Resolution 1999-08
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RESOLUTION NO. 99-8
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GILROY
APPROVING ISSUANCE AND SALE OF NOT TO EXCEED $9.0 MILLION
PRINCIPAL AMOUNT OF AUTHORITY 1999 REFUNDING REVENUE
BONDS; APPROVING FORM AND SUBSTANCE OF INDENTURE OF
TRUST, AUTHORIZING MODIFICATIONS THEREOF AND EXECUTION
AND DELIVERY AS MODIFIED; APPROVING A PRELIMINARY
OFFICIAL STATEMENT, AUTHORIZING CHANGES THERETO AND
EXECUTION AND DELIVERY THEREOF AND OF AN OFFICIAL
STATEMENT TO BE DERIVED THEREFROM; APPROVING A LOCAL
OBLIGATION PURCHASE CONTRACT, A BOND PURCHASE CONTRACT
AND A CONTINUING DISCLOSURE AGREEMENT, AUTHORIZING
MODIFICATIONS THEREOF AND EXECUTION AND DELIVERY OF
EACH; AND AUTHORIZING RELATED ACTIONS NECESSARY TO
IMPLEMENT THE PROPOSED REFUNDING PROGRAM
(1999 Refunding Revenue Bonds)
WHEREAS, the City Council of the City of Gilroy (the "City"), by proceedings duly had
and taken, provided for the issuance of its Limited Obligation Improvement Bonds (the "Prior
Bonds") for the City's North Forest Street Assessment District (the "Prior Assessment District")
under and pursuant to the conditions and terms of the Improvement Bond Act of 1915 (the "1915
Act"), the unmatured portion of which is now outstanding; and
WHEREAS, the City Council of the City has, by prior resolution, declared its preliminary
intention to issue limited obligation refunding bonds (the "Local Obligations") pursuant to the
Refunding Bond Act of 1984 for 1915 Improvement Act Bonds (the "Reassessment Act") for the
purpose of refunding the unmatured portion of the Prior Bonds now outstanding under and
pursuant to the conditions and terms of the Reassessment Act and to provide for the levy and
collection ofreassessments as security for the Local Obligations; and
WHEREAS, the Gilroy Public Facilities Financing Authority (the "Authority") has
heretofore issued its 1994 Authority Revenue Bonds (the "Prior Authority Revenue Bonds") for
the purpose of acquiring the City's limited obligation refunding bonds (the "Prior Limited
Obligation Refunding Bonds") with respect to the City's Consolidated Refunding District No.
1994-1 (the "Prior Reassessment District"); and
WHEREAS, the refunding program recommended by City staff and consultants entails
issuance by the Authority of its 1999 Refunding Revenue Bonds (the "1999 Refunding Revenue
Bonds"), to be issued pursuant to and under the terms of an Indenture of Trust (the "Indenture")
pertaining thereto, to be dated as of January 1, 1999, by and between the Authority and Union
Bank of California, N.A., as trustee (the "Trustee"), with the proceeds of sale to be derived from
the sale to Redwood Securities Group, Inc. (the "Underwriter") of the 1999 Refunding Revenue
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Bonds to be used by the Authority to (a) purchase the Local Obligations, (b) refund the Prior
Authority Revenue Bonds, (c) establish a reserve fund for the 1999 Refunding Revenue Bonds,
and pay the costs of issuance respecting the Local Obligations and the 1999 Refunding Revenue
Bonds; and
WHEREAS, in furtherance of implementing the proposed refunding program, the
following documents have been prepared, reviewed and approved as to form by City staff, and
filed with the City Clerk:
(a) the Preliminary Official Statement, pertaining primarily to the 1999 Refunding
Revenue Bonds but also describing the refunding program, the Local Obligations, the Prior
Assessment District, the Prior Authority Revenue Bonds, the Prior Limited Obligation
Refunding Bonds, the Prior Reassessment District and certain other information deemed material
to an informed investment decision respecting the 1999 Refunding Revenue Bonds;
(b) a Local Obligation Purchase Contract, by which the Authority proposes to
purchase the Local Obligations from the City;
(c) a Bond Purchase Contract, by which the Authority proposes to sell and the
Underwriter proposes to purchase the 1999 Refunding Revenue Bonds from the Authority;
(d) the Indenture, pursuant to which the 1999 Refunding Revenue Bonds are to be
issued and administered by the Union Bank of California, N.A., as Trustee; and
(e) a Continuint< Disclosure Agreement of the City, to be executed by the City,
pursuant to which the City is providing for continuing disclosure in compliance with the
requirements of Rule l5c(2)-12 ("Rule 15c(2)-12"), promulgated by the United States Securities
and Exchange Commissions under the Securities Exchange Act of 1934;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Gilroy as
follows:
Section 1.
and determines.
