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Squire Patton Boggs (US) LLP 2325 E. Camelback Road, Suite 700 Phoenix, Arizona 85016 O +1 602 528 4000 F +1 602 253 8129 squirepattonboggs.com 1101261926\1\ May 9, 2024 To: Board of Supervisors Board of Directors Maricopa County, Arizona The Industrial Development Authority of the County of Maricopa Re: Not to Exceed $400,000,000 –Single Family Mortgage Revenue Bonds Ladies and Gentlemen: At the Board of Directors’ meeting of The Industrial Development Authority of the County of Maricopa (the “Maricopa IDA”) on May 14, 2024, the Maricopa IDA Board will be asked to grant final approval and adopt a resolution authorizing the joint issuance and sale by Maricopa IDA and The Industrial Development Authority of the City of Phoenix, Arizona (the “Phoenix IDA” and, together with the Maricopa IDA, the “Authorities”), in multiple series and subseries, of not to exceed $400,000,000 single family mortgage revenue bonds (the “Series 2024 Program Bonds”). This letter provides a summary of the proposed joint issuance of the Series 2024 Program Bonds and implementation of the plan of finance. AUTHORITY The Maricopa IDA 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”). The Phoenix IDA is an Arizona nonprofit corporation, formed with the permission of the City of Phoenix and incorporated under and pursuant to the Act. Each of the Authorities has the statutory authority to issue single family mortgage revenue bonds pursuant to the Act. PRIOR SFMRB FINANCING The Authorities have been joint issuers of single family mortgage revenue bonds (“SFMRBs”) since 2000, with a hiatus during historically low mortgage interest rates, and prior to establishment of the Platinum Program (defined below) had jointly issued over $725 million in SFMRBs. Since 2012, the Authorities have also collaborated on a non-bond, market rate homebuyer assistance program called the Home in Five Advantage Program. In 2023, the Authorities began operating a new joint single family program to finance homes located throughout Maricopa County, including the City of Phoenix, known as the “Home in Five Board of Supervisors Board of Directors May 9, 2024 Page 2 1101261926\1\ Platinum Program” (the “Platinum Program”). In connection with the establishment of the Platinum Program, the Authorities, Maricopa County and the City of Phoenix entered into a Cooperative/Intergovernmental Agreement related to the issuance of $200 million of SFMRBs to provide funds for the Platinum Program. To date, the Authorities have sold $130 million of SFMRBs and expect to issue the remaining $70 million of authorized SFMRBs by the end of June 2024. In order to continue to fund the Platinum Program, the Authorities, Maricopa County and the City of Phoenix must enter into a new Cooperative/ Intergovernmental Agreement for The Industrial Development Authority of the City of Phoenix, Arizona and The Industrial Development Authority of the County of Maricopa Series 2024 Single Family Mortgage Revenue Bond Program (the “Series 2024 Program”) and issuance of the Series 2024 Program Bonds. THE PLATINUM PROGRAM The Series 2024 Program Bonds are being issued to continue to finance the Platinum Program which provides funds to assist low and moderate income homebuyers acquire single-family homes located within Maricopa County, including the City of Phoenix. The Platinum Program offers below market mortgage rates, with downpayment assistance second loans. The Authorities anticipate that the Series 2024 Program Bonds will be issued over the next few years in multiple series ranging in size from $50 million to $100 million. The initial series of Series 2024 Program Bonds is expected to be issued in August or September 2024, but is dependent upon the Authorities receiving an allocation of the Arizona private activity “volume cap.” If no allocation is obtained, the initial series of Series 2024 Program Bonds will be issued in early 2025 when the Authorities receive their 2025 allocation of Arizona private activity “volume cap” in accordance with Arizona law. It is anticipated that each series of the Series 2024 Program Bonds will receive not less than an “Aa1” rating from Moody’s Investors Service, Inc. NOTIFICATION TO ARIZONA ATTORNEY GENERAL As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the Authorities will notify the Arizona Attorney General of the Authorities’ intention to issue the Series 2024 Program Bonds. TAX EXEMPT FINANCING Pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), the Maricopa County Board of Supervisors must approve the issuance of the Series 2024 Program Bonds after a public hearing following reasonable public notice. On or prior to closing, the Authorities will receive an opinion from Bond Counsel to the effect that interest on