AHPIA-2022-001AHPIA RESOLUTION NO. 2022- 0 01
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS
AUTHORITY, (I) AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $212,000,000 AGGREGATE PRINCIPAL AMOUNT
OF REVENUE BONDS, SERIES 2022-A (WATER SYSTEM
PROJECT), REVENUE REFUNDING BONDS, SERIES 2022-B
(WATER SYSTEM REFUNDING) (TAXABLE) AND
REVENUE REFUNDING BONDS, SERIES 2022-C (WATER
SYSTEM REFUNDING) OF SAID AUTHORITY;
(II) APPROVING THE FORMS AND AUTHORIZING THE
EXECUTION OF AN INDENTURE OF TRUST, AN
INSTALLMENT PURCHASE AGREEMENT, ONE OR MORE
PURCHASE CONTRACTS 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 financing of
certain public capital improvements of the City's water system (the "Improvements") and the
refinancing of certain assets of the City's water system (the "Assets" and, together with the
Improvements, (the "Water System Assets"); and
WHEREAS, in order to assist the City with the financing of the Improvements and
the refinancing of the Assets, it is proposed that the Authority sell the Water System Assets to the
City and the City purchase such Water 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 "2022 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 Trust Company,
National Association, as trustee (the "Trustee"), the proposed form of which has been presented
to this Board, the issuance of the Authority's Revenue Bonds, Series 2022-A (Water System
Project) (the "2022-A Bonds"), Revenue Refunding Bonds, Series 2022-B (Water System
Refunding) (Taxable) (the "2022-B Bonds") and Revenue Refunding Bonds, Series 2022-C
(Water System Refunding) (the "2022-C Bonds" and together with the 2022-A Bonds and the
2022-B Bonds, the "2022 Bonds") in the aggregate principal amount of not to exceed
$212,000,000 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 J.P. Morgan Securities LLC, as representative of itself, Goldman Sachs
& Co. LLC and UBS Financial Services Inc., as underwriters (collectively, the "Underwriters"),
the proposed form of which has been presented to this Board, providing for the negotiated sale of
the 2022 Bonds to the Underwriters; 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 2022 Bonds under
and pursuant to the Bond Law; provided, the aggregate principal amount of the 2022 Bonds shall
not exceed $212,000,000. The 2022 Bonds shall be issued pursuant to the Indenture. The Board
hereby approves the Indenture in the form thereof on file with the 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 Executive Director, the Treasurer and the Auditor, or their respective
designees (each, an "Authorized Officer"), is hereby authorized and directed to execute, and the
Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the 2022
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 2022 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 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 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 name 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 one or more Purchase Contracts for
specified series of 2022 Bonds in the form of Purchase Contract on file with the 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 Secretary is hereby authorized and
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directed to attest and affix the seal of the Authority to, the final form of each Purchase Contract,
for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and
performance of each Purchase Contract.
Section 4. The Board hereby approves the Preliminary Official Statement
relating to the 2022 Bonds (the "Preliminary Official Statement") in the form thereof on file with
the Secretary, with such additions thereto and changes therein as are approved by any Authorized
Officer, upon consultation with the 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 2022 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 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 2022
Bonds.
Section 5. The agreements and documents 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 2022 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 and documents approved in Sections
1, 2 and 3 hereof, the following with respect to the 2022 Bonds:
(a) the aggregate principal amount of the 2022 Bonds, which shall not exceed
$212,000,000;
(b) the final maturity of the 2022 Bonds, which shall be not later than
October 1, 2052;
(c) the number of series of 2022 Bonds and the designations of each series of
2022 Bonds;
(d) provisions contemplating forward delivery and/or direct purchase of one or
more series of 2022 Bonds;
(e) the capital projects to be financed with the proceeds of the 2022 Bonds;
(f) the yield on the 2022 Bonds, which shall not exceed 4.50%; and
(g) the Underwriters' discount on the 2022 Bonds, which shall not exceed
0.45% of the principal amount thereof.
Section 6. The Executive Director, the Treasurer, the Auditor and the 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 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 2022 Bonds, to arrange for the insuring of all or
any portion of the 2022 Bonds with any municipal bond insurer and to consummate the
transactions contemplated by the Indenture, the Installment Purchase Agreement, the Purchase
Contract(s) and this Resolution, and such actions previously taken by such officers, employees and
agents are hereby ratified and confirmed.
Section 7. The Board hereby approves the execution and delivery of all
agreements, documents, certificates and instruments referred to herein with electronic signatures
as may be permitted under the California Uniform Electronic Transactions Act and digital
signatures as may be permitted under Section 16.5 of the California Government Code.
Section 8. In accordance with SB 450, good faith estimates of the following
are set forth on Exhibit A attached hereto: (a) the true interest cost of the 2022 Bonds, (b) the sum
of all fees and charges paid to third parties with respect to the 2022 Bonds, (c) the amount of
proceeds of the 2022 Bonds expected to be received net of the fees and charges paid to third parties
and any reserves or capitalized interest paid or funded with proceeds of the 2022 Bonds, and (d)
the sum total of all debt service payments on the 2022 Bonds calculated to the final maturity of the
2022 Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2022
Bonds.
Section 9. This Resolution shall take effect from and after its date of adoption.
C!
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
15th day of March, 2022, by the following vote:
AYES: Chairman Sidhu and Authority Members O'Neil, Diaz,
Ma'ae, Moreno, Valencia and Faessel
NOES: None
ABSENT: None
ABSTAIN:None
(SEAL)
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ANAHEIM HOUSING AND PUBLIC
IMPROVEMENTS AUTHORITY
RY OF THE ANAHEIM HOUSING
LIC IMPROVEMENTS AUTHORITY
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EXHIBIT A
GOOD FAITH ESTIMATES
The following information was obtained from the Underwriters with respect to the 2022
Bonds approved in this Resolution, and is being provided in compliance with Senate Bill 450
(Chapter 625 of the 2017-2018 Session of the California Legislature) with respect to the 2022
Bonds:
1. True Interest Cost of the 2022 Bonds. Assuming an aggregate principal amount of
$195,625,000 of the 2022 Bonds are sold and based on market interest rates prevailing at the time
of preparation of this information, a good faith estimate of the true interest cost of the 2022 Bonds,
which means the rate necessary to discount the amounts payable on the respective principal and
interest payment dates to the purchase price received for the 2022 Bonds, is 3.24%.
2. Finance Charge of the 2022 Bonds. Assuming an aggregate principal amount of
$195,625,000 of the 2022 Bonds are sold and based on market interest rates prevailing at the time
of preparation of this information, a good faith estimate of the finance charge of the 2022 Bonds,
which means the sum of all fees and charges paid to third parties (or costs associated with the 2022
Bonds), is $989,063.
3. Amount of Proceeds to be Received. Assuming an aggregate principal amount of
$195,625,000 of the 2022 Bonds are sold and based on market interest rates prevailing at the time
of preparation of this information, a good faith estimate of the amount of proceeds expected to be
received by the Authority for sale of the 2022 Bonds less the finance charge of the 2022 Bonds
described in 2 above and any reserves or capitalized interest paid or funded with proceeds of the
2022 Bonds, is $207,576,089.
4. Total Payment Amount. Assuming an aggregate principal amount of $195,625,000
of the 2022 Bonds are sold and based on market interest rates prevailing at the time of preparation
of this information, a good faith estimate of the total payment amount, which means the sum total
of all payments the Authority will make to pay debt service on the 2022 Bonds plus the finance
charge of the 2022 Bonds described in paragraph 2 above not paid with the proceeds of the 2022
Bonds, calculated to the final maturity of the 2022 Bonds, is $308,595,230.
Attention is directed to the fact that the foregoing information constitutes good faith estimates
only. The actual interest cost, finance charges, amount of proceeds and total payment amount may
vary from the estimates above due to variations from these estimates in the timing of 2022 Bond
sales, the amount of 2022 Bonds sold, the amortization of the 2022 Bonds sold and market interest
rates at the time of each sale. The date of sale and the amount of 2022 Bonds sold will be
determined by the Authority based on market and other factors. The actual interest rates at which
the 2022 Bonds will be sold will depend on the bond market at the time of sale. The actual
amortization of the 2022 Bonds will also depend, in part, on market interest rates at the time of
sale. Market interest rates are affected by economic and other factors beyond the Authority's
control.
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SECRETARY'S CERTIFICATE
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, THERESA BASS, Secretary of the Anaheim Housing and Public Improvements Authority, do
hereby certify that the foregoing is the original Resolution No. AHPIA 2022-001 adopted at a regular
meeting provided by law, of the Anaheim Housing and Public Improvements Authority held on the
15th day of March, 2022, by the following vote of the members thereof:
AYES: Chairman Sidhu and Authority Members O'Neil, Diaz, Ma'ae, Moreno,
Valencia, and Faessel
NOES: None
ABSTAIN: None
ABSENT: None
IN WITNESS WHEREOF, I have hereunto set my hand this 161h day of March, 2022.
SEwCRETARY OF THE ANAHEIM HOUSING AND
PUBLIC IMPROVEMENTS AUTHORITY
(SEAL)