MCIDA DONOR NETWORK BS RESOLUTION - REVISED TO $35,000,000.DOCX

A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS
APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA OF ITS DIRECT PURCHASE
REVENUE BONDS (DONOR NETWORK OF ARIZONA PROJECT) SERIES
2018, IN ONE OR MORE TAX-EXEMPT AND/OR TAXABLE SERIES, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $35,000,000
WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Issuer”) is a
nonprofit corporation designated as a political subdivision of the State of Arizona incorporated with the
approval of the County of Maricopa, empowered under the Industrial Development Financing Act,
A.R.S. § 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 its Direct Purchase Revenue Bonds (Donor Network of
Arizona Project) Series 2018 (the “Bonds”), in one or more tax-exempt and/or taxable series, in an
aggregate principal amount not to exceed $35,000,000, for the benefit of Donor Network of Arizona,
(the “Borrower”), an Arizona nonprofit corporation and an exempt organization under Section 501(c)(3) of
the Internal Revenue Code of 1986 (the “Code”);
WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to, together
with other available moneys: (a) finance the acquisition, renovation, improvement, expansion,
construction, equipping and operation of a new capital project to serve as the Donor Network of Arizona
headquarters facility, to be located at 2010 West Rio Salado Parkway, Tempe, Arizona; (b) fund any
required reserves; (c) pay capitalized interest on the Bonds, if any; and (d) pay costs and expenses
incurred in connection therewith (collectively, the “Project”), all in accordance with the Act;
WHEREAS, on June 12, 2018, 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 this date;
WHEREAS, the Issuer’s Resolution authorizes, among other things, the issuance and sale of the
Bonds, the execution and delivery of the Indenture, the Loan Agreement, the Tax Agreement, and the
Investor Letter (as such terms are defined in the Indenture), and such other documents as required for the
issuance of the Bonds;
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment
for the Bonds are set forth in the Indenture and in the form of the Bonds;
WHEREAS, information regarding the issuance of the Bonds has 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, Lewis Roca Rothgerber Christie LLP, and Bond
Counsel has determined that the documents adequately meet the requirements of the Act and the Code;
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Board of Supervisors Resolution 104276752_3
Donor Network of Arizona, Series 2018

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;
WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors
must approve the issuance of the Bonds after a public hearing following reasonable public notice;
WHEREAS, following publication of a Notice of Public Hearing in The Arizona Republic on
May 29, 2018, a public hearing with respect to the Bonds and the location and nature of the Project to be
financed was held by the Issuer, pursuant to Section 147(f) of the Code, on June 12, 2018, at the
Maricopa County Administration Building, First Floor Lobby, 301 West Jefferson, Phoenix, Arizona
85003, a copy of the Notice of Public Hearing is attached hereto and made a part of this Resolution;
WHEREAS, a Report of Public Hearing regarding the Public Hearing held on June 12, 2018 has
been presented to and considered by the Maricopa County Board of Supervisors; 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 (a) Section 35-721.B of the
Act, and (b) Section 147(f) of the Code;
NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY BOARD OF
SUPERVISORS, as follows:
1. The issuance by the Issuer of the Bonds in an aggregate principal amount not to exceed
$35,000,000 is approved for all purposes under the Act and Section 147(f) of the Code.
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.
3. This Resolution supersedes and replaces the Resolution of the Maricopa County Board of
Supervisors pertaining to the Project, dated April 25, 2018, it its entirety.
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Board of Supervisors Resolution 104276752_3
Donor Network of Arizona, Series 2018

ADOPTED AND APPROVED on June __, 2018.
Chairman, Maricopa County Board of Supervisors
ATTEST:
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
Board of Supervisors Resolution 104276752_3
Donor Network of Arizona, Series 2018

NOTICE OF PUBLIC HEARING
PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held by a representative of
The Industrial Development Authority of the County of Maricopa (the “Issuer”) on June 12, 2018,
commencing at 9:00 a.m., MST, in the Maricopa County Administration Building, First Floor Lobby, 301
West Jefferson, Phoenix, Arizona 85003, regarding the Issuer’s Direct Purchase Revenue Bonds (Donor
Network of Arizona Project) Series 2018 (the “Bonds”), to be issued in an aggregate principal amount not
to exceed $35,000,000, in one or more tax-exempt and/or taxable series.
The proceeds of the Bonds will be loaned by the Issuer to Donor Network of Arizona (the “Borrower”), an
Arizona nonprofit corporation and an exempt organization described under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (the “Code”), and, together with a cash equity investment to
be made by the Borrower, will be applied to: (a) financing the acquisition, construction, equipping and
operation of a new headquarters and operations facility, to be located at 2010 West Rio Salado Parkway,
Tempe, Arizona; (b) funding any required reserves; (c) paying capitalized interest on the Bonds; and (d)
paying costs and expenses incurred in connection therewith (collectively, the “Project”).
The Project will be owned and operated by the Borrower or its affiliates.
The principal of, premium, if any, and interest on the Bonds will not constitute an indebtedness or
liability of the Issuer, the County of Maricopa, 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 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:
“Donor Network of Arizona Project”. 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
Board of Supervisors Resolution 104276752_3
Donor Network of Arizona, Series 2018