Draft Preliminary Official Statement
Extracted text (via pymupdf)
206290 characters
This is a Preliminary Official Statement and the information contained herein is subject to change, amendment and completion without notice. These securities may not be sold, nor may an offer to buy be accepted, prior to the time the
Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A definitive Official Statement with respect to these securities will be made available concurrently
with their sale.
PRELIMINARY OFFICIAL STATEMENT DATED JANUARY __, 2026
NEW ISSUE – BOOK-ENTRY-ONLY
RATINGS: Fitch: “___”
Moody’s: “___”
S&P:
“___”
See “RATINGS” herein
In the opinion of Greenberg Traurig, LLP, Phoenix, Arizona, Bond Counsel, assuming the accuracy of certain representations and
certifications and the continuing compliance with certain tax covenants, under existing statutes, regulations, rulings and court
decisions, interest on the Bonds (as defined herein) (i) is excludable from gross income for federal income tax purposes and (ii) is
exempt from income taxation under the laws of the State of Arizona. Further, interest on the Bonds is not an item of tax preference
for purposes of the federal alternative minimum tax imposed on individuals, but in the case of the federal alternative minimum tax
imposed by Section 55(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), on applicable corporations (as defined
in Section 59(k) of the Code), interest on the Bonds is not excluded from the determination of adjusted financial statement income.
See “TAX EXEMPTION” herein for a description of certain other federal tax consequences of ownership of the Bonds.
$160,000,000*
CITY OF CHANDLER, ARIZONA
GENERAL OBLIGATION BONDS,
SERIES 2026
Dated: Date of Initial Delivery
Due: July 1, as shown on the inside front cover page
The City of Chandler, Arizona (the “City”) will issue its $160,000,000* aggregate principal amount of General Obligation Bonds,
Series 2026 (the “Bonds”) for the purpose of (i) acquiring and constructing public facilities and buildings, improvements to parks
and recreation facilities, streets, public safety facilities and storm water management systems and (ii) paying the costs of issuance of
the Bonds.
The Bonds will be dated the date of initial delivery and will be issuable as fully registered securities without coupons and will be
initially registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), which will act as securities
depository for the Bonds. Beneficial interests in the Bonds will be available to purchasers in amounts of $5,000 of principal due on
specific maturity dates or integral multiples thereof. Purchasers will not receive certificates representing their beneficial interests in
the Bonds. See APPENDIX F – “BOOK-ENTRY-ONLY SYSTEM.” The principal of, premium, if any, and interest on the Bonds
will be paid by U.S. Bank Trust Company, National Association to Cede & Co., as long as Cede & Co. is the registered owner of
the Bonds. Disbursement of such payments to the DTC participants is the responsibility of DTC, and disbursement of such payments
to the purchasers of beneficial ownership interests in the Bonds is the responsibility of DTC participants and Indirect Participants
(as defined herein), as more fully described herein. The City and DTC each reserve the right to discontinue the book-entry-only
system at any time.
See Maturity Schedule on Inside Front Cover Page
Proposals for the Bonds may be submitted solely as an electronic bid using the facilities of PARITY® up to and including the hour of
8:00 A.M., Mountain Standard Time (“MST”), on January 13, 2026.* See “NOTICE INVITING BIDS FOR THE PURCHASE OF
OBLIGATIONS” for the Bonds herein.
The Bonds will mature on the dates and in the principal amounts set forth on the inside front cover page. Interest on the Bonds will
be payable semiannually on January 1 and July 1, commencing July 1, 2026.*
The Bonds will be subject to redemption by the City prior to their stated maturity dates.*
Principal of and interest on the Bonds will be payable from a continuing, direct, annual, ad valorem tax levied against all taxable
property within the boundaries of the City unlimited as to rate or amount. See “THE BONDS – Security For and Sources of Payment
of the Bonds” herein.
The Bonds are offered when, as and if issued by the City, subject to the approving opinion of Greenberg Traurig, LLP, Phoenix,
Arizona, Bond Counsel, as to validity and tax exemption. It is expected that the Bonds will be available for delivery through the
facilities of DTC on or about January 28, 2026*.
This cover page contains certain information with respect to the Bonds for quick reference only. It is not a summary of all material
information with respect to the Bonds. Investors are advised to read this entire Official Statement to obtain information essential to
the making of an informed investment decision with respect to the Bonds.
_________________________
* Preliminary, subject to change.
$160,000,000*
CITY OF CHANDLER, ARIZONA
GENERAL OBLIGATION BONDS,
SERIES 2026
MATURITY SCHEDULE
Date
(July 1)
Principal
Amount
Interest
Rate
Yield
CUSIP No.
158843 (a)
2027
$2,500,000
2028
1,000,000
2029
8,000,000
2030
3,000,000
2031
4,000,000
2032
4,000,000
2033
5,000,000
2034
5,000,000
2035
9,000,000
2036
11,500,000
2037
12,000,000
2038
12,500,000
2039
13,000,000
2040
13,500,000
2041
14,000,000
2042
14,000,000
2043
14,000,000
2044
14,000,000
(a)
CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf
of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2026 CGS. All rights reserved. CUSIP®
data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for
the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, Bond Counsel, the
Financial Advisor (each as defined herein) or their agents or counsel assume responsibility for the accuracy of such numbers.
_________________________
* Preliminary, subject to change.
CITY OF CHANDLER, ARIZONA
CITY COUNCIL
Kevin Hartke, Mayor
Christine Ellis, Vice Mayor
Angel Encinas, Councilmember
OD Harris, Councilmember
Jennifer Hawkins, Councilmember
Matt Orlando, Councilmember
Jane Poston, Councilmember
CITY ADMINISTRATIVE OFFICERS
John M. Pombier, Acting City Manager
Tadd Wille, Assistant City Manager
Dawn Lang, Deputy City Manager/CFO
Ryan Peters, Deputy City Manager
Leah Powell, Deputy City Manager
Kelly Schwab, City Attorney/Risk Manager
Dana DeLong, City Clerk
BOND COUNSEL
Greenberg Traurig, LLP
Phoenix, Arizona
FINANCIAL ADVISOR
Piper Sandler & Co.
Phoenix, Arizona
BOND REGISTRAR AND PAYING AGENT
U.S. Bank Trust Company, National Association
Tempe, Arizona
REGARDING THIS OFFICIAL STATEMENT
This Official Statement does not constitute an offering of any security other than the City of Chandler, Arizona (the
“City”) General Obligation Bonds, Series 2026 (the “Bonds”), identified on the inside front cover page hereof. This
Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall be no sale of
the Bonds by any person in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. No dealer,
broker, salesperson or other person has been authorized by the City to give any information or to make any representations
other than as contained in this Official Statement, and if given or made, such other information or representations must
not be relied upon as having been authorized by any of the foregoing.
The information set forth in this Official Statement has been provided by the City, Maricopa County, the State of Arizona
Department of Revenue and other sources which are considered to be reliable and customarily relied upon in the
preparation of similar official statements, but such information is not guaranteed as to accuracy or completeness and is
not to be construed as the promise or guarantee of the City or Piper Sandler & Co. (the “Financial Advisor”). The
presentation of information, including tables of receipts from taxes and other sources, is intended to show recent historical
information and is not intended to indicate future or continuing trends in the financial position or other affairs of the City.
All estimates and assumptions contained herein have been based on the latest information available and are believed to
be reliable, but no representations are made that such estimates and assumptions are correct, will be realized or will be
repeated in the future. The information and any expressions of opinion contained herein are subject to change without
notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the City or any other parties or matters described
herein since the date thereof.
The sale and issuance of the Bonds will not be registered under the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, or the Securities Act of Arizona in reliance upon exemptions provided under such
acts for the sale and issuance of securities such as the Bonds. The Bonds will not be listed on any stock or other securities
exchange. Neither the Securities and Exchange Commission (the “SEC”) nor any other federal, state or other government
entity or agency will have passed upon the merits of the Bonds or the accuracy or adequacy of this Official Statement or
approved the Bonds for sale.
None of the City, the Financial Advisor or Bond Counsel (as defined herein) are actuaries, nor have any of them performed
any actuarial or other analysis of the City’s unfunded liabilities under the Arizona Public Safety Retirement System, the
Arizona State Retirement System or the Elected Officials’ Retirement Plan.
A wide variety of other information, including financial information, concerning the City is available from publications
and websites of the City and others. Any such information that is inconsistent with the information set forth in this Official
Statement should be disregarded. No such information is a part of, or incorporated into, this Official Statement, except
as expressly noted herein.
The information contained herein in APPENDIX F – “BOOK-ENTRY-ONLY SYSTEM” has been furnished by The
Depository Trust Company and no representation has been made by the City, the Financial Advisor, Bond Counsel or any
of their counsel or agents, as to the accuracy or completeness of such information.
The City will undertake to provide continuing disclosure as described in this Official Statement under “CONTINUING
SECONDARY MARKET DISCLOSURE” and in APPENDIX E – “FORM OF CONTINUING DISCLOSURE
UNDERTAKING,” pursuant to Rule 15c2-12 of the SEC.
References to website addresses presented herein are for informational purposes only and may be in the form of a
hyperlink solely for the reader’s convenience. Unless specified otherwise, such websites and the information or links
contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, Rule 15c2-12 of
the SEC.
TABLE OF CONTENTS
Page
NOTICE INVITING BIDS FOR THE PURCHASE OF BONDS……………………………………………………..i
INTRODUCTORY STATEMENT ............................................................................................................................... 1
THE BONDS ................................................................................................................................................................. 1
Authorization and Purpose – Bonds ........................................................................................................................... 1
Authorized and Unissued Bonds ................................................................................................................................ 1
General Provisions ..................................................................................................................................................... 2
Bond Registrar and Paying Agent .............................................................................................................................. 2
Redemption Provisions .............................................................................................................................................. 2
Mutilated, Lost or Destroyed Bonds .......................................................................................................................... 2
Registration and Transfer ........................................................................................................................................... 2
Security For and Sources of Payment of the Bonds ................................................................................................... 3
SOURCES AND USES OF FUNDS ............................................................................................................................. 4
DEBT SERVICE REQUIREMENTS ........................................................................................................................... 5
TAX EXEMPTION ....................................................................................................................................................... 6
General ....................................................................................................................................................................... 6
Original Issue Discount and Original Issue Premium ................................................................................................ 7
Changes in Federal and State Tax Law ...................................................................................................................... 7
Information Reporting and Backup Withholding....................................................................................................... 7
LEGAL MATTERS ...................................................................................................................................................... 8
CYBERSECURITY ...................................................................................................................................................... 8
LITIGATION ................................................................................................................................................................ 8
No Litigation Relating to the Bonds .......................................................................................................................... 8
Other Litigation Against the City .............................................................................................................................. 9
FINANCIAL STATEMENTS ....................................................................................................................................... 9
CONTINUING SECONDARY MARKET DISCLOSURE ......................................................................................... 9
RATINGS ...................................................................................................................................................................... 9
FINANCIAL ADVISOR ............................................................................................................................................. 10
RELATIONSHIP BETWEEN PARTIES ................................................................................................................... 10
POLITICAL DONATIONS ........................................................................................................................................ 10
CERTIFICATION CONCERNING OFFICIAL STATEMENT ................................................................................ 10
ADDITIONAL INFORMATION ............................................................................................................................... 10
CONCLUDING STATEMENT .................................................................................................................................. 11
APPENDIX A - CITY OF CHANDLER, ARIZONA — GENERAL ECONOMIC AND DEMOGRAPHIC
INFORMATION
APPENDIX B - CITY OF CHANDLER, ARIZONA — FINANCIAL DATA
APPENDIX C - FORM OF APPROVING LEGAL OPINION
APPENDIX D - CITY OF CHANDLER, ARIZONA — AUDITED FINANCIAL STATEMENTS OF THE CITY OF
CHANDLER, ARIZONA FOR THE FISCAL YEAR ENDED JUNE 30, 2024
APPENDIX E - FORM OF CONTINUING DISCLOSURE UNDERTAKING
APPENDIX F - BOOK-ENTRY-ONLY SYSTEM
i
$160,000,000*
CITY OF CHANDLER, ARIZONA
GENERAL OBLIGATION BONDS,
SERIES 2026
NOTICE INVITING BIDS FOR THE PURCHASE OF BONDS
(Electronic Bidding Only)
NOTICE IS HEREBY GIVEN that unconditional bids will be received to and including the hour of 8:00 a.m.,
Mountain Standard Time (“MST”), on January 13, 2026* by the City of Chandler, Arizona (the “City”), for the purchase
of all, but not less than all, of the City’s General Obligation Bonds, Series 2026 in the principal amount of $160,000,000*
(the “Bonds”) as electronic bids using the facilities of PARITY® (“PARITY”). For purposes of the bids received through
the electronic bid process, the time as maintained by PARITY shall constitute the official time.
The City reserves the right to cancel or reschedule the sale of the Bonds or alter the terms thereof upon notice
given through PARITY at www.ipreo.com at any time prior to the time bids are to be received. If no legal bid or bids are
received for the Bonds on said date (or such later date as is established as provided herein) at the time specified, bids will
be received for the Bonds on such other date and at such other time as shall be designated through PARITY as soon as
practicable. As an accommodation to the bidders, telephonic, telecopied or emailed notice of the postponement of the sale
date or dates or of a change in the principal payment schedule will be given to any bidder who has requested such notice
of the City’s Financial Advisor, Piper Sandler & Co. (the “Financial Advisor”), Bill Davis (email:
william.davis@psc.com; telephone: (602) 808-5428). Failure of any bidder to receive such telephonic, telecopied or
emailed notice shall not affect the legality of the sale.
Any prospective purchaser that intends to submit an electronic bid must submit its electronic bid through the
facilities of PARITY. The normal fee for the use of PARITY may be obtained from PARITY, and such fee will be the
responsibility of those submitting bids. All bids must be submitted on the official bid form that resides on the PARITY
system (the “Official Bid Form”), without alteration or interlineation. All electronic bids must be submitted by 8:00
a.m., MST, on January 13, 2026.* Subscription to i-Deal’s BIDCOMP Competitive Bidding System is required in order
to submit an electronic bid. Representatives of the City will not confirm any subscription nor be responsible for the
failure of any prospective purchaser to subscribe.
An electronic bid made through the facilities of PARITY shall be deemed an irrevocable offer to purchase
the Bonds on the terms provided in this Notice Inviting Bids for the Purchase of Bonds (this “Notice”) and shall be
binding upon the bidder as if made by a signed, sealed proposal delivered to the City. Neither the City nor the
Financial Advisor shall be responsible for any malfunction or mistake made by, or as a result of, the use of the facilities
of PARITY, the use of such facilities being the sole risk of the bidder.
If any provisions of this Notice shall conflict with information provided by PARITY as the approved provider
of electronic bidding services, this Notice shall control. All electronic bids will be deemed to incorporate the provisions
of this Notice and the Official Bid Form. Further information about PARITY, including any fee charged, may be obtained
from IPREO at 1359 Broadway, 2nd Floor, New York, New York 10018, Attention: Customer Support (212) 849-5021
and from the following website: www.newissuehome.i-deal.com.
For information purposes only, bidders are requested to state in their electronic bid the “true interest cost” as
described under “AWARD AND DELIVERY” herein.
BONDS IN GENERAL
The Bonds will be dated the date of initial delivery. Interest on the Bonds will be payable
semiannually on January 1 and July 1 of each year, commencing July 1, 2026.* The Bonds, when issued, will be
registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”).
DTC will act as securities depository for the Bonds through its book-entry system. Purchases of beneficial ownership
interests in the Bonds will be made in book-entry form in amounts of $5,000 of principal due on a specific maturity date,
or any integral multiple thereof. Purchasers will not receive certificates representing their beneficial interests in the
Bonds. The principal of and interest on the Bonds will be paid by U.S. Bank Trust Company, National Association, as
the Bond Registrar and Paying Agent for the Bonds (the “Bond Registrar and Paying Agent”), to Cede & Co., as long
as Cede & Co. is the registered owner of the Bonds. Disbursement of such payments to the DTC Participants is the
responsibility of DTC, and disbursement of such payments to the purchasers of beneficial ownership interests in the
ii
Bonds is the responsibility of DTC Participants and Indirect Participants, as more fully described in the preliminary
official statement relating to the Bonds (the “Preliminary Official Statement”).
Except as otherwise provided under “MODIFICATION OF MATURITY SCHEDULE AND PAR
AMOUNT” the Bonds will mature on July 1 in each of the years and in the amounts as follows (the “Maturity Schedule”):
Date
(July 1)
Principal
Amount
2027
$2,500,000
2028
1,000,000
2029
8,000,000
2030
3,000,000
2031
4,000,000
2032
4,000,000
2033
5,000,000
2034
5,000,000
2035
9,000,000
2036
11,500,000
2037
12,000,000
2038
12,500,000
2039
13,000,000
2040
13,500,000
2041
14,000,000
2042
14,000,000
2043
14,000,000
2044
14,000,000
MODIFICATION OF MATURITY SCHEDULE AND PAR AMOUNT
The preliminary aggregate principal amount of the Bonds and the preliminary principal amount of each annual
principal payment for the Bonds as set forth in this Notice (collectively, the “Preliminary Amounts”) may be revised
before the receipt of electronic bids for their purchase (such revised amounts referred to collectively as the “Revised
Amounts”). ANY SUCH REVISIONS WILL BE PUBLISHED ON PARITY NOT LATER THAN 5:00 P.M., MST,
ON THE LAST BUSINESS DAY PRIOR TO THE DATE OF SALE. In the event that no such revisions are made,
the Preliminary Amounts will constitute the Revised Amounts. Bidders shall submit bids based on the Revised Amounts,
and the Revised Amounts will be used to compare bids and select the winning bidder.
The City reserves the right to change the aggregate principal amount of Bonds set forth in this Notice after
determination of the winning bidder in an amount not to exceed $15,000,000.00.* Further, the City reserves the right to
change the maturity schedule set forth in this Notice after determination of the winning bidder, by adjusting one or more
principal maturities of the Bonds in increments of $5,000.
