ADDITIONAL SUPPORTING DOCUMENTS.PDF

8687 East Via de Ventura
MARICOPA HT |DIAI Sulte 306
Scottsdale, Arizona 85258
CO U NTY www.mcida.com

Janis L. Larson
janis@mcida.com
602-834-5226 x 1

June 15, 2022
VIA FED EX

Ms. Juanita Garza, Clerk

Board of Supervisors, Maricopa County
301 West Jefferson, 10th Floor
Phoenix, Arizona 85003-2148

Re: Not to Exceed $6,500,000 The Industrial Development Authority of the
County of Maricopa Education Revenue Bonds (New Learning Ventures
Project), Series 2022 — C-18-22-193-X-00

Dear Ms. Garza:

On June 14, 2022, the Board of Directors of The Industrial Development Authority
of the County of Maricopa (the “Authority”) adopted a resolution authorizing and approving the
issuance of the above-referenced bonds. A copy of the approved resolution is included for the
records of Maricopa County.

As you and the Board of Supervisors are aware, the approving action of the
Authority requires the approval of the Board of Supervisors.

We requested to be on the Board of Supervisors’ agenda for the June 22, 2022,
meeting (your number C-18-22-193-X-00), and, in this regard, a copy of the proposed resolution
to be considered and adopted by the Board of Supervisors is included herein.

A public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986,
as amended (the “Code”), relating to the issuance of the 2022 Bonds, was held on June 15, 2022.
A copy of the Report of Public Hearing is attached for your records.

Finally, I am including a copy of a summary of the project prepared by our legal
counsel, John Fries, dated June 7, 2022, which provides more details of the planned financing.

Please let me know if you have any questions and, as always, we appreciate the
assistance you provide.
Yours very truly,

Janis Larson
Administrator

Enclosures

ce: Maricopa County Board of Supervisors
Ms. Andrea Cummings
Ms. Shelby Scharbach

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 EDUCATION
REVENUE BONDS (NEW LEARNING VENTURES PROJECT), SERIES 2022, IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $6,000,000 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 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 interest and to refund outstanding obligations incurred by an enterprise to finance
the cost of a project when the Board of Directors finds that the refinancing is in the public interest; and

WHEREAS, New Learning Ventures, Inc. (the “Borrower”), is an Arizona nonprofit corporation
duly organized and existing under the laws of the State and an organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, the Borrower has made an application to the Authority requesting that the Authority
issue its revenue bonds, tax-exempt and/or taxable, in one or more series pursuant to a plan of finance (the
“Bonds”) for the purpose of assisting the Borrower with the financing or refinancing, as applicable, of:
(a) the acquisition, renovation, improvement and equipping of an existing campus located at 200 E. Mitchell
Dr. in Phoenix, Arizona (the “Phoenix Modern Campus”), which the Borrower currently leases and operates
as a K-8 charter school known as “Phoenix Modern”; (b) certain existing taxable indebtedness of the
Borrower, the proceeds of which were used to pay working capital for the Borrower’s first three years of
operation of Phoenix Modern; (c) funding capitalized interest on a portion of the Bonds; and (d) the
payment of certain related issuance expenses (collectively, the “Project”); 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
(New Learning Ventures Project), Series 2022 (the “Bonds”), in an aggregate original principal amount of
not to exceed $6,000,000, the proceeds of which will be loaned to the Borrower to finance or refinance the
Project; and

WHEREAS, the Bonds will be issued pursuant to a Trust Indenture, to be dated as of the first day
of the month in which the Bonds are issued (the “Indenture”), between the Authority and a to be named
trustee, as trustee (the “Trustee”), and the proceeds of the Bonds will be loaned (the “Loan’) to the Borrower
pursuant to a Loan and Security Agreement, to be dated as of the first day of the month in which the Bonds
are issued (the “Loan Agreement”), between the Authority and the Borrower; and

DMFIRM #403501964 v3

WHEREAS, the Borrower will (i) repay the principal and interest on the Loan in the amounts and
at the times necessary for the Authority to timely pay debt service on the Bonds and (ii) pay other amounts
as required under the Loan Agreement and the Indenture, including without limitation periodic payments
to the Authority in amounts sufficient to pay the Authority’s administrative expenses; and

