HomeMy Public PortalAboutResolution - 03-40- 20031022 - Bond Counsel Services RESOLUTION NO. 0340
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING
THE EXECUTION AND DELIVERY OF A SITE LEASE, A PROJECT LEASE
AND A CONTINUING DISCLOSURE AGREEMENT, AND APPROVING A
PRELIMINARY OFFICIAL STATEMENT AND AN AGREEMENT FOR
BOND COUNSEL SERVICES AND CERTAIN OTHER MATTERS IN
CONNECTION THEREWITH
WHEREAS, the Board of Directors(the"Board of Directors")of the
M[idpeninsula Regional Open Space District (the"District") is authorized by law to acquire real
property for open space purposes of the District; and
WHEREAS, the District has determined that it is in the best interests of the
District and its citizens and is necessary and proper for District purposes that the real property
described in the Site Lease dated as of January 1, 2004 (the"Site Lease")by and between the
District and the Midpeninsula Regional Open Space District Financing Authority(the
"Authority")be leased by the District to the Authority, and that the Authority lease back such
real property to the District pursuant to the Project Lease dated as of January 1, 2004(the
"Project Lease")by and between the Authority and the District, in substantially the forms of such
two leases presented to this meeting; and
WHEREAS, under the Project Lease, the District will become obligated to make
rental payments to the Authority for the lease of such real property to it; and
WHEREAS, the Authority will assign, without recourse, all its rights to receive
such rental payments to BNY Western Trust Company, as trustee(the"Trustee"), for the benefit
of the registered owners of the Authority's 2004 Revenue Bonds (the"Bonds")to be issued
under an Indenture dated as of January 1, 2004 (the"Indenture")by and between the Authority
and the Trustee; and
WHEREAS, in connection with the issuance of the Bonds,the Authority will
distribute a Preliminary Official Statement for the Bonds(the"Preliminary Official Statement")
in substantially the form presented to this meeting, and the Authority and the District and the
Trustee will enter into a Continuing Disclosure Agreement(the"Continuing Disclosure
Agreement") in compliance with Securities Exchange Commission Rule 15c2-12(b)(5); and
WHEREAS, all acts, conditions and things required by law to exist,to have
happened and to have been performed precedent to and in connection with the authorization of
the execution and delivery of the Site Lease, the Project Lease and the Continuing Disclosure
Agreement do exist, have happened and have been performed in regular and due time, form and
manner as required by law, and the District is now duly authorized to execute and deliver the Site
Lease, the Project Lease and the Continuing Disclosure Agreement and to approve the
Preliminary Official Statement and the distribution thereof.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the
Nfidpeninsula Regional Open Space District, as follows:
Section 1. All of the foregoing recitals are true and correct, and the Board of
Directors so finds and determines.
Section 2. The District is authorized to execute and deliver the Site Lease,
and the President of the Board of Directors(the"President"), or his designee, is hereby
authorized and directed to execute the Site Lease for and on behalf of the District and the
Secretary of the Board of Directors(the"Secretary")is hereby authorized and directed to attest
such execution and to affix the seal of the District thereto and to deliver the Site Lease, and as
executed and delivered, the Site Lease shall be in substantially the form presented to this
meeting, with such additions thereto or changes therein as the officer executing the Site Lease
shall require or approve.
Section 3. The District is authorized to execute and deliver the Project Lease,
and the President, or his designee, is hereby authorized and directed to execute the Project Lease
for and on behalf of the District and the Secretary is hereby authorized and directed to attest such
execution and to affix the seal of the District thereto and to deliver the Project Lease, and as
executed and delivered, the Project Lease shall be in substantially the form presented to this
meeting, with such additions thereto or changes therein as the officer executing the Project Lease
shall require or approve, including those relating to the total rental payments due under the
Project Lease(the principal components of which shall not be in excess of thirty-seven million
dollars($37,000,000)) and the amount and schedule of the payments thereunder, such approval
to be conclusively evidenced by the execution and delivery thereof.
Section 4. The District is authorized to execute and deliver the Continuing
Disclosure Agreement, and the President, or his designee, is hereby authorized and directed to
execute the Continuing Disclosure Agreement for and on behalf of the District and the Secretary
is hereby authorized and directed to attest such execution and to affix the seal of the District
thereto and to deliver the Continuing Disclosure Agreement, and as executed and delivered,the
Continuing Disclosure Agreement shall be in substantially the form presented to this meeting,
with such additions thereto or changes therein as the officer executing the Continuing Disclosure
Agreement shall require or approve.
Section 5. The sections of the Preliminary Official Statement relating to the
District and the transactions contemplated herein, in the form now on file with the Secretary, are
hereby approved, and the Controller of the District is hereby authorized to approve the
distribution of the Preliminary Official Statement in substantially said form and to certify that
said sections of the Preliminary Official Statement are accurate in all material respects, and the
Authority is hereby authorized to distribute copies of the Official Statement to persons who may
be interested in the purchase of the Bonds.
Section 6. The President, the Secretary, the General Manager of the District
and the Controller of the District are hereby each authorized and directed,jointly and severally,
in the name and on behalf of the District,to do any and all things and to execute and deliver any
and all documents, including the execution and delivery of escrow agreements relating to the
refunding of portions of the District's 1995 Promissory Notes and the refunding of all the
District's Certificates of Participation(1993 Open Space Project), which they may deem
necessary or advisable in order to carry out, give effect to and comply with the terms and intent
of this resolution, including the purchase of a bond insurance policy and a debt service reserve
fund policy for the Bonds and including the execution of an Agreement for Bond Counsel
Services with Orrick, Herrington& Sutcliffe LLP in the amount of$75,000, and costs and
expenses not to exceed $5,000, in substantially the form on file with the Secretary and including
the approval of the sale of the Bonds by the Authority, and such actions heretofore taken by such
officers are hereby ratified, confirmed and approved.
Section 7. This resolution shall take effect from and after its passage and
approval.
RESOLUTION No. 03-40
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on October 22, 2003, at a Regular Meeting thereof, by the following vote:
AYES: N. Hanko, K. Ni tz, P. Siemenz, M. Davey, J. C yt, L. Hazz e tt, D. Littl'.e
NOES: None
ABSTAIN: None
ABSENT: None
ATTEST: APPROVED:
1
ecre resident
Board of Directors Board of Directors
I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that
the above is a true and correct copy of a resolution duly adopted by the Board of Directors of
the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly
held and called on the above day.
t
Di�fx'ct Clerk
E