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advisor or private lender and disclose, prior to authorization of the issuance of bonds, including
<br />debt instruments such as the Refunding Bonds, with a tern of greater than 13 months, good faith
<br />estimates of the following information in a meeting open to the public: (a) the true interest cost of
<br />the Refunding Bonds, (b) the sum of all fees and charges paid to third parties with respect to the
<br />Refunding Bonds, (c) the amount of proceeds of the Refunding Bonds expected to be received net
<br />of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded
<br />with proceeds of the Refunding Bonds, and (d) the sum total of all debt service payments on the
<br />Refunding Bonds calculated to the final maturity of the Refunding Bonds plus the fees and charges
<br />paid to third parties not paid with the proceeds of the Refunding Bonds;
<br />WHEREAS, in compliance with SB 450, the Successor Agency has obtained from Urban
<br />Futures, as the Successor Agency's municipal advisor, and the Underwriter, the required good
<br />faith estimates and such estimates are disclosed and set forth on Exhibit A attached hereto;
<br />WHEREAS, on June 26, 2018, the Successor Agency's Oversight Board (the "Oversight
<br />Board") approved the issuance of the Refunding Bonds by the Successor Agency, and upon
<br />approval by the Department of Finance of such approval by the Oversight Board, the Successor
<br />Agency will, with the assistance of bond counsel, disclosure counsel and its financial advisor,
<br />cause to be prepared a form of Official Statement describing the Refunding Bonds and containing
<br />material information relating to the Refunding Bonds, the preliminary form of which will be
<br />submitted to the Successor Agency for approval for distribution by Samuel A. Ramirez & Co., Inc.
<br />(the "Underwriter") to persons and institutions interested in purchasing the Refunding Bonds; and
<br />WHEREAS, there has been presented at this meeting a form of Indenture, a form of
<br />Continuing Disclosure Certificate, a form of Escrow Agreement, and a form of Purchase Contract,
<br />each to be executed in connection with the issuance of the Refunding Bonds;
<br />NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA
<br />ACTING AS SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT
<br />AGENCY OF THE CITY OF SANTA ANA DOES HEREBY RESOLVE AS FOLLOWS:
<br />1. Approval of Issuance of Refunding Bonds. The issuance of the Refunding Bonds,
<br />in order to refinance redevelopment activity pursuant to the Merged Plan, which is permitted by
<br />Health and Safety Code Section 34177.5(a)(1), is hereby authorized and approved. The Refunding
<br />Bonds are authorized to be executed by the manual or facsimile signature of the Mayor of the City,
<br />acting for the Successor Agency, and attested by the manual or facsimile signature of the Clerk of
<br />the Council, acting for the Successor Agency. The Refunding Bonds, when so executed, are
<br />authorized to be delivered the Trustee for authentication. The Successor Agency confirms that the
<br />form of this Resolution, and documents approved hereunder, and Exhibit A hereto, and the Savings
<br />Analysis presented at this meeting, are each in substantially the form presented at the June 26,
<br />2018 meeting of the Oversight Board.
<br />2. Approval of Indenture. The form of Indenture presented at this meeting is hereby
<br />approved and the Mayor, the City Manager, the Executive Director - Finance & Management
<br />Services Agency and the Clerk of the Council (each an "Authorized Officer," acting for the
<br />Successor Agency) are each acting alone authorized and directed, for and in the name of and on
<br />behalf of the Successor Agency, to execute, acknowledge and deliver the Indenture in substantially
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<br />4154-5855-2844.7
<br />SA -3-8
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