Resolution No. GPFFA 2010-02 | Authorizing Issuance and Sale of $26,000,000 Refunding Lease Revenue Bonds | Adopted 06/14/2010
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RESOLUTION NO. 2010-02
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
GILROY PUBLIC FACILITIES FINANCING AUTHORITY
AUTHORIZING THE ISSUANCE AND SALE OF REFUNDING
LEASE REVENUE BONDS IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $26,000,000 TO REFINANCE
OUTSTANDING 2009 BOND ANTICIPATION NOTES, AND
APPROVING RELATED FINANCING DOCUMENTS AND
OFFICIAL ACTIONS
WHEREAS, in order to provide financing for the construction of a police station,
a fire station, a corporation yard and a playfield sports complex, the Gilroy Public
Facilities Financing Authority (the "Authority") and the City of Gilroy (the "City") have
previously authorized the execution and delivery of Certificates of Participation (City of
Gilroy - Public Buildings Project) Series 2003 (Auction Rate) in the aggregate principal
amount of $45,900,000 (the "2003 Certificates"); and
WHEREAS, in order to refinance the 2003 Certificates and provide funds needed
to contribute to the costs of certain public school facilities of the Gilroy Unified School
District, the Authority has previously issued its Gilroy Public Facilities Financing
Authority Bond Anticipation Notes, Series 2009 (City of Gilroy Refunding and Capital
Improvement Project) in the aggregate principal amount of $46,370,000 (the "2009
Notes"); and
WHEREAS, the 2009 Notes mature on September 1, 2010, and in order to
provide funds to pay the principal of the 2009 Notes at maturity, the Authority has
determined to authorize the issuance of its Gilroy Public Facilities Financing Authority
Refunding Bond Anticipation Notes, Series 2010 in the aggregate principal amount of not
to exceed $24,000,000 (the "Notes"), and its Gilroy Public Facilities Financing Authority
Refunding Lease Revenue Bonds, Series 2010 in the aggregate principal amount of not to
exceed $26,000,000 (the "Bonds"); and
WHEREAS, the Notes and the Bonds will be secured by a pledge of and lien on
revenues consisting primarily of lease payments to be made by the City under a First
Amended and Restated Lease Agreement dated as of August 1, 2009 (the "Lease
Agreement"), which has previously been entered into between the Authority as lessor and
the City as lessee; and
WHEREAS, the Board of Directors of the Authority wishes at this time to
authorize the issuance and sale of the Bonds and to approve related financing documents
and official actions;
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND
ORDERED by the Board of Directors of the Gilroy Public Facilities Financing Authority
as follows:
RESOLUTION NO. 2010-02
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Section 1. Issuance of Bonds; Approval of Trust Agreement. The Board of
Directors hereby authorizes the issuance of the Bonds in the aggregate principal amount
of not to exceed $26,000,000 for the purpose of providing funds to pay a portion of the
principal of the 2009 Notes coming due and payable at maturity on September 1, 2010.
The Bonds shall be issued under the provisions of Articles 10 and 11 of Chapter 3 of Part
1 of Division 2 of Title 5 of the California Government Code, commencing with Section
53570 of said Code and under the terms and provisions of the Trust Agreement which is
hereinafter approved.
Section 2. Approval of Financing Agreements. The Board of Directors hereby
approves each of the following agreements required to implement the issuance and sale of
the Bonds, in substantially the respective forms on file with the Secretary together with
any changes therein or additions thereto deemed advisable by the Executive Director,
whose execution thereof shall be conclusive evidence of the approval of any such changes
or additions:
. Trust Agreement between the Authority and Union Bank, N.A., as
trustee (the "Trustee"), prescribing the terms and conditions upon
which the Bonds are issued.
. Escrow Deposit and Trust Agreement between the Authority Union
Bank, N.A., as trustee for the 2009 Notes and as escrow agent, relating
to the establishment and administration of funds to pay and discharge
the 2009 Notes in full.
The Executive Director is hereby authorized and directed for and in the name and
on behalf of the Authority to execute, and the Secretary is hereby authorized and directed
to attest, the final form of each of the foregoing agreements. The Board of Directors
hereby authorizes the delivery and performance of each of the foregoing agreements.
