55B - RESO - WARNER ASSESSMENT DISTRICT

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WHEREAS, there has been made available to the City Council a form of Fiscal Agent Agreement providing for the issuance, administration and payment of the Bonds; WHEREAS, there has been presented to the City Council a form of Preliminary Official Statement describing the Bonds, the City and the Assessment District; WHEREAS, there has been presented to the City Council a form of Bond Purchase Agreement whereby Brandis Tallman LLC (the "Underwriter ") will purchase the Bonds from the City; WHEREAS, there has also been presented to the City Council a form of continuing disclosure agreement to be executed and delivered to the City with respect to the Assessment District and the Bonds (the "Continuing Disclosure Agreement') for the benefit of the owners of the Bonds in order to assist the Underwriter in complying with Rule 1502- 12(b)(5) of the Securities and Exchange Commission (the "Rule "); and WHEREAS, the City Council has determined that the Bonds should be issued and sold on the terms and conditions hereinafter specified. NOW, THEREFORE, be it resolved by the City Council of the City of Santa Ana, California as follows; SECTION 1. The above recitals are all true and correct. SECTION 2. Approval of Issuance of the Bonds. The issuance of not to exceed $3,033,415 aggregate principal amount of the Bonds in order to construct the Improvements within and for the Assessment District is authorized and approved. SECTION 3. Fiscal Agent Agreement. The form of the Fiscal Agent Agreement with respect to the Bonds by and between the City and U.B. Bank National Association, as fiscal agent (the "Fiscal Agent Agreement "), made available to the City Council at the meeting at which this resolution is adopted, is approved and the Mayor, the City Manager or the Executive Director, Finance & Management Services Agency is authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Fiscal Agent Agreement in substantially the form made available at said meeting with such changes thereto as the Executive Director, Finance & Management Services Agency may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Appointment of Fiscal Agent. U.S. Bank National Association is appointed as fiscal agent (the "Fiscal Agent') pursuant to the Fiscal Agent Agreement, to take any and all action provided for therein to be taken by the Fiscal Agent. SECTION 5. Form of Bonds. The form of the Bonds as set forth in the Fiscal Agent Agreement is approved. The City Treasurer and the City Clerk are authorized and directed to execute by manual or facsimile signature, in the name of and on behalf Resolution No. 2016 -XXX Page 2 of 6 55B -12