MARC COMMUNITY RESOURCES - SUMMARY LETTER.PDF

RYLEYCARLOCK 
&APPLEWHITE 
Attorneys 
John J. Fries 
Direct Line: 602-440-4819 
Direct Fax: 602-257-6919 
E-mail: jfries@rcalaw.com  
A PROFESSIONAL CORPORATION 
One North Central Avenue, Suite 1200 
Phoenix, Arizona 85004-4417 
P 602.440.4800 F 602.257.9582 
Offices in Arizona & Colorado 
www.rcalaw.com  
January 14, 2020 
To: 	
Board of Supervisors 	
Board of Directors of 
Maricopa County, Arizona 	
The Industrial Development Authority 
of the County of Maricopa 
Re: 	
Not to Exceed $6,500,000 — The Industrial Development Authority of the 
County of Maricopa Direct Purchase Revenue Bonds (Marc Community 
Resources, Inc. Project), 
Ladies and Gentlemen: 
The Board of Directors ("Board") of The Industrial Development Authority of the 
County of Maricopa (the "Authority") will be asked to grant approval to the financing for the 
Marc Community Resources, Inc. Project. This letter provides a summary 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. 
THE PROJECT 
The proposed current financing contemplates the restructuring of not to exceed 
4687001.1 
01/14/20

RYLEY CARLOCK 
&APPLEWHITE 
Attorneys 
Board of Supervisors 
Maricopa County, Arizona 
Board of Directors 
of The Industrial Development Authority 
of the County of Maricopa 
January 14, 2020 
Page 2 
$6,500,000 of the Authority's Direct Purchase Revenue Bonds (Marc Community Resources, 
Inc. Project) Series 2018A, 2018B and 2018C in the aggregate principal amount of $16,042,000 
(the "Series 2018 Bonds"), the proceeds of which will be used to refinance the acquisition, 
renovation, improvement, expansion, construction, equipping and operation of new and existing 
capital projects, fund any required reserves, pay capitalized interest on the Bonds, if any, and pay 
costs and expenses incurred in connection therewith. The restructuring will redefine the 
"project" to reflect the following uses of the Bonds, which will be loaned to the Borrower to: 
(a) finance the acquisition, renovation, improvement, expansion, construction, equipping and 
operation of the following new and existing capital projects: 
1. acquisition and improvements of a commercial building located at 3617 
W. Cambridge, Phoenix, Arizona, in a maximum amount not to exceed 
$3,000,000.00; 
2. renovation of an existing office space located at 737 W. Guadalupe Road, 
Mesa, Arizona, in a maximum amount not to exceed $600,000.00; 
3. expansion of treatment clinic space located at 5625 W. Bell Road, 
Glendale, Arizona, in a maximum amount not to exceed $300,000.00; 
4. improvements of a treatment clinic located at 10240 N. 31 st Avenue, 
Phoenix, Arizona, in a maximum amount not to exceed $150,000.00; 
5. renovations of facilities located at 924 N. Country Club Drive, Mesa, 
Arizona in a maximum amount not to exceed $250,000.00; 
6. renovations of facilities located at 10617 E. Oasis Drive, Mesa, Arizona in 
a maximum amount not to exceed $80,000.00; 
7. renovations of facilities located at 4250 E. Florian, Mesa, Arizona, in a 
maximum amount not to exceed $80,000.00; 
8. expansion of a treatment clinic located 422 W. Ivyglen Street, Mesa, 
Arizona (collectively, the "New Money Projects"), in a maximum amount 
not to exceed $180,000.00; and 
(b) fund any required reserves; pay capitalized interest on the Bonds, if any; and pay costs 
and expenses incurred in connection therewith allocable to each project (together with the 
New Money Projects, the "Project").

