SUN VALLEY ACADEMY 2023 - ADDITIONAL INFOMATION.PDF

8687 East Via de Ventura

Wet te IT IDIAI scottsciae ‘arizona 85258

www.mcida.com

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

October 10, 2023
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 $62,000,000 The Industrial Development Authority of the
County of Maricopa Education Revenue Bonds (Sun Valley Academy
Project), Series 2023 (the “Bonds”) — C-18-24-040-X-00

Dear Ms. Garza:

On October 10, 2023, 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 October 18, 2023,
meeting (your number C-18-24-040-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 Bonds, was held on October 10, 2023. 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, Squire Patton Boggs, dated September 26, 2023, 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,

anis 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 TAX-EXEMPT AND/OR TAXABLE EDUCATION
REVENUE BONDS (SUN VALLEY ACADEMY PROJECTS), SERIES 2023,
IN AN AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF NOT TO
EXCEED $62,000,000 AND RELATED MATTERS

WHEREAS, The Industrial Development Authority of the County of Maricopa
(the “Authority”), is an Arizona nonprofit corporation designated as a political subdivision of the
State of Arizona (the “State”), incorporated with the approval of Maricopa County, Arizona
(the “County”), pursuant to the provisions of the Constitution and laws of the State and under the
Industrial Development Financing Act, Arizona Revised Statutes §§ 35-701 et seq, as amended
(the “Act”); and

WHEREAS, the Authority is authorized and empowered, among other things, to issue
revenue bonds for the purposes set forth in the Act, including the making of secured and unsecured
loans to finance or refinance the acquisition, construction, improvement, equipping or operating
of a “project” (as defined in the Act), whenever the Board of Directors of the Authority (the “Board
of Directors”) finds such loans to further advance the public interests 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, Morrison Education Group, 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”), and its affiliates, Sun Valley Academy — South Mountain, Inc.
(“SVA-South Mountain”), Sun Valley Academy — Avondale, Inc. (“SVA-Avondale”) and Sun
Valley Academy — Glendale, Inc. (“SVA-Glendale” and, collectively with the Borrower,
SVA-South Mountain and SVA-Avondale, the “Obligated Group”), each an Arizona nonprofit
corporation and an organization described in Section 501(c)(3) of the Code whose sole member is
the Borrower that will operate a separate charter school established under Arizona Revised Statutes
Title 15, Chapter 1, Article 8, as amended (the “Charter School Act”), will enter into a Master
Indenture of Trust, to be dated as of the first day of the month in which the Bonds (as defined
below) are issued (the “Master Indenture”), among the Obligated Group and BOKF, NA, as master
trustee (the “Master Trustee”), pursuant to which the Borrower, as representative of the Obligated
Group (the “Obligated Group Representative”), will be permitted to issue obligations from time to
time (the “Obligations”) secured equally by the revenues and other collateral pledged by the
Obligated Group to the Master Trustee for the benefit of the holders of the Obligations in order to
provide for the financing or refinancing of the acquisition, construction, renovation, equipping or
improvement of charter school facilities or for other lawful and proper corporate purposes; and

WHEREAS, the Authority previously issued its Education Revenue Bonds (Sun Valley
Academy Projects), Series 2019 in the amount of $27,390,000 (the “Series 2019 Bonds”) and
loaned the proceeds thereof to the Borrower to assist the Borrower in, among other things,
financing and refinancing, as applicable, the costs of acquiring, constructing, improving and
equipping charter school facilities located at 2675 West Baseline Road, Phoenix, Arizona (the

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“South Mountain Campus”), and 1515 North 117" Avenue, Avondale, Arizona (the “Avondale
Campus”); and

WHEREAS, the Borrower has requested that the Authority issue its revenue bonds for the
purpose of assisting the Obligated Group with financing or refinancing, as applicable, all or a
portion of the cost of (i) acquiring, constructing, improving and equipping, as applicable, the South
Mountain Campus and the Avondale Campus, including by refunding the Series 2019 Bonds,
(ii) acquiring, constructing, improving and equipping, as applicable, additions to the South
Mountain Campus, and (iii) acquiring land located at the southeast corner of North 83" Avenue
and West Bethany Home Road, Glendale, Arizona, and constructing, improving and equipping
charter school facilities thereon (the “Glendale Campus” and, together with the South Mountain
Campus and the Avondale Campus, the “Facilities”), each of which are or will be owned by the
Borrower and leased to SVA-South Mountain, SVA-Avondale or SVA-Glendale (each a “School
Operator” and collectively, the “School Operators”), as applicable, pursuant to separate facilities
leases between the Borrower, as lessor, and the applicable School Operator, as lessee (collectively,
the “Leases”) for use in connection with each School Operator’s respective 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 Education
Revenue Bonds (Sun Valley Academy Projects), Series 2023 (the “Bonds”), in an aggregate
original principal amount of not to exceed $62,000,000, the proceeds of which will be loaned to
the Borrower to (a) pay the costs of acquiring, constructing, improving and equipping, as
applicable, the Facilities, including by refunding the Series 2019 Bonds, (b) fund any required
reserve funds (the “Debt Service Reserve Fund”), (c) pay capitalized interest on the Bonds, if any,
and (d) pay certain expenses relating to issuance and sale of the Bonds (collectively, the “Project”);
and

WHEREAS, the Bonds will be issued pursuant to a Bond Indenture, to be dated as of the
first day of the month in which the Bonds are issued (the “Bond Indenture”), between the Authority
and BOKE, NA, as trustee (the “Bond Trustee”), and the proceeds of the Bonds will be loaned to
the Borrower pursuant to a Loan 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

WHEREAS, the Bonds will be payable from the trust estate established under the Bond
Indenture, which will include (a) payments owed by the Borrower on one or more series of
Obligations in the aggregate principal amount of the Bonds (collectively, “Obligation No. 1”), to
be issued and executed by the Borrower, as Obligated Group Representative, and delivered to the
Bond Trustee pursuant to the Master Indenture, as supplemented by the Supplemental Master
Indenture for Obligation No. 1, to be dated as of the first day of the month in which the Bonds are
issued (the “Supplemental Master Indenture No. 1”), between the Borrower, as Obligated Group
Representative, and the Master Trustee, and payable from the trust estate established under the
Master Indenture, which will include (i) the revenues of the Obligated Group derived from the
Pledged Schools (as defined in the Master Indenture), including lease payments paid by the School
Operators to the Borrower under the Leases and payments paid by the School Operators to the
Borrower for provision of central office services, (ii) deeds of trust, security agreements,
assignments of rents and leases, and fixture filing to be executed concurrently with issuance of the

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Bonds by the Borrower, granting the Master Trustee a first priority lien on and security interest in
the Facilities and an assignment of lease payments due under the Leases (collectively, the “Deeds
of Trust”), and (iii) certain funds established under the Master Indenture and held by the Master
Trustee, including the Debt Service Reserve Fund, and (b) certain other funds established under
the Bond Indenture and held by the Bond Trustee; and

WHEREAS, the Bonds will be sold by RBC Capital Markets, LLC, 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 (the “Preliminary Limited Offering
Memorandum”), which, together with certain changes thereto, will become the final limited
offering memorandum, relating to the Bonds and describing the transaction (the “Limited Offering
Memorandum”); and

WHEREAS, there have been prepared and presented to the Board of Directors of the
Authority substantially final forms of the following documents which the Authority proposes to
approve or authorize (collectively, the “Documents”):

(a) the Bond Indenture, including the initial forms of the Bonds;
(b) the Loan Agreement;

(c) the Master Indenture and the Supplemental Master Indenture No. 1, including the
forms of Obligation No. 1;

(d) the Deeds 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 issuance and sale of the Bonds, including the
public hearing described in Section 12 hereto, 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 and are in the public interest
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 Bond Indenture, are hereby approved and authorized
to be issued pursuant to a plan of finance in an aggregate principal amount of not to exceed
$62,000,000, to be dated, to mature (no later than 40 years after their date of issuance), to bear
interest (not in any event to exceed 10 percent per year), to be subject to redemption, to be payable

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as to principal and interest, and with such other terms, all as provided in the executed Bond
Indenture and the Bond Purchase Agreement.

Section 4. Special Limited Obligations. The Bonds shall be payable solely from the
property held and receipts and revenues received by or on behalf of the Authority pursuant to the
Bond Indenture 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.

(4d) Onor prior to closing, the Authority shall receive an opinion from Squire
Patton Boggs (US) 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 the 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, to the effect that any offering materials
distributed in connection with the offer and sale of the 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.

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(fh) If the Bonds are to be offered publicly, the Authority must either (i) receive
evidence of an investment grade rating on the Bonds from a nationally recognized rating agency
or (ii) receive investment letters from the initial purchaser(s) (or the equivalent representations
from the underwriter) in form and substance satisfactory to the Authority’s legal counsel, and any
subsequent transfers of the Bonds must be limited to “accredited investors” within the meaning of
Rule 501 of Regulation D or “qualified institutional buyers” within the meaning of Rule 144A,
promulgated under the Securities Act.

(g) The Authority, its officers and directors, and the County, must be provided
with full indemnification in connection with the issuance and sale of the Bonds, in form and
substance satisfactory to the Authority’s legal counsel, from a credit-worthy source acceptable to
the Authority.

(h) Legal counsel to the Authority must receive such documents, legal opinions,
certificates and other proceedings as are necessary and advisable to evidence compliance by the
Borrower, the Underwriter and other financing participants with the Authority’s policies and
procedures and applicable federal and State laws.

(i) Prior to closing, the Borrower must submit final copies of all the required
legal opinions, certificates, documents and other proceedings required herein. All legal opinions,
certificates, documents and other proceedings will be in compliance with the provisions hereof
only if they are in all material respects satisfactory to the Authority’s legal counsel as to which the
legal counsel shall act reasonably.

(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; Additional Documents. The
forms, terms, and provisions of each of the Documents, in the forms of such Documents (including
the exhibits thereto) presented to this meeting, are hereby approved, with such insertions, deletions,
and changes as are approved by the officers authorized to execute the Documents (which approval
will be conclusively established by their execution and/or delivery thereof). Upon satisfaction of
the conditions set forth in Section 6 hereof, the Authority’s President, Vice President,
Secretary/Treasurer and Executive Director (each an “Authorized Officer”) are each hereby
authorized to execute and/or deliver each of the Documents and any and all additional agreements,
certificates, documents and other instruments, in forms satisfactory to the Authority’s legal
counsel, to carry out the purposes and intent of this Resolution or relating to the issuance of the
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 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.

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Section 8. Sale of Bonds; Authentication. The sale of the 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 the Bond Trustee
a written order of the Authority for the authentication and delivery of the Bonds by the Bond
Trustee to the Underwriter.

Section 9. Further Actions. The officers, agents, employees and 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.

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 Bonds and any amendments thereof or
supplements thereto, are hereby authorized. Except for information contained in the Preliminary
Limited Offering Memorandum and Limited Offering Memorandum under the headings “THE
ISSUER” and “LITIGATION,” 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 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 Project, the Borrower, the
Obligated Group or the history, businesses, properties, organization, management, financial
condition, market area or any other matter relating to the Borrower, the Obligated Group, the
Project or otherwise contained in the Preliminary Limited Offering Memorandum and Limited
Offering Memorandum.

Section 12. Public Hearing. All actions of the Authority heretofore taken or to be taken,
in consultation with and at the direction of the Borrower and Bond Counsel, regarding a public
hearing on the plan of financing the Project and the proposed issuance of the Bonds, as required
by Section 147(f) of the Code, and the publication of a public notice of the hearing in such form
as approved by the Borrower and Bond Counsel, are hereby ratified and approved.

Section 13. _ Irrepealability. After the Bonds are delivered by the Authority to the
Underwriter 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 14. No Personal Liability. The members of the Board of Directors and any

director, 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

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with respect to the Documents, or any other document executed in connection with the transactions
contemplated hereby, shall be limited as provided in the Act and the Documents.

Section 15. Severability. If any section, paragraph, clause, or provision of this
Resolution shall, for any reason, be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause, or provision shall not affect any of the
remaining provisions of this Resolution.

Section 16. | Waiver. Any provisions of the Authority’s Bylaws, Procedural Guidelines,
or prior resolutions inconsistent herewith are waived to the extent only of such inconsistency. This
waiver shall not be construed as repealing any such Bylaws, Procedural Guidelines, or resolution
or any part thereof.

Section 17. Headings. Subject headings included in this Resolution are included for
purpose of convenience only and shall not affect the construction or interpretation of any of its
provisions.

Section 18. | Notice. 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)(). 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. This Resolution shall be effective immediately.

[Signature page follows. ]

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Adopted and approved on October 10, 2023.

THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE COUNTY OF MARICOPA

Authorized Officer

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THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA

REPORT AND MINUTES OF PUBLIC HEARING WITH RESPECT TO
NOT TO EXCEED $62,000,000
OF
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
EDUCATION REVENUE BONDS
(SUN VALLEY ACADEMY PROJECTS)
SERIES 2023

On Tuesday, October 10, 2023, commencing at 9:00 a.m., MST, or as soon thereafter as the
matter could be held, the undersigned conducted a Public Hearing on behalf of The Industrial
Development Authority of the County of Maricopa (the “Authority”). 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 Authority’s website (www.mcida,com)
on October 10, 2023, 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 opened the telephone call for the Public
Hearing so that interested persons could comment and be heard with respect to the proposed
issuance of bonds and stated:

“Now is the time and place set for the public hearing of The Industrial
Development Authority of the County of Maricopa (the “Authority”) to be
conducted pursuant to Section 147(f) of the Internal Revenue Code of 1986, as
amended (the “Code”), on the plan for the Authority to issue its Education Revenue
Bonds (Sun Valley Academy Projects), Series 2023, in one or more series, pursuant
to a plan of finance in a maximum aggregate principal amount of $62,000,000
(collectively, the “Bonds”). The Bonds will be issued as qualified 501(c)(3) bonds
under Section 145 of the Code.

The proceeds of the Bonds will be used to make a loan to Morrison
Education Group, Inc., an Arizona nonprofit corporation and an organization
described in Section 501(c)(3) of the Code, as borrower (the “Borrower”) to
(1) refinance the Authority’s Education Revenue Bonds (Sun Valley Academy
Projects), Series 2019, which were issued to finance the cost of (A) acquiring,
constructing, improving and equipping charter school facilities located at 2675
West Baseline Road in Phoenix, Arizona (the “South Mountain Campus”), and
(B) acquiring, constructing, improving and equipping charter school facilities
located at 1515 North 117" Avenue in Avondale, Arizona (the “Avondale
Campus”), and (2) finance all or a portion of the costs of (A) acquiring,
constructing, improving and equipping additions to the South Mountain Campus,
and (B) acquiring, constructing, improving and equipping charter school facilities

1098002455\1\AMERICAS

located at the southeast corner of North 83" Avenue and West Bethany Home Road
in Glendale, Arizona, (the “Glendale Campus” and, collectively with the South
Mountain Campus and the Avondale Campus, the “Facilities”.

The Bonds to be issued for (1) the South Mountain Campus are expected to
have a maximum aggregate principal amount not to exceed $16,800,000, (2) the
Avondale Campus are expected to have a maximum aggregate principal amount
not to exceed $17,000,000, and (3) the Glendale Campus are expected to have a
maximum aggregate principal amount not to exceed $29,800,000 (but in no event
will the combined principal amount of Bonds issued for the Facilities exceed
$62,000,000).

The Facilities financed with the proceeds of the Bonds will be owned by the
Borrower and leased to and operated by (i) with respect to the South Mountain
Campus, Sun Valley Academy - South Mountain, Inc., (ii) with respect to the
Avondale Campus, Sun Valley Academy — Avondale, Inc., and (iii) with respect to
the Glendale Campus, Sun Valley Academy — Glendale, Inc., each of which is an
Arizona nonprofit corporation and an organization described in Section 501(c)(3)
of the Code whose sole member is the Borrower.

Members of the public are invited to comment with respect to the proposed
financing plan and the nature of the Facilities to be financed. Is there anyone
present who wishes to comment?”

No other person joined the call to comment on the proposed issuance of Bonds and the
telephonic conference line was closed.

No written comments or submissions were received prior to the Public Hearing.
DATED: October 10, 2023.

Brunette Fulkeu Yer

Brigitfg Finley Green, Legal} Counsel
The Industrial Development Authority
of the County of Maricopa

Attachment (Proof of Publication)

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THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
EDUCATION REVENUE BONDS
(SUN VALLEY ACADEMY PROJECTS)
SERIES 2023

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://www.mcida.com on October 2, 2023. 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

EXHIBIT A
TO CERTIFICATE OF PUBLICATION

NOTICE OF PUBLIC HEARING

(Attached)

NOTICE OF PUBLIC HEARING

PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held telephonically by an
authorized representative of The Industrial Development Authority of the County of Maricopa
(the “Issuer”) on October 10, 2023, commencing at 9:00 a.m., MST, via the toll free dial-in number of
1-833-220-6615, enter code 970133 and press #, regarding the Issuer’s Education Revenue Bonds (Sun
Valley Academy Projects), Series 2023 (the “Bonds”) to be issued in one or more series, pursuant to a plan
of finance in a maximum aggregate principal amount of $62,000,000. The Bonds will be issued as qualified
501(c)(3) bonds under Section 145 of the Internal Revenue Code of 1986, as amended (the “Code”)

The proceeds of the Bonds will be used to make a loan to Morrison Education Group, Inc., an
Arizona nonprofit corporation and an organization described in 501(c)(3) of the Code, as borrower
(the “Borrower”, to: (1) refinance the Issuer’s Education Revenue Bonds (Sun Valley Academy Projects),
Series 2019 (the “Series 2019 Bonds”), which were issued to finance the cost of (A) acquiring, constructing,
improving and equipping charter school facilities located at 2675 West Baseline Road in Phoenix, Arizona
(the “South Mountain Campus”), and (B) acquiring, constructing, improving and equipping charter school
facilities located at 1515 North 117" Avenue in Avondale, Arizona (the “Avondale Campus”), and (2)
finance all or a portion of the costs of (A) acquiring, constructing, improving and equipping additions to
the South Mountain Campus, and (B) acquiring, constructing, improving and equipping charter school
facilities located at the southeast corner of North 83 Avenue and West Bethany Home Road in Glendale,
Arizona, (the “Glendale Campus” and, collectively with the South Mountain Campus and the Avondale
Campus, the “Facilities”).

The Bonds to be issued for (1) the South Mountain Campus are expected to have a maximum
aggregate principal amount not to exceed $16,800,000, (2) the Avondale Campus are expected to have a
maximum aggregate principal amount not to exceed $17,000,000, and (3) the Glendale Campus are
expected to have a maximum aggregate principal amount not to exceed $29,800,000 (but in no event will
the combined principal amount of Bonds issued for the Facilities exceed $62,000,000).

The Facilities financed with the proceeds of the Bonds will be owned by the Borrower and leased
to and operated by (i) with respect to the South Mountain Campus, SVA-South Mountain, (ii) with respect
to the Avondale Campus, SVA-Avondale, and (iii) with respect to the Glendale Campus, SVA-Glendale,
each of which is an Arizona nonprofit corporation and an organization described in Section 501(c)(3) of
the Code whose sole member is the Borrower.

The principal of, premium, if any, and interest on the Bonds will not constitute a debt or liability
of the Issuer, Maricopa County, Arizona, the State of Arizona, or any political subdivision of the State of
Arizona, or a charge against their general credit or any taxing powers, but shall be payable solely from the
sources provided for in the proceedings pursuant to which the Bonds are issued.

This public notice is published pursuant to the requirements of Section 147(f) of the Code. Any
interested person may attend or send written comments and express his or her view with respect to the
Bonds and the location and nature of the Facilities to be financed. Any written comments should be
submitted to The Industrial Development Authority of the County of Maricopa, 8687 East Via de Ventura,
Suite 306, Scottsdale, Arizona 85258, Attention: President, and clearly marked: “Morrison Education
Group — Sun Valley Academies”. Written submissions should be mailed in sufficient time to be received
before the time of the hearing.

THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA

1097198172\4\AMERICAS.

EXHIBIT B
TO CERTIFICATE OF PUBLICATION

EVIDENCE OF PUBLICATION

(Attached)

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