WHEREAS, to secure its obligations under the Loan Agreement, the Borrower may deliver to the
Authority or to the Trustee, for the benefit of the Bondholders, such mortgages, assignments, guaranties,
revenue pledges or other security, pursuant to one or more security agreements (the “Security
Agreements”), as may be necessary in connection with the offering and sale of the Bonds, and the Authority
may pledge and assign its rights under the Loan Agreement (including without limitation the Authority’s
rights to the loan payments made by the Borrower thereunder) and any such Security Agreements to the
Trustee for the benefit of Bondholders pursuant to one or more assignments (the “Assignments”); and

WHEREAS, in connection with the offering and sale of the Bonds, the Authority will enter into a
Placement Agent Agreement (the “Placement Agreement”) with RBC Capital Markets, LLC, as purchaser
of the Bonds (the “Placement Agent”), as acknowledged by the Borrower, and pursuant to which the
Placement Agent will sell the Bonds upon the terms and conditions set forth therein; 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 Indenture, including the initial forms of the Bonds;
(b) the Loan Agreement;

(c) the Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing,
to be effective as of the date of closing on the Bonds; and

(d) the Placement Agreement; and

WHEREAS, the Authority desires to authorize and approve the Project, the issuance, execution
and delivery of the Bonds, and the execution and delivery of the Documents, and such other instruments
and documents as shall be necessary or appropriate to effectuate the purposes of this Resolution;

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 Bonds, are hereby approved and ratified.

Section 2. Findings. The Board of Directors finds and determines that the issuance of the
Bonds and the making of a loan to the Borrower for the purpose of financing and/or refinancing all or
a portion of the cost of the Project and the costs and expenses incidental thereto, are in furtherance of
the purposes and interests of the Authority and the Act, are in the public interest, will provide a benefit
within the State, and that the Project will constitute a “project” within the meaning of the Act.

Section 3. Authorization and Terms of Bonds. The 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 $6,000,000, to be dated,

DMFIRM #403501964 v3

to mature (no later than 11 years after their date of issuance), to bear interest (not in any event to exceed
16 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 Placement Agreement.

Section 4. Special Limited Obligations. The 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
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 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 Bonds, the Authority has or will have
issued, and subsequent to the issuance of the 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 Bonds. Any pledge, mortgage, or assignment made
in connection with the Bonds shall be protected, and no funds pledged or assigned for the payment of
the Bonds shall be used for the payment of principal of or premium, if any, or interest on the Other
Bonds.

Section 6. Conditions. The Bonds shall not be issued unless and until:

(a) The Borrower fully complies with all applicable provisions of the Authority’s Procedural
Policies and Financing Application Guidelines, adopted July 17, 2018 (the “Procedural Guidelines”),
relating to the issuance and sale of the Bonds.

(b) Prior to closing, the Borrower shall make arrangements satisfactory to the Authority as to
the payment of the Authority’s administrative fee.

(c) The Arizona Attorney General does not disapprove the issuance of the Bonds in the manner
contemplated by Arizona Revised Statutes §§ 35-721.

(d) On or prior to the closing, the Authority shall receive an opinion from Ballard Spahr LLP
as bond counsel (the “Bond Counsel”), in a form acceptable to the Authority, to the effect that interest on
any tax-exempt series of Bonds will be exempt from federal and 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.

(63) If the Bonds are to be offered publicly, they must obtain an investment grade rating
acceptable to the Authority and its legal counsel from a nationally recognized rating agency. If such a
rating is not obtained, (a) the offer and sale of the 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, (b) any subsequent transfers and resales of the Bonds must

DMFIRM #403501964 v3

be similarly restricted, and (c) the Authority must receive investment letters from such purchasers (or
the equivalent representations from the placement agent) in form and substance satisfactory to the
Authority’s legal counsel.

(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 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 Placement Agent and other financing participants with the Authority’s policies and
procedures and applicable federal and State laws.

@ 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 shal! act reasonably.

(j) All requirements of the Code must be satisfied prior to closing.

(k) The Board of Supervisors of the County has approved the proceedings under which the
Bonds are to be issued.

Section 7. Authority Documents; Authority’s Signatures. 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, any
member of the Authority’s Board of Directors or the 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 agreements, certificates, documents and other instruments, in forms approved by
counsel to the Authority, as they may deem necessary or appropriate to implement and carry out the
purposes and intent of this Resolution or relating to the issuance of the Bonds 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 Bonds.

Section 8. Sale of the Bonds; Approval of the Placement Agreement.

(a) The Authority hereby authorizes and approves the sale of the Bonds to the Placement
Agent. The Bonds shall be sold at such rates and on such terms and conditions as are set forth in the
Placement Agreement.

(b) The Authority hereby authorizes and approves the execution of the Placement Agreement
containing such terms and provisions as Bond Counsel, counsel to the Authority and the Authorized
Officers of the Authority executing the same shall approve, such approval to be conclusively evidenced by
such officer’s execution thereof.

DMFIRM #403501964 v3

Section 9. Further Actions. The Authorized Officers, the agents, the employees and the
Executive Director 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
Bonds. From and after the execution and delivery of each of the Documents, the Authorized Officers,
agents and 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 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 (as executed and delivered).

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. Public Hearing. If directed by bond counsel, the Authority is hereby authorized to
arrange, in consultation with the Borrower and bond counsel, a date for a public hearing on the plan of
financing of the “project” and the proposed issuance of the Bonds, as required by Section 147(f) of the
Code, and to publish a public notice of the hearing in such form as approved by the Borrower and Bond
Counsel.

Section 12. Irrepealability. After the Bonds are delivered by the Authority to the Placement Agent
upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the Bonds and
interest thereon shall have been fully paid, canceled, and discharged.

Section 13. Additional Authorized Officers. In the event of the inability or unavailability of any
official of the Authority to perform any duty assigned to such official by the terms of this Resolution, any
director of the Authority or the Executive Director of the Authority is hereby authorized and directed to do
so.

Section 14. No Personal Liability. The members of the Board of Directors and any officer, official,
employee or agent of the Authority shall not be subject to any personal liability or accountability by reason
of the issuance of the 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 such 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.

DMFIRM #403501964 v3

Section 18. Notice. 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 counsel in connection
with issuance of the 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 Bonds for purposes of 15 United States
Code Section 780-4(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 Bonds.

Section 20. Effective Date of Resolution. This Resolution shall take effect immediately.

[Signature page follows.]

DMFIRM #403501964 v3

Adopted and Approved on June 14, 2022

THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA

By: hd. tbe Oe @t—

Authorized Officer

8687 East Via de Ventura

aren i FT IDIAT scotiotaie, nailaoe 85258

www.mcida.com

Janis L. Larson
janis@mcida.com
602-834-5226 x 1

June 15, 2022
VIA FED EX

Ms. Juanita Garza

Clerk, Board of Supervisors
MARICOPA COUNTY

301 West Jefferson, 10th Floor
Phoenix, Arizona 85003

Re: Not to exceed $6,500,000 The Industrial Development Authority of the County of
Maricopa Education Revenue Bonds (New Learning Ventures Project), Series
2022 (the “Bonds”) - C-18-22-193-X-00

Dear Ms. Garza:

On behalf of The Industrial Development Authority of the County of Maricopa, I am
hereby enclosing five counterpart Certificates of the Clerk of the Board of Supervisors of
Maricopa County, Arizona (and resolutions) that are necessary in connection with the issuance of
the Bonds for the benefit of New Learning Ventures, Inc. (Please keep one for your records.)

This matter will be considered by the Board of Supervisors on June 22, 2022, as your
number C-18-22-193-X-00. If approved, we would ask that the enclosed certificates and
resolutions be executed and returned via Fed Ex to our office.

Once you notify me the package is available to be picked up, I will email you a label that
will include a request for Fed Ex to pick up the package from your office.

If possible, because this bond closing is time sensitive and I need the certificates back as
soon as possible, I would appreciate if you could do a quick turn-around.
\
If you have any questions, please feel free to contact me at your earliest convenience.

Very truly yours,

= AAA a

Janis L. Larson
Administrator

Enclosures

A RESOLUTION OF THE MARICOPA COUNTY BOARD
OF SUPERVISORS APPROVING THE ISSUANCE BY THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
COUNTY OF MARICOPA OF ONE OR MORE SERIES OF
ITS TAX-EXEMPT AND/OR TAXABLE EDUCATION
REVENUE BONDS (NEW LEARNING VENTURES
PROJECT), SERIES 2022, IN AN AGGREGATE ORIGINAL
PRINCIPAL AMOUNT NOT TO EXCEED $6,500,000

WHEREAS, The Industrial Development Authority of the County of Maricopa (the
“Issuer”) is a nonprofit corporation designated a political subdivision of the State of Arizona
incorporated with the approval of the County of Maricopa, empowered under the Industrial
Development Financing Act, Arizona Revised Statutes § 35-701 et seq. (the “Act”), to issue
revenue bonds for the purposes set forth in the Act, including the making of secured or unsecured
loans for the purpose of financing or refinancing the acquisition, construction, improvement or
equipping of a “project” (as defined in the Act);

WHEREAS, the Issuer proposes to issue one or more series of its tax-exempt and/or
taxable Education Revenue Bonds (New Learning Ventures Project), Series 2022 (the “Bonds”),
in an aggregate original principal amount not to exceed $6,500,000, for the benefit of New
Learning Ventures, 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”),
which operates a charter school established under Arizona Revised Statutes Title 15, Chapter 1,
Article 8, as amended;

WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to
assist the Borrower with financing or refinancing, as applicable: (a) the acquisition, renovation,
improvement and equipping of an existing campus located at 200 E. Mitchell Dr. in Phoenix,
Arizona (the “Phoenix Modern Campus”), which the Borrower currently leases and operates as a
K-8 charter school known as “Phoenix Modern”; (b) certain existing taxable indebtedness of the
Borrower, the proceeds of which were used to pay working capital for the Borrower’s first three
years of operation of Phoenix Modern; (c) funding capitalized interest on a portion of the Bonds;
and (d) the payment of certain related issuance expenses; and

WHEREAS, on June 14, 2022, the Issuer resolved (the “Issuer's Resolution”) to issue the
Bonds, the Issuer's Resolution being conditioned upon, among other things, the granting of
approval to the issuance of the Bonds by the Maricopa County Board of Supervisors;

WHEREAS, the Issuer's Resolution has been made available to the Maricopa County
Board of Supervisors, and the Issuer's Resolution has been duly considered as of this date;

WHEREAS, the Issuer's Resolution authorizes, among other things, the issuance and sale

of the Bonds, the execution and delivery of a Trust Indenture, and related financing documents as
well as such other documents as required for the issuance of the Bonds;

DMFIRM #403505796 v3

WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of
Supervisors must approve the issuance of the Bond after a public hearing following reasonable
public notice;

WHEREAS, on June 2, 2022 a notice of public hearing was posted on the website
www.meida.com (the “Notice”), a public hearing with respect to the Bond and the location and
nature of the Project to be financed was held by the Authority, pursuant to Section 147(f) of the
Code, at 9:30 am on June 15, 2022, (the “Public Hearing”), and a copy of the Notice of the Public
Hearing is attached hereto and made a part of this Resolution;

WHEREAS, a report of the Public Hearing has been presented to and considered by the
Maricopa County Board of Supervisors;

WHEREAS, the terms, maturities, provisions for redemption, security, and sources of
payment for the Bonds are set forth in the Trust Indenture and in the form of the Bonds;

WHEREAS, copies of the documents providing for the issuance of the Bonds have been
made available to the Maricopa County Board of Supervisors, together with the Issuer's
Resolution;

WHEREAS, the Maricopa County Board of Supervisors have been informed that the
documents have been reviewed by competent Bond Counsel, Ballard Spahr LLP, and Bond
Counsel has determined that the documents adequately meet the requirements of the Act and the
Code;

WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Issuer under
which the Bonds are to be issued require the approval of the Maricopa County Board of
Supervisors for the issuance of the Bonds; and

WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa
County Board of Supervisors with respect to the issuance of the Bonds pursuant to Section 35-
721.B of the Act;

NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY BOARD
OF SUPERVISORS, as follows:

Ue The issuance by the Issuer of the Bonds in an aggregate principal amount not to
exceed $6,500,000 is approved for all purposes under the Act, including specifically Section 35-
721.B.

