PHOENIX CHILDREN'S HOSP 2024 - MARICOPA COUNTY BOARD OF SUPERVISORS RESOLUTION.PDF
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Board of Supervisors Resolution A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF ITS REVENUE BONDS (PHOENIX CHILDREN’S HOSPITAL), SERIES 2024, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $45,555,000 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 Maricopa County, Arizona, empowered under the Industrial Development Financing Act, Arizona Revised Statutes. § 35-701 et seq. (the “Act”), to issue bonds, notes and other obligations for the purposes set forth in the Act, including the making of secured and/or unsecured loans for the purpose of financing or refinancing the acquisition, construction, improvement, equipping or operating of a “project” (as defined in the Act); WHEREAS, Phoenix Children’s Hospital, Inc. (the “Borrower”) is a health care institution under the Act, and the Borrower and Phoenix Children’s Hospital Foundation (the “Foundation”), an affiliate of the Borrower, are each an Arizona nonprofit corporation, and are each an entity exempt from federal income tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), as a nonprofit organization under Section 501(c)(3) of the Code; WHEREAS, the Borrower has requested the assistance of the Authority in the financing of the “Project,” which is the refunding of the outstanding Arizona Health Facilities Authority Hospital Revenue Bonds (Phoenix Children’s Hospital), Series 2013B, which proceeds were used to finance and refinance the acquisition, construction, renovation, improvement, equipping and/or operating of certain hospital, health care and related facilities that constitute “projects” (as defined in the Act), owned and operated by the Borrower or the Foundation and located in the cities of Phoenix, Avondale and Mesa in the State of Arizona; WHEREAS, the Authority proposes to issue its Revenue Bonds (Phoenix Children’s Hospital), Series 2024 (the “Bonds”), in one or more series, in an aggregate principal amount not to exceed $45,555,000, for the benefit of the Borrower, and loan such proceeds to the Borrower to finance the Project and the costs and expenses related to the issuance and sale of the Bonds; WHEREAS, on November 12, 2024, the Authority resolved (the “Authority’s Resolution”) to issue the Bonds, the Authority’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 Authority’s Resolution has been made available to and considered by the Maricopa County Board of Supervisors; WHEREAS, the Authority’s Resolution authorizes, among other things, the issuance and sale of the Bonds, and the execution and delivery of one or more bond indentures (individually and collectively, the “Bond Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., one or more loan agreements, between the Borrower and the Authority, and 2 Board of Supervisors Resolution related financing documents, as well as other documents required for the issuance and sale of the Bonds; WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment for the Bonds are set forth in the Bond Indenture and in the form of the Bonds; WHEREAS, the Maricopa County Board of Supervisors has been informed that the documents have been reviewed by competent counsel for the Authority, its General Counsel, and counsel for the Authority has determined that the documents adequately meet the requirements of the Act; WHEREAS, pursuant to Section 35-721.B of the Act, the issuance of the Bonds by the Authority requires the approval of the Maricopa County Board of Supervisors; 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 Authority of the Bonds in an aggregate principal amount not to exceed $45,555,000 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 Authority’s Resolution in connection with the issuance of the Bonds. ADOPTED AND APPROVED on November 20, 2024. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors