IDAMC RESOLUTION.PDF

A PROFESSIONAL CORPORATION
One North Central Avenue, Suite 1200
&APPLEWHITE Phoenix, Arizona 85004-4417
Attorneys P 602.440.4800 F 602.257.9582
Offices in Arizona & Colorado
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William F. Wilder
Direct Line: 602-440-4802
Direct Fax: 602-257-6902
E-mail: wwilder@rcalaw.com
April 7, 2016
To: Members of Board of Directors
of The Industrial Development
Authority of the County of Maricopa
Re: Not to Exceed $12,000,000 — The Industrial Development Authority of
the County of Maricopa Multifamily Residential Housing Revenue
Note (Alta Vista Village Project), Series 2016
Ladies and Gentlemen:
At the Authority Board meeting on April 12, 2016, you will be asked to grant
final approval to the financing for Alta Vista Village Project and to adopt a resolution
authorizing the issuance and sale of the note as described above (the "Note"). The purpose
of this letter is to provide you with a summary review of the proposed financing.
This transaction is being structured as a tax-exempt note transaction rather
than a bond transaction, and has been designed and structured under the Federal Home Loan
Mortgage Corporation ("Freddie Mac") ("Tax Exempt Loan Program").
THE APPLICANT/BORROWER
The Applicant/Borrower for financing is Alhambra Partners LP, an Arizona
limited partnership.
THE PROJECT
The Project to be financed with the proceeds of the Note consists of the
acquisition, rehabilitation, equipping and operation of an approximately 182-unit multifamily
residential rental housing property commonly known as Alta Vista Village, located at 4540-
4647 North 39th Avenue, Phoenix, Arizona.
PRELIMINARY APPROVAL
The Applicant/Borrower heretofore submitted its Application for financing to
the Authority, and on March 8, 2016, the Authority Board considered the Application and
granted preliminary approval for the issuance of the Note.
3976523.1
03/30/16

LJYHiLi
Members of Board of Directors &APPLEWHITE
of The Industrial Development Authority Attorneys
of the County of Maricopa
April 7, 2016
Page 2
NOTIFICATION TO ARIZONA ATTORNEY GENERAL
As required by the provisions of Arizona Revised Statutes, Section 35-721.F,
the Authority has notified the Arizona Attorney General of the Authority's intention to issue
the Note and within the time period prescribed by law the Arizona Attorney General has not
objected to the issuance of the Note.
PUBLIC HEARING
On March 8, 2016, ahead of the Authority Board meeting, an authorized
representative of the Authority conducted a public hearing as prescribed by Section 147(f) of
the Internal Revenue Code of 1986, as amended, with respect to the proposed issuance of the
Note. No persons appeared to comment or be heard at the public hearing. A Report of
Public Hearing will be provided to the Maricopa County Board of Supervisors.
ALLOCATION FOR TAX EXEMPT FINANCING
The Applicant/Borrower has received from the Arizona Commerce Authority
an allocation of the Arizona "volume cap" in an amount sufficient to cover the amount of the
Note.
FINANCING PARTICIPANTS
The major participants in the financing are as follows:
Issuer: The Industrial Development Authority of the County of
Maricopa
Applicant/Borrower: Alhambra Partners LP
Fiscal Agent: U.S. Bank National Association
Note Counsel: Pacifica Law Group LLP (Faith Pettis, Esq.)
Applicant/Borrower Counsel: Rosenbaum Goldenhersh, P.C. (Brad Britzmann, Esq.)
Initial Funding Lender: Sterling Bank
Funding Lender: Greystone Servicing Lender, Inc.
Permanent Lender: Federal Home Loan Mortgage Corporation

Members of Board of Directors &APPLEWHITE
of The Industrial Development Authority Attorneys
of the County of Maricopa
April 7, 2016
Page 3
PRINCIPAL FINANCING DOCUMENTS
Document
Construction Phase Financing Agreement
Funding Loan Agreement
Project Loan Agreement
Construction Phase Project Mortgage
Governmental Note
Construction Phase Project Note
Regulatory Agreement
PLAN OF FINANCING
The Borrower, Alhambra Partners LP, has sought and will obtain 4% housing
tax credits from the Arizona Department of Housing which will be sold to a Berkshire
Hathaway affiliate, Affordable Housing Partners, in order to provide a substantial equity
investment in the Project financing.
The Authority, Sterling Bank, as Initial Funding Lender, and U.S. Bank
National Association, as Fiscal Agent, are entering into the Funding Loan Agreement
whereunder the tax-exempt note of the Authority will be issued and acquired by Sterling
Bank and in exchange, the Authority, the Fiscal Agent and the Borrower will enter into the
Project Loan Agreement.
Sterling Bank will be advancing funds to the Borrower which, when added to
other funds available to the Borrower, will enable it to acquire, rehabilitate, equip and
operate the Project, as described above.
Under the financing structure, Sterling Bank will, in effect, be the construction
lender, responsible for overseeing all construction related work and supervising the
construction related work to rehabilitate the Project.
At the point in time that the Project work is complete, the loan ("Note")
converts from a construction loan to a peimanent loan and will be acquired by Greystone
Servicing Corporation, Inc. which will hold the loan ("Note") for ultimate acquisition by
Freddie Mac. It, in turn, will hold the loan for a temt of approximately 18 more years.

