MCIDA GREAT HEARTS ARIZONA 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 2017, IN ONE OR MORE TAX-EXEMPT AND/OR
TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $40,000,000
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 2017 (the “Bonds”), in one or more tax-exempt and/or taxable series, in
an aggregate principal amount not to exceed $40,000,000, 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 Borrower previously borrowed the proceeds of $16,425,000 original
principal amount of Education Revenue Bonds (Great Hearts Academies – Veritas Project),
Series 2012 issued by The Industrial Development Authority of the City of Phoenix, Arizona
(the “Bonds Being Refunded”), to, among other things, finance the costs of acquiring,
constructing, renovating, improving and equipping, as applicable, land and a building located at
3102 North 56th Street, Phoenix, Arizona (the “Veritas Campus”), which is owned by the
Borrower and leased to two of its Subsidiaries for use in connection with their charter school
operations and a portion of which is subleased by the Borrower from one of the Subsidiaries for
use in connection with its administrative activities on behalf of its Subsidiaries;
WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to
(a)(i) depending upon market conditions at the time of sale, refinance the costs of acquiring,
constructing, renovating, improving and equipping the Veritas Campus by refunding the Bonds
Being Refunded, and finance the costs of constructing, renovating and equipping additional
improvements to the Veritas Campus, and (ii) finance the costs of acquiring land located at 4725
West Camelback Road, Phoenix, Arizona, and constructing, improving and equipping, as
applicable, buildings and amenities thereon (the “New Maryvale Campus” and, together with the
Veritas Campus, the “Facilities”), (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”);
Board of Supervisors Resolution

WHEREAS, on May 9, 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;
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 May 8, 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
May 22, 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 May 22,
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:
Board of Supervisors Resolution 2

1. The issuance by the Issuer of the Bonds in an aggregate principal amount not to
exceed $40,000,000 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 3

ADOPTED AND APPROVED on May 24, 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 May 22, 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 2017 (the “Bonds”) to be issued in an aggregate principal amount not to exceed
$40,000,000, in one or more tax-exempt and/or taxable series.
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
or refinance, as applicable, the cost of acquiring, constructing, renovating, improving and equipping, as
applicable, charter school educational facilities at the following locations, and to fund certain costs of
issuance, capitalized interest and a debt service reserve fund in connection therewith: (a) approximately
13.54 acres of land and an approximately 141,700 square-foot, two-story building thereon located at 3102
North 56th Street, Phoenix, Arizona (the “Veritas Campus”), by refunding the $15,905,000 aggregate
outstanding principal amount of The Industrial Development Authority of the City of Phoenix, Arizona
Education Revenue Bonds (Great Hearts Academies – Veritas Project), Series 2012, the Veritas Campus
with not to exceed $20,000,000 principal amount of the Bonds, and (b) approximately 9.37 acres of land
and approximately 78,000 square feet of one- and two-story buildings thereon located at 4725 West
Camelback Road, Phoenix, Arizona (the “New Maryvale Campus” and, together with the Veritas
Campus, the “Facilities”) with not to exceed $20,000,000 principal amount of the Bonds (collectively, the
“Project”).
The Facilities financed and/or refinanced with the proceeds of the Bonds are or will be owned by
the Borrower and will continue to be, or will be, leased to (a) with respect to the Veritas Campus,
Archway Classical Academy – Veritas and Veritas Preparatory Academy, and (b) with respect to the New
Maryvale Campus, Maryvale Preparatory Academy, 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 332428957v4
Board of Supervisors Resolution