0661_001.PDF

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 Direct Line: F. Wilder 602-440-4802 Offices in Arizona & Colorado
Direct Fax: 602-257-6902 www.rcalaw.com
E-mail: wwilder@rcalaw.com
September 14, 2016
HAND DELIVERED
Maricopa County 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 Senior
Living Facilities Revenue Refunding Bonds (Christian Care Retirement
Apartments, Inc. Project), Tax-Exempt Series 2016A, Taxable Series
2016B, Tax-Exempt Series 2016C and Tax-Exempt Series 2016D in an
amount not to exceed $60,000,000
Gentlemen:
As I believe you are aware, we serve as legal counsel to The Industrial
Development Authority of the County of Maricopa (the "Maricopa IDA").
On behalf of 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 that the
Board of Supervisors adopt a Resolution approving the proceedings of the Maricopa IDA for the
issuance of the above-referenced bonds.
The Resolution the Supervisors are being requested to adopt on September 21,
2016, supersedes the Resolution adopted by the Supervisors on April 6, 2016, relating to the
Maricopa IDA's Subordinate Senior Living Facilities Revenue Refunding Bonds (Christian Care
Retirement Apartments, Inc. Project), Series 2016 A and B, identified by tracking number C-94-
16-008-4-00.
The form of the Resolution for the Board of Supervisors' consideration has
heretofore been submitted to the Clerk of the Board of Supervisors.
The Maricopa IDA Board met on September 13, 2016, at which time the
Maricopa IDA Board adopted a Resolution approving the issuance of the above-referenced
bonds.
A copy of the Maricopa IDA approving Resolution adopted on September 13,
2016 is enclosed herewith, and has been filed with the Clerk of the Board of Supervisors.
4067896.1
09/14/16

RYLEYCARLOCK
Maricopa County Board of Supervisors &AP PLEWHITE
September 14, 2016 Attorneys
Page 2
A public hearing, pursuant to Section 147(f) of the Internal Revenue Code of
1986, as amended, was conducted by a representative of the Maricopa IDA on August 26, 2016,
and a Report of Public Hearing is being filed with the Clerk of the Board of Supervisors for the
records of the Board of Supervisors.
Enclosed herewith for your information is a copy of my summary memorandum,
dated September 8, 2016, to the Maricopa IDA Board with regard to the proposed bond
financing, setting forth in some detail information regarding the project being financed and the
financing terms.
Certainly let me know if or to the extent you have any questions.
Yours very truly,
b;/-da/(
7rme;vsf /
William F. Wilder
Enclosures
cc w/enc.: Ms. Fran McCarroll
Ms. Shelby Scharbach, Executive Director
Michelle Wood, Esq.
710636.1
9/14/2016

RYLEY CARLOCK MEMORANDUM
&A PPLEWHITE
Attorneys
Date: September 8, 2016
To: Members of Board of Directors of The Industrial Development Authority of
the County of Maricopa
From: William F. Wilder
Subject: Not to Exceed $70,000,000 - The Industrial Development Authority of the
County of Maricopa Senior Living Facility Revenue Bonds (Christian Care
Surprise, Inc. Project), Series 2016; and
Not to Exceed $60,000,000 - The Industrial Development Authority of the
County of Maricopa Senior Living Facilities Revenue Refunding Bonds
(Christian Care Retirement Apartments, Inc. Project), Series 2016
At the Authority Board meeting on September 13, 2016, you will be asked to
adopt two resolutions authorizing the issuance and sale of the bonds as described above (the
"Bonds"). The purpose of this memorandum is to provide you with a summary review of the
proposed financing.
In September 2015 the Authority Board adopted a Resolution authorizing the
issuance and sale of not to exceed $70,000,000 of the Authority's Senior Living Facility
Revenue Bonds Project (Christian Care Surprise, Inc. Project), Series 2016.
The Project to be financed with the proceeds of such Bonds is a 313-unit senior
living facility to be located at North Sarival Avenue and south of West Bell Road in Surprise,
Arizona. Additionally, bond proceeds will be used to fund a debt service reserve fund, to fund
capitalized interest, to fund an operating reserve fund and to pay certain costs of issuance of the
Bonds.
Proceeding with the Christian Care Surprise Senior Living Facility Project has
been subject to the need of Christian Care to procure approximately $16,000,000 of additional
financing.
Christian Care affiliates, Christian Care Retirement Apartments, Inc., Christian
Care Mesa, Inc., and Christian Care Assisted Living (Phoenix), Inc. (sometimes referred to
collectively as the "Affiliates" and sometimes referred to collectively as "Christian Care
Retirement Projects") have been prepared to make what is being referred to as an "Affiliate
Loan" to Christian Care Surprise in an amount of approximately $16,000,000, this loan to be
secured by a subordinate deed of trust on the Christian Care Surprise Project and to be
subordinate to the rights of Christian Care Surprise Bondholders,
The Christian Care Affiliates procured, through the Authority, bond financing in
2005 (the "Series 2005A Bonds") and in 2014 (the "Series 2014 Bonds"). The Series 2005A
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09/07/16

Bonds are insured by FannieMae. The Affiliates have operated very successfully over the years,
and have significant amounts of excess cash available to loan to Christian Care Surprise.
For nearly a year following the approving action of the Authority in 2015
regarding the Christian Care Surprise Project, Christian Care worked and negotiated with
FannieMae to try to get its approval for the use of excess cash from the Christian Care
Retirement Projects to loan to Christian Care Surprise.
Finally, FannieMae broke off negotiations, and Christian Care has determined its
best course of action at this point is to refund /refinance the Series 2005A Bonds and the Series
2014 Bonds, and to thereby eliminate the FannieMae guarantee and thus enable the Affiliates to
proceed with making an Affiliate loan to Christian Care Surprise.
Submitted herewith is a Letter Application and Structural Overview submitted by
Christian Care Retirements Apartments, Inc. in support of the proposed refunding/refinancing.
NOTIFICATION TO ARIZONA ATTORNEY GENERAL
As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the
Authority will notify the Arizona Attorney General of the Authority's intention to issue the
Bonds to refund/refinance the Series 2005A and Series 2014 Bonds.
PUBLIC HEARING
A public hearing pursuant to Section 147(f) of the Internal Revenue Code of
1986, as amended, relating to the issuance of the Refunding Bonds, was held by a representative
of the Authority on August 26, 2016, and a Report of Public Hearing will be submitted to the
Clerk of the Maricopa County Board of Supervisors.
ALLOCATION FOR TAX EXEMPT FINANCING
No allocation of the Arizona "volume cap" is required for the issuance of the
Refunding Bonds as this financing is for nonprofit 501(c)(3) entities and is a refunding of
previously issued bonds.
FINANCING PARTICIPANTS
The major participants in the financing are as follows:
Issuer: The Industrial Development Authority of the County of
Maricopa
Issuer Counsel: Ryley Carlock & Applewhite, a professional corporation
Borrowers: Christian Care Assisted Living (Phoenix) Inc., Christian
Care Retirement Apartments, Inc. and Christian Care Mesa,
Inc.
2

Bond Underwriter: Stifel Nicolaus & Co.
Bond Counsel: Lewis Roca Rothgerber & Christie LLP
Bond Trustee Zions Bank
Applicant/Borrower Counsel: Fennemore Craig, P.C.
Bond Underwriter Counsel: Squire Patton Boggs (US) LLP
PRINCIPAL FINANCING DOCUMENTS
Document Parties
Bond Indenture dated as of October 1, 2016 Issuer and Trustee
Financing Agreement dated as of October 1, 2016 Issuer and Borrowers
Official Statement (Preliminary and Final) Borrower and Bond Underwriter
Bond Purchase Agreement dated as of the date of Borrower, Issuer and Bond Underwriter
execution
PLAN OF FINANCING
The Bonds will be issued under and pursuant to the Bond Indenture and the
proceeds received from the sale of the Bonds will be loaned to the Borrowers pursuant to the
Financing Agreement and applied, together with other available moneys, to refund the 2005
Bonds and the 2014 Bonds.
The Bonds will be offered for sale by the Underwriter utilizing the Official
Statement and the Bonds will be purchased by the Underwriter under and in accordance with the
terms and provisions of the Bond Purchase Agreement.
It is anticipated the Bonds will bear interest at fixed rates dependent upon the
scheduled maturity date, will be subject to early redemption as provided for in the Bond
Indenture and will have an investment grade rating issued by one or more recognized national
rating agencies.
FINAL APPROVAL
At the Authority Board meeting on September 13, 2016, the Board will be asked
by the Borrowers to grant final approval for the financing and to adopt a resolution authorizing
the issuance and sale of the Bonds for the Christian Care Retirement Projects and to adopt a new
Resolution authorizing and approving the issuance of Bonds for the Christian Care Surprise
Project. Copies of the proposed forms of resolutions to be adopted are included in the Board
package.
3

