STEEPLE CHASE 2022 - REPORT LETTER FOR BOS.PDF

John J. Fries 
T (602) 440-4819 
Email: jfries@clarkhill.com 
 
Clark Hill 
3200 North Central Avenue, Suite 1600 
Phoenix, AZ 85012 
T (602) 440-4800  
F (602) 257-9582 
 
268085520.v1-9/7/22 
September 7, 2022 
 
 
To: 
Board of Supervisors  
 
 
Board of Directors of 
 
Maricopa County, Arizona 
 
 
The Industrial Development Authority 
 
 
 
 
 
 
 
of the County of Maricopa 
Re: 
Not to Exceed $20,000,000 The Industrial Development Authority of the County 
of Maricopa Multifamily Note (Steeple Chase Apartments Project), Series 2022A 
and Subordinate Multifamily Note (Steeple Chase Apartments Project) Series 
2022B 
Ladies and Gentlemen: 
At the September 13, 2022 meeting of The Industrial Development Authority of 
the County of Maricopa (the “Authority”), the Authority Board will be asked to grant final 
approval to the financing for the Steeple Chase Apartments Project and to adopt a resolution 
authorizing the issuance and sale of the notes as described above.  The purpose of this letter is to 
provide a summary review 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 Steeple Chase Preservation Apartments, 
LLC, a Washington limited liability company (“Borrower”).  The managing member of the 
Borrower is Steeple Chase Manager, LLC, a Washington limited liability company.

Board of Supervisors 
Maricopa County, Arizona 
Board of Directors  
of The Industrial Development Authority  
of the County of Maricopa 
September 7, 2022 
Page 2 
 
 
 
THE PROJECT 
The Project to be financed consists of the acquisition, rehabilitation, equipping and 
operating of an existing 110-unit multifamily rental housing project located at 8610 North 91st 
Avenue, Peoria, Arizona, commonly known as Steeple Chase Apartments (the “Apartments”).  
The Project is located in Supervisorial District 4. 
At the Authority’s meeting on July 13, 2021, the Authority’s Board granted 
preliminary approval to the Borrower to acquire, construct, improve, rehabilitate and equip the 
Apartments (the “Project”).  Since then, the Borrower has acquired the Apartments from Western 
Steeplechase L.P., an unrelated third party, under a Purchase and Sale Contract and paid off the 
Multifamily Housing Revenue Bonds (Steeplechase Apartments Project), Series 2002, previously 
issued to finance the construction of the Apartments.  The Borrower will be using a portion of the 
proceeds of the financing to renovate the Apartments.  Although the Project originally estimated 
financing at not to exceed $16,000,000, increased construction and other costs have caused the 
Borrower to request final approval of financing in an amount not to exceed $20,000,000 in two 
series, including a subordinated financing as described below.  
PLAN OF FINANCING 
The Authority proposes to obtain two loans from KeyBank National Association, a 
national banking association (the “Funding Lender”), evidenced by the Authority’s tax-exempt 
Multifamily Note (Steeple Chase Apartments Project), Series 2022A (the “Note”), and the tax-
exempt Subordinate Multifamily Note (Steeple Chase Apartments Project) Series 2022B (the 
“Subordinate Note”), issued in the aggregate principal amount of not to exceed $20,000,000.    
 
The proceeds received from the Note and the Subordinate Note (collectively, the 
“Notes”), will provide funds to make two loans to the Borrower (the “Project Loans”), evidenced 
by two promissory notes (the “Project Notes”) made by the Borrower in favor of the Authority.  
The Project Loans will be secured by two Multifamily Deeds of Trust on the Apartments.  The 
Authority will assign the Project Loans and the Project Notes to U.S. Bank Trust Company, 
National Association, as fiscal agent (the “Fiscal Agent”) as security for the obligations evidenced 
by the Notes.  The funds provided by the Project Notes, together with contributed equity and other 
capital sources, will be used to finance or refinance the acquisition of the Apartments and to pay 
the necessary costs to acquire, rehabilitate, furnish and equip and pay certain costs of issuance. 
The Federal Home Loan Mortgage Corporation, a shareholder-owned government-
sponsored enterprise (“Freddie Mac”), will enter into a commitment with the Funding Lender to

Board of Supervisors 
Maricopa County, Arizona 
Board of Directors  
of The Industrial Development Authority  
of the County of Maricopa 
September 7, 2022 
Page 3 
 
