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HomeMy Public PortalAboutResolution - 06-51- 20061115 - Authorize Issuance of Not RESOLUTION NO. 06- 51 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on November 15, 2006 at a Special and Regular Meeting thereof, by the following vote: AYES: J. Cyr, M. Davey, N. Hanko, K. Nitz, C. Riffle, P. Siemens NOES: None ABSTAIN: None ABSENT: L. Hassett ATTEST: APPROVED: S cretary Pr dent Board of Directors and of DZectors' 1, 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. Distric erk 50014-01 J H:CKL 11-7-06 RESOLUTION NO. 06-51 RESOLUTION OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING THE ISSUANCE OF SIX SERIES OF NOTES AND THE SALE THEREOF TO THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT FINANCING AUTHORITY, APPROVING AN OFFICIAL STATEMENT, AND PROVIDING OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, the Authority previously issued two series of bonds: (i) the $29,910,201.25 Midpeninsula Regional Open Space District Financing Authority 1996 Revenue Bonds (the "1996 Bonds") pursuant to a Trust Agreement, dated as of July 1, 1996 (the "1996 Trust Agreement"), a portion of which 1996 Bonds were issued as capital appreciation bonds (the "1996 Capital Appreciation Bonds") and a portion of which 1996 Bonds were issued as current interest bonds (the 1996 Current Interest Bonds"); and (ii) the $28,366,961.05 Midpeninsula Regional Open Space District Financing Authority 1999 Revenue Bonds, Second Issue (the "1999 Bonds") pursuant to a Trust Agreement, dated as of August 1, 1999 (the "1999 Trust Agreement"), a portion of which 1999 Bonds were issued as capital appreciation bonds (the "1999 Capital Appreciation Bonds") and a portion of which 1999 Bonds were issued as current interest bonds (the "1999 Current Interest Bonds"); WHEREAS, the Authority issued the 1996 Bonds to obtain money to carry out a program of providing assistance to the District with the financing or refinancing of public capital improvements in order that the District may achieve its public purposes (the "Program") by funding the acquisition of (i) a Project Lease dated as of July 1, 1996 by and between the Authority and the District (the "1996 Project Lease") and (ii) the 1996 Refunding Promissory Notes dated July 24, 1996 issued by the District (the "1996 Promissory Notes"); and WHEREAS, the District entered into the 1996 Project Lease and issued the 1996 Promissory Notes for the purpose of (i) financing acquisition of open space for the District, (ii) refunding on a current basis (A) the District's Secured Promissory Notes (Parcel 2 and 2A), acquisition of open s which were used to finance ace and B Districts Variable Rate p p ( ) the Demand Notes, 1988 Series A, which were used to finance acquisition of open space; and WHEREAS, the Authority issued the 1999 Bonds in furtherance of the Program by funding the acquisition of (i) a Project Lease dated as of August 1, 1999 by and between the an the District the "1999 Project Lease" and (ii) the 1999 Promissory Notes dated Authority d ) ( ) Y ( J I August 30, 1999 issued by the District (the "1999 Promissory Notes"); and WHEREAS, the District entered into the 1999 Project Lease and issued the 1999 Refunding Promissory Notes for the purpose of (i) financing acquisition of open space for the District and (ii) refunding on a current basis the District's 1990 Promissory Notes, which were issued by the District for the purpose of (A) financing acquisition of open space and (B) refunding on an advance basis the District's 1987 Promissory Notes; and WHEREAS, the District wishes to refinance the 1996 Project Lease in its entirety, and, for that purpose, wishes to issue its 2006 Refunding Promissory Notes (1996 Project Lease — 1s' Issue) pursuant to Article 3 of Chapter 3 of Division 5 of the Public Resources Code of the State of California (the "District Act") and an Indenture, dated as of December 1, 2006, which Notes it shall immediately refinance with proceeds of its 2006 Refunding Promissory Notes (1996 Project Lease -2ndIssue) pursuant to Articles 10 and 11 of Chapter 3 (commencing with section 53570) of Division 2 of Title 5 of the California Government Code (the "Refunding Law") and an Indenture, dated as of December 1, 2006; and WHEREAS, the District wishes to refinance the 1996 Promissory Notes in their entirety, and, for that purpose, wishes