LETTER OF DIRECTION 11-12-21.PDF
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RYLEYCARLOCK A PROFESSIONAL CORPORATION 3200 North Central Avenue, Suite 1600 GSAPPLEWHITE Phoenix, Arizona 85012-2401 Attorneys P 602.440.4800 F 602.257.9582 Offices in Arizona, Colorado and Michigan William F, Wilder www.rcalaw.com Direct Line: 602-440-4802 Direct Fax: 602-257-6902 E-mail: wwilder@rcalaw.com November 12, 2021 HAND DELIVERED To: Maricopa County Board of Supervisors Jack Sellers, Chairman Steve Chucri Bill Gates Clint Hickman Steve Gallardo Re: Maricopa County, Arizona Pollution Control Corporation/Approval of Election of Directors Gentlemen: As I believe you are aware, we serve as legal counsel to Maricopa County, Arizona Pollution Control Corporation (the “Corporation”). The Corporation was incorporated, with the permission of the Maricopa County Board of Supervisors, in 1983 under the provisions of the Pollution Control Financing Act, Title 35, Chapter 6, Arizona Revised Statutes, as amended. I have served as legal counsel to the Corporation since its formation. Over the years, the sole business conducted by the Corporation has been to issue bonds for the benefit of Arizona Public Service Company, Southern California Edison Company, El Paso Electric Company and Public Service Company of New Mexico, to provide financing for qualified pollution control facilities at the Palo Verde Nuclear Generating Plant. In 1986, the federal income tax code was amended and revised and most pollution control facilities may no longer be financed with tax exempt bonds. It has been years since any of the outstanding bonds have been refunded (refinanced). We presently expect the Corporation to have minimal bonding activity, but it must be kept alive for the duration of the outstanding bonds. Under the provisions of A.R.S. § 35-805, the Board of Directors of the Pollution Control Corporation shall consist of not less than three or more than nine persons who are qualified electors of Maricopa County and who are not officers or employees of Maricopa County. 4857265.1 11/12/21 RYLEY CARLOCK Maricopa County, Board of Supervisors 5 = 4 a & APPLE H | : November 12, 2021 SAP eT EWS oe Page 2 Under the provisions of A.R.S. § 35-805, the Directors of the Corporation shall elect their successors, subject to the approval of the Maricopa County Board of Supervisors, as the governing body of the Corporation. The current Directors of the Corporation and their terms are set forth below: Name Term Expiring Michael F. Mitchum December 1, 2025 Robert L. Holmes December 1, 2025 Miles Charles December 1, 2025 Paul T. Gardner December 1, 2023 Charles P. Dickinson, Jr. December 1, 2021 The term of Mr. Dickinson, as a Director of the Corporation, expires on December 1, 2021. The Board of Directors of the Corporation met on November 4, 2021, and unanimously re-elected Mr. Dickinson to serve a six (6) year term as a Director of the Corporation, his new term to expire December 1, 2027. A copy of the approving Resolution of the Board of Directors of the Corporation, adopted on November 4, 2021, is enclosed herewith. As noted above, the election of Directors for the Corporation requires the approval of the Maricopa County Board of Supervisors. I have requested to be on the Board’s Agenda for the December 8, 2021 meeting, at which time we will be requesting that the Board adopt an appropriate Resolution approving the re-election of Charles P. Dickinson, Jr. as a Director of the Corporation for a six (6) year term ending December 1, 2027. Enclosed with this letter is a copy of the proposed Resolution, in the form that I am providing to Fran McCarroll. As always, I certainly hope you will let me know if or to the extent you have any questions. Yours very truly, Cy Wig YE [llbe Z WH a aaa William F. Wilder WFW:mm Enclosure ce: Ms. Juanita Garza, Clerk (w/enc.)