MCIDA CHRISTIAN CARE SURPRISE 2016 BS RESOLUTION FOR 9-21-16.DOCX
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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 FACILITY REVENUE BONDS (CHRISTIAN CARE SURPRISE, INC. PROJECT), SERIES 2016, IN ONE OR MORE TAX-EXEMPT AND/OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $70,000,000 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 Issuer proposes to issue its Senior Living Facility Revenue Bonds (Christian Care Surprise, Inc. Project), Series 2016 (the “Bonds”), in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $70,000,000, for the benefit of Christian Care Surprise, Inc., (the “Borrower”), an Arizona nonprofit corporation and an exempt organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”); WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to, together with other available moneys, (a) finance 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, (b) fund a debt service reserve fund for the Bonds, (c) fund capitalized interest, (d) fund an operating reserve fund, (e) fund a capital and maintenance fund, and (f) pay certain costs and expenses incidental thereto (collectively, the “Project”), all in accordance with the Act; WHEREAS, on September 13, 2016, 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 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; WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment for the Bonds are set forth in the Indenture and in the form of the Bonds; 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; Board of Supervisors Resolution (Surprise Series 2016) 7179905_4 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 May 13, 2015, a public hearing with respect to the Bonds and the location and nature of the Project to be financed was held by the Issuer, pursuant to Section 147(f) of the Code, on June 9, 2015, 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 June 9, 2015 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 $70,000,000 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 February 3, 2016, relating to the issuance of not to exceed $70,000,000 Senior Living Facility Revenue Bonds (Christian Care Surprise, Inc. Project), Series 2016, and identified by tracking number C-94-16-002-4-01 is hereby superseded in all respects by this Resolution. Board of Supervisors Resolution (Surprise Series 2016) 2 7179905_4 ADOPTED AND APPROVED on September 13, 2016. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors ATTACHMENT: Notice of Public Hearing Board of Supervisors Resolution (Surprise Series 2016) 7179905_4 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 (the “Issuer”) on June 9, 2015, commencing at 8:30 a.m., MST, in the Maricopa County Administration Building, First Floor Lobby, 301 West Jefferson, Phoenix, Arizona 85003, regarding the Issuer’s Senior Living Facilities Revenue Bonds (Christian Care Surprise, Inc. Project) Series 2015A (the “Series A Bonds”), and its Subordinate Senior Living Facilities Revenue Bonds (Christian Care Surprise, Inc. Project) Series 2015B (the “Series B Bonds”, and together with the Series A Bonds, the “Bonds”), to be issued in an aggregate principal amount not to exceed $85,000,000, in one or more tax-exempt and/or taxable series. The proceeds of the Bonds will be loaned by the Issuer to Christian Care Surprise, Inc. (the “Borrower”), an Arizona nonprofit corporation and an exempt organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and, together with a cash equity investment to be made by the Borrower and its affiliates, will be applied for the purposes of (a) financing 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, (b) funding a debt service reserve fund for each series of the Bonds, (c) funding capitalized interest, (d) funding an operating reserve fund, (e) funding a capital and maintenance fund, (f) funding a rental subsidy fund, and (g) paying certain costs and expenses incidental thereto (collectively, the “Project”). The Facilities will be owned and operated by the Borrower or its affiliates. The principal of, premium, if any, and interest on the Bonds will not constitute an indebtedness or liability of the Issuer, 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: “Christian Care Surprise, 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 7179905_4