As promptly as reasonably possible after the bids are received, the City will notify the winning bidder, if and
when an award is made. The initial reoffering prices (the “Initial Reoffering Prices”), among other things, will be used
by the City to calculate the final principal amount of each annual principal payment for the Bonds (collectively, the
“Final Amounts”) to accommodate the objectives of the City. THE WINNING BIDDER MAY NOT WITHDRAW
ITS BID OR CHANGE THE INTEREST RATES PROPOSED OR THE INITIAL REOFFERING PRICES AS A
RESULT OF ANY CHANGES MADE TO THE REVISED AMOUNTS. The dollar amount bid by such entity will
be adjusted to reflect changes in the dollar amount of the underwriter’s discount and the original issue discount/premium,
if any, but will not change the compensation per $1,000 of aggregate par amount of Bonds from the compensation that
would have been received based on the purchase price in the winning bid and the Initial Reoffering Prices. The Final
Amounts will be communicated to such entity as soon as possible, but not later than 3:00 p.m. MST, on the date of the
sale.
iii
REDEMPTION PROVISIONS
Optional Redemption. The Bonds maturing before and on July 1, 2035∗, will not be subject to redemption prior
to their stated maturity dates. The Bonds maturing on or after July 1, 2036*, will be subject to optional redemption prior
to their stated maturity dates, at the direction of the City, in whole or in part in denominations of $5,000 or integral
multiples thereof from maturities selected by the City, on July 1, 2035*, and on any date thereafter, at a redemption price
equal to the principal amount of Bonds being redeemed plus accrued interest to the date fixed for redemption, without
premium.
Notice of Redemption. Not more than 60, nor less than 30, days before any redemption date, the Bond Registrar
and Paying Agent will cause a notice of any such redemption to be provided to DTC as further described in the Preliminary
Official Statement. 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.
AUTHORIZATION AND USE OF FUNDS
The Bonds are being issued by the City pursuant to Title 35, Chapter 3, Article 3, Arizona Revised Statutes, and
a resolution adopted by the City Council of the City on November 13, 2025 (the “Resolution”). The Bonds will constitute
a portion of the bonds authorized by the voters at special bond elections held in the City, and will be issued for the following
purposes and to pay costs of issuance of the Bonds:
(a)
Parks and Recreation Facilities;
(b)
Public Facilities and Buildings;
(c)
Streets;
(d)
Public Safety Facilities; and
(e)
Storm Water Management Systems.
SECURITY AND SOURCE OF PAYMENT
The Bonds will be payable as to principal and interest from a continuing, direct, annual, ad valorem tax to be
levied against all of the taxable property within the boundaries of the City. The Bonds will be payable from such tax
without limit as to rate or amount. Such tax is to be levied, assessed and collected as other taxes of the City, in an amount
sufficient to pay the interest on all the Bonds then outstanding and installments of the principal of the Bonds becoming
due and payable in the ensuing year.
Pursuant to the Bond Resolution, payment of all or any part of the Bonds may be provided for by the
irrevocable deposit, in trust, of moneys or obligations issued 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 when due the principal or
redemption price of and interest on such Bonds. 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 Bonds as the same matures,
comes due or becomes payable upon prior redemption, a certificate or report of an accountant shall not be required.
Any Bonds so provided for will no longer be outstanding under the Bond Resolution or payable from ad valorem taxes
on taxable property in the City and the owners of such Bonds shall thereafter be entitled to payment only from the
moneys and Defeasance Obligations deposited in trust.
BID DETAILS AND PARAMETERS
Form of Bids. Bids for the Bonds must be unconditional, and for not less than the entire offering of the Bonds.
By submitting a bid, each bidder agrees to all of the terms and conditions of this Notice (including any amendments
issued by the City through PARITY and i-Deal Prospectus). Bids must be submitted electronically through PARITY.
Bids may not be withdrawn or revised after the time that bids are due.
Interest Rates Bid. Interest on the Bonds is payable commencing on July 1, 2026*, and thereafter on January
1 and July 1 of each year. Interest is calculated on the basis of a 30-day month and 360-day year from the date of the
∗ Preliminary, subject to change
iv
Bonds. Bids may specify any number of interest rates in multiples of one-eighth of one percent (1/8 of 1 percent) or
one-twentieth of one percent (1/20 of 1 percent). All Bonds of the same maturity must bear interest at the same rate
and no Bond shall bear interest at more than one rate. No rate of interest may exceed 5.00%. The highest rate bid shall
not exceed the lowest rate bid by more than two percent (2.00%) per annum.
Premium and Discount. No bid will be considered for a price that is less than 100 percent of the aggregate par
value of the Bonds.
ESTABLISHMENT OF ISSUE PRICE*
(a)
The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute
and deliver to the City on the date of issuance of the Bonds (the “Closing Date”) an “issue price” or similar certificate
setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together
with the supporting pricing wires or equivalent communications, substantially in the form attached as the Exhibit to this
Notice, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder,
the City, the Financial Advisor, and Greenberg Traurig, LLP (“Bond Counsel”).
(b)
The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining
“competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the
“competitive sale requirements”) because:
(1)
the City shall disseminate this Notice to potential underwriters in a manner that is reasonably
designed to reach potential underwriters;
(2)
all bidders shall have an equal opportunity to bid;
(3)
the City may receive bids from at least three underwriters of municipal bonds who have
established industry reputations for underwriting new issuances of municipal bonds; and
(4)
the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer in
conformance with this Notice to purchase the Bonds at a price that produces the lowest true
interest cost to the City, as set forth in this Notice under the heading “AWARD AND
DELIVERY.”
Any bid submitted pursuant to this Notice shall be considered a firm offer for the purchase of the Bonds, as specified in
the bid.
(c)
In the event that the competitive sale requirements are not satisfied, the City shall so advise the winning
bidder. The City may determine to treat (i) the first price at which 10% of a maturity of the Bonds (the “10% test”) is
sold to the public as the issue price of that maturity and/or (ii) the initial offering price to the public as of the sale date of
any maturity of the Bonds as the issue price of that maturity (the “hold-the-offering-price rule”), in each case applied on
a maturity-by-maturity basis (and if different interest rates apply within a maturity, to each separate CUSIP number within
that maturity). The winning bidder shall advise the City if any maturity of the Bonds satisfies the 10% test as of the date
and time of the award of the Bonds. The City shall promptly advise the winning bidder, at or before the time of award of
the Bonds, which maturities (and if different interest rates apply within a maturity, which separate CUSIP number within
that maturity) of the Bonds shall be subject to the 10% test or shall be subject to the hold-the-offering-price rule. Bids
will not be subject to cancellation in the event that the City determines to apply the hold-the-offering-price rule to any
maturity of the Bonds. Bidders should prepare their bids on the assumption that some or all of the maturities of the Bonds
will be subject to the hold-the-offering-price rule in order to establish the issue price of the Bonds.
(d)
By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer
the Bonds to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the
corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the
underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of
*Note: 10% test or hold-the-offering-price rule may apply if competitive sale requirements are not satisfied.
** Preliminary, subject to change.
v
any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the initial
offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1)
the close of the fifth (5th) business day after the sale date; or
(2)
the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the
public at a price that is no higher than the initial offering price to the public.
The winning bidder will advise the City promptly after the close of the fifth (5th) business day after the sale date whether
it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the
public.
(e)
If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to
each maturity of the Bonds, the winning bidder agrees to promptly report to the City the prices at which the unsold Bonds
of that maturity have been sold to the public. That reporting obligation shall continue, whether or not the Closing Date
has occurred, until either (i) all Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the
Bonds of that maturity, provided that, the winning bidder’s reporting obligation after the Closing Date may be at
reasonable periodic intervals or otherwise upon request of the City or Bond Counsel.
(f)
The City acknowledges that, in making the representations set forth above, the winning bidder will rely
on (i) the agreement of each underwriter to comply with the requirements for establishing issue price of the Bonds,
including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as
set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been
created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the
selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its
agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group
agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling
group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds
to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for
establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-
price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires.
The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement
regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply
with the hold-the-offering-price rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of
any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a
third-party distribution agreement to comply with its corresponding agreement to comply with the requirements for
establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-
price rule, if applicable to the Bonds.
(g)
By submitting a bid, each bidder confirms that:
(1)
any agreement among underwriters, any selling group agreement and each third-party distribution
agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public,
together with the related pricing wires, contains or will contain language obligating each
underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a
party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each
maturity allocated to it, whether or not the Closing Date has occurred, until either all
Bonds of that maturity allocated to it have been sold or it is notified by the winning
bidder that the 10% test has been satisfied as to the Bonds of that maturity, provided
that, the reporting obligation after the Closing Date may be at reasonable periodic
intervals or otherwise upon request of the winning bidder, and (ii) to comply with the
hold-the-offering-price rule, if applicable, if and for so long as directed by the
winning bidder and as set forth in the related pricing wires,
(B) to promptly notify the winning bidder of any sales of Bonds that, to its knowledge,
are made to a purchaser who is a related party to an underwriter participating in the
vi
initial sale of the Bonds to the public (each such term being used as defined below),
and
(C) to acknowledge that, unless otherwise advised by the underwriter, dealer or
broker-dealer, the winning bidder shall assume that each order submitted by the
underwriter, dealer or broker-dealer is a sale to the public.
(2)
any agreement among underwriters or selling group agreement relating to the initial sale of the
Bonds to the public, together with the related pricing wires, contains or will contain language
obligating each underwriter or dealer that is a party to a third-party distribution agreement to be
employed in connection with the initial sale of the Bonds to the public to require each broker-
dealer that is a party to such third-party distribution agreement to (A) report the prices at which it
sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing
Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is
notified by the winning bidder or such underwriter that the 10% test has been satisfied as to the
Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at
reasonable periodic intervals or otherwise upon request of the winning bidder or such underwriter,
and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed
by the winning bidder or the underwriter and as set forth in the related pricing wires.
(h)
Sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale
of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes
of this Notice. Further, for purposes of this Notice:
(1)
“public” means any person other than an underwriter or a related party,
(2)
underwriter” means (i) any person that agrees pursuant to a written contract with the City (or with
the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the
Bonds to the public and (ii) any person that agrees pursuant to a written contract directly or
indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the
public (including a member of a selling group or a party to a third-party distribution agreement
participating in the initial sale of the Bonds to the public),
(3)
a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the
purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting
power or the total value of their stock, if both entities are corporations (including direct ownership
by one corporation of another), (ii) at least 50% common ownership of their capital interests or
profits interests, if both entities are partnerships (including direct ownership by one partnership of
another), or (iii) more than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as applicable, if one entity
is a corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other), and
(4)
“sale date” means the date that the Bonds are awarded by the City to the winning bidder.
RIGHT OF REJECTION
The City Council of the City, the Deputy City Manager/Chief Financial Officer of the City or the designees of
any of them reserve the right to reject any and all bids and to waive any irregularity or informality in any bid, except that
the time for receiving bids shall be of the essence.
AWARD AND DELIVERY
Unless all bids are rejected or the receipt of bids is continued, the award of the Bonds will be made not later
than 11:59 p.m., MST, on January 13, 2026. The Bonds will be sold to the bidder submitting a bid in conformance with
this Notice that produces the lowest true interest cost to the City, based on the bid price, the interest rates specified in the
bid and the principal amounts identified in this Notice. The true interest cost will be the rate necessary, on a 30/360 basis
and semiannual compounding, to discount the debt service payments from the payment dates to the date of the Bonds
vii
and to the price bid. The true interest cost calculations will be performed by Parity and the Financial Advisor, and the
City will base its determination of the best bid solely on such calculations. (See “BID DETAILS AND
PARAMETERS.”) Delivery of the Bonds will be made to the purchaser through the facilities of DTC upon payment in
federal or immediately available funds, at the offices of Bond Counsel, or, at the purchaser’s request and expense, at any
other place mutually agreeable to both the City and the purchaser. The closing of the sale of the Bonds will be on or
about January 28, 2026*, or on such other date as is mutually agreed upon.
CANCELLATION
Pursuant to Arizona law, if within three years from the award of the contract for the purchase of the
Bonds any person who was significantly involved in initiating, negotiating, securing, drafting or creating a contract for
the purchase of the Bonds on behalf of the City becomes an employee or agent of the winning bidder in any capacity or
a consultant to the winning bidder with respect to the contract for the purchase of the Bonds, the City may cancel the
award of the contract without penalty or further obligation by the City and refuse to deliver the Bonds to the winning
bidder. In addition to such cancellation, if such person becomes an employee or agent of such entity with respect to the
contract for the purchase of the Bonds, the City may recoup any fees or commissions paid or due to the winning bidder
with respect to the award to the winning bidder and the actual sale of the Bonds.
GOOD FAITH DEPOSIT
The winning bidder for the Bonds shall deliver a good faith deposit in the amount of $3,000,000 to the City, as
instructed by the City. The good faith deposit must be paid by federal funds wire transfer delivered no later than twenty
four (24) hours following the winning bidder’s receipt of the verbal award. Wiring instructions will be provided to the
winning bidder at the time of the verbal award. If not so received, the bid of the lowest bidder will be rejected and the
City may direct the second lowest bidder to submit a Good Faith Deposit and thereafter may award the sale of the Bonds
to the same. The good faith deposit will be retained by the City as security for the performance of the winning bidder and
shall be applied to the purchase price of the Bonds upon delivery of the Bonds to the winning bidder. Pending delivery
of the Bonds, the good faith deposit may be invested for the sole benefit of the City. If the Bonds are ready for delivery
and the winning bidder fails or neglects to complete the purchase within 30 days following acceptance of its bid, the good
faith deposit shall be retained by the City as reasonable liquidated damages, and not as a penalty.
Such retention will constitute a full release and discharge of all claims by the City against the winning bidder
and, in that event, the City may call for additional bids. The City’s actual damages may be higher or lower than the
amount of such good faith deposit. Such amount constitutes a good faith estimate of the City’s actual damages. Each
bidder waives the right to claim that actual damages arising from such default are less than such amount.
LEGAL OPINION
The Bonds are sold with the understanding that the City will furnish the purchaser with the approving opinion
of Bond Counsel. Bond Counsel has been retained by the City to render its opinion only upon the legality of the
Bonds under Arizona law and on the exemption of the interest income on such Bonds from federal and State of Arizona
income taxes, the delivery of said opinion being a condition precedent to the delivery of the Bonds and the purchase
thereof. (See “TAX EXEMPTION.”) The fees of Bond Counsel will be paid from proceeds of the sale of the Bonds.
Except to the extent necessary to issue its approving opinion as to validity of the Bonds, Bond Counsel has not been
requested to examine or review, and has not examined or reviewed, any financial documents, statements or materials that
have been or may be furnished in connection with the authorization, issuance or marketing of the Bonds and accordingly
will not express any opinion with respect to the accuracy or completeness of any such financial documents, statements
or materials. In submitting a bid for the Bonds, the bidder agrees to the representation of the City by Bond Counsel.
See “LEGAL MATTERS” in the Preliminary Official Statement and Appendix C – “Form of Approving Legal Opinion”
to the Preliminary Official Statement.
TAX EXEMPTION
The Internal Revenue Code of 1986, as amended (the “Code”), includes requirements which the City must
continue to meet with respect to the Bonds after the issuance thereof in order that interest on the Bonds not be included
in gross income for federal income tax purposes. The failure by the City to meet these requirements may cause interest
on the Bonds to be included in gross income for federal income tax purposes retroactive to their date of issuance. The
viii
City has covenanted to take the actions required by the Code in order to maintain the exclusion from federal gross income
of interest on the Bonds.
In the opinion of Bond Counsel to be rendered with respect to the Bonds on the date of issuance of the Bonds,
assuming the accuracy of certain representations and certifications of the City and continuing compliance by the City
with the tax covenants referred to above, under existing statutes, regulations, rulings and court decisions, interest on the
Bonds will be excludable from gross income for federal income tax purposes. Interest on the Bonds will not be an
item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, but in the case of the
alternative minimum tax imposed by Section 55(b)(2) of the Code on applicable corporations (as defined in Section 59(k)
of the Code), interest on the Bonds will not be excluded from the determination of adjusted financial statement income.
Bond Counsel is further of the opinion upon the date of issuance of the Bonds that the interest on the Bonds will be
exempt from income taxation under the laws of the State of Arizona.
Except as described above, Bond Counsel will express no opinion regarding the federal income tax
consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of the Bonds. Prospective
purchasers of the Bonds should be aware that the ownership of the Bonds may result in other collateral federal tax
consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or
carry the Bonds or, in the case of a financial institution, that portion of an owner’s interest expense allocable to interest
on a Bond; (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by the
applicable statutory percentage of certain items, including the interest on the Bonds; (iii) the inclusion of interest on
the Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of the branch
profits tax; (iv) the inclusion of interest on the Bonds in passive investment income subject to federal income taxation
of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year; (v) the
inclusion in gross income of interest of the Bonds by recipients of certain Social Security and Railroad Retirement
benefits; (vi) net gain realized upon the sale or other disposition of property such as the Bonds generally must be taken
into account when computing the Medicare tax with respect to net investment income or undistributed net investment
income, as applicable, imposed on certain high income individuals and specified trusts and estates; and (vii) receipt of
certain investment income, including interest on the Bonds, is considered when determining qualification limits for
obtaining the earned income credit provided by Section 32(a) of the Code. The nature and extent of the other tax
consequences described above will depend on the particular tax status and situation of each owner of the Bonds.
Prospective purchasers of the Bonds should consult their own tax advisors as to the impact of these and any other tax
consequences.
See “TAX EXEMPTION” in the Preliminary Official Statement.
CERTIFICATES TO BE DELIVERED
In connection with the initial issuance of the Bonds, representatives of the City will deliver a certificate
certifying that no litigation is pending affecting the sale and issuance of the Bonds, an arbitrage certificate covering
expectations concerning the use of proceeds from the sale of the Bonds and related matters and a certificate regarding
the accuracy of the hereinafter described final official statement for the Bonds.
CUSIP IDENTIFICATION NUMBERS
It is anticipated that CUSIP identification numbers will be printed on the Bonds; however, neither the failure to
print CUSIP numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the
purchaser thereof to accept delivery of and pay for the Bonds. The Financial Advisor will obtain CUSIP numbers. The
charge of the CUSIP Service Bureau shall be paid by the City.
ix
PRELIMINARY OFFICIAL STATEMENT DEEMED FINAL; DELIVERY OF OFFICIAL STATEMENT
The City deems the Preliminary Official Statement to be final as of its date, except for the omission of the
offering prices or yields, the interest rates and any other terms or provisions required by the City to be specified
in bids for the Bonds, and other terms of the Bonds depending on such matters. The winning bidder shall supply the
Deputy City Manager/Chief Financial Officer of the City, within 24 hours after the award of the Bonds, all necessary
pricing information and any underwriter identification necessary to complete the final official statement to be used in
connection with the sale of the Bonds.
Promptly after receiving such information, the City will prepare such final official statement in substantially
the same form as the Preliminary Official Statement, subject to any amendments which the City believes should be
made in such final official statement.
The City will provide the winning bidder with such final official statements within seven (7) business days of
the award of the Bonds. Such final official statements will be provided to the winning bidder electronically. No hard
copies of such final official statement will be provided to the winning bidder.