The foregoing recitals are true and correct, and this City Council so finds
Section 2. This City Council hereby fmds and determines that the issuance of the
Gilroy Public Facilities Financing Authority 1999 Refunding Revenue Bonds, the refunding of
the Prior Authority Revenue Bonds and the acquisition of the Local Obligations by the Authority
will result in significant public benefits, including demonstrable savings in effective interest rate,
bond preparation, bond underwriting and bond issuance costs.
Section 3. The Preliminary Official Statement, (the "Preliminary Official
Statement"), submitted to this meeting and on file with the City Clerk, is hereby approved, with
such changes as the Finance Director or designee shall approve. The Finance Director is hereby
authorized and directed to approve the distribution of the Preliminary Official Statement when
satisfied with it and to certify on behalf of the City that the Preliminary Official Statement has
been deemed "final" by the City, except for certain information pursuant to Rule 15c2-l2, and
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the Finance Director is hereby authorized and directed to execute the Official Statement to be
derived from the Preliminary Official Statement, for and in the name of and on behalf of the
City, but only concurrently with execution on behalf of the Authority, which shall deliver the
Official Statement in final form to the Underwriter. The Official Statement may contain such
changes as the Finance Director shall approve, such approval to be conclusively evidenced by the
execution thereof on behalf of the City.
Section 4. The form of Local Obligation Purchase Contract (the "Local Obligation
Purchase Contract"), submitted to this meeting and on file with the City Clerk, pursuant to which
the Authority offers to purchase the Local Obligations from the City, is hereby approved, with
such changes as the Finance Director or designee shall approve, such approval to be conclusively
established by the execution thereof. The Finance Director is hereby authorized and directed, for
and in the name and on behalf of the City, to execute and deliver to the Authority the Local
Obligation Purchase Contract in substantially said form, providing for the sale of the Local
Obligations to the Authority at par.
The Local Obligations shall mature in the principal amounts in the years and shall bear
interest at the interest rates provided in Exhibit A of the Local Obligation Purchase Contract,
which Exhibit A shall be attached thereto prior to execution thereof on behalf of the City.
Section 5. The form of Bond Purchase Contract (the "Bond Purchase Contract"),
submitted to this meeting and on file with the City Clerk, pursuant to which the Authority offers
to sell and the Underwriter offers to purchase the 1999 Refunding Revenue Bonds, is hereby
approved, with such changes as the Authority shall approve.
Section 6. The form of each of the Indenture, submitted to this meeting and on file
with the City Clerk, is hereby approved, subject to such changes as the Finance Director or
designee shall approve, such approval to be conclusively established by the execution thereof.
The Finance Director is authorized and directed to execute the Indenture on behalf of the City.
Section 7. The form of Continuing Disclosure Agreement of the City, submitted to
this meeting and on file with the City Clerk, is hereby approved, subject to such changes as the
Finance Director or designee shall approve, such approval to be conclusively established by the
execution thereof. The Finance Director or designee is authorized and directed to execute and
deliver the Continuing Disclosure Agreement of the City on behalf of the City.
Section 8. All actions heretofore taken by the officers and agents of the City with
respect to notice of advanced redemption to the holders of the outstanding Prior Bonds, the sale,
execution and delivery of the Local Obligations, and the other transactions authorized and
contemplated herein are hereby approved, confirmed and ratified. Notwithstanding any
provision of this resolution authorizing the Finance Director to take any action or execute any
document to the contrary, in the absence of the Finance Director or in lieu of the Finance
Director, the person designated in writing by the Finance Director, may take such action or
execute such document with like effect as fully as though named in this resolution instead of the
Finance Director.
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Section 9. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 4th day of January, 1999 by the following vote:
AYES:
COUNCILMEMBERS: ARELLANO, GIFFORD, MORALES,
ROWLISON, SPRINGER, and GILROY
NOES:
COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS SUDOL
APPROVED:
t, l\,lt&b-6)~"
K. A Mike Gilroy, Mayor ,
ATTEST:
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Rhonda Pellin, City Clerk
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RESOLUTION NO. 99-8
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I, RHONDA PELLIN, City Clerk of the City of Gilroy, do hereby certity that the attached
Resolution No. 99-8 is an original resolution, duly adopted by the Council of the City of Gilroy at
a regular meeting of said Council held on the 4th day ofJanuary, 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 ofJanuary, 1999.
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City Clerk of the City of Gilroy
(Seal)
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