any tax-exempt series of the Series 2024 Program Bonds will be exempt from federal and State income taxes. Allocation(s) of the Arizona “volume cap” is required for the issuance of the Series 2024 Program Bonds. Board of Supervisors Board of Directors May 9, 2024 Page 3 1101261926\1\ FINANCING PARTICIPANTS The major participants in the financing of the Series 2024 Program Bonds are as follows: Issuers: The Industrial Development Authority of the County of Maricopa and The Industrial Development Authority of the City of Phoenix, Arizona Issuers’ Counsel: Squire Patton Boggs (US) LLP Underwriter: Stifel, Nicolaus & Company, Incorporated Underwriter’s Counsel: Greenberg Traurig, LLP Bond Counsel: Kutak Rock LLP Trustee: U.S. Bank Trust Company, National Association Financial Advisor: CSG Advisors Incorporated Program Administrator: Housing and Development Services, Inc., dba eHousingPLUS Program Servicer: Lakeview Loan Servicing, LLC PRINCIPAL FINANCING DOCUMENTS Document Parties Cooperative/Intergovernmental Agreement Issuers, Maricopa County, City of Phoenix General Indenture of Trust (previously executed) Issuers and Trustee Series Indenture Issuers and Trustee Series 2024 Program Bonds Issuers Bond Purchase Agreement Issuers and Underwriter Official Statement Issuers Continuing Disclosure Agreement Issuers and Trustee, as dissemination agent Standards and Requirements Issuers General Plan Issuers Board of Supervisors Board of Directors May 9, 2024 Page 4 1101261926\1\ Program Servicing Agreement (previously approved and executed) Issuers and Program Servicer Program Administration Agreement (previously approved and executed) Issuers and Program Administrator Master Mortgage Purchase Agreement (previously approved and executed) Issuers and mortgage loan lenders Notice to the Governing Bodies of Cities and Towns in Maricopa County Issuers FINAL APPROVAL At the Maricopa IDA Board meeting on May 14, 2024, the Maricopa IDA Board will be asked to grant final approval and adopt a resolution authorizing the issuance and sale of the Series 2024 Program Bonds and related matters. The Phoenix IDA is expected to adopt a final approval resolution on May 16, 2024. The City Council of the City of Phoenix, Arizona is being requested, at its meeting on June 12, 2024, to approve the proceedings under which the Series 2024 Program Bonds are to be issued and other related matters. BOARD OF SUPERVISORS APPROVAL Under the provisions of A.R.S. § 35-721.B., the proceedings under which the Series 2024 Program Bonds are to be jointly issued by the Authorities are required to be approved by the Maricopa County Board of Supervisors. Also, pursuant to Section 35-706.D of the Act, the Standards and Requirements adopted by the Authorities for the Series 2024 Program require the approval of the Maricopa County Board of Supervisors, and, pursuant to Section 35-726.A of the Act, the General Plan adopted by the Authorities for the Series 2024 Program require the approval of the Maricopa County Board of Supervisors. The Maricopa County Board of Supervisors is being requested, at its meeting on June 12, 2024, to act as required by law to adopt a resolution approving the proceedings for the issuance of the Series 2024 Program Bonds under the Act and with respect to Section 147(f) of the Code, and to enter into the Cooperative/Intergovernmental Agreement for the Series 2024 Program. 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 issued by Maricopa IDA, jointly or otherwise, or for the performance of any pledge, mortgage, obligation or agreement of any kind undertaken by Maricopa IDA, and none of the bonds or any of its obligations shall be construed to constitute an indebtedness of Maricopa County within the meaning of any constitutional or statutory provision. Board of Supervisors Board of Directors May 9, 2024 Page 5 1101261926\1\ LEGAL COUNSEL RECOMMENDATION As counsel to the Authorities in connection with the Series 2024 Program, we have reviewed drafts of the principal financing documents and based upon our review of such and our review of the proceedings to date relating to the proposed issuance of the Series 2024 Program Bonds, we believe the principal financing documents are now in substantially final form, adequately meet the requirements of the Act, and are in both form and substance acceptable for the Maricopa IDA Board and Maricopa County Board of Supervisors to act upon, and that the Resolution of the Maricopa IDA Board authorizing the issuance and sale of the Series 2024 Program Bonds and related matters and the Resolution of the Maricopa County Board of Supervisors approving the proceedings under which the Series 2024 Program Bonds are to be jointly issued by the Authorities and related matters, are in form and substance acceptable for adoption.