HomeMy Public PortalAboutResolution - 05-18- 20050622 - 2005 Refunding Promissory RESOLUTION NO. 05- 18
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT APPROVING THE FORMS OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE FOR
THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 2005 REFUNDING
III PROMISSORY NOTES AND A CONTRACT OF PURCHASE FOR SAID NOTES,
APPROVING A PRELIMINARY OFFICIAL STATEMENT AND PROVIDING FOR
THE APPROVAL OF A FINAL OFFICIAL STATEMENT FOR SAID NOTES AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING
DISCLOSURE AGREEMENT FOR SAID NOTES AND AN ESCROW AGREEMENT
AND OTHER DOCUMENTS RELATED THERETO
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WHEREAS, the Midpeninsula Regional Open Space District (the "District") is
empowered under applicable laws to borrow money for the purpose of refinancing its outstanding 1995
Promissory Notes (the "Prior Notes") issued for the purpose of acquiring necessary and proper lands and
facilities for open space purposes of the District; and
WHEREAS, the Board of Directors of the District (the "Board of Directors") has
determined to issue its 2005 Refunding Promissory Notes(the "Notes") for such purpose; and
WHEREAS, the issuance and sale of the Notes for such purpose is desirable and
necessary and conforms with the purposes and requirements of the District and the laws of the State of
California and will result in a reduction in the net interest cost to the District; and
WHEREAS, in order to implement the foregoing, there has been submitted to the
Secretary of the Board of Directors (the "Secretary") a form of Indenture with respect to the Notes, a
Contract of Purchase relating to the Notes, a Preliminary Official Statement relating to the Notes, a form
of Continuing Disclosure Agreement for the Notes and a form of Escrow Agreement relating to the
refinancing of the Prior Notes; and
WHEREAS, the Board of Directors has carefully considered the terms and conditions of
said Indenture, said Contract of Purchase, said Preliminary Official Statement, said Continuing Disclosure
Agreement and said Escrow Agreement and is fully advised in the premises;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Midpeninsula
Regional Open Space District, as follows:
Section One. The foregoing recitals are true and correct, and the Board of
Directors so finds and determines.
Section Two. The Indenture (the "Indenture") with respect to the Notes, in
the form submitted to and on file with the Secretary, is hereby approved for execution by the
District, and the President of the Board of Directors (the "President") is hereby authorized and
directed to execute the Indenture on behalf of the District in substantially the form submitted,
with such modifications as the President may approve, and the Secretary is hereby authorized to
attest such execution and affix the seal of the District thereto and deliver the Indenture on behalf
of the District.
Section Three. The Contract of Purchase (the "Contract of Purchase") relating
to the Notes, in substantially the form submitted by Stone & Youngberg LLC (the
"Underwriter") to and on file with the Secretary, is hereby approved for execution by the
District, and the General Manager of the District (the "General Manager") is hereby authorized
to execute and deliver the Contract of Purchase on behalf of the District, with such modifications
as the General Manager may approve; provided, that the principal amount of the Notes shall not
exceed five million, fifty thousand dollars ($5,050,000), the net interest cost of the Notes shall
not exceed 4% per annum and the Underwriter's discount for the purchase of the Notes shall not
exceed 0.7% of the principal amount thereof, which discount the Board of Directors hereby
determines to equal the Underwriter's spread and which reflects an Underwriter's spread which
is both reasonable and customary under the prevailing market conditions.
Section Four. The Preliminary Official Statement (the "Preliminary Official
Statement") relating to the Notes, in substantially the form submitted by the Underwriter to and
on file with the Secretary, is hereby approved by the District, and the General Manager is hereby
authorized to approve the distribution of the Preliminary Official Statement in substantially said
form and to certify to the Underwriter on behalf of the District that the Preliminary Official
Statement was, as of its date, "deemed final" by the District within the meaning of Rule 15c2-12
promulgated under the Securities and Exchange Act of 1934 (except for the omission of certain
final pricing, rating and related information as permitted by such rule), and the Underwriter is
hereby authorized to distribute copies of the Preliminary Official Statement to persons who may
be interested in the purchase of the Notes, and after the sale of the Notes, the President and the
General Manager are hereby authorized and directed, for and on behalf of the District, to
complete, execute and deliver an Official Statement in final form relating to the Notes (the
"Official Statement") in substantially the form of the Preliminary Official Statement, and the
Underwriter is hereby authorized to deliver copies of the Official Statement to all actual
purchasers of the Notes.
Section Five. The Continuing Disclosure Agreement (the "Continuing
Disclosure Agreement") with respect to the Notes, in the form submitted to and on file with the
Secretary, is hereby approved for execution by the District, and the President is hereby
authorized and directed to execute the Continuing Disclosure Agreement on behalf of the District
in substantially the form submitted, with such modifications as the President may approve, and
the Secretary is hereby authorized to attest such execution and affix the seal of the District
thereto and deliver the Continuing Disclosure Agreement on behalf of the District.
Section Six. The Escrow Agreement (the "Escrow Agreement") relating to
the refinancing of the Prior Notes, in the form submitted to and on file with the Secretary, is
hereby approved for execution by the District, and the General Manager is hereby authorized to
execute and deliver the Escrow Agreement on behalf of the District in substantially the form
submitted, with such modifications as the General Manager may approve.
Section Seven. The President, the Secretary, the General Manager and the
Controller of the District are hereby each authorized and directed, in the name and on behalf of
the District, to do any and all things and to execute and deliver any and all documents which they
may deem necessary or advisable in order to consummate the sale, execution and delivery of the
Notes and otherwise to carry out, give effect to and comply with the terms and intent of this
resolution, the Notes, the Indenture, the Continuing Disclosure Agreement, the Escrow
Agreement, the Contract of Purchase and the Official Statement; and any such actions heretofore
taken by such officers in connection therewith are hereby ratified, confirmed and approved.
Section Eight. This resolution shall take effect from and after its passage and
approval.
RESOLUTION NO. 05-18
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on June 22, 2005, at a Regular Meeting thereof, by the following vote:
AYES: J. Cyr, N. Hanko, M. Davey, K. Nitz, P. Siemens
NOES: None
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ABSTAIN:None
ABSENT: L. Hassett, D. Little
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ATTEST: APPROVED:
Secretary Pre 'dent
Board of Directors � and 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.
Dis Jerk