 
 
provide permanent financing of the Project by purchasing the Funding Loan and Notes from the 
Funding Lender upon satisfaction of the conditions set forth in the Freddie Mac Commitment (the 
“Freddie Mac Purchase Date”).  On the Freddie Mac Purchase Date, the Funding Lender will 
assign to Freddie Mac all of its rights and interest in the Funding Note, the Funding Loan 
Agreement, the Continuing Covenant Agreement and the other financing documents.   
The Apartments will be income and rent restricted by a Regulatory Agreement with 
the Arizona Department of Housing (“ADOH”).  Borrower will agree to affordability 
commitments through the ADOH so that 100% of the units will be designated to be rented at 
affordable levels to tenants earning 60% of Area Medium Income or less.  The Project will also be 
subject to a Regulatory Agreement with the Authority, under which the Borrower will be required 
to set aside 40% of the Project units for persons with annual incomes no greater than 60% of the 
area median income.  
The Borrower will need to obtain an allocation of private activity bonding authority 
from the Arizona Finance Authority.  This allocation will allow the Borrower to seek a reservation 
of 4% Low Income Housing Tax Credits (“4% LIHTC”) authorized by ADOH under its Qualified 
Allocation Plan.  The Borrower proposes to obtain additional financing for the Project using the 
4% LIHTC, estimated at approximately $9,400,000, a deferred developer note of approximately 
$3,929,000 and any gap funding as may be needed from or through the Sponsor or its principals, 
Devco Preservation, LLC, Evan J, Hunden, Michael Volz and David B. Ratliff.     
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 Notes. 
PUBLIC HEARING 
A public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, 
as amended (the “Code”), relating to the issuance of the Notes, will be held by a representative of 
the Authority on August 16, 2022, and a Report of Public Hearing will be submitted to the Clerk 
of the Maricopa County Board of Supervisors. 
ALLOCATION FOR TAX EXEMPT FINANCING 
The Borrower must receive from the Arizona Finance Authority an allocation of 
the Arizona “volume cap” in order for interest on the Notes to be tax exempt.

Board of Supervisors 
Maricopa County, Arizona 
Board of Directors  
of The Industrial Development Authority  
of the County of Maricopa 
September 7, 2022 
Page 4 
 
 
 
The Borrower intends to proceed with the issuance of the Notes on a tax-exempt 
basis and the Project operated in a manner to meet the requirements of the Internal Revenue Code 
for a tax-exempt financing. 
FINANCING PARTICIPANTS 
The major participants in the financing are as follows: 
Authority:  
The Industrial Development Authority of the County of 
Maricopa 
Authority Counsel: 
Clark Hill, a professional corporation 
Borrower:  
Steeple Chase Preservation Apartments, LLC 
Borrower Counsel: 
Winthrop and Weinstine; Lotzar Law Firm, P.C. 
Sponsor 
DevCo Family of Companies 
Initial Funding Lender: 
KeyBank National Association 
Lender Counsel: 
Ballard Spahr 
Fiscal Agent: 
U.S. Bank Trust Company, National Association 
Bond Counsel: 
Pacifica Law Group     
PRINCIPAL FINANCING DOCUMENTS 
Document 
Parties 
Funding Loan Agreement 
 
 
Funding Notes 
 
Project Loan Agreement 
 
Project Notes 
Authority, Funding Lender and Fiscal 
Agent 
 
Authority 
 
Authority, Borrower and Fiscal Agent 
 
Borrower in favor of Authority and 
endorsed to the Fiscal Agent

Board of Supervisors 
Maricopa County, Arizona 
Board of Directors  
of The Industrial Development Authority  
of the County of Maricopa 
September 7, 2022 
Page 5 
 
 
 
Subordinate Project Loan Agreement  
 
Subordinate Funding Loan Agreement 
 
 
Regulatory Agreement  
 
Authority, Borrower and Fiscal Agent 
 
Authority, Funding Lender, Fiscal 
Agent 
 
Authority, Borrower, Fiscal Agent 
 
Multifamily Deeds of Trust, Assignment of Rents 
and Security Agreement, (the “Deeds of Trust”) 
 
Borrower  
Tax Certificate and Agreement (the “Tax 
Certificate”) 
 
Authority and Borrower 
Continuing Covenant Agreement 
Borrower and Funding Lender 
AUTHORITY APPROVAL 
At the Authority Board meeting on August 9, 2022, the Board will be asked by the 
Borrower to grant approval to the application for financing and to adopt a resolution authorizing 
the issuance and sale of the Notes. 
NO LIABILITY ON THE COUNTY OF MARICOPA 
Under the provisions of A.R.S. § 35-742, the County of Maricopa shall not in 
any event be liable for the payment of the principal or interest on the Notes of the Authority 
or for the performance by the Authority of any of its obligations with respect to its bonds 
nor shall any agreements or obligations of the Authority constitute an indebtedness of the 
County of Maricopa within the meaning of any constitutional or statutory provision 
whatsoever. 
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 Notes, the Maricopa County Board of 
Supervisors will be requested to act as required by law to adopt a resolution approving the 
proceedings of the Authority for the issuance of the Notes.

Board of Supervisors 
Maricopa County, Arizona 
Board of Directors  
of The Industrial Development Authority  
of the County of Maricopa 
September 7, 2022 
Page 6 
 
 
 
TRANSACTION CLOSING 
Assuming the required approvals of the Authority and the Maricopa County Board 
of Supervisors are received, it is anticipated that the Notes will be issued in November 2022. 
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 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 Notes, 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 Notes is in form and substance 
acceptable for the Authority Board to adopt.