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Resolution 1992-51 '.1.' t.' . . , , ~. RESOLUTION NO. 92 - 51 A RESOLUTION OF THE CITY OF GILROY AUTHORIZING AND APPROVING THE ISSUANCE BY THE SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY OF REVENUE BONDS (REGIONAL WASTEWATER FACILITIES PROJECT) GILROY SERIES 1992A; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF AN INSTALLMENT PURCHASE AGREEMENT RELATING TO CAPACITY RIGHTS IN REGIONAL WASTEWATER FACILITIES, AN OFFICIAL STATEMENT AND A BOND PURCHASE AGREEMENT; AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH. WHEREAS, pursuant to the provisions of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, the City of Gilroy (the "City") and the City of Morgan Hill ("Morgan Hill" and together with t'he City, the "Member Agencies") have executed and entered into the Joint Exercise of Powers Agreement Creating the South County Regional Wastewater Authority, dated May 19, 1992 (the "Joint Exercise of Powers Agreement"), pursuant to which Joint Exercise of Powers Agreement the South County Regional Wastewater Authority (the "Authority") has been created and established; WHEREAS, the aforesaid Joint Exercise of Powers Agreement provides that the Authority, in its own name, or for the benefit of the Member Agencies, has the power to acquire by purchase, lease, contribution, eminent domain or otherwise, real or'personal property, and to plan for, develop, contract for, own, acquire, construct, finance, operate and maintain any systems, plants, buildings, works and other facilities for the collection, treatment and disposal of sewage, waste and storm water, including sewage treatment and disposal plants and works and facilities in connection therewith, and reclamation facilities; WHEREAS, the Member Agencies have determined that their existing jointly owned sewage treatment plant which each Member Agency is currently using for the treatment and disposal of its wastewater, is not sufficient to serve their respective needs and that it is necessary to construct new wastewater facilities (the "Project") in order to serve such needs; RESOLUTION NO. 92 - 51 . . . . WHEREAS, the Authority has determined to undertake the acquisition and construction of such Project; WHEREAS, the Authority has determined to reserve certain wastewater treatment capacity in the Project in the name of and for the benefit of the Authority and to sell the remaining capacity rights in the Project to the Member Agencies in consideration of the payment therefor by the Member Agencies; WHEREAS, the City desires to enter into an Installment Purchase Agreement with the Authority to provide for the purchase by the City from the Authority of the City's share of such capacity rights in the Project; WHEREAS, the City has determined that it is desirable to secure the assistance of the Authority in financing the costs of acquisition and construction of its share of the Project and to pay other related expenses through the issuance of revenue bonds of the Authority; WHEREAS, the City now desires to authorize the issuance by the Authority of not to exceed $40,000,000 of its Revenue Bonds (Regional Wastewater Facilities Project) Gilroy Series 1992A for the purpose of financing the costs of acquisition and construction of the City's share of the Project; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GILROY AS FOLLOWS: Section 1. Authorization of Bonds. Pursuant to Article V of the Joint Exercise of Powers Agreement, the City hereby consents to the issuance of bonds or other obligations by the Authority for the purpose of financing all or a portion of the costs of acquisition and the construction of the Project. Further, the City hereby authorizes and approves the issuance by the Authority of the South County Regional Wastewater Authority Revenue Bonds (Regional Wastewater Facilities Project) Gilroy Series 1992A (the "Series 1992A Bonds") for the purpose of financing the costs of acquisition and construction of the City's share of the Project. Section 2. Installment Purchase Aareement. The Mayor or the City Administrator or the duly authorized designee of either of such officers are hereby authorized and directed to execute for and on behalf of the City the Installment Purchase Agreement Relating to Capacity Rights in Regional Wastewater Facilities, dated as of July 1, 1992, by and between the City and the Authority, in substantially the form filed with the minutes of this meeting, with such changes therein and additions thereto as such officers shall require or approve, such approval to be evidenced by the execution and delivery 2 80980002/16 RESOLUTION NO. 92 - 51 . . .' thereof; provided that the aggregate purchase price in such Installment Purchase Agreement shall be in an aggregate principal amount not to exceed $40,000,000 and that the true interest cost shall not exceed 7.50%. Section 3. Bond Purchase Aoreement. The Mayor or the City Administrator or the duly authorized designee of either of such officers are hereby authorized and directed to execute for and on behalf of the City a Bond Purchase Agreement among the Authority, the City and J.P. Morgan Securities Inc. (the "Underwriter"), in the form filed with the minutes of this meeting, with such changes therein (and additions thereto to reflect the terms of the sale of the Series 1992A Bonds) as such officers shall require or approve, such approval to be evidenced by the execution and delivery thereof. Section 4. Official Statement. The form of preliminary' official statement relating to the Series 1992A Bonds is hereby approved, and the City Clerk is hereby directed to file said form of preliminary official statement with the minutes of this meeting. The Mayor or the duly authorized designee thereof is hereby authorized and directed to execute for and on behalf of the City a final official statement, in substantially the form of the preliminary official statement, with such changes therein (and additions thereto to reflect the terms of the sale of the Series 1992A Bonds) as such officers shall approve, such approval to be evidenced by the execution and delivery thereof. Section 5. Attestations. The City Clerk is hereby authorized and directed to attest the signature of the Mayor, the City Administrator or such other officers and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of said Installment Purchase Agreement or related documents. Section 6. Other Actions. The Mayor, the City Administrator, the City Clerk and the other officers of the City are hereby authorized and directed jointly and severally to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the acquisition and construction of the Project and the issuance of the Series 1992A Bonds by the Authority and otherwise 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. Section 7. Effective Date. This Resolution shall take effect from and after its date of passage and adoption. RESOLUTION NO. 92 - 51 3 80980002/16 , . . . . . " PASSED AND ADOPTED THIS 6th DAY OF July 1992, BY THE FOLLOWING VOTE: AYES: COUNCILMEMBERS: GILROY, HALE, KLOECKER, NELSON, ROWLISON, VALDEZ and GAGE. NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ABSTAIN: N/A [SEAL] ATTEST: Clerk RESOLUTION NO, 92 - 51 4 80980002/16 . . . . . " I, SUSANNE E. STEINMETZ, City Clerk of the City of Gilroy, do hereby certify that the attached Resolution No. 92-51 is an original resolution, duly adopted by the Council of the City of Gilroy at an adjourned regular meeting of said Council held on the 6th day of July , 19~, 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 7th day of July ,1992. Gilroy (Seal)