ADDITIONAL SUPPORTING DOCUMENTS RECEIVED 6.17.21.PDF

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John J. Fries
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E-mail: jfries@rcalaw.com
June 17, 2021
HAND-DELIVERED
Ms. Juanita Garza, Interim Clerk
Board of Supervisors, Maricopa County
301 West Jefferson, 10th Floor
Phoenix, Arizona 85003-2148
Re: Not to Exceed $22,000,000 The Industrial Development Authority of the County
of Maricopa Education Facility Revenue Bonds (Academy Del Sol Project),
Series 2021 — C-18-21-092-X-00
Dear Ms. Garza:
On June 8, 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 June 23, 2021 meeting
(your number C-18-21-092-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.
As a taxable issue, 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 2021 Bonds, will not be required.
Finally, I am including a copy of my report letter, dated June 3, 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,
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4825595.1
06/16/21

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF
MARICOPA AUTHORIZING THE ISSUANCE AND SALE OF ITS
EDUCATION FACILITY REVENUE BONDS (ACADEMY DEL SOL),
SERIES 2021, IN ONE OR MORE SENIOR AND/OR SUBORDINATE
AND TAX-EXEMPT AND/OR TAXABLE SERIES, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $22,000,000, AND RELATED
MATTERS
WHEREAS, The Industrial Development Authority of the County of Maricopa (the
“Issuer’”) is a nonprofit corporation designated 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, A.R.S. § 35-701 ef seq. (the “Act”);
WHEREAS, the Issuer is authorized and empowered, among other things, (a) to issue
tax-exempt and taxable revenue bonds and use the proceeds thereof in accordance with the Act,
(b) to contract with and employ others to provide for and to pay compensation for professional
services and other services as the Issuer shall deem necessary for the financing of “projects” as
defined in the Act, and (c) to pledge its property and revenues to secure the payment of the
principal of and premium, if any, and interest on its tax-exempt and taxable revenue bonds;
WHEREAS, Academy Del Sol, 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 two charter schools duly organized and validly existing
under Arizona Revised Statutes Title 15, Chapter 1, Article 8, as amended, previously borrowed
the proceeds of $10,000,000 aggregate principal amount of Education Facility Revenue Bonds
(Academy Del Sol Project), Series 2016 (the “Series 2016 Bonds”), issued by The Industrial
Development Authority of the County of Pima to, among other things, assist the Borrower in
financing or refinancing the costs of acquisition, construction, improvement, renovation,
operation and equipping of land and charter school facilities located at 7102 West Valley Crest
Place in Tucson, Arizona (the “Star Valley Campus);
WHEREAS, the Borrower has requested that the Issuer issue its Education Facility
Revenue Bonds (Academy Del Sol Project), Series 2021 (the “Series 2021 Bonds”), in one or
more senior and/or subordinate and tax-exempt and/or taxable series in an aggregate principal
amount not to exceed $22,000,000 and loan the proceeds thereof to the Borrower to (i) refund the
outstanding Series 2016 Bonds, (ii) finance or refinance the costs of acquisition, construction,
improvement, furnishing, equipping and operating of land and charter school facilities located at
732 Roger Road, Tucson, Arizona 85705 (the “Roger Campus” and together with the Star Valley
Campus, the “Series 2021 Facilities”), (iii) fund any required reserve funds, (iv) reimburse the
Borrower for capital expenditures made in connection with the Series 2021 Project (defined
herein), (v) pay capitalized interest, if any, and (vi) pay the costs incurred in connection with the
authorization, issuance and sale of the Series 2021 Bonds (collectively, the “Series 2021
Project’’);
4848-5447-3963.}

