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Document No. 94-44
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RESOLUTION NO. 94-44
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT "PROVING THE
FORMS OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE
OF TRUST FOR THE MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT 1995 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 ESCROW AGREEMENT AND OTHER
DOCUMENTS RELATED THERETO
WHEREAS, the Midpeninsula. Regional Open Space District (the "District") is
empowered under applicable laws to borrow money for the purpose of acquiring necessary and
proper lands and facilities for open space purposes of the District and for the purpose of
refinancing any outstanding promissory notes of the District issued for such purposes; and
WHEREAS, the Board of Directors of the District (the "Board of Directors") has
determined to issue its 1995 Promissory Notes (the "Notes") for such purposes; and
WHEREAS, the issuance and sale of the Notes for such purposes is desirable and
necessary and conforms with the purposes and requirements of the District and the laws of the
State of California; 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 of Trust with respect
to the Notes, a Contract of Purchase relating to the Notes and a Preliminary Official Statement
relating to the Notes; and
WHEREAS, the Board of Directors has carefully considered the terms and conditions of
said Indenture of Trust, said Contract of Purchase and said Preliminary Official Statement 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 1. The foregoing recitals are true and correct, and the Board of Directors so
finds and determines.
Section 2. The Indenture of Trust (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 to
complete and execute the Indenture on behalf of the District in substantially the form submitted,
with such modifications as he 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 3. The Contract of Purchase (the "Contract of Purchase") relating to the Notes,
in substantially the form submitted by Stone & Youngberg (the "Underwriter") to and on file
with the Secretary, is hereby approved for execution by the District, and the General Manager
of the District is hereby authorized to complete, execute and deliver the Contract of Purchase
on behalf of the District, with such modifications as he may approve; provid , that the principal
amount of the Notes shall not exceed fifteen million dollars ($15,000,000), the net interest cost
of the Notes shall not exceed seven and one-half per cent (7-1/2%) per annum and the
Underwriter's discount for the purchase of the Notes shall not exceed one per cent (1%) of the
principal amount thereof, which discount the Board of Directors hereby determines to equal the
Underwriter's spread, which such discount reflects an Underwriter's spread which is both
reasonable and customary under the prevailing market conditions.
Section 4. 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 of the District 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 is, 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 of the District 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 delivery copies of
the Official Statement to all actual purchasers of the Notes.
Sections. The Escrow Agreement (the "Escrow Agreement") relating to the Notes, in
the form submitted to and on file with the Secretary, are hereby approved for execution by the
District, and the President of the Board of Directors (the "President") is hereby authorized to
complete and execute the Escrow Agreement on behalf of the District in substantially the form
submitted, with such modifications as he may approve, and the Secretary is hereby authorized
to attest such execution and affix the seal of the District thereto and deliver the Escrow
Agreement on behalf of the District.
Sectionn6. The President, the Secretary, the General Manager and the Treasurer 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
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otherwise to carry out, give effect to and comply with the terms and intent of this resolution,
the Notes, the Indenture, 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 7. This resolution shall take effect from and after its passage and approval.
RESOLUTION NO. 94-44
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on December 14 , 19 94 at a regular meeting thereof, by the following vote:
AYES: Peter Siemens, Robert McKibbin, Virginia Babbitt, Nonette Hanko,
Elizabeth Crowder, and Wim de Wit
NOES: None
ABSTAIN: None
ABSENT: Ernestine Henshaw
ATTEST: APPROVED:
Secretarf Pro-tem, Presidlbt,
Board of Directors Board of Directors
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.
Acting District Clerk
a
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
and
FIRST INTERSTATE BANK OF CALIFORNIA,
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as Trustee
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INDENTURE
Dated as of January 1, 1995
Relating to the
Midpeninsula Regional Open Space District
1995 Promissory Notes
SF2-37183.2
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TABLE OF CONTENTS
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Page
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SECTION 1. Definitions . . . . . . . . . . . . . . . . . . . 1
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SECTION 2. Equal Security . . . . . . . . . . . . . . . . . 6
SECTION 3 . Authority for the Issuance of the Notes . . . . . 7
SECTION 4. Terms of the Notes . . . . . . . . . . . . . . . 7
SECTION 5. Form of the Notes . . . . . . . . . . . . . . . . it
SECTION 6. Execution of the Notes . . . . . . . . . . . . . 18
SECTION 7. Appointment of Trustee; Registration and
Transfer of the Notes . . . . . . . . . . . . . . 18
SECTION 8. Delivery of the Notes and Use of
Depository . . . . . . . . . . . . . . . . . . . 21
SECTION 9. Payment of the Notes . . . . . . . . . . . . . . 24
SECTION 10. Reserve Fund . . . . . . . . . . . . . . . . . . 26
SECTION 11. Tax Covenants . . . . . . . . . . . . . . . . . 27
SECTION 12. General Covenants . . . . . . . . . . . . . . . 28
SECTION 13. Discharge of Notes . . . . . . . . . . . . . . . 29
SECTION 14. Events of Default and Remedies of
Registered Owners of the Notes . . . . . . . . . 30
SECTION 15. Amendment or Supplement of the
Indenture . . . . . . . . . . . . . . . . . . . 32
SECTION 16. Benefits of the Indenture Limited to I
Certain Parties Successor is Deemed
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Included in All References to
Predecessor . . . . . . . . . . . . . . . . . . 34
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SECTION 17. Partial Invalidity . . . . . . . . . . . . . . . 34
SECTION 18. Effective Date of the Indenture . . . . . . . . 35
Execution . . . . . . . . . . . . . . . . . . . . . . . . . . 36
EXHIBITA . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
3F2-37183.2 A-1
INDENTURE
This Indenture (the "Indenture") is made and entered
into as of January 1, 1995, by and between the Midpeninsula
Regional Open Space District, a regional open space district duly
organized and existing under and by virtue of the laws of the
State of California (the "District") , and First Interstate Bank
of California, a state banking corporation duly organized and
existing under and by virtue of the laws of the State of
California and authorized to accept and execute trusts of the
character herein set forth, as trustee (the "Trustee") ;
WITNESSETH:
WHEREAS, the Board of Directors of the District has
determined to issue its 1995 Promissory Notes (the "Notes") to
finance the costs of the acquisition of necessary and proper
lands and facilities for open space purposes of the District and
to refund certain of its outstanding promissory notes issued for
such purposes pursuant hereto and to secure the Notes in the
manner provided herein; and
WHEREAS, the District has determined that all things
necessary to cause the Notes, when executed by the District and
authenticated by the Trustee and delivered as provided herein, to
be legal obligations of the District enforceable in accordance
with their terms, and to constitute the Indenture a valid
agreement for the uses and purposes herein set forth in
accordance with its terms, have been done and taken, and the
execution and delivery hereof and the execution and delivery of
the Notes, subject to the terms hereof, have in all respects been
duly authorized;
NOW, THEREFORE, THE INDENTURE WITNESSETH, that in order
to secure the payment of the interest on and principal of and
redemption premiums, if any, on all Notes at any time issued and
outstanding hereunder according to their tenor, and to secure the
observance and performance of all the agreements, conditions,
covenants and terms therein and herein set forth, and to declare
the conditions and terms upon and subject to which the Notes are
to be issued and authenticated and delivered, and in
consideration of the premises and of the mutual agreements and
covenants herein contained and of the purchase and acceptance of
the Notes by the respective owners thereof, and for other
valuable considerations, the receipt whereof is hereby
acknowledged, the District does hereby agree and covenant with
the Trustee, for the benefit of the respective owners of the
Notes, as follows:
SECTION 1. Definitions. Unless the context otherwise
requires, the terms defined in this section shall for all
SF2-37183.2
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purposes hereof and of the Notes and of any document mentioned
herein have the meanings defined herein, the following
definitions to be equally applicable to both the singular and
plural forms of any of the terms defined herein:
Acquisition Fund
"Acquisition Fund" means the Midpeninsula Regional Open
Space District 1995 Promissory Note Acquisition Fund established
in Section 8.
Board
"Board" means the Board of Directors of the District.
Business Day
"Business Day" means a day of the year that is not a
Saturday or Sunday or a day on which banking institutions located
in San Francisco, California, are required or authorized to
remain closed.
Code
"Code" means the Internal Revenue Code of 1986 and the
regulations of the United States Department of the Treasury
issued thereunder, and in this regard reference to an art'
g Y particular
section of the Code shall include reference to all successor
sections of the Code.
Controller
"Controller" means the Controller of the District.
District
"District" means the P
Open Mid peninsula Regional O Space
P g P
District, a regional open space district duly organized and
existing under and pursuant to the Law and having the office of
its Board of Directors in Santa Clara County, California.
Federal Securities
"Federal Securities" means (a) any securities now or
hereafter authorized both the interest on and principal of which
are guaranteed by the full faith and credit of the United States
of America, or any units of a money-market portfolio composed of
or collateralized by obligations guaranteed by the full faith and
credit of the United States of America; (b) any of the following
obligations of federal agencies not guaranteed by the United
States of America. (1) participation certificates or senior debt
obligations of the Federal Home Loan Mortgage Corporation,
(2) bonds or debentures of the Federal Home Loan Bank Board
SF2-37183.2 2
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established under the Federal Home Loan Bank Act and bonds of any
federal home loan bank established under said act, and
(3) stocks, bonds, debentures, participations and other
obligations of or issued by the Federal National Mortgage
Association, the Student Loan Marketing Association, the
Government National Mortgage Association and the Federal Home
Loan Mortgage Corporation, as and to the extent that such
securities or obligations are eligible for the legal investment
of District funds; (c) any repurchase agreements which are
secured by any of such securities or obligations that (1) have a
fair market value (determined at least monthly) at least equal to
one hundred two per cent (102%) of the amount invested in such
repurchase agreement, (2) are in the possession of the Trustee or
a third party acting solely as agent for the Trustee who holds a
perfected first lien therein, and (3) are free from all third
! party claims; and (d) any investment contracts with a financial
institution that are fully collateralized by obligations
guaranteed by the full faith and credit of the United States of
America.
General Fund
"General Fund" means the General Fund of the District
now existing in the treasury of the District under the Law.
Indenture
"Indenture" means this Indenture.
Interest and Principal Fund
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"Interest and Principal Fund" means the Midpeninsula
Regional Open Space District 1995 Promissory Note Interest and
Principal Fund established in Section 8.
Law
"Law" means Article 3 of Chapter 3 of Division 5 of the
Public Resources Code of the State of California, as amended to
date, and all laws amendatory thereof and supplemental thereto.
Limited Taxes
"Limited Taxes" means the limited ad valorem property
taxes levied upon all taxable property in the District b the
P P P Y Y
Board of Supervisors of Santa Clara County and by the Board of
Supervisors of San Mateo County and allocated to the District
under applicable law that are legally available to a the
PP 9 Y pay
interest on and principal of and redemption premiums, if any, on
the Notes together with the payment on a parity of the interest
on and principal of and redemption premiums, if any, on the
District's outstanding 1988 Promissory Notes, 1990 Promissory
SF2-37183.2 3
Notes and 1992 Promissory Notes and certain land acquisition
contracts, but excluding the proceeds of any Tax overrides.
Manager
"Manager" means the General Manager of the District.
Notes
"Notes" means the I'Midpeninsula Regional Open Space
District 1995 Promissory Notes" designated as such in Section 4
and authorized to be issued by the District under and by the
authority of the Law and under and pursuant hereto.