2. The appropriate officers of the Maricopa County Board of Supervisors are hereby
authorized and directed to do all such things to execute and deliver all such documents on behalf
of the Maricopa County Board of Supervisors as may be necessary or desirable to effectuate the
intent of this Resolution and the Issuer's Resolution in connection with the issuance of the Bonds.

ADOPTED AND APPROVED on June 22, 2022

Chairman, Maricopa County Board of
Supervisors

Attest:

Clerk, Maricopa County Board of Supervisors

NOTICE OF PUBLIC HEARING

Notice is hereby given of a public hearing to be held virtually by The Industrial Development
Authority of the County of Maricopa (the “Issuer”) on June 15, 2022 at 9:30 a.m., Arizona Time, via the
toll free dial-in number of 1-833-220-6615; enter code 970133 and Press #, in connection with a proposed
plan of financing involving the issuance by the Issuer of its revenue bonds (the “Bonds”) in one or more
series pursuant to a plan of finance in an aggregate principal amount not to exceed $6,500,000 to finance
and refinance the Project described below.

Project Owner and Occupant: New Learning Ventures, Inc. (the “Borrower”), an Arizona
nonprofit corporation and a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended (the “Code”). If issued, the Bonds are intended to be qualified 501(c)(3) Bonds
pursuant to Section 145 of the Code.

Project Description: The Project is proposed to include (i) the purchase of an existing campus
located at 200 E. Mitchell Dr. in Phoenix, Arizona (the “Phoenix Modern Campus”), which the Borrower
currently leases and operates as a K-8 charter school known as “Phoenix Modern”, and the renovation,
improvement, and equipping of such campus (together with the payment of capitalized interest, up to
$6,450,000 principal amount of the Bonds will be used for this purpose); (ii) the construction, renovation,
and equipping of the Borrower’s school facility located at 3330 East Camelback Road, Phoenix, Arizona
85018 and known as “Acton Academy” (up to $50,000 principal amount of the Bonds will be used for this
purpose); and (iii) the payment of the costs of issuing the Bonds.

Locations of Project: (1) The Phoenix Modern Campus, with its administrative offices located at
200 E. Mitchell Dr., Phoenix, Arizona 85012. The approximately 0.651 acre campus is generally bounded
by E. Columbus Avenue (north), E. Mitchell Drive (south), N. 3% Street (east), and N. Central Avenue
(west). (2) The Acton Academy Campus located at 3330 East Camelback Road, Phoenix, Arizona 85018.

The Bonds are limited obligations that are repayable from revenues of the Borrower. The Bonds
will not constitute a debt or obligation of the County of Maricopa, the City of Phoenix, or the State of
Arizona (the “State”). Neither the credit nor the taxing power of the State or of any political subdivision
thereof (including, but not limited to the County of Maricopa and the City of Phoenix) will be pledged or
obligated for payment of the Bonds.

At the public hearing, any and all persons in attendance will be afforded an opportunity to comment
on the proposed project and/or the issuance by the Issuer of the Bonds.

This notice is published, and the public hearing is being held by and on behalf of the Issuer as the
issuer of the Bonds, as required by Section 147(f) of the Code, and regulations promulgated thereunder.
Any interested persons may attend or send written comments and make known their view with respect to
the Bonds and the location and nature of the Project to be financed. Any written comments should be
submitted to The Industrial Development Authority of the County of Maricopa c/o Maricopa County, 10th
Floor, 301 West Jefferson, Phoenix, Arizona 85003, Attention: President, and clearly marked “New
Learning Venture ~ 2022 Bonds.” Written submissions should be mailed in sufficient time to be received
before the time of the hearing.

