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RES-2024-074RESOLUTION NO. 2024- 0 7 4 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (I) AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $380,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVENUE REFUNDING BONDS, SERIES 2024-A (ELECTRIC UTILITY DISTRIBUTION SYSTEM REFUNDING) BY THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS 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, A PURCHASE CONTRACT, A CONTINUING DISCLOSURE AGREEMENT, 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 that established 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 the City's public capital improvements; 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 "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 California Municipal Finance Authority, or the Anaheim Public Financing Authority previously issued to finance or refinance electric distribution system assets (the "Prior Bonds"); and WHEREAS, in order to assist the City with the refinancing of the Electric System Assets, it is proposed that the City initially sell the Electric System Assets to the Authority and that the Authority will sell the Electric System Assets back to the City, and the City will purchase such Electric System Assets from the Authority, pursuant to an Installment Purchase Agreement (the "Installment Purchase Agreement") entered into by and between the City and the Authority, the proposed form of which has been presented to this City Council, under which the City will agree to make certain installment purchase payments (the "2024-A Purchase Payments") to the Authority; and WHEREAS, the City and the Authority have determined that it is in the best interests of the City, the Authority, and the citizens of the City to authorize the issuance of the Authority's Revenue Refunding Bonds, Series 2024-A (Electric Utility Distribution System Refunding) (the "2024-A Bonds") in the aggregate principal amount of not to exceed $380,000,000 under the provisions of the Bond Law for the purpose of raising funds necessary to provide such financial assistance to the City, pursuant to an Indenture of Trust (the "Indenture") by and among the City, the Authority, and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), the proposed form of which has been presented to this City Council; and WHEREAS, the 2024-A Bonds will be offered for sale through a Preliminary Official Statement and an Official Statement (each as defined herein), the proposed form of which has been presented to this City Council; and WHEREAS, it is proposed that the City enter into one or more Purchase Contracts (the "Purchase Contract") with the Authority and Goldman Sachs & Co. LLC, as underwriter (the "Underwriter"), the proposed form of which has been presented to this City Council, providing for the negotiated sale, forward delivery, and/or direct purchase of the 2024-A Bonds; 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 City enter into a dealer manager agreement (the "Dealer Manager Agreement") with Goldman Sachs & Co. LLC, as dealer manager (the "Dealer Manager"), the proposed form of which has been presented to this City Council; and WHEREAS, in order to facilitate the potential tender for purchase or exchange of all or a portion of the Prior Bonds, the City 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 City Council; 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 Underwriter in complying with SEC Rule 15c2-12;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: 1. The City Council hereby authorizes the issuance of the 2024-A Bonds by the Authority under and pursuant to the Bond Law; provided, the aggregate principal amount of the 2024-A Bonds shall not exceed $380,000,000. The 2024-A 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 2 with Section 8 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. The City Council hereby authorizes the issuance of the 2024-A Bonds in accordance with the terms and provisions of the Indenture (as executed and delivered). 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 8 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. 3. The City Council hereby approves the Continuing Disclosure 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 8 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. 4. The City Council hereby approves one or more Purchase Contracts for the negotiated sale, forward delivery, and/or direct purchase of the 2024-A Bonds 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 8 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 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. 5. The City Council hereby approves a Dealer Manager 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 8 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 Dealer Manager Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Dealer Manager Agreement. 6. The City Council hereby approves the Preliminary Official Statement relating to the 2024-A 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 2024-A 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 Underwriter in connection with the offering and sale of the 2024-A Bonds. 7. The City Council hereby approves the Invitation to Tender 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 Bond Counsel. The City Council 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. 8. 