MCIDA SCOTTSDALE HEALTHCARE BS 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 A MASTER
LEASE AND SUBLEASE AGREEMENT WITH BANC OF
AMERICA PUBLIC CAPITAL CORP, SCOTTSDALE
HEALTHCARE HOSPITALS AND SCOTTSDALE
HEALTHCARE CORP. (EACH D/B/A HONORHEALTH),
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $95,000,000
WHEREAS, The Industrial Development Authority of the County of Maricopa (the
“Lessee”) 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 and Scottsdale Healthcare Corp. (each
d/b/a HonorHealth) (collectively, the “Sub-Lessee”), each 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 (i) the acquisition and implementation of an electronic medical records
system, including hardware, software, data conversion and interfaces at the Sub-Lessee’s
facilities, (ii) the acquisition and renovation of certain medical oncology locations including
installation of equipment and supplies for the Oncology Division, (iii) equipping of the
Observation Unit to be constructed at the Sub-Lessee’s John C. Lincoln campus, (iv) equipment
related to the renovation of the 3 West unit at Sub-Lessee’s Osborn campus, and (v) various
other capital equipment at the Sub-Lessee's facilities (collectively, the “Project”); and
WHEREAS, the Lessee proposes to provide financing (the “Financing”) to Sub-Lessee
in an amount not to exceed $95,000,000 to finance the Project pursuant to a Master Lease and
Sublease Agreement, to be dated on or around August 31, 2017, and the additional equipment
schedules, documents and exhibits attached thereto (collectively, the “Leases”), by and among
the Lessee, the Sub-Lessee and Banc of America Public Capital Corp (the “Lessor”); and
WHEREAS, on August 22, 2017, the Lessee resolved (the “Lessee’s Resolution”) to
undertake the Financing, the Lessee’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 Lessee’s Resolution has been made available to the Maricopa County
Board of Supervisors, and the Lessee’s Resolution has been duly considered this date; and
WHEREAS, the Lessee’s Resolution authorizes, among other things, the Financing, the
execution and delivery of the Leases, and related financing documents as well as such other
documents as required to consummate the Financing; and
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WHEREAS, the terms, maturities, provisions for repayment, security, and sources of
payment for the Leases are set forth in the Leases; and
WHEREAS, copies of the documents providing for the Financing have been made
available to the Maricopa County Board of Supervisors, together with the Lessee’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 Lessee
under which the Leases 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
Leases; and
WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of
Supervisors must approve the authorization, execution and delivery of the Leases after a public
hearing following reasonable public notice; and
WHEREAS, following publication of a Notice of Public Hearing in The Record
Reporter on August 4, 2017, a public hearing with respect to the Leases and the location and
nature of the Project to be financed was held by the Lessee, pursuant to Section 147(f) of the
Code, on August 22, 2017, 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 August
22, 2017, 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 authorization, execution and delivery of the
Leases 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 authorization, execution and delivery of the Leases by the Lessee in an
aggregate principal amount not to exceed $95,000,000 is approved for all purposes under the
Act, including specifically Section 35-721.B, and Section 147(f) of the Code.
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 Lessee’s Resolution in connection with the authorization,
execution and delivery of the Leases.
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ADOPTED AND APPROVED on August 23, 2017.
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
PUBLIC NOTICE IS HEREBY GIVEN that The Industrial Development Authority of the
County of Maricopa (the “Lessee”) will hold a public hearing on August 22, 2017, at 8:45 a.m.
MST, in the Maricopa County Administration Building, First Floor Lobby, 301 West Jefferson,
Phoenix, Arizona 85003, for the purpose of meeting the requirements of Section 147(f) of the
Internal Revenue Code of 1986, as amended (the “Code”), on a proposal that the Lessee enter
into a Master Lease and Sublease Agreement and several Equipment Schedules thereto, in addition
to additional documents and exhibits (collectively, the “Leases”), with Banc of America Public
Capital Corp (the “Lessor”), Scottsdale Healthcare Hospitals and Scottsdale Healthcare Corp.
(each d/b/a HonorHealth) (collectively, the “Sub-Lessee”), 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 Code, in order to finance a project pursuant to a plan of financing on behalf
of Sub-Lessee. The project to be financed or refinanced consists of (i) the acquisition and
implementation of an electronic medical records system, including hardware, software, data
conversion and interfaces at the Sub-Lessee’s facilities, and (ii) the acquisition and installation of
certain medical equipment and supplies for the Oncology Department at the Sub-Lessee’s Sonoran
campus and the Observation Unit to be constructed at the Sub-Lessee’s John C. Lincoln campus,
and such projects are located at the addresses described below (the “Project”).
The Project to be financed or refinanced for the Sub-Lessee is located at: 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,
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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 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, 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.

To finance the costs of the Project and to pay costs and expenses incidental to the financing, the
Lessee will lease the Project from the Lessor, and sublease the Project to the Sub-Lessee in the
maximum aggregate principal amount of $95,000,000 pursuant to the terms and conditions set forth
in the Leases. The Sub-Lessee will be required to pay all expenses of operating, maintaining and
insuring the Project and to pay all taxes on the Project. The lease payments due under the Leases
will be payable by the Sub-Lessee thereunder and the Sub-Lessee’s obligations under the Leases
will be secured by a first lien security interest in the Project, any moneys or investments held from
time to time in an escrow account, as applicable, and any proceeds and products related thereto, all
in accordance with the Leases.
The Leases shall be a limited special obligation of the Lessee and the lease payments payable
thereunder will be payable solely by the Sub-Lessee pursuant to the Leases, other amounts
payable under the Leases and the net proceeds of the Project. The Leases shall not constitute nor
give rise to a pecuniary liability of the Lessee, the County of Maricopa, Arizona, the State or
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
pursuant to which the Leases are authorized, executed and delivered.
This public notice is published pursuant to the requirements of Section 147(f) of the Internal
Revenue Code of 1986, as amended. Any interested persons may attend or send written
comments and make known their view with respect to the Lease 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 –
Equipment Lease.” Written submissions should be mailed in sufficient time to be received
before the time of the hearing.
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF MARICOPA