CHRISTIAN CARE RETIREMENT 2014 BS RESOLUTION.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 SUBORDINATE
SENIOR LIVING FACILITIES REVENUE REFUNDING BONDS (CHRISTIAN
CARE RETIREMENT APARTMENTS, INC. PROJECT) SERIES 2014, IN ONE
OR MORE TAX-EXEMPT AND/OR TAXABLE SERIES, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $5,000,000
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 Subordinate Senior Living Facilities Revenue
Refunding Bonds (Christian Care Retirement Apartments, Inc. Project) Series 2014 (the “Subordinate
Bonds”), in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed
$5,000,000, for the benefit of 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”);
WHEREAS, the proceeds of the Subordinate Bonds will be loaned by the Issuer to the Borrowers
to, together with other available moneys, (a) refinance the outstanding principal amount of the Issuer’s
Subordinate Senior Living Facilities Revenue Refunding Bonds (Christian Care Retirement Apartments,
Inc. Project) Series 2005B, the proceeds of which were used to (i) refund a portion of The Industrial
Development Authority of the City of Phoenix, Arizona Mortgage Revenue Refunding Bonds (Christian
Care Retirement Apartments, Inc. Project) Series 1995A and Taxable Series 1995B, the proceeds of which
were used to (1) finance 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,
(2) capitalize certain operating reserves, debt service reserve funds and replacement reserve funds, and
(3) pay related costs of issuance; and (ii) refund a portion of the Issuer’s Senior Living Facilities Revenue
Bonds (Christian Care Mesa, Inc. and Christian Care Assisted Living (Phoenix), Inc. Project) Series 1997A
and Taxable Series 1997B, the proceeds of which were used to (1) finance 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, (2) finance 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, (3) capitalize certain operating reserves, debt service reserve funds and replacement
reserve funds, and (4) pay related costs of issuance; (b) fund a debt service reserve fund; and (c) pay the
costs and expenses incidental thereto (collectively, the “Project”), all in accordance with the Act;
WHEREAS, on September 10, 2014, 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;
Board of Supervisors Resolution 4620185_4

WHEREAS, the Issuer’s Resolution authorizes, among other things, the issuance and sale of the
Subordinate Bonds, the execution and delivery of a Subordinate Indenture, and related financing
documents as well as 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, copies of the documents providing for the issuance of the Subordinate Bonds have
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 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 Record Reporter on
July 7, 2014, a public hearing with respect to the Subordinate 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 July 22, 2014, 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 July 22, 2014 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;
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 $5,000,000 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.
Board of Supervisors Resolution 2 4620185_2

ADOPTED AND APPROVED on September 24, 2014.
Chairman, Maricopa County Board of Supervisors
ATTEST:
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
Board of Supervisors Resolution

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 July 22, 2014,
commencing at 9:30 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
Refunding Bonds (Christian Care Retirement Apartments, Inc. Project) Series 2005A issued in the
original principal amount of $30,750,000 (the “Senior Bonds”), and its Subordinate Senior Living
Facilities Revenue Refunding Bonds (Christian Care Retirement Apartments, Inc. Project) Series 2014
(the “Subordinate Bonds”, and together with the Senior Bonds, the “Bonds”), to be issued in an aggregate
principal amount not to exceed $5,000,000, in one or more tax-exempt and/or taxable series.
The proceeds of the Subordinate Bonds will be loaned to Christian Care Retirement Apartments, Inc.,
Christian Care Mesa, Inc. and Christian Care Assisted Living (Phoenix), Inc. (collectively, “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”), to (a) refinance the outstanding principal
amount of the Issuer’s Subordinate Senior Living Facilities Revenue Refunding Bonds (Christian Care
Retirement Apartments, Inc. Project) Series 2005B, the proceeds of which were used to (i) refund a
portion of The Industrial Development Authority of the City of Phoenix, Arizona Mortgage Revenue
Refunding Bonds (Christian Care Retirement Apartments, Inc. Project) Series 1995A and Taxable Series
1995B (the “Series 1995 Bonds”), the proceeds of which were used to (1) finance 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) capitalize certain
operating reserves, debt service reserve funds and replacement reserve funds, and (3) pay related costs of
issuance; and (ii) refund a portion of the Issuer’s Senior Living Facilities Revenue Bonds (Christian Care
Mesa, Inc. and Christian Care Assisted Living (Phoenix), Inc. Project) Series 1997A and Taxable Series
1997B (the “Series 1997 Bonds”), the proceeds of which were used to (1) finance 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”), (2) finance 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, the “Facilities”), (3) capitalize certain operating reserves,
debt service reserve funds and replacement reserve funds, and (4) pay related costs of issuance;
(b) finance and refinance a portion of the acquisition, renovation, improvement, expansion, construction,
equipping and operation of new and existing capital projects located at the Facilities; (c) fund a debt
service reserve fund; (d) fund a working capital reserve fund; and (e) pay the costs and expenses
incidental thereto (collectively, the “Project”).
The proceeds of the Bonds were previously loaned by the Issuer to the Borrowers to (a) refund (1) a
portion of Series 1995 Bonds, the proceeds of which were used to finance the acquisition, construction
and quipping of the Phoenix Facility, and (2) a portion of Series 1997 Bonds, the proceeds of which were
used to finance the acquisition, construction and equipping of the Mesa Facility, and to finance the
acquisition, construction and equipping of the ALP Facility, (b) capitalize certain operating reserves, debt
service reserve funds, replacement reserve funds, and (c) pay related costs of issuance.
The Facilities will continue to be owned and operated by the Borrowers or their 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.
4599815_3

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 Retirement Apartments, 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
4599815_3