Minutes - 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
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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
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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throughout, and which Resolution has not been amended, repealed or modified in any respect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.
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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.
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