WHEREAS, the Series 2021 Bonds will be issued pursuant to an Indenture of Trust, to
be dated as of the first day of the month in which the Series 2021 Bonds are issued (the
“Indenture”), between the Issuer and UMB Bank, NA, as trustee (the “Trustee”), and the
proceeds of the Series 2021 Bonds will be used to make a loan to the Borrower pursuant to a
Loan Agreement, to be dated as of the first day of the month in which the Series 2021 Bonds are
issued (the “Loan Agreement’), between the Issuer and the Borrower;
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of
payment for the Series 2021 Bonds are set forth in the Indenture and in the forms of the Series
2021 Bonds;
WHEREAS, the Series 2021 Bonds will be payable from the Trust Estate (as defined in
the Indenture), which will include, among other things, payments of principal of and interest on
the Series 2021 Promissory Note to be executed by the Borrower (the “Promissory Note”), and
one or more deeds of trust, security agreement, assignment of rents and leases, and fixture filing
with respect to the Series 2021 Facilities, to be delivered by the Borrower (collectively, the
“Deed of Trust’), which will be for the benefit of the Trustee;
WHEREAS, the Series 2021 Bonds will be sold to RM Charter Master Fund LP (or
some affiliate thereof, the Purchaser”) pursuant to a Bond Placement Agreement among B.C.
Ziegler and Company (the “Placement Agent”), the Authority, the Borrower and the Purchaser,
upon the proposed terms and conditions set forth in the Bond Placement Agreement, to be
accepted and approved by the Issuer and the Borrower;
WHEREAS, there have been prepared and presented to the Board of Directors of the
Issuer substantially final forms of the following documents which the Issuer proposes to approve,
authorize or enter into (collectively, the “Documents”): (a) the Indenture (including forms of
Series 2021 Bonds attached thereto); (b) the Loan Agreement (including the form of the Series
2021 Promissory Note attached thereto); (c) the Bond Placement Agreement; and (d) a draft of
the Limited Offering Memorandum to be used in connection with the sale of the Series 2021
Bonds (together with such modifications and/or insertion of final terms as shall be necessary to
reflect the final terms of the Series 2021 Bonds, the “Offering Memorandum”);
WHEREAS, the issuance of the Series 2021 Bonds by the Issuer and the loan of the
proceeds of the Series 2021 Bonds to the Borrower to finance the Series 2021 Project will be in
the furtherance of the purposes of the Act and the Issuer, and in the public interest; and
WHEREAS, it appears that each of the instruments above referred to as now before this
meeting is in appropriate form to be approved for the purposes intended or approved;
NOW, THEREFORE, BE IT RESOLVED, by The Industrial Development Authority
of the County of Maricopa, as follows:
Section 1. The Issuer finds and determines: (a) the Series 2021 Project constitutes a
“project” as defined in the Act; and (b) the issuance of the Series 2021 Bonds and the making of
the Loan to the Borrower for the purposes of financing the Series 2021 Project and refunding of
the Series 2016 Bonds are in furtherance of the purposes of the Act and the Issuer, are in the
public interest, and will provide a benefit within the State.
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4845-5447-3963 |

