RESOLUTION OF THE BOARD OF DIRECTORS OF THE IDA.PDF

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 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, 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 et 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, 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"), 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 (the "Charter School Act");
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;
WHEREAS, the Borrower has requested that the Issuer 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, and loan the
proceeds thereof 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 Carnelback 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") to be leased to one
Bond Resolution

of its Subsidiaries for use in connection with its 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, 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 Issuer
and U.S. Bank National Association, as trustee (the "Bond Trustee"), and the proceeds of the
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 Bonds are issued (the "Loan Agreement"), between the
Issuer and the Borrower;
WHEREAS, the Borrower intends to submit an application to the Arizona Credit
Enhancement Eligibility Board (the "Credit Enhancement Board") requesting that (i) the
Borrower and its Subsidiaries together qualify as an "achievement district school" within the
meaning of Arizona Revised Statutes Section 15-2141 and (ii) the Credit Enhancement Board
approve a guarantee of the payment of the principal of and interest on all or a portion of the
Bonds pursuant to the Arizona Public School Credit Enhancement Program (the "Credit
Enhancement Program") established by Arizona Revised Statutes Section 15-2154;
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of
payment for the Bonds will be set forth in the Bond Indenture and in the forms of the Bonds;
WHEREAS, the Bonds will be payable from the trust estate established under the Bond
Indenture, which will include (a) payments owed by the Obligated Group on Great Hearts
Academies Obligation No. 3 ("Obligation No. 3"), to be issued and executed by the Borrower, as
Obligated Group Representative, and delivered to the Bond Trustee pursuant to a Master
Indenture of Trust, dated as of October 1, 2014, as amended (the "Master Indenture"), between
the Borrower and U.S. Bank National Association, as master trustee (the "Master Trustee"), as
supplemented by a Supplemental Master Indenture for Obligation No. 3, to be dated as of the
first date of the month in which the Bonds are issued ("Supplemental Master Indenture No. 3"),
and payable from the trust estate established under the Master Indenture, which includes or will
include (i) deeds of trust or leasehold deeds of trust, security agreements, assignments of rents
and leases, and fixture filings previously executed or to be executed by the Borrower and
granting a first priority lien on certain charter school facilities owned or leased by the Borrower,
including the Facilities (each, a "Deed of Trust"), (ii) lease agreements between the Borrower
and the Subsidiaries leasing the charter school facilities secured by the Deeds of Trust, including
the lease agreements relating to the Facilities (the "Lease Agreements"), which have been or will
be pledged by the Borrower as security for its obligations under the Master Indenture and
amounts due on the Obligations (as defined in the Master Indenture), including GHA Obligation
No. 3, and (iii) the lease payments to be made by the Subsidiaries pursuant to the Lease
Agreements, (b) the debt service reserve fund and certain other funds established under the Bond
Indenture and held by the Bond Trustee, and (c) amounts, if any, paid to the Bond Trustee
pursuant to the documents executed by the Borrower in connection with participation in the
Credit Enhancement Program;
Bond Resolution 2