NO LIABILITY ON THE COUNTY OF MARICOPA
Under the provisions of A.R.S. § 35-742, the County of Maricopa shall not in
any event be liable for the payment of the principal or interest on the bonds of the
Authority or for the performance by the Authority of any of its obligations with respect to
its bonds nor shall any agreements or obligations of the Authority constitute an
indebtedness of the County of Maricopa within the meaning of any constitutional or
statutory provision whatsoever.
BOARD OF SUPERVISORS APPROVAL
If the Authority Board acts to grant final approval for the bond refunding and to
adopt a resolution authorizing the issuance and sale of the refunding Bonds, the Maricopa
County Board of Supervisors will be requested, at its meeting on September 21, 2016, to act as
required by law to adopt a resolution approving the proceedings of the Authority for the issuance
of the Bonds.
TRANSACTION CLOSING
Assuming the required approvals of the Authority and the Maricopa County
Board of Supervisors are received, it is anticipated that the refunding Bonds and the Bonds for
the Surprise Senior Living Project will be issued in October, 2016.
LEGAL COUNSEL RECOMMENDATION
As counsel to the Authority, we have reviewed drafts of the principal financing
documents, we have been advised that these documents are now in substantially final form, and
based upon our review of such and our review of the proceedings of the Authority to date
relating to the proposed issuance of the refunding Bonds as well as the Surprise Senior Living
Project, we believe the financing documents and proceedings are in substantial conformance
with the policies and guidelines of the Authority and are in both form and substance acceptable
for the Authority Board to act upon and that the Resolution presented to the Authority Board
relating to authorizing the issuance and sale of the subject Bonds, and related matters, is in form
and substance acceptable for the Authority Board to adopt.
4

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE COUNTY OF 1VIARICOPA
AUTHORIZING THE ISSUANCE AND SALE 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 (the "State") incorporated
with the approval of Maricopa County, Arizona (the "County"), pursuant to the provisions of the
Constitution of the State and 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 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, 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(0(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 hiving
(Phoenix), Inc., an Arizona nonprofit corporation ("ALP", and together with Phoenix and Mesa, the
"Borrowers"), to, together with other available moneys, to (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");
2016 Bond Resolution 2010748020_5

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
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 the portion
of the costs of acquiring, constructing and equipping the Existing Facilities;
VVHEREAS, 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 ([he
"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 the 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 201613 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 20] GC Bonds, and (c) paying certain costs
and expenses incidental thereto;
WHEREAS, the Borrowers are requesting 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 the 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
2016 Bond Resolution 2 2010748020_5

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)
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 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, the Bonds and any future additional bonds issued in accordance with the Indenture
on a parity with the Bonds are all parity obligations that rank equally, without privilege, priority or
distinction as to the lien on, or claim of any such bonds to, the property and rights pledged under the
Indenture (and any related security instruments) over any other such 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, there have been prepared and presented to the Board of Directors of the Issuer
substantially final forms of the following documents which the Issuer proposes to approve, authorize or
enter into (collectively, the "Documents"): (a) the Bonds; (b) the Indenture; (c) the Financing Agreement;
(d) the Deed of Trust; (e) the Bond Purchase Agreement; and (f) the Preliminary Official Statement to be
circulated in connection with the sale of the Bonds (the "Preliminary Official Statement") which, with
such modifications and insertion of final terms as shall be necessary to reflect the final terms of the
Bonds, will also be the form of the final Official Statement in connection with the sale of the Bonds (the
"Official Statement");
WHEREAS, the issuance of the Bonds by the Issuer and the loan of the proceeds of the Bonds to
the Borrowers will be in the furtherance of the purposes of the Act and the Issuer, and in the public
interest; and
WHEREAS, it appears that each of the documents and instruments referred to above is now
before this meeting is in appropriate form to be approved for the purposes intended or approved;
NOW, THEREFORE, BE IT RESOLVED, by The Industrial Development Authority of the
County of Maricopa, as follows:
Section 1. The Issuer finds and determines: (a) the Borrowers have proposed to (1)
refinance the Series 2005A Bonds, (2) refinance the Series 2014 Bonds, (3) finance the Affiliate Loan,
and (4) finance the New Money Improvements (the "Series 2016 Projects") and represent to the Issuer
2016 Bond Resolution 3 20107480205

