ACCEL.PDF

RESOLUTION
RESOLUTION OF THE BOARD OF SUPERVISORS OF
MARICOPA COUNTY, ARIZONA APPROVING THE ISSUANCE
BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
TOWN OF FLORENCE, INC. OF NOT TO EXCEED $3,000,000
PRINCIPAL AMOUNT OF ITS EDUCATION REVENUE BONDS,
AT THE REQUEST OF ACCEL
WHEREAS, The Industrial Development Authority of the Town of Florence, Inc.
(the "Authority") proposes to issue its Education Revenue Bonds at the request of ACCEL (the
"Borrower"), in a principal amount not to exceed $3,000,000 (the "Bonds") and to loan the proceeds
from the sale of the Bonds to the Boirower; for the purpose of refunding all of the outstanding The
Industrial Development Authority of the City of Phoenix 501(c)(3) Revenue Bonds (ACCL Project),
Series 2009 which were issued to finance the acquisition, construction, renovation, improvement,
expansion, equipping and operation of two private nonsectarian school facilities serving special
education students ages 5-22 and located at 1430 East Baseline Road, Tempe, Arizona and 2821
West Northern Avenue, Phoenix, Arizona (collectively the "Project"); and
WHEREAS, the Borrower has requested Maricopa County approve the refinancing of
the Project, and the issuance of the Bonds, in an amount not to exceed $3,000,000; and
WHEREAS, prior to the issuance of the Bonds, the Borrower and the Authority must
satisfy the public hearing and approval requirements of Section 147(f) of the Internal Revenue Code
of 1986, as amended (the "Code") and the regulations promulgated thereunder (the "Regulations").
Section 147(f) 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 Bonds; and
WHEREAS, Maricopa County is a governmental unit having jurisdiction over the
area of Marieopa County in which the Project 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(f) of the Code; and
WHEREAS, this Board 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, the Bonds will be special limited obligations of the Authority and will
not be a debt, obligation or liability of Maricopa County; and
WHEREAS, on November 17, 2014, at 9:00 A.M., Shelby Scharbach or her
designee, as an authorized representative of Marieopa 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 October 31, 2014 (a copy of the Notice of Public Hearing
being attached hereto as Exhibit A), for the purposes of satisfying the requirements of Section 147(f)
of the Code; and
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WHEREAS, the Borrower has executed and delivered to Maricopa County, an
Indemnification Agreement in a form acceptable to Maricopa County; and
WHEREAS, following the Public Hearing this Board was provided a Report of
Public Hearing which has been reviewed and considered by this Board, such report indicating that no
persons requested to comment or be heard at the Public Hearing with respect to any aspect of the
Project or the proposed issuance of Bonds to finance any portion of the Project.
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Maricopa
County, Arizona as follows:
1. The holding and conducting of a public hearing on behalf of Maricopa
County on November 17, 2014, pursuant to the Notice of Public Hearing
attached hereto as Exhibit A, is hereby ratified, approved and confirmed,
2. Solely for the purpose of satisfying the requirements of Section 147(f) of the
Code, the issuance of the Bonds by the Authority to provide funds to finance
the Project is approved, subject to the Bonds receiving any required approvals
of the Authority,
3. The Bonds shall not constitute a debt, obligation or liability of Maricopa
County or any political subdivision of Maricopa County, and neither
Maricopa County or any political subdivision of Maricopa County shall be
obligated for the payment of the Bonds, for the manner or extent to which the
proceeds from the sale of the Bonds are expended or for any aspect of the
acquisition, construction, reconstruction, renovation, or equipping of the
Project.
