BOARD OF DIRECTORS OF IDA OF MC BOND RESOLUTION.PDF

A PROFESSIONAL CORPORATION
RYLEYCJ L .0 One North Central Avenue, Suite 1200
&APPLEWHITE Phoenix, Arizona 85004-4417
Attorneys P 602.440.4800P 602.257.9582
William Direct Line: F. Wilder 602-440-4802 Offices in Arizona www.rcalaw.com & Colorado
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
April 13, 2016
HAND DELIVERED
Maricopa County Board of Supervisors
Maricopa County th
301 West Jefferson Street, 10 Floor
Phoenix, Arizona 85003
Re: The Industrial Development Authority of the County of Maricopa
Education Revenue Bonds (Reid Traditional Schools Project), Series 2016
in an amount not to exceed $26,000,000
Gentlemen:
As I believe you are aware, we serve as legal counsel to The Industrial
Development Authority of the County of Maricopa (the "Maricopa IDA").
On behalf of Maricopa IDA, we have heretofore requested to be on the Board of
Supervisors Agenda for the meeting on April 20, 2016 for the purpose of requesting that the
Board of Supervisors adopt a Resolution approving the proceedings of the Maricopa IDA for the
issuance of the above-referenced bonds.
The foim of the Resolution for the Board of Supervisors' consideration has
heretofore been submitted to the Clerk of the Board of Supervisors.
The Maricopa IDA Board met on April 12, 2016, at which time the Maricopa
IDA Board adopted a Resolution approving the issuance of the above-referenced bonds.
A copy of the Maricopa IDA approving Resolution adopted on April 12, 2016 is
enclosed herewith, and has been filed with the Clerk of the Board of Supervisors.
A public hearing pursuant to Section 147(f) of the Internal Revenue Code of
1986, as amended, with respect to the issuance of the above-referenced bonds, will be conducted
by a representative of the Maricopa IDA on April 18, 2016, and a copy of the Report of Public
Hearing will be submitted to the Clerk of the Board of Supervisors prior to its meeting on April
20, 2016.
Enclosed herewith for your information is a copy of my report letter, dated
April 7, 2016, to the Maricopa IDA Board with regard to the proposed bond financing, setting
forth in some detail information regarding the project being financed and the financing terms.
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04/13/16

71( BLOC'
Ms. Fran McCarroll &APPLEWHITE Attorneys
April 13, 2016
Page 2
Certainly let me know if or to the extent you have any questions.
Yours very truly,
William F. Wilder
Enclosures
cc w/enc.: Ms. Fran McCarroll
Ms. Shelby Scharbach, Executive Director
710636.1
4/13/2016

A PROFESSIONAL CORPORATION
One North Central Avenue, Suite 1200
&AP EWH1TE Phoenix, Arizona 85004-4417
Attorneys P 602.440:4800 F 602.257.9582
Offices in Arizona & Colorado
www.rcalaw.com
William F. Wilder
Direct Line: 602-440-4802
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
April 7,2016
To: Members of Board of Directors
of The Industrial Development
Authority of the County of Maricopa
Re: Not to Exceed $26,000,000 — The Industrial Development Authority of
the County of Maricopa Education Revenue Bonds (Reid Traditional
Schools Projects), Series 2016A (Tax Exempt) and Series 2016B
(Taxable)
Ladies and Gentlemen:
At the Authority Board meeting on April 12, 2016, you will be asked to grant
final approval to the financing for the Reid Traditional Schools Projects and to adopt a
resolution authorizing the issuance and sale of the bonds as described above (the "Bonds").
The purpose of this letter is to provide you with a summary review of the proposed financing.
THE APPLICANT/BORROWER
The Applicant/Borrower for financing is Reid Traditional Schools, Inc.
(sometimes "Reid Traditional"), an Arizona nonprofit corporation designated as a 501(c)(3)
organization under the Internal Revenue Code of 1986, as amended (the "Code"). Reid
Traditional has two subsidiary corporations, namely Reid Traditional Schools' Valley
Academy, Inc. ("VA") and Reid Traditional Schools' Painted Rock Academy, Inc. ("PRA"),
each of which has been designated as a 501(c)(3) organization under the Code.
Each of VA and PRA holds a Charter School Contract with the Arizona State
Board of Charter Schools pursuant to which VA operates a school at the Valley Campus
located at 1520 West Rose Garden Lane, Phoenix, Arizona, and pursuant to which PRA
operates a school at the Painted Rock Campus located at 14841 North Black Canyon
Highway, Phoenix, Arizona.
THE PROJECT
The Project to be financed with the proceeds of the Bonds consists of the Applicant /
Borrower (i) acquiring from VA and PRA the respective Valley and Painted Rock Campuses
(described above which, in turn, will be leased back to VA and PRA), (ii) financing
improvements to the campuses including demolition of the existing modular buildings and
3977537.1
04/06/16

Members of Board of Directors &LAPP EWHITE
of The Industrial Development Authority Attorneys
of the County of Maricopa
April 7, 2016
Page 2
the construction, renovation, improvement and equipping of charter school facilities, (iii)
funding of capitalized interest on a portion of the Bonds, (iv) funding a debt service reserve
fund, and (v) paying certain expenses related to the issuance of the Bonds.
NOTIFICATION TO ARIZONA ATTORNEY GENERAL
As required by the provisions of Arizona Revised Statutes, Section 35-721.F,
the Authority will notify the Arizona Attorney General of the Authority's intention to issue
the Bonds.
PUBLIC HEARING
A public hearing pursuant to Section 147(f) of the Internal Revenue Code of
1986, as amended, relating to the issuance of the Bonds, will be held by a representative of
the Authority on April 18, 2016, and a Report of Public Hearing will be submitted to the
Maricopa County Board of Supervisors.
ALLOCATION FOR TAX EXEMPT FINANCING
No allocation of the Arizona "volume cap" is required for the issuance of the
Bonds.
FINANCING PARTICIPANTS
The major participants in the financing are as follows:
Issuer: The Industrial Development Authority of the County of
Maricopa
Issuer Counsel: Ryley Carlock & Applewhite, a professional
corporation
Applicant/Borrower: Reid Traditional Schools, Inc.
Master and Bond Trustee: BOKF, NA
Bond Underwriter: RBC Capital Markets, LLC
Bond Counsel: Greenberg Traurig, LLP
Applicant/Borrower Counsel: Warren Charter Law PLC
Bond Underwriter Counsel: Ballard Spahr, LLP

Members of Board of Directors &APPLEWHITE
of The Industrial Development Authority Attorneys
of the County of Maricopa
April 7, 2016
Page 3
PRINCIPAL FINANCING DOCUMENTS
Document Parties
Master Indenture of Trust dated as of May 1, 2016 Borrower and Trustee
(the "Indenture")
Supplemental Master Indenture for Obligation No. 1 Borrower and Trustee
dated as of May 1, 2016
Bond Indenture dated as of May 1, 2016 Issuer and Trustee
Loan Agreement dated as of May 1, 2016 (the "Loan Issuer and Borrower
Agreement")
Deed of Trust, Security Agreement, Assignment of Borrower
Rents and Leases and Fixture Filing dated as of
May 1, 2016 (the "Deed of Trust")
Offering Documents (Preliminary and Final) Borrower and Bond Underwriter
Tax Certificate and Agreement dated as of its date of Issuer and Borrower
execution (the "Tax Certificate")
Bond Purchase Agreement dated as of the date of Borrower, Issuer and Bond
execution Underwriter
PLAN OF FINANCING
Reid Traditional intends to utilize a master indenture structure for this
financing, the initial obligated group members being Reid Traditional, VA and PRA. To this
end the parties named above and the Master Trustee will be entering into a Master Indenture
of Trust and Supplemental Master Indenture for Obligation No. 1.
The aggregate amount of bond financing will be an amount not to exceed
$26,000,000. The Bonds will be issued under the Bond Indenture, in two Series, namely
Series 2016A (Tax Exempt) and Series 2016B (Taxable). The amount of each Series has not
yet been determined.
The proceeds from the sale of the Bonds will be loaned to Reid Traditional
pursuant to a Loan Agreement and Reid Traditional will have an unconditional obligation to

I -2
Members of Board of Directors &APPLEWHITE Attorneys
of The Industrial Development Authority
of the County of Maricopa
April 7, 2016
Page 4
repay the loan and thus the Bonds. The Bonds will bear interest at a fixed rated determined
at the time the Bonds are sold.
The Bond Underwriter, RBC Capital Markets, LLC, will purchase and place
the Bonds using the applicable Offering Documents and a Bond Purchase Agreement.
The obligations of Reid Traditional to make required loan repayments will be
secured by a Deed of Trust, Security Agreement, Assignment of Rents and Leases and
Fixture Filing.
The proceeds from the sale of the Bonds will be used by Reid Traditional to
purchase the existing Valley Academy Campus from VA and finance various improvements
to the Valley Academy campus and to purchase the existing Painted Rock Campus from PRA
and finance various improvements to the Painted Rock Campus. Both the Valley Academy
and Painted Rock Campuses will then be leased by Reid Traditional to VA and PRA,
respectively.
The amounts received by VA from the sale of its campus to Reid Traditional
will be used to pay off an existing loan from 2012 (the "2012 Loan") and to refund a series of
bonds issued for the benefit of VA by the City of Phoenix IDA in 2012 (the "Series 2012
Bonds").
In addition, a portion of the Bond proceeds will be used to refund (refinance)
the outstanding principal amount of a series of bonds issued for the benefit of VA in 2008, by
the Pima County IDA (the "Series 2008 Bonds"). The proceeds of the Series 2008 Bonds
were used by VA to finance construction and equipping of charter school facilities at the VA
Campus and to pay related costs of financing.
The amounts received by PRA from the sale of its campus to Reid
International will be used to assist in paying off the 2012 Loan and in refunding the Series
2012 Bonds.
FINAL APPROVAL
At the Authority Board meeting on April 12, 2016, the Board will be asked by
the Applicant/Borrower to grant final approval to the application for financing and to adopt a
resolution authorizing the issuance and sale of the Bonds. A copy of the proposed foul' of
resolution to be adopted is included in the Board packages.

Members of Board of Directors
of The Industrial Development Authority
of the County of Maricopa
April 7, 2016
Page 5
BOARD OF SUPERVISORS APPROVAL
If the Authority Board acts to grant final approval for the financing and to
adopt a resolution authorizing the issuance and sale of the Bonds, the Maricopa County by
Board of Supervisors will be requested, at its meeting on April 20, 2016, to act as required
law to adopt a resolution approving the proceedings of the Authority for the issuance of the
Bonds.
TRANSACTION CLOSING
If the required approvals of the Authority and the Maricopa County Board of
Supervisors are received, it is currently anticipated that the Bonds will be issued in May,
2016.
LEGAL COUNSEL RECOMMENDATION
As counsel to the Authority, we have reviewed drafts of the principal
financing documents, we have been advised that these documents are now in substantially
final form, and based upon our review of such and our review of the proceedings of the
Authority to date relating to the proposed issuance of the Bonds, we believe the financing
documents and proceedings are in substantial conforniance with the policies and guidelines
of the Authority and are in both form and substance acceptable for the Authority Board to act the
upon and that the Resolution presented to the Authority Board relating to authorizing acceptable for
issuance and sale of the Bonds, and related matters, is in form and substance
the Authority Board to adopt.


WHEREAS, the Borrower, Painted Rock and Valley (collectively, the "Obligated
Group"), will enter into a Master Indenture of Trust, to be dated as of the first day of the month
in which the Bonds (as defined below) are issued (the "Master Indenture"), among the Obligated
Group and BOKF, NA, as master trustee (the "Master Trustee"), pursuant to which the
Borrower, as Obligated Group Representative (as defined in the Master Trust Indenture), is
permitted to issue obligations from time to time (the "Obligations") 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, renovation, equipping or improvement of charter school facilities or
for other lawful and proper corporate purposes;
WHEREAS, the Borrower has requested that the Issuer issue its Education Revenue
Bonds (Reid Traditional Schools Projects), Series 2016 (the "Bonds"), in one or more tax-
exempt and/or taxable series, in an aggregate principal amount not to exceed $26,000,000, and
loan the proceeds thereof to the Borrower to (a) finance the Borrower's acquisition of the Painted
Rock Campus and the Existing Valley Campus from Painted Rock and Valley, as applicable, by
refunding the Bonds Being Refunded, which it will then lease back to Painted Rock and Valley,
as applicable, (b) finance the costs of constructing, renovating, improving and equipping, as
applicable, additions to the Valley Campus (the "Valley Campus Additions" and, together with
the Existing Valley Campus, the "Valley Campus"), (c) fund any required reserve funds, (d) pay
capitalized interest on a portion of the Bonds, and (e) 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 BOKF, 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 terms, maturities, provisions for redemption, security, and sources of
payment for the Bonds are 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 payments owed by the Obligated Group on Reid Traditional
Schools Obligation No. 1 ("Obligation No. 1"), 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. 1, to be
dated as of the first date of the month in which the Bonds are issued (the "Supplemental Master
Indenture No. 1"), and payable from the trust estate established under the Master Indenture,
which will include (i) the revenues of the Obligated Group, which will be pledged by the
Obligated Group as security for its obligations under the Master Indenture and the Obligations,
including Obligation No. 1, (ii) one or more deeds of trust, security agreements, assignments of
rents and leases, and fixture filings executed by the Borrower and granting a first priority lien on
the Painted Rock Campus and the Valley Campus (each, a "Deed of Trust"), and (iii) the debt
service reserve fund and certain other funds established under the Master Indenture and held by
the Master Trustee;
Bond Resolution 2

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"), upon
the proposed terms and conditions set forth in the Bond Purchase Agreement from the
Underwriter, to be accepted and approved by the Issuer and the Borrower, and the Underwriter
will distribute to investors a Preliminary Offering Statement (the "Preliminary Offering
Statement"), which, together with certain changes thereto, will become the final Offering
Statement, relating to the Bonds and describing the transaction (the "Offering Statement");
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 Bond Indenture (including forms
of Bonds attached thereto); (b) the Loan Agreement; (c) the Master Indenture; (d) the
Supplemental Master Indenture No. 1, including the form of Obligation No. 1; (e) the Bond
Purchase Agreement; and (f) the Preliminary Offering 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 folm 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 $26,000,000 are hereby authorized and approved as revenue bonds to be
designated "The Industrial Development Authority of the County of Maricopa Education Facility
Revenue Bonds (Reid Traditional Schools Projects), Series 2016," in one or more series or
subseries from time to time, as tax-exempt and/or taxable debt. The maximum aggregate Bonds
principal amount of the Bonds authorized by this Resolution shall be $26,000,000. The Indenture
shall be dated, be in fully registered form, and be transferable as provided in the Bond interest
(as executed and delivered by and on behalf of the Issuer). The Bonds shall mature, bear amounts set
at such rate or rates and shall be subject to the redemption at the times and at the mature
forth in the Bond Indenture (as executed and delivered), provided that the Bonds shall not the date
later than forty (40) years from the date of issuance. The Bonds shall bear interest from such rates
thereof at the rate calculated from time to time in accordance with the Bond Indenture, Indenture (as
not to exceed ten percent (10%) and payable at such times as provided in the Bond
Bond Resolution 3

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, 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 in the name shall of
represent the approved form of Bonds of the Issuer. The Bonds shall be executed with the manual or
the Issuer with the manual or facsimile signature of its President and Indenture, attested and the President or
facsimile signature of the Secretary, all as provided in the executed Bond and attested, to be delivered
any other officer of the Issuer shall cause the Bonds, as so
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 faun 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 now of
their approval of any and all changes or revisions therein from the form of Bond Indenture the
before this meeting. From and after the execution and delivery of the Bond Indenture,
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 fon 1, 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 faun 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 fowl, teinis and provisions of the Master Indenture, the Supplemental
Master Indenture No. 1 and the Deeds of Trust (including exhibits and appendices thereto) (the
"Obligated Group Documents") are in all respects approved. The Obligated Group Documents
Bond Resolution 4

shall be in substantially the forms now before the Issuer at this meeting and hereby approved, or
with such changes therein 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
$26,000,000 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 in the authorized, name and
empowered and directed to execute and deliver the Bond Purchase Agreement substantially the form now
on behalf of the Issuer. The Bond Purchase Agreement is to be in changes or revisions therein
before the Issuer at this meeting and hereby approved, or with this such meeting as shall be required by
from the form of Bond Purchase Agreement and after the now execution before and delivery of the Bond Purchase
legal counsel to the Issuer. Executive From Director, agents and employees of the Issuer are hereby
Agreement, authorized, empowered the officers, 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 Offering Statement (and
subsequent Offering 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 Offering Statement and the Offering Statement, the Issuer has not
confirmed, and assumes no responsibility for, the accuracy, sufficiency or fairness of any
statements in the Preliminary Offering Statement or the Offering Statement or any amendments
thereof or supplements thereto, or in any reports, financial information, offering or disclosure
documents or other infoirnation 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 Offering
Statement and the Offering 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 the Issuer
executed in connection with the issuance of the Bonds shall be construed as obligating
(except as a special limited obligation to the extent provided in such credit documents of the Issuer or instruments) or of the
or obligating the County, or as incurring a charge upon the general by this Resolution, any of the
County, nor shall the breach of any agreement contemplated executed in connection therewith impose any
Documents, or the any general other credit instrument of the or Issuer documents or of the County. The Issuer has no taxing power.
charge upon
Bond Resolution 5

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 issuance projects of (such the
bonds together with any bonds issued by the Issuer between this date and the assignment
Bonds shall be referred to herein as the "Other Bonds"). Any pledge, mortgage, pledged or or assigned
made in connection with the Other Bonds shall be protected, and Other any Bonds funds shall not be used for
for payment of principal, premium, if any, or interest on on the the Bonds. Any pledge, mortgage, or
the payment of principal, premium, if any, the Bonds or interest shall be protected, and no funds pledged or
assignment for made the payment in connection of the Bonds with shall be used for the payment of principal, premium, if
assigned
any, or interest on the Other Bonds.
Section 11. At the request of the Borrower, BOKF, NA, is hereby under designated, the Bond
approved and confirmed to act as trustee, paying agent and bond registrar
Indenture.
Section 12. At the request of the Borrower, RBC Capital Markets, LLC, 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 foul.' 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 in
distributed in connection with the offer and sale of the Bonds are correct and complete
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 privately placed, the underwriter, placement equivalent agent
or ultimate purchaser of the Bonds should submit an investment letter (or the their
representations) to the Issuer including representations that they have performed
own due diligence of the Project, and will purchase and hold the Bonds as a private
Bond Resolution 6

placement. Any subsequent resale of the Bonds must be restricted to accredited investors
or qualified institutional buyers.
(g) 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
faun 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
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 Bonds, in form
and substance satisfactory to the Issuer'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 Underwriter and other financing participants with the Issuer's
policies and procedures and applicable federal and State laws.
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.
(k) 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.
Bond Resolution 7

Section 16. 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 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 fonnal 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 April 12, 2016.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA
By:
Authorized Officer
PHX 331669306v3
Bond Resolution