ARIZONA CHRISTIAN UNIVERSITY 2023 - BOS RESOLUTION.PDF
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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 FACILITIES REVENUE BONDS (ARIZONA CHRISTIAN UNIVERSITY PROJECT), SERIES 2023, IN AN AGGREGATE ORIGINAL PRINCIPAL AMOUNT NOT TO EXCEED $27,000,000. 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 Facilities Revenue Bonds (Arizona Christian University Project), Series 2023 (the “Bonds”), in an aggregate original principal amount not to exceed $27,000,000, for the benefit of Arizona Christian University (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”), that owns and operates a university campus located at 1 W Firestorm Way, Glendale, Arizona; WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to (a) finance, refinance or reimburse the Borrower for all or a portion of the costs of (i) the acquisition, construction, improvement, maintenance and equipping of certain educational facilities of the Borrower located in such university campus (the “Facilities”), and (ii) prepay certain outstanding loans previously incurred by the Borrower for the purpose of financing the acquisition, construction, improvement, maintenance and equipping of certain educational facilities (the “Outstanding Loans”), (b) establish any required debt service reserve funds, (c) establish and repair and replacement fund, (d) fund certain program expenses, including online programs and enrollment and retention programs, (e) pay capitalized interest on the Bonds, if any, (f) fund certain working capital expenses, and (g) 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 WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment for the Bonds are set forth in the Bond Trust 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 have been informed that the documents have been reviewed by competent Bond Counsel, The Stratton Law Firm, PLLC, and Bond Counsel has determined that the documents adequately meet the requirements of the Act and the Code, as applicable; 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 tax-exempt 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 September 25, 2023, commencing at 10:00 a.m., MST, via the toll free dial-in number of 1-833-220-6615, enter code 970133 and press# (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 September 25, 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 $27,000,000 is approved for all purposes under the Act, including specifically Section 35-721.B, and Section 147(f) of the Code, as applicable. 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. 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 NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that at 10:00 a.m. MST, on September 25, 2023, 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 a principal amount not to exceed $27,000,000. 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, Arizona Christian University, an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Code, as borrower of the proceeds of the Bonds (the “Borrower”). The Borrower owns and operates a university campus located at 1 W Firestorm Way, Glendale, Arizona (the “Campus”). 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 (1) pay the costs of acquiring, constructing, renovating, improving, maintaining and equipping, as applicable, certain educational facilities of the Borrower located at the Campus (the “Facilities”), (2) prepay certain outstanding loans previously incurred by the Borrower for the purpose of financing the Facilities, (3) establish a debt service reserve fund for the benefit of the Bonds, (4) establish a repair and replacement fund, (5) fund certain program expenses, including online programs and enrollment and retention programs, (6) pay capitalized interest on the Bonds, if any, and (7) pay certain cost of issuance relating to the sale of the Bonds (collectively, the “Project”). The Campus and the Facilities will be owned and operated by the Borrower. 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 10:00 a.m. MST, on September 25, 2023, 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: “Arizona Christian University” for receipt before the time of the hearing. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA