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HomeMy WebLinkAboutMinutes - Minutes - Industrial Development Authority - Meeting Date: 8/10/2016RYLEYCARLOCK &A P P L E W H I T E AftorneJs Willirm F. Wilder Direct Line: @24404E02 Dircct Fax: 602-257-690.2 E-mail: wwilder@rcalaw.com :t-ngi: | !d r,': l c-I1087 08/r0/2016 A PROFESSIONAI CORPORATION Onc North Ccntral Avenuc. Sulta t200 Phoenlr, Arlzon. 85004-441 7 P 602.4'00.4800 F 602.257.9582 of f I ccs' " o'rlT.,1i:f:'.t; August 10,2016 Ms. Julie K. Bower City Clerk City of Glendale, Arizona 5850 West Glendale Avenue, Suite 455 Glendale, Arizona 85301 Re: The Industrial Development Authority of the City of Glendale, Arizona Senior Living Revenue Bonds (Royal Oaks Life Care Community), Series 201 6 Dear Ms. Bower: Enclosed are three copies of a form of Certificate of the Clerk of the City of Glendale, Arizona, whereby it is requested that you certi$ to the three items mentioned on the first page. In order to do this, please attach a copy of Resolution No. 5l4l New Series, which was adopted by the City Council on August 9,2016, as Exhibit A to each copy. Please retain one fully-executed counterpart of the Certificate for your records, and return two fully-executed counterparts of the Certificate in the self-addressed, stamped envelope enclosed for that purpose. If you have any questions, please feel free to call me at 602-440-4800, ext. 4706. Sincerely, Assistant to William F. Wilder, Esq. :mm Enclosures 4050370. r 0E/t0/t6 F(|-e -^ a 1,c,--e*-t- ???H q? ,,F Tun lxousrRrAl DsvsLopIr,rENT AurHoRITy oF THE Crrv or Glexolr,s, ARrzoNA SnxtoR Lrvrr,lc Rsvexun Boxos, (Royel Onrs Lrre CnRn Corrrrrunnv) Snnrns 2016 CERTIFICATE OF THE CLERK OF THE CITY OF GLENDALE, ARIZONA I, Julie K. Bower, do hereby certifu that I am the duly qualified and acting Clerk of the City of Glendale, Arizona (the "City''), and as follows: l. Attached hereto as Exhibit A is a true and complete copy of Resolution No. 5l4l New Series, duly adopted by the City Council of the City of Glendale, Arizona at a lawful meeting duly called and held on August 9, 2016, at which a quorum was present and acting throughout, and which Resolution has not been amended, repealed or modified in any respect and which remains in full force and effect as of the date hereof in the form in which adopted. 2. Attached hereto as Exhibit B is a true and complete copy of Resolution No. 2093 New Series duly adopted by the City Council of the City of Glendale at a lawful meeting duly called and held on August 24,1982, at which a quorum was present and acting throughout, and which Resolution has not been amended, repealed or modified in any respect and which remains in full force and effect on the date hereof in the form in which adopted. 3. As of July 13,2016, and continuing to the date hereof, the persons listed below were the Directors of The Industrial Development Authority of the City of Glendale, Arizona, having been duly elected by the City Council of the City of Glendale, Arizona, on the dates and for the terms as indicated: Howard A. McKenna John Catledge Robert Lee Holmes Michael F. Mitchum Elected: May 28,2013 Term Expires: August 23,2019 Elected: May24,2016 Term Expires: August 23,2022 Elected: January 27, 2015 Term Expires: August 23,2020 Elected April 26, 2012, and Re-elected April 26, 2016 Term Expires: August 23,2022 Elected August 23,2012 Term Expires: August 23,2018 4049984. I 08/10/t6 Lyle Miller IN WITNESS WHEREOF, I have hereunto set my hand tn;s -flday of August, 2016. K. Bower, City Clerk ty of Glendale, Arizona RESOLUTION NO. 5I4I NEW SERIES A RESOLUTION OF THE COI.JNCIL OF THE CITY OF GLENDALE, MARICOPA COUNTY, ARZONA, APPROVING THE ISSUANCE BY THE INDUSTRI.AL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE, ARIZONA OF ITS SENIOR LTVING REVENUE BONDS, SERIES 2016 (ROYAL OAKS LrFE CARE COMMUNTTY), IN ONE OR MORE SERIES AND IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $42,OOO,OOO. WHEREAS, the Industrial Development Authority of the City of Glendale, Arizona (the "Authority") proposes to issue not to exceed $42,000,000 in aggregate principal amount of its Senior Living Revenue Bonds, Series 2016 (Royal Oaks Life Care Community), in one or more series (the "Series 2016 Bonds"), at the