Outstanding
"Outstanding" means, with respect to the Notes and as
of any date of calculation, all Notes authorized, issued,
authenticated and delivered hereunder, except:
(a) Notes cancelled or surrendered to the Trustee for
cancellation pursuant to Section 7;
(b) Notes deemed to have been paid as provided in
Section 13; and
(c) Notes in lieu of or in substitution for which
other Notes shall have been authenticated and delivered
pursuant to Section 7.
President
"President" means the President of the Board.
Prior Notes
"Prior Notes" means $ principal amount of
the District's outstanding 1987—fri-o-m-17"s—sory Notes, constituting
those notes maturing as specified in Exhibit A attached hereto
and incorporated herein, and $ principal amount of the
District's outstanding 1990 Promissory Notes, constituting those
notes maturing as specified in Exhibit A attached hereto and
incorporated herein.
1995 Project
111995 Project" means those necessary and proper lands
and facilities for open space purposes of the District which have
been authorized by the Board to be acquired by the District and
which have been determined by the Board to constitute the 1995
Project.
SF2-37183.2 4
Rebate Fund
"Rebate Fund" means the Midpeninsula Regional Open
Space District 1995 Promissory Note Rebate Fund established in
Section 11.
Rebate Instructions
"Rebate Instructions" means those calculations and
directions required to be performed and delivered by the District
under and pursuant to the Tax Certificate.
Rebate Requirement
"Rebate Requirement" has the meaning assigned to it in
the Tax Certificate.
Refunding Fund
"Refunding Fund" means the Midpeninsula Regional Open
Space District 1995 Promissory Note Refunding Fund established in
Section 8.
Reserve Fund
"Reserve Fund" means the Midpeninsula Regional Open
Space District 1995 Promissory Note Reserve Fund established in
Section S.
Reserve Fund Requirement
"Reserve Fund Requirement" means, as of any date of
determination, the least of (a) $ or (b) maximum
annual payments of interest on and principal of the Notes due in
the current or any future year ending on September 1, or (c) one
hundred twenty-five per cent (125%) of the average annual
payments of interest on and principal of the Notes due in the
current or each future year ending on September 1, as computed by
the District and specified to the Trustee; Provided, that such
requirement (or any portion thereof) may be provided by one or
more policies of municipal bond insurance or surety bonds issued
by a municipal bond insurer or by a letter of credit issued by a
bank if the obligations insured by such insurer or issued by such
bank, as the case may be, have ratings at the time of issuance of
such policy or surety bond or letter of credit equal to "Aaall or
higher assigned by Moody's Investors Service and "AAA" or higher
assigned by Standard & Poor's Corporation.
Secretary
"Secretary" means the Secretary of the Board.
SP2-37193.2 5
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Supplemental Indenture
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"Supplemental Indenture" means any indenture then in
full force and effect that has been made and entered into by and
between the District and the Trustee, amendatory of or
supplemental hereto; but only to the extent that such
Supplemental Indenture is specifically authorized hereunder.
Tax Certificate
"Tax Certificate" means that certificate executed by
the District at the time of the original issuance, authentication
and delivery of the Notes relating to the requirements of
Section 148 of the Code, as originally executed and as it may
from time to time be amended or supplemented.
Tax Overrides
"Tax Overrides" means any tax levied for the purpose of
the payment of general obligation bonded indebtedness authorized
by voters of the District.
Treasurer
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"Treasurer" means the Treasurer of the District.
Trustee
"Trustee" means First Interstate Bank of California a
state banking corporation duly organized and existing under and
by virtue of the laws of the State of California and authorized
to accept and execute trusts of the character herein set forth,
having a principal corporate trust office in Los Angeles or San
Francisco, California, and its successors or assigns, or any
other bank or trust company having a principal corporate trust
office in San Francisco, California, which may at any time be
substituted in its place as provided in Section 7.
Written Order
"Written Order" means a written order of the District,
signed by the President or Vice-President of the Board or the
Manager, or by any other person authorized by resolution of the
Board to perform an act or to sign a document on behalf of the
District for purposes hereof.
SECTION 2 . Equal Security. In consideration of the
acceptance of the Notes by the registered owners thereof, the
Indenture shall be deemed to be and shall constitute a contract
between the District and such registered owners to secure the
full and final payment of the interest on and principal of and
redemption premiums, if any, on all Notes which may from time to
time be authorized, sold, executed, authenticated and delivered
SF2-37183.2 6
hereunder, subject to the agreements, conditions, covenants and
terms contained herein; and all agreements, conditions, covenants
and terms contained herein required to be observed or performed
by or on behalf of the District shall be for the equal and
proportionate benefit, protection and security of all registered
owners of the Notes without distinction, preference or priority
as to security or otherwise of any Notes over any other Notes by
reason of the number thereof or the time of execution,
authentication or delivery thereof or otherwise for any cause
whatsoever, except as expressly provided herein or therein;
provided, that the registered owners of the Notes shall have no
benefits or rights in or to any money in the Refunding Fund.
SECTION 3 . Authority for the Issuance of the Notes.
The Board has reviewed all proceedings heretofore taken relative
to the authorization of the Notes and has found, as a result of
such review, and hereby finds and determines that all acts,
conditions and things required by law to exist, to happen and to
be performed precedent to the issuance of the Notes 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 issue the Notes and incur an indebtedness under and
pursuant to the conditions and terms provided herein.
SECTION 4. Terms of the Notes. Promissory notes of
the District in the aggregate principal amount of $
are hereby authorized to be issued by the District under and
pursuant to the Law for the purpose of financing the costs of the
acquisition of the 1995 Project and the refunding of the Prior
Notes, together with the payment of the related incidental
expenses, which authorized issue of promissory notes is hereby
designated the "Midpeninsula Regional Open Space District 1995
Promissory Notes. " The Notes shall be issued in fully registered
form in the denomination of five thousand dollars ($5,000) or any
integral multiple thereof (but not to exceed the principal amount
of Notes maturing on any one date) , shall be dated January 1,
1995, shall mature (subject to any right of prior redemption
reserved herein) on the dates and in the principal amounts and
shall bear interest (payable on September 1, 1995, and
semiannually thereafter on March 1 and September 1 of each year
until the Notes shall have been fully paid) at the rates per
annum as set forth in the following schedule:
SF2-37183.2 7
Maturity Date Principal Interest
(September 1) Amount Rate
1997 $ $
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
The Notes shall bear interest from the interest payment date next
preceding the date of authentication and registration thereof,
unless the Notes are authenticated and registered on a day during
the period from the sixteenth (16th) day of the month next
preceding an interest payment date to such interest payment date,
both days inclusive, in which event they shall bear interest from
such interest payment date, or unless the Notes are authenticated
and registered on a day on or before the fifteenth (15th) day of
the month next preceding the first interest payment date, in
which event they shall bear interest from January 1, 1995. The
interest due on and before the maturity or the prior redemption
of the Notes shall be payable until the principal of the Notes
shall have been fully paid by check mailed on each such interest
payment date to the persons whose names appear as the registered
owners thereof at the close of business as of the fifteenth
(15th) day of the month next preceding each such interest payment
date on the registration books required to be kept by the Trustee
pursuant to Section 7 (except that in the case of a registered
owner of one million dollars ($1, 000, 000) or more in aggregate
principal amount of Notes Outstanding, payment shall be made at
such registered owner's option by wire transfer of immediately
available funds according to written instructions provided by
such registered owner to the Trustee at least fifteen 15 days
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before such interest payment date) , and the principal of and the
redemption premiums, if any, on the Notes shall be payable at the
maturity of the Notes or upon the redemption prior to maturity
only on surrender of the Notes by such registered owners to the
Trustee at the principal corporate trust office of the Trustee in
San Francisco, California, or any other location so designated by
the Trustee. Both the interest on and principal of and
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3F2-37183.2 8
redemption premiums, if any, on the Notes shall be payable in
lawful money of the United States of America.
The Depository Trust Company, New York, New York is
hereby appointed depository for the Notes; and the Notes shall be
initially registered in the name of "Cede & Co. , " as nominee of
The Depository Trust Company, and shall be evidenced by one Note
maturing on each maturity date set forth herein in the total
principal amount of the Notes to become due and payable on such
maturity date and shall be numbered in consecutive order from R-1
upwards. Registered ownership of the Notes, or any portion
thereof, may not thereafter be transferred except as provided in
Section 7 or Section 8.
The Notes maturing by their terms on or after
September 1, 2005, shall be subject to optional redemption by the
District on any interest payment date on or after September 1,
2004 , prior to their respective maturity dates, as a whole, or in
part in integral multiples of five thousand dollars ($5, 000) from
such maturities selected by the District (and by lot within any
one maturity if less than all the Notes of any one maturity are
to be redeemed) , from any legally available funds of the
District, upon mailed notice as hereinafter provided, at a
redemption price equal to the following amount (expressed as a
percentage of the principal amount of the Notes or the portions
thereof called for redemption) , together with accrued interest
thereon to the date of redemption, namely:
Redemption Date Redemption Price
September 1, 2004 102%
March 1, 2005 101
On or after September 1, 2005, and
prior to maturity 100
If less than all the Outstanding Notes of any one
maturity date are to be redeemed at any one time, the Trustee
shall select the Outstanding Notes or the portions thereof to be
redeemed at such time from the Outstanding Notes maturing on such
date by lot in any manner that it deems fair.
Notice of redemption of any Note or any portion thereof
shall be given by the Trustee by mailing a copy of such notice by
first class mail to the registered owner thereof and to all
securities depositories and securities information services
selected by the District and set forth in a Written Order filed
with the Trustee to comply with custom or the rules of any
securities exchange or commission or brokerage board or otherwise
as may be determined by the District in its sole discretion not
less than thirty (30) days nor more than sixty (60) days before
the redemption date; Provided, that receipt of any such notice
shall not be a condition precedent to the effect of such notice
and neither failure to receive any such notice nor any immaterial
SF2-37193.2 9
defect contained therein shall affect the validity of the
proceedings for the redemption of such Note or such portion
thereof. Such notice shall state the redemption date, the
redemption price, the place of redemption, and shall designate
the principal amount, the numbers and CUSIP numbers of the Notes
to be redeemed in whole or in part, and shall require that such
Notes be then surrendered at the office of the Trustee for
redemption in whole or in part at such redemption price, giving
notice also that further interest on the Notes or the portions
thereof called for redemption will not accrue from and after such
redemption date. If any Note so chosen for redemption is to be
redeemed in part only, such notice shall also state that such
Note is to be redeemed in part only and that upon the
presentation of such Note for redemption there will be issued in
lieu of the unredeemed portion of the principal amount thereof a
new Note or Notes of the same interest rate and maturity date of
an aggregate principal amount equal to the unredeemed portion
thereof.
If notice of redemption has been duly given as
aforesaid and money for the payment of the redemption price of
the Notes or the portions thereof so called for redemption is
held by the Trustee, then on the redemption date designated in
such notice such Notes or such portions thereof shall become due
and payable, and from and after the date so designated interest
on such Notes or the portions thereof so called for redemption
shall cease to accrue and the registered owners of such Notes or
such portions thereof shall have no rights in respect thereof
except to receive payment of the redemption price thereof.
