BOND RESOLUTION.PDF

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A PROFESSIONAL CORPORATION
RYLEYCARLOCK One North Central Avenue, Suite 1200
SLAPPLEWHITE Phoenix, Arizona 85004-4417
Attorneys P 602.440.4800 F 602.257.9582
Offices in Arizona & Colorado
William F. Wilder www.rcalaw.com
Direct Line: 602-440-4802
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
April 19, 2016
HAND DELIVERED
Ms. Fran McCarroll
Clerk of the Board of Supervisors
Maricopa County
301 West Jefferson Street, 10 th Floor
Phoenix, Arizona 85003
Re: The Industrial Development Authority of the County of Maricopa Mortgage
Revenue Bonds (Mariposa Point of Mesa Project), Series 2016 in an amount not
to exceed $17,000,000
Dear Ms. McCarroll:
On behalf of The Industrial Development Authority of the County of Maricopa (the
"Maricopa IDA"), we have heretofore requested to be on the Board of Supervisors' Agenda for the
meeting on May 4, 2016, for the purpose of requesting the Board of Supervisors adopt a Resolution, a
copy of which has heretofore been provided to you, approving the proceedings of the Maricopa IDA
taken on April 12, 2016, for the issuance of the above-referenced bonds.
Enclosed for the records of Maricopa County is a copy of the Maricopa IDA approving
resolution adopted April 12, 2016.
A public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as
amended, will be conducted by a representative of the Maricopa IDA on April 28, 2016, and a Report of
Public Hearing will be filed with you prior to the May 4, 2016 Board of Supervisors' meeting.
Delivered herewith are envelopes marked with the names of each of the five Supervisors
which contain a letter from me (with a copy enclosed herewith for you), as well as a copy of my report
letter to the Maricopa IDA Board, dated April 7, 2016 (with a copy enclosed herewith for you), and I
respectfully request you distribute each envelope to the appropriate Supervisor.
If or to the extent you have any questions, please let me know.
Yours very truly,
kJ 6
William F. Wilder
Enclosures
cc: Ms. Shelby Scharbach, Executive Director, w/enc.
Michelle Wood, Esq.
3987714.1
04/19/16

A RESOLUTION OF THE MARICOPA COUNTY BOARD OF
SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF
ITS FIRST MORTGAGE REVENUE BONDS (MARIPOSA POINT OF
MESA PROJECT) SERIES 2016, IN ONE OR MORE TAX-EXEMPT
AND/OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $17,000,000
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 First Mortgage Revenue Bonds (Mariposa
Point of Mesa Project) Series 2016 (the "Bonds"), in one or more tax-exempt and/or taxable
series, in an aggregate principal amount not to exceed $17,000,000, for the benefit of Mesa AL
Partners, LP, a Texas limited partnership or one of its affiliates (the "Borrower");
WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower to,
together with other available moneys, (a) finance the acquisition, construction, improvement and
equipping of an assisted living and memory care facility, consisting of approximately 49 assisted
living units and approximately 30 memory care units, to be located at 1248 South Crismon Road
in Mesa, Arizona, and known as Mariposa Point of Mesa or similar name (the "Facility"); (b)
fund a reserve fund with respect to the Bonds; (c) pay capitalized interest on a portion of the
Bonds; (d) fund a working capital fund, and (e) pay the costs incurred in connection with the
authorization, issuance and sale of the Bonds (collectively, the "Project");
WHEREAS, on April 12, 2016, the Issuer approved a resolution (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 Issuer's 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 an indenture, and related financing documents,
as well as 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

WHEREAS, the Maricopa County Board of Supervisors have been informed that the
documents have been reviewed by competent Bond Counsel, Greenberg Traurig, LLP, and Bond
Counsel has determined that the documents adequately meet the requirements of the Act and the
Internal Revenue Code of 1986 (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 Record
Reporter on April 13, 2016, 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 April 28, 2016, 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 April 28,
2016 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
(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 Bonds in an aggregate principal amount not to
exceed $17,000,000 is approved for all purposes under the Act, including specifically Section
35-721.B, 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.
Board of Supervisors Resolution 2

ADOPTED AND APPROVED on May 4, 2016.
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 April 28, 2016, commencing at 9:00 a.m., MST, in the Maricopa County Administration
Building, First Floor Lobby, 301 West Jefferson, Phoenix, Arizona 85003, regarding the Issuer's
First Mortgage Revenue Bonds (Mariposa Point of Mesa Project) Series 2016 (the "Bonds") to
be issued in an aggregate principal amount not to exceed $17,000,000, in one or more
tax-exempt and/or taxable series.
The proceeds of the Bonds will be used to make a loan to Mesa AL Partners, LP, a Texas
limited partnership or one of its affiliates (the "Borrower"), to (a) finance the acquisition,
construction, improvement and equipping of an assisted living and memory care facility,
consisting of approximately 49 assisted living units and approximately 30 memory care units in
an approximately 63,000 square feet, one-story facility, to be located at 1248 South Crismon
Road in Mesa, Arizona, and known as Mariposa Point of Mesa or similar name (the "Project");
(b) fund a reserve fund with respect to the Bonds; (c) pay capitalized interest on a portion of the
Bonds; (d) fund a working capital fund, and (e) pay the costs incurred in connection with the
authorization, issuance and sale of the Bonds.
The Borrower or its affiliates, successors or assigns will own and operate the Project.
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.
This public notice is published pursuant to the requirements of Section 147(f) of the
Internal Revenue Code of 1986. 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: "Mariposa Point of Mesa."
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
PHX 331693358v4
Board of Supervisors Resolution

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF
MARICOPA AUTHORIZING THE ISSUANCE AND SALE OF ITS FIRST
MORTGAGE REVENUE BONDS (MARIPOSA POINT OF MESA
PROJECT) SERIES 2016, IN ONE OR MORE TAX-EXEMPT AND/OR
TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $17,000,000, AND RELATED MATTERS
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
(the "State") incorporated with the approval of Maricopa County, Arizona (the "County"),
pursuant to the provisions of the Constitution of the State and under the Industrial Development
Financing Act, A.R.S. § 35-701 et seq. (the "Act");
WHEREAS, the Issuer is authorized and empowered, among other things, (a) to issue
tax-exempt and taxable revenue bonds and use the proceeds thereof in accordance with the Act,
(b) to contract with and employ others to provide for and to pay compensation for professional
services and other services as the Issuer shall deem necessary for the financing of "projects" as
defined in the Act, and (c) to pledge its property and revenues to secure the payment of the
principal of and premium, if any, and interest on its tax-exempt and taxable revenue bonds;
WHEREAS, Mesa AL Partners, LP, a Texas limited partnership or one of its affiliates
(the "Borrower"), has requested that the Issuer issue its First Mortgage Revenue Bonds
(Mariposa Point of Mesa Project) Series 2016 (the "Bonds"), in one or more tax-exempt and/or
taxable series, in an aggregate principal amount not to exceed $17,000,000, and loan the
proceeds thereof to the Borrower to, together with other available moneys, (a) finance the
acquisition, construction, improvement and equipping of an assisted living and memory care
facility, consisting of approximately 49 assisted living units and approximately 30 memory care
units, to be located at 1248 South Crismon Road in Mesa, Arizona, and known as Mariposa Point
of Mesa or similar name (the "Facility"); (b) fund a reserve fund with respect to the Bonds; (c)
pay capitalized interest on a portion of the Bonds; (d) fund a working capital fund, and (e) pay
the costs incurred in connection with the authorization, issuance and sale of the Bonds
(collectively, the "Project");
WHEREAS, the Bonds will be issued pursuant to an Indenture of Trust, to be dated as of
the first day of the month in which the Bonds are issued (the "Indenture"), between the Issuer
and Wilmington Trust, National Association, as trustee (the "Trustee"), and the proceeds of the
Bonds will be used to make a loan to the Borrower pursuant to a Loan Agreement, to be dated as
of the first day of the month in which the Bonds are issued (the "Loan Agreement"), between the
Issuer and the Borrower;
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of
payment for the Bonds are set forth in the Indenture and in the foul's of the Bonds;
WHEREAS, the Bonds will be payable from the Trust Estate (as defined in the
Indenture), which will include, among other things, (a) payments of principal of and interest on
the Promissory Note to be executed by the Borrower (the "Promissory Note"), which will be
secured by a first priority lien on and pledge of the Gross Revenues (as defined in the Loan
Bond Resolution

