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Resolution 2010-26 1 RESOLUTION NO. 2010-26 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GILROY APPROVING THE ISSUANCE AND SALE OF NOTES AND BONDS BY THE GILROY PUBLIC FACILITIES FINANCING AUTHORITY TO REFINANCE OUTSTANDING 2009 BOND ANTICIPATION NOTES, AND APPROVING RELATED FINANCING DOCUMENTS AND OFFICIAL ACTIONS WHEREAS, in order to provide fmancing for the construction of a police station, a fire station, a corporation yard and a playfield sports complex, the Gilroy Public Facilities Financing Authority (the "Authority") and the City of Gilroy (the "City") have previously authorized the execution and delivery of Certificates of Participation (City of Gilroy - Public Buildings Project) Series 2003 (Auction Rate) in the aggregate principal amount of $45,900,000 (the "2003 Certificates"); and WHEREAS, in order to refinance the 2003 Certificates and provide funds needed to contribute to the costs of certain public school facilities of the Gilroy Unified School District, the Authority has previously issued its Gilroy Public Facilities Financing Authority Bond Anticipation Notes, Series 2009 (City of Gilroy Refunding and Capital Improvement Project) in the aggregate principal amount of $46,370,000 (the "2009 Notes"); and WHEREAS, the 2009 Notes mature on September 1, 2010, and in order to provide funds to pay the principal of the 2009 Notes at maturity, the Authority has determined to authorize the issuance of its Gilroy Public Facilities Financing Authority Refunding Bond Anticipation Notes, Series 2010 in the aggregate principal amount of not to exceed $24,000,000 (the "Notes"), and its Gilroy Public Facilities Financing Authority Refunding Lease Revenue Bonds, Series 2010 in the aggregate principal amount of not to exceed $26,000,000 (the "Bonds"); and WHEREAS, the Notes and the Bonds will be secured by a pledge of and lien on revenues consisting primarily of lease payments to be made by the City under a First Amended and Restated Lease Agreement dated as of August 1, 2009 (the "Lease Agreement"), which has previously been entered into between the Authority as lessor and the City as lessee; and WHEREAS, the City Council wishes at this time to approve the issuance and sale of the Notes and the Bonds by the Authority and to approve related financing documents and official actions; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City Council ofthe City of Gilroy as follows: RESOLUTION NO. 2010-26 2 Section 1. Issuance of Notes and Bonds. The City Council hereby approves the issuance and sale of the Notes and the Bonds by the Authority for the purpose of providing funds to pay the principal of the 2009 Notes coming due and payable at maturity on September 1, 2010. The Notes and the Bonds shall be issued in accordance with resolutions adopted by the Board of Directors ofthe Authority for that purpose. Section 2. Sale of Notes and Bonds. The City Council hereby approves the negotiated sale of the Notes and the Bonds by Authority to E. J. De La Rosa & Co., Inc. (the "Underwriter"). The Notes shall be sold by the Authority to the Underwriter under a Note Purchase Agreement among the City, the Authority and the Underwriter in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Administrator or the Finance Director, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. The Bonds shall be sold by the Authority to the Underwriter under a Bond Purchase Agreement among the City, the Authority and the Underwriter in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the City Administrator or the Finance Director, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. The Notes and the Bonds shall be sold in accordance with resolutions adopted by the Board of Directors of the Authority for that purpose. Section 3. Official Statements. The City Council hereby approves, and deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official Statement describing the Notes and the Preliminary Official Statement describing the Bonds, in the respective forms on file with the City Clerk. The City Administrator is hereby authorized, at the request of the Underwriter, to execute an appropriate certificate affirming the City Council's determination that the Preliminary Official Statements have been deemed nearly final within the meaning of such Rule. The City Administrator is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statements, and the execution thereof by the City Administrator shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statements by the Underwriter. The final Official Statements shall be executed in the name and on behalf of the City by the City Administrator. Section 4. Official Actions. The Mayor, the City Administrator, the Finance Director, 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, including but not limited to any supplements or amendments to the Lease Agreement, which they, or any of them, may deem necessary or advisable in order to consummate the issuance and sale of the Notes and all transactions relating thereto. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in case such officer is absent or unavailable. RESOLUTION NO. 2010-26 3 Section 5. Effective Date. This resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED this 14th day of June, 2010, by the following vote: AYES: COUNCILMEMBERS: ARELLANO, BRACCO, DILLON, TUCKER, WOODWARD and PINHEIRO NOES: COUNCILMEMBERS: GARTMAN ABSENT: COUNCILMEMBERS: NONE APPROVED: ~- Albert Pinheiro, Mayor City of Gilroy Shawna Freels, Ci City of Gilroy RESOLUTION NO. 2010-26 I, SHA WNA FREELS, City Clerk of the City of Gilroy, do hereby certify that the attached Resolution No. 2010-26 is an original resolution, or true and correct copy of a city resolution, duly adopted by the Council of the City of Gilroy at a special meeting of said Council held on the14th day of June, 2010, 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 15th day of June, 2010. /' Shawna Freels, CMC City Clerk of the City of Gilroy (Seal)