ADDITIONAL SUPPORTING.PDF

MA R ICO PA ——d 8687 East Via de Ventura

la Suite 306

COUNTY DA Scottsdale, Arizona 85258
www.mcida.com

Janis L. Larson
janis@mcida.com

602-834-5226 x 1 R EG E VE D

April 12, 2023

APR 13 2023
VIA FED EX MARICOPA COUNTY
CLERK BOARD OF SUPERVISORS
Ms. Juanita Garza, Clerk Fede % Jo

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

Re: Not to Exceed $450,000,000 The Industrial Development Authority of the
County of Maricopa Revenue Bonds (Banner Health), Series 2023
C-18-23-095-X-00

Dear Ms. Garza:

On April 11, 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 April 26, 2023,
meeting (your number C-18-23-095-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 2023 Bonds, was held on April 5, 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, John Fries, dated April 5, 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.

Janis Larson
Administrator

Enclosures

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

THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA,
(BANNER HEALTH) SERIES 2023

REPORT OF PUBLIC HEARING
PURSUANT TO SECTION 147(f) OF THE
INTERNAL REVENUE CODE

The undersigned, John J. Fries, a designated representative of The Industrial
Development Authority of the County of Maricopa (the “Authority”) for the purpose of conducting
a public hearing pursuant to the requirements of Section 147(f) of the Internal Revenue Code of
1986, as amended, with respect to the above-captioned series of Bonds, hereby reports that a public
hearing was held telephonically at 9:00 a.m. MST, on Wednesday, April 5, 2023, via toll free dial-
in number, pursuant to a Notice of Public Hearing published on the Authority’s website (www.
MCIDA.com) on March 27, 2023.

A copy of the Notice of Public Hearing and Certificate of Posting of such is attached hereto.

At the time and place set for the public hearing, I announced that the public hearing was
opened and asked if there were any interested persons wishing to comment and be heard with
regard to the proposed issuance by the Authority of its Revenue Bonds in an amount not to exceed
$450,000,000 (the “Bonds”) in one or more series or subseries for the purposes described in the
following three (3) paragraphs. .

Up to $250,000,000 aggregate principal amount of Bonds may be issued to finance and/ or
reimburse Banner Health (the “Corporation”) for costs of construction, renovations, equipment
acquisitions and improvements to the Corporation’s health care facilities located on the Banner
Gateway Medical Center campus (“Banner Gateway Medical Center”), located at 1900 North
Higley Road, Gilbert, Arizona 85234, including, but not limited to, construction, furnishing and
equipping of a new S5-story patient tower, including additional inpatient beds and facilities,
women’s health facilities, expansion of the labor and delivery facilities, postpartum facilities,
neonatal intensive care facilities, and expansion of the diagnostic and treatment building to include
an expansion of the emergency department, additional operating rooms and post-operative care
facilities, additional imaging and diagnostic treatment facilities and other related improvements.

Up to $160,000,000 aggregate principal amount of Bonds may be issued to finance and/ or
reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and
improvements to the Corporation’s health care facilities located on the Banner Desert Medical
Center campus (“Banner Desert Medical Center”), located at 1400 South Dobson Road, Mesa,
Arizona 85202, including, but not limited to, construction, furnishing and equipping of a new 5-
story addition to an existing patient tower, including additional inpatient beds and facilities,
women’s health facilities, a new women and children’s lobby area, expansion of the labor and
delivery facilities, renovations of existing patient care facilities, expansion of surface parking lot
facilities, construction of pediatric play spaces and other related improvements.

Up to $95,000,000 aggregate principal amount of Bonds may be issued to refinance a
taxable loan used by the Corporation to refinance and redeem the Authority’s Revenue Bonds
(Banner Health), Series 2017B (the “Prior Bonds”), a portion of the proceeds of which Prior Bonds

were applied by the Corporation to (a) finance costs of construction, furnishing and equipping of
a 16-story patient care and clinical tower at the Corporation’s health care facilities located on the
Banner-University Medical Center Phoenix campus (“Banner UMC Phoenix”), located at 1111
East McDowell Road, Phoenix, Arizona 85006, consisting of approximately 700,000 square feet
and housing patient beds, a new emergency department and trauma center, operating rooms,
diagnostic and laboratory facilities, and related campus improvements and miscellaneous capital
expenditures at Banner UMC Phoenix; and (b) finance costs of constructing, furnishing and
equipping of an approximately 700,000 square-foot, 9-story, 204-bed patient and clinical care
tower located on the Banner-University Medical Center Tucson campus (“Banner UMC Tucson”),
located at 1625 North Campbell Avenue, Tucson, Arizona 85719, and related campus
improvements and miscellaneous capital expenditures at Banner UMC Tucson.

The projects and facilities to be financed and refinanced with the proceeds of the Bonds at
Banner Gateway Medical Center, Banner Desert Medical Center and Banner UMC Phoenix are
owned and operated by the Corporation, and the projects and facilities to be refinanced with the
proceeds of the Bonds at Banner UMC Tucson are owned and operated by the Corporation through
its wholly owned affiliates, Banner-University Medical Center Tucson Campus, LLC and Banner-
University Medical Center South Campus, LLC.

No members of the public were present at the public hearing and no persons requested,
orally or in writing, to comment or be heard with regard to the matter.

There having been no persons present who wished to comment or be heard, I declared the
public hearing closed and I am submitting this report with respect to such public hearing.

Dated: April 5, 2023.

The‘Industrial re Authority
of the County of Maricopa

Attachment: Notice of Public Hearing
Certificate of Posting

-2-

NOTICE OF PUBLIC HEARING

PUBLIC NOTICE IS HEREBY GIVEN that a public hearing pursuant to Section 147(f)
of the Internal Revenue Code of 1986, as amended (the “Code”) will be held telephonically by
an authorized representative of The Industrial Development Authority of the County of Maricopa
(the "Authority") on April 5, 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 #), with respect to the proposed
issuance by the Authority of its Revenue Bonds (Banner Health), Series 2023 (the “Bonds”) in
one or more series from time to time, in the maximum aggregate principal amount of
$450,000,000 to assist Banner Health (the “Corporation”), an Arizona nonprofit corporation, to
provide for a plan of financing, refinancing and reimbursement of the costs of the projects as
hereinafter described and to pay costs of issuance of the Bonds. The Bonds will be issued as
qualified 501(c)(3) bonds as defined in Section 145 of the Code for the purpose of financing and
refinancing hospital and health care facilities and related purposes as described herein.

Up to $250,000,000 aggregate principal amount of Bonds may be issued to finance and/
or reimburse the Corporation for costs of construction, renovations, equipment acquisitions and
improvements to the Corporation’s health care facilities located on the Banner Gateway Medical
Center campus (“Banner Gateway Medical Center”), located at 1900 North Higley Road,
Gilbert, Arizona 85234, including, but not limited to, construction, furnishing and equipping of a
new 5-story patient tower, including additional inpatient beds and facilities, women’s health
facilities, expansion of the labor and delivery facilities, postpartum facilities, neonatal intensive
care facilities, and expansion of the diagnostic and treatment building to include an expansion of
the emergency department, additional operating rooms and post-operative care facilities,
additional imaging and diagnostic treatment facilities and other related improvements.

Up to $160,000,000 aggregate principal amount of Bonds may be issued to finance and/
or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions
and improvements to the Corporation’s health care facilities located on the Banner Desert
Medical Center campus (“Banner Desert Medical Center”), located at 1400 South Dobson Road,
Mesa, Arizona 85202, including, but not limited to, construction, furnishing and equipping of a
new 5-story addition to an existing patient tower, including additional inpatient beds and
facilities, women’s health facilities, a new women and children’s lobby area, expansion of the
labor and delivery facilities, renovations of existing patient care facilities, expansion of surface
parking lot facilities, construction of pediatric play spaces and other related improvements.