ADOPTED AND APPROVED this 19`11 day of November, 2014,
Chairman, Board of Supervisors
Maricopa County, Arizona
ATTEST:
Clerk, Board of Supervisors
Maricopa County, Arizona
APPROVED AS TO FORM:
E,VilYer, Esquire
Ryley Carlock & Applewhite
Counsel for Maricopa County
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Exhibit A
Notice of Public Hearing for Maricopa County, Arizona
Regarding a Plan of
The Industrial Development Authority
of the Town of Florence, Inc.
to Refinance a Project of ACCEL
Notice is hereby given that a representative of Maricopa County, Arizona (the "County"), will
hold a public hearing on Monday, November 17, 2014, commencing at 8:30 a.m. (MST) in the first floor
lobby of the County Administration Building, 301 W. Jefferson, 1st Floor, Phoenix, Arizona 85003 for
the purpose of providing an opportunity for interested persons to express their views, orally and in
writing, with respect to a proposed issuance by The Industrial Development Authority of the Town of
Florence, Inc, (the "Issuer") of its tax-exempt Education Revenue Bonds (ACCEL Refunding Project),
Series 2014, in the maximum aggregate principal amount of not to exceed $3,000,000 (the "Bonds") to
redeem and refund all of The Industrial Development Authority of the City of Phoenix 501(c)(3) Revenue
Bonds (ACCEL Project), Series 2009 (the "Bonds to be Refunded") and to pay all or a portion of the
costs of issuance of the Bonds, The Bonds to be Refunded were used to finance or refinance the
acquisition, construction, renovation, improvement, expansion, equipping and operation of two private
nonsectarian school facilities serving special education students ages 5-22 and located at 1430 East
Baseline Road in Tempe, Arizona and 2821 West Northern Avenue in Phoenix, Arizona (collectively, the
"Project").
The Project is owned and operated by ACCEL, an Arizona nonprofit corporation designated as a
501(c)(3) corporation under the Internal Revenue Code of 1986, as amended (the "Code").
The Bonds will be limited obligations of the Issuer and will not create a general obligation or a
pledge of the faith and credit or the taxing power of the State of Arizona, the County, or the Issuer, or any
agency or political subdivision thereof, The Issuer has no taxing power.
This notice is published pursuant to the requirements of Section 147(f) of the Code.
Any person may appear at the hearing and express his or her views, or may submit his or her
views in writing, regarding the proposed project and/or the issuance of the Bonds. Any written
submission should be sent to Ryley Carlock & Applewhite, One North Central Avenue, Suite 1200,
Phoenix, Arizona 85004, Attention: William E, Wilder, Esq., clearly marked: Education Revenue Bonds
(ACCEL Refunding Project), Series 2014. Written submissions must be mailed or delivered in sufficient
time to be received prior to the public hearing. Anyone desiring to attend the hearing who requires
special accommodations should call William F. Wilder at (602) 440-4802 to request such
accommodations.
DATED: October 31, 2014.
MARICOPA COUNTY, ARIZONA
1155213

INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered
into as of effective as of the day of November, 2014, by ACCEL, an Arizona nonprofit
corporation ("ACCEL"), for the benefit of the Indemnified Parties (as defined herein).
WHEREAS, ACCEL has requested The Industrial Development Authority of the
Town of Florence, Inc, (the "Authority") issue and sell riot to exceed $3,000,000 of the
Authority's Education Revenue Bonds (the "Bonds") and loan the proceeds derived from the sale
of the Bonds to refund all of the outstanding The Industrial Development Authority of the City of
Phoenix 501(0(3) Revenue Bonds (ACCEL Project), Series 2009 which were issued to finance
the acquisition, construction, renovation, improvement, expansion, equipping and operation of
two private nonsectarian school facilities serving special education students ages 5-22 and
located at 1430 East Baseline Road, Tempe, Arizona and 2821 West Northern Avenue, Phoenix,
Arizona (collectively the "Project"); and
WHEREAS, ACCEL has requested Marieopa County approve the financing of
the Project, and the issuance of the Bonds, in an amount not to exceed $3,000,000; and
WHEREAS, prior to the issuance of the Bonds, ACCEL and the Authority must
satisfy the public hearing and approval requirements of Section 147(f) of the Internal Revenue
Code of 1986, as amended (the "Code") and the regulations promulgated thereunder (the
"Regulations"), Section 147(f) 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 suet) issue, is located approve the
issuance of the Bonds; and
WHEREAS, Maticopa County is a governmental unit having jurisdiction over the
area of Maricopa County in which the Project is 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(f) of the Code; and
