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AHPIA-2017-003AHPIA RESOLUTION NO. 2017- Q 0 3 RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY, (I) AUTHORIZING 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 SAID AUTHORITY; (II) APPROVING THE FORMS AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, AN INSTALLMENT PURCHASE AGREEMENT, A PURCHASE CONTRACT AND OTHER RELATED DOCUMENTS; (III) APPROVING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; AND (IV) APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH 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 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, it is proposed 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 Board, pursuant to which the City will agree to make certain installment purchase payments (the "2017 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 Board, 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, it is proposed that the Authority 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 Board, providing for the negotiated sale of the 2017 Bonds to the Underwriters; 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 Authority adopt a Debt Policy; and WHEREAS, the Authority has determined that it is in the best public interest of the Authority to approve the above documents and authorize and approve the transactions contemplated thereby; NOW, THEREFORE, the Board of Directors of the Anaheim Housing and Public Improvements Authority does hereby resolve, determine and order as follows: Section 1. The Board hereby authorizes the issuance of the 2017 Bonds 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 the Indenture. The Board hereby approves the Indenture in the form thereof on file with the Acting Secretary, together with such additions thereto and changes therein as are approved in accordance with Section 5 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Interim Executive Director, the Treasurer and the Auditor, or their respective designees (each, an "Authorized Officer"), is hereby authorized and directed to execute, and the Acting Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the 2017 Bonds and the final form of the Indenture, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. The Board 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 Board hereby approves the Installment Purchase Agreement in the form thereof on file with the Acting Secretary, together with such additions thereto and changes therein as are approved in accordance with Section 5 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized and directed to execute, and the Acting Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Installment Purchase Agreement, for and in the naive and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Installment Purchase Agreement. Section 3. The Board hereby approves the Purchase Contract in the form thereof on file with the Acting Secretary, together with such additions thereto and changes therein as are approved by Section 5 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized and directed to execute, and the Acting Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Purchase Contract, for and in the name and on 23795296.5/125638 2 behalf of the Authority. The Board hereby authorizes the delivery and performance of the Purchase Contract. Section 4. The Board hereby approves the Preliminary Official Statement relating to the 2017 Bonds (the "Preliminary Official Statement") in the form thereof on file with the Acting Secretary, with such additions thereto and changes therein as are approved by any Authorized Officer, upon consultation with the Acting City Attorney, as counsel to the Authority, 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 to prepare and execute a final Official Statement (the "Official Statement"), substantially 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, as counsel to the Authority, and Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. The Board 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 5. The agreements approved in Sections 1, 2 and 3 of this Resolution shall, when executed and delivered pursuant to said sections, contain such additions and changes (including additions and changes necessary to satisfy the requirements of any provider of a municipal bond insurance policy for the 2017 Bonds) as shall have been approved by the Authorized Officers. Each of the Authorized Officers is hereby authorized to determine, in connection with the execution and delivery of the agreements approved in Sections 1, 2 and 3 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 final maturity of the 2017 Bonds, which shall be not later than October 1, 2047; (c) the outstanding obligations of the City, the Authority, the California Municipal Finance Authority or the Anaheim Public Financing Authority to be refunded by the 2017 Bonds; (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 6. The Board hereby approves the Debt Policy adopted the by City in the form thereof on file with the Acting Clerk. Section 7. The Interim Executive Director, the Treasurer, the Auditor and the Acting Secretary of the Authority and the other officers, employees and agents of the Authority are hereby authorized and directed, jointly and severally, for and in the name of the Authority, to do any and all things and to take all actions, including execution and delivery of any and all 23795296.5/125638 3 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, to arrange for the insuring of all or any portion of the 2017 Bonds with any municipal bond insurer and to consummate the transactions contemplated by the Indenture, the Installment Purchase Agreement, the Escrow Agreement, the Purchase Contract and this Resolution, and such actions previously taken by such officers, employees and agents are hereby ratified and confirmed. Section 8. This Resolution shall take effect from and after its date of adoption. 23795296.5/125638 4 THE FOREGOING RESOLUTION was approved and adopted by the Anaheim Housing and Public Improvements Authority at a regular meeting of said Authority held on this 5th day of December, 2017, by the following vote: AYES:Chairman Tait and Authority Members: Vanderbilt,Murray, Barnes, Moreno,Kring and Faessel NOES: None ABSENT: None ABSTAIN: None ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY CHAIRMAN (SEAL) ATTEST: ACTING SECRETARY OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY 23795296.5/125638 5 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting Secretary of the Anaheim Housing and Public Improvements Authority, do herby certify that the foregoing Resolution No. AHPIA-2017-003 was duly adopted at its regular meeting provided by law, of the Anaheim Housing and Public Improvements Authority held on the 5' day of December. 2017, by the following vote of the members thereof: AYES: Chairman Tait and Authority 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 SECRETARY TO THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY (SEAL)