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AHPIA-2022/03/15ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY REGULAR MEETING OF MARCH 15, 2022 The Anaheim Housing and Public Improvements Authority regular meeting was called to order at 5:18 P.M. in the City Council Chamber located at 200 S. Anaheim Blvd. in joint session with the Anaheim Housing Authority and the Anaheim City Council. The meeting notice, agenda, and related materials were duly posted on March 10, 2022. MEMBERS PRESENT: Chairman Harry Sidhu and Authority Members Trevor O'Neil, Jose Diaz, Gloria Ma'ae, Jose F. Moreno, Avelino Valencia, and Stephen Faessel STAFF PRESENT: City Manager Jim Vanderpool, City Attorney Robert Fabela, and Secretary Theresa Bass ADDITIONS/DELETIONS TO THE AGENDA: None PUBLIC COMMENTS (all agenda items): No in -person or electronically submitted public comments related to the Anaheim Housing and Public Improvements Authority agenda. CITY MANAGER'S UPDATE: None At 6:17 P.M., Chairman Sidhu recessed the Anaheim Housing and Public Improvements Authority and the Anaheim City Council to address the Anaheim Housing Authority agenda. At 6:17 P.M., Mayor Sidhu adjourned the Anaheim Housing Authority and reconvened the Anaheim Housing and Public Improvements Authority, in joint session with the City Council. ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY CONSENT CALENDAR: MOTION: Authority Member O'Neil moved to approve the consent calendar as presented, seconded by Authority Member Diaz. ROLL CALL VOTE: AYES — 7 (Chairman Sidhu and Authority Members O'Neil, Diaz, Ma'ae, Moreno, Valencia, and Faessel); NOES — 0. Motion carried. HP1188 5. Approve minutes of the Housing and Public Improvements Authority meeting of November 16, 2021. CITY COUNCIL AND ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY END OF CONSENT CALENDAR: B137.1 6. Consider two resolutions of the Anaheim Housing and Public Improvements Authority (AHPIA) and two resolutions of the City Council, separately, authorizing the issuance (AHPIA) and approving the issuance (City Council) of Revenue Bonds, Series 2022-A (Water System Project), Revenue Refunding Bonds, Series 2022-B (Water System Anaheim Housing and Public Improvements Authority Minutes of March 15, 2022 Page 2 of 5 Refunding) (Taxable) and Revenue Refunding Bonds, Series 2022-C (Water System Refunding) in the aggregate principal amount not to exceed $212,000,000, and 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) in the aggregate principal amount not to exceed $520,000,000, and related items. Anaheim Housing and Public Improvements Authority Action: B137.1 6-A. RESOLUTION NO. AHPIA-2022-001 RESOLUTION OF THE BOARD OF AGR-13402 DIRECTORS OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AGR-13402.0.1 AUTHORITY, (i) authorizing the issuance of not to exceed $212,000,000 aggregate AGR-13402.0.2 principal amount of Revenue Bonds, Series 2022-A (Water System Project), Revenue AGR-13402.0.3 Refunding Bonds, Series 2022-B (Water System Refunding) (Taxable) and Revenue AGR-13402.0.4 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 AGR-13402.0.5 Installment Purchase Agreement, one or more Purchase Contracts and other related AGR-13402.0.E documents; (iii) approving the execution and delivery of an Official Statement; and (iv) AGR-13402.0.7 approving certain actions in connection therewith. AGR-13402.0.8 AGR-13402.0.9 RESOLUTION NO. AHPIA-2022-002 RESOLUTION OF THE BOARD OF AGR-13402.0.10 DIRECTORS OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AGR-13402.0.11 AUTHORITY, (i) authorizing the issuance of not to exceed $520,000,000 aggregate AGR-13402.0.12 principal amount of Revenue Bonds, Series 2022-A (Electric Utility Distribution System AGR-13402.0.13 Improvements), Revenue Bonds, Series 2022-B (Electric Utility Generation System AGR-13402.0.14 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. City Council Action: 6137.1 AGR-13402 6-B. RESOLUTION NO. 2022-022 RESOLUTION OF THE CITY COUNCIL OF THE AGR-13402.0.1 CITY OF ANAHEIM (i) approving the issuance of not to exceed $212,000,000 aggregate AGR-13402.0.2 principal amount of Revenue Bonds, Series 2022-A (Water System Project), Revenue AGR-13402.0.3 Refunding Bonds, Series 2022-B (Water System Refunding) (Taxable) and Revenue AGR-13402.0.4 Refunding Bonds, Series 2022-C (Water System Refunding) of the Anaheim Housing AGR-13402.0.5 and Public Improvements Authority; (ii) approving the forms and authorizing the execution of an Installment Purchase Agreement, an Indenture of Trust, one or more AGR-13402.0.E Escrow Agreements, a Continuing Disclosure Agreement, one or more Purchase AGR-13402.0.7 Contracts and other related documents; (iii) approving the delivery of an Official AGR-13402.0.8 Statement; and (iv) approving certain actions in connection therewith. AGR-13402.0.9 AGR-13402.0.10 AGR-13402.0.11 AGR-13402.0.12 AGR-13402.0.13 AGR-13402.0.14 Anaheim Housing and Public Improvements Authority Minutes of March 15, 2022 Page 3 of 5 RESOLUTION NO. 2022-023 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (i) approving 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 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 Installment Purchase Agreement, an Indenture of Trust, one or more Escrow Agreements, a Continuing Disclosure Agreement, one or more Purchase Contracts, a Dealer Manager Agreement, an Invitation to Tender and other related documents; (iv) approving the delivery of an Official Statement; and (v) approving certain actions in connection therewith. Public Utilities Assistant General Manager of Finance Brian Beelner reported Anaheim Public Utilities (APU) is requesting permission to issue utility revenue bonds to both refund or refinance outstanding older debt and to provide capital to replace and upgrade aging infrastructure. He reported APU has over $2 billion in assets to help the City and 45% of them have been financed with tax-exempt municipal bonds. He noted the bonds are specifically secured by utility revenue and not by the General Fund, with APU assuming all debt. Mr. Beelner reported APU handles capital improvements through bonds and not cash because it is important to spend cash as it is received from customers so customers can better benefit from the payment plan for these assets. He added APU could issue bonds on a tax-exempt basis making its interest rates lower than its corporate brethren. He added this ability to amass less expensive debt allows APU to offer customers low electric and water rates. He added interest rates are historically low and this allows APU to leverage its high credit rating to refinance older debt and invest in system improvements without overly burdening customers. Mr. Beelner proposed for the electric utility to refinance $395,000,000 of existing debt to shorten the term by two years while realizing $45,300,000 savings in interest, invest $75,000,000 of new money in battery energy storage, and invest $50,000,000 of new money in equipment replacements. He reported the battery energy storage would provide $200,000,000 in cost recovery savings over the life of the investment. He stated for the water utility, APU plans to refinance $162,000,000 of existing debt to realize an interest savings of $6,100,000 over 11 years and invest $50,000,000 of new money for water pipeline and equipment replacements and upgrades. He detailed the outstanding bonds the City would be refinancing and shortening to account for the total savings of $51,400,000. He stated this would help with the goal of having a carbon -free utility by 2045 by helping lessen the duration of debt service repayments. Mr. Beelner reported the average customer pays significantly less for their water and electricity than in other northern Orange County cities. DISCUSSION: Chairman Sidhu commended APU's plan to save customers money by refinancing and to improve infrastructure without increasing rates. In response to Authority Member Diaz's inquiry, Mr. Beeler stated the battery bonds would be 10 years because that is their life span. APU General Manager Dukku Lee clarified the lifespan for the battery system is 10 years but some of the other new money bonds requested would have a 30-year maturity based upon the technology the funds are being used for. Anaheim Housing and Public Improvements Authority Minutes of March 15, 2022 Page 4 of 5 Authority Member Diaz stated inflation and raw material prices are rising. He encouraged APU to get the capital improvements done as soon as possible. Anaheim Housing and Public Improvements Authority Action: MOTION: Authority Member O'Neil moved to approve RESOLUTION NO. AHPIA-2022-001 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; and RESOLUTION NO. AHPIA-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, seconded by Authority Member Ma'ae. ROLL CALL VOTE: AYES — 7 (Chairman Sidhu and Authority Members O'Neil, Diaz, Ma'ae, Moreno, Valencia, and Faessel); NOES — 0. Motion carried. City Council Action: MOTION: Mayor Pro Tern O'Neil moved to approve RESOLUTION NO. 2022-022 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; and RESOLUTION NO. 2022-023 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (i) approving 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 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 Anaheim Housing and Public Improvements Authority Minutes of March 15, 2022 Page 5 of 5 execution of an Installment Purchase Agreement, an Indenture of Trust, one or more Escrow Agreements, a Continuing Disclosure Agreement, one or more Purchase Contracts, a Dealer Manager Agreement, an Invitation to Tender and other related documents; (iv) approving the delivery of an Official Statement; and (v) approving certain actions in connection therewith, seconded by Council Member Ma'ae. ROLL CALL VOTE: AYES — 7 (Mayor Sidhu and Council Members O'Neil, Diaz, Ma'ae, Moreno, Valencia, and Faessel); NOES — 0. Motion carried. ADJOURNMENT: With no further business to conduct, Chairman Sidhu adjourned the meeting of the Anaheim Housing and Public Improvements Authority at 6:33 P.M. ctfully submitted, There �a Bass, CMC Secretary, Anaheim Housing and Public Improvements Authority