RECKER GARDENS 2026 - SUMMARY LETTER (FINAL APPROVAL).PDF
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8687 East Via de Ventura, Suite 306 Scottsdale, Arizona 85258 www.mcida.com May 21, 2026 To: Board of Supervisors Board of Directors Maricopa County, Arizona The Industrial Development Authority of the County of Maricopa Re: Not-To-Exceed $16,000,000 The Industrial Development Authority of the County of Maricopa Multifamily Housing Revenue Bonds (Recker Gardens Apartments Project) Series 2026 (the “Bonds”) Ladies and Gentlemen: At the meeting of the Board of Directors (the “Board”) of The Industrial Development Authority of the County of Maricopa (the “Authority”) on June 9, 2026, the Board will be asked to grant final approval and adopt a resolution authorizing the issuance and sale of the Bonds for construction of a new multifamily housing project described below (the “Project”). This letter provides a summary of the proposed financing. AUTHORITY The Authority is an Arizona nonprofit corporation designated by law as a political subdivision of the State of Arizona. The Authority was formed with the permission of Maricopa County, Arizona (“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”). APPLICANT/BORROWER The Applicant/Borrower, Recker Gardens Apartments, LLC (the “Borrower”), is a Washington limited liability company. PROJECT The proposed Project will provide 132 units of affordable housing located at 6147 East Main Street, Mesa, Arizona. The Project is located in Supervisorial District No. 2. 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 its intention to issue the Bonds. Board of Supervisors Board of Directors May 21, 2026 Page 2 TAX EXEMPT FINANCING Pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors must approve the issuance of the Bonds after a public hearing following reasonable public notice. A representative of the Authority conducted a public hearing regarding issuance of the Bonds on May 13, 2026. On or prior to closing, the Authority will receive an opinion from Bond Counsel that interest on the tax-exempt Bonds will be exempt from federal and State income taxes. A tax certificate will be executed by the Authority and Borrower to evidence various representations and agreements aimed at establishing and preserving the tax-exempt status of the Bonds. ALLOCATION FOR TAX EXEMPT FINANCING The Borrower must receive an allocation of the Arizona “volume cap” for the Bonds to be qualified private activity bonds under the Code and the interest to be exempt from federal income taxes. The Borrower received confirmation of the required allocation from the Arizona Finance Authority. FINANCING PARTICIPANTS The financing professionals are as follows: Bond Counsel: Pacifica Law Group, LLP Borrower’s Counsel: Winthrop & Weinstine, P.A. / Lotzar Law Firm Lender: Allianz Life Insurance Company of North America Lender’s Counsel: Kutak Rock, LLP Underwriter: Wells Fargo Securities, LLC Trustee/Fiscal Agent: U.S. Bank Trust Company, NA PRINCIPAL FINANCING DOCUMENTS Document Parties Bond Indentures Authority and Trustee Funding Loan Agreement Authority, Fiscal Agent and Lender Borrower Loan Agreement Authority, Fiscal Agent and Borrower Loan Agreement Authority and Borrower Regulatory Agreement Authority, Borrower and Trustee Bond Purchase Agreement Authority, Borrower and Underwriter Board of Supervisors Board of Directors May 21, 2026 Page 3 PLAN OF FINANCING The Authority will issue the Bonds under and pursuant to the terms and provisions of the Bond Indenture in the aggregate principal amount not to exceed $16,000,000. The proceeds from the sale of the Bonds will be loaned by the Authority to the Borrower pursuant to the terms of the Loan Agreements. The Borrower will enter into the Loan Agreements to evidence the obligations of the Borrower to make loan repayments in amounts necessary to pay the principal and interest on the Bonds. Borrower’s repayment obligations will be evidenced by a promissory note. The Project will be subject to the 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. It is anticipated that the Project will be further income and rent restricted by a regulatory agreement executed by the Borrower in connection with 4% low- income housing tax credits from the Arizona Department of Housing. FINAL APPROVAL At its meeting on June 9, 2026, the Authority Board will be asked to grant final approval and adopt a resolution authorizing the issuance and sale of the Bonds and related matters. A form of the Authority Board’s