Agreement) of the Borrower, (b) a Deed of Trust, Security Agreement, Assignment of Rents Bonds and are
Leases, and Fixture Filing, to be dated as of the first day of the month in which the lien on
issued (the "Deed of Trust"), to be executed by the Borrower and granting a by first the priority Trustee, all of
the Facilities, and (c) certain funds established under the Indenture and held
which will be assigned to, or entered into with, the Trustee; and;
WHEREAS, the Issuer, the Borrower and the Trustee will enter into a Regulatory
Agreement and Declaration of Restrictive Covenants requiring certain low- and moderate-
income set-asides at the Facility (the "Regulatory Agreement");
WHEREAS, the Bonds will be sold in a limited offering to one or more "accredited
investors" or "qualified institutional buyers" by Piper Jafffay & Co., as underwriter (the
"Underwriter") pursuant to a Bond Purchase Agreement or placement agreement (the "Bond
Purchase Agreement"), upon the proposed terms and conditions set forth in the Bond Purchase
Agreement from the Underwriter, to be accepted and approved by the Issuer and the Borrower;
WHEREAS, there have been prepared and presented to the Board of Directors of the
Issuer substantially final forms of the following documents which the Issuer proposes to forms approve, of
authorize or enter into (collectively, the "Documents"): (a) the Indenture of Trust; (including (d) the Regulatory
Bonds attached thereto); (b) the Loan Agreement; (c) the Deed Offering Memorandum to be
Agreement; (e) the Bond Purchase Agreement; and (f) the Limited Memorandum");
circulated in connection with the sale of the Bonds (the "Limited Offering
WHEREAS, the issuance of the Bonds by the Issuer and the loan of the proceeds of the
Bonds to the Borrower to -finance the Project will be in the furtherance of the purposes of the Act
and the Issuer, and in the public interest; and
WHEREAS, it appears that each of the instruments above referred to as now before this
meeting is in appropriate form to be approved for the purposes intended or approved;
NOW, THEREFORE, BE IT RESOLVED, by The Industrial Development Authority
of the County of Maricopa, as follows:
Section 1. The Issuer finds and determines: (a) the Project constitutes a "project" as
defined in the Act; and (b) the issuance of the Bonds and the making of the Loan to the Borrower and the
for the purposes of financing the Project are in furtherance of the purposes of the Act
Issuer, is in the public interest, and will provide a benefit within the State.
Section 2. Subject to and conditioned upon the satisfaction of the conditions listed in
Section 15, the Issuer hereby finds and determines that the issuance of the Bonds as provided in
the Indenture will promote the purposes of the Act and is hereby approved and authorized.
Section 3. The issuance and sale of the Bonds in the aggregate principal amount of
not to exceed $17,000,000 are hereby authorized and approved as revenue bonds to be
designated "The Industrial Development Authority of the County of Maricopa First Mortgage
Revenue Bonds (Mariposa Point of Mesa Project) Series 2016," in one or more series or
subseries from time to time, as tax-exempt and/or taxable debt. The maximum aggregate The Bonds
principal amount of the Bonds authorized by this Resolution shall be $17,000,000.
Bond Resolution 2

shall be dated, be in fully registered foim, and be transferable as provided in the Indenture interest (as at
executed and delivered by and on behalf of the Issuer). The Bonds shall mature, amounts bear set forth
such rate or rates and shall be subject to the redemption at the times and at the not mature later than
in the Indenture (as executed and delivered), provided that the bear Bonds interest shall from the date thereof at
forty (40) years from the date of issuance. The Bonds with shall the Indenture, such rates not to exceed
the rate calculated from time to time such in accordance times as provided in the Indenture (as executed and
ten percent Principal (10%) and of payable and premium, at if any, on the Bonds shall be payable at the designated
principal delivered). corporate trust office of the Trustee or its successor in trust, and interest thereon shall
be payable to each owner of any Bonds as otherwise provided in the Indenture.
Section 4. The forms, terms and provisions of the Bonds, in the form contained in the
Indenture, subject to appropriate insertion and revision in order to comply with the provisions of
the Indenture, are hereby approved and, when the same are executed on behalf of the Issuer in
the manner contemplated by the Indenture and this Resolution shall represent the with approved the manual form or
of Bonds of the Issuer. The Bonds shall be executed in the name of the facsimile Issuer signature of the
facsimile signature of its President and attested with President the manual or any or other officer of the Issuer
Secretary, all as provided in the Indenture, and and attested, the to be delivered to the Trustee for
shall cause the Bonds, as so executed
authentication.
Section 5. The form, terms and provisions of the Indenture (including exhibits and
appendices thereto) are in all respects approved, and any Director of the Issuer or the Executive
Director of the Issuer (each an "Authorized Officer") is hereby authorized, on behalf of empowered the Issuer and and
directed to execute, attest and deliver the Indenture in the name Trustee. and The Indenture is to be in
thereupon to cause the Indenture to be delivered meeting to the and hereby approved, or with such
substantially the form now before the Issuer by the at officers this of the Issuer executing the same, their
changes therein as shall be approved conclusive evidence of their approval of any and all changes or
execution therein thereof to from constitute the foun of Indenture now before this meeting. From and after the
revisions execution and delivery of the Indenture, the officers, Executive Director, agents and employees
of the Issuer are hereby authorized, empowered and directed to do all such acts and things and out to
execute all such other documents, instruments and certificates as may be necessary to carry
and comply with the provisions of the Indenture (as executed and delivered).
Section 6. The form, temis and provisions of the Loan Agreement (including is exhibits hereby
and appendices thereto) are in all respects approved, and any Authorized Loan Officer Agreement in the
authorized, empowered and directed to execute, attest and deliver Loan Agreement the to be delivered to
name and on behalf of the Issuer and thereupon substantially to cause the the form now before the Issuer at this
the Trustee. The Loan Agreement is to with be in such changes therein as shall be approved by the
meeting and Officers hereby of approved, the Issuer or executing the same, their execution thereof to constitute
Authorized conclusive evidence of their approval of any and all changes or revisions therein from the foal!
of Loan Agreement now before this meeting. From and after the execution and delivery of the
Loan Agreement, the officers, Executive Director, agents and employees of the Issuer are hereby
authorized, empowered and directed to do all such acts and things and to execute all such other
Bond Resolution 3

documents, instruments and certificates as may be necessary to carry out and comply with the
provisions of the Loan Agreement (as executed and delivered).
Section 7. The fonn, terms and provisions of the Deed of Trust (including exhibits
and appendices thereto) are in all respects approved. The Deed of Trust shall be in substantially
the form now before the Issuer at this meeting and hereby approved, or with such changes
therein as shall be approved by legal counsel to the Issuer. From and after the execution and
delivery of the Deed of Trust, the officers, Executive Director, agents and employees and of the to
Issuer are hereby authorized, empowered and directed to do all such acts and things
execute all such other documents, instruments and certificates as may be necessary to carry out
and comply with the provisions of the Deed of Trust (as executed and delivered).
Section 8. The faun, terms and provisions of the Regulatory Agreement (including Officer is
exhibits and appendices thereto) are in all respects approved, and any Authorized
hereby authorized, empowered and directed to execute, attest and deliver the Regulatory
Agreement in the name and on behalf of the Issuer and thereupon to cause the Regulatory
Agreement to be delivered to the Trustee. The Regulatory Agreement is to be in substantially
the form now before the Issuer at this meeting and hereby approved; or with such changes their
therein as shall be approved by the Authorized Officers of the Issuer exeOuting the same, changes or
execution thereof to constitute conclusive evidence of their approval of any and all
revisions therein from the form of Regulatory Agreement now before this meeting. From and
after the execution and delivery of the Regulatory Agreement, the officers, Executive Director,
agents and employees of the Issuer are hereby authorized, empowered and directed to do all such
acts and things and to execute all such other documents, instruments and certificates as may be
necessary to carry out and comply with the provisions of the Regulatory Agreement (as executed
and delivered).
Section 9. The sale of the Bonds in the aggregate principal amount of not to exceed
$17,000,000 to the Underwriter, the exact principal amount of each series of the Bonds to appear
in the Bond Purchase Agreement (as executed and delivered), and maturing, bearing interest and is
being subject to prior redemption as provided in the Indenture (as executed and delivered)
hereby authorized and approved. The form, terms and provisions of the Bond Purchase
Agreement are in all respects approved, and any Authorized Officer is hereby authorized, name and
empowered and directed to execute and deliver the Bond Purchase Agreement in the
on behalf of the Issuer. The Bond Purchase Agreement is to be in substantially the form now
before the Issuer at this meeting and hereby approved, or with such changes or revisions therein
from the form of Bond Purchase Agreement now before this meeting as shall be required by
legal counsel to the Issuer. From and after the execution and delivery of the Bond Purchase
Agreement, the officers, Executive Director, agents and employees of the Issuer are hereby
authorized, empowered and directed to do all such acts and things and to execute all such other
documents, instruments and certificates as may be necessary to carry out and comply with the
provisions of the Bond Purchase Agreement (as executed and delivered).
Section 10. The lawful use and distribution of the Limited Offering Memorandum
relating to the original issuance of the Bonds and any amendments thereof or supplements
thereto, is hereby authorized. Except for infollnation contained under the captions "THE
ISSUER" and "ABSENCE OF LITIGATION," as such captions relates to the Issuer in the
Bond Resolution 4

Limited Offering Memorandum, the Issuer has not confirmed, and assumes no responsibility for,
the accuracy, sufficiency or fairness of any statements in the Limited Offering Memorandum or
any amendments thereof or supplements thereto, or in any reports, financial information, offering
or disclosure documents or other infoiniation relating to the Project, the Borrower, or the history,
businesses, properties, organization, management, financial condition, market area or any other
matter relating to the Borrower or otherwise contained in the Limited Offering Memorandum.
Section 11. The Bonds shall be payable solely from the receipts and revenues received
by, or on behalf of, the Issuer pursuant to the Indenture. Nothing contained in this Resolution, in
any of the Documents, or any other agreement, certificate, document, or instrument the Issuer (except executed as a
connection with the issuance of the Bonds shall be construed as obligating
special limited obligation to the extent provided in such documents or instruments) or obligating
the County, or as incurring a charge upon the general credit of the Issuer or of the County, nor
shall the breach of any agreement contemplated by this Resolution, any of the Documents, or any
other instrument or documents executed in connection therewith impose any charge upon the
general credit of the Issuer or of the County. The Issuer has no taxing power.
Prior to the issuance of the Bonds, the Issuer has issued, and subsequent to the issuance
of the Bonds, the Issuer may issue bonds in connection with the financing of other projects (such
bonds together with any bonds issued by the Issuer between this date and the issuance of the
Bonds shall be referred to herein as the "Other Bonds"). Any pledge, mortgage, or assignment
made in connection with the Other Bonds shall be protected, and any funds pledged or assigned
for payment of principal, premium, if any, or interest on the Other Bonds shall not be used for
the payment of principal, premium, if any, or interest on the Bonds. Any pledge, mortgage, or
assignment made in connection with the Bonds shall be protected, and no funds pledged or
assigned for the payment of the Bonds shall be used for the payment of principal, premium, if
any, or interest on the Other Bonds.
Section 12. At the request of the Borrower, Wilmington Trust, National Association,
is hereby designated, approved and confirmed to act as trustee, paying agent and bond registrar
under the Indenture.
Section 13. At the request of the Borrower, Piper Jaffray & Co., is hereby designated,
approved and confirmed to act as underwriter under the Bond Purchase Agreement.
Section 14. The Bonds shall not be issued unless and until:
(a) The Borrower must comply fully with all applicable provisions of the
Issuer's Procedural Pamphlet, as amended through March 10, 1998 (the "Pamphlet"),
relating to the issuance and sale of the Bonds, including the submission of Legal
Proceedings, as required by Section 5.03 of the Pamphlet, in form and substance
satisfactory to the Issuer.
(b) Prior to closing, the Borrower shall make arrangements satisfactory to the
Issuer as to the payment of the Issuer's annual administrative fee.
(c) The Arizona Attorney General does not disapprove the issuance of the
Bonds in the manner contemplated by A.R.S. § 35-721.
Bond Resolution 5

