ARIZONA AUTISM 2021 - SUMMARY OF PROJECT.PDF

A P R O F E S S I O N A L C O R P O R A T I O N
3200 North Central Avenue, Suite 1600
Phoenix, Arizona 85012
P 602.440.4800 F 602.257.9582
www.rcalaw.com
John J. Fries
Direct Line: 602-440-4819
Direct Fax: 602-257-6919
E-mail: jfries@rcalaw.com
July 8, 2021
To: Board of Supervisors Board of Directors
Maricopa County, Arizona The Industrial Development Authority
of the County of Maricopa
Re: Not to Exceed $17,000,000 – The Industrial Development Authority of the
County of Maricopa Education Revenue Bonds (Social Bonds - Arizona
Autism Charter Schools Project), Series 2021
Ladies and Gentlemen:
At the Authority Board meeting on July 13, 2021, the Authority Board will be
asked to grant final approval to the financing for the Arizona Autism Charter Schools Project and
to adopt a resolution authorizing the issuance and sale of the bonds as described above (the
“2021 Bonds”). This letter provides a summary of the proposed financing.
THE AUTHORITY
The Authority is an Arizona nonprofit corporation, formed with the permission of
Maricopa County and incorporated under and pursuant to the Arizona Industrial Development
Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the “Act”), and the
Authority is designated by law to be a political subdivision of the State of Arizona.
ARIZONA AUTISM
Arizona Autism Charter Schools, Inc. (“Arizona Autism”), is an Arizona
nonprofit corporation and a tax-exempt organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended. Arizona Autism operates charter schools that focus
on the educational needs of children with autism in grades K through 12. Arizona Autism
currently operates an elementary school at 4125 North 14th Street in Phoenix, Arizona (the
“Main Campus”); and (b) a middle school and a high school at 1445 East Indian School Road,
Phoenix, Arizona (the “Indian School Campus”).
THE PROJECT
Arizona Autism seeks additional financing of not to exceed $17,000,000 for use
in connection with operation and development of its charter schools as follows:
4822027

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
July 8, 2021
Page 2
(1) to acquire, develop, renovate and equip a new charter school at 11039
West Olive Avenue, Peoria, Arizona (the “Westside Campus”), serving grades K-8. The
Westside Campus will consist of approximately 8.86 acres, with currently existing 38,000 square
feet of space that is designed for use as a charter school. Arizona Autism will purchase the real
property for the Westside Campus for $8,000,000 from an unrelated third party and lease that
property back to the owner for one year. Arizona Autism will seek to open its charter school for
autistic children the following school year.
(2) to expand and improve its existing facilities, including the renovation of
the first floor and basement at the Main Campus.
(3) to finance the cost of acquiring 1.05 acres and an approximately 18,144
square foot building at Indian School Campus that Arizona Autism currently leases from the Jose
G. Diaz Trust (“Trust”), a related party to Arizona Autism’s Executive Director, Diana Diaz. As
part of the original plan of finance for the 2020 Bonds, Arizona Autism entered into a contract
for the sale and lease back of the Indian School Campus from an unrelated third-party to reduce
its debt load. When this unrelated purchaser backed out of the sale/leaseback transaction weeks
prior to the close, the Trust stepped in and purchased the Indian School Campus and leased it
back to Arizona Autism for five years (plus options to extend) on the same terms and conditions
that had been negotiated with the unrelated purchaser. Arizona Autism now seeks to repurchase
the Indian School Campus from the Trust for $2,150,000, which is below its current appraised
value of $2,800,000.
(4) to fund any required reserve funds;
(5) to pay capitalized interest on the 2021 Bonds, if any; and
(6) to pay certain expenses relating to issuance and sale of the 2021 Bonds
(collectively, the “Project”).
NOTIFICATION TO ARIZONA ATTORNEY GENERAL
As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the
Authority will notify the Arizona Attorney General of the Authority’s intention to issue the 2021
Bonds for the Project.
ALLOCATION FOR TAX EXEMPT FINANCING
No allocation of the Arizona “volume cap” is required for the issuance of the
2021 Bonds since the 2021 Bonds are being issued and treated as governmental bonds that are
exempt from the requirements of obtaining volume cap.

