LEGACY 2026 - SUMMARY LETTER.PDF
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8687 East Via de Ventura, Suite 306 Scottsdale, Arizona 85258 www.mcida.com March 5, 2026 To: Board of Supervisors Board of Directors Maricopa County, Arizona The Industrial Development Authority of the County of Maricopa Re: Not to Exceed $48,000,000 – The Industrial Development Authority of the County of Maricopa Education Revenue Bonds (Legacy Traditional Schools – Clemmons (North Carolina) Campus Project), Series 2026 Ladies and Gentlemen: At the meeting of the Board of Directors (the “Board”) of The Industrial Development Authority of the County of Maricopa (the “Authority”) on March 10, 2025, the Board will be asked to grant final approval and adopt a resolution authorizing the issuance and sale of the Bonds described above (the “Bonds”). This letter provides a summary of the proposed financing. AUTHORITY The Authority is an Arizona nonprofit corporation designated by law as a political subdivision of the State of Arizona. The Authority was formed with the permission of Maricopa County, Arizona (“Maricopa County”), and incorporated under and pursuant to the Arizona Industrial Development Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the “Act”). APPLICANT/BORROWER The Applicant/Borrower, Legacy Traditional Schools – North Carolina (the “Borrower”), is a North Carolina nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). The Borrower intends to open a charter school in Clemmons, North Carolina, serving students in grades K-8 that will be part of a multi-state system of charter schools, currently comprised of 21 schools in Arizona, 3 in Nevada,2 in Texas, and 1 in South Carolina, that are all managed by Vertex Education, LLC, an Arizona limited liability company. PROJECT The Authority will loan the proceeds of the Bonds to the Borrower to assist in purchasing the land and constructing charter school facilities to be located at 1544 Lewisville-Clemmons Road, Clemmons, North Carolina, and fund any required reserves as well as pay any costs or fees associated with the bond transaction (together, the “Project”). Board of Supervisors Board of Directors March 5, 2026 Page 2 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 its intention to issue the Bonds. TAX EXEMPT FINANCING 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. A public hearing will be held by a representative of the Authority on or about March 10, 2026. A public hearing will also be held in the host jurisdiction in North Carolina. No allocation of the Arizona “volume cap” is required for the issuance of the Bonds because the Bonds will be issued as “qualified 501(c)(3) bonds.” On or prior to closing, the Authority will receive an opinion from Squire Patton Boggs (US) LLP, as bond counsel, to the effect that interest on any tax-exempt series of the Bonds will be exempt from federal and State of Arizona income taxes. A tax certificate will be executed by the Authority and Borrower to evidence various representations and agreements aimed at establishing and preserving the tax-exempt status of the Bonds. FINANCING PARTICIPANTS The major financing participants, in addition to the Authority, are as follows: Applicant/Borrower: Legacy Traditional Schools – North Carolina Borrower’s Counsel: Warren Charter Law, PLC Borrower’s NC Counsel: Haynsworth Sinkler Boyd, P.A. Underwriters: Robert W. Baird & Co. and Raymond James Underwriter/Disclosure Counsel: Quarles & Brady LLP Bond Counsel: Squire Patton Boggs (US) LLP Financial Advisor: Specialized Public Finance Trustee: Wilmington Trust, National Association Trustee Counsel: Govier & Taboada LLP PRINCIPAL FINANCING DOCUMENTS Document Parties Bond Indenture, including the form of the Bonds Authority and Trustee Loan Agreement, including the form of the Promissory Note Authority and Borrower Board of Supervisors Board of Directors March 5, 2026 Page 3 Master Indenture and related supplemental master indentures, including the form of the Obligation Borrower, the Obligated Group, and Trustee Guaranty Agreement Legacy Traditional School - Chandler Bond Purchase Agreement Authority, Borrower and Underwriters Preliminary Official Statement Borrower PLAN OF FINANCING The Bonds will be issued in one or more series of tax-exempt or taxable bonds pursuant to the Bond Indenture as permitted under the terms and provisions of the Master Indenture, which permits the Obligated Group (currently comprised of 17 members, including Legacy Traditional School – Chandler, operating charter schools under the Legacy Traditional School name) to incur additional indebtedness if certain conditions are met. The Authority will loan the proceeds received from the sale of the Bonds to the Borrower pursuant to the Loan Agreement to be applied, together with other available moneys, to finance or refinance, as applicable, the Project as described above. The Borrower will be required to make loan repayments in amounts and at such times as necessary to pay principal and interest on the Bonds on their respective due dates. The Bonds will be payable from the trust estate established under the Bond Indenture, including the Obligation, which will be secured under the Master Indenture equally by revenues and collateral pledged by the Obligated Group for the benefit of all obligations under the Master Indenture. The Master Indenture will be modified and supplemented to recognize the obligations created in connection with this Bond transaction. The Bonds will be underwritten by the Underwriters and offered for sale pursuant to the Preliminary Official Statement and final Official Statement. FINAL APPROVAL At its meeting on March 10, 2026, the Authority Board will be asked to grant final approval and adopt a resolution authorizing the issuance and sale of the Bonds and related matters. A form of the Authority Board’s resolution is attached hereto. BOARD OF SUPERVISORS APPROVAL Under the provisions of A.R.S. § 35-721.B., the Bonds to be issued by the Authority require the approval of the Maricopa County Board of Supervisors. The Maricopa County Board of Supervisors is being requested, at its meeting on March 25, 2026, to act as required by law to adopt a resolution approving the issuance of the Bonds under the Act and with respect to Section 147(f) of the Code. Under the provisions of the Act, specifically A.R.S. § 35-742, Maricopa County is not in any event liable for the payment of principal or interest on any bonds, notes or other obligations issued Board of Supervisors Board of Directors March 5, 2026 Page 4 by the Authority or for the performance of any pledge, mortgage, obligation or agreement of any kind undertaken by the Authority, and none of the bonds, notes or other obligations, or any of its obligations thereunder, shall be construed to constitute an indebtedness of Maricopa County within the meaning of any constitutional or statutory provision. TRANSACTION CLOSING If the required approvals of the Authority Board and the Maricopa County Board of Supervisors are received, it is currently anticipated that the Bonds will be issued in May, 2026. LEGAL COUNSEL RECOMMENDATION General Counsel to the Authority has reviewed drafts of the principal financing documents and, based upon her review of such and her review of the proceedings of the Authority to date relating to the proposed issuance of the Bonds, she believes the principal financing documents are now in substantially final form, adequately meet the requirements of the Act, and are in both form and substance acceptable for the Authority Board to act upon, and that the Resolution of the Authority Board authorizing the issuance and sale of the Bonds and related matters and the Resolution of the Maricopa County Board of Supervisors approving the Bonds to be issued and related matters, are in form and substance acceptable for adoption. 1106594174\4\AMERICAS A RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF ITS TAX-EXEMPT AND/OR TAXABLE EDUCATION REVENUE BONDS (LEGACY TRADITIONAL SCHOOLS – CLEMMONS (NORTH CAROLINA) CAMPUS PROJECT), SERIES 2026, IN AN AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF NOT TO EXCEED $48,000,000 AND RELATED MATTERS WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Authority”) is an Arizona nonprofit corporation designated as a political subdivision of the State of Arizona (the “State”), incorporated with the approval of Maricopa County, Arizona (the “County”), pursuant to the provisions of the Constitution and laws of the State and under the Industrial Development Financing Act, Arizona Revised Statutes §§ 35-701 et seq, as amended (the “Act”); and WHEREAS, the Authority is authorized and empowered, among other things, to issue revenue bonds for the purposes set forth in the Act, including the making of secured and unsecured loans to finance or refinance the acquisition, construction, improvement, equipping or operating of a “project” (as defined in the Act), including any land, building or other improvement owned or operated by a nonprofit organization described in Section 501(c)(3) of the Code (as defined below), whenever the Board of Directors of the Authority (the “Board of Directors”) finds such loans to further advance the public interest; and WHEREAS, the Act specifically provides that the Authority may exercise its powers, including the power to issue bonds, to provide financing or refinancing of projects located in whole or in part outside the State, provided the Board of Directors has determined the exercise of such powers will provide a benefit within the State; and WHEREAS, Legacy Traditional Schools – North Carolina (the “Borrower”), a North Carolina nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), intends to open a charter school serving students in grades kindergarten through 8 (the “School”) that will be part of a multi-state system of charter schools, currently comprised of 21 schools in Arizona, three schools in Nevada, two schools in Texas, and one school in South Carolina, that are managed by Vertex Education, LLC, an Arizona limited liability company; and WHEREAS, the Borrower has requested that the Authority issue its revenue bonds for the purpose of assisting the Borrower with financing all or a portion of the costs of acquiring land located at 1544 Lewisville-Clemmons Road, Clemmons, North Carolina, and constructing, improving, equipping and operating buildings, related infrastructure and amenities thereon (together, the “Series 2026 Facilities”), for use in connection with operation of the School; and WHEREAS, in furtherance of the purposes and interests of the Authority under the Act, the Authority proposes to issue one or more series of its tax-exempt and/or taxable Education Revenue Bonds (Legacy Traditional Schools – Clemmons (North Carolina) Campus Project), Series 2026 (the “Series 2026 Bonds”), in an aggregate original principal amount of not to exceed 2 1106594174\4\AMERICAS $48,000,000, the proceeds of which will be loaned, in one or more loans, to the Borrower to (i) finance all or a portion of the costs of acquiring, constructing, improving, equipping and operating, as applicable, the Series 2026 Facilities; (ii) pay capitalized interest, if any, on all or a portion of the Series 2026 Bonds; (iii) fund any required reserve funds; and (iv) pay expenses relating to issuance of the Series 2026 Bonds (collectively, the “Series 2026 Project”); and WHEREAS, the Series 2026 Bonds will be issued pursuant to one or more bond indentures (individually or collectively, the “Bond Indenture”), between the Authority and Wilmington Trust, National Association (or such other trustee that may be selected by the Borrower and acceptable to the Authority), as bond trustee (the “Bond Trustee”), and the proceeds of the Series 2026 Bonds will be loaned to the Borrower pursuant to one or more loan agreements (individually or collectively, the “Loan Agreement”), between the Authority and the Borrower; and WHEREAS, Legacy Traditional School – Chandler (the “Guarantor”), an Arizona nonprofit corporation, will enter into a one or more guaranty agreements with the Bond Trustee (individually or collectively, the “Guaranty Agreement”) pursuant to which the Guarantor will guaranty the Borrower’s obligations to make payments of amounts due under the Loan Agreement and, in turn, payment of debt service on the Series 2026 Bonds; and WHEREAS, the Guarantor and certain of its affiliates (collectively, the “Obligated Group”) previously entered into a Master Indenture of Trust, dated as of May 1, 2014, as amended and supplemented (the “Master Indenture”), among the Obligated Group and Wilmington Trust, National Association (successor to Zions Bank, a division of ZB, National Association, formerly known as Zions First National Bank), as master trustee (the “Master Trustee”), pursuant to which the Guarantor, as Obligated Group Representative (as defined in the Master Indenture), is permitted to issue obligations (the “Legacy Traditional School Obligations”) from time to time 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 Legacy Traditional School Obligations in order to provide for the financing or refinancing of the acquisition, construction, equipping or improvement of charter school facilities or for other lawful and proper corporate purposes; and WHEREAS, the Guarantor’s obligations under the Guaranty Agreement will be secured by one or more Legacy Traditional School Obligations (individually or collectively, the “Obligation”) to be issued and executed by the Guarantor, as Obligated Group Representative, and delivered to the Bond Trustee pursuant to the Master Indenture, as supplemented by one or more supplemental master indentures related to the Obligation (individually or collectively, the “Obligation Supplemental Master Indenture”), between the Guarantor, as Obligated Group Representative, and the Master Trustee; and WHEREAS, the Series 2026 Bonds will be payable from the trust estate established under the Bond Indenture, which will include, among other things, (a) payments of principal of and interest on one or more promissory notes to be executed by the Borrower (individually or collectively, the “Promissory Note”) and assigned to the Bond Trustee, (b) one or more deeds of trust, security agreements, assignment of rents and leases to be executed by the Borrower, granting the Bond Trustee a first priority lien on and security interest in the Borrower’s fee interest in the Series 2026 Facilities (individually or collectively, the “Deed of Trust”), (c) the Guaranty 3 1106594174\4\AMERICAS Agreement and the Obligation, and (d) certain funds established under the Bond Indenture and held by the Bond Trustee; and WHEREAS, the Series 2026 Bonds will be sold by Robert W. Baird & Co., Incorporated and Raymond James & Associates, Inc. (or such other underwriter that may be selected by the Borrower and acceptable to the Authority), as underwriter (the “Underwriter”), pursuant to one or more bond purchase agreements (individually or collectively, the “Bond Purchase Agreement”), among the Authority, the Borrower and the Underwriter, and the Underwriter will distribute to investors one or more preliminary official statements (individually or collectively, the “Preliminary Official Statement”), which, together with certain changes thereto, will become the final official statements, relating to the Series 2026 Bonds and describing the transaction (individually or collectively, the “Official Statement”); and WHEREAS, there have been prepared and presented to the Board of Directors of the Authority substantially final forms of the following documents which the Authority proposes to approve or authorize (collectively, the “Documents”): (a) the Bond Indenture, including the initial forms of the Series 2026 Bonds; (b) the Loan Agreement, including the form of the Promissory Note; (c) the Deed of Trust; (d) the Guaranty Agreement; (e) the Master Indenture and the Obligation Supplemental Master Indenture, including the form of the Obligation; (f) the Bond Purchase Agreement; and (g) the Preliminary Official Statement. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of The Industrial Development Authority of the County of Maricopa, as follows: Section 1. Ratification of Actions. All actions (not inconsistent with the provisions of this Resolution) heretofore taken by or at the direction of the Authority and its directors, officers, counsel, advisors, or agents directed toward the issuance and sale of the Series 2026 Bonds, are hereby approved and ratified. Section 2. Findings. The Board of Directors finds and determines that the issuance of the Series 2026 Bonds and the making of one or more loans to the Borrower for the purpose of financing all or a portion of the cost of the Series 2026 Project are in furtherance of the purposes and interests of the Authority and the Act and are in the public interest, and that the Series 2026 Project will constitute a “project” within the meaning of the Act. The Board of Directors further expressly finds and determines that the issuance by the Authority of the Series 2026 Bonds, which will be guaranteed by the Guarantor and the other members of the Obligated Group, the majority of the members of which are Arizona entities, and the making of one or more loans to the Borrower 4 1106594174\4\AMERICAS to finance the costs of the Series 2026 Facilities for use in connection with operation of the School, which will be managed by an Arizona entity, will provide a benefit within the State. Section 3. Authorization and Terms of Series 2026 Bonds. The Series 2026 Bonds, which shall be named as set forth herein or as otherwise set forth in the Bond Indenture, are hereby approved and authorized to be issued pursuant to a plan of finance in an aggregate principal amount of not to exceed $48,000,000, in one or more series, to be dated, to mature (no later than 40 years after their date of issuance), to bear interest (not in any event to exceed 10 percent per year), to be subject to redemption, to be payable as to principal and interest, and with such other terms, all as provided in the executed Bond Indenture and the Bond Purchase Agreement. Section 4. Special Limited Obligations. The Series 2026 Bonds shall be payable solely from the property held and receipts and revenues received by or on behalf of the Authority pursuant to the Bond Indenture, the Loan Agreement and the Guaranty. Nothing contained in (a) this Resolution, (b) the Documents, or (c) any other agreement, certificate, document, or instrument executed in connection with the issuance of any of the Series 2026 Bonds shall be construed as obligating the Authority (except as a special limited obligation to the extent provided in such documents or instruments), or obligating the County or the State, to pay the principal of or premium, if any, or interest on the Series 2026 Bonds, or as incurring a charge upon the general credit of the Authority, the County or the State, nor shall the breach of any agreement contemplated by this Resolution, the Documents, or any other instrument or documents executed in connection herewith or therewith impose any charge upon the general credit of the Authority, the County or the State. The Authority has no taxing power. Section 5. Other Bonds. Prior to the issuance of the Series 2026 Bonds, the Authority has or will have issued, and subsequent to the issuance of the Series 2026 Bonds, the Authority may issue, bonds in connection with the financing of other projects (the “Other Bonds”). Any pledge, mortgage, or assignment made in connection with the Other Bonds shall be protected, and any funds pledged or assigned for payment of principal of or premium, if any, or interest on the Other Bonds shall not be used for the payment of principal of or premium, if any, or interest on the Series 2026 Bonds. Any pledge, mortgage, or assignment made in connection with the Series 2026 Bonds shall be protected, and no funds pledged or assigned for the payment of the Series 2026 Bonds shall be used for the payment of principal of or premium, if any, or interest on the Other Bonds. Section 6. Conditions. The Series 2026 Bonds shall not be issued unless and until: (a) The Board of Supervisors of the County has approved the issuance of the Series 2026 Bonds. (b) The Arizona Attorney General does not disapprove the issuance of the Series 2026 Bonds in the manner contemplated by Arizona Revised Statutes § 35-721. (c) All requirements of the Code applicable to the Series 2026 Bonds must be satisfied prior to closing. (d) On or prior to closing, the Authority shall receive an opinion from Squire Patton Boggs (US) LLP (or such other nationally recognized bond counsel that may be selected 5 1106594174\4\AMERICAS by the Borrower and acceptable to the Authority), as bond counsel (“Bond Counsel”), in a form acceptable to the Authority, to the effect that interest on any tax-exempt series of the Series 2026 Bonds will be excluded from gross income for federal income tax purposes and interest on the Series 2026 Bonds will be exempt from State income taxes. (e) On or prior to closing, the Borrower shall deliver an opinion or opinions, addressed and in form acceptable to the Authority, to the effect that any offering materials distributed in connection with the offer and sale of the Series 2026 Bonds are correct and complete in 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 Series 2026 Bonds are to be offered publicly, the Authority must either (i) receive evidence of an investment grade rating on the Series 2026 Bonds from a nationally recognized rating agency or (ii) receive investment letters from the initial purchaser(s) (or the equivalent representations from the Underwriter) in form and substance satisfactory to the Authority’s legal counsel and any subsequent transfers of the Series 2026 Bonds must be limited to “accredited investors” within the meaning of Rule 501 of Regulation D or “qualified institutional buyers” within the meaning of Rule 144A, promulgated under the Securities Act. (g) The Authority, its officers and directors, and the County, must be provided with full indemnification in connection with the issuance and sale of the Series 2026 Bonds, in form and substance satisfactory to the Authority’s legal counsel, from a credit-worthy source acceptable to the Authority. (h) Legal counsel to the Authority 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 Authority’s policies and procedures and applicable federal and State laws. (i) Prior to closing, the Borrower shall make arrangements satisfactory to the Authority as to the payment of the Authority’s administrative fee. (j) 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 Authority’s legal counsel as to which the legal counsel shall act reasonably. Section 7. Authority Documents; Authority’s Signatures; Additional Documents. The forms, terms, and provisions of each of the Documents, in the forms of such Documents (including the exhibits thereto) presented to this meeting, are hereby approved, with such insertions, deletions, and changes as are approved by the officers authorized to execute the Documents (which approval will be conclusively established by their execution and/or delivery thereof). Upon satisfaction of the conditions set forth in Section 6 hereof, the Authority’s President, Vice President, Secretary/Treasurer and Executive Director of the Authority (each an “Authorized Officer”) are each hereby authorized to execute and deliver each of the Documents and any and all additional 6 1106594174\4\AMERICAS agreements, certificates, documents and other instruments, in forms satisfactory to the Authority’s legal counsel, to carry out the purposes and intent of this Resolution or relating to the issuance of the Series 2026 Bonds, including a tax certificate and any and all documents required under the Code or the Act, or, with respect to any of the Documents not calling for execution by the Authority, to approve and/or deliver such Documents, with respect to any one or more series of the Series 2026 Bonds. From and after the execution, approval and/or delivery of each of the Documents, the Authorized Officers, the agents and the employees of the Authority are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents, certificates and assignments as may be necessary to carry out and comply with the provisions of each of the Documents (as executed, approved and delivered), including from time to time, to execute, on behalf of the Authority any subsequent amendments, waivers or consents entered into or given in accordance with the Documents. Section 8. Sale of Series 2026 Bonds; Authentication. The sale of the Series 2026 Bonds to the Underwriter pursuant to the terms and provisions of the Bond Purchase Agreement is hereby authorized and approved and each Authorized Officer is hereby authorized to execute and deliver the Bond Purchase Agreement. Any Authorized Officer is hereby authorized to execute and deliver to the Bond Trustee a written order of the Authority for the authentication and delivery of the Series 2026 Bonds by the Bond Trustee to the Underwriter. Section 9. Further Actions. The Authorized Officers, the agents and the employees of the Authority, upon satisfaction of the conditions set forth in Section 6 hereof, shall take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated hereby, including without limitation, the execution and delivery of the closing and other documents required to be delivered in connection with the issuance, sale and delivery of the Series 2026 Bonds. Section 10. Open Meeting Laws. It is found and determined that all formal actions of the Authority 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 legal requirements of the State and the Authority. Section 11. Official Statement. The lawful use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement relating to the original issuance of the Series 2026 Bonds and any amendments thereof or supplements thereto, are hereby authorized. Except for information contained in the Preliminary Official Statement and Official Statement under the headings “THE ISSUER” and “ABSENCE OF MATERIAL LITIGATION – The Issuer,” as such information relates to the Authority, the Authority has not confirmed, and assumes no responsibility for, the accuracy, sufficiency or fairness of any statements in the Preliminary Official Statement and Official Statement or any amendments thereof or supplements thereto, or in any reports, financial information, offering or disclosure documents or other information relating to the Series 2026 Project, the Borrower, the Obligated Group, or the history, businesses, properties, organization, management, financial condition, market area or any other matter relating to the Borrower, the Obligated Group, the Series 2026 Project or otherwise contained in the Preliminary Official Statement and Official Statement. 7 1106594174\4\AMERICAS Section 12. Public Hearing. All actions of the Authority heretofore taken or to be taken, in consultation with and at the direction of the Borrower and Bond Counsel, regarding a public hearing on the plan of financing the Series 2026 Project and the proposed issuance of the Series 2026 Bonds, as required by Section 147(f) of the Code, and the publication of a public notice of the hearing in such form is acceptable to the Borrower and Bond Counsel, are hereby ratified and approved. Section 13. Irrepealability. After the Series 2026 Bonds are delivered by the Authority to the Underwriter upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the Series 2026 Bonds and interest thereon shall have been fully paid, canceled, and discharged. Section 14. No Personal Liability. The Authorized Officers, members of the Board of Directors and any employee or agent of the Authority shall not be subject to any personal liability or accountability by reason of the issuance of the Series 2026 Bonds. The liability of the Authority 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 the Documents. Section 15. Severability. If any section, paragraph, clause, or provision of this Resolution shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution. Section 16. Waiver. Any provisions of the Authority’s Bylaws, procedural guidelines, 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 guidelines, or resolution or any part thereof. Section 17. Headings. Subject headings included in this Resolution are included for purpose of convenience only and shall not affect the construction or interpretation of any of its provisions. Section 18. Notice of Arizona Revised Statutes Section 38-511 - Cancellation. Notice of Arizona Revised Statutes Section 38-511 is hereby given. The provisions of that statute by this reference are incorporated herein to the extent of applicability to matters contained herein under the laws of the State. Section 19. Resolution Not to be Construed as Providing Advice Concerning Municipal Securities. None of this Resolution, any of the Documents or any action taken by the Authority, any member of the Board of Directors, the Executive Director or the Authority’s legal counsel in connection with issuance of the Series 2026 Bonds is intended to provide, and shall not be construed as providing, advice of any kind to the Borrower with respect to the issuance of the Series 2026 Bonds for purposes of 15 United States Code Section 78o-4(e)(4)(A)(i). The Authority is a conduit issuer and none of the Authorized Officers, the Board of Directors, the Authority’s employees or the Authority’s legal counsel is acting or will act as a municipal advisor, financial advisor or fiduciary to any party involved in the issuance of the Series 2026 Bonds. Section 20. Effective Date. This Resolution shall be effective immediately.