From and after the original issuance, authentication
and delivery of the Notes the findings and determinations of the
Board respecting the Notes shall be conclusive evidence of the
existence of the facts so found and determined in any action or
proceeding in any court in which the validity of such Notes is at
issue, and no bona fide purchaser of any of the Notes shall be
required to see to the existence of any fact or to the
performance of any condition or to the taking of any proceeding
required prior to such issuance or to the application of the
purchase price paid for the Notes. The validity of the issuance
of the Notes shall not be dependent on or affected in any way by
any proceedings taken by the District for acquiring the 1995
Project or refunding the Prior Notes or any contracts made by the
District in connection therewith. The recital contained in the
Notes that the Notes are issued under and pursuant to the Law and
under and pursuant hereto shall be conclusive evidence of their
validity and of the regularity of their issuance and all Notes
shall be incontestable from and after their original issuance,
authentication and delivery. The Notes shall be deemed to be
issued, within the meaning hereof, whenever the definitive Notes
(or any temporary Notes exchangeable therefor) have been
delivered to the purchaser thereof and the purchase price thereof
received.
SF2-37183.2 10
SECTION 5. Form of the Notes. The Notes, including
the Certificate of Authentication and Registration and the
Assignment to appear thereon, shall be in substantially the
following forms, the blanks being suitably filled in to comply
with the provisions hereof, namely:
SF2-37183.2
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(Form of Note]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTIES OF SANTA CLARA AND SAN MATEO
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
1995 PROMISSORY NOTE
No. $
i
Interest Maturity Date
Rate Date of Note CUSIP
September 1, January 1, 1995
REGISTERED OWNER:
i
PRINCIPAL AMOUNT: DOLLARS
Midpeninsula Regional Open Space District, a regional
open space district duly organized and existing under and
pursuant to the laws of the State of California, and having the
office of its Board of Directors in Santa Clara County,
California (the "District") , hereby acknowledges itself indebted
to and, for value received, promises to pay (but only out of the
funds hereinafter referred to, and subject to any right of prior
redemption reserved herein) to the registered owner set forth
above on the maturity date set forth above or upon the prior
redemption hereof the principal sum set forth above, together
with interest thereon at the interest rate per annum set forth
above from the interest payment date next preceding the date of
registration of this Note (unless this Note is registered on a
day during the period from the sixteenth (16th) day of the month
next preceding an interest payment date to such interest payment
date, both days inclusive, in which event it shall bear interest
from such interest payment date, or unless this Note is
registered on a day on or before the fifteenth (15th) day of the
preceding the first interest payment date in which
month next prec g p ym ,
event it shall bear interest from January 1, 1995) , payable on
September 1, 1995, and semiannually thereafter on March 1 and
September 1 of each year. Interest due on and before the
maturity or the prior redemption of this Note shall be payable
until the principal hereof shall have been fully paid by check
mailed on each such interest payment date to the registered
owner hereof at the close of business as of the fifteenth (15th)
day of the month next preceding each such interest payment date
SF2-37183.2 12
I
(except that in the case of a registered owner of one million
dollars ($1, 000, 000) or more in aggregate principal amount of
Notes outstanding, payment shall be made at such registered
owner's option by wire transfer of immediately available funds
according to written instructions provided by such registered
owner to the Trustee at least fifteen (15) days before such
interest payment date) , and the principal hereof and the
redemption premium, if any, hereon shall be payable at the
maturity or upon the prior redemption of this Note only upon
surrender hereof by the registered owner hereof at the principal
corporate trust office of the Trustee, initially First Interstate
Bank of California, in San Francisco, California, or any other
location so designated by the Trustee (together with any
successor trustee, the "Trustee") . Both the interest on and
principal of and redemption premium, if any, on this Note are
payable in lawful money of the United States of America.
This Note is one of a duly authorized issue of
promissory notes of the District designated as its 1995
Promissory Notes (the "Notes") aggregating Dollars
$ in principal amount, all of like date and tenor
(except for such variations as may be required to designate
varying numbers, interest rates, denominations, maturities or
redemption provisions) , and is issued under and by authority of
Article 3 of Chapter 3 of Division 5 of the Public Resources Code
of the State of California, as amended to date, and all laws
amendatory thereof and supplemental thereto (the "Law") , and
under and pursuant to the provisions of an Indenture dated as of
January 1, 1995, by and between the District and the Trustee (the
"Indenture") , to provide funds for the purpose of acquiring
necessary and proper lands and facilities for open space purposes
of the District and for refunding certain of the District's
outstanding promissory notes issued for such purposes (all as
more particularly provided in the Indenture) , and reference is
hereby made to the Indenture for a description of the terms on
which the Notes are issued, for the provisions with regard to the
security for the repayment of the Notes and for the rights of the
registered owners of the Notes, and all the terms of the
Indenture are hereby incorporated herein and constituted a
contract between the District and the registered owner of this
Note, to all the provisions of which the registered owner of this
Note, by his acceptance hereof, consents and agrees, and the
registered owner of this Note shall have recourse to all the
provisions of the Indenture and shall be bound by all the terms
and conditions thereof.
The Notes maturing by their terms on or after
September 1, 2005, are subject to optional redemption by the
District on any interest payment date on or after September 1,
2004, prior to their respective maturity dates, as a whole, or in
part in integral multiples of five thousand dollars ($5, 000) from
such maturities selected by the District (and by lot within any
one maturity if less than all the Notes of any one maturity are
SF2-37183.2 13
to be redeemed) , from any legally available funds of the
District, upon mailed notice as hereinafter described, at a
redemption price equal to the following amount (expressed as a
percentage of the principal amount of the Notes or the portions
thereof called for redemption) , together with accrued interest
thereon to the date of redemption, namely:
Redemption Date Redemption Price
September 1, 2004 102%
March 1, 2005 101
On or after September 1, 2005, and
prior to maturity 100
If less than all the outstanding Notes of any one
maturity date are to be redeemed at any one time, the Trustee
shall select the outstanding Notes or the portions thereof to be
redeemed at such time from the outstanding Notes maturing on such
date by lot in any manner that it deems fair.
As provided in the Indenture, notice of redemption of
this Note or any portion hereof shall be given by the Trustee by
mailing a copy of such notice by first class mail to the
registered owner hereof and to all securities depositories and
securities information services selected by the District to
comply with custom or the rules of any securities exchange or
commission or brokerage board or otherwise as may be determined
by the District in its sole discretion not less than thirty (30)
days nor more than sixty (60) days before the redemption date;
provided, that receipt of such notice shall not be a condition
precedent to the effect of such notice and neither failure to
receive any such notice nor any immaterial defect contained
therein shall affect the validity of the proceedings for the
redemption of this Note or such portion hereof. If notice of
redemption has been duly given as aforesaid, then on the
redemption date designated in such notice this Note or such
portion hereof shall become due and payable at the
above-described redemption price, and if money for the payment of
the above-described redemption price of this Note or such portion
hereof is held by the Trustee, then from and after the date so
designated interest on this Note or such portion hereof shall
cease to accrue and the registered owner of this Note shall, as
to this Note or such portion hereof, have no rights in respect
hereof except to receive payment of the redemption price hereof
on the redemption date hereof; provided, that if this Note is to
be redeemed in part only, upon presentation of this Note for
redemption there will be issued in lieu of the unredeemed portion
of the principal amount hereof a new Note or Notes of the same
interest rate and maturity date of an aggregate principal amount
equal to the unredeemed portion hereof.
SF2-37183.2 14
It is hereby recited, certified and declared that this
Note is issued in strict conformity with the Constitution and
laws of the State of California and with proceedings of the
District authorizing the same, and that all acts, conditions and
things required by law to exist, to happen and to be performed
precedent to the issuance of this Note do exist, have happened
and have been performed in the time, form and manner as required
by law, and that this Note, together with all other indebtedness
and obligations of the District, does not exceed any limit
prescribed by the Constitution or laws of the State of
California.
It is hereby further recited, certified and declared
that the Notes are limited obligations of the District and that
the interest on and principal of and redemption premiums, if any,
on the Notes are, as authorized by and subject to the Law,
payable only from limited ad valorem property taxes levied upon
all taxable property within the District by the Board of
Supervisors of Santa Clara County and by the Board of Supervisors
of San Mateo County, and allocated to the District under
applicable law, that are legally available to pay the Notes
together with the payment on a parity of the interest on and
principal of the District's outstanding 1987 Promissory Notes,
1988 Promissory Notes, 1990 Promissory Notes and 1992 Promissory
Notes and certain land acquisition contracts, or from other funds
legally available therefor. The full faith and credit or taxing
power of the District is not pledged for the payment of the
interest on or principal of or redemption premiums, if any, on
the Notes, and the Notes are not secured by a legal or equitable
pledge of, or charge, lien or encumbrance upon, any property of
the District or any of its income or revenue.
This Note is transferable by the registered owner
hereof, in person or by his duly authorized attorney, at the
above-mentioned office of the Trustee, upon surrender of this
Note for cancellation accompanied by delivery of a duly executed
written instrument of transfer in a form approved by the Trustee,
and thereupon a new Note or Notes of authorized denominations for
a like aggregate principal amount and of the same maturity date
will be issued to the transferee in exchange therefor, in the
manner, subject to the conditions and upon payment of the charges
provided in the Indenture. The District and the Trustee may deem
and treat the registered owner of this Note as the absolute owner
hereof for all purposes, and neither the District nor the Trustee
shall be affected by any notice or knowledge to the contrary; and
payment of the interest on and principal of and redemption
premium, if any, on this Note shall be made only to such
registered owner as above provided, which payment shall be valid
and effectual to satisfy and discharge the liability on this Note
to the extent of the sum or sums so paid.
The Notes are authorized to be issued in the form of
fully registered notes in the denomination of five thousand
M-371812 15
dollars ($5,000) or any integral multiple thereof (not exceeding
the principal amount of Notes maturing in any one year) , and,
subject to the conditions and upon payment of the charges
provided in the Indenture, the Notes may be exchanged at the
above-mentioned office of the Trustee for the same aggregate
principal amount of Notes of the same maturity date of other
authorized denominations.
This Note shall not be entitled to any benefits under
the Resolution or become valid or obligatory for any purpose
until the certificate of authentication and registration hereon
endorsed shall have been signed by the Trustee.
IN WITNESS WHEREOF, the District has caused this Note
on its behalf to be signed by the manual or facsimile signature
of the President of its Board of Directors and attested by the
manual or facsimile signature of the Secretary of its Board of
Directors and has caused the seal of the District to be impressed
or printed hereon, all as of January 1, 1995.
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
B
President of the Board of Directors
[SEAL]
Attest:
Secretary of the Board of Directors
[Form of Trustee's Certificate of Authentication
and Registration]
This is one of the Notes described in the
within-mentioned Indenture which has been authenticated and
registered as of
FIRST INTERSTATE BANK OF
CALIFORNIA,
as Trustee
B
Authorized Signatory
SM-37183.2 16
(Form of Assignment)
For value received the undersigned do(es) hereby sell,
assign and transfer unto
the
within Note and do(es) hereby irrevocably constitute and appoint
attorney to
transfer the same on the register of the Trustee, with full power
of substitution in the premises.
Dated•
SIGNATURE GUARANTEED BY:
NOTE: The signature(s) to this Assignment must correspond
with the name(s) as written on the face of the within
Note in every particular, without alteration or
enlargement or any change whatsoever, and the
signature(s) must be guaranteed by an eligible
guarantor institution (being banks, stock brokers,
savings and loan associations and credit unions with
membership in an approved signature guarantee medallion
program) pursuant to Securities and Exchange Commission
Rule 17A(d) 15.
Social Security Number, Taxpayer Identification Number or other
identifying number of Assignee:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC") , to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC) , ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof Cede & Co. , has
an interest herein.
SF2-37183.2 17
I
SECTION 6. Execution of the Notes. The President and
the Secretary who may be in office at the date of the Notes, or
at any time thereafter prior to the delivery of the Notes, and
each of such officers, are hereby authorized and directed,
respectively, as such officers to sign and attest each of the
Notes on behalf of the District by use of their manual or
facsimile signatures, and the Secretary is hereby additionally
authorized and directed to impress or print the seal of the
District thereon, which such signing and sealing shall be a
sufficient and binding execution of the Notes by the District.
In case any officer whose signature appears on the Notes shall
cease to be such officer before the delivery of the Notes to the
purchaser, such signature shall nevertheless be valid and
sufficient for all purposes the same as though such officer had
remained in office until the delivery of the Notes. Only such of
the Notes as shall bear thereon a certificate of authentication
and registration in the form hereinabove set forth, executed and
dated by an authorized signatory of the Trustee, shall be
entitled to any benefits hereunder or be valid or obligatory for
any purpose, and the execution of such certificate shall be
conclusive evidence that the Notes so authenticated and
registered have been duly authorized, executed, issued and
delivered hereunder and are entitled to the benefits hereof.
SECTION 7. Appointment of Trustee; Registration and
Transfer of the Notes. First Interstate Bank of California at
its principal corporate trust office in San Francisco,
California, is hereby appointed Trustee of the District for the
purpose of performing all duties and obligations imposed upon it
herein. The District may at any time in its sole discretion
remove the Trustee initially appointed and any successor thereto
and may appoint a successor or successors thereto by an
instrument in writing; provided, the District agrees that it will
at all times maintain a Trustee for the Notes having a principal
corporate trust office in San Francisco, California. The Trustee
may at any time resign and be discharged from its duties and
obligations hereunder by giving forty-five (45) days' written
notice of such resignation to the District; provided, that if no
successor Trustee shall have been appointed and shall have
accepted such appointment within ninety (90) days following the
giving of notice of removal or notice of resignation as
aforesaid, the resigning Trustee or any registered owner of the
Notes (on behalf of himself and all other owners) may petition
any court of competent jurisdiction to appoint a successor
Trustee, which court may, upon such notice, if any, as such court
may deem proper and prescribe, appoint a successor Trustee or
grant such other legal or equitable release as such court may
deem appropriate. The Trustee is hereby authorized and directed
to pay interest on the Notes due on and before the maturity or
the prior redemption thereof to the registered owners thereof as
their names appear at the close of business as of the fifteenth
(15th) day of the month preceding each such interest payment date
on the registration books required to be kept by it pursuant to
sr2-37183.2 1 8
this section as the registered owners thereof, such interest to
be paid by check mailed on each such interest payment date to
such registered owners at their addresses appearing on such books
or at such other addresses as they may have filed with the
Trustee for that purpose (except that in the case of a registered
owner of one million dollars ($1, 000,000) or more in aggregate
principal amount of Notes outstanding, payment shall be made at
such registered owner's option by wire transfer of immediately
available funds according to written instructions provided by
such registered owner to the Trustee at least fifteen (15) days
before such interest payment date) , and to pay to such registered
owners the principal of the Notes and any redemption premium
thereon upon presentation and surrender of the Notes to the
Trustee at maturity or upon the prior redemption thereof. The
Trustee shall cancel and destroy all Notes paid by it at maturity
or upon the prior redemption thereof and all Notes surrendered to
it by the District, and shall deliver to the District a
certificate of such destruction, and the Trustee shall keep
accurate records of all Notes cancelled and destroyed by it
hereunder.
The District shall from time to time, subject to any
agreement between the District and the Trustee then in force, pay
the Trustee compensation for its services, reimburse the Trustee
for all its advances and expenditures, including but not limited
to advances to and fees and expenses of independent accountants,
counsel and consultants or other experts employed by it in the
exercise and performance of its duties and obligations hereunder,
and indemnify and save the Trustee harmless against liabilities
not arising from its own negligence or willful misconduct which
it may incur in the exercise and performance of its duties and
obligations hereunder. The recitals of facts, agreements and
covenants contained herein and in the Notes shall be taken as
statements, agreements and covenants of the District, and the
Trustee does not assume any responsibility for the correctness of
the same and does not make any representation as to the
sufficiency or validity hereof or of the Notes, and shall not
incur any responsibility in respect thereof other than in
connection with the duties and obligations expressly assigned to
or imposed upon it herein or in the Notes, and shall not be
liable in connection with the performance of its duties and
obligations hereunder except for its own negligence or willful
misconduct. The Trustee shall not be required to expend or risk
its own funds or otherwise incur any financial liability in the
performance of any of its duties and obligations hereunder, and
the Trustee's rights to immunities and protection from liability
hereunder and its payment of its fees and expenses shall survive
its resignation or removal and the final payment or the
defeasance of the Notes. The cost of printing of any Notes and
any services rendered or any expenses incurred by the Trustee in
connection with any exchange or transfer shall be paid by the
District.
SF2-37183.2 19
The Trustee will keep at its principal corporate trust
office in Los Angeles or San Francisco, California, sufficient
books for the registration, transfer and exchange of the Notes,
which books shall at all times be open to inspection by the
District during normal business hours, and upon presentation for
such purpose the Trustee shall, under such reasonable regulations
as it may prescribe, register or transfer or exchange the Notes
on such books as hereinafter provided.
Any Note may be transferred on such books by the
registered owner thereof, in person or by his duly authorized
attorney, upon payment by the person requesting such transfer of
any tax or other governmental charge required to be paid with
respect to such transfer and upon surrender of such Note for
cancellation accompanied by delivery of a duly executed written
instrument of transfer in a form approved by the Trustee.
Whenever any Note or Notes shall be surrendered for transfer, the
District shall execute and the Trustee shall authenticate and
deliver a new Note or Notes of authorized denominations for a
like aggregate principal amount and of the same maturity date.
The District and the Trustee may deem and treat the registered
owner of any Note as the absolute owner of such Note for the
purpose of receiving payment thereof and for all other purposes,
whether such Note shall be overdue or not, and neither the
District nor the Trustee shall be affected by any notice or
knowledge to the contrary received by the District or the
Trustee; and payment of the interest on and principal of and
redemption premium, if any, on such Note shall be made only to
such registered owner as above provided, which payment shall be
valid and effectual to satisfy and discharge liability on such
Note to the extent of the sum or sums so paid.
Any Note may be exchanged on such books by the
registered owner thereof, in person or by his duly authorized
attorney, upon payment by the person requesting such exchange of
any tax or other governmental charge required to be paid with
respect to such exchange and upon surrender of such Note for
cancellation, for a like aggregate principal amount of Notes of
the same maturity date of other authorized denominations. The
cost of printing any new Notes shall be paid by the District.
If any Note is mutilated, lost, stolen or destroyed,
the District shall execute and the Trustee shall authenticate and
register a new Note of the same date, maturity and denomination
as that mutilated, lost, stolen or destroyed; provided, that in
the case of any mutilated Note, such mutilated Note shall first
be surrendered to the Trustee, and in the case of any lost,
stolen or destroyed Note, there shall be first furnished to the
Trustee evidence of such loss, theft or destruction which shall
be satisfactory to the Trustee, together with an indemnity
satisfactory to it. In the event any such Note shall have
matured or been called for redemption, instead of issuing a
duplicate Note, the Trustee may pay the same. The District and
SF2-37183.2 20
the Trustee may charge the owner of such Note with their
reasonable fees and expenses in connection with replacing any
Note mutilated, lost, stolen or destroyed.
The Trustee may consult with counsel (who may be
counsel to the District) with regard to legal questions arising
hereunder, and the opinion of such counsel shall be full and
complete authorization and protection to the Trustee in respect
of any action taken or suffered by it hereunder in good faith and
in accordance therewith. The Trustee shall have no
responsibility or liability with respect to any information,
statement or recital in any official statement or other
disclosure material prepared or distributed with respect to the
issuance of the Notes.
SECTION 8. Delivery of the Notes and Use of
Depository. (a) The Secretary is directed to cause to be
prepared a sufficient number of blank Notes of suitable quality
and to cause the blank spaces thereof to be filled in to comply
with the provisions hereof, and to procure their execution by the
proper officers of the District, and to deliver them to the
Treasurer, who shall safely keep the same and deliver them to the
Trustee for authentication and registration after the sale
thereof, and the Trustee shall deliver them to such purchaser
upon receiving therefor the purchase price thereof and accrued
interest thereon to the date of delivery. The President and the
Secretary are further authorized and directed to make, execute
and deliver to the purchaser of the Notes a signature certificate
in the form customarily required by purchasers of notes of public
districts certifying to the genuineness and due execution of the
Notes, and the Trustee is hereby authorized and directed to make,
execute and deliver to the purchaser of the Notes a receipt in
the form customarily required by purchasers of notes of public
districts evidencing the payment of the purchase price and the
delivery of the Notes, which receipt shall be conclusive evidence
that the Notes have been duly paid for and delivered. The
purchaser of the Notes and any subsequent registered owner of the
Notes are hereby authorized to rely upon and shall be justified
in relying upon any such signature certificate and any such
receipt with respect to the Notes issued and delivered pursuant
to the authority hereof.
(b) Notwithstanding any provision hereof to the
contrary, the Notes shall be initially registered as provided in
Section 3 , and registered ownership of the Notes, or any portion
thereof, may not thereafter be transferred except:
(i) To any successor of The Depository Trust
Company or its nominee, or to any substitute depository
designated pursuant to clause (ii) of this subsection (a
"substitute depository") ; provided, that any successor of
The Depository Trust Company or any substitute depository
SF2-37183.2 21
shall be qualified under any applicable laws to provide the
service proposed to be provided by it;
(ii) To any substitute depository designated by
the District, upon (1) the resignation of The Depository
Trust Company or its successor (or any substitute depository
or its successor) from its functions as depository, or (2) a
determination by the District that The Depository Trust
Company or its successor (or any substitute depository or
its successor) is no longer able to carry out its functions
as depository; provided, that any such substitute depository
shall be qualified under any applicable laws to provide the
services proposed to be provided by it; or
To any person as provided below upon (1)
the resignation of The Depository Trust Company or its
successor (or any substitute depository or its successor)
from its functions as depository; provided, that no
substitute depository can be obtained, or (2) a
determination by the District that it is in the best
interests of the District to remove The Depository Trust
Company or its successor (or any substitute depository or
its successor) from its functions as depository.
In the case of any transfer pursuant to clause (i) or
clause (ii) of this subsection, upon receipt of all Outstanding
Notes by the Trustee, together with a Written Order to the
Trustee, a new Note shall be executed, authenticated and
delivered for each maturity of the Notes then Outstanding,
registered in the name of such successor or such substitute
depository, or their nominees, as the case may be, all as
specified in such Written Order. In the case of any transfer
pursuant to clause (iii) of this subsection, upon receipt of all
Outstanding Notes by the Trustee, together with a Written Order
to the Trustee, new Notes shall be executed and delivered in such
denominations and registered in the names of the registered
owners thereof, subject to the limitations of Section 4;
Provided, that the Trustee shall not be required to deliver such
new Notes within a period less than sixty (60) days from the date
of receipt of such Written Order, and subsequent to any transfer
pursuant to clause (iii) of this subsection the Notes shall be
transferred as provided in Section 7.
In the case of partial redemption or an advance
refunding of the Notes, The Depository Trust Company shall make
an appropriate notation on the Notes indicating the date and
amounts of such reduction in principal, in form acceptable to the
District.
The District and the Trustee shall have no
responsibility for transmitting payments to, communication with,
notifying, or otherwise dealing with any beneficial owners of the
Notes, and neither the District nor the Trustee will have any
Sn-37183.2 22
responsibility or obligations, legal or otherwise, to the
beneficial owners or to any other party, including The Depository
Trust Company or its successor (or any substitute depository or
its successor) , except as the registered owner of a Note.
So long as the Outstanding Notes are registered in the
name of Cede & Co. or its registered assigns, the District and
the Trustee shall cooperate with Cede & Co. , as sole registered
Owner, and its registered assigns in effecting payment of the
principal and redemption premiums, if any, and interest evidenced
and represented by the Notes by arranging for payment in such
manner that funds for such payments are properly identified and
are made immediately available on the date they are due.
(c) Upon the receipt of payment for the Notes when the
same shall have been duly sold and delivered, the Trustee shall
set aside and deposit the proceeds received from such sale in the
following respective funds and in the following order of
priority:
(i) The Trustee shall deposit in the "Midpeninsula
Regional Open Space District 1995 Promissory Note Interest
and Principal Fund, " which fund the District hereby agrees
and covenants to establish and maintain with the Trustee
until payment in full (or provision therefor made) of all
interest on and principal of and redemption premiums, if
any, on the Notes, a sum of money equal to the accrued
interest from the date of the Notes to the date of the
payment of the purchase price thereof.
(ii) The Trustee shall deposit in the "Midpeninsula
Regional Open Space District 1995 Promissory Note Reserve
Fund, " which fund the District hereby agrees and covenants
to establish and maintain with the Trustee until payment in
full (or provision therefor made) of all interest on and
principal of and redemption premiums, if any, on the Notes,
a sum of money equal to the Reserve Fund Requirement.
(iii) The Trustee shall deposit in the "Midpeninsula
Regional Open Space District 1995 Promissory Note Refunding
Fund, " which fund the District hereby agrees and covenants
to establish and maintain with the Trustee until 1,
1995, an amount of such proceeds which, together IW her
available money transferred at the same time by the District
to the Trustee in the amount of $ , will be
sufficient (as determined by the District) to provide for
the refunding of all outstanding Prior Notes in accordance
with a Written Order delivered to the Trustee. All money in
the Refunding Fund shall be transferred by the Trustee to
the respective paying agents for the Prior Notes and used by
such paying agents to refund the Prior Notes, in accordance
with such Written order; provided, that after such transfer
by the Trustee any remaining balance in the Refunding Fund
SF2-37183.2 23
shall be transferred by the Trustee to the Treasurer for
deposit in the Acquisition Fund.
(iv) The Trustee shall transfer the remainder of the
proceeds received from the sale of the Notes to the
Treasurer for deposit in the "Midpeninsula Regional Open
Space District 1995 Promissory Note Acquisition Fund, " which
fund the District hereby covenants and agrees to establish
and maintain with the Treasurer until payment of all costs
of the issuance of the Notes and the payment of the costs of
acquisition of the Project. All money in the Acquisition
Fund shall be withdrawn therefrom solely for paying costs of
the issuance of the Notes (including, but not limited to,
all printing and document preparation expenses in connection
with the Notes and the preliminary official statement and
official statement pertaining to the Notes, rating agency
fees, CUSIP Service Bureau charges, the initial fees and
expenses of the Trustee, and other fees and expenses
III incurred in connection with the issuance of the Notes and
the acquisition of the 1995 Project) , including reimbursing
the District for any such costs theretofore paid by it,
except that any balance of money in the Acquisition Fund not
needed or used for such purposes, after the closure of such
fund, shall be transferred to the Trustee for deposit in the
Interest and Principal Fund. All money in the Acquisition
Fund shall, pending expenditure, be deposited or invested as
determined by the Controller as permitted by law in any
lawful investments of the District so as to obtain the
highest yield that the Controller deems practicable, having
due regard for the safety of such deposits and investments;
rovided, that all such deposits and investments shall be
withdrawable or shall mature, as the case may be, to
coincide as nearly as practicable with the time when such
money is expected to be withdrawn for use hereunder. All
proceeds of such deposits or investments shall (except as
otherwise provided by Section 11) be deposited as and when
received in the Acquisition Fund.
SECTION 9. Payment of the Notes. The Notes are
limited obligations of the District, and the interest on and
principal of and redemption premiums, if any, on the Notes shall,
as authorized by and subject to the Law, be paid only from the
Limited Taxes, or from other funds legally available therefor.
The full faith and credit or taxing power of the District is not
pledged for the payment of the interest on or principal of or
redemption premiums, if any, on the Notes, and the Notes are not
and shall not be secured by a legal or equitable pledge of, or
charge, lien or encumbrance upon, any property of the District or
any of its income or revenue.
In order to provide for the timely payment of the
interest on and principal of and redemption premiums, if any, on
the Notes as the same becomes due, the District agrees and
SM-37183.2 24
covenants, consistent with the foregoing and as authorized by and
subject to the Law, that until the interest on and the principal
of and redemption premiums, if any, on the Notes are paid in full
or until there is a sum held by the Trustee set apart for that
purpose sufficient to meet all payments of the interest on and
principal of and redemption premiums, if any, on the Notes as
they become due, it will annually set aside a portion of the
Limited Taxes (or other legally available funds of the District)
sufficient to pay such interest and principal and redemption
premiums, if any, that will become due before the proceeds of the
Limited Taxes levied at the next general tax levy will be
available for such purpose. In order to implement this
provision, the District further agrees and covenants that it will
set aside, as soon as possible after the receipt of the Limited
Taxes that become delinquent after April 10 of each year
(commencing with such Limited Taxes that become delinquent after
April 10, 1995) , an amount of such Limited Taxes (or other
legally available funds of the District) equal to the interest
that becomes due and payable on the Notes on the next succeeding
September 1 plus the redemption premiums, if any, on the Notes
that become due on the Notes on or prior to such date plus the
principal of the Notes that becomes due and payable on the next
succeeding September 1, and that it will set aside, as soon as
possible after the receipt of such Limited Taxes that become
delinquent after December 10 of each year (commencing with such
Limited Taxes that become delinquent after December 10, 1995) , an
amount of such Limited Taxes (or other legally available funds of
the District) equal to the interest that becomes due and payable
on the Notes on the next succeeding March 1 plus the redemption
premiums, if any, on the Notes that become due on or prior to
such date. All such amounts of Limited Taxes (or other legally
available funds of the District) shall be transferred as soon as
received by the District by the Controller to the Trustee for
deposit in the Interest and Principal Fund.
All money in the Interest and Principal Fund shall be
used solely for the payment of the interest on and principal of
and redemption premiums, if any, on the Notes; provided, that
when all the interest on and principal of and redemption
premiums, if any, on the Notes have been paid, any balance of
money then remaining in the Interest and Principal Fund shall be
transferred by the Trustee to the Controller for deposit in the
General Fund.
All money in the Interest and Principal Fund shall,
pending its disbursement as above provided, be deposited or
invested by the Trustee as directed in writing by the Controller
in Federal Securities so as to obtain the highest yield that the
Controller deems practicable, having due regard for the safety of
such deposits and investments and subject to the provisions of
Section 11; provided, that all such deposits and investments
shall be withdrawable or shall mature, as the case may be, to
coincide as nearly as practicable with the time when such money
SF2-37183.2 25
is required to be withdrawn for use hereunder. All proceeds of
such deposits or investments shall (except as otherwise provided
by Section 11) be deposited as and when received in the Interest
and Principal Fund. The Trustee shall not be liable or
responsible for any loss suffered in connection with any such
deposit or investment made by it under the terms of and in
accordance with this section.
The covenants and agreements set forth herein are for
the equal and proportionate benefit, security and protection of
all owners of the Notes and the District's outstanding 1987
Promissory Notes, 1988 Promissory Notes, 1990 Promissory Notes
and 1992 Promissory Notes and certain land acquisition contracts
and any additional notes which may hereafter be issued on a
parity with the Notes, without preference or distinction as to
security or otherwise of any such obligations over any of the
other by reason of the number or date thereof or the time of
sale, execution or delivery hereof.
SECTION 10. Reserve Fund. The money in the Reserve
Fund shall be used solely for the payment of the interest on and
principal of and redemption premiums, if any, on the Notes in the
event and to the extent that the District has provided to the
Trustee no other money available therefor, except that (1) any
money in the Reserve Fund in excess of the Reserve Fund
Requirement may be withdrawn from the Reserve Fund and
transferred by the Trustee to the Controller for deposit in the
General Fund upon receipt by the Trustee of a Written Order, and
(2) the money in the Reserve Fund may be used (together with any
other money available for that purpose) for the retirement or
refunding of all the Outstanding Notes. Whenever any withdrawals
from the Reserve Fund reduce the balance therein below the
Reserve Fund Requirementl the Reserve Fund shall be replenished
to the Reserve Fund Requirement from the first available Limited
Taxes (or other legally available funds of the District) , except
that the District shall not be obligated to make any payments
into the Reserve Fund at any time when the money contained
therein and in the Interest and Principal Fund is at least equal
to the principal amount of the Outstanding Notes plus the
interest then due and thereafter to become due thereon.
All money in the Reserve Fund shall, pending its use,
be deposited or invested by the Trustee as directed in writing by
the Controller in Federal Securities so as to obtain the highest
yield that the Controller deems practicable, having due regard
for the safety of such deposits and investments and subject to
the provisions of Section 11; provided, that all such deposits
and investments shall be withdrawable or shall mature, as the
case may be, to coincide as nearly as practicable with the time
when such money is expected to be withdrawn for use hereunder,
and in any event not later than September 1, 2014. All proceeds
of such deposits or investments shall (except as otherwise
provided by Section 11) be deposited as and when received in the
SF2-37183.2 26
Interest and Principal Fund. The Trustee shall not be liable or
responsible for any loss suffered in connection with any such
deposit or investment made by it under the terms of and in
accordance with this section.
When all the interest on and the principal of the Notes
has been paid, any balance of money then remaining in the Reserve
Fund shall be transferred by the Trustee to the Controller for
deposit in the General Fund.
SECTION 11. Tax Covenants. (a) The District will not
take any action, or fail to take any action, if such action or
failure to take such action would adversely affect the exclusion
from gross income of the interest on the Notes pursuant to
Section 103 of the Code. The District will not directly or
indirectly use or make any use of the proceeds of the Notes or
any other funds of the District or take or omit to take any
action that would cause the Notes to be "arbitrage bonds" subject
to federal income taxation by reason of Section 148 of the Code
or "private activity bonds" subject to federal income taxation by
reason of Section 141(a) of the Code or obligations subject to
federal income taxation because they are "federally guaranteed"
as provided in Section 149 (b) of the Code. The District, with
respect to the proceeds of the Notes and such other funds, will
comply with all requirements of such sections of the Code, and
all regulations of the United States Department of the Treasury
issued thereunder to the extent that such regulations are, at the
time, applicable and in effect; provided, that if the District
shall obtain an opinion of nationally recognized bond counsel to
the effect that any action required under this section is no
longer required to maintain the exclusion from gross income of
the interest on the Notes pursuant to Section 103 of the Code,
the District may rely conclusively on such opinion in complying
with the provisions hereof; and provided further, that in the
event that at any time the Board is of the opinion that for
purposes of this section it is necessary to restrict or limit the
yield on the investment of any moneys held by the District
hereunder or otherwise, the Board shall so instruct the
Controller in writing, and the Controller shall take such action
as may be necessary in accordance with such instructions.
