LETTER TO THE BOARD 0025_001.PDF

A PROFESSIONAL CORPORATION
RYLEYCARLOCK 70 One North Central Avenue, Suite 1200
&APPLEWHITE EARS Phoenix, Arizona 85004-4417
P 602.440.4800 F 602.257.9582
Offices in Arizona & Colorado
www.rcalaw.com
William F. Wilder
Direct Line: 602-440-4802
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
March 1, 2018
To: Board of Supervisors Board of Directors of
Maricopa County, Arizona The Industrial Development Authority
of the County of Maricopa
Re: Not to Exceed $20,000,000 — The Industrial Development Authority of the
County of Maricopa Direct Purchase Revenue Bonds (Marc Community
Resources, Inc. Project), Series 2018
Ladies and Gentlemen:
At the meeting of The Industrial Development Authority of the County of
Maricopa (the "Authority") on March 13, 2018, the Authority Board will be asked to grant
approval to the financing for the Marc Community Resources, Inc. Project and to adopt a
resolution authorizing the issuance and sale of the bonds as described above (the "Bonds"). The
purpose of this letter is to provide a summary review of the proposed transaction.
THE AUTHORITY
The Authority is an Arizona nonprofit corporation, formed with the permission of
Maricopa County and incorporated under and pursuant to the Arizona Industrial Development
Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the "Act"), and the
Authority is designated by law to be a political subdivision of the State of Arizona.
THE APPLICANT/BORROWER
The Applicant/Borrower for financing is Marc Community Resources, Inc.,
formerly known as Marc Center of Mesa, Inc. ("Marc Center"), an Arizona nonprofit corporation
designated as a 501(c)(3) organization under the Internal Revenue Code of 1986, as amended
(the "Code"). Marc Center was established in 1957 to provide educational, therapeutic,
rehabilitation, counseling, residential and social services to children and adults with
developmental, physical and mental disabilities residing in the metropolitan Phoenix area.
4349200.1
02/28/18

Board of Supervisors RYLEY CARLOCK 70
Maricopa County, Arizona (SLAPPLEWHITE YEARS
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
March 1,2018
Page 2
THE PROJECT
In 2009, the Authority issued its bonds to finance capital improvements for
different facilities owned and operated by Marc Center of Mesa, Inc., primarily in the East
Valley portion of Maricopa County.
In 2013, the Authority issued its bonds to (i) refund the outstanding 2009 Bonds;
and (ii) to finance and refinance the acquisition, renovation, improvement, expansion,
construction, equipping and operation of certain new and existing capital projects.
The proposed current financing contemplates the issuance of not to exceed
$20,000,000 of the Authority's Revenue Bonds, which will be purchased in their entirety by
Wells Fargo Bank, National Association, and approximately one-half of the proceeds of which
will be used to (i) refund/refinance the outstanding bonds issued by the Authority in 2013 for the
benefit of Marc Community Resources, Inc., and (ii) approximately one-half of the proceeds of
which will be used to finance the acquisition, renovation, improvement, expansion, construction,
equipping and operation of new and existing capital projects located in different locations within
the greater Phoenix area, to be used for residential living and related capital projects.
NOTIFICATION TO ARIZONA ATTORNEY GENERAL
As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the
Authority will notify the Arizona Attorney General of the Authority's intention to issue the
Bonds.
PUBLIC HEARING
A public hearing pursuant to Section 147(f) of the Internal Revenue Code of
1986, as amended, will be held on March 20, 2018, ahead of the Maricopa County Board of
Supervisors meeting on March 21, 2018, and a Report of Public Hearing will be delivered to the
Maricopa County Board of Supervisors.
ALLOCATION FOR TAX EXEMPT FINANCING
No allocation of the Arizona "volume cap" is required for the transaction since
the Applicant is a nonprofit corporation designated as 501(c)(3) organization under the Code.
FINANCING PARTICIPANTS
The major participants in the financing are as follows:

