VIRGINIA WELLNESS.PDF

RESOLUTION
RESOLUTION OF THE BOARD OF SUPERVISORS OF
MARICOPA COUNTY, ARIZONA APPROVING THE ISSUANCE
BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE
TOWN OF FLORENCE, INC. OF NOT TO EXCEED $5,000,000
PRINCIPAL AMOUNT OF ITS REVENUE BONDS, AT THE
REQUEST OF VIRGINIA WELLNESS, LLC
WHEREAS, The Industrial Development Authority of the Town of Florence, Inc.
(the "Authority") proposes to issue its Revenue Bonds at the request of Virginia Wellness, LLC (the
"Borrower"), in a principal amount not to exceed $5,000,000 (the "Bonds") and to loan the proceeds
from the sale of the Bonds to the Borrower; for the purpose of financing the acquisition, construction
and equipping, as applicable of a wellness center providing behavioral health services, to be located
at 337 East Virginia Avenue, Phoenix, Arizona (the "Project"); and
WHEREAS, the Borrower has requested Maricopa County approve the fuaancing of
the Project, and the issuance of the Bonds, in an amount not to exceed $5,000,000; and
WHEREAS, prior to the issuance of the Bonds, the Borrower and the Authority must
satisfy the public hearing and approval requirements of Section 147(f) of the Internal Revenue Code
of 1986, as amended (the "Code") and the regulations promulgated thereunder (the "Regulations").
Section 147(f) of the Code and the pertinent Regulations require that the "governmental unit having
jurisdiction over the area in which any facility, with respect to which the financing is to be provided
from the net proceeds of such issue, is located" approve the Bonds; and
WHEREAS, Maricopa County is a governmental unit having jurisdiction over the
area of Maricopa County in which the Project will be located and Maricopa County is a
governmental unit which must approve the issuance of the Bonds for the purpose of satisfying the
requirements of Section 147(f) of the Code; and
WHEREAS, this Board is the governing body of Maricopa County and the
individuals who are members of this Board are the highest elected officials of Maricopa County; and
WHEREAS, the Bonds will be special limited obligations of the Authority and will
not be a debt, obligation or liability of Maricopa County; and
WHEREAS, on November 17, 2014, at 9:00 A.M., Shelby Scharbach or her
designee, as an authorized representative of Maricopa County, held and conducted a public hearing
(the "Public Hearing") on behalf of Maricopa County, after reasonable public notice given by
publication in the Record Reporter on October 31, 2014 (a copy of the Notice of Public Hearing
being attached hereto as Exhibit A), for the purposes of satisfying the requirements of Section 147(f)
of the Code; and
WHEREAS, the Borrower has executed and delivered to Maricopa County, an
Indemnification Agreement in a form acceptable to Maricopa County; and
WHEREAS, following the Public Hearing this Board was provided a Report of
Public Hearing which has been reviewed and considered by this Board, such report indicating that no
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persons requested to comment or be heard at the Public Hearing with respect to any aspect of the
Project or the proposed issuance of Bonds to finance any portion of the Project.
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Maricopa
County, Arizona as follows:
1. The holding and conducting of a public hearing on behalf of Maricopa
County on November 17, 2014, pursuant to the Notice of Public Hearing
attached hereto as Exhibit A, is hereby ratified, approved and confirmed.
2. Solely for the purpose of satisfying the requirements of Section 147(1) of the
Code, the issuance of the Bonds by the Authority to provide funds to finance
the Project is approved, subject to the Bonds receiving any required approvals
of the Authority.
3. The Bonds shall not constitute a debt, obligation or liability of Maricopa
County or any political subdivision . of Maricopa County, and neither
Maricopa County or any political subdivision of Maricopa County shall be
obligated for the payment of the Bonds, for the manner or extent to which the
proceeds from the sale of the Bonds are expended or for any aspect of the
acquisition, construction, reconstruction, renovation, or equipping of the
Project,
ADOPTED AND APPROVED this 19111 day of November, 2014.
Chairman, Board of Supervisors
Maricopa County, Arizona
ATTEST:
Clerk, Board of Supervisors
Maricopa County, Arizona
APPROVED AS TO FORK
4' 6 , olYsi
William F. Wilder, Esquire
Ryley Carlock & Applewhite
Counsel for Maricopa County
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Exhibit A
Notice of Public Hearing for Maricopa County, Arizona
Regarding a Plan of
The industrial Development Authority
of the Town of Florence, Inc.
to Finance a Project of Virginia Wellness, LLC
Notice is hereby given that a representative of Maricopa County, Arizona (the "County"), will
hold a public hearing on Monday, November 17, 2014, commencing at 8:30 a.m. (MST) in the first floor
lobby of the County Administration Building, 301 W. Jefferson, 1st Floor, Phoenix, Arizona 85003 for
the purpose of providing an opportunity for interested persons to express their views, orally and in
writing, with respect to a proposed issuance by The Industrial Development Authority of the Town of
Florence, Inc. (the "Issuer") of its tax-exempt Revenue Bonds (Virginia Wellness Project), Series 2014,
in the maximum aggregate principal amount of not to exceed $5,000,000 (the "Bonds") to finance the
costs of (i) acquiring, constructing, and equipping an approximately 38,500 square foot wellness center
providing behavioral health services and related land and facilities to be located at 337 E. Virginia
Avenue, Phoenix, Arizona 85004, Arizona; (ii) funding any required reserve funds related to the Bonds;
and (iii) paying certain issuance expenses related to the Bonds (collectively, the "Pro j ect").
