RES-2022-022RESOLUTION NO. 2022- 0 2 2
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (I)
APPROVING 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
THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY;
(II) APPROVING THE FORMS AND AUTHORIZING THE EXECUTION OF
AN INSTALLMENT PURCHASE AGREEMENT, AN INDENTURE OF
TRUST, ONE OR MORE ESCROW AGREEMENTS, A CONTINUING
DISCLOSURE AGREEMENT, ONE OR MORE PURCHASE CONTRACTS
AND OTHER RELATED DOCUMENTS; (III) APPROVING THE 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 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 financing of
certain public capital improvements to 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 City initially sell the Water System Assets to
the Authority, and 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 City Council, 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 City Council, 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 "2022-13 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, the 2022 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 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, 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
one or more series of 2022 Bonds, and certain other moneys, be deposited in an escrow fund or
funds created pursuant to one or more escrow agreements (each an "Escrow Agreement") between
the City and U.S. Bank Trust Company, 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 water
revenue obligations of the City; 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 2022 Bonds
by the Authority 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 City Council hereby approves the Indenture in the form thereof on file with the
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 City Manager, the City Treasurer, the Public Utilities General
Manager and the Public Utilities Assistant General Manager —Finance and Energy Resources, and
their respective designees (each, an "Authorized Officer"), are each hereby authorized and directed
to execute, and the 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.
2
The City Council 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 City Council hereby approves the Installment Purchase
Agreement in the form thereof on file with the 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 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 one or more Escrow Agreements
in the form thereof on file with the 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 City Clerk is hereby authorized and directed to attest
and affix the seal of the City to, the final form of each Escrow Agreement, for and in the name and
on behalf of the City. The City Council hereby authorizes the delivery and performance of each
Escrow Agreement.
Section 4. The City Council hereby approves the Continuing Disclosure
Agreement in the form on file with the 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 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 one or more Purchase Contracts
for specified series of 2022 Bonds in the form thereof on file with the 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 City Clerk is hereby authorized and
directed to attest and to affix the seal of the City to, the final form of each Purchase Contract, for
and in the name and on behalf of the City. The City Council hereby authorizes the delivery and
performance of each Purchase Contract.
Section 6. The City Council hereby approves the Preliminary Official
Statement relating to the 2022 Bonds (the "Preliminary Official Statement") in the form thereof
on file with the City Clerk, with such additions thereto and changes therein as are approved by any
Authorized Officer, upon consultation with the 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 2022 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 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 2022 Bonds.
Section 7. The agreements and documents 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 and documents approved in Sections 1, 2, 3, 4 and 5 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 number of series of 2022 Bonds and the designations of each series of
2022 Bonds;
(c) provisions contemplating forward delivery and/or direct purchase of one or
more series of 2022 Bonds;
(d) the capital projects to be financed with the proceeds of the 2022 Bonds;
(e) the final 2022 Purchase Payment under the Installment Purchase
Agreement, which shall be due and payable not later than October 1, 2052;
(t) 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 8. The Mayor, the City Manager, the Public Utilities General Manager
and the Public Utilities Assistant General Manager —Finance and Energy Resources, the City
Treasurer, the City Attorney and the 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 2022 Bonds, and to
consummate the transactions contemplated by the Indenture, the Installment Purchase Agreement,
the Continuing Disclosure Agreement, each Escrow Agreement, each Purchase Contract and this
Resolution, and such actions previously taken by such officers, employees and agents are hereby
ratified and confirmed.
Section 9. This City Council hereby finds and determines that the transfer of
title to Water 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.
4
Section 10. The City Council 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 11. 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 12. This Resolution shall take effect from and after its date of adoption.
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 15tb day of March, 2022, by
the following vote:
AYES: Mayor Sidhu and Council Members O'Neil, Diaz,
Ma'ae, Moreno, Valencia and Faessel
NOES: None
ABSENT: None
ABSTAIN: None
[SEAL]
ATT T:
Y CL RK OF THE CITY OF ANAHEIM
0
CITY,)F ANAHEIM
ANAHEIM
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 City 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 City's control.
A-1
CLERK'S CERTIFICATE
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Resolution No. 2022-022 adopted at a regular meeting provided by law, of the Anaheim
City Council held on the 15th day of March 2022 by the following vote of the members thereof:
AYES: Mayor Sidhu and Council 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 16th day of March. 2022.
CITY CL RK OF THE CITY OF ANAHEIM
(SEAL)