MARICOPA PRO TAXABLE 2024 - AUTHORIZING RESOLUTION.PDF

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
NOTICE TO THE PUBLIC OF THE LEASE AND LEASE-
PURCHASE OF THE PROPERTY AND PROVIDING FOR THE
AWARD THEREOF TO THE HIGHEST RESPONSIBLE BIDDER;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
GROUND LEASE, A LEASE-PURCHASE AGREEMENT AND A
TRUST AGREEMENT AND OTHER NECESSARY AGREEMENTS,
INSTRUMENTS AND DOCUMENTS; APPROVING THE
EXECUTION AND DELIVERY OF PLEDGED REVENUE
OBLIGATIONS TO PROVIDE THE NECESSARY FINANCING
THEREFOR, WITH LEASE PAYMENTS BY THE COUNTY TO BE
MADE SOLELY FROM CERTAIN PLEDGED REVENUES
IMPOSED OR RECEIVED BY THE COUNTY; 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 fund a portion of the County’s unfunded liabilities (the “Funding”)
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 (the “Project”):
and

WHEREAS, the County, upon due investigation and consideration deems it advantageous
and necessary in order finance the Project to lease at public auction and to lease-purchase back
certain land, buildings, structures and improvements comprised of Maricopa County Security
Center Building located at or proximate to 222 North Central Avenue, Phoenix, Arizona (the
Facilities”); and

WHEREAS, the County is authorized to lease, at public auction, after notice to the public,
County property pursuant to Arizona Revised Statutes § 11-256 and, in accordance with applicable

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law, will request bids for the lease of the Facilities, all as more fully described in the legal notice
requesting such bids (the “Request for Bids”); and

WHEREAS, upon receipt of sealed bid proposals and following the public auction, the
County intends that the Facilities be leased and awarded to the bidder which submits the highest
bid as determined by the requirements of and responsive to the Request for Bids (the “Successful
Bidder”); and

WHEREAS, the County intends to lease-purchase back the Facilities through a lease-

purchase agreement executed and delivered pursuant to Arizona Revised Statutes § 11-251(46):
and

WHEREAS, it is presently anticipated that (a) any Successful Bidder of the Facilities will
finance its bid through the execution and delivery of pledged revenue obligations (the
“Obligations”), evidencing and representing proportionate interests of the owners thereof in lease
payments (the “Lease Payments”) to be made by the County pursuant to a lease-purchase
agreement (the “Lease Agreement”) between the County, as lessee, and a Trustee (defined below),
as lessor, and to approve and execute all required legal documents in connection with such
financing, including, without limitation, a ground lease (the “Ground Lease”) between the County
and the Trustee, as lessee, relating to the Facilities; and

WHEREAS, the Obligations will be secured solely by Lease Payments received from the
County under the Lease 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 Lease 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 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, it is also presently anticipated that the Obligations will be executed, delivered
and paid in accordance with the terms of a Trust Agreement (the “Trust Agreement”), between the
County and a corporate trustee specified by the Successful Bidder and approved by the Chief
Financial Officer of the County (the “Chief Financial Officer”), as trustee thereunder (the
“Trustee”), in connection with the Obligations; and

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WHEREAS, the Obligations may 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 sold, in a principal amount not exceeding the
principal amount specified in the bid of the Successful Bidder, which sale may be accomplished
pursuant to an Obligation Purchase Agreement (the “Purchase Agreement”) between the County
and the purchaser of such Obligations specified by the Successful Bidder (the “Original
Purchaser”) and on terms determined by the Chief Financial Officer to be the most advantageous
to the County; and

WHEREAS, if the Obligations are sold by the County pursuant to a Preliminary Official
Statement, 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 from the County
(the “Continuing Disclosure Undertaking”); and

WHEREAS, the County has the power and authority to enter into and deliver the Lease
Agreement, the Ground Lease, the Trust Agreement, a Purchase Agreement, if necessary, a
Continuing Disclosure Undertaking, if necessary, 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 lease and lease-purchase back of
all or a portion of the Facilities pursuant to the Request for Bids 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 Board hereby directs, approves and authorizes the lease and lease-
purchase back of all ora portion of the Facilities pursuant to the Request for Bids and in accordance
with the requirements of all applicable laws. The County Manager of the County (the “County
Manager”), the Chief Financial Officer and all other appropriate officers and employees of the
County are hereby authorized and directed to prepare the form of the Request for Bids. The
publication and advertisement of such lease in accordance with the applicable law and the taking
of all necessary steps to effectuate such lease in accordance with the applicable law is hereby
authorized, approved, ratified, and confirmed in all respects.

Section 2. Upon the receipt of sealed bid proposals at the date, time and place
prescribed by the Request for Bids, whether continued, postponed or rescheduled, and following
the public auction and the consideration of bids received and the recommendation of the Chief
Financial Officer, the lease of the Facilities described in the Request for Bids will be awarded to
the Successful Bidder by this Board acting through its Chairman on behalf of the County to the

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highest bid as determined by the requirements of and responsive to the Request for Bids, unless
all bids are rejected.

Section 3. The Chairman, Vice Chairman or Acting Chairman 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 forms as shall be reviewed by counsel to the County and approved by the Authorized Officer
executing the same.

Section 4. From and afier 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 any document required by a Purchase Agreement, if necessary.

Section 5. The execution, sale and delivery of Obligations, which in the aggregate will
not exceed the principal amount specified in the bid of the Successful Bidder, plus any amount
approved by an Authorized Officer as being necessary to fund a debt service reserve fund and to
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 7.00% per annum, and having the other
terms and conditions to be provided in a Purchase Agreement, if any, and the Trust Agreement (as
executed and delivered) and consistent with this Resolution, are in all respects approved. The
Obligations shall be sold and awarded to the Original Purchaser at a price of not less than 98% of
par (excluding any original issue discount), The 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, and shall have such other terms, all as provided in the Trust
Agreement and Purchase Agreement, if any (as executed and delivered). The Obligations shall be
executed and delivered for any or all of the following purposes: (a) financing or reimbursing all or
a portion of the County’s unfunded liabilities with respect to the PSPRS and the 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) paying the costs associated with the execution and delivery of such
Obligations.

Section 6. If the Obligations are sold pursuant to a Preliminary Official Statement, the
distribution of the Preliminary Official Statement by the Original Purchaser 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 Original Purchaser, and to execute and deliver instruments confirming

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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 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, if any, the
Purchase Agreement, if any, the Lease Agreement, the Ground Lease or the 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.

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PASSED, ADOPTED, AND APPROVED by the Board of Supervisors of Maricopa
County, Arizona, on June 12, 2024.

By:

Chairman,
Board of Supervisors

ATTEST:

Clerk, Board of Supervisors

APPROVED AS TO FORM:

SQUIRE PATTON BOGGS (US), LLP
Special Counsel

Pedro J. Miranda

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