SCOTTSDALE HEALTHCARE - HONORHEALTH - SUPERVISOR RESOLUTION.DOCX

A RESOLUTION OF THE MARICOPA COUNTY BOARD
OF SUPERVISORS APPROVING THE FINANCING BY
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF MARICOPA RELATING TO THE
ISSUANCE AND SALE OF HOSPITAL REVENUE BONDS
(HONORHEALTH PROJECT) SERIES 2018 IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$335,000,000 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, Scottsdale Healthcare Hospitals (d/b/a HonorHealth) (the “Borrower”), a
nonprofit corporation exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”), desires to finance or refinance a project consisting generally of:
(a) refinancing certain obligations of HonorHealth previously incurred to finance the acquisition
and/or operation of health care facilities owned and/or operated by HonorHealth; (b) financing
and/or reimbursing the Borrower for costs related to certain capital projects of the Borrower;
(c) funding any necessary reserve funds; and (d) paying the costs of issuance of 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 (HonorHealth Project), Series 2018 (the
“Bonds”), in one or more tax-exempt and/or taxable series, in a public offering and/or direct
placement, in an aggregate amount not to exceed $335,000,000 pursuant to one or more bond
indentures, each to be dated as of the first day of the month in which the Bonds are issued
(collectively, the “Bond Indenture”), each 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 one or more loan agreements, each to be
dated as of the first day of the month in which the Bonds are issued (collectively, the “Loan
Agreement”), each between the Issuer and the Borrower, to pay all or a portion of the costs of the
Project; and
WHEREAS, on November 13, 2018, 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 Bond 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, Ballard Spahr LLP, and Bond
Counsel has determined that the documents adequately meet the requirements of the Act and the
Code; 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, pursuant to Section 147(f) of the Code, the Maricopa County Board of
Supervisors must approve the Financing and the authorization, execution and delivery of the
Financing Documents after a public hearing following reasonable public notice; and
WHEREAS, following publication of a Notice of Public Hearing in The Record
Reporter on October 29, 2018, a public hearing with respect to the Financing and the location
and nature of the Project to be financed was held by the Authority, pursuant to Section 147(f) of
the Code, on November 13, 2018, at the Maricopa County Administration Building, First Floor
Lobby, 301 West Jefferson, Phoenix, Arizona 85003, a copy of the Notice of Public Hearing is
attached hereto and made a part of this Resolution; and
WHEREAS, a Report of Public Hearing regarding the Public Hearing held on
November 13, 2018 has been presented to and considered by the Maricopa County Board of
Supervisors; 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 (a) Section 35-721.B of the Act,
and (b) Section 147(f) of the Code;
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 $335,000,000 and authorization, execution and delivery of the Financing Documents is
approved for all purposes under the Act, including specifically Section 35-721.B, and Section
147(f) of the Code.
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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.
ADOPTED AND APPROVED on November 28, 2018.
Chairman, Maricopa County Board of Supervisors
ATTEST:
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
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NOTICE OF PUBLIC HEARING
Notice is hereby given that a public hearing will be held by an authorized representative
of The Industrial Development Authority of the County of Maricopa (the “Issuer”) on
November 13, 2018, at 9:00 a.m., MDT, in the Maricopa County Administration Building, First
Floor Lobby (before passing through building security), 301 West Jefferson, Phoenix, Arizona
85003, regarding the issuance by the Issuer of one or more series of its tax-exempt and/or taxable
Hospital Revenue Bonds (Scottsdale Healthcare Hospitals), Series 2018 in an aggregate amount
not to exceed $335,000,000 (the “Bonds”) at the request of, and for the benefit of, Scottsdale
Healthcare Hospitals and Scottsdale Healthcare Corp. (each d/b/a HonorHealth) (collectively, the
“Borrower”), each a nonprofit corporation organized and existing under the laws of the State of
Arizona and an organization described in Section 501(c)(3) of Internal Revenue Code of 1986, as
amended (the “Code”).