(d) On or prior to the closing, the Issuer shall receive an opinion from Bond
Counsel, in a form acceptable to the Issuer, to the effect that interest on any tax-exempt
series of the Bonds will be exempt from federal and State income taxes.
(e) On or prior to closing, the Borrower shall deliver an opinion or opinions, that any
addressed and in form acceptable to the Issuer, prior to closing, sale to the of effect the Bonds are
offering materials distributed in connection with the offer contain and any untrue statements of
correct and complete in all material respects, required and do not to be stated therein or necessary to
material fact or omit to state a material fact circumstances under which they were made,
make the statements therein, in light of the
not misleading.
If the Bonds are to be privately placed, the 'underwriter, placement equivalent agent
or ultimate purchaser of the Bonds should submit an investment letter (or performed the their
representations) to the Issuer including representations and that hold they the have Bonds as a private
own due diligence of the Project, and will Bonds purchase must be restricted to accredited investors
placement. Any subsequent resale of the
or qualified institutional buyers.
(g) If the Bonds are to be offered publicly, they must obtain an investment recognized
gade.rating acceptable to the Issuer and its legal counsel and from sale a nationally of the Bonds must be
rating agency. If such a rating is not obtained, meaning (a) the offer of Rule 501 of Regulation D (but
limited to "accredited investors" within institutional the buyers" within the meaning of Rule
excluding natural persons) under or the "qualified Securities Act, (b) the Issuer must receive investment
letters 144A, from promulgated such purchasers in form and substance satisfactory to the Issuer's legal
counsel, (c) any subsequent transfers and resales of the Bonds must be similarly and
restricted, and (d) the Bonds must be issued in minimum denominations of $25,000
integral multiples of $5,000 in excess thereof.
(h) The Issuer, its officers and directors, and the County, must be provided
with full indemnification in connection with the issuance and sale of the Bonds, in form
and substance satisfactory to the Issuer's legal counsel, from a credit-worthy source
acceptable to the Issuer.
Legal counsel to the Issuer must receive such documents, legal opinions,
certificates (i) and other proceedings as are necessary and advisable to evidence compliance Issuer's
by the Borrower, the Underwriter and other financing participants with the
policies and procedures and applicable federal and State laws.
Prior to closing, the Borrower must submit final copies of all the required
legal opinions, (i) certificates, documents and other proceedings required herein. All legal
opinions, certificates, documents and other proceedings will be in compliance with the
provisions hereof only if they are in all material respects satisfactory to the Issuer's legal
counsel as to which the legal counsel shall act reasonably.
(k) All requirements of the Internal Revenue Code of 1986 (the "Code") must
be satisfied including, without limitation, the requirement of final approval of the
Bond Resolution 6

issuance of the Bonds from the County Board of Supervisors, after a public hearing
following reasonable notice, prior to closing.
Section 15. The Borrower is authorized, at its expense, to apply to and obtain from the
Arizona Commerce Authority or other appropriate entity an allocation of the State of Arizona
volume cap for tax exempt bonds in an amount sufficient for the portion of the Bonds to be
issued as tax exempt and the Borrower acknowledges the Issuer has no obligation to obtain an
allocation of volume cap for the bond financing contemplated by this Resolution.
Section 16. From and after the execution and delivery of the Documents herein
approved, Authorized Officers are hereby empowered and directed to do all such acts and things
and to execute all such documents as may be necessary in connection with the issuance and sale
of the Bonds or to carry out and comply with the provisions of aforesaid approved relating documents to the as
executed and delivered, including, without limitation, the execution of instructions documents and
investment of funds and use of the proceeds of the Bonds and all other
certificates relating to the tax-exempt status of interest on the Bonds.
Section 17. None of the members of the governing body of the Issuer nor any director,
officer, official employee or agent of the Issuer shall be subject to any personal liability or
accountability by reason of the issuance thereof.
Section 18. In the event of the inability or unavailability of any official of the Issuer to
perform any duty assigned to such official by the temis of this Resolution, any officer of the
Issuer or the Executive Director of the Issuer authorized to act for such official is hereby
authorized and directed to do so.
Section 19. The liability of the Issuer with respect to the Documents or any other
document executed in connection with the transactions contemplated hereby shall be limited as
provided in the Act and such documents.
Section 20. All actions (not inconsistent with the provisions of this Resolution)
heretofore taken by or at the direction of the Issuer and its directors, officers, counsel, advisors or
agents directed toward the sale and issuance of the Bonds are hereby approved and ratified. of a
Further, all actions previously taken in connection with the preparation and publication of the
Notice of Public Hearing and the conducting of a public hearing relating to the issuance
Bonds as required by the Code, are also hereby authorized, ratified, and confirmed, and the
Issuer hereby approves the issuance of the Bonds for all purposes under the Code other than
those specifically waived herein.
Section 21. The provisions of this Resolution are hereby declared to be separable, and
if any action, phrase or provision shall for any reason be declared to be invalid, such declaration
shall not affect the validity of the remainder of the sections, phrases and provisions.
Section 22. It is found and determined that all formal actions of the Issuer and its
Board of Directors concerning and relating to the adoption of this Resolution were adopted in an
open meeting and that all deliberations that resulted in those formal actions were in meetings
open to the public, in compliance with all requirements of the State and the Issuer.
Bond Resolution 7

Section 23. The provisions of this Resolution shall be in full force and effect from and
after its passage as provided by law.
Section 24. Any provisions of the Issuer's Bylaws, Procedural Pamphlet, or prior This
resolutions inconsistent herewith are waived to the extent only of such inconsistency. or resolution
waiver shall not be construed as repealing any such Bylaws, Procedural Pamphlet,
or any part thereof.
Section 25. Notice of A.R.S. § 38-511 is hereby given. The provisions of said contained statute
are by this reference incorporated herein to the extent of their applicability to matters
herein under the laws of the State.
Section 26. This Resolution shall be effective immediately.
[Remainder of Page Intentionally Left Blank]
Bond Resolution 8

PASSED, ADOPTED, AND APPROVED on April 12, 2016.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA
By:
Authorized Officer
PHX 331693357v2
Bond Resolution

A PROFESSIONAL CORPORATION
YcARLc , Li \ One North Central Avenue, Suite 1200
61_,iPPLEWHITE Phoenix, Arizona 85004-4417
Attorneys P 602.440.4800 F 602.257.9582
William F. Wilder Offices in Arizona & Colorado
Direct Line: 602-440-4802 www.rcalaw.com
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
April 19, 2016
HAND DELIVERED
Maricopa County Board of Supervisors
Maricopa County th
301 West Jefferson Street, 10 Floor
Phoenix, Arizona 85003
Re: The Industrial Development Authority of the County of Maricopa
Mortgage Revenue Bonds (Mariposa Point of Mesa Project), Series 2016
in an amount not to exceed $17,000,000
Gentlemen:
As I believe you are aware, we serve as legal counsel to The Industrial
Development Authority of the County of Maricopa (the "Maricopa IDA").
On behalf of Maricopa IDA, we have heretofore requested to be on the Board of
Supervisors Agenda for the meeting on May 4, 2016 for the purpose of requesting that the Board
of Supervisors adopt a Resolution approving the proceedings of the Maricopa IDA for the
issuance of the above-referenced bonds.
The foini of the Resolution for the Board of Supervisors' consideration has
heretofore been submitted to the Clerk of the Board of Supervisors.
The Maricopa IDA Board met on April 12, 2016, at which time the Maricopa
IDA Board adopted a Resolution approving the issuance of the above-referenced bonds.
A copy of the Maricopa IDA approving Resolution adopted on April 12, 2016 is
enclosed herewith, and has been filed with the Clerk of the Board of Supervisors.
A public hearing pursuant to Section 147(f) of the Internal Revenue Code of
1986, as amended, with respect to the issuance of the above-referenced bonds, will be conducted
by a representative of the Maricopa IDA on April 28, 2016, and a copy of the Report of Public
Hearing will be submitted to the Clerk of the Board of Supervisors prior to its meeting on May 4,
2016.
Enclosed herewith for your information is a copy of my report letter, dated
April 7, 2016, (the voluminous attachments have been excluded, but are available upon request)
3987715.1
04/19/16

