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Seton 2024 - BOS Resolution.docx 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 TAX-EXEMPT REVENUE BOND (SETON HIGH SCHOOL PROJECT), SERIES 2024, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $18,000,000 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 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, the Authority proposes to issue its Tax-Exempt Revenue Bond (Seton High School Project), Series 2024 (the “Bonds”), in one or more series, in an aggregate principal amount not to exceed $18,000,000, for the benefit of Seton Roman Catholic High School Chandler, an Arizona nonprofit corporation (the “Borrower”); WHEREAS, the proceeds of the Bonds will be loaned by the Authority to the Borrower for the following purposes: (1) to currently refund and refinance all or a portion of a taxable loan to the Borrower from PNC Bank, N.A. (the “Refunding Project”), the proceeds of which were used to refinance The Industrial Development Authority of the County of Maricopa Revenue Bond (Seton High School Project) Series 2010, the proceeds of which were used to finance the cost of planning, permitting, acquiring, constructing, improving, furnishing and/or equipping a 55,000 square foot building on the Borrower’s campus at 1150 N. Dobson Road, Chandler, Arizona 85224 (the “Project Site”), including theater facilities, 16 classrooms and related infrastructure (the “Property”); and (2) to finance certain costs of planning, permitting, acquiring, constructing, improving, furnishing and/or equipping the renovation of the boys and girls locker rooms and the construction of a new event center to be located on the Project Site and included in the Property (the “Improvement Project”), including reimbursement of the Borrower for certain costs previously incurred by the Borrower with respect to the Improvement Project (the Refunding Project and the Improvement Project being collectively the “Project”); and (3) to pay the costs of issuing the Bonds; WHEREAS, the Project being financed, refinanced, or reimbursed from the proceeds of the Bonds will be owned and operated by the Borrower and used in an integrated operation of the Borrower. The principal of, premium, if any, and interest of the Bonds will not constitute a debt or liability of the Authority, Maricopa County, Arizona, the State of Arizona, or any political subdivision of the State of Arizona, or a charge against their general credit or any taxing powers, but shall be payable solely from the sources provided for in the proceedings pursuant to which the Bonds were issued; WHEREAS, on September 17, 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; 2 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 a financing agreement among the Authority, the Borrower, and the initial lender (the “Financing Agreement”) and related financing documents, as well as other documents 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 Financing Agreement 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 within the Authority, and such counsel has determined that the documents adequately meet the requirements of the Act and the Internal Revenue Code of 1986, as amended (the “Code”); 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, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors must approve the issuance of the Bonds after a public hearing following reasonable public notice; WHEREAS, pursuant to Section 147(f) of the Code, following publication by posting on the Authority’s website of a Notice of Public Hearing, a public hearing with respect to the Bonds and the location and nature of the Project to be financed was held telephonically by an authorized representative of the Authority on August 12, 2024, commencing at 9:00 a.m., MST, via the toll free dial-in number of 1-833-220-6615, code 970133# (a copy of the Notice of Public Hearing is attached hereto and made a part of this Resolution); WHEREAS, a Report of Public Hearing regarding the Public Hearing held on August 12, 2024, 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 Bonds pursuant to Section 35-721.B of the Act and Section 147(f) of the Code. 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 $18,000,000 is approved for all purposes under the Act, including specifically Section 35-721.B, and Section 147(b) of 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 Bonds. ADOPTED AND APPROVED on September 25, 2024. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors ATTACHMENT: Notice of Public Hearing NOTICE OF PUBLIC HEARING THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA TAX-EXEMPT REVENUE BONDS (SETON HIGH SCHOOL PROJECT) SERIES 2024 NOTICE IS HEREBY GIVEN that a public hearing (the “Public Hearing”) will be held telephonically by an authorized representative of The Industrial Development Authority of the County of Maricopa (the “Authority”) on August 12, 2024, commencing at 9:00 a.m., MST. Interested parties may participate in the Public Hearing on the date and the time indicated above by dialing 1-833-220-6615 (US Toll Free) and, when prompted, entering the code 970133 and pressing #. The Public Hearing will address the proposed issuance by the Authority of the above-captioned tax-exempt revenue bonds, in one or more series, pursuant to a plan of finance in an aggregate principal amount not to exceed $18,000,000 (the “Bonds”). The Bonds will be issued as qualified 501(c)(3) bonds under Section 145 of the Internal Revenue Code of 1986, as amended (the “Code”). The proceeds of the Bonds will be loaned by the Authority to Seton Roman Catholic High School Chandler, an Arizona nonprofit corporation and an organization described in 501(c)(3) of the Code (the “Borrower”) for the following purposes: 1. to currently refund and refinance a portion of a taxable loan to the Borrower from PNC Bank, N.A. (the “Refunding Project”), the proceeds of which were used to refinance The Industrial Development Authority of the County of Maricopa Revenue Bond (Seton High School Project) Series 2010, the proceeds of which were used to finance the cost of planning, permitting, acquiring, constructing, improving, furnishing and/or equipping a 55,000 square foot building, including theater facilities, 16 classrooms and related infrastructure located on the Borrower’s campus at 1150 N. Dobson Road, Chandler, Arizona 85224 (the “Property”); and 2. to finance certain costs of planning, permitting, acquiring, constructing, improving, furnishing and/or equipping the renovation of the boys and girls locker rooms and the construction of a new Event Center to be located on the Property (the “Improvement Project”), including reimbursement of the Borrower for certain costs previously incurred by the Borrower with respect to the Improvement Project (the Refunding Project and the Improvement Project being collectively the “Project”); and 3. to pay the costs of issuing the Bonds. The Project being financed, refinanced, or reimbursed from the proceeds of the Bonds will be owned and operated by the Borrower and used in an integrated operation of the Borrower. The principal of, premium, if any, and interest of the Bonds will not constitute a debt or liability of the Authority, Maricopa County, Arizona, the State of Arizona, or any political subdivision of the State of Arizona, or a charge against their general credit or any taxing powers, but shall be payable solely from the sources provided for in the proceedings pursuant to which the Bonds are issued. This notice has been posted on the Authority’s website in the area of the website where notices of the Authority’s public meetings are posted. This notice is published and the Public Hearing is to be held in satisfaction of the requirements of Section 147(f) of the Code regarding the public approval prerequisite to the exemption from federal income taxation of the interest on the Bonds. Any interested person may attend the Public Hearing telephonically or send written comments in order to express his or her view with respect to the Bonds and the location and nature of the Project to be financed. Any written comments should be submitted to The Industrial Development Authority of the County of Maricopa, 8687 East Via de Ventura, Suite 306, Scottsdale, Arizona 85258, Attention: President, and clearly marked: “Seton High School Project.” Written submissions should be mailed in sufficient time to be received before the time of the hearing. Posting Date: August 1, 2024 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA