HERITAGE 2025 - SUMMARY LETTER (REVISED).PDF
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8687 East Via de Ventura, Suite 306 Scottsdale, Arizona 85258 www.mcida.com February 6, 2025 To: Board of Supervisors Board of Directors Maricopa County, Arizona The Industrial Development Authority of the County of Maricopa Re: Not to Exceed $36,500,000 The Industrial Development Authority of the County of Maricopa Charter School Revenue Bonds (Heritage Academy - Maricopa Campus Project), Series 2025 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 February 11, 2025, the Board will be asked to grant final approval and adopt a resolution authorizing the issuance and sale of the Bond 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, Heritage Academy Maricopa, Inc. (the “Borrower”) is an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), operates charter schools established under Title 15, Chapter 1, Article 8 of the Arizona Revised Statutes, as amended. PROJECT The Authority will loan the proceeds of the Bonds to the Borrower to be used, together with other available moneys, to finance the acquisition, construction, improvement, and/or equipping of additions to the high school located at 41000 West Heroes Way, Maricopa, Arizona, and land, buildings and related amenities for an elementary school located, or to be located, near the intersection of Honeycutt Road and Porter Road in Maricopa, Arizona (the “Project”). 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. Board of Supervisors Board of Directors February 6, 2025 Page 2 FINANCING PARTICIPANTS The major financing participants, in addition to the Authority, are as follows: Applicant/Borrower: Heritage Academy Maricopa, Inc. Borrower’s Counsel: Warren Charter Law Underwriter/Disclosure Counsel: Gilmore & Bell, P.C. Bond Counsel: Squire Patton Boggs (US) LLP Bond Holder Representative: Hamlin Capital Management, LLC Bond Holder Representative Counsel: McCarter & English, LLP Underwriter: D.A. Davidson & Co. Trustee: UMB Bank, National Association PRINCIPAL FINANCING DOCUMENTS Document Parties Amended and Restated Trust Indenture, including the forms of the Bonds (“Bond Indenture”) Authority and Bond Trustee Amended and Restated Loan Agreement Authority and Borrower Deed of Trust, Security Agreement, Assignment of Rents and Leases, and Fixture Filing (“Deed of Trust”) Borrower Bond Purchase Agreement Authority, Borrower and Underwriter Preliminary Limited Offering Memorandum Borrower PLAN OF FINANCING The Authority will issue the Bonds under and pursuant to the terms and provisions of the Bond Indenture in the aggregate principal amount not to exceed $36,500,000. The proceeds from the sale of the Bonds will be loaned by the Authority to the Borrower pursuant to the terms of the Loan Agreement. The Borrower will enter into the Loan Agreement to evidence the obligations of the Borrower to make loan repayments in amounts necessary to pay the principal and interest on the Bonds. The Borrower will also execute the Deed of Trust granting the Trustee a first lien on and security interest in the elementary school property to further secure the Bonds and amounts due under the Loan Agreement. The Bonds will be sold by the Underwriter pursuant to the bond purchase agreement. The Underwriter will distribute to investors a Preliminary Limited Offering Memorandum, which, together with certain changes thereto, will become the final Limited Offering Memorandum, relating to the Bonds and the Project. Board of Supervisors Board of Directors February 6, 2025 Page 3 A tax certificate and agreement 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. On or prior to closing the Authority will receive an opinion from Bond Counsel to the effect that interest on the Bonds will be exempt from federal and State income taxes. FINAL APPROVAL At its meeting on February 11, 2025, 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 February 26, 2025, to act as required by law to adopt a resolution approving the issuance of the Bonds under the Act. 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 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 March, 2025. 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. 1103541146\3\AMERICAS A RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA AUTHORIZING THE EXECUTION AND DELIVERY OF AN AMENDED AND RESTATED TRUST INDENTURE AND AN AMENDED AND RESTATED LOAN AGREEMENT RELATED TO ITS OUTSTANDING CHARTER SCHOOL REVENUE BONDS (HERITAGE ACADEMY – MARICOPA CAMPUS PROJECT), SERIES 2019; APPROVING THE TERMS OF SUCH DOCUMENTS; AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF ITS TAX-EXEMPT AND/OR TAXABLE CHARTER SCHOOL REVENUE BONDS (HERITAGE ACADEMY – MARICOPA CAMPUS PROJECT), SERIES 2025, IN AN AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF NOT TO EXCEED $36,500,000 PURSUANT TO SUCH DOCUMENTS; AND RELATED MATTERS WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Authority”) is a 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/or unsecured loans to finance the acquisition, construction, improvement, equipping or operating of a “project” (as defined in the Act), whenever the Board of Directors of the Authority (the “Board of Directors”) finds such loans to further advance the public interests; and WHEREAS, Heritage Academy Maricopa, 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”), operates a charter school