The Bonds are expected to be qualified 501(c)(3) bonds as such term is defined in
Section 145 of the Code. The proceeds of the Bonds will be used to make a loan to the Borrower
for (a) the financing (including through reimbursement) of a portion of the planning, design,
acquisition, construction, renovation and/or equipping of projects in the Borrower’s capital
budget including, without limitation, (i) an approximately 153,600 square foot hospital facility,
the HonorHealth Sonoran Medical Center, located at 33400 N. 32nd Avenue, Phoenix, AZ at the
intersection of Interstate 17 and Dove Valley Road, (ii) Nurse Call System replacement,
(iii) private room conversion at HonorHealth Scottsdale Osborn Medical Center, generally
located at 7400 East Osborn Road, Scottsdale, AZ (the “Osborn Campus”), (iv) Interventional
Radiology Suites replacement at HonorHealth Scottsdale Osborn Medical Center on the Osborn
Campus and HonorHealth Scottsdale Shea Medical Center, generally located at 9003 East Shea
Boulevard, Scottsdale, AZ (the “Shea Campus”), (v) ICU refurbishment at HonorHealth
Scottsdale Shea Medical Center at the Shea Campus, (vi) Telemetry Monitoring System
replacement, (vii) the acquisition and implementation of an electronic medical records system,
including hardware, software, data conversion and interfaces at the Borrower’s facilities, (viii)
the acquisition and renovation of certain medical oncology locations including installation of
equipment and supplies for the Borrower’s Oncology Division, and (ix) equipping of the
Observation Unit to be constructed at the HonorHealth John C. Lincoln Medical Center,
generally located at 250 East Dunlap Avenue, Phoenix, AZ (the “JCL Campus”) (collectively,
the “New Projects”); (b) the refinancing of The Industrial Development Authority of the City of
Scottsdale, Arizona Hospital Revenue Refunding Bonds (Scottsdale Healthcare), Series 2008A,
the proceeds of which were used to finance or refinance existing facilities at the Borrower’s
Osborn Campus, Shea Campus (including the Virginia G. Piper Cancer Center at 10460 N. 92nd
St., Scottsdale, AZ, and the Research Institute at 10510 N. 92nd St., Scottsdale, AZ),
HonorHealth Scottsdale Thompson Peak Medical Center, generally located at 7400 E. Thompson
Peak Pkwy., Scottsdale, AZ and at the HonorHealth Greenbaum Specialty Surgical Hospital,
generally located at 3535 N. Scottsdale Rd, Scottsdale, AZ (the “2008A Projects”); (c) the
refinancing of a portion of the Borrower’s taxable term loan dated December 16, 2014, the
proceeds of which were used to refinance existing facilities of the Borrower located at the
HonorHealth Deer Valley Medical Center, generally located at 19829 N. 27th Avenue, Phoenix,
AZ and the HonorHealth John C. Lincoln Medical Center on the JCL Campus (the “2014
Projects”, and collectively with the 2008A Projects and the New Projects, the “Projects”); (d) to
fund required reserve funds, if any, and (e) to pay costs and expenses incurred in connection with
the issuance of the Bonds.
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The Borrower is expected to be the initial owner and operator of the Projects.
The Projects will be located at one or more of the following addresses: 10028 N. 92nd
Street, Scottsdale, AZ 85258; 10090 N. 92nd Street, Scottsdale, AZ 85258; 10101 N. 92nd
Street, Ste 101, Scottsdale, AZ 85258; 10200 N. 92nd Street, Ste 100, 102, 140, Scottsdale AZ
85258; 10210 N. 92 Street, Ste 101, 202, 207, 306, Scottsdale, AZ 85258; 10230 W. Happy
Valley Pkwy, Ste 100, 201, 202, Peoria, AZ 85383; 10250 N. 92nd Street, Ste 208, 303, 304,
Scottsdale, AZ 85258; 10277 N. 92nd Street, Ste 101, Scottsdale, AZ 85258; 10290 N. 92nd
Street, Scottsdale AZ 85258; 10301 N. 92nd Street, Ste B201, Scottsdale, AZ 85258; 10320 W.
McDowell Road, Ste 9030, Bldg H, Avondale, AZ 85392; 10419 E. McDowell Mountain Ranch
Road, Ste A100 and A110, Scottsdale, AZ 85255; 10460 N. 92nd Street, Ste 101, 401, 402 and
404, Scottsdale, AZ 85258; 10510 N. 92nd Street, Ste 200-300, Scottsdale, AZ 85258; 10611 N.
Hayden Road, Ste D102, Scottsdale, AZ 85260; 10800 N. 115th Avenue, #94, Youngtown, AZ
85363; 10900 N. Scottsdale Road, Ste 603, 604, 605, Scottsdale, AZ 85254; 1110 S. Dobson
Road, Ste C-110, Chandler, AZ 85224; 11130 E. Cholla Street, Scottsdale, AZ 85224; 1124 E.
McKellips Road, Ste 110, Mesa, AZ 85203; 1300 N. 48th Street, Phoenix, AZ 85008; 13617 N.
