MCIDA CHRISTIAN CARE RETIREMENT 2016 BS RESOLUTION FOR 9-21-16.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 SENIOR LIVING
FACILITIES REVENUE REFUNDING BONDS (CHRISTIAN CARE
RETIREMENT APARTMENTS, INC. PROJECT) TAX EXEMPT SERIES 2016A,
ITS SENIOR LIVING FACILITIES REVENUE REFUNDING BONDS
(CHRISTIAN CARE RETIREMENT APARTMENTS, INC. PROJECT)
TAXABLE SERIES 2016B, ITS SENIOR LIVING FACILITIES REVENUE
BONDS (CHRISTIAN CARE RETIREMENT APARTMENTS, INC. PROJECT)
TAX EXEMPT SERIES 2016C, AND ITS SENIOR LIVING FACILITIES
REVENUE BONDS (CHRISTIAN CARE RETIREMENT APARTMENTS, INC.
PROJECT) TAX EXEMPT SERIES 2016D, IN MULTIPLE TAX EXEMPT
AND/OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $60,000,000, AND RELATED MATTERS
WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Issuer”) 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 refinancing the acquisition,
construction, improvement or equipping of a “project” (as defined in the Act);
WHEREAS, the term “project” includes within its meaning any land, any building, or other
improvement, and all real and personal properties which are suitable for facilities owned or operated by a
nonprofit organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as
amended (the “Code”);
WHEREAS, the Issuer issued its Adjustable Rate Senior Living Facilities Revenue Refunding
Bonds (Christian Care Retirement Apartments, Inc. Project) Series 2005A, in the aggregate principal
amount of $30,750,000 (the “Series 2005A Bonds”), pursuant to that certain Trust Indenture, dated as of
September 1, 2005 (the “Series 2005A Indenture”), between the Issuer and Wells Fargo Bank, N.A., in its
capacity as Trustee (the “Series 2005A Trustee”);
WHEREAS, pursuant to that certain Financing Agreement, dated as of September 1, 2005 (the
“Series 2005A Financing Agreement”), the Issuer loaned the proceeds of the Series 2005A Bonds to
Christian Care Retirement Apartments, Inc., an Arizona nonprofit corporation (“Phoenix”), Christian
Care Mesa, Inc., an Arizona nonprofit corporation (“Mesa”), and Christian Care Assisted Living
(Phoenix), Inc., an Arizona nonprofit corporation (“ALP”, and together with Phoenix and Mesa, the
“Borrowers”), together with other available moneys, (1) refinance the acquisition, construction and
equipping of a 265-unit senior living facility located at 2002 West Sunnyside Drive in Phoenix, Arizona,
known as Fellowship Square Phoenix (the “Phoenix Facility”), (2) refinance the acquisition, constructing
and equipping of a 236-unit senior and assisted living facility located at 6945 East Main Street in Mesa,
Arizona, known as Fellowship Square Mesa (the “Mesa Facility”), and (3) refinance the acquisition,
constructing and equipping of a 40-unit assisted living facility located at 11818 North 19th Avenue in
Phoenix, Arizona, known as The Oasis at Fellowship Square (the “ALP Facility”, and together with the
Phoenix Facility and the Mesa Facility, each a “Facility” and collectively the “Existing Facilities”);
WHEREAS, the Issuer issued its Subordinate Senior Living Facilities Revenue Refunding Bonds
(Christian Care Retirement Apartments, Inc. Project) Series 2014, in the aggregate principal amount of
$2,965,000 (the “Series 2014 Bonds”), pursuant to that certain Subordinate Indenture of Trust, dated as of
BOS Resolution (2016 Bonds) 2010748290_5

October 1, 2014 (the “Series 2014 Indenture”), between the Issuer and Wells Fargo Bank, N.A., in its
capacity as Trustee (the “Series 2014 Trustee”);
WHEREAS, pursuant to the terms and conditions set forth in a Subordinate Financing
Agreement, dated as of October 1, 2014 among the Issuer, Series 2014 Trustee, and the Borrowers, the
Issuer loaned the proceeds of its Series 2014 Bonds to the Borrowers for purposes of effecting a refunding
of the outstanding principal amount of the Issuer’s Subordinate Senior Living Revenue Refunding Bonds
(Christian Care Apartments, Inc.) Series 2005B, the proceeds of which were used to refinance a portion of