CONTINUING DISCLOSURE
The City, as the “obligated person” with respect to the Bonds, will covenant for the benefit of the owners of the
Bonds to provide certain financial information and operating data relating to the City by not later than February 1 in each
year commencing February 1, 2027 (the “Annual Reports”), and to provide notices of the occurrence of certain
enumerated events (the “Notices of Listed Events”). The Annual Reports and the Notices of Listed Events will be
filed by the City through the Electronic Municipal Market Access System. These covenants will be made in order to
assist the purchaser in complying with the Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), and
the form of the undertaking necessary pursuant to the Rule is included as Appendix E – “Form of Continuing Disclosure
Undertaking” to the Preliminary Official Statement. Pursuant to Arizona Law, the ability of the City to comply with
such covenants will be subject to annual appropriation of funds sufficient to provide for the costs of compliance with
such covenants. A failure by the City to comply with these covenants, including due to failure to appropriate for such
purposes, must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal
securities dealer before recommending the purchase or sale of the Bonds in the secondary market. See “CONTINUING
SECONDARY MARKET DISCLOSURE” in the Preliminary Official Statement.
FURTHER INFORMATION
Further information, including copies of the Bond Resolution and the Preliminary Official Statement, may
be obtained from the City of Chandler, Deputy City Manager/Chief Financial Officer at (480) 782-2255, or from Piper
Sandler & Co., Financial Advisor to the City: Bill Davis (by telephone (602) 808-5428 or by email:
william.davis@psc.com).
DATED: January __, 2026
/s/ ____________________________________________
Dawn Lang, Deputy City Manager/Chief Financial Officer
City of Chandler, Arizona
x
EXHIBIT TO NOTICE
ISSUE PRICE CERTIFICATE
$160,000,000*
CITY OF CHANDLER, ARIZONA
GENERAL OBLIGATION BONDS, SERIES 2026
The undersigned, on behalf of [NAME OF UNDERWRITER/REPRESENTATIVE] [“([SHORT NAME
OF UNDERWRITER]”)] [(the “Representative”)] [, on behalf of itself and [NAMES OF OTHER
UNDERWRITERS] (together, the “Underwriting Group”)] hereby certifies as set forth below with respect to the
sale and issuance of the above-captioned obligations (the “Bonds”).
[Alternative 1-Competitive Sale Rule applies]
1. [ Reasonably Expected Initial Offering Price.]
(a)
As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by
[SHORT NAME OF UNDERWRITER] are the prices listed in Schedule A (the “Expected Offering Prices”).
The Expected Offering Prices are the prices for the Maturities of the Bonds used by [SHORT NAME OF
UNDERWRITER] in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy
of the bid provided by [SHORT NAME OF UNDERWRITER] to purchase the Bonds.
(b)
[SHORT NAME OF UNDERWRITER] was not given the opportunity to review other bids prior
to submitting its bid.
(c)
The bid submitted by [SHORT NAME OF UNDERWRITER] constituted a firm offer to purchase
the Bonds.]
[Alternatives 2-4 are available choices if Alternative 1 does not apply] [Note that Alternative 3
[where two rules apply] involves portions of Sections 1, 2(a) and 2(b) and Alternative 4 involves portions of
2(a) and 2(b)]
[1. Sale of the Bonds. [Alternative 2 – All Maturities Use General Rule: As of the date of this certificate,
for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the
Public is the respective price listed in Schedule A.][Alternative 3 – Select Maturities Use General Rule: Sale of the
General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the
first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in
Schedule A.]
2. [Initial Offering Price of the [Bonds][Hold-the-Offering-Price Maturities]].
(a)
[Alternative 4 – All Maturities Use Hold-the-Offering-Price Rule: [SHORT NAME OF
UNDERWRITER][The Underwriting Group] offered the Bonds to the Public for purchase at the respective initial
offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the
pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.] [Alternative
3 – Select Maturities Use Hold-the-Offering-Price Rule: [SHORT NAME OF UNDERWRITER][The Underwriting
Group] offered the Hold- the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices
listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this certificate as Schedule B.]
* Preliminary, subject to change.
xi
(b)
[Alternative 4 – All Maturities use Hold-the-Offering-Price Rule: As set forth in the Notice
Inviting Bids for the Purchase of Bonds and bid award, [SHORT NAME OF UNDERWRITER][the members of the
Underwriting Group] [has][have] agreed in writing that, (i) for each Maturity of the Bonds, [it][they] would neither
offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price
for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling
group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail
distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution
agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined
below) has offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price
for that Maturity of the Bonds during the Holding Period.] [Alternative 3 - Select Maturities Use Hold-the-Offering-
Price Rule: As set forth in the Notice Inviting Bids for the Purchase of Bonds and bid award, [SHORT NAME OF
UNDERWRITER][the members of the Underwriting Group] [has][have] agreed in writing that, (i) for each Maturity
of the Hold-the-Offering-Price Maturities, [it][they] would neither offer nor sell any of the Bonds of such Maturity to
any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such
Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of
each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of
each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule.
Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-
Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of
the Bonds during the Holding Period.]
[2.][3.] Total Issue Price. The total of the issue prices of all the Maturities is $....................
[2.][4.] Defined Terms.
[(a)
General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the
“General Rule Maturities.”]
[(b)
Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto
as the “Hold-the-Offering-Price Maturities.”]
[(c)
Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the
Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([DATE]), or (ii)
the date on which the [SHORT NAME OF UNDERWRITER][the Underwriters] [has][have] sold at least 10% of such
Hold-the- Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-
the-Offering- Price Maturity.]
(a)
Issuer means the City of Chandler, Arizona.
(b)
Maturity means the Bonds with the same credit and payment terms. The Bonds with different
maturity dates, are treated as separate Maturities.
(c)
Public means any person (including an individual, trust, estate, partnership, association, company,
or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes
of the Bonds generally means any two or more persons who have greater than 50 percent common ownership,
directly or indirectly.
(d)
The Sale Date of the Bonds is January 13, 2026*.
(e)
Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with
the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and
(ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i)
of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group
or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
xii
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate
represents [SHORT NAME OF UNDERWRITER/REPRESENTATIVE]’s interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect
to certain of the representations set forth in the Certificate Relating To Federal Tax Matters of the Issuer and with
respect to compliance with the federal income tax rules affecting the Bonds, and by Greenberg Traurig, LLP, as Bond
Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for
federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income
tax advice that it may give to the Issuer from time to time relating to the Bonds.
[UNDERWRITER/REPRESENTATIVE]
By:_______________________________________
Authorized Representative
Dated: [Closing Date]
SCHEDULE A
[EXPECTED OFFERING PRICES] [SALE PRICES]
(ATTACHED)
SCHEDULE B
[COPY OF UNDERWRITER’S BID] (ATTACHED)
1
OFFICIAL STATEMENT
$160,000,000*
CITY OF CHANDLER, ARIZONA
GENERAL OBLIGATION BONDS,
SERIES 2026
INTRODUCTORY STATEMENT
The Official Statement, which includes the cover page, inside front cover page and the appendices hereto (the “Official Statement”),
has been prepared in connection with the original sale and issuance by the City of Chandler, Arizona (the “City”) of its General
Obligation Bonds, Series 2026 in the aggregate principal amount of $160,000,000* (the “Bonds”).
The Bonds will be issued in the form of fully registered bonds, registered in the name Cede & Co., as nominee of The Depository
Trust Company(“DTC”). DTC will act as the securities depository for the Bonds.
All financial and other information presented in this Official Statement has been provided by the City from its records, except for
information expressly attributed to other sources. The presentation of information, including tables of receipts from revenues, taxes
and other sources, is intended to show recent historic information and is not intended to indicate future or continuing trends in the
financial position or other affairs of the City. No representation is made that past experience, as is shown by that financial and other
information, will necessarily continue or be repeated in the future.
Reference to provisions of Arizona law, whether codified in the Arizona Revised Statutes (the “Arizona Revised Statutes” or
“A.R.S.”), or uncodified, or of the Arizona constitution (the “Arizona Constitution”) or the Charter of the City (the “Charter”) are
references to those current provisions. Those provisions may be amended, repealed or supplemented.
As used in this Official Statement “debt service” means principal and interest on the obligations referred to, “County” means
Maricopa County, Arizona and “State” or “Arizona” means the State of Arizona. Initial capitals denote terms defined herein.
Concurrently with the issuance of the Bonds, the City expects to offer its $190,000,000* Excise Tax Revenue Obligations, Series
2026 (the “Series 2026 Excise Tax Obligations”) , pursuant to a separate official statement. See “STATEMENTS OF BONDS
OUTSTANDING – Excise Tax Revenue Obligations Outstanding and to be Outstanding” in APPENDIX B – “CITY OF
CHANDLER, ARIZONA – FINANCIAL DATA”.
THE BONDS
Authorization and Purpose – Bonds
The Bonds will be issued pursuant to the Arizona Constitution and laws of the State, and under the provisions of Resolution No.
5947 authorizing issuance of the Bonds adopted by the Mayor and City Council of the City on November 13, 2025 (the “Resolution”).
The Bonds were authorized by the qualified electors of the City voting at special bond elections held on May 16, 1989, May 18,
2004, May 15, 2007 and November 2, 2021.
The Bonds are being issued in order to provide funds for the purpose of (i) acquiring and constructing improvements to parks and
recreation facilities, public facilities and buildings, streets, public safety facilities and storm water management systems and
(ii) paying the costs of issuance of the Bonds.
Authorized and Unissued Bonds
The City expects to issue additional general obligation bonds in the future pursuant to existing and future voted bond authorizations.
Such bonds may be secured by, and payable from, the same levy of ad valorem taxes as the Bonds and all other outstanding general
obligation bonds of the City. Following the sale of the Bonds, the City will have $________* aggregate principal amount of general
obligation bonds authorized but unissued, pursuant to voter approvals given at special bond elections held on May 16, 1989, May
18, 1993, May 20, 1997, May 18, 2004, May 15, 2007, November 2, 2021, and November 4, 2025. In addition, certain amounts of
net premium on general obligation bonds of the City reduce the principal amount of authorized but unissued general obligation bonds
of the City.
2
General Provisions
The Bonds will be dated as of the date of initial delivery. The Bonds will mature on the dates and in the principal amounts set forth
on the inside front cover page of this Official Statement. Interest on the Bonds will be payable semiannually on January 1 and July
1 commencing July 1, 2026* (each, an “Interest Payment Date”) and thereafter until maturity or prior redemption. See “THE
BONDS – Redemption Provisions” herein.
The Bonds will initially be registered in the name of Cede & Co., the nominee of The Depository Trust Company(“DTC”), for the
purpose of the book-entry-only system (“Book-Entry-Only System”) described herein. The City has chosen the close of business of
the Bond Registrar and Paying Agent (as defined herein) on the fifteenth (15th) day of the month in the month preceding an Interest
Payment Date (the “Record Date”) for the Bonds. Beneficial ownership interests in the Bonds may be purchased through direct and
indirect participants of DTC in the principal amounts of $5,000 or integral multiples thereof due on a specific maturity date. See
APPENDIX F – “BOOK-ENTRY-ONLY SYSTEM.”
So long as Cede & Co. is the registered owner of the Bonds, as nominee for DTC, references herein to “Owners” or registered owners
of the Bonds (other than under the captions “TAX EXEMPTION”) shall mean Cede & Co., as aforesaid, and shall not mean the
owners of book-entry interests in the Bonds. When notices are given, they shall be sent by the City or the hereinafter-described
Bond Registrar and Paying Agent to DTC only.
See “TAX EXEMPTION” for a discussion of the treatment of the interest on the Bonds for federal and State income tax purposes.
Bond Registrar and Paying Agent
U.S. Bank Trust Company, National Association, will serve as the initial bond registrar and paying agent (the “Bond Registrar
and Paying Agent”) for the Bonds. The City may change the Bond Registrar and Paying Agent without notice or consent of the
registered owners of the Bonds.
Redemption Provisions
The Bonds maturing before and on July 1, 2035*, will not be subject to redemption prior to their stated maturity dates. The Bonds
maturing on or after July 1, 2036*, will be subject to optional redemption prior to their stated maturity dates, at the direction of the
City, in whole or in part in denominations of $5,000 or integral multiples thereof from maturities selected by the City, on July 1,
2035*, and on any date thereafter, at a redemption price equal to the principal amount of Bonds being redeemed plus accrued interest
to the date fixed for redemption, without premium.
Mutilated, Lost or Destroyed Bonds
If the Book-Entry-Only System described above is discontinued, and any Bond becomes lost, stolen or destroyed, or mutilated, the
Bond Registrar 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.
Registration and Transfer
So long as the Book-Entry-Only System is in effect, the Bonds will not be transferred. If the Book-Entry-Only System is
discontinued, the Bonds will be transferred only upon the bond register maintained by the Bond Registrar and Paying Agent and one
or more new Bonds, registered in the name of the transferee, of the same principal amount, maturity and rate of interest as the
surrendered Bonds will be authenticated, upon surrender to the Bond Registrar and Paying Agent of the Bond or Bonds to be
transferred, together with an appropriate instrument of transfer executed by the transferor if the Bond Registrar and Paying Agent’s
requirements for transfer are met. The Bond Registrar and Paying Agent may, but will not be required to, transfer or exchange any
Bonds during the period from the Record Date to and including the next respective Interest Payment Date. The Bond Registrar and
Paying Agent may, but will not be required to, transfer
_________________________
* Preliminary, subject to change.
3
or exchange any Bonds which have been selected for redemption. If the Bond Registrar and Paying Agent transfers or exchanges
Bonds within the periods referred to above, the interest payment on such Bonds will be made payable to and mailed to the owners
shown on the bond register maintained by the Bond Registrar and Paying Agent as of the close of business on the respective
Record Date.
If the Book-Entry-Only System is discontinued, the transferor will be responsible for all transfer fees, taxes, and any other costs
relating to the transfer of ownership of individual Bonds.
Security For and Sources of Payment of the Bonds
The Bonds are direct, general obligations of the City and are payable as to both principal and interest from a continuing, direct,
annual, ad valorem tax levied against all of the taxable property located within the boundaries of the City. The Bonds are payable
from such tax without limit as to rate or amount. Such tax is to be levied, assessed and collected as other taxes of the City, in an
amount sufficient to pay the interest on all the Bonds then outstanding and installments of the principal of the Bonds becoming due
and payable in the ensuing year. A record of property taxes levied and collected for the City for the most recent five fiscal years
may be found in APPENDIX B – “CITY OF CHANDLER, ARIZONA – FINANCIAL DATA,” attached hereto. The proceeds of
such taxes will be kept by the City in a debt service fund, and by law may be used only for payment of principal, interest, premium,
if any, and costs of the Bonds. Following collection and deposit of the proceeds of the taxes into the debt service fund, the City may
invest such proceeds in investments as permitted by law.
Pursuant to A.R.S. Section 35-458.C, the Bond are secured by a lien on all revenues received pursuant to the tax levy. The lien
arises automatically without the need for any action or authorization by the City Council. The lien is valid and binding from the
time of issuance of the Bonds, and the revenues received pursuant to the levy of the tax are immediately subject to the lien. The lien
attaches immediately to the revenues and is effective, binding and enforceable against the City and any successors, transferees,
creditors and all other parties asserting rights in the revenues, irrespective of whether the parties have notice of the lien, without the
need for any physical delivery, recordation, filing or further act.
The various opinions to be delivered in connection with the Bonds will be qualified by reference to bankruptcy, insolvency and other
laws relating to or affecting creditors’ rights. Judicial enforcement statutes such as A.R.S. Section 35-458 are within the discretion
of a court. The validity and priority of the statutory lien granted by such statute has not been adjudicated in any proceeding brought
under Chapter 9 of the United States Bankruptcy Code, and the status of the rights and remedies of the owners of bonds and notes
in a proceeding to restructure municipal debt under Chapter 9 of the United States Bankruptcy Code, or pursuant to other
subsequently enacted laws relating to creditors’ rights, has not been adjudicated.
Pursuant to the Resolution, payment of all or any part of the Bonds may be provided for by the irrevocable deposit, in trust, of
moneys or obligations issued or guaranteed by the United States of America (“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 when due the principal or redemption price of and interest on such Bonds. 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 Bonds
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. Any Bonds so provided for will no longer be outstanding under the Resolution or payable from ad valorem
taxes on taxable property in the City, and the owners of such Bonds shall thereafter be entitled to payment only from the moneys
and Defeasance Obligations deposited in trust.
4
SOURCES AND USES OF FUNDS
Sources of Funds
Principal Amount
$160,000,000.00*
[Net] Original Issue Premium (a)
Total Sources
Uses of Funds
Project Fund
Costs of Issuance (b)
Deposit to the Debt Service Fund
Total Uses
(a) [Net original issue premium consists of original issue premium on the Bonds less original issue discount on the Bonds.]
(b) Includes fees of Bond Counsel, Bond Registrar and Paying Agent, Official Statement preparation, Piper Sandler & Co. (the
“Financial Advisor”), rating agencies and other costs related to the issuance and delivery of the Bonds.
_________________________
* Preliminary, subject to change.
5
DEBT SERVICE REQUIREMENTS (a)
The following schedule sets forth (i) the annual debt service requirements of the outstanding general obligation bonds of the City,
(ii) plus the debt service requirements of the Bonds, and (iii) the combined total annual general obligation bond debt service
requirements of the City after issuance of the Bonds.
(a) Prepared by the Financial Advisor to the City. Columns may not add up due to rounding.
(b) The first interest payment on the Bonds will be due July 1, 2026*. Thereafter, interest payments will be made semiannually on
January 1 and July 1 until the prior redemption or final maturity of the Bonds.
_________________________
* Preliminary, subject to change.