request of, and for the benefit of, People of Faith, Inc., d/b/a Royal Oaks Life Care Community (the "Corporatioz"), an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"); and WHEREAS, the Corporation proposes to use the proceeds of the Series 2016 Bonds to (i) refund all of the outstanding (a) Arizona Health Facilities Authority Senior Living Revenue Bonds, Series20l4A (Royal Oaks Life Care Community) (the "Series 2014A Bonds") and O) Arizona Health Facilities Authority Senior Living Revenue Bonds, Series 20148 (Royal Oaks Life Care Community) (the "Serfes 20148 Bonds" and together with the Series 2014A Bonds, the "Series 2014 Bonds"); attd (ii) pay certain expenses relating to issuance of the Series 2016 Bonds and refunding the Series 2014 Bonds, all in accordance with the Industrial Development Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the'7c1"); and WHEREAS, the proceeds of the Series 2014 Bonds were used by the Corporation to (i) demolish then-existing facilities and construct, furnish and equip new memory care facilities on the Royal Oaks Life Care Community campus (the "Campzs") owned and operated by the Corporation and (ii) refund all of the outstanding: (a) Arizona Health Facilities Authority Variable Rate Demand Senior Living Revenue Bonds (Royal Oaks Life Care Community Project), Series 2008 (the "Series 2008 Bonds"), and (ii) Arizona Health Facilities Authority Variable Rate Demand Health Facilities Revenue Bonds (Royal Oaks Life Care Community Project), Series 2002 (the "Series 2002 Bonds"); and WHEREAS, the proceeds of the Series 2008 Bonds financed the demolition of then- existing dining, kitchen and fitness areas and the construction, fumishing and equipping of new dining, kitchen and fitness areas and an upgrade of heating/ventilation/air conditioning systems and other facilities and improvements of the Campus, and proceeds of the Series 2002 Bonds financed the acquisition, construction, installation and equipping of health care facilities including assisted living facilities, a parking stucture, independent living facilities for the elderly and other supporting service facilities and improvements to the Campus; and WHEREAS, the initial owner or operator of the facilities being financed and/or refinanced with the proceeds of the Series 2016 Bonds is the Corporation, and the facilities to be financed and/or refinanced with the proceeds of the Series 2016 Bonds are located on the approximately 38-acre Royal Oaks Life Care Community campus at 10015 Royal Oak Road, Sun City, Arizona 85351; and WHEREAS, pursuant to Section 35-721.8 of the Act, the proceedings under which the Series 2016 Bonds are to be issued require the approval of this Council; and WHEREAS, on July 13,2016, a public hearing with respect to the plan of financing and the proposed issuance of the Series 2016 Bonds was held by the Authority, following reasonable public notice at least 14 days in advance of such hearing (the "Notice of Public Hearing"), for the purpose of satis$ing the requirements of Section 147(f) of the Code, which Notice of Public Hearing is incorporated herein and attached as Exhibit ,4 hereto; and WHEREAS, a Resolution adopted by the Board of Directors of the Authority approving the issuance and sale of the Series 2016 Bonds has been presented to this Council; and WHEREAS, this Council has had presented to it information regarding the plan of financing and the Series 2016 Bonds and the public hearing held with regard thereto, and is fully advised regarding the plan of financing and the Series 2016 Bonds; and WHEREAS, the undersigned Mayor is the highest elected public offrcial of the governmental unit of the City of Glendale; and WHEREAS, the Series 2016 Bonds are limited obligations of the Authority payable solely from revenues, receipts and security pledged to their payment. The Series 2016 Bonds will not constitute an indebtedness or liability of the Authority, the City of Glendale, Arizona (the "City"), the State of Arizona (the "State"), or any political subdivision of the State, and neither the faith and credit nor taxing power of the Authority, the City, the State or any political subdivision of the State has been pledged to payment of the Series 2016 Bonds. The Authority has no taxing power. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GLENDALE as follows: SECTION l. That the issuance and sale by the Authority of the Series 2016 Bonds in an aggregate principal amount not to exceed $42,000,000, having such terms and provisions as have been approved by the Authority in accordance with and subject to the conditions and limitations set forth in the Resolution of the Board of Directors of the Authority presented at this meeting, for the purposes and at the locations set forth in the Notice of Public Hearing, and the use of the proceeds thereof as contemplated thereby, are hereby approved for all purposes under the Act and Section 147(t) of the Internal Revenue Code of 1986, as amended. [Signatures on the following page.] PASSED, ADOPTED AND APPROVED by Glendale, Maricopa County, Arizona, this 9s day of A .r/ Cfty Manager and Councn [therCity of (sEAL) APPROVED AS TO FORM: REVIEWED BY: Exmnn A NorrcB or Puntrc HEARINc Notice is hereby glven that a public hearing will be held on Wednesday, Juty 13, 2016, at 3:45 p.m. in the first floor lobby of the Glendale City Hall, 5850 West Glendale Avenue, Glendale, Arizona, 85301 regarding the proposed issuance by The krdustrial Development Authority of the City of Glendalq Arizon a (the "Authority") of its Senior Living Revenue Bonds, Series 2016 @oyal Oaks Life Care Community) (the "series 2016 Bonds"), in one or more series, in an aggregate principal amount not to exceed $42,000,000, at the request of,, and for the benefit of, People of Faith, lnc., dlb/a Royal Oaks Life Care Community (the "Corporation'), an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Intemal Revenue Code of 1986, as amended (the "Code'), to refinance the costs of a "project" within the meaning ofA.R.S. $ 35-701, as amended. The Corporation proposes to use the proceeds of the Series 2016 Bonds to refund the outstanding principal amount of the following bonds of the Arizona Health Facilities Authority (the "Prior Authority'): (i) Senior Living Revenue Bonds, Series 2014A (Royal Oaks Life Care Community) (the ",Senes 2014A Bonds"), and (ii) Senior Living Revenue Bonds, Series 20148 (Royal Oaks Life Care Community) (the ".9enes 20148 Bonds," and together with the Series 2014A Bonds, the"Series 2014 Bonds'). The refunding of the Series 2014 Bonds is referred to herein as the "Retinancing." Proceeds of the Series 2014 Bonds were used by the Corporation to (i) dernolish then- existing facilities and construct, furnish and equip new memory care facilities on the Royal Oaks Life Care Community campus (the "Campas') owned and operated by the Corporation and (ii) refund the following bond iszues of the Prior Authority: (a) Variable Rate Demand Senior Living Revenue Bonds (Royal Oaks Life Care Community Project), Series 2008 (the "series 2008 Bonds"), and (ii) Variable Rate Demand Health Facilities Revenue Bonds (Royal Oaks Life Care Community Project), Series 2002 (the"seies 2002 Bonds"). Proceeds of the Series 2008 Bonds financed the demolition of the'n-existing dining, kitchen and fitrress areas and the constnrction, furnishing and equipping of new dining kitchen and fitness areas and an upgrade of heating/ventilation/air conditioning systems and other facilities and improvements of the Campus. Proceeds of the Series 2002 Bonds financed the acquisition, construction, installation and equipping of health care facilities including assisted living facilities, a parking structure, independent living facilities for the elderly and other supporting service facilities and improvements to the Campus. The Campus is owned and operated by the Corporation and is located at 10015 Royal Oak Road, Sun City, Aizona 85351. Proceeds of the Series 2016 Bonds will also finance certain costs of issuance of the Series 2016 Bonds and of the Refinancing. A-t The Series 2016 Bonds are limited obligations of the Authority papble solely fiom revenues, receipts and security pledged to their paym€nt. The Series 2016 Bonds will not constitute an indebtedness or liability of the Authority, the City of Glendale, Arizona (the "City"), the State of Arizona (the "State"), or any political subdivision of the State, and neither the faith and credit nor ta,ring power of the Authority, the City, the State or any political