the costs of acquiring, constructing and equipping the Existing Facilities;
WHEREAS, the Borrowers have requested that the Issuer issue its Senior Living Facilities
Revenue Refunding Bonds (Christian Care Retirement Apartments, Inc. Project) Tax Exempt Series
2016A (the “Tax Exempt Series 2016A Bonds”), pursuant to a Indenture of Trust, to be dated as of
October 1, 2016 (the “Indenture”), between the Issuer and Zions Bank, a division of ZB National
Association (the “Trustee”), and enter into a Financing Agreement, to be dated as of October 1, 2016 (the
“Financing Agreement”), among the Issuer, the Borrowers, and the Trustee, pursuant to which the Issuer
will loan the proceeds of the Tax Exempt Series 2016A Bonds (the “2005 Refunding Loan”) to the
Borrowers for purposes of (a) effecting a current refunding of the outstanding Series 2005A Bonds,
(b) funding an operating reserve for the Existing Facilities, (c) funding a debt service reserve for the Tax
Exempt Series 2016A Bonds, (d) funding a replacement reserve fund for the Existing Facilities, and
(e) paying certain costs and expenses incidental thereto;
WHEREAS, the Borrowers have requested that the Issuer issue its Senior Living Facilities
Revenue Refunding Bonds (Christian Care Retirement Apartments, Inc. Project) Taxable Series 2016B (the
“Taxable Series 2016B Bonds”) pursuant to Indenture, and loan the proceeds of the Taxable Series 2016B
Bonds (the “2014 Refunding Loan”) to the Borrowers pursuant to the Financing Agreement for purposes of
effecting a taxable advance refunding of the outstanding Series 2014 Bonds, (b) funding a debt service
reserve for the Taxable Series 2016B Bonds, and (c) paying certain costs and expenses incidental thereto;
WHEREAS, the Borrowers have requested that the Issuer issue its Senior Living Facilities
Revenue Bonds (Christian Care Retirement Apartments, Inc. Project) Tax Exempt Series 2016C (the
“Tax Exempt Series 2016C Bonds”) pursuant to Indenture, and loan the proceeds of the Tax Exempt
Series 2016C Bonds (the “Tax Exempt Affiliate Loan”) to the Borrowers pursuant to the Financing
Agreement, which proceeds in turn will be simultaneously loaned by the Borrowers (the “Affiliate Loan”)
to Christian Care Surprise, Inc., an Arizona nonprofit corporation and an exempt organization described
under Section 501(c)(3) of Code (“Christian Care Surprise”), and, together with a the proceeds of other
indebtedness to be incurred by Christian Care Surprise, will be applied for the purposes of (a) financing a
portion of the cost of acquiring, constructing and equipping a 313-unit senior living facility to be located
west of North Sarival Avenue and south of West Bell Road in Surprise, Arizona (the “Surprise Facility”),
(b) funding a debt service reserve for the Tax Exempt Series 2016C Bonds, and (c) paying certain costs
and expenses incidental thereto;
WHEREAS, the Borrowers have requested that the Issuer issue its Senior Living Facilities
Revenue Bonds (Christian Care Retirement Apartments, Inc. Project) Tax Exempt Series 2016D
(individually, the “Tax Exempt Series 2016D Bonds” and, collectively with the Tax Exempt Series
2016A Bonds, the Taxable Series 2016B Bonds, and the Tax Exempt Series 2016C Bonds, the “Bonds”)
pursuant to Indenture, and the Issuer will loan the proceeds of the Tax Exempt Series 2016D Bonds
(individually the “Tax Exempt New Money Loan” and, collectively with the 2005 Refunding Loan, the
2014 Refunding Loan, and the Tax Exempt Affiliate Loan, the “Issuer Loan”) to the Borrowers pursuant to
the Financing Agreement for the purposes of (a) financing a portion of the cost of acquiring, constructing
and equipping certain improvements to the Existing Facilities (the “New Money Improvements”), (b)
BOS Resolution (2016 Bonds) 2 2010748290_5

funding a debt service reserve for the Tax Exempt Series 2016D Bonds, and (c) paying certain costs and
