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HomeMy WebLinkAboutMinutes - Minutes - Industrial Development Authority - Meeting Date: 5/5/2021MINUTES INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE, ARIZONA GLENDALE CITY HALL - CONFERENCE ROOM 2A 5850 W. GLENDALE AVE. GLENDALE, ARIZONA 85301 MAY 5, 2021 4:00 P.M. Notice is hereby given that a Special Meeting of the Board of Directors of The Industrial Development Authority of the City of Glendale, Arizona (the "Authority") will be held at 4:00 p.m. on Wednesday, May 5, 2021, in the Administration Building Board Room, University Administration Building, Midwestern University, 19555 North 59th Avenue, Glendale, Arizona, 85308, to consider and take action as appropriate with regard to the following matters CALL TO ORDER 2. ROLL CALL Present: Robert Holmes, President John Catledge, Vice President Miles Charles, Secretary/Treasurer Darryl Jaquess, Member Howard McKenna, President Absent: Lisa Maestas, Member Also Present: John J. Fries, Esq., Legal Counsel to the Authority William F. Wilder, Legal Counsel to the Authority Jessi Pederson, Assistant Director of Economic Development Attendees: Dr. Kathleen Goeppinger, President of Midwestern University Gregory Gaus, CFO of Midwestern University Chris Walrath, Chapman & Cutler, Bond Counsel Representatives, Midwestern University and Midwestern University Foundation 3. MIDWESTERN UNIVERSITY UPDATE Dr. Kathleen Goeppinger, President of Midwestern University was present by Zoom conference; Greg Gaus, CFO of Mr. Holmes opened the meeting by calling upon Dr. Goeppinger to provide an update regarding Midwestern University and Midwestern University Foundation. Dr. Goeppinger provided a summary report and update regarding enrollment, finances and the steps taken to deal with Covid and its impact. 4. APPROVAL OF THE MINUTES The minutes of the Special Meeting of the Board of Directors of the Authority held on October 21, 2020, were presented to the meeting by Mr. Holmes and reviewed and discussed. Upon a motion made by Mr. Charles, and seconded by Mr. McKenna, the reading of the minutes was waived and the minutes were approved and adopted by unanimous vote. Motioned by SecretaryfTreasurer Miles Charles, seconded by President Howard McKenna AYE: President Robert Holmes Vice President John Catledge Secretary/Treasurer Miles Charles Member Darryl Jaquess President Howard McKenna Passed 5. ADOPTION OF A RESOLUTION Adoption of a Resolution granting preliminary approval and declaring the intention of the Authority to issue not to exceed $30,000,000 of additional bonds at the request and for the benefit of Midwestern University Foundation and Midwestern University to fund student loans pursuant to a Program previously approved by the Authority and by a Program representative for the State of Arizona, the student loans to be for students attending Midwestern University at one of its campuses. Mr. Holmes noted that the Board was to consider granting preliminary approval for the issuance of not to exceed $30,000,000 of the Authority bonds, to finance student loans to be made by Midwestern University Foundation pursuant to a Program and Plan approved by the State of Arizona and the Authority in 2014, such student loans to be for students attending Midwestern University in Glendale, Arizona or for Arizona residents who are attending school at Midwestern University in Downers Grove, Illinois. Mr. Holmes then called upon Mr. Greg Gaus, the CFO of Midwestern University to give a brief presentation regarding the student loan program, starting with the Plan and Program approval by the State of Arizona and the Authority in 2014, the initial series of Bonds issued by the Authority in 2015, and the subsequent series of additional Bonds issued by the Authority in 2019. Thereafter the Authority Board considered the form of Resolution presented for consideration and upon a motion made by Mr. Catledge and recorded by Mr. McKenna. The Authority Board voted unanimously to adopt the Resolution as presented granting preliminary approval for the issuance by the Authority of not to exceed $30,000,000 of additional bonds, to the proceeds of which would be loaned to Midwestern University Foundation to fund student loans to students attending Midwestern University in Glendale, Arizona or to Arizona residents attending Midwestern University in Downers Grove, Illinois. Motioned by Vice President John Catledge, seconded by President Howard McKenna AYE: President Robert Holmes Vice President John Catledge Secretary/Treasurer Miles Charles Member Darryl Jaquess President Howard McKenna Passed 6. FINANCIAL REPORT Mr. Charles, as Treasurer of the Authority, gave a financial report as of May 5, 2021, which noted that the Authority had aggregate funds of $129,814.88. Thereafter, upon a