MARICOPA TAXABLE COPS 2022A - AUTHORIZING RESOLUTION, APPROVED AS TO FORM.DOC
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PENSION TAXABLE CERTIFICATES OF PARTICIPATION 010-9328-0375/3 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 ALL OR A PORTION OF THE COUNTY’S UNFUNDED LIABILITIES WITH RESPECT TO THE ARIZONA PUBLIC SAFETY PERSONNEL RETIREMENT SYSTEM AND THE CORRECTIONAL OFFICERS RETIREMENT PLAN OR, TO THE EXTENT NOT SO USED, TO FINANCE OTHER PROJECTS OR TO PAY OTHER EXPENSES OF THE COUNTY APPROVED BY THE BOARD AND TO PAY COSTS OF DELIVERY; 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-_____________ BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF MARICOPA COUNTY, ARIZONA, AS FOLLOWS: Section 1. (a) 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 Trust Company, National Association, as successor in interest to 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. (b) 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, 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 2 010-9328-0375/3 (the “2022 Certificates”) for the purpose of financing and refinancing the costs of certain projects of the County. (c) The 2016 Certificates, the 2018A Certificates, the 2020 Certificates and the 2022 Certificates (collectively, the “Outstanding Certificates”) are the only Certificates currently outstanding under the Trust Agreement. (d) 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. (e) 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 $80,000,000, 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) to fund a portion of the County’s unfunded liabilities with respect to the Arizona Public Safety Personnel Retirement System (“PSPRS”) and the Correctional Officers Retirement Plan (“CORP”) or, to the extent not so used, to acquire, construct or improve other projects or to pay expenses of the County approved by the Board, and (b) to pay the costs associated with the execution and delivery of such Additional Certificates, and to restructure the Lease Payments under the Lease- Purchase Agreement. (f) In connection with the execution and delivery of the Additional 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”). (g) Upon execution and delivery of each series of Additional Certificates, all the conditions for the execution and delivery of Additional Certificates under the Trust Agreement will have been met for such series. (h) The County will offer and sell each series of the Additional Certificates either (i) directly to one or more banks or financial institutions as the Purchaser of the Additional 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. (i) The Additional Certificates of each series, if sold through an underwritten offering to the Underwriter, will be offered for sale pursuant to a Preliminary Official Statement 3 010-9328-0375/3 (the “Preliminary Official Statement”) which, with conforming changes, will become the Official Statement (the “Official Statement”). (j) The Additional Certificates may 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. (k) In connection with the execution and delivery of the Additional 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 Additional Certificates, as evidenced in a continuing disclosure undertaking of the County (the “Continuing Disclosure Undertaking”). (l) In connection with the execution and delivery of the Additional Certificates, it may be necessary or desirable to enter into one or more depository trust agreements or supplements to the Trust Agreement, between the County and the Trustee (collectively, “Depository Trust Agreements”), providing for the payment and defeasance of certain Outstanding Certificates. (m) 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, the Depository Trust Agreements 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 Additional Certificates in order to secure the financial advantages for the County. Section 2. The execution and delivery of Additional Certificates in one or more series under the Trust Agreement for any of the following purposes, is hereby approved: (a) to fund a portion of the County’s unfunded liabilities with respect to the PSPRS and CORP or, to the extent not so used, to acquire, construct or improve other projects or to pay expenses of the County approved by the Board, and (b) to pay the costs associated with the execution and delivery of such Additional Certificates, and to restructure the Lease Payments under the Lease- Purchase Agreement. Section 3. 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 4. 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. 4 010-9328-0375/3 Section 5. The County anticipates receiving proposals from the Purchaser and/or the Underwriter for the purchase of the Additional 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 Additional 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 Additional Certificates or the investment banking firms that will serve as Underwriter of the Additional Certificates. Section 6. The execution, sale and delivery of Additional Certificates, which in the aggregate with not exceed the principal amount of $80,000,000, plus any amount approved by an Authorized Officer as being necessary to pay the costs associated with the execution and delivery of such Additional Certificates, bearing interest at the rate or rates per annum not to exceed a true interest cost of 5.00% per annum, 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 Additional 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 Additional Certificates shall mature over a period ending not later than August 1, 2024, 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 Additional Certificates are the subject of an underwritten offering, the distribution of the Preliminary Official Statement by the Underwriter with respect to each series of Additional 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 8. 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 9. The proceeds received by the Trustee from the sale of each series of Additional Certificates shall immediately be applied as provided in the related Trust Supplement. In connection with the execution and delivery of the Additional Certificates principal of and interest on any Outstanding Certificates may be paid or defeased as provided in the Depository Trust Agreements, as executed and delivered. 5 010-9328-0375/3 Section 10. 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. (Signature Page of Resolution) 010-9328-0375 PASSED, ADOPTED AND APPROVED, by the Board of Supervisors of Maricopa County, Arizona, on _________, 2022. MARICOPA COUNTY, ARIZONA By: Chairman, Board of Supervisors ATTEST: By: Clerk, Board of Supervisors APPROVED AS TO FORM: SQUIRE PATTON BOGGS (US), LLP Special Counsel By: Timothy E. Pickrell