Section 3. Sale of Bonds. The Board of Directors hereby approves the sale of
the Bonds by negotiation with E. J. De La Rosa & Co., Inc. (the "Underwriter"). The
Bonds shall be sold to the Underwriter under a Bond Purchase Agreement among the
City, the Authority and the Underwriter in substantially the form on file with the
Secretary together with any changes therein or additions thereto deemed advisable by the
Executive Director or the Treasurer, whose execution thereof shall be conclusive
evidence of the approval of any such changes or additions. The average rate of interest on
the Bonds shall not exceed 6.00% and the Underwriter's discount shall not exceed 0.80%
of the principal amount of the Bonds. The Executive Director or the Treasurer are hereby
authorized to accept a bid from the Underwriter to purchase the Bonds, and to execute the
Bond Purchase Agreement on behalf of the Authority.
Section 4. Official Statement. The Board of Directors hereby approves, and
deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of
1934, the Preliminary Official Statement describing the Bonds in the form on file with the
Secretary. The Board of Directors hereby approves, and deems nearly final within the
RESOLUTION NO. 2010-02
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meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary
Official Statement describing the Bonds in the form on file with the Secretary. The
Executive Director is hereby authorized, at the request of the Underwriter, to execute an
appropriate certificate affirming the Board of Directors' determination that the
Preliminary Official Statement has been deemed nearly final within the meaning of such
Rule. The Executive Director is hereby authorized and directed to approve any changes
in or additions to a final form of said Official Statement, and the execution thereof by the
Executive Director shall be conclusive evidence of approval of any such changes and
additions. The Board of Directors hereby authorizes the distribution of the final Official
Statement by the Underwriter. The final Official Statement shall be executed in the name
and on behalf of the Authority by the Executive Director.
Section 5. Engagement of Professional Services. The firm of Northcross, Hill
& Ach, Inc. is hereby retained as financial advisor to the Authority in connection with the
issuance and sale of the Bonds. The Executive Director is hereby authorized and directed
on behalf of the Authority to execute an agreement with said firm in the form on file with
the Treasurer.
Section 6. Official Actions. The Chairman, the Executive Director, the
Treasurer, the Secretary and any and all other officers of the Authority are hereby
authorized and directed, for and in the name and on behalf of the Authority, to do any and
all things and take any and all actions, including execution and delivery of any and all
assignments, certificates, requisitions, agreements, notices, consents, instruments of
conveyance, warrants and other documents, including but not limited to any supplements
or amendments to the Lease Agreement, which they, or any of them, may deem necessary
or advisable in order to consummate the issuance and sale of the Bonds and all
transactions relating thereto. Whenever in this resolution any officer of the Authority is
authorized to execute or countersign any document or take any action, such execution,
countersigning or action may be taken on behalf of such officer by any person designated
by such officer to act on his or her behalf in case such officer is absent or unavailable.
Section 7. Effective Date. This resolution shall take effect immediately upon its
passage and adoption.
RESOLUTION NO. 2010-02
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PASSED AND ADOPTED at a special meeting of the Board of Directors of the
Gilroy Public Facilities Financing Authority this 14th day of June, 2010, by the following
vote:
AYES: BOARDMEMBERS:
ARELLANO, BRACCO,
DILLON, TUCKER,
WOODWARD and PINHEIRO
NOES: BOARDMEMBERS:
GARTMAN
ABSENT: BOARDMEMBERS:
NONE
APPROVED:
AlbertP~ -
Gilroy Public Facilities Financing Authority
ATTEST:
RESOLUTION NO. 2010-02
I, SHA WNA FREELS, Secretary ofthe Gilroy Public Facilities Financing Authority, do
hereby certify that the attached Resolution No. 2010-02 is an original resolution, or true and
correct copy of a city resolution, duly adopted by the Board of Directors of the Gilroy Public
Facilities Financing Authority at a special meeting of said Board held on the 14th day of June,
2010, at which meeting a quorum was present.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of
the City of Gilroy this 15th day of June, 2010.
SllaWna Freels, CM
Secretary of the Gilroy Public Facilities Financing Authority
(Seal)