Less:
Water &
Net General
Fiscal
Outstanding
Wastewater
Obligation
Year
General Obligation
Plus:
Revenue
Bonded Debt
Ended
Bonded Debt
The Bonds*
Supported
Service to be
June 30
Debt Service
Principal
Interest (b)
GO Debt Service
Outstanding
2026
52,284,843
$
$3,809,944
10,904,723
$
45,190,064
$
2027
42,451,605
$2,500,000
7,070,000
9,366,219
42,655,386
2028
45,245,773
1,000,000
6,945,000
11,318,273
41,872,499
2029
18,349,985
8,000,000
6,895,000
33,244,985
2030
20,056,860
3,000,000
6,495,000
29,551,860
2031
17,496,060
4,000,000
6,345,000
27,841,060
2032
17,028,435
4,000,000
6,145,000
27,173,435
2033
12,348,625
5,000,000
5,945,000
23,293,625
2034
11,931,250
5,000,000
5,695,000
22,626,250
2035
2,178,125
9,000,000
5,445,000
16,623,125
2036
11,500,000
4,995,000
16,495,000
2037
12,000,000
4,420,000
16,420,000
2038
12,500,000
3,940,000
16,440,000
2039
13,000,000
3,440,000
16,440,000
2040
13,500,000
2,920,000
16,420,000
2041
14,000,000
2,380,000
16,380,000
2042
14,000,000
1,820,000
15,820,000
2043
14,000,000
1,260,000
15,260,000
2044
14,000,000
700,000
14,700,000
239,371,560
$
$160,000,000
$86,664,944
31,589,215
$
454,447,289
$
6
TAX EXEMPTION
General
The Internal Revenue Code of 1986, as amended (the “Code”), includes requirements which the City must continue to
meet after the issuance of the Bonds in order that the interest on the Bonds be and remain excludable from gross income
for federal income tax purposes. The City’s failure to meet these requirements may cause the interest on the Bonds to be
included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. The City has
covenanted in the Resolution to take the actions required by the Code in order to maintain the exclusion from gross income
for federal income tax purposes of interest on the Bonds.
In the opinion of Bond Counsel, assuming the accuracy of certain representations and certifications of the City and
continuing compliance by the City with the tax covenants referred to above, under existing statutes, regulations, rulings
and court decisions, the interest on the Bonds is excludable from gross income of the holders thereof for federal income
tax purposes. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals, but in the case of the alternative minimum tax imposed by Section 55(b)(2) of the Code on
applicable corporations (as defined in Section 59(k) of the Code), interest on the Bonds is not excluded from the
determination of adjusted financial statement income. Bond Counsel is further of the opinion that the interest on the Bonds
is exempt from income taxation under the laws of the State. Bond Counsel will express no opinion as to any other tax
consequences regarding the Bonds. Prospective purchasers of the Bonds should consult with their own tax advisors as to
the status of interest on the Bonds under the tax laws of any state other than the State.
The above opinion on federal tax matters with respect to the Bonds will be based on and will assume the accuracy of
certain representations and certifications of the City, and compliance with certain covenants of the City to be contained
in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Bonds will
be and will remain obligations the interest on which is excludable from gross income for federal income tax purposes.
Bond Counsel will not independently verify the accuracy of those certifications and representations. Bond Counsel will
express no opinion as to any other consequences regarding the Bonds.
Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting
from the receipt or accrual of the interest on the Bonds, or the ownership or disposition of the Bonds. Prospective
purchasers of Bonds should be aware that the ownership of Bonds may result in other collateral federal tax consequences,
including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds,
(ii) the reduction of the loss reserve deduction for property and casualty insurance companies by the applicable statutory
percentage of certain items, including the interest on the Bonds, (iii) the inclusion of the interest on the Bonds in the
earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (iv) the
inclusion of the interest on the Bonds in the passive income subject to federal income taxation of certain Subchapter S
corporations with Subchapter C earnings and profits at the close of the taxable year, (v) the inclusion of interest on the
Bonds in the determination of the taxability of certain Social Security and Railroad Retirement benefits to certain
recipients of such benefits, (vi) net gain realized upon the sale or other disposition of property such as the Bonds generally
must be taken into account when computing the Medicare tax with respect to net investment income or undistributed net
investment income, as applicable, imposed on certain high income individuals and specified trusts and estates and (vii)
receipt of certain investment income, including interest on the Bonds, is considered when determining qualification limits
for obtaining the earned income credit provided by Section 32(a) of the Code. The nature and extent of the other tax
consequences described above will depend on the particular tax status and situation of each owner of the Bonds.
Prospective purchasers of the Bonds should consult their own tax advisors as to the impact of these and any other tax
consequences.
Bond Counsel’s opinions are based on existing law, which is subject to change. Such opinions are further based on factual
representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its
opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel’s attention, or to reflect any
changes in law that may thereafter occur or become effective. Moreover, Bond Counsel’s opinions are not a guarantee of
a particular result, and are not binding on the Internal Revenue Service or the courts; rather, such opinions represent Bond
Counsel’s professional judgment based on its review of existing law, and in reliance on the representations and covenants
that it deems relevant to such opinion.
7
Original Issue Discount and Original Issue Premium
Certain of the Bonds (“Discount Bonds”) may be offered and sold to the public at an original issue discount (“OID”).
OID is the excess of the stated redemption price at maturity (the principal amount) over the “issue price” of a Discount
Bond determined under Code Section 1273 or 1274 (i.e., for obligations issued for money in a public offering, the initial
offering price to the public (other than to bond houses and brokers) at which a substantial amount of the obligation of the
same maturity is sold pursuant to that offering). For federal income tax purposes, OID accrues to the owner of a Discount
Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter
permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership
of a Discount Bond (i) is interest excludable from the owner’s gross income for federal income tax purposes to the same
extent, and subject to the same considerations discussed above, as other interest on the Bonds, and (ii) is added to the
owner’s tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale, or other disposition of
that Discount Bond.
Certain of the Bonds (“Premium Bonds”) may be offered and sold to the public at a price in excess of their stated
redemption price (the principal amount) at maturity (or earlier for certain Premium Bonds callable prior to maturity). That
excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to
maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond
callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an
earlier call date that results in the lowest yield on that Premium Bond), compounded semiannually (or over a shorter
permitted compounding interval selected by the owner). No portion of that bond premium is deductible by the owner of
a Premium Bond. For purposes of determining the owner’s gain or loss on the sale, redemption (including redemption at
maturity), or other disposition of a Premium Bond, the owner’s tax basis in the Premium Bond is reduced by the amount
of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal
income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount
paid by the owner for that Premium Bond.
Owners of Discount and Premium Bonds should consult their own tax advisors as to the determination for federal income
tax purposes of the amount of OID or bond premium properly accruable or amortizable in any period with respect to the
Discount or Premium Bonds and as to other federal tax consequences, and the treatment of OID and bond premium for
purposes of state and local taxes on, or based on, income.
Changes in Federal and State Tax Law
From time to time, there are legislative proposals suggested, debated, introduced or pending in Congress or in the State
legislature that, if enacted into law, could alter or amend one or more of the federal tax matters, or state tax matters,
respectively, described above including, without limitation, the excludability from gross income of interest on the Bonds,
adversely affect the market price or marketability of the Bonds, or otherwise prevent the holders from realizing the full
current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may
be enacted, or whether, if enacted, any such proposal would affect the Bonds. Prospective purchasers of the Bonds should
consult their tax advisors as to the impact of any proposed or pending legislation.
Information Reporting and Backup Withholding
Interest paid on tax-exempt bonds such as the Bonds is subject to information reporting to the Internal Revenue Service
in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability
of interest on the Bonds from gross income for federal income tax purposes. However, in conjunction with that
information reporting requirement, the Code subjects certain non-corporate owners of the Bonds, under certain
circumstances, to “backup withholding” at the rates set forth in the Code, with respect to payments on the Bonds and
proceeds from the sale of the Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal
income tax of such owner of the Bonds. This withholding generally applies if the owner of the Bonds (i) fails to furnish
the payor such owner’s social security number or other taxpayer identification number (“TIN”), (ii) furnished the payor
an incorrect TIN, (iii) fails to properly report interest, dividends, or other “reportable payments” as defined in the Code,
or (iv) under certain circumstances, fails to provide the payor or such owner’s securities broker with a certified statement,
signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding.
Prospective purchasers of the Bonds may also wish to consult with their tax advisors with respect to the need to furnish
certain taxpayer information in order to avoid backup withholding.
8
LEGAL MATTERS
Certain legal matters relating to the authorization, sale and execution and delivery of the Bonds and with regard to the
tax-exempt status of the interest on the Bonds are subject to the legal opinion of Bond Counsel. (See “TAX
EXEMPTION”). The signed legal opinion of Bond Counsel dated and premised on facts existing and law in effect as of
the date of original execution and delivery of the Bonds, will be delivered to the City at the time of original execution and
delivery of the Bonds.
The form of the legal opinion is set forth as APPENDIX C – “FORM OF APPROVING LEGAL OPINION”. The legal
opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion
will speak only as of its date, and subsequent distributions of it by recirculation of this Official Statement or otherwise
shall create no implication that Bond Counsel has reviewed or expressed any opinion concerning any of the matters
referred to in the opinion subsequent to its date. In rendering its opinion, Bond Counsel will rely upon certificates and
representations of facts to be contained in the transcript of proceedings which Bond Counsel will not have independently
verified.
While Bond Counsel has participated in the preparation of portions of this Official Statement, it has not been engaged to
confirm or verify, and expresses and will express no opinion as to, the accuracy, completeness or fairness of any
statements in this Official Statement, or in any other reports, financial information, offering or disclosure documents or
other information pertaining to the City or the Bonds that may be prepared or made available by the City or others to the
holders of the Bonds or others.
From time to time, there are legislative proposals (and interpretations of such proposals by courts of law and other entities
and individuals) which, if enacted, could alter or amend the property tax system of the State and numerous matters, both
financial and nonfinancial, impacting the operations of municipalities which could have a material impact on the City and
could adversely affect the secondary market value or marketability of the Bonds. It cannot be predicted whether or in
what form any such proposal might be enacted or whether, if enacted, it would apply to obligations (such as the Bonds)
issued prior to enactment.
The legal opinions to be delivered concurrently with the delivery of the Bonds will express the professional judgment of
the attorneys rendering the opinion as to the legal issues explicitly addressed therein dated and speaking only as of the
date of delivery of the Bonds. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of
that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to the
transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the
transaction.
CYBERSECURITY
The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct
its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is
potentially subject to cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks.
United States government agencies have in the past issued warnings indicating that critical infrastructure sectors such as
water systems may be specific targets of cybersecurity threats.
The City believes it has taken reasonable steps to protect against and mitigate the adverse effects of cyberattacks, including
steps to harden its cybersecurity and provide training for employees in cyber awareness and the use of the City’s digital
networks and systems. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be
successful in all cases, or that any such attack will not materially impact the operations or finances of the City.
LITIGATION
No Litigation Relating to the Bonds
To the knowledge of the appropriate representatives of the City, no litigation or administrative action or proceeding is
pending or threatened restraining or enjoining, or seeking to restrain or enjoin, the execution or delivery of the Bonds or
contesting or questioning the proceedings and authority under which the Bonds have been authorized and are to be
executed, sold or delivered, or the validity of the sale of the Bonds. An authorized City representative will deliver a
certificate to the same effect at the time of the original delivery of the Bonds.
9
Other Litigation Against the City
Like any large municipality, the City is currently involved in multiple lawsuits and annually receives numerous claims
pertaining to City operations. The City retains responsibility for payment of the first $1,750,000 of each loss, and has
excess insurance for the next $30 million. The City is adequately funded for its retention. Based on the information
currently available to the City, as of the date of this Official Statement none of the pending lawsuits or received claims
are reasonably anticipated to exceed the City’s available insurance coverage or materially adversely affect the City or its
ability to collect property taxes, which are the source of repayment of the Bonds.
FINANCIAL STATEMENTS
The audited financial statements of the City as of June 30, 2024, and for its fiscal year then ended, which are included as
APPENDIX D – “CITY OF CHANDLER, ARIZONA – AUDITED FINANCIAL STATEMENTS OF THE CITY OF
CHANDLER, ARIZONA FOR THE FISCAL YEAR ENDED JUNE 30, 2024” of this Official Statement, have been
audited by Heinfeld, Meech & Co., P.C. These are the most recent audited financial statements available to the City.
These audited financial statements may not represent the current financial conditions of the City. The City did not request
the consent of Heinfeld, Meech & Co., P.C. to include its report and Heinfeld, Meech & Co., P.C. has performed no
procedures subsequent to rendering its opinion on the financial statements.
CONTINUING SECONDARY MARKET DISCLOSURE
The City has agreed for the benefit of the beneficial owners of the Bonds, in accordance with Rule 15c2-12 of the
Commission (the “Rule”) to provide certain financial information and operating data relating to the City by not later than
February 1 in each year commencing February 1, 2027 (the “Annual Reports”), and to provide notices of the occurrence
of certain enumerated events (the “Notices”) as set forth in APPENDIX E – “FORM OF CONTINUING DISCLOSURE
UNDERTAKING.” The Annual Reports and the Notices and any other documentation or information required to be filed
by such covenants will be filed by the City with the Municipal Securities Rulemaking Board (the “MSRB”) in a format
prescribed by the MSRB. Currently, the MSRB requires filing through the MSRB’s Electronic Municipal Market Access
system, as described in APPENDIX E – “FORM OF CONTINUING DISCLOSURE UNDERTAKING.” The specific
nature of the information to be contained in the Annual Report and the Notices and the method of their dissemination is
set forth in APPENDIX E. These covenants will be made in order to assist the original purchaser in complying with the
Rule. A failure by the City to comply with these covenants must be reported in accordance with the Rule and must be
considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of Bonds in the
secondary market. Pursuant to Arizona Law, the ability of the City to comply with such covenants is subject to annual
appropriation of funds sufficient to provide for the costs of compliance with such covenants. Should the City not comply
with such covenants due to a failure to appropriate for such purpose, the City has covenanted to provide notice of such
failure. Absence of continuing disclosure, due to non-appropriation or otherwise, may adversely affect the transferability
and marketability of the Bonds.
The City previously entered into continuing disclosure undertakings (the “Prior Undertakings”) with respect to certain
previously issued bonds which require the filing of certain event notices. The City timely filed its Annual Financial Report
for fiscal year ending June 30, 2018 though and including fiscal year ended June 30, 2022; however, the filing was not
associated with all of the related CUSIP numbers until October 28, 2021.
The City has implemented procedures to facilitate compliance with the Prior Undertakings, the continuing disclosure
undertaking related to the Bonds and future similar undertakings.
RATINGS
Fitch Ratings, Inc. (“Fitch”), Moody’s Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a division of
Standard & Poor’s Financial Services LLC (“S&P”), have assigned the ratings of “___”, “___” and “___,” respectively,
on the Bonds. Such ratings reflect only the views of Fitch, Moody’s and S&P. An explanation of the significance of the
Fitch rating may be obtained at 300 West 57th Street, New York, New York 10019. An explanation of the significance of
10
a rating assigned by Moody’s may be obtained at One Front Street, Suite 1900 San Francisco, California 94111. An
explanation of the significance of a rating assigned by S&P may be obtained at 55 Water Street, New York, New York
10041. Such ratings may be revised downward or withdrawn entirely by Fitch, Moody’s, or S&P, if, in their respective
judgment, circumstances so warrant. Any downward revision or withdrawal of such ratings may have an adverse effect
on the market price of the Bonds. The City has covenanted in its continuing disclosure certificate (see “CONTINUING
SECONDARY MARKET DISCLOSURE” herein) that it will file notice of any formal change in any such rating relating
to the Bonds.
FINANCIAL ADVISOR
The Financial Advisor has been engaged by the City for the purpose of advising the City as to certain debt service
structuring matters specific to the Bonds and on certain matters relative to the City’s overall debt financing program. The
Financial Advisor has assisted in the assembly and preparation of this Official Statement at the direction and on behalf of
the City. No person is entitled to rely on the Financial Advisor’s participation as an assumption of responsibility for, or
an expression of opinion of any kind with regard to, the accuracy or completeness of the information contained herein.
RELATIONSHIP BETWEEN PARTIES
Bond Counsel has acted as bond counsel or represented the Financial Advisor in other financing transactions underwritten
by the Financial Advisor and may do so in the future.
POLITICAL DONATIONS
To the best of their knowledge, none of the City, the Bond Registrar and Paying Agent, the Financial Advisor or their
counsel or agents are known to have made political contributions other than those, if any, permitted under applicable
securities regulations to any person who sought a seat on the City Council at its last election or any election prior to the
last election.
CERTIFICATION CONCERNING OFFICIAL STATEMENT
Documents delivered with respect to the Bonds will include a certificate to the effect that to the knowledge of the Deputy
City Manager/Chief Financial Officer of the City after appropriate review, this Official Statement is true, correct and
complete in all material respects and does not include any untrue statement of a material fact or omit to state any material
fact necessary to make such statements and information herein, in light of the circumstances under which they were made,
not misleading and that no event has occurred since date of this Official Statement that should be disclosed herein in order
to make the statements and information herein not misleading in any material respect. In the event this Official Statement
is supplemented or amended prior to the date of delivery of the Bonds, the foregoing confirmation will also encompass
such supplements or amendments. All financial and other information presented in this Official Statement has been
provided by the City from its records, except for information expressly attributed to other sources. The presentation of
information, including tables of receipts from taxes and other sources, is intended to show certain historic information,
and is not intended to indicate future or continuing trends in the financial position or other affairs of the City. No
representation is made that past experience, as is shown by that financial and other information, will necessarily continue
or be repeated in the future.
ADDITIONAL INFORMATION
The information in this Official Statement has been provided by the City, the County, Arizona, Assessor’s, Treasurer’s
and Finance offices, the Arizona Department of Revenue and other sources which are considered to be reliable and are
customarily relied upon in the preparation of similar official statements, but such information is not guaranteed as to
accuracy or completeness. All estimates and assumptions contained herein are believed to be reliable, but no
representations are made that such estimates and assumptions are correct or will be realized. Any information or
expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor
any sale hereunder shall under any circumstances create an implication that there has been no change as to the affairs of
11
the City. This Official Statement may be supplemented from time to time by the provision of supplemental or additional
documents.
CONCLUDING STATEMENT
The summaries or descriptions of documents contained herein and all references to other materials not purporting to be
quoted in full are only brief outlines of certain provisions thereof and do not constitute complete statements of such
provisions and do not summarize all the pertinent provisions of such documents. For further information, reference should
be made to the complete documents, copies of which are available for inspection from the Financial Advisor.
To extent that any statements made in this Official Statement involve matters of opinion or estimates, whether or not
expressly stated to be such, they are made as such and not as representations of fact or certainty and no representation is
made that any of these opinions or estimates have been or will be realized. Information in this Official Statement has
been derived by the City from official records and other sources and is believed to be reliable. Information other than that
obtained from the official records of the City has not been independently confirmed or verified by the City and its accuracy
is not guaranteed. The presentation of information, including tables of receipts from taxes and other sources, is intended
to show recent historic information and is not intended to indicate future or continuing trends in the financial position or
other affairs of the City. No representation is made that past experience, as is shown by that financial or other information,
will necessarily continue or be repeated in the future.
Neither this Official Statement nor any statement that may have been or that may be made orally or in writing is to be
construed as part of a contract or agreement between the City and the purchasers or holders of any Bonds.
The attached Appendices A through F are integral parts of this Official Statement and must be read together with all of
the foregoing statements.
