CHRISTIAN CARE SURPRISE BS RESOLUTION SUBORDINATE BONDS.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 JUNIOR
SUBORDINATE SENIOR LIVING FACILITIES R,EVENUE BONDS
(CHRISTIAN CARE RETIREMENT APARTMBNTS, INC. PROJECT), SERIES
2016, IN ONE OR MORE TAX-EXEMPT AND/OR TAXABLE SERTES, IN AN
AGGREGATE PRTNCIPAL AMOUNT NOT TO EXCEED $15,000,000
WHEREAS, The Industrial Development Authority of the County of Maricopa (the "Issuer") is a
nonprofìt 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 Junior Subordinate Senior Living Facilities Revenue
Bonds (Christian Care Retirement Apartments, Inc. Project), Series 2016 (the "Junior Bonds"), in one or
more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $15,000,000, for
the benefit of Christian Care Retirement Apartments, Inc., Christian Care Mesa, Inc. and Christian Care
Assisted Living (Phoenix), Inc. (collectively, the"Affiliates"), each an Arizona nonprofit corporation and
an exempt organization described under Section 501(c)(3) of the Intemal Revenue Code of 1986, as
amended (the "Code");
WHEREAS, the proceeds of the Junior Bonds will be loaned to the Affiliates; and will be
simultaneously loaned by the Affiliates to Christian Care Surprise, Inc., an Arizona nonprofit corporation
and an exempt organization described under Section 501(c)(3) of Code (the "Borrower"), and, together
with a the proceeds of other indebtedness incuned by the Bonower, 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 "Facility"), (b)
funding a debt sen¿ice reserve fund for the Junior Bonds, (c) funding capitalized interest, and (d) paying
certain costs and expenses incidental thereto;
WHEREAS, the Facility will be owned by the Bonower and operated by the Boruower and an
affi liated management company;
WHEREAS, the Junior Bonds will be payable from and secured by: (1) a third 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 Affiliates encumbering the Existing
Projects; (2) a debt service reserve fund; and (3) a third lien deed oftrust on the Existing Projects;
WHEREAS, on January 12,2016, the Issuer resolved (the "Issuer's Resolution") to issue the
Junior Bonds, the Issuer's Resolution being conditioned upon, arnong other things, the granting of
approval to the issuance of the Junior 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;
Board ol'Supervisors Resolution (Relirenìent Series 201ó) 7t3ss46:)

\ryHEREAS, the Issuer's Resolution authorizes, among other things, the issuance and sale of the
Junior Bonds, the execution and delivery of the Junior Indenture, the Junior Financing Agreement, the
Junior Deed of Trust, the Fannie Mae Subordination Agreement and the Bond Purchase Agreement (as
such terms are defined in the Junior Indenture), and such other documents as required for the issuance of
the Junior Bonds;
\ryHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment
for the Junior Bonds are set forth in the Junior Indenture and in the form of the Junior Bonds;
WHEREAS, information regarding the issuance of the Junior 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 35-721.8 of the Act, the proceedings of the Issuer under which
the Junior Bonds are to be issued require the approval of the Maricopa County Board of Supervisors for
the issuance of the Junior Bonds;
WHEREAS, pursuant to Section 147(Ð of the Code, the Maricopa County Board of Supervisors
must approve the issuance of the Junior Bonds after a public hearing following reasonable public notice;
WHEREAS, following publication of a Notice of Public Hearing in The Record Reporter on
December 18,2015, a public hearing with respect to the Junior Bonds and the location and nature of the
Facility to be financed was held by the Issuer, pursuant to Section 147(Ð of the Code, on January
12,2016, 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;
\ryHEREAS, a Report of Public Hearing regarding the Public Hearing held on January 12,2016
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 Junior Bonds pursuant to (a) Section 35-721.8 of
the Act, and (b) Section 147(Ð of the Code;
NO\il' THEREF'ORE' BE IT RESOLVED BY THE MARICOPA COUNTY BOARD OF
SUPERVISORS, as follows:
1. The issuance by the Issuer of the Junior Bonds in an aggregate principal amount not to
exceed $15,000,000 is approved for all purposes under the Act and Section 147(Ð 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 Junior Bonds.
3. The Resolution adopted by the Maricopa County Board of Supervisors on September 23,
2015, relating to the issuance of not to exceed $15,000,000 Subordinate Senior Living Facility Revenue
Bonds (Christian Care Surprise, Inc. Project), Series 20158, is hereby superseded in all respects by this
Resolution.
Board ofSupervisors Resolution (Retirement Series 2016) 2 7t35546 3

ADOPTED AND APPROVED on February 3,2016
Chairman, Maricopa County Board of Supervisors
ATTEST:
Clerk, Maricopa Counfy Board of Supervisors
ATTACHMENT: Notice of Public Hearing
Board of Supervisors Resolution (Retirernent Series 20 I 6)

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 January 12,2076,
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 Junior Subordinate Senior Living
Facility Revenue Bonds (Christian Care Retirement Apartments,Inc. Project), Series 2016 (the "Bonds"),
to be issued in an aggregate principal amount not to exceed $15,000,000, in one or more tax-exempt
andlor taxable series.
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 "Affiliates"), 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
Affìliates to Christian Care Surprise, Inc., an Arizona nonprofit corporation and an exempt organization
described under Section 501(c)(3) of Code (the "Bonower"), and, together with a the proceeds of other
indebtedness incurred by the Borrower, will be applied for the purposes of (a) fìnancing a portion of the
cost of acquiring, constructing and equipping a 313-unit senior living facility to be located at Norlh Sarival
Avenue and south of West Bell Road in Surprise, Arizona (the "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 Facility will be owned by the Bonower and operated by the Borrower and an affiliated management
company. The Affiliates will not have any ownership interest in the Facility.
The Bonds will be payable from and secured by: (l) a third 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 cerlain unrelated
outstanding senior indebtedness of the Affiliates encumbering the Existing Projects; (2) a debt service
reserve fund; and (3) a third lien deed of trust on the Existing Projects. The Bonds will not be payable
from or secured by a lien on 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(Ð 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 clo Maricopa County,
1Oth 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
7t35546 3