VALLEY CHRISTIAN 2023 - BOS RESOLUTION W ATTACHMENT.PDF
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683523257 A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF ITS EDUCATIONAL FACILITIES REVENUE BONDS (VALLEY CHRISTIAN SCHOOLS PROJECT), SERIES 2023, IN ONE OR MORE TAX-EXEMPT AND/OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $45,000,000 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 County of Maricopa, empowered under the Industrial Development Financing Act, A.R.S. § 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, Valley Christian Schools (the “Borrower”), an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), was established in 1982 and provides approximately 1,100 students private religious education through the operation of its high school, junior high school and elementary school located across three campuses in the greater Phoenix metropolitan area; WHEREAS, the Borrower previously borrowed money from Western Alliance Bank (the “Elementary School Loan”) and used the proceeds, in part, to assist in the financing or refinancing of the acquisition, construction, improvement, furnishing, equipping and operating of land and elementary school facilities located at 6304 S. Price Road, Tempe, Arizona (the “Existing Elementary Campus”); WHEREAS, the Borrower previously borrowed money from Western Alliance Bank (the “High School Loan” and together with the Elementary School Loan, the “Existing Debt”) and used the proceeds, in part, to assist in the financing or refinancing of the acquisition, construction, improvement, furnishing, equipping and operating of land and high school facilities located at 6900 W. Galveston Street, Chandler, Arizona (the “High School Campus”); WHEREAS, the Issuer proposes to issue its Educational Facilities Revenue Bonds (Valley Christian Schools Project), Series 2023 (the “Series 2023 Bonds”), in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $45,000,000 for the benefit of the Borrower; WHEREAS, the proceeds of the Series 2023 Bonds will be loaned by the Issuer to the Borrower to (i) pay off the Existing Debt, (ii) finance the acquisition, construction, improvement, furnishing and equipping of land and elementary and junior high school facilities located at 6101 S. River Drive, Tempe, Arizona (the “New School Campus” and collectively with the Existing Elementary Campus and the High School Campus, the “Facilities”), (iii) fund capitalized interest on the Series 2023 Bonds, if deemed necessary, (iv) fund certain reserves, if deemed necessary, and (v) pay other costs in connection with the issuance of the Series 2023 Bonds (collectively, the “Series 2023 Project”); 2 WHEREAS, the Facilities are to be owned and operated by the Borrower and located in Maricopa County, Arizona; WHEREAS, on January 10, 2023, the Issuer resolved (the “Issuer’s Resolution”) to issue the Series 2023 Bonds, the Issuer’s Resolution being conditioned upon, among other things, the granting of approval to the issuance of the Series 2023 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 Series 2023 Bonds, the execution and delivery of an Indenture of Trust (the “Indenture”), and related financing documents as well as such other documents as required for the issuance of the Series 2023 Bonds; WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment for the Series 2023 Bonds are set forth in the Indenture and in the form of the Series 2023 Bonds; WHEREAS, copies of the documents providing for the issuance of the Series 2023 Bonds have been made available to the Maricopa County Board of Supervisors, together with the Issuer’s Resolution; WHEREAS, the Maricopa County Board of Supervisors has been informed that the documents have been reviewed by competent Bond Counsel, Greenberg Traurig, 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 Series 2023 Bonds are to be issued require the approval of the Maricopa County Board of Supervisors for the issuance of the Series 2023 Bonds; WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors must approve the issuance of the Series 2023 Bonds after a public hearing following reasonable public notice; WHEREAS, following publication of a Notice of Public Hearing on the Issuer’s website, available at http://www.mcida.com on December 20, 2022, a public hearing with respect to the Series 2023 Bonds and the location and nature of the Series 2023 Project to be financed was held by the Issuer pursuant to Section 147(f) of the Code, on December 28, 2022 at 12:30 p.m., MST, and a copy of the Notice of Public Hearing is attached hereto and made part of this Resolution; WHEREAS, a Report of Public Hearing regarding the Public Hearing held on December 28, 2022 has been presented to and considered by the Maricopa County Board of Supervisors; and 3 WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa County Board of Supervisors with respect to the issuance of the Series 2023 Bonds 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 Series 2023 Bonds, in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $45,000,000 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 Series 2023 Bonds. ADOPTED AND APPROVED on January 25, 2023. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors 683610700 NOTICE OF PUBLIC HEARING Notice is hereby given that at 12:30 p.m. MST, on December 28, 2022, 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 amount not to exceed $45,000,000. The Bonds are expected to be issued as qualified 501(c)(3) bonds as defined in Section 145 of the Code. 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 Valley Christian Schools, an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Code (the “Borrower”), and used to (1) finance and refinance the Project (as defined below), (2) pay all or a portion of the costs of issuing the Bonds, (3) fund capitalized interest, if deemed necessary, and (4) fund one or more reserve funds, including a debt service reserve fund, if deemed necessary, in connection therewith. The proceeds of the Bonds will be used for the purposes described above, including, in part, to refinance existing indebtedness related to the original cost of acquiring, constructing, renovating, furnishing, improving and equipping, and/or any other capital expenditures and related expenses, as applicable, of private religious school educational facilities at the following locations: (a) three one-story buildings, totaling approximately 31,434 square-feet, at 6304 S. Price Road, Tempe, Arizona (the “Existing Elementary Campus”), in an estimated principal amount of $4,000,000, and (b) multiple buildings including a gymnasium, totaling approximately 84,793 square-feet, at 6900 W. Galveston Street, Chandler, Arizona (the “High School Campus”) in an estimated principal amount of $8,000,000. Furthermore, the proceeds of the Bonds will be used, in part, to finance or refinance the cost of acquiring, constructing, renovating, furnishing, improving and equipping, and/or any other capital expenditures and related expenses, as applicable, of private religious school educational facilities at the following location: multiple buildings including an auditorium and utility services building, totaling approximately 85,000 square-feet, at 6101 S. River Drive, Tempe, Arizona (the “New School Campus” and collectively with the Existing Elementary Campus and the High School Campus, the “Facilities”), in an estimated principal amount of $35,000,000. Such amounts shall be applied to acquire the New School Campus, and in addition to improving and renovating the New School Campus for the purposes of providing elementary school and middle school education. The refinancing of the Existing Elementary Campus, the refinancing of the High School Campus, and the financing of the New School Campus are collectively referred to herein as the “Project.” The Facilities will be owned and operated by the Borrower. 683610700 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 form the sources provided for in the proceedings pursuant to which the Bonds are issued. The hearing will commence at 12:30 p.m. MST, on December 28, 2022, and will be held telephonically by an authorized representative of The Industrial Development Authority of the County of Maricopa 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: “Valley Christian Schools” for receipt before the time of the hearing. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA