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Resolution 1999-08 . . 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 DOCSSF1:323254.1 40964-2-884 . . 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 DOCSSF1:323254.1 40964-2-884 2 . . 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. DOCSSF1:323254.1 40964-2-884 3 . . 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: ~~. Rhonda Pellin, City Clerk -4- RESOLUTION NO. 99-8 h ., ... . . 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. ~~, City Clerk of the City of Gilroy (Seal) , .