Extracted text (via pymupdf_layout)
12949 characters
A RESOLUTION OF THE BOARD OF SUPERVISORS OF MARICOPA COUNTY, ARIZONA AUTHORIZING THE LEASE AND LEASE-PURCHASE BACK OF CERTAIN REAL PROPERTY, INCLUDING BUILDINGS AND STRUCTURES, IN ORDER TO FINANCE CAPITAL PROJECTS FOR THE COUNTY; AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDMENTS AND SUPPLEMENTS TO A LEASE-PURCHASE AGREEMENT AND A TRUST AGREEMENT AND OTHER NECESSARY AGREEMENTS, INSTRUMENTS AND DOCUMENTS; APPROVING THE EXECUTION AND DELIVERY OF CERTIFICATES OF PARTICIPATION TO PROVIDE THE NECESSARY FINANCING THEREFOR; AND AUTHORIZING OTHER ACTIONS AND MATTERS IN CONNECTION THEREWITH. WHEREAS, Maricopa County, Arizona (the “County”), as lessee, previously entered into a Lease-Purchase Agreement, dated as of June 1, 2015 (the “Original Lease- Purchase Agreement”), which was amended by a First Amendment to Lease-Purchase Agreement, dated as of August 1, 2016 and a Second Amendment to Lease-Purchase Agreement, dated as of June 1, 2018 (collectively, and as further amended by the Lease Amendments hereinafter described, the “Lease-Purchase Agreement”) with U.S. Bank National Association, as trustee under the below-described Trust Agreement (the “Trustee”), as lessor (in such capacity, the “Lessor”), pursuant to which the Lessor leases to the County, as lessee, certain leased property (the “Leased Property”) as described therein; and WHEREAS, the Trustee and the County have previously entered into a Trust Agreement, dated as of June 1, 2015 (the “Original Trust Agreement”), as supplemented by a First Supplement to Trust Agreement, dated as of August 1, 2016 and a Second Supplement to Trust Agreement, dated as of June 1, 2018 (collectively, and as further supplemented by the Trust Supplements hereinafter described, the “Trust Agreement”), pursuant to which the Trustee executed and delivered its Certificates of Participation, Series 2015 (the “2015 Certificates”), Certificates of Participation, Series 2016 (the “2016 Certificates”) and Certificates of Participation, Series 2018 (the “2018 Certificates”) for the purpose of financing and refinancing the costs of certain capital projects of the County; and WHEREAS, the 2016 Certificates and the 2018 Certificates are the only Certificates currently outstanding under the Trust Agreement; and WHEREAS, the Trust Agreement permits, under certain conditions, the execution and delivery of “Additional Certificates,” on a parity with the “Certificates” then outstanding under the Trust Agreement and permits the supplementation and amendment of the Trust Agreement and the Lease-Purchase Agreement to facilitate such an execution and delivery of such Additional Certificates; and 1 010-8830-6621/2 WHEREAS, the County has determined that it will be advantageous to cause the execution and delivery of Additional Certificates pursuant to the Trust Agreement, in an aggregate principal amount not exceeding $140,000,000, plus any amount necessary to pay the costs associated with the execution and delivery of such Additional Certificates, in one or more series, under the Trust Agreement, for any or all of the following purposes: (a) financing the costs of additional capital projects for the County, and (b) paying the costs associated with the execution and delivery of such Additional Certificates, and to restructure the Lease Payments under the Lease-Purchase Agreement; and WHEREAS, in connection with the execution and delivery of the Certificates, it will be necessary to enter into a supplemental or restated Trust Agreement or amendments or supplements thereto, between the County and the Trustee (collectively, “Trust Supplements”) and a supplemental or restated Lease-Purchase Agreement or amendments or supplements thereto, between the County and the Lessor (collectively, “Lease Amendments”); and WHEREAS, upon execution and delivery of each series of Certificates, all the conditions for the execution and delivery of Additional Certificates under the Trust Agreement will have been met for such series; and WHEREAS, the County will offer and sell each series of the Certificates either (i) directly to one or more banks or financial institutions as the Purchaser of the Certificates (collectively, the “Purchaser”) through a private placement, or (ii) through an underwritten offering to one or more investment banking firms which are then included in a pool of investment banking firms competitively procured for the underwriting of obligations by the State of Arizona or one of its departments, boards or authorities (collectively, the “Underwriter”), as determined by the Chief Financial Officer or the Finance Director of the County to be most advantageous to the County; and WHEREAS, the Certificates of each series, if sold through an underwritten offering to the Underwriter, will be offered for sale pursuant to a Preliminary Official Statement (the “Preliminary Official Statement”) which, with conforming changes, will become the Official Statement (the “Official Statement”); and WHEREAS, the Certificates will be sold pursuant to one or more Certificate Purchase Agreements (collectively, the “Purchase Agreement”) between the County and the Purchaser or the Underwriter, as applicable; and WHEREAS, in connection with the execution and delivery of the Certificates, Securities and Exchange Commission Rule 15(c)2-12 may require the County to make certain agreements for the benefit of holders and beneficial owners from time to time of the Certificates, as evidenced in a continuing disclosure undertaking of the County (the “Continuing Disclosure Undertaking”); and WHEREAS, the County has the power and authority to enter into and deliver the Lease Amendments, the Trust Supplements, the Purchase Agreement, the Continuing Disclosure Undertaking and such additional agreements (collectively, the “County 2 010-8830-6621/2 Documents”) or amendments thereto and has determined that it is advantageous and in the public interest to approve the execution, sale and delivery of the Certificates in order to secure the financial advantages for the County; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF MARICOPA COUNTY, ARIZONA, AS FOLLOWS: Section 1. The execution and delivery of Certificates in one or more series under the Trust Agreement for any of the following purposes, is hereby approved: (a) financing the costs of additional capital projects of the County, and (b) funding any amount required for paying costs associated with the execution and delivery of such Certificates and to restructure Lease Payments under the Lease-Purchase Agreement. Section 2. The Chairman, Vice Chairman or Acting Chairman of the Board or the County Manager, the Chief Financial Officer or the Finance Director of the County (each, an “Authorized Officer”) are each hereby authorized, empowered and directed, with the approval of counsel to the County, in the name and on behalf of the County, to execute or attest, as required, and deliver the County Documents, in such form as shall be reviewed by counsel to the County and approved by the Authorized Officer executing the same. Section 3. From and after the execution and delivery of the County Documents in definitive form by the County and the other parties thereto, as required, the officers, agents and employees of the County are hereby authorized, empowered and directed to do all such acts and things and to execute all such agreements, documents, instruments and certificates as may be necessary to carry out and comply with the provisions thereof, including but not limited to the execution of tax compliance certificates or any other such document necessary in relation to the tax-exempt status of any series of Certificates intended by the County to be executed and delivered bearing tax-exempt interest or otherwise required by the related Purchase Agreement. Section 4. The County anticipates receiving proposals from the Purchaser and/or the Underwriter for the purchase of the Certificates. Such proposals as the Chief Financial Officer or the Finance Director of the County determines to be most advantageous to the County are authorized to be accepted, provided that the Certificates will not be sold for less than 98% of the principal amount therefor. The Chief Financial Officer or the Finance Director of the County is also hereby authorized to designate the banks or financial institutions that will serve as Purchaser of the Certificates or the investment banking firms that will serve as Underwriter of the Certificates. Section 5. The execution, sale and delivery of Certificates, which in the aggregate with not exceed the principal amount of $140,000,000, plus any amount approved by an Authorized Officer as being necessary to pay the costs associated with the execution and delivery of such Certificates, bearing interest at the rate or rates per annum not to exceed a yield of 6.00% per annum computed in accordance with Section 148 of the Internal Revenue Code of 1986 as amended, and having the other terms and conditions to be provided in the related Purchase Agreement and the Trust Supplement (as executed and delivered) and consistent with this Resolution, are in all respects approved. Each series of Certificates shall be sold and awarded to the Purchaser or the 3 010-8830-6621/2 Underwriter at a price not less than 98% of par (excluding any original issue discount). Each series of Certificates shall mature over a period ending not later than July 1, 2022, may be subject to mandatory or optional redemption prior to maturity, and shall have such other terms, all as provided in the related Trust Supplement and Purchase Agreement (as executed and delivered). Section 6. If the Certificates are the subject of an underwritten offering, the distribution of the Preliminary Official Statement by the Underwriter with respect to each series of Certificates is hereby ratified and approved in the form approved by an Authorized Officer and an Official Statement for such series is hereby authorized and approved, in substantially the form of the related Preliminary Official Statement, with such changes or revisions as may be approved by the Authorized Officer executing the same. Any Authorized Officer is hereby authorized, empowered and directed, in the name and on behalf of the County, to execute and deliver the same to the Underwriter, and to execute and deliver instruments confirming that the Preliminary Official Statement is “deemed final” in accordance with Securities and Exchange Commission Rule 15(c)2- 12. Section 7. If the Chief Financial Officer or the Finance Director of the County or their designee determines that the purchase of an insurance policy securing payment of any series of Certificates would be advantageous to the County, any officer, agent or employee of the County is hereby authorized to negotiate with and secure, with proceeds of such series of Certificates or otherwise, such an insurance policy from one or more institutions the claims-paying ability of which are then assigned a rating of “Aa3/AA-” or better by a nationally recognized credit rating agency at the time of issuance of the insurance policy. Each Authorized Officer is hereby further authorized to execute and deliver any instruments or documents necessary in connection with the purchase of any such insurance policy, including those making provision for the repayment of amounts advanced by the institutions issuing such insurance policy. Section 8. The Authorized Officers, and the designees of any of them, are each hereby designated and appointed as the Lessee Representative, as defined in the Lease-Purchase Agreement, and each of them is authorized to execute in the name of and on behalf of the County any closing documents, certificates, or other instruments or documents necessary or appropriate in connection with the transactions described in or contemplated by the related Official Statement, Purchase Agreement, Lease-Purchase Agreement or Trust Agreement or amendments or supplements thereto and to do all acts and things as may be necessary or desirable to carry out the terms and intent of this Resolution and of any of the documents referred to herein. Section 9. The proceeds received by the Trustee from the sale of each series of Certificates shall immediately be applied as provided in the related Trust Supplement. Section 10. All actions of the officers, agents and employees of the County which are in conformity with the purposes and intent of the foregoing resolutions be, and the same are hereby, in all respects, authorized, approved, ratified and confirmed. 4 010-8830-6621/2 PASSED, ADOPTED AND APPROVED, by the Board of Supervisors of Maricopa County, Arizona, on________ , 2019. MARICOPA COUNTY, ARIZONA By:___________________________ Chairman, Board of Supervisors ATTEST: By:________________________ Clerk, Board of Supervisors Approved as to Form: SQUIRE PATTON BOGGS (US) LLP, Special Counsel 010-8830-6621/2