County of Westchester

Local Development Corporation

Agenda

Wednesday, January 5, 2022

3:00 PM

Bleakley Conference Room 148

Martine Avenue, Bleakley

Conference Room A , White Plains,

NY 10601

NOTICE OF PUBLIC HEARING

NOTICE IS HEREBY GIVEN that a public hearing pursuant to Section 147(f) of the Internal

Revenue Code of 1986, as amended (the “Code”), will be held by the Westchester County

Local Development Corporation (the “Issuer”) on the 5th day of January, 2022 at 3:00 p.m.,

local time, both (i) in person at 148 Martine Avenue, Michaelian Office Building, Bleakley

Conference Room A, White Plains, New York 10601 and (ii) by teleconference as more fully

detailed below, in connection with the following matters:

Pursuant to Revenue Procedure 2020-21, as amended by Revenue Procedure 2020-49, as

amended by Revenue Procedure 2021-39, a teleconference hearing accessible to the

residents of the approving governmental unit by calling a toll-free number is treated as held in

a location that, based on the facts and circumstances, is convenient for residents of the

approving governmental unit for purposes of the public hearing requirement in Section 147(f)

of the Code and the Treasury Regulations promulgated thereunder provided that the

teleconference is held between May 4, 2020 and March 31, 2022. Directions for accessing the

public hearing by toll-free telephone or video conference are provided below.

Kendal on Hudson, a duly organized and validly existing New York not-for-profit corporation

and an organization exempt from federal income taxation pursuant to Section 501(a) of the

Internal Revenue Code of 1986, as amended (the “Code”), as an organization that is

described in Section 501(c)(3) of the Code, having an office at 1010 Kendal Way, Sleepy

Hollow, New York 10591 (the “Institution”), has applied to the Westchester County Local

Development Corporation (the “Issuer”), to issue one or more series of tax-exempt bonds as

part of a plan of finance and refinance, presently expected to include its Revenue Refunding

Bonds, Series 2022A (Kendal on Hudson Project), as qualified 501(c)(3) bonds under Section

145 of the Code (the “Series 2022A Bonds”) and its Revenue Refunding Bonds, Series 2022B

(Kendal on Hudson Project) (Forward Delivery), as qualified 501(c)(3) bonds under Section

145 of the Code (the “Series 2022B Bonds” and together with the Series 2022A Bonds, the

“Series 2022 Bonds”). The aggregate principal amount of the Series 2022 Bonds is presently

estimated to be approximately $61,000,000, but will not exceed $75,000,000. The proceeds of

the Series 2022 Bonds will be used by the Institution to finance and refinance the costs of the

Project (as defined below), which will consist of: (A) the refunding of the $64,330,000

Westchester County Local Development Corporation Revenue Refunding Bonds (Kendal on

Hudson Project – Series 2013), of which approximately $45,000,000 is currently outstanding

(the “Series 2013 Bonds”), the proceeds of which were used for: (i) the refinancing of the

Continuing Care Retirement Community Fixed Rate Mortgage Revenue Bonds (Kendal on

Hudson Project - Series 2003A) (the “Series 2003A Bonds”) issued by the County of

Westchester Industrial Development Agency (the “IDA”), in the original aggregate principal

amount of $65,070,000, approximately $21,465,000 of which were outstanding and the

Continuing Care Retirement Community Adjustable Rate Mortgage Revenue Bonds (Kendal

on Hudson Project - Series 2003B) (the “Series 2003B Bonds”; and, together with the Series

2003A Bonds, the “Series 2003 Bonds”) issued by the IDA in the original aggregate principal

amount of $7,000,000, approximately $6,425,000 of which were outstanding, the proceeds of

which Series 2003 Bonds were used to fund a portion of the cost of the acquisition,

construction and equipping of the continuing care retirement community known as “Kendal on

Hudson” and related structures, and the acquisition and installation of machinery and

equipment in connection therewith (the “Original Facility”), all for the establishment of a

continuing care retirement community owned and operated by the Institution for the benefit of

eligible senior citizens, which then consisted of 222 independent living units, 24 enriched

housing units, 42 skilled nursing facility beds, common areas and related infrastructure such

as roads, sewers, utilities, parking lots, drainage areas, ponds and maintenance facilities

located on leased premises, consisting of 21 acres and with an address of 1010 Kendal Way

in the Village of Sleepy Hollow, Town of Mount Pleasant, Westchester County, New York (the

“Land”); and (ii) the refinancing of the Continuing Care Retirement Community Adjustable