that the financing and refinancing of the 2016 Projects with the Bonds will provide the benefit of a lower
monthly debt service savings which will benefit the Borrowers in furtherance of exempt purposes and is
in the public interest; (b) the financing and refinancing of the 2016 Projects constitute "projects" as
defined in the Act; and (c) the issuance of the Bonds by the Issuer and the loan of the proceeds of the
Bonds to the Borrowers to finance and refinance the 2016 Projects will be in furtherance of the purposes
of the Act and the Issuer, will further advance the interest of the public, is in_ the public interest and will
provide a benefit within the State.
Section 2. Subject to and conditioned upon the satisfaction of the conditions listed in
Section 15, the Issuer hereby finds and determines that the issuance of the Bonds as provided in the
Indenture will promote the purposes of the Act and is hereby approved and authorized.
Section 3. The issuance and sale of the Bonds are hereby authorized and approved as
revenue bonds to be designated:
(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 $36,000,000;
(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 $6,000,000;
(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.
The maximum aggregate principal amount of the Bonds authorized by this Resolution shall be
$60,000,000, and shall be allocated between series as necessary to accomplish the intent of this
Resolution. The Bonds shall be dated, be in fully registered forms, and be transferable as provided in the
Indenture (as executed and delivered by the officers of the Issuer). The Bonds shall mature and shall be
subject to the redemption at the times and at the amounts set forth in the Indenture (as executed and
delivered), provided that the Bonds shall not mature later than forty (40) years from the date of issuance.
The Bonds shall bear interest from the date thereof at the rate calculated from time to time in accordance
with the Indenture, such rates not to exceed nine percent (9%) and payable at such times as provided in
the Indenture (as executed and delivered). Principal of and premium, if any, on the Bonds shall be
payable at the designated principal corporate trust office of the Trustee or its successor in trust, and
interest thereon shall be payable to each owner of any Bonds as otherwise provided in the Indenture.
Section 4. The forms, terms and provisions of the Bonds, in the form contained in the
Indenture, subject to appropriate insertion and revision in order to comply with the provisions of the
Indenture, are hereby approved and, when the same are executed on behalf of the Issuer in the manner
contemplated by the Indenture and this Resolution shall represent the approved form of Bonds of the
Issuer. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of
its President and attested with the manual or facsimile signature of the Secretary, all as provided in the
Indenture, and the President or any other officer of the Issuer shall cause the Bonds, as so executed and
attested, to be delivered to the Trustee for authentication.
2016 Bond Resolution 4 2010748020_5

Section 5. The form, terms and provisions of the Indenture (including exhibits and
appendices thereto) are in all respects approved, and any officer of the Issuer or the Executive Director of
the Issuer (each an "Authorized Officer") is hereby authorized, empowered and directed to execute, attest
and deliver the Indenture in the name and on behalf of the Issuer and thereupon to cause the Indenture to
be delivered to the Trustee. The Indenture is to be in substantially the form now before the Issuer at this
meeting and hereby approved, or with such changes therein as shall be approved by the officers of the
Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of
any and all changes or revisions therein from the form of Indenture now before this meeting. From and
after the execution and delivery of the Indenture, the officers, agents and employees of the Issuer are
hereby authorized, empowered and directed to do all such acts and things and to execute all such other
documents, instruments and certificates as may be necessary to carry out and comply with the provisions
of the Indenture (as executed and delivered).
Section 6. The form, terms and provisions of the Financing Agreement (including exhibits
and appendices thereto) are in all respects approved, and any Authorized Officer is hereby authorized,
empowered and directed to execute, attest and deliver the Financing Agreement in the name and on behalf
of the Issuer and thereupon to cause the Financing Agreement to be delivered to the Trustee. The
Financing Agreement are to be in substantially the form now before the Issuer at this meeting and hereby
approved, or with such changes therein as shall be approved by the officers of the Issuer executing the
same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or
revisions therein from the form of Financing Agreement now before this meeting. From and after the
execution and delivery of the Financing Agreement, the officers, agents and employees of the Issuer are
hereby authorized, empowered and directed to do all such acts and things and to execute all such other
documents, instruments and certificates as may be necessary to carry out and comply with the provisions
of the Financing Agreement (as executed and delivered).
Section 7. The form, terms and provisions of the Deed of Trust (including exhibits and
appendices thereto) are in all respects approved. The Deed of Trust shall be in substantially the form now
before the Issuer at this meeting and hereby approved, or with such changes therein as shall be approved
by legal counsel to the Issuer. From and after the execution and delivery of the Deed of Trust, the
officers, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such
acts and things and to execute all such other documents, instruments and certificates as may be necessary
to carry out and comply with the provisions of the Deed of Trust (as executed and delivered).
Section 8. The refunding of the Series 2005A Bonds with the 2005 Refunding Loan, subject
to satisfaction of the relevant terms and conditions in the Series 2005 Indenture, is hereby authorized and
approved. The officers, agents and employees of the Issuer are hereby authorized, empowered and
directed to do all such acts and things and to execute all such documents, instruments and certificates as
may be necessary to carry out and comply with the provisions of the Series 2005 Indenture pertaining to
the refunding of the Series 2005 Bonds.
Section 9. The refunding of the Series 2014 Bonds with the 2014 Refunding Loan, subject
to satisfaction of the relevant terms and conditions in the Series 2014 Indenture, is hereby authorized and
approved. The officers, agents and employees of the Issuer are hereby authorized, empowered and
directed to do all such acts and things and to execute all such documents, instruments and certificates as
may be necessary to carry out and comply with the provisions of the Series 2014 Indenture pertaining to
the refunding of the Series 2014 Bonds.
Section 10. The sale of the Bonds in the aggregate principal amount of not to exceed
$60,000,000 to the Underwriter, the exact principal amount of each series of the Bonds to appear in the
Bond Purchase Agreement (as executed and delivered), and maturing, bearing interest and being subject
2016 Bond Resolution 5 20107480205

