MARICOPA PRO 2026 - AUTHORIZING RESOLUTION UPDATED 3-17, SIGNED.PDF
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1106799238\2\ A RESOLUTION OF THE BOARD OF SUPERVISORS OF MARICOPA COUNTY, ARIZONA AUTHORIZING THE EXECUTION AND DELIVERY OF PLEDGED REVENUE OBLIGATIONS EVIDENCING A PROPORTIONATE INTEREST OF THE OWNERS THEREOF IN A PURCHASE AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AGREEMENT AND A TRUST AGREEMENT AND OTHER NECESSARY AGREEMENTS, INSTRUMENTS AND DOCUMENTS; AND AUTHORIZING OTHER ACTIONS AND MATTERS IN CONNECTION THEREWITH. C-_____________ WHEREAS, the Board of Supervisors (the “Board”) of Maricopa County, Arizona (the “County”) has determined to finance the construction of certain capital improvements of the County approved by the Board (collectively, the “Project”), by entering into a Purchase Agreement (the “Purchase Agreement”), to be entered into by the County with the trustee named thereunder (the “Trustee”); and WHEREAS, in connection with the Purchase Agreement, the Board has determined that it will be advantageous to cause the execution and delivery of pledged revenue obligations as provided for by this Resolution (collectively, the “Obligations”), in one or more series, in an aggregate principal amount not to exceed $200,500,000, evidencing proportionate interests of the owners thereof in payments to be made by the County to the Trustee pursuant to a Trust Agreement (the “Trust Agreement”), between the Trustee and the County, such payments to be made pursuant to the Purchase Agreement; WHEREAS, the payments represented by the Obligations will be secured solely by amounts received from the County under the Purchase Agreement pursuant to which the County will pledge (i) the proceeds from any amounts of revenues from fees, franchise taxes, fines, penalties or charges collected by the County or to be collected by the County, except those proceeds or proceeds of any transaction privilege taxes which by State law, rule, regulation or contractual obligation must be used for other purposes, as described or limited in the Purchase Agreement (“County-Imposed Excise Revenues”), provided, however, that the County may, if permitted by law, impose other transaction privilege taxes, the uses of revenue from which will be restricted, at the discretion of the Board and which, if so restricted, will not be deemed County- Imposed Excise Revenues, (ii) revenues from excise taxes and transaction privilege (sales) taxes imposed by the State of Arizona (the “State”) or any agency thereof and returned, allocated or apportioned to the County, except the County’s share of any such taxes which by State law, rule or regulation must be expended for other purposes (the “State Shared Sales Tax Revenues”), (iii) revenues from vehicle license taxes imposed by the State or any agency thereof and distributed for deposit to the County’s general fund pursuant to § 28-5808, Arizona Revised Statutes (“Vehicle License Tax Revenues”), and (iv) amounts remitted to the County by the U.S. Department of Interior (or any successor entity) pursuant to the federal Payment in Lieu of Taxes program (“PILT - 2 - 1106799238\2\ Revenues” and, collectively with the County-Imposed Excise Revenues, the State Shared Sales Tax Revenues and the Vehicle License Tax Revenues, the “Pledged Revenues”); and WHEREAS, the County will offer and sell each series of the Obligations either (i) directly to one or more banks or financial institutions as the Purchaser of the Obligations (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 Obligations 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 Obligations will be sold pursuant to one or more Obligation Purchase Contracts (collectively, the “Purchase Contract”) between the County and the Purchaser or the Underwriter, as applicable; and WHEREAS, in connection with the execution and delivery of the Obligations, 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 Obligations, as evidenced in one or more continuing disclosure undertakings of the County (the “Continuing Disclosure Undertaking”); and WHEREAS, the County has the power and authority to enter into and deliver the Purchase Agreement, the Trust Agreement, a Purchase Contract, a 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 Obligations in order to secure the financial advantages for the County; and WHEREAS, it is hereby found and determined that the financing of the costs of the Project pursuant to the Purchase Agreement are advantageous to the County and in furtherance of the purposes of the County and in the public interest; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF MARICOPA COUNTY, ARIZONA, AS FOLLOWS: Section 1. The execution and delivery of Obligations in one or more series under the Trust Agreement for any of the following purposes, is hereby approved (a) financing the costs of the Project, and (b) funding any amount required for paying costs associated with the execution and delivery of such Obligations. Section 2. The Chair, Vice Chair or Acting Chair of this Board, the County Manager or the Chief Financial Officer (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 - 3 - 1106799238\2\ 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 Obligations intended by the County to be executed and delivered bearing tax-exempt interest or otherwise required by the related Purchase Contract. Section 4. The County anticipates receiving proposals from the Purchaser and/or the Underwriter for the purchase of the Obligations. 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 Obligations 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 Obligations or the investment banking firms that will serve as Underwriter of the Obligations. Section 5. The execution, sale and delivery of Obligations, which in the aggregate will not exceed $200,500,000, plus any amount approved by an Authorized Officer as being necessary pay the costs associated with the execution and delivery of the Obligations, bearing interest at the rate or rates per annum not to exceed a true interest cost of 5.50% 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 Contract, the Purchase Agreement and the Trust Agreement (as executed and delivered) and consistent with this Resolution, are in all respects approved. Each series of Obligations shall mature over a period ending not later than five (5) years from their execution and delivery, may be subject to mandatory or optional redemption prior to maturity, if any, and shall have such other terms, all as provided in the related Purchase Contract, Trust Agreement and Purchase Agreement (as executed and delivered). Section 6. If the Obligations are the subject of an underwritten offering, the distribution of a Preliminary Official Statement by the Underwriter with respect to each series of Obligations 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 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 - 4 - 1106799238\2\ transactions described in or contemplated by the related Official Statement, Purchase Contract, 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 the Obligations shall immediately be applied as provided in the related Trust Agreement. 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.