LETTER

RYLEYCARLOCK A PROFESSIONAL CORPORATION
One North Central Avenue, Suite 1200
&APPLEWHITE Phoenix, Arizona 85004-4417
Attorneys P 602.440.4800 F 602.257.9582
William F. Wilder Offices in Arizona www.rcalaw.com & Colorado
Direct Line: 602-440-4802
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
September 13, 2016
HAND DELIVERED
Ms. Fran McCarroll
Clerk of the Board of Supervisors
Maricopa County th
301 West Jefferson Street, 10 Floor
Phoenix, Arizona 85003
Re: The Industrial Development Authority of the County of Maricopa
Revenue Bonds (Banner Health), Series 2016A in an amount not to exceed
$950,000,000
Dear Ms. McCarroll:
On behalf of The Industrial Development Authority of the County of Maricopa
(the "Maricopa IDA"), we have heretofore requested to be on the Board of Supervisors' Agenda
for the meeting on September 21, 2016, for the purpose of requesting the Board of Supervisors
adopt a Resolution, a copy of which is enclosed herewith, approving the proceedings of the
Maricopa IDA taken on September 13, 2016, for the issuance of the above-referenced bonds.
Enclosed for the records of Maricopa County is a copy of the Maricopa IDA
approving resolution adopted September 13, 2016.
A public hearing, pursuant to Section 147(f) of the Internal Revenue Code of
1986, as amended, will be conducted by a representative of the Maricopa IDA on September 16,
2016, and a Report of Public Hearing will be filed with you for the records of the Board of
Supervisors.
Delivered herewith are envelopes marked with the names of each of the five
Supervisors which contain a letter from me (with a copy enclosed herewith for you), as well as a
copy of my summary memo to the Maricopa IDA Board, dated September 8, 2016 (with a copy
enclosed herewith for you), and I respectfully request you distribute each envelope to the
appropriate Supervisor.
If or to the extent you have any questions, please let me know.
Yours very truly,
Wil iam -. Wilder
Enclosures
cc: Ms. Shelby Scharbach, Executive Director, w/enc.
Michelle Wood, Esq.
4067221.1
09/13/16

A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS
APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA OF ITS REVENUE BONDS
(BANNER HEALTH), SERIES 2016A, IN ONE OR MORE SERIES, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $950,000,000
WHEREAS, The Industrial Development Authority of the County of Maricopa (the "Authority")
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,
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 refmancing the acquisition,
construction, improvement or equipping of a "project" (as defined in the Act);
WHEREAS, the Authority proposes to issue its Revenue Bonds (Banner Health), Series 2016A
(the "Bonds"), in one or more series from time to time, in an aggregate principal amount not to exceed
$950,000,000, for the benefit of Banner Health (the "Corporation"), an Arizona nonprofit corporation and
an exempt organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code");
WHEREAS, the proceeds of the Bonds will be loaned by the Authority to the Corporation to be
used, together with other available moneys, to (A) advance refund all or a portion of the outstanding
Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2008A (the "Series 2008A
Bonds") and Series 2008D (the "Series 2008D Bonds"), the proceeds of which financed and refinanced
the costs of acquisition, construction, renovations, furnishing and equipping of hospital and other health
care facilities owned and operated by the Corporation (the "Projects"), including (i) Banner Baywood
Medical Center, 6644 E. Baywood Avenue, Mesa, Arizona; (ii) Banner Estrella Medical Center, 9201 W.
Thomas Road, Phoenix, Arizona; (iii) Banner Ironwood Medical Center, 37000 N. Gantzel Road, San
Tan Valley, Arizona; (iv) Banner Desert Medical Center and Banner Children's at Cardon Children's
Medical Center, 1400 S. Dobson Road, Mesa, Arizona; (v) Banner University Medical Center-Phoenix,
1111 E. McDowell Road, Phoenix, Arizona; (vi) Banner Thunderbird Medical Center, 5555 W.
Thunderbird Road, Glendale, Arizona; (vii) Banner Corporate Center Phoenix, 1441 N. 12th Street,
Phoenix, Arizona; (viii) Banner Heart Hospital, 6750 E. Baywood Avenue, Mesa, Arizona; (ix) Banner
Gateway Medical Center, 1900 North Higley Road, including the Banner M.D. Anderson Cancer Center,
2946 East Banner Gateway Drive and the Canyon Springs Medical Office Building, 2940 East Banner
Gateway Drive, all at the Banner Gateway campus at Higley Road and U.S. Route 60, Gilbert, Arizona;
(x) Banner Corporate Center Mesa, 525 W. Brown Road, Mesa, Arizona; (xi) Banner Lassen Medical
Center, 560 Hospital Lane and 1800 Spring Ridge Drive, Susanville, California; (xii) McKee Medical
Center, 2000 Boise Avenue, Loveland, Colorado; (xiii) Banner Boswell Medical Center, 10401 W.
Thunderbird Boulevard, Sun City, Arizona; (xiv) Banner Del E. Webb Medical Center, 14502 W. Meeker
Boulevard, Sun City West, Arizona; and (B) pay costs relating to the issuance of the Bonds, all in
accordance with the Act and as more particularly described in the Notice of Public Hearing attached hereto;
WHEREAS, on September 13, 2016, the Authority resolved (the "Authority's Resolution") to
issue the Bonds, the Authority'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 Authority's Resolution has been made available to the Maricopa County Board
of Supervisors, and the Authority's Resolution has been duly considered by this Board;
2706780.1 040177 RS1ND