subdivision of the State has been pledged to payment of the Series 2016 Bonds. The Authority has no taxing power. The public hearing is required by Section 147(f) of the Code. At the time and place set for the public hearing, interested persons will be given the oppornrnity to express their views, both orally and in writing, on the proposed issuance of Series 2016 Bonds, and the location and nature of the proposed refinancing of the Series 2014 Bonds. Written @mments may also be submitted to the law firm of Tobin & Connealn Atte,ntion: Willian P. Connealy, 4250 N. Drinkwater Blvd, #70, Scottsdale, Arizona 85251, RE: Royal Oaks Life Care Community, until twenty-four (24) hours before the time and date of the hearing. Any person who requires special accommodations should contact William P. Connealy at (480) 385-1234. The public hearing will be a joint hearing of the State of Aiznna and the City of Glendale, Arizona. The City will conduct the hearing on behalf of itself and the Sate of Arizona. This notice is dated June 29, 2016. City of Glendale State of Arizona I 19735358v3 A-2 ne'sotutroN No. 2og3 NEt{ SERIES A RESOLUTION OF TTIE COUNCIL OF THE CITY OFcLENDALE, MARrcopA counry, enrzoiinr AUTEoRrz_IIIG TSE FORI{ATION OF TNE iNDUStNiili DE,IIELOP-f,tENT AUTRORTfT oF TnE--CITr OF Cr.iiionr,er ARr-ZONAr AND DECLARTNG aH El.|encinci-.'-' HBEREAS' the ttayor and councrl of the crty of Glendare,Arlzona, have recelvtd and duly consia"i"i in" appllcatlon,g gopy of shlch ls annexed he-rito as extttbf i A, of Thorras B.ogdenl l{tlltan V. Toops and Trrorulg-it. iiiiiiiirry, "i"r,-'i'airiquallfled elecror of "rhe ctry,- whictr-"ipiiiitton ts dated{y!g 8r r?gz, and wes ftled i_ittr arG cii;'ii accoraance wtrhTltle 9'.chapter rr. Arrzona nevts;J i[itui"", as amended,for pernlsslon to. rncorporare an tnausiiiii-ceu"i"il;;;--'corporatlon for. the.ctty tg be-knorrn a"-;iie rndustrlalDevelopnent Authorlty of the ctty oe ci"niiie, Arrzonai. and WnEREAS, the purposg of the Corporatton shall be tocrrry out the purpose- of rhc_Actl !6 dfi;le-inJus[iy-inadevelop trade tn the greater creniaii,-eiiiJn" arer, tostrnulate and enco!:ai: the -produc[ion, iiiliopri"l'aiJ useof agrlcultural produits and-na3uraf iisouiics, to asslst,frnanclarlv and orherrrg!r -tn ure iirriuriii;ia;n,-"ipiiiionand devetppncnt of all klnde oe buiin"iril-ino tndugtrtesnhtch rtlr promote and assure Jo! "pp_"itiitEii",-'t6-iiiiir"the constructlon, tnprovenent-ind "qiippt;g-oe ieside;at;i-real property for dnetllng unlte and [b-pl6"ote and aseurean lnproved grandard of tlvtng and an-tnEi"il" rn-prosp"iityand healthl and *RERaAS, the ulyor and _councrl of the ctty have deter-ntned that lt le rtsi, expedlcnt, advisi6ie-ina tn thepubllc tntereat of. the crly rEl:tfii ippriiaiion-6e-iiproveaand thc per80n8 naklng eati apptlca[roir'ui-authorl,zed toproceed. ctrh rhe tncoiporattoi-of thi-Coiioiitton aapreecrlbed by the Actr- Nol{, TEEREFORET BE rr RESoLVED Bt tBg couNctL oF TBE 9ITt OF GLET|DAIE aa fottosg: SECIION f._ T:t_thc appltcatl,on of Thonas B. Ogden,r{tlltaa v. loopa and Thonag-i. r.rcciidni-cii-pernlsston tolncorporale fn tndustrlal developnent iorporitron for thecltyr to be knorn as 'fhe rndustital D"";id;ent Authorltyof the clty of Glendarc, Arrzona--ba a;a-i['i" herebyapproved, and sald Thonag B. ogdenl niiitii i. toots'andThonag A. r{ccarthy be and they are trereui-iuitorlzed toproceed vtth the -tncorporattoi ot -siia-i6rpji"iion-as-i."- scrlbed ln Tttle 9r Chlpter ll, Artiona-iiifgea-stalutii, "sanendedl and sEcaroN 2. Ttrat the forn of Artlcles of tncorporatlonof the corporatlon annexed hereto as Exhlblt-B-5;-ffi-tili"hereby are approved. SECTION 3. That the fotlotr{ng persons, each of whon isa duly guallfled elector of the.ct[V, "ie-fiireUy eiec-eO--to-serve ag the lnltlal Board of Dtrectors of rtrc industrlalDevelopnent Authorlty of the clty of cienoaie, Arlzona forthe terns set out oppoelte thelr'na,neii------- Term Explres 19 8'l 1986 1988 the tnnedlate operatlon of the provt- Is -necessary for the preservatlon of the safety of the Ctty of Glendaler ro €ro€r- to erlstr and thls Resolutton shall be fron and after lts passage, adoptton and Counctl of the Clty of Glendaler and tt referendun provlstons and laus of the PAssED, ADoPTED AND APPROVED by