expenses incidental thereto;
WHEREAS, the Issuer Loan and the Bonds will be secured by, among other things, (a) a Deed of
Trust and Assignment of Rents with Security Agreement (Financing Statement-Fixture Filing), executed by
the Borrowers in favor of the Issuer, granting a lien on and security interest in the Existing Facilities and a
security interest in the gross revenues from the Existing Facilities (the “Deed of Trust”), together with a
related UCC-1 Financing Statement, (b) all right, title and interest of the Issuer in and to any moneys held
under the Indenture (excluding the Rebate Fund), and (c) all right, title and interest of the Issuer in the
Financing Agreement (excluding certain enumerated rights);
WHEREAS, under the provisions of the Indenture the Issuer will assign to the Trustee, for the
benefit of the owners of the Bonds, the revenues and receipts to be derived from the Financing Agreement;
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment
for the Bonds are set forth in the Indenture and in the forms of the Bonds;
WHEREAS, Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”), has
agreed to purchase the Bonds upon the proposed terms and conditions set forth in a Bond Purchase
Agreement (the “Bond Purchase Agreement”), from the Underwriter to be accepted and approved by the
Issuer and the Borrowers;
WHEREAS, on September 13, 2016, the Issuer resolved (the “Issuer’s Resolution”) to issue the
Bonds as revenue bonds to be designated as follows:
(a) “The Industrial Development Authority of the County of Maricopa Senior Living
Facilities Revenue Refunding Bonds (Christian Care Retirement Apartments, Inc. Project) Tax
Exempt Series 2016A”, in the approximate principal amount not to exceed $37,000,000;
(b) “The Industrial Development Authority of the County of Maricopa Senior Living
Facilities Revenue Bonds (Christian Care Retirement Apartments, Inc. Project) Taxable Series
2016B”, in the approximate principal amount not to exceed $5,000,000;
(c) “The Industrial Development Authority of the County of Maricopa Senior Living
Facilities Revenue Bonds (Christian Care Retirement Apartments, Inc. Project) Tax Exempt Series
2016C”, in the approximate principal amount not to exceed $16,500,000; and
(d) “The Industrial Development Authority of the County of Maricopa Senior Living
Facilities Revenue Bonds (Christian Care Retirement Apartments, Inc. Project) Tax Exempt Series
2016D”, in the approximate principal amount not to exceed $1,500,000.
WHEREAS, the Issuer’s Resolution is 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 Financing Agreement, the Deed of Trust, and the
Bond Purchase Agreement (as such terms are defined in the Indenture), and such other documents as
required for the issuance of the Bonds;
BOS Resolution (2016 Bonds) 3 2010748290_5

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;
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 Record Reporter on
August 5, 2016, a public hearing with respect to the Bonds and the location and nature of the Existing
Facilities to be financed was held by the Issuer, pursuant to Section 147(f) of the Code, on August
26, 2016, 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 August 26, 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 Issuer of the Bonds in an aggregate principal amount not to exceed
$60,000,000 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. The Resolution adopted by the Maricopa County Board of Supervisors on April 6, 2016,
relating to the issuance by the Issuer of its Subordinate Senior Living Facilities Revenue Refunding
Bonds (Christian Care Retirement Apartments, Inc. Project) Taxable Series 2016A and its Subordinate
Senior Living Facilities Revenue Bonds (Christian Care Retirement Apartments, Inc. Project) Tax
Exempt Series 2016B and identified by tracking number C-94-16-008-4-00, is hereby superseded in all
respects by this Resolution.
