MCIDA COLORADO HEALTH FACILITIES AUTHORITY BETHESDA FOUNDATION - BS RESOLUTION.DOCX

A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS
APPROVING THE ISSUANCE BY COLORADO HEALTH FACILITIES
AUTHORITY OF ITS REVENUE IMPROVEMENT AND REFUNDING BONDS
(BETHESDA FOUNDATION PROJECT), SERIES 2018, IN ONE OR MORE TAX-
EXEMPT AND/OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $140,000,000
WHEREAS, Colorado Health Facilities Authority (“COHFA”) proposes to issue one or more
series of its Revenue Improvement and Refunding Bonds (Bethesda Foundation Project), Series 2018 (the
“Bonds”) in an aggregate principal amount not to exceed $140,000,000 in one or more tax-exempt and/or
taxable series and the corresponding plan of finance relating to the issuance of the Bonds and the
financing described therein, pursuant to the Colorado Health Facilities Authority Act, Colorado Revised
Statutes, Title 25, Article 25, as amended, and the Supplemental Public Securities Act, Colorado Revised
Statutes, Title 11, Article 57, Part 2, as amended (collectively, the “Acts”);
WHEREAS, proceeds of the Bonds will be used by Bethesda Foundation d/b/a/ Bethesda Senior
Living Communities, a Nebraska nonprofit corporation (“Bethesda”), an organization described in
Section 501(c)(3), and exempt from federal income tax under Section 501(a), of the Internal Revenue
Code of 1986, as amended (the “Code”), BSLC Thornton, LLC, a Colorado limited liability company
(“Thornton”, the sole corporate member of which is Bethesda), BSLC Frisco, LLC, a Colorado limited
liability company (“Frisco”, the sole corporate member of which is Bethesda), and BSLC II, a Nebraska
nonprofit corporation and an organization described in Code Section 501(c)(3) and exempt from federal
income tax under Code Section 501(a) (“BSLC II”, whose directors are appointed by Bethesda)
(Bethesda, Thornton, Frisco, and BSLC II are collectively referred to herein as the “Obligated Group”),
for the following purposes: (i) to refund COHFA’s Revenue Bonds, Series 2016A (Bethesda Foundation
Project) (the “Series 2016A Bonds”), the proceeds of which were used to finance and/or reimburse the
costs of acquiring, constructing, renovating, improving, and equipping certain of the Obligated Group’s
senior living facilities; (ii) to refund COHFA’s Revenue Bonds, Series 2016B (Bethesda Foundation
Project) (the “Series 2016B Bonds”), the proceeds of which were used to finance and/or reimburse the
costs of acquiring, constructing, renovating, improving, and equipping certain of the Obligated Group’s
senior living facilities; (iii) to refund COHFA’s Revenue Bond, Series 2014A (Bethesda Foundation
Project) (the “Series 2014A Bond”), the proceeds of which were used to (a) refund COHFA’s Revenue
Refunding Bonds (Bethesda Foundation Project), Series 2011, the proceeds of which were used to (a)
refund bonds for the benefit of the Obligated Group related to certain of its senior living facilities, and (b)
pay certain costs associated with issuing the Series 2014A Bond; (iv) to refund COHFA’s Revenue Bond,
Series 2014B (Bethesda Foundation Project) (the “Series 2014B Bond”), the proceeds of which were used
to (a) finance and/or reimburse the costs of acquiring and improving certain of the Obligated Group’s
senior living facilities, (b) financing and/or reimbursing the costs of acquiring and improving certain of
the Obligated Group’s senior living facilities, and (c) pay certain costs associated with issuing the Series
2014B Bond; (v) to refund a series of 2011 mortgage loans from Deutsche Bank Berkshire Mortgage, Inc.
to BSLC II (the “2011 Loans”), for the purpose of financing certain of the Obligated Group’s senior
living facilities, which 2011 Loans were then assigned by Deutsche Bank Berkshire Mortgage, Inc. to
Fannie Mae; (vi) to pay any costs, fees, or penalties associated with repayment of the Series 2016A
Bonds, the Series 2016B Bonds, the Series 2014A Bonds, the Series 2014B Bonds, and the 2011 Loans;
(vii) to create a capital expenditure fund in an amount not to exceed $17,000,000 to acquire, construct,
renovate, remodel, or equip certain capital projects located on the Obligated Group’s senior living
facilities; (viii) to fund debt service reserve funds for the Bonds; and (ix) to pay costs relating to the
issuance of the Bonds (collectively, the “Project”), all pursuant to the Acts;

