Attachment A - City Council Resolution v5-125673931-v3.pdf

Attachment A 
RESOLUTION _____ 
A RESOLUTION GRANTING FINAL APPROVAL OF THE 
ISSUANCE 
OF 
AN 
AMOUNT 
NOT 
TO 
EXCEED 
$125,000,000 PRINCIPAL AMOUNT OF LEASE REVENUE 
BONDS (MAYO/BROOKS REHABILITATION FACILITY 
PROJECT), 
SERIES 
2024, 
OF 
THE 
INDUSTRIAL 
DEVELOPMENT AUTHORITY OF THE CITY OF PHOENIX, 
ARIZONA 
_______________ 
WHEREAS, The Industrial Development Authority of the City of Phoenix, 
Arizona (the “Issuer”), is a nonprofit corporation designated a political subdivision of the 
State of Arizona (the “State”) incorporated with the approval of the City of Phoenix, 
Arizona (the “City”); and 
WHEREAS, Title 35, Chapter 5, of the Arizona Revised Statutes, Section 
35-701 et seq., as amended (the “Act”), authorizes the Issuer 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 operation 
of a “project” (as defined in the Act) whenever the Board of Directors of the Issuer finds 
such loans to further advance the interests of the Issuer or the public interest, and to 
refund outstanding obligations incurred by an enterprise to finance the costs of a “project” 
when the Board of Directors of the Issuer finds such loans to be in furtherance of the 
purposes of the Authority or in the public interest; and 
WHEREAS, PAFAF I Phoenix LLC, a Delaware limited liability company 
(the “Borrower”), whose sole member is Pan-American Financial Assistance Foundation, 
Inc., a Delaware nonprofit corporation and an exempt organization described under 
 125673931.3 
THIS IS A DRAFT COPY ONLY AND IS NOT AN OFFICIAL COPY OF THE FINAL, ADOPTED 
RESOLUTION

125673931.3 
 
 
 
 
2 
Resolution No. _____ 
 
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), has 
requested that the Issuer issue its Lease Revenue Bonds (Mayo/Brooks Rehabilitation 
Facility Project), Series 2024 (the “Bonds”), in one or more series on a tax-exempt or 
taxable basis, pursuant to a Financing Agreement (the “Financing Agreement”), between 
the Issuer and the Borrower, pursuant to which the Issuer will loan the proceeds of the 
Bonds to the Borrower (the “Loan”), for purposes of: (a) financing, refinancing and/or 
reimbursing a portion of the cost of the development, acquisition, construction and 
equipping of a 60-bed healthcare facility to be located adjacent to the Discovery Oasis 
Campus on the west side of 64th Street, approximately one quarter mile south of the 
Mayo Boulevard and 64th Street intersection in Phoenix, Arizona (the “Facility”); (b) 
funding reserves for capitalized interest, working capital and debt service, as required; 
and (c) paying costs of issuance and other related transaction costs in connection with 
the issuance of the Bonds (collectively, the “Project”), all in accordance with the Act; and 
WHEREAS, the Facility will be leased to and operated by Brooks West 
Rehab Services, Inc., an Arizona nonprofit corporation and an exempt organization 
described under the Code, or one or more of its affiliates (the “Lessee”), pursuant to a 
Residual Ownership SubleaseSM Agreement to be entered into between the Borrower and 
the Lessee; and 
WHEREAS, the Issuer, by Resolution 2024-__, duly adopted by the Board 
of Directors of the Issuer at a lawful meeting called and held on November 14, 2024, 
granted approval of the issuance and sale of the Bonds in an aggregate principal amount 
not to exceed $125,000,000; and 
WHEREAS, Section 35-721(B) of the Act provides that the proceedings of 
the Issuer under which the Bonds are to be issued require the approval of the Council of

125673931.3 
 
 
 
 
3 
Resolution No. _____ 
 
the City; and 
WHEREAS, Section 147(f) of the Code requires that an “applicable elected 
representative” (as that term is defined in the Code) approve the issuance of the Bonds 
and the plan of finance for the Project following a public hearing, which public hearing 
was held by the Issuer on August 16, 2024 at 10:00 a.m. at the offices of the Issuer; and 
WHEREAS, information regarding the Project to be financed with the 
proceeds of the Bonds has been presented to the Council of the City; and 
WHEREAS, it is intended that this Resolution shall constitute approval by 
the Council of the City pursuant to Section 35-721(B) of the Act and of the “applicable 
elected representative” as defined in Section 147(f) of the Code with respect to the Bonds. 
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY 
OF PHOENIX, ARIZONA as follows: 
SECTION 1. The proceedings of the Issuer under which the Bonds are to 
be issued are hereby approved. 
SECTION 2. The issuance of the Bonds and the plan of finance for the 
Project are hereby approved for purposes of Section 147(f) of the Code. 
SECTION 3.  Resolution 22242 adopted by the Council of the City of 
Phoenix, Arizona on September 4, 2024, is hereby repealed in its entirety. 
SECTION 4.  Notice of Arizona Revised Statutes Section 38-511 is hereby 
given.  The provisions of that statute are by this reference incorporated herein to the 
extent of their applicability to matters contained herein.

125673931.3 
 
 
 
 
4 
Resolution No. _____ 
 
PASSED BY THE COUNCIL OF THE CITY OF PHOENIX, ARIZONA this 
___ day of December, 2024. 
 
 
 
 
 
MAYOR 
 
 
ATTEST: 
 
 
 
 City Clerk 
 
 
APPROVED AS TO FORM: 
 
 
 
 Acting City Attorney 
 
 
REVIEWED BY: 
 
 
 
 City Manager