SANTA CRUZ VALLEY REGIONAL HOSPITAL - BOS RESOLUTION.PDF

A RESOLUTION OF THE MARICOPA COUNTY BOARD
OF SUPERVISORS APPROVING THE FINANCING AND
REFINANCING BY THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA
RELATING TO THE ISSUANCE AND SALE OF
HOSPITAL REVENUE BONDS (SANTA CRUZ VALLEY
REGIONAL HOSPITAL PROJECT), TAXABLE SERIES
2021, IN ONE OR MORE SERIES, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $85,000,000 AND
RELATED MATTERS
WHEREAS, The Industrial Development Authority of the County of Maricopa (the
“Authority”) is a nonprofit corporation designated a political subdivision of the State of Arizona
(the “State”) incorporated with the approval of the County of Maricopa, empowered under the
Industrial Development Financing Act, A.R.S. §35-701, et seq. (the “Act”), to acquire, whether
by purchase, exchange, gift, lease or otherwise establish, construct, improve, maintain, equip and
furnish one or more “projects” (as defined in the Act); and
WHEREAS, SCVRH LLC (the “Borrower”), a duly organized and validly existing
Arizona limited liability company which owns and operates Santa Cruz Valley Regional Hospital
as a regional acute care hospital serving Green Valley and surrounding communities, desires to
finance or refinance a project consisting generally of the: (a) financing and/or refinancing all or a
portion of the costs of acquiring, constructing, improving, equipping and/or operating, as
applicable certain of its facilities; (b) establishing any required reserves, including a debt service
reserve fund for the benefit of the Bonds; (c) paying capitalized interest, if any, and (d) paying
certain costs of issuance relating to the Bonds (collectively, the “Project”); and
WHEREAS, the Authority proposes to provide financing (the “Financing”) to Borrower
through the issuance of its Hospital Revenue Bonds (Santa Cruz Valley Regional Hospital
Project), Taxable Series 2021 (the “Bonds”), in an aggregate amount not to exceed $85,000,000
pursuant to an indenture of trust, to be dated as of the first day of the month in which the Bonds
are issued (the “Indenture”), between the Issuer and the trustee named therein (the “Bond
Trustee”); and
WHEREAS, the proceeds of the Bonds will be used to make one or more loans
(collectively, the “Loan”) to the Borrower pursuant to a loan agreement, to be dated as of the
first day of the month in which the Bonds are issued (the “Loan Agreement”), between the Issuer
and the Borrower, to pay all or a portion of the costs of the Project; and
WHEREAS, on March 9, 2021, the Authority resolved (the “Authority’s Resolution”) to
undertake the Financing, the Authority’s Resolution being conditioned upon, among other things,
the granting of approval of the Financing by the Maricopa County Board of Supervisors; and
WHEREAS, the Authority’s Resolution has been made available to the Maricopa
County Board of Supervisors, and the Authority’s Resolution has been duly considered this date;
and
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WHEREAS, the Authority’s Resolution authorizes, among other things, the Financing,
the execution and delivery of the Bonds, the Indenture, the Loan Agreement, and related
financing documents as well as such other documents as required to consummate the Financing
(collectively, the “Financing Documents”); and
WHEREAS, the terms, maturities, provisions for repayment, security, and sources of
payment for the Bonds are set forth in the Indenture and Loan Agreement; and
WHEREAS, copies of the Financing Documents have been made available to the
Maricopa County Board of Supervisors, together with the Authority’s Resolution; and
WHEREAS, the Maricopa County Board of Supervisors have been informed that the
documents have been reviewed by competent Bond Counsel, Squire Patton Boggs (US) LLP,
and Bond Counsel has determined that the documents adequately meet the requirements of the
Act; and
WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Authority
under which the issuance of the Bonds and the Financing Documents are to be authorized,
executed and delivered require the approval of the Maricopa County Board of Supervisors for the
authorization, execution and delivery of the Financing Documents; and
WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa
County Board of Supervisors with respect to the approval of the Financing and authorization,
execution and delivery of the Financing Documents pursuant to Section 35-721.B of the Act;
NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY
BOARD OF SUPERVISORS, as follows:
1. The issuance of the Bonds by the Authority in an aggregate principal amount not
to exceed $85,000,000 and authorization, execution and delivery of the Financing Documents is
approved for all purposes under the Act, including specifically Section 35-721.B.
2. The appropriate officers of the Maricopa County Board of Supervisors are hereby
authorized and directed to do all such things to execute and deliver all such documents on behalf
of the Maricopa County Board of Supervisors as may be necessary or desirable to effectuate the
intent of this Resolution and the Authority’s Resolution in connection with the Financing and the
authorization, execution and delivery of the Financing Documents.
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ADOPTED AND APPROVED on ______________, 2021.
Chairman, Maricopa County Board of Supervisors
ATTEST:
Clerk, Maricopa County Board of Supervisors
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