Up to $95,000,000 aggregate principal amount of Bonds may be issued to refinance a
taxable loan used by the Corporation to refinance and redeem the Arizona Health Facilities
Authority Revenue Bonds (Banner Health), Series 2017B (the “Prior Bonds”), a portion of the
proceeds of which Prior Bonds were applied by the Corporation to (a) finance costs of
construction, furnishing and equipping of a 16-story patient care and clinical tower at the
Corporation’s health care facilities located on the Banner-University Medical Center Phoenix
campus (“Banner UMC Phoenix”), located at 1111 East McDowell Road, Phoenix, Arizona
85006, consisting of approximately 700,000 square feet and housing patient beds, a new
emergency department and trauma center, operating rooms, diagnostic and laboratory facilities,
and related campus improvements and miscellaneous capital expenditures at Banner UMC
Phoenix; and (b) finance costs of constructing, furnishing and equipping of an approximately

3769323.2 045418 FRMS

700,000 square-foot, 9-story, 204-bed patient and clinical care tower located on the Banner-
University Medical Center Tucson campus (“Banner UMC Tucson”), located at 1625 North
Campbell Avenue, Tucson, Arizona 85719, and related campus improvements and miscellaneous
capital expenditures at Banner UMC Tucson.

The projects and facilities to be financed and refinanced with the proceeds of the Bonds
at Banner Gateway Medical Center, Banner Desert Medical Center and Banner UMC Phoenix
are owned and operated by the Corporation, and the projects and facilities to be refinanced with
the proceeds of the Bonds at Banner UMC Tucson are owned and operated by the Corporation
through its wholly owned affiliates, Banner-University Medical Center Tucson Campus, LLC
and Banner-University Medical Center South Campus, LLC.

The projects to be financed and refinanced with the proceeds of the Bonds are or will be
located at the addresses set forth herein.

The Bonds will be special limited obligations of the Authority, payable solely from
payments to be made therefor by the Corporation, and will not constitute a general obligation or
a pledge of the faith and credit or the taxing power of the Authority, the County of Maricopa,
Arizona, the State of Arizona or any agency or political subdivision thereof. The Authority has
no taxing power.

The Bonds are to be issued from time to time, in one or more series or sub-series,
commencing on the date of approval of the plan of financing, refinancing and reimbursement
described herein. The Corporation intends to issue the Bonds not later than one year from the
date of approval of the plan of financing, refinancing and reimbursement described herein.

Any person may appear at such hearing and express his or her views, or may submit his
or her views in writing, regarding the proposed Bonds and the location and nature of the projects
described herein to be financed and refinanced with the proceeds of the Bonds. Any written
submissions must be sent to The Industrial Development Authority of the County of Maricopa,
8687 E. Via de Ventura, Suite 306, Scottsdale, Arizona 85258, Attention: President and clearly
marked “Banner Health Projects.” Written submissions should be mailed or delivered in
sufficient time to be received before April 5, 2023.

THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA

3769323.2 045418 FRMS

THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
HOSPITAL REVENUE BONDS
(BANNER HEALTH 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 March 27, 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

JdnjsL. Larson 7 *
Administrator

EXHIBIT A
TO CERTIFICATE OF PUBLICATION

NOTICE OF PUBLIC HEARING

(Attached)

NOTICE OF PUBLIC HEARING

PUBLIC NOTICE IS HEREBY GIVEN that a public hearing pursuant to Section 147(f)
of the Internal Revenue Code of 1986, as amended (the “Code”) will be held telephonically by
an authorized representative of The Industrial Development Authority of the County of Maricopa
(the "Authority") on April 5, 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 #), with respect to the proposed
issuance by the Authority of its Revenue Bonds (Banner Health), Series 2023 (the “Bonds”) in
one or more series from time to time, in the maximum aggregate principal amount of
$450,000,000 to assist Banner Health (the “Corporation”), an Arizona nonprofit corporation, to
provide for a plan of financing, refinancing and reimbursement of the costs of the projects as
hereinafter described and to pay costs of issuance of the Bonds. The Bonds will be issued as
qualified 501(c)(3) bonds as defined in Section 145 of the Code for the purpose of financing and
refinancing hospital and health care facilities and related purposes as described herein.

Up to $250,000,000 aggregate principal amount of Bonds may be issued to finance and/
or reimburse the Corporation for costs of construction, renovations, equipment acquisitions and
improvements to the Corporation’s health care facilities located on the Banner Gateway Medical
Center campus (“Banner Gateway Medical Center”), located at 1900 North Higley Road,
Gilbert, Arizona 85234, including, but not limited to, construction, furnishing and equipping of a
new 5-story patient tower, including additional inpatient beds and facilities, women’s health
facilities, expansion of the labor and delivery facilities, postpartum facilities, neonatal intensive
care facilities, and expansion of the diagnostic and treatment building to include an expansion of
the emergency department, additional operating rooms and post-operative care facilities,
additional imaging and diagnostic treatment facilities and other related improvements.

Up to $160,000,000 aggregate principal amount of Bonds may be issued to finance and/
or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions
and improvements to the Corporation’s health care facilities located on the Banner Desert
Medical Center campus (“Banner Desert Medical Center”), located at 1400 South Dobson Road,
Mesa, Arizona 85202, including, but not limited to, construction, furnishing and equipping of a
new 5-story addition to an existing patient tower, including additional inpatient beds and
facilities, women’s health facilities, a new women and children’s lobby area, expansion of the
labor and delivery facilities, renovations of existing patient care facilities, expansion of surface
parking lot facilities, construction of pediatric play spaces and other related improvements.

Up to $95,000,000 aggregate principal amount of Bonds may be issued to refinance a
taxable loan used by the Corporation to refinance and redeem the Arizona Health Facilities
Authority Revenue Bonds (Banner Health), Series 2017B (the “Prior Bonds”), a portion of the
proceeds of which Prior Bonds were applied by the Corporation to (a) finance costs of
construction, furnishing and equipping of a 16-story patient care and clinical tower at the
Corporation’s health care facilities located on the Banner-University Medical Center Phoenix
campus (“Banner UMC Phoenix”), located at 1111 East McDowell Road, Phoenix, Arizona
85006, consisting of approximately 700,000 square feet and housing patient beds, a new
emergency department and trauma center, operating rooms, diagnostic and laboratory facilities,
and related campus improvements and miscellaneous capital expenditures at Banner UMC
Phoenix; and (b) finance costs of constructing, furnishing and equipping of an approximately

3769323.2 045418 FRMS

700,000 square-foot, 9-story, 204-bed patient and clinical care tower located on the Banner-
University Medical Center Tucson campus (“Banner UMC Tucson”), located at 1625 North
Campbell Avenue, Tucson, Arizona 85719, and related campus improvements and miscellaneous
capital expenditures at Banner UMC Tucson.

The projects and facilities to be financed and refinanced with the proceeds of the Bonds
at Banner Gateway Medical Center, Banner Desert Medical Center and Banner UMC Phoenix
are owned and operated by the Corporation, and the projects and facilities to be refinanced with
the proceeds of the Bonds at Banner UMC Tucson are owned and operated by the Corporation
through its wholly owned affiliates, Banner-University Medical Center Tucson Campus, LLC
and Banner-University Medical Center South Campus, LLC.

The projects to be financed and refinanced with the proceeds of the Bonds are or will be
located at the addresses set forth herein.

The Bonds will be special limited obligations of the Authority, payable solely from
payments to be made therefor by the Corporation, and will not constitute a general obligation or
a pledge of the faith and credit or the taxing power of the Authority, the County of Maricopa,
Arizona, the State of Arizona or any agency or political subdivision thereof. The Authority has
no taxing power.

The Bonds are to be issued from time to time, in one or more series or sub-series,
commencing on the date of approval of the plan of financing, refinancing and reimbursement
described herein. The Corporation intends to issue the Bonds not later than one year from the
date of approval of the plan of financing, refinancing and reimbursement described herein.

Any person may appear at such hearing and express his or her views, or may submit his
or her views in writing, regarding the proposed Bonds and the location and nature of the projects
described herein to be financed and refinanced with the proceeds of the Bonds. Any written
submissions must be sent to The Industrial Development Authority of the County of Maricopa,
8687 E. Via de Ventura, Suite 306, Scottsdale, Arizona 85258, Attention: President and clearly
marked “Banner Health Projects.” Written submissions should be mailed or delivered in
sufficient time to be received before April 5, 2023.

THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA

3769323.2 045418 FRMS

EXHIBIT B
TO CERTIFICATE OF PUBLICATION

EVIDENCE OF PUBLICATION

(Attached)

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A RESOLUTION GRANTING APPROVAL TO
THE ISSUANCE OF REVENUE BONDS OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA
IN A PRINCIPAL AMOUNT NOT TO EXCEED $450,000,000
TO FINANCE, REFINANCE AND REIMBURSE THE COSTS OF CERTAIN CAPITAL
PROJECTS FOR BANNER HEALTH

WHEREAS, The Industrial Development Authority of the County of Maricopa
(the “Authority”) is a political subdivision and instrumentality of the State of Arizona (the
“State”) empowered under the Arizona Industrial Development Authorities Act, Title 35,
Chapter 5, Arizona Revised Statutes, as amended (the “Act”), to, among other things, (a) issue
revenue bonds for the purpose of providing less expensive financing for “projects” of “healthcare
institutions” whenever the Board of Directors of the Authority finds that issuing the bonds is in
furtherance of the purposes of the Authority set forth in the Act; (b) enter into one or more loan
agreements that provide revenues sufficient to pay the principal of and premium, if any, and
interest on such revenue bonds; (c) secure such revenue bonds as provided for herein; (d) enact
this Resolution and enter into one or more indentures; and (e) execute and deliver related
documents, all as hereinafter defined, upon the terms and conditions provided herein and therein;
and

WHEREAS, Banner Health, an Arizona nonprofit corporation (the “Borrower”),
has requested that the Authority issue its Bonds (as defined below) in one or more series or
subseries from time to time, as taxable or tax-exempt debt, or a combination of taxable and tax-
exempt debt, in an aggregate principal amount not to exceed $450,000,000, the proceeds of
which will be loaned to the Borrower and applied by the Borrower as follows: (1) to finance
and/or reimburse the Borrower for the costs of construction, renovations, equipment acquisitions
and improvements to the Borrower’s health care facilities located at Banner Gateway Medical
Center in Gilbert, Arizona, including, but not limited to, construction furnishing and equipping
of a new 5-story patient tower to include additional inpatient beds and facilities, women’s health
facilities, expansion of the labor and delivery facilities, postpartum facilities, neonatal intensive
care facilities, and expansion of the diagnostic and treatment building to include an expansion of
the emergency department, additional operating rooms and post-operative care facilities and
additional imaging and diagnostic treatment facilities; (2) to finance and/or reimburse the
Borrower for the costs of construction, renovations, equipment acquisitions and improvements to
the Borrower’s health care facilities located at Banner Desert Medical Center in Mesa, Arizona,
including, but not limited to, construction, furnishing and equipping of a new 5-story addition to
an existing patient tower to include additional inpatient beds and facilities, women’s health
facilities, a new women and children’s lobby area, expansion of the labor and delivery facilities,
renovations of existing patient care facilities, expansion of surface parking lot facilities and
construction of pediatric play spaces; (3) to refinance a taxable loan used by the Borrower to
refinance and redeem the Authority’s Revenue Bonds (Banner Health), Series 2017B (the “Prior
Bonds”); and (4) to pay costs of issuance of the Bonds. The proceeds of the Prior Bonds were
used by the Borrower as follows: (1) to finance the costs of construction, furnishing and
equipping of a new 16 story patient care and clinical tower at the Borrower’s health care
facilities located at Banner-University Medical Center Phoenix in Phoenix, Arizona, consisting
of approximately 700,000 square feet and housing patient beds, a new emergency department

3764800.3 045418 RSIND

and trauma center, operating rooms, diagnostic and laboratory facilities, and related campus
improvements and miscellaneous capital expenditures on the Banner-University Medical Center
Phoenix; and (2) to finance the costs of construction, furnishing and equipping of a new 9-story
patient care and clinical tower at the Borrower’s health care facilities located at Banner-
University Medical Center Tucson in Tucson, Arizona, consisting of approximately 700,000
square feet and housing patient beds, operating rooms, diagnostic and laboratory facilities and
related campus improvements and miscellaneous capital expenditures at Banner-University
Medical Center Tucson (the facilities to be financed and refinanced with the proceeds of the
Bonds are hereinafter collectively referred to as the “Projects”); and

WHEREAS, the Authority deems it necessary and advisable to proceed with the
issuance, sale and delivery of the Bonds to be issued in one or more series or subseries from time
to time, as taxable or tax-exempt debt, or a combination of taxable and tax-exempt debt, in an
aggregate principal amount not to exceed $450,000,000 to be designated “The Industrial
Development Authority of the County of Maricopa Revenue Bonds (Banner Health), Series
2023,” with appropriate series and subseries designations, dated as of such date or dates as shall
be approved by an officer of the Authority (the “Bonds”); and

WHEREAS, the Bonds will be issued pursuant to the terms of one or more bond
indentures (collectively, the “Indenture”) between the Authority and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “Trustee”); and

WHEREAS, the Authority and the Borrower will enter into one or more loan
agreements (collectively, the “Agreement”), pursuant to which the Authority will loan the
proceeds of the Bonds to the Borrower for the purpose of refinancing the Projects, including the
refunding of all or a portion of the Prior Bonds, and paying all or a portion of the costs of
issuance of the Bonds;

WHEREAS, the Bonds will be sold pursuant to one or more bond purchase
agreements (collectively, the “Bond Purchase Contract”) to one or more of Citigroup Global
Markets Inc., Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, and J.P. Morgan
Securities LLC or such underwriters selected by the Borrower and identified in the Bond
Purchase Contract (each an “Underwriter” and collectively, the “Underwriters”); and

WHEREAS, there have been presented to the Authority on this date, the
following:

1. The form of the Indenture setting forth the terms of the Bonds
(including, without limitation, the preliminary redemption provisions, which
provisions are subject to change upon the pricing and marketing of the Bonds)
and the conditions and security for the Bonds;

2. The form of the Agreement;
3. The form of the Bonds as set forth in the Indenture;

4, The form of the Bond Purchase Contract by and among the
Authority, the Borrower and the applicable Underwriter or Underwriters; and

2
3764800.3 045418 RSIND

5. The form of the Official Statement with respect to the Bonds (the
“Official Statement”).

WHEREAS, it appears that each of the above-referenced documents, which are
now before the Directors of the Authority, is in substantially final form, except for such changes
as are necessary, desirable and appropriate as hereinafter provided, including, but not limited to,
such changes as are necessary to reflect the final pricing and terms and provisions of the Bonds,
and is an appropriate instrument for the purposes intended;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA
THAT:

Section 1. Definitions. In addition to the words and terms elsewhere defined
in this Resolution, the capitalized words and terms used herein shall have the meaning given in
Article I of the Indenture.

Section 2. Findings and Determination. The Board of Directors of the
Authority finds that (i) the Borrower maintains its corporate headquarters in Phoenix, Arizona;
(ii) the Borrower owns and operates hospital, medical and health care facilities in different
locations both in the State and in other states; (iii) the Borrower is one of the major employers in
the State; (iv) the Borrower is one of the largest providers of hospital, medical and health care
services in the State; and (v) the Borrower typically uses tax exempt or taxable bond financing
on a system-wide rather than a project basis to finance and refinance capital expenditures to its
facilities, wherever located. The Board of Directors of the Authority further finds that the
issuance of the Bonds and the making of a loan to the Borrower for the purpose of financing and
refinancing the Projects is in furtherance of the purposes of the Authority under the Act and will
provide an economic benefit to the Borrower by enabling the Borrower to finance and refinance
capital expenditures at the Borrower’s health care facilities within the State. The Board of
Directors of the Authority, based upon its findings, determines that the issuance of the Bonds and
the making of a loan to the Borrower for the purpose of financing and refinancing the Projects
will provide a benefit in the State.