the ttayor and counctt of the Ctty of Glendale, Marlcopa County, Arlzonar-thls 2{th day of Augustl 1982. ATTESTT LAI'ERGNE BEBI{ Clty Clerk APPROI/ED AS TO F0Rt{r @9.' Edward P. LeGendre Thomas B. Ogden John t{. Seely SECTION 3. I{BEREAS stong of thls Resolutlon publlc peace, health and gency ls hereby declEred tn fult force and effect approval by the t{ayor and ls bereby erenpt fron the Statc of Arlzona. REI,IE}IED 8II STITE OP ARIZONA ' County of t{arlcopal sso . Ctty of Glendalc t lr the undergtgned, Lavergne Behnr belng the duly appotnted, guallfled and actlng ctty clerk of the ctty of Glendaler i,tarlcopa County, Arlzona, certlfy that the foregolng Resolutlon No. 2093 Ner Serles, lg a true, correct and accurati copy of Reso.lutlon No. 2093 New S€rtesr passed and adopted at a rLgular neetlng of the Counctl of the Clty of Glendale, held on the 2{th day of AuEust, L982. at rrhlch a guorun was present and.voted ln-favor of sald Resolutton. 3f+' -Glven under ny hand and seal thlsof Arr+r^tl\ , igaz. fl (sEAtl v day EXHIBIT A June B, 1982 l4ayor and Council of the CitY of Glendale, Arizona c/o City Clerk City of Glendale, Arizona 7022 North 58th Drive Glendale, Arizona 85301 Gentlemen: ?he undersigned, three qualified electors of the City of Glendale, Arizona (the "City"), hereby apply, in accordance with Title 9, Chapter Il, Arizona Revised Stat- utes, as amended (the "Act"), for permission to incorPorate an industrial development corporation for the Cit,y, to be known as the "Industrial Development Authority of the City of Glendale, Arizona". The Corporation shall be formed to carry out the purposes of the Act, to Promote industry and develop trade in the greater Glendale, Arizona area, to stimulate and encourage the production' development and use of agricul- trrral products and natural resources' to assist, financially and otherwise, in the rehabilitation, expansion and develop- ment of aII kinds of businesses and industries which will promote and assure job opportunities, to Promote the con- struction, improvement and eguipping of residential real property for dwelling units and assure an improved standard of living and an increase in prosperity and health. A copy of the proposed Articles of Incorporation, substantially in the form that will be filed with the Arizona Corporation Commission, is submitted herewith as Exhibit A. I The undersigned would very r,r"i[ appreciate your presenting this application to the atten-{ion of the Mayor and Council of the City of Glendale, AriCona for their approval at their neeting on June 8, 1982. Very yours, -\--. ARTICLES OP INCORPORATION OP TEE INDUSTRIAT DEVELOPMENT AUTHORITY OF THE CITY OF GtENDALE, ARIZONA KNOW ALL MEN BY THESE PRESENTS: That w€r the undersigned, whose names and addresses are hereinafter set forth, each of whom is an elector of the City of Glendale, Ari.zona, have this day associated ourselves for the purpose of forning an Industrial Development Authority under the laws of the State of Ar Lzonar and Eoc that PurPose do hereby adopt t,he follow- ing Articles of Incorporation: ARTICLE I The nane of this corPoration shall be THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF GLENDAtE, ARfZONA, and the locatlon of its principal place of business shall be in the City of Glendale, Arizena, but the corpora- tion may have offices at such other places within the State of Arizona as shall be fixed by the board of directors fronr time to tine. ARTICLE II The names and residence addresses of the incorpor- ators, each of whom is a gualified elector of the City of Glendale, Arizona, are as follows: NAI,TE Edward P. LeGendre Thomas B. Ogden John W. Seely POST OFFICE ADDRESS 7520 N. 59th Drive Glendale, Arizona 85302 5110 N. 59th Avenue Glendale, Arizona 85301 8516 W. Belmont Avenue Glendale, Arizona 85301 ARTICLE III The incorporators herein received permission to organize the corporation pursuant to Resolutlon Number , New Serles, duly adopted and approved by theltay6ffiounci1ofthecit}o€61enda1eat.aregu1ir neeting of the governing body held August 24, 1982. ARTICLE IV Thls corporaEion shall perform essential govern- mental functions and its activities shall serve public pur- poses and shall be in furtherance of the health, safety and welfare of the residents