This Official Statement has been prepared on direction of the City and has been approved by and executed for and on
behalf of the City by its authorized representative indicated below.
CITY OF CHANDLER, ARIZONA
By:
Kevin Hartke, Mayor
A-1
APPENDIX A
CITY OF CHANDLER, ARIZONA
GENERAL ECONOMIC AND DEMOGRAPHIC INFORMATION
General
The City is located in the southeastern portion of the County. The City encompasses more than 65 square miles and is
one of several major cities comprising the greater Phoenix, Arizona metropolitan area, which is Arizona’s economic,
political and population center.
The City was founded in 1912 and incorporated in 1920. The following table sets forth a record of the population statistics
of the City since 1980, along with the population statistics for the County and the State.
POPULATION STATISTICS
Year
City of
Maricopa
State of
Chandler
County
Arizona
2024 Estimate (a)
286,342
4,726,247
7,621,703
2020 Census
275,987
4,420,568
7,151,502
2010 Census (Revised)
236,326
3,817,117
6,392,017
2005 Special Census
233,681
3,700,516
6,044,985
2000 Census
176,581
3,072,149
5,130,632
1990 Census
90,533
2,122,101
3,665,305
1980 Census
29,673
1,509,175
2,716,546
(a)
Estimate as of July 1, 2024 (released in December 2024) provided by the Arizona Office of Economic
Opportunity.
Source:
Arizona Office of Economic Opportunity and the U.S. Census Bureau.
The following table contains historical information in regard to the geographic incorporated size of the City as set forth
in square miles.
LAND AREA
City of Chandler, Arizona
Year
Square
Miles
2025
65.75
2024
65.74
2023
65.68
2022
65.55
2021
65.53
Source:
The City Management Services Department and City Planning Division.
A-2
Municipal Government and Organization
The City adopted the City Charter in 1965 which provides for a Council-Manager form of government. The seven-
member City Council is elected at-large on a staggered basis and consists of the Mayor and six councilmembers. The
current Mayor and councilmembers serve four-year terms.
The City Council appoints the City Manager who has full responsibility for carrying out City Council policies and
administering City operations. The City Manager is responsible for appointment of department heads. The City
employees are hired under procedures as specified in the City Charter. The government and operations of the City are
provided by a staff of 1,756 full-time equivalent employees.
Economy
The major industry clusters contributing to the economic base of the City include high-tech manufacturing and
development, advanced business services, retail and consumer services, healthcare, and financial services. The City is
home to a wide variety of technology industries, with a heavy concentration in the semiconductor cluster. The continued
economic development of the City is driven by the educational attainment of City residents. Approximately 78% of adult
residents have attended some college and 49% possess a bachelor’s or advanced degree. This educational attainment
level attracts employers in “knowledge based” industries, adding to the concentration of high-wage jobs.
The following table sets forth unemployment rate averages for the City, the County, the State and the United States.
UNEMPLOYMENT RATE AVERAGES (a)
Calendar
Year
City of
Chandler
Maricopa
County
State of
Arizona
United
States
2025 (b)
3.3%
3.6%
4.1%
2.7%
2024
2.9
3.1
3.6
4.3
2023
3.0
3.4
3.8
3.8
2022
2.9
3.1
3.7
3.6
2021
4.0
4.5
4.9
5.4
(a)
Data is not seasonally adjusted.
(b)
Data through July 2025.
Source:
Arizona Office of Economic Opportunity, in cooperation with the U.S. Department of Labor, Bureau of Labor
Statistics.
The City has five designated employment corridors: Airpark Area, Downtown Chandler, Price Corridor, Uptown
Chandler and West Chandler. The five corridors represent approximately 76% of all the jobs in the City. There are more
than 50 companies on the 2025 Fortune 1000 list in the City, and two companies in the Fortune 500 are headquartered in
the City (Insight Enterprises and Microchip Technology). Below is data from the Maricopa Association of Governments
(MAG) 2023 Employer Database with data on the five designated employment corridors:
Employment Corridor
Number of Businesses
Number of Jobs
Airpark Area
484
14,130
Downtown Chandler
123
3,560
Price Corridor
747
43,900
Uptown Chandler
566
12,070
West Chandler
841
29,880
The City has approximately 12 million square feet of office space and more than 30 million square feet of industrial space
throughout the City.
A-3
Employment and Employers
Electronics plants located in the City include: Microchip Technologies, producer of electronic circuitry; Rogers
Corporation, manufacturer of materials for printed circuit boards and power electronic devices; Intel Corporation,
manufacturer of microcomputer components; and NXP, manufacturer of semiconductor and satellite systems.
A partial list of major manufacturing employers located within the City is set forth in the following table.
MAJOR MANUFACTURING EMPLOYERS (a)
City of Chandler, Arizona
Employer
Employees
Intel
12,000
Northrop Grumman
1,700
Microchip Technology (HQ)
1,700
NXP
1,700
Rogers Corporation (HQ)
400
Arizona Nutritional Supplements (HQ)
345
Ultra Clean Technology
320
Applied Materials
300
ASML
300
TEL - Tokyo Electron America
250
ArmorWorks
240
Goodrich Turbomachinery
230
SOLLiD Cabinetry
205
Advantest (Essai)
170
Adept Life Sciences
150
Air Products and Chemicals
150
Isola (HQ)
150
CoValence Laboratories
140
Infineon Technologies Americas Corp
140
Advanced Circuits
130
(a) Some of the major manufacturing employers are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and in accordance therewith file reports, proxy statements and other
information (collectively, the “Filings”) with the Commission. Such Filings may be inspected and copies are
available at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C.
20549. In addition, the Filings may also be inspected at the offices of the New York Stock Exchange (“NYSE”) at 20
Broad Street, New York, New York 10005. The Filings may also be obtained through the internet on the
Commission’s EDGAR database at http://www.sec.gov. None of the City, Bond Counsel, the Financial Advisor or
their respective agents or consultants have examined the information set forth in the Filings for accuracy or
completeness, nor do they assume responsibility for the same.
Source: The City’s Economic Development Division.
A-4
The City also serves as the location of a significant number of non-manufacturing employers. The following is a partial
list of major non-manufacturing employers in the City.
MAJOR NON-MANUFACTURING EMPLOYERS (a)
City of Chandler, Arizona
Employer
Employees
Wells Fargo Bank
5,500
Chandler Unified School District
4,900
Bank of America
3,600
Chandler Regional Medical Center (Dignity Health)
3,000
City of Chandler
2,300
PayPal
1,500
Insight Enterprises (HQ)
1,400
Bashas (HQ and Distribution Center)
1,100
Chandler-Gilbert Community College
1,000
Verizon Wireless
1,000
INTRAEDGE
850
Liberty Mutual Insurance
800
Toyota Financial Services
780
Safelite Auto Glass
700
Avnet
600
Allstate Insurance Company
500
Republic Services
500
_____________________
(a) Some of the major non-manufacturing employers are subject to the informational requirements of the Exchange Act,
and in accordance therewith file the Filings with the Commission. The Filings may be inspected and copies are
available at the public reference facilities maintained by the Commission. In addition, the Filings may also be
inspected at the offices of the NYSE or on the Commission’s EDGAR database. None of the City, the Financial
Advisor, Bond Counsel or their respective agents or consultants have examined the information set forth in the Filings
for accuracy or completeness, nor do they assume responsibility for the same.
Source: The City’s Economic Development Division.
Agriculture
Agricultural production still is a contributor to the diversified economic base of the City. Principal products include
livestock, alfalfa, small grains, citrus and vegetables. As the residential, commercial and industrial development of the
City has occurred, the contribution of agricultural production to the economy of the City has decreased.
Commerce
A 1.3 million square foot super-regional shopping mall known as Chandler Fashion Center opened for business in 2001.
This mall is home to three anchor department stores, including Dillard’s, Macy’s, and Scheels; a Harkins theater complex,
outdoor urban village and more than 180 specialty retail shops. Additionally, the Downtown Chandler entertainment and
business district serves as a hub for commercial activities due to numerous retail, restaurant and entertainment venues.
Several community shopping centers serve residents of the City and surrounding areas, including Chandler Pavilions,
Casa Paloma, Chandler Festival, Chandler Gateway, Paseo Del Oro Shopping Center, North Park Plaza Shopping Center,
Fulton Ranch Towne Center and Crossroads Towne Center. A number of neighborhood shopping centers are also
dispersed throughout the City.
A-5
The following table sets forth a record of the excise tax collections of the City for the most recent audited five fiscal years,
the unaudited 2024-25 figures and the 2025-26 adopted budget figures.
City of Chandler
Excise Tax Collections
FY 2020-21 to FY 2025-26
_____________________
(a) Amounts are actual collections provided by the City’s Budget Department (cash basis).
(b) Actual but unaudited.
(c) Budgeted figures are “forward-looking” statements, subject to change upon audit and should be considered with an
abundance of caution.
(d) Includes City Transaction Privilege Sales Tax, Privilege Audit Assessments, Privilege License Fees and Privilege
Tax Interest. Excludes Excise Tax Refunds from Government Property Lease Excise Tax program. Chapter 204,
Laws of Arizona 2023, eliminates the ability of Arizona municipalities to levy a transaction privilege tax on the
business of renting or leasing real property for residential purposes from and after December 31, 2024. The City
anticipates a reduction in revenues relating to the elimination of this transaction privilege tax for Fiscal Year 2024-
25.
(e) Pursuant to State law, the State’s four personal income tax rate categories were consolidated into a single flat rate
of 2.5% over a three-year period beginning after December 31, 2021, which may result in a reduction in State-shared
income taxes distributed to Arizona municipalities.
Source: City of Chandler Budget Department.
Tourism
The direct, indirect and induced benefits derived from the activities surrounding tourism contribute greatly to the
economic health of the community. With more than 30 hotels representing more than 5,000 available rooms, the City’s
tourism market continues to receive significant private sector investment in new properties and the repositioning of older
properties to meet the needs of leisure and business travelers.
Leisure travel to the City is driven by proximity to various shopping, dining, recreational, sporting and scenic attractions
located within a short drive. However, business travel comprises most of the City’s visitors due to the high density of
employment. As home to a number of Fortune 500 companies with global, regional and local headquarters spanning
several industry clusters (autonomous vehicle, high-tech manufacturing, semiconductor manufacturing, aerospace,
aviation, healthcare and bioscience, advanced business and financial business services, etc.) business travelers drive the
City’s lodging market.
Transportation
Budgeted
2024-25 (b)
2025-26 (c)
City Transaction Privilege
(Sales) and Use Tax (d)
$155,638,444
$178,567,736
$205,020,881
$210,737,044
$204,965,247
$203,860,400
State-Shared Sales Tax
30,982,818
38,801,443
41,309,738
42,363,408
42,987,267
43,186,000
State-Shared Income Tax (e)
37,324,127
36,011,056
53,013,618
74,386,039
59,599,347
55,747,000
Franchise Fees
3,615,294
3,652,812
3,630,508
3,383,051
2,807,599
3,190,000
Licenses and Permits
6,835,817
7,086,928
8,742,071
5,095,759
13,818,609
7,710,300
Fines and Forfeitures
2,316,000
2,791,624
4,127,033
4,296,570
4,180,605
3,851,400
Totals
$236,712,500
$266,911,599
$315,843,849
$340,261,871
$328,358,674
$317,523,100
2020-21 (a)
2021-22 (a)
2022-23 (a)
2023-24 (a)
A-6
Industry, business and residents benefit from the transportation network available in and near the City. Rail, bus, highway
and air facilities are developed throughout the area.
The City is served by the Union Pacific Railroad for long distance freight rail service and the Valley Metro Transit System
for local public transportation.
The City is served by a network of streets and highways. The Superstition Freeway (“U.S. Highway 60”) parallels the
northern border of the City. U.S. Highway 60 connects to cities in northern and eastern Arizona. The Superstition
Freeway also connects to Interstate Highway 10 which connects the cities of Tucson and Phoenix. State Highway 87 and
Arizona Loop 202 bisect the City. The Price Freeway (a north-south portion of Loop 101) and the San Tan Freeway (an
east-west portion of Loop 202) facilitate traffic flow to the City by connecting together the 101, 202 and I-10 freeways.
Residents of the area have ready access to Chandler Municipal Airport, Stellar Airpark, Mesa Gateway Airport and Sky
Harbor International Airport. The Chandler Municipal Airport, owned and operated by the City, is located approximately
three miles southeast of the central business district of the City and is designed to relieve private aircraft activity at Sky
Harbor International Airport. The Chandler Municipal Airport has approximately 430 based aircraft and two parallel
runways, 4,870 feet and 4,401 feet, respectively. The Chandler Municipal Airport offers various services including full-
service maintenance facilities, sightseeing excursions, flight schools, and aircraft hangars. The Stellar Airpark is a private
airport that is open to public use and is located west of the central business district of the City. The Stellar Airpark has a
4,000 foot runway and provides various services. The Mesa Gateway Airport is owned and operated by the Mesa Gateway
Airport Authority that includes the City of Mesa, Town of Gilbert, Town of Queen Creek, the Gila River Indian
Community and the City of Apache Junction. The Mesa Gateway Airport has three expansive runways (10,401 feet;
10,201 feet; and 9,300 feet), a passenger terminal, and convenient parking. With two airlines, Mesa Gateway Airport is
positioned to be a dynamic reliever airport to Phoenix’s Sky Harbor International Airport. In fiscal year 2024-25, Mesa
Gateway Airport had more than two million passengers. Phoenix Sky Harbor International Airport is located 15 miles to
the northwest of the City and is home to 26 airlines offering nonstop flights to more than 130 domestic destinations and
25 international destinations.
Education
Arizona State University (“ASU”) is the largest public university in the Southwest by enrollment. ASU spans five
campuses in the metro Phoenix area with Fall 2025 enrollment of approximately 158,000 students including ASU online
programs. ASU’s main campus remains in the bordering City of Tempe, Arizona and is home to the Ira A. Fulton Schools
of Engineering, a nationally recognized research and innovation institution designed to meet the growing needs of the
engineering and technology industries. Adjacent to Mesa Gateway Airport, the Polytechnic Campus serves approximately
6,300 students. Chandler is home to the ASU Chandler Innovation Center, which is utilized by several ASU departments
and includes a fabrication ship for student projects. The University of Arizona’s Chandler campus is located in Downtown
Chandler, where it offers a number of undergraduate and graduate level degree programs aligned with the workforce
needs of area employers. Located in the City is the Chandler-Gilbert Community College, which offers a complete
educational program and serves nearly 20,000 students annually. The Chandler Unified School District provides primary
and secondary education to residents in the City area through 31 elementary schools, four junior highs, two middle
schools, three secondary schools (grades 7-12), four high schools, and one online school. A number of private and charter
schools are also located in the City.
B-1
APPENDIX B
CITY OF CHANDLER, ARIZONA - FINANCIAL DATA
2025-26 Fiscal Year –Estimated Net Full Cash and Assessed Values
Estimated Net Full Cash Value (a)(b)
$61,419,063,236
Net Assessed Limited Property Value (b)
4,124,257,465
Net Assessed Full Cash Value (b)
6,969,158,208
(a) Estimated Net Full Cash Value is the total market value of the property, less unsecured personal property and less
estimated exempt property within the City, as projected by the Arizona Department of Revenue, Division of Property
and Special Taxes.
(b) See “PROPERTY TAXES” herein for an explanation of these values.
Source:
State and County Abstract of the Assessment Roll, Arizona Department of Revenue and Property Tax Rates
and Assessed Values, Arizona Tax Research Association and the City.
STATEMENTS OF BONDS OUTSTANDING
General Obligation Bonds Outstanding and to be Outstanding (a)
(a) Excludes the debt service requirements for the City’s refunded and defeased bonds currently outstanding which are
secured by obligations issued by the United States Government being held in their respective irrevocable trust
accounts.
(b) The City intends to pay the debt service requirements of the following general obligation bonds with funds provided
by the water and wastewater funds of the City: $11,155,000 aggregate principal amount of the City’s General
Obligation Refunding Bonds, Series 2016 and $18,802,800 aggregate principal amount of the City’s General
Obligation Refunding Bonds, Taxable Series 2021 (collectively, the “Water and Wastewater Funds Supported
General Obligation Bonds”). In the event that revenues available for payment of such annual debt service
requirements from the respective enterprise funds proves to be insufficient, or the City elects not to pay debt service
requirements on such general obligation bonds from the water and wastewater funds, the debt service requirements
of such bonds will become payable from the annual levy of an ad valorem tax upon all of the taxable property located
within the City.
_________________________
* Preliminary, subject to change.
Issue
Original
Maturity Dates
Balance
Series
Amount
Outstanding
Outstanding
2016REF
39,050,000
$
7-1-26/27
31,675,000
$
2017
58,740,000
7-1-26/32
26,490,000
2019
30,400,000
7-1-26/35
20,375,000
2021REF
48,205,000
7-1-26/28
44,560,000
2021
31,295,000
7-1-26/28
750,000
2023
106,415,000
7-1-26/34
84,040,000
Total General Obligation Bonds Outstanding
207,890,000
$
Less: Water and Wastewater Funds Supported General Obligation Bonds (b)
(29,957,800)
Plus: The Series 2026 GO Bonds
160,000,000
*
Net General Obligation Bonds Outstanding and to be Outstanding
337,932,200
$
*
B-2
Water and Wastewater Revenue Bonds Outstanding (a)
(a) Excludes the debt service requirements for the City’s refunded and defeased bonds currently outstanding which are
secured by obligations issued by the United States Government being held in their respective irrevocable trust
accounts.
(b) The City intends to pay the debt service requirements of the Water and Wastewater Funds Supported General
Obligation Bonds with funds provided by the Water and Wastewater Funds of the City. In the event that revenues
available for payment of such annual debt service requirements from the respective enterprise funds proves to be
insufficient, or the City elects not to pay debt service requirements on such general obligation bonds from the Water
and Wastewater Funds, the debt service requirements of such bonds will become payable from the annual levy of an
ad valorem tax upon all of the taxable property located within the City.
(c) The City intends to pay the debt service requirements of the Water and Wastewater Funds Supported Excise Tax
Revenue Obligations (as defined herein) with funds provided by the Water and Wastewater Funds of the City.
Water Supply and Drought Conditions
Since January 2022, Central Arizona Project (CAP) has been experiencing shortage conditions due to low reservoir
storage in both Lakes Powell and Mead. Chandler has received a reduced allocation of Colorado River water since 2024.