Rate Mortgage Revenue Bonds (Kendal on Hudson Project – Series 2007) issued by the IDA

in the original aggregate principal amount of $41,350,000 (the “Series 2007 Bonds”),

approximately $40,710,000 of which Series 2007 Bonds were outstanding and the proceeds

of which were originally used to refinance a portion of the Series 2003A Bonds; and (iii) the

paying of all or a portion of the costs incidental to the issuance of the Series 2013 Bonds,

including issuance costs of the Series 2013 Bonds, capitalized interest, if required, and any

reserve funds necessary to secure the Series 2013 Bonds; (B) the refunding of the

$18,000,000 Westchester County Local Development Corporation Revenue Bonds (Kendal

on Hudson Project – Series 2014) of which approximately $16,000,000 is currently

outstanding (the “Series 2014 Bonds”), the proceeds of which were used for: (i) the financing

of the costs of the renovation, construction, and equipping of the Original Facility, including,

but not limited to, the renovation thereof, which renovation included the reconfiguration of the

existing health center and the construction of six additional health center units, and the

acquisition and installation of machinery and equipment in connection therewith, all for the

continued operation of an approximately 500,000 square foot (as renovated) continuing care

retirement community owned and operated by the Institution for the benefit of eligible senior

citizens (the “Series 2014 Facility”; and together with the Original Facility, the “Facility”); and

(ii) the paying of all or a portion of the costs incidental to the issuance of the Series 2014

Bonds, including issuance costs of the Series 2014 Bonds, capitalized interest, if required,

and any reserve funds necessary to secure the Series 2014 Bonds; and (C) paying of all or a

portion of the costs incidental to the issuance of the Series 2022 Bonds, including issuance

costs of the Series 2022 Bonds, capitalized interest and any reserve funds as may be

necessary to secure the Series 2022 Bonds (collectively, the “Project”).

The proceeds of the Series 2022 Bonds will be loaned by the Issuer to the Institution pursuant

to the terms of one or more Loan Agreements between the Issuer and the Institution to pay

the costs of the Project. The Series 2022 Bonds will be special obligations of the Issuer

payable solely from loan payments made by the Institution to the Issuer pursuant to the Loan

Agreements and certain other assets of the Institution pledged to the repayment of the Series

2022 Bonds. The Series 2022 Bonds shall not be a debt of the State of New York, or any

political subdivision thereof, including Westchester County, and neither the State of New York,

nor any political subdivision thereof, including Westchester County, shall be liable thereon.

The Issuer will, in addition to having interested parties participate in the hearing in person as

set forth above, simultaneously allow interested parties to attend the hearing remotely by

telephone conference call and video conference. Interested members of the public are invited

to participate by conference call for the public hearing by dialing 1-844-621-3956 (Toll Free)

and entering the following password: 2428 417 6815; or by video conference by accessing the

following web address https://westchestergov.webex.com/westchestergov/onstage/g.php?

MTID=eb654e5be6c290dc8409d582937a4143b and entering the following passcode:

Kohph2022 . In order to facilitate registration of participants, it is requested that members of

the public call the above telephone number or join the video conference no later than five

minutes before start time of the hearing. If a member of the public is having difficulty

accessing the telephone conference call or video conference, they should contact Corazon

Pineda at 914-995-2936 for assistance. Persons desiring to make a brief statement during the

conference call regarding the proposed transactions should give prior notice to the Issuer by

contacting the Westchester County Local Development Corporation no later than 5 p.m. the

day before the hearing. Such notice of intention to make a brief statement and any written

comments may be submitted to the Issuer at the following email addresses:

CQPQ@westchestergov.com

For those members of the public desiring to review the application for financial assistance

before the date of the hearing, copies of these materials are available at

https://www.westchestercatalyst.com starting on or about December 28, 2021 at 10:00 a.m.

A representative of the Issuer will, at the above-stated time and place, hear and accept written

comments from all persons with views in favor of or opposed to either the issuance of the

Series 2022 Bonds, the granting of other financial assistance contemplated by the Issuer or

the location or nature of the Project. At the hearing, all persons will have the opportunity to

review the application for financial assistance filed by the Institution with the Issuer, and an

analysis of the costs and benefits of the proposed financing and refinancing. All individuals

must wear a face mask for the duration of their attendance at the public hearing.

Minutes of the hearing will be made available to the County Executive of the County of

Westchester. Approval of the issuance of the Series 2022 Bonds by the County Executive of

the County of Westchester is necessary in order for the interest on the Series 2022 Bonds to

be excluded from gross income for federal income tax purposes.

Dated: December 27, 2021

WESTCHESTER COUNTY LOCAL

DEVELOPMENT CORPORATION

By: Corazon Pineda

Title: Secretary