resolution is attached hereto. BOARD OF SUPERVISORS APPROVAL Under the provisions of A.R.S. § 35-721.B., the Bonds to be issued by the Authority require the approval of the Maricopa County Board of Supervisors. The Maricopa County Board of Supervisors is being requested, at its meeting on June 10, 2026, to act as required by law to adopt a resolution approving the issuance of the Bonds under the Act. Under the provisions of the Act, specifically A.R.S. § 35-742, Maricopa County is not in any event liable for the payment of principal or interest on any bonds, notes or other obligations issued by the Authority or for the performance of any pledge, mortgage, obligation or agreement of any kind undertaken by the Authority, and none of the bonds, notes or other obligations, or any of its obligations thereunder, shall be construed to constitute an indebtedness of Maricopa County within the meaning of any constitutional or statutory provision. LEGAL COUNSEL RECOMMENDATION General Counsel to the Authority has reviewed drafts of the principal financing documents and, based upon her review of such and her review of the proceedings of the Authority to date relating to the proposed issuance of the Bonds, she believes the principal financing documents are in substantially final form, adequately meet the requirements of the Act, and are in both form and substance acceptable for the Authority Board to act upon, and that the Resolution of the Authority Board authorizing the issuance and sale of the Bonds and related matters and the Resolution of the Maricopa County Board of Supervisors approving the Bonds to be issued and related matters, are in form and substance acceptable for adoption. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA AUTHORIZING THE ISSUANCE OF ITS MULTIFAMILY REVENUE NOTE (RECKER GARDENS APARTMENTS PROJECT), SERIES 2026A AND SUBORDINATE MULTIFAMILY HOUSING REVENUE BONDS (RECKER GARDENS APARTMENTS PROJECT), SERIES 2026B, IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $16,000,000, FOR THE PURPOSE OF FINANCING THE RECKER GARDENS APARTMENTS; APPROVING THE FORM OF, AND AUTHORIZING THE EXECUTION AND DELIVERY BY THE ISSUER OF A FUNDING LOAN AGREEMENT, A BORROWER LOAN AGREEMENT, AN INDENTURE OF TRUST, A LOAN AGREEMENT, A REGULATORY AGREEMENT, A NON- ARBITRAGE CERTIFICATE AND RELATED DOCUMENTS. WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Issuer”) is an Arizona nonprofit corporation designated as a political subdivision of the State of Arizona (the “State”), incorporated with the approval of Maricopa County, Arizona (the “County”), pursuant to the provisions of the Constitution and the laws of the State and under the Industrial Development Financing Act, Arizona Revised Statutes Section 35-701 et seq., as amended (the “Act”); WHEREAS, the Issuer is authorized and empowered, among other things, to issue revenue obligations and use the proceeds thereof in accordance with the Act, including the making of secured and unsecured loans to finance or refinance the acquisition, construction, improvement, equipping or operating of “projects” as defined in the Act, whenever the Board of Directors of the Issuer finds such loans to further advance the interest of the Issuer or the public; WHEREAS, Recker Gardens Apartments, LLC, a Washington limited liability company (the “Borrower”), has requested that the Issuer provide tax-exempt financing to assist the Borrower with (a) financing a portion of the costs of the acquisition, construction and equipping of a 132-unit multifamily residential rental housing property to be known as Recker Gardens Apartments, located at 6147 East Main Street, Mesa, Arizona (the “Project”), (b) paying a portion of the interest on the Tax-Exempt Obligations (as defined below) through construction and lease up, (c) funding one or more other reserve funds to secure the timely payment of the Tax-Exempt Obligations, if necessary, and (d) paying certain costs of issuing the Tax-Exempt Obligations; WHEREAS, pursuant to a Funding Loan Agreement among the Issuer, U.S. Bank Trust Company, National Association (in such capacity, the “Fiscal Agent”), and Allianz Life Insurance Company of North America (the “Funding Lender”), the Issuer will issue its tax- exempt Multifamily Revenue Note (Recker Gardens Apartments Project), Series 2026A (the “Governmental Note”), in the principal amount of not to exceed $13,000,000 and will use the proceeds of the Governmental Note to make a loan (the “Senior Loan”) to the Borrower pursuant to a Borrower Loan