.1(
Ms. Fran McCarroll &APPLEWHITE Attorneys
April 19, 2016
Page 2
to the Maricopa IDA Board with regard to the proposed bond financing, setting forth in some
detail information regarding the project being financed and the financing terms.
Certainly let me know if or to the extent you have any questions.
Yours very truly,
F. Wilder
Enclosures
cc w/enc.: Ms. Fran McCarroll
Ms. Shelby Scharbach, Executive Director
Michelle Wood, Esq.
710636.1
4/19/2016

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF
MARICOPA AUTHORIZING THE ISSUANCE AND SALE OF ITS FIRST
MORTGAGE REVENUE BONDS (MARIPOSA POINT OF MESA
PROJECT) SERIES 2016, IN ONE OR MORE TAX-EXEMPT AND/OR NOT
TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT
TO EXCEED $17,000,000, AND RELATED MATTERS
WHEREAS, The Industrial Development Authority of the County of Maricopa
(the "Issuer") is a nonprofit corporation designated a political subdivision of the (the State "County"), of Arizona
(the "State") incorporated with the approval of Maricopa County, under the Arizona Industrial Development
pursuant to the provisions of the Constitution of the State and
Financing Act, A.R.S. § 35-701 et seq. (the "Act");
WHEREAS, the Issuer is authorized and empowered, among other things, with (a) the to issue Act,
tax-exempt and taxable revenue bonds and use the proceeds thereof compensation in accordance for professional
(b) to contract with and employ others to provide for necessary and to pay for the financing of "projects" as
services and other services as the Issuer shall property deem and revenues to secure the payment of the
defined in the Act, and (c) to pledge interest its on its tax-exempt and taxable revenue bonds;
principal of and premium, if any, and
WHEREAS, Mesa AL Partners, LP, a Texas limited partnership or one of its affiliates Bonds
(the "Borrower"), has requested that the Issuer issue its First Mortgage tax-exempt Revenue and/or
(Mariposa Point of Mesa Project) Series 2016 (the "Bonds"), in one $17,000,000, or more and loan the
taxable series, in an aggregate principal amount not to exceed available moneys, (a) finance the
proceeds thereof to the Borrower to, together equipping with other of an assisted living and memory care
acquisition, construction, approximately improvement 49 assisted and living units and approximately 30 memory care
facility, consisting located of at 1248 South Crismon Road in Mesa, Arizona, and known as Mariposa Point
units, to be similar name (the "Facility"); (b) fund a reserve fund with respect to the Bonds; (c)
of Mesa or interest on a portion of the Bonds; (d) fund a working capital fund, and (e) pay
pay capitalized incurred in connection with the authorization, issuance and sale of the Bonds
the costs
(collectively, the "Project");
WHEREAS, the Bonds will be issued pursuant to an Indenture of Trust, to be dated as of
the first day of the month in which the Bonds are issued (the "Indenture"), and between the proceeds the Issuer of the
and Wilmington Trust, National Association, as trustee pursuant (the to "Trustee"), a Loan Agreement, to be dated as
Bonds will be used to make a loan to the Borrower Bonds are issued (the "Loan Agreement"), between the
of the first day of the month in which the
Issuer and the Borrower;
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of
payment for the Bonds are set forth in the Indenture and in the fonns of the Bonds;
WHEREAS, the Bonds will be payable from the Trust Estate (as defined interest in the on
Indenture), which will include, among other things, (a) payments of principal Note"), of and which will be
the Promissory Note to be executed by the Borrower Gross (the "Promissory Revenues (as defined in the Loan
secured by a first priority lien on and pledge of the
Bond Resolution

Agreement) of the Borrower, (b) a Deed of Trust, Security Agreement, Assignment of Rents and are
Leases, and Fixture Filing, to be dated as of the first day of the month in which the Bonds lien on
issued (the "Deed of Trust"), to be executed by the Borrower and granting a first priority Trustee, all of
the Facilities, and (c) certain funds established under the Indenture and held by the
which will be assigned to, or entered into with, the Trustee; and;
WHEREAS, the Issuer, the Borrower and the Trustee will enter into a Regulatory
Agreement and Declaration of Restrictive Covenants requiring certain low- and moderate-
income set-asides at the Facility (the "Regulatory Agreement");
WHEREAS, the Bonds will be sold in a limited offering to one or more "accredited
investors" or "qualified institutional buyers" by Piper Jaffl ay & Co., as underwriter (the
"Underwriter") pursuant to a Bond Purchase Agreement or placement agreement (the "Bond
Purchase Agreement"), upon the proposed terms and conditions set forth in the Bond Purchase
Agreement from the Underwriter, to be accepted and approved by the Issuer and the Borrower;
WHEREAS, there have been prepared and presented to the Board of Directors of the
Issuer substantially final forms of the following documents which the Issuer proposes to forms approve, of
authorize or enter into (collectively, the "Documents"): (a) Deed the Indenture of Trust; (including (d) the Regulatory
Bonds attached thereto); (b) the Loan Agreement; (c) the Limited Offering Memorandum to be
Agreement; (e) the Bond Purchase Agreement; and (f) the Memorandum");
circulated in connection with the sale of the Bonds (the "Limited Offering
WHEREAS, the issuance of the Bonds by the Issuer and the loan of the proceeds of the
Bonds to the Borrower to finance the Project will be in the furtherance of the purposes of the Act
and the Issuer, and in the public interest; and
WHEREAS, it appears that each of the instruments above referred to as now before this
meeting is in appropriate form to be approved for the purposes intended or approved;
NOW, THEREFORE, BE IT RESOLVED, by The Industrial Development Authority
of the County of Maricopa, as follows:
Section 1. The Issuer finds and determines: (a) the Project constitutes a "project" as
defined in the Act; and (b) the issuance of the Bonds and the making of the Loan to the Borrower and the
for the purposes of financing the Project are in furtherance of the purposes of the Act
Issuer, is in the public interest, and will provide a benefit within the State.
Section 2. Subject to and conditioned upon the satisfaction of the conditions listed in
Section 15, the Issuer hereby finds and determines that the issuance of the Bonds as provided in
the Indenture will promote the purposes of the Act and is hereby approved and authorized.
Section 3. The issuance and sale of the Bonds in the aggregate principal amount to be of
not to exceed $17,000,000 are hereby authorized and approved as revenue bonds Mortgage
designated "The Industrial Development Authority of the County of Maricopa First series or
Revenue Bonds (Mariposa Point of Mesa Project) Series 2016," in one or more
subseries from time to time, as tax-exempt and/or taxable debt. The maximum aggregate The Bonds
principal amount of the Bonds authorized by this Resolution shall be $17,000,000.
Bond Resolution 2