Members of Board of Directors
of The Industrial Development Authority
of the County of Maricopa
April 7, 2016
Page 4
During both the construction and permanent phases, the Loan/Note will bear
interest at fixed rates to be set prior to the anticipated closing on April 29, 2016 (although the
interest rates during the construction and permanent phases may be different rates).
As mentioned above, this financing transaction is being structured to meet the
requirements of a Freddie Mac Direct Purchase Tax-Exempt Loan Program, basically using
documents prepared and prescribed by Freddie Mac.
This Program, while different from traditional bond financings, is designed to
assure that a qualified borrower with an eligible project can obtain long term permanent
financing at a low interest rate in order to help develop an inventory of affordable
multifamily residential housing.
The Project will be encumbered by a Regulatory Agreement which will be
designed to assure that the Borrower sets aside a sufficient number of dwelling units to meet
Internal Revenue Code requirements which assure that the Project is providing affordable
living units.
FINAL APPROVAL
At the Authority Board meeting on April 12, 2016, the Board will be
requested by the Applicant/Borrower to grant final approval to the application for financing
and to adopt a resolution authorizing the issuance and sale of the Note. A copy of the
proposed form of resolution to be adopted is included in the Board packages.
BOARD OF SUPERVISORS APPROVAL
If the Authority Board acts to grant final approval for the financing and to
adopt a resolution authorizing the issuance and sale of the Note, the Maricopa County Board
of Supervisors will be requested, at its meeting on April 20, 2016, to act as required by law to
adopt a resolution approving the proceedings of the Authority for the issuance of the Note.
TRANSACTION CLOSING
If the required approvals of the Authority and the Maricopa County Board of
Supervisors are received, it is currently anticipated that the Note will be issued prior to the
end of April, 2016.
LEGAL COUNSEL RECOMMENDATION
As counsel to the Authority, we have reviewed drafts of the principal
financing documents, we have been advised that these documents are now in substantially

Members of Board of Directors &APPLEWHITE I
of The Industrial Development Authority Attorneys
of the County of Maricopa
April 7, 2016
Page 5
final form, and based upon our review of such and our review of the proceedings of the
Authority to date relating to the proposed issuance of the Note, we believe the financing
documents and proceedings are in substantial conformance with the policies and guidelines
of the Authority and are in both form and substance acceptable for the Authority Board to act
upon and that the Resolution presented to the Authority Board relating to authorizing the
issuance and sale of the Note, and related matters, is in form and substance acceptable for the
Authority Board to adopt.

A PROFESSIONAL CORPORATION
RYLEYCARLOCK One North Central Avenue, Suite 1200
&APPLEWHITE Phoenix, Arizona 85004-4417
Attorneys P 602.440.4800 F 602.257.9582
William Direct Line: F. Wilder 602-440-4802 Offices in Arizona & Colorado
Direct Fax: 602-257-6902 www.rcalaw.com
E-mail: wwilder@rcalaw.com
April 13, 2016
HAND DELIVERED
Maricopa County 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
Multifamily Note (Alta Vista Village Project), Series 2016 in an amount
not to exceed $12,000,000
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 April 20, 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 note.
The form 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 note.
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 note, was conducted by a
representative of the Maricopa IDA on March 8, 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 April
20, 2016.
Enclosed herewith for your information is a copy of my report letter, dated
April 7, 2016, to the Maricopa IDA Board with regard to the proposed note financing, setting
forth in some detail information regarding the project being financed and the financing terms.
3985227.1
04/13/16

Ms. Fran McCarroll &A P P L E '1 HITE
April 13, 2016 Attorneys
Page 2
Certainly let me know if or to the extent you have any questions.
Yours very truly,
William F. Wilder
Enclosures
cc w/enc.: Ms. Fran McCarroll
Ms. Shelby Scharbach, Executive Director
710636.1
4/13/2016