(b) Without limiting the generality of the foregoing,
the District will, consistent with the Tax Certificate, pay from
time to time all amounts required to be rebated to the United
States of America pursuant to Section 148 (f) of the Code and all
regulations of the United States Department of -Treasury issued
thereunder to the extent that such regulations are, at the time,
applicable and in effect, which obligation shall survive payment
in full or defeasance of the Notes. To that end, there is hereby
established in the treasury of the District a fund to be known as
the "Midpeninsula Regional Open Space District 1995 Promissory
Notes Rebate Fund" to be held and administered by the Controller.
The District will comply with the provisions of the Tax
SF2-37193.2 27
Certificate with respect to making deposits in the Rebate Fund,
and moneys held in the Rebate Fund are pledged to provide
payments to the United States of America as provided herein and
in the Tax Certificate and no other person shall have claim to
such moneys except as provided in the Tax Certificate.
SECTION 12 . General Covenants. The District agrees
and covenants that, until payment in full of all the interest on
and principal of and redemption premiums, if any, on the Notes
(or provision satisfactory for such payment shall have been
made) , it will:
A. Duly and punctually pay or cause to be paid the
interest on and principal of and redemption premiums, if any, on
the Notes in accordance with the conditions and terms thereof and
with the conditions and terms hereof.
B. Incur no additional indebtedness or capital lease
obligations payable from the Limited Taxes received by the
District having any priority in payment to the payment of the
interest on or principal of or redemption premiums, if any, on
the Notes.
C. Incur no additional indebtedness or capital lease
obligations payable from the Limited Taxes received by the
District on a parity in payment of the interest on or principal
of or redemption premiums, if any, on the Notes unless it shall
have first filed with the Trustee a certificate (which the
Trustee shall maintain in its files, but shall have no
responsibility for the review or verification thereof) executed
by the Controller showing:
1. The total Limited Taxes received by the
District in its most recent audited fiscal year, as shown by
the most recent audited financial statement of the District,
plus the total subventions in lieu of taxes received by the
District from the State of California in such fiscal year;
2 . The debt service payable by the District
during its next succeeding fiscal year on all indebtedness
or capital lease obligations of the District that would be
payable from the Limited Taxes on a parity with the Notes
and the debt service that is payable on the outstanding
Notes in the next succeeding fiscal year;
3 . That the total defined in subparagraph 1
above is at least one hundred twenty-five per cent (125%) of
the total defined in subparagraph 2 above.
D. Prepare and adopt a budget for each fiscal year,
which budget shall provide for the payment of the interest and
redemption premiums, if any, on and the principal of the Notes
becoming due and payable in such fiscal year and for
SF2-37183.2 28
appropriations of the Limited Taxes fully sufficient to make such
payments. A Written Order shall be filed by the District with
the Trustee within twenty (20) days of the adoption of each such
budget, which order shall state that adequate provision has been
made in such budget for the purposes hereof. The budgets of the
District on file with the Trustee shall be open to inspection
during regular business hours by any registered owner of the
Notes.
SECTION 13 . Discharge of Notes.
(a) If the District shall pay or cause to be paid or
there shall otherwise be paid to the registered owners of all
outstanding Notes the interest thereon and the principal thereof
and the redemption premiums, if any, thereon at the times and in
the manner stipulated therein and herein, then all agreements,
covenants and other obligations of the District to the registered
owners of such Notes hereunder shall thereupon cease, terminate
and become void and be discharged and satisfied. In such event,
the Trustee shall execute and deliver to the District all such
instruments as may be necessary or desirable to evidence such
discharge and satisfaction, and the Trustee shall pay over or
deliver to the District all money or securities held by it
pursuant hereto which are not required for the payment of the
interest on or principal of and redemption premiums, if any, on
such Notes or any outstanding fees or expenses of the Trustee.
(b) Any Outstanding Notes shall on the maturity date
or redemption date thereof be deemed to have been paid within the
meaning of and with the effect expressed in subsection (a) of
this section if there shall be on deposit with the Trustee money
which is sufficient to pay the interest due on such Notes on such
date and the principal and redemption premiums, if any, due on
such Notes on such date.
(c) Any Outstanding Notes shall prior to the maturity
date or redemption date thereof be deemed to have been paid
within the meaning and with the effect expressed in
subsection (a) of this section if (1) in case any such Notes are
to be redeemed on any date prior to their maturity date, the
District shall have agreed to mail a notice of redemption to the
respective registered owners of all Outstanding Notes and to
those securities depositories or securities information services
selected by it pursuant to Section 4, (2) there shall have been
deposited with an escrow agent or the Trustee either money in an
amount which shall be sufficient or Federal Securities which are
not subject to redemption except by the holder thereof prior to
maturity (including any Federal Securities issued or held in
book-entry form on the books of the Department of the Treasury of
the United States of America) or municipal obligations which have
been defeased with Federal Securities and which are rated in the
highest rating category either by Moody's Investors Service or
Standard & Poor's Corporation the interest on and principal of
SF2-37193.2 29
I
which when paid will provide money which, together with the
money, if any, deposited with such escrow agent or the Trustee at
the same time, shall be sufficient to pay when due the interest
to become due on such Notes on and prior to the maturity dates or
redemption dates thereof, as the case may be, and the principal
of and redemption premiums, if any, on such Notes on and prior to
the maturity dates or the redemption dates thereof, as the case
may be, as evidenced by a report of an independent certified
public accountant or other competent verification agent appointed
by the District on file with the District and the Trustee, and
(3) in the event such Notes are not by their terms subject to
j redemption within the next succeeding sixty (60) days, the
District shall have agreed to mail a notice to the registered
owners of such Notes and to those securities depositories or
securities information services selected by it pursuant to
I Section 4 that the deposit required by clause (2) above has been
made with such escrow agent or the Trustee and that such Notes
are deemed to have been paid in accordance with this section and
stating the maturity dates or redemption dates, as the case may
be, upon which money is to be available for the payment of the
principal of and redemption premiums, if any, on such Notes.
(d) Anything contained herein to the contrary
notwithstanding, any money held by the Trustee in trust for the
payment and discharge of any of the Notes or any interest thereon
which remains unclaimed for two (2) years after the date when
such Notes or interest thereon have become due and payable,
either at their stated maturity dates or by call for redemption
prior to maturity, if such money was held by the Trustee on such
date, or for two (2) years after the date of deposit of such
money if deposited with the Trustee after the date when such
Notes or interest thereon became due and payable, shall be repaid
by the Trustee to the District as its absolute property free from
trust and for use in accordance with the Law, and the Trustee !
shall thereupon be released and discharged with respect thereto
and the registered owners of such Notes shall look only to the
District for the payment of such Notes and interest thereon;
Provided, that before the Trustee shall be required to make any
such repayment the District shall mail pursuant to Section 4 a
notice to the registered owners of all Outstanding Notes that
such money remains unclaimed and that after a date named in such
notice, which date shall not be less than thirty (30) days after
the date of the mailing of such notice, the balance of such money
then unclaimed will be returned to the District.
SECTION 14. Events of Default and Remedies of
Registered Owners of the Notes. If any one or more of the
following events (herein an "Event of Default") shall happen, i
that is to say:
(a) If default shall be made in the due and punctual
payment of the interest on any Note when and as the same
shall become due and payable;
i
SM37183.2 30
(b) If default shall be made in the due and punctual
payment of the principal of or redemption premium, if any,
on any Note when and as the same shall become due and
payable;
(c) If default shall be made by the District in the
observance or performance of any of the other agreements,
conditions, covenants or terms on its part contained herein
or in the Notes, and such default shall have continued for a
period of sixty (60) days after the District shall have been
given notice in writing of such default by the Trustee;
provided, that such default shall not constitute an Event of
Default hereunder if the District shall commence to cure
such default within such sixty (60) -day period and
thereafter diligently and in good faith shall proceed to
cure such default within a reasonable period of time; or
(d) If the District shall file a petition or answer
seeking reorganization or arrangement under the federal
bankruptcy laws or any other applicable law of the United
States of America, or if a court of competent jurisdiction
shall approve a petition, filed with or without the consent
of the District, seeking reorganization under the federal
bankruptcy laws or any other applicable law of the United
States of America, or if, under the provisions of any other
law for the relief or aid of debtors, any court of competent
jurisdiction shall assume custody or control of the District
or of the whole or any substantial part of its property;
then, and in each and every such case during the continuance of
such Event of Default, the Trustee may, and upon the written
consent of the registered owners of not less than twenty-five per
cent (25%) in aggregate principal amount of the Notes at the time
outstanding, shall have the right and be entitled (for the
benefit of all registered owners of the Notes similarly situated)
(a) by mandamus or other suit or proceeding at law or
in equity to enforce his rights against the District or any
member of the Board or officer or employee of the District,
and to compel the District or any such member of the Board
or officer or employee to perform and carry out their duties
under the Law and the agreements and covenants with the
registered owners of the Notes contained herein;
(b) by suit in equity to enjoin any acts or things
which are unlawful or violate the rights of the registered
owners of the Notes; or
(c) by suit in equity upon the nonpayment of the Notes
to require the District or any member of the Board or
officer or employee of the District to account as the
trustee of an express trust.
SF2-37183.2 31
Nothing in this section or in any other provision
herein or in the Notes shall affect or impair the obligation of
the District, which is absolute and unconditional, to pay the
interest on and principal of and redemption premiums, if any, on
the Notes to the respective registered owners of the Notes at the
respective dates of maturity or upon prior redemption as provided
herein from the funds provided herein, or shall affect or impair
the right of such registered owners, which is also absolute and
unconditional, to institute suit to enforce such payment by
virtue of the contract embodied herein and in the Notes.
A waiver of any default or breach of duty or contract
by any registered owner of any Note shall not affect any
subsequent default or breach of duty or contract and shall not
impair any rights or remedies on any such subsequent default or
breach of duty or contract, delay or omission by any registered
owner of any Note to exercise any right or remedy accruing upon
any default or breach of duty or contract shall impair any such
right or remedy or shall be construed to be a waiver of any such
default or breach of duty or contract or an acquiescence therein,
and every right and remedy conferred upon such registered owners
by the Law or hereby may be enforced and exercised from time to
time and as often as shall be deemed expedient by such registered
owners.
If any action, proceeding or suit to enforce any right
or exercise any remedy is abandoned or determined adversely to
any registered owner of a Note, the District and such registered
owner shall be restored to their former positions, rights and
remedies as if such action, proceeding or suit had not been
brought or taken.
No remedy herein conferred upon or reserved to the
registered owners of the Notes is intended to be exclusive of any
other remedy, and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or
otherwise, and may be exercised without exhausting and without
regard to any other remedy conferred by the Law or any other law.
SECTION 15. Amendment or Supplement of the Indenture.
The Indenture and the rights and obligations of the District and
of the registered owners of the Notes may be amended or
supplemented at any time by the execution and delivery of a
Supplemental Indenture by the District and the Trustee, which
Supplemental Indenture shall become binding when the written
consents of the registered owners of sixty per cent (60%) or more
in aggregate principal amount of the Notes then Outstanding
(exclusive of Notes disqualified as provided herein) are filed
with the Trustee. No such amendment or supplement shall
(1) extend the maturity of or reduce the interest rate on or
otherwise alter or impair the obligation of the District to pay
SM-37183.2 32
the interest on or principal of or redemption premium, if any, on
any Note at the time and place and at the rate and in the
currency and from the funds provided herein without the express
written consent of the registered owner of such Note, or
(2) permit the issuance by the District of any obligations
payable from the proceeds of the Limited Taxes other than as
provided herein, or jeopardize the ability of the District to
levy and collect the Limited Taxes, or (3) reduce the percentage
of Notes required for the written consent to any such amendment
or supplement, or (4) modify any rights or obligations of the
Trustee without its prior written assent thereto.
