MARC COMMUNITY RESOURCES - BOS RESOLUTION.PDF
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110235429.1 A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING CERTAIN MODIFICATIONS TO THE PROJECT TO BE FINANCED WITH THE PROCEEDS OF THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF ITS DIRECT PURCHASE REVENUE BONDS (MARC COMMUNITY RESOURCES, INC. PROJECT) SERIES 2018 WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Issuer”) is a nonprofit corporation designated as a political subdivision of the State of Arizona (the “State”) incorporated with the approval of Maricopa County, Arizona (the “County”), pursuant to the provisions of the Constitution of the State and under the Industrial Development Financing Act, A.R.S. § 35-701 et seq. (the “Act”); WHEREAS, the Issuer is authorized and empowered, among other things, (a) to issue tax-exempt and taxable revenue bonds and use the proceeds thereof in accordance with the Act, (b) to contract with and employ others to provide for and to pay compensation for professional services and other services as the Issuer shall deem necessary for the financing of “projects” as defined in the Act, and (c) to pledge its property and revenues to secure the payment of the principal of and premium, if any, and interest on its tax-exempt and taxable revenue bonds; WHEREAS, the term “project” includes within its meaning any land, any building, or other improvement, and all real and personal properties which are suitable for facilities owned or operated by a nonprofit organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”); WHEREAS, the Issuer issued its Direct Purchase Revenue Bonds (Marc Community Resources, Inc. Project) Series 2018A, in the aggregate principal amount of $8,285,000 (the “Series 2018A Bonds”), pursuant to that certain Indenture of Trust, dated as of April 1, 2018 (the “Series 2018 Indenture”), between the Issuer and Wells Fargo Bank, National Association, in its capacity as Trustee; WHEREAS, pursuant to that certain Loan Agreement, dated as of April 1, 2018 (the “Series 2018 Loan Agreement”), the Issuer loaned the proceeds of the Series 2018A Bonds to Marc Community Resources, Inc. f/k/a Marc Center of Mesa, Inc., an Arizona nonprofit corporation and an exempt organization under Section 501(c)(3) of the Code (the “Borrower”), for purposes of (a) effecting a current refunding of the Issuer’s outstanding Direct Purchase Revenue Bonds (Marc Community Resources, Inc. Project) Series 2013A and Series 2013B, (b) funding any required reserves, and (c) paying costs and expenses incurred in connection therewith (the “Refunded Projects”); WHEREAS, the Issuer issued its Direct Purchase Revenue Bonds (Marc Community Resources, Inc. Project) Series 2018B, in the aggregate principal amount of $4,657,000 (the “Series 2018B Bonds”) pursuant to the Series 2018 Indenture; WHEREAS, pursuant to the Series 2018 Loan Agreement, the Issuer loaned the proceeds of the Series 2018B Bonds to the Borrower for (a) financing and refinancing the acquisition, renovation, improvement, expansion, construction, equipping and operation of certain new and existing assets, previously owned and operated by Partners in Recovery, an Arizona limited liability company that was consolidated into the Borrower, (b) funding any required reserves, and (c) paying costs and expenses incurred in connection therewith (the “Series 2018B Project”); 110235429.1 WHEREAS, the Issuer issued its Direct Purchase Revenue Bonds (Marc Community Resources, Inc. Project) Series 2018C in the aggregate principal amount of $3,100,000 (the “Series 2018C Bonds”, and together with the Series 2018A Bonds and the Series 2018B Bonds, the “Bonds”) pursuant to the Series 2018 Indenture, and loaned the proceeds of the Series 2018C Bonds to the Borrower pursuant to the Series 2018 Loan Agreement for purposes of (a) financing and refinancing the acquisition, renovation, improvement, expansion, construction, equipping and operation of certain new and existing assets, (b) funding any required reserves, and (c) paying costs and expenses incurred in connection therewith (the “Series 2018C Project”, and, together with the Series 2018B Project, the “New Money Projects”); WHEREAS, the obligations of the Borrower under the Series 2018 Loan Agreement are secured by, among other things: (a) Deeds of Trust, Security Agreement and Series 2018 Fixture Filing (the “Deeds of Trust”), executed by the Borrower in favor of the Trustee; (b) all right, title and interest of the Issuer in and to any moneys held under the Series 2018 Indenture; and (c) all right, title and interest of the Issuer under the Senior 2018 Loan Agreement (excluding certain enumerated rights); WHEREAS, the Borrower has requested that the Issuer and the Trustee take such actions and execute such documents as are necessary and appropriate to amend and restate the definition of “New Money Projects” in the Series 2018 Indenture, the Series 2018 Loan Agreement, the Deeds of Trust and any other related documents (the “Series 2018 Bond Documents”) so as to authorize the Borrower to use the proceeds of the Series 2018C Bonds for purposes of (a) financing and refinancing the acquisition, renovation, improvement, expansion, construction, equipping and operation of certain new and existing assets (the “Revised New Money Projects”); WHEREAS, assets comprising the Revised New Money Projects will be encumbered by a first lien and pledge pursuant to Deeds of Trust and other security instruments, executed by the Borrower in favor of the Trustee, to provide additional collateral and security for the Borrower’s obligations with respect to the Bonds; WHEREAS, a portion of the proceeds of the Series 2018A Bonds were used to refinance the acquisition of a single-family home used as a group located at 3227 East Tremain, Gilbert, Arizona (the “2019 Release Parcel”); WHEREAS, the Borrower exercised its rights under the Series 2018 Loan Agreement, the Deeds of Trust, and other documents relating to the Bonds, to procure the release of the 2019 Release Parcel and convey it to an unrelated third party in an arm’s length sale for cash consideration (the “2019 Release Proceeds”); WHEREAS, Lewis Roca Rothgerber Christie LLC, in its capacity as the Bond Counsel (“Bond Counsel”) has advised the Issuer and the Borrower that the Code requires that the 2019 Release Proceeds must be used to redeem a portion of the Bonds or applied to a qualifying alternative use of bond-financed property; WHEREAS, the Borrower has requested that the Issuer approve and authorize (a) the modification and supplement of the Series 2018 Bond Documents as necessary and appropriate to facilitate the amendment and restatement of the definition of “New Money Projects” therein; (b) the treatment of the 2019 Release Proceeds as “reissued” for purposes of the Sections 141, 145, 147 and 150 of the Code, and (c) the application of the 2019 Release Proceeds to a portion of the cost of the Revised New Money Projects. 