WHEREAS, a portion of the Bonds will be used to finance or refinance the following 114 unit
senior living facility: Bethesda Gardens, located at 13825 North Cave Creek Road, Phoenix, Arizona,
owned and operated by Bethesda.
WHEREAS, Section 147(f) of the Code requires that the Bonds and the Project be approved by
the “applicable elected representative” (as defined in the Code) of the jurisdiction in which any portion of
the Project is located after a public hearing held following reasonable public notice thereof.
WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors
has been requested to approve, as the “applicable elected representative” of Maricopa County, the
issuance of the Bonds and the Project in accordance with the requirements of the Code;
WHEREAS, following publication of a Notice of Public Hearing in The Arizona Republic on
August 13th, 2018, a public hearing with respect to the Bonds and the location and nature of the Project to
be financed was held by a representative of The Industrial Development Authority of the County of
Maricopa, pursuant to Section 147(f) of the Code, on August 27th, 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; 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 Section 147(f) of the Code;
NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY BOARD OF
SUPERVISORS, as follows:
1. The undersigned, as the Chairman of the Maricopa County Board of Supervisors, hereby
approves, solely for the purpose of complying with Section 147(f) of the Code, the issuance of the Bonds
for the purpose of financing, refinancing or reimbursing the Project for the Borrower.
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
in connection with the issuance of the Bonds.
ADOPTED AND APPROVED on August 29, 2018.
______________________________________
Chairman, Maricopa County Board of Supervisors
ATTEST:
____________________________________
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
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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 on August 27th, 2018, commencing at 9:30
a.m., MST, in the Maricopa County Administration Building, First Floor Lobby, 301 West Jefferson,
Phoenix, Arizona 85003, regarding a proposed issuance by Colorado Health Facilities Authority
(“COHFA”) of one or more series of its Revenue Improvement and Refunding Bonds (Bethesda
Foundation Project), Series 2018 (the “Bonds”), to be issued in an aggregate principal amount not to
exceed $140,000,000, in one or more tax-exempt and/or taxable series, and the corresponding plan of
finance relating to the issuance of the Bonds and the financing described therein.
Proceeds of the Bonds will be used by Bethesda Foundation d/b/a/ Bethesda Senior Living Communities,
a Nebraska nonprofit corporation (“Bethesda”), an organization described in Section 501(c)(3), and
exempt from federal income tax under Section 501(a), of the Internal Revenue Code of 1986, as amended
(the “Code”), BSLC Thornton, LLC, a Colorado limited liability company (“Thornton”, the sole
corporate member of which is Bethesda), BSLC Frisco, LLC, a Colorado limited liability company
(“Frisco”, the sole corporate member of which is Bethesda), and BSLC II, a Nebraska nonprofit
corporation and an organization described in Code Section 501(c)(3) and exempt from federal income tax
under Code Section 501(a) (“BSLC II”, whose directors are appointed by Bethesda) (Bethesda, Thornton,
Frisco, and BSLC II are collectively referred to herein as the “Obligated Group”), for the following
purposes: (i) to refund COHFA’s Revenue Bonds, Series 2016A (Bethesda Foundation Project) (the
“Series 2016A Bonds”), the proceeds of which were used to finance and/or reimburse the costs of
acquiring, constructing, renovating, improving, and equipping certain of the Obligated Group’s senior
living facilities; (ii) to refund COHFA’s Revenue Bonds, Series 2016B (Bethesda Foundation Project)
(the “Series 2016B Bonds”), the proceeds of which were used to finance and/or reimburse the costs of
acquiring, constructing, renovating, improving, and equipping certain of the Obligated Group’s senior
living facilities; (iii) to refund COHFA’s Revenue Bond, Series 2014A (Bethesda Foundation Project)
(the “Series 2014A Bond”), the proceeds of which were used to (a) refund COHFA’s Revenue Refunding
Bonds (Bethesda Foundation Project), Series 2011, the proceeds of which were used to (a) refund bonds
for the benefit of the Obligated Group related to certain of its senior living facilities, and (b) pay certain
costs associated with issuing the Series 2014A Bond; (iv) to refund COHFA’s Revenue Bond, Series
2014B (Bethesda Foundation Project) (the “Series 2014B Bond”), the proceeds of which were used to
(a) finance and/or reimburse the costs of acquiring and improving certain of the Obligated Group’s senior
living facilities, (b) financing and/or reimbursing the costs of acquiring and improving certain of the
Obligated Group’s senior living facilities, and (c) pay certain costs associated with issuing the Series
2014B Bond; (v) to refund a series of 2011 mortgage loans from Deutsche Bank Berkshire Mortgage, Inc.
to BSLC II (the “2011 Loans”), for the purpose of financing certain of the Obligated Group’s senior
living facilities, which 2011 Loans were then assigned by Deutsche Bank Berkshire Mortgage, Inc. to
Fannie Mae; (vi) to pay any costs, fees, or penalties associated with repayment of the Series 2016A
Bonds, the Series 2016B Bonds, the Series 2014A Bonds, the Series 2014B Bonds, and the 2011 Loans;
(vii) to create a capital expenditure fund in an amount not to exceed $17,000,000 to acquire, construct,
renovate, remodel, or equip certain capital projects located on the Obligated Group’s senior living
facilities; (viii) to fund debt service reserve funds for the Bonds; and (ix) to pay costs relating to the
issuance of the Bonds (collectively, the “Project”).
A portion of the Bonds will be used to finance or refinance the following 114 unit senior living facility:
Bethesda Gardens, located at 13825 North Cave Creek Road, Phoenix, Arizona, owned and operated by
Bethesda.

The remainder of the Bonds will be used to finance or refinance senior living facilities located in
Missouri, Indiana, Nebraska, Texas, and Colorado, which facilities, in the aggregate, are owned and
operated by Bethesda and its affiliates.
The Bonds will be issued by COHFA and will constitute special, limited obligations of COHFA payable
solely from amounts received by COHFA pursuant to a loan agreement between COHFA and Bethesda.
The principal of, premium, if any, and interest on the Bonds will not constitute an indebtedness or
liability of The Industrial Development Authority of the County of Maricopa, 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: “Bethesda Foundation
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
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