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
July 8, 2021
Page 3
FINANCING PARTICIPANTS
The major participants in the financing are as follows:
Issuer: The Industrial Development Authority of the County of
Maricopa
Issuer Counsel: Ryley Carlock & Applewhite, a professional corporation
Borrower: Arizona Autism Charter Schools, Inc.
Bond Trustee: U.S. Bank, NA
Master Trustee: U.S. Bank, NA
Bond Underwriter: RBC Capital Markets, LLC
Bond Counsel: Engelman Berger, PC
Arizona Autism Counsel: Warren Charter Law, PLC
Bond Underwriter Counsel: Ballard Spahr, LLP
PRINCIPAL FINANCING DOCUMENTS
Document Parties
Bond Indenture (the “Indenture”) Issuer and Trustee
Loan Agreement (the “Loan Agreement”) Issuer and Arizona Autism
Deeds of Trust, Security Agreement, Assignment of Arizona Autism
Rents and Leases and Fixture Filing (the “Deeds of
Trust”)
Master Indenture of Trust Arizona Autism and Master
Trustee
Supplemental Master Indenture for Obligation No. 2 Arizona Autism and Master
Trustee
Preliminary and Final Limited Offering Memorandum Arizona Autism and Bond
Underwriter

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
July 8, 2021
Page 4
Tax Certificate and Agreement Issuer and Arizona Autism
Various assignment of contract instruments Arizona Autism
Bond Purchase Agreement Arizona Autism, Issuer and Bond
Underwriter
PLAN OF FINANCING
The 2021 Bonds will be issued in one or more tax exempt and taxable series in an
aggregate principal amount of not to exceed $17,000,000.
The 2021 Bonds will be issued under and pursuant to the terms and provisions of
the Bond Indenture. The proceeds from the sale of the 2021 Bonds will be loaned by the
Authority to Arizona Autism pursuant to the terms of the Loan Agreement. Arizona Autism and
Master Trustee will enter into a Supplemental Master Indenture for Obligation No. 2 which,
together with the Loan Agreement, will evidence the obligations of Arizona Autism to make loan
repayments in amounts necessary to pay the principal and interest on the 2021 Bonds on their
respective due dates.
The obligations of Arizona Autism to make periodic loan repayments as well as to
perform the other obligations of Arizona Autism as set forth in the Loan Agreement will be
secured by the Deeds of Trust that will encumber its property.
The 2021 Bonds will be underwritten by the Bond Underwriter and offered by it
for sale in a public offering.
Finally, the Tax Certificate and Agreement will be executed by the Bond Issuer
and Arizona Autism to evidence various agreements aimed at establishing and preserving the tax
exempt status of the 2021 Bonds.
FINAL APPROVAL
At the Authority Board meeting on July 13, 2021, the Authority Board will be
asked by Arizona Autism to grant final approval to the application for financing and to adopt a
resolution authorizing the issuance and sale of the 2021 Bonds.
BOARD OF SUPERVISORS APPROVAL
If the Authority Board acts to grant final approval for the financing and to adopt a
resolution authorizing the issuance and sale of the 2021 Bonds, the Maricopa County Board of
Supervisors will be requested, at its meeting on August 4, 2021 to act as required by law to adopt

Board of Supervisors
Maricopa County, Arizona
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
July 8, 2021
Page 5
a resolution approving the proceedings of the Authority for the issuance of the Bonds. The Main
Campus and Indian School Campus are located in Supervisorial District 3 and the Westside
Campus is located in Supervisorial District 4.
Under the provisions of the Act, specifically A.R.S. § 35-721.B., the proceedings
under which the Bonds of the Authority are to be issued require the approval of the Maricopa
County Board of Supervisors for each issuance of bonds.
Under the provisions of the Act, specifically A.R.S. § 35-742, Maricopa
County is not in any event liable for the payment of principal or interest on bonds issued by
the Authority or for the performance by the Authority of any pledge, mortgage, obligation
or agreement of any kind undertaken by the Authority and bonds of the Authority or any
of its agreements or obligations shall not be construed to constitute an indebtedness of
Maricopa County within the meaning of any constitution or statutory provision.
TRANSACTION CLOSING
If the required approvals of the Authority Board and the Maricopa County Board
of Supervisors are received, it is currently anticipated that the 2021 Bonds will be issued in
September, 2021. At the time the 2021 Bonds are issued, it is anticipated the designated Bond
Counsel will deliver its written opinion to the effect the Bonds have been validly issued and that
as to the portion of the 2021 Bonds designated as being tax-exempt, the interest on the 2021
Bonds is exempt from federal and Arizona income taxation and that as to the portion of the 2021
Bonds that are not designated as tax-exempt, the interest on such 2021 Bonds will be exempt
from Arizona income taxation. Any pre-development loan will be paid at closing.
LEGAL COUNSEL RECOMMENDATION
As counsel to the Authority, we have reviewed drafts of the principal financing
documents, we have been advised that these documents are now in substantially final form, and
based upon our review of such and our review of the proceedings to date relating to the proposed
issuance of the 2021 Bonds, we believe the financing documents and proceedings are in
substantial conformance with the policies and guidelines of the Authority and are in both form
and substance acceptable for the Authority Board and Maricopa County Board of Supervisors to
act upon and that the Resolution presented to the Authority Board relating to authorizing the
issuance and sale of the 2021 Bonds, and related matters, and the Resolution of the Maricopa
County Board of Supervisors will be asked to adopt are in form and substance acceptable for the
adoption.