MINUTES OF SPECIAL MEETING OF
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE CITY OF PEORIA, ARIZONA

June 21, 2006



A Special Meeting of the Board of Directors of The Industrial 
Development Authority of the City of Peoria, Arizona (the 
"Authority") was convened at 8401 West Monroe Street, Ironwood 
First Floor Conference Room, Peoria, Arizona, in open and public 
session at 4:00 P.M. on Wednesday, June 21, 2006.
Board Members Present:  Directors Jerry Gauthier, Michael 
Bellard, Kenneth Compton, Janice Drake and Carnell Murrell.
Board Members Absent:   Directors Caron Sada and Shelley 
Bade.
Others Present: William F. Wilder, legal counsel to the Authority; 
Stephen Kemp, Peoria City Attorney; and Bryant D. Barber, Esq.
Conduct of Business:  Jerry Gauthier, President of the Authority, 
presided at the meeting, and William F. Wilder served as recording 
secretary at the meeting.
Minutes of December 8, 2005 Special Meeting:  The minutes of 
the Special Meeting of the Authority held on December 8, 2005 
were presented to the Directors, and upon a motion made by Mr. 
Compton and seconded by Mr. Murrell, the minutes were approved 
as presented.
NEW BUSINESS
Mr. Gauthier called upon Mr. Wilder to discuss with the Board 
matters pertaining to the Internal Revenue Service’s examination of 
the proceedings of the Authority relating to the issuance of Bonds in 
1999 for the benefit of the Arizona Retirement Centers, Inc., the 
Sierra Winds Life Care Retirement Community (the “Bonds”).
Mr. Wilder advised that he had been contacted by a representative 
of the IRS; indicated that the Authority had been randomly selected 
for an examination of proceedings relating to the Bonds; and 
advised that a few hours prior to the meeting, he had received a 
letter from the Internal Revenue Service dated June 21, 2006, 
advising with regard to the examination, requesting for production 
of various materials and providing of information both by the 
Authority and the Arizona Retirement Centers, Inc.
Mr. Wilder explained that in 1994 when his firm had accepted the 
engagement to serve as the Authority’s Counsel, the Authority had 
been advised and made aware that Mr. Wilder’s firm represented 
the Arizona Retirement Centers, Inc., with regards to its Sierra 
Winds Life Care Retirement Community, and that if matters relating 
to the latter would to come before the Authority Board, Mr. Wilder’s 
firm would need to continue to represent the Arizona Retirement 
Centers, Inc. and that special counsel would need to be selected by 
the Authority to provide representation to it.  Mr. Wilder explained 
that in 1999, when the Bonds had been issued, his firm had 
stepped aside as Authority’s Counsel and represented Arizona 
Retirement Centers, Inc., in connection with the proceedings for the 
issuance of the Bonds.
Mr. Wilder advised that he was recommending the engagement of 
Bryant D. Barber, Esq. of the Lewis and Roca LLP law firm, to 
service as special counsel with regard to the IRS examination, on 
the basis of experience that Mr. Barber and firm have in regard to 
such matters based upon their representation of other major issuing 
authorities.  Mr. Wilder further advised that he has a good working 
relationship with Mr. Barber although he would have equally good 
working relationships with other counsel if the Board was inclined to 
select different counsel.
Mr. Kemp advised that as City Attorney, he was well acquainted 
with the Lewis and Roca law firm; that the firm represented the City 
of Peoria on various matters; and that he was comfortable with the 
selection of Mr. Barber as special counsel to the Authority.
Discussion then followed and various questions were asked of Mr. 
Barber by different members of the Board and in turn, Mr. Barber 
outlined for the Board the manner in which he would propose to 
undertake representation with regard to the matter.
Specifically, Board members inquired as to whether the Authority 
would be responsible for the payment of Mr. Barber’s fees. The 
Board was advised that under the indemnification agreements 
entered into by Arizona Retirement Centers, Inc. as part of the 
proceedings for the issuance of the Bonds, Arizona Retirement 
Centers, Inc. will be responsible for indemnifying the Authority for 
any costs incurred in connection with the examination.
After further discussion and upon a motion made by Ms. Drake and 
seconded by Mr. Bellard, the following resolution was unanimously 
adopted:
RESOLVED, that the Authority engage 
the services of Bryant D. Barber, Esq. of 
the law firm of Lewis and Roca LLP to 
service as special counsel to the 
Authority in connection with all matters 
relating to the examination by the 
Internal Revenue Service of the 
proceedings of the Authority relating to 
the issuance in 1999 of its Bonds for the 
benefit of the Arizona Retirement 
Centers, Inc., Sierra Winds Life Care 
Community Project; and in this regard, 
Mr. Barber and such other members of 
his firm as designated by Mr. Barber are 
hereby designated as agents and 
attorneys-in-fact for the Authority for the 
purposes of representation before the 
Internal Revenue Service, with regard to 
the subject matter, and the Officers of 
the Authority are hereby authorized and 
directed to executed IRS Form 2848 
Power of Attorney and Declaration of 
Representative and any such other 
documents as required to evidence the 
authority of Mr. Barber to represent the 
Authority before the Internal Revenue 
Service.  
RESOLVED FURTHER, that the 
Authority understands that the firm of 
Ryley, Carlock & Applewhite will 
represent Arizona Retirement Centers, 
Inc. in connection with such Internal 
Revenue Service examination and the 
Authority expressly consents thereto.
OTHER BUSINESS
There was no other business to come before the meeting.
ADJOURNMENT
There being no further business to come before the Board, the 
meeting was duly adjourned at 4:45 p.m.


/s/	
Secretary
 
 
 
 
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9/20/07