to prior redemption as provided in the Indenture (as executed and delivered) is hereby authorized and
approved. The form, terms and provisions of the Bond Purchase Agreement are in all respects approved,
and any Authorized Officer is hereby authorized, empowered and directed to execute and deliver the
Bond Purchase Agreement in the name and on behalf of the Issuer. The Bond Purchase Agreement is to
be in substantially the form now before the Issuer at this meeting and hereby approved, or with such
changes or revisions therein from the form of Bond Purchase Agreement now before this meeting as shall
be required by legal counsel to the Issuer. From and after the execution and delivery of the Bond
Purchase Agreement, the officers, agents and employees of the Issuer are hereby authorized, empowered
and directed to do all such acts and things and to execute all such other documents, instruments and
certificates as may be necessary to carry out and comply with the provisions of the Bond Purchase
Agreement (as executed and delivered).
Section 11. The lawful use of the Preliminary Official Statement is hereby authorized in
substantially the form now before the Issuer at this meeting, with such changes, modifications, deletions
and appropriate variations, if any, to reflect the description and terms of the Bonds and all other relevant
matters as of the date of such Preliminary Official Statement as shall be approved by the President of the
Issuer and legal counsel. The lawful use by the Underwriter of the Official Statement (in substantially the
form presented to this meeting but with appropriate variations to reflect the fmal terms of the Bonds and
other matters herewith approved) is hereby approved.
Section 12. The Bonds shall be payable solely from the receipts and revenues received by, or
on behalf of, the Issuer pursuant to the Indenture. Nothing contained in this Resolution, any of the
Documents, or any other agreement, certificate, document, or instrument executed in connection with the
issuance of the Bonds shall be construed as obligating the Issuer (except as a special limited obligation to
the extent provided in such documents or instruments) or obligating the County, or as incurring a charge
upon the general credit of the Issuer or of the County, nor shall the breach of any agreement contemplated
by this Resolution, any of the Documents, or any other instrument or documents executed in connection
therewith impose any charge upon the general credit of the Issuer or of the County. The Issuer has no
taxing power.
Prior to the issuance of the Bonds, the Issuer has issued, and subsequent to the issuance of the
Bonds, the Issuer may issue bonds in connection with the financing of other projects unrelated to the
Existing Facilities and the Surprise Facility (such bonds together with any bonds issued by the Issuer
between this date and the issuance of the Bonds shall be referred to herein as the "Other Bonds"). Any
pledge, mortgage, or assignment made in connection with the Other Bonds shall be protected, and any
funds pledged or assigned for payment of principal, premium, if any, or interest on the Other Bonds shall
not be used for the payment of principal, premium, if any, or interest on the Bonds. Any pledge,
mortgage, or assignment made in connection with the Bonds shall be protected, and no funds pledged or
assigned for the payment of the Bonds shall be used for the payment of principal, premium, if any, or
interest on the Other Bonds.
Section 13. At the request of the Borrowers, Zions Bank, a division of ZB National
Association, is hereby designated, approved and confirmed to act as trustee, paying agent and bond registrar
under the Indenture.
Section 14. At the request of the Borrowers, Stifel, Nicolaus & Company, Incorporated, is
hereby designated, approved and confirmed to act as underwriter under the Bond Purchase Agreement.
Section 15. The Bonds shall not be issued unless and until:
(a) The Borrowers must comply fully with all applicable provisions of the Issuer's
Procedural Pamphlet, as amended through March 10, 1998 (the "Pamphlet"), relating to the issuance and