RYLEY CARLOCK 
PPLEWHITE 
Attorneys 
Board of Supervisors 
Maricopa County, Arizona 
Board of Directors 
of The Industrial Development Authority 
of the County of Maricopa 
January 14, 2020 
Page 3 
PRIOR TRANSACTIONS 
In 2009, the Authority issued $9,120,929 of its bonds to finance capital 
improvements for facilities owned and operated by Marc Center. 
In 2013, the Authority issued $9,715,000 of its bonds (i) to 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. 
On October 14, 2014, the Board authorized a $100,000 grant to support a Marc 
Center community activity and senior center for elderly with severe disabilities. 
In 2018, the Authority issued its Direct Purchase Revenue Bonds (Marc 
Community Resources, Inc. Project) Series 2018A, 2018B and 2018C in the aggregate principal 
amount of $16,042,000 (the "Series 2018 Bonds"), pursuant to that certain Indenture of Trust, 
dated as of April 1, 2018 (the "Series 2018 Indenture"), between the Issuer and Wells Fargo 
Bank, National Association, in its capacity as Trustee. 
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 January 28, 2020. 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:

RYLEY CARLOCK 
&APPLEWHITE 
Attorneys 
Board of Supervisors 
Maricopa County, Arizona 
Board of Directors 
of The Industrial Development Authority 
of the County of Maricopa 
January 14, 2020 
Page 4 
Issuer; 
Issuer Counsel: 
Applicant/Borrower: 
Applicant/Borrower Counsel: 
Bond Counsel: 
Bond Purchaser: 
Bond Purchaser's Counsel 
The Industrial Development Authority of the County of 
Maricopa 
Ryley Carlock & Applewhite, a professional corporation 
Marc Community Resources, Inc. 
Lewis Roca Rothgerber Christie, LLP 
Lewis Roca Rothgerber Christie, LLP 
Wells Fargo Bank, National Association 
Kutak Rock, LLC 
PRINCIPAL FINANCING DOCUMENTS 
Parties  
Issuer and Trustee 
Issuer and Borrower 
Borrower 
Issuer and Borrower 
Borrower 
Document  
Indenture of Trust 
Loan Agreement 
Promissory Note(s) 
Tax Certificate and Agreement 
One or more Deeds of Trust, Security Agreements, 
Assignments of Rents and Leases and Fixture Filings 
PLAN OF FINANCING 
The 2018 Bond and Loan Documents will be modified and amended to change 
the designation of the "project" to redirect a principal amount, not to exceed $6,500,000, to be 
determined by agreement of the Borrower and the Bond Purchaser as detailed above. The Bonds 
will be issued under and pursuant to the 2018 Indenture of Trust and the Bond proceeds will be 
loaned to the Borrower under the terms of the Loan Agreement as evidenced by one or more 
Promissory Notes. 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

RYLEYCARLOCK 
&APPLEWHITE 
Attorneys 
Board of Supervisors 
Maricopa County, Arizona 
Board of Directors 
of The Industrial Development Authority 
of the County of Maricopa 
January 14, 2020 
Page 5 
various Deeds of Trust, Security Agreements, Assignments of Rents and Leases and Fixture 
Filings. 
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. The Bonds will not 
be rated as this financing is basically structured as a tax exempt bank loan. 
AUTHORITY APPROVAL 
At the Authority Board meeting, 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 January 29, 2020, 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. 
LEGAL COUNSEL RECOMMENDATION 
The principal financing documents will be consistent with and complementary to 
the existing 2018 bond documents that were previously approved. These amendments are 
currently being drafted and will be in substantially final form prior to the Authority's approval of 
the resolution, and will be in substantial conformance with the policies and guidelines of the 
Authority. As counsel to the Authority, we have reviewed the form of Resolution presented to 
the Maricopa County Board of Supervisors and it is in form and substance acceptable for the 
adoption.

By:/lohn/J Fries 
RYLEYCARLOCK 
&APPLEWHITE 
Attorneys 
Board of Supervisors 
Maricopa County, Arizona 
Board of Directors 
of The Industrial Development Authority 
of the County of Maricopa 
January 14, 2020 
Page 6 
Ryley, Carlock & Applewhite