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF
MARICOPA AUTHORIZING THE ISSUANCE OF ITS MULTIFAMILY
NOTE (ALTA VISTA VILLAGE PROJECT), SERIES 2016, IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,000,000,
FOR THE PURPOSE OF FINANCING THE ALTA VISTA VILLAGE
PROJECT; APPROVING THE FORM OF, AND AUTHORIZING THE
EXECUTION AND DELIVERY BY THE AUTHORITY OF, A FUNDING
LOAN AGREEMENT, PROJECT LOAN AGREEMENT AND RELATED
DOCUMENTS.
WHEREAS, The Industrial Development Authority of the County of Maricopa (the
"Authority"), is a nonprofit corporation designated a political subdivision of the State of Arizona
incorporated with the approval of the County of Maricopa (the "County"), empowered under the
Industrial Development Financing Act, A.R.S. § 35-701 et seq. (the "Act");
WHEREAS, the Authority is authorized and empowered, among other things, to issue
bonds to carry out any of its powers, to make 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), and to collect interest on the loans and pledge the proceeds of loan
agreements as security for the payment of the principal and interest of any agreements made in
connection with the loan, whenever the board of directors of the Authority finds the loans to
further advance the interest of the corporation or the public;
WHEREAS, Alhambra Pal tilers L.P., an Arizona limited partnership (the "Borrower"),
has requested that the Authority provide tax-exempt financing to assist the Borrower with
(i) financing a portion of the costs of the acquisition, rehabilitation, equipping and operation of an
approximately 182-unit multifamily residential rental housing property commonly known as Alta
Vista Village, located at 4540-4647 N. 39 th Avenue in Phoenix, Arizona, and (ii) paying certain
costs and expenses related to such financing (collectively, the "Project");
WHEREAS, the Authority proposes to obtain a separate loan (the "Funding Loan") from
Sterling Bank, a Missouri non-fiduciary trust company (the "Initial Funding Lender") in order to
provide funds to make a loan (the "Project Loan" and together with the Funding Loan, the
"Loans") to the Borrower; and
WHEREAS, the Funding Loan is evidenced by the Authority's tax-exempt Multifamily
Note (Alta Vista Village Project), Series 2016 (the "Note"), issued in the aggregate principal
amount of not to exceed $12,000,000;
WHEREAS, the Project Loan will be evidenced by a promissory note (the "Project
Note") made by the Borrower in favor of the Authority;
WHEREAS, the Project Loan and the Project Note will be assigned and endorsed by the
Authority to U.S. Bank National Association, as fiscal agent (the "Fiscal Agent"), as security for
the Funding Loan;
IDAMC Resolution

WHEREAS, the Authority has received an offer to make the Funding Loan in exchange
for the Note from the Initial Funding Lender (the "Loan Commitment");
WHEREAS, upon the satisfaction of certain conversion conditions, the Project Loan and
Project Note will be amended and restated and will convert from the construction phase to a
permanent phase, and the Funding Loan and Note will be acquired by Greystone Servicing
Corporation, Inc. ("Greystone");
WHEREAS, The Federal Home Loan Mortgage Corporation, a shareholder-owned
government-sponsored enterprise ("Freddie Mac"), has entered into a commitment with
Greystone whereby Freddie Mac has committed, subject to the satisfaction of the certain
conversion commitments, to facilitate the permanent financing of the Project by purchasing the
Funding Loan and Note from Greystone;
WHEREAS, there has been presented to this meeting and there are on file with the
Authority forms of the following documents relating to the Note and the Loans (the
"Documents"):
(1) Funding Loan Agreement among the Authority, the Initial Funding Lender and
U.S. Bank National Association (the "Fiscal Agent");
(2) Project Loan Agreement among the Authority, the Borrower and the Fiscal Agent;
(3) Regulatory Agreement between the Authority and the Borrower;
(4) Project Note by the Borrower in favor of the Authority, and endorsed to the Fiscal
Agent;
(5) Construction Loan Agreement between the Initial Funding Lender and the
Borrower; and
(6) Construction Phase Financing Agreement among the Initial Funding Lender,
Greystone and Freddie Mac;
WHEREAS, it appears to this Board of Directors of the Authority that (a) the execution
and delivery of the Funding Loan Agreement, the Project Loan Agreement and the Regulatory
Agreement and the endorsement of the Project Note (together, the "Note Documents") by the
Authority and the issuance, making and delivery of the Note by the Authority will be in the
furtherance of the purposes of the Act and the Authority; (b) each Note Document is in
appropriate form and is an appropriate instrument to be executed and delivered by the respective
parties named therein; and (c) the execution and delivery of the Documents by the respective
parties named therein are in furtherance of the purposes of the Act and the Authority.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF
MARICOPA, as follows:
IDAMC Resolution 2

1. It is hereby determined that: (a) the Project to be financed with the Note is a
"project" as defined in and permitted by the Act, and the financing of the Project is consistent
with the purposes of the Act and will benefit the people of the County; and (b) the financing of
the Project will require the issuance, making and delivery of the Note as hereinafter provided.
2. Pursuant to the Act and for the purposes of providing money to make the Project
Loan to the Borrower for financing the Project, the Authority hereby authorizes and approves the
issuance of the Note to be designated "The Industrial Development Authority of the County of
Maricopa Multifamily Note (Alta Vista Village Project), Series 2016" and its delivery to Sterling
Bank upon the terms set forth in the Loan Commitment.
The Note shall be issued in the aggregate principal amount of not to exceed $12,000,000,
with the final aggregate principal amount to be determined by the Initial Funding Lender. The
Note shall bear interest at the rates set forth in the Funding Loan Agreement and shall mature no
later than April 29, 2034, all as provided in the Funding Loan Agreement and in the Loan
Commitment.
The Note may be subject to optional and mandatory prepayment prior to maturity; shall
be issued in fully registered form only; and shall be dated and shall bear interest from its date, all
as provided in the Funding Loan Agreement. The Note shall be delivered to the Initial Funding
Lender to evidence the Funding Loan and may be transferred, upon satisfaction of the conditions
set forth in the Funding Loan Agreement and the Construction Phase Financing Agreement, to
Greystone and subsequently to Freddie Mac.
The Note shall be a limited obligation of the Authority, with principal of, premium, if
any, and interest on the Note payable by the Authority solely from the Revenues and other funds
and moneys and the Pledged Security as defined in and pledged and assigned under the Funding
Loan Agreement. The Note does not constitute a general obligation of the Authority. The Note
does not constitute an indebtedness or obligation of the State of Arizona or the County within the
meaning of any State statutory limitation, or give rise to a pecuniary liability of the State, the
Authority or the County.
3. The Authority hereby authorizes and approves the making of the Project Loan to
the Borrower, as evidenced by the Project Note in the aggregate principal amount of not to
exceed the principal amount of the Note.
4. The form, terms and provisions of the Note, the Project Note and the Note
Documents in the form presented to this meeting, are hereby approved, with such insertions,
deletions and changes as are not inconsistent with the Loan Commitment and this Resolution, as
are approved by any officer or the Executive Director (each an "Authority Officer") (which
approvals will be conclusively demonstrated by the execution or approval thereof by an
Authority Officer).
5. Any Authority Officer is hereby authorized and directed to execute the Note and
the final Note Documents and all related certificates and other instruments contemplated by the
Note Documents, containing terms not inconsistent with the Loan Commitment and this
Resolution, and to execute and deliver all such documents on behalf of the Authority as may be
I DAMC Resolution

necessary or desirable to effectuate the intent of this Resolution in connection with the execute issuance and
of the Note. Such authority and direction shall include the authority and direction to
deliver a tax compliance certificate and required tax forms on behalf of the Authority.
6. U.S. Bank National Association is approved and appointed as fiscal agent under
the Funding Loan Agreement with respect to the Note.
7. The foregoing resolutions and approvals are hereby conditioned upon the granting
of approval to the issuance of the Note by the Maricopa County Board of Supervisors.
8. All actions taken by the officers, directors and agents of the Authority that are in
conformity with the purposes and intent of this Resolution are hereby ratified, confirmed,
authorized and approved.
9. Any provisions of any procedural pamphlets and resolutions of the Authority waiver
inconsistent herewith are hereby waived to the extent only of such inconsistency. or resolution This or any
shall not be construed as repealing any bylaw, order, procedural pamphlet
part thereof
10. All formal actions of the Authority and its Board of Directors concerning formal this
Resolution were adopted in an open meeting and all deliberations that resulted requirements in those of the
actions were in meetings open to the public, in compliance with the legal
State of Arizona and the Authority.
11. Notice of Arizona Revised Statutes Section 38-511 is hereby given. The
provisions of that statute are by this reference incorporated herein to the extent applicable to
matters contained herein under the laws of the State of Arizona.
This resolution shall be effective immediately.
[Remainder of Page Intentionally Left Blank]
4
IDAMC Resolution

ADOPTED AND APPROVED on April 12, 2016.
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA
By
Authorized Officer