of the greater Glendale' Arizona area. The initial purposes for which this corPoration is forned are: I. In the manner and t,o the extent provided in Tit1e 9, Chapter 11, Section 9-1151 et seq., of the Arizona Revised Statutes, as amended, to proffitE-Tndustry and devel- op trade in t,he greater Glendale, Arizona area, to s:imulate aha encourage the production, development and use of agri- cultural products and natural resources, to assistr finan- cially and otherwise, in the rehabilitation, exPansion and developrnent of all kinds of businesses and industries which will promote and assure job opportuniEies and assure an improved standard of living and an increase in prcsperiEy and health; 2. To acquirer own, construct, lease, sell and dispose of all kinds of properties i 3. ?o do any and all things and to exercise any and all powers as provided by Title 9, Chapter 1l' Section 9-1151 et s€9.r Arizona Revised Statutes, Title 9' Chapter L2, secFioi-t22l et S.gg., Arizona Revised Statutesr and Tltle 10, Chapter I' Eection 10-004' Arizona Revised Sta- tutesr as suc.h provisions nay be amended from time to time. ARTICLE V This corporation is a political subdivision of the St,ate of Arizona and shall have all the powers granted to such corporation by law, together with all powers incidental thereto or necessary for the perfornance thereofr includingr wlthout lirnltatlon, the powers provided in Title 9, Chapter 11, Section 9-1151 et seq., Arizona Revised Statutes' Title 9, Chapter L2, Sectlon 9-L22L et S9.., Arizona Revised Sta- t,utesr €rod Title l0' Chapter 1, Section 10-00{, Arizona Revised Statutesr €13 such Prctvisions may be anended front tine to time. ARTTCLE vI The corporatlon shall be a nonProfit corgoration and no part of its net earnings remaining after Palment of its expinses shall inure to the benefit of any individualr firm oi'corporationr except such reasonable conpensation as may properly be paid for services rendered or ProPerty or naterials furnished to the corporation, and no dividends or other pecuniary profits rnay be declared for the benefit of any director or other individual, and no direcEor or officer shall be entitled to participate for profit in any trans- action with the corporation except as hereinabove Pro- vided. No substantial Part of the activities of this cor- poration shall be devoted to carrying on proPaganda for or 6therwise attempting to influence legislation and this cor- poration shall not participate in or intervene in any poli- ticat campaign on behalf of any candidate for public office. ARTICLE VTI The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shal} consist of any nunber of directors, not less than three nor more than nine, all of whon shall be guali- fied as provided by law. The directors shall serve as such without compensation excePt that they shall be reinrbursed for their actual exPenses incurred in the performance. of their duties in the- same nanner as is provided for other state officers. No director shall be an officer or enployee of the City of Glendale, Arizona. Tbe directors shall be elected by-the l.tayor and Council of the City of Glendale, Arizona, lnd they shall be so elected that they shall hold oiiic" ior overlipplng terms. At the tirne of the election of the first board-of dlrectors, the Mayor and Council of the City of Glendale, Arizona shall divide the directors into thlee grouPs contalning as nearly equal whole numbers is possibfe. The first term of the directors included in the first group shall be two years, the first term oE the directors i.ncluded ln the second group shall be four years, ana the first term of the directors included in the third group shall be six years' and thereafter the terns of all direltors shall be six Years. The affalrs of the corporation sha1l be conducte'd bv the board of direetors and such officersr including a piesldent, vice-presidentr -treasut€Er secretaryr-and such 6ther officers as the board of directors shall elect or appoint. The board of directors shall .have the power to aibpt, anend and resclnd bylaws and other rules and regula- tioirs and to apPolnt an executive committee with such poeters as the board ralyr by'resoluEion, delegate to such committee. Meetings held by the Board of Dlrectors shall be