Resolution 2010-26
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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
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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
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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:
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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)