to issue its 2006 Refunding Promissory Notes (1996 Promissory Notes) pursuant to the Refunding Law and an Indenture, dated as of December 1, 2006; and WHEREAS, the District wishes to refinance the 1999 Project Lease in its entirety, and, for that purpose, wishes to issue its 2006 Refunding Promissory Notes (1999 Project Lease — 1 st Issue) pursuant to the District Act and an Indenture, dated as of December 1, 2006, which Notes it shall immediately refinance with proceeds of its 2006 Refunding Promissory Notes (1999 Project Lease -2nd Issue) pursuant to the Refunding Law and an Indenture, dated as of December 1, 2006; and WHEREAS, the District wishes to refinance the 1999 Promissory Notes in their entirety, and, for that purpose, wishes to issue its 2006 Refunding Promissory Notes (1999 Promissory Notes) pursuant to the Refunding Law and an Indenture, dated as of December 1, 2006; and WHEREAS, the 2006 Refunding Promissory Notes (1996 Project Lease — 1st Issue), the 2006 Refunding Promissory Notes (1996 Project Lease — 2 nd Issue), the 2006 Refunding Promissory Notes (1996 Promissory Notes), 2006 Refunding Promissory Notes (1999 Project Lease — 1st Issue), the 2006 Refunding Promissory Notes (1999 Project Lease — 2 nd Issue) and the 2006 Refunding Promissory Notes (1999 Promissory Notes) are referred to as the "Program Obligations"; and WHEREAS, the Authority has determined, in furtherance of the Program, to assist the District with the refinancing of the 1996 Project Lease, the 1996 Promissory Notes, the 1999 Project Lease and the 1999 Promissory Notes (the "Prior Program Obligations") by issuing the following Bonds (as defined below) pursuant to an Indenture of Trust, dated as of December 1, 2006 the "Indenture"), by and between the Authority and the Trustee, and to use the proceeds of such obligations to (i) acquire the Program Obligations, (ii) fund a debt service reserve fund for the Bonds and (ii) pay the costs of issuing the Bonds: (i) Midpeninsula Regional Open Space District Financing Authority 2006 Series A Revenue Refunding Bonds (1996 and 1999 Refinancing Project) (the "Series A Bonds"); and (ii) Midpeninsula Regional Open Space District Financing Authority 2006 Taxable Revenue Refunding Bonds, Series B-T (1999 Refinancing Project) (the "Series B-T Bonds," and together with the Series A Bonds, the "Bonds"); and WHEREAS, the District will use proceeds of the sale of the Program Obligations to the Authority to prepay the Prior Program Obligations; and WHEREAS, the Authority, as owner of the Prior Program Obligations, will use amounts received from the District as prepayment of the Prior Program Obligations to refund the 1996 Bonds according to the terms of the 1996 Trust Agreement and to refund the 1999 Bonds according to the terms of the 1999 Trust Agreement; and -2 - WHEREAS, the 1996 Current Interest Bonds maturing on or after September 1, 2007 are subject to optional redemption by the Authority on March 1, 2007 and thereafter at a redemption price equal to the outstanding principal amount of the 1996 Current Interest Bonds plus accrued interest to March 1, 2007; and WHEREAS, the 1996 Capital Appreciation Bonds are not subject to optional redemption prior to their maturity and, therefore, the District will defease the 1996 Capital Appreciation Bonds to their maturity date; and WHEREAS, in order to accomplish the redemption and defeasance of the 1996 Bonds, the 1996 Project Lease and the 1996 Promissory Notes, the District and the Authority will enter into the Agreement Regarding the Redemption, Defeasance and Payment of 1996 Bonds, 1996 Project Lease and 1996 Promissory Notes, dated as of December 1, 2006 (the "1996 Escrow Agreement"); and WHEREAS, the 1999 Bonds maturing on or after August 1, 2009 are subject to optional redemption by the Authority on August 1, 2008 at a redemption price equal to (i) for the 1999 Current Interest Bonds, the sum of the principal amount thereof plus accrued interest to the redemption date plus a 2% redemption premium and (ii) for the 1999 Capital Appreciation Bonds, the accreted value thereof to the redemption date plus a 2% redemption premium; and WHEREAS, because a portion of the 1999 Bonds are not subject to advance refunding (because that portion was used to advance refund the District's 1987 Promissory Notes), the advance refunding of that portion of the 1999 Bonds will be funded with proceeds