Board of Supervisors RYLEY CARLOCK 70
Maricopa County, Arizona &APPLEWHITE YEARS
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
March 1, 2018
Page 3
Issuer: The Industrial Development Authority of the County of
Maricopa
Issuer Counsel: Ryley Carlock & Applewhite, a professional corporation
Applicant/Borrower: Marc Community Resources, Inc.
Applicant/Borrower Counsel: Lewis Roca Rothgerber Christie, LLP
Bond Counsel: Lewis Roca Rothgerber Christie, LLP
Bond Trustee: Wells Fargo Bank, National Association
Bond Purchaser: Wells Fargo Bank, National Association
Bond Purchaser Counsel: Kutak Rock LLP
PRINCIPAL FINANCING DOCUMENTS
Document Parties
Indenture of Trust Issuer and Trustee
Loan Agreement Issuer and Borrower
Tax Certificate and Agreement Issuer and Borrower
One or more Deeds of Trust, Security Agreements, Borrower
Assignments of Rents and Leases and Fixture Filings
PLAN OF FINANCING
The Bonds will initially be issued in a principal amount, not to exceed
$20,000,000, to be determined by agreement of the Borrower and the Bond Purchaser.
The Bonds will be purchased by Wells Fargo Bank, National Association, or an
affiliated entity, for its own investment and account and not with a view toward resale or
distribution and the Bonds will be subject to specific restrictions on transfer and the Bond
Purchaser will execute an agreed upon form of Investor Letter.

Board of Supervisors RYLEYCARLOCK 70
Maricopa County, Arizona &APPLEWHITE YEARS
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
March 1, 2018
Page 4
The Bonds will be issued under and pursuant to the Indenture of Trust and the
Bond proceeds will be loaned to the Borrower under the terms of the Loan Agreement. The
obligations of the Borrower to make periodic loan repayments, in an amount sufficient to pay
interest and principal on the Bonds, when due, will be secured by one or more Deeds of Trust,
Security Agreements, Assignments of Rents and Leases and Fixture Filings.
The Bond proceeds will be disbursed by Wells Fargo Bank, National Association
to the Borrower based upon an agreed upon disbursement schedule, as work regarding the
Project progresses.
Since this financing is basically structured as a tax exempt bank loan, the Bonds
will not be rated.
AUTHORITY APPROVAL
At the Authority Board meeting on March 13, 2018, the Authority Board will be
asked by the Applicant/Borrower to grant approval for financing and to adopt a resolution
authorizing the issuance sale of the Bonds.
BOARD OF SUPERVISORS APPROVAL
If the Authority Board acts to grant approval for the financing and to adopt a
resolution authorizing and approving the issuance and sale of the Bonds, the Maricopa County
Board of Supervisors will be requested, at its meeting on March 21, 2018, to act as required by
law to adopt a resolution approving the proceedings of the Authority for the issuance of the
Bonds.
NO LIABILITY ON THE COUNTY OF MARICOPA
Under the provisions of the Act, specifically A.R.S. § 35-742, Maricopa
County is not in any event liable for the performance by the Authority of any pledge,
mortgage, obligation or agreement of any kind undertaken by the Authority or any of its
agreements or obligations shall not be construed to constitute an indebtedness of Maricopa
County within the meaning of any constitution or statutory provision.
TRANSACTION CLOSING
If the required approvals of the Authority Board and the Maricopa County Board
of Supervisors are received, it is currently anticipated that the Bonds will be issued in late March
or early April, 2018.

Board of Supervisors RYLEYCARLOCK 70
Maricopa County, Arizona &APPLEWHITE YEARS
Board of Directors
of The Industrial Development Authority
of the County of Maricopa
March 1, 2018
Page 5
LEGAL COUNSEL RECOMMENDATION
As counsel to the Authority, we have reviewed drafts of principal financing
documents, we have been advised that these documents are now in substantially final form, and
based upon our review of such and our review of the proceedings of the Authority to date
relating to the proposed issuance of the Bonds, we believe the financing documents and
proceedings are in substantial conformance with the policies and guidelines of the Authority and
are in both form and substance acceptable for the Authority Board and Maricopa County Board
of Supervisors to act upon and that the Resolution presented to the Authority Board relating to
authorizing the issuance and sale of the Bonds, and related matters, and the Resolution of the
Maricopa County Board of Supervisors will be asked to adopt are in form and substance
acceptable for the adoption.
Ryley, Carlock & Applewhite
By: William F. Wilder