2016COP AUTHORIZING RESOLUTION-AATF.PDF

A RESOLUTION OF THE BOARD OF SUPERVISORS OF
MARICOPA COUNTY, ARIZONA AUTHORIZING THE
REFUNDING AND REDEMPTION OF LEASE REVENUE
BONDS ISSUED BY THE MARICOPA COUNTY PUBLIC
FINANCE AUTHORITY IN ORDER TO REFINANCE
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 REFINANCING 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" and as 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" and as
supplemented by the Trust Supplements hereinafter described, the "Trust Agreement"),
pursuant to which the Trustee executed and delivered $185,580,000 principal amount of
Certificates of Participation, Series 2015 (the "2015 Certificates"), for the purpose of
financing the costs of certain capital projects of the County; and
WHEREAS, the 2015 Certificates are the only Certificates currently outstanding
under the Trust Agreement; and
WHEREAS, the County also previously caused the Maricopa County Public
Finance Corporation, an Arizona nonprofit corporation (the "Corporation") to issue its
Lease Revenue Bonds, Series 2007A (the "Series 2007A Bonds") pursuant to a Trust
Indenture, dated as of June 1. 2001, as supplemented (the "PLC Indenture -), between the
Corporation and The Bank of New York Mellon Trust Company, N.A., as successor
trustee (the "PLC Trustee"); and
WHEREAS, the County wishes to provide for the payment and redemption of all
of the outstanding Series 2007A Bonds prior to the maturity dates thereof, and to
discharge of the PLC Indenture once no Series 2007A Bonds remain outstanding
thereunder; and
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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
WHEREAS, the County has determined that it will be advantageous to cause (a)
the cash defeasance of some or all of the outstanding Series 2007A Bonds and/or (b) the
execution and delivery of Additional Certificates pursuant to the Trust Agreement (the
"2016 Certificates") in a principal amount, net of any original issue discount, which will
be sufficient to refund and redeem the remaining Series 2007A Bonds, plus any amount
necessary to pay the costs associated with the execution and delivery of such 2016
Certificates; and
WHEREAS, in connection with the execution and delivery of the 2016
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 2016 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 2016 Certificates
either (i) directly to one or more banks or financial institutions as the purchaser of the
2016 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 w be most advantageous to the County; and
WHEREAS, the 2016 Certificates, if sold through an underwritten offering to the
Underwriter, will be offered for sale pursuant to a Preliminary Official Statement in a
form substantially the same as that used in connection with the offering of the 2015
Certificates, with such changes as are approved by an hereinafter-described Authorized
Officer (the "Preliminary Official Statement"), which, with conforming changes, will
become the Official Statement (the "Official Statement"); and
WHEREAS, the 2016 Certificates will be sold pursuant to a certificate purchase
agreement with the Purchaser or the Underwriter, as applicable, in a form substantially
the same as that used in connection with the sale of the 2015 Certificates, with such
changes as are approved by an Authorized Officer (the "Purchase Agreement"); and
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WHEREAS, in connection with the execution and delivery of the 2016
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 2016 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, if necessary, 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 2016
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 Corporation is hereby directed to provide for the defeasance
and redemption of some or all of the outstanding Series 2007A Bonds, at the times and in
the manner determined by the Chief Financial Officer of the County or her designee,
using funds provided by the County in a total amount not exceeding $30,000,000,
proceeds from the sale of the 2016 Certificates, funds held by the PFC Trustee or other
legally available funds.
Section 2. The execution and delivery of 2016 Certificates in one or more
series under the Trust Agreement is hereby approved for the purpose of refunding and
redeeming Series 2007A Bonds, plus any amount necessary to pay the costs associated
with the execution and delivery of such 2016 Certificates.
Section 3. The Chairman, Vice Chairman or Acting Chairman of this 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
and deliver such agreements, certificates and letters of instruction as may be necessary in
order to provide for the defeasance, refunding and redemption of outstanding Series
2007A Bonds and to execute or attest, as required, and deliver the County Documents, in
such forms as shall be approved by the Authorized Officer executing the same.
Section 4. From and after the execution and delivery of the County
Documents in definitive fbrm 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.
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Section 5. The County anticipates receiving proposals from the Purchaser
and/or the Underwriter for the purchase of the 2016 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 2016 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 bank or financial institutions that will serve as
Purchaser of the 2016 Certificates or the investment banking firms that will serve as
Underwriter of the 2016 Certificates.
Section 6. The execution, sale and delivery of 2016 Certificates in a principal
amount, net of any original issue discount, which will be sufficient to refund and redeem
the outstanding Series 2007A Bonds, plus any amount approved by an Authorized
Officer as being necessary to pay the costs associated with the execution and delivery of
such 2016 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 2016 Certificates shall mature over a period ending not later than July 1, 2030, 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 7. If the 2016 Certificates are the subject of an underwritten offering,
the distribution of the Preliminary Official Statement by the Underwriter with respect to
each series of 2016 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 l5(c)2-
12.
Section 8. 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
2016 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 2016 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.
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Section 9. 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 he necessary or desirable to carry out the terms and intent of' this
Resolution and of any of' the documents referred to herein.
Section 10. The proceeds received by the Trustee from the sale of each series
of 2016 Certificates shall immediately be applied as provided in the related Trust
Supplement.
Section 11. Each Authorized Officer is hereby authorized to execute and
deliver any instruments or documents necessary in connection with the defeasance,
redemption or refunding of the Series 2007A Bonds.
Section 12. 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.
[Remainder of page intentionally left blank.]
WO-8218-4919/s

PASSED, ADOPTED AND APPROVED, by the Board of Supervisors of
Marieopa County, Arizona, on June 8, 2016.
MARICOPA COUNTY, ARIZONA
By:
Chairman, Board of Supervisors
ATTEST:
By:
Clerk, Board of Supervisors
Approved as to Form:
SQUIRE PATTON BOGUS (US) LI,P,
Special Counsel
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Job : 209
Date: 5/13/2016
Time: 12:56:17 PM