(See the second paragraph in footnote (a) to the Direct and Overlapping General Obligation Bonded Debt Outstanding
table herein for a description of CAP.) The Bureau of Reclamation declared a Tier 1 shortage for the Lower Basin States
in 2024, 2025 and 2026, resulting in a 3% reduction to Chandler’s supplies for 2024 through 2025 and an 11% reduction
to Chandler’s normal allocation in 2026. Further reductions up to 20% are anticipated beginning in 2027. The Colorado
River Basin States are currently engaged in discussions to update the Colorado River operating guidelines which replace
the existing rules beginning in 2027. The Bureau of Reclamation has given the Colorado River Basin States a Spring 2026
deadline to have a framework agreement in place.
The City has a long history of sustainable water management, investments in water infrastructure and acquiring high
priority water rights for drought resiliency. The City’s diverse water resource portfolio provides operational flexibility to
meet customer demands, even during periods of prolonged drought. Water for the City’s drinking water system is
provided from several sources including renewable surface water supplies from the Salt River, Verde River and the
Colorado River and groundwater. Additionally, the City reuses 100% of the reclaimed water collected and treated within
the City, and stores water in underground aquifers to provide a back-up supply during extreme drought and surface water
shortages. The community has demonstrated their commitment to water conservation by reducing water use more than
20% over the past 25 years. The City is currently designated with a 100-Year Assured Water Supply by the Arizona
Department of Water Resources. Should there be any adverse impacts on water and wastewater enterprise funds, the City
leadership has historically adjusted rates on a ongoing cadence to ensure revenue requirements are met. Chandler does
not transfer enterprise funds to general fund except to pay indirect costs.
Notwithstanding the foregoing, although the City has multiple sources of water along with reservoirs and other facilities
to mitigate risk, future water availability, drought, flooding, adverse weather events and other climate and environmental
conditions in Arizona are unpredictable and subject to change. The City is situated in a desert environment, and the ability
of the City to operate its water system effectively may be affected, and potentially may be significantly affected, by the
water supply available to the City. The impacts associated with climate, natural disasters, and other “force majeure”
events on the City and its water system cannot be predicted, but could be significant. No portion of the City’s water or
wastewater system revenues are pledged to the payment of principal and interest on the Obligations.
_________________________
Balance
Outstanding
Total Water and Wastewater Revenue Bonds Outstanding
-
$
Plus: Water and Wastewater Funds Supported General Obligation Bonds
29,957,800
Plus: Water and Wastewater Funds Supported Excise Tax Revenue Obligations
415,970,000
Plus: The Series 2026 Excise Tax Obligations
190,000,000
*
Total Water and Wastewater Supported Bonds/Obligations Outstanding
635,927,800
$
*
B-3
* Preliminary, subject to change.
Excise Tax Revenue Obligations Outstanding and to be Outstanding
(a) The 2026 Excise Tax Obligations will be issued in January 2026 pursuant to a separate official statement.
(b) The City intends to pay the debt service requirements of all outstanding Excise Tax Revenue Obligations
(collectively, the “Water and Wastewater Funds Supported Excise Tax Revenue Obligations”) with funds
provided by the City’s Water and Wastewater Utility.
[Remainder of page intentionally left blank.]
_________________________
* Preliminary, subject to change.
Issue
Original
Maturity Dates
Balance
Series
Amount
Outstanding
Outstanding
2015
66,660,000
7-1-26/35
$ 43,235,000
2016REF
19,510,000
7-1-26/28
8,630,000
2017
36,220,000
7-1-26/37
28,550,000
2019
13,000,000
7-1-26/28
5,140,000
2021 REF
85,460,000
7-1-26/33
75,915,000
2023
106,415,000
7-1-26/38
64,500,000
Total Excise Tax Revenue Obligations Outstanding
$ 225,970,000
Plus: The Obligations (a)
190,000,000 *
Less: Water and Wastewater Funds Supported Excise Tax Revenue Obligations (b)
(415,970,000) *
Total Net Excise Tax Revenue Supported Obligations Outstanding and to be Outstanding
$0
B-4
Direct General Obligation Bonded Debt, Legal Limitation and Available General Obligation Bonding Capacity
By statute, the Arizona Constitutional limit for general obligation bonded indebtedness of a city for general municipal
purposes may not exceed six percent (6%) of Net Full Cash Assessed Value in that city. In addition to the six percent
(6%) limitation for general purpose bonds, cities may issue general obligation bonds up to an additional twenty percent
(20%) of the Net Full Cash Assessed Value for such city for water, artificial light or sewers, for the acquisition and
development of land for open space preserves, parks, playgrounds and recreational facilities, for the acquisition and
development of public safety, law enforcement, fire and emergency facilities and streets and transportation facilities.
(a) Includes the Bonds.
(b) This amount reduces the City’s borrowing capacity pursuant to State statutes and the Arizona Constitution, and
the principal amount of bonds authorized at the elections of the City. Such capacity (but not authorization) will
be recaptured as premium is amortized.
[Remainder of page intentionally left blank]
_________________________
* Preliminary, subject to change.
General Municipal Purpose Bonds
Park, Street, and Transportation Bonds
Total 6% General Obligation
$ 418,149,492
Total 20% General Obligation
$ 1,393,831,641
Bonding Capacity
Bonding Capacity
Less: 6% General Obligation
Less: 20% General Obligation
Bonds Outstanding
(16,903,670) *(a)
Bonds Outstanding
(384,793,670) *(a)
Less: Original Issue Premium
(961,930) *(b)
Less: Original Issue Premium
(6,938,070) *(b)
Less: Unamortized Original Issue Premium (464,850) (b)
Less: Unamortized Original Issue Premium
(17,191,231) (b)
Net 6% General Obligation
Net 20% General Obligation
Bonding Capacity
$ 399,819,042 *
Bonding Capacity
$ 984,908,670 *
Water, Light, Sewer, Open Space, Public Safety,
Law Enforcement, Fire and Emergency Services,
B-5
Direct and Overlapping General Obligation Bonded Debt Outstanding
(a)
Proportion applicable to the City is computed on the ratio of 2023-24 net assessed limited property value for the
overlapping jurisdiction within the City to the total net limited assessed property valuation of the overlapping
jurisdiction.
Does not include the obligation of the Central Arizona Water Conservation District (“CAWCD”) to the United
States of America, Department of the Interior, for repayment of certain capital costs for construction of the Central
Arizona Project (“CAP”), a major reclamation project that has been substantially completed by the Department
of the Interior. The obligation is evidenced by a master contract between CAWCD and the Department of the
Interior. In April 2003, the United States and CAWCD agreed to settle litigation over the amount of the construction
cost repayment obligation, the amount of the respective obligations for payment of the operation, maintenance and
replacement costs and the application of certain revenues and credits against such obligations and costs. Under
the agreement, CAWCD’s obligation for substantially all of the CAP features that have been constructed so far
will be set at $1.646 billion, which amount assumes (but does not mandate) that the United States will acquire a
total of 667,724 acre feet of CAP water for federal purposes. The United States will complete unfinished CAP
construction work related to the water supply system and regulatory storage stages of CAP at no additional cost
to CAWCD. Of the $1.646 billion repayment obligation, 73% will be interest bearing and the remaining 27% will
be non-interest bearing. These percentages have been fixed for the entire 50-year repayment period, which
commenced October l, 1993. CAWCD is a multi-county water conservation district having boundaries
coterminous with the exterior boundaries of Maricopa, Pima and Pinal Counties. It was formed for the express
purpose of paying administrative costs and expenses of the CAP and to assist in the repayment to the United States
of the CAP capital costs. Repayment will be made from a combination of power revenues, subcontract revenues
(i.e., agreements with municipal, industrial and agricultural water users for delivery of CAP water) and a tax levy
against all taxable property within CAWCD’s boundaries. At the date of this Official Statement, the tax levy is
limited to fourteen cents per $100 of Net Assessed Limited Property Value, of which fourteen cents is being
currently levied. (See Arizona Revised Statutes, Sections 48-3715 and 48-3715.02.) There can be no assurance that
such levy limit will not be increased or removed at any time during the life of the contract.
(b)
Includes total general obligation bonds outstanding. Does not include authorized but unissued general obligation
bonds of the City or such other jurisdictions as follows or which may be authorized in the future:
_________________________
* Preliminary, subject to change.
Overlapping
Proportion Applicable to
General
City of Chandler (a)
Obligation
Approximate
Net Debt
Overlapping Jurisdiction
Bonded Debt (b)
Percent
Amount
State of Arizona
None
4.465%
None
Maricopa County
None
6.792%
None
Maricopa County Community College District
26,675,000
$
6.792%
1,811,699
$
Maricopa County Special Health Care District
512,560,000
7.292%
37,378,409
Kyrene Elementary School District No. 28
200,160,000
18.317%
36,663,870
Mesa Unified School District No. 4
170,560,000
4.066%
6,934,425
Gilbert Unified School District No. 41
86,970,000
2.281%
1,983,606
Chandler Unified School District No. 80
344,810,000
70.151%
241,887,366
Tempe Union High School District No. 213
136,260,000
15.478%
21,091,000
East Valley Institute of Technology District No. 401
None
15.392%
None
City of Chandler (c)
337,932,200
*
100.000%
337,932,200
*
Total Direct and Overlapping General Obligation Bonded Debt to be Outstanding
685,682,576
$
*
B-6
(c)
Includes the Bonds. In the event that the net revenues would prove to be insufficient or the City elects not to pay
debt service requirements on the Water and Wastewater Funds Supported General Obligation Bonds from
revenues from these enterprises, this debt would become payable from ad valorem taxes.
Direct and Overlapping General Obligation Bonded Debt Ratios
(a)
Includes the Bonds.
Source: The Arizona Department of Economic Security, Research Administration Population and Statistical Unit and
U.S. Census Bureau, Arizona Department of Administration.
_________________________
* Preliminary, subject to change.
General Obligation Bonds
Overlapping Jurisdiction
Authorized but Unissued
State of Arizona
None
Maricopa County
None
Maricopa County Community College District
3,000
$
Maricopa County Special Health Care District
None
Chandler Unified School District No. 80
None
Tempe Union High School District No. 213
None
Kyrene Elementary School District No. 28
118,250,000
Mesa Unified School District No. 4
None
Gilbert Unified School District No. 41
None
East Valley Institute of Technology District No. 401
None
City of Chandler
104,175,000
*
Per Capita
Bonded Debt
Net Full
Estimated
Population
Cash Assessed
Net Full
@ 286,342 (a)
Value
Cash Value
Direct General Obligation Bonded Debt
($337,932,200)
$1,180.17
4.85%
0.55%
Direct and Overlapping General Obligation Bonded
Debt Outstanding
$2,394.63
9.84%
1.12%
($685,682,576)
As a Percent of City's 2025-26
B-7
Direct and Overlapping Tax Rates per $100 Assessed Value
Source:
Maricopa County 2025 Tax Levy, Maricopa County Department of Finance.
Expenditure Limitation; One-Year and Multi-Year Overrides
Since fiscal year 1982-83, all cities in Arizona have been subject to an annual expenditure limitation imposed by the
Arizona Constitution. This limitation is based upon the City’s actual 1979-80 expenditures adjusted annually for
subsequent growth in population and inflation. The Constitution exempts certain expenditures from the limitation. The
principal exemptions for the City are payments for debt service on bonds and other long-term obligations, as well as
expenditures of federal funds and certain state-shared revenues.
The Constitution provides four processes, all requiring voter approval, for cities to modify the expenditure limitation:
1. A four-year home rule option.
2. A permanent adjustment to the 1979-80 base.
3. A one-time override for the following fiscal year.
4. An accumulation for pay-as-you-go capital expenditures.
City voters have approved four-year home rule options on a regular basis since the implementation of the expenditure
limitation. To the extent that the home rule option is not approved by the voters, the City would be subject to the
expenditure limitations prescribed by the Constitution. On August 2, 2022, the City’s voters approved a four-year home
rule option to exceed the expenditure limitation by the City beginning in Fiscal Year 2023-24. This four-year home rule
option will be in effect through fiscal year 2026-27.
City Retirement Systems
All full-time employees of the City, the Mayor and City Council participate in one of the three pension plans administered
by the State described below. The Arizona State Retirement System is for the benefit of the employees of the state and
certain other governmental jurisdictions. All benefited City employees, except sworn fire and police personnel and the
City Council, are included in the plan that is a multiple employer cost-sharing defined benefit pension plan. All sworn
fire and police personnel participate in the Public Safety Personnel Retirement System that is an agent multiple-employer
defined benefit pension plan. The Mayor and City Council contribute to the State’s Elected Officials Retirement Plan
(“EORP”) that is also a multiple-employer cost-sharing pension plan. The EORP is not described herein because of its
relative insignificance to the City’s financial statements. See Note 10 in APPENDIX D for further discussion of the
retirement plans of the City.
Arizona State Retirement System
All full-time City employees (except public safety personnel and elected officials) participate in the Arizona State
Retirement System (the “System”), a multiple-employer cost-sharing defined benefit pension plan. The System was
established in 1953 and became effective in 1971. The System provides for retirement, disability, health insurance
premium benefits, and death and survivor benefits. The System is administered in accordance with A.R.S. Title 38,
Chapter 5. The System has reported increases in its unfunded liabilities as compared to both the smoothed value of plan
Inside the City, East Valley Institute of Techonlogy and:
Inside Gilbert Unified School District No. 41
9.1814
$
Inside Mesa Unified School District No. 4
10.0895
$
Inside Tempe Union High School District No. 213 and
Kyrene Elementary School District No. 28
9.5267
$
Inside Chandler Unified School District No. 80
9.3504
$
B-8
assets and the market value of plan assets. The effect of the increase in the System’s unfunded liabilities on the City, or
on the City’s and its employees’ future annual contributions to the System, cannot be determined at this time. The most
recent annual report for the ASRS may be accessed at: https://www.azasrs.govcontent/annual-reports.
The actuarially determined contribution rates for the fiscal year 2023-24 were 12.29% (12.14% retirement and 0.15%
long-term disability) and for fiscal year 2025-26 were 12.17% (12.03% retirement and 0.19% long-term disability) for
both employees and employers. The City’s contribution to the System for the fiscal year 2023-24 was $11,771,462 and
for fiscal year 2024-25 was $13,038,745 (unaudited) equal to the required contributions, not including alternate
contributions.
Effective July 1, 2025, the City’s annual contribution rates are 12.00% (11.86% retirement and 0.14% long-term
disability) for fiscal year 2025-26 for both employees and employers.
Arizona Public Safety Personnel Retirement System (Full-Time Police and Firefighter Employees)
All full-time sworn police officers and firefighters are eligible to participate in the Public Safety Personnel Retirement
System (the “PSPRS”) in separate agent multiple-employer defined benefit retirement plans. The PSPRS provides for
retirement, health insurance premium benefits, and death and survivor benefits. The PSPRS is administered in accordance
with A.R.S. Title 38, Chapter 5, Article 4. The PSPRS has reported overall increases in its unfunded liabilities as compared
to both the smoothed value of plan assets and the market value of plan assets. The most recent annual report for the PSPRS
may be accessed at http://www.psprs.com/investments--financials/annual-reports.
As of June 30, 2024, the City reported the following unfunded liabilities to pensions:
Plan
Net Pension Liabilities
PSPRS – Fire
$11,333,427
PSPRS – Police
$16,998,760
July 2023, the City made a $73 million payment to PSPRS to fund a significant portion of the City’s unfunded pension
liability with respect to its pension plans in the PSPRS. Additionally, in July 2024, the City made a $7 million payment
to PSPRS to pay off the City’s current unfunded pension liability with respect to its pension plans in the PSPRS and has
budgeted a $25 million payment in the current fiscal year to ensure a fully paid off status for future actuarial results.
This has, and will continue to result in significantly reducing the City’s future employer contribution rates for funding
the City’s actuarially required PSPRS contributions.
Healthcare Benefits for Retired Employees
During the year ended June 30, 2018, the City implemented the provisions of GASB Statement No. 75, Accounting and
Financial Reporting for Postemployment Benefits Other Than Pensions (“GASB 75”). The City is required to report the
actuarially accrued cost of post-employment benefits, other than pension benefits (“OPEB”), such as health and life
insurance for current and future retirees. GASB 75 addresses reporting by governments that provide OPEB by measuring
and recognizing net assets or liabilities, deferred outflows of resources, deferred inflows of resources, and
expenses/expenditures related to OPEB provided through defined benefit OPEB plans.
The City’s employees, their spouses and survivors may be eligible for certain retiree healthcare benefits under healthcare
programs provided by the City. Employees on long-term disability and their spouses may also qualify for retiree
healthcare benefits through the City. It is expected that substantially all City employees that reach normal or early
retirement age while working for the City will become eligible for such benefits. Currently, such retirees may obtain the
healthcare benefits offered by the City by paying 100% of the applicable premium. Although the retirees pay 100% of
their premium, the retirees’ participation in the City’s healthcare program affects the City’s healthcare costs for its
employees and results in an implicit rate subsidy.
The City provides other post-employment benefits to its retirees that consist of an implicit subsidy for healthcare and a
retirement health savings (RHS) plan for reimbursement of eligible medical expenses. The City offers the RHS plan to
employees and contributes toward a savings plan for each employee that they are eligible to use for medical expense
reimbursement at separation from service. The City makes no contribution to the retirees' premiums other than allowing
them to participate through the City’s pooled benefits. By providing retirees with access to the City's healthcare plans
B-9
based on the same rates it charges to active employees, the City is in effect providing an implicit subsidy to retirees. This
implicit subsidy exists because, on average, retiree healthcare costs are higher than active employee healthcare
costs. Because the City does not contribute anything toward this plan in advance, the City employs a pay-as-you-go
method through paying the higher rate for active employees each year.
The City’s net OPEB liability as of June 30, 2024 was $81,155,281, was determined by an actuarial as of that date and is
reflected on the Balance Sheet in the City's Financial Statements. This is calculated based on the annual required
contribution (ARC) of the employer, an amount actuarially determined which represents a level of funding that is paid on
an ongoing basis, and projected to cover normal cost each year to amortize the unfunded actuarial liability over a period
not to exceed thirty years.
PROPERTY TAXES
General
For tax purposes in Arizona, real property and improvements and personal property is either valued by the Maricopa
County Assessor (the “Assessor of the County”) or the Arizona Department of Revenue. Property valued by the Assessor
of the County is referred to as “locally assessed” property and generally encompasses residential, agricultural and
traditional commercial and industrial property. Property valued by the Arizona Department of Revenue is referred to as
“centrally valued” property and is generally large mine and utility entities.
Locally assessed property has two different values, Limited Property Value and Full Cash Value (both as defined below).
Limited Property Value is used as the basis for taxation. Full Cash Value is used as the ceiling for determining Limited
Property Value and for determining debt limits for certain local governmental entities including for school districts.