Section 2. Subject to and conditioned upon the satisfaction of the conditions listed in
Section 12, the Issuer hereby finds and determines that the issuance of the Series 2021 Bonds as
provided in the Indenture will promote the purposes of the Act and is hereby approved and
authorized.
Section 3. The issuance and sale of the Series 2021 Bonds in one or more senior
and/or subordinate and tax-exempt and/or taxable series in an aggregate principal amount not to
exceed $22,000,000 is hereby authorized and approved as revenue bonds to be designated “The
Industrial Development Authority of the County of Maricopa Education Facility Revenue Bonds
(Academy Del Sol Project), Series 2021” (or as otherwise set forth in the Indenture), in one or
more senior and/or subordinate and tax-exempt and/or taxable series. The Series 2021 Bonds
shall be dated, be in fully registered form, and be transferable as provided in the Indenture (as
executed and delivered by and on behalf of the Issuer). The Series 2021 Bonds shall mature,
bear interest at such rate or rates and shall be subject to the redemption at the times and at the
amounts set forth in the Indenture (as executed and delivered), provided that the Series 2021
Bonds shall not mature later than 40 years from the date of issuance. The Series 2021 Bonds
shall bear interest from the date thereof at the rate calculated from time to time in accordance
with the Indenture, such rates not to exceed 10 percent and payable at such times as provided in
the Indenture (as executed and delivered). Principal of and premium, if any, on the Series 2021
Bonds shall be payable at the designated principal corporate trust office of the Trustee or its
successor in trust, and interest thereon shall be payable to each owner of any Series 2021 Bonds
as otherwise provided in the Indenture.
Section 4. The forms, terms and provisions of the Series 2021 Bonds, in the form
contained in the Indenture, subject to appropriate insertion and revision in order to comply with
the provisions of the Indenture, are hereby approved and, when the same are executed on behalf
of the Issuer in the manner contemplated by the Indenture and this Resolution shall represent the
approved form of Series 2021 Bonds of the Issuer. The Series 2021 Bonds shall be executed in
the name of the Issuer with the manual or facsimile signature of its President and attested with
the manual or facsimile signature of the Secretary, all as provided in the Indenture, and the
President or any other officer of the Issuer shal] cause the Series 2021 Bonds, as so executed and
attested, to be delivered to the Trustee for authentication.
Section 5. The form, terms and provisions of the Indenture (including exhibits and
appendices thereto) are in all respects approved, and any officer of the Issuer or the Executive
Director of the Issuer (each an “Authorized Officer”) is hereby authorized, empowered and
directed to execute, attest and deliver the Indenture in the name and on behalf of the Issuer and
thereupon to cause the Indenture to be delivered to the Trustee. The Indenture is to be in
substantially the form now before the Issuer at this meeting and hereby approved, or with such
changes therein as shall be approved by the officers of the Issuer executing the same, their
execution thereof to constitute conclusive evidence of their approval of any and all changes or
revisions therein from the form of Indenture now before this meeting. From and after the
execution and delivery of the Indenture, the officers, Executive Director, agents and employees
of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to
execute all such other documents, instruments and certificates as may be necessary to carry out
and comply with the provisions of the Indenture (as executed and delivered).
oo
4845-544 7-3963. 5

Section 6. The form, terms and provisions of the Loan Agreement (including exhibits
and appendices thereto) are in all respects approved, and any Authorized Officer is hereby
authorized, empowered and directed to execute, attest and deliver the Loan Agrecment in the
name and on behalf of the Issuer and thereupon to cause the Loan Agreement to be delivered to
the Trustee. The Loan Agreement is to be in substantially the form now before the Issuer at this
meeting and hereby approved, or with such changes therein as shall be approved by the
Authorized Officers of the Issuer executing the same, their execution thereof to constitute
conclusive evidence of their approval of any and all changes or revisions therein from the form
of Loan Agreement now before this meeting. From and after the execution and delivery of the
Loan Agreement, the officers, Executive Director, agents and employees of the Issuer are hereby
authorized, empowered and directed to do all such acts and things and to execute all such other
documents, instruments and certificates as may be necessary to carry out and comply with the
provisions of the Loan Agreement (as executed and delivered),
Section 7. The sale of the Series 2021 Bonds in the aggregate principal amount of not
to exceed $22,000,000 to the Purchaser, the exact principal amount of each series of the Series
2021 Bonds to appear in the Bond Placement Agreement (as executed and delivered), and
maturing, bearing interest and being subject to prior redemption as provided in the Indenture (as
executed and delivered) is hereby authorized and approved. The form, terms and provisions of
the Bond Placement Agreement are in all respects approved, and any Authorized Officer is
hereby authorized, empowered and directed to execute and deliver the Bond Placement
Agreement in the name and on behalf of the Issuer. The Bond Placement Agreement is to be in
substantially the form now before the Issuer at this meeting and hereby approved, or with such
changes or revisions therein from the form of Bond Placement Agreement now before this
meeting as shall be required by legal counsel to the Issuer. From and after the execution and
delivery of the Bond Placement Agreement, the officers, Executive Director, agents and
employees of the Issuer are hereby authorized, empowered and directed to do all such acts and
things and to execute all such other documents, instruments and certificates as may be necessary
to carry out and comply with the provisions of the Bond Placement Agreement (as executed and
delivered),
Section 8. The lawful use and distribution of the Offering Memorandum relating to
the original issuance of the Series 2021 Bonds and any amendments thereof or supplements
thereto, is hereby authorized. Except for information contained under the captions “THE
ISSUER” and “LITIGATION,” as such captions relate to the Issuer in the Offering
Memorandum the Issuer has not confirmed, and assumes no responsibility for, the accuracy,
,
sufficiency or fairness of any statements in the 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 Series 2021 Project, the Borrower, or the history,
businesses, properties, organization, management, financial condition, market area or any other
matter relating to the Borrower or otherwise contained in the Offering Memorandum.
Section 9. The Series 2021 Bonds shall be payable solely from the receipts and
revenues received by, or on behalf of, the Issuer pursuant to the Indenture. Nothing contained in
this Resolution, any of the Documents, or any other agreement, certificate, document, or
instrument executed in connection with the issuance of the Series 2021 Bonds shall be construed
as obligating the Issuer (except as a special, limited obligation to the extent provided in such
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ABAS-3447-3963 |