Agreement; 2 WHEREAS, pursuant to an Indenture of Trust between the Issuer and U.S. Bank Trust Company, National Association (in such capacity, the “Trustee”), the Issuer will issue its tax- exempt Subordinate Multifamily Housing Revenue Bonds (Recker Gardens Apartments Project), Series 2026B (together with the Governmental Note, the “Tax-Exempt Obligations”), in the aggregate principal amount of not to exceed $3,000,000 and will use the proceeds of the Bonds to make a subordinate loans (together with the Senior Loan, the “Loans”) to the Borrower pursuant to a loan agreement; WHEREAS, the Governmental Note will be delivered to the Funding Lender or another designee of R4 Capital Funding LLC; WHEREAS, the Bonds will be purchased by Wells Fargo Securities, LLC, in its capacity as underwriter for the Bonds (the “Underwriter”); WHEREAS, there has been presented to this meeting and there are on file with the Issuer forms of the following documents relating to the Tax-Exempt Obligations and the Loans: (1) Funding Loan Agreement among the Issuer, the Fiscal Agent and the Funding Lender (the “Funding Loan Agreement”); (2) Borrower Loan Agreement among the Issuer, the Fiscal Agent and the Borrower (the “Borrower Loan Agreement”); (3) Indenture of Trust between the Issuer and the Trustee (the “Indenture”); (4) Loan Agreement between the Issuer and the Borrower (the “Loan Agreement”); (5) Regulatory Agreement among the Issuer, the Trustee and the Borrower (the “Regulatory Agreement”); (6) Non-Arbitrage Certificate by Issuer (the “Non-Arbitrage Certificate”); and (7) Bond Purchase Agreement among the Issuer, the Borrower and the Underwriter (the “Bond Purchase Agreement”). WHEREAS, it appears to this Board of Directors of the Issuer that (a) the execution and delivery of the Funding Loan Agreement, the Borrower Loan Agreement, the Indenture, the Loan Agreement, the Regulatory Agreement, the Non-Arbitrage Certificate and the Bond Purchase Agreement (together, the “Bond Documents”) by the Issuer and the sale and delivery of the Tax- Exempt Obligations by the Issuer pursuant to the Funding Loan Agreement and the Bond Purchase Agreement, respectively, will be in the furtherance of the purposes and interests of the Issuer; and (b) each Bond Document is in substantially final form and is an appropriate instrument to be executed and delivered by the Issuer. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA, as follows: 3 1. Findings. It is hereby determined that: (a) the Project to be financed with the Tax-Exempt Obligations 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, sale and delivery of the Tax-Exempt Obligations as hereinafter provided. 2. Bond Authorization; Terms; Special Limited Obligations. Pursuant to the Act and for the purposes of providing money to make the Loans to the Borrower for financing the Project, the Issuer hereby authorizes and approves the issuance of the Tax-Exempt Obligations to be designated “The Industrial Development Authority of the County of Maricopa Multifamily Revenue Note (Recker Gardens Apartments Project), Series 2026A” and “The Industrial Development Authority of the County of Maricopa Subordinate Multifamily Housing Revenue Bonds (Recker Gardens Apartments Project), Series 2026B” and the sale and delivery of the (a) Governmental Note to the Funding Lender upon the terms set forth in the Funding Loan Agreement, and (b) Bonds to the Underwriter upon the terms set forth in the Bond Purchase Agreement. The Tax-Exempt Obligations shall be issued in the aggregate principal amount of not to exceed $16,000,000. The Tax-Exempt Obligations shall bear interest at the rates and mature (no later than 40 years after their date of issuance) on the dates set forth in the Funding Loan Agreement and the Indenture, respectively. The Tax-Exempt Obligations 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 their date, all as provided in the Indenture. The Tax-Exempt Obligations shall be limited obligations of the Issuer, with principal of, premium, if any, and interest on the Tax-Exempt Obligations payable by the Issuer solely from the Security as defined in and pledged and assigned under the Indenture. The Tax-Exempt Obligations do not constitute general obligations of the Issuer. The Tax-Exempt Obligations do not constitute indebtedness or obligations of the State or the County within the meaning of any State statutory limitation, or give rise to a pecuniary liability of the State, the Issuer or the County. 