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WHEREAS,,pursuant to the BOND INDENTURE the City intends to issue the Bonds in the principal amount of $6,000,000 at a variable interest rate not to exceed twelve percent (12%) per annum at a term of 10 years, which Bonds may be tendered by the holders thereof for purchase in the manner and at the time provided in the Bond Indenture; and WHEREAS, pursuant to the REMARKETING AGREEMENT, the Remarketing Agent agrees to use its best efforts to remarker the Bonds as provided in the Bond Indenture in the secondary market subsequent to the initial offering issuance and delivery of the Bonds; and WHEREAS, pursuant to the PLACEMENT AGENCY AGREEMENT, the Placement Agent intends to privately place the Bonds in the principal amount of $6,000,000; and W~EREAS, pursuant to the LOAN AGREEMENT, the City intends to loan the proceeds of the Bonds (hereinafter the "Loan"), to the Company by depositing said proceeds in a fund held by the Trustee under the Bond Indenture, in accordance with the provisions of the Bond Indenture; and WHEREAS, the PRELIMINARY PRIVATE PLACEMENT MEMORANDUM is to be provided to potential institutional and individual purchasers of the Bonds to furnish information with respect to the issuance of the Bonds; NOW THEREFORE, be it resolved by the City Council of the City of Santa Ana: SECTION 1. Authorizatio~ of the Issuance~ Execution~ Authentication, Sale and Deliver~ of the Bonds. The City hereby authorizes the issuance, execution, authentication, sale and delivery of the Bonds pursuant to the Act, the Bond Indenture, and this Resolution in the principal amount of $6,000,000 at such price as shall be approved by the Mayor or City Manager of the City Council (the "Mayor or City Manager") upon execution of the Placement Agency Agreement. The Bonds shall be substantially in the form presented to this meeting, with such appropriate variations, omissions, insertions and changes (hereinafter, "Changes") as may be approved by the Mayor Or City Manager and City Clerk of the City Council (the "City Clerk") executing the same upon consultation with the City Attorney and Bond Counsel, their execution thereof to constitute conclusive evidence of their approval of all changes from the form of the Bonds presented to this meeting, which form is hereby approved in all respects.