Resolution 2000-80
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RESOLUTION NO. 2000-80
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF GILROY APPROVING FINAL FORM OF
FINANCING DOCUMENTS AND AUTHORIZING SALE
OF BONDS FOR BONF ANTE GARDENS THEME PARK
WHEREAS, the City Council has previously adopted its Ordinance No. 2000-6 on
July 10, 2000, enacting the Nonprofit Corporation Project Financing Law of the City of
Gilroy (the "Bond Law"), and pursuant to the Bond Law and Resolution No. 2000-53
adopted August 7, 2000, the City has previously 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"); and
WHEREAS, the City Council has previously adopted its Resolution No. 2000-70
on October 16,2000, approving the financing documents relating to the Bonds and
authorizing the sale of the Bonds in the aggregate principal amount of not to exceed
$45,000,000; and
WHEREAS, the Corporation has requested the City to approve the financing
documents required to issue the Bonds in two series, consisting of a senior lien issue and a
subordinate lien issue, and to authorize the sale of the senior lien issue of bonds through a
public offering to be conducted by an underwriting firm;
NOW, THEREFORE, BE IT RESOLVED by the City of Gi1roy, as follows:
Section I, Authorities Granted. The City Council hereby approves the following
documents in substantially the respective forms on file with the Director of Administrative
Services, together with any changes thereto as may be approved by the Director of
Administrative Services, together with any changes thereto as may be approved by the
Director of Administrative Services:
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(a) Senior Lien Loan Agreement between the City and the Corporation, under which
the City makes a loan to the Corporation from the proceeds of the senior lien issue
of Bonds and the Corporation agrees to make periodic loan repayments which are
secured by a deed of trust on the Project and a first lien on the revenues from the
Project;
(b) Subordinate Lien Loan Agreement between the City and the Corporation, under
which the City makes a loan to the Corporation from the proceeds of the
subordinate lien issue of Bonds and the Corporation agrees to make periodic loan
repayments which are unsecured;
(c) Senior Lien Bond Trust Indenture between the City and BNY Western Trust
Company, as trustee, authorizing the issuance of the senior lien issue of Bonds;
RESOLUTION NO. 2000-80
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(d) Subordinate Lien Bond Trust Indenture between the City and BNY Western Trust
Company, as trustee, authorizing the issuance ofthe subordinate lien issue of
Bonds; and
(e) Preliminary Official Statement describing the senior lien issue of Bonds.
The Mayor is authorized to execute, and the City Clerk is authorized to attest and
affix the seal of the City to, each of the foregoing documents in the name and on behalf of
the City.
Section 2. Sale of Bonds. The City Council authorizes the senior lien issue of the
Bonds to be sold through a public offering by the underwriting firm of O'Connor &
Company Securities; provided that if such underwriting firm is unable to sell the senior lien
issue of Bonds on terms which are acceptable to the Corporation, then the City Council
authorizes the Director of Administrative Services to designate another underwriting firm
to perform in that capacity, upon consultation withNorthcross, Hill & Ash, LLC, as
financial adviser to the City. The subordinate lien issue of Bonds shall be sold to
accredited investors on a private placement basis, and shall not offered for sale publicly.
Section 3, Prior Actions. Resolution No. 2000-53 adopted August 7, 2000, and
Resolution No, 2000-70 adopted on October 16, 2000, shall remain in full force and
effect, except to the extent any of the provisions thereof are inconsistent with the
provisions of this Resolution.
Section 4. Effective Date. This Resolution shall take effect from and after its
adoption.
PASSED AND ADOPTED this 4th day of December, 2000 by the following vote:
AYES:
COUNCILMEMBERS: PINHEIRO, SUDOL, VELASCO and
SPRINGER
NOES:
COUNCILMEMBERS: P. ARELLANO and MORALES
ABSENT:
COUNCILMEMBERS: G,ARELLANO
APPROVED:
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Thomas W, Springer, Ma r
AT~STi tf2
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Rhonda Pellin, City Clerk
RESOLUTION NO. 2000-80
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I, RHONDA PELLIN, City Clerk ofthe City of Gilroy, do hereby certify that the attached
Resolution No. 2000-80 is an original resolution, duly adopted by the Council ofthe City of
Gilroy at a regular meeting of said Council held on the 4th day of December, 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 5th day of December, 2000.
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City Clerk of the City of Gilroy
(Seal)