established under Title 15, Chapter 1, Article 8 of the Arizona Revised Statutes, as amended; and WHEREAS, in order to carry out the purposes of the Act, the Authority previously issued $12,930,000 Charter School Revenue Bonds (Heritage Academy – Maricopa Campus Project), Series 2019A-1, not to exceed $3,595,000 Charter School Revenue Bonds (Heritage Academy – Maricopa Campus Project) Series 2019A-2, and $675,000 Charter School Revenue Bonds (Heritage Academy - Maricopa Campus Project) Series 2019B (Federally Taxable) (collectively, the “Series 2019 Bonds”) pursuant to the Trust Indenture, dated as of February 1, 2019 (the “Original Indenture”), between the Issuer and UMB Bank, National Association, as trustee (the “Trustee”), and loaned the proceeds of the Series 2019 Bonds to the Borrower (successor to Heritage Academy, Inc.), pursuant to the Loan Agreement, dated as of February 1, 2019 (the “Original Loan Agreement”), between the Issuer and the Borrower; and WHEREAS, the Borrower used the proceeds of the Series 2019 Bonds, among other things, to finance the costs of acquiring, constructing, improving and equipping charter school facilities 2 1103541146\3\AMERICAS located at 41000 West Heroes Way, Maricopa, Arizona (the “High School Campus”), which are owned by the Borrower and used in connection with its charter school operations; and WHEREAS, the Borrower has requested that the maturity date and the optional redemption provisions related to the Series 2019 Bonds and certain other provisions in the Original Indenture and the Original Loan Agreement be amended pursuant to an Amended and Restated Trust Indenture, to be dated as of the first day of the month in which the Series 2025 Bonds (as defined below) are issued (the “Indenture”), between the Authority and the Trustee, and an Amended and Restated Loan Agreement, to be dated as of the first day of the month in which the Series 2025 Bonds are issued (the “Loan Agreement”), between the Authority and the Borrower, as applicable; and WHEREAS, the Authority and the Trustee are authorized to execute the Indenture and the Loan Agreement to amend the Original Indenture and the Original Loan Agreement, as applicable, if certain conditions set forth in the Original Indenture are met, including receipt of the written consent of the representative (the “Bondholder Representative”) of the Beneficial Owners of a majority in aggregate principal amount of the Bonds at the time Outstanding (as each such term is defined in the Original Indenture), currently only the Series 2019 Bonds; and WHEREAS, the Borrower also has requested that, simultaneously with the amendment of the Original Indenture and the Original Loan Agreement, the Authority issue additional revenue bonds to assist the Borrower in financing the costs of acquiring, constructing, improving, equipping and operating, as applicable, additions to the High School Campus and land, buildings and related amenities located, or to be located, near the intersection of Honeycutt Road and Porter Road in Maricopa, Arizona (the “Elementary School Campus”), for use by the Borrower in connection with its charter school operations; 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 Charter School Revenue Bonds (Heritage Academy – Maricopa Campus Project), Series 2025 (the “Series 2025 Bonds”), in an aggregate original principal amount of not to exceed $36,500,000, the proceeds of which will be loaned to the Borrower to (i) pay the costs of acquiring, constructing, improving, equipping and operating, as applicable, additions to the High School Campus and the Elementary School Campus, (ii) fund any required reserve funds as set forth in the Indenture, (iii) pay capitalized interest on the Series 2025 Bonds, and (iv) pay certain expenses relating to issuance and sale of the Series 2025 Bonds (the “Series 2025 Project”); and WHEREAS, the Series 2025 Bonds will be issued pursuant to the Indenture, and the proceeds of the Series 2025 Bonds will be used to make a loan to the Borrower pursuant to the Loan Agreement; and WHEREAS, the Series 2025 Bonds will be payable on a parity with the Series 2019 Bonds from the trust estate established under the Indenture, which includes or will include, among other things, (a) payments of principal of and interest on the promissory note executed in connection with issuance of the Series 2019 Bonds and a Series 2025 Promissory Note to be executed by the Borrower to the Issuer and assigned to the Trustee (the “Series 2025 Promissory Note”), which will be secured by a first priority lien on the Borrower’s Pledged Revenues (as defined in the 3 1103541146\3\AMERICAS Indenture), (b) the deed of trust executed by the Borrower in connection with the issuance of the Series 2019 Bonds, granting the Trustee a first priority lien on and security interest in the High School Campus, as the same may be supplemented or amended in connection with issuance of the Series 2025 Bonds, and a Deed of Trust, Security Agreement, Assignment of Rents and Leases, and Fixture Filing (the “Series 2025 Deed of Trust”), executed by the Borrower and granting the Trustee a first priority lien on and security interest in the Elementary School Campus, and (c) certain funds established under the Indenture and held by the Trustee; and WHEREAS, the Series 2025 Bonds will be sold by D.A. Davidson & Co., Inc., as underwriter (the “Underwriter”), pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”), among the Authority, the Borrower and the Underwriter, and the Underwriter will distribute to investors a preliminary limited offering memorandum relating to the Series 2025 Bonds and describing the transaction (the “Preliminary Limited Offering Memorandum”), which, together with certain changes thereto, will become the final limited offering memorandum relating to the Series 2025 Bonds and describing the transaction (the “Limited Offering Memorandum”); and WHEREAS, there have been prepared and presented to the Board of Directors substantially final forms of the following documents which the Authority proposes to approve or authorize (collectively, including the exhibits thereto, the “Documents”): (a) the Indenture, including the initial form of the Series 2025 Bonds; (b) the Loan Agreement, including the form of the Series 2025 Promissory Note; (c) the Series 2025 Deed of Trust; (d) the Bond Purchase Agreement; and (e) the Preliminary Limited Offering Memorandum. 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 amendment of the Original Indenture and the Original Loan Agreement and the issuance and sale of the Series 2025 Bonds are hereby approved and ratified. Section 2. Findings. The Board of Directors finds and determines that (a) the issuance of the Series 2025 Bonds and the making of a loan to the Borrower for the purpose of financing all or a portion of the cost of the Series 2025 Project are in furtherance of the purposes and interests of the Authority and the Act and are in the public interest and (b) the Series 2025 Project will constitute a “project” within the meaning of the Act. Section 3. Authorization and Terms of Bonds. The Series 2025 Bonds, which shall be named as set forth herein or as otherwise set forth in the Indenture, are hereby approved and authorized to be issued pursuant to a plan of finance in an aggregate principal amount of not to exceed $36,500,000, to be dated, to mature (no later than 40 years after their date of issuance), to 4 1103541146\3\AMERICAS bear interest (not in any event to exceed 10 percent per year as of the date of issuance and such rate shall be subject to adjustment as set forth in the Indenture, provided that the rate will not exceed the maximum rate permitted by law), to be subject to redemption, to be payable as to principal and interest, and with such other terms, all as provided in the executed Indenture and the Bond Purchase Agreement. Section 4. Special Limited Obligations. The Series 2025 Bonds shall be payable solely from the property held and receipts and revenues received by, or on behalf of, the Authority pursuant to the Indenture and the Loan Agreement. 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 2025 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 2025 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. Conditions. The Indenture and the Loan Agreement shall not be executed and delivered unless and until: (i) the Trustee receives written consent and approval of the Beneficial Owners (or their Bondholder Representative) of at least a majority of the aggregate principal amount of the Series 2019 Bonds currently Outstanding to such execution and delivery; and (ii) the other conditions of the Original Indenture required to be satisfied in connection with the execution of supplements and amendments to the Original Indenture and the Original Loan Agreement, including the delivery of opinions of Bond Counsel (as defined below) and counsel to the Borrower, are met. The execution and delivery of the Indenture and the Loan Agreement to amend the Original Indenture and the Original Loan Agreement, as applicable, is expressly conditioned upon the understanding that the Authority will not execute any document or consent to the execution of any document until the form of such documents and the forms of the opinions required to be delivered in connection with the execution thereof are acceptable to the Authority’s counsel. Additionally, the issuance of the Series 2025 Bonds shall be contingent upon the following conditions occurring on or prior to closing: (a) The Board of Supervisors of the County has approved the issuance of the Series 2025 Bonds. (b) The Arizona Attorney General does not inform the Authority that the Series 2025 Project being financed with the issuance of the Series 2025 Bonds does not come within the purview of the Act in the manner contemplated by Arizona Revised Statutes § 35-721.F. (c) The Authority receives an opinion from Squire Patton Boggs (US) LLP, as bond counsel (the “Bond Counsel”), in a form acceptable to the Authority, to the 5 1103541146\3\AMERICAS effect that interest on any tax-exempt series of the Series 2025 Bonds will be exempt from federal and State income taxes. (d) Satisfaction of all requirements of the Code. (e) The Borrower makes arrangements satisfactory to the Authority as to the payment of the Authority’s administrative fee. (f) 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 2025 Bonds, in form and substance satisfactory to the Authority’s legal counsel, from a credit-worthy source acceptable to the Authority. (g) If the Series 2025 Bonds are to be offered publicly, the Authority must either (i) receive evidence of an investment grade rating on the Series 2025 Bonds from a nationally recognized rating agency or (ii) receive investment letters from the initial purchaser(s) (or the equivalent representations from the investment advisor to the initial purchaser(s) or from the Underwriter) in form and substance satisfactory to the Authority’s legal counsel. (h) The Borrower delivers 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 2025 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. (i) The Authority must receive such consents, legal opinions, certificates, documents and other proceedings in connection with the Series 2025 Bonds as are necessary and advisable to evidence compliance by the Borrower and other financing participants with the Authority’s policies and procedures and applicable federal and State laws. (j) The legal opinions, certificates, agreements and other documents are in all material respect satisfactory to the Authority’s counsel. Section 6. Authority Documents; Authority’s Signatures. The forms, terms, and provisions of each of the Documents, in the forms of such Documents presented at 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 5 hereof, the Authority’s President, Vice President, Secretary/Treasurer and Executive Director (each an “Authorized Officer”) are each hereby authorized to execute and/or deliver, for and on behalf of the Authority, any of the Documents. Section 7. Sale of Bonds; Authentication. The sale of the Series 2025 Bonds to the Underwriter pursuant to the terms and provisions of the Bond Purchase Agreement is hereby authorized and approved. Any Authorized Officer is hereby authorized to execute and deliver to 6 1103541146\3\AMERICAS the Trustee a written order of the Authority for the authentication and delivery of the Series 2025 Bonds by the Trustee to the Underwriter. Section 8. Additional Documents. Upon satisfaction of the conditions set forth in Section 5 hereof, any Authorized Officer is each hereby authorized to execute and deliver, for an on behalf of the Authority, any and all additional agreements, certificates, documents and other instruments, in forms satisfactory to the Authority’s counsel, to carry out the purposes and intent of this Resolution or relating to the issuance, sale and delivery of the Series 2025 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 deliver such Documents, with respect to any one or more series of the Series 2025 Bonds. From and after the execution and delivery of each of the Documents, the officers, agents, employees and Executive Director 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 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 9. Further Actions. The officers, agents, employees and Executive Director of the Authority are hereby authorized to 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 documents required to be delivered in connection with the issuance, sale and delivery of the Series 2025 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. Limited Offering Memorandum. The lawful use and distribution by the Underwriter of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum relating to the original issuance of the Series 2025 Bonds and any amendments thereof or supplements thereto, are hereby authorized. Except for information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the headings “THE ISSUER” and “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 Limited Offering Memorandum and the Limited Offering Memorandum or any amendments thereof or supplements thereto, or in any reports, financial information, offering or disclosure documents or other information relating to the Series 2025 Project, the Borrower, or the history, businesses, properties, organization, management, financial condition, market area or any other matter relating to the Borrower, the Series 2025 Project or otherwise contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. Section 12. Irrepealability. After the Series 2025 Bonds are delivered by the Authority to the Underwriter upon receipt of payment therefor, this Resolution shall be and remain 7 1103541146\3\AMERICAS irrepealable until the Series 2025 Bonds and interest thereon shall have been fully paid, canceled, and discharged. Section 13. No Personal Liability. No director, officer, official, employee or agent of the Authority shall be subject to any personal liability or accountability by reason of the issuance of the Series 2025 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 14. 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 15. Waiver. Any provisions of the Authority’s Bylaws, procedural policies, 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 policies, or resolution or any part thereof. Section 16. 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 17. 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 18. 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 counsel in connection with issuance of the Series 2025 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 2025 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 Authority, the Board of Directors, the Executive Director or the Authority’s counsel is acting or will act as a municipal advisor, financial advisor or fiduciary to any party involved in the issuance of the Series 2025 Bonds. Section 19. Effective Date. This Resolution shall be effective immediately. [Signature page follows.] 8 1103541146\3\AMERICAS Adopted and approved on February 11, 2025. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA By: Authorized Officer