The Indenture and the rights and obligations of the
District and of the registered owners of the Notes may also be
amended or supplemented at any time by the execution and delivery
of a Supplemental Indenture by the District and the Trustee,
which Supplemental Indenture shall become binding upon execution
without the prior written consent of any registered owners of the
Notes, but only to the extent permitted by law and after
receiving an approving opinion of Counsel and only for any one or
more of the following purposes
(a) To add to the agreements and covenants required
herein to be performed by the District other agreements and
covenants thereafter to be performed by the District which
shall not (in the opinion of the District) adversely affect
the interests of the registered owners of the Notes, or to
surrender any right or power reserved herein to or conferred
herein upon the District which shall not (in the opinion of
the District) adversely affect the interests of the
registered owners of the Notes;
(b) To make such provisions for the purpose of curing
any ambiguity or of curing, correcting or supplementing any
defective provision contained herein or in regard to
questions arising hereunder which the District may deem
desirable or necessary and not inconsistent herewith and
which shall not (in the opinion of the District) adversely
affect the interests of the registered owners of the Notes;
(c) To make such additions, deletions or modifications
as may be necessary or appropriate to insure compliance with
Section 148 (f) of the Code relating to the required rebate
of excess investment earnings to the United States of
America, or otherwise as may be necessary to insure
exclusion from gross income for purposes of federal income
taxation of the interest on the Notes; or
(d) To make such additions, deletions or modifications
as may be necessary or appropriate to maintain any then
current rating by either Moody's Investors Service or
Standard & Poor's Corporation on the Notes.
SF2-37183.2 33
Notes owned or held for the account of the District
shall not be deemed Outstanding for the purpose of any consent or
other action or any calculation of Outstanding Notes provided for
in this section and shall not be entitled to consent to or take
any other action provided for in this section.
After the effective date of any action taken as
hereinabove provided, the District may determine that the Notes
may bear a notation by endorsement in form approved by it as to
such action, and in that case upon demand of the registered owner
of any Note Outstanding on such effective date and presentation
of his Note for such purpose at the principal corporate trust
office of the Trustee in San Francisco, California, a suitable
notation as to such action shall be made on such Note. If the
District shall so determine, new Notes so modified as, in the
opinion of the District, shall be necessary to conform to such
action shall be prepared and executed, and in that case upon
demand of the registered owner of any Note Outstanding on such
effective date such new Notes shall, upon surrender of such
Outstanding Notes, be exchanged at the principal corporate trust
office of the Trustee in San Francisco, California, without cost
to each registered owner for Notes then outstanding.
The provisions of this section shall not prevent any
registered owner of the Notes from accepting any amendment or
supplement as to any particular Notes held by such registered
owner; provided, that due notation thereof is made on such Notes.
SECTION 16. Benefits of the Indenture Limited to
Certain Parties, Successor is Deemed Included in All References
to Predecessor. Nothing contained herein, express or implied, is
intended to give to any person other than the District, the
Board, the Trustee and the registered owners of the Notes any
right, remedy or claim under or by reason hereof, and any
agreement or covenant required herein to be performed by or on
behalf of the District or the Board or any officer or employee
thereof shall be for the sole and exclusive benefit of the
Trustee and the registered owners of the Notes. Whenever either
the District or the Board or any officer or employee thereof is
named or referred to herein, such reference shall be deemed to
include the successor to the powers, duties and functions with
respect to the administration, control and management of the
affairs of the District that are presently vested in the District
or the Board or such officer or employee, and all agreements and
covenants required herein to be performed by or on behalf of the
District or the Board or any officer or employee thereof shall
bind and inure to the benefit of the respective successors
thereof whether so expressed or not.
SECTION 17. Partial Invalidity. If any one or more of
the agreements, conditions, covenants or terms or portions
thereof required hereby to be observed or performed by the
District or the Board or any officer or employee thereof or the
SF2-37183.2 34
i
Trustee should be contrary to law, then such agreement or
agreements, such condition or conditions, such covenant or
covenants or such term or terms or such portions thereof shall be
null and void and shall be deemed separable from the remaining
agreements, conditions, covenants or terms or portions thereof
and shall in no way affect the validity hereof or of the Notes;
and the registered owners of the Notes shall retain all the
rights and benefits accorded to them under the Law or any other
applicable provisions of law. The District hereby declares that
it would have executed the Indenture and each and every other
article, section, paragraph, subdivision, sentence, clause and
phrase hereof and would have authorized the issuance of the Notes
pursuant hereto irrespective of the fact that any one or more of
the articles, sections, paragraphs, subdivisions, sentences,
clauses or phrases hereof or the application thereof to any
person or circumstance may be held to be unconstitutional,
unenforceable or invalid.
SECTION 18. Effective Date of the Indenture. The
Indenture shall take effect from and after its execution and
delivery.
SF2-37183.2 35
IN WITNESS WHEREOF the P
Mid peninsula Regional Open
P g
Space District has caused the Indenture to be signed in its name
by its President and its seal to be hereunto affixed and to be
attested by its Secretary, and First Interstate Bank of
California, as Trustee, in token of its acceptance of the trusts
created hereunder, has caused the Indenture to be signed in its
corporate name by its officer thereunto duly authorized, all as
of the date and year first above written.
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
By
President of the
Board of Directors
[SEAL]
ATTEST:
i
Secretary of the
Board of Directors
FIRST INTERSTATE BANK OF
CALIFORNIA,
as Trustee
By
Authorized Officer
I
SF2-37183.2 36
F-I
__
EXHIBIT A
I
[TO COME]
I
11
i
i
SF2-37193.2 A-1
$15,000,000*
PURCHASE CONTRACT
Midpeninsula Regional Open Space District
1995 Promissory Notes
THIS AGREEMENT, is made and entered into as of this th day of December
1994, by and between the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, duly
organized and existing under the laws of the State of California(the "District") and Stone &
Youngberg, (the "Underwriter");
WIINESSEIR :
WHEREAS,the District wishes to undertake the financing of land and the refinancing of
prior debt. The District is authorized pursuant to the laws of the State of California to cause the
sale of notes for such purposes; and
WHEREAS,the District desires to cause the sale and the Underwriter desires to buy and
offer to the public such notes;
NOW,THEREFORE, in consideration of the promises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:
Section 1. Obligation to Purchase. The Underwriter agrees to purchase and the District
agrees to deliver$15,000,000* aggregate principal amount of 1995 Promissory Notes, dated
January 1, 1995 (the "Notes") in the annual principal amounts, at the annual interest rates, and at
the prices set forth in Exhibit A, incorporated herein by reference, and as described in the
Indenture of Trust relating to the Notes between the District and the Trustee executed and entered
into as of January 1, 1995 (the "Indenture") and the Preliminary Official Statement dated
December_, 1994, as amended and supplemented by the Final Official Statement, relating to
the Notes, including the Appendices thereto (the "Official Statement") subject to the conditions
set forth in this Purchase Contract. The Underwriter will not be under any obligation under this
Purchase Contract to purchase less than all of the Notes.
Section 2 Purchase Price. The purchase price of the Notes will be $
plus accrued interest on the Notes from January 1, 1995, to the date of delivery thereof. Such
purchase price is based on the par amount of Notes less an Underwriter's discount of
$ and less an original issue discount to investors of$
The good faith check in the amount of$50,000, which has been tendered herewith to the District,
wil'I be returned to the Underwriter at the Closing. In the event that the Underwriter terminates
this Purchase Contract pursuant to Section 7 hereof, the District will return such good faith check
to the Underwriter. In the event the Underwriter fails(other than for a reason permitted
hereunder)to accept delivery and pay for the Notes as herein provided, such check will be
Preliminary, subject to change.
retained by the District as and for full liquidated damages for such failure and for any default
hereunder on the part of the Underwriter and neither party hereto will have any further rights
against the other hereunder.
Section 3. Delivery of and Payment for the Notes. The Closing will take place on
January 19, 1995 in San Francisco, California, or at such other time and place as may be
mutually agreeable to the District and the Underwriter. At the Closing, the Trustee will deliver
or cause to be delivered to the Underwriter the Notes in book-entry only form together with the
other documents hereinafter mentioned,against delivery of federal funds to the order of the
District in the amount of the purchase price, plus accrued interest with respect to the Notes from
January 1, 1995 to the date of delivery.
Section 4. The Notes. The Notes will be delivered under the provisions of the
Indenture. The Notes will be in book-entry only form, in denominations of five thousand dollars
($5,000) or in integral multiples thereof
Section 5. Representations and Warranties of the District. The District represents
and warrants to the Underwriter that:
(1) The District is duly organized and existing under and by virtue of the laws of the
State of California and has all necessary power and authority to enter into this Purchase Contract.
(2) To the best knowledge of the District, the execution and delivery of this Purchase
Contract, the Indenture and compliance with the provisions thereof, will not conflict with, or
constitute a breach of or default under, the District's duties under said documents or any law,
administrative regulation, court decree, resolution, charter, bylaws or other agreement to which
the District is subject to or by which it is bound.
(3) To the best knowledge of the District, there is no action, suit, proceeding or
investigation at law or in equity before or by any court or governmental agency or body pending
or threatened against the District to restrain or enjoin the delivery of the Notes, or in any way
contesting or affecting the validity of this Purchase Contract, the Indenture, the Notes or
contesting the powers of the District to enter into or perform its obligations under any of the
foregoing to which it is a party.
(4) The information contained in the Preliminary Official Statement dated
December—, 1994 is true and correct in all material respects and such information does not
contain any untrue or misleading statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
Section 6. Conditions Precedent to Closing. Conditions precedent to the Closing (to
be satisfied in form and substance satisfactory to the Underwriters) are as follows:
(1) Delivery of the Notes, the Indenture, and this Purchase Contract in form and
substance acceptable to Orrick, Herrington& Sutcliffe ("Bond Counsel").
-2-
(2) Opinion, dated the date of Closing, of Bond Counsel, that interest with respect to
the Notes will be excluded from gross income for the purposes of income taxation by the United
States of America and will be exempt from personal income taxation imposed by the State of
California.
(3) Opinion of the District's Counsel dated the date of Closing as to the due
authorization, execution and delivery by the District of the Indenture, and this Purchase Contract
and as to the legal, valid and binding nature thereof.
(4) Such other Notes, instruments or opinions as the Underwriter may deem necessary
or desirable to evidence the due authorization, authentication and delivery of documents
pertaining to this transaction and the legal, valid and binding nature thereof, as well as
compliance with all parties with the terms and conditions hereof.
