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GPFFA and City Resolution 2008-46 RESOLUTION NO. 2008-46 RESOLUTION OF THE BOARD OF DIRECTORS OF THE GILROY PUBLIC FACILITIES FINANCING AUTHORITY APPROVING AMENDMENT TO TRUST AGREEMENT RELATING TO 2003 AUCTION RATE CERTIFICATES OF P ARTICIP A TION WHEREAS, in order to provide financing for the construction of public buildings, including a police station, a fire station, a corporation yard, and a playfield sports complex, the City of Gilroy (the "City") and the Gilroy Public Facilities Financing Authority (the "Authority") 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, the 2003 Certificates have been executed and delivered under a Trust Agreement dated as of July 1,2003 (the "2003 Trust Agreement"), among the City, the Authority and Union Bank of California, N.A., as trustee; and WHEREAS, due to current conditions in the municipal bond market, the City has determined that it is in its best interests at this time to acquire the 2003 Certificates in order to remove the 2003 Certificates from the marketplace in anticipation of a possible future conversion of the interest rate on the 2003 Certificates to a fixed or variable rate; and WHEREAS, Section 5925 of the California Government Code provides that the purchase of the 2003 Certificates by the City will not extinguish the obligations represented thereby and IRS Notice 2008-88 provides that the purchase of the 2003 Certificates by the City will not result in a reissuance or retirement of the 2003 Certificates for federal tax purposes; and WHEREAS, the Board of Directors of the Authority wishes at this time to approve certain amendments to the 2003 Trust Agreement in order to enable the City to purchase the 2003 Certificates in accordance with the procedures set forth therein; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Directors of the Gilroy Public Facilities Financing Authority as follows: Section 1. Amendment of Trust Agreement. The Board of Directors hereby approves the First Amendment to Trust Agreement in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director, whose execution thereof shall be conclusive evidence of such approval. The Executive Director is hereby authorized and directed for and in the name RESOLUTION NO. 2008-46 and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of the First Amendment to Trust Agreement. Section 2. Official Actions. The Chairman, the Executive Director, the Treasurer, the Secretary and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, 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 the purchase of the 2003 Certificates, the amendment of the 2003 Trust Agreement and all transactions relating thereto. Whenever in this resolution any officer of the Authority 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. Section 3. Effective Date. This resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Gilroy Public Facilities Financing Authority this 20th day of October, 2008 by the following vote: AYES: COUNCILMEMBERS: ARELLANO, BRACCO, DILLON, GARTMAN, TUCKER and PINHEIRO NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: WOODWARD APPROVED: ,~ ~. Pinheiro, Chairman Gilroy Public Facilities Financing Authority A TTESf; /) !! RESOLUTION NO. 2008-46 2 I, SHA WNA FREELS, City Clerk of the City of Gilroy, do hereby certify that the attached Resolution No. 2008-46 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 regular meeting of said Council held on the 20th day of October, 2008, at which meeting a quorum was present. IN WIlNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of the City of Gilroy this 21 st day of October, 2008. . ' cjJ r,,/. Jz (J ; tfJ} W ~reeIS' C~ City Clerk of the City of Gilroy (Seal)