Resolution 1999-27
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RESOLUTION NO. 99-27
A RESOLUTION OF THE CITY OF GILROY AUTHORIZING AND
APPROVING THE ISSUANCE BY THE SOUTH COUNTY REGIONAL
W ASTEW A TER AUTHORITY OF REVENUE BONDS (REGIONAL
W ASTEW A TER FACILITIES PROJECT) GILROY REFUNDING SERIES
1999A; APPROVING THE FORM AND AUTHORIZING THE EXECUTION
OF A REFUNDING INSTALLMENT PURCHASE AGREEMENT RELATING
TO CAPACITY RIGHTS IN REGIONAL WASTEWATER FACILITIES, AN
ESCROW AGREEMENT, AN OFFICIAL STATEMENT, A CONTINUING
DISCLOSURE AGREEMENT, 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 I of the
Government Code of the State of Cali fomi a, the City of Gilroy (the "City") and the City of
Morgan Hill ("Morgan Hill" and together with the 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 Authority has undertaken, on behalf of the Member Agencies the
construction of certain wastewater facilities (the "Project"), a portion of the costs of which were
financed from the proceeds of the Authority's Revenue Bonds (Regional Wastewater Facilities
Project) Gilroy Series 1992A (the "1992 Gilroy Bonds") as more fully described below;
WHEREAS, the Authority has previously entered into an agreement entitled "Installment
Purchase Agreement Relating to Capacity Rights in Regional Wastewater Facilities," with the
City, dated as of July 1, 1992 (the "1992 Gilroy Agreement"), to finance the City's share of the
Project, being 58.1%, based upon its proportionate share of the capacity rights in the Project and
the same proportionate share of the capacity rights retained by the Authority (the sum of such
amounts being herein referred to as the "City's Share"), and to pay other related costs;
WHEREAS, the City has determined that it is in the best interests of the City and its
wastewater utility customers to refinance the costs of the City's Share of the Project and to
refund all or a portion of the City's outstanding obligation under the 1992 Gilroy Agreement;
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WHEREAS, the City has determined that it is desirable to secure the assistance of the
Authority in refinancing the costs of its Share of the Project and to pay other related expenses
through the issuance of refunding 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
Refunding Series 1999A for such purposes;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF GILROY AS FOLLOWS:
Section I. Authorization of Bonds. 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 Refunding Series 1999A (the "Series 1999A
Bonds") for the purpose ofrefinancing the costs of the City's Share of the Project.
Section 2. Refunding Installment Purchase Agreement 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 Refunding Installment Purchase
Agreement Relating to Capacity Rights in Regional Wastewater Facilities, 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 thereof; provided that the aggregate refunding price
in such Refunding 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 6.0%.
Section 3, Escrow Agreement 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 an Escrow Agreement, by and among the City, the Authority, and BNY
Western Trust Company, as escrow agent, 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 thereof
Section 4. Bond Purchase Agreement. 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 the
underwriter selected by the Authority pursuant to a solicitation of proposals for the underwriting
of the Series 1999A Bonds, in the form filed with the minutes ofthis meeting, with such changes
therein (and additions thereto to reflect the terms of the sale ofthe Series 1999A Bonds) as such
officers shall require or approve, such approval to be evidenced by the execution and delivery
thereof.
Section 5, Official Statement The form of preliminary official statement relating to the
Series 1999A 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
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RESOLUTION NO. 99-27
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such changes therein (and additions thereto to reflect the terms of the sale of the Series 1999 A
Bonds) as such officers shall approve, such approval to be evidenced by the execution and
delivery thereof.
Section 6. Continuing Disclosure Certificate, 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 Continuing Disclosure Certificate, 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 thereof.
Section 7. 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 Refunding Installment Purchase Agreement, Bond Purchase Agreement, Escrow
Agreement, Continuing Disclosure Agreement, or related documents.
Section 8. 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 refinancing of the costs of the City's Share of the Project
and the issuance of the Series 1999A 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 9. Effective Date. This Resolution shall take effect from and after its date of
passage and adoption.
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RESOLUTION NO. 99-27
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PASSED AND ADOPTED this 15th day of March, 1999 by the following vote:
AYES:
COUNCILMEMBERS: ARELLANO, GIFFORD, MORALES,
ROWLIS0N, SPRINGER, SUDOL, GILROY
NOES
COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
ATTEST:
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Rhonda Pellin, City Clerk
APPROVED:
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RESOLUTION NO. 99-27
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I, RHONDA PELLIN, City Clerk of the City of Gilroy, do hereby certifY that the attached
Resolution No. 99-27 is an original resolution, duly adopted by the Council of the City of Gilroy
at a regular meeting of said Council held on the 15th day of March, 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 19th day of March, 1999.
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City Clerk of the City of Gilroy
(Seal)