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APFA-2022-001 RESOLUTION NO. APFA-2022-0 01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A GROUND LEASE, A LEASE AGREEMENT, A FIRST AMENDMENT TO LEASE AGREEMENT, AN ASSIGNMENT AGREEMENT, A MASTER INDENTURE, A FIXED RATE SUPPLEMENTAL INDENTURE, A VARIABLE RATE SUPPLEMENTAL INDENTURE, A BOND PURCHASE CONTRACT, A REVOLVING BOND PURCHASE AGREEMENT, AN ACCOUNTS AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF ANAHEIM PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (ANAHEIM ARENA IMPROVEMENT PROJECT), APPROVING THE ISSUANCE OF THE LEASE REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $400,000,000, AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorizes and empowers local agencies to form a joint powers authority and Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California(Marks-Roos Local Bond Pooling Act of 1985) (the "Act") authorizes and empowers such an authority to issue bonds for the purpose of financing and refinancing public capital improvements or projects to further public purposes and effect significant public benefits, as determined by the local agency; WHEREAS,the City of Anaheim (the"City")and the Anaheim Redevelopment Agency have heretofore entered into a Joint Exercise of Powers Agreement dated January 28, 1992 (the "Joint Powers Agreement"), which created and established the Anaheim Public Financing Authority (the "Authority") for the purpose, among others, of issuing its bonds to be used to provide financial assistance to the City to finance and refinance public capital improvements; WHEREAS, the City is the owner of certain real property (the "Arena Property") and the approximately 19,000 seat arena currently known as the Honda Center at 2695 East Katella Avenue, Anaheim, California, and located thereon (the "Arena"), which Arena is operated by Anaheim Arena Management, LLC, a California limited liability company(the "Manager"), on behalf of the City; WHEREAS,the City will become the owner of certain additional real property interests to be set forth in the Lease Agreement (defined below), currently owned by various private entities, including, but not limited to, TS Anaheim, LLC and/or its affiliated entities (collectively, "TS Anaheim") and will lease certain additional real property interests from TS Anaheim pursuant to a Site Lease by and between TS Anaheim and the City (such real property interests, collectively, the "Additional Project Property"and together with the Arena and the Arena Property, collectively,the "Property"); WHEREAS, to facilitate the financing of the costs of the acquisition, design, construction, installation, improvement, replacement and equipping, as appropriate,of certain capital improvements on and with respect to the Property, as described in the Indenture (defined below) (the 4870-9949-5722v8/022363-0037 -Improvements" and, together with the Property, the "Project"), a portion of which Project is currently known as "OCVibe", the City is leasing the Property to the Authority pursuant to a Ground Lease (such Ground Lease, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Ground Lease"), and the City is subleasing the Property back from the Authority pursuant to a Lease Agreement(such Lease Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Lease Agreement"); WHEREAS, the City Council of the City (the "City Council") has requested and approved the Authority's issuance of the Anaheim Public Financing Authority Lease Revenue Bonds(Anaheim Arena Improvement Project), in one or more series, in an aggregate principal amount not to exceed $400,000,000,certain series of which will be issued with fixed interest rates(the"Fixed Rate Bonds") and certain series of which will be issued with variable interest rates (the "Variable Rate Bonds"and together with the Fixed Rate Bonds, collectively, the "Series 2023 Bonds") (and together with any additional series of bonds issued under the Indenture, the "Bonds"), either at the same time or at separate intervals as described herein,and either as tax-exempt bonds under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), or as bonds subject to federal income taxation, pursuant to the Act and secured by the Master Indenture (as defined below), as supplemented and amended by one or more Supplemental Indentures, each by and among the Authority,the City and the Trustee; WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof,premium, if any, and interest thereon,the Authority, the City and U.S. Bank Trust Company, National Association, as Trustee (the "Trustee"), propose to enter into a Master Indenture (the "Master Indenture"), and one or more Fixed Rate Supplemental Indentures (the"Fixed Rate Supplemental Indenture")and one or more Variable Rate Supplemental Indentures (the "Variable Rate Supplemental Indenture"), in the forms presented to this meeting, (the Master Indenture,the Fixed Rate Supplemental Indenture and the Variable Rate Supplemental Indenture,with such changes, insertions and omissions as are made pursuant to this Resolution,being referred to herein collectively as the "Indenture"); WHEREAS, the Bonds will be payable from the base rental payments (the "Base Rental Payments")to be made by the City pursuant to the Lease Agreement; WHEREAS, all rights to receive the Lease Revenues (as defined in the Master Indenture) (including the Base Rental Payments)will be assigned without recourse by the Authority to the Trustee; WHEREAS, in the event that the Fixed Rate Bonds and the Variable Rate Bonds are issued at separate intervals, certain amendments to the Lease Agreement will be necessary to, among other matters, increase the Base Rental Payments payable thereunder to be sufficient to pay the subsequently issued Series 2023 Bonds, and to accommodate such possibility, there is presented to this meeting the form of a First Amendment to Lease Agreement (such First Amendment to Lease Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "First Amendment to Lease Agreement"); WHEREAS, to the extent the Lease Agreement is executed at any time prior to the purchase and sale of the Series 2023 Bonds, such purchase and sale may be conditioned on the Authority's delivery of a Landlord Estoppel Certificate confirming that the Lease Agreement remains in full force 2 4870-9949-5722v8/022363-0037 and effect and that the City, as tenant thereunder, has performed its obligations thereunder in all respects as of the date of such certificate (such Landlord Estoppel Certificate being referred to herein as the "Landlord Estoppel Certificate (Lease Agreement)"); WHEREAS, in connection with the issuance of the Series 2023 Bonds, the Authority and the Trustee propose to enter into an Assignment Agreement (such Assignment Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution,being referred to herein as the"Assignment Agreement")pursuant to which,among other things, all rights to receive the Lease Revenues (as defined in the Master Indenture) will be assigned without recourse by the Authority to the Trustee; WHEREAS, in order to, among other matters, set forth the conditions to the issuance of the Bonds, to appoint Pacific Premier Bank(the "Accounts Bank") to hold and disburse certain revenues relating to the Project and to authorize the Trustee to hold and/or control certain collateral which will secure the Bonds, the City, the Authority, the Manager, the Trustee and the Accounts Bank desire to enter into the Accounts Agreement in the form presented to this meeting (such Accounts Agreement, in the form presented to this meeting,with such changes, insertions and omissions as are made pursuant to this Resolution the "Accounts Agreement"); WHEREAS, J.P. Morgan Securities LLC (the "Fixed Rate Bonds Underwriter") has presented a proposal with respect to the purchase and sale of the Fixed Rate Bonds, in the form of a Purchase Contract by and among the Fixed Rate Bonds Underwriter, the Authority and the City, to purchase the Fixed Rate Bonds from the Authority (such Purchase Contract, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Fixed Rate Bond Purchase Contract"); WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") requires that, in order to be able to purchase or sell the Fixed Rate Bonds, the underwriter thereof must have reasonably determined that the issuer thereof has, or one or more appropriate obligated persons have, undertaken in a written agreement or contract for the benefit of the holders of the Fixed Rate Bonds to provide disclosure of certain financial information and certain material events on an ongoing basis; WHEREAS, in order to cause such requirement to be satisfied, the Authority desires to enter into a Continuing Disclosure Agreement with the City, the Manager and U.S. Bank Trust Company, National Association, as Trustee and as Dissemination Agent, relating to the Fixed Rate Bonds (such Continuing Disclosure Agreement, in the form presented to this meeting,with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Continuing Disclosure Agreement"); WHEREAS, JPMorgan Chase Bank, National Association has presented a proposal with respect to the purchase and sale, from time to time, of the Variable Rate Bonds, in the form of a Revolving Bond Purchase Agreement by and among JPMorgan Chase Bank, National Association, and other institutional investors which may be named therein(collectively,the"Variable Rate Bonds Purchaser"),the Authority and the City,to purchase the Variable Rate Bonds from the Authority(such Revolving Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Variable Rate Bond Purchase Agreement"); 3 4870-9949-5722v8/022363-0037 WHEREAS, a form of the Preliminary Official Statement to be distributed in connection with the public offering of the Fixed Rate Bonds has been prepared (such Preliminary Official Statement, in the form presented to this meeting,with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement"); WHEREAS, there have been prepared and submitted to this meeting forms of: (a) the Ground Lease; (b) the Lease Agreement and the First Amendment to Lease Agreement; (c) the Master Indenture; (d) the Fixed Rate Supplemental Indenture; (e) the Variable Rate Supplemental Indenture; (f) the Assignment Agreement; (g) the Accounts Agreement; (h) the Fixed Rate Bond Purchase Contract; (i) the Variable Rate Bond Purchase Agreement; (j) the Continuing Disclosure Agreement; and (k) the Preliminary Official Statement; WHEREAS, the Authority desires to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the Series 2023 Bonds and to facilitate the Project; WHEREAS, Section 5852.1 of the California Government Code (the "Government Code") requires that the Board of Directors obtain from an underwriter, financial advisor or private lender and disclose, in a meeting open to the public, prior to authorization of the issuance of the Series 2023 Bonds, good faith estimates of(a) the true interest cost of the