motion made by Mr. McKenna, and seconded by Mr. Charles, the financial report was accepted as presented, a copy of which is included in the records of the Authority. Motioned by President Howard McKenna, seconded by Secretary/Treasurer Miles Charles AYE: President Robert Holmes Vice President John Catledge Secretary/Treasurer Miles Charles Member Darryl Jaquess President Howard McKenna Passed 7. PAYMENT OF INVOICES Mr. Holmes noted there was an Invoice from Ryley Carlock & Applewhite in the amount of $3,880.59. Thereafter, upon a motion made by Mr. Charles, and seconded by Mr. Jaquess, the Board unanimously approved payment of this Invoice. Motioned by Secretary/Treasurer Miles Charles, seconded by Member Darryl Jaquess AYE: President Robert Holmes Vice President John Catledge Secretary/Treasurer Miles Charles Member Darryl Jaquess President Howard McKenna Passed 8. Future agenda matters and other business that may properly come before the meeting. 9. ADJOURNMENT There being no further business, the meeting was adjourned at 4:50 p.m. Miles Charles, Secretary �Ft�ustrial D lopme�z Authority meeting minutes of May 5, 2021 were submitted and approved this 26th day of May, 2021. Suzie Ricard Recording Secretary RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE, ARIZONA, GRANTING PRELIMINARY APPROVAL FOR AND DECLARING THE INTENTION OF THE AUTHORITY TO ISSUE ITS REVENUE BONDS IN ONE OR MORE SERIES AND IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $30,000,000 AS ADDITIONAL BONDS TO FINANCE THE STUDENT LOAN PROGRAM PREVIOUSLY APPROVED BY THE AUTHORITY AND THE STATE PROGRAM REPRESENTATIVE IN CONNECTION WITH THE ISSUANCE BY THE AUTHORITY OF ITS BONDS ON JUNE 24, 2015, AUTHORIZING A REQUEST FOR PRIVATE ACTIVITY BOND VOLUME CAP FOR THE BONDS, AND RELATED MATTERS. IT IS RESOLVED, by the Board of Directors (the "Board") of The Industrial Development Authority of the City of Glendale, Arizona (the "Authority"), as follows: Section 1. The Board recites the following as background for this Resolution: (a) The Authority is a nonprofit corporation organized and existing under the laws of the State of Arizona, is designated by law as a political subdivision of the State of Arizona and is authorized and empowered by the provisions of Title 35, Chapter 5, of the Arizona Revised Statues, as amended (the "IDA Act'), to issue revenue bonds for the purpose of assisting in financing student loans made in a student loan program established pursuant to the IDA Act. (b) Midwestern University Foundation (the "Foundation') submitted a plan (the 'Plan') to the Authority for a student loan program (the 'Program') to assist in financing student loans for students attending Midwestern University (the "University'). The Authority approved the Plan on February 27, 2014, and the Director of the Arizona Department of Administration as state program representative approved the Plan on December 17, 2014, as required by Article 6 (Sections 35-771 through 35-773) of the IDA Act. On June 24, 2015, the Authority issued its revenue bonds in the aggregate principal amount of $15,000,000 (the "Series 2015 Bonds') to assist in financing student Loans in the Program. (c) The IDA Act permits the issuance of additional student loan program bonds without the approval of a new plan by the Authority or the state program representative if the issuance consists of additional bonds issued under the same governing documents and secured on the same basis as bonds, such as the Series 2015 Bonds, described in a plan previously approved by the Authority and the state program representative, and if the additional bonds are also rated in the "A" category or better, without regard to modifiers Glendale IDA Preliminary Resolution 4833-2501-8078 v5,docx 1132703 within the "A" category, by a nationally recognized bond rating agency. (d) On June 20, 2019, the Authority issued additional student loan program revenue bonds in the aggregate principal amount of $23,445,000 (the "Series 2019 Bonds," and together with the Series 2015 Bonds, the "Existing Program Bonds "), pursuant to the IDA Act, the Plan and the Program. (e) The Foundation has requested that the Authority give preliminary approval for the issuance of the Authority's revenue bonds (the "Bonds'D in one or more series in an aggregate principal amount not to exceed $30,000,000 and for the proceeds of the Bonds to be available to finance additional student loans in the Program and to fund reserves and capitalized interest, if any, and costs and expenses incurred in connection with the issuance of the Bonds and the Program. The Foundation has advised the Authority that the Bonds will be issuable only as additional bonds under the same governing documents as the Existing Program Bonds secured on the same basis as the Existing Program Bonds, and