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1 A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF ITS VARIABLE RATE REVENUE BOND (VOS YMCA PROJECT), SERIES 2022, IN A PRINCIPAL AMOUNT NOT TO EXCEED $11,000,000 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 incorporated with the approval of the County of Maricopa, empowered under the Industrial Development Financing Act, Arizona Revised Statutes Section 35-701 et seq. (the “Act”), to issue revenue Bond 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, the Valley of the Sun Young Men’s Christian Association, an Arizona nonprofit corporation (the “Borrower”) and the Borrower has received a Determination Letter from the Internal Revenue Service with respect to its status as an organization established and operating within the parameters of Internal Revenue Code Section 501(c)(3) and is primarily engaged in delivering community services consisting of fitness programs, camping programs, health and recreational services, youth programs, child care and senior programs (the “Programs”); WHEREAS, the Borrower currently owns 13 Branches and 2 Camps; which were previously financed or refinanced on or about February 1, 2016 by a commercial bank term loan in amount of $18,250,000 (the “Prior Debt”); WHEREAS, the Authority proposes to issue its Variable Rate Revenue Bond (VOS YMCA Project), Series 2022 (the “Bond”), in an aggregate principal amount not to exceed $11,000,000, for the benefit of the Borrower; WHEREAS, the Borrower has advised the Issuer that the Bond will be sold on a private placement basis to the KS StateBank, a Kansas banking institution (the “Bondholder” or the “Lender”), conditioned on receipt of an Investor Letter (the “Investor Letter”) establishing the Bondholder’s suitability, in form and substance acceptable to the Issuer; WHEREAS, as permitted by the Act, the Borrower has requested that the proceeds of the Bond be used to assist the Borrower in the financing or refinancing of the Prior Debt which was used in the acquisition, construction, improvement, rehabilitation, or equipping of the Borrower’ Branches commonly known as (individually and collectively, the “Project”): Chandler / Gilbert Family YMCA (Chandler) 1655 W. Frye Road Chandler, Arizona 85224 Desert Foothills Family YMCA (Foothills) 34250 N. 60th Street Scottsdale, Arizona 85266 2 Legacy Foundation Chris -Town YMCA (Chris-Town) 5517 N. 17th Avenue Phoenix, Arizona 85015 Scottsdale / Paradise Valley Family YMCA (Scottsdale) 6869 E. Shea Boulevard Scottsdale, Arizona 85254 Southwest Valley Family YMCA (Goodyear) 2919 N. Litchfield Road Goodyear, Arizona 85395 Watts Family Maryvale YMCA (Maryvale) 3825 N. 67th Avenue Phoenix, Arizona 85033 WHEREAS, at a meeting of the Authority Board, the Authority resolved (the “Authority’s Resolution”) to issue the Bond, the Authority’s Resolution being conditioned upon, among other things, the granting of approval of the issuance of the Bond by the Maricopa County Board of Supervisors; 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; WHEREAS, the Authority’s Resolution authorizes, among other things, the issuance and sale of the Bond, the execution and delivery of (1) the Investor Letter, (2) the Financing Agreement, (3) the form of the Bond, (4) the Loan and Security Agreement, (5) the Secured Promissory Note, (6) the Deed of Trust, (7) the Tax Certificate and Agreement, and (8) such other documents, instruments and matters as required for the issuance of the Bond; WHEREAS, the terms, maturity or maturities, provisions for redemption, security, and sources of payment for the Bond is set forth in the Financing Agreement; WHEREAS, copies of certain documents providing for the issuance of the Bond have been made available to the Maricopa County Board of Supervisors, together with the Authority’s Resolution; WHEREAS, the Maricopa County Board of Supervisors have been informed that the documents have been reviewed by competent bond counsel, Lotzar Law Firm, P.C., has determined that the documents adequately meet the requirements of the Act; WHEREAS, the Maricopa County Board of Supervisors have been informed that the documents have been reviewed by competent special tax counsel, the Law Offices of Perry Israel, has determined that the documents adequately meet the requirements