RESOLUTION.PDF

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 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
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;
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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,
the County Manager of the County or the Chief Financial Officer 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 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 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 $115,631,782, 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 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, 2028, 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).
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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 of the County or her 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.
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PASSED, ADOPTED AND APPROVED, by the Board of Supervisors of
Maricopa County, Arizona, on January 3, 2018.
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
By:
Timothy E. Pick4ell
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