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AHPIA RESOLUTION NO. 2026- ___
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS
AUTHORITY, (I) AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $325,000,000 AGGREGATE PRINCIPAL AMOUNT
OF REVENUE REFUNDING BONDS, SERIES 2026-A
(ELECTRIC UTILITY DISTRIBUTION SYSTEM REFUNDING)
AND REVENUE REFUNDING BONDS, SERIES 2026-B
(ELECTRIC UTILITY DISTRIBUTION SYSTEM REFUNDING)
(FORWARD DELIVERY) BY SAID AUTHORITY; (II)
APPROVING THE REFUNDING, DEFEASANCE, AND
PURCHASE THROUGH TENDER OFFER OF OUTSTANDING
BONDS; (III) APPROVING THE FORMS AND AUTHORIZING
THE EXECUTION OF AN INDENTURE OF TRUST, AN
INSTALLMENT PURCHASE AGREEMENT, A PURCHASE
CONTRACT, A FORWARD BOND PURCHASE CONTRACT, 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.
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 refinancing of certain assets of the City’s electric distribution system (the “Electric System Assets”) which refinancing may include, without limitation, refunding or purchasing, including in connection with a tender offer, bonds of the Authority, previously issued to finance or refinance electric distribution system assets (the “Prior Bonds”); and
WHEREAS, in order to assist the City with the refinancing of the Electric System Assets, it is proposed that the Authority will sell the Electric System Assets to the City and that 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 Board of Directors (this “Board”), under which the City will agree to make certain installment purchase payments to the Authority; and
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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 Refunding Bonds, Series 2026-A (Electric Utility Distribution System Refunding) (the “2026-A Bonds”) and Revenue Refunding Bonds, Series 2026-B (Electric Utility Distribution System Refunding) (Forward Delivery) (the “2026-B Bonds” and, together with the 2026-A Bonds, the “2026 Bonds”) in the aggregate principal amount of not to exceed $325,000,000, pursuant to an Indenture of Trust (the “Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), the proposed form of which has been presented to this Board; and WHEREAS, the 2026 Bonds will be offered for sale through a Preliminary Official Statement and Official Statement (each as defined below), the proposed form of which has been presented to this Board; and
WHEREAS, it is proposed that the Authority enter into a Purchase Contract (the “Purchase Contract”) with the City and Goldman Sachs & Co. LLC, as representative of itself and the other underwriters named in the Purchase Contract (collectively, the “Underwriters”), the proposed form of which has been presented to this Board, providing for the negotiated sale of the 2026-A Bonds to the Underwriters, and a Forward Bond Purchase Contract (the “Forward Bond Purchase Contract”) with the City and the Underwriters, the proposed form of which has been presented to this Board, providing for the forward delivery of the 2026-B Bonds to the Underwriters; and
WHEREAS, the Authority and the City may undertake the refinancing of all or a portion of the Prior Bonds through a tender for purchase of Prior Bonds by invitation of the Authority and the City; and
WHEREAS, in order to facilitate the potential tender for purchase of all or a portion of the Prior Bonds, it is proposed that the Authority enter into a dealer manager agreement (the “Dealer Manager Agreement”) with Goldman Sachs & Co. LLC (the “Dealer Manager”), the proposed form of which has been presented to this Board; and WHEREAS, in order to facilitate the potential tender for purchase of all or a portion of the Prior Bonds, the Authority desires to authorize the Dealer Manager’s use of an Invitation to Tender Electric Revenue Bonds (the “Invitation to Tender”), the proposed form of which has been presented to this Board; and
WHEREAS, the Authority has determined that it is in the best public interest of the Authority to approve the above documents and authorize and approve the transactions contemplated thereby;
NOW, THEREFORE, the Board of Directors of the Anaheim Housing and Public Improvements Authority does hereby resolve, determine and order as follows:
Section 1. The Board hereby authorizes the issuance of the 2026 Bonds under and pursuant to the Bond Law; provided, the aggregate principal amount of the 2026 Bonds shall not exceed $325,000,000. The 2026 Bonds shall be issued pursuant to the Indenture. The Board hereby approves the Indenture in the form thereof on file with the Secretary, together with such 3 305153872.5
additions thereto and changes therein as are approved in accordance with Section 8 hereof, such approval to be conclusively evidenced by the execution and delivery thereof.
Each of the Executive Director, the Treasurer and the Auditor, or their respective designees, including but not limited to the Public Utilities General Manager, the Acting Public Utilities General Manager, the Public Utilities Assistant General Manager—Finance & Energy Resources as designee of the Treasurer and Auditor (each, an “Authorized Officer”), are each hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the 2026 Bonds and the final form of the Indenture, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Indenture.
The Board hereby authorizes the issuance of the 2026 Bonds in accordance with the terms and provisions of the Indenture (as executed and delivered).
Section 2. The Board hereby approves the Installment Purchase Agreement in the form thereof on file with the Secretary, together with such additions thereto and changes therein as are approved in accordance with Section 8 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 Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Installment Purchase Agreement, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Installment Purchase Agreement.
Section 3. The Board hereby approves the Purchase Contract for the negotiated sale of the 2026-A Bonds to the Underwriters in the form thereof on file with the Secretary, together with such additions thereto and changes therein as are approved in accordance with Section 8 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 Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Purchase Contract, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Purchase Contract.
Section 4. The Board hereby approves the Forward Bond Purchase Contract for the forward delivery of the 2026-B Bonds to the Underwriters in the form thereof on file with the Secretary, together with such additions thereto and changes therein as are approved in accordance with Section 8 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 Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of the Forward Bond Purchase Contract, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Forward Bond Purchase Contract.
Section 5. The Board hereby approves a Dealer Manager Agreement in the form of the Dealer Manager Agreement on file with the Secretary, together with such additions thereto and changes therein as are approved in accordance with Section 8 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed 4 305153872.5
to attest and affix the seal of the Authority to, the final form of the Dealer Manager Agreement, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of the Dealer Manager Agreement.
Section 6. The Board hereby approves the Preliminary Official Statement relating to the 2026 Bonds (the “Preliminary Official Statement”) in the form thereof on file with the Secretary, with such additions thereto and changes therein as are approved by any Authorized Officer, upon consultation with the City Attorney, as counsel to the Authority, and Norton Rose Fulbright US LLP, bond counsel and disclosure counsel (referred to herein as “Bond Counsel”).
Each Authorized Officer 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 2026 Bonds, each Authorized Officer 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, as counsel to the Authority, and Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.
The Board 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 2026 Bonds.
Section 7. The Board hereby approves the Invitation to Tender in the form thereof on file with the Secretary, together with such additions thereto and changes therein as are approved by any Authorized Officer, upon consultation with the City Attorney and Bond Counsel.
The Board hereby authorizes the distribution of the Invitation to Tender by the Dealer Manager in connection with the potential tender for purchase of all or a portion of the Prior Bonds.
Section 8. The agreements and documents approved in Sections 1, 2, 3, 4, 5, 6 and 7 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 2026 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, 6 and 7 hereof, the following with respect to the 2026 Bonds:
(a) the aggregate principal amount of the 2026 Bonds, which shall not exceed $325,000,000;
(b) the number of series of 2026 Bonds and the designations of each series of 2026 Bonds;
(c) provisions contemplating forward delivery and/or direct purchase of one or more series of 2026 Bonds;
(d) provisions contemplating a tender for purchase of Prior Bonds; (e) the outstanding obligations of the City and the Authority to be refinanced, defeased or refunded by the 2026 Bonds, tendered for purchase; (f) the final maturity of the 2026 Bonds, which shall be not later than October 1, 2052;
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(g) the yield on the 2026 Bonds, which shall not exceed 5.50%; (h) the Underwriters’ discount on the 2026 Bonds, which shall not exceed
0.40% of the principal amount thereof; and
(i) the Dealer Manager fee, which shall not exceed 0.40% of the principal amount of Target Bonds (as defined in the Dealer Manager Agreement) purchased pursuant to the Invitation to Tender.
Section 9. The Executive Director, the Treasurer, the Auditor, the Public Utilities General Manager, the Acting Public Utilities General Manager, the Public Utilities Assistant General Manager—Finance & Energy Resources as designee of the Treasurer and Auditor and the Secretary of the Authority and the other officers, employees and agents of the Authority are hereby authorized and directed, jointly and severally, for and in the name of the Authority, 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 2026 Bonds, to arrange for the insuring of all or any portion of the 2026 Bonds with any municipal bond insurer and to consummate the transactions contemplated by the Indenture, the Installment Purchase Agreement, the Purchase Contract, the Forward Bond Purchase Contract, the Dealer Manager Agreement, the Invitation to Tender and this Resolution, and such actions previously taken by such officers, employees and agents are hereby ratified and confirmed.
Section 10. The Board 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 11. 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 2026 Bonds, (b) the sum of all fees and charges paid to third parties with respect to the 2026 Bonds, (c) the amount of proceeds of the 2026 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 2026 Bonds, and (d) the sum total of all debt service payments on the 2026 Bonds calculated to the final maturity of the 2026 Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2026 Bonds.
Section 12. This Resolution shall take effect from and after its date of adoption. 6 305153872.5
THE FOREGOING RESOLUTION was approved and adopted by the Anaheim Housing and Public Improvements Authority at a regular meeting of said Authority held on this 22nd day of September 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ANAHEIM HOUSING AND PUBLIC
IMPROVEMENTS AUTHORITY
CHAIRPERSON
(SEAL)
ATTEST:
________________________________________
SECRETARY OF THE ANAHEIM HOUSING
AND PUBLIC IMPROVEMENTS AUTHORITY
305153872.5 A-1
EXHIBIT A
GOOD FAITH ESTIMATES
The following information was obtained from the Underwriters with respect to the 2026 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 2026 Bonds:
1. True Interest Cost of the 2026 Bonds. Assuming an aggregate principal amount of $267,390,000 of the 2026 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 2026 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 2026 Bonds, is 3.83%.
2. Finance Charge of the 2026 Bonds. Assuming an aggregate principal amount of $267,390,000 of the 2026 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 2026 Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the 2026 Bonds), is $1,302,170.
3. Amount of Proceeds to be Received. Assuming an aggregate principal amount of $267,390,000 of the 2026 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 2026 Bonds (including estimated original issue premium) less the finance charge of the 2026 Bonds described in 2 above and any reserves or capitalized interest paid or funded with proceeds of the 2026 Bonds, is $279,045,866.
4. Total Payment Amount. Assuming an aggregate principal amount of $267,390,000 of the 2026 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 2026 Bonds plus the finance charge of the 2026 Bonds described in paragraph 2 above not paid with the proceeds of the 2026 Bonds, calculated to the final maturity of the 2026 Bonds, is $327,223,171.
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 2026 Bond sales, the amount of 2026 Bonds sold, the amortization of the 2026 Bonds sold and market interest rates at the time of each sale. The date of sale and the amount of 2026 Bonds sold will be determined by the Authority based on market and other factors. The actual interest rates at which the 2026 Bonds will be sold will depend on the bond market at the time of sale. The actual amortization of the 2026 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 Authority’s control.
305153872.5
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, Theresa Bass, Secretary of the Anaheim Housing and Public Improvements Authority, do hereby certify that the foregoing AHPIA Resolution No. 2026-___ was introduced and adopted at a regular meeting of the Board of Directors of the Anaheim Housing and Public Improvements Authority held on the ___ day of __________, 2026, by the following vote of the members thereof:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
AND I FURTHER certify that the Chairperson of the Board of Directors signed said AHPIA Resolution No. 2026-___ on the ___ day of __________, 2026.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Anaheim Housing and Public Improvements Authority this ___ day of ______, 2026.
SECRETARY OF THE ANAHEIM HOUSING
AND PUBLIC IMPROVEMENTS AUTHORITY
(SEAL)
I, Theresa Bass, Secretary of the Anaheim Housing and Public Improvements Authority, do hereby certify that the foregoing is the original AHPIA Resolution No. 2026-____ duly passed and adopted by the Anaheim Housing and Public Improvements Authority on ______ __, 2026.
SECRETARY OF THE ANAHEIM HOUSING
AND PUBLIC IMPROVEMENTS AUTHORITY