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Home My Public Portal AboutResolution - 06-50- 20061115 - Amend Joint Powers Agreem RESOLUTION NO. 06-_ 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: Secretary Pre ' ent Board of Directors o d of Dir/Ctors 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. Distri erk 50014-01 10-12-06 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT RESOLUTION NO, 06-50 RESOLUTION AUTHORIZING THE EXECUTION OF A FIRST AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT RESOLVED, by the Board of Directors of the Midpeninsula Regional Open Space District(the "District"), as follows: WHEREAS, the District and the County of Santa Clara (the "County") previously entered into a joint Exercise of Powers Agreement dated as of May 1, 1996 (the "Original Agreement") for the purpose of forming the Midpeninsula Regional Open Space District Financing Authority (the "Authority") pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Law"); and WHEREAS, Section 3 of the Original Agreement generally provides for termination of the Original Agreement on June 30, 2036 unless earlier terminated by written agreement of the District and the County; and WHEREAS, Section 16 of the Original Agreement provides that the Original Agreement may be amended by an amendatory agreement executed by the District and the County at any time; and WHEREAS, Section 6510 of the Law provides that a joint exercise of powers agreement may be continued for a definite term or until rescinded or terminated; and WHEREAS, the District wishes to continue working with the Authority to finance its public purposes specified in the Public Resources Code of the State of California, and, accordingly, wishes to eliminate the June 30, 2036 termination date set forth in Section 3 of the Original Agreement; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Approval of First Amendment. The Board of Directors hereby authorizes the President of the Board of Directors, the General Manager or a designee of any such individual, to execute, and the Clerk to attest, a First Amendment to joint Exercise of Powers Agreement (the "First Amendment"), in substantially the form on file with the Clerk, together with any changes therein deemed advisable by General Counsel to the District. Section 2. Official Actions. The President, the General Manager, the Controller, the General Counsel, the Clerk and all other proper officers of the District are hereby authorized and directed to take all actions and do all things necessary or desirable hereunder with respect to the First Amendment, including but not limited to the execution and delivery of any and all agreements, certificates, instruments and other documents, which they, or any of them, may deem necessary or desirable and not inconsistent with the purposes of this resolution. Section 3. Effect. This Resolution shall take effect immediately. Passed and Adopted on the 15th day of November, 2006, by the following vote of the members thereof: AYES: J. Cyr, M. Davey, N. Hanko, K. Nitz, C. Riffle, P. Siemens NOES: None ABSTAIN: None ABSENT: L. Hassett Approved: side the Board of Directors Attest: District eP4 -2- f 50014-01 Execution Version FIRST AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT by and between the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT and the COUNTY OF SANTA CLARA Dated November 15,2006 (MIDPENINSULA REGIONAL OPEN SPACE DISTRICT FINANCING AUTHORITY) I _ . FIRST AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT MIDPENINSULA REGIONAL OPEN SPACE DISTRICT FINANCING AUTHORITY THIS FIRST AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT (this "First Amendment") is dated as of November 15, 2006 (the "Effective Date"), by and between the Midpeninsula Regional Open Space District (the "District") and the County of Santa Clara (the "County," and together with the District, the "Members"), each duly organized and existing under the laws of the State of California. WIT NESSETH: WHEREAS, the Members previously entered into a Joint Exercise of Powers Agreement dated as of May 1, 1996 (the "Original Agreement", and, as amended by this First Amendment, the "Agreement") pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California(the"Law");and WHEREAS, Section 3 of the Original Agreement generally provides for termination of the Original Agreement on June 30, 2036 unless earlier terminated by written agreement of the District and the County;and WHEREAS,Section 16 of the Original Agreement provides that the Original Agreement may be amended by an amendatory agreement executed by the District and the County at any time;and WHEREAS, Section 6510 of the Law provides that a joint exercise of powers agreement may be continued for a definite term or until rescinded or terminated;and WHEREAS, the County and the District wish to execute this First Amendment for the purpose of eliminating the June 30, 2036 termination date set forth in Section 3 of the Original Agreement;and NOW,THEREFORE, in consideration of the above premises and of the mutual promises herein contained,the Members do hereby agree to amend the Original Agreement as follows: AMENDMENT Section 1. Definitions.Unless the context otherwise requires, the words and terms used in this First Amendment shall have the meanings specified in the Original Agreement. Section 2.Amendment and Restatement. Section 3 of the Original Agreement is hereby amended and restated as follows: "This Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated by official action of the governing body of either the County or the District and no sooner than 60 days from when notice of intent to terminate the Agreement was provided to the other party; provided, however, that this Agreement shall not be terminated so long as any installment or rental payments are due by either the District or the County to the Authority under any purchase or lease of any real or personal property from the Authority to the District and/or the County, or while any amounts remain payable by the District or the County to the Authority under any bond or promissory note issued by the District or the County (as applicable), or while any bonds or other obligations of the Authority are outstanding. Sectiort 3. Effect; Conflict. Except as set forth in Section 2 of this First Amendment, the Original Agreement shall remain in full force and effect.In the event of any conflict between the provisions of the Original Agreement and this First Amendment, the provisions of this First Amendment shall govern. Section 4. Notice Under the Law. Immediately upon execution hereof, and in any case within 30 days after the effective date hereof, the Members shall cause the notice described in Section 6503.5 of the Law to be prepared and filed with the office of the Secretary of State. Such notice shall describe this First Amendment. Section 5. Law Governing. This First Amendment is made in the State of California under the constitution and laws of the State of California, and is to be so construed. Section 6. Execution in Counterparts. This Agreement may be executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same agreement. -2- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized and their official seals to be hereto affixed,on the day and year set opposite the name of each of the parties. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT By: Directors P den*oe ard of Di Date of Execution. 29 ,2006 [SEAL] ATTEST: 4kSe-",creZtar&yyyo;ft*heA�oardf Directors COUNTY OF SANTA CLARA By: James T.Beall,Jr.,Chair Board of Supervisors Date of Execution: 2006 [SEAL] ATTEST: Phyllis A.Perez,Clerk of the Board of Supervisors APPROVED AS TO FORM AND LEGALITY: Lizanne Reynolds,Deputy County Counsel -3-