RESOLUTION.PDF

RESOLUTION
RESOLUTION OF THE BOARD OF SUPERVISORS OF
MARICOPA COUNTY, ARIZONA APPROVING THE
ISSUANCE BY THE PUBLIC FINANCE AUTHORITY,
WISCONSIN OF NOT TO EXCEED $39,261,000 PRINCIPAL
AMOUNT OF ITS CHARTER SCHOOL REVENUE BONDS,
AT THE REQUEST OF VERTEX NON-PROFIT
ORGANIZATION
WHEREAS, the Public Finance Authority, Wisconsin (the “Authority”) proposes
to issue its Charter School Revenue Bonds at the request of Vertex Non-Profit Organization, a
Utah not-for-profit corporation (“Vertex” or the “Borrower”), in a principal amount not to
exceed $39,261,000 (the “Bonds”) and to loan the proceeds from the sale of the Bonds to Vertex;
for the purpose of financing the acquisition, construction, reconstruction, renovation, equipping
and/or any other capital expenditures and related expenses, as applicable of charter school
educational facilities and to fund certain costs of issuance and capitalized interest in connection
therewith, one such charter school facility being the Classics and Four Arts Academy located at
the southeast corner of the intersection of Recker Road and Warner Road, Gilbert, Maricopa
County, Arizona (the “Maricopa County Project”); and
WHEREAS, pursuant to Section 66.0304(11)(a) of the Wisconsin Statutes and
Section 4 of the Amended and Restated Joint Exercise of Powers Agreement Relating to the
Public Finance Authority, dated as of September 28, 2010 (the “Joint Exercise Agreement”),
prior to their issuance, bonds issued by the Authority must be approved by the governing body or
highest ranking executive or administrator of the political jurisdiction within whose boundaries a
project is to be located; and
WHEREAS, the Borrower has requested Maricopa County to approve the
financing of the Maricopa County Project, and the issuance of the Bonds, a portion of which, in
an amount not to exceed $14,036,000, will be for the Maricopa County Project in order to satisfy
the requirements of Section 66.0304(11)(a) of the Wisconsin Statutes and Section 4 of the Joint
Exercise Agreement; and
WHEREAS, prior to the issuance of the Bonds, the Borrower and the Authority
must satisfy the public hearing and approval requirements of Section 147(f) of the Internal
Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder
(the “Regulations”). Section 147(f) of the Code and the pertinent Regulations require that the
“governmental unit having jurisdiction over the area in which any facility, with respect to which
the financing is to be provided from the net proceeds of such issue, is located” approve the
Bonds; and
WHEREAS, Maricopa County is a governmental unit having jurisdiction over the
area of Maricopa County in which the Maricopa County Project will be located and Maricopa
County is a governmental unit which must approve the issuance of the Bonds for the purpose of
satisfying the requirements of Section 147(f) of the Code; and
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WHEREAS, this Board is the governing body of Maricopa County and the
individuals who are members of this Board are the highest elected officials of Maricopa County;
and
WHEREAS, the Bonds will be special limited obligations of the Authority and
will not be a debt, obligation or liability of Maricopa County; and
WHEREAS, on February 19, 2014, at 9:00 A.M., Shelby Scharbach or her
designee, an authorized representative of Maricopa County, held and conducted a public hearing
(the “Public Hearing”) on behalf of Maricopa County, after reasonable public notice given by
publication in the Record Reporter on February 5, 2014 (a copy of the Notice of Public Hearing
being attached hereto as Exhibit A), for the purposes of satisfying the requirements of
Section 147(f) of the Code; and
WHEREAS, the Borrower has executed and delivered to Maricopa County, an
Indemnification Agreement in a form acceptable to Maricopa County and has paid or made
provision for the payment of Maricopa County’s administrative fee for handling this matter in
the amount of $5,000 and for the payment of the fees and expenses of special counsel to
Maricopa County in the amount of $5,000; and
WHEREAS, following the Public Hearing this Board was provided a Report of
Public Hearing which has been reviewed and considered by this Board, such report indicating
that no persons requested to comment or be heard at the Public Hearing with respect to any
aspect of the Maricopa County Project or the proposed issuance of Bonds to finance any portion
of the Maricopa County Project.
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of
Maricopa County, Arizona as follows:
1. The holding and conducting of a public hearing on behalf of Maricopa
County on February 19, 2014, pursuant to the Notice of Public Hearing
attached hereto as Exhibit A, is hereby ratified, approved and confirmed.
