305153026.4 1
RESOLUTION NO. 2026-____
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM
(I) APPROVING 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) OF THE ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY; (II) APPROVING THE REFUNDING, DEFEASANCE, AND PURCHASE THROUGH TENDER OFFER OF OUTSTANDING BONDS;
(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, A PURCHASE CONTRACT, A FORWARD
BOND PURCHASE CONTRACT, 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.
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 City initially will sell the Electric System Assets to the Authority, and that the Authority will sell the Electric System Assets back to the City, and 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 City Council, under which the City will agree to make certain installment purchase payments (respectively, the “2026 Purchase Payments”) to the Authority; and
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, pursuant to an Indenture of 305153026.4 2
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 City Council, 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 under the provisions of the Bond Law, for the purpose of raising funds necessary to provide such financial assistance to the City; and WHEREAS, the 2026 Bonds will be offered for sale through a Preliminary Official Statement and an Official Statement (each as defined herein), the proposed form of which has been presented to this City Council; and
WHEREAS, it is proposed that the City enter into a Purchase Contract (the “Purchase Contract”) with 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 City Council, 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 Underwriters, the proposed form of which has been presented to this City Council, providing for the forward delivery of the 2026-B Bonds to the Underwriters; and WHEREAS, it is proposed that a portion of the proceeds received from the sale of the 2026-B Bonds, and certain other moneys, be deposited in one or more escrow funds created pursuant to one or more escrow agreements (collectively, the “Escrow Agreement”) between the City and U.S. Bank Trust Company, National Association, as escrow agent, the proposed form of which has been presented to this City Council, to provide for the refunding of certain prior electric revenue obligations of the City; 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 City 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 City Council; and WHEREAS, in order to facilitate the potential tender for purchase of all or a portion of the Prior Bonds, the City 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 City Council; and
WHEREAS, it is proposed that the City enter into a Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”) with the Trustee, the proposed form of which has been presented to this City Council, in order to assist the Underwriters in complying with SEC Rule 15c2-12; and
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WHEREAS, the City has determined that it is in the best public interest of the City to approve the above documents and authorize and approve the transactions contemplated thereby; NOW, THEREFORE, the City Council of the City of Anaheim does hereby resolve, determine and order as follows:
Section 1. The City Council hereby approves the issuance of the 2026 Bonds by the Authority 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 City Council hereby approves the Indenture in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 10 hereof, such approval to be conclusively evidenced by the execution and delivery thereof.
The Mayor, the City Manager, the City Treasurer, the Public Utilities General Manager, the Acting Public Utilities General Manager and the Public Utilities Assistant General Manager—Finance & Energy Resources, and their respective designees (each, an “Authorized Officer”), are each hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Indenture, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Indenture.
The City Council hereby approves the issuance of the 2026 Bonds in accordance with the terms and provisions of the Indenture (as executed and delivered).
Section 2. The City Council hereby approves the Installment Purchase Agreement in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 10 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 City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final forms of the Installment Purchase Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Installment Purchase Agreement.
Section 3. The City Council hereby approves one or more Escrow Agreements in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 10 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 City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form or forms of the Escrow Agreements, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Escrow Agreements.
Section 4. The City Council hereby approves the Continuing Disclosure Agreement in the form thereof on file with the City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 10 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each 305153026.4 4
hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Continuing Disclosure Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Continuing Disclosure Agreement.
Section 5. The City Council 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 City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 10 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 City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Purchase Contract, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Purchase Contract.
Section 6. The City Council 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 City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 10 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 City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Forward Bond Purchase Contract, for and in the name and on behalf of the City.
The City Council hereby authorizes the delivery and performance of the Forward Bond Purchase Contract.
Section 7. The City Council hereby approves a Dealer Manager Agreement in the form of the Dealer Manager Agreement on file with the City Clerk, together with such additions thereto and changes therein as are approved in accordance with Section 10 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 City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Dealer Manager Agreement, for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Dealer Manager Agreement.
Section 8. The City Council hereby approves the Preliminary Official Statement relating to the 2026 Bonds (the “Preliminary Official Statement”) in the forms thereof on file with the City Clerk, with such additions thereto and changes therein as are approved by any Authorized Officer, upon consultation with the City Attorney and Norton Rose Fulbright US LLP, bond counsel and disclosure counsel (referred to herein as “Bond Counsel”). Each of the Authorized Officers 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 of the Authorized Officers 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 and Bond Counsel. The City Council 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. 305153026.4 5
Section 9. The City Council hereby approves the Invitation to Tender in the form thereof on file with the City Clerk, with such additions thereto and changes therein as are approved by any Authorized Officer, upon consultation with the City Attorney and Bond Counsel.
The City Council 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 10. The agreements and documents approved in Sections 1, 2, 3, 4, 5, 6, 7, 8 and 9 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, 7, 8 and 9 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 2026 Purchase Payment under the Installment Purchase Agreement, which shall be due and payable not later than October 1, 2052; (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 11. The 2026 Purchase Payments and all other payments with respect to Qualified Obligations (as defined in the Installment Purchase Agreement) shall be secured by a pledge, charge and lien upon the Surplus Revenues in the Qualified Obligations Account (as defined in such Installment Purchase Agreement) and shall be paid from Surplus Revenues in the Qualified Obligations Account unless otherwise paid from other sources of legally available funds. 2026 Purchase Payments and all other payments with respect to Qualified Obligations shall be equally secured by the Surplus Revenues in the Qualified Obligations Account without priority for number or date. The Surplus Revenues in the Qualified Obligations Account shall be held in trust 305153026.4 6
by the City Treasurer for the payment of the 2026 Purchase Payments and any other Qualified Obligations.
Section 12. The Mayor, the City Manager, the Public Utilities General Manager, the Acting Public Utilities General Manager, the Public Utilities Assistant General Manager— Finance & Energy Resources, the City Treasurer, the City Attorney and the City Clerk of the City and the other officers, employees and agents of the City are hereby authorized and directed, jointly and severally, for and in the name of the City, 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 Continuing Disclosure Agreement, the Escrow Agreement(s), 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 13. This City Council hereby finds and determines that the transfer of title to Electric System Assets to the Authority under the terms of the Installment Purchase Agreement is in the best interests of the City, and hereby agrees to transfer such title to the Authority.
Section 14. The City Council 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 15. 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 16. This Resolution shall take effect from and after its date of adoption. ///
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THE FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim at a regular meeting of said City Council held on the 22nd day of September 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
CITY OF ANAHEIM
_________________________________
MAYOR OF THE CITY OF ANAHEIM
[SEAL]
ATTEST:
_____________________________________
CITY CLERK OF THE CITY OF ANAHEIM
305153026.4 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 City 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 City’s control. 305153026.4
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, Theresa Bass, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 2026-_____ was introduced and adopted at a regular meeting of the City Council of the City of Anaheim duly called, noticed and held on the _____ day of __________, 2026, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 2026- _______ on the _____ day of __________, 2026.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this ___ day of _______, 2026.
_____________________________________
CITY CLERK OF THE CITY OF ANAHEIM
(SEAL)
I, Theresa Bass, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2026-_________ duly passed and adopted by the Anaheim City Council on ______ __, 2026.
______________________________________
CITY CLERK OF THE CITY OF ANAHEIM