of the Series B-T Bonds; and WHEREAS, in order to accomplish the redemption and defeasance of the 1999 Bonds, the 1999 Project Lease and the 1999 Promissory Notes, the District and the Authority will enter into the Agreement Regarding the Redemption, Defeasance and Payment of 1999 Bonds, 1999 Project Lease and 1999 Promissory Notes, dated as of December 1, 2006 (the "1999 Escrow Agreement"); and WHEREAS, Stone & Youngberg LLC, as underwriter of the Bonds (the "Underwriter"), has caused to be prepared a preliminary form of the Official Statement for the Bonds (the "Official Statement"), which preliminary form is on file with the Secretary; WHEREAS, the District, with the aid of its staff, has reviewed the Official Statement, and the District wishes at this time to approve the Official Statement in the public interests of the District;WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Program Obligations, as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California. NOW, THEREFORE, BE IT RESOLVED by the Midpeninsula Regional Open Space District, as follows: Section 1. Recitals True and Correct. The District hereby finds and declares that the - 3 - above recitals are true and correct. Section 2. Issuance and Sale of Program Obligations. The District hereby authorizes and approves the issuance of the Program Obligations to be purchased by the Authority: (i) Midpeninsula Regional Open Space District 2006 Refunding Promissory Notes (1996 Project Lease — 1st Issue); (ii) Midpeninsula Regional Open Space District 2006 Refunding Promissory Notes (1996 Project Lease — 2nd Issue); (iii) Midpeninsula Regional Open Space District 2006 Refunding Promissory Notes (1996 Promissory Notes); (iv) Midpeninsula Regional Open Space District 2006 Refunding Promissory Notes (1999 Project Lease — 1 s' Issue); (v) Midpeninsula Regional Open Space District 2006 Refunding Promissory Notes (1999 Project Lease— 2nd Issue); and (vi) Midpeninsula Regional Open Space District 2006 Refunding Promissory Notes (1999 Promissory Notes). The District hereby approves the sale of the Program Obligations on the terms and conditions set forth in the Program Obligations Indentures and the Authority Indenture (as such term is defined in the Program Obligations Indentures). Section 3. Approval of Program Obligations Indentures. The Indentures, one for each series of Program Obligations and each by and between the District and The Bank of New York Trust Company, N.A., as trustee (collectively, the "Program Obligations Indentures"), in the forms presented to this meeting, are hereby approved. The President, the Secretary, the General Manager and the Controller of the District (the "Designated Officers") are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the District, to execute and deliver the Program Obligations Indentures, and the Secretary is hereby authorized and directed, for and in the name and on behalf of the District, to attest the Designated Officer's signature to the Program Obligations Indentures, in said forms, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer, upon consultation with Note counsel to the District, including such additions or changes as are necessary or advisable in accordance with Section 8 hereof; provided that no additions or changes shall authorize an aggregate principal amount of Program Obligations in excess of the amounts set forth above, or result in an interest cost on the Program Obligations in excess of 6% per annum. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery by a Designated Officer on behalf of the District of the Program Obligations Indentures. The date, maturity dates, aggregate principal amount, annual maturity amounts, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place,of payment, terms of redemption and other terms of the Program Obligations shall be as provided in the Program Obligations Indentures, as finally executed. Section 4. Approval of Refunding of 1996 Notes, 1999 Notes and Prior Program Obligations, 1996 Escrow Agreement and 1999 Escrow Agreement. The refunding of the -4 - 1996 Bonds, the 1999 Bonds and the Prior Program Obligations is hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and in the name of and on behalf of the District, to execute (i) the Agreement Regarding the Redemption, Defeasance and Payment of 1996 Bonds, 1996 Project Lease and 1996 Promissory Notes in the form on file with