SF2023 - ADDITIONAL INFORMATION.PDF
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ee 8687 East Via de Ventura y www.mcida.com Janis L. Larson janis@mcida.com 602-834-5226 x 1 (Mee RECEIVED October 10, 2023 VIA FED EX OCT 11 2023 : MARICOPA COUNTY Ms. Juanita Garza, Clerk CLERK BOARD OF SUPERVISORS Board of Supervisors, Maricopa County 301 West Jefferson, 10th Floor Phoenix, Arizona 85003-2148 Re: Not to Exceed $200,000,000 The Industrial Development Authority of the County of Maricopa Single Family Mortgage Revenue Bonds, Series 2023 (the “Bonds”) — C-18-24-041-X-00 Dear Ms. Garza: On October 10, 2023, the Board of Directors of The Industrial Development Authority of the County of Maricopa (the “Authority”) adopted a resolution authorizing and approving the issuance of the above-referenced bonds. A copy of the approved resolution is included for the records of Maricopa County. As you and the Board of Supervisors are aware, the approving action of the Authority requires the approval of the Board of Supervisors. We requested to be on the Board of Supervisors’ agenda for the October 18, 2023, meeting (your number C-18-24-041-X-00), and, in this regard, enclosed please find copies of the following documents that you are also being asked to approve: 1. General Plan 2. Standards and Requirements 3. Cooperative/Intergovernmental Agreement 4. Resolution 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 Bonds, was held on October 10, 2023. A copy of the Report of Public Hearing is attached for your records. Finally, I am including a copy of a summary of the project prepared by our legal counsel, Squire Patton Boggs, dated September 26, 2023, which provides more details of the planned financing. Ms. Juanita Garza October 10, 2023 Page 2 Please let me know if you have any questions and, as always, we appreciate the assistance you provide. Yours very truly, L Snis Larson Administrator -—. Enclosures ce: Maricopa County Board of Supervisors Ms. Andrea Cummings Ms. Shelby Scharbach ClarkHill\L0155\440878\266230645.v1-3/7/22 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA AUTHORIZING THE ISSUANCE AND SALE OF SINGLE FAMILY MORTGAGE REVENUE BONDS, JOINTLY WITH THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF PHOENIX, ARIZONA, IN MULTIPLE SERIES PURSUANT TO A PLAN OF FINANCE, IN A PRINCIPAL AMOUNT NOT TO EXCEED $200,000,000 (THE “BONDS”), TO FINANCE THE SERIES 2023 SINGLE FAMILY MORTGAGE REVENUE BOND PROGRAM OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF PHOENIX, ARIZONA AND THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA (THE “PROGRAM”), INCLUDING APPROVAL OF A COOPERATIVE/INTERGOVERNMENTAL AGREEMENT AND OTHER DOCUMENTS FOR THE PROGRAM AND THE BONDS AND RELATED MATTERS WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Maricopa Authority ”) 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 (“Maricopa County ”); and WHEREAS, The Industrial Development Authority of the City of Phoenix, Arizona (the “Phoenix Authority” and, together with the Maricopa Authority, the “Authorities”, is an Arizona nonprofit corporation designated as political subdivision of the State incorporated with the approval of the City of Phoenix, Arizona (the “City ”); and WHEREAS, Title 35, Chapter 5, of the Arizona Revised Statutes, Sections 35-701 et seq. (the “Act”), authorizes the Authorities and each of them to issue revenue bonds to finance directly or indirectly the acquisition, construction, improvement or equipping of projects which are owner- occupied single-family dwelling units to be occupied by persons of low and moderate income; and WHEREAS, the Authorities, the City and Maricopa County will enter into an agreement providing for the Authorities’ cooperation in jointly issuing bonds to finance their Series 2023 Single Family Mortgage Revenue Bond Program (the “Series 2023 Program”) to finance directly or indirectly the acquisition, construction, improvement or equipping of projects which are owner- occupied single-family dwelling units to be occupied by persons of low and moderate income throughout the area within Maricopa County and providing that the combined jurisdictions of the Phoenix Authority and the Maricopa Authority will be the jurisdiction of both of the Authorities for purposes of the Series 2023 Program; and WHEREAS, the Authorities have determined to jointly issue Single Family Mortgage Revenue Bonds in one or more series pursuant to a plan of finance to fund the Series 2023 Program (collectively, the “Series 2023 Program Bonds”), to finance owner-occupied single family dwelling units to be occupied by persons of low and moderate income; and WHEREAS, the proceeds of the Series 2023 Program Bonds, together with certain other moneys described herein, will provide funds