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APFA2007/01/09ANAHEIM, CALIFORNIA ANAHEIM PUBLIC FINANCING AUTHORITY SPECIAL MEETING - JA 9, 2007 The Anaheim Public Financing Authority met in special session. Present: Chairman Curt Pringle and Board Members: Lord Galloway, Bob Hernandez, Lucille Kring and Harry Sidhu. Staff Present: City Manager David Morgan, City Attorney Jack White, and Acting Secretary Catherine Godoy. A copy of the agenda for the meeting of the Anaheim Public Financing Authority was posted on January 5, 2007 at the kiosk outside City Hall. At 5:37 P.M., Chairman Pringle called the regular meeting of the Anaheim Public Financing Authority to order in a joint public comment session with the Anaheim City Council. ADDITIONS /DELETIONS TO THE AGENDA: Staff removed Item No. 2 from the agenda. PUBLIC COMMENTS: No remarks offered during the joint Public Financing Authority /Council public comment session related to the Anaheim Public Financing Authority. PUBLIC FINANCING AUTHORITY 1. RESOLUTION NO APFA- 2007 -001 RESOLUTION OF THE BOARD OF PFA187 DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY, (1) AUTHORIZING THE ISSUANCE OF A NOT TO EXCEED $225,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS OF SAID AUTHORITY; (11) APPROVING THE FORMS AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, AN INSTALLMENT PURCHASE AGREEMENT, AN ESCROW AGREEMENT, A PURCHASE CONTRACT AND OTHER RELATED DOCUMENTS; (III) APPROVING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; AND (IV) APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH. (See Council Item # 22) Marcie Edwards, Public Utilities General Manager, reported this item was a recommendation from the Public Utilities Board to approve issuance of up to $225,000,000 in revenue bonds for the City's electrical system. In 2002, she explained, the Utilities Board approved an electric system planning study and new money construction bonds were issued in 2002/04 and were now recommended again in 2007 projects outlined in the study. She explained IRS regulations required bonds only be issued in an amount the Department could reasonably spend within a two year period from the date of issue which was the reason the Department requested the bonds over a period of time rather than all at once and the proposed 2007 new money issue of about $120,000,000 would be sufficient to continue the plan for the next two years. She added Anaheim Public Financing Authority January 9, 2007 Page 2 the plan was nearing completion and future planned recommended bond issuances in 2009 and 2011, two years apart to comply with IRS rules, would be significantly smaller. The major projects to be addressed by this new money issue were detailed in the written staff report and had been outlined in detail in previous budget presentations, however, she pointed out they included the revamping of Anaheim substation, continued work on the Lewis extension project intended to provide Anaheim with a second connection to the California power grid and various electric equipment and land acquisitions expenditures. Ms. Edwards commented that the balance of the request before Council was to allow the Department the flexibility to refund certain other outstanding bonds in order to generate additional savings for ratepayers. Based on current rates, there was the potential to save between $5 -6 million in debt service payments by refunding these bonds. She added the 2007 proposed bond issue as well as contemplated 2009 and 2011 issues had been fully integrated into the City's multi -year strategic financial plan in order to insure the Utility would continue to meet its financial ratio goals as well as maintain credit ratings (which were recently upgraded to AA -) Authority Member Galloway asked what this action would mean to ratepayers. Ms. Edwards responded as a branch of government, the Utility was a not - for - profit agency and could only collect rates sufficient to be able to operate the agency as well as plan for a certain amount of capital and to maintain reserves. The Utility chose to borrow for long -term projected capital projects and spread the cost of those programs over the life of that equipment so that all ratepayers would share in paying back those particular bonds. She added the Utility was using a portion of debt to be able to fund capital rather than continually raising rates or cash financing the projects. She indicated cash financing and debt financing was used to stay within predefined ratios and limits to insure the Utility was operating in a financially sound manner, all of which was reviewed through the Public Utilities Board as well as rating agencies. She pointed out the rating agencies had reviewed all of their ratios, financial plans, and projects, and had upgraded the Utilities rating which indicated their confidence and support of the plan. She stated, by this action tonight, staff was asking Council to approve using a portion of debt rather than immediately raising rates to cash finance certain critical capital projects for the electric system and that Item No. 22 was a related item on the Council agenda. Chairman Pringle pointed out a $225,000,000 price tag in terms of borrowing was large, but a significant portion, $21 million from a bond issuance in 1997 and $56 million from 1998 were being repaid because there were lower, more favorable rates today. He noted the remaining funds would be used for a list of $120 million of capital investment projects such as a $21 million land acquisition dedicated to buy land for future power generation purposes within the City, addressing an issue relating to old buried cable within the City to insure the integrity of that power source was maintained, finishing the park substation in Anaheim Hills, addressing the Lewis substation (one of the older substations in the City to make sure it was retrofitted and prepared for the future) and $27 million going into the downtown Anaheim substation, the oldest substation in the City, to begin creating a substation more compatible to the community as well as upgraded service delivery from that substation. Authority Member Hernandez stated there were two mechanisms to defease and refund debts and asked staff to explain those methods and why the negotiated method was being used in this instance. Mark Mazek, Assistant General Manger, responded the basic reason the negotiated sale was chosen was for flexibility and the ability to respond to the market conditions at the time Anaheim Public Financing Authority January 9, 2007 Page 2 of negotiations. In a true competitive bid sale, the Utility must state what was wanted, follow state law and underwriters would then bid on the bond and the agency could either accept or reject it. In a negotiated sale, the Utility selected an underwriter based on a competitive selection process of which the low fee was a major element and then work on structure, including the rating presentation with the underwriter and a financial advisory consultant. He explained this process was started in February of 2006 and at the time of pricing; the Utility would be on the trading desk and watch for orders for bonds and react accordingly. If an institution looked at bonds at maturity in a certain year and did not want that in their portfolio, staff would know that and have the flexibility of moving on maturity to another date and ultimately save ratepayers money by that action. He noted this process was used successfully in prior bond issues and in 2004, saved ratepayers over $800,000 by being able to take action on the first day when the market was hot rather than wait for the second day when interest rates rose. Authority Member Hernandez remarked that he had wanted the public to understand the differences between the two methods and why the City elected the negotiated method for the sale of these bonds. Authority Member Kring moved to approve Resolution No. APFA- 2007 -001 of the Anaheim Public Financing Authority, (1) authoring issuance of not -to- exceed $225,000,000 aggregate principal amount of Revenue Bonds, (II) approving forms and authorizing execution of an Indenture of Trust, an Installment Purchase Agreement, an Escrow Agreement, a Purchase Contract and other related documents; (III) approving the execution and delivery of an Official Statement; and IV) approving certain actions; seconded by Authority Member Galloway. Authority Member Sidhu confirmed through Ms. Edwards, that issuing these bonds would not reflect an increase in utility rates to the ratepayers. Roll Call vote: Ayes - 5; Chairman Pringle, Authority Members: Galloway, Hernandez, Kring and Sidhu. Noes - 0. Motion Carried 2. Approve the special meeting minutes of the Anaheim Public Financing Authority for April 20, 2004. No action taken as Item No. 2 removed from the agenda by staff. ADJOURNMENT: There being no further business, Chairman Pringle adjourned the Special Meeting of the Anaheim Public Financing Authority at 6:20 P.M. ' � r ta6erine Godoy ' Acting Secretary, Anaheim PUbl' Financing Authority