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RES-2017-166RESOLUTION NO. 2017-16 6 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (1) APPROVING THE ISSUANCE OF NOT TO EXCEED $275,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVENUE REFUNDING BONDS, SERIES 2017-A (ELECTRIC UTILITY DISTRIBUTION SYSTEM REFUNDING) AND REVENUE REFUNDING BONDS, SERIES 2017-B (ELECTRIC UTILITY DISTRIBUTION SYSTEM REFUNDING) OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY; (II) APPROVING THE FORMS AND AUTHORIZING THE EXECUTION OF AN INSTALLMENT PURCHASE AGREEMENT, AN INDENTURE OF TRUST, ESCROW AGREEMENTS, A CONTINUING DISCLOSURE AGREEMENT, A PURCHASE CONTRACT AND OTHER RELATED DOCUMENTS; (II1) APPROVING THE DELIVERY OF AN OFFICIAL STATEMENT; AND (IV) APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH, INCLUDING THE ADOPTION OF A DEBT POLICY WHEREAS, on or about July 1, 2014, the City of Anaheim (the "City") and the Anaheim Housing Authority entered into a Joint Exercise of Powers Agreement establishing the Anaheim Housing and Public Improvements Authority (the "Authority"); and WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Bond Law") and the Authority's Joint Exercise of Powers Agreement, the Authority is authorized to borrow money for the purpose of assisting the City in the financing and refinancing of costs related to public capital improvements of the City; and WHEREAS, it is proposed that the Authority assist the City in the refinancing of certain assets of the City's electric distribution system (the "Distribution System Assets"); and WHEREAS, in order to assist the City with the refinancing of the Distribution System Assets, it is proposed that the City initially sell the Distribution System Assets to the Authority, and that the Authority sell the Distribution System Assets to the City and the City purchase such Distribution System Assets from the Authority pursuant to an Installment Purchase Agreement (the "Installment Purchase Agreement"), by and between the City and the Authority, the proposed form of which has been presented to this City Council, pursuant to which the City will agree to make certain installment purchase payments (the "2017-A Purchase Payments") in connection therewith; and WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority, the City and the citizens of the City to authorize, pursuant to an Indenture of Trust (the "Indenture"), by and among the Authority, the City and U.S. Bank National Association, as trustee (the "Trustee"), the proposed form of which has been presented to this City Council, the issuance of the Authority's Revenue Refunding Bonds, Series 2017-A (Electric Utility Distribution System Refunding) (the "2017-A Bonds") and Revenue Refunding Bonds, Series 2017-B (Electric Utility Distribution System Refunding) (the "2017-B Bonds," and together with the 2017-A Bonds, the "2017 Bonds") in the aggregate principal amount of not to exceed $275,000,000 under the provisions of the Bond Law, for the purpose of raising funds necessary to provide such financial assistance to the City; and WHEREAS, the 2017 Bonds will be offered for sale through a Preliminary Official Statement and an Official Statement, the proposed form of which has been presented to this City Council; and WHEREAS, it is proposed that the City enter into a Purchase Contract (the "Purchase Contract") with Goldman, Sachs & Co., as representative of itself, J.P. Morgan Securities LLC and RBC Capital Markets LLC, as underwriters (collectively, the "Underwriters"), the proposed form of which has been presented to this City Council, providing for the negotiated sale of the 2017 Bonds to the Underwriters; and WHEREAS, it is proposed that the City enter into a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with the Trustee, the proposed form of which has been presented to this City Council, in order to assist the Underwriters in complying with SEC Rule 15c2-12; and WHEREAS, it is proposed that a portion of the proceeds received from the sale of the 2017-B Bonds, and certain other moneys, be deposited in escrow funds created pursuant to an Escrow Agreement (2011-A and 2016-A) (the "Escrow Agreement (2011-A and 2016-A)") between the City and U.S. Bank National Association, as escrow agent, the proposed form of which has been presented to this City Council, to provide for the refunding of certain prior electric revenue obligations of the City; and WHEREAS, it is proposed that a portion of the proceeds received from the sale of the 2017-B Bonds, and certain other moneys, be deposited in an escrow fund created pursuant to an Escrow Agreement (2012-A) (the "Escrow Agreement (2012-A)," and together with the Escrow Agreement (2011-A and 2016-A), the "Escrow Agreements") between