WHEREAS, the Bonds will be sold by Robert W. Baird & Co. Incorporated, as
underwriter (the "Underwriter") pursuant to a bond purchase agreement (the "Bond Purchase
Agreement"), upon the proposed terms and conditions set forth in the Bond Purchase Agreement
from the Underwriter, to be accepted and approved by the Issuer, the Borrower and the
Subsidiaries leasing the Facilities financed with the proceeds of the Bonds, and the Underwriter
will distribute to investors a Preliminary Official Statement (the "Preliminary Official
Statement"), which, together with certain changes thereto, will become the final Official
Statement, relating to the Bonds and describing the transaction (the "Official Statement");
WHEREAS, there have been prepared and presented to the Board of Directors of the
Issuer substantially final faults of the following documents which the Issuer proposes to approve,
authorize or enter into (collectively, the "Documents"): (a) the Bond Indenture (including forms
of Bonds attached thereto); (b) the Loan Agreement; (c) Supplemental Master Indenture No. 3,
including the form of GHA Obligation No. 3; (d) the Deeds of Trust relating to the Facilities;
(e) the Lease Agreements relating to the Facilities; (f) the Bond Purchase Agreement; and (g) the
Preliminary Official Statement;
WHEREAS, the issuance of the Bonds by the Issuer and the loan of the proceeds of the
Bonds to the Borrower to finance the 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 Project constitutes a "project" as
defined in the Act; and (b) the issuance of the Bonds and the making of the Loan to the Borrower
for the purposes of financing the Project and refunding the Bonds Being Refunded 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.
Section 2. Subject to and conditioned upon the satisfaction of the conditions listed in
Section 15, the Issuer hereby finds and determines that the issuance of the Bonds as provided in
the Bond Indenture will promote the purposes of the Act and is hereby approved and authorized.
Section 3. The issuance and sale of the Bonds in the aggregate principal amount of
not to exceed $40,000,000 are hereby authorized and approved as revenue bonds to be
designated "The Industrial Development Authority of the County of Maricopa Education
Revenue Bonds (GreatHearts Arizona Projects), Series 2017" (or as otherwise set forth in the
Bond Indenture), in one or more series or subseries from time to time, as tax-exempt and/or
taxable debt. The maximum aggregate principal amount of the Bonds authorized by this
Resolution shall be $40,000,000. The Bonds shall be dated, be in fully registered form, and be
transferable as provided in the Bond Indenture (as executed and delivered by and on behalf of the
Issuer). The 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 Bond Indenture (as executed and
delivered), provided that the Bonds shall not mature later than 40 years from the date of issuance.
Bond Resolution 3

The Bonds shall bear interest from the date thereof at the rate calculated from time to time in
accordance with the Bond Indenture, such rates not to exceed 10 percent and payable at such
times as provided in the Bond Indenture (as executed and delivered). Principal of and premium,
if any, on the Bonds shall be payable at the designated principal corporate trust office of the
Bond Trustee or its successor in trust, and interest thereon shall be payable to each owner of any
Bonds as otherwise provided in the Bond Indenture.
Section 4. The forms, terms and provisions of the Bonds, in the form contained in the
Bond Indenture, subject to appropriate insertion and revision in order to comply with the
provisions of the Bond Indenture and the Credit Enhancement Program, if applicable, are hereby
approved and, when the same are executed on behalf of the Issuer in the manner contemplated by
the Bond Indenture and this Resolution shall represent the approved form of Bonds of the Issuer.
The 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 Bond Indenture, and the President or any other officer of the Issuer shall cause the Bonds,
as so executed and attested, to be delivered to the Bond Trustee for authentication.
Section 5. The form, terms and provisions of the Bond Indenture (including exhibits
and appendices thereto) are in all respects approved, and any Director 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 Bond Indenture in the name and on
behalf of the Issuer and thereupon to cause the Bond Indenture to be delivered to the Bond
Trustee. The Bond Indenture is to be in substantially the form now before the Issuer at this
meeting and hereby approved, or with such changes therein (including provisions related to the
Credit Enhancement Program, if applicable) 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 Bond Indenture now before this
meeting. From and after the execution and delivery of the Bond 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 Bond
Indenture (as executed and delivered).
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 Agreement in the
name and on behalf of the Issuer and thereupon to cause the Loan Agreement to be delivered to
the Bond 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 (including provisions related
to the Credit Enhancement Program, if applicable) 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).
Bond Resolution 4