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sale of the Bonds, including the submission of Legal Proceedings, as required by Section 5.03 of the
Pamphlet, in form and substance satisfactory to the Issuer.
(b) Prior to closing, the Borrowers shall make arrangements satisfactory to the Issuer as to
the payment of the Issuer's annual administrative fee.
(c) The Arizona Attorney General does not disapprove the issuance of the Bonds in the
manner contemplated by A.R.S. § 35-721.
(d) On or prior to the closing, the Issuer shall receive an opinion from Bond Counsel, in a
form acceptable to the Issuer, to the effect that interest on any tax-exempt series of the Bonds will be
exempt from federal and State income taxes (the "Tax Exempt Bonds").
(e) On or prior to closing, the Issuer must receive an opinion of counsel to the Borrowers,
addressed to, and in a form acceptable to, the Issuer, regarding the due organization of, and enforceability
of the basic documentation, specifically addressing state law, with respect to the Borrowers; the accuracy
and completeness of any disclosure statement; compliance with state and federal securities laws; the
matters concerning the Borrowers' 501(c)(3) organizational status as set forth below; and other matters
reasonably requested. The opinion should specifically address the following: (i) each Borrower is an
organization described in Section 501(c)(3) of the Code, is exempt from federal income taxes under
Section 501(a) of the Code with the exception of any amounts deemed taxable by virtue of Section 527(0
of the Code, and is not a private foundation as defined in Section 509(a) of the Code; (ii) each Borrower
has received a letter from the Internal Revenue Service to such effect, which letter has not been modified,
limited or revoked; (iii) each Borrower is in compliance with the tefins, conditions and limitations of such
letter, and the facts and circumstances which formed the basis of such letter as represented to the Internal
Revenue Service continue substantially to exist; (iv) not less than ninety-five percent of the net proceeds
of the Tax Exempt Bonds (under the terms of such issue or any underlying arrangement) would be
deemed to be used by the Borrowers or other organization described in Section 501(c)(3) of the Code
directly or indirectly in a trade or business that does not constitute an unrelated trade or business,
determined by applying Section 513(a) of the Code; and (v) each Borrower is an entity organized and
operating exclusively for educational, religious and charitable purposes, not for pecuniary profit, and no
part of the net earnings of which inures to the benefit of any person, private stockholder or individual, all
within the meanings respectively, of subsection 3(a)(4) of the Securities Act, and of subsection
12(g)(2)(D) of the Securities Exchange Act of 1934, as amended.
(f) On or prior to closing, the Borrowers shall deliver an opinion or opinions, addressed and
in form acceptable to the Issuer, prior to dosing, to the effect that any of materials distributed in
connection with the offer and sale of the Bonds are correct and complete in all material respects, and do
not contain any untrue statements of material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading.
(g) If the Bonds are to be privately placed, the underwriter, placement agent or ultimate
purchaser of the Bonds should submit an investment letter (or the equivalent representations) to the Issuer
including representations that they have performed their own due diligence of the Project, and will
purchase and hold the Bonds as a private placement. Any subsequent resale of the Bonds must be
restricted to accredited investors or qualified institutional buyers.
(h) If the Bonds are to be offered publicly, they must obtain an investment grade rating
acceptable to the Issuer and its legal counsel from a nationally recognized rating agency. If such a rating
is not obtained, (a) the offer and sale of the Bonds must be limited to "accredited investors" within the
meaning of Rule 501 of Regulation D (but excluding natural persons) or "qualified institutional buyers"
2016 Bond Resolution 7 20107480205