'WHEREAS, the Authority's Resolution authorizes, among other things, the issuance and sale of
the Bonds, the execution and delivery of the Bond Indenture, the Loan Agreement, the Tax Regulatory
Agreement (as such terms are defined in the Bond Indenture), and the Bond Purchase Agreement relating
to the Bonds, 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 Bond 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 Authority's Resolution;
WHEREAS, the Maricopa County Board of Supervisors have been informed that the documents
have been reviewed by competent Bond Counsel, Hawkins Delafield & Wood 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 Authority under
which the Bonds are to be issued require the approval of the Maricopa County Board of Supervisors of
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
September 2, 2016, a public hearing with respect to the Bonds and the location and nature of the Projects
to be refinanced with the proceeds of the Bonds was held by the Authority, pursuant to Section 147(f) of
the Code, on September 16, 2016, at the Maricopa County Administration Building, First Floor Lobby,
301 West Jefferson Street, 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 September 16,
2016 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 Authority of the Bonds in an aggregate principal amount not to
exceed $950,000,000 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 Authority's Resolution in connection with the issuance of the Bonds.
2706780,1 040177 RS1ND

ADOPTED AND APPROVED on September 21, 2016.
Chairman, Maricopa County Board of Supervisors
ATTEST:
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
2706780.1 040177 RS1ND

