ADDITIONAL INFORMATION.PDF

———————— 8687 East Via de Ventura

www.mcida.com Ss

Janis L. Larson od
janis@mcida.com none
602-834-5226 x 1 us

May 9, 2023 2

Ms. Juanita Garza, Clerk

Board of Supervisors, Maricopa County
301 West Jefferson, 10th Floor
Phoenix, Arizona 85003-2148

Re: Not to Exceed $6,000,000 The Industrial Development Authority of the
County of Maricopa Education Revenue Bonds (Villa Montessori, Inc.
Project), Series 2023; C-18-23-121-X-00

Dear Ms. Garza:

On May 9, 2023, the Board of Directors of The Industrial Development Authority
of the County of Maricopa (the “Authority”) adopted a resolution authorizing and approving the
issuance of the above-referenced bonds. A copy of the approved resolution is included for the
records of Maricopa County.

As you and the Board of Supervisors are aware, the approving action of the
Authority requires the approval of the Board of Supervisors.

We requested to be on the Board of Supervisors’ agenda for the May 24, 2023,
meeting (your number C-18-23-121-X-00), and, in this regard, a copy of the proposed resolution
to be considered and adopted by the Board of Supervisors is included herein.

A public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986,
as amended (the “Code”), relating to the issuance of the bonds, will not be required.

Finally, I am including a copy of a summary of the project prepared by our legal
counsel, John Fries, dated May 2, 2023, which provides more details of the planned financing.

Please let me know if you have any questions and, as always, we appreciate the
assistance you provide.
Yours very truly,

[tei Larson <

Administrator

Enclosures

cc: Maricopa County Board of Supervisors
Ms. Andrea Cummings
Ms. Shelby Scharbach

tM

Final Version

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF
MARICOPA AUTHORIZING THE ISSUANCE AND SALE OF ONE OR
MORE SERIES OF ITS TAX-EXEMPT AND/OR TAXABLE
EDUCATION REVENUE BONDS (VILLA MONTESSORI, INC.
PROJECT), SERIES 2023, IN AN AGGREGATE ORIGINAL PRINCIPAL
AMOUNT OF NOT TO EXCEED $6,000,000 AND RELATED MATTERS

WHEREAS, The Industrial Development Authority of the County of Maricopa
(the “Authority”), is an Arizona nonprofit corporation designated as a political subdivision of the
State of Arizona (the “State”), incorporated with the approval of Maricopa County, Arizona
(the “County”), pursuant to the provisions of the Constitution of the State and under the
Industrial Development Financing Act, Arizona Revised Statutes §§ 35-701 through 761
inclusive, as amended (the “Act”); and

WHEREAS, the Authority is authorized and empowered, among other things, to issue
revenue bonds for the purposes set forth in the Act, including the making of secured and
unsecured loans to finance or refinance the acquisition, construction, improvement, equipping or
operating of a “project” (as defined in the Act), whenever the Board of Directors of the Authority
(the “Board of Directors”) finds such loans to further advance the public interest; and

WHEREAS, Villa Montessori, Inc. (the “Borrower”), an Arizona nonprofit corporation
that operates a charter school established under Arizona Revised Statutes Title 15, Chapter 1,
Article 8, as amended, has requested that the Authority issue its revenue bonds for the purpose of
assisting the Borrower in financing the costs of acquiring the real property and existing
improvements located at 2927 East Campbell Avenue in Phoenix, Arizona, including the
property at 4429 North 29" Street, and constructing, renovating, improving and equipping, as
applicable, additional improvements thereon (together, the “Series 2023 Facilities”) for use in
connection with operation of its charter school; and

WHEREAS, in furtherance of the purposes and interests of the Authority under the Act,
the Authority proposes to issue one or more series of its tax-exempt and/or taxable Education
Revenue Bonds (Villa Montessori, Inc. Project), Series 2023 (the “Bonds”), in an aggregate
original principal amount of not to exceed $6,000,000, the proceeds of which will be loaned to
the Borrower to (a) pay the costs of acquiring, constructing, renovating, improving and
equipping, as applicable, the Series 2023 Facilities, (b) fund any required reserve funds, (c) pay
capitalized interest on the Bonds, if any, and (d) pay certain expenses relating to issuance of the
Bonds (collectively, the “Project”); and

WHEREAS, the Bonds will be issued pursuant to a Bond Indenture, to be dated as of the
first day of the month in which the Bonds are issued (the “Bond Indenture”), between the
Authority and Computershare Trust Company, National Association, as trustee (the “Bond
Trustee”), and the proceeds of the Bonds will be loaned to the Borrower pursuant to a Loan
Agreement, to be dated as of the first day of the month in which the Bonds are issued (the “Loan
Agreement”), between the Authority and the Borrower; and

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WHEREAS, the Bonds will be payable from the trust estate established under the Bond
Indenture, which will include (a) payments owed by the Borrower on one or more series of Villa
Montessori Obligation No. 1 (“Obligation No. 1”), to be issued and executed by the Borrower
and delivered to the Bond Trustee pursuant to the Master Indenture of Trust, to be dated as of the
first day of the month in which the Bonds are issued (the “Master Indenture”), between the
Borrower, as the sole initial member of the Obligated Group (as defined in the Master
Indenture), and Computershare Trust Company, National Association, as master trustee
(the “Master Trustee”), as supplemented by the Supplemental Master Indenture for Obligation
No. 1, to be dated as of the first day of the month in which the Bonds are issued
(the “Supplemental Master Indenture No. 1”), and payable from the trust estate established under
the Master Indenture, which will include (i) the revenues of the School (as defined under the
Master Indenture), (ii) one or more deeds of trust, security agreements, assignments of rents and
leases, and fixture filings to be executed concurrently with issuance of the Bonds by the
Borrower (the “Deed of Trust”), and (iii) certain funds established under the Master Indenture
and held by the Master Trustee, and (b) the debt service reserve fund and certain other funds
established under the Bond Indenture and held by the Bond Trustee; and

WHEREAS, the Bonds will be sold by RBC Capital Markets, LLC, as underwriter
(the “Underwriter”), pursuant to a bond purchase agreement (the “Bond Purchase Agreement”),
among the Authority, the Borrower and the Underwriter, and the Underwriter will distribute to
investors a Preliminary Offering Statement (the “Preliminary Offering Statement”), which,
together with certain changes thereto, will become the final Offering Statement, relating to the
Bonds and describing the transaction (the “Offering Statement”); and

WHEREAS, there have been prepared and presented to the Board of Directors of the
Authority substantially final forms of the following documents which the Authority proposes to
approve or authorize (collectively, the “Documents”):

(a) _ the Bond Indenture, including the initial forms of the Bonds;
(b) the Loan Agreement;

(c) the Master Indenture and the Supplemental Master Indenture No. 1, including the
forms of Obligation No. 1;

(d) the Deed of Trust;
(d) the Bond Purchase Agreement; and
(e) the Preliminary Offering Statement.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of The Industrial
Development Authority of the County of Maricopa, as follows:

Section 1. Ratification of Actions. All actions (not inconsistent with the provisions
of this Resolution) heretofore taken by or at the direction of the Authority and its directors,
officers, counsel, advisors, or agents directed toward the issuance and sale of the Bonds, are
hereby approved and ratified.

Section 2. Findings. The Board of Directors finds and determines that the issuance
of the Bonds and the making of a loan to the Borrower for the purpose of financing and/or

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refinancing all or a portion of the cost of the Project and the costs and expenses incidental
thereto, are in furtherance of the purposes and interests of the Authority and the Act, are in the
public interest, will provide a benefit within the State, and that the Project will constitute a
“project” within the meaning of the Act.

Section 3. Authorization and Terms of Bonds. The Bonds, which shall be named as
set forth herein or as otherwise set forth in the Bond Indenture, are hereby approved and
authorized to be issued pursuant to a plan of finance in an aggregate principal amount of not to
exceed $6,000,000, to be dated, to mature (no later than 40 years after their date of issuance), to
bear interest (not in any event to exceed 10 percent per year), to be subject to redemption, to be
payable as to principal and interest, and with such other terms, all as provided in the executed
Bond Indenture and the Bond Purchase Agreement.

Section 4. Special Limited Obligations. The Bonds shall be payable solely from the
property held and receipts and revenues received by or on behalf of the Authority pursuant to the
Bond Indenture and the Loan Agreement. Nothing contained in (a) this Resolution, (b) the
Documents, or (c) any other agreement, certificate, document, or instrument executed in
connection with the issuance of any of the Bonds shall be construed as obligating the Authority
(except as a special limited obligation to the extent provided in such documents or instruments)
or obligating the County, or the State to pay the principal of or premium, if any, or interest on the
Bonds, or as incurring a charge upon the general credit of the Authority, the County or the State,
nor shall the breach of any agreement contemplated by this Resolution, the Documents, or any
other instrument or documents executed in connection herewith or therewith impose any charge
upon the general credit of the Authority, the County or the State. The Authority has no taxing
power.

Section 5. Other Bonds. Prior to the issuance of the Bonds, the Authority has or will
have issued, and subsequent to the issuance of the Bonds, the Authority may issue, bonds in
connection with the financing of other projects (the “Other Bonds”). Any pledge, mortgage, or
assignment made in connection with the Other Bonds shall be protected, and any funds pledged
or assigned for payment of principal of or premium, if any, or interest on the Other Bonds shall
not be used for the payment of principal of or premium, if any, or interest on the Bonds. Any
pledge, mortgage, or assignment made in connection with the Bonds shall be protected, and no
funds pledged or assigned for the payment of the Bonds shall be used for the payment of
principal of or premium, if any, or interest on the Other Bonds.

Section 6. Conditions. The Bonds shall not be issued unless and until:

(a) The Borrower fully complies with all applicable provisions of the
Authority’s Procedural Policies and Financing Application Guidelines, adopted July 17, 2018
(the “Procedural Guidelines”), relating to the issuance and sale of the Bonds.

(b) Prior to closing, the Borrower shall make arrangements satisfactory to the
Authority as to the payment of the Authority’s administrative fee.

(c) The Arizona Attorney General does not disapprove the issuance of the
Bonds in the manner contemplated by Arizona Revised Statutes § 35-721.

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(d) On or prior to the closing, the Authority shall receive an opinion from
Bond Counsel, in a form acceptable to the Authority, to the effect that interest on any tax-exempt
series of the Bonds will be exempt from federal and State income taxes.

(e) On or prior to closing, the Borrower shall deliver an opinion or opinions,
addressed and in form acceptable to the Authority, to the effect that any offering materials
distributed in connection with the offer and sale of the Bonds are correct and complete in all
material respects, and do not contain any untrue statements of material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

(f) If the Bonds are to be offered publicly, the Authority must either
(i) receive evidence of an investment grade rating on the Bonds from a nationally recognized
rating agency or (ii) receive investment letters from the initial purchaser(s) (or the equivalent
representations from the underwriter) in form and substance satisfactory to the Authority’s legal
counsel, and any subsequent transfers of the Bonds must be limited to “accredited investors”
within the meaning of Rule 501 of Regulation D or “qualified institutional buyers” within the
meaning of Rule 144A, promulgated under the Securities Act.

(g) The Authority, its officers and directors, and the County, must be provided
with full indemnification in connection with the issuance and sale of the Bonds, in form and
substance satisfactory to the Authority’s legal counsel, from a credit-worthy source acceptable to
the Authority.

(h) Legal counsel to the Authority must receive such documents, legal
opinions, certificates and other proceedings as are necessary and advisable to evidence
compliance by the Borrower, the Underwriter and other financing participants with the
Authority’s policies and procedures and applicable federal and State laws.

(i) Prior to closing, the Borrower must submit final copies of all the required
legal opinions, certificates, documents and other proceedings required herein. All legal opinions,
certificates, documents and other proceedings will be in compliance with the provisions hereof
only if they are in all material respects satisfactory to the Authority’s legal counsel as to which
the legal counsel shall act reasonably.

qj) All requirements of the Internal Revenue Code of 1986, as amended
(the “Code”’) must be satisfied prior to closing.

(k) The Board of Supervisors of the County has approved the proceedings
under which the Bonds are to be issued.

Section 7. Authority Documents; Additional Documents. The forms, terms, and
provisions of each of the Documents, in the forms of such Documents (including the exhibits
thereto) presented to this meeting, are hereby approved, with such insertions, deletions, and
changes as are approved by the officers authorized to execute the Documents (which approval
will be conclusively established by their execution and/or delivery thereof), Upon satisfaction of
the conditions set forth in Section 6 hereof, the Authority’s President, Vice President,
Secretary/Treasurer and Executive Director (each an “Authorized Officer”) are each hereby
authorized to execute and/or deliver each of the Documents and any and all additional
agreements, certificates, documents and other instruments, in forms satisfactory to the
Authority’s legal counsel, to carry out the purposes and intent of this Resolution or relating to the

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issuance of the Bonds, including a tax certificate and any and all documents required under the
Code or the Act. From and after the execution and delivery of each of the Documents, the
officers, agents, employees and Executive Director of the Authority are hereby authorized,
empowered and directed to do all such acts and things and to execute all such documents,
certificates and assignments as may be necessary to carry out and comply with the provisions of
each of the Documents (as executed and delivered), including, from time to time, to execute, on
behalf of the Authority, any subsequent amendments, waivers or consents entered into or given
in accordance with the Documents.

Section 8. Sale of Bonds; Authentication. The sale of the Bonds to the Underwriter
pursuant to the terms and provisions of the Bond Purchase Agreement is hereby authorized and
approved. Any Authorized Officer is hereby authorized to execute and deliver to the Bond
Trustee a written order of the Authority for the authentication and delivery of the Bonds by the
Bond Trustee to the Underwriter.

Section 9. Further Actions. The officers, the agents, the employees and the
Executive Director of the Authority, upon satisfaction of the conditions set forth in Section 6
hereof, shall take all action necessary or reasonably required to carry out, give effect to and
consummate the transactions contemplated hereby, including without limitation, the execution
and delivery of the closing and other documents required to be delivered in connection with the
issuance, sale and delivery of the Bonds.

Section 10. Open Meeting Laws. It is found and determined that all formal actions of
the Authority and its Board of Directors concerning and relating to the adoption of this
Resolution were adopted in an open meeting and that all deliberations that resulted in those
formal actions were in meetings open to the public, in compliance with all legal requirements of
the State and the Authority.

Section 11. Offering Statement. The lawful use and distribution by the Underwriter of
the Preliminary Offering Statement and the Offering Statement relating to the original issuance
of the Bonds and any amendments thereof or supplements thereto, are hereby authorized. Except
for information contained in the Preliminary Offering Statement and Offering Statement under
the headings “THE ISSUER” and “LITIGATION,” as such information relates to the Authority,
the Authority has not confirmed, and assumes no responsibility for, the accuracy, sufficiency or
fairness of any statements in the Preliminary Offering Statement and Offering Statement or any
amendments thereof or supplements thereto, or in any reports, financial information, offering or
disclosure documents or other information relating to the Project, the Borrower, the Obligated
Group or the history, businesses, properties, organization, management, financial condition,
market area or any other matter relating to the Borrower, the Obligated Group, the Project or
otherwise contained in the Preliminary Offering Statement and Offering Statement.

Section 12. Public Hearing. All actions of the Authority heretofore taken or to be
taken, in consultation with and at the direction of the Borrower and Bond Counsel, regarding a
public hearing on the plan of financing of the “Project” and the proposed issuance of the Bonds,
as required by Section 147(f) of the Code, and the publication of a public notice of the hearing in
such form as approved by the Borrower and Bond Counsel, are hereby ratified and approved.

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Section 13. Irrepealability. After the Bonds are delivered by the Authority to the
Underwriter upon receipt of payment therefor, this Resolution shall be and remain irrepealable
until the Bonds and interest thereon shall have been fully paid, canceled, and discharged.

Section 14. No Personal Liability. The members of the Board of Directors of the
Authority and any director, officer, official, employee or agent of the Authority shall not be
subject to any personal liability or accountability by reason of the issuance of the Bonds. The
liability of the Authority with respect to the Documents, or any other document executed in
connection with the transactions contemplated hereby, shall be limited as provided in the Act and
such Documents.

Section 15. Severability. If any section, paragraph, clause, or provision of this
Resolution shall, for any reason, be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause, or provision shall not affect any of the
remaining provisions of this Resolution.

Section 16. Waiver. Any provisions of the Authority’s Bylaws, Procedural
Guidelines, or prior resolutions inconsistent herewith are waived to the extent only of such
inconsistency. This waiver shall not be construed as repealing any such Bylaws, Procedural
Guidelines, or resolution or any part thereof.

Section 17. Headings. Subject headings included in this Resolution are included for
purpose of convenience only and shall not affect the construction or interpretation of any of its
provisions.

Section 18. Notice. Notice of Arizona Revised Statutes Section 38-511 is hereby
given. The provisions of that statute by this reference are incorporated herein to the extent of
applicability to matters contained herein under the laws of the State.

Section 19. Resolution Not_to be Construed_as Providing Advice Concerning
Municipal Securities. None of this Resolution, any of the Documents or any action taken by the
Authority, any member of the Board of Directors, the Executive Director or the Authority’s
counsel in connection with issuance of the Bonds is intended to provide, and shall not be
construed as providing, advice of any kind to the Borrower with respect to the issuance of the
Bonds for purposes of 15 United States Code Section 780-4(e)(4)(A)(@). The Authority is a
conduit issuer and none of the Authority, the Board of Directors, the Executive Director or the
Authority’s counsel is acting or will act as a municipal advisor, financial advisor or fiduciary to
any party involved in the issuance of the Bonds.

Section 21. Effective Date. This Resolution shall be effective immediately.

[Signature page follows. ]

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Adopted and approved on May 9, 2023.

THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF MARICOPA

Authorized Officer

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