MCIDA WESTMINSTER BS RESOLUTION.DOCX

RESOLUTION
A RESOLUTION OF THE BOARD OF SUPERVISORS OF MARICOPA COUNTY,
ARIZONA APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA OF ITS SENIOR LIVING REVENUE
BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $26,000,000
COMPRISED OF ITS SENIOR LIVING REVENUE REFUNDING BONDS (WESTMINSTER
VILLAGE, INC. PROJECT), SERIES 2017A AND ITS SENIOR LIVING REVENUE BONDS
(WESTMINSTER VILLAGE, INC. PROJECT), SERIES 2017B
WHEREAS, The Industrial Development Authority of the County of Maricopa (the
“Issuer”) is an Arizona nonprofit corporation designated as a political subdivision of the State of
Arizona (the “State”) empowered under the Industrial Development Financing Act, A.R.S. § 35-
701 et seq. (the “Act”);
WHEREAS, the Issuer is authorized and empowered, among other things, (a) to issue
tax-exempt and taxable revenue bonds and to use the proceeds thereof in accordance with the
Act, (b) to contract with and employ others to provide for and to pay compensation for
professional services and other services as the Issuer shall deem necessary for the financing of
“projects” as defined in the Act, and (c) to pledge its property and revenues to secure the
payment of the principal of and premium, if any, and interest on its tax-exempt and taxable
revenue bonds;
WHEREAS, Westminster Village, Inc. (the “Corporation”) and Westminster Village
Foundation, each an Arizona non-profit corporation exempt under Section 501(c)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”) (collectively with the
Corporation, the “Borrowers”), is requesting that the Authority issue its senior living revenue
bonds in an aggregate principal amount not to exceed $26,000,000 comprised of its Senior
Living Revenue Refunding Bonds (Westminster Village, Inc. Project), Series 2017A (the “Series
2017A Bonds”) and its Senior Living Revenue Bonds (Westminster Village, Inc. Project), Series
2017B (the “Series 2017B Bonds” and, together with the “Series 2017A Bonds”, the “Bonds”),
and loan the proceeds thereof to the Borrowers for purposes of: (i) refinancing a portion of the
costs of the construction, remodeling, renovation and equipping of a 333-unit continuing care
retirement community commonly known as Westminster Village, located at 12000 North 90th
Street, Scottsdale, Arizona 85260 (the “Facility”), by prepaying a loan by The Lincoln National
Life Insurance Company (“Lincoln”) pursuant to a Loan Agreement, dated November 20, 2003,
between the Corporation and Lincoln, (ii) financing the remodeling, renovation, improvement
and equipping of the Facility, and (iii) paying certain costs and expenses related to the issuance
of the Bonds (collectively, the “Project”);
WHEREAS, on November 14, 2017, 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 Resolution has been duly considered this date;
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WHEREAS, the Issuer’s Resolution authorizes, among other things, the issuance and sale
of the Bonds, the execution and delivery of a Loan Agreement, Bond Purchase Agreement, Tax
Certificate and Agreement, an Assignment Agreement 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 Loan Agreement and in the form of the Bonds;
WHEREAS, copies of the documents have been available to the Maricopa County Board
of Supervisors, together with the Issuer’s Resolution;
WHEREAS, the Maricopa County Board of Supervisors has been informed that the
documents have been reviewed by competent Bond Counsel, Squire Patton Boggs (US) 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 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 Notice of Public Hearing in the Record Reporter on
October 27, 2017, a public hearing was held by the Issuer, pursuant to Section 147(f) of the
Code, on November 14, 2017, in the Maricopa County Administration offices, first floor public
lobby, 301 West Jefferson, Phoenix, Arizona, 85003, with respect to the issuance of the Bonds to
assist in the financing of the Project as described in the Notice of Public Hearing, a copy of
which 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 (i) Section
35-721.B of the Act, and (ii) Section 147(f) of the Code.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
MARICOPA COUNTY, ARIZONA, as follows:
1. The issuance by the Issuer of an aggregate principal amount of not to exceed
$26,000,000 of the Series 2017A Bonds and the Series 2017B Bonds is approved for all purposes
under the Act and the Code.
2. The appropriate officers of the Maricopa County Board of Supervisors are hereby
authorized and directed to do all such things and 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.
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PASSED, ADOPTED, AND APPROVED, on November __, 2017.
Chairman of the Board
of Supervisors of Maricopa County
ATTEST:
Fran McCarroll, Clerk of the
Board of Supervisors of Maricopa County
Attachment: Notice of Public Hearing
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NOTICE OF PUBLIC HEARING
Notice is hereby given that a public hearing will be held by an authorized representative of The
Industrial Development Authority of the County of Maricopa (the “Authority”) on Tuesday,
November 14, 2017, at 9:00 a.m. in the first floor lobby (prior to entering security) of the
Maricopa County Administration Building, 301 W. Jefferson, Phoenix, Arizona 85003
regarding a plan to issue not to exceed $26,000,000 aggregate principal amount of bonds of the
Authority in one or more series pursuant to a plan of financing (the “Bonds”). The proceeds of
the Bonds will be loaned by the Authority to Westminster Village, Inc. (the “Corporation”) and
Westminster Village Foundation, each an Arizona non-profit corporation, to (i) refinance a loan
of the Corporation the proceeds of which were used to finance or refinance costs of construction,
remodeling, renovation and equipping of the Corporation’s 370,156 square foot life care
retirement community located at 12000 North 90th Street, Scottsdale, Arizona 85260 (the
“Facility”), (ii) finance the remodeling, renovation, improving and equipping of the Facility, and
(iii) pay certain expenses incurred in connection with the issuance of the Bonds and refinancing
the prior loan. The Corporation will own and operate the Facility.
The principal of, premium, if any, and interest on the Bonds will not constitute an
indebtedness or liability of the Authority or any political subdivision of the State of Arizona,
including Maricopa County, Arizona, or a charge against their general credit or any taxing
powers, if any, but shall be payable solely from the sources provided for in the proceedings
pursuant to which the Bonds are issued. The Authority has no taxing power.
The public hearing is required by Section 147 of the Internal Revenue Code of 1986, as
amended. At the time and place set for the public hearing, interested persons will be given the
opportunity to express their views, both orally and in writing, on the proposed issue of Bonds,
and the location and nature of the facilities financed. Written comments may also be submitted
to The Industrial Development Authority of the County of Maricopa c/o William F. Wilder, Esq.,
Authority legal counsel, One North Central Avenue, Suite 1200, Phoenix, Arizona 85004, and
clearly marked: “Westminster Village, Inc. 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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