ARIZONA AUTISM 2021 - ADDITIONAL SUPPORTING DOCUMENTS.PDF

RYLEY CARLOCK A PROFESSIONAL CORPORATION
3200 North Central Avenue, Suite 1600
Phoenix, Arizona 85012
Attorneys P 602.440.4800 F 602.257.9582
Offices in Arizona, Colorado & Michigan
www.rcalaw.com
John J. Fries
Direct Line: 602-440-4819
Direct Fax: 602-257-6919
E-mail: jfries@rcalaw.com
July 28, 2021
HAND-DELIVERED
Ms. Juanita Garza, Clerk
Board of Supervisors, Maricopa County
301 West Jefferson, 10th Floor
Phoenix, Arizona 85003-2148
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 — C-18-22-108-X-00
Dear Ms. Garza:
On July 13, 2021, 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 tax-exempt 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 August 4, 2021 meeting
(your number C-18-22-108-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.
Also included is a copy of the Notice of Public Hearing with respect to the public
hearing that was conducted on July 28, 2021 as required by Section 147(f) of the Internal
Revenue Code.
Finally, I am including a copy of my report letter, dated July 8, 2021, 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,
John J. Prius
Enclosures
ce: Maricopa County Board of Supervisors
Ms. Andrea Cummings
Ms. Shelby Scharbach
4836484.1
07/28/21

THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
REPORT OF PUBLIC HEARING WITH RESPECT TO
NOT TO EXCEED $17,000,000
OF
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
EDUCATION REVENUE BONDS
(SOCIAL BONDS — ARIZONA AUTISM CHARTER SCHOOLS PROJECT)
SERIES 2021
On Wednesday, July 28, 2021, commencing at approximately 9:30 a.m., MST, the
undersigned, on behalf of The Industrial Development Authority of the County of Maricopa
(the “Authority”), conducted a Public Hearing pursuant to the requirements of Section 147(f) of
the Internal Revenue Code of 1986, as amended, regarding the proposed issuance by the
Authority of its Education Revenue Bonds (Social Bonds — Arizona Autism Charter Schools
Project), Series 2021 (the “Bonds”), in one or more tax-exempt and/or taxable series, in an
aggregate principal amount not to exceed $17,000,000.. The Public Hearing was held
telephonically via the toll-free dial-in number of 1-800-322-6099, entering code 9596846 and
pressing #.
The Notice of Public Hearing was published on the MCIDA.com website on July 14,
2021, and a copy of the proof of publication of Notice of Public Hearing is attached to this
report.
At the time and place set for the Public Hearing, I announced that the Public Hearing was
opened and asked if there were interested persons wishing to comment and be heard with respect
to the proposed issuance of Bonds.
No persons appeared at the Public Hearing requesting to comment or be heard with
regard to the matters for which the Public Hearing was conducted and no written comments or
submissions were received prior to the Public Hearing, whereupon I declared the Public Hearing
closed.
DATED: July 28, 2021.
Se
oft
John J. Fries, Legal Counsel
The Industrial Development Authority
of the County of Maricopa
4832688.1
07/28/21

CERTIFICATE OF POSTING PUBLIC HEARING NOTICE
The notice of public hearing (the “Notice”) attached hereto as Exhibit A was published
on the website of The Industrial Development Authority of the County of Maricopa (the
“Authority”) located on the Home Page at http://www.mcida.com on July 14, 2021. The Notice
was published in an area of the Authority’s website that is used to inform the residents of
Maricopa County, Arizona about public hearings to be held by the Authority affecting the
residents and that is clearly identified and accessible to members of the general public seeking
information concerning the plan of finance described in the Notice. Evidence of the website
publication of the Notice is included with Exhibit B attached hereto. The Notice remained
published on the Authority’s website continuously through the date of the public hearing
described in the Notice.
IN WITNESS WHEREOF, the undersigned, on behalf of the Authority, has set her hand
as of the date first written above.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA
Janis L. Larson |
Administrator
4832709.1
07/14/21

EXHIBIT A
TO CERTIFICATE OF PUBLICATION
NOTICE OF PUBLIC HEARING
(Attached)

NOTICE OF PUBLIC HEARING
PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held telephonically by an
authorized representative of The Industrial Development Authority of the County of Maricopa
(the “Issuer”) on July 28, 2021, commencing at 9:30 a.m., MST, via the toll free dial-in number of 1-800-
322-6099, enter code 9596846 and press #, regarding the Issuer’s Education Revenue Bonds (Social
Bonds - Arizona Autism Charter Schools Project), Series 2021 (the “Bonds”) to be issued in an aggregate
principal amount not to exceed $17,000,000, in one or more tax-exempt and/or taxable series, pursuant to
a plan of finance.
The proceeds of the Bonds will be used to make a loan to Arizona Autism Charter Schools, Inc.,
Arizona nonprofit corporation and an organization described in 501(c)(3) of the Internal Revenue Code
an
of 1986, as amended (the “Code”), as borrower (the “Borrower”), to (i) with an estimated $6,550,000
principal amount, finance the cost of constructing, improving and equipping its charter school
aggregate
facilities comprised of an approximately 63,541 square-foot, three-story building (with a partial
approximately 3.56 acres of land located at 4125 North 14" Street in Phoenix, Arizona
basement) on
(the “Main Campus”), (ii) with an estimated $2,750,000 aggregate principal amount, finance the cost of
acquiring and improving charter school facilities comprised of an approximately 17,894 square-foot, two-
building on approximately 1.05 acres of land located at 1445 East Indian School Road, Phoenix,
story
Arizona (the “Indian School Campus”) and (iii) with an estimated $7,700,000 aggregate principal amount,
finance the costs of acquiring and improving charter school facilities comprised of approximately
8.86 acres of land with approximately 38,000 square feet of building improvements located at
11039 West Olive Avenue, Peoria, Maricopa County, Arizona, (the “Westside Campus” and, together
with the Main Campus, and the Indian School Campus, the “Facilities”) (including in each case, allocable
amounts to fund certain costs of issuance, capitalized interest and reserve funds in connection therewith).
The Facilities financed with the proceeds of the Bonds will be owned and operated by the Borrower.
The principal of, premium, if any, and interest on the Bonds will not constitute a debt or liability
of the Issuer, Maricopa County, Arizona, the State of Arizona, or any political subdivision of the State of
Arizona, or a charge against their general credit or any taxing powers, but shall be payable solely from the
sources provided for in the proceedings pursuant to which the Bonds are issued.
This public notice is published pursuant to the requirements of Section 147(f) of the Code. Any
interested attend or send written comments and express his or her view with respect to the
person may
Bonds and the location and nature of the Facilities to be financed. Any written comments should be
submitted to The Industrial Development Authority of the County of Maricopa c/o Maricopa County,
10th Floor, 301 West Jefferson, Phoenix, Arizona 85003, Attention: President, and clearly marked:
“Arizona Autism Charter Schools”. Written submissions should be mailed in sufficient time to be
received before the time of the hearing.
DEVELOPMENT
THE INDUSTRIAL
AUTHORITY OF THE COUNTY OF MARICOPA
4832690.1
07/14/21

EXHIBIT B
TO CERTIFICATE OF PUBLICATION
EVIDENCE OF PUBLICATION
(Attached)

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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 (SOCIAL BONDS - ARIZONA AUTISM
CHARTER SCHOOLS PROJECT), SERIES 2021, IN AN AGGREGATE
ORIGINAL PRINCIPAL AMOUNT OF NOT TO EXCEED $17,000,000
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 and laws of the State and under the
Industrial Development Financing Act, Arizona Revised Statutes §§ 35-701 et seq, 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, Arizona Autism Charter Schools, Inc. (the “Borrower’), an Arizona
nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended (the “Code’”), that operates a charter school focused on the
educational needs of children with autism and established under Arizona Revised Statutes
Title 15, Chapter 1, Article 8, as amended (the “Charter School Act”), has requested that the
Authority issue its revenue bonds for the purpose of assisting the Borrower in financing or
refinancing a portion of the costs of (i) constructing, improving and equipping its charter school
facilities located at 4125North 14” Street in Phoenix, Arizona (the “Main Campus”),
(ii) acquiring and improving charter school facilities located at 1445 East Indian School Road,
Phoenix, Arizona (the “Indian School Campus”) and (iii) acquiring and improving charter school
facilities located at 11039 West Olive Avenue, Peoria, Arizona (the “Westside Campus” and,
together with the Indian School Campus, and the Main Campus, the “Facilities”) for use in
connection with operation of its charter school; and
WHEREAS, the Borrower, the sole initial member of an obligated group (the “Obligated
Group”), entered into a Master Indenture of Trust, dated as of January 1, 2020 (the “Master
Indenture”), between the Borrower and U.S. Bank National Association, as master trustee
(the “Master Trustee”), pursuant to which the Borrower, as Obligated Group Representative (as
defined in the Master Indenture), is permitted to issue obligations (the “Obligations”’) from time
to time secured equally by the revenues and other collateral pledged by the Obligated Group to
the Master Trustee for the benefit of the holders of the Obligations in order to provide for the
financing or refinancing of the acquisition, construction, equipping or improvement of charter
school facilities or other lawful and proper corporate purposes; and
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4831316.1
07/08/21

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 (Social Bonds - Arizona Autism Charter Schools Project), Series 2021
(the “Bonds”), in an aggregate original principal amount of not to exceed $17,000,000, the
proceeds of which will be loaned to the Borrower to (a) pay the costs of acquiring, constructing,
improving and equipping, as applicable, the Facilities, (b) fund any required reserve funds
(the “Debt Service Reserve Fund”), (c) pay capitalized interest on the Bonds, if any, and (d) pay
certain expenses relating to issuance and sale 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 U.S. Bank 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
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
Obligations in the aggregate principal amount of the Bonds (collectively, “Obligation No. 2”), to
be issued and executed by the Borrower, as Obligated Group Representative, and delivered to the
Bond Trustee pursuant to the Master Indenture, as supplemented by the Supplemental Master
Indenture for Obligation No. 2, to be dated as of the first day of the month in which the Bonds
are issued (the “Supplemental Master Indenture No.2”), and payable from the trust estate
established under the Master Indenture, which will include (i) the revenues of the Pledged
Schools (as defined in the Master Indenture), (ii) the deeds of trust, security agreements,
assignments of rents and leases, and fixture filing to be executed concurrently with issuance of
the Bonds by the Borrower or previously executed by the Borrower and to be amended in
connection with issuance of the Bonds (collectively, as amended, the “Deeds 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 limited offering memorandum (the “Preliminary Limited Offering
Memorandum’), which, together with certain changes thereto, will become the final limited
offering memorandum, relating to the Bonds and describing the transaction (the “Limited
Offering Memorandum’); 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;
{0006028.0001/01211608.DOCX / 3) 2

(c) the Master Indenture and the Supplemental Master Indenture No. 2, including the
forms of Obligation No. 2;
(d) the Deeds of Trust;
(d) the Bond Purchase Agreement; and
(e) the Preliminary Limited Offering Memorandum.
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,
including the public hearing described in Section 12 hereto, 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
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 $17,000,000, 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
{0006028.0001/01211608.DOCX / 3} 3

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.
(d) On or prior to the closing, the Authority shall receive an opinion from
Engelman Berger, P.C., as bond counsel (the “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, they must obtain an investment
grade rating acceptable to the Authority and its legal counsel from a nationally recognized rating
agency. If such a rating is not obtained, (a) the offer and sale 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, (b) any
subsequent transfers and resales of the Bonds must be similarly restricted, and (c) the Authority
must receive investment letters from the initial purchasers (or the equivalent representations from
the Underwriter) in form and substance satisfactory to the Authority’s legal counsel.
(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,
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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.
) All requirements of 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: Authority’s Signatures. 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,
or Treasurer (each an “Authorized Officer”) are each hereby authorized to execute and deliver
each of the Documents and any and all additional agreements, certificates, documents and other
instruments, in forms approved by counsel to the Authority, as they may deem necessary or
appropriate to implement and carry out the purposes and intent of this Resolution or relating to
the issuance of the Bonds or, with respect to any of the Documents not calling for execution by
the Authority, to approve and deliver such Documents, with respect to any one or more series of
the Bonds.
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 and each Authorized Officer is hereby authorized to execute and deliver the Bond
Purchase Agreement. 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 Authorized Officers, agents, employees and
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. From and after the execution and delivery of each of
the Documents, the Authorized 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 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 (as executed and delivered).
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.
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Section 11. | Limited Offering Memorandum. The lawful use and distribution by the
Underwriter of the Preliminary Limited Offering Memorandum and the Limited Offering
Memorandum 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
Limited Offering Memorandum and Limited Offering Memorandum 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 Limited Offering Memorandum and Limited Offering
Memorandum 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 Limited Offering Memorandum and
Limited Offering Memorandum.
Section 12. Public Hearing. If directed by Bond Counsel, the Authority is hereby
authorized to arrange, in consultation with the Borrower and Bond Counsel, a date for 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 to publish a public notice of the hearing in such form
as approved by the Borrower and Bond Counsel.
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. Additional Authorized Officers. In the event of the inability or
unavailability of any Authorized Officer to perform any duty assigned to such officer by the
terms of this Resolution, any director of the Authority or the Executive Director of the Authority
is hereby authorized and directed to do so.
Section 15. | No Personal Liability. The members of the Board of Directors and any
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 16. 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 17. 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.
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Section 18. | 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 19. 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 20. 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)G). 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 July 13, 2021.
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF MARICOPA
ee Gi cer
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