2. Solely for the purpose of satisfying the requirements of Section 147(f) of
the Code, Section 4 of the Joint Exercise Agreement and Section
66.0304(11)(a) of the Wisconsin Statutes, the issuance of the Bonds by the
Authority to provide funds to finance the Maricopa County Project is
approved, subject to the Bonds receiving any required approvals of the
Authority.
3. The Bonds shall not constitute a debt, obligation or liability of Maricopa
County or any political subdivision of Maricopa County, and neither
Maricopa County or any political subdivision of Maricopa County shall be
obligated for the payment of the Bonds, for the manner or extent to which
the proceeds from the sale of the Bonds are expended or for any aspect of
the acquisition, construction, reconstruction, renovation, or equipping of
the Maricopa County Project.
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ADOPTED AND APPROVED this 26th day of February, 2014.
Chairman, Board of Supervisors
Maricopa County, Arizona
ATTEST:
Clerk, Board of Supervisors
Maricopa County, Arizona
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EXHIBIT A
NOTICE OF PUBLIC HEARING
FOR MARICOPA COUNTY, ARIZONA
WITH RESPECT TO AN AMOLTNT NOT TO EXCEED
539,261,000 OF PUBLIC FINANCE AUTHORITY
CHARTER SCHOOL REVENUE BONDS
Notice is hereby given that on Wednesday, February 79, 2014, a public hearing, as
required by Section 147(Ð of the Internal Revenue Code of 1986, as amended (the "Code"), will
be held by a representative of Maricopa County, Anzona with respect to a proposed plan of
finance and the proposed issuance by the Public Finance Authority, Wisconsin (the ",{ulhorily")
of Charter School Revenue Bonds in one or more issuances and/or one or more series and which
may include both senior and subordinate bonds (the "Bonds"), in an aggregate amount not to
exceed $39,261,000. The hearing will commence at 9:00 a.m,, or as soon thereafter as the matter
can be heard, and will be held in the fìrst floor lobby, County Administration Building, 301 West
Jefferson, Phoenix, Arizona 85003.
The Bonds are expected to be issued by the Authority pursuant to Section 66.0304 of the
Wisconsin Statutes, as amended, and pursuant to the plan of finance the proceeds from the sale
of the Bonds will be loaned by the Authority to Vertex Non-Profit Organization, aUtah not-for-
profit corporation and 501(cX3) organization (the "Borrower"), and used to (1) finance and
refinance various capital projects as hereinafter described, (2) pay costs of issuance, and (3) fund
capitalized interest in connection therewith.
The proceeds of the Bonds will finance the acquisition, construction, reconstruction,
renovation, equipping, andlor any other capital expenditures and related expenses, as applicable,
of charter school educational facilities at the following locations, and to fund certain costs of
issuance and capitalized interest in connection therewith: (a) 950 North Peart Road, Casa
Grande, Anzona 85122, with the applicable facility sometimes referred to as The Odyssey
Preparatory Academy- Casa Grande, in an amount not to exceed $11,441,000, (b) 4380 North
Hunt Highway, Florence, Arizona 85312,with the applicable facility sometimes referred to as
the American Leadership Academy - Anthem, in an amount not to exceed 58,222,000,
(c) southeast comer of intersection of Recker Road and Warner Road, Gilbert, Arizona 85296,
with the applicable facility sometimes referred to as Classics and Four Arts Academy - Gilbert,
in an amount not to exceed $14,036,000, (d) 7807 Caldwell Road, Harrisburg, North Carolina
28075, with the applicable facility sometimes referred to as A.C,E. Academy, in an amount not
to exceed 53,422,000, and (e) 1403 Greenbrier Mossydale Road, Winnsboro, South Carolina
29!80, with the applicable facility sometimes referred to as Midlands STEM Institute, in an
amount not to exceed $2,140,000 (collectively the "Project").
The facilities financed andlor refinanced with the proceeds of the Bonds will initially be
owned by the Borrower.
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The Bonds will be limited obligations of the Authority payable solely from the loan
repayments to be made by the Borrower to the Authority, certain funds and accounts established
by the Indenture of Trust for the Bonds, and any security andlor credit enhancement provided, or
obtained, by the Borrower for such pu{pose.
This notice is being provided on behalf of Maricopa County at the request of the
Borrower. The public hearing will provide a reasonable opportunity to be heard for persons
wishing to express their views on the merits of the Project, its locations, the issuance of the
Bonds, the plan of finance or related matters. Persons with disabilities who may need assistance
should contact Ms. Shelby Scharbach at (602) 506- 1 367 at least 24 hours prior to the meeting.
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