WHEREAS, the Board of Supervisors of Marieopa 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, Maricopa County as a condition to approving the issuance of the
Bonds for the purpose of satisfying Section 147(f) of the Code, has required that ACCEL
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 Maricopa 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, ACCEL agrees as follows:
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ACCEL 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, 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 ACCEL shall not be required to
indemnify any person for damages caused by the 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,
ACCEL, upon written notice from the indemnified party (which notice shall be given in a timely
manner so as not to impair ACCEL'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 ACCEL, or because of a
conflict of interest between ACCEL and the indemnified party, ACCEL shall not be required to
pay the fees and expenses of such separate counsel. ACCEL 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 Maricopa County, ACCEL agrees, in addition to the
above indemnification, to pay the reasonable Costs and expenses of the County Attorney of
Maricopa County or special counsel engaged to represent Maricopa County in connection with
the action or proceeding giving rise to indemnification,
ACCEL 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 party entitled to indemnification hereunder shall notify ACCEL of the
existence of any claim, demand, or other matter to which ACCEL's indemnification obligation
applies, and shall give ACCEL 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 ACCEL or if ACCEL shall, after receiving
notice of ACCEL's indemnification obligation and within a period of time necessary 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 right, 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, ACCEL, ACCEL shall be responsible
for the reasonable counsel fees, costs, and expenses of the indemnified party in conducting its
defense.
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ACCEL'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, ACCEL has caused this Agreement to be duly executed as of
the date and year first above written.
ACCEL, an Arizona nonprofit corporation
By:
Its:
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MARICOPA COUNTY, ARIZONA
REPORT OF PUBLIC HEARING WITH RESPECT TO
NOT TO EXCEED $3,000,000
OF
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE TOWN OF' FLORENCE, INC, REVENUE BONDS
On Wednesday, November 17, 2014, commencing at approximately 9:00 a,ni,, in the first floor
lobby, County Administration Building, 301 West Jefferson, Phoenix, Arizona 85003, the undersigned,
on behalf of Maricopa County, Arizona, conducted a Public Hearing pursuant to the requirements of
Section 147(f) of the Internal Revenue Code of 1986, as amended, regarding the proposed issuance by
The Industrial Development Authority of the Town of Florence, Inc, (the "Authority"), of its Education
Revenue Bonds to be issued for the benefit of ACCEL (the "Bonds"), in one or more series, in an
aggregate principal amount not to exceed $3,000,000,
A Notice of Public Hearing was published in The Record Reporter on October 31, 2014, and a
copy of the Notice of Public Hearing and an Affidavit of Publication of the Notice of Public Hearing are
attached to this report,
At the time and place set for the Public Hearing, 1 announced that the Public Hearing was opened
and asked if there were interested persona wishing to comment and be heard with regard to the proposed
issuance by the Authority of the Bonds. No persons appeared at the Public Hearing requesting to
comment or be heard with regard to the matters for which the Public Hearing was conducted, Also, prior
to the Publie Hearing I did not receive any written comments or questions regarding the subject matter of
the Public Hearing,
Whereupon, I declared the Public Hearing closed and am submitting this report.
DATED: November 17, 2014,
Shelby L. Scharbach
Authorized Representative of Maricopa County
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CERTIFICATE OF CLERK
OF BOARD OF SUPERVISORS
OF MARICOPA COUNTY, ARIZONA
The undersigned Fran MeCarroll, Clerk of the Board of Supervisors of Maricopa County,
Arizona, hereby certifies that attached hereto is a true and correct copy of a Resolution which
was adopted by the Board of Supervisors of Maricopa County, Arizona at a meeting duly and
regularly called and held on November 19, 2014, and I further certify that said Resolution has
not been modified, amended or revoked and is in full force and effect as of the date hereof
DATED: day of , 2014
Fran McCarroll
Clerk of the Board of Supervisors of
Maricopa County, Arizona
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