For centrally valued property and personal property (except mobile homes), Full Cash Value of the property is the basis
for taxation of such property and for determining constitutional and statutory debt limits for most local governmental
entities.
“Limited Property Value” means, for property in existence in the prior year, the lesser of (a) the Full Cash Value of the
property or (b) an amount 5% greater than the Limited Property Value of such property determined for the prior year.
Limited Property Value is established at a level or percentage of Full Cash Value comparable to properties of the same or
similar use or classification for property erroneously totally or partially omitted from the property tax rolls in the prior
year; property for which a change in use occurred; property modified by construction, destruction, or demolition since the
preceding valuation year such that the total value of the modification is equal to or greater than 15% of the Full Cash
Value; and property that has been split, subdivided or consolidated, with variations depending on when the change
occurred. There is no limit on the growth of Full Cash Value.
Primary Taxes
Taxes levied for the maintenance and operation of counties, cities, towns, school districts, community college districts
and the State are “primary taxes”. These taxes are levied against the Net Assessed Limited Property Value (as defined
below) of the taxing jurisdiction. “Net Assessed Limited Property Value” is determined by excluding the value of property
exempt from taxation from the Limited Property Value of locally assessed property and from Full Cash Value of centrally
valued property and combining the resulting two amounts.
The primary taxes levied by a county, city, town and community college district are constitutionally limited to a maximum
increase of 2% over the maximum allowable prior year’s levy limit plus any taxes on property not subject to tax in the
preceding year (e.g., new construction and property brought into the jurisdiction because of annexation). The 2%
limitation does not apply to primary taxes levied on behalf of school districts.
Primary taxes on residential property only are constitutionally limited to 1% of the Limited Property Value of such
property. This constitutional limitation on residential primary tax levies is implemented by reducing the school districts’
taxes. To offset the effects of reduced school district property taxes, the State compensates the school districts by
providing additional state aid.
B-10
Secondary Taxes
Taxes levied for debt retirement (e.g., debt service on the City’s bonds), voter-approved budget overrides and maintenance
and operation of special service districts such as sanitary, water conservation, fire, road improvement and career technical
education districts are “secondary taxes”. Like primary taxes, secondary taxes also are levied against the Net Assessed
Limited Property Value of the taxing jurisdiction. There is no constitutional or statutory limitation on annual levies for
voter-approved bond indebtedness and certain special district assessments.
Assessment Ratios
All property, both real and personal, is assigned a classification to determine its assessed valuation for tax purposes. Each
legal classification is defined by property use and has an assessment ratio (a percentage factor) that is multiplied by the
taxable value of the property -- Limited Property Value or Full Cash Value, as applicable -- to obtain the “Assessed
Limited Property Value” or the “Full Cash Assessed Value,” respectively. The current assessment ratios for each class
of property are set forth by tax year in the following table.
PROPERTY TAX ASSESSMENT RATIOS
Tax Year 2021 through Tax Year 2025
Tax Year
Property Classification (a)
2021
2022
2023
2024
2025
Mining, utilities, commercial and industrial (b)
18%
17.5%
17%
16.5%
16%
Agricultural and vacant land
15
15
15
15
15
Owner occupied residential
10
10
10
10
10
Leased or rented residential
10
10
10
10
10
Railroad, private car company and airline
flight property (c)
15
15
14
14
13
(a) Additional property classifications exist, but seldom amount to a significant portion of a municipal body’s total
valuation.
(b) The assessment ratio for this property classification will decrease to 15.5% for tax year 2026 and 15% for each tax
year thereafter.
(c) This percentage is determined annually pursuant to Section 42-15005, Arizona Revised Statutes.
Source:
State and County Abstract of the Assessment Roll, Arizona Department of Revenue.
Tax Procedures
The Arizona tax year is defined as the calendar year, although tax procedures begin prior to January 1 of the prior fiscal
year and continue through May of such fiscal year, when payment of the second installment of property taxes for the tax
year becomes delinquent.
The first step in the tax process is the determination of the Full Cash Value of each parcel of real property within the State.
“Full Cash Value” is statutorily defined to mean “the value determined as prescribed by statute” or if a statutory method
is not prescribed it is “synonymous with market value.” “Market Value” means that estimate of value that is derived
annually by use of standard appraisal methods and techniques, which generally includes the market approach, the cost
approach and the income approach. As a general matter, the various county assessors use a cost approach for
commercial/industrial property and a market approach for residential property. Arizona law allows taxpayers to appeal
the county assessor’s valuations by providing evidence of a lower value, which may be based upon another valuation
approach.
In valuing centrally valued property, the Arizona Department of Revenue begins generally with information provided by
taxpayers and then applies procedures provided by State law. Appeals are also allowed for such valuations.
On or before the third Monday in August of each year, the Board of Supervisors of the County prepares the tax roll that
sets forth the valuation by taxing district of all property in the County subject to taxation. The Assessor of the County is
B-11
required to complete the assessment roll by December 15th of the year prior to the levy. This tax roll also shows the
valuation and classification of each parcel of land located within the County for the tax year. The tax roll is then forwarded
to the Treasurer of the County. With the various budgetary procedures having been completed by the governmental
entities, the appropriate tax rate for each jurisdiction is then applied to the parcel of property in order to determine the
total tax owed by each property owner. Any subsequent decrease in the value of the tax roll as it existed on the date of
the levy due to appeals or other reasons would reduce the amount of taxes received by each jurisdiction.
The property tax lien on real property attaches on January 1 of the fiscal year the tax is levied. Such lien is prior and
superior to all other liens and encumbrances on the property subject to such tax except liens or encumbrances held by the
State or liens for taxes accruing in any other years.
In the event the County is expressly enjoined or prohibited by law from collecting taxes due from any taxpayer, such as
may result from the bankruptcy of a taxpayer, any resulting deficiency could be collected in subsequent tax years by
adjusting the City’s tax rate charged to non-bankrupt taxpayers during such subsequent tax years.
Delinquent Tax Procedures
The property taxes due to the City are billed, along with State and other taxes, in September of the calendar tax year and
are due and payable in two installments on October 1 and March 1 and become delinquent on November 1 and May 1.
Delinquent taxes are subject to an interest penalty of 16% per annum prorated monthly as of the first day of the month.
(However, delinquent interest is waived if a taxpayer, delinquent as to the November 1 payment, pays the entire year’s
tax bill by December 31.) After the close of the tax collection period, the Assessor of the County prepares a delinquent
property tax list and the property so listed is subject to a tax lien sale in February of the succeeding year. In the event
there is no purchaser for the tax lien at the sale, the tax lien is assigned to the State, and the property is reoffered for sale
from time to time until such time as it is sold, subject to redemption, for an amount sufficient to cover all delinquent taxes.
Three years after the sale of the tax lien, the tax lien certificate holder may bring an action in a court of competent
jurisdiction to foreclose the right of redemption and, if the delinquent taxes plus accrued interest are not paid by the owner
of record or any entity having a right to redeem, a judgment is entered ordering the Treasurer of the County to deliver a
treasurer’s deed to the certificate holder as prescribed by law.
Chapter 176, Laws of Arizona 2024 (commonly referred to by its original bill number as “SB1431”) revises the
redemption and foreclosure process for tax lien certificate holders whereby a delinquent taxpayer may request an entry of
judgment directing the sale of the property for excess proceeds. If a delinquent taxpayer requests an excess proceeds sale,
and an entry of judgment is granted to direct such excess proceeds sale, a tax lien certificate holder’s potential financial
return on the subject tax lien eligible for foreclosure may decrease relative to the tax lien certificate holder’s potential
financial return on such tax lien prior to the enactment of SB1431. Therefore, in connection with the new excess proceeds
sale process instituted by SB1431, it is reasonable to conclude that “tax sale investors” may be less willing to purchase
tax liens. The effective date of SB1431 was September 14, 2024. None of the City, the Financial Advisor, or the counsel
or agents of either of them, are able to determine or predict what impact, if any, SB1431 will have on property tax
collections in the City.
It should be noted that in the event of a taxpayer filing for relief pursuant to the United States Bankruptcy Code (the
“Bankruptcy Code”), the law is currently unsettled as to whether a lien can be attached against the taxpayer’s property
for property taxes levied during the pending bankruptcy. Such taxes might constitute an unsecured and possibly non-
interest bearing administrative expense payable only to the extent that the secured creditors of a taxpayer are over secured,
and then possibly only on the prorated basis with other allowed administrative claims. It cannot be determined, therefore,
what adverse impact bankruptcy might have on the ability to collect ad valorem taxes on property of a taxpayer within
the City. Proceeds to pay such taxes come only from the taxpayer or from a sale of the tax lien on delinquent property.
It cannot be determined what impact any deterioration of the financial conditions of any taxpayer, whether or not
protection under the Bankruptcy Code is sought, may have on payment of or the secondary market for bonds issued by
the City. None of the City, the Financial Advisor or their respective attorneys, agents or consultants has undertaken any
independent investigation of the operations and financial condition of any taxpayer, nor have they assumed responsibility
for the same.
B-12
Property Taxes Levied and Collected (a)
__________________
(a)
Taxes are certified and collected by the Treasurer of the County. Taxes in support of debt service are levied by
the Board of Supervisors of the County as required by Arizona Revised Statutes. Delinquent taxes are subject
to an interest and penalty charge of 16% per annum which is prorated at a monthly rate of 1.33%. Delinquent
interest is waived if a taxpayer, delinquent as to the November 1 payment pays the entire year’s tax bill by
December 31. Interest and penalty collections for delinquent taxes are not included in the collection figures
above, but are deposited in the County General Fund.
(b)
The Tax Levy is adjusted downward in future years after the initial levy as a result of successful taxpayer appeals.
The Tax Levy, net of resolutions (as presented in the Maricopa County Treasurer’s Office report), is noted in
this presentation.
(c)
In the process of collection.
SPECIAL NOTE: The assessed valuation of property owned by the Salt River Project Agricultural Improvement and
Power District (“SRP”) is not included in the assessed valuation of the City in the prior table or in any other valuation
information set forth in this Official Statement. Because of SRP’s quasi-governmental nature, property owned by SRP is
exempt from property taxation.
However, SRP may elect each year to make voluntary contributions in lieu of property taxes with respect to certain of its
electrical facilities (the “SRP Electric Plant”). If SRP elects to make the in lieu contribution for the year, the full cash
value of the SRP Electric Plant and the in lieu contribution amount is determined in the same manner as the full cash
value and property taxes owed is determined for similar non-governmental public utility property, with certain special
deductions.
If after electing to make the in lieu contribution, SRP then failed to make the in lieu contribution when due, the Treasurer
of the County and the City have no recourse against the property of SRP and the City.
Since 1964, when the in lieu contribution was originally authorized in State statute, SRP has never failed to make that
election. The fiscal year 2025-26 estimated in lieu assessed valuation of SRP within the City is $52,822,000 which
represents approximately 1.3% of the combined Net Assessed Limited Property Value in the City. SRP’s total
contribution in lieu of property tax payments (primary & secondary) was $458,191 for fiscal year 2025-26.
Source:
Treasurer of the County.
Adjusted
Adjusted
Fiscal
Adopted
Tax Levy as
% of Adj.
Levy as of
% of Adj.
Year
Tax Rate
Tax Levy
of June 30th (b)
Amount
Levy
8/1/2025 (b)
Amount
Levy
2025/26
$1.0818
$44,616,217
(c)
(c)
(c)
(c)
(c)
(c)
2024/25
1.0826
44,077,813
43,981,192
43,581,476
99.09
43,978,135
43,700,962
99.37
2023/24
1.0926
42,438,232
42,198,604
41,767,411
98.98
41,839,216
41,822,829
99.96
2022/23
1.1026
41,688,388
40,975,432
40,572,165
99.02
40,390,977
40,384,934
99.99
2021/22
1.1126
38,884,287
38,854,096
38,698,830
99.60
38,487,820
38,481,375
99.98
Collected to June 30th
of Initial Fiscal Year
Cumulative Collections
to 8/1/2025 (b)
B-13
Direct and Overlapping Assessed Valuations and Total Tax Rates
Per $100 Assessed Valuation
(a)
The assessed value of the Maricopa County Flood Control District does not include the personal property
assessed value of the County.
(b)
Value shown for the Central Arizona Water Conservation District covers only the County portion of such district.
(c)
Includes Net Assessed Limited Property Value for the East Valley Institute of Technology District No. 401 within
Pinal County.
Source:
Maricopa County 2025 Tax Levy, Maricopa County Department of Finance.
[Remainder of page intentionally left blank.]
Combined Primary and
2025-26
Secondary Tax Rates
Net Assessed
Rates Per $100
Limited
Net Assessed Limited
Overlapping Jurisdiction
Property Value
Property Value
State of Arizona
92,371,826,506
$
0.0000
Maricopa County
60,724,517,168
1.1591 (a)
Maricopa County Community College District
60,724,517,168
1.0828
Maricopa County Fire District Assistance Tax
60,724,517,168
0.0076
Maricopa County Special Health Care District
60,474,824,210
0.2914 (b)
Maricopa County Library District
60,724,517,168
0.0462
Maricopa County Flood Control District (a)
56,554,825,877
0.1428
Central Arizona Water Conservation District (b)
60,474,824,210
0.1400 (c)
East Valley Institute of Technology District No. 401
29,382,856,266
0.0500
Chandler Unified School District No. 80
4,139,463,360
5.3487
Tempe Union High School District No. 213
4,880,653,534
2.2586
Kyrene Elementary School District No. 28
2,767,414,742
3.2664
Mesa Unified School District No. 4
4,221,073,957
6.0878
Gilbert Unified School District No. 41
3,032,141,969
5.1797
City of Chandler
4,124,257,465
1.0818
2025-26
B-14
Property Value by Property Classification
Set forth below is a breakdown of the Net Full Cash Assessed Property Valuation of the City by property classification.
(a) Totals may not add up due to rounding.
Source:
State and County Abstract of the Assessment Roll, Arizona Department of Revenue.
Net Assessed Limited Property Value of Major Taxpayers
(a)
Some of the major taxpayers are subject to the informational requirements of the Exchange Act, and in accordance
therewith file the Filings with the Commission. The Filings may be inspected and copies are available at the public
reference facilities maintained by the Commission. In addition, the Filings may also be inspected at the offices of
the New York Stock Exchange at 20 Broad Street, New York, New York 10005. The Filings may also be obtained
through the Internet on the Commission’s EDGAR database at http://www.sec.gov. None of the City, Bond Counsel,
the Financial Advisor or their respective agents or consultants have examined the information set forth in the Filings
for accuracy or completeness, nor do they assume responsibility for the same.
Source:
County Assessor’s Office.
Class
2025-26
2024-25
2023-24
2022-23
2021-22
Commercial, industrial, utilities and mines
2,101,361,793
$
2,088,313,938
$
1,800,359,154
$
1,534,793,910
$
1,488,882,870
$
Agricultural and vacant
99,276,326
98,347,525
82,244,489
72,256,990
76,801,910
Residential (owner occupied)
2,994,162,472
3,264,687,346
2,824,334,410
2,135,013,774
1,990,237,285
Residential (rental)
1,615,665,029
1,645,377,546
1,346,567,408
1,052,393,288
946,787,996
Railroad
4,111,783
4,428,074
3,849,664
2,216,430
2,011,500
Historical property
154,089,850
279,322,237
222,807,895
215,617,419
177,317,246
Commercial historical property
-
-
-
-
-
Certain Government property improvements
490,954
416,490
14,137
529,079
520,137
Totals (a)
6,969,158,207
$
7,380,893,156
$
6,280,177,157
$
5,012,820,890
$
4,682,558,944
$
As % of
City’s Total
2025-26
2025-26
Net Assessed Limited
Net Assessed Limited
Taxpayer (a)
Description
Property Value
Property Value
Intel Corporation
Manufacturing Plant
$181,311,512
4.40%
Salt River Project (T&D)
Utilities
103,079,152
2.50%
CI Phoenix-Chandler I-VII LLC
Commercial Rental Property
33,900,330
0.82%
Wells Fargo Bank NA
Financial Services
26,872,314
0.65%
Salt River Project (CWIP)
Utilities
23,463,746
0.57%
Arizona Public Service
Utilities
20,568,203
0.50%
Southwest Gas Corp
Manufacturing Plant
17,701,242
0.43%
CAZ 7 LLC
Utilities
17,561,974
0.43%
Freescale Semiconductor Inc
Manufacturing Plant
16,871,290
0.41%
TWC-Chandler LLC
Manufacturing Plant
15,849,628
0.38%
Total
$457,179,391
11.09%
Total City Net Assessed Limited Property Value
$4,124,257,465
B-15
Property Values
The tables below list the various property values for the City for fiscal year 2021-22 through 2025-26. All values herein
are net of the estimated value of property exempt from taxation.
Property Values for Fiscal Year 2021-22 through 2025-26
_______________________
(a)
Estimated Net Full Cash Value is the total estimated “market value” of taxable property, which is calculated by
multiplying the Full Cash Value by the ratio of Net Assessed Full Cash Value divided by the Assessed Full Cash
Value. Each value as reported by the Assessor of the County in the State Abstract.
Source: Maricopa County 2025 Tax Levy, Maricopa County Department of Finance and Abstract and Assessment Roll,
State of Arizona Department of Revenue.
Net Assessed Limited Property Value and Net Full Cash Assessed Value Comparisons and Trends
The tables below are shown to indicate for fiscal year 2021-22 through 2025-26, the (i) Net Assessed Limited Property
Values and (ii) Net Full Cash Values of the City, the County and the State of Arizona, each on a comparative basis.
Comparative Net Assessed Limited Property Value Histories
___________________
Source:
Maricopa County 2025 Tax Levy, Maricopa County Department of Finance, Property Tax Rates and Assessed
Values, Arizona Tax Research Association and Abstract and Assessment Roll, State of Arizona Department of
Revenue.
