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Resolution 1999-27 ~ -...l . . 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; SFLlB 1/1 072973/1 /II 022/0000 I J. . . 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 SFUB 1/1072973/1111022/00001 RESOLUTION NO. 99-27 2 . . . . 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. SFLlB III 072973/1111022/00001 RESOLUTION NO. 99-27 3 . . 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: ~LdA~' Rhonda Pellin, City Clerk APPROVED: il~~\ RESOLUTION NO. 99-27 -4- . . 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. ~~, City Clerk of the City of Gilroy (Seal)