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 (including additions and changes necessary to satisfy the requirements of any provider of a municipal bond insurance policy for the 2024-A Bonds) as shall have been approved by an Authorized Officer. 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 2024-A Bonds: (a) the aggregate principal amount of the 2024-A Bonds, which shall not exceed $380,000,000; (b) the number of series of 2024-A Bonds and the designations of each series of 2024-A Bonds; (c) provisions contemplating tender for purchase or exchange of Prior Bonds; (d) the outstanding obligations of the City, the Authority, the Anaheim Public Financing Authority, and the California Municipal Finance Authority to be refinanced, defeased, refunded, tendered for purchase, or exchanged by or for the 2024-A Bonds, tendered for purchase or exchanged; (e) the final 2024-A Purchase Payment under the Installment Purchase Agreement, which shall be due and payable not later than October 1, 2054; (f) the yield on the 2024-A Bonds, which shall not exceed 5.5%; H (g) the Underwriter's discount on the 2024-A Bonds, which shall not exceed 0.45% of the principal amount thereof, and (h) 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. 9. The 2024-A 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. The 2024-A Purchase Payments and all other payments with respect to Qualified Obligations shall be equally 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 2024-A Purchase Payments and any other Qualified Obligations. 10. The Mayor, the City Manager, the Public Utilities General Manager, 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 that they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the 2024-A Bonds, and to consummate the transactions contemplated by the Indenture, the Installment Purchase Agreement, the Continuing Disclosure Agreement, each Purchase Contract, 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. 11. This City Council hereby finds and determines that the transfer of title to Electric 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. 12. 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. 13. In accordance with Government Code section 5852.1, good faith estimates of the following are set forth on Exhibit A attached hereto: (a) the true interest cost of the 2024-A Bonds, (b) the sum of all fees and charges paid to third parties with respect to the 2024-A Bonds, (c) the amount of proceeds of the 2024-A 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 2024- A Bonds, and (d) the sum total of all debt service payments on the 2024-A Bonds calculated to the final maturity of the 2024-A Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2024-A Bonds. 14. 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 16t' day of July, 2024, by the following vote: AYES: Mayor Aitken and Council Members Kurtz, Diaz, Leon, Rubalcava, Faessel and Meeks NOES: None ABSENT: None ABSTAIN: None CITY OF ANAHEIM MAYOR OF TI 'ITY OF ANAHEIM [SEAL] ATTEST: 6Y C L1 RK OF �THECITY OF ANAHEIM (139433408 / 151642) EXHIBIT A GOOD FAITH ESTIMATES The following information was obtained from the Underwriter with respect to the 2024-A Bonds that are to be approved by this Resolution and is being provided in compliance with Government Code section 5852.1 with respect to the 2024-A Bonds: 1. True Interest Cost of the 2024 A Bonds. Assuming an aggregate principal amount of $43,645,000.00 of the 2024-A 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 2024-A 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 2024-A Bonds, is 3.44%. 2. Finance Charge of the 2024-A Bonds. Assuming an aggregate principal amount of $43,645,000.00 of the 2024-A 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 2024-A Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the 2024-A Bonds), is $426,407.88. 3. Amount of Proceeds to be Received. Assuming an aggregate principal amount of $43,645,000.00 of the 2024-A 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 2024-A Bonds less the finance charge of the 2024- A Bonds described in 2 above and any reserves or capitalized interest paid or funded with proceeds of the 2024-A Bonds, is $47,485,320.07. 4. Total Payment Amount. Assuming an aggregate principal amount of $43,645,000.00 of the 2024-A 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 2024-A Bonds plus the finance charge of the 2024-A Bonds described in paragraph 2 above not paid with the proceeds of the 2024-A Bonds, calculated to the final maturity of the 2024-A Bonds, is $58,934,520.14. 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 2024-A Bond sales, the amount of 2024-A Bonds sold, the amortization of the 2024-A Bonds sold, and market interest rates at the time of each sale. The date of sale and the amount of 2024-A Bonds sold will be determined by the City based on market and other factors. The actual interest rates at which the 2024-A Bonds will be sold will depend on the bond market at the time of sale. The actual amortization of the 2024-A 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. 2024-074 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 161 day of July, 2024 by the following vote of the members thereof: AYES: Mayor Aitken and Council Members Kurtz, Diaz, Leon, Rubalcava, Faessel and Meeks NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 17t" day of July, 2024. ACITYK OF THE CITY OF ANAHEIM (SEAL)