The Project will be owned, operated, and/or managed by Virginia Wellness, LLC, an Arizona
limited liability corporation, whose sole member is Native American Connections, Inc,, an Arizona
nonprofit corporation designated as an organization described in Section 501(0(3) of the Internal
Revenue Code of 1986, as amended (the "Code").
The Bonds will be limited obligations of the Issuer and will not create a general obligation or a
pledge of the faith and credit or the taxing power of the State of Arizona, the County, or the Issuer, or any
agency or political subdivision thereof, The Issuer has no taxing power.
This notice is published pursuant to the requirements of Section 147(0 of the Code.
Any person may appear at the hearing and express his or her views, or may submit his or her
views in writing, regarding the proposed project and/or the issuance of the Bonds. Any written
submission should be sent to Ryley Carlock & Applewhite, One North Central Avenue, Suite 1200,
Phoenix, Arizona 85004, Attention: William F. Wilder, Esq., clearly marked: Revenue Bonds (Virginia
Wellness Project), Series 2014, Written submissions must be mailed or delivered in sufficient time to be
received prior to the public hearing. Anyone desiring to attend the hearing who requires special
accommodations should call William F. Wilder at (602) 440-4802 to request such accommodations,
DATED: October 31, 2014*
MARICOPA COUNTY, ARIZONA
1155194

INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered
into as of effective as of the day of November, 2014, by Virginia Wellness, LLC ("Virginia
Wellness"), for the benefit of the Indemnified Parties (as defined herein),
WHEREAS, Virginia Wellness has requested The Industrial Development
Authority of the Town of Florence, Inc, (the "Authority") issue and sell not to exceed $5,000,000
of the Authority's Revenue Bonds (the "Bonds") and loan the proceeds derived from the sale of
the Bonds to Virginia Wellness to assist it in financing the acquisition, construction and
equipping of a wellness center providing behavioral health services, located at 337 East Virginia
Avenue, Phoenix, Maricopa County, Arizona (the "Project"); and
WHEREAS, Virginia Wellness has requested Maricopa County approve the
financing of the Project, and the issuance of the Bonds, in an amount not to exceed $5,000,000;
and
WHEREAS, prior to the issuance of the Bonds, Virginia Wellness and the
Authority must satisfy the public hearing and approval requirements of Section 147(f) of the
Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated
thereunder (the "Regulations"). Section 147(f) of the Code and the pertinent Regulations require
that the governmental unit having jurisdiction over the area in which any facility, with respect to
which the financing is to be provided from the net proceeds of such issue, is located approve the
issuance of the Bonds; and
WHEREAS, Maricopa County is a governmental unit having jurisdiction over the
area of Maricopa County in which the Project is located and Marieopa County is a governmental
unit which must approve the issuance of the Bonds for the purpose of satisfying the requirements
of Section 147(f) of the Code; and
WHEREAS, the Board of Supervisors of .Marie,opa County is the governing body
of Maricopa County and the individuals who are members of this Board are the highest elected
officials of Maricopa County; and
WHEREAS, Maricopa County as a condition to approving the issuance of the
Bonds for the purpose of satisfying Section 147(f) of the Code, has required that Virginia
Wellness indemnify the Indemnified Parties (as defined herein) in the manner and to the extent
provided herein; and
WHEREAS, the term "Indemnified Parties" shall, for all purposes of this
Agreement, mean Marieopa County, the past, present and future members of the Board of
Supervisors of Maricopa County, and its employees and agents, individually and collectively,
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Virginia Wellness agrees as follows;
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Virginia Wellness hereby covenants and agrees that it shall indemnify and hold
harmless each of the Indemnified Parties from and against any and all claims by or on behalf of
any person arising from any cause whatsoever in connection with this Agreement, the Project or
the sale of the Bonds, or the validity or enforceability of the Bonds or the tax-exempt status of
interest thereon, and all costs, reasonable counsel fees, expenses or liabilities incurred in
connection with any such claim or proceeding brought thereon; except that Virginia Wellness
shall not be required to indemnify any person for damages caused by the negligence or willful
misconduct or breach of contract of such person. In the event that any action or proceeding is
brought against any one or more of the Indemnified Parties with respect to which indemnity may
be sought hereunder, Virginia Wellness, upon written notice from the indemnified party (which
notice shall be given in a timely manner so as not to impair Virginia Wellness's rights to defend),
shall assume the investigation and defense thereof, including the employment of counsel
acceptable to the indemnified party and the payment of all expenses. An indemnified party shall
have the right to employ separate counsel in any such action or proceeding and to participate in
the defense thereof; but, unless such separate counsel is employed with the approval and consent
of Virginia Wellness, or because of a conflict of interest between Virginia Wellness and the
indemnified party, Virginia Wellness shall not be required to pay the fees and expenses of such
separate counsel, Virginia Wellness agrees to execute any additional documents deemed
necessary by an indemnified party to evidence the indemnification provided for in this
Agreement. At the request of Maiicopa County, Virginia Wellness agrees, in addition to the
above indemnification, to pay the reasonable costs and expenses of the County Attorney of
Maricopa County or special counsel engaged to represent Maricopa County in connection with
the action or proceeding giving rise to indemnification.
