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GPFFA Resolution 2010-01 1 RESOLUTION NO. 2010-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE GILROY PUBLIC FACILITIES FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF REFUNDING BOND ANTICIPATION NOTES IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $24,000,000 TO REFINANCE OUTSTANDING 2009 BOND ANTICIPATION NOTES, AND APPROVING RELATED FINANCING DOCUMENTS AND OFFICIAL ACTIONS WHEREAS, in order to provide financing 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 Board of Directors of the Authority wishes at this time to authorize the issuance and sale of the Notes and to approve related fmancing documents and official actions; RESOLUTION NO. 2010-01 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 $24,000,000 for the purpose of providing funds to pay a portion of the principal of the 2009 Notes coming due and payable at maturity on September 1, 2010. The Notes shall be issued under the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 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, whose execution thereof 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. . Escrow Deposit and Trust Agreement between the Authority Union Bank, N.A., as trustee for the 2009 Notes and as escrow agent, relating to the establishment and administration of funds to pay and discharge the 2009 Notes in full. The Executive Director is 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. 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 City, the Authority 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 4.00% and the Underwriter's discount shall not exceed 0.50% 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. RESOLUTION NO. 2010-01 3 Section 4. Official Statement. The Board of Directors 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 in the form on file with the Secretary. The Board of Directors 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 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 5. Engagement of Professional Services. The firm of North cross, Hill & Ach, Inc. is hereby retained as fmancial advisor 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 said firm in the form on file with the Treasurer. Section 6. 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, 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 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. RESOLUTION NO. 2010-01 4 Section 7. 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 14th day of June, 2010, by the following vote: AYES: BOARDMEMBERS: ARELLANO, BRACCO, DILLON, TUCKER, WOODWARD and PINHEIRO NOES: BOARDMEMBERS: GARTMAN ABSENT: BOARDMEMBERS: NONE APPROVED: ~- Al Pinheiro, Chairman Gilroy Public Facilities Financing Authority ATTEST: RESOLUTION NO. 2010-01 I, SHA WNA FREELS, Secretary of the Gilroy Public Facilities Financing Authority, do hereby certify that the attached Resolution No. 2010-01 is an original resolution, or true and correct copy of a city resolution, duly adopted by the Board of Directors of the Gilroy Public Facilities Financing Authority at a special meeting of said Board held on the 14th 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. S wna Freels, C Secretary of the Gilroy Public Facilities Financing Authority (Seal)