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RES-2025-069RESOLUTION NO. 2025- 069 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (I) APPROVING THE ISSUANCE OF NOT TO EXCEED $275,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS, SERIES 2025- A (ELECTRIC UTILITY DISTRIBUTION SYSTEM IMPROVEMENTS) AND REVENUE REFUNDING BONDS, SERIES 2025-B (ELECTRIC UTILITY DISTRIBUTION 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, ESCROW AGREEMENTS, A CONTINUING DISCLOSURE AGREEMENT, A PURCHASE CONTRACT 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 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 financing and refinancing of certain public capital improvements to the City's electric distribution 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"); and WHEREAS, in order to assist the City with the financing and refinancing of the Electric System Assets, it is proposed that the City initially will 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"), 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 (respectively, the "2025 Purchase Payments") to the Authority; and WHEREAS, the Authority and the City have determined that it is in the best interests of the Authority, the City and the City's citizens to authorize the issuance of the Authority's Revenue Bonds, Series 2025-A (Electric Utility Distribution System Improvements) (the "2025-A Bonds) and Revenue Refunding Bonds, Series 2025-B (Electric Utility Distribution System Refunding) (the "2025-13 Bonds" and, together with the 2025-A Bonds, the "2025 Bonds") in the aggregate principal amount of not to exceed $275,000,000, pursuant to an Indenture of Trust (the "Indenture"), by and among the Authority, the City and U.S. Bank Trust Company, National 298213126.7 Association, as trustee (the "Trustee"), the proposed form of which has been presented to this City Council; and WHEREAS, the 2025 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 a Purchase Contract (the "Purchase Contract") with J.P. Morgan Securities LLC, as representative of itself, Wells Fargo Bank, National Association and Truist Securities, Inc., as underwriters (collectively, the "Underwriters"), the proposed form of which has been presented to this City Council, providing for the negotiated sale of the 2025 Bonds to the Underwriters; and WHEREAS, it is proposed that a portion of the proceeds received from the sale of the 2025-B Bonds, and certain other moneys, be deposited in one or more escrow funds created pursuant to one or more escrow agreements (collectively, the "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 electric revenue obligations of the City; 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, 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 2025 Bonds by the Authority under and pursuant to the Bond Law; provided, the aggregate principal amount of the 2025 Bonds shall not exceed $275,000,000. The 2025 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 & 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 approves the issuance of the 2025 Bonds in accordance with the terms and provisions of the Indenture (as executed and delivered). 298213126.7 2 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 forms 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 or forms of the Escrow Agreements, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Escrow Agreements. 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 the Purchase Contract 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 Purchase Contract, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Purchase Contract. Section 6. The City Council hereby approves the Preliminary Official Statement relating to the 2025 Bonds (the "Preliminary Official Statement") in the forms 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 2025 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 298213126.7 3 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 2025 Bonds. Section 7. The agreements and documents approved in Sections 1, 2, 3, 4, 5 and 6 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 2025 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, 5 and 6 hereof, the following with respect to the 2025 Bonds: (a) the aggregate principal amount of the 2025 Bonds, which shall not exceed $275,000,000; (b) the capital projects to be financed with the proceeds of the 2025-A Bonds; (c) the outstanding obligations of the City, the Authority and the California Municipal Finance Authority to be refinanced, defeased or refunded by the 2025-B Bonds; (d) the final 2025 Purchase Payment under the Installment Purchase Agreement, which shall be due and payable not later than October 1, 2055; (e) the yield on the 2025 Bonds, which shall not exceed 5.25%; and (f) the Underwriters' discount on the 2025 Bonds, which shall not exceed 0.40% of the principal amount thereof. Section 8. The 2025 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 such 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. 2025 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 2025 Purchase Payments and any other Qualified Obligations. Section 9. The Mayor, the City Manager, the Public Utilities General Manager, the Public Utilities Assistant General Manager —Finance & 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 2025 Bonds, and to consummate the transactions contemplated by the Indenture, the Installment Purchase Agreement, the Continuing Disclosure 298213126.7 4 Agreement, the Escrow Agreements, the Purchase Contract and this Resolution, and such actions previously taken by such officers, employees and agents are hereby ratified and confirmed. Section 10. 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. Section 11. 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 12. 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 2025 Bonds, (b) the sum of all fees and charges paid to third parties with respect to the 2025 Bonds, (c) the amount of proceeds of the 2025 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 2025 Bonds, and (d) the sum total of all debt service payments on the 2025 Bonds calculated to the final maturity of the 2025 Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2025 Bonds. Section 13. This Resolution shall take effect from and after its date of adoption. 298213126.7 5 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 12th day of August, 2025, by the following vote: AYES: Mayor Aitken and Council Members Meeks, Balius, Leon, Rubalcava, Kurtz and Maahs NOES: None ABSENT: None ABSTAIN: None CITY OF ANAHEIM MAYOR OFT ITY OF ANAHEIM [SEAL] A OF THE CITY OF ANAHEIM 298213126.7 6 EXHIBIT A The following information was obtained from the Underwriters with respect to the 2025 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 2025 Bonds: 1. True Interest Cost of the 2025 Bonds. Assuming an aggregate principal amount of $213,035,000 of the 2025 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 2025 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 2025 Bonds, is 4.4%. 2. Finance Charge of the 2025 Bonds. Assuming an aggregate principal amount of $213,035,000 of the 2025 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 2025 Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the 2025 Bonds), is $1,192,364. 3. Amount of Proceeds to be Received. Assuming an aggregate principal amount of $213,035,000 of the 2025 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 2025 Bonds (including estimated original issue premium) less the finance charge of the 2025 Bonds described in 2 above and any reserves or capitalized interest paid or funded with proceeds of the 2025 Bonds, is $218,966,458. 4. Total PaymentAmount. Assuming an aggregate principal amount of $213,035,000 of the 2025 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 2025 Bonds plus the finance charge of the 2025 Bonds described in paragraph 2 above not paid with the proceeds of the 2025 Bonds, calculated to the final maturity of the 2025 Bonds, is $368,954,852. 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 2025 Bond sales, the amount of 2025 Bonds sold, the amortization of the 2025 Bonds sold and market interest rates at the time of each sale. The date of sale and the amount of 2025 Bonds sold will be determined by the City based on market and other factors. The actual interest rates at which the 2025 Bonds will be sold will depend on the bond market at the time of sale. The actual amortization of the 2025 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. 298213126.7 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. 2025-069 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 12m day of August, 2025 by the following vote of the members thereof: AYES: Mayor Aitken and Council Members Meeks, Balius, Leon, Rubalcava, Kurtz and Maahs NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of August, 2025. CLERK OF THE CITY OF ANAHEIM (SEAL)