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Resolution No. GPFFA 2003-01 | Authorizing Delivery and Sale of Auction Rate Certificates | Adopted 06/16/2003RESOLUTION NO. 2003-01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE GILROY PUBLIC FACILITIES FINANCING AUTHORITY AUTHORIZING DELIVERY AND SALE OF AUCTION RATE CERTIFICATES OF PARTICIPATION IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $47,000,000 TO FINANCE CONSTRUCTION OF THE 2003 PUBLIC BUILDINGS PROJECT, AND APPROVING RELATED DOCUMENTS AND ACTIONS RESOLVED by Board of Directors (the "Board") of the Gilroy Public Facilities Financing Authority (the "Authority"), City of Gilroy (the "City"), County of Santa Clara, State of California, that WHEREAS, the Authority is a joint exercise of powers authority, duly established and acting under the laws of the State of California and is authorized to assist the City in the financing of facilities and property useful to the City, and the City has requested the Authority to assist it in financing the construction and/or improvement of public buildings, including a police station, a fire station, a corporation yard, and a playfield sports complex (the "2003 Public Buildings Project") on lands which are currently owned by the City (the "Property"); WHEREAS, in order to provide funds for such purposes, the City has proposed to lease to the Authority the Property under a Site Lease by and between the City as lessor and the Authority as lessee, for a payment which the City will use to finance the 2003 Public Buildings Project, and the Authority has proposed to lease the Property back to the City under a Lease (the "Lease") by and between the Authority as lessor and the City as lessee; WHEREAS, the Authority has further proposed to assign its right to receive lease payments under the Lease to Union Bank of California, N.A., as trustee (the "Trustee"), and in consideration of such assignment the Trustee has agreed to execute and deliver not to exceed $47,000,000 aggregate principal amount of Certificates of Participation (City of Gilroy-Public Buildings Project), Series 2003 (Auction Rate) (the "Certificates "), each evidencing a direct, undivided fractional interest in the lease payments to be paid by the City under the Lease; WHEREAS, the Board wishes at this time to authorize and approve all proceedings for the financing of the Public Safety Building Project, the delivery and sale of the Certificates for such purpose, and all related documents and actions, in furtherance of the public purposes of the Authority; NOW, THEREFORE, IT IS HEREBY ORDERED as follows: Section 1. Approval of Financing Plan and Related Documents. The Board hereby approves the financing plan outlined above and approves each of the following financing documents in substantially the respective forms on file with the Secretary of the Authority, together with any changes therein or additions thereto deemed advisable by the Authority Representative (as defined below), provided that the execution thereof by the Authority Representative shall be conclusive evidence of such approval: RESOLUTION NO. 2003-01 -1- (A) Site Lease by and between the City as lessor and the Authority as lessee, whereby the City leases the Property to the Authority. (B) Lease Agreement by and between the Authority as lessor and the City as lessee, whereby the Authority agrees to lease the Leased Properties to the City in consideration of the payment by the City of semiannual lease payments. (C) Assignment Agreement by and between the Authority and the Trustee, whereby the Authority assigns to the Trustee certain of its rights under the Lease Agreement, including the right to receive the lease payments payable by the City thereunder. (D) Trust Agreement by and among the City, the Authority and the Trustee, whereby the Trustee agrees to execute and deliver the Certificates. (E) Auction Agent Agreement between Deutsche Bank Trust Company Americas as the Auction Agent and the Trustee relating to the conduct of auction procedures under the Trust Agreement. (F) Certificate Purchase Agreement by and among the City, the Authority and Morgan Stanley & Co. Incorporated, as underwriter of the Certificates (the "Underwriter"), whereby the Underwriter agrees to purchase the Certificates and the City and the Authority agree to sell the Certificates to the Underwriter. The Authority Representative (as defined below) is 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 to, the final form of each of the foregoing documents. The schedule of lease payments attached to the Lease Agreement shall correspond to the payments of principal and interest represented by the Certificates, to be determined upon the sale thereof as set forth in Section 2. Section 2. Sale of Certificates of Participation. The Board of Directors hereby approves the sale of the Certificates of Participation by negotiation with the Underwriter. The Certificates shall be sold to the Underwriter pursuant the Certificate Purchase Agreement referred to above, provided that the aggregate principal amount of the Certificates shall not exceed $47,000,000, the amount of Underwriter's discount for the Certificates shall be not more than 1.5 % of the par amount thereof and the initial average rate of interest to be represented by the Certificates (taking into account any original issue discount on the sale thereof) shall not exceed 5 % per annum. Section 3. Official Actions. The Chairperson, Vice Chairperson, the Executive Director, the Secretary, the Finance Officer, the General Counsel and all other officers of the Authority (each an "Authority Representative") are each authorized and directed in the name and on behalf of the Authority to make any and all assignments, certificates, requisitions, agreements, notices, consents, leases and other instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved pursuant to this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, RESOLUTION NO. 2003-01 -2- 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 the case such officer shall be absent or unavailable. Section 4. Consultants. For purposes of the conduct of the proceedings for the issuance, sale and delivery of the Certificates, the Board hereby approves the appointment by the City of the following consultants: Northcross, Hill & Ach, San Francisco, California, as financial advisor; Jones Hall, A Professional Law Corporation, San Francisco, California, as bond counsel and Nixon Peabody, San Francisco, California, as disclosure counsel. The Authority Representative shall cause suitable agreements to be executed with each of the foregoing consultants for their services. Section 5. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED this 16th day of June, 2003 by the following vote: AYES: NOES: ABSENT: AUTHORITYMEMBERS: ARELLANO, DILLON, GARTMAN, MORALES, PINHEIRO, and SPRINGER AUTHORITYMEMBERS: NONE AUTHORITYMEMBERS: VELASCO APPROVED: Thomas W. Springer, Chair~r-s)~, ~ Gilroy Public Facilities Fin~gfig Authority ATTEST: Rh6nda Pellm, Secretary RESOLUTION NO. 2003-01 -3- I, RHONDA PELLIN, Secretary of the Board of Directors of the Gilroy Public Facilities Financing Authority, do hereby certify that the attached Resolution No. 2003-01 is an original resolution, or true and correct copy of an Authority resolution, duly adopted by the Gilroy Public Facilities Financing Authority at a regular meeting of said Authority held on the 16th day of June, 2003, 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 23rd day of June, 2003. (Se~)