This Notice is dated June 2, 2022

THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA

THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA

REPORT OF PUBLIC HEARING WITH RESPECT TO
NOT TO EXCEED $6,500,000
OF
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
EDUCATION REVENUE BONDS
(NEW LEARNING VENTURES PROJECT)
SERIES 2022

On Wednesday, June 15, 2022, commencing at approximately 9:30 a.m., MST, the
undersigned, on behalf of The Industrial Development Authority of the County of Maricopa
(the “Authority”), 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 Authority of
its Education Revenue Bonds (New Learning Ventures Project), Series 2022 (the “Bonds”), in one
or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed
$6,500,000. The Public Hearing was held telephonically via the toll-free dial-in number of 1-833-
220-6615 entering Conference ID 970133#.

The Notice of Public Hearing was published on the MCIDA.com website on June 2, 2022,
and a copy of the proof of publication of Notice of Public Hearing is attached to this report.

At the time and place set for the Public Hearing, I announced that the Public Hearing was
opened and asked if there were interested persons wishing to comment and be heard with respect
to the proposed issuance of 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 and no written comments or
submissions were received prior to the Public Hearing, whereupon I declared the Public Hearing

yk Vines

John J. ibe Legal COyhéel
strial

The Indi 1 Development Authority
of the County of Maricopa

DATED: June 15, 2022.

CERTIFICATE OF POSTING PUBLIC HEARING NOTICE

The notice of public hearing (the “Notice”) attached hereto as Exhibit A was published on
the website of The Industrial Development Authority of the County of Maricopa (the “Authority”)
located on the Home Page at http:/Awww.mcida,com on June 2, 2022. The Notice was published
in an area of the Authority’s website that is used to inform the residents of Maricopa County,
Arizona about public hearings to be held by the Authority affecting the residents and that is clearly
identified and accessible to members of the general public seeking information concerning the plan
of finance described in the Notice. Evidence of the website publication of the Notice is included
with Exhibit B attached hereto. The Notice remained published on the Authority’s website
continuously through the date of the public hearing described in the Notice.

IN WITNESS WHEREOF, the undersigned, on behalf of the Authority, has set her hand
as of the date first written above.

THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA

a don sgl a

Janis L. Larson
Administrator

EXHIBIT A
TO CERTIFICATE OF PUBLICATION

NOTICE OF PUBLIC HEARING

(Attached)

NOTICE OF PUBLIC HEARING

Notice is hereby given of a public hearing to be held virtually by The Industrial Development
Authority of the County of Maricopa (the “[gsuer”) on June 15, 2022 at 9:30 a.m., Arizona Time, via the
toll free dial-in number of 1-833-220-6615; enter code 970133 and Press #, in connection with a proposed
plan of financing involving the issuance by the Issuer of its revenue bonds (the “Bonds”) in one or more
series pursuant to a plan of finance in an aggregate principal amount not to exceed $6,500,000 to finance
and refinance the Project described below.

Project Owner and Occupant: New Learning Ventures, Inc. (the “Borrower”), an Arizona
nonprofit corporation and a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended (the “Code”). Ifissued, the Bonds are intended to be qualified 501(c)(3) Bonds
pursuant to Section 145 of the Code. :

Project Description: The Project is proposed to include (i) the purchase of an existing campus
located at 200 E. Mitchell Dr. in Phoenix, Arizona (the “Phoenix Modern Campus”), which the Borrower
currently leases and operates as a K-8 charter school known as “Phoenix Modern”, and the renovation,
improvement, and equipping of such campus (together with the payment of capitalized interest, up to
$6,450,000 principal amount of the Bonds will be used for this purpose); (ii) the construction, renovation,
and equipping of the Borrower’s school facility located at 3330 East Camelback Road, Phoenix, Arizona
85018 and known as “Acton Academy” (up to $50,000 principal amount of the Bonds will be used for this
purpose); and (iii) the payment of the costs of issuing the Bonds.