Series 2023 Bonds, (b)the sum of all fees and charges paid to third parties with respect to the Series 2023 Bonds, (c)the amount of proceeds of the Series 2023 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 Series 2023 Bonds, and (d)the sum total of all debt service payments on the Series 2023 Bonds calculated to the final maturity of the Series 2023 Bonds, plus the fees and charges paid to third parties not paid with the proceeds of the Series 2023 Bonds; WHEREAS, in compliance with Government Code Section 5852.1, the Board of Directors has obtained from PFM Financial Advisors LLC, as the Authority's municipal advisor, the required good faith estimates and such estimates are disclosed and set forth in Exhibit A attached hereto; WHEREAS, in accordance with Government Code Section 6586.5(a)(2),the City Council has conducted a public hearing in accordance with Government Code Section 6586.5(a)(2) with respect to 4 4870-9949-5722v8/022363-0037 the financing of the Project and has made a finding of significant public benefit in accordance with the criteria specified in Government Code Section 6586 and such public hearing was conducted following notice published in accordance with Government Code Section 6586.5(a)(2); and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided; NOW,THEREFORE,BE IT RESOLVED by the Board of Directors of the Anaheim Public Financing Authority, as follows: Section 1. The foregoing recitals are true and correct, and the Board of Directors so finds and determines. Section 2. The form of the Ground Lease, on file with the Secretary of the Authority (the "Secretary"), is hereby approved. Each of the Chairperson of the Authority, the Vice-Chairperson of the Authority, and such other member of the Board of Directors as the Chairperson may designate,the Executive Director of the Authority,the Treasurer of the Authority,the Secretary of the Authority and such other officers of the Authority as the Executive Director may designate (the "Authorized Officers") is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Ground Lease in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Ground Lease by such Authorized Officer. Section 3. The forms of the Lease Agreement and the First Amendment to Lease Agreement, on file with the Secretary, are hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Lease Agreement and the First Amendment to Lease Agreement in the forms submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Lease Agreement and the First Amendment to Lease Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate principal amount of the Series 2023 Bonds payable from the principal component of the Base Rental Payments being in excess of$400,000,000 and shall not result in the term of the Lease Agreement and the First Amendment to Lease Agreement terminating later than thirty-five years from the date of execution and delivery thereof (provided that such term may be extended as provided therein). Section 4. The form of the Assignment Agreement, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed,for and in the name of the Authority,to execute and deliver the Assignment Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Assignment Agreement by such Authorized Officer. 5 4870-9949-5722v8/022363-0037 Section 5. The form of the Accounts Agreement, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Accounts Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the by such Authorized Officer. Section 6. The form of the Master Indenture, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Master Indenture in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Master Indenture by such Authorized Officer. Section 7. Subject to the provisions of Section 8 hereof,the issuance of the Fixed Rate Bonds, in an aggregate principal amount(when combined with the Variable Rate Bonds issued in accordance with Section 10 below) not to exceed $400,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Fixed Rate Supplemental Indenture, be and the same is hereby authorized and approved. The Fixed Rate Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Fixed Rate Supplemental Indenture, as the same shall be completed as provided in this Resolution. Section 8. The form of the Fixed Rate Supplemental Indenture, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized,and any one of the Authorized Officers is hereby directed, for and in the name of the Authority,to execute and deliver the Fixed Rate Supplemental Indenture in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Fixed Rate Supplemental Indenture by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in a final maturity date of the Fixed Rate Bonds later than thirty-five years from the date of issuance thereof and in no event shall the true interest cost for the Fixed Rate Bonds exceed the maximum rate permitted under State law. Section 9. The form of the Fixed Rate Bond Purchase Contract, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized,and any one of the Authorized Officers is hereby directed, for and in the name of the Authority,to execute and deliver the Fixed Rate Bond Purchase Contract in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Fixed Rate Bond Purchase Contract by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount) from the principal amount of the Fixed Rate Bonds being in excess of 2.75%of the aggregate principal amount of the Fixed Rate Bonds. Section 10. Subject to the provisions of Section 11 hereof, the issuance of the Variable Rate Bonds, in an aggregate principal amount (when combined with the Fixed Rate Bonds issued in accordance with Section 7 above) not to exceed $400,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Variable Rate Supplemental Indenture, be and the 6 4870-9949-5722v8/022363-0037 same is hereby authorized and approved. The Variable Rate Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Variable Rate Supplemental Indenture,as the same shall be completed as provided in this Resolution. Section 11. The form of the Variable Rate Supplemental Indenture, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed,for and in the name of the Authority, to execute and deliver the Variable Rate Supplemental Indenture in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Variable Rate Supplemental Indenture by such Authorized Officer; provided, however,that such changes, insertions and omissions shall not result in a final maturity date of the Variable Rate Bonds later than thirty-five years from the date of issuance thereof. The Variable Rate Bonds will be issued with a variable rate of interest as described in the Variable Rate Supplemental Indenture and in no event shall the true interest cost for the Variable Rate Bonds exceed the maximum rate permitted under State law. Section 12. The form of the Variable Rate Bond Purchase Agreement, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Variable Rate Bond Purchase Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Variable Rate Bond Purchase Agreement by such Authorized Officer. Section 13. The form of the Continuing Disclosure Agreement, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized,and any one of the Authorized Officers is hereby directed, for and in the name of the Authority,to execute and deliver the Continuing Disclosure Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Continuing Disclosure Agreement by such Authorized Officer. Section 14. The form of the Preliminary Official Statement, on file with the Secretary, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Fixed Rate Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12 ). Section 15. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the Fixed Rate Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized,and any one of the Authorized Officers is hereby directed, for and in the name of the Authority,to execute the final Official Statement and any amendment or supplement thereto. 7 4870-9949-5722v8/022363-0037 Section 16. In connection with the issuance of the Series 2023 Bonds, the Board of Directors hereby approves the appointment of PFM Financial Advisors LLC to serve as municipal advisor to the Authority, Stradling Yocca Carlson & Rauth, a Professional Corporation, to serve as bond counsel to the Authority and as disclosure counsel to the Authority and the City, J.P. Morgan Securities LLC to serve as the Fixed Rate Bonds Underwriter and JPMorgan Chase Bank,National Association,together with other institutional investors to be named in the Variable Rate Bond Purchase Agreement,to serve as the Variable Rate Bonds Purchaser. Section 17. The Board of Directors hereby authorizes the execution and delivery of all agreements, documents, certificates and instruments authorized by this Resolution to be executed and delivered (a)with electronic signatures using DocuSign, as the same may be permitted under the California Uniform Electronic Transactions Act,and(b) with digital signatures using DocuSign,as the same may be permitted under Section 16.5 of the California Government Code. Section 18. The Authorized Officers are each hereby authorized and directed (a)to apply for municipal bond insurance for the Fixed Rate Bonds of one or more maturities and to obtain such insurance if the present value cost of such insurance is less than the present value of the estimated savings with respect to interest on such Fixed Rate Bonds resulting from the purchase of such insurance, (b) to apply for and obtain a reserve surety or reserve insurance policy to satisfy the reserve requirement for the Fixed Rate Bonds, if obtaining such reserve surety or reserve insurance policy is economically advantageous, and (c) with respect to any such policy or surety, the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to enter into a commitment letter agreement with the provider of such policy or surety agreeing to the conditions to the issuance of such policy or surety by such provider set forth in such commitment letter agreement, acknowledging the limitations to the obligations of such provider set forth therein and accepting the manner in which any request for a renewal or continuation of such provider's commitment to issue such policy or surety is to be made. Section 19. The Authorized Officers are each hereby authorized and directed to revise the documents approved by this Resolution, including, but not limited, to revising the series designation of the Series 2023 Bonds and creating additional series or subseries of Bonds, including such changes as may be necessary to reflect the issuance of any portion of the Series 2023 Bonds as tax-exempt bonds under the Code. Section 20. The Authorized Officers and their authorized deputies and agents of the Authority are, and each of them is, hereby authorized and directed, for and in the name of the Authority to do any and all things and to execute and deliver any and all agreements, documents, consents, acknowledgments, certificates (including the Landlord Estoppel Certificate (Lease Agreement)) and instruments which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution or necessary for the financing of the Improvements and otherwise to carry out,give effect to and comply with the terms and intent of this Resolution, including, but not limited to, any termination agreements to remove encumbrances from title on any portion of the Property,and any instruments as may be necessary to accept any real property interests with respect to the Additional Project Property. Section 21. All actions heretofore taken by the Authorized Officers and their authorized deputies and agents of the Authority with respect to the issuance and sale of the Series 2023 Bonds or in connection with or related to any of the agreements, documents, consents, acknowledgements, certificates or instruments referred to herein, are hereby approved, confirmed and ratified. 8 4870-9949-5722v8/022363-0037 Section 22. This Resolution shall take effect immediately upon its adoption. THE FOREGOING RESOLUTION was approved and adopted by the Board of Directors of the Anaheim Public Financing Authority at a regular meeting of said Board of Directors held on the 27th day of September, 2022, by the following vote: AYES: Vice-Chairman O 'Neil and Authority Members Diaz, Ma ' ae, Moreno, Valencia and raessel NOES: None ABSENT: None ABSTAIN: None [Chairperson vacancy] ANAHEIM PUBLIC FINANCING AUTHORITY VICE OcIAIRPERS N O OF T BOA OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY • SEC TARY OF THE BOARD OF DI TORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY 9 4870-9949-5722v8/022363-0037 EXHIBIT A GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the Series 2023 Bonds in accordance with Section 5852.1 of the California Government Code. Such good faith estimates have been provided to the Authority by PFM Financial Advisors LLC, the Authority's municipal advisor (the"Municipal Advisor"),which the Municipal Advisor has prepared in consultation with J.P.Morgan Securities LLC, as the Fixed Rate Bonds Underwriter. Principal Amount. Based on the Authority's financing plan and current market conditions, the good faith estimate of the aggregate principal amount of the Series 2023 Bonds to be issued and sold is $350,000,000 (the "Estimated Principal Amount"). True Interest Cost. Assuming that the Estimated Principal Amount of the Series 2023 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, the good faith estimate of the true interest cost of the Series 2023 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 Series 2023 Bonds, is 6.586%. Finance Charge. Assuming that the Estimated Principal Amount of the Series 2023 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, the good faith estimate of the finance charge for the Series 2023 Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Series 2023 Bonds), is $9,019,676. Amount of Proceeds to be Received. Assuming that the Estimated Principal Amount of the Series 2023 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate,the good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the Series 2023 Bonds, less the finance charge of the Series 2023 Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Series 2023 Bonds, is$271,300,000. Total Payment Amount. Assuming that the Estimated Principal Amount of the Series 2023 Bonds is sold,and based on market interest rates prevailing at the time of preparation of such estimate, the 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 Series 2023 Bonds, plus the finance charge for the Series 2023 Bonds,as described above,not paid with the proceeds of the Series 2023 Bonds,calculated to the final maturity of the Series 2023 Bonds, is $712,833,271, which excludes any reserves or capitalized interest funded or paid with proceeds of the Series 2023 Bonds(which may offset such total payment amount). The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the Series 2023 Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to(a)the actual date of the sale of the Series 2023 Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Series 2023 Bonds issued and sold being different from the Estimated Principal Amount,(c)the actual amortization A-1 4870-9949-5722v8/022363-0037 of the Series 2023 Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Series 2023 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Authority's financing plan, or a combination of such factors. The actual date of sale of the Series 2023 Bonds and the actual principal amount of Series 2023 Bonds issued and sold will be determined by the Authority based on the timing of the need for proceeds of the Series 2023 Bonds and other factors. The actual interest rates borne by the Series 2023 Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Series 2023 Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority. A-2 4870-9949-5722v8/022363-0037 SECRETARY'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original Resolution No. APFA-2022-001 adopted at a regular meeting provided by law, of the Anaheim Public Financing Authority held on the 27th day of September, 2022, by the following vote of the members thereof: AYES: Vice-Chairman O'Neil and Authority Members Diaz, Ma'ae, Moreno, Valencia, and Faessel NOES: None ABSTAIN: None ABSENT: None [Chairperson vacancy] IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of September, 2022. ECR ARY OF THE ANAHEIM PUBLIC FINANCING AUTH RITY (SEAL)