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Resolution 2000-70 . . RESOLUTION NO. 2000-70 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS FOR THE FINANONG OF THE BONFANTE GARDENS PROJECT AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council of the City of Gilroy (the "City"), as follows: WHEREAS, City is chartered city under the Constitution and laws of the State of California; WHEREAS, under its charter, the City by Ordinance No. 2000-6, adopted July 10, 2000, enacted the Nonprofit Corporation Project Financing Law of the City of Gilroy (the "Bond Law") WHEREAS, by its Resolution No. 2000-53 adopted August 7, 2000, the City authorized the issuance of revenue bonds (the "Bonds") under the Bond Law to assist in the financing of the Bonfante Gardens Theme Park (the "Project"), which revenue bonds are to be paid solely from the revenues of the Bonfante Gardens Project and from the Bonfante Gardens, inc., a Delaware non-profit corporation (the" Corporation"); WHEREAS, as required by law, the City has this date held as public hearing on the issuance of the Bonds and the location or operation of the Project and any objections or protests are hereby overruled; WHEREAS, in order to obtain funds to finance the Project, the Corporation proposes to borrow the amount required therefor from the City under a Loan Agreement (the "Loan Agreement"), between the Corporation, as borrower, and the City, as lender; WHEREAS, under a Trust indenture (the "Trust indenture") between the City and the trustee to be named (the "Trustee"), the City will issue the Bonds to make a loan to the Corporation under the Loan Agreement and thereby finance the Project; WHEREAS, the right to receive the loan repayments to be made by the Corporation under the Loan Agreement will be assigned to the Trustee for the benefit of the registered owners of the Bonds in accordance with the Trust indenture; WHEREAS, under a Deed of Trust (the "Deed of Trust") by and among the Corporation as trustor, the City as beneficiary and a trustee to be named, the loan obligation of the Corporation to the City under the Loan Agreement will be secured by such real property and fixtures to be specified in the Deed of Trust; RESOLUTION NO. 2000-70 -1- . . WHEREAS, under a Bond Purchase Agreement, dated the date of sale of the Bonds (the "Bond Purchase Agreement"), between the City and O'Connor & Company Securities (the "Underwriter"), the Bonds will be purchased by the Underwriter and the proceeds of the sale of the Bonds will be used as provided in the Trust Indenture to finance the Project, to fund a debt service reserve and to pay part of the costs of issuing the Bonds; WHEREAS, there have been presented to this meeting the proposed forms of the following documents: (1) The Loan Agreement; (2) The Trust Indenture; (3) The Deed of Trust; (4) The Bond Purchase Agreement; and (5) The Preliminary Official Statement (the "Official Statement") to be used by the Underwriter in marketing the Bonds. NOW, THEREFORE, BE IT RESOLVED by the City of Gilroy, as follows: Section 1. Authorities Granted. The Mayor, City Administrator, Director of Administrative Services, City Oerk, City Attorney or any other official of the City authorized by the Council (each and "Authorized Official") is hereby authorized and directed to execute and deliver the documents approved in this Resolution in substantially their forms, with such changes and insertions therein, as may be necessary to cause the same to carry out the intent of this Resolution and as such Authorized Official, with the advice of bond counsel and the City Attorney, may approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided that no such changes shall cause the total amount of the Bonds to exceed the principal amount of $45,000,000 nor cause the City to be liable for any payment of the Bonds. Each Authorized Official is hereby authorized and directed for and in the name and on behalf of the City, to execute and deliver any and all documents, including, without limitation, any and all documents and Bonds to be executed in connection with securing credit support for the Bonds, and to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to effectuate the actions which the City has approved in this Resolution. Section 2. Documents Approved. The proposed forms of the Loan Agreement, the Trust Indenture, the Deed of Trust, and the Bond Purchase Agreement, as presented to this meeting, are hereby approved, subject to the provisions of Section 1 of this Resolution. by the execution and delivery thereof. The dated date, principal payment date(s), interest rates, interest payment dates, denominations, forms, registration requirements, place or places of payment, terms of prepayment and other terms of the Bonds shall be as provided in the Trust Indenture, as finally executed. RESOLUTION NO. 2000-70 -2- ----7h. --- . . Section 3. Official Statement. The Council hereby approves the Official Statement describing the financing described therein- in substantially the form presented to this meeting, together with any changes therein or additions thereto deemed advisable by the Authorized Official. Under Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement is hereby deemed final and the Authorized Official is hereby authorized and directed to provide written certification thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Official, in consultation with the Underwriter and Bond Counsel, and such information permitted to be excluded from the preliminary Official Statement under the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. Section 4. Prior Actions. All actions heretofore taken by the Authorized Officials and other appropriate officers and agents of the City for the Bonds) are hereby ratified, confirmed and approved. Section 5. Effective. This Resolution shall take effect from and after its adoption. PASSED AND ADOPTED this 16th day of September, 2000 by the following vote: AYES: COUNCILMEMBERS: PINHEIRO, SUDOL, VELASCO, SPRINGER NOES: COUNCILMEMBERS: P. ARELLANO and MORALES ABSENT: COUNCILMEMBERS: G. ARELLANO APPROVED: A~ 2 ~UYcL'lL~ Rhonda Pellin, City Clerk RESOLUTION NO. 2000-70 -3- , . . . I, RHONDA PELLIN, City Clerk of the City of Gilroy, do hereby certify that the attached Resolution No. 2000-70 is an original resolution, duly adopted by the Council of the City of Gilroy at a regular meeting of said Council held on the 16th day of October, 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 19th day of October, 2000, ~ /; ~ tJ--:::../ ./ A ~. City C erk of the City ofGi1roy (Seal)