to (i) pay all or a portion of the costs of issuance of the Series 2023 Program Bonds, (ii) finance the purchase, without recourse, of GNMA Certificates 4883-1181-8365.6 guaranteed as to timely payment of principal and interest by GNMA and/or Fannie Mae Certificates guaranteed as to timely payment of principal and interest by Fannie Mae and/or Freddie Mac Certificates guaranteed as to timely payment of principal and interest by Freddie Mac (collectively, the “Certificates ”), in each case backed by pools of qualifying mortgage loans (the GNMA Certificates are to be backed by pools of mortgage loans which are insured by FHA or guaranteed by VA, RHS or HUD and the Fannie Mae Certificates and the Freddie Mac Certificates must be backed by pools of conventional mortgage loans, collectively, the “First-Lien Mortgage Loans”) for newly constructed, rehabilitated and existing single family residences to be located within Maricopa County, including areas within the City and within other incorporated cities and towns within Maricopa County (the “Eligible Area”), and (iii) finance the purchase of certain second-lien mortgage loans made in connection with a First-Lien Mortgage Loan to finance the down payment and closing costs associated with such First-Lien Mortgage Loan (the “DPA Second-Lien Mortgage Loans” and, together with the First-Lien Mortgage Loans, the “Mortgage Loans”) which Mortgage Loans will be originated by certain mortgage-lending institutions operating in the Eligible Area (collectively, the “Lenders”) and will be purchased or acquired from the Lenders by the Servicer (defined below), which will cause the Certificates and the DPA Second-Lien Mortgage Loans to be sold to the Trustee (defined below); and WHEREAS, the Series 2023 Program Bonds will be issued under the provisions of a General Indenture of Trust, to be dated the first day of the month in which the initial series of the Series 2023 Program Bonds are issued (the “General Indenture”), and one or more Series Indentures (defined below and, collectively with the General Indenture, the “Indenture”), each among the Authorities and U.S. Bank Trust Company, National Association, as trustee, including any successor trustee appointed pursuant to the Indenture (the “Trustee ”), pursuant to which the Authorities will pledge to the Trustee, for the benefit of the owners of the Series 2023 Program Bonds issued pursuant to the Indenture, the Certificates, other money and securities held by the Trustee under the Indenture, and, if directed by the Authorities, the DPA Second-Lien Mortgage Loans; and WHEREAS, Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter ”), will purchase the Series 2023 Program Bonds, in one or more series, upon the proposed terms and conditions set forth in one or more Bond Purchase Agreements (each a “Bond Purchase Agreement” and, collectively, the “Bond Purchase Agreements”) among the Underwriter and the Authorities; and WHEREAS, pursuant to Sections 35-706.D and 35-726.A of the Arizona Revised Statutes, the Authorities are required to establish standards and requirements (the “Standards and Requirements”) and a general plan (the “General Plan”) with respect to financing owner- occupied single-family dwelling units with the proceeds of bonds issued by the Authorities; and WHEREAS, there have been prepared and presented to the Board of Directors of the Maricopa Authority substantially final forms of the following documents which the Maricopa Authority proposes to approve or authorize (collectively, the “Initial Series Documents ": (a) The General Indenture; 4883-1181-8365.6 (b) () (d) (e) @ (g) (h) (i) GQ) (k) 0) A Series Indenture pursuant to which, together with the General Indenture, the initial series of the Series 2023 Program Bonds will be issued (each such document for the issuance of one or more series of the Series 2023 Program Bonds, a “Series Indenture” and, collectively, the “Series Indentures”), including the form of the initial series of the Series 2023 Program Bonds; A Preliminary Official Statement to be circulated in connection with the offer and sale of the initial series of the Series 2023 Program Bonds (each such document for an offering of one or more series of Series 2023 Program Bonds, a “Preliminary Official Statement” and, collectively, the “Preliminary Official Statements”), and which, upon incorporation of the final terms of the related series of the Series 2023 Program Bonds, will constitute the final Official Statement to be used in connection with the sale of the related series of the Series 2023 Program Bonds (each such document for an offering of one or more series of the Series 2023 Program Bonds, an “Official Statement” and, collectively, the “Official Statements ”); A Bond Purchase