CHRISTIAN CARE SURPRISE BS RESOLUTION SUBORDINATE BONDS FOR 4-6-16.DOCX

A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS
APPROVING THE ISSUANCE AND SALE 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, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$20,000,000, 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 Issuer proposes to issue its Subordinate Senior Living Facilities Revenue
Refunding Bonds (Christian Care Retirement Apartments, Inc. Project) Taxable Series 2016A (the
“Subordinate Taxable Bonds”), pursuant to a Subordinate Indenture (the “Subordinate Indenture”),
between the Issuer and Zions Bank, a division of ZB National Bank (the “Subordinate Trustee”);
WHEREAS, in furtherance of the purposes of the Act, the Issuer will enter into a Subordinate
Taxable Financing Agreement (the “Subordinate Taxable Financing Agreement”), among the Issuer,
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”), and the Subordinate Trustee, pursuant to which the Issuer will loan the proceeds of the
Subordinate Taxable Bonds (the “Subordinate Taxable Loan”) to the Borrowers for purposes of (a)
refunding the outstanding Subordinate Senior Living Facilities Revenue Refunding Bonds (Christian Care
Retirement Apartments, Inc. Project) Series 2014 (the “Prior Bonds”) heretofore issued for the benefit of the
Borrowers, (b) funding a debt service reserve fund for the Subordinate Taxable Bonds, and (c) paying
certain costs and expenses incidental thereto;
WHEREAS, the Issuer proposes to issue its Subordinate Senior Living Facilities Revenue Bonds
(Christian Care Retirement Apartments, Inc. Project) Tax Exempt Series 2016B (individually, the
“Subordinate Tax Exempt Bonds” and, collectively with the Subordinate Taxable Bonds, the
“Subordinate Bonds”), pursuant to the Subordinate Indenture;
WHEREAS, in furtherance of the purposes of the Act, the Issuer will enter into a Subordinate Tax
Exempt Financing Agreement (individually, the “Subordinate Tax Exempt Financing Agreement” and,
together with the Subordinate Taxable Financing Agreement, the “Subordinate Financing Agreements”),
among the Issuer, the Borrowers, and the Subordinate Trustee, pursuant to which the Issuer will loan the
proceeds of the Subordinate Tax Exempt Bonds (the “Subordinate Tax Exempt Loan”) to the Borrowers,
which proceeds in turn 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 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 at North Sarival Avenue and
south of West Bell Road in Surprise, Arizona, (b) funding a debt service reserve fund for the Subordinate
Tax Exempt Bonds, and (c) paying certain costs and expenses incidental thereto;
Board of Supervisors Resolution (2016 Subordinate Bonds) 7437389_2

WHEREAS, the Subordinate Bonds will be payable from and secured by: (1) a second lien
revenue pledge from the following existing senior living facilities (i) Fellowship Square-Mesa, (ii)
Fellowship Square-Phoenix, and (iii) The Oasis (collectively, the “Existing Projects”), after all payments
required under certain unrelated outstanding senior indebtedness of the Borrowers encumbering the
Existing Projects; (2) debt service reserve funds; and (3) a second lien deed of trust on the Existing
Projects;
WHEREAS, on March 16, 2016, the Issuer resolved (the “Issuer’s Resolution”) to issue the
Subordinate Bonds, the Issuer’s Resolution being conditioned upon, among other things, the granting of
approval to the issuance of the Subordinate 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
Subordinate Bonds, the execution and delivery of the Subordinate Indenture, the Subordinate Financing
Agreements, the Subordinate Deed of Trust, the Subordination Agreement and the Bond Purchase
Agreement (as such terms are defined in the Subordinate Indenture), and such other documents as
required for the issuance of the Subordinate Bonds;
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment
for the Subordinate Bonds are set forth in the Subordinate Indenture and in the form of the Subordinate
Bonds;
WHEREAS, information regarding the issuance of the Subordinate 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 Subordinate Bonds are to be issued require the approval of the Maricopa County Board of Supervisors
for the issuance of the Subordinate Bonds;
WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors
must approve the issuance of the Subordinate Bonds after a public hearing following reasonable public
notice;
WHEREAS, following publication of a Notice of Public Hearing in The Arizona Republic on
March 10, 2016, a public hearing with respect to the Subordinate Bonds and the location and nature of the
Facility to be financed was held by the Issuer, pursuant to Section 147(f) of the Code, on March 24, 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 March 24, 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 Subordinate Bonds pursuant to
(a) Section 35-721.B of the Act, and (b) Section 147(f) of the Code;
Board of Supervisors Resolution (2016 Subordinate Bonds) 2 7437389_2

NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY BOARD OF
SUPERVISORS, as follows:
1. The issuance by the Issuer of the Subordinate Bonds in an aggregate principal amount not
to exceed $20,000,000 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 Subordinate Bonds.
3. The Resolution adopted by the Maricopa County Board of Supervisors on February 3,
2015, relating to the issuance of not to exceed $15,000,000 Junior Senior Living Facility Revenue Bonds
(Christian Care Retirement Apartments, Inc. Project) Series 2016, is hereby superseded in all respects by
this Resolution.
Board of Supervisors Resolution (2016 Subordinate Bonds) 3 7437389_2

ADOPTED AND APPROVED on April __, 2016.
Chairman, Maricopa County Board of Supervisors
ATTEST:
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
Board of Supervisors Resolution (2016 Subordinate Bonds)

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 March 24, 2016,
commencing at 9:00 a.m., MST, in the Maricopa County Administration Building, First Floor Lobby, 301
West Jefferson, Phoenix, Arizona 85003, regarding the Issuer’s Subordinate Senior Living Facilities
Revenue Bonds (Christian Care Retirement Apartments, Inc. Project), Tax Exempt Series 2016B, to be
issued in an aggregate principal amount not to exceed $20,000,000 (the “Bonds”).
The proceeds of the Bonds will be loaned to Christian Care Retirement Apartments, Inc., Christian Care
Mesa, Inc. and Christian Care Assisted Living (Phoenix), Inc. (collectively, the “Borrowers”), each 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 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 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 Facility.
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 Facility 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
7437389_2