documents or instruments) or obligating the County, or as incurring a charge upon the general
credit of the Issuer or of the County, nor shall the breach of any agreement contemplated by this
Resolution, any of the Documents, or any other instrument or documents executed in connection
therewith impose any charge upon the general credit of the Issuer or of the County. The Issuer
has no taxing power.
Prior to the issuance of the Series 2021 Bonds, the Issuer has issued, and subsequent to
the issuance of the Series 2021 Bonds, the Issuer may issue bonds in connection with the
financing of other projects (such bonds together with any bonds issued by the Issuer between this
date and the issuance of the Series 2021 Bonds shall be referred to herein as 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, premium, if any, or
interest on the Other Bonds shall not be used for the payment of principal, premium, if any, or
interest on the Series 2021 Bonds. Any pledge, mortgage, or assignment made in connection
with the Series 2021 Bonds shall be protected, and no funds pledged or assigned for the payment
of the Series 2021 Bonds shall be used for the payment of principal, premium, if any, or interest
on the Other Bonds.
Section 10. At the request of the Borrower, UMB Bank, NA is hereby designated,
approved and confirmed to act as trustee, paying agent and bond registrar under the Indenture.
Section 11. At the request of the Borrower, B.C. Ziegler and Company is hereby
designated, approved and confirmed to act as the placement agent under the Bond Placement
Agreement.
Section 12. | The Series 2021 Bonds shall not be issued unless and until:
(a) The Borrower must comply fully with all applicable provisions of the
Issuer’s Procedural Policies and Financing Application Guidelines, as adopted on July
17, 2018 and superseding all prior procedures and guidelines of the Issuer (the
“Procedural Policies”), relating to the issuance and sale of the Series 2021 Bonds,
including the submission of Legal Proceedings, as required by Section II.D of the
Procedural Policies, in form and substance satisfactory to the Issuer.
(b) Prior to closing, the Borrower shall make arrangements satisfactory to the
Issuer as to the payment of the Issuer’s annual administrative fee.
(c) The Arizona Attorney General does not disapprove the issuance of the
Series 2021 Bonds in the manner contemplated by A.R.S. § 35-721.
(d) On or prior to the closing, the Issuer shall receive an opinion from Bond
Counsel, in a form acceptable to the Issuer, to the effect that interest on any tax-exempt
series of the Series 2021 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 Issuer, to the effect that any offering materials
distributed in connection with the offer and sale of the Series 2021 Bonds are correct and
complete in all material respects, and do not contain any untrue statements of material
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4845-5447-3963.1 v ne alee