shall be dated, be in fully registered form, and be transferable as provided in the Indenture interest (as at
executed and delivered by and on behalf of the Issuer). The Bonds shall mature, amounts bear set forth
such rate or rates and shall be subject to the redemption at the times and at the not mature later than
in the Indenture (as executed and delivered), provided shall that the bear Bonds interest shall from the date thereof at
forty (40) years from the date of issuance. accordance The Bonds with the Indenture, such rates not to exceed
the rate calculated from time to time at such in times as provided in the Indenture (as executed and
ten percent Principal (10%) and of payable and premium, if any, on the Bonds shall be payable at the designated
principal delivered). corporate trust office of the Trustee or its successor in trust, and interest thereon shall
be payable to each owner of any Bonds as otherwise provided in the Indenture.
Section 4. The foiins, terms and provisions of the Bonds, in the form contained in the
Indenture, subject to appropriate insertion and revision in order to comply with the provisions of
the Indenture, are hereby approved and, when the same are executed on behalf of the Issuer form in
the manner contemplated by the Indenture and this Resolution shall represent Issuer the with approved the manual or
of Bonds of the Issuer. The Bonds shall be executed in the name of or the facsimile signature of the
facsimile signature of its President and attested with President the manual or any other officer of the Issuer
Secretary, all as provided in the Indenture, and and attested, the to be delivered to the Trustee for
shall cause the Bonds, as so executed
authentication.
Section 5. The form, Willis and provisions of the Indenture (including exhibits and
appendices thereto) are in all respects approved, and any Director of the Issuer or the Executive and
Director of the Issuer (each an "Authorized Officer") is name hereby and authorized, on behalf of empowered the Issuer and
directed to execute, attest and deliver the Indenture delivered in to the the Trustee. The Indenture is to be in
thereupon to cause the Indenture the to be Issuer at this meeting and hereby approved, or with such
substantially therein the form as shall now be before approved by the officers of the Issuer executing the same, their
changes execution thereof to constitute conclusive evidence of their approval of any and all changes or
revisions therein from the form of Indenture now before this meeting. From and after the
execution and delivery of the Indenture, the officers, Executive Director, such agents acts and and things employees and to
of the Issuer are hereby authorized, empowered and certificates directed to do as may all be necessary to carry out
execute all such other documents, instruments Indenture and (as executed and delivered).
and comply with the provisions of the
Section 6. The form, terms and provisions of the Loan Agreement (including Officer is exhibits hereby
and appendices thereto) are in all respects approved, and and deliver any Authorized the Loan Agreement in the
authorized, empowered and directed thereupon to execute, to attest cause the Loan Agreement to be delivered to
name and on behalf of Agreement the Issuer and is to be in substantially the form now before the Issuer at this
the Trustee. The hereby Loan approved, or with such changes therein as shall be approved by the
meeting Authorized and Officers of the Issuer executing the same, their execution thereof to constitute
conclusive evidence of their approval of any and all changes or revisions therein from the of form the
of Loan Agreement now before this meeting. From and after the execution of the and Issuer delivery are hereby
Loan Agreement, the officers, Executive to do Director, all such agents acts and and things employees and to execute all such other
authorized, empowered and directed
Bond Resolution 3

documents, instruments and certificates as may be necessary to carry out and comply with the
provisions of the Loan Agreement (as executed and delivered).
Section 7. The form, tenns and provisions of the Deed of Trust (including substantially exhibits
and appendices thereto) are in all respects approved. The Deed of Trust shall with be in such changes
the form now before the Issuer at this meeting and hereby From approved, and after or the execution and
therein as shall be approved by legal counsel to the Issuer. Director, agents and employees of the
delivery of the Deed of Trust, empowered the officers, and Executive directed to do all such acts and things and to
Issuer are hereby authorized, documents, instruments and certificates as may be necessary to carry out
execute and comply all such with other the provisions of the Deed of Trust (as executed and delivered).
Section 8. The faun, terms and provisions of the Regulatory Authorized Agreement (including Officer is
exhibits and appendices thereto) are in all respects approved, attest and and any deliver the Regulatory
hereby authorized, empowered and directed of the Issuer to execute, and thereupon to cause the Regulatory
Agreement in the name and on behalf Trustee. The Regulatory Agreement is to be in substantially
Agreement to be delivered the Issuer to the at this meeting and hereby approved; or with such changes
the form now before be approved by the Authorized Officers of the Issuer exeauting the same, their
therein as shall to constitute conclusive evidence of their approval of any and all changes or
execution therein thereof from the form of Regulatory Agreement now before this meeting. From and
revisions after the execution and delivery of the Regulatory Agreement, the officers, and directed Executive to do Director, all such
agents and employees of the Issuer are hereby authorized, instruments empowered and certificates as may be
acts and things and to execute all such other provisions documents, of the Regulatory Agreement (as executed
necessary to carry out and comply with the
and delivered).
Section 9. The sale of the Bonds in the aggregate principal amount of not to to appear exceed
$17,000,000 to the Underwriter, the exact principal amount of each series of the bearing Bonds interest and
in the Bond Purchase Agreement (as executed and delivered), Indenture and (as maturing, executed and delivered) is
being subject to prior redemption as provided in terms the and provisions of the Bond Purchase
hereby authorized and approved. approved, The foun, and any Authorized Officer is hereby authorized,
Agreement are in all respects to execute and deliver the Bond Purchase Agreement in the name and
empowered of and the directed Issuer. The Bond Purchase Agreement is to be in substantially the fomi now
before on behalf the Issuer at this meeting and hereby approved, or with such changes or revisions required therein by
from the fonn of Bond Purchase Agreement now before this meeting delivery as of shall the Bond be Purchase
legal counsel to the Issuer. From and after the execution and employees and of the Issuer are hereby
Agreement, the officers, and Executive directed Director, to do all such agents acts and things and to execute all such other
authorized, empowered instruments and certificates as may be necessary to carry out and comply with the
documents, provisions of the Bond Purchase Agreement (as executed and delivered).
Section 10. The lawful use and distribution of the Limited Offering or Memorandum supplements
relating to the original issuance of the Bonds and any amendments under thereof the captions "THE
thereto, is hereby authorized. Except for information as such contained captions relates to the Issuer in the
ISSUER" and "ABSENCE OF LITIGATION,"
Bond Resolution 4

Limited Offering Memorandum, the Issuer has not confirmed, and assumes no responsibility for, or
the accuracy, sufficiency or fairness of any statements in the Limited Offering Memorandum offering
any amendments thereof or supplements thereto, or in any reports, financial Borrower, information, or the history,
or disclosure documents or other information relating to the Project, condition, the market area or any other
businesses, properties, organization, or otherwise management, contained financial in the Limited Offering Memorandum.
matter relating to the Borrower
Section 11. The Bonds shall be payable solely from the receipts and revenues Resolution, received
by, or on behalf of, the Issuer pursuant to the Indenture. Nothing contained or instrument in this executed in
any of the Documents, or any other agreement, shall be certificate, construed document, as obligating the Issuer (except as a
connection with the issuance of the extent Bonds provided in such documents or instruments) or obligating
special limited or obligation as incurring to a the charge upon the general credit of the Issuer or of the County, nor
the shall County, the breach of any agreement contemplated by this Resolution, any of the Documents, or any
other instrument or documents executed in connection therewith impose any charge upon the
general credit of the Issuer or of the County. The Issuer has no taxing power.
Prior to the issuance of the Bonds, the Issuer has issued, and subsequent to projects the issuance (such
of the Bonds, the Issuer may issue bonds in connection with the this financing date and of other the issuance of the
bonds together with any bonds issued by the Issuer between Any pledge, mortgage, or assignment
Bonds shall be referred to herein as the "Other shall Bonds"). be protected, and any funds pledged or assigned
made in connection with the premium, Other Bonds if any, or interest on the Other Bonds shall not be used for
for payment of of principal, principal, premium, if any, or interest on the Bonds. Any pledge, mortgage, or
the assignment payment made in connection with the Bonds shall be protected, and no funds pledged or
assigned for the payment of the Bonds shall be used for the payment of principal, premium, if
any, or interest on the Other Bonds.
Section 12. At the request of the Borrower, Wilmington Trust, agent National and bond Association, registrar
is hereby designated, approved and confirmed to act as trustee, paying
under the Indenture.
Section 13. At the request of the Borrower, Piper Jaffray & Co., is hereby designated,
approved and confilined to act as underwriter under the Bond Purchase Agreement.
Section 14. The Bonds shall not be issued unless and until:
(a) The Borrower must comply fully with all applicable provisions of the
Issuer's Procedural Pamphlet, as amended through March 10, 1998 (the "Pamphlet"),
relating to the issuance and sale of the Bonds, including the submission substance of Legal
Proceedings, as required by Section 5.03 of the Pamphlet, in form and
satisfactory to the Issuer.
(b) Prior to closing, the Borrower shall make arrangements satisfactory to the
Issuer as to the payment of the Issuer's annual administrative fee.
(c) The Arizona Attorney General does not disapprove the issuance of the
Bonds in the manner contemplated by A.R.S. § 35-721.
Bond Resolution 5