the City and The Bank of New York Mellon Trust Company, N.A., as escrow agent, the proposed form of which has been presented to this City Council, to provide for the refunding of certain prior electric revenue obligations of the City; WHEREAS, in order to have the issuance of the 2017 Bonds comply with Senate Bill 1029 (Hertzberg), which was enacted this year, it is proposed that the City adopt a Debt Policy; and WHEREAS, the City has determined that it is in the best public interest of the City to approve the above documents and authorize and approve the transactions contemplated thereby; NOW, THEREFORE, the City Council of the City of Anaheim does hereby resolve, determine and order as follows: Section 1. The City Council hereby approves the issuance of the 2017 Bonds by the Authority under and pursuant to the Bond Law; provided, the aggregate principal amount of the 2017 Bonds shall not exceed $275,000,000. The 2017 Bonds shall be issued pursuant to 23795331.5/125637 2 the Indenture. The City Council hereby approves the Indenture in the form thereof on file with the Acting City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Mayor, the Interim City Manager, the City Treasurer, the Public Utilities General Manager and the Public Utilities Assistant General Manager — Finance and Administration, and their respective designees (each, an "Authorized Officer"), are each hereby authorized and directed to execute, and the Acting City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Indenture, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Indenture. The City Council hereby approves the issuance of the 2017 Bonds in accordance with the terms and provisions of the Indenture (as executed and delivered). Section 2. The City Council hereby approves the Installment Purchase Agreement in the form thereof on file with the Acting City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed to execute, and the Acting City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Installment Purchase Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Installment Purchase Agreement. Section 3. The City Council hereby approves the Escrow Agreements in the form thereof on file with the Acting City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed to execute, and the Acting City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Escrow Agreements, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Escrow Agreements. Section 4. The City Council hereby approves the Continuing Disclosure Agreement in the form on file with the Acting City Clerk, together with such additions thereto and changes therein as are approved by Section 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed to execute, and the Acting City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Continuing Disclosure Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Continuing Disclosure Agreement. Section 5. The City Council hereby approves the Purchase Contract in the form thereof on file with the Acting City Clerk, together with such additions thereto and changes therein as are approved by Section 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed 23795331.5/125637 3 to execute, and the Acting City Clerk is hereby authorized and directed to attest and to affix the seal of the City to, the final form of the Purchase Contract, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Purchase Contract. Section 6. The City Council hereby approves the Preliminary Official Statement relating to the 2017 Bonds (the "Preliminary Official Statement") in the form thereof on file with the Acting City Clerk, with such additions thereto and changes therein as are approved by any Authorized Officer, upon consultation with the Acting City Attorney and Norton Rose Fulbright US LLP, bond counsel and disclosure counsel (referred to herein as "Bond Counsel"). Each of the Authorized Officers is hereby authorized and directed to execute and deliver a certificate deeming the Preliminary Official Statement final for purposes of SEC Rule 15c2-12. Upon the pricing of the 2017 Bonds, each of the Authorized Officers is hereby authorized and directed to prepare and execute a final Official Statement (the "Official Statement"), substantially in the form of the Preliminary Official Statement, with such additions thereto and changes therein as approved by any Authorized Officer, upon consultation with the Acting City Attorney and Bond Counsel. The City Council hereby authorizes the distribution of the Preliminary Official Statement and the Official Statement by the Underwriters in connection with the offering and sale of the 2017 Bonds. Section 7. The agreements approved in Sections 1, 2, 3, 4 and 5 of this Resolution shall, when executed and delivered