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Resolution No. GPFFA 1999-01 | Authorizing Issuance, Sale, and Delivery of Bonds | Adopted 01/04/1999 GILROY PUBLIC FACILITIES FINANCING AUTHORITY RESOLUTION NO. 99-1 RESOLUTION OF THE GOVERNING BOARD OF THE GILROY PUBLIC FACILITIES FINANCING AUTHORITY AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED NINE MILLION DOLLARS AGGREGATE PRINCIPAL AMOUNT OF 1999 AUTHORITY REFUNDING REVENUE BONDS; APPROVING AND AUTHORIZING EXECUTION AND DELIVERY OF INDENTURE OF TRUST, A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT TO BE DERIVED THEREFROM, A LOCAL OBLIGATION PURCHASE CONTRACT, A BOND PURCHASE AGREEMENT, AND PROFESSIONAL SERVICES AGREEMENTS WITH BOND COUNSEL AND DISCLOSURE COUNSEL; AND AUTHORIZING RELATED ACTIONS IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE 1999 AUTHORITY REFUNDING REVENUE BONDS (1999 Authority Refunding Revenue Bonds) WHEREAS, the Gilroy Public Facilities Financing Authority is a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California (the "Authority"); and WHEREAS, the City of Gilroy (the "City") is a municipal corporation organized and existing under the Constitution and laws of the State of California; and WHEREAS, the City has completed its legal proceedings under the Refunding Bond Act of 1984 for 1915 Improvement Act Bonds (Division 11.5 of the California Streets and Highways Code) (the "1984 Act") in connection with the formation of the North Forest Street Reassessment District (the "Reassessment District"); and WHEREAS, the City is empowered under the provisions of the 1984 Act to undertake legal proceedings for the levy of reassessments and for the issuance, sale and delivery DOCSSF 1:323090.1 40964-2-SS4-12/29/98 1:40 PlVl of limited obligation refunding bonds (the "Local Obligations") upon the security of the recorded reassessments; and WHEREAS, the Authority is empowered under the provisions of Article 4, Chapter 5, Division 7, Title 1 of the California Government Code (the "Law") to issue its bonds for the purpose of purchasing various local obligations issued by certain local agencies, including the City; and WHEREAS, the City has determined to issue the Local Obligations pursuant to the 1984 Act for the Reassessment District to refund the remaining outstanding limited obligation improvement bonds (the "Prior Limited Obligation Improvement Bonds") of the City issued in 1994 with respect to the City's North Forest Street Assessment District (the "Prior Assessment District"); and WHEREAS, the Authority is further empowered under the Law to issue its bonds for the purpose of refinancing its own previous bond issues; and WHEREAS, the Authority wishes to refund the remaining outstanding 1994 Authority Revenue Bonds (the "Prior Authority Revenue Bonds"); and WHEREAS, the proceeds of sale of the Prior Authority Revenue Bonds were used to purchase the limited obligation refunding bonds (the "Prior Limited Obligation Refunding Bonds") of the City's Consolidated Refunding District No. 1994-1 (the "Prior Reassessment District"), which Prior Limited Obligation Refunding Bonds have provided the revenues for payment of the principal of and the interest on the Prior Authority Revenue Bonds; and WHEREAS, the Authority wishes to authorize and issue the Gilroy Public Facilities Financing Authority 1999 Refunding Revenue Bonds (the "1999 Authority Refunding DOCSSF 1:323090.1 40964-2-SS4-12/29~98 1:40 PM 2 Revenue Bonds"), in order to provide funds to purchase the Local Obligations, to refund the Prior Authority Revenue Bonds, to fund a reserve fund for the 1999 Authority Refunding Revenue Bonds, and to pay costs of issuance of the Local Obligations and the 1999 Authority Refunding Revenue Bonds; and WHEREAS, the Authority has determined that the estimated amount necessary to finance the purchase of the Local Obligations, to refund the Prior Authority Revenue Bonds, to fund a reserve fund and to pay costs of issuance will require the issuance of the 1999 Authority Refunding Revenue Bonds in the aggregate principal amount not to exceed Nine Million Dollars ($9,000,000); and WHEREAS, the Authority and the City have determined that all things necessary to make the 1999 Authority Refunding Revenue Bonds, when issued and executed as provided in that certain Indenture of Trust (the "Indenture"), dated as of January 1, 1999, between the Authority and Union Bank of California, N.A., as trustee (the "Trustee"), and when authenticated and delivered by the Trustee in exchange for payment to the Trustee, on behalf of the Authority, of the purchase price therefore by Redwood Securities Group, Inc. (the "Underwriter"), the valid, binding and legal obligations of the Authority according to the import thereof and hereof have been done and performed; and WHEREAS, in furtherance of implementing the proposed refinancing program, there has been filed with the Authority Secretary for consideration and approval by this Board forms of the following: (a) the Indenture, under the terms of which the 1999 Authority Refunding Revenue Bonds are to be issued and the Revenues (as said term is defined in the Indenture and as said Revenues are received by the Trustee, as assignee of the Authority, DOCSSF1:323090.1 40964-2-SS4-12/29/98 1:40 PIVI 3 which is beneficial holder of the Local Obligations and which will become the beneficial holder of the Prior Limited Obligation Refunding Bonds) are to be administered to pay the principal of and interest on the 1999 Authority Refunding Revenue Bonds; (b) a Local Obligation Purchase Contract, under the terms of which, among other things, the City agrees to sell and the Authority agrees to purchase the Local Obligations; (c) a Bond Purchase Agreement, under the terms of which, among other things, the Authority agrees to sell and the Underwriter agrees to