(d) On or prior to the closing, the Issuer shall receive an opinion tax-exempt from Bond
Counsel, in a form acceptable to the Issuer, to the effect that interest on any
series of the Bonds will be exempt from federal and State income taxes.
(e) On or prior to closing, the Borrower shall deliver an to opinion the effect or opinions, that any
addressed and in form acceptable to the Issuer, with prior the to offer closing, and sale of the Bonds are
offering materials distributed in all material in connection respects, and do not contain any untrue statements of
material correct and fact complete or omit to state a material fact required to be stated therein or necessary were made, to
make the statements therein, in light of the circumstances under which they
not misleading.
(f) If the Bonds are to be privately placed, the -underwriter, letter (or placement the equivalent agent
or ultimate purchaser of the Bonds should submit an investment that they have performed their
representations) to the Issuer Project, including and will representations purchase and hold the Bonds as a private
own due diligence subsequent of the resale of the Bonds must be restricted to accredited investors
placement. Any
or qualified institutional buyers.
(g) If the Bonds are to be offered publicly, they must obtain an recognized investment
grade rating acceptable to the Issuer and its legal counsel offer from and sale a nationally of the Bonds must be
rating agency. If such a rating is not obtained, the meaning (a) the of Rule 501 of Regulation D (but
limited to "accredited investors" "qualified within institutional buyers" within the meaning of Rule
excluding natural persons) under or the Securities Act, (b) the Issuer must receive investment
144A, from promulgated such purchasers in form and substance satisfactory to the Issuer's legal
letters counsel, (c) any subsequent transfers and resales of the Bonds must be $25,000 similarly and
restricted, and (d) the Bonds must be issued in minimum denominations of
integral multiples of $5,000 in excess thereof.
(h) The Issuer, its officers and directors, and the County, of the must Bonds, be provided in form
with full indemnification in connection with the issuance counsel, and from sale a credit-worthy source
and substance satisfactory to the Issuer's legal
acceptable to the Issuer.
Legal counsel to the Issuer must receive such documents, legal compliance opinions,
certificates and other proceedings as are necessary and advisable participants to evidence with the Issuer's
by the Borrower, the Underwriter and federal other and financing State laws.
policies and procedures and applicable
Prior to closing, the Borrower must submit final copies of all the All required legal
legal opinions, (1) certificates, documents and other proceedings will be required in compliance herein. with the
opinions, certificates, documents they are in and all other material proceedings respects satisfactory to the Issuer's legal
provisions counsel as hereof to which only the if legal counsel shall act reasonably.
(k) All requirements of the Internal Revenue Code of 1986 (the approval "Code") of must the
be satisfied including, without limitation, the requirement of final
Bond Resolution 6

issuance of the Bonds from the County Board of Supervisors, after a public hearing
following reasonable notice, prior to closing.
Section 15. The Borrower is authorized, at its expense, to apply to and obtain from the
Arizona Commerce Authority or other appropriate entity an allocation of the State of Arizona
volume cap for tax exempt bonds in an amount sufficient for the portion of the Bonds to be
issued as tax exempt and the Borrower acknowledges the Issuer has no obligation to obtain an
allocation of volume cap for the bond financing contemplated by this Resolution.
Section 16. From and after the execution and delivery of the Documents herein
approved, Authorized Officers are hereby empowered and directed to do all such acts and things
and to execute all such documents as may be necessary in connection with the issuance and sale
of the Bonds or to carry out and comply with the provisions of aforesaid approved relating documents to the as
executed and delivered, including, without limitation, the execution of instructions documents and
investment of funds and use of the proceeds of the Bonds and all other
certificates relating to the tax-exempt status of interest on the Bonds.
Section 17. None of the members of the governing body of the Issuer nor any director,
officer, official employee or agent of the Issuer shall be subject to any personal liability or
accountability by reason of the issuance thereof.
Section 18. In the event of the inability or unavailability of any official of-the Issuer to
perform any duty assigned to such official by the telais of this Resolution, any officer of the
Issuer or the Executive Director of the Issuer authorized to act for such official is hereby
authorized and directed to do so.
Section 19. The liability of the Issuer with respect to the Documents or any other
document executed in connection with the transactions contemplated hereby shall be limited as
provided in the Act and such documents.
Section 20. All actions (not inconsistent with the provisions of this Resolution)
heretofore taken by or at the direction of the Issuer and its directors, officers, counsel, advisors or
agents directed toward the sale and issuance of the Bonds are hereby approved and ratified.
Further, all actions previously taken in connection with the preparation and publication of a
Notice of Public Hearing and the conducting of a public hearing relating to the issuance of the
Bonds as required by the Code, are also hereby authorized, ratified, and confirmed, and than the
Issuer hereby approves the issuance of the Bonds for all purposes under the Code other
those specifically waived herein.
Section 21. The provisions of this Resolution are hereby declared to be separable, and
if any action, phrase or provision shall for any reason be declared to be invalid, such declaration
shall not affect the validity of the remainder of the sections, phrases and provisions.
Section 22. It is found and deteimined that all follnal actions of the Issuer and its
Board of Directors concerning and relating to the adoption of this Resolution were adopted in an
open meeting and that all deliberations that resulted in those formal actions were in meetings
open to the public, in compliance with all requirements of the State and the Issuer.
Bond Resolution 7

Section 23. The provisions of this Resolution shall be in full force and effect from and
after its passage as provided by law.
Section 24. Any provisions of the Issuer's Bylaws, Procedural Pamphlet, or prior
resolutions inconsistent herewith are waived to the extent only of such inconsistency. This
waiver shall not be construed as repealing any such Bylaws, Procedural Pamphlet, or resolution
or any part thereof.
Section 25. Notice of A.R.S. § 38-511 is hereby given. The provisions of said statute
are by this reference incorporated herein to the extent of their applicability to matters contained
herein under the laws of the State.
Section 26. This Resolution shall be effective immediately.
[Remainder of Page Intentionally Left Blank]
Bond Resolution 8

PASSED, ADOPTED, AND APPROVED on April 12, 2016.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA
By:
Authorized Officer
PI-IX 331693357v2
Bond Resolution