Comparative Net Full Cash Value Histories
_____________________
Source:
Maricopa County 2025 Tax Levy, Maricopa County Department of Finance and Abstract and Assessment Roll,
State of Arizona Department of Revenue
Fiscal
Net Assessed Limited
Net Full Cash
Estimated Net
Year
Property Value
Assessed Value
Full Cash Value (a)
2025-26
$ 4,124,257,465
$ 6,969,158,207
$ 61,419,063,236
2024-25
4,108,053,847
7,380,893,156
66,333,399,270
2023-24
3,900,094,692
6,280,177,157
61,704,952,635
2022-23
3,702,957,065
5,012,820,890
48,805,511,338
2021-22
3,463,794,661
4,682,558,944
40,751,143,934
Fiscal
City of
Percent Increase/
Maricopa
Percent Increase/
State of
Percent Increase/
Year
Chandler
(Decrease)
County
(Decrease)
Arizona
(Decrease)
2025-26
$4,124,257,465
0.39%
$60,724,517,168
4.11%
$92,371,826,506
4.46%
2024-25
4,108,053,847
5.33%
58,328,686,358
6.59%
88,425,611,337
6.50%
2023-24
3,900,094,692
5.32%
54,722,310,149
6.10%
83,026,514,349
5.89%
2022-23
3,702,957,065
6.90%
51,575,018,189
5.85%
78,405,598,978
5.67%
2021-22
3,463,794,661
6.79%
48,724,126,672
6.61%
74,200,233,397
6.13%
Fiscal
City of
Percent Increase/
Maricopa
Percent Increase/
State of
Percent Increase/
Year
Chandler
(Decrease)
County
(Decrease)
Arizona
(Decrease)
2025-26
$6,969,158,207
-5.58%
$110,166,905,847
-2.04%
$157,397,026,499
-0.98%
2024-25
7,380,893,156
17.53%
112,459,810,477
22.83%
158,962,333,751
22.78%
2023-24
6,280,177,157
25.28%
91,557,158,470
26.74%
129,473,530,919
24.65%
2022-23
5,012,820,890
7.05%
72,238,314,892
6.96%
103,872,223,919
6.77%
2021-22
4,682,558,944
8.68%
67,535,008,138
9.24%
97,282,221,465
8.08%
C-1
APPENDIX C
FORM OF APPROVING LEGAL OPINION
[Closing Date]
MAYOR AND COUNCIL
City of Chandler, Arizona
Re:
City of Chandler, Arizona General Obligation Bonds, Series 2026
We have examined copies of the proceedings of the Mayor and Council of the City of Chandler, Arizona (the
“City”), and other proofs submitted to us relative to the issuance of the captioned Bonds (the “Bonds”).
In addition, we have examined such other proceedings, proofs, instruments, certificates and other documents as
well as such other materials and such matters of law as we have deemed necessary or appropriate for the purposes of the
opinion rendered herein below. In such examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to
us as copies. As to any facts material to our opinion, we have, when relevant facts were not independently established,
relied upon the aforesaid proceedings and proofs.
We are of the opinion that such proceedings and proofs show lawful authority for the sale and issuance of the
Bonds pursuant to the Constitution and laws of the State of Arizona now in force, and particularly with respect to the
Bonds the provisions of Title 35, Chapter 3, Article 3, Arizona Revised Statutes, as amended, and that the Bonds are valid
and legally binding obligations of the City, all of the taxable property within which is subject to the levy of a tax, without
limitation as to rate or amount to pay the principal of and interest on the Bonds.
Based on the representations and covenants of the City and subject to the assumption stated in the last sentence
of this paragraph, under existing statutes, regulations, rulings and court decisions, interest on the Bonds is excludable
from the gross income of the owners thereof for federal income tax purposes, and the interest on the Bonds is exempt
from income taxation under the laws of the State of Arizona. Furthermore, interest on the Bonds is not an item of tax
preference for purposes of the federal alternative minimum tax imposed on individuals. In the case of the alternative
minimum tax imposed by Section 55(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), on applicable
corporations (as defined in Section 59(k) of the Code), interest on the Bonds is not excluded from the determination of
adjusted financial statement income. We express no opinion regarding other tax consequences resulting from the
ownership, receipt or accrual of interest on, or disposition of, the Bonds. The Code includes requirements which the City
must continue to meet after the issuance of the Bonds in order that interest on the Bonds not be included in gross income
for federal income tax purposes. The failure of the City to meet these requirements may cause interest on the Bonds to be
included in gross income for federal income tax purposes retroactive to their date of issuance. The Mayor and Council of
the City have resolved in Resolution No. 5947, adopted by the Mayor and Council of the City on November 13, 2025, to
take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes
of interest on the Bonds. (Subject to the same limitations in the penultimate paragraph hereof with respect to such
covenants, the City has full legal power and authority to comply with such covenants.) In rendering the opinion expressed
above, we have assumed continuing compliance with the tax covenants referred to above that must be met after the
issuance of the Bonds in order that interest on the Bonds not be included in gross income for federal tax purposes.
The rights of the holders of the Bonds and the enforceability of those rights may be subject to bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors’ rights. The enforcement of such rights may
also be subject to the exercise of judicial discretion in accordance with general principles of equity.
This opinion represents our legal judgment based upon our review of the law and the facts we deem relevant to
render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof, and we assume no
obligation to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our
attention or any changes in law that may hereafter occur.
Respectfully submitted,
D-1
APPENDIX D
CITY OF CHANDLER, ARIZONA
AUDITED FINANCIAL STATEMENTS OF THE CITY OF CHANDLER, ARIZONA
FOR THE FISCAL YEAR ENDED JUNE 30, 2024
The following audited financial statements are for the fiscal year ended June 30, 2024. These are the most recent audited
financial statements available to the City. These audited financial statements may not represent the current financial
conditions of the City. The City did not request the consent of Heinfeld, Meech & Co., P.C. to include its report and
Heinfeld, Meech & Co., P.C. has performed no procedures subsequent to rendering its opinion on the audited financial
statements.
E-1
APPENDIX E
CONTINUING DISCLOSURE UNDERTAKING
$160,000,000*
CITY OF CHANDLER, ARIZONA
GENERAL OBLIGATION BONDS, SERIES 2026
This Continuing Disclosure Undertaking (this “Undertaking”) is executed and delivered by the City of
Chandler, Arizona (the “City”), in connection with the sale and issuance of $160,000,000* principal amount of City
of Chandler, Arizona General Obligation Bonds, Series 2026 (the “Bonds”). The Bonds are being issued pursuant to
a resolution adopted by the Mayor and Council of the City on November 13, 2025 (the “Bond Resolution”). The City
covenants and agrees as follows:
1.
Definitions. In addition to those defined hereinabove, the terms set forth below shall have
the following meanings in this Undertaking, unless the context clearly otherwise requires:
“Annual Financial Information” means the financial information and operating data set forth in Exhibit I.
“Annual Financial Information Disclosure” means the dissemination of disclosure concerning Annual
Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 4.
“Audited Financial Statements” means the audited financial statements of the City prepared pursuant to the
standards and as described in Exhibit I.
“Commission” means the Securities and Exchange Commission.
“Dissemination Agent” means any agent designated as such in writing by the City and which has filed with
the City a written acceptance of such designation, and such agent’s successors and assigns.
“EMMA” means the Electronic Municipal Market Access system of the MSRB. Information regarding
submissions to EMMA is available at http://emma.msrb.org.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Final Official Statement” means the Final Official Statement relating to the Bonds, dated January 13, 2026*.
“Financial Obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with,
or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or
(ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has
been provided to the MSRB consistent with the Rule.
“GAAP” means generally accepted accounting principles, as applied to governmental units as modified by
the laws of the State.
“Listed Event” means the events set forth in Exhibit II.
“Listed Events Disclosure” means dissemination of disclosure concerning a Listed Event as set forth in
Section 5.
“MSRB” means the Municipal Securities Rulemaking Board.
_________________________
* Preliminary, subject to change.
E-2
“Participating Underwriter” means each broker, dealer or municipal securities dealer acting as an
underwriter in the primary offering of the Bonds.
“Rule” means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Exchange Act.
“State” means the State of Arizona.
2.
Purpose of this Undertaking. This Undertaking is executed and delivered by the City as of
the date set forth below for the benefit of the beneficial owners of the Bonds and in order to assist the Participating
Underwriter in complying with the requirements of the Rule. The City represents that it will be the only obligated
person with respect to the Bonds at the time the Bonds are delivered to the Participating Underwriter and that no other
person is expected to become so committed at any time after such delivery of the Bonds.
3.
CUSIP Numbers. The CUSIP Numbers of the Bonds are as follows:
CUSIP No.
(Base 158843)
Maturity Date
(July 1)
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
4.
Annual Financial Information Disclosure. Subject to Section 8 of this Undertaking, the City
shall disseminate its Annual Financial Information and its Audited Financial Statements, if any (in the form and by
the dates set forth in Exhibit I), through EMMA.
If any part of the Annual Financial Information can no longer be generated because the operations to which
it is related have been materially changed or discontinued, the City will disseminate a statement to such effect as part
of its Annual Financial Information for the year in which such event first occurs.
If any amendment is made to this Undertaking, the Annual Information for the year in which such amendment
is made shall contain a narrative description of the reasons for such amendment and its impact on the type of
information being provided.
5.
Listed Events Disclosure. Subject to Section 8 of this Undertaking, the City shall disseminate
in a timely manner, but not more than ten (10) business days after the occurrence of the event, Listed Events Disclosure
through EMMA. Whether events subject to the standard “material” would be material shall be determined under
applicable federal securities laws.
6.
Consequences of Failure of the City to Provide Information. The City shall give notice in a
timely manner through EMMA of any failure to provide Annual Financial Information Disclosure when the same is
due hereunder.
E-3
In the event of a failure of the City to comply with any provision of this Undertaking, the beneficial owner
of any Bond may seek mandamus or specific performance by court order, to cause the City to comply with its
obligations under this Undertaking. A default under this Undertaking shall not be deemed an event of default under
the Bond Resolution, and the sole remedy available to such owners of the Bonds under this Undertaking in the event
of any failure of the City to comply with this Undertaking shall be an action to compel performance.
7.
Amendments; Waiver. Notwithstanding any other provision of this Undertaking, the City by
certified resolution or ordinance authorizing such amendment or waiver, may amend this Undertaking, and any
provision of this Undertaking may be waived only if:
(a)
The amendment or waiver is made in connection with a change in circumstances that arises
from a change in legal requirements, change in law, or change in the identity, nature, or status of the City, or type of
business conducted;
(b)
This Undertaking, as amended or affected by such waiver, would have complied with the
requirements of the Rule at the time of the primary offering, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c)
The amendment or waiver does not materially impair the interests of the beneficial owners
of the Bonds, as determined by parties unaffiliated with the City or by approving vote of the owners of the Bonds at
the time of the amendment.
The Annual Financial Information containing amended operating data or financial information resulting from
such amendment or waiver, if any, shall explain, in narrative form, the reasons for the amendment or waiver and the
impact of the change in the type of operating data or financial information being provided. If an amendment or waiver
is made specifying an accounting principle to be followed in preparing financial statements and such changes are
material, the Annual Financial Information for the year in which the change is made shall present a comparison
between the financial statements or information prepared on the basis of the new accounting principles. Such
comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the
change in the accounting principles in the presentation of the financial information in order to provide information to
investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible,
such comparison also shall be quantitative. If the accounting principles of the City change or the fiscal year of the
City changes, the City shall file a notice of such change in the same manner as for a notice of Listed Event.
8.
Non-Appropriation. The performance by the City of its obligations in this Undertaking shall
be subject to the annual appropriation of any funds that may be necessary to permit such performance. In the event
of a failure by the City to comply with its covenants under this Undertaking due to a failure to appropriate the necessary
funds, the City covenants to provide prompt notice of such fact to the MSRB through EMMA, in a format prescribed
by the MSRB.
9.
Termination of Undertaking. This Undertaking shall be terminated hereunder if the City shall
no longer have liability for any obligation on or relating to repayment of the Bonds under the Bond Resolution.
10.
Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination
Agent to assist it in carrying out its obligations under this Undertaking, and may discharge any such Agent, with or
without appointing a successor Dissemination Agent.
11.
Additional Information. Nothing in this Undertaking shall be deemed to prevent the City
from disseminating any other information, using the means of dissemination set forth in this Undertaking or any other
means of communication, or including any other information in any Annual Financial Information Disclosure or notice
of occurrence of a Listed Event, in addition to that which is required by this Undertaking. If the City chooses to
include any information from any document or notice of occurrence of a Listed Event in addition to that which is
specifically required by this Undertaking, the City shall have no obligation under this Undertaking to update such
information or include it in any future Annual Financial Information Disclosure or Listed Events Disclosure.
E-4
12.
Beneficiaries. This Undertaking has been executed in order to assist the Participating
Underwriter in complying with the Rule; however, this Undertaking shall inure solely to the benefit of the City, the
Dissemination Agent, if any, and the beneficial owners of the Bonds, and shall create no rights in any other person or
entity.
13.
Recordkeeping. The City shall maintain records of all Annual Financial Information
Disclosure and Listed Events Disclosure including the content of such disclosure, the names of the entities with whom
such disclosure was filed and the date of filing such disclosure.
14.
Governing Law. This Undertaking shall be governed by the laws of the State.
Dated: [Closing Date]
CITY OF CHANDLER, ARIZONA
By ______________________________________
Its Deputy City Manager/Chief Financial Officer
E-5
EXHIBIT I
ANNUAL FINANCIAL INFORMATION AND TIMING AND
AUDITED FINANCIAL STATEMENTS
“Annual Financial Information” means financial information and operating data of the type contained in the
Final Official Statement as follows (in each case, actual results for most recently completed fiscal year only):
•
Estimated Net Full Cash Value and Assessed Values;
•
Statements of Bonds Outstanding;
•
Property Tax Assessment Ratios;
•
Property Taxes Levied and Collected;
•
Direct and Overlapping Assessed Valuations and Total Tax Rates per $100 Assessed Valuation;
•
Property Value by Property Classification; and
•
Net Assessed Limited Property Value of Major Taxpayers.
All or a portion of the Annual Financial Information and the Audited Financial Statements as set forth below
may be included by reference to other documents which have been submitted through EMMA or filed with the
Commission. If the information included by reference is contained in a final official statement, the final official
statement must be available from the MSRB. The City shall clearly identify each such item of information included
by reference.
Annual Financial Information exclusive of Audited Financial Statements will be provided through EMMA
by February 1 of each year, commencing February 1, 2027. Audited Financial Statements as described below should
be filed at the same time as the Annual Financial Information. If Audited Financial Statements are not available when
the Annual Financial Information is filed, unaudited financial statements shall be included, to be followed up by
Audited Financial Statements within 30 days after availability to the City.
Audited Financial Statements will be prepared according to GAAP.
If any change is made to the Annual Financial Information as permitted by Section 4 of this Undertaking, the
City will disseminate a notice of such change as required by Section 4, including changes in fiscal year or GAAP.
E-6
EXHIBIT II
EVENTS FOR WHICH LISTED EVENTS DISCLOSURE IS REQUIRED
1.
Principal and interest payment delinquencies.
2.
Non-payment related defaults, if material.
3.
Unscheduled draws on debt service reserves reflecting financial difficulties.
4.
Unscheduled draws on credit enhancements reflecting financial difficulties.
5.
Substitution of credit or liquidity providers, or their failure to perform.
6.
Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of
taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations, in
each case, with respect to the tax status of the security, or other material events affecting the tax status of the
security.
7.
Modifications to the rights of security holders, if material.
8.
Bond calls, if material, or tender offers.
9.
Defeasances.
10.
Release, substitution or sale of property securing repayment of the securities, if material.
11.
Rating changes.
12.
Bankruptcy, insolvency, receivership or similar events of the City, being if any of the following occur: the
appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession
but subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having
supervision or jurisdiction over substantially all of the assets or business of the City.
13.
The consummation of a merger, consolidation or acquisition involving the City or the sale of all or
substantially all of the assets of the City, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms, if material.
14.
Appointment of a successor or additional trustee or the change of name of a trustee, if material.
15.
Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default,
remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect
security holders, if material.
16.
Default, event of acceleration, termination event, modification of terms, or other similar events under the
terms of a Financial Obligation of the City, any of which reflect financial difficulties.
F-1
APPENDIX F
BOOK-ENTRY-ONLY SYSTEM
The description set forth below of the procedures and record-keeping with respect to beneficial ownership interests
in the Bonds, payment of principal of, premium, if any, and interest on, the Bonds to Direct Participants, Indirect
Participants and Beneficial Owners (each as hereinafter defined), and other information concerning DTC and the
book-entry-only system of registration and transfer of beneficial ownership interests in the Bonds is based solely on
information furnished by DTC to the City for inclusion in this Official Statement. Neither the City, the Bond Registrar
and Paying Agent, the Financial Advisor, nor their agents or counsel make any representations as to the accuracy or
completeness thereof.
The Depository Trust Company (“DTC”), will act as securities depository for the Bonds. The Bonds will be issued
as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name
as may be requested by an authorized representative of DTC. One fully-registered Bond will be issued for the Bonds
in the aggregate principal amount of such issue, and will be deposited with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York
Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a
“clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC
holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation
and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users
of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a
Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit
for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial
Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial owners will not receive
written confirmation from DTC of their purchaser. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests
in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf
of Beneficial Owners. Beneficial owners will not receive certificates representing their ownership interests in Bonds,
except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of
DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee
do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited,
which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
F-2
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless
authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC
mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s
consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’
accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in
accordance with their respective holdings shown on DTC’s records. Payments by participants to Beneficial owners
will be governed by standing instructions and customary practices, as is the case with securities held for the accounts
of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not
of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may
be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such
payments to Direct Participants will be the responsibility of DTC, and disbursements of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to Bond
Registrar and Paying Agent, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the
Participant’s interest in the Bonds, on DTC’s records, to Bond Registrar and Paying Agent. The requirement for
physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied
when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a
book-entry credit of tendered Bonds to the Bond Registrar and Paying Agent’s DTC account.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable
notice to the City or Bond Registrar and Paying Agent. Under such circumstances, in the event that a successor
depository is not obtained, Bond certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor
securities depository). In that event, Bond certificates will be printed and delivered to DTC.
The information in this section concerning DTC and DTC’s book-entry-only system has been obtained from sources
that the City believes to be reliable, but the City, the Financial Advisor or their counsel or agents takes no responsibility
for the accuracy thereof.
NEITHER THE CITY, THE BOND REGISTRAR AND PAYING AGENT, THE FINANCIAL ADVISOR, NOR
THEIR AGENTS OR COUNSEL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT
PARTICIPANT, INDIRECT PARTICIPANT OR TO ANY BENEFICIAL OWNER WITH RESPECT TO: (I) THE
BONDS, (II) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT
OR INDIRECT PARTICIPANT; (III) THE TIMELY OR ULTIMATE PAYMENT BY DTC OR ANY DIRECT
PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN
RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR OF INTEREST ON THE BONDS; (IV) THE
TRANSMITTAL BY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OF ANY NOTICE WHICH IS
PERMITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS; (V) ANY CONSENT GIVEN BY DTC OR
OTHER ACTION TAKEN BY DTC AS REGISTERED OWNER; OR (VI) THE SELECTION BY DTC OR ANY
DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY BENEFICIAL OWNERS TO RECEIVE
PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE BONDS.