Agreement for the initial series of the Series 2023 Program Bonds; A Continuing Disclosure Agreement for the initial series of the Series 2023 Program Bonds (each such document for an offering of one or more series of the Series 2023 Program Bonds, a “Continuing Disclosure Agreement” and, collectively, the “Continuing Disclosure Agreements”); The Servicing Agreement for the Series 2023 Program (the “Program Servicing Agreement”); The Program Administration Agreement for the Series 2023 Program (the “Program Administration Agreement”); The form of Master Mortgage Purchase Agreement for the Series 2023 Program (the “Master Mortgage Purchase Agreement”); The Standards and Requirements for the Series 2023 Program Bonds (the “Standards and Requirements”); The General Plan for the Series 2023 Program Bonds (the “General Plan”); A Notice to the Governing Bodies of Cities and Towns in Maricopa County regarding the Series 2023 Program Bonds; and The Cooperative/Intergovernmental Agreement among the Authorities, the City and Maricopa County relating to the Series 2023 Program (the “Series 2023 Program IGA”); and WHEREAS, the Series Indenture, including the form of Series 2023 Program Bond, Preliminary Official Statement, Bond Purchase Agreement and Continuing Disclosure Agreement 4883-1 181-8365.6 3 for each subsequent series of the Series 2023 Program Bonds (collectively, the “Subsequent Series Documents” and, together with the Initial Series Documents, the “Authority Documents’) will be in substantially the same form as the applicable Initial Series Documents with such changes as are necessary to incorporate the terms of the respective series of the Series 2023 Program Bonds; and WHEREAS, in order to provide continuous financing for borrowers under the Series 2023 Program, the Authorities may purchase Mortgage Loans and Certificates backed by such Mortgage Loans using non-bond sources, and, at such times as proceeds of the Series 2023 Program Bonds become available, may direct the Trustee to use proceeds of the Series 2023 Program Bonds to reimburse such purchases; and WHEREAS, the federal tax laws, particularly Internal Revenue Code Regulation Section 1.150-2, require that any governmental issuer which intends to use bond proceeds to reimburse itself for expenditures paid from non-bond sources declare its intention to so reimburse itself prior to making any such expenditure; and WHEREAS, the issuance and sale of the Series 2023 Program Bonds is in furtherance of the purposes of the Act and in the public interests of the residents of Maricopa County. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of The Industrial Development Authority of the County of Maricopa that: Section 1. Ratification of Actions. All actions (not inconsistent with the provisions of this Resolution) heretofore taken by or at the direction of the Maricopa Authority and its directors, officers, counsel, advisors or agents, including but not limited to the engagement of the Trustee, the Servicer, the Program Administrator (as defined below), the Underwriter, CSG Advisors Incorporated, as financial advisor, Squire Patton Boggs (US) LLP, as counsel to the Authorities, and Kutak Rock LLP, as bond counsel (“Bond Counsel”), directed toward the sale and issuance of the Series 2023 Program Bonds, the implementation of the Series 2023 Program or the origination, sale and acquisition of Mortgage Loans and Certificates are hereby approved and ratified. Section 2. Findings. The Board of Directors finds and determines that (i) the issuance of the Series 2023 Program Bonds for the purpose of financing, directly or indirectly, the acquisition, construction, improvement or equipping of owner-occupied single-family dwelling units to be occupied by persons of low and moderate income throughout the area within Maricopa County and the costs and expenses incidental thereto is in furtherance of the purposes of the Authority under the Act and is in the public interest, and (ii) the owner-occupied single-family dwelling units to be occupied by persons of low and moderate income throughout the area within Maricopa County to be financed, directly or indirectly, with proceeds of the Series 2023 Program Bonds will constitute a “project” within the meaning of the Act. Section 3. Issuance of Series 2023 Program Bonds. The Series 2023 Program Bonds are hereby approved and authorized to be issued, jointly with the Phoenix Authority, in one or more series pursuant to a plan of finance in an aggregate principal amount of not to exceed $20,000,000, to be dated, to mature, to bear interest, to be subject to redemption, to be payable 4883-1181-8365.6 as to principal and interest, and with such other terms, all as provided in the General Indenture and the Series