Northern Arizona Senior Living Community LLC

“The goodman group, llc, manages the project's facilities. Management fees are incurred pursuant to a management agreement based on 5.5% of gross receipts, as approved by hud. The project pays the goodman group, llc an accounting services fee. The accounting fee is based upon the market rate for services. The fee is charged to all projects managed by the goodman group, llc on a pro rata allocation based on net revenues earned. The project pays the goodman group, llc an it fee. The it fee is based upon an allocation of the costs of information technology and related services. The fee is charged to all projects managed by the goodman group, llc on a pro rata allocation based on computer units. The goodman group, llc also provides legal services, which are charged to the project on a per hour basis based on actual costs incurred.”

“No individual committee created by the board has the broad authority to act on behalf of the board.”

“The form 990 is prepared by an independent certified public accounting firm. It is then reviewed by the controller and cpas of the management company. The form 990 is given to each board member in advance of a scheduled meeting of the board for their review. There is discussion of the form 990 at the board meeting with the preparers and the management company's representative prior to board approval of the form 990.”

“Directors, officers, committee members and key employees of the northern arizona senior living community owe such entities a duty of good faith loyalty. Thus, persons holding such positions may not use their positions to profit personally or to assist others in profiting in any way at the expense of any of the northern arizona senior living community. Consequently, responsible persons are required to disclose all conflicts of interest promptly and fully to the chair of the board and the co-chief executive officers of northern arizona senior living community, who shall bring the matter to the attention of the board. If a conflict of interest or potential conflict of interest exists, the person with such conflict is prohibited from participating in the affairs of northern arizona senior living community in connection with the specific contract, transaction or relationship that forms the basis of such conflict of interest, except as expressly permitted under this policy. Each potential conflict of interest must be presented to the board (or a committee designated by the board) for authorization, approval or ratification. The board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to northern arizona senior living community. The decision of the board on these matters will rest in their sole discretion, and their concern must be the welfare of northern arizona senior living community and the advancement of its purpose. The disclosing person shall make a prompt, full and frank disclosure of his or her interest and shall include any known, relevant and material facts about the contract or transaction, including all areas that might reasonably be construed to be adverse to northern arizona senior living community's interests or to be beneficial to the disclosing person. The person with the potential conflict of interest shall be excluded from the discussion and approval of such transaction, except as expressly requested by the board (or other designated committee) and such person shall not be counted in determining any necessary quorum or approval for action to be taken. After disclosure, transactions with parties with whom a conflicting interest exists may be permitted to be undertaken if a competitive bid or comparable valuation exists, if applicable or the board has determined that the terms of the transaction are fair and reasonable; and the board has determined that the transaction is in the best interest of the organization.”

“The organization reviews and approves compensation levels annually during budget review, including pay levels for key employees. To facilitate this review, the organization utilizes an independent management company to research and recommend pay levels. The management company has over 50 years of experience in the senior housing and property management industry with numerous resources to index. Key employees would include executive directors and leadership at the wholly owned entities of the organization, as well as, recommendations of pay levels for members and officers of the board of directors of the organization.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon written request.”