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WHEREAS, E.F. Hutton & Co., Inc. as underwriter {the "Underwriter") has proposed to submit an offer to purchase the Bonds pursuant to that certain Purchase Agreement between the City and the Underwriter in substantially the form-on file with the City Clerk, (the ~Purchase Agreement"), and has heretofore caused to be prepared a preliminary Official Statement describing the Bonds$ and WHEREAS, the City Council approves said transactions in the public interests of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section I. Issuance of Bonds; Indenture. The City Council hereby finds and determines that the Project as presently contemplated will promote the long-term employment of residents of the City and constitutes a municipal affair of the City, and that the issuance of the Bonds is ~uthor(zed under the Law for the purposes therein specified. The City Council hereby authorizes the issuance of the Bonds pursuant to and in accordance with the terms and provisions of the Law and the Indenture, all of which terms and provisions are incorporated herein by reference. The City Council hereby authorizes the delivery and performance of the Indenture, in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Manager. The Mayor and the City Clerk are hereby authorized and directed to execute, attest and affix the seal of the City to the Indenture for and in the name and on behalf of the City. Section 2. Remarketing Agreement. The City Council hereby approves and a~ the delivery and performance of the Remarketing Agreement, .in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Manager. The Mayor and the City Clerk are hereby authorized and directed to execute, attest and affix the seal of the City to the Remarketing Agreement for and in the name and on behalf of the City. Section 3. Sale of Bonds. The City hereby authorizes the sale of the Bonds to the Underwriter. The Bonds shall be sold pursuant to the Purchase Agreement, in substantially the form on file with the City Clerk, which agreement is hereby approved together with any additions thereto or changes therein deemed necessary or advisable by the City Manager. The City Manager is hereby authorized and directed to execute the Purchase Agreement upon presentation of an offer by the Underwriter to purchase the Bonds which is acceptable to the City Manager; provided, however, that the purchase price shall be not less than two percent (2%) of the par amount thereof. The City Manager is hereby delegated the authority to approve the terms of any offer by the Underwriter to purchase the Bonds, provided that such offer is in form and substance acceptable to the City Manager and is within the limitations set forth in this Section 3. Section 4. Assignment of Private Activity Bond Allocation. The City Council hereby hereby designates and assigns to the Bonds a portion of its Private Activity Bond Limit, as such term is defined in that certain Proclamation of the Governor of the State, dated August 30, 19B5, in an -2- I I