Virginia Wellness hereby further indemnifies, and agrees to defend and hold
harmless, the Indemnified Parties against any and all losses, claims, damages, liabilities or
expenses whatsoever caused by any untrue or misleading statement, or alleged untrue or
misleading statement, of a material fact contained in any offering or disclosure document relating
to the Bonds ("Disclosure Statement") or the omission or alleged omission of any material fact
of any Disclosure Statement.
Any party entitled to indemnification hereunder shall notify Virginia Wellness of
the existence of any claim, demand, or other matter to which Virginia Wellness's
indemnification obligation applies, and shall give Virginia Wellness a reasonable opportunity to
defend the same at its own expense and with counsel satisfactory to the Indemnified Party;
provided that an indemnified party shall at all times also have the right to fully participate in the
defense, If an indemnified party is advised in an opinion of counsel that there may be legal
defenses available to it which are different from or in addition to those available to Virginia
Wellness or if Virginia Wellness shall, after receiving notice of Virginia Wellness's
indemnification obligation and within a period of time necessary to preserve any and all defenses
to any claim asserted, fails to assume the defense or to employ counsel for that purpose
satisfactory to an indemnified party, the indemnified party shall have the right, but not the
obligation, to undertake the defense of, and to compromise or settle the claim or other matter on
behalf of, for the account of, and at the risk of, Virginia Wellness, Virginia Wellness shall be
responsible for the reasonable counsel fees, costs, and expenses of the indemnified party in
conducting its defense.
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Virginia Wellness's obligations under this Agreement shall survive the payment
and retirement of the Bonds and the termination of the documents under which the Bonds were
authorized,
IN WITNESS WHEREOF, Virginia Wellness has caused this Agreement to be duly
executed as of the date and year first above written,
VIRGINIA WELLNESS, LLC
By:
Its:
3

MARICOPA COUNTY, ARIZONA
REPORT OF PUBLIC EF,ARING WITH RESPECT TO
NOT TO EXCEED $5,000,000
OF
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE TOWN OF FLORENCE, INC. REVENUE BONDS
On Wednesday, November 17, 2014, commencing at approximately 9:00 a.m., in the first floor
lobby, County Administration Building, 301 West Jefferson, Phoenix, Arizona 85003, the undersigned,
on behalf of Maricopa County, Arizona, conducted a Public Hearing pursuant to the requirements of
Section 147(f) of the Internal Revenue Code of 1986, as amended, regarding the proposed issuance by
The Industrial Development Authority of the Town of Florence, Inc. (the "Authority"), of its Revenue
Bonds to be issued for the benefit of Virginia Wellness, LLC (the "Bonds"), in one or more series, in an
aggregate principal amount not to exceed $5,000,000.
A Notice of Public Hearing was published in The Record Reporter on , 2014,
and a copy of the Notice of Public Hearing and an Affidavit of Publication of the Notice of Public
Hearing are attached to this report.
At the time and place set for the Public Hearing, I announced that the Public Hearing was opened
and asked if there were interested persons wishing to comment and be heard with regard to the proposed
issuance by the Authority of the Bonds. No persons appeared at the Public Hearing requesting to
comment or be heard with regard to the matters for which the Public Hearing was conducted. Also, prior
to the Public Hearing I did not receive any written comments or questions regarding the subject matter of
the Public Hearing.
Whereupon, I declared the Public Hearing closed and am submitting this report.
DATED: November 17, 2014.
Shelby L. Scharbach
Authorized Representative of Maricopa County
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CERTIFICATE OF CLERK
OF BOARD OF SUPERVISORS
OF MARICOPA COUNTY, ARIZONA
The undersigned Fran McCarron, Clerk of the Board of Supervisors of Maxicopa County,
Arizona, hereby certifies that attached hereto is a true and correct copy of a Resolution which
was adopted by the Board of Supervisors of Maricopa County, Arizona at a meeting duly and
regularly called and held on November 19, 2014, and I further certify that said Resolution has
not been modified, amended or revoked and is in full force and effect as of the date hereof.
DATED: day of , 2014
Fran McCarroll
Clerk of the Board of Supervisors of
Maricopa County, Arizona
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