Section 7. The forms, terms and provisions of Supplemental Master Indenture No. 3,
Obligation No. 3, the Deeds of Trust relating to the Facilities and the Lease Agreements relating
to the Facilities (including exhibits and appendices thereto) (the "Obligated Group Documents")
are in all respects approved. The Obligated Group Documents shall be in substantially the forms
now before the Issuer at this meeting and hereby approved, or with such changes therein
(including provisions related to the Credit Enhancement Program, if applicable) as shall be
approved by legal counsel to the Issuer. From and after the execution and delivery of the
Obligated Group Documents, 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 Obligated Group Documents (as executed and delivered).
Section 8. The sale of the Bonds in the aggregate principal amount of not to exceed
$40,000,000 to the Underwriter, the exact principal amount of each series of the Bonds to appear
in the Bond Purchase Agreement (as executed and delivered), and maturing, bearing interest and
being subject to prior redemption as provided in the Bond Indenture (as executed and delivered)
is hereby authorized and approved. The form, terms and provisions of the Bond Purchase
Agreement are in all respects approved, and any Authorized Officer is hereby authorized,
empowered and directed to execute and deliver the Bond Purchase Agreement in the name and
on behalf of the Issuer. The Bond Purchase 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
(including provisions related to the Credit Enhancement Program, if applicable) from the form of
Bond Purchase 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 Purchase 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
Purchase Agreement (as executed and delivered).
Section 9. The lawful use and distribution of the Preliminary Official Statement (and
subsequent Official Statement) relating to the original issuance of the 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 relates to
the Issuer in the Preliminary Official Statement and the Official Statement, the Issuer has not
confirmed, and assumes no responsibility for, the accuracy, sufficiency or fairness of any
statements in the Preliminary Official Statement or the Official Statement or any amendments
thereof or supplements thereto, or in any reports, financial information, offering or disclosure
documents or other infoimation relating to the Project, the Obligated Group, or the history,
businesses, properties, organization, management, financial condition, market area or any other
matter relating to the Obligated Group or otherwise contained in the Preliminary Official
Statement and the Official Statement.
Section 10. The Bonds shall be payable solely from the receipts and revenues received
by, or on behalf of, the Issuer pursuant to the Bond 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 Bonds shall be construed as obligating the Issuer
(except as a special limited obligation to the extent provided in such documents or instruments)
Bond Resolution 5

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 Bonds, the Issuer has issued, and subsequent to the issuance
of the 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
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 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, premium, if
any, or interest on the Other Bonds.
Section 11. At the request of the Borrower, U.S. Bank National Association is hereby
designated, approved and confirmed to act as trustee, paying agent and bond registrar under the
Bond Indenture.
Section 12. At the request of the Borrower, Robert W. Baird & Co. Incorporated is
hereby designated, approved and confirmed to act as underwriter under the Bond Purchase
Agreement.
Section 13. The Bonds shall not be issued unless and until:
(a) The Borrower must comply fully with all applicable provisions of the
Issuer's Procedural Pamphlet, as amended through March 10, 1998 (the "Pamphlet"),
relating to the issuance and sale of the Bonds, including the submission of Legal
Proceedings, as required by Section 5.03 of the Pamphlet, 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
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 foini acceptable to the Issuer, 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 Issuer, 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.
Bond Resolution 6

(f) If the 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 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 (or the equivalent representations from the underwriter) in
form and substance satisfactory to the Issuer's legal counsel, (c) any subsequent transfers
and resales of the Bonds must be similarly restricted, and (d) the Bonds must be issued in
denominations of $5,000 of principal or any integral multiple thereof.
(g) The Issuer, 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 Issuer's legal counsel, from a credit-worthy source
acceptable to the Issuer.
(h) 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 Underwriter and other financing participants with the Issuer'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, 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.
All requirements of the Code must be satisfied including, without
limitation, the requirement of final approval of the issuance of the Bonds from the
County Board of Supervisors, after a public hearing following reasonable notice, prior to
closing.
Section 14. 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 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 Bonds and all other documents and
certificates relating to the tax-exempt status of interest on the Bonds.
Section 15. 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 16. In the event of the inability or unavailability of any official of the Issuer to
perfoini 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.
Bond Resolution 7

Section 17. 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 18. 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 Bonds are hereby approved and ratified.
Further, all actions previously taken in connection with the preparation and publication of a
Notice of Public Hearing and the conducting of a public hearing relating to the issuance of the
Bonds as required by the Code, are also hereby authorized, ratified, and confirmed, and the
Issuer hereby approves the issuance of the Bonds for all purposes under the Code other than
those specifically waived herein.
Section 19. The provisions of this Resolution are hereby declared to be separable, and
if any action, phrase or provision shall 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 20. 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 21. The provisions of this Resolution shall be in full force and effect from and
after its passage as provided by law.
Section 22. Any provisions of the Issuer's Bylaws, Procedural Pamphlet, 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 Pamphlet, or resolution
or any part thereof.
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.
Bond Resolution 8

PASSED, ADOPTED, AND APPROVED on May 9, 2017.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA
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Bond Resolution