[ARIZONA]
NOTICE OF PUBLIC HEARING
Notice is hereby given that on September 16, 2016, a public hearing will be conducted by
an authorized representative on behalf of The Industrial Development Authority of the County of
Maricopa (the "Authority") in the Maricopa County Administration Building, First Floor Lobby,
301 West Jefferson Street, Phoenix Arizona 85003, commencing at 9:00 a.m., Mountain
Standard Time, with respect to the proposed issuance by the Authority of its Revenue Bonds
(Banner Health), Series 2016A (the "Bonds") in one or more series from time to time, in the
maximum aggregate principal amount of $950,000,000 to assist Banner Health (the
"Corporation"), an Arizona nonprofit corporation, to provide a plan of financing and refinancing
for the costs of hospital and other health care and related support facilities (the "Health
Facilities"). The owner and operator of the Health Facilities is the Corporation. The proceeds of
the Bonds will be used (i) to refinance the costs of the Health Facilities, as described below,
through the advance refunding of all or a portion of the Arizona Health Facilities Authority
Revenue Bonds (Banner Health), Series 2008A (the "Series 2008A Bonds") and Series 2008D
(the "Series 2008D Bonds"), (ii) to fund a debt service reserve fund, if any, for the Bonds, and
(iii) to pay costs of issuance with respect to the Bonds.
The Health Facilities owned and operated by the Corporation and with respect to which
projects will be refinanced with proceeds of the Bonds include: (i) Banner Baywood Medical
Center, 6644 E. Bayvvood Avenue, Mesa, Arizona ("Banner Baywood"); (ii) Banner Estrella
Medical Center, 9201 W. Thomas Road, Phoenix, Arizona ("Banner Estrella"); (iii) Banner
Ironwood Medical Center, 37000 N. Gantzel Road, San Tan Valley, Arizona ("Banner
Ironwood"); (iv) Banner Desert Medical Center ("Banner Desert") and Banner Children's at
Cardon Children's Medical Center ("Banner Cardon"), 1400 S. Dobson Road, Mesa, Arizona;
(v) Banner University Medical Center-Phoenix("Banner UMC Phoenix"), 1111 E. McDowell
Road, Phoenix, Arizona; (vi) Banner Thunderbird Medical Center, 5555 W. Thunderbird Road,
Glendale, Arizona ("Banner Thunderbird"); (vii) Banner Corporate Center Phoenix, 1441 N.
12th Street, Phoenix, Arizona ("Banner Corporate"); (viii) Banner Heart Hospital, 6750 E.
Baywood Avenue, Mesa, Arizona ("Banner Heart"); (ix) Banner Gateway Medical Center, 1900
North Higley Road, including the Banner M.D. Anderson Cancer Center, 2946 East Banner
Gateway Drive and the Canyon Springs Medical Office Building, 2940 East Banner Gateway
Drive, all at the Banner Gateway campus at Higley Road and U.S. Route 60, Gilbert, Arizona
("Banner Gateway"); (x) Banner Corporate Center Mesa, 525 W. Brown Road, Mesa, Arizona
("Banner Mesa"); (xi) Banner Lassen Medical Center, 560 Hospital Lane and 1800 Spring Ridge
Drive, Susanville, California ("Banner Lassen"); (xii) McKee Medical Center, 2000 Boise
Avenue, Loveland, Colorado ("Banner McKee"); (xiii) Banner Boswell Medical Center, 10401
W. Thunderbird Boulevard, Sun City, Arizona ("Banner Boswell"); (xiv) Banner Del E. Webb
Medical Center, 14502 W. Meeker Boulevard, Sun City West, Arizona ("Banner Del E. Webb")
(collectively, the "Health Facilities").
The proceeds of the Series 2008A Bonds were used to: (1) refinance the Bridge Loan;
and (2) pay certain costs of issuance relating to the Series 2008A Bonds. Proceeds of the Bridge
Loan were used by the Corporation to redeem the Series 2005 Bonds. The Series 2005 Bonds
were issued to finance: (i) the expansion of Banner Baywood, including construction of a patient
2706780.1 040177 RSIND

care tower, construction of two new operating rooms, and the renovation of support departments;
(ii) construction and equipping of Banner Gateway Medical Center; (iii) construction of a
parking garage at Banner Thunderbird; (iv) expansion and renovation of Banner Desert,
including renovation and expansion of operating rooms, renovation of the intensive care unit,
expansion of the emergency department, medical imaging and pharmacy, increasing the capacity
of the HVAC and electrical systems, upgrading the interior of Banner Desert, including the
kitchen, dining area and lounges, and construction of a new parking garage, and construction of
Banner Cardon; (v) expansion and renovation of Banner McKee, including development of an
orthopedics center, development of oncology services with a breast center and expanded
inpatient facilities, and the addition of birthing and postpartum units; (vi) miscellaneous capital
expenditures at the Corporation's Health Facilities; and (vii) redemption of the portion of the
Corporation's then outstanding commercial paper notes issued by the Corporation to finance
costs of acquisition, construction, renovation, expansion, improvement and equipping of Banner
McKee and costs of construction and equipping of Banner Lassen.
The proceeds of the Series 2008D Bonds were used to: (1) finance a portion of the costs
of the Series 2008 Projects, (2) finance the costs of the Acquisition Project, (3) refund the
outstanding Series 1999B Bonds and Series 2002 Bonds, and (4) pay costs of issuance relating to
the Series 2008D Bonds. The Series 2008 Projects consisted of the financing of (i) construction
of Banner Ironwood, (ii) an expansion of the emergency department at Banner Baywood, (iii)
construction of a new data center and a secondary corporate center and educational simulation
center at Banner Mesa, and (iv) miscellaneous capital expenditures at the Corporation's Health
Facilities located in Arizona. The Acquisition Project consisted of the acquisition of
substantially all of the healthcare provider assets of Banner Del E. Webb and Banner Boswell.
The Series 1999B Bonds were issued to finance a portion of the costs of acquisition by the
Corporation from Samaritan Health System of certain portions of the primary acute care hospital,
healthcare and other facilities and campuses of Banner UMC Phoenix, Banner Corporate, Banner
Desert, and Banner Thunderbird and medical and related equipment located thereon and
ancillary facilities related thereto. The Series 2002 Bonds were issued to (i) finance (1) the
construction and equipping of Banner Estrella; (2) the expansion and renovation of Banner UMC
Phoenix, including construction of a parking garage, an ambulatory services building and
improvements to infrastructure; (3) the purchase of capital equipment for and the expansion of
the neonatal intensive care unit at Banner Desert; (4) the purchase of capital equipment for and
the expansion and upgrade of the medical imaging department at Banner Mesa; (5) the purchase
of capital equipment for Banner Thunderbird; (6) the purchase of capital equipment for Banner
Mesa, and (7) miscellaneous capital expenditures at the foregoing locations (including Banner
Heart); and (ii) refund a portion of certain taxable commercial paper notes issued by the
Corporation to pay costs relating to the construction, reconstruction and renovation of Banner
Heart.
The Bonds will be special limited obligations of the Authority 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.
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 Health
2
2706780.1 040177 RSIND