Section 3. Authorization to Issue and Sell the Bonds. The Bonds in the
aggregate principal amount of not to exceed $450,000,000 are hereby authorized as revenue
bonds to be designated “The Industrial Development Authority of the County of Maricopa
Revenue Bonds (Banner Health), Series 2023,” in one or more series or subseries from time to
time, as taxable or tax-exempt debt, or a combination of taxable and tax-exempt debt. The
Bonds shall be in substantially the form set forth in the proposed form of Indenture. The Bonds
shall bear interest at such interest rates as determined in accordance with the Indenture, but in no
event shall such average annual fixed interest rates or initial variable interest rates exceed 6% per
amnum; provided further that in no event shall the interest rates on the Bonds exceed the
maximum rate allowed by law. The Bonds shall mature in such aggregate principal amounts as
set forth in the Indenture but in no event later than 40 years from the date of issuance of the
Bonds. The Bonds shall be payable and subject to redemption prior to maturity as provided in
the Indenture. Each Director and the Executive Director of the Authority are each designated as
an “Authorized Officer” of the Authority and each is hereby authorized to execute the Bonds and

3764800.3 045418 RSIND

each is hereby authorized to deliver them. Any signature of an Authorized Officer on the Bonds
may be by facsimile. Approval of the final terms of the Bonds by the Authority, including the
various maturities thereof and the final redemption provisions thereof, shall be evidenced
conclusively by the execution and delivery of the Indenture by an Authorized Officer.

The sale of the Bonds to the Underwriters pursuant to the terms of the Bond
Purchase Contract is and the same are in all respects hereby approved, authorized and confirmed.
The Bonds shall be sold to the applicable Underwriter or Underwriters identified in the Bond
Purchase Contract for the purchase price(s) set forth in the Bond Purchase Contract. The
approval of such purchase price(s) shall be evidenced by the execution and delivery of the Bond
Purchase Contract by an Authorized Officer.

Section4. Limited Obligations. The Bonds shall be special, limited
obligations of the Authority, payable solely out of (a) the revenues and receipts derived from or
with respect to the Agreement and the security therefor, (b) the proceeds of the Bonds, and
(c) the income, revenues and receipts pledged under the Indenture. Neither the Authority, the
State nor any other political subdivision of the State shall be obligated to pay the principal of the
Bonds or the interest thereon or any other costs incident thereto except from the amounts pledged
therefor. The State shall not, in any event, be liable for the payment of the principal of or interest
on the Bonds or for the performance of any pledge, mortgage, obligations or agreement of any
kind whatsoever which may be undertaken by the Authority and none of the Bonds of the
Authority or any of its agreements or obligations shall be construed to be an indebtedness of the
State within the meaning of any constitutional or statutory provisions whatsoever.

Nothing contained in this Resolution nor in any other instrument may be
considered as obligating the Authority or the State to any pecuniary liability or charge upon the
general credit of the Authority or the State. Furthermore, it is understood that no costs are to be
borne by the Authority with respect to the Projects, the refunding of the Prior Bonds or the
issuance and sale of the Bonds, and that the Borrower will promptly reimburse the Authority for
any costs or other expenses reasonably incurred by the Authority, including the fees of its legal
counsel and financial advisor, whether or not the Bonds are issued or sold.

Section 5. Ratification and Approval of Actions. All actions of the officers,
directors and agents of the Authority that are in conformity with the purpose and intent of this
Resolution and in furtherance of the issuance and sale of the Bonds as contemplated by this
Resolution, including the execution of any certificates as to identification of a qualified hedge,
shall be and are hereby ratified, confirmed and approved. Further, all actions previously taken or
to be taken by the Authority in connection with the preparation and publication of a Notice of
Public Hearing or the conducting of a public hearing on behalf of the Authority are also hereby
authorized, ratified, and confirmed and the Authority hereby approves the issuance of the Bonds
for all purposes under the Code.

Section 6. Approval _and_ Authorization of Documents. Any Authorized
Officer of the Authority is each hereby authorized and directed to execute and deliver, for and on

behalf of the Authority, the Indenture, the Bonds, the Agreement, the Bond Purchase Contract,
and any related documents (the “Documents”) in the usual form and as may be approved by
counsel to the Authority, with such changes, modifications, additions and deletions therein as

3764800.3 045418 RSIND

shall be approved by counsel to the Authority and as shall seem necessary, desirable or
appropriate, the execution thereof by the Authorized Officer of the Authority to constitute
conclusive evidence of such counsel’s approval and such officer’s approval on behalf of the
Authority of any and all changes, modifications, additions and deletions from the usual forms
thereof, and such Documents are hereby authorized to be executed and delivered by the
Authority.

