INDEMNIFICATION.PDF

INDEMNIFICATION AGREEMENT
THIS INDE ICATir AGREEMENT ("Agreement") is made and entered
into effective as of the llay of 2015, by Arizona Agribusiness and Equine
Center, Inc., an Arizona nonprofit car oration (the "Borrower"), for the benefit of the
Indemnified Parties (as defined herein).
WHEREAS, Borrower has requested The Industrial Development Authority of
the County of Yavapai (the "Issuer') issue and sell not to exceed $9,000,000 of the Issuer's
Education Refunding Bonds (Arizona Agribusiness and Equine Center, Inc. Project) Series 2015
(the "Bonds"), and loan the proceeds derived from the sale of the Bonds to the Borrower for the
purpose of financing or refinancing of (i) 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, and (c) capital improvements to the facilities
at 17811 North 32" Street, Phoenix, Arizona, through the refunding of the outstanding The
Industrial Development Authority of the City of Tucson, Arizona Education Revenue Bonds
(Arizona Agribusiness and Equine Center, Inc. Project) Series 2004A, (ii) funding of a debt
service reserve fund, and (iii) paying certain issuance expenses relating to the Bonds; and
WHEREAS, for the purposes hereof, the facilities to be refinanced with the
proceeds of the Bonds shall be referred to as the "Project"; and
WHEREAS, prior to the issuance of the Bonds, the Borrower and the Issuer must
satisfy the public hearing and approval requirements of Section 147(0 of the Internal Revenue
Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder (the
"Regulations"). Section 147(0 of the Code and the pertinent Regulations require that the
"governmental unit having jurisdiction over the area in which any facility, with respect to which
the financing is to be provided from the net proceeds of such issue, is located" approve the
issuance of the Bonds; and
WHEREAS, Maricopa County is a governmental unit having jurisdiction over the
area of Maricopa County in which the Project to be refinanced with the proceeds of the Bonds
will be located and Maricopa County is a governmental unit which must approve the issuance of
the Bonds for the purpose of satisfying the requirements of Section 147(0 of the Code; and
WHEREAS, the Board of Supervisors of Maricopa County is the governing body
of Maricopa County and the individuals who are members of this Board are the highest elected
officials of Maricopa County; and
WHEREAS, at the request of the Borrower, an authorized representative of
Maricopa County conducted a public hearing with respect to the proposed issuance of the Bonds;
and
WHEREAS, Maricopa County as a condition to approving the issuance of the
Bonds for the purpose of satisfying Section 147(0 of the Code, has required that the Borrower
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indemnify the Indemnified Parties (as defined herein) in the manner and to the extent provided
herein; and
WHEREAS, the term "Indemnified Parties" shall, for all purposes of this
Agreement, mean Maiicopa County, the past, present and future members of the Board of
Supervisors of Maricopa County, and its employees and agents, individually and collectively.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Borrower agrees as follows:
Borrower hereby covenants and agrees that it shall indemnify and hold harmless
each of the Indemnified Parties from and against any and all claims by or on behalf of any person
arising from any cause whatsoever in connection with this Agreement, the Project or the sale of
the Bonds to finance the Project, or the validity or enforceability of the Bonds or the tax-exempt
status of interest thereon, and all costs, reasonable counsel fees, expenses or liabilities incurred in
connection with any such claim or proceeding brought thereon; except that the Borrower shall
not be required to indemnify any person for damages caused by the gross negligence or willful
misconduct or breach of contract of such person. In the event that any action or proceeding is
brought against any one or more of the Indemnified Parties with respect to which indemnity may
be sought hereunder, the Borrower, upon written notice from the Indemnified Party (which
notice shall be given in a timely manner so as not to impair Borrower's rights to defend), shall
assume the investigation and defense thereof, including the employment of counsel acceptable to
the Indemnified Party and the payment of all expenses. An Indemnified Party shall have the
right to employ separate counsel in any such action or proceeding and to participate in the
defense thereof, but, unless such separate counsel is employed with the approval and consent of
Borrower, or because of a conflict of interest between the Borrower and the Indemnified Party,
the Borrower shall not be required to pay the fees and expenses of such separate counsel. The
Borrower agrees to execute any additional documents deemed necessary by an Indemnified Party
to evidence the indemnification provided for in this Agreement. At the request of Maiicopa
County, the Borrower agrees, in addition to the above indemnification, to pay the reasonable
costs and expenses of the County Attorney of Maricopa County in connection with the action or
proceeding giving rise to indemnification.
The Borrower hereby further indemnifies, and agrees to defend and hold
harmless, the Indemnified Parties against any and all losses, claims, damages, liabilities or
expenses whatsoever caused by any untrue or misleading statement, or alleged untrue or
misleading statement, of a material fact contained in any offering or disclosure document relating
to the Bonds ("Disclosure Statement") or the omission or alleged omission of any material fact
of any Disclosure Statement.
Any patty entitled to indemnification hereunder shall notify the Borrower of the
existence of any claim, demand, or other matter to which Borrower's indemnification obligation
applies, and shall give Borrower a reasonable opportunity to defend the same at its own expense
and with counsel satisfactory to the Indemnified Party; provided that an Indemnified Party shall
at all times also have the right to fully participate in the defense. If an Indemnified Party is
advised in an opinion of counsel that there may be legal defenses available to it which are
different from or in addition to those available to the Borrower or if the Borrower shall, after
receiving notice of Borrower's indemnification obligation and within a period of time necessary
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to preserve any and all defenses to any claim asserted, fails to assume the defense or to employ
counsel for that purpose satisfactory to an Indemnified Party, the Indemnified Party shall have
the tight, but not the obligation, to undertake the defense of, and to compromise or settle the
claim or other matter on behalf of, for the account of, and at the risk of, the Borrower. Borrower
shall be responsible for the reasonable counsel fees, costs, and expenses of the indemnified party
in conducting its defense.
The Borrower's obligations under this Agreement shall survive the payment and
retirement of the Bonds and the termination of the documents under which the Bonds were
authorized.
IN WITNESS WHEREOF, the Borrower has caused this Agreement to be duly
executed as of the date and year first above written.
ARIZONA AGRIBUSINESS AND EQUINE CENTER,
INC., an Arizona nonprofit corporation
0
By: k
Nam WIENESWAI I
Its: —.651fibtol-i)le iree-! ),'"
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