Indenture pursuant to which the related series of Series 2023 Program Bonds are issued. Section 4. Special Limited Obligations; Other Bonds. The Series 2023 Program Bonds shall be payable solely from the property held and the receipts and revenues received by, or on behalf of, the Authorities pursuant to the Indenture. Nothing contained in (a) this Resolution, (b) any of the Authority Documents, or (c) any other agreement, certificate, document, or instrument executed in connection with the issuance of any of the Series 2023 Program Bonds shall be construed as obligating the Maricopa Authority (except as a special limited obligation to the extent provided in such documents or instruments) or obligating Maricopa County or the State to pay the principal of or premium, if any, or interest on the Series 2023 Program Bonds, or as incurring a charge upon the general credit of the Maricopa Authority, Maricopa County or the State, nor shall the breach of any agreement contemplated by (x) this Resolution, (y) any of the Authority Documents, or (z) any other instrument or documents executed in connection herewith or therewith impose any charge upon the general credit of the Maricopa Authority, Maricopa County or the State. The Maricopa Authority has no taxing power. Prior to the issuance of each series of the Series 2023 Program Bonds, the Maricopa Authority has or will have issued, and subsequent to the issuance of each series of the Series 2023 Program Bonds, the Maricopa Authority may issue notes, bonds or other obligations in connection with the financing of other projects (such notes, bonds or other obligations together with any notes, bonds or other obligations issued by the Maricopa Authority between this date and the issuance of each series of the Series 2023 Program Bonds shall be referred to herein as the “Other Bonds”). Any pledge, mortgage, or assignment made in connection with the Other Bonds shall be protected, and any funds pledged or assigned for payment of principal of or premium, if any, or interest on the Other Bonds shall not be used for the payment of principal of or premium, if any, or interest on the Series 2023 Program Bonds. Any pledge, mortgage, or assignment made in connection with the Series 2023 Program Bonds shall be protected, and no funds pledged or assigned for the payment of the Series 2023 Program Bonds shall be used for the payment of principal of or premium, if any, or interest on the Other Bonds. Section 5. Conditions. No Series 2023 Program Bonds shall be issued unless and until: (a) notice regarding the issuance of the Series 2023 Program Bonds is given to the Arizona Attorney General in the manner contemplated by Section 35-721.F of the Act and, within ten days of such notice, the Arizona Attorney General does not issue a negative opinion regarding the issuance of the Series 2023 Program Bonds; (b) the issuance of the Series 2023 Program Bonds in one or more series pursuant to a plan of finance is approved by the Maricopa County Board of Supervisors and the City Council in the manner contemplated by Sections 35-706.D and 35-726 of the Act and by Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Tax Code”); (c) all agreements, certificates, documents, or instruments requiring the execution or consent of the Maricopa Authority are in a form and substance acceptable to the Authorities’ counsel; and (d) the Maricopa Authority receives such opinions, certificates, comfort letters and consent letters in connection with each series of the Series 2023 Program Bonds as the Authorities’ counsel or advisors may deem necessary or appropriate, in form and substance satisfactory to the Authorities’ counsel and advisors. 4883-1181-8365.6 Section 6. Authority Documents; Additional Documents. The forms, terms, and provisions of the Series 2023 Program IGA and each of the other Authority Documents in the forms of such documents (including the exhibits thereto) presented to this meeting, are hereby approved, with such insertions, deletions, and changes as are approved by the officers authorized to execute the documents (which approval will be conclusively established by their execution and/or delivery thereof). Upon satisfaction of the conditions set forth in Section 5 hereof, the Maricopa Authority’s President, Vice-President, Secretary/Treasurer or Executive Director (each an “Authorized Officer”) are each hereby authorized individually in such offices to execute and deliver each of the Authority Documents and any related documents necessary to effectuate the financing contemplated by this Resolution, including, without limitation, a tax compliance certificate or agreement or, with respect to any of the Authority Documents not calling for execution by the Maricopa Authority, to