RESOLUTION APCC.PDF

A RESOLUTION OF THE BOARD OF SUPERVISORS OF
MARICOPA COUNTY, ARIZONA APPROVING THE
ISSUANCE BY THE MARICOPA COUNTY, ARIZONA
POLLUTION CONTROL CORPORATION OF MARICOPA
COUNTY, ARIZONA POLLUTION CONTROL
CORPORATION POLLUTION CONTROL REVENUE
REFUNDING BONDS (ARIZONA PUBLIC SERVICE
COMPANY PALO VERDE PROJECT)
WHEREAS, the Board of Supervisors of Maricopa County, Arizona (the "Board
of Supervisors") has received and duly considered the proceedings of the Maricopa County,
Arizona Pollution Control Corporation (the "Pollution Control Corporation") in connection with
the proposed issuance and sale by the Pollution Control Corporation of not to exceed
$64,000,000 aggregate principal amount of Maricopa County, Arizona Pollution Control
Corporation Pollution Control Revenue Refunding Bonds (Arizona Public Service Company
Palo Verde Project), such bonds to be issued in one or more series (each, a "Series of Bonds,"
and hereinafter collectively referred to as the "Bonds"), and the loan of the proceeds of such
Bonds to Arizona Public Service Company, a corporation organized and existing under the laws
of the State of Arizona (the "Company"); and
WHEREAS, the Bonds are proposed to be issued in order to refund the Maricopa
County, Arizona Pollution Control Corporation Pollution Control Revenue Refunding Bonds
(Arizona Public Service Company Palo Verde Project) 2009 Series D and 2009 Series E
(hereinafter collectively referred to as the "2009 Series Bonds"), which were issued to refinance
costs of the acquisition, construction, improvement or equipping of certain air and water
pollution control and sewage and solid waste disposal facilities and certain related facilities
(hereinafter collectively referred to as the "Facilities") relating to an electric generating station
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operated by the Company, known as the Palo Verde Nuclear Generating Station, located in
Maricopa County, Arizona (the "County); and
WHEREAS, the proceedings of the Pollution Control Corporation include a
resolution duly adopted by the Board of Directors of the Pollution Control Corporation at a duly
convened meeting held on May , 2014 (the "Resolution"); and
WHEREAS, the proceedings of the Pollution Control Corporation also include a
draft form of (i) an Indenture of Trust relating to the Bonds (each, an "Indenture," and hereinafter
collectively referred to as the "Indentures"), to be entered into by the Pollution Control
Corporation and the financial institution named therein as trustee, which is expected to be The
Bank of New York Mellon or an affiliate thereof, (ii) a Loan Agreement relating to the loan of
the proceeds of the Bonds (each, a "Loan Agreement," and hereinafter collectively referred to as
the "Loan Agreements"), to be entered into by the Pollution Control Corporation and the
Company, and (iii) a Bond Purchase Agreement relating to the Bonds (each, a "Bond Purchase
Agreement," and hereinafter collectively referred to as the "Bond Purchase Agreements"), to be
entered into by the Pollution Control Corporation, the Company, and one or more qualified
institutional investors (each, a "Direct Loan Purchaser") designated by the Company and named
therein; and
WHEREAS, the Bonds may be issued in one or more Series pursuant to one or
more Indentures, the proceeds of the Bonds may be loaned to the Company pursuant to one or
more Loan Agreements, and the Bonds may be sold to one or more Direct Loan Purchasers
pursuant to one or more Bond Purchase Agreements; and
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WHEREAS, the Resolution authorizes (i) the issuance of the Bonds pursuant to
one or more Indentures, the proceeds of which will be loaned to the Company pursuant to one or
more Loan Agreements in order to refinance a portion of the costs to the Company of acquiring,
constructing, improving and equipping the Facilities and (ii) the sale of the Bonds pursuant to
one or more Bond Purchase Agreements; and
WHEREAS, the principal of and interest on the Bonds are to be payable solely
from the receipts and revenues of the Pollution Control Corporation received pursuant to the
Loan Agreement, and other funds pledged therefor, all in conformity with Title 35, Chapter 6,
Arizona Revised Statutes, as amended (the "Act"); and
WHEREAS, the above-mentioned actions of the Pollution Control Corporation
and the above-mentioned documents, together with the Resolution, constitute the full
proceedings of the Pollution Control Corporation to date in connection with the proposed
issuance of the Bonds and the refinancing of the Facilities; and
WHEREAS, the Pollution Control Corporation has determined that the issuance
and sale of the Bonds are in furtherance of the public purposes set forth in the Act and that the
proceedings of the Pollution Control Corporation, including the Resolution, are in conformity
with the provisions of the Act; and
WHEREAS, the Act requires that the proceedings of the Pollution Control
Corporation by which the Bonds are to be issued be approved by the governing body of the
County; and
WHEREAS, this Board of Supervisors is the governing body of 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 proceedings of the Pollution Control Corporation providing for
the issuance and sale of the Bonds to refinance the Facilities are hereby approved, and such
approval shall constitute such approval of the proceedings of the Pollution Control Corporation
as is required by the provisions of the Act for the issuance and sale of the Bonds.
Section 2. This Resolution shall become effective immediately.
Passed and Adopted this 21st day of May, 2014.
Chairman, Board of Supervisors
Maricopa County, Arizona
Attest:
Clerk, Board of Supervisors,
Maricopa County, Arizona
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