that the Bonds will be issued only if rated in the "A" category or better, without regard to modifiers within the "A" category, by a nationally recognized bond rating agency. (f) The costs of the Program, including principal of and interest and any other amounts to be payable on the Bonds and all other costs as may be incurred by the Authority (including reasonable attorneys' fees and financial consultants' fees) in connection with the Bonds and the Program, will be payable solely from the trust estate established for the Bonds and the Program. Section 2, The Board grants preliminary approval for and declares its intention to issue the Bonds in one or more series of tax-exempt or taxable bonds, in the aggregate principal amount agreed to by the Authority, the Foundation and the University not to exceed $30,000,000. The Authority finds and determines that the issuance of the Bonds pursuant to the IDA Act and making the proceeds available to assist in financing the Program will be in the public interest and will serve the purposes of the Authority and the IDA Act. Section 3. The preliminary approval for the issuance of the Bonds is hereby granted subject to and conditioned upon the following items, unless waived by the Authority: (a) The agreement of the Foundation and the University to comply with and abide by all requirements and provisions of the Authority's procedures, other than those specifically waived or otherwise agreed to by the Authority; (b) The drafting of the legal proceedings relating to the Bonds in form satisfactory to the Authority; and (c) The agreement of the Foundation and the University to pay or cause to be paid to the Authority any initial and/or annual fees or expenses as are mutually agreed to by the Authority, the Foundation and the University. -2- Section 4. The Bonds shall bear such dates, mature at such time or times, bear interest at such rate or rates and contain such other terms and provisions as shall be authorized by subsequent action of the Authority and shall be agreed to by the Foundation and the University. Section S. The Authority, the Foundation and the University will provide for one or more instruments the terms of which will provide for payment from the trust estate established for the Bonds and the Program of the principal of and interest and any other amounts on the Bonds as and when the same become due and payable and all other costs as may be incurred by the Authority (including reasonable attorneys' fees) in connection with the issuance of the Bonds and the financing of the Program, as mutually agreed to between the Foundation, the University and the Authority prior to the issuance of the Bonds. Section 6. This Resolution is an affirmative official action of the Authority toward the issuance of the Bonds and declares the intention of the Authority to issue the Bonds. This Resolution is also authorization for representatives of the Authority, the Foundation and the University to take action to obtain an allocation of Arizona private activity bond volume cap to be used for the issuance of the Bonds that are to bear interest that is excluded from gross income for federal income tax purposes. Section 7. The Authority, through its authorized representatives, shall notify the Attorney General of the State of Arizona of the Authority's intention to issue the Bonds and shall describe in the notice the Program to be financed. Section 8, The City Council of the City of Glendale, Arizona, must approve the issuance of the Bonds as a condition precedent to the Bonds being issued. Section 9, The appropriate officers and other representatives of the Authority are authorized and directed to take such action as may be necessary or proper to implement each of the provisions of this Resolution. Specifically, the Authority's legal counsel is authorized and directed to prepare, or to assist bond counsel and counsel to the Foundation and the University in the preparation of, such documents as may be necessary or advisable in connection with the authorization, issuance and sale of the Bonds and making the proceeds available for the Program. ADOPTED AND APPROVED on May 5, 2021, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE, ARIZONA / � 1 -3- Glendale IDA Financial Report Prepared for meeting on May 5th, 2021 The following information is as of May 5th, 2021 Balances: BMO Harris Hank Money Market $125,449.20 BMO Harris Bank Checking $41365.68 Total: Activity since Oct 21st 2020 $129,814.88 The Money Market account has received $22.68 interest (YTD 2021). There uvere 2 checking withdrawal's since Oct 21st 2020 Check # 1029 for $3,700.45 on Oct 3rd 2020 (RC&A) Check # 1030 for $20,000.00 on Oct 27th 2020 (Helping Hands) This reflects activity from Oct 21st 2020 to May 5th 2021 Miler Charles Secretary & Treasurer