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 Series 2021 Bonds are to be privately placed, the Placement Agent,
or ultimate purchaser of the Series 2021 Bonds should submit an investment letter (or the
equivalent representations) to the Issuer including representations that they have
performed their own due diligence of the Series 2021 Project, and will purchase and hold
the Series 2021 Bonds as a private placement. Any subsequent resale of the Series 2021
Bonds must be restricted to accredited investors or qualified institutional buyers.
(g) If the Series 2021 Bonds are to be offered publicly, they must obtain an
investment grade rating acceptable to the Issuer and its legal counsel from a nationally
recognized rating agency. If such a rating is not obtained, (a) the offer and sale of the
Series 2021 Bonds must be limited to “accredited investors” within the meaning of Rule
501 of Regulation D (but excluding natural persons) or “qualified institutional buyers”
within the meaning of Rule 144A, promulgated under the Securities Act, (b) the Issuer
must receive investment letters from such purchasers in form and substance satisfactory
to the Issuer’s legal counsel, (c) any subsequent transfers and resale of the Series 20121
Bonds must be similarly restricted, and (d) the Series 2021 Bonds must be issued in
minimum denominations of $25,000 and integral multiples of $5,000 in excess thereof.
(h) The Issuer, its officers and directors, and the County, must be provided
with full indemnification in connection with the issuance and sale of the Series 2021
Bonds, in form and substance satisfactory to the Issucr’s legal counsel, from a credit-
worthy source acceptable to the Issuer.
(i) Legal counsel to the Issuer must receive such documents, legal opinions,
certificates and other proceedings as are necessary and advisable to evidence compliance
by the Borrower, the Placement Agent and other financing participants with the Issuer’s
policies and procedures and applicable federal and State laws.
(j) 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 Issuer’s legal
counsel as to which the legal counsel! shall act reasonably.
Section 13. From and after the execution and delivery of the Documents herein
approved, Authorized Officers are hereby empowered and directed to do all such acts and things
and to execute all such documents as may be necessary in connection with the issuance and sale
of the Series 2021 Bonds or to carry out and comply with the provisions of aforesaid approved
documents as executed and delivered, including, without limitation, the execution of instructions
relating to the investment of funds and use of the proceeds of the Series 2021 Bonds and all other
documents and certificates relating to the tax-exempt status of interest on the Series 2021 Bonds.

Section 14. | None of the members of the governing body of the Issuer nor any director,
officer, official employee or agent of the Issuer shall be subject to any personal liability or
accountability by reason of the issuance thereof.
Section 15. _In the event of the inability or unavailability of any official of the Issuer to
perform any duty assigned to such official by the terms of this Resolution, any officer of the
Issuer or the Executive Director of the Issuer authorized to act for such official is hereby
authorized and directed to do so.
Section 16. The liability of the Issuer 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 17. All actions (not inconsistent with the provisions of this Resolution)
heretofore taken by or at the direction of the Issuer and its directors, officers, counsel, advisors or
agents directed toward the sale and issuance of the Series 2021 Bonds are hereby approved and
ratified.
Section 18. The provisions of this Resolution are hereby declared to be separable, and
if any action, phrase or provision shal] for any reason be declared to be invalid, such declaration
shall not affect the validity of the remainder of the sections, phrases and provisions.
Section 19. It is found and determined that all formal actions of the Issuer 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 requirements of the State and the Issuer.
Section 20. The provisions of this Resolution shall be in full force and effect from and
after its passage as provided by law.
Section 21. Any provisions of the Issuer’s Bylaws, Procedural Policies, 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 Policies, or resolution or
any part thereof.
Section 22. The Borrower hereby makes a declaration of official intent. The Borrower
has indicated that it will incur and pay expenses relating to the Series 2021 Project prior to the
issuance of the Series 2021 Bonds and expects to reimburse those expenditures with proceeds of
the Series 2021 Bonds. This Resolution is an affirmative official action and declaration of
official intent of the Issuer relating to the issuance of the Series 2021 Bonds as contemplated
herein including, without limitation, under Treasury Regulations Section 1.150-2.
Section 23. Notice of A.R.S. § 38-511 is hereby given. The provisions of said statute
are by this reference incorporated herein to the extent of their applicability to matters contained
herein under the laws of the State.
Section 24. | This Resolution shall be effective immediately.
4845-5447-3963.1

PASSED, ADOPTED, AND APPROVED on June 8, 2021.
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
Authorized Officer
4845-5447-3963. |