RESOLUTION RE CHRISTIAN CARE REFUNDING 2014.DOC
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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 FACILITIES REVENUE REFUNDING BONDS (CHRISTIAN CARE MESA II, INC. PROJECT) SERIES 2014, IN ONE OR MORE TAX-EXEMPT AND/OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $26,000,000 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 Facilities Revenue Refunding Bonds (Christian Care Mesa II, Inc. Project) Series 2014 (the “Bonds”), in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $26,000,000, for the benefit of Christian Care Mesa II, 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) refinance (i) the outstanding principal amount of the Issuer’s Senior Living Facility Revenue Bonds (Christian Care Mesa II, Inc. Project) Series 2004A, the proceeds of which were used to, among other things, finance the cost of acquiring, rehabilitating and equipping a 415- unit senior living facility located at 35 West Brown Road in Mesa, Arizona, known as Fellowship Square-Brown & Center (the “Facility”); and (ii) a portion of the outstanding principal amount of an existing seller carryback loan incurred in connection with the acquisition of the Facility; (b) fund (i) a debt service reserve fund and (ii) a capital and maintenance fund; and (c) pay the costs and expenses incidental thereto (collectively, the ”Project”), all in accordance with the Act; WHEREAS, on December 10, 2013, 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 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 Loan Agreement, the Deed of Trust, the Regulatory Agreement, the Bond Purchase Agreement and the Preliminary Official Statement (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, copies of the documents providing for the issuance of the Bonds have been made available to the Maricopa County Board of Supervisors, together with the Issuer’s Resolution; Board of Supervisors Resolution BOARD OF SUPERVISORS RESOLUTION - CHRISTIAN CARE MESA II 2014 V5 (2) 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 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 Arizona Republic on December 17, 2013, 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 January 3, 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 January 3, 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 Bonds pursuant to (i) Section 35-721.B of the Act, and (ii) 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 $26,000,000 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 provisions of this Resolution shall be in full force and effect from and after its passage as provided by law, and the Resolution adopted by the Maricopa County Board of Supervisors in connection herewith on December 11, 2013 is hereby superseded. [Remainder of Page Intentionally Left Blank] Board of Supervisors Resolution BOARD OF SUPERVISORS RESOLUTION - CHRISTIAN CARE MESA II 2014 V5 (2) ADOPTED AND APPROVED on January __, 2014. Chairman, Maricopa County Board of Supervisors ATTEST: Clerk, Maricopa County Board of Supervisors ATTACHMENT: Notice of Public Hearing Board of Supervisors Resolution BOARD OF SUPERVISORS RESOLUTION - CHRISTIAN CARE MESA II 2014 V5 (2) 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 “Authority”) on Friday, January 3, 2014, commencing at 9:00 a.m., MST, in the Maricopa County Administration Building, First Floor Lobby, 301 West Jefferson, Phoenix, Arizona 85003, regarding the proposed issuance by the Authority of its Revenue Refunding Bonds (Christian Care Mesa II, Inc. Project) Series 2014 (the “Bonds”), in one or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $26,000,000. The proceeds of the Bonds will be loaned to Christian Care Mesa II, 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”), to, together with other available moneys, (a) refinance (i) the outstanding principal amount of the Authority’s Senior Living Facility Revenue Bonds (Christian Care Mesa II, Inc. Project) Series 2004A, the proceeds of which were used to, among other things, finance the cost of acquiring, rehabilitating and equipping a 415-unit senior living facility located at 35 West Brown Road in Mesa, Arizona, known as Fellowship Square-Brown & Center (the “Facility”); and (ii) a portion of the outstanding principal amount of an existing seller carryback loan incurred in connection with the acquisition of the Facility; (b) fund (i) a debt service reserve fund and (ii) a capital and maintenance fund; and (c) pay the costs and expenses incidental thereto. The Facility will continue to 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 Authority, 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 Mesa II, 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 Board of Supervisors Resolution BOARD OF SUPERVISORS RESOLUTION - CHRISTIAN CARE MESA II 2014 V5 (2)