RESOLUTION NO. 2015_380717440_3.DOC

RESOLUTION NO. 2015-__
A RESOLUTION OF THE BOARD OF SUPERVISORS OF
MARICOPA COUNTY, ARIZONA AUTHORIZING THE
LEASE AND LEASE-PURCHASE BACK OF CERTAIN REAL
PROPERTY OWNED BY THE COUNTY, INCLUDING
BUILDINGS AND STRUCTURES, IN ORDER TO FINANCE
CAPITAL PROJECTS FOR THE COUNTY; AUTHORIZING
NOTICE TO THE PUBLIC OF THE LEASE OF THE
PROPERTY AND PROVIDING FOR THE AWARD THEREOF
TO THE HIGHEST RESPONSIBLE BIDDER; AUTHORIZING
THE EXECUTION AND DELIVERY OF A GROUND LEASE, A
LEASE-PURCHASE AGREEMENT, 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”) upon due investigation
and consideration deems it advantageous and necessary to lease at public auction and to
lease-purchase back certain land, buildings, structures and improvements comprised of
the South Court Tower located at 175 W. Madison Street, Phoenix, Arizona (the
“Facilities”); and
WHEREAS, the Board of Supervisors (the “Board”), is authorized to lease, at
public auction, after notice to the public, County property pursuant to Arizona Revised
Statutes § 11-256; and
WHEREAS, the County, in accordance with applicable law, will request bids for
the lease of the Facilities, all as more fully described in the legal notice requesting such
bids (the “Request for Bids”); and
WHEREAS, upon receipt of sealed bid proposals and following the public
auction, the County intends that the Facilities be leased and awarded to the bidder which
submits the highest bid as determined by the requirements of and responsive to the
Request for Bids (the “Successful Bidder”); and
WHEREAS, the County intends that the proceeds received from the lease of the
Facilities be applied by the County to pay or to reimburse costs of the acquisition,
construction, improvement and equipping of various County sites, buildings and facilities
and for other capital purposes (the “Projects”); and
WHEREAS, the County intends to lease-purchase back the Facilities through a
lease-purchase agreement to be executed and delivered pursuant to Arizona Revised
Statutes § 11-251(46); and
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WHEREAS, it is presently anticipated that (a) any Successful Bidder of the
Facilities will finance its bid through the execution and delivery of certificates of
participation, in one or more series (the “Certificates”), evidencing and representing
proportionate interests of the owners thereof in lease payments to be made by the County
pursuant to a lease-purchase agreement (the “Lease-Purchase Agreement”) between the
County and the Trustee (defined below), as lessor, and to approve and execute all
required legal documents in connection with such financing, including, without limitation
a ground lease (the “Ground Lease”) between the County and the Trustee, as lessee,
relating to the Facilities; and
WHEREAS, the Certificates will be executed, delivered and paid in accordance
with the terms of a Trust Agreement (the “Trust Agreement”), between the County and
U.S. Bank National Association or another corporate trustee specified by the County, as
trustee thereunder (the “Trustee”), in connection with the Certificates; and
WHEREAS, the Certificates of each series 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
sold, in a principal amount not exceeding the principal amount specified in the bid of the
Successful Bidder, pursuant to one or more Certificate Purchase Agreements
(collectively, the “Purchase Agreement”) between the County and the purchaser of such
series of the Certificates (collectively, the “Original Purchaser”); 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 one or more Continuing Disclosure Undertakings from
the County (the “Continuing Disclosure Undertaking”); and
WHEREAS, the County has the power and authority to enter into and deliver the
Lease-Purchase Agreement, the Ground Lease, the Trust Agreement, 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;
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS
OF MARICOPA COUNTY, ARIZONA, AS FOLLOWS:
Section 1. It is hereby found and determined that the lease and lease-purchase
back of all or a portion of the Facilities pursuant to the Request for Bids are advantageous
to the County and in furtherance of the purposes of the County and in the public interest.
Section 2. The Board hereby directs, approves and authorizes the lease and
lease-purchase back of all or a portion of the Facilities pursuant to the Request for Bids
and in accordance with the requirements of all applicable laws. The County
Administrator, the Director of Finance of the County and all other appropriate officers
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and employees of the County are hereby authorized and directed to prepare the form of
the Request for Bids. The publication and advertisement of such lease in accordance
with the applicable law and the taking of all necessary steps to effectuate such lease in
accordance with the applicable law is hereby authorized, approved, ratified, and
confirmed in all respects.
Section 3. Upon the receipt of sealed bid proposals at the date, time and place
prescribed by the Request for Bids, whether continued, postponed or rescheduled, and
following the public auction and the consideration of bids received and the
recommendation of the Director of Finance of the County, the lease of the Facilities
described in the Request for Bids will be awarded to the Successful Bidder by this Board
acting through its Chairman on behalf of the County to the highest bid as determined by
the requirements of and responsive to the Request for Bids, unless all bids are rejected.
Section 4. The Chairman, Vice Chairman or Acting Chairman of this Board,
the County Administrator of the County or the Director of Finance 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 forms as shall be reviewed
by counsel to the County and approved by the Authorized Officer executing the same.
Section 5. 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 6. The execution, sale and delivery of Certificates, which in the
aggregate will not exceed the principal amount specified in the bid of the Successful
Bidder, plus any amount approved by an Authorized Officer as being necessary to fund a
debt service reserve fund, bearing interest at the rate or rates per annum not to exceed a
yield of 6.0% 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 Agreement (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 Original Purchaser at a price of not less
than 98% of par (excluding any original issue discount). Each series of Certificates shall
mature over a period ending not later than fifteen years from its execution and delivery,
may be subject to mandatory or optional redemption prior to maturity, and shall have
such other terms, all as provided in the related Trust Agreement and Purchase Agreement
(as executed and delivered). The Certificates shall be executed and delivered for any or
all of the following purposes: (a) financing or reimbursing costs of the Projects, and (b)
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funding any amount required to be deposited into a debt service reserve fund and paying
the costs associated with the execution and delivery of such Certificates.
Section 7. The distribution of the Preliminary Official Statement by the
Original Purchaser 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 Original Purchaser, 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 8. If the Director of Finance of the County or his designee determines
that the purchase of an insurance policy securing payment of any series of Certificates, or
a surety bond or other reserve fund guaranty, 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
or reserve fund guaranty, or both, 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 and/or reserve fund
guaranty. 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 and/or reserve fund guaranty, including those making provision for the
repayment of amounts advanced by the institutions issuing such insurance policy and/or
reserve fund guaranty.
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, Ground Lease 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 10. The proceeds received by the Trustee from the sale of each series
of Certificates shall immediately be applied as provided in the related Trust Agreement.
Pending disbursement of any such proceeds received by the County and held by the
County Treasurer, the County Treasurer is directed to invest the amounts so received and
held in the State Treasurer’s Local Government Investment Pool (LGIP); provided,
however, that the Director of Finance of the County may at any time provide other
written investment instructions to the County Treasurer and the County Treasurer, to the
extent that such investments are lawful, is authorized and directed to invest monies as set
forth in the instructions.
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Section 11. 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 April 8, 2015.
MARICOPA COUNTY, ARIZONA
By:
Chairman, Board of Supervisors
ATTEST:
By:
Clerk, Board of Supervisors
Approved as to Form:
SQUIRE PATTON BOGGS (US) LLP,
Bond Counsel to the County
By:
Timothy E. Pickrell
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