75D - PH ISSUANCE OF OBLIGATION SAMUELI

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EXHIBIT 2 RESOLUTION NO. 2019 -XXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF TAX-EXEMPT OBLIGATIONS BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $38,000,000 TO FINANCE FACILITIES FOR THE BENEFIT OF THE ORANGEWOOD REAL PROPERTY, LLC AND SAMUELI ACADEMY WHEREAS, Orangewood Real Property, LLC, a California limited liability company (the "Borrower"), the sole member of which is Orangewood Foundation, a California nonprofit public benefit corporation (the "Foundation"), has requested that the California Enterprise Development Authority, a joint exercise of powers agency established pursuant to the laws of the State of California (the "Authority"), issue its tax-exempt obligations, from time to time pursuant to a plan of finance (the "Obligations"), in an aggregate principal amount not expected to exceed $38,000,000, for the benefit of the Borrower, pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State (commencing with Section 6500) (the "Act"), for the purpose of making one or more loans to the Borrower to finance the cost of developing, constructing, installing, improving, equipping and furnishing educational facilities, consisting of classrooms, a student innovation center, a 16,000 square foot gymnasium, an outdoor soccer field, a 48 room student dormitory and other related facilities, all located on a 7.1 acre parcel of land at 1901 and 1919 North Fairview Road, Santa Ana, California (collectively, the "Facilities"); and WHEREAS, a portion of the proceeds of the Obligations will be used to pay the costs of issuance in connection with such financing and other related costs; and WHEREAS, the Foundation is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code") and, through the Borrower, will own the Facilities in connection with its mission of helping foster and community youth develop and achieve their educational goals, from high school to college to graduate school; and WHEREAS, the Borrower will lease the Facilities to Samueli Academy, a California nonprofit public benefit corporation and charter school; and WHEREAS, the issuance of the Obligations must be approved by the governmental unit on behalf of which the Obligations are issued and a governmental unit having jurisdiction over the territorial limits in which the Facilities are located pursuant to the public approval requirement of Section 147(f) of the Code; and WHEREAS, the Facilities are located within the territorial limits of the City of Santa Ana (the "City"), and the City Council of the City (the "City Council") is the elected legislative body of the City and is the "applicable elected representative" required to approve the issuance of the Obligations under Section 147(f) of the Code; and 4834-87574403.1 75D-7