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GPFFA Resolution 2019-02RESOLUTION NO. PFFA 2019-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE GILROY PUBLIC FACILITIES FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $17,000,000 OF GILROY PUBLIC FACILITIES FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS, SERIES 2020A; APPROVING THE EXECUTION AND DELIVERY OF VARIOUS RELATED DOCUMENTS IN CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS; AND AUTHORIZING THE TAKING OF CERTAIN OTHER MATTERS RELATED THERETO WHEREAS, the Gilroy Public Facilities Financing Authority (the "Authority") was established for the purpose, among others, of providing for the financing and refinancing of public capital improvements for the City of Gilroy (the "City"); and WHEREAS, the Authority has previously issued its Gilroy Public Facilities Financing Authority Refunding Lease Revenue Bonds, Series 2010, in the aggregate principal amount of $24,475,000 (the "Series 2010 Bonds"); and WHEREAS, the Authority and the City have determined, that it is necessary and desirable in order to refund the Series 2010 Bonds to authorize the issuance, sale and delivery of the Gilroy Public Facilities Financing Authority Lease Revenue Refunding Bonds, Series 2020A (the "Series 2020A Bonds") in the aggregate principal amount of not to exceed 17,000,000; and WHEREAS, in connection with the issuance of the Series 2020A Bonds, the Authority desires to approve the form and distribution of a preliminary official statement (the "Preliminary Official Statement"); and WHEREAS, the Authority also desires to approve in connection with the sale of the Series 2020A Bonds, the form of a Forward Delivery Bond Purchase Agreement (the "Forward Agreement"), among the Authority, the City and Hilltop Securities Inc. (the "Underwriter"); and WHEREAS, there have been presented to this meeting the proposed forms of the following documents: RESOLUTION NO. PFFA 2019-02 (a) the Indenture, dated as of August 1, 2020 (the "Indenture"), among the Authority, the City and MUFG Union Bank, N.A., as trustee (the "Trustee"); (b) the Third Amendment to Lease Agreement, dated as of August 1, 2020 (the "Third Amendment") between the City and the Authority; (c) the Preliminary Official Statement; and (d) the Forward Agreement. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE GILROY PUBLIC FACILITIES FINANCING AUTHORITY AS FOLLOWS: SECTION 1. Approval of Issuance of Series 2020A Bonds by the Authority. The issuance of the Series 2020A Bonds by the Authority on the terms and conditions set forth in, and subject to the limitations specified in the Indenture and this Resolution, is hereby approved; provided, however, that (i) the aggregate principal amount of Series 2020A Bonds shall not exceed $17,000,000, (ii) the maturity of the Series 2020A Bonds shall not exceed November 1, 2033 and (iii) there shall be present value savings with respect to the refunding of the Series 2010 Bonds of at least 3% of the principal amount of the Series 2010 Bonds using the yield on the Series 2020A Bonds as the discount rate. SECTION 2. Approval of Indenture. The form of Indenture presented at this meeting is hereby approved and the Chairman, the Vice -Chairman, the Executive Director, the Treasurer, the Secretary of the Authority (each an "Authorized Officer") are hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute, acknowledge and deliver the Indenture in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The City Administrator of the City shall serve as the Executive Director of the Authority. SECTION 3. Approval of Third Amendment. The form of Third Amendment presented at this meeting is hereby approved and each Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute, acknowledge and deliver the Third Amendment in substantially the form presented at this meeting with such changes therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Approval of Forward Agreement. The Authority is hereby authorized to enter into the Forward Agreement and each Authorized Officer is hereby authorized and directed to execute and deliver the Forward Agreement on behalf of the Authority, in substantially the form presented to this meeting, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve in consultation -2- RESOLUTION NO. PFFA 2019-02 with the Authority's financial and legal consultants, which approval shall be conclusively evidenced by the execution and delivery thereof, provided, that the underwriting discount payable pursuant to the Forward Agreement shall not exceed 0.65% of the principal amount of the Series 2020A Bonds. SECTION 5. Approval of Official Statement. The Preliminary Official Statement is hereby approved and the same may be used and is hereby authorized to be used and distributed in the market by the Underwriter incident to the marketing of the Series 2020A Bonds. Each Authorized Officer is hereby authorized to (a) make such changes in such form of the Preliminary Official Statement as such officer, in consultation with the Authority's financial and legal consultants and the Underwriter, shall determine to be appropriate, and (b) on behalf of the Authority, to deem such Preliminary Official Statement "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). Each Authorized Officer is authorized and directed to prepare a final Official Statement, with such additional information as may be permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, which final Official Statement shall be executed and delivered in the name and on behalf of the Authority by an Authorized Officer, and such Authorized Officer is authorized and directed to prepare, execute and deliver in the name and on behalf of the Authority any supplemental filings related to such final Official Statement, including any supplemental filings required in connection with the delivery of the Series 2020A Bonds. SECTION 6. SB 450 and SB 1029 Representation. The Authority adopts and approves the Good Faith Estimates required by Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California Legislature) ("SB 450") and obtained by the City from the Underwriter and the Municipal Advisor. The Authority confirms, that to the extent applicable, it adopts the City's stated debt management policies required by Senate Bill 1029 ("SB 1029"), and further represents that it is in compliance with the applicable SB 1029 pre -issuance requirements and that it expects to comply with all post -issuance requirements of SB 1029 applicable to the Series 2020A Bonds. SECTION 7. Other Acts. The officers and staff of the Authority are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with Authority Counsel and with Nixon Peaobdy LLP, the Authority's bond counsel, they may deem necessary or advisable in order to effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. Any one of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the Authority, to evaluate and select one or more municipal bond insurers for all or any portion of the Series 2020A Bonds and to execute and deliver such contracts and agreements with such bond insurers as may be approved by the Authorized Officer executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by such execution and delivery. SECTION 8. Effective Date. This Resolution shall take effect upon adoption. PASSED AND ADOPTED this 4"' day of November 2019 by the following roll call vote: -3- RESOLUTION NO. PFFA 2019-02 AYES: NOES: ABSENT: BOARDMEMBERS: BOARDMEMBERS: BOARDMEMBERS: A TEST: Sha reels, Boecretary� -4- BLANKLEY, BRACCO, MUNOZ, MARQUES, TUCKER and VELASCO NONE NONE LEROE- TOVAR, Koland V elasco, Board Chairperson RESOLUTION NO. PFFA 2019-02 I, SHAWNA FREELS, Secretary of the Gilroy Public Facilities Financing Authority, do hereby certify that the attached Resolution No. PFFA 2019-02 is an original resolution, or true and correct copy of a city Resolution, duly adopted by the Board of the Gilroy Public Facilities Financing Authority at a meeting of said Board held on the 0 day of November, 2019, 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 51h day of November, 2019. I� \I Sha a Freels, MMC Secretary of the Gilroy Public Facilities Financing Authority (Seal)