REID TRADITIONAL SCHOOLS 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 (REID TRADITIONAL SCHOOLS
PROJECTS) SERIES 2016, IN ONE OR MORE TAX-EXEMPT AND/OR
TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $26,000,000
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 (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, for the benefit of Reid Traditional
Schools, 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”);
WHEREAS, Reid Traditional Schools’ Valley Academy, Inc. (“Valley”), an Arizona
nonprofit corporation and an organization described in Section 501(c)(3) of the Code whose sole
member is the Borrower, previously borrowed the proceeds of the $5,860,000 original principal
amount of Education Revenue Bonds (Valley Academy Project), Series 2008 issued by The
Industrial Development Authority of the County of Pima (the “Series 2008 Bonds”), to, among
other things, finance the costs of constructing, improving, renovating and equipping, as
applicable, additions to land and a building located at 1520 West Rose Garden Lane, Phoenix,
Arizona (the “Existing Valley Campus”), currently owned by Valley and used in connection with
its charter school operation;
WHEREAS, Reid Traditional Schools’ Painted Rock Academy, Inc. (“Painted Rock”),
an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Code
whose sole member is the Borrower, previously borrowed the proceeds of the $9,220,000
original principal amount of Education Revenue Bonds (Painted Rock Academy Project), Series
2012A and $780,000 original principal amount of Education Revenue Bonds (Painted Rock
Academy Project), Series 2012B issued by The Industrial Development Authority of the City of
Phoenix, Arizona (together, the “Series 2012 Bonds” and, together with the Series 2008 Bonds,
the “Bonds Being Refunded”), to, among other things, finance the costs of acquiring, renovating,
improving and equipping, as applicable, land and a building located at 14800 North 25th Drive,
Phoenix, Arizona (the “Painted Rock Campus”), currently owned by Painted Rock and used in
connection with its charter school operations;
WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to,
together with other available moneys, (a) finance the Borrower’s acquisition of the Painted Rock
Campus and the Existing Valley Campus from Painted Rock and Valley, as applicable, by
Board of Supervisors Resolution

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 Additional” 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, on April 12, 2016, 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 April 4, 2016, 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
April 18, 2016, 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 April 18,
2016, has been presented to and considered by the Maricopa County Board of Supervisors; and
Board of Supervisors Resolution 2

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 $26,000,000 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 April 20, 2016.
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 April 18, 2016, 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 (Reid Traditional Schools Projects) Series 2016 (the “Bonds”) to be
issued in an aggregate principal amount not to exceed $26,000,000, in one or more tax-exempt
and/or taxable series.
The proceeds of the Bonds will be used to make a loan to Reid Traditional Schools, Inc.,
an Arizona nonprofit corporation and 501(c)(3) organization (the “Borrower”), to (a) finance the
Borrower’s acquisition (i) from Reid Traditional Schools’ Painted Rock Academy, Inc. (“Painted
Rock”), an Arizona nonprofit corporation and 501(c)(3) organization whose sole member is the
Borrower, of approximately 6.18 acres of land and an approximately 80,000 square foot building
thereon located at 14800 North 25th Drive, Phoenix, Arizona (the “Painted Rock Campus”), by
refunding with not to exceed $13,620,000 the $9,755,000 aggregate outstanding principal
amount of The Industrial Development Authority of the City of Phoenix, Arizona Education
Revenue Bonds (Painted Rock Academy Project), Series 2012A and Series 2012B, issued for the
benefit of Painted Rock to pay, among other things, the costs of acquiring, renovating, improving
and equipping the Painted Rock Campus, and (ii) from Reid Traditional Schools’ Valley
Academy, Inc. (“Valley”), an Arizona nonprofit corporation and 501(c)(3) organization whose
sole member is the Borrower, of approximately 9.0 acres of land and 67,300 square-foot facility,
including several single story classroom buildings and a 53,000 square-foot, two story building,
thereon located at 1520 West Rose Garden Lane, Phoenix, Arizona (the “Existing Valley
Campus”), by refunding with not to exceed $7,275,000 the $5,700,000 aggregate outstanding
principal amount of The Industrial Development Authority of the County of Pima Education
Revenue Bonds (Valley Academy Project), Series 2008, issued for the benefit of Valley to pay,
among other things, the costs of acquiring, constructing, renovating, improving and equipping
the Existing Valley Campus, (b) finance with not to exceed $5,100,000 the costs of demolishing
existing modular buildings and constructing, renovating, improving and equipping, as applicable,
an approximately 29,800 square feet of new building space, comprising one approximately
18,500 square foot single story classroom and administration building and one approximately
11,300 square foot gymnasium at the Existing Valley Campus (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”).
The facilities financed and/or refinanced with the proceeds of the Bonds will be owned
by the Borrower and will be leased to (a) with respect to the Painted Rock Campus, Painted
Rock, and (b) with respect to the Valley Campus, Valley.
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.
Board of Supervisors Resolution

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: “Reid Traditional Schools”.
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 331669313v3
Board of Supervisors Resolution