approve and deliver such documents, with respect to any one or more series of the Series 2023 Program Bonds. From and after the execution and delivery of each of the Authority Documents, the officers, agents, employees and Executive Director of the Maricopa Authority are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents, certificates and assignments as may be necessary to carry out and comply with the provisions of each of the Authority Documents (as executed and delivered) and this Resolution, including, from time to time, to execute, on behalf of the Maricopa Authority, any subsequent amendments, waivers or consents entered into or given in accordance with the Authority Documents. Section 7. Sale of the Series 2023 Program Bonds; Authentication. The sale to the Underwriter of the Series 2023 Program Bonds, in one or more series, pursuant to the terms and provisions of the Bond Purchase Agreements is hereby authorized and approved. Any Authorized Officer is hereby authorized to execute and deliver to the Trustee a written order of the Maricopa Authority for the authentication and delivery of each series of the Series 2023 Program Bonds by the Trustee to the Underwriter. Section 8. Further Actions. The officers, the agents, the employees and the Executive Director of the Maricopa Authority, upon satisfaction of the conditions set forth in Section 5 hereof, shall take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated hereby, including without limitation, the execution and delivery of the closing and other documents required to be delivered in connection with the sale, issuance and delivery of each series of the Series 2023 Program Bonds, the Series 2023 Program, investment of the proceeds of the Series 2023 Program Bonds and other legally available moneys related to the Series 2023 Program contributed by the Maricopa Authority in accordance with Section 13 hereof, and the origination, sale and acquisition of Mortgage Loans. Section 9. Preliminary Official Statements and Official Statements. The lawful use and distribution to prospective purchasers of each series of the Series 2023 Program Bonds of the related Preliminary Official Statement in substantially the form before the Board of Directors at this meeting, with such changes, modifications, deletions and appropriate variations, if any, to reflect the description and terms of each such series of the Series 2023 Program Bonds and all other relevant matters as of the date of such Preliminary Official Statement as shall be approved by an Authorized Officer, is authorized and approved. Any Authorized Officer is authorized to execute and deliver an instrument to the effect that the respective Preliminary Official Statement is a “deemed final official statement” of the Maricopa Authority as of its date for purposes of 4883-1181-8365.6 Securities and Exchange Commission Rule 15c2-12(b)(1). The lawful use and distribution in connection with the offering and sale of each series of the Series 2023 Program Bonds of a related Official Statement in substantially the form of the related Preliminary Official Statement before the Board of Directors at this meeting, with such changes, modifications, deletions and appropriate variations to reflect the description and terms of the applicable series of the Series 2023 Program Bonds and all other relevant matters as of the date of such related Official Statement as shall be approved by an Authorized Officer, is authorized and approved. Section 10. Trustee Appointment. U.S. Bank Trust Company, National Association, is appointed as the Trustee pursuant to the provisions of the Indenture and for the Series 2023 Program pursuant to the provisions of the other Authority Documents. The Trustee is authorized and requested to execute and deliver the documents calling for execution and delivery by the Trustee. Section 11. Servicer Appointment. Lakeview Loan Servicing, LLC is appointed as the servicer for the Series 2023 Program and is referred to herein, together with any other servicer appointed as set forth herein as the “Servicer”. The Authorized Officers are each hereby authorized individually in such offices to execute and deliver a servicing agreement in a form approved by an Authorized Officer (which approval will be conclusively established by their execution and/or delivery thereof) with a successor servicer selected by an Authorized Officer. Upon execution and delivery of such servicing agreement by the parties thereto, such successor servicer will be appointed as a servicer for the Series 2023 Program. Section 12. Program Administrator Appointment. Housing and Development Services, Inc. d/b/a eHousing Plus is appointed as the program administrator for the Series 2023 Program and is referred to