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45. POWER OF ATTORNEY; DECLARATION OF REPRESENTATION; REQUEST FOR WAIVER AND CONSENT TO CONFLICT OF INTEREST REGARDING MARICOPA COUNTY – SUN HEALTH CORPORATION, SERIES 2005 Approve and authorize the Chairman to execute the Power of Attorney and Declaration of Representative (IRS Form 2848) and the Request for Waiver and Consent to Conflict of Interest in connection with the Internal Revenue Service (IRS) examination of the Maricopa County - Sun Health Corporation (Sun Health), $100 million Hospital Revenue Bonds, Series 2005.Maricopa County (County) has received notice that the IRS selected for examination the Sun Health Corporation, Series 2005, bond issuance. The County has historically been the conduit for issuing bonds on behalf of Sun Health. Although the bonds are issued by the County, they do not represent a legal obligation to the County. All other healthcare facilities are financed through the Industrial Development Authority (IDA). The Department of Finance is recommending that Squire, Sanders & Dempsey L.L.P. represent the County as they are bond counsel for Sun Health (Series 2005 bond issuance) and currently represent the County as bond counsel. Therefore, the Department of Finance believes that Squire, Sanders & Dempsey L.L.P. can best provide legal representation in this matter. Subsequent to the Sun Health bond issuance, Banner Health acquired substantially all of the assets of Sun Health. In connection with that transaction, all bonds that had been issued by the County for Sun Health were either paid or defeased and payment provided for. As a result, all revenue bonds of the County associated with Sun Health have been constructively paid in full. The County has no other conduit debt. (C-18-09-041-4-00)