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CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the “Disclosure Agreement”) is executed and delivered by the City of Anaheim, California (the “City”) and U.S. Bank Trust Company, National Association, as agent (“U.S. Bank”), in connection with the issuance of (i) $_________ aggregate principal amount of Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2025-A (Electric Utility Distribution System Improvements) and (ii) $_________ aggregate principal amount of Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2025-B (Electric Utility Distribution System Refunding) (collectively, the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust, dated as of August 1, 2025 (the “Indenture”), by and among the Anaheim Housing and Public Improvements Authority, the City and U.S. Bank Trust Company, National Association , as Trustee. The City and U.S.
Bank covenant and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement . This Disclosure Agreement is being executed and delivered by the City and U.S. Bank for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with SEC Rule 15c2-12.
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
“Beneficial Owner” shall mean any person that (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), o r (b) is treated as the owner of any Bonds for federal income tax purposes.
“Business Day” shall mean a day other than (a) Saturday or Sunday, (b) a day on which banking institutions in the city in which the Principal Corporate Trust Office is located are authorized or required by law to be closed, and (c) a day on which the New Y ork Stock Exchange is authorized or obligated by law or executive order to be closed.
“Dissemination Agent” shall mean initially, the City, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the City, which may be U.S.
Bank, and which has filed with U.S. Bank a written acceptance of such designation. “EMMA” shall mean the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System for Municipal Securities disclosures, maintained on the internet at http://emma.msrb.org. “Financial Obligation” shall mean a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule.
“Fiscal Year” shall mean the period beginning on July 1 of each year and ending on the next succeeding June 30, or any twelve -month or fifty -two week period hereafter selected by the City, with notice of such selection or change in fiscal year to be provided as set forth herein.
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“Holder” shall mean either the registered owners of the Bonds, or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in such depository system.
“Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Agreement. “MSRB” shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the SEC, filings with the MSRB are to be made through the EMMA web site of the MSRB, currently located at http://emma.msrb.org.
“Official Statement” shall mean the Official Statement, dated _______, 2025, relating to the Bonds. “Participating Underwriter” shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Repository” shall mean, until otherwise designated by the SEC, EMMA. “Rule” shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time.
“SEC” shall mean the U.S. Securities and Exchange Commission. “State” shall mean the State of California.
SECTION 3. Provision of Annual Report.
(a) So long as any Bonds remain outstanding pursuant to the Indenture, the City shall, or shall cause the Dissemination Agent to, not later than six months after the end of each Fiscal Year (presently by each December 31), commencing with the report for the 20 19-20 Fiscal Year, provide to the MSRB, through EMMA, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report must be submitted in electronic format, accompanied by such identifying information as provided by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the City Electric Utility Fund may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Fiscal Year changes for the City, the City shall give notice of such change in the manner provided under Section 5(e) hereof.
(b) Not later than five (5) Business Days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, through EMMA, the City shall provide the Annual Report to the Dissemination Agent and U.S. Bank (if U.S. Bank is not the Dissem ination Agent). If by such date, U.S. Bank has not received a copy of the Annual Report, U.S. Bank shall contact the City and the Dissemination Agent to determine if the City is in compliance with the first sentence of this subsection (b).
The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent (if the City is not the Dissemination Agent) and U.S. Bank to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent and U.S. Bank may conclusively rely upon such certification of the City and shall have no duty or obligation to review such Annual Report.
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(c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a), the Dissemination Agent shall send a notice to the MSRB in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) determine the electronic filing address of, and then -current procedures for submitting Annual Reports to, the MSRB each year prior to the date for providing the Annual Report; and (ii) to the extent known to the Dissemination Agent file a report with the City (if the City is not the Dissemination Agent) and U.S. Bank (if U.S. Bank is not the Dissemination Agent) certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, and stating the date it was provided.
SECTION 4. Content of Annual Reports.
(a) The City’s Annual Report shall contain or include by reference the-following:
(i) The audited financial statements of the City’s Electric Utility Fund for the most recently completed Fiscal Year, prepared in accordance with generally accepted accounting principles for governmental enterprises as prescribed from time to time by any regulatory body with jurisdiction over the City and by the Governmental Accounting Standards Board; (ii) Updated information comparable to the information in the chart entitled “ELECTRIC SYSTEM STATISTICS” as it appears in Table 2 in Appendix A to the Official Statement; (iii) Updated information comparable to the information on the chart entitled “TOTAL GIGAWATT HOURS (GWh) GENERATED AND PURCHASED AND PEAK DEMAND (MW)” as it appears in Table 3 in Appendix A to the Official Statement; (iv) Updated information comparable to the information in the chart entitled “AVERAGE NUMBER OF CUSTOMERS” as it appears in Table 4 in Appendix A to the Official Statement;
(v) Updated information comparable to the information in the chart entitled “TOTAL ENERGY SOLD” as it appears in Table 5 in Appendix A to the Official Statement; (vi) Updated information comparable to the information in the chart entitled “PRIMARY RATE SCHEDULES FOR RESIDENTIAL, COMMERCIAL AND INDUSTRIAL CUSTOMERS” as it appears in Table 6 in Appendix A to the Official Statement; (vii) Updated information comparable to the information in the chart entitled “AVERAGE BILLING PRICE CENTS PER KILOWATT -HOUR (RETAIL SALES)” as it appears in Table 7 in Appendix A to the Official Statement; and
(viii) Updated information comparable to the information in the chart entitled “CITY OF ANAHEIM ELECTRIC UTILITY FUND, FINANCIAL RESULTS OF THE ELECTRIC SYSTEM” as it appears in Table 10 in Appendix A to the Official Statement. (b) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or public entities related thereto, available to the public on EMMA or filed with the SEC. The City shal l clearly identify each such other document so included by reference.
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SECTION 5. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, in a timely manner not more than ten (10) Business Days after the event:
(1) principal and interest payment delinquencies;
(2) defeasances;
(3) tender offers;
(4) rating changes;
(5) adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax - status of the Bonds;
(6) unscheduled draws on the debt service reserves reflecting financial difficulties;
(7) unscheduled draws on credit enhancements reflecting financial difficulties;
(8) substitution of credit or liquidity providers or their failure to perform; (9) bankruptcy, insolvency, receivership or similar proceedings; or (10) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties.
(b) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
(1) mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their termination; (2) appointment of a successor or additional trustee or the change of the name of a trustee;
(3) non-payment related defaults;
(4) modifications to the rights of Holders;
(5) optional, contingent or unscheduled Bond calls; or
(6) release, substitution or sale of property securing repayment of the Bonds; or
(7) incurrence of a Financial Obligation of the City, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect holders of the Bonds.
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(c) For these purposes (i) an event described in item (9) of Section 5(a) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of said party, or if such jurisdiction has been assumed by leaving the existing go verning body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental author ity having supervision or jurisdiction over substantially all of the assets or business of said party; and (ii) the City intends to comply with the provisions hereof for the Listed Events described in items (10) of Section 5(a) and item (7) of Section 5(b) above, and the definition of “Financial Obligation” in Section 1, with reference to the Rule, any other applicable federal securities laws and the guidance provided by the SEC in its Release No. 34 -83885 dated August 20, 2018 (the “2018 Release”), and any further amendments or written guidance provided by the SEC or its staff with respect to the amendments to the Rule effected by the 2018 Release.
(d) Whenever the City obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the City shall as soon as possible determine if such event would be material under applicable federal securities law.
(e) If the City determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities law, the City shall promptly notify the Dissemination Agent in writing and instruc t the Dissemination Agent to report the occurrence to the Repository in a timely manner not more than ten (10) Business Days after the event. (f) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB.
SECTION 6. Filings with the MSRB . All information, operating data, financial statements, notices and other documents provided to the MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB.
SECTION 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Agreement with respect to the Bonds shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. In addition, in the event that the Rule shall be amended, modified or repealed such that compliance by the City with Section 3, 4, 5 and/or 6 hereof shall no longer be required in any or all respects, then the City’s obligations hereunder shall terminate to a like extent.
SECTION 8. Dissemination Agent . The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing’ a successor Dissemination A gent.
The initial Dissemination Agent shall be the City.
SECTION 9. Amendment; Waiver . Notwithstanding any other provision of this Disclosure Agreement, the City may amend this Disclosure Agreement, provided no amendment increasing or affecting the obligations or duties of the Dissemination Agent shall be made without the consent of such party, and any provision of this Disclosure Agreement may be waived if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to the City to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.
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SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other informa tion in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the City shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
SECTION 11. Default. In the event of a failure of the City or the Dissemination Agent (if the Dissemination Agent is other than the City) to comply with any provision of this Disclosure Agreement, U.S. Bank Trust Company, National Association as Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount of outstanding Bonds with indemnification satisfactory to it, shall), or any Holder or Beneficial Owner of the Bonds may take su ch actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City or the Dissemination Agent (if the Dissemination Agent is other than the City), as the case may be, to comply with its obligations under this Disclosu re Agreement. The sole remedy under this Disclosure Agreement in the event of any failure of the City or the Dissemination Agent (if the Dissemination Agent is other than the City) to comply with this Disclosure Agreement shall be an action to compel performance. U.S. Bank shall not owe any fiduciary duty to the Participating Underwriter nor shall its failure to comply with the request of any Participating Underwriter result in a breach of any of its fiduciary duties owed to the Holders.
SECTION 12. Duties, Immunities and Liabilities of U.S. Bank and Dissemination Agent . The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. If U.S. Bank performs the duties assigned to it hereunder, U.S. Bank shall not be responsible to any person for any failure by the City or the Dissemination Agent (if other than U.S. Bank) to perform duties or obligations imposed hereby.
SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. No person shall have any right to commence any action against U.S. Bank or the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Agreement. Neither U.S. Bank nor the Dissemination Agent shall be liable under any circumstances for monetary damages to any person for any breach of this Disclosure Agreement.
SECTION 14. Notices. All written notices to be given hereunder shall be given in person or by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:
To the City: City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: City Clerk
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and: City of Anaheim
Public Utilities Department
201 South Anaheim Boulevard
Anaheim, California 92805
Attention: Public Utilities General Manager
To U.S. Bank: U.S. Bank Trust Company, National Association 633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Corporate Trust Services
U.S. Bank and the City may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Unless specifically otherwise required by the context of this Disclosure Ag reement, any notices required to be given hereunder to U.S.
Bank or the City may be given by any form of electronic transmission capable of producing a written record.
Each such party shall file with U.S. Bank information appropriate to receiving such form of electronic transmission.
SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Dated: _________, 2025
CITY OF ANAHEIM
By
Brian Beelner
Public Utilities Assistant General Manager –
Finance & Energy Resources
ATTEST:
City Clerk
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as agent
By
Authorized Officer
298664410.1 A-1
EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY Name of Issue: REVENUE BONDS, SERIES 2025-A
(ELECTRIC UTILITY DISTRIBUTION SYSTEM IMPROVEMENTS)
REVENUE REFUNDING BONDS, SERIES 2025-B
(ELECTRIC UTILITY DISTRIBUTION SYSTEM REFUNDING)
Date of Issuance: _________, 2025
NOTICE IS HEREBY GIVEN that the City of Anaheim, California (the “City”) has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement, dated _________, 2025, between the City and U.S. Bank Trust Company, National Association , as agent. The City anticipates that the Annual Report will be filed by _________________________.
Dated: _________________________
[_________________________, as Dissemination
Agent, on behalf of the City of Anaheim]
By:
Title:
[cc: City of Anaheim]