Resolution No. GPFFA 2022-01 | 2013 Lease Revenue Bonds Refinancing | Adopted 12/05/2022RESOLUTION NO. GPFFA 2022-01
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
GILROY PUBLIC FACILITIES FINANCING AUTHORITY
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$15,000,000 OF GILROY PUBLIC FACILITIES FINANCING
AUTHORITY LEASE REVENUE REFUNDING BONDS,
SERIES 2022A (CONVERTIBLE); APPROVING THE
EXECUTION AND DELIVERY OF VARIOUS RELATED
DOCUMENTS IN CONNECTION WITH THE ISSUANCE
AND DELIVERY OF SUCH BONDS; AND AUTHORIZING
THE TAKING OF CERTAIN OTHER MATTERS RELATED
THERETO
WHEREAS, the Gilroy Public Facilities Financing Authority (the “Authority”) was
established for the purpose, among others, of providing for the financing and refinancing of public
capital improvements for the City of Gilroy (the “City”); and
WHEREAS, the Authority has previously issued its $23,120,000 Gilroy Public Facilities
Financing Authority Refunding Lease Revenue Bonds, Series 2013 (the “Series 2013 Bonds”), of
which $15,185,000 are currently outstanding; and
WHEREAS, the Authority and the City have determined, that it is necessary and desirable
in order to refund the Series 2013 Bonds to authorize the issuance, sale and delivery of the Gilroy
Public Facilities Financing Authority Lease Revenue Refunding Bonds, Series 2022A
(Convertible) (the “Series 2022A Bonds”) in the aggregate principal amount of not to exceed
$15,000,000; and
WHEREAS, the Authority desires to approve in connection with the sale of the Series
2022A Bonds, the form of a Bond Purchase Agreement (the “Bond Purchase Agreement”), among
the Authority, the City and Wells Fargo Municipal Capital Strategies, LLC (including any affiliate
thereof, the “Purchaser”); and
WHEREAS, there have been presented to this meeting the proposed forms of the
following documents:
(a) the First Supplement to Indenture, dated as of December 1, 2022 (the “First
Supplement to Indenture”), among the Authority, the City and U.S. Bank Trust
Company, National Association, as trustee (the “Trustee”); and
(b) the Fourth Amendment to Lease Agreement, dated as of December 1, 2022 (the
“Fourth Amendment to Lease”) between the City and the Authority;
(c) the Bond Purchase Agreement; and
(d) the Escrow Agreement, dated as of December 1, 2022 (the “Escrow Agreement”),
between the Authority and U.S. Bank Trust Company, National Association, as
escrow agent;
Resolution No. GPFFA 2022-01
2013 Lease Revenue Bonds Refinancing
Gilroy Public Facilities Financing Authority Regular Meeting | December 5, 2022
Page 2 of 3
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY
THE GILROY PUBLIC FACILITIES FINANCING AUTHORITY AS FOLLOWS:
SECTION 1. Approval of Issuance of Series 2022A Bonds by the Authority. The issuance
of the Series 2022A Bonds by the Authority on the terms and conditions set forth in, and subject
to the limitations specified in the Indenture, dated as of August 1, 2020, by and among the
Authority, the City and the Trustee, as amended by the First Supplement to Indenture, and this
Resolution, is hereby approved; provided, however, that (i) the aggregate principal amount of
Series 2022A Bonds shall not exceed $15,000,000, (ii) the maturity of the Series 2022A Bonds
shall not exceed November 1, 2033, and (iii) there shall be expected present value savings with
respect to the refunding of the Series 2013 Bonds of at least 5% (assuming a successful conversion
from a taxable rate to a tax-exempt rate on or about August 8, 2022) of the principal amount of the
Series 2013 Bonds using the yield on the Series 2022A Bonds as the discount rate.