Facilities to be refinanced with the proceeds of the Bonds. Any written submissions must be sent
to the Authority c/o Maricopa County, 301 West Jefferson Street, 10 th Floor, Phoenix, Arizona,
85003 Attention: President and clearly marked "Banner Health 2016A Bonds Project" Written
submissions should be mailed or delivered in sufficient time to be received on or before
September 15, 2016.
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA ARIZONA
3
2706780.1 040177 RSIND

IIDAMC1
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 $950,000,000
TO REFINANCE A SERIES OF PROJECTS
FOR BANNER HEALTH AND
TO REFUND CERTAIN BONDS ISSUED FOR THE
BENEFIT OF 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, in an aggregate principal amount not
to exceed $950,000,000, the proceeds of which will be loaned to the Borrower to be used to
provide a plan of refinancing for the Borrower of the costs of acquisition of, construction,
renovations and improvements to, and furnishing and equipping of, health care facilities owned
and operated by the Borrower in Arizona, Colorado and Calitbrnia (the "Projects") through the
advance refunding of all or a portion of the Arizona Health Facilities Authority's Revenue Bonds
(Banner Health), Series 2008A and Series 2008D (the "Prior Bonds"); 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, in an aggregate principal amount not to exceed
$950,000,000 to be designated "The Industrial Development Authority of the County of
Maricopa Revenue Bonds (Banner Health), Series 2016," 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
2701911.2 040177 RSIND

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 the Prior Bonds, funding a debt service reserve fund, if any, for the Bonds, paying
capitalized interest, if any, on the Bonds, and paying all or a portion of the costs of issuance of
the Bonds, including credit or liquidity enhancement fees, if any;
WHEREAS, the Bonds will be sold pursuant to one or more bond purchase
agreements (collectively, the "Bond Purchase Contract") to Morgan Stanley & Co. LLC or to
J.P. Morgan Securities or to both (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;
5. The forms of the Official Statements with respect to the Bonds
(collectively, the "Official Statement");
6. The forms of the Refunding Escrow Deposit Agreements providing
for the defeasance of the Prior Bonds; and
7. The form of the Tax Regulatory Agreement.
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.
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2701911.2 040177 RSIND

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 refinancing
the Projects, and refunding the Prior Bonds, are 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
refinance debt obligations incurred by the Borrower for capital expenditures at the Borrower's
health care facilities within and outside 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 refinancing the Projects, and refunding the Prior Bonds, 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 $950,000,000 are hereby authorized as revenue
bonds to be designated "The Industrial Development Authority of the County of Maricopa
Revenue Bonds (Banner Health), Series 2016," in one or more series or subseries from time to
time, as taxable or 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 annum; 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 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.
Section 4. 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
3
2701911 2 040177 RS1ND

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 and 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,
the Refunding Escrow Deposit Agreements, one or more Tax Regulatory Agreements relating to
the Bonds, 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 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
4
2701911.2 040177 RS1ND

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.
Section 7. 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.
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
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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 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.
Passed and adopted this September 13, 2016.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA
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