110235429.1 WHEREAS, the Issuer has resolved (the “Issuer’s Resolution”) to approve and authorize (a) the modification and supplement of the Series 2018 Bond Documents as necessary and appropriate to facilitate the amendment and restatement of the definition of “New Money Projects” therein; (b) the treatment of the 2019 Release Proceeds as “reissued” for purposes of the Sections 141, 145, 147 and 150 of the Code, and (c) the application of the 2019 Release Proceeds to a portion of the costs of the Revised New Money Projects, the Issuer’s Resolution being conditioned upon, among other things, the granting of approval to the Modifications to the Series 2018 Bond Documents (the “Modification Documents”) 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 Maricopa County Board of Supervisors have been informed that the documents have been reviewed by competent Bond Counsel, Lewis Roca Rothgerber Christie 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; 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, following publication 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 by a representative of the Issuer, pursuant to Section 147(f) of the Code, on January 28, 2020, at the Maricopa County Administration Building, First Floor Lobby, 301 West Jefferson, Phoenix, Arizona 85003, 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 January 28, 2020 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 to finance the Revised New Money Projects as modified by the Modification Documents 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 MARICOPA COUNTY BOARD OF SUPERVISORS, as follows: 1. The issuance by the Issuer of the Bonds pursuant to the 2018 Bond Documents as modified by the Modification Documents to finance the Revised New Money Projects in an aggregate principal amount not to exceed $20,000,000 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 Issuer’s Resolution in connection with the issuance of the Bonds and the Revised New Money Projects. [Remainder of Page Intentionally Left Blank] 110235429.1 ADOPTED AND APPROVED on January __, 2020. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors ATTACHMENT: Notice of Public Hearing 110235429.1 EXHIBIT A NOTICE OF PUBLIC HEARING PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held by a representative of The Industrial Development Authority of the County of Maricopa (the “Authority”) on January 28, 2020, at 9:00 a.m., MST, at the Maricopa County Administration Building, First Floor Lobby, 301 West Jefferson, Phoenix, Arizona 85003, regarding the proposed plan of finance and issuance by the Authority of its Direct Purchase Revenue Bonds (Marc Community Resources, Inc. Project) Series 2020, in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $6,500,000.00 (collectively, the “Bonds”) at the request of, and for the benefit of, Marc Community Resources, Inc. f/k/a Marc Center of Mesa, Inc., an Arizona nonprofit corporation and an exempt organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), as borrower of the proceeds of the Bonds (together with its assignees and designees, the “Borrower”). The proceeds of the Bonds will be used to make a loan to the Borrower to: (a) finance the acquisition, renovation, improvement, expansion, construction, equipping and operation of the following new and existing capital projects: 1. acquisition and improvements of a commercial building located at 3617 W. Cambridge, Phoenix, Arizona, in a maximum amount not to exceed $3,000,000.00; 2. renovation of an existing office space located at 737 W. Guadalupe Road, Mesa, Arizona, in a maximum amount not to exceed $600,000.00; 3. expansion of treatment clinic space located at 5625 W. Bell Road, Glendale, Arizona, in a maximum amount not to exceed $300,000.00; 4. improvements of a treatment clinic located at 10240 N. 31st Avenue, Phoenix, Arizona, in a maximum amount not to exceed $150,000.00; 5. renovations of facilities located at 924 N. Country Club Drive, Mesa, Arizona in a maximum amount not to exceed $250,000.00; 6. renovations of facilities located at 10617 E. Oasis Drive, Mesa, Arizona in a maximum amount not to exceed $80,000.00; 7. renovations of facilities located at 4250 E. Florian, Mesa, Arizona, in a maximum amount not to exceed $80,000.00; 8. expansion of a treatment clinic located 422 W. Ivyglen Street, Mesa, Arizona (collectively, the “New Money Projects”), in a maximum amount not to exceed $180,000.00; and (b) fund any required reserves; pay capitalized interest on the Bonds, if any; and pay costs and expenses incurred in connection therewith allocable to each project (together with the New Money Projects, the “Project”). The Project will be owned and operated by the Borrower or its affiliates. Any tax exempt Bonds, if and when issued, will be issued as “qualified 501(c)(3) bonds” under Section 145 of the Code. 110235429.1 The principal of, premium, if any, and interest on the Bonds will not constitute an indebtedness or liability of the Authority, the County of Maricopa, 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. The Authority has no taxing power. This public notice is published pursuant to the requirements of Section 147(f) of the Code. At the time and place set for the public hearing, interested persons will be given the opportunity to express their views, both orally and in writing, on the proposed issue of Bonds, the plan of finance, and the location and nature of the Project. Written comments may also be submitted to the Authority at the following address: 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: “Marc Community Resources, Inc. Project”. Written submissions should be mailed in sufficient time to be received before the time of the hearing. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA Date of Posting: January 15, 2020.