PY F444 APPROVED AGENDA ITEMS.PDF

6/22/22
Agenda Item Id: 214502

Item Title

RESOLUTION FOR DECLARATION OF OFFICIAL INTENT TO REIMBURSE FOR PURPOSES OF SECTIONS 103
AND 141-150 OF THE INTERNAL REVENUE CODE OF 1986

C Number: C-18-22-196-X-00

Action Requested:

Authorize the Chairman to approve and execute the Resolution, which constitutes a Declaration of
Official Intent to Reimburse required for the issuance of tax-exempt securities to reimburse prior
expenditures, related to the construction, acquisition and equipping of County capital projects
scheduled for Fiscal Years 2021-22, 2022-23, 2023-24, and 2024-25. The County is anticipating issuing
tax-exempt obligations to finance capital projects in the Capital Projects Fund (Fund 444). The maximum
original amount of obligations expected to be issued is $277,127,083. Exhibit A shows the proposed
capital project expenditures by anticipated fiscal year. The County reasonably expects to reimburse the
expenditures with proceeds of a tax-exempt borrowing.

Additional Information:

The Office of Budget and Finance has determined a need for the County to issue tax-exempt securities
to finance the construction, acquisition and equipping of County capital projects scheduled for Fiscal
Years 2021-22, 2022-23, 2023-24, and 2024-25. Proceeds of the borrowing will be deposited into a
Capital Projects Fund (Fund 444) to track expenditures and for arbitrage compliance. Projects financed
with proceeds of the borrowing will be individually tracked. The benefit to the County for issuing long-
term debt obligations is debt payments are exempt from the ELR.

Item Notes:
06/15/2022 12:10:18 PM Laurinda Cook Reviewed
06/07/2022 10:00:08 AM Nadia Rodriguez attachment replaced per department

Is there a Financial Impact?
No

General Item Information

Department: Finance

Contact Name: Lisa Mehaffey

Meeting Date: 6/22/2022 9:30 AM - Formal

Resolution Declaring Official Intent Under U.S. Treasury
Regulations with Respect to Reimbursements from Bond
Proceeds of Temporary Advances Made for Payments Prior to
Issuance, and Related Matters.

C Number: C-18-22-196-X-00

WHEREAS, United States Treasury Regulations §1.150-2 (the “Reimbursement
Regulations”) prescribe conditions under which proceeds of bonds, notes or other obligations used
to reimburse advances made for capital and certain other expenditures paid before the issuance of
such bonds, notes or other obligations will be deemed to be expended (or properly allocated to
expenditures) for purposes of Sections 103 and 141-150 of the Internal Revenue Code of 1986, as
amended (the “Code”), upon such reimbursement so that the proceeds so used will be treated as
allocated to those original expenditures under those sections of the Code; and

WHEREAS, certain provisions of the Reimbursement Regulations require that there be
a declaration of official intent not later than 60 days following payment of the capital and other
expenditures expected to be reimbursed from proceeds of bonds, notes or other obligations, and that
the reimbursement occur within certain prescribed time periods after the capital or other expenditure
is paid or after the property resulting from that capital or other expenditure is placed in service; and

WHEREAS, Maricopa County, Arizona (the “County”) intends to borrow the proceeds
of tax-exempt obligations (the “Bonds”) to finance the costs of certain capital expenditures; and

WHEREAS, this Board wishes to declare the County’s official intent to reimburse itself
from the proceeds of the Bonds for certain capital and other expenditures made by the County prior
to the issuance of the Bonds as required by the Reimbursement Regulations;

NOW, THEREFORE, be it Resolved by the Board of Supervisors of Maricopa County,
Arizona as follows:

Section 1. The County reasonably expects that certain capital and other
expenditures (the “Original Expenditures”) made for the purposes described on Exhibit A hereto
(the “Project”) will be reimbursed with the proceeds of the Bonds. The maximum principal amount
of the Bonds expected to be issued for the Project is $277,127,083.

Section 2. The Chief Financial Officer of the County or her designee are each
authorized to make appropriate reimbursement and timely allocations from the proceeds of the
Bonds to reimburse the Original Expenditures, and to take any other actions as may be appropriate,
including evidencing in writing an allocation on the books and records of the County showing the
use of the proceeds of the Bonds to restore the money advanced for the Original Expenditures, all at
the times and in the manner required under the Reimbursement Regulations in order for the
reimbursement to be treated as an expenditure of such proceeds for purposes of Sections 103 and
141 to 150 of the Code.

010-9384-7809/3

C-18-22-196-X-00

PASSED, ADOPTED AND APPROVED on Jue ne , 2022.

Chairman, Board of Supervisors

ATTEST:

upervisors

APPROVED AS TO FORM:

wy Aw ANON

Timothy E. Pickrell
Squire Patton Boggs (US) LLP
Counsel for Maricopa County

010-9384-7809

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RESOLUTION FOR DECLARATION OF OFFICIAL INTENT TO REIMBURSE FOR PURPOSES OF SECTIONS
403 AND 141-150 OF THE INTERNAL REVENUE CODE OF 1986

Authorize the Chairman to approve and execute the Resolution, which constitutes a Declaration of Official Intent
to Reimburse required for the issuance of tax-exempt securities to reimburse prior expenditures, related to the
construction, acquisition and equipping of County capital projects scheduled for Fiscal Years 2021-22, 2022-23,
2023-24, and 2024-25. The County is anticipating issuing tax-exempt obligations to finance capital projects in the
Capital Projects Fund (Fund 444). The maximum original amount of obligations expected to be issued is
$277,127,083. Exhibit A shows the proposed capital project expenditures by anticipated fiscal year. The County
reasonably expects to reimburse the expenditures with proceeds of a tax-exempt borrowing. (C-18-22-196-X-00)

Motion to approve by Supervisor Thomas Galvin, seconded by Supervisor Jack Sellers

_ Ayes: Bill Gates, Clint Hickman, Jack Sellers, Thomas Galvin, = - = : -
Absent: Steve Gallardo oo =

Resolution Declaring Official Intent Under U.S. Treasury
Regulations with Respect to Reimbursements from Bond
Proceeds of Temporary Advances Made for Payments Prior to
Issuance, and Related Matters.

CNumber: _C-18-23-126-X-00

WHEREAS, United States Treasury Regulations §1.150-2 (the “Reimbursement
Regulations”) prescribe conditions under which proceeds of bonds, notes or other obligations used
to reimburse advances made for capital and certain other expenditures paid before the issuance of
such bonds, notes or other obligations will be deemed to be expended (or properly allocated to
expenditures) for purposes of Sections 103 and 141-150 of the Internal Revenue Code of 1986, as
amended (the “Code”), upon such reimbursement so that the proceeds so used will be treated as
allocated to those original expenditures under those sections of the Code; and

WHEREAS, certain provisions of the Reimbursement Regulations require that there be
a declaration of official intent not later than 60 days following payment of the capital and other
expenditures expected to be reimbursed from proceeds of bonds, notes or other obligations, and that
the reimbursement occur within certain prescribed time periods after the capital or other expenditure
is paid or after the property resulting from that capital or other expenditure is placed in service; and

WHEREAS, Maricopa County, Arizona (the “County”) intends to borrow the proceeds
of tax-exempt obligations (the “Bonds”) to finance the costs of certain capital expenditures; and

WHEREAS, this Board wishes to declare the County’s official intent to reimburse itself
from the proceeds of the Bonds for certain capital and other expenditures made by the County prior
to the issuance of the Bonds as required by the Reimbursement Regulations;

NOW, THEREFORE, be it Resolved by the Board of Supervisors of Maricopa County,
Arizona as follows:

Section 1. The County reasonably expects that certain capital and other
expenditures (the “Original Expenditures”) made for the purposes described on Exhibit A hereto
(the “Project’’) will be reimbursed with the proceeds of the Bonds. The maximum principal amount
of the Bonds expected to be issued for the Project is $141,130,000. The Original Expenditures
described herein are in addition to the Original Expenditures expected to be reimbursed which were
identified and approved by this Board on June 22, 2022, for a total maximum principal amount of
Bonds expected to be issued for Projects of $418,257,083.

Section 2. The Chief Financial Officer of the County or her designee are each
authorized to make appropriate reimbursement and timely allocations from the proceeds of the
Bonds to reimburse the Original Expenditures, and to take any other actions as may be appropriate,
including evidencing in writing an allocation on the books and records of the County showing the
use of the proceeds of the Bonds to restore the money advanced for the Original Expenditures, all at
the times and in the manner required under the Reimbursement Regulations in order for the
reimbursement to be treated as an expenditure of such proceeds for purposes of Sections 103 and
141 to 150 of the Code.

1096073472\2\

C-18-23-126-X-00

PASSED, ADOPTED AND APPROVED on Juné 2a, 2023.

» LAW

a] = nO +
Chairman, Board of Supervisors
ATTEST;

By: ch mart ty JUN 2.8 2023

Ue lerk, Board ofSupervisors

APPROVED AS TO FORM:

By: tne \. An Se
Pedro J. Miranda
Squire Patton Boggs (US) LLP
Counsel for Maricopa County

1096073472

Capital Projects

Southeast Regional Justice Center at Mesa!
East Valley Animal Care and Control Facility!
Equipment Services Fueling Station Downtown!
MCSO District 3 Surprise Substation Addition
and Remodel!?

Superior Court Central Building 11" Floor!
Southeast Juvenile Facility Remodel!?
MCSO Warehouse - Durango!

MCTEC Renovations!?

Superior Court Central Building 10" Floor!
MCSO Substation - District 1 Mesa!?
Downtown Court Plaza Remodel!

Clerk of Court - Southeast Remodel!

Round Court House - Durango Demolition!
Secure Fencing Projects!

Electronic Court Recording Project!

Property and Evidence System Upgrade!
Avondale Substation Radio Tower (ASRT)!
CAD/RMS System Replacement Reserved
(CRSR ~ rolls up to PRSA)!?

Durango Campus Electrical Infrastructure
Improvements

Northwest Durango Campus Regrading and
Drainage

Downtown Office Space and Parking Utilization

Study

STAR Call Center Relocations
Downtown Office and Election Facility*
MCSO Security Surveillance Projects

Electronic Health Record System Upgrade

Total Projects

Beye

1096073472\2\

EXHIBIT A

Included in the June 22, 2022 DOI.
Represents an increase in funding included in the June 22, 2022 DOI.
Represents the remaining funding after a decrease in funding included in the June 22, 2022.
Funding in the amount of $124,600,000 was shifted from the MCTEC Renovations project ($67,400,000) and the Public Health and
Human Services Building project ($57,200,000) included in the June 22, 2022 DOL.

Proposed COP Series 2024
Fy22 FY23 Fy24 FY25 FY26 FY27 Total
$ 8,800,000 $ 8,800,000
6,232,527 $ 9,567,473 15,800,000
1,300,000 1,300,000
7,400,000 2,850,000 10,250,000
2,700,000 2,700,000
12,211,206 20,781,152 32,992,358
$244,257 10,000,000 955,743 11,200,000
2,500,000 2,500,000
1,000,000 10,100,000 11,100,000
2,100,000 17,200,000 19,300,000
3,400,000 12,300,000 7,800,000 23,500,000
500,000 4,000,000 4,500,000
200,000 460,000 660,000
1,600,000 500,000 2,100,000
4,004,000 4,004,000
3,000,000 3,000,000
1,670,725 1,670,725
10,000,000 10,000,000 20,000,000
2,500,000 13,500,000 $13,500,000 29,500,000
1,750,000 1,750,000
900,000 900,000
$00,000 500,000
5,700,000 45,200,000 84,900,000 $45,200,000 181,000,000
9,680,000 7,000,000 8,050,000 1,500,000 26,230,000
3,000,000 3,000,000
$244,257 $64,714,458 $123,798,368 $76,350,000 $106,450,000 $46,700,000 $418,257,083

EXHIBIT A
Proposed COP Serles 2024
Capital Projects Fv22

Southeast Regional Justice Center at Mesa

East Valley Animal Care and Control Facility

Equipment Services Fueling Station Downtown

MGSO District 3 Surprise Substation Addition and Remodel
‘Superior Court Central Building 11th Floor

‘Southeast Juvenile Facility Remodel

MCSO Warehouse - Durango ay 244,257.

MCTEC Renovations 5

‘Superior Court Central Bullding 10th Floor
MCSO Substation - District 1 Mesa

Downtown Court Plaza Remodel

Clerk of Court - Southeast Remodel

Round Court House - Durango Demolition -
Public Health and Human Services Bldg.

Secure Fencing Projects <
Electronic Court Recording Project

Property and Evidence System Upgrade .
Avondale Substation Radio Tower (ASRT). 6
CAD/RMS System Recplacement Reserved meee

Southeast Juvenile Facility Remodel
MCSO District 3 Surprise Substation
Judicial Security Fence Project

MCSO Security Surveillance Projects
MCSO Substation District 1 Mesa

MCTEC Renovations

MCTEC Renovations

Public Health and Human Services Building
CAD/RMS System Replacement

8,800,000

6,232,527

1,300,000

- 12,211,206

10,000,000

14,100,000

7,000,000

2,100,000

3,400,000
$00,000
200,000

$1,200,000

"1600000

3,000,000

1,670,725

10,000,000

(14,100,000)

(31,200,000)

2,700,000 -

FY24 FY25 FY26 FY27

9,867,473
7400900 -

17,081,152
955,743
‘34,800,000
- 10,100,000 -
13,900,000
12,300,000
4,000,000
460,000
26,000,000

~ 18,500,000

“7,800,000

4,004,000.

3,700,000
2,850,000

00,000
9,680,000 7,000,000 8,050,000 1,500,000
3,300,000
(34,800,000)
2,500,000
(26,000,000)
7,900,000

(18,500,000)

Total

8,800,000
15,800,000
1,300,000
7,400,000
2,700,000
29,292,358
11,200,000
67,400,000
11,100,000
16,000,000
23,500,000
4,500,000
660,000
57,200,000
1,600,000
4,004,000
3,000,000
1,670,725
10,000,000

3,700,000
2,850,000
500,000
26,230,000
3,300,000
(67,400,000)
2,500,000
(57,200,000)
7,900,000
2,100,000
29,500,000
1,750,000
900,000
500,000
181,000,000
3,000,000

244,257

64,714,458

123,798,368 76,350,000 106,450,000 46,700,000

418,257,083

Included on June 2022 DOI

Prior DO! (C-18-22-196-X-00), approved June 2nd, 2022

New DOI

(277,127,083)

141,130,000

|
|

39.

RESOLUTION FOR DECLARATION OF OFFICIAL INTENT TO REIMBURSE FOR PURPOSES OF SECTIONS
103 AND 141-150 OF THE INTERNAL REVENUE CODE OF 1986

Authorize the Chairman to approve and execute the Resolution, which constitutes a Declaration of Official Intent
to Reimburse required for the issuance of tax-exempt securities to reimburse prior expenditures, related to the
construction, acquisition and equipping of County capital projects scheduled for Fiscal Years 2023-24, 2024-25,
2025-26 and 2026-27. The maximum original amount of obligations expected to be issued related to these
projecis is $418,257,083. This is in addition to the Declaration of Official Intent to Reimburse $277,127,083 of
project expenditures approved by the Board of Supervisors on June 22, 2022 (C-18-22-196-X-00). The County is
anticipating issuing tax-exempt obligations to finance capital projects in the Capital Projects Fund (Fund 444)
The maximum original amount of obligations expected to be issued is $418.257,083. Exhibit A shows the
proposed capital project expenditures by anticipated fiscal year. The County reasonably expects to reimburse the
expenditures with proceeds of a tax-exempt borrowing.

(C-18-23-126-X-00)}

{0 approve by Supervisor §

CERTIFICATES OF PARTICIPATION

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.

C-18-24-107-X-00

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, a Second Amendment to Lease-Purchase
Agreement, dated as of June 1, 2018, a Third Amendment to Lease-Purchase Agreement,
dated as of February 1, 2020 and a Fourth Amendment to Lease-Purchase Agreement,
dated as of February 1, 2022 (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, a Second
Supplement to Trust Agreement, dated as of June 1, 2018, a Third Supplement to Trust
Agreement, dated as of February 1, 2020 and a Fourth Supplement to Trust Agreement,
dated as of February 1, 2022 (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”),
Certificates of Participation, Series 2018A (the “2018A Certificates”), Certificates of
Participation, Series 2020 (the “2020 Certificates”) and Certificates of Participation,
Series 2022 (the “2022 Certificates”) for the purpose of financing and refinancing the
costs of certain capital projects of the County; and

WHEREAS, the 2018A Certificates are the only Certificates currently outstanding
under the Trust Agreement; and

11002348 15\2\

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 the
execution and delivery of Additional Certificates pursuant to the Trust Agreement, in an
aggregate principal amount not exceeding $195,000,000, 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 of the
County or their designee 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

110023484 5\2\

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;

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS
OF MARICOPA COUNTY, ARIZONA, AS FOLLOWS:

Section |. 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 or the Chief Financial Officer of the County or their designee (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 or their designee 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 or their designee 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 $195,000,000, 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

1100234815\2\

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
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 August 1,
2027, 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. 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 8. 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 9. 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.

4100234815\2\

C-18-24-107-X-00

PASSED, ADOPTED AND APPROVED, by the Board of Supervisors of
Maricopa County, Arizona, on April 10, 2024.

MARICOPA COUNTY, ARIZONA

Ci@irman, Board of Supervisors

ATTEST:

By: Amucticyar— APR 10 2024

\@lerk, Board of Shipervisors

Approved as to Form:
SQUIRE PATTON BOGGS (US) LLP,
Special Counsel

Pedro J. Miranda

(Signature Page of Resolution)
1100234815\2\

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