55th Avenue, Glendale, AZ 85304; 13843 N. Tatum Blvd, Suite 1A, Phoenix, AZ 85032; 14674
W. Mountain View Blvd, Suite 104, 105, Surprise, AZ 85374; 1515 E. Bethany Home Road,
Suite 120, Phoenix, AZ 84014; 15833 N. 29th Street, Phoenix, AZ 85032; 16222 N. 59th
Avenue, Suite B145, Glendale, AZ 85306; 1626 S. Priest Drive, Suite 104, Tempe, AZ 85281;
1668 W. Glendale Avenue, Suite 308, Phoenix, AZ 85021; 16838 N. Scottsdale Road, #152A,
Fountain Hills, AZ 85268; 1761 E. Warner Road, B-5, Shops A, Tempe, AZ 85284; 18404 N.
Tatum Blvd, Ste 101, 102, 103, 201, 202, 203, 205, 206, Phoenix, AZ 85032; 1845 E. Broadway
Road, Ste 116, 119, Tempe, AZ 85281; 19602 N. 23rd Avenue, Phoenix, AZ 85027; 19636 N.
27th Avenue, Ste LL1, LL2, LL3, LL4, LL5, LL6, 208, 303, 306, 308, 408, Phoenix, AZ 85027;
19646 N. 27th Avenue, Suite 101, 201, 204, 205, 301, 307, 402, Phoenix, AZ 85027; 19829 N.
27th Avenue, Phoenix, AZ 85027; 19841 N. 27th Avenue, Suite 100, 101, 102, 200, 201, 204,
300A, 301, 303, 304, 403, 404, Phoenix, AZ 85027; 20201 N. Scottsdale Healthcare Drive, Ste
100, 130, 135, 240, Scottsdale, AZ 85255; 20330 N. Cave Creek Road, Ste 160, Phoenix, AZ
85024; 20401 N. 73rd Street, Ste 100, 104, 135, 145, 155, 160, 175, 210, 255, Scottsdale, AZ
85255; 21681 N. 77th Avenue, Ste 1405, 1410, 1435, 1440, Peoria, AZ 85383; 21803 N.
Scottsdale Road, Ste 110, Scottsdale, AZ 85255; 2330 N. 75th Avenue, Ste 105, 113, Phoenix,
AZ 85035; 250 E. Dunlap Avenue, Phoenix, AZ 85020; 2500 W. Utopia Road, Phoenix, AZ
85027; 2502 W. Utopia Road, Phoenix, AZ 85027; 2530 E. Southern Avenue, Mesa, AZ 85204;
26224 N. Tatum Boulevard, Ste 5, 7, 9, Phoenix, AZ 85050; 303 E. Eva Street, Phoenix, AZ
85020; 3134 N. Civic Center Plaza, Scottsdale, AZ 85251; 3225 W. Calavar Road, Phoenix, AZ
85053; 324 E. Caron Street, Phoenix AZ 85020; 3311 N. 44th Street, Phoenix, AZ 85018; 3330
N. 2nd Street, Ste 500, Phoenix, AZ 85012; 333 N. 44th Street, Phoenix, AZ 85018; 33423 N.
32nd Avenue, Phoenix, AZ 85085; 336 E. Caron Street, Phoenix, AZ 85020; 336 E. Dunlap
Avenue, Phoenix, AZ 85020; 34525 N. Scottsdale Road, Scottsdale, AZ 85266; 34975 N. Valley
Parkway, Ste 100, Phoenix, AZ 85086; 3510 N. Scottsdale Road, Ste 1336, 222, 231, 300, 320,
330, 342, 346, Scottsdale, AZ 85251; 35535 N. Scottsdale Road, Scottsdale, AZ 85251; 3604 N.
Wells Fargo Avenue, Suite A, J., L, Scottsdale, AZ 85251; 3621 N. Wells Fargo Avenue,
Scottsdale, AZ 85251; 3624 N. Wells Fargo Avenue, Scottsdale, AZ 85251; 3634 N. Drinkwater
Boulevard, Scottsdale, AZ 85251; 3645 S. Rome Street, Ste 209, Gilbert, AZ 85297; 3648 W.
Anthem Way Boulevard, Ste A100, Anthem, AZ 85086; 3654 W. Anthem Way, Suite B102,
Anthem, AZ 85086; 3721 N. Scottsdale Road, Scottsdale, AZ 85251; 3815 E. Bell Road, Ste
3200, Phoenix, AZ 85032; 4131 N. 24th Street, Ste B102, Phoenix, AZ 85016; 41810 N. Venture
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Drive, Ste E160, Phoenix, AZ 85086; 450 E. Rio Salado Parkway, Bldg C, Tempe, AZ 85281;
4712 E. Dynamite Boulevard, Cave Creek, AZ 85331; 4840 E. Indian School Road, Ste 100,
101, Phoenix, AZ 85018; 50 E. Dunlap Avenue, Ste 101, 102, 103, 105, 200, Phoenix, AZ
85020; 5010 E. Shea Boulevard, Ste D100, Scottsdale, AZ 85254; 5111 N. Scottsdale Road, Ste
143, 150, 275, Scottsdale, AZ 85250; 5225 N. Scottsdale Road, Ste 100, 101, 102, Scottsdale,
AZ 85251; 5333 N. 7th Street, Ste B305, Phoenix, AZ 85014; 5425 E. Bell Road, Ste 125, 145,
Scottsdale, AZ 85254; 5750 W. Thunderbird Road, Ste C300, Glendale, AZ 85306; 6206 W.
Bell Road, Ste 500, Glendale, AZ 85308; 6220 W. Bell Road, Ste 100, 110, 120, 130, 140,
Glendale, AZ 85308; 6320 W. Union Hills Drive, Ste 2200, 2300, 2500B, Glendale, AZ 85308;
6677 W. Thunderbird Road, Ste A124, Glendale, AZ 85306; 7300 E. 4th Street, Scottsdale, AZ
85251; 7301 E. 2nd Street, Ste 90, 210, 300N, 300S, Scottsdale, AZ 85251; 7301 E. 4th Street,
Scottsdale, AZ 85251; 7337 E. 2nd Street, Scottsdale, AZ 85251; 7351 E. Osborn Road, Ste 100,
200B, 200C, Scottsdale, AZ 85251; 7400 E. Osborn Road, Scottsdale, AZ 85251; 750 E.
Thunderbird Road, Ste 1, 2, 3, 4, Phoenix, AZ 85022; 8125 N. Hayden Road, Scottsdale, AZ
85258; 8283 N. Hayden Road, Ste 135, 178, 195, 200, 220, 225, 275, Scottsdale, AZ 85258;
8435 E. Baseline Road, Bldg C, Bldg D (Partial), Mesa, AZ 85209; 8901 E. Mountain View
Road, Ste 130, Scottsdale, AZ 85258; 9 E. Mission Lane, Phoenix, AZ 85020; 9003 E. Shea
Boulevard, Scottsdale, AZ 85260; 9007 E. Shea Boulevard, Scottsdale, AZ 85258; 9055 E. Del
Camino, Ste 100, Scottsdale, AZ 85258; 9100 N. 2nd Street, Ste 101, 121, 301, Phoenix, AZ
85020; 9109 N. Central Avenue, Phoenix, AZ 85020; 9191 W. Thunderbird Road, Ste D105,
Peoria, AZ 85381; 9201 E. Mountain View Road, Ste 105, 110, 115, Scottsdale, AZ 85258; 9201
N. 5th Street, Phoenix, AZ 85020; 9202 N. 2nd Street, Phoenix, AZ 85020; 9225 N. 3rd Street,
Ste 103, Phoenix, AZ 85020; 9229 N. 4th Street, Phoenix, AZ 85020; 9250 N. 3rd Street, Ste
1001, 1002, 1003, 1004, 2000, 2004, 2005, 2030, 3010, Phoenix, AZ 85020-2425; and 9327 N.
3rd Street, Ste 100, 300, 306, Phoenix, AZ 85020.
The Bonds will be limited obligations of the Issuer payable solely from revenues,
receipts, and security pledged to their payment. The principal of, premium (if any), and interest
on the Bonds will not constitute an indebtedness or liability of the Issuer, the County of
Maricopa, Arizona, the State of Arizona, or any political subdivision of the State of Arizona, or a
charge against its general credit or taxing powers, but shall be payable solely from the sources
provided for in the proceedings for the issuance of the Bonds. The Issuer has no taxing power.
This public notice is published pursuant to the requirements of Section 147(f) of the
Code. Any interested persons may attend or send written comments and make known their view
with respect to the Bonds and the location and nature of the Project to be financed. Any written
comments should be submitted to The Industrial Development Authority of the County of
Maricopa c/o Maricopa County, 10th Floor, 301 West Jefferson, Phoenix, Arizona 85003,
Attention: President, and clearly marked “HonorHealth – 2018 Bonds.” Written submissions
should be mailed in sufficient time to be received before the time of the hearing.
This Notice is dated October 29, 2018.
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
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