within the meaning of Rule 144A, promulgated under the Securities Act, (b) the Issuer must receive
investment letters from such purchasers in form and substance satisfactory to the Issuer's legal counsel,
(c) any subsequent transfers and resales of the Bonds must be similarly restricted, and (d) the Bonds must
be issued in minimum denominations of $5,000 and integral multiples of $5,000 in excess thereof.
(i) The Issuer, its officers and directors, and the County, must be provided with full
indemnification in connection with the issuance and sale of the Bonds, in form and substance satisfactory
to the Issuer's legal counsel, from a credit-worthy source acceptable to the Issuer.
(i) Legal counsel to the Issuer must receive such documents, legal opinions, certificates and
other proceedings as are necessary and advisable to evidence compliance by the Borrowers, the
Underwriter and other financing participants with the Issuer's policies and procedures and applicable
federal and State laws.
(k) Prior to closing, the Borrowers must submit final copies of all the required legal opinions,
certificates, documents and other proceedings required herein. All legal opinions, certificates, documents
and other proceedings will be in compliance with the provisions hereof only if they are in all material
respects satisfactory to the Issuer's legal counsel as to which the legal counsel shall act reasonably.
(1) All requirements of the Code must be satisfied including, without limitation, the
requirement of final approval of the issuance of the Bonds from the County Board of Supervisors, after a
public hearing following reasonable notice, prior to closing.
Section 16. From and after the execution and delivery of the Documents herein approved, the
proper officers are hereby empowered and directed to do all such acts and things and to execute all such
documents as may be necessary in connection with the issuance and sale of the Bonds or to carry out and
comply with the provisions of aforesaid approved documents as executed and delivered, including, without
limitation, the execution of instructions relating to the investment of funds and use of the proceeds of the
Bonds and all other documents and certificates relating to the tax-exempt status of interest on the Bonds.
Section 17. Neither the members of the governing body of the Issuer nor any director,
officer, official employee or agent of the Issuer shall be subject to any personal liability or accountability
by reason of the issuance thereof.
Section 18. In the event of the inability or unavailability of any official of the Issuer to perform
any duty assigned to such official by the terms of this Resolution, any officer of the Issuer or the Executive
Director of the Issuer authorized to act for such official is hereby authorized and directed to do so.
Section 19. The liability of the Issuer with respect to the Documents or any other document
executed in connection with the transactions contemplated hereby shall be limited as provided in the Act
and such documents.
Section 20. All actions (not inconsistent with the provisions of this Resolution) heretofore
taken by or at the direction of the Issuer and its directors, officers, counsel, advisors or agents directed
toward the sale and issuance of the Bonds are hereby approved and ratified. Further, all actions
previously taken in connection with the preparation and publication of a Notice of Public Hearing and the
conducting of a public hearing relating to the issuance of the Tax Exempt Bonds as required by the Code,
are also hereby authorized, ratified, and confirmed, and the Issuer hereby approves the issuance of the
Tax Exempt Bonds for all purposes under the Code other than those specifically waived or prohibited in
the Financing Agreement.
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Section 21. The provisions of this Resolution are hereby declared to be separable, and if any
action, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect
the validity of the remainder of the sections, phrases and provisions.
Section 22. It is found and determined that all formal actions of the Issuer 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 requirements of the State and the Issuer.
Section 23. The provisions of this Resolution shall be in full force and effect from and after
its passage as provided by law.
Section 24. Any provisions of the Issuer's Bylaws, Procedural Pamphlet, or prior resolutions
inconsistent herewith are waived to the extent only of such inconsistency. This waiver shall not be
construed as repealing any such Bylaws, Procedural Pamphlet, or resolution or any part thereof.
Section 25. Notice of A.R.S. § 38-511 is hereby given. The provisions of said statute are by
this reference incorporated herein to the extent of their applicability to matters contained herein under the
laws of the State.
Section 26. This Resolution shall be effective immediately.
Section 27. The Resolution adopted by the Board of Directors of the Issuer on March 16,
2016, relating to the then proposed Subordinate Senior Living Facilities Revenue Refunding Bonds
(Christian Care Retirement, Inc. Project) Taxable Series 2016A and Subordinate Senior Living Facilities
Revenue Bonds (Christian Care Retirement Apartments, Inc. Project) Tax Exempt Series 20I6B, is
hereby superseded in all respects by this Resolution.
[Remainder of Page Intentionally Left Blank]
2016 Bond Resolution 9 2010748020 . 5

PASSED, ADOPTED, AND APPROVED on September/g, 2016.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA
By:
AuthorilLci Officer
2016 Bond Resolution