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GPFFA Resolution 2009-01 RESOLUTION NO. 2009-01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE GILROY PUBLIC FACILITIES FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF NOTES IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $55,000,000 TO REFUND OUTSTANDING AUCTION RATE SECURITIES AND FINANCE CAPITAL IMPROVEMENTS, AND APPROVING RELATED FINANCING DOCUMENTS AND OFFICIAL ACTIONS WHEREAS, the Gilroy Public Facilities Financing Authority (the "Authority") has been formed under a Joint Exercise of Powers Agreement dated as of March 21, 1994, between the City of Gilroy (the "City") and the Community Redevelopment Agency of the City of Gilroy, and is authorized thereunder to finance the acquisition and construction of public capital improvements for its members; and WHEREAS, in order to provide financing for the construction of a police station, fire station, corporation yard and playfield sports complex, the Authority and 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, interest represented by the 2003 Certificates is computed at an auction rate, and the City and the Authority wish to refund the 2003 Certificates at this time for the purpose of converting the interest rate on the 2003 Certificates from an auction rate to a fixed rate for a short-term period; and WHEREAS, to that end, the Authority proposes to issue and sell its Gilroy Public Facilities Financing Authority 2009 Lease Revenue Notes (City of Gilroy Refunding and Capital Improvement Project) in the aggregate principal amount of not to exceed $55,000,000 (the "Notes"), for the purpose of providing funds to refund the 2003 Certificates and for the purpose of financing the City's contribution to the cost of certain educational facilities of the Gilroy Unified School District (the "District Projects"); and WHEREAS, the Notes, and any bonds, notes or other obligations issued by the City to refund the Notes, will be secured by revenues consisting primarily of lease payments to be made by the City under a First Amended and Restated Lease Agreement between the Authority as lessor and the City as lessee, which amends and restates the original financing lease relating to the 2003 Certificates; and WHEREAS, the Board of Directors of the Authority has reviewed said proceedings and wishes at this time to approve all documentation and actions relative to the issuance and sale of the Notes, in furtherance of the public purposes of the Authority; RESOLUTION NO. 2009-01 (GPFFA) 2 NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Directors of the Gilroy Public Facilities Financing Authority as follows: Section 1. Issuance of Notes; Approval of Trust Agreement. The Board of Directors hereby authorizes the issuance of the Notes in the aggregate principal amount of not to exceed $55,000,000 for the purpose of providing funds to refund the 2003 Certificates and to finance the City's portion of the District Projects. The Notes shall be issued under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the California Government Code, commencing with Section 6584 of said Code, and under the terms and provisions of the Trust Agreement which is hereinafter approved. Section 2. Approval of Financing Agreements. The Board of Directors hereby approves each of the following agreements required to implement the issuance and sale of the Notes, in substantially the respective forms on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director (including but not limited to changes and additions required to implement the City Council's direction as set forth in Section 3), and the execution thereof by an authorized officer of the Authority shall be conclusive evidence of the approval of any such changes or additions: . Trust Agreement between the Authority and Union Bank, N.A., as trustee (the "Trustee"), prescribing the terms and conditions upon which the Notes are issued. . First Amended and Restated Site Lease between the City as lessor and the Authority as lessee, amending and restating the site and facilities lease relating to the 2003 Certificates. . First Amended and Restated Lease Agreement between the Authority as lessor and the City as lessee, amending and restating the financing lease relating to the 2003 Certificates, under which the City agrees to pay periodic rental payments which are sufficient in time and amount to provide a source of revenues to pay interest on the Notes and the debt service coming due and payable on any bonds, notes or other obligations issued by the Authority to refund the Notes. . Assignment Agreement between the Authority and the Trustee, under which the Authority assigns to the Trustee certain of its rights under the First Amended and Restated Lease Agreement for the security of the Notes. . Irrevocable Refunding Instructions given by the Authority and the City to Union Bank, N.A., as trustee for the 2003 Certificates, relating to the establishment and administration of funds to refund the 2003 Certificates. Resolution No. 2009-01 (GPFF A) 3 The Chairman or the Executive Director are each hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of each of the foregoing agreements. The Board of Directors hereby authorizes the delivery and performance of each of the foregoing agreements. Section 3. Direction Regarding Financing Structure. The Notes may be issued in one or more series maturing at different times, as directed by the City Council of the City in accordance with the resolution adopted by the City Council approving the issuance and sale of the Notes and the financing agreements to which the City is a party. At the direction of the City Council, the Notes (or any series thereof) may be issued as long-term bonds the principal of which is fully amortized through the final maturity of such bonds. Section 4. Sale of Notes. The Board of Directors hereby approves the sale of the Notes by negotiation with E. J. De La Rosa & Co., Inc. (the "Underwriter"). The Notes shall be sold to the Underwriter under a Note Purchase Agreement among the Authority, the City and the Underwriter in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director or the Treasurer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. The rate of interest on the Notes shall not exceed 6.00% and the Underwriter's discount shall not exceed 1.50% of the principal amount of the Notes. The Executive Director or the Treasurer are hereby authorized to accept a bid from the Underwriter to purchase the Notes, and to execute the Note Purchase Agreement on behalf of the Authority. Section 5. Official Statement. The Board of Directors hereby approves, and deems nearly fmal within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official Statement describing the Notes in the form on file with the Secretary. The Executive Director is hereby authorized, at the request of the Underwriter, to execute an appropriate certificate affirming the Board of Directors' determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. The Executive Director is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the Executive Director shall be conclusive evidence of approval of any such changes and additions. The Board of Directors hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the Authority by the Executive Director. Section 6. Engagement of Professional Services. The firm of Northcross, Hill & Ach, Inc. is hereby retained as financial advisor to the Authority, and the firm of Jones Hall, A Professional Law Corporation, is hereby retained as bond counsel and disclosure counsel to the Authority, in connection with the issuance and sale of the Notes. The Executive Director is hereby authorized and directed on behalf of the Authority to execute an agreement with each of said firms, in the respective forms on file with the Treasurer. Resolution No. 2009-01 (GPFFA) 4 Section 7. Official Actions. The Chairman, the Executive Director, the Treasurer, the Secretary and any 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 issuance and sale of the Notes 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 8. Effective Date. This resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED at a special meeting of the Board of Directors of the Gilroy Public Facilities Financing Authority this 3rd day of August, 2009, by the following vote: AYES: BOARDMEMBERS: BRACCO, DaLON, TUCKER WOODWARD and PINHEIRO NOES: BOARDMEMBERS: ARELLANO, GARTMAN ABSENT: BOARDMEMBERS: NONE APPROVED: ~~ Albert Pinheiro, Chairperson Resolution No. 2009-01 (GPFFA) I, SHA WNA FREELS, Secretary of the Gilroy Public Facilities Financing Authority, do hereby certify that the attached Resolution No. 2009-01 is an original resolution, or true and correct copy of a authority resolution, duly adopted by the Board of the Gilroy Public Facilities Financing Authority at a special meeting of said Board held on the 3rd day of August, 2009, 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 18th day of August, 2009. . awna Freels, C Secretary, Public Facilities Financing Authority (Seal)