held in aceordanie with the provislons of A.R.S. 538-431 et secl. ARTICLE VIII The board of directors of thls corPoration' naned the Mayor and Councll of the City of Glendaler Arizona, resolution adoPted on August 24t !982r are! by by NAt'lE Edward P. LeGendre Thonas B. Ogden John W. Seely ARTICLE IX The City of Glendale, Arizona shall notr in any event, be liable for the paynent of the princtPal of' or interest on'r any bonds of the corporacionr or for the per- formance of any pledge, mortgage, obligation or agreetnent of any kind whatsoever which nay be undertaken by t,he corpora- tion, and none of the bonds of the corporation or any of its agreements or obligatlons shall be construed to constitute an indebtedness or obligation of the City of Glendale' Ari- zona or the SEate of Arizona within the meaning of any con- stitutional or statutory provislon whatsoever. ARTICLE X The Articles of Incorporation nay at any time, and from tirne to time' be amended to nake any changes therein and add any provisions thereto which might have beeh in- cluded in the Articles of fncorporation ln the flrst in- stance, provided that the menbers of the board of directors of the corporatlon first shall file with the Mayor and Coun- cil of the City of Glendaler Arizonar Eo appllcation in writlng seeking permission to anend the Artlcles of Incor- poration, specifytng ln such apPlicatlon the anendrnent pro- bosed to be nade. The Mayor and Council of the City of 6lendale, Arizona, shall conslder such aPplication and, LE it finds and deternlnes tt is wlse, expedient, necessary or advisable that the proposed anendnents be nade, authorizes the same to be mader dod approves the forn of the proposed amendment, then the Persons naking such appllcatlon shall proceed to amend the Articles ln accordance with the pro- irisions of Title 10, Arlzona Revlsed Statutesr 8s io€nded. ARTICLE XI The tinre of the cornnencement of this corporation shall be the day these Articles of Incorporation are narked "filed" by the Arizona Corporation Comnission. The duration of the existence of the corporation shall be PerPetuaL un- less it shall be sooner dissolved pursuant to Title 9r Chap- ter 11, Section 9-1187 of the Arizona Revised Statutes' as araended, in which case the property of the corporaticn l€- rnaining after paynent of its debts and charges shall be TER!,T EXPIRES 1984 1986 1988 POST OFPICE ADDRESS 7520 N. 59th Drive Glendale, Arizona 85302 6110 N. 59th Avenue Glendaler Arizona 85301 5816 w. Belnont Glendale, Arizona 85301 t distributed to and vest in the City of Glendale, Arlzona. ARTICLE XII The private Property of Ehe officers and dlrectors of this corporation shall be exernpt fron liability for its debts and obligations. ARTICLE XITT The affairs of this Corporation shall be conducted on a fiscal year basis. The fiscal year for the CorPoration shall end on the 30th day of June of each year. ARTICLE XIV t{hen the board of directors of the corporation, by resolutionr shall deternine that the.purposes for ehlch the corporation was forned have been substantially cotuplled with and that all bonds theretofore lssued and all obligations theretofore incurred by the corporation have been fully pald, the nenbers of the board of directors of the corpora- tion shall thereupon dlssolve the corPoration ln accordanee with the provisions of Tltle 10 of the Arizona Revlsed Sta- tutesr ?s dn€nded. ARTICLE XT' Statutory Aqent. l{illian F. Wllder, whose address is: r01 m Phoenlxr Arizonar 85003 is hereby appolnted agent of the corporation upon whon all notices and processesr inlcuding service of sunmons, nay be served, and servlce upon such agent shall be lawful personal service on the corporatlon. Thls appolntnent nay be revoked at any tirne by the filtng of the appointnent of, another agent as provided by law. we the undersigned have slgnedIN WTTIIESS WBEREOF, our names thls daY of L982. -5- STATB County peared and OF ARIZONA of !!aricopa Before me, ) ) ss. ) the undersigned officerr p€tsonally ap- persons who executed the foregoing Articles Incorporation, and acknowledged to me that same for the purposes therein expressed. IN WITNESS WEEREOP, f hereunto set my hand official seal this day of Notary Publlc , known to ne to be the of they executed the and 1982. -6-