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EXHIBIT B <br />RULE 15c2 -12 CERTIFICATE <br />The undersigned hereby certifies and represents to Stifel, Nicolaus & Company, Incorporated <br />(the "Underwriter ") that the undersigned is a duly appointed and acting officer of the Successor <br />Agency to the Community Redevelopment Agency of the City of Santa Ana (the "Agency ") <br />authorized to execute this Certificate, and further hereby certifies and confirms on behalf of the <br />Agency to the Underwriter as follows; <br />(1) This Certificate is delivered to enable the Underwriter to comply with <br />Securities and Exchange Commission Rule 15c2 -12 Larder the Securities Exchange Act of <br />1934 (the "Rule ") in connection with the offering and sale of the Agency's: (i) Tax <br />Allocation Refunding Bonds (Merged Project Area), Series 2016A; and (ii) Tax Allocation <br />Refunding Bonds, (Merged Project Area), Series 2016B [Federally Taxable] (collectively, <br />the "Bonds"), <br />(2) In connection with the offering and sale of the Bonds, there has been prepared <br />a Preliminary Official Statement, dated , 2016, setting forth information concerting <br />the Bonds and the Agency, as issuer of the Bonds (the "Preliminary Official Statement'). <br />(3) As used herein, "Permitted Omissions" shall mean the offering price(s), <br />interest rate(s), selling compensation, aggregate principal amount, principal amount per <br />maturity, delivery dates, ratings and other terms of the Bonds depending oil such matters and <br />the identity of the underwriter(s), all with respect to the Bonds. <br />(4) The Preliminary Official Statement is, except for the Permitted Omissions, <br />deemed final within the meaning of the Rule and has been, and the information therein is <br />accurate and complete in all material respects except for the Permitted Omissions. <br />(5) If, at any time prior to the execution of the final contract of purchase with <br />respect to the Bonds, any event occurs as a result of which the Preliminary Official Statement <br />might include an untrue statement of a material fact or omit to state any material fact <br />necessary to make the statements therein, in light of the circumstances under which they were <br />made, not misleading, the Agency shall promptly notify the Underwriter thereof. <br />IN WITNESS WHEREOF, I have hereunto set my hand as of the _ day of , <br />2016. <br />SUCCESSOR AGENCY TO THE COMMUNITY <br />REDEVELOPMENT AGENCY OF THE CITY OF <br />SANTA ANA <br />Authorized Officer <br />Iiml <br />3 -111 <br />