herein, together with any other program administrator appointed as set forth herein as the “Program Administrator”. The Authorized Officers are each hereby authorized individually in such offices to execute and deliver a program administration agreement in a form approved by an Authorized Officer (which approval will be conclusively established by their execution and/or delivery thereof) with a substitute program administrator selected by an Authorized Officer. Upon execution and delivery of such program administration agreement by the parties thereto, such substitute program administrator will be appointed as a servicer for the Series 2023 Program. Section 13. Expenditure of Funds. The Board of Directors hereby authorizes and approves expending an amount of the Maricopa Authority’s funds in an amount not to exceed $7,000,000, the Maricopa Authority’s share of the $14,000,000 required, for the purpose of advancing down payment assistance and paying certain costs of the Series 2023 Program deemed necessary and advisable in order to create attractive mortgage rates for the Series 2023 Program. Section 14. Declaration of Intent. The Maricopa Authority declares its intention to reimburse itself from all or a portion of proceeds of the Series 2023 Program Bonds for expenditures relating to purchasing Mortgage Loans, purchasing Certificates backed by Mortgage Loans and funding closing costs. The Maricopa Authority reasonable expects and intends to issue the Series 2023 Program Bonds, jointly with the Phoenix Authority, in a maximum principal amount not to exceed $200,000,000 pursuant to the Indenture, the proceeds of which may be used 4883-1181-8365.6 to reimburse the Authorities for funds expended by the Authorities prior to the issuance of the Series 2023 Program Bonds for the purposes described herein. Section 15. Public Hearing; Appointment of Hearing Officers. All actions of the Maricopa Authority heretofore taken or to be taken, in consultation with and at the direction of Bond Counsel, regarding a joint public hearing of the Phoenix Authority and the Maricopa Authority on the plan of financing the Series 2023 Program and the proposed issuance of the Series 2023 Program Bonds, as required by Section 147(f) of the Tax Code, and the publication of a notice of the joint public hearing in such form as approved by Bond Counsel, are hereby ratified and approved. Each of Julie Arvo MacKenzie and Brigitte Finley Green, or any attorney now or hereafter employed by the law firm of Squire Patton Boggs (US) LLP, is hereby authorized and empowered, to conduct on behalf of the Maricopa Authority, the joint public hearing that is required or deemed advisable by Bond Counsel to be held by the Phoenix Authority and the Maricopa Authority and to thereafter report to the Board of Directors regarding such joint public hearing. Section 16. Liability. None of the members of the Board of Directors of the Maricopa Authority or any director, officer, official, employee or agent of the Maricopa Authority shall be subject to any personal liability or accountability by reason of the issuance of the Series 2023 Program Bonds. The liability of the Maricopa Authority with respect to any document executed in connection with the transactions contemplated hereby, including the Authority Documents, shall be limited as provided in the Act and such documents. Section 17. Open Meeting Laws. It is found and determined that all formal actions of the Maricopa Authority and its Board of Directors concerning and relating to the adoption of this Resolution were adopted in an open meeting and that all deliberations that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements of the State and the Maricopa Authority. Section 18. Severability. If any section, paragraph, clause, or provision of this Resolution shall, for any reason, be 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. Section 19. Waiver. Any provisions of the Maricopa Authority’s Bylaws, Procedural Guidelines, or prior resolutions inconsistent herewith are waived to the extent only of such inconsistency. This waiver shall not be construed as repealing any such Bylaws, Procedural Guidelines, or resolution or any part thereof. Section 20. Headings. Subject headings included in this Resolution are included for purpose of convenience only and shall not affect the construction or interpretation of any of its provisions. Section 21. Effectiveness. This Resolution shall be effective immediately. 4883-1181-8365.6 Section 22. Notice. Notice of Arizona Revised Statutes Section 38-511 is hereby given. The provisions of that statute by this reference are incorporated herein to the extent of applicability to matters contained herein under the laws of the State. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 4883-1181-8365.6 Adopted and approved on October 10, 2023. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA By: Lf adic be ¢l— Authorized Officer 10 4883-1181-8365.6 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF PHOENIX, ARIZONA THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA REPORT AND MINUTES OF JOINT PUBLIC HEARING WITH RESPECT TO NOT TO EXCEED $200,000,000 OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF PHOENIX, ARIZONA AND THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA SINGLE FAMILY MORTGAGE REVENUE BONDS On Tuesday, October 10, 2023, commencing at 9:00 a.m. MST, the undersigned, as designated hearing officer (the “Hearing Officer”) of The Industrial Development Authority of the City of Phoenix, Arizona (the “Phoenix Authority”) and The Industrial Development Authority of the County of Maricopa (the “Maricopa Authority” and, together with the Phoenix Authority, the “Authorities”), conducted a Joint Public Hearing on behalf of the Authorities. The Joint Public Hearing was held telephonically via the toll- free dial-in number of 1-833-220-6615 entering Conference ID 9701033#. The Notice of Public Hearing was published on the Phoenix Authority’s website (www.phoenixida.com) and on the Maricopa Authority’s website (www.mcida.com) on October 2, 2023, and copies of the proofs of publication of Notice of Public Hearing are attached to this report. At the time and place set for the Joint Public Hearing, I opened the telephone call for the Joint Public Hearing so that interested persons could comment and be heard with respect to the proposed issuance of bonds and stated: “Now is the time and place set for the joint public hearing of The Industrial Development Authority of the City of Phoenix, Arizona and The Industrial Development Authority of the County of Maricopa (together, the “Authorities”), to be conducted pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), on the plan for the Authorities to issue one or more series of tax-exempt Single Family Mortgage Revenue Bonds pursuant to a plan of finance in an aggregate principal amount not to exceed $200,000,000 (collectively, the “Bonds”). The Authorities propose to use the proceeds of the Bonds to finance qualified mortgage loans and homebuyer assistance relating thereto under Section 143 of the Code for “owner-occupied single family dwelling units to be occupied by persons of low and moderate income” (all as defined in Title 35, Chapter 5 of the Arizona Revised Statutes, Section 35-701 et seq.) in Maricopa County, Arizona (the “County”), including the City of Phoenix, Arizona (the “City”), to the end that decent, safe and sanitary dwelling accommodations for such persons may be provided in the County, including the City (the “Program”), to refund indebtedness incurred in connection with the Program, to fund reserves and/or to pay costs of issuing the Bonds. Members of the public are invited to comment with respect to the proposed financing plan and the nature of the facilities to be financed. Is there anyone present who wishes to comment?” No other person joined the call to comment on the proposed issuance of bonds and the telephonic conference line was closed. 1097998301\1\AMERICAS No written comments or submissions were received prior to the Joint Public Hearing. DATED: October 10, 2023. Attachments (Proof of Publication) 1097998301\1\AMERICAS The Industrial Development Authority of the City of Phoenix, Arizona Proof of Posting Notice of Hearing oipny ospIA, piepuers yp @) , AY yeULO4 Lyon oepda TES FAO sy FOP TST ECTS TOE Letty ye €z0e 'Z 390 suo paysyarg | Semone. 7 suoisinsy GS TPE nang Sunqsin @D TBE paysiiang snes fy , AY usHgnd a dew a suonda yeas “euoZUly ‘xIUdOU JO AyD ayy Bulpnjou! ‘euozuy ‘AjUNOD edosuey Ul BWODUI a]eEJapOW Pue Mo} JO SUOSIad Aq PsIdnd90 aq Oo} syUN BuNjamo Ayes a]Buls pardnd90-s19UMO,, JO} OJa1944} Huljejes sduejsisse JaANqawoY pue sueo] abebyow paynenb aoueuy 0} 19PJ0 U! ‘Q00'000'00Z$ P892xe 0} JOU JUNOWe JediouLd syeHasH6e ue ui Huloueuy jo ueyd e 0} Juensind ‘spuog snusarsy abebyop Aye ajBuls ydwexa-xe} 4194} yO SaaS SOLU JO BU JO edodLeW Jo AyUNOD By} Jo AWOYINY JUaLUdO}SANq JeLNYSNPU| ay L Due eUOZUY ‘XIUBOUd Jo AUD ayy Jo AWOLANY JuaWdojanag JeLIsNpU] ay) Aq a2UeNss! WIC! pasodod 34} BuipueHas Buieay IGN JO 321}0N ASUS “a 38 EPEEEZDN = 7 G@ 4 udeeveg wio4 ppy @| | e193 pov by JOWUawWo!s YUM IIa E) ‘ATEUTUUTS-SILOU-E PTET PUT- SUV COOL Eee Os EPMO SAY sy uyeusag yUNOD ay} Jo Auoyiny jueudojaneg jeWIsnpu| ay] pue euoziy ‘XlUsOUg Jo AD aya yo Auouyny quawdojenag jeLysnpul au | [men Pe | 480d PF SINGLE FAMILY MORTGAGE REVENUE BOND PROGRAM SERIES 2023 OF THE THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF PHOENIX, ARIZONA AND THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA CERTIFICATE OF POSTING PUBLIC HEARING NOTICE The notice of public hearing (the “Notice”) attached hereto as Exhibit A was published on the website of The Industrial Development Authority of the County of Maricopa (the “Authority”) located on the Home Page at http://www.mcida.com on October 2, 2023. The Notice was published in an area of the Authority’s website that is used to inform the residents of Maricopa County, Arizona about public hearings to be held by the Authority affecting the residents and that is clearly identified and accessible to members of the general public seeking information concerning the plan of finance described in the Notice. Evidence of the website publication of the Notice is included with Exhibit B attached hereto. The Notice remained published on the Authority’s website continuously through the date of the public hearing described in the Notice. IN WITNESS WHEREOF, the undersigned, on behalf of the Authority, has set her hand as of the date first written above. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA Janjs J. Larson ar Administrator EXHIBIT A TO CERTIFICATE OF PUBLICATION NOTICE OF PUBLIC HEARING (Attached) NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that a joint public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Tax Code”), and IRS Revenue Procedure 2022-20, will be held telephonically by The Industrial Development of the City of Phoenix, Arizona and The Industrial Development Authority of the County of Maricopa (collectively, the “Authorities”) on Tuesday, October 10, 2023, at 9:00 a.m. MST, to consider the proposed joint issuance by the Authorities of one or more series of tax-exempt Single Family Mortgage Revenue Bonds, pursuant to a plan of finance, in the aggregate principal amount of not to exceed $200,000,000 (the “Bonds”). Interested persons are invited to attend the public hearing by toll-free conference call and to present comments regarding the plan of finance and the issuance of the Bonds. To attend via conference call, dial 1-833-220-6615 (toll-free) and when prompted enter passcode 970133. All those who are on the conference call will have the opportunity to offer their comments and questions. Written comments to be presented at the public hearing may be mailed or otherwise delivered to the Authorities’ appointed hearing officer at the following address (and must be received prior to the Public Hearing): Ms. Brigitte Finley Green, Squire Patton Boggs, 2325 E. Camelback Road, Suite 700, Phoenix, AZ 85016, brigitte.finleygreen@squirepb.com, The Authorities will receive any written comments from and hear all persons with views in favor of or opposed to the proposed plan of finance, issuance of the Bonds and the use of the proceeds thereof to finance the Program (as defined herein). The Authorities propose to use the proceeds of the Bonds to finance qualified mortgage loans and homebuyer assistance relating thereto under Section 143 of the Tax Code for “owner-occupied single family dwelling units to be occupied by persons of low and moderate income” (all as defined in Title 35, Chapter 5 of the Arizona Revised Statutes, Section 35-701 et seg.) in Maricopa County, Arizona (the “County”), including the City of Phoenix, Arizona (the “City”), to the end that decent, safe and sanitary dwelling accommodations for such persons may be provided in the County, including the City (the “Program”), to refund indebtedness incurred in connection with the Program, to fund reserves and/or to pay costs of issuing the Bonds. If issued, the Bonds shall be special, limited obligations of the Authorities and shall be payable solely from and secured solely by amounts derived from or in connection with the Program and from moneys and securities held from time to time under the Indenture pursuant to which the Bonds are issued. The principal of, premium (if any), and interest on the Bonds shall never constitute the debt or indebtedness, or a liability of the City, the County or the State of Arizona (the “State”), or any political subdivision of the State within the meaning of any constitutional or statutory provision of the State, and shall not give rise to a pecuniary liability or a charge against their general credit or any taxing powers. The Authorities have no taxing power. A report of the hearing will be made to the County’s Board of Supervisors and the City’s City Council who will consider approving the issuance of the Bonds for purposes of the Tax Code. Dated: October 2, 2023 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF PHOENIX, ARIZONA THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA 4856-7910-9501.3 EXHIBIT B TO CERTIFICATE OF PUBLICATION EVIDENCE OF PUBLICATION (Attached)