Resolution 2002-76
RESOLUTION NO. 2002-76
A RESOLUTION APPROVING AND AUTHORIZING THE
AMENDMENT OF CERTAIN SUBORDINATE LIEN BONDS
ffiSUEDFORTHEBONFANTEGARDENSPROmCTAND
DIRECTING ACTIONS WITH RESPECT THERETO
WHEREAS, City is chartered city under the Constitution and laws of the State of
California, and as such the City Council by its Ordinance No. 2000-6, adopted July 10, 2000,
enacted the Nonprofit Corporation Project Financing Law of the City of Gilroy (the "Bond
Law"); and
WHEREAS, by its Resolution No. 2000-53 adopted August 7, 2000, and its Resolution
No. 2000-70 adopted October 16, 2000, the City Council has authorized the issuance and sale of
revenue bonds under the Bond Law, including a series of bonds designated the Subordinate
Lien Project Revenue Bonds (Bonfante Gardens Theme Park Project), Series 2000, in an
aggregate principal amount of $9,800,000 (the "Subordinate Bonds"), to assist in the financing
of the Bonfante Gardens Theme Park, which revenue bonds are paid solely from the revenues
of the Bonfante Gardens Project and from the Bonfante Gardens, Inc., a Delaware non-profit
corporation; and
WHEREAS, Michael A. Bonfante and Claudia Bonfante, as the registered owners of
three of the Subordinate Bonds, have requested an amendment to the Subordinate Bonds
owned by them for the purpose of converting the payment of interest on their Subordinate
Bonds from a current basis to a compounding basis through May 1, 2012, from which date
interest would commence to be payable on a current basis; and
WHEREAS, under Section 9.04 of the Subordinate Lien Bond Trust Indenture dated as
of December 1, 2000 (the "Subordinate Bond Indenture"), between the City and BNY Western
Trust Company, as trustee, the City is authorized to enter into amendments of particular
Subordinate Bonds with the owners thereof; and
WHEREAS, the City wishes at this time to approve the amendments requested by the
Subordinate Bond Owners to the particular Subordinate Bonds owned by them;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Gilroy as
follows:
Section 1. Amendment of Subordinate Bonds. The City Council hereby consents to the
amendment of Subordinate Bonds numbered R-1 in the aggregate principal amount of
$7,500,000, R-8 in the aggregate principal amount of $600,000, and R-9 in the aggregate
principal amount of $600,000 (collectively, the "Affected Subordinate Bonds"). The Affected
Subordinate Bonds shall be amended to provide that interest thereon compounds on each
interest payment date at the rate stated on the Affected Subordinate Bonds through May 1,
2012, following which date interest will be payable on a current interest payment basis
RESOLUTION NO. 2002-76
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commencing November 1, 2012, and continuing until the final maturity date of the Affected
Subordinate Bonds.
Section 2. Exchange of Subordinate Bonds. The Director of Administrative Services is
hereby authorized and directed to cause to be prepared by Jones HalL A Professional Law
Corporation, as bond counsel to the City ("Bond Counsel") new Subordinate Bonds evidencing
the amendments made under Section 1, and to deliver such new Subordinate Bonds to the
registered owners of the Affected Subordinate Bonds upon surrender of the Affected
Subordinate Bonds for cancellation.
Section 3. Amendment of Subordinate Bond Indenture. The City Council hereby
approves the Agreement to Amend Subordinate Bonds among the City, the Trustee and the
owners of the Affected Subordinate Bonds, which (among other things) amends the
Subordinate Bond Indenture for the purpose of reflecting the amendments which are hereby
authorized to the Affected Subordinate Bonds, in substantially the form of prepared by Bond
Counsel and on me with the City Clerk. The City Administrator and the Director of
Administrative Services are hereby each individually authorized to approve any changes to
that agreement and to execute the final form thereof in the name and on behalf of the City.
Section 4. Authorized Actions. The Mayor, the City Administrator, the Director of
Administrative Services, the City Clerk and any and all other officers of the City are hereby
authorized and directed, for and in the name and on behalf of the City, to do any and all things
and take any and all actions, including execution and delivery of any and all assignments,
certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants
and other documents, which they, or any of them, may deem necessary or advisable in order to
consummate any of the transactions contemplated by this resolution. Whenever in this
resolution any action is authorized to be taken by an officer of the City and such officer is
absent or unavailable, such action may be taken on behalf of the City by any designee of such
officer.
Section 5. Effective Date. This Resolution shall take effect from and after its adoption.
PASSED AND ADOPTED this 21st day of October, 2002 by the following vote:
AYES:
COUNCILMEMBERS: DILLON, GARTMAN, MORALES,
PINHEIRO, and SPRINGER
COUNCILMEMBERS: ARELLANO
NOES:
ABSENT:
COUNCILMEMBERS: VELASCO
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Rhonda Pellin, City Clerk
APPROVED:
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Thomas W. Springer yor-'-
RESOLUTION NO. 2002-76
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I, RHONDA PELLIN, City Clerk of the City of Gilroy, do hereby certifY that the attached
Resolution No. 2002-76 is an original resolution, duly adopted by the Council of the City of
Gilroy at a regular meeting of said Council held on the 21 st day of October, 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 23rd day of October, 2002,
~ftWl~~
City Clerk of the City of Gilroy
(Seal)