HORIZON COMMUNITY LEARNING CENTER BS RESOLUTION.DOCX
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A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF ITS EDUCATION REVENUE REFUNDING BONDS (HORIZON COMMUNITY LEARNING CENTER PROJECT), SERIES 2016, IN ONE OR MORE TAX-EXEMPT AND/OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $30,000,000 WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Issuer”) is a nonprofit corporation designated a political subdivision of the State of Arizona 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 issue revenue bonds for the purposes set forth in the Act, including the making of secured or unsecured loans for the purpose of financing or refinancing the acquisition, construction, improvement or equipping of a “project” (as defined in the Act); WHEREAS, Horizon Community Learning Center, Inc. (the “Borrower”), an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), that operates charter schools established under Arizona Revised Statutes Title 15, Chapter 1, Article 8, as amended, previously borrowed the proceeds of $32,845,000 aggregate principal amount of Education Revenue Refunding Bonds (Horizon Community Learning Center Project), Series 2005 (the “Bonds Being Refunded”), issued by The Industrial Development Authority of the County of Pima to, among other things, refund in advance of maturity all of the outstanding $29,590,000 original aggregate principal amount of Education Revenue Bonds (Horizon Community Learning Center Project), Series 2000 issued by the Issuer, which were issued to assist the Borrower in financing the costs of acquiring, constructing, renovating, improving and equipping, as applicable, land and buildings located at 16233 South 48th Street in Phoenix, Arizona (the “Facilities”), which are used by the Borrower in connection with its charter school operations; WHEREAS, the Issuer proposes to issue its Education Revenue Refunding Bonds (Horizon Community Learning Center Project), Series 2016 (the “Bonds”), in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $30,000,000, for the benefit of the Borrower; WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to (a) refinance the costs of acquiring, constructing, renovating, improving and equipping, as applicable, the Facilities by refunding the Bonds Being Refunded, (b) fund any required reserve funds, and (c) pay the costs incurred in connection with the authorization, issuance and sale of the Bonds (the “Project”). WHEREAS, on March 8, 2016, the Issuer resolved (the “Issuer’s Resolution”) to issue the Bonds, the Issuer’s Resolution being conditioned upon, among other things, the granting of approval to the issuance of the Bonds by the Maricopa County Board of Supervisors; WHEREAS, the Issuer’s Resolution has been made available to the Maricopa County Board of Supervisors, and the Issuer’s Resolution has been duly considered this date; WHEREAS, the Issuer’s Resolution authorizes, among other things, the issuance and sale of the Bonds, the execution and delivery of a Indenture, and related financing documents as well as such other documents as required for the issuance of the Bonds; WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment for the Bonds are set forth in the Indenture and in the form of the Bonds; WHEREAS, copies of the documents providing for the issuance of the Bonds have been made available to the Maricopa County Board of Supervisors, together with the Issuer’s Resolution; WHEREAS, the Maricopa County Board of Supervisors have been informed that the documents have been reviewed by competent Bond Counsel, Greenberg Traurig, LLP, and Bond Counsel has determined that the documents adequately meet the requirements of the Act and the Internal Revenue Code of 1986 (the “Code”); WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Issuer under which the Bonds are to be issued require the approval of the Maricopa County Board of Supervisors for the issuance of the Bonds; WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa County Board of Supervisors with respect to the issuance of the Bonds 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 by the Issuer of the Bonds in an aggregate principal amount not to exceed $30,000,000 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 Issuer’s Resolution in connection with the issuance of the Bonds. 2 ADOPTED AND APPROVED on March __, 2016. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors PHX 331666050v2