purchase the 1999 Authority Refunding Revenue Bonds; (e) a Preliminary_ Official Statement, describing the 1999 Authority Refunding Revenue Bonds, the Reassessment District, the Local Obligations, the Prior Reassessment District and the Prior Limited Obligation Refunding Bonds, together with certain related information; and (f) an Agreement for Bond Counsel Services and an Agreement for Disclosure Counsel Services; and WHEREAS, being fully advised in the matter of the proposed refinancing program, this Board wishes to proceed with implementation of said program; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the proposed refinancing program hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every DOCSSF1:323090.1 40964-2-SS4-12/29/98 1:40 PM 4 requirement of law, to authorize the execution and delivery of certain documents in order to further implement the financing in the manner and upon the terms herein provided; and WHEREAS, the City has determined that the issuance of the 1999 Authority Refunding Revenue Bonds by the Authority and the acquisition of the Local Obligations and the Prior Limited Obligation Refunding Bonds will result in significant public benefits, including demonstrable savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs; NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Gilroy Public Facilities Financing Authority as follows: The foregoing recitals are true and correct, and this Board so finds Section 1. and determines. Section 2. Pursuant to the Law, the 1999 Refunding Revenue Bonds shall be issued in the aggregate principal amount of not to exceed $9,000,000, with the last maturity of the 1999 Refunding Revenue Bonds to be not later than 2019. Section 3. The form and substance of the Indenture is hereby approved. The Treasurer of the Authority or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. The form and substance of the Local Obligation Purchase Contract is hereby approved. The Treasurer of the Authority or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Local Obligation Purchase Contract in substantially said form, with such changes therein as such DOCSSF 1:323090.1 40964-2-SS4-12/29/98 1:40 PM 5 officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. approved, and Redwood The form and substance of the Bond Purchase Agreement is hereby Securities Group, Inc., is hereby appointed as the underwriter (the "Underwriter") for the 1999 Authority Refunding Revenue Bonds, as provided by said Bond Purchase Agreement. The Treasurer of the Authority or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided that (a) the yield established for the 1999 Authority Refunding Revenue Bonds shall comply with the requirement provided by the Law in relation to the Local Obligations and shall enable the City to satisfy the requirements for summary proceedings under the 1984 Act with respect to the Reassessment District. Section 6. (a) The form and substance of the Preliminary Official Statement is hereby approved. The Treasurer is authorized to execute the final Official Statement to be derived therefrom. (b) This Board hereby authorizes the Treasurer to find and determine that said Preliminary Official Statement in preliminary form is, and as of its date shall be deemed "final" for purpose of Rule 15c(2)- 12 of the Securities and Exchange Commission, and the Treasurer of the Authority or designee thereof is hereby authorized to execute a certificate to such effect in the customary form. (c) The Treasurer of the Authority or designee is authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment DOCSSF 1:323090.1 40964-2-SS4-12/29,98 1:40 PM thereto, by appropriate insertions, or otherwise as appropriate, provided that such corrections or additions shall be regarded by such officer as necessary to cause the information contained therein to conform to facts material to the 1999 Authority Refunding Revenue Bonds or the Local Obligations or to the proceedings of this Board or the City Council of the City or that such corrections or additions are in form rather than in substance. (d) The Treasurer of the Authority or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Local Obligation Purchase Contract in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. (e) The Underwriter of the 1999 Authority Refunding Revenue Bonds is authorized to distribute said Preliminary Official Statement and the final Official Statement to be derived therefrom in connection with sale and distribution of the 1999 Authority Refunding Revenue Bonds. Section 7. The form and substance of the Agreement for Bond Counsel Services, between the City and Orrick, Herrington & Sutcliffe LLP, and the form and substance of the Agreement for Disclosure Counsel Services, between the City and Nossaman, Guthner, Knox & Elliott, LLP, are hereby approved. Section 8. The officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, including any agency agreement, which they may deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. DOCSSF1:323090.1 40964-2-SS4-12/2 ~98 1:40 I'M Section 9. This resolution shall take effect immediately upon its passage. PASSED AND ADOPTED this 4th day of January, 1999 by the following vote: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: ATTEST: Rhonda Pellin, Secretary ARELLANO, GIFFORD, MORALES, ROWLISON, SPRINGER, and GILROY NONE SUDOL APPROVED: K! A. Mike Gilroy, Chairman J -8- I, RHONDA PELLIN, Secretary of the Gilroy Public Facilities Financing Authority, do hereby certify that the attached Resolution No. 99-1 is an original resolution, duly adopted by the Gilroy Public Facilities Financing Authority at a regular meeting of said Authority held on the 4th day of January, 1999, 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 5th day of January, 1999. Secretary of the Gilroy Public Facilities Financing Authority (Seal)