A PROFESSIONAL CORPORATION
LA\ One North Central Avenue, Suite 1200
&APPLEWHITE Phoenix, Arizona 85004-4417
Attorneys P 602.440.4800 F 602.257.9582
Offices in Arizona & Colorado
www.rcalaw.corn
William F. Wilder
Direct Line: 602-440-4802
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
April 7, 2016
Members of Board of Directors
of The Industrial Development
Authority of the County of Maricopa
Re: Mariposa Point of Mesa Project
Ladies and Gentlemen:
One of the unintended consequences of pending HB2666, which has been the
topic of much discussion by this Board, is that if enacted, it will eliminate the Arizona Health
Facilities Authority (the "Health Facilities Authority") which will cease to exist and its
functions will be melded into a newly to be fowled Arizona Finance Authority and, we
assume at some point, into a newly formed state industrial development authority.
The proponents of HB2666 have asked that it be enacted with an emergency
clause which would result in the legislation becoming effective immediately, rather than 90
days after the legislature adjourns. It is anticipated that HB2666 will pass, but the timing for
such is unknown and whether it will pass with an emergency clause is also unknown.
Against this backdrop, Mesa AL Partners, LP (the "Applicant") applied to the
Health Facilities Authority for the issuance of not to exceed $17,000,000 of revenue bonds to
provide financing assistance for the acquisition, construction, improvement and equipping of
an assisted living and memory care facility consisting of approximately 49 assisted living
units and approximately 30 memory care units to be located at 1248 South Crismon Road,
Mesa, Arizona, to be known as the Mariposa Point of Mesa Project (the "Mariposa Point of
Mesa Project").
On February 10, 2016, the Health Facilities Authority adopted Resolution No.
2016-02, authorizing and approving the issuance of not to exceed $17,000,000 of revenue
bonds in order to finance the Mariposa Point of Mesa Project.
A TEFRA Hearing was also held regarding the proposed issuance of bonds,
and subsequently the Governor of the State of Arizona approved the issuance of the bonds
following the TEFRA Hearing (note: it is appropriate that the Governor be the person
approving the issuance of bonds for a statewide bond issue such as the Health Facilities
Authority).
3981083.1
04/07/16

!:
Members of Board of Directors &APPLEWHITE Attorneys
of The Industrial Development Authority
of the County of Maricopa
April 7, 2016
Page 2
Due to the uncertainty and cloud over the Health Facilities Authority by virtue
of the pendency of HB2666, the Health Facilities Authority, the Applicant and the
professionals involved in the proposed financing have determined that the financing for the
Mariposa Point of Mesa Project cannot proceed through the Health Facilities Authority, and a
request has been made that the Maricopa County IDA step in and approve the issuance of
bonds for the Mariposa Point of Mesa Project, as requested of the Health Facilities Authority.
This request made by the Applicant has been reviewed and approved by
Scharbach, Executive Director of the Maricopa County IDA. This request to the
Maricopa Shelby IDA is supported by bond counsel, Brigitte Finley-Green and by Julie Arvo
MacKenzie, counsel to the Health Facilities Authority.
Included in your Board packages are documents we have been provided on
behalf of the Applicant for financing, all relating to the efforts to conclude this financing
through the Health Facilities Authority. These include:
(a) A letter to the Authority Board, dated April 4, 2016, from Brigitte Finley
Green, Bond Counsel. (I suggest this letter be read fully since it provides
a full synopsis of the request and the financing.)
(b) A copy of an Application for Tax-Exempt Financing (originally used for
an earlier financing for the same group in Gilbert, but relied upon by the
Health Facilities Authority for the proposed Mariposa Point of Mesa
Project.)
(c) A copy of the Final Approval Memorandum, dated February 3, 2016,
prepared by Julie Arvo MacKenzie, General Counsel to the Health
Facilities Authority.
(d) A copy of Resolution No. 2016-2 adopted by the Board of the Health
Facilities Authority on February 10, 2016, approving the issuance of not to
exceed $17,000,000 of bonds for the Mariposa Point of Mesa Project.
(e) A copy of the Approval of Applicable Elected Representative, dated
March 2, 2016, and signed by Governor Douglas A. Ducey.
The principal parties involved in this financing are:
Borrower Mesa AL Partners LP
(or an affiliated entity)
Borrower Counsel Bracewell & Giuliani LLP

—0 7 ( A
Members of Board of Directors &APPLEWHITE Attorneys
of The Industrial Development Authority
of the County of Maricop a
April 7, 2016
Page 3
Underwriter Piper Jaffiay & Co.
Underwriter Counsel Norton Rose Fulbright US LLP
Manager Surpass Senior Living, LLC
Feasibility Consultant Dixon Hughes Goodman, LLP
Bond Counsel Greenberg Traurig, LP
Bond Trustee To Be Determined
The principal financing documents for this transaction include:
Indenture of Trust
Loan Agreement
Limited Offering Memorandum
Deed of Trust and Assignment of Rents
Bond Purchase Agreement
Regulatory or Land Use Restriction Agreement
The Bonds will be issued in one or more series of tax-exempt and/or taxable
Bonds under the terms of the Indenture of Trust. The Bonds will be placed by the
Underwriter, Piper Jaffray & Co. with either "accredited investors" or "qualified institutional
buyers" and, in connection therewith, the Underwriter will use the Limited Offering
Memorandum. The Bond proceeds will be loaned to the Borrower to finance the Mariposa
Point of Mesa Project, pursuant to the terms of the Loan Agreement, and the Borrower will
be unconditionally obligated to make periodic loan repayments in amounts sufficient to pay
the interest and principal on the Bonds. The obligations of the Borrower under the Loan
Agreement will be secured by the Deed of Trust and Assignment of Rents. Under the
Regulatory Agreement or Land Use Restriction Agreement, the Borrower will be required to
set aside the number of units required by the Internal Revenue Code of 1986, as amended, to
assure compliance with requirements for affordability of the Mariposa Point of Mesa Project.
All required documents have already been prepared but require changing to
insert the name of the Authority in place of the Health Facilities Authority.
A new TEFRA Hearing will be required and approving action of the Maricopa
County Board of Supervisors (currently planned for May 4) will be required. It will also be

tw\wr rye
Members of Board of Directors &-APPLEWHITE Attorneys
of The Industrial Development Authority
of the County of Maricopa
April 7, 2016
Page 4
necessary to notify the Arizona Attorney General of the Authority's intention to issue the
Bonds.
In addition to the foregoing, it will also be necessary for the Borrower to
apply for and obtain an allocation of 2016 volume cap for the transaction.
We have been discussing all aspects of the transaction with Bond Counsel,
and will be reviewing documents, as received, over the next several days.
Based on the review we have been able to conduct and in reliance of the
detailed review already conducted by the Health Facilities Authority, we are comfortable
with recommending that the Authority Board adopt the proposed Resolution presented to
you.
A copy of the proposed Resolution for your consideration is enclosed in your
Board packages.
Suggested Motion:
Move to adopt a Resolution in the form presented to the meeting authorizing
and approving the issuance of not to exceed $17,000,000 The Industrial
Development Authority of the County of Maricopa First Mortgage Revenue
Bonds (Mariposa Point of Mesa Projects), Series 2016, in one or more tax-
exempt and/or taxable series.
Very truly yours,
William F. Wilder
WFW:rnm
cc: Shelby L. Scharbach