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Resolution 2000-53 ., . . RESOLUTION NO. 2000-53 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GILROY AUTHORIZING THE ISSUANCE OF BONDS, BONF ANTE GARDENS PROJECT. RESOLVED, by the City Council (the "Council") of the City of Gilroy (the "City"), County of Santa Clara, State of California, that: WHEREAS, the Council wishes to provide for the issuance of the bonds to assist in the financing of the Bonfante Gardens Theme Park (the ''Bonfante Gardens Project"), including financing costs of the planning, construction and acquisition of improvements to the Bonfante Gardens Project; and WHEREAS, the Council has previously adopted its Ordinance No. 2000-06 (the ''Bond Law") authorizing the issuance of revenue bonds for the purpose of providing funds to finance projects of qualifying nonprofit corporations, as an exercise of the municipal affairs powers of the City as a charter city of the State of California, and the Bond Law specifically provides that bonds issued thereunder are payable solely from revenues provided from the project and the sponsoring nonprofit corporation, and shall not be deemed to constitute a debt or liability of the City or a pledge of the faith and credit of the City; and WHEREAS, the Council wishes at this time to authorize the issuance of revenue bonds (the "Bonds") under the Bond Law for the purpose of providing funds to finance the Bonfante Gardens Project; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the bonds as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED, as follows: Section 1. Law Applicable. For the purposes of these proceedings the Constitution and laws of the State of California and the charter powers of the City, including but not limited to the powers conferred upon the City by the Bond Law, shall be the authority for the issuance of the Bonds, RESOLUTION NO. 2000-53 -1- . . Section 2. Bonds Authorized. Bonds designated "City of Gilroy, Bonfante Gardens Theme Park, Special Revenue Bonds, Series 2000" (the ''Bonds'') in an aggregate principal amount not to exceed $40,000,000 are hereby authorized to be issued under the Bond Law. The Bonds shall be dated and executed in the forms, be in the denominations, mature, be payable at the place and in the priorities and bear interest at the rates as set forth in and otherwise as provided in further proceedings and actions of this Council with respect to the Bonds. The Bonds shall be payable entirely from funds and revenues of the Bonfante Gardens Project and other, related sources and the City shall have no liability for the payment of the principal of or the interest on the Bonds or for any of the costs associated with the issuance of the Bonds Section 3. Financing Documents. The Bonds shall be issued pursuant to such legal documentation as shall be approved by reso1ulion of the Council adopted prior to the sale of the Bonds. Such documentation shall include, without limitation, an indenture of trust or trust agreement authorizing the issuance of the Bonds, a loan agreement between the City and the sponsoring nonprofit corporation of the Bonfante Gardens Project, and such other documents as shall be required to protect and secure the interests of the Bond owners. Section 4. Authorities Granted. The City Administrator, Administrative Services Director, City Clerk, City Attorney or such other official of the City as may be designated by the Council (each an "Authorized Officer") are hereby separately authorized and directed to execute and deliver the documents and instruments to provide for the issuance, sale and delivery of the Bonds, with such additions thereto or changes therein as are approved by the Authorized Officer upon consultation with City's bond counsel and financial advisors, including such additions or changes as are necessary or advisable to permit the timely issuance, sale and delivery of the Bonds, provided, however, that no additions or changes shall: (a) authorize an aggregate principal amount of Bonds in excess of $40,000,000; (b) result in an average interest rate on the Bonds in excess of 10% per annum or such greater amount permitted by applicable law al the time of the sale of the Bonds; (c) or result in an underwriter's discount in excess of 3% of the aggregate principal amount of the Bonds; (d) or a maturity of the Bonds in excess of thirty-five (35) years from the date of the Bonds. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of the documents and instruments herein specified by the Authorized Officer. Section 5, Sale of Bonds. The Bonds shall be sold in such manner as the City, in consultation with its financial advisors, shall determine, which manner shall be as provided by separate resolution or order of this Council. RESOLUTION NO. 2000-53 -2- . . Section 6. Actions Authorized, All actions heretofore taken by the officers, employees and agents of the City with respect to the issuance, sale and delivery of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer. This Council hereby determines and directs to be made any reductions in the annual levy of special taxes for the CFD in an manner consistent with that prescribed in the Act as a result of the savings achieved through the issuance of the Bonds. Section 7. Effectiveness. This resolution shall take effect from and after its adoption. Any previous resolutions in any way inconsistent with the provisions hereof in and for the issuance of the Bonds as herein described are hereby repealed. ************ PASSED AND ADOPTED this 7th day of August, 2000 by the following vote: AYES: COUNCILMEMBERS: G. ARELLANO, P. ARELLANO, MORALES, PINHEIRO, SUDOL, VELASCO, SPRINGER NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE APPROVED: --?h~ ATTEST: ~{2' ....'.. ......-. / ~"l.' _ d: ~- Rhonda Pellin, City Clerk RESOLUTION NO. 2000-53 -3- . . . , , I, RHONDA PELLIN, City Clerk of the City of Gilroy, do hereby certifY that the attached Resolution No, 2000-53 is an original resolution, duly adopted by the Council of the City of Gilroy at a regular meeting of said Council held on the 7th day of August, 2000, 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 22nd day of August, 2000. (Seal)