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AHPIA-2022-002AHPIA RESOLUTION NO. 2022- 002 RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY, (I) AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $520,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS, SERIES 2022- A (ELECTRIC UTILITY DISTRIBUTION SYSTEM IMPROVEMENTS), REVENUE BONDS, SERIES 2022-B (ELECTRIC UTILITY GENERATION SYSTEM IMPROVEMENTS), REVENUE REFUNDING BONDS, SERIES 2022-C (ELECTRIC UTILITY DISTRIBUTION SYSTEM REFUNDING) (TAXABLE) AND REVENUE REFUNDING BONDS, SERIES 2022-D (ELECTRIC UTILITY DISTRIBUTION SYSTEM REFUNDING) OF SAID AUTHORITY; (II) APPROVING THE REFUNDING, DEFEASANCE, AND PURCHASE THROUGH TENDER OFFER OF OUTSTANDING BONDS OR EXCHANGE THEREFOR; (III) APPROVING THE FORMS AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, AN INSTALLMENT PURCHASE AGREEMENT, ONE OR MORE PURCHASE CONTRACTS, A DEALER MANAGER AGREEMENT, AN INVITATION TO TENDER AND OTHER RELATED DOCUMENTS; (IV) APPROVING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; AND (V) 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 to the City's electric distribution system and generation system (the "Improvements") and the refinancing of certain assets of the City's electric distribution system (the "Assets" and, together with the Improvements, "Electric System Assets"), which refinancing may include, without limitation, refunding or purchasing, including in connection with a tender offer or bond exchange, bonds of the Authority, the Anaheim Public Financing Authority and the California Municipal Finance Authority previously issued to finance or refinance electric distribution system assets (the "Prior Bonds"); and WHEREAS, it is proposed that the Authority sell the Electric System Assets to the City and the City purchase such Electric 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 (Electric Utility Distribution System Improvements) (the "2022 A Bonds"), Revenue Bonds, Series 2022-B (Electric Utility Generation System Improvements) (the "2022 B Bonds"), Revenue Refunding Bonds, Series 2022-C (Electric Utility Distribution System Refunding) (Taxable) (the "2022-C Bonds") and Revenue Refunding Bonds, Series 2022-D (Electric Utility Distribution System Refunding) (the "2022-D Bonds" and collectively with the 2022-A Bonds, the 2022-B Bonds and the 2022-C Bonds, the "2022 Bonds") in the aggregate principal amount of not to exceed $520,000,000 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 one or more Purchase Contracts (the "Purchase Contract") with Wells Fargo Bank, National Association, as representative of itself, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as underwriters (collectively, the "Underwriters"), the proposed form of which has been presented to this Board, providing for the negotiated sale, forward delivery and/or direct purchase of the 2022 Bonds to the Underwriters; and WHEREAS, the Authority and the City may undertake the refinancing of all or a portion of the Prior Bonds through a tender for purchase or exchange of Prior Bonds by invitation of the Authority and the City; and WHEREAS, in order to facilitate the potential tender for purchase or exchange of all or a portion of the Prior Bonds, it is proposed that the Authority enter into a dealer manager agreement (the "Dealer Manager Agreement") with Wells Fargo Bank, National Association (the "Dealer Manager"), the proposed form of which has been presented to this Board; and WHEREAS, in order to facilitate the potential tender for purchase or exchange of all or a portion of the Prior Bonds, the Authority desires to authorize the Dealer Manager's use of an Invitation to Tender or Exchange Bonds (the "Invitation to Tender"), the proposed form of which has been presented to this Board; 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 $520,000,000. 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 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. 2 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 7 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 the negotiated sale, forward delivery and/or direct purchase of the 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 7 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 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 a Dealer Manager Agreement in the form of Dealer Manager Agreement on file with the Secretary, 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. 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 Dealer Manager Agreement, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Dealer Manager Agreement. Section 5. 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 6. The Board hereby approves the Invitation to Tender in the form thereof on file with the Secretary, together with such additions thereto and changes therein as are approved by any Authorized Officer, upon consultation with the City Attorney and Bond Counsel. The Board hereby authorizes the distribution of the Invitation to Tender by the Dealer Manager in connection with the potential tender for purchase or exchange of all or a portion of the Prior Bonds. Section 7. The agreements and documents approved in Sections 1, 2, 3 and 4 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, 3 and 4 hereof, the following with respect to the 2022 Bonds: (a) the aggregate principal amount of the 2022 Bonds, which shall not exceed $520,000,000; (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) provisions contemplating tender for purchase or exchange of Prior Bonds; (f) the capital projects to be financed with the proceeds of the 2022 Bonds; (g) the outstanding obligations of the City, the Authority, the Anaheim Public Financing Authority and the California Municipal Finance Authority to be refinanced, defeased or refunded by the 2022 Bonds, tendered for purchase or exchanged; (h) the yield on the 2022 Bonds, which shall not exceed 4.50%; (i) (i) the Underwriters' discount on the 2022 Bonds, which shall not exceed 0.45% of the principal amount thereof; and 0) the Dealer Manager fee, which shall not exceed 0.45% of the principal amount of Target Bonds (as defined in the Dealer Manager Agreement) purchased or exchanged pursuant to the Invitation to Tender. Section 8. 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 4 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), the Dealer Manager Agreement, the Invitation to Tender and this Resolution, and such actions previously taken by such officers, employees and agents are hereby ratified and confirmed. Section 9. 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 10. 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 11. This Resolution shall take effect from and after its date of adoption. 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: Chairman Sidhu and Authority Members O'Neil, Diaz, AYES: Ma'ae, Moreno, Valencia and Faessel NOES: None ABSENT: None ABSTAIN: None ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY (SEAL) ATTEST: -TA Y OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY C EXHIBIT A GOOD FAITH ESTIMATES The following information was obtained from the Underwriters with respect to the 2022 Bonds to be approved by 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 $496,220,000 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 3.22%. 2. Finance Charge of the 2022 Bonds. Assuming an aggregate principal amount of $496,220,000 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 $1,740,550. 3. Amount of Proceeds to be Received. Assuming an aggregate principal amount of $496,220,000 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 $520,534,388. 4. Total Payment Amount. Assuming an aggregate principal amount of $496,220,000 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 $695,038,343. 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. A-1 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 2022-002 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. ET RY OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY (SEAL)