HERITAGE 2025 - SUMMARY LETTER (REVISED).PDF

Maricopa County — Formal (2025-01-24)

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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

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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

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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

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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

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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

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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

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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.]

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Adopted and approved on February 11, 2025. 
THE INDUSTRIAL DEVELOPMENT AUTHORITY 
OF THE COUNTY OF MARICOPA 
 
By:  
 
 
 
 
 
 
 
 
Authorized Officer