PIONEER TECHNOLOGY 2024 - BOS RESOLUTION.PDF
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Board of Supervisors Resolution 4891-2345-3622.5 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 TAX-EXEMPT AND/OR TAXABLE EDUCATION REVENUE BONDS (PIONEER TECHNOLOGY AND ARTS ACADEMY OF ARIZONA PROJECT), SERIES 2024, IN AN AGGREGATE ORIGINAL PRINCIPAL AMOUNT NOT TO EXCEED $22,000,000 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 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 tax-exempt and/or taxable Education Revenue Bonds (Pioneer Technology and Arts Academy of Arizona Project) Series 2024 (the “Bonds”), in an aggregate original principal amount not to exceed $22,000,000, for the benefit of SSS Education Inc. (the “Borrower”), a Colorado nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”); WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to (i) finance or refinance, including through reimbursement, as applicable, all or a portion of the cost of acquiring, constructing, renovating, improving, maintaining and equipping the land and facilities located at 1903 East Roeser Road, Phoenix, Arizona 85040 (collectively, the “Facilities”), (ii) establish any required reserve funds for the Bonds, (iii) pay capitalized interest on the Bonds, if any, (iv) fund working capital, if any, (v) refinance all or a portion of a loan to the Borrower, the proceeds of which were used in connection with the Facilities, and (vi) pay certain costs of issuance relating to the sale of the Bonds; WHEREAS, the Borrower will lease the Facilities to Pioneer Technology and Arts Academy of Arizona (the “Lessee”), an organized and validly existing Arizona nonprofit corporation, which is an organization described in Section 501(c)(3) of the Code that operates a charter school established under Arizona Revised Statutes Title 15, Chapter 1, Article 8, as amended; WHEREAS, on May 14, 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 and considered by the Maricopa County Board of Supervisors; WHEREAS, the Issuer’s Resolution authorizes, among other things, the issuance and sale of the Bonds, and the execution and delivery of an indenture of trust between the Issuer and a 2 Board of Supervisors Resolution 1100981184\1\AMERICAS 4891-2345-3622.5 corporate trustee (the “Indenture”) 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 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 Bond Counsel, Ice Miller 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 issuance of the Bonds by the Issuer 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 Issuer’s website of a Notice of Public Hearing, a public hearing with respect to the Bonds and the Project to be financed was held telephonically by an authorized representative of the Issuer on May 6, 2024, commencing at 9:00 a.m. Arizona time 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 May 6, 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 (a) Section 35-721.B of the Act and (b) 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 in an aggregate principal amount not to exceed $22,000,000 is approved for all purposes under the Act, including specifically Section 35-721.B, and Section 147(f) 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 Issuer’s Resolution in connection with the issuance of the Bonds. 4891-2345-3622.5 ADOPTED AND APPROVED on May 22, 2024. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors ATTACHMENT: Notice of Public Hearing NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that at 9:00 a.m. (Arizona time), or as soon thereafter as this item may be heard, on May 6, 2024, a public hearing will be held as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to a plan of finance for the proposed issuance of one or more series of tax-exempt bonds (collectively, the “Bonds”) by The Industrial Development Authority of the County of Maricopa (the “Authority”) in an aggregate principal amount not to exceed $22,000,000. The Bonds are expected to be issued by the Authority as qualified 501(c)(3) bonds as defined in Section 145 of the Code at the request of, and for the benefit of, SSS Education Inc. (the “Borrower”), a Colorado nonprofit corporation and an organization described in Section 501(c)(3) of the Code, as borrower of the proceeds of the Bonds. The Authority will issue the Bonds pursuant to Title 35, Chapter 5, Arizona Revised Statutes, as amended, and will loan the proceeds of the Bonds to the Borrower to assist the Borrower in paying the costs to: (i) finance or refinance, including through reimbursement, as applicable, all or a portion of the cost of acquiring, constructing, renovating, improving, maintaining and equipping the land and facilities located at 1903 East Roeser Road, Phoenix, Arizona 85040 (collectively, the “Facilities”), (ii) establish any required reserve funds for the Bonds, (iii) pay capitalized interest on the Bonds, if any, (iv) fund working capital, if any, (v) refinance all or a portion of a loan to the Borrower, the proceeds of which were used in connection with the Facilities, and (vi) pay certain costs of issuance relating to the sale of the Bonds (collectively, the “Project”). The Borrower will lease the Facilities to Pioneer Technology and Arts Academy of Arizona (the “Lessee”), an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Code. The Facilities will be owned by the Borrower and leased to the Lessee for the operation of a charter school. The principal of, premium, if any, and interest of the Bonds shall never constitute the debt or indebtedness or liability of the Authority, Maricopa County, the State of Arizona, or any political subdivision of the State of Arizona within the meaning of any provision of the Constitution of the State of Arizona, and shall not constitute or give rise to a pecuniary liability or 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 public hearing will commence at 9:00 a.m. (Arizona time), on May 6, 2024, and will be held telephonically by an authorized representative of the Authority via the toll-free dial-in number 1-833-220-6615 (enter code 970133 and press #). Interested persons wishing to express their views on either the plan of finance for 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 to The Industrial Development Authority of the County of Maricopa, 8687 E. Via de Ventura, Suite 306, Scottsdale, Arizona 85258, Attention: President, clearly marked: “Pioneer Technology and Arts Academy of Arizona” for receipt before the time of the hearing. This notice is published and the hearing is to be held in satisfaction of the requirements of Section 147(f) of the Code. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA