CHOICE ACADEMIES 2022 - BOS RESOLUTION.PDF
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4888-5946-0114.2 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 (CHOICE ACADEMIES, INC. PROJECT), SERIES 2022, IN ONE OR MORE TAX- EXEMPT AND/OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $16,000,000 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, Choice Academies, Inc. d/b/a Adams Traditional Academy (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 duly organized and validly existing under Arizona Revised Statutes Title 15, Chapter 1, Article 8, as amended, previously borrowed the proceeds of the $15,945,000 aggregate principal amount of Education Facility Revenue Bonds (Choice Academies, Inc. Project) Series 2012 (the “Series 2012 Bonds”), issued by The Industrial Development Authority of the City of Phoenix, Arizona, to among other things, assist the Borrower in financing or refinancing the costs of (a) the acquisition, construction, improvement, renovation, operation and equipping of land and charter school facilities located at 2323 and 2333 West Parkside Lane, Phoenix Arizona, a portion of which house certain (non-charter) preschool facilities leased to and operated by Choice Services, LLC d/b/a Adams Traditional Beginnings (the “Preschool”), an Arizona limited liability company and the sole member of which is the Borrower; (b) funding any required reserves; and (c) the authorization, issuance and sale of the Series 2012 Bonds, all in accordance with the Act (collectively, the “Series 2012 Project”); WHEREAS, the Issuer proposes to issue its Education Revenue Refunding Bonds (Choice Academies, Inc. Project), Series 2022 (the “Series 2022 Bonds”), in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $16,000,000 for the benefit of the Borrower; WHEREAS, the proceeds of the Series 2022 Bonds will be loaned by the Issuer to the Borrower to (i) refund the outstanding Series 2012 Bonds, (ii) fund any required reserve funds, and (iii) pay the costs incurred in connection with the authorization, issuance and sale of the Series 2022 Bonds (collectively, the “Series 2022 Project”); WHEREAS, on April 12, 2022, the Issuer resolved (the “Issuer’s Resolution”) to issue the Series 2022 Bonds, the Issuer’s Resolution being conditioned upon, among other things, the granting of approval to the issuance of the Series 2022 Bonds by the Maricopa County Board of Supervisors; 2 4888-5946-0114.2 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 Series 2022 Bonds, the execution and delivery of an Indenture of Trust, and related financing documents as well as such other documents as required for the issuance of the Series 2022 Bonds; WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment for the Series 2022 Bonds are set forth in the Indenture and in the form of the Series 2022 Bonds; WHEREAS, copies of the documents providing for the issuance of the Series 2022 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 has been informed that the documents have been reviewed by competent Bond Counsel, Kutak Rock 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 Series 2022 Bonds are to be issued require the approval of the Maricopa County Board of Supervisors for the issuance of the Series 2022 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 Series 2022 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 Series 2022 Bonds, in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $16,000,000 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 Series 2022 Bonds. 4888-5946-0114.2 ADOPTED AND APPROVED on April 20, 2022. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors