RESOLUTION NO. 2026-10
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GONZALES
AUTHORIZING THE AMENDMENT TO THE INDENTURE IN CONNECTION WITH
THE GONZALES PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2024A, APPROVING THE EXECUTION AND DELIVERY OF SUCH
AMENDMENT AND AUTHORIZING THE EXECUTION OF NECESSARY
DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS
WHEREAS, the City of Gonzales (the “City”), a municipal corporation and general law city that is located in Monterey County, California, previously caused the Gonzales Public Financing Authority (the “Authority”) to issue its Lease Revenue Bonds, Series 2024A (the “2024 Bonds”) pursuant to an Indenture, dated as of June 1, 2024 (the “Indenture”), by and among the City, the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”); and
WHEREAS, the proceeds of the 2024 Bonds were used to finance certain capital improvements of the City, consisting primarily of a community center (the “Project”), on an interim basis, pending the closing of a financing (the “Long-Term Financing”) with the United States Department of Agriculture, Rural Development (“USDA”), for which USDA has made a funding commitment of $9,825,000; and
WHEREAS, pursuant to Section 4.01(b) of the Indenture, the 2024 Bonds are subject to mandatory redemption on May 1, 2026; and
WHEREAS, USDA has notified the City that it will not be prepared to close the LongTerm Financing by May 1, 2026; and WHEREAS, the City has determined that it would be in the best interests of the City and residents of the City to amend the Indenture in order to extend the mandatory redemption date from May 1, 2026 to June 1, 2027 and to extend the optional redemption date from November 1, 2025 to November 1, 2026 (the “Amendment”); and
WHEREAS, in order to effect the Amendment, the City and the Authority desire to enter into a First Amendment to Indenture (the “First Amendment to Indenture”) pursuant to which Section 4.01 of the Indenture and certain related provisions will be amended; and WHEREAS, the First Amendment to Indenture will only be effective for 2024 Bonds whose holders consent to the Amendment; and
WHEREAS, 2024 Bonds whose holders do not consent to the Amendment must be paid on the mandatory redemption date of May 1, 2026 pursuant to the Indenture; and WHEREAS, the City Council has been presented with the form of the First Amendment to Indenture, and the City Council has examined and approved the First Amendment to Indenture and desires to authorize and direct the execution thereof and the consummation of the Amendment effected thereby; and
WHEREAS, all acts, conditions and things that are required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the Amendment that are authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such Amendment for the purpose, in the manner and upon the terms herein provided.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Gonzales, as follows:
Section 1. Recitals True and Correct. The foregoing recitals are true and correct and are a substantive part of this Resolution.
Section 2. Approval of First Amendment to Indenture. The form of First Amendment to Indenture presented at this meeting is hereby approved, and the Mayor of the City, the City Manager of the City and the Public Works Director of the City, or their respective designees (collectively, the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the First Amendment to Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 3. Authorization to Pay. In accordance with the mandatory redemption provision in Section 4.01(b) of the Indenture, the City approves payment, on May 1, 2026, of the principal of and interest on those 2024 Bonds whose holders do not consent to the Amendment.
Section 4. Further Action. The Authorized Officers are hereby authorized, empowered and directed, individually, to execute such other documents in addition to those enumerated herein and to take such other actions as each deems necessary or advisable in order to consummate the Amendment (including, but not limited to, causing the Lease Agreement and/or the Ground Lease (as such terms are defined in the Indenture) to be amended in a manner that conforms to the Amendment, causing new CUSIP numbers to be assigned to 2024 Bonds that become subject to the Amendment, soliciting the consent of holders of the 2024 Bonds to the Amendment, preparing solicitation materials in connection therewith and taking such other actions as are required in order to effect the Amendment). Such actions heretofore taken by the Authorized Officers or their designees are hereby ratified, confirmed and approved.
Section 5. Special Services. Kutak Rock LLP is hereby appointed to serve as Special Counsel with respect to the Amendment and NHA Advisors, LLC, will serve as the City’s Municipal Advisor per its previously approved contract. Each of the Authorized Officers is further authorized to provide for all other services that are necessary to effect the matters that are described in this Resolution. Such services shall include, but not be limited to, services provided by Hilltop Securities Inc. and Globic Advisors to identify holders of the 2024 Bonds and undertake the process required to solicit their consent to the Amendment, services provided by the Trustee in connection with the Amendment and any other services that are deemed appropriate by an Authorized Officer. Any one of the Authorized Officers is authorized to pay for the cost of such services and to enter into agreements as needed to engage such consultants.
PASSED AND ADOPTED by the City Council of the City of Gonzales at a regular meeting duly held on the 2
nd day of March 2026 by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
_______________________________
Jose L. Rios, The Honorable Mayor
ATTEST:
_____________________________
Mary Villegas, Deputy City Clerk