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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