of the Internal Revenue Code of 1986, as amended (the “Code”); WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Authority under which the Bond is to be issued require the approval of the Maricopa County Board of Supervisors for the issuance of the Bond; WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors must approve the issuance of the Bond after a public hearing following reasonable public notice; 3 WHEREAS, on February 24, 2022 a notice of public hearing was posted on the website www.mcida.com (the “Notice”), a public hearing with respect to the Bond and the location and nature of the Project to be financed was held by the Authority, pursuant to Section 147(f) of the Code, at 9:30 am on March 4, 2022, (the “Public Hearing”), and a copy of the Notice of the Public Hearing is attached hereto and made a part of this Resolution; WHEREAS, a report of the Public Hearing 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 issuance of the Bond pursuant to (i) Section 35-721.B of the Act, and (ii) Section 147(f) of the Code; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF MARICOPA COUNTY, ARIZONA, as follows: 1. The issuance by the Authority of the Bond for the Project in an aggregate principal amount not to exceed $11,000,000 is approved for all purposes under the Act and 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 Authority’s Resolution in connection with the issuance of the Bond. [Remainder of Page Intentionally Left Blank] ADOPTED AND APPROVED this 9th day of March 2022. By: Chairman, Maricopa County Board of Supervisors ATTEST: By:__________________________________ Clerk, Maricopa County Board of Supervisors ATTACHMENT: Notice of Public Hearing NOTICE OF PUBLIC HEARING ON VARIABLE RATE REVENUE BOND FOR AN INTERNAL REVENUE CODE 501(c)(3) PROJECT LOCATED IN THE COUNTY OF MARICOPA, ARIZONA Notice is hereby given that at 9:30 am on March 4, 2022, a public hearing will be held as required by Section 147(f) of the Internal Revenue Code of 1986 with respect to the proposed issuance of a variable rate revenue bond (the “Bond”) by The Industrial Development Authority of the County of Maricopa in an amount not to exceed $11,000,000. The Bond will be issued for the purpose of providing funds to make a loan (the “Loan”) to Valley of the Sun Young Men’s Christian Association (the “Borrower” or “VOS YMCA”) to refinance the outstanding portion of a 2016 commercial bank term loan made by KS StateBank which was originally in the amount of $18,250,000. The VOS YMCA owns and operates 13 Branches and 2 Camps. The VOS YMCA’s various Branches serve as community hubs which serve as a place to build friendships create positive experience and participate in healthy programs and activities. The VOS YMCA’s various branches include community and athletic facilities. The proceeds of the Bonds will be used to refinance a portion of commercial bank which financed the VOS YMCA’s Branches located at the following addresses (individually and collectively, the “Project”) in an amount to not exceed the amounts below: Branch Address Maximum Bond Amount Chandler 1655 W. Frye Road Chandler, Arizona $3,000,000 Desert Foothills 34250 N. 60th Street Scottsdale, Arizona $4,750,000 Chris-Town 5517 N. 17th Avenue Phoenix, Arizona $2,750,000 Scottsdale 6869 E. Shea Boulevard Scottsdale, Arizona $4,750,000 Goodyear 2919 N. Litchfield Road Goodyear, Arizona $2,150,000 Maryvale 3825 N. 67th Avenue Phoenix, Arizona $2,600,000 The hearing will commence at 9:30 a.m., March 4, 2022, and will be held telephonically by an authorized representative of The Industrial Development Authority of the County of Maricopa via the toll-free dial-in number of 1-800-322-6099; enter code 9596846 and Press #. Interested persons wishing to express their views on either the issuance of the Bonds or the Project will be given an opportunity to do so at the public hearing, or may, prior to the time of the hearing, submit 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: The Industrial Development Authority of the County of Maricopa, Variable Rate Revenue Bond (VOS YMCA Project) Series 2022. Written submissions should be mailed in sufficient time to be received before March 4, 2022. Date of Notice: February 24, 2022 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA /s/ Jim Rounds President