3. Approval of Loans. The Issuer hereby authorizes and approves the making of the Loans to the Borrower, as evidenced by the Borrower Loan Agreement and the Loan Agreement, respectively, in an aggregate principal amount not to exceed the aggregate principal amount of the Tax-Exempt Obligations. 4. Approval and Authorization of Bond Documents. The form, terms and provisions of the Tax-Exempt Obligations and the Bond Documents in the forms presented to this meeting, are hereby approved, with such insertions, deletions and changes as are not inconsistent with this Resolution, as are approved by any officer or the Executive Director (each an “Authorized Officer”) (which approvals will be conclusively demonstrated by the execution or approval thereof by an Authorized Officer). 5. Authority to Execute and Deliver Bond Documents and Additional Documents. Any Authorized Officer is hereby authorized and directed to execute the Tax- 4 Exempt Obligations and the final Bond Documents and all related certificates and other instruments contemplated by the Bond Documents, containing terms not inconsistent with this Resolution, and to execute and deliver all such documents on behalf of the Issuer as may be necessary or desirable to effectuate the intent of this Resolution in connection with the issuance of the Tax-Exempt Obligations. Such authority and direction shall include the authority and direction to execute and deliver required tax forms on behalf of the Issuer and any subsequent amendments, waivers or consents entered into or given in accordance with the Bond Documents and related documents. 6. Consent to Engagements. The Issuer consents to Borrower’s request to engage (a) U.S. Bank Trust Company, National Association as (i) Fiscal Agent under the Funding Loan Agreement with respect to the Governmental Note, and (ii) Trustee under the Indenture with respect to the Bonds, and (b) Pacifica Law Group LLP as Bond Counsel. 7. Conditions. The issuance of the Tax-Exempt Obligations shall be conditioned on: (a) the Arizona Attorney General not informing the Issuer that the Project does not come within the purview of the Act in the manner contemplated by Section 35-721.F of the Act; (b) the approval by the Maricopa County Board of Supervisors; (c) all agreements, certificates, documents, or instruments requiring the execution or consent of Issuer being in a form and substance acceptable to the Issuer’s counsel; and (d) the Issuer’s receipt of such opinions, certificates, comfort letters, and consent letters in connection with the Tax-Exempt Obligations as the Issuer’s counsel or advisors may deem necessary or appropriate, in form and substance satisfactory to the Issuer’s counsel and advisors. 8. Ratification. All actions taken by the officers, directors and agents of the Issuer that are in conformity with the purposes and intent of this Resolution are hereby ratified, confirmed, authorized and approved. Further, all actions previously taken in connection with the preparation and publication of a Notice of Public Hearing and the conducting of a public hearing relating to the issuance of the Tax-Exempt Obligations as required by the Internal Revenue Code of 1986, as amended (the “Code”), are also hereby authorized, ratified, and confirmed, and the Issuer hereby approves the issuance of the Tax-Exempt Obligations for all purposes under the Code. 9. Waiver. Any provisions of any bylaw procedural policies, and/or prior resolutions of the Issuer inconsistent herewith are hereby waived to the extent only of such inconsistency. This waiver shall not be construed as repealing any such bylaw, procedural policies or resolution or any part thereof. 10. Open Meeting Laws. All formal actions of the Issuer and its Board of Directors concerning this Resolution were adopted in an open meeting and all deliberations that resulted in those formal actions were in meetings open to the public, in compliance with the legal requirements of the State and the Issuer. 11. Notice. 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. 5 12. Severability; Irrepealability. If any section, paragraph, clause, or provision of this Resolution shall, for any reason, held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution. After the Tax-Exempt Obligations are issued and delivered, this Resolution shall be and remain irrepealable until the Tax-Exempt Obligations and interest thereon shall have been fully paid, canceled, and discharged. 13. Effective Date. This Resolution shall be effective immediately. [Remainder of Page Intentionally Left Blank]