the Secretary, together with any changes therein or additions thereto approved by the Designated Officers, whose execution thereof shall be conclusive evidence of approval of any such additions and changes, (ii) the Agreement Regarding the Redemption, Defeasance and Payment of 1999 Bonds, 1999 Project Lease and 1999 Promissory Notes in the form on file with the Secretary, together with any changes therein or additions thereto approved by the Designated Officers, whose execution thereof shall be conclusive evidence of approval of any such additions and changes, and (iii) such other documents as the Designated Officers determine are necessary to effectuate such refunding. Section 5. Sale of the Bonds. The District hereby approves of the Authority's selection of Stone & Youngberg LLC, as the underwriter for the Bonds, and approves the sale of the Bonds by negotiation with the Underwriter, pursuant to the Purchase Contract by and between the Authority and the Underwriter. The underwriter's spread proposed by Stone & Youngberg LLC (in an amount not to exceed 0.55% of the aggregate par amount of the Authority's Bonds) is both reasonable and customary under the prevailing market conditions. Section 6. Official Statement. The District hereby approves the preliminary Official Statement describing the Bonds and the Program Obligations, in substantially the form submitted by the Underwriter and on file with the Secretary. Distribution of the preliminary Official Statement and the final Official Statement by the Underwriter is hereby approved. The Designated Officers are hereby authorized and directed to approve any changes in or additions to the final form of the Official Statement, whose execution thereof shall be conclusive evidence of approval of any such changes and additions. Section 7. Municipal Note Insurance and Surety Notes. The Designated Officers, each acting alone, are hereby authorized and directed to obtain a municipal bond insurance policy for the Bonds and reserve account surety bonds for the Reserve Fund established under the Indenture if it is determined, upon consultation with the Underwriter that such municipal bond insurance policy and/or surety bonds will reduce the true interest costs with respect to the Bonds and the Program Obligations. Section 8. Official Action. All actions heretofore taken by the officers and agents of the District with respect to the preparation of the Official Statement and the Indentures, and the sale and issuance of the Bonds and the Program Obligations, are hereby approved, confirmed and ratified, and the proper officers of the District, including the Designated Officers, are hereby authorized and directed, for and in the name and on behalf of the District, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the Program Obligations in accordance with this Resolution, including but not limited to those certificates, agreements and other documents described in the Program Obligations Indentures and the other documents herein approved, and any certificates, agreements or documents as may be necessary to further the purpose hereof or provide additional security for the Bonds and the Program Obligations, but which shall not create any obligation or liability of the District other than with respect to the limited tax revenues pledged as security for the Program Obligations in the Program Obligations Indentures and assets derived from the proceeds of the Program Obligations. Section 9. Approval of Professional Service Agreements. The District hereby approves the form of the professional services agreements on file with the Secretary with respect to the services of Jones Hall, A Professional Law Corporation as bond counsel and Nixon Peabody, as disclosure counsel. The General Manager is hereby authorized and directed to execute the agreements on behalf of the District with such changes, additions or deletions as may be approved by the General Manager. Section 10. Effective Date. This resolution shall take effect from and after the date of approval and adoption thereof. The foregoing resolution was passed and adopted by the Midpeninsula Regional Open Space District at a regular meeting held on the 15th day of November, 2006, by the following vote: AYES: J. Cyr, M. Davey, N. Hanko, K. Nitz, C. Riffle, P. Siemens NOES: None ABSENT: L. Hassett ABSTAIN. None resiroard of Directors (SEAL) Attest: Y District - 6 - i