Item 40 - Refinancing City’s Pension Obligations with California Public Employees Retirement System

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Resolution No. 2021-XXX Page 2 of 4 WHEREAS , the City Council has determined that it is in the best interests of the City and its residents to proceed with the issuance of the Bonds and the sale thereof to the underwriters named in the Bond Purchase Agreement; WHEREAS , Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), requires that, in order to be able to purchase or sell the Bonds, the underwriters thereof must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and operating data and certain events on an ongoing basis ; WHEREAS , in order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”) in connection with the issuance of the Bonds; WHEREAS , Rule 15c2-12 also requires that, in order to offer the Bonds for sale to the public, the underwriters must receive a disclosure document with respect to the Bonds and the City; WHEREAS , in order to cause such requirement to be satisfied, the City has prepared a Preliminary Official Statement (the “Preliminary Official Statement”) in connection with the issuance of the Bonds; and WHEREAS , all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The City Council does hereby find and declare that the above recitals are true and correct. Section 2. The City Council hereby reaffirms its approval of the issuance of the Bonds upon the terms and conditions set forth in the Prior Resolution and authorizes staff to proceed with a public sale of the Bonds. Section 3. The form of Preliminary Official Statement presented at this meeting, with such changes, insertions and omissions therein as may be approved by the Mayor of the City, or such member of the City Council as the Mayor may designate, the City Manager of the City, the Executive Director of Finance and Management Services of the City and their authorized designees (the “Authorized Officers”), is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. Each Authorized Officer is hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date within the