MCIDA GREATHEARTS 2017 C & D BS RESOLUTION.DOCX

A RESOLUTION OF THE MARICOPA COUNTY BOARD OF
SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF
ITS EDUCATION REVENUE BONDS (GREATHEARTS ARIZONA
PROJECTS), SERIES 2017C AND TAXABLE SERIES 2017D, IN ONE OR
MORE SERIES OR SUBSERIES, IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $24,000,000
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
incorporated with the approval of the County of Maricopa, empowered under the Industrial
Development Financing Act, A.R.S. § 35-701 et seq. (the “Act”), to issue revenue bonds for the
purposes set forth in the Act, including the making of secured or unsecured loans for the purpose of
financing or refinancing the acquisition, construction, improvement or equipping of a “project” (as
defined in the Act);
WHEREAS, the Issuer proposes to issue its Education Revenue Bonds (GreatHearts
Arizona Projects), Series 2017C and Education Revenue Bonds (GreatHearts Arizona Projects),
Taxable series 2017D (together, the “Bonds”), in one or more series or subseries, in an aggregate
principal amount not to exceed $24,000,000, for the benefit of GreatHearts Arizona (formerly
known as Great Hearts Academies) (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”), which is the sole member of several duly organized and validly existing Arizona
nonprofit “subsidiary” corporations (the “Subsidiaries”) each of which is an organization
described in Section 501(c)(3) of the Code that operates a charter school established under
Arizona Revised Statutes Title 15, Chapter 1, Article 8, as amended;
WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to (a)
finance the costs of acquiring the land and buildings located at 16648 North 94th Street,
Scottsdale, Arizona, and constructing, renovating, improving and equipping, as applicable,
buildings and amenities thereon (the “Facilities”) to be leased to two of the Subsidiaries for use
in connection with their charter school operations, (b) fund any required reserve funds, (c) pay
capitalized interest on a portion of the Bonds, and (d) pay the costs incurred in connection with
the authorization, issuance and sale of the Bonds (collectively, the “Project”);
WHEREAS, on October 10, 2017, the Issuer resolved (the “Issuer’s Resolution”) to
issue the Bonds, the Issuer’s Resolution being conditioned upon, among other things, the
granting of approval to the issuance of the Bonds by the Maricopa County Board of Supervisors;
WHEREAS, the Issuer’s Resolution has been made available to the Maricopa County
Board of Supervisors, and the Issuer’s Resolution has been duly considered this date;
WHEREAS, the Issuer’s Resolution authorizes, among other things, the issuance and
sale of the Bonds, the execution and delivery of a Bond Indenture, and related financing
documents as well as such other documents as required for the issuance of the Bonds;
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of
payment for the Bonds are set forth in the Bond Indenture and in the form of the Bonds;
Board of Supervisors Resolution

WHEREAS, copies of the documents providing for the issuance of the Bonds have been
made available to the Maricopa County Board of Supervisors, together with the Issuer’s
Resolution;
WHEREAS, the Maricopa County Board of Supervisors have been informed that the
documents have been reviewed by competent Bond Counsel, Greenberg Traurig, LLP, and Bond
Counsel has determined that the documents adequately meet the requirements of the Act and the
Code;
WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Issuer
under which the Bonds are to be issued require the approval of the Maricopa County Board of
Supervisors for the issuance of the Bonds;
WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of
Supervisors must approve the issuance of the Bonds after a public hearing following reasonable
public notice;
WHEREAS, following publication of a Notice of Public Hearing in The Record
Reporter on October 9, 2017, a public hearing with respect to the Bonds and the location and
nature of the Project to be financed was held by the Issuer, pursuant to Section 147(f) of the
Code, on October 23, 2017, at the Maricopa County Administration Building, First Floor Lobby,
301 West Jefferson, Phoenix, Arizona 85003, a copy of the Notice of Public Hearing is attached
hereto and made a part of this Resolution;
WHEREAS, a Report of Public Hearing regarding the Public Hearing held on
October 23, 2017, has been presented to and considered by the Maricopa County Board of
Supervisors; and
WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa
County Board of Supervisors with respect to the issuance of the Bonds pursuant to
(a) Section 35-721.B of the Act, and (b) Section 147(f) of the Code;
NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY
BOARD OF SUPERVISORS, as follows:
1. The issuance by the Issuer of the Bonds in an aggregate principal amount not to
exceed $24,000,000 is approved for all purposes under the Act, including specifically Section
35-721.B, and Section 147(f) of the Code.
2. The appropriate officers of the Maricopa County Board of Supervisors are hereby
authorized and directed to do all such things to execute and deliver all such documents on behalf
of the Maricopa County Board of Supervisors as may be necessary or desirable to effectuate the
intent of this Resolution and the Issuer’s Resolution in connection with the issuance of the
Bonds.
Board of Supervisors Resolution 2

ADOPTED AND APPROVED on October 25, 2017.
Chairman, Maricopa County Board of
Supervisors
ATTEST:
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
Board of Supervisors Resolution

NOTICE OF PUBLIC HEARING
PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held by a representative of
The Industrial Development Authority of the County of Maricopa (the “Issuer”) on October 23, 2017,
commencing at 9:00 a.m., MST, in the Maricopa County Administration Building, First Floor Lobby, 301
West Jefferson, Phoenix, Arizona 85003, regarding the Issuer’s Education Revenue Bonds (GreatHearts
Arizona Projects), Series 2017C and Education Revenue Bonds (GreatHearts Arizona Projects), Taxable
Series 2017D (together, the “Bonds”) to be issued in an aggregate principal amount not to exceed
$24,000,000, in one or more series or subseries.
The proceeds of the Bonds will be used to make a loan to GreatHearts Arizona (formerly known
as Great Hearts Academies), an Arizona nonprofit corporation and an organization described in 501(c)(3)
of the Internal Revenue Code of 1986, as amended (the “Code”), as borrower (the “Borrower”), to finance
the cost of acquiring, constructing, renovating, improving and equipping, as applicable, charter school
educational facilities comprised of approximately 9.56 acres of land and approximately 145,000 square
feet of one- and two-story buildings thereon located at 16648 North 94th Street, Scottsdale, Arizona (the
“Facilities”), of which, approximately 85,000 square feet of buildings will comprise the “Archway
Scottsdale Campus,” and the remaining approximately 60,000 square feet of buildings (which will be
removed) will comprise the “Scottsdale Athletic Fields,” and to fund certain costs of issuance, capitalized
interest and a debt service reserve fund in connection therewith (collectively, the “Project”).
The Facilities financed with the proceeds of the Bonds will be owned by the Borrower and will be
leased to (a) with respect to the Archway Scottsdale Campus, Archway Classical Academy – Scottsdale
(“Archway Scottsdale”), and (b) with respect to the Scottsdale Athletic Fields, Scottsdale Preparatory
Academy and/or Archway Scottsdale, each of which is an Arizona nonprofit corporation and an
organization described in 501(c)(3) of the Code whose sole member is the Borrower.
The principal of, premium, if any, and interest on the Bonds will not constitute an indebtedness or
liability of the Issuer, the County of Maricopa, 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 Internal
Revenue Code of 1986. Any interested persons may attend or send written comments and make known
their view with respect to the Bonds and the location and nature of the Project 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: “GreatHearts Arizona”. Written submissions should be mailed in
sufficient time to be received before the time of the hearing.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA
PHX 332517740v5
Board of Supervisors Resolution