SUN VALLEY ACADEMY 2023 - BOS RESOLUTION.PDF
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Board of Supervisors Resolution 1097198172\4\AMERICAS 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 (SUN VALLEY ACADEMY PROJECTS), SERIES 2023, IN AN AGGREGATE ORIGINAL PRINCIPAL AMOUNT NOT TO EXCEED $62,000,000 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 (Sun Valley Academy Projects), Series 2023 (the “Bonds”), in an aggregate original principal amount not to exceed $62,000,000, for the benefit of Morrison Education Group, Inc. (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”), which is the sole member of three duly organized and validly existing Arizona nonprofit “subsidiary” corporations (the “Subsidiaries”) each of which is an organization described in Section 501(c)(3) of the Code that operates (or will operate) a charter school established under Arizona Revised Statutes Title 15, Chapter 1, Article 8, as amended; WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to (a) finance or refinance, as applicable, the costs of acquiring, constructing, renovating, improving and equipping, as applicable, charter school facilities located at 2675 West Baseline Road, Phoenix, Arizona, 1515 North 117th Avenue, Avondale, Arizona, and the southeast corner of North 83rd Avenue and West Bethany Home Road, Glendale, Arizona (collectively, the “Facilities”), each of which is or will be owned by the Borrower and leased to one of its Subsidiaries for use in connection with its respective charter school operations, (b) fund any required reserve funds, (c) pay capitalized interest, if any, on the Bonds, and (d) pay certain expenses relating to the issuance and sale of the Bonds; WHEREAS, on October 10, 2023, 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, and the execution and delivery of a Bond Indenture and related financing documents, as well as other documents required for the issuance of the Bonds; 2 Board of Supervisors Resolution 1097198172\4\AMERICAS 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; WHEREAS, copies of the documents providing for the issuance of the 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, Squire Patton Boggs (US) 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 by 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, 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 location and nature of the Facilities to be financed was held telephonically by an authorized representative of the Issuer on October 10, 2023, 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 October 10, 2023, 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 $62,000,000 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. 1097198172\4\AMERICAS ADOPTED AND APPROVED on October 18, 2023. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors ATTACHMENT: Notice of Public Hearing 1097198172\4\AMERICAS NOTICE OF PUBLIC HEARING PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held telephonically by an authorized representative of The Industrial Development Authority of the County of Maricopa (the “Issuer”) on October 10, 2023, commencing at 9:00 a.m., MST, via the toll free dial-in number of 1-833-220-6615, enter code 970133 and press #, regarding the Issuer’s Education Revenue Bonds (Sun Valley Academy Projects), Series 2023 (the “Bonds”) to be issued in one or more series, pursuant to a plan of finance in a maximum aggregate principal amount of $62,000,000. 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 used to make a loan to Morrison Education Group, Inc., an Arizona nonprofit corporation and an organization described in 501(c)(3) of the Code, as borrower (the “Borrower”), to: (1) refinance the Issuer’s Education Revenue Bonds (Sun Valley Academy Projects), Series 2019 (the “Series 2019 Bonds”), which were issued to finance the cost of (A) acquiring, constructing, improving and equipping charter school facilities located at 2675 West Baseline Road in Phoenix, Arizona (the “South Mountain Campus”), and (B) acquiring, constructing, improving and equipping charter school facilities located at 1515 North 117th Avenue in Avondale, Arizona (the “Avondale Campus”), and (2) finance all or a portion of the costs of (A) acquiring, constructing, improving and equipping additions to the South Mountain Campus, and (B) acquiring, constructing, improving and equipping charter school facilities located at the southeast corner of North 83rd Avenue and West Bethany Home Road in Glendale, Arizona, (the “Glendale Campus” and, collectively with the South Mountain Campus and the Avondale Campus, the “Facilities”). The Bonds to be issued for (1) the South Mountain Campus are expected to have a maximum aggregate principal amount not to exceed $16,800,000, (2) the Avondale Campus are expected to have a maximum aggregate principal amount not to exceed $17,000,000, and (3) the Glendale Campus are expected to have a maximum aggregate principal amount not to exceed $29,800,000 (but in no event will the combined principal amount of Bonds issued for the Facilities exceed $62,000,000). The Facilities financed with the proceeds of the Bonds will be owned by the Borrower and leased to and operated by (i) with respect to the South Mountain Campus, SVA-South Mountain, (ii) with respect to the Avondale Campus, SVA-Avondale, and (iii) with respect to the Glendale Campus, SVA-Glendale, each of which is an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Code whose sole member is the Borrower. The principal of, premium, if any, and interest on the Bonds will not constitute a debt or liability of the Issuer, 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 public notice is published pursuant to the requirements of Section 147(f) of the Code. Any interested person may attend or send written comments and express his or her view with respect to the Bonds and the location and nature of the Facilities 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: “Morrison Education Group – Sun Valley Academies”. 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