Locations of Project: (1) The Phoenix Modern Campus, with its administrative offices located at
200 E, Mitchell Dr., Phoenix, Arizona 85012. The approximately 0.651 acre campus is generally bounded
by E. Columbus Avenue (north), E. Mitchell Drive (south), N. 3 Street (east), and N. Central Avenue
(west). (2) The Acton Academy Campus located at 3330 East Camelback Road, Phoenix, Arizona 85018.

The Bonds are limited obligations that are repayable from revenues of the Borrower. The Bonds
will not constitute a debt or obligation of the County of Maricopa, the City of Phoenix, or the State of
Arizona (the “State”). Neither the credit nor the taxing power of the State or of any political subdivision
thereof (including, but not limited to the County of Maricopa and the City of Phoenix) will be pledged or
obligated for payment of the Bonds.

At the public hearing, any and all persons in attendance will be afforded an opportunity to comment
on the proposed project and/or the issuance by the Issuer of the Bonds.

This notice is published, and the public hearing is being held by and on behalf of the Issuer as the
issuer of the Bonds, as required by Section 147(f) of the Code, and regulations promulgated thereunder.
Any interested persons may attend or send written comments and make known their view with respect to
the Bonds and the location and nature of the Project to be financed. Any written comments should be
submitted to The Industrial Development Authority of the County of Maricopa c/o Maricopa County, 10th
Floor, 301 West Jefferson, Phoenix, Arizona 85003, Attention: President, and clearly marked “New
Learning Venture — 2022 Bonds.” Written submissions should be mailed in sufficient time to be received
before the time of the hearing.

This Notice is dated June 2, 2022

THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA

DMFIRM #403431395 v4

EXHIBIT B
TO CERTIFICATE OF PUBLICATION

EVIDENCE OF PUBLICATION

(Attached)

ops Couey in

os County Ban

Since 1973, the Maricopa County Industrial Development Authority has served Arizona with
distinction by spurring economic development, increasing the availability of affordable housing,
aiding in job growth, and improving the State’s economy through access to low-cost financing and
community investments.

For the past forty-five years, we have issued more
than $9 billion in bonds, invested millions of
dollars in the community, given access to
affordable housing and helped create thousands of
jobs. We are looking forward to working with the

community to provide more of the same over the
next forty-five years.

TEFRA NOTICES

Ottawa 2022 ~TEF

A Notice

g Ventures 2022 ~ Notice of Public Hearing (TEFRA)

PUBLIC MEETINGS ANNUAL SCHEDULE

Learn more about the Maricopa County IDA

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_ Clark Hill

John Fries Clark Hill
T (602) 440-4819 3200 North Central Avenue, Suite 1600
Email:jfries@clarkhill.com Phoenix, AZ 85012

T (602) 440-4800

F (602) 257-9582

June 7, 2022
To: Board of Supervisors Board of Directors
Maricopa County, Arizona The Industrial Development Authority

of the County of Maricopa

Re: Not to Exceed $6,500,000 — The Industrial Development Authority of the
County of Maricopa Education Revenue Bonds (New Learning Ventures, Inc.
Project), Series 2022

Ladies and Gentlemen:

At the Authority Board meeting on June 14, 2022, the Authority Board will be
asked to grant final approval to the financing for the New Learning Ventures, Inc. Project and to
adopt a resolution authorizing the issuance and sale of the bonds as described above (the “Bonds”).
This letter provides a summary of the proposed financing.

THE AUTHORITY

The Authority is an Arizona nonprofit corporation, formed with the permission of
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”), and the
Authority is designated by law to be a political subdivision of the State of Arizona.

THE APPLICANT/BORROWER

The Applicant/Borrower, New Learning Ventures, Inc. (“Borrower”), is an Arizona
nonprofit corporation and a tax-exempt organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended. The Borrower currently operates a K-8 elementary charter
school known as Phoenix Modern Charter School at 200 East Mitchell Drive, Phoenix, AZ 85012
(the Phoenix Modern Campus”) under a charter school contract issued by the Arizona State Board
for Charter Schools pursuant to Title 15, Chapter 1, Article 8, Arizona Revised Statutes, as
amended. The Borrower leases the Phoenix Modern Campus from CSDCPC Phoenix Modern,
LLC (“Landlord”), an unrelated third party.

267393052.v1