GRAND CANYON UNIVERSITY 2024 - MARICOPA BOARD OF SUPERVISORS RESOLUTION.PDF
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DMFIRM #414127242 v4 A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF ONE OR MORE SERIES OF ITS EDUCATION REVENUE BONDS (GRAND CANYON UNIVERSITY PROJECT), TAXABLE SERIES 2024, IN AN AGGREGATE ORIGINAL PRINCIPAL AMOUNT NOT TO EXCEED $520,000,000 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 Maricopa County, Arizona, empowered under the Industrial Development Financing Act, Arizona Revised Statutes. § 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, the Issuer proposes to issue one or more series of its Education Revenue Bonds (Grand Canyon University Project), Taxable Series 2024 (the “Bonds”), in an aggregate original principal amount of not to exceed $520,000,000 for the benefit of Grand Canyon University, a nonprofit corporation duly organized and validly existing under the laws of the State (the “Borrower” or the “University”); WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to (a) refinance certain outstanding indebtedness of the Borrower, the proceeds of which were originally used to finance and refinance the costs of capital, working capital and operating expenditures, including the costs of acquisition, construction and improvement of educational facilities on the University’s Phoenix, Arizona campus located at 3300 West Camelback Road, Phoenix, Arizona 85017, for use in connection with operation of the University, and (b) pay the costs and expenses related to the issuance and sale of the Bonds; WHEREAS, on November 12, 2024, 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 Bond Indenture and a Loan Agreement, and related financing and security 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 Bond Indenture and in the form of the Bonds; DMFIRM #414127242 v4 2 WHEREAS, copies of the documents providing for the issuance of the Bonds have been made available to the Maricopa County Board of Supervisors; WHEREAS, the Maricopa County Board of Supervisors have been informed that the documents have been reviewed by competent Bond Counsel, Ballard Spahr LLP, and Bond Counsel has determined that the documents adequately meet the requirements of the Act and 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; 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 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 $520,000,000 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. DMFIRM #414127242 v4 ADOPTED AND APPROVED on November 20, 2024. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors