AAEC - MARICOPA TEFRA RESOLUTION (3).DOC

RESOLUTION NUMBER
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A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF
MARICOPA, ARIZONA, APPROVING THE ISSUANCE OF THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE COUNTY OF YAVAPAI EDUCATION
REFUNDING BONDS (ARIZONA AGRIBUSINESS AND EQUINE CENTER,
INC. PROJECT), SERIES 2015 (THE “SERIES 2015 BONDS”) IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $9,000,000
WHEREAS, The Industrial Development Authority of the County of Yavapai (the
“Issuer”) pursuant to the Industrial Development Financing Act, Title 35, Chapter 5, Arizona
Revised Statutes, as amended (the “Act”) is authorized to issue bonds and to use the proceeds
thereof to provide monies to finance or refinance charter school facilities within the State of
Arizona (the “State”);
WHEREAS, in order to carry out the purposes of the Act, the Industrial Development
Authority of the City of Tucson, Arizona (the “Original Issuer”) previously issued its Education
Revenue Bonds (Arizona Agribusiness and Equine Center, Inc. Project), Series 2004A and
Taxable Series 2004A-T (the “Series 2004 Bonds”), pursuant to an Indenture of Trust dated as of
October 1, 2004 (the “Initial Indenture”), and loaned the proceeds thereof to Arizona
Agribusiness & Equine Center, Inc. (the “Borrower”) under that certain Loan Agreement dated
as of October 1, 2004 (the “Initial Loan Agreement”) between the Borrower and the Original
Issuer, for the purposes of financing or refinancing of the acquisition, construction, improvement
and equipping of certain secondary education charter school facilities, including real property,
located in Maricopa County, Arizona, including (a) approximately 15,000 square feet comprising
15 classrooms, offices, storage and bathrooms at 1924 East Baseline Road, Phoenix, Arizona, (b)
approximately 15,000 square feet comprising 15 classrooms, offices, storage and bathrooms
located at 2165 North Power Road, Mesa, Arizona, (c) capital improvements to the facilities at
17811 North 32nd Street, Phoenix, Arizona and (d) certain costs associated with the issuance of
the Series 2004 Bonds (collectively, the “Series 2004 Project); and
WHEREAS, the Issuer now proposes to issue one or more series of its tax-exempt and/or
taxable Education Refunding Bonds (Arizona Agribusiness and Equine Center, Inc. Project),
Series 2015 (the “Series 2015 Bonds”), in an aggregate principal amount of not to exceed
$9,000,000, to finance and/or refinance the costs of (a) refinancing the Series 2004 Project
through the refunding of the Series 2004 Bonds, (b) funding any required reserve funds and (c)
paying certain issuance expenses relating to the Series 2015 Bonds (defined below) (collectively,
the “Series 2015 Project”);
WHEREAS, the County of Maricopa (the “County”) has been informed that bond
counsel, Kutak Rock LLP, has determined that the approval of the “applicable elected
representative” within the governmental unit having jurisdiction over the entire area of the State
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in which the Series 2015 Project is located is required to meet the requirements of Section 147(f)
of the Code with respect to the issuance of the Series 2015 Bonds;
WHEREAS, the Board of Supervisors of the County qualifies as a governmental unit
having jurisdiction over the entire area within the State in which the Project is located;
WHEREAS, in order to satisfy the requirements of Section 147(f) of the Code, such
governmental unit must approve the issuance of the Series 2015 Bonds after a public hearing
following reasonable public notice (the “Approval”);
WHEREAS, the Approval by the County is solely to satisfy the requirements set forth in
Section 147(f) of the Code. The Series 2015 Bonds and the obligation to pay principal of and
interest thereon do not constitute indebtedness or an obligation of the County, and the County is
without liability for the issuance of the Series 2015 Bonds as tax-exempt bonds, any and all
disclosure related to the Series 2015 Bonds, or omissions in any such disclosure related to the
Series 2015 Bonds;
WHEREAS, on May 20, 2015, at 8:30 A.M., Shelby Scharbach or her designee, an
authorized representative of Maricopa County, held and conducted a public hearing (the “Public
Hearing”) on behalf of Maricopa County, after reasonable public notice given by publication in
The Record Reporter on May 6, 2015 (a copy of the Notice of Public Hearing being attached
hereto), for the purpose of satisfying the requirements of Section 147(f) of the Code; and
WHEREAS, the Borrower has executed and delivered to Maricopa County, an
Indemnification Agreement in a form acceptable to Maricopa County and has paid or made
provision for the payment of Maricopa County’s administrative fee for handling this matter and
for the payment of the fees and expenses of special counsel to Maricopa County; and
WHEREAS, following the Public Hearing, this Board was provided a Report of Public
Hearing, such report indicating that no persons requested to comment or be heard at the Public
Hearing with respect to the proposed issuance of Series 2015 Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
THE COUNTY OF MARICOPA, ARIZONA, as follows:
1. The issuance of the Series 2015 Bonds as tax-exempt bonds in the aggregate
principal amount of $9,000,000 is approved for purposes of Section 147(f) of the Code; and
2. The appropriate officers of the Board of Supervisors of the County are hereby
authorized and directed to do all such things to execute and deliver all such documents on behalf
of the Board of Supervisors of the County as may be necessary or desirable to effectuate the
intent of this Resolution in connection with the Series 2015 Bonds, including the Indemnification
Agreement; and
3. It is intended that this Resolution shall constitute approval by the Board of
Supervisors of the County with respect to the issuance of the Series 2015 Bonds as tax-exempt
bonds solely to satisfy the requirements set forth in Section 147(f) of the Code.
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ADOPTED by the Maricopa County Board of Supervisors this 20th day of May, 2015.
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Chairman, Board of Supervisors
ATTEST:
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Clerk, Board of Supervisors
Attachment: Notice of Public Hearing (as published)
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4850-6965-3539.2

EXHIBIT A
NOTICE OF PUBLIC HEARING
Notice is hereby given that a public hearing will be held by the Maricopa County Board of
Supervisors (the “County”) at the Maricopa County Administration Offices, Main Floor Public Lobby,
301 West Jefferson, Phoenix, Arizona 85003 on May 20, 2015 at 8:30 a.m. PDT, regarding the proposed
plan of refinance and the proposed issuance by The Industrial Development Authority of the County of
Yavapai (the “Issuer”) of its Education Refunding Bonds (Arizona Agribusiness and Equine Center, Inc.
Project) Series 2015, in one or more tax-exempt and/or taxable series, in an aggregate principal amount
not to exceed $9,000,000 (the “Series 2015 Bonds”) at the request and for the benefit of Arizona
Agribusiness and Equine Center, Inc. (the “Borrower”), a duly organized and validly existing Arizona
nonprofit corporation and organization described in Section 501(c)(3) of the Internal Revenue Code of
1986 (the “Code”).
The proceeds of the Series 2015 Bonds will be used to make a loan to the Borrower for the
purposes of: (i) refinancing the acquisition, construction, improvement and equipping of certain
secondary education charter school facilities, including real property, located in Maricopa County,
Arizona, including (a) approximately 15,000 square feet comprising 15 classrooms, offices, storage and
bathrooms at 1924 East Baseline Road, Phoenix, Arizona (the “South Mountain Facilities”), (b)
approximately 15,000 square feet comprising 15 classrooms, offices, storage and bathrooms located at
2165 North Power Road, Mesa, Arizona (the “Red Mountain Facilities”), (c) capital improvements to the
facilities originally located at 17811 North 32nd Street, Phoenix, Arizona (which capital improvements
are currently located at 3775 East Union Hills Drive, Phoenix, Arizona) (the current location, the
“Paradise Valley Facilities”), and (d) certain costs associated with the issuance of the Issuer’s Education
Revenue Bonds (Arizona Agribusiness and Equine Center, Inc. Project), Series 2004A and Taxable
Series 2004A-T (the “Series 2004 Bonds”) through the refunding of the Series 2004 Bonds, (ii) funding
any required reserve funds, and (iii) paying certain expenses related to the issuance of the Series 2015
Bonds. The South Mountain Facilities, the Red Mountain Facilities and the Paradise Valley Facilities are
owned and operated by the Borrower as public charter high schools.
The principal of, premium, if any, and interest on the Series 2015 Bonds will not constitute an
indebtedness or liability of the Issuer, the County, 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 Series 2015 Bonds are issued. The
Issuer has no taxing power.
This public notice is published pursuant to the requirements of Section 147(f) of the Code. Any
interested persons may attend or send written comments and make known their view with respect to the
Series 2015 Bonds and the location and nature of the project to be financed. Any written comments
should be submitted to the Board of Supervisors of Maricopa County for receipt prior to the time and date
of such hearing, Attention: Chair, Board of Supervisors of Maricopa County, 10th Floor, 301 West
Jefferson, Phoenix, Arizona 85003, and clearly marked: “Arizona Agribusiness and Equine Center, Inc.
Project.” Further information can be obtained by calling (602) 506-3416.
Dated: May 6, 2015
THE COUNTY OF MARICOPA, ARIZONA
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