SECTION 2. Approval of First Supplement to Indenture. The form of First Supplement
to Indenture presented at this meeting is hereby approved and the Chairman, the Vice-Chairman,
the Executive Director, the Treasurer, the Secretary of the Authority (each an “Authorized
Officer”) are hereby authorized and directed, for and in the name of and on behalf of the Authority,
to execute, acknowledge and deliver the First Supplement to Indenture in substantially the form
presented at this meeting with such changes therein as the officers executing the same may
approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 3. Approval of Fourth Amendment to Lease. The form of Fourth Amendment
to Lease presented at this meeting is hereby approved and each Authorized Officer is hereby
authorized and directed, for and in the name of and on behalf of the Authority, to execute,
acknowledge and deliver the Fourth Amendment in substantially the form presented at this meeting
with such changes therein as the Authorized Officer executing the same may approve, such
approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 4. Approval of Bond Purchase Agreement. The Authority is hereby authorized
to enter into the Bond Purchase Agreement and each Authorized Officer is hereby authorized and
directed to execute and deliver the Bond Purchase Agreement on behalf of the Authority, in
substantially the form presented to this meeting, with such changes therein, deletions therefrom
and additions thereto as the Authorized Officer shall approve in consultation with the Authority’s
financial and legal consultants, which approval shall be conclusively evidenced by the execution
and delivery thereof.
SECTION 5. Approval of Escrow Agreement. The Authority is hereby authorized to enter
into the Escrow Agreement and each Authorized Officer is hereby authorized and directed to
execute and deliver the Escrow Agreement on behalf of the Authority, in substantial ly the form
presented to this meeting, with such changes therein, deletions therefrom and additions thereto as
the Authorized Officer shall approve in consultation with the Authority’s financial and legal
consultants, which approval shall be conclusively evidenced by the execution and delivery thereof.
Resolution No. GPFFA 2022-01
2013 Lease Revenue Bonds Refinancing
Gilroy Public Facilities Financing Authority Regular Meeting | December 5, 2022
Page 3 of 3
SECTION 6. SB 450 and SB 1029 Representation. The Authority adopts and approves
the Good Faith Estimates required by Senate Bill 450 (Chapter 625 of the 2017-2018 Session of
the California Legislature) (“SB 450”) and obtained by the City from NHA Advisors, as Municipal
Advisor.
The Authority confirms, that to the extent applicable, it has adopted the City’s stated debt
management policies required by Senate Bill 1029 (“SB 1029”), and further represents that it is in
compliance with the applicable SB 1029 pre-issuance requirements and that it expects to comply
with all post-issuance requirements of SB 1029 applicable to the Series 2022A Bonds.
SECTION 7. Other Acts. The officers and staff of the Authority are hereby authorized
and directed, jointly and severally, to do any and all things, to execute and deliver any and all
documents, which in consultation with Authority Counsel and with Nixon Peabody LLP, the
Authority’s bond counsel, they may deem necessary or advisable in order to effectuate the
purposes of this Resolution, and any and all such actions previously taken by such officers or staff
members are hereby ratified and confirmed.
SECTION 8. Effective Date. This Resolution shall take effect upon adoption.
PASSED and ADOPTED this 5th day of December 2022 by the following roll call vote:
AYES: BOARD MEMBERS: ARMENDARIZ, BRACCO, HILTON,
LEROE-MUÑOZ, MARQUES, TOVAR,
BLANKLEY
NOES: BOARD MEMBERS: NONE
ABSTAIN: BOARD MEMBERS: NONE
ABSENT: BOARD MEMBERS: NONE
APPROVED:
Marie Blankley, Chair
ATTEST:
_______________________
Thai Nam Pham, Secretary
Marie Blankley (Dec 6, 2022 10:02 PST)
Marie Blankley
CERTIFICATE OF THE CLERK
I, THAI NAM PHAM, City Clerk of the City of Gilroy, do hereby certify that the attached
Resolution No. GPFFA 2022-01 is an original resolution, or true and correct copy of a city
Resolution, duly adopted by the Council of the City of Gilroy at a Regular Meeting of said held
on Council held Monday, December 5, 2022, 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 Monday, December 5, 2022.
____________________________________
Thai Nam Pham, CMC, CPMC
City Clerk of the City of Gilroy
(Seal)