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Resolution 2002-52 RESOLUTION NO. 2002-52 A RESOLUTION SUPPLEMENTING RESOLUTION NO. 2000-91, " A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS, AND APPROVING AND AUTHORIZING RELATED DOCUMENTS AND ACTIONS" CITY OF GILROY Community Facilities District No. 2000-1 (Highway 152) RESOLVED, by the City Council (the "Council") of the City of Gilroy (the "City"), County of Santa Oara, State of California, that: WHEREAS, this Council has conducted proceedings under and pursuant to Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311 of the California Government Code (the" Act"), to form Community Facilities District No. 2000-1 (Highway 152) (the "CFD"), and, for the CFD authorized the levy of special taxes upon the land within the CFD, and to issue bonds secured by such special taxes the proceeds of which were used to finance certain public facilities (the "Facilities"), all as described in those proceedings; WHEREAS, this Council, on December 18, 2000, adopted its Resolution No. 2000-91, " A Resolution Authorizing the Issuance of Special Tax Bonds, and Approving and Authorizing Related Documents and Actions," (the "2000 Resolution") in which the City provided general authority for the issuance of special tax bonds in a total principal amount of not to exceed $35,000,000 in such series and in such amounts and such terms as may be further prescribed by this Council; WHEREAS, this Council now wishes to provide for the issuance of the first series of such bonds in an aggregate principal amount of not to exceed $7,500,000 for the construction and! or acquisition of a portion of the Facilities and, by this resolution, will supplement the 2000 Resolution; 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 special tax bonds and the levy of the special taxes 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. Bonds Authorized. The bonds of the City for the CFD designated "City of Gilroy, Community Facilities District No. 2000-1 (Highway 152), Special Tax Bonds, Series 2002," (the "Bonds") in an aggregate principal amount not to exceed $7,500,000 are hereby authorized to be issued. The Bonds are issued under the authority of the Act (as it may be supplemented under the charter of the City), the 2000 Resolution, the provisions of which are RESOLUTION NO. 2002-52 -1- hereby incorporated by reference in this resolution, this resolution and the Fiscal Agent Agreement (as hereafter defined). The Bonds shall be issued in such series, in principal amounts and 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 the Fiscal Agent Agreement. Section 2. Conditions. Each of the Authorized Officers (as defined in the 2000 Resolution) are hereby separately authorized and directed to execute and deliver the documents and instruments herein specified in substantially the forms on file with the City Clerk, with such additions thereto or changes therein as are approved by the Authorized Officer upon consultation with City's bond counsel, 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 $7,500,000; (b) result in an average interest rate on the Bonds in excess of 7% per annum or such greater amount permitted by applicable law at the time of the sale of the Bonds; (c) or result in an underwriter's discount in excess of 2% of the aggregate principal amount of the Bonds; (d) or a maturity of the Bonds in excess of 25 years. 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. 3. Fiscal Agent Agreement. The proposed form of Fiscal Agent Agreement, by and between the City and Union Bank of California N.A., as fiscal agent, (the "Fiscal Agent Agreement") with respect to the Bonds, in substantially the form on file with the City, is hereby approved. The Authorized Officer is hereby authorized and directed to cause the same to be conformed to the executed Bond Purchase Agreement (defined below) and to be completed and executed on behalf of the City, subject to Section 2 above. 4. Official Statement. The Council hereby approves the Preliminary Official Statement describing the Bonds, in substantially the form on file with the City, together with any changes therein or additions thereto deemed advisable by the Authorized Officer. Pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement is hereby deemed final and the Authorized Officer 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 Officer, in consultation with 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. 5. Bond Purchase Agreement. The proposed form of Bond Purchase Agreement between the City and the underwriter named therein (the "Underwriter"), substantially in the form on file with the City, is hereby approved and the Authorized Officer is hereby authorized and directed to execute and deliver the Bond Purchase Agreement for and on behalf of the City, with any changes, insertions and deletions as may be approved by the Authorized Officer in consultation with the Underwriter, its counsel and Bond Counsel, subject to the conditions set forth in Section 2 above. It is hereby determined that the sale of the Bonds to the Underwriter by negotiated sale will result in a lower, overall interest cost. RESOLUTION NO. 2002-52 -2- 6. Bonds Prepared and Delivered. Upon the execution of the Bond Purchase Agreement, the Bonds shall be prepared, authenticated and delivered, all in accordance with the applicable terms of the Fiscal Agent Agreement and the Bond Purchase Agreement and each Authorized Officer and other responsible City officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Agreement and the Fiscal Agent Agreement to complete all actions required to evidence and complete the delivery of the Bonds upon the receipt of the purchase price thereof from the Underwriter. 7. Actions. All actions heretofore taken by the Authorized Officers and other City officers, consultants and agents for the establishment of the Reassessment District and the sale and issuance of the Bonds, including, but not limited to, the distribution of draft sales documents, are hereby approved, confirmed and ratified, and the proper 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, contracts, 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, the Fiscal Agent Agreement, the Bond Purchase Agreement and any certificate, agreement, contract, and other document described in the documents herein approved. 8. Effective Date. This resolution shall take effect upon the date of its adoption. PASSED AND ADOPTED this 1st day of July, 2002 by the following vote: AYES: COUNCILMEMBERS: ARELLANO, DILLON, GARTMAN, MORALES, VELASCO, and SPRINGER NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: PINHEIRO APPROVED: Thomas W. Sp . k e~--VL...- Rhon a Pellin, City Oerk RESOLUTION NO. 2002-52 -3- AV~' I, RHONDA PELLIN, City Clerk of the City of Gilroy, do hereby certify that the attached Resolution No. 2002-52 is an original resolution, duly adopted by the Council of the City of Gilroy at a regular meeting of said Council held on the 1 st day of July, 2002, 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 July, 2002. (Seal)