The Authority hereby approves the use of the Official Statement and, if
appropriate, a Preliminary Official Statement, in the usual form and as may be approved by
counsel to the Authority, by the Underwriters in connection with the offering and sale of the
Bonds, as shall seem necessary, desirable or appropriate, and the Authority hereby further
approves the use by the Underwriters (after review and approval by counsel to the Authority) of
any supplement or amendment to the Official Statement which is necessary so that the Official
Statement does not include any untrue statement of a material fact and does not omit to state a
material fact necessary to make the statements therein not misleading. Except for the matters
relating to the Authority and litigation with respect to the Authority, the Authority will not
confirm, and assumes no responsibility for, the accuracy, completeness or sufficiency of any of
the statements in the Official Statement.

Section7. | Authority To Execute and Deliver Additional Documents. Any
Authorized Officer of the Authority is each hereby authorized to execute and deliver for and on
behalf of the Authority, any and all additional agreements, certificates, documents and other
papers, in forms approved by counsel to the Authority, and to perform all other acts as they may
deem necessary or appropriate to implement and carry out the purposes and intent of this
Resolution or relating to the Bonds. Each Authorized Officer is hereby empowered and
authorized, upon the request of the Borrower, from time to time, to execute, on behalf of the
Authority, any amendment to the Documents approved by counsel to the Authority. Execution of
any such additional agreements, certificates or documents, or any such amendments to the
Documents, by an Authorized Officer of the Authority, shall constitute conclusive evidence of
the approval of such counsel and such Authorized Officer on behalf of the Authority, of such
agreements, certificates, documents or amendments.

Section 8. Designation of Trustee. The Bank of New York Mellon Trust
Company, N.A., is hereby approved and appointed to serve as Trustee under the Indenture. If at
any time the Trustee shall be unable or unwilling to so serve, a successor trustee, paying agent
and registrar shall be selected pursuant to the terms of the Indenture.

Section 9. 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 10. Irrepealability. After the Bonds are delivered by the Trustee to the

Underwriters 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.

3764800.3 045418 RSIND

Section 11. Severability. If any section, paragraph, clause or provision of this
Resolution is for any reason held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision will not affect any of the
remaining provisions of this Resolution.

Section 12. Supplemental Resolutions. The Authority may, subject to the
terms and conditions of the Indenture, pass and execute resolutions supplemental to this
Resolution which shall not be inconsistent with the terms and provisions hereof.

Section 13. Limitation of Rights. With the exception of any rights herein
expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or
the Bonds is intended or shall be construed to give to any person, other than the Authority, the
Borrower, the Underwriters and the Trustee, any legal or equitable right, remedy or claim under
or with respect to this Resolution or any covenants, conditions and provisions herein contained;
this Resolution and all of the covenants, conditions and provisions hereof being intended to be
and being for the sole and exclusive benefit of the Authority, the Borrower, the Underwriters and
the Trustee as herein provided.

Section 14. _ Immunity of Officers. Neither the members of the governing body
of the Authority, nor any Director, officer or employee of the Authority, nor any person
executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability
or accountability by reason of the issuance thereof.

Section 15. Captions. The captions or headings in this Resolution are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Resolution.

Section 16. Notice of A.R.S. Section 38-511 - Cancellation. Notice is hereby
given of the provisions of Arizona Revised Statutes Section 38-511, as amended. By this
reference, the provisions of said statute are incorporated herein to the extent of their applicability
to contracts of the nature of this Resolution under the law of the State.

Section 17. Effective Date. This Resolution shall be in full force and effect
immediately upon its passage and approval.

3764800.3 045418 RSIND

Passed and adopted this 11" day of April, 2023.

THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA

Name: SS ely / ¥ harks ch
Title: Ex LRir:

3764800.3 045418 RSIND