pursuant to said sections, contain such additions and changes as shall have been approved by the Authorized Officers. Each Authorized Officer is hereby authorized to determine, in connection with the execution and delivery of the agreements approved in Sections 1, 2, 3, 4 and 5 hereof, the following with respect to the 2017 Bonds: (a) the aggregate principal amount of the 2017 Bonds, which shall not exceed $275,000,000; (b) the outstanding obligations of the City, the Authority, the California Municipal Finance Authority or the Anaheim Public Financing Authority to be defeased or refunded by the 2017 Bonds; (c) the final 2017 Purchase Payment under the Installment Purchase Agreement, which shall be due and payable not later than October 1, 2047; (d) the yield on the 2017 Bonds, which shall not exceed 5.00%; and (e) the Underwriters' discount on the 2017 Bonds, which shall not exceed 0.40% of the principal amount thereof. Section 8. Prior to the Crossover Date (as defined in the Installment Purchase Agreement), the 2017 Purchase Payments and all other payments with respect to Qualified Obligations (as defined in the Installment Purchase Agreement) shall be secured by a pledge, charge and lien upon the Surplus Revenues in the Qualified Obligations Account (as defined in the Installment Purchase Agreement) and shall be paid from Surplus Revenues in the Qualified Obligations Account unless otherwise paid from other sources of legally available funds. 2017 Purchase Payments and all other payments with respect to Qualified Obligations shall be equally 23795331.5/125637 4 secured by the Surplus Revenues in the Qualified Obligations Account without priority for number or date. The Surplus Revenues in the Qualified Obligations Account shall be held in trust by the City Treasurer for the payment of the 2017 Purchase Payments and any other Qualified Obligations. From and after the Crossover Date, the 2017 Purchase Payments and any other Distribution System Parity Obligations (as defined in the Installment Purchase Agreement) shall be equally secured by the Distribution System Net Revenues (as defined in the Installment Purchase Agreement) and shall be paid from the Distribution System Net Revenues unless otherwise paid from other sources of legally available funds. From and after the Crossover Date, the Distribution System Net Revenues shall be held in trust by the Treasurer of the City for the payment of the 2017 Purchase Payments and any other Distribution System Parity Obligations. Section 9. The City Council hereby approves and adopts the Debt Policy of the City in the form thereof on file with the Acting City Clerk, with such additions thereto and such changes therein as are approved by any Authorized Officer, upon consultation with the Acting City Attorney. Section 10. The Mayor, the Interim City Manager, the Public Utilities General Manager, the Public Utilities Assistant General Manager — Finance and Administration, the City Treasurer, the Acting City Attorney and the Acting City Clerk of the City and the other officers, employees and agents of the City are hereby authorized and directed, jointly and severally, for and in the name of the City, to do any and all things and to take all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the 2017 Bonds, and to consummate the transactions contemplated by the Indenture, the Installment Purchase Agreement, the Continuing Disclosure Agreement, the Escrow Agreements, the Purchase Contract and this Resolution, and such actions previously taken by such officers, employees and agents are hereby ratified and confirmed. Section 11. This City Council hereby finds and determines that the transfer of title to Distribution System Assets to the Authority under the terms of the Installment Purchase Agreement is in the best interests of the City, and hereby agrees to transfer such title to the Authority. Section 12. This Resolution shall take effect from and after its date of adoption. 23795331.5/125637 THE FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim at a regular meeting of said City Council held on the 5th day of December, 2017, by the following vote: AYES: Mayor Tait and Council Members Vanderbilt, Murray, Barnes, Moreno,Kring, and Faessel NOES: None ABSENT: None ABSTAIN: None [SEAL] ATTEST: CITY OF ANAHEIM MAYOR OF THE CITY OF ANAHEIM OF TH Y OF ANAHEIM 23795331.5/125637 6 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2017-166 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 5th day of December, 2017 by the following vote of the members thereof: AYES: Mayor Tait and Council Members Vanderbilt, Murray, Barnes, Moreno, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of December, 2017. ACTING CITY CLERK OF THE CITY OF ANAHEIM (SEAL)