BOS Resolution (2016 Bonds) 4 2010748290_5

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
BOS Resolution (2016 Bonds)

NOTICE OF PUBLIC HEARING
Public notice is hereby given that on August 26, 2016, commencing at 9:00 a.m., Mountain
Standard Time, a public hearing will be conducted by The Industrial Development Authority of the
County of Maricopa (the “Authority”), or by a designee appointed to conduct the hearing, in the Maricopa
County Administration Building, First Floor Lobby, 301 West Jefferson, Phoenix, Arizona, 85003,
regarding the proposed issuance by the Authority of its Senior Living Revenue Bonds (Christian Care
Retirement Apartments, Inc. Project), Series 2016, to be issued in one or more series, pursuant to a
common plan of finance, in an aggregate principal amount not to exceed $60,000,000 (the “Bonds”).
A portion of the proceeds of the Bonds will be used by Christian Care Retirement Apartments,
Inc., an Arizona nonprofit corporation, Christian Care Mesa, Inc., an Arizona nonprofit corporation, and
Christian Care Assisted Living (Phoenix), Inc., an Arizona nonprofit corporation, (collectively, the
“Borrowers”), to refund (1) the Authority’s Adjustable Rate Senior Living Facilities Revenue Refunding
Bonds (Christian Care Retirement Apartments, Inc. Project) Series 2005A and (2) the Authority’s
Subordinate Senior Living Facilities Revenue Refunding Bonds (Christian Care Retirement Apartments,
Inc. Project) Series 2014, the proceeds of which were used to refinance (a) the acquisition, construction
and equipping of a 265-unit multifamily retirement facility, located at 2002 West Sunnyside Drive in
Phoenix (the “Phoenix Facility”), (b) the acquisition, construction and equipping of a 236-unit elderly
housing and assisted living facility located at 6945 East Main Street, Mesa, Arizona (the “Mesa Facility”),
and (c) the acquisition, construction and equipping of a 40-unit assisted living facility located at 11818
North 19th Avenue, Phoenix, Arizona (the “Oasis Facility” and, collectively with the Phoenix Facility and
the Mesa Facility, the “Facilities”), to capitalize certain operating reserves, debt service reserve funds,
replacement reserve funds, and to pay related costs of issuance (collectively, the “Refunding Project”).
The current owners and operators of the Refunding Project are the Borrowers.
A portion of the proceeds will be loaned to the Borrowers for purposes of (a) financing a portion
of the costs of acquiring, constructing and equipping a wellness and fitness center to be located at the
Phoenix Facility, (b) financing a portion of the costs of rehabilitating and equipping certain units within
the Facilities, (c) capitalizing debt service reserve funds, and (d) paying certain costs and expenses
incidental thereto (the “New Money Project”). The New Money Project will be owned and operated by
the Borrowers.
A portion of the proceeds of the Bonds will be loaned to the Borrowers, and will be
simultaneously loaned by the Borrowers to Christian Care Surprise, Inc., an Arizona nonprofit
corporation and an exempt organization described under Section 501(c)(3) of Code (“Christian Care
Surprise”), and, together with a the proceeds of other indebtedness incurred by Christian Care Surprise,
will be applied for the purposes of (a) financing a portion of the cost of acquiring, constructing and
equipping a 313-unit senior living facility to be located at North Sarival Avenue and south of West Bell
Road in Surprise, Arizona (the “Surprise Facility”), (b) funding a debt service reserve fund for the Bonds,
(c) funding capitalized interest, and (d) paying certain costs and expenses incidental thereto (the “Affiliate
Loan Project” and, together with the Refunding Project and the New Project, the “Project”). The Surprise
Facility will be owned by Christian Care Surprise and operated by it and an affiliated management
company. The Borrowers will not have any ownership interest in the Surprise Facility.
The principal of, premium, if any, and interest on the Bonds will not constitute an indebtedness or
liability of the Authority, the County of Maricopa, 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.
The public hearing is required by Section 147(f) of the Internal Revenue Code of 1986. 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
proposed Project to be financed. Written comments may also be submitted to the Authority for receipt
2010748290_5

prior to the time and date of such hearing, The Industrial Development Authority of the County of
Maricopa, Attention: President, c/o Maricopa County, 10th Floor, 301 West Jefferson, Phoenix, Arizona
85003.
This Notice is dated August 5, 2016.
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
2010748290_5