Section 7. Events Permitting the Underwriters to Terminate. The Underwriter may
terminate its obligation to purchase the Notes at any time before Closing if any of the following
occurs:
(1) Any legislative, executive or regulatory action or any court decision, which, in the
judgment of the Underwriter, casts sufficient doubt on the legality of or the tax-exempt status of
interest on obligations such as the Notes so as materially to impair the marketability or to reduce
the market price of such obligations;
(2) Any action by the Securities and Exchange Commission or a court which would
require registration of the Notes under the Securities Act of 1933, as amended, in connection
with the public offering thereof,
(3) Any restriction or trading in securities, or any banking moratorium, or the inception
or escalation of any war or major military hostilities which, in the judgment of the Underwriter,
substantially impairs the ability of the Underwriter to market the Notes; or
(4) Any event or condition which, in the judgment of the Underwriter, renders untrue or
incorrect, in any material respect as of the time to which the same purports to relate, the
information, including the financial statements, contained in the Official Statement, or which
requires that information not reflected in such Official Statement should be reflected therein in
order to make the statements and information contained therein not misleading in any material
respect as of such time.
-3-
(5) Any threatened or pending litigation that, in the opinion of the Underwriter affects
the marketability of the Notes or their validity.
(6) Any conditions as set forth in Section 6 (Conditions Precedent to Closing) are not
met to the satisfaction of the Underwriter.
Section 8. Fees and Expenses. The Underwriter will pay the costs and expenses
incurred in connection with this financing including advertising and selling expenses.
The District will pay all other costs in connection with the sale and delivery of the Notes,
including the cost of printing or reproducing the Preliminary Official Statement, the Final
Official Statement and the Notes, the fees of the Trustee, the fees and disbursements of Bond
Counsel, the rating agency fees, insurance premiums, and the fees and disbursements of any
other experts or consultants retained by the District.
Section 9. Notices. Any notices to be given to the Underwriter will be given in writing
to Stone & Youngberg, 50 California Street, 35th Floor, San Francisco, California 94111. Any
notices to be given to the District will be given in writing to the Midpeninsula Regional Open
Space District, 330 Distel Circle, Los Altos, CA 94022, Attn: L. Craig Britton, General
Manager.
Section 10. No Assignment. This Purchase Contract has been entered into by the
District, and the Underwriter, and their successors or assigns and no person other than the
foregoing will acquire or have any right under or by virtue of this Purchase Contract. All of the
representations, warranties and agreements contained in this Purchase Contract will survive the
delivery of and payment of the Notes and any termination thereof.
Section 11. Applicable Law. This Purchase Contract will be interpreted, governed and
enforced in accordance with the laws of the State of California.
Section 12. Severability. In the event any provision of this Purchase Contract will be
held invalid or unenforceable by any court of competent jurisdiction, such holding will not
invalidate or render unenforceable any other provision hereof.
MIDPENINSULA REGIONAL STONE& YOUNGBERG
OPEN SPACE DISTRICT
By: By:
Partner
Title:
[SF943010.010]
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i
a
I
EXHIBIT A
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
1995 Promissory Notes
Maturity Date Principal Amount Interest Rate Price
9/1/97
9/1/98
9/1/99
9/1/00
9/1/01
9/1/02
9/1/03
9/1/04
9/1/OS
9/1/06
9/1/07
9/1/08
9/1/09
9/1/10
9/1/11
9/1/12
9/1/13
9/1/14
[To be completed at pricing]
I
A-1
Q PRET (ARY OFFICIAL STATEMENT DATED 1994
NEW ISSUE—FULL BOOK-EN-_.i RATING: Standard & Poor's:
►- X (See "RATING" herein.)
In the opinion of Orrick, Herrington&Sutchfje, Bond Counsel, based on existing laws, regulations, rulings and court decisions and
ei it assuming, among other matters, compliance with certain covenants, interest on the 1995 Notes is excluded from gross income for federal
Hincome tax purposes and is exempt from State of California personal income taxes. In the opinion of Bond Counsel, interest on the 1995
oNotes is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes,although Bond Counsel
$, 3 observes that is included in adjusted current earnings in calculating federal corporate alternative minimum taxable income. Bond Counsel
_lw= expresses no opinion regarding other federal or state income tax consequences relating to the ownership or disposition of, or the accrual or
a receipt of interest on, the 1995 Notes. See "TAX MATTERS"herein.
$1590009000*
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
1995 PROMISSORY NOTES
o (Santa Clara and San Mateo Counties, California)
V
�i
o` Dated:January 1, 1"5 Due: September 1, as shown below
This cover page contains certain information for general reference only.It is not a summary of this issue.Investors are advised to
read the entire Official Statement to obtain information essential to the making of an informed investment decision.
w The District's 1995 Promissory Notes(the"1995 Notes")are being issued for the purposes of acquiring land and facilities within
y r 50 the District to preserve and use as open space,to refund Notes issued in 1987,to advance refund a portion of Notes issued in 1990,to
fund a reserve fund and to pay costs of issuance of the 1995 Notes.
o `o The 1995 Notes will bear interest payable semiannually on March 1 and September 1 of each year commencing September 1, 1995.
99 to will be initially delivered only in book-entry form registered to Cede&Co.as nominee of The Depository Trust
_C The 1 5 Notes vs Y Y rY � 8 Po rY
a Company("DTC").Principal of the 1995 Notes will be payable at the principal corporate trust office of the Trustee,First Interstate
g .71
g I Bank of California,in California,to DTC,which will in turn remit such principal or redemption price and interest to the
Ca DTC participants,which will in turn remit such principal or redemption price and interest to the Beneficial Owners of the 1995 Notes,
0
as described herein. DTC will act as securities depository for the 1995 Notes. Individual purchases will be made in book-entry only
form in the principal amount of $5,000 or integral multiples thereof. Purchasers of the 1995 Notes will not receive instruments
15 representing their interests in the 1995 Notes purchased.See"THE 1995 NOTES—Description of the 1995 Notes"and"—Book-
°" ° Entry Only System."
The 1995 Notes maturing on or after September 1,2005,are subject to optional redemption prior to maturity on any interest
y H payment date on or after September 1,2004,in whole or in part in any manner determined by the District and by lot within any one
`o maturity, at the prices described herein. See"THE 1995 NOTES—Optional Redemption" herein.
The 1995 Notes are limited obligations of the District payable from limited ad valorem property taxes levied upon all taxable
V eg property within the District by the Board of Supervisors of Santa Clara County and by the Board of Supervisors of San Mateo County
�+ = and allocated to the District under applicable law,and from any other funds legally available therefor.The 1995 Notes are payable on a
o parity with the District's outstanding 1988 Notes,1990 Notes and 1992 Notes left outstanding after this partial advance refunding,and
8 certain land purchase contracts,as more fully described herein.The full faith and credit or taxing power of the District is not pledged
for the payment of the 1995 Notes, and the 1995 Notes are not secured by a legal or equitable pledge of, or charge, lien or
encumbrance on,any property of the District or any of its income or revenue.The 1995 Notes are not a debt of the State of California
e u or any of its political subdivisions,other than the District,and neither the State nor any of its political subdivisions,other than the
oo District,is liable therefor,nor in any event will the 1995 Notes be payable out of any funds or properties other than those of the District
•v v as set forth in the Indenture for the 1995 Notes.
MATURITY SCHEDULE*
`pp9 pp e Interest Yield or Interest Yield or
Q ` c Due Sept. 1 Principal Rate Price Due Sept. 1 Principal Rate Price
R 1997 $ % % 2006 $ % %
a 0 1998 2007
1999 2008
•_' 2000 2009
2001 2010
e° 2002 2011
•o H 2O03 2012
�= a 2004 2013
r' w 'r 2005 2014
(Plus Accrued Interest,If Any)
O 3 v The 1995 Notes are offered when,as,and if issued,subject to the approval of legality by Orrick,Herrington&Sutcliffe,San Francisco,
' California. Certain legal matters will be passed upon for the District by its General Counsel. It is expected that the 1995 Notes will be
a c available for delivery to DTC in New York, New York on or about January 19. 1995.
y ° Stone & Youngberg
L � y
a � o
r :. A • Preliminary, subject to change.
[S&Y DOC SF942770.011 DATED 12/06/94]
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Santa Clara and San Mateo Counties, California
Board of Directors
Virginia Babbitt, Mountain View- President
Peter W. Siemens, Los Gatos - Vice President
Robert J. McKibbin, Cupertino - Treasurer
Ernestine U. Henshaw, Sunnyvale - Secretary
Elizabeth S. Crowder, Portola Valley - Director
Wim de Wit, San Carlos - Director
Nonette G. Hanko, Palo Alto - Director
District Staff
L. Craig Britton, General Manager
Michael L. Foster, Controller
Susan Schectman, General Counsel
SPECIAL SERVICES
Bond Counsel
Orrick, Herrington& Sutcliffe
San Francisco, California
Trustee
First Interstate Bank of California
San Francisco, California
[S&Y DOC SF942770.011 DATED 12/06/94]
No dealer, broker, salesperson or other person has been authorized by the District or the
Underwriter to give or to make any representations other than those contained herein and, if
given or made, such other information or representation must not be relied upon as having been
authorized by the District or the Underwriter. This Official Statement does not constitute an
offer to sell or the solicitation of an offer to buy nor will there be any sale of the 1995 Notes by
any person in any jurisdiction in which it is unlawful for such person to make such an offer,
solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers of the
1995 Notes. Statements contained in this Official Statement which involve estimates, forecasts,
projections or matters of opinion, whether or not expressly so described herein, are intended
solely as such and are not to be construed as a representation of facts.
The information set forth herein has been obtained from the District and from other
sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness,
and is not to be construed as a representation by the Underwriter. The information and
expressions of opinion herein are subject to change without notice and neither delivery of this
Official Statement nor any sale made hereunder will, under any circumstances, create any
implication that there has been no change in the affairs of the District or the Counties since the
date hereof.
All of the summaries contained herein of the authorizing indenture and other documents
referred to herein are made subject to the provisions of such documents respectively, and do not
purport to be complete statements of any or all of such provisions. Reference is hereby made to
such documents on file with the District for further information in connection therewith. All
capitalized terms used herein and not normally capitalized have the meanings assigned to them in
the Indenture (as defined herein), unless otherwise stated in this Official Statement.
IN CONNECTION WITH THIS OFFICIAL STATEMENT, THE UNDERWRITER
MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE AND MAINTAIN
THE MARKET PRICE OF THE 1995 NOTES AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
[S&Y DOC SF942770.011 DATED 12/06/941
TABLE OF CONTENTS
INTRODUCTION.................................................................................................... I
THE1995 NOTES ................................................................................................... 3
THEREFUNDING PLAN ......................................................................................... 8
SECURITY AND SOURCE OF PAYMENTS.................................................................. 9
THEINDENTURE .................................................................................................. I I
THEPROJECT....................................................................................................... 15
THEDISTRICT...................................................................................................... 15
ESTIMATED TAX REVENUES AND NOTE RETIREMENT.............................................. 18
DISTRICT FINANCIAL INFORMATION...................................................................... 27
CONSTITUTIONAL AND STATUTORY TAX LIMITATIONS ........................................... 32
LEGAL................................................................................................................. 33
TAXMATTERS ..................................................................................................... 33
LEGALITY FOR INVESTMENT................................................................................. 34
RATING............................................................................................................... 34
LITIGATION ................................... ..................................................................... 35
UNDERWRITING ................................................................................................... 35
AVAILABILITY OF DOCUMENTS............................................................................. 35
MISCELLANEOUS ................................................................................................1 36
APPENDIX A - DISTRICT'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED
MARCH 31, 1994 ....... ...................................................................... A-1
APPENDIX B - GENERAL AND ECONOMIC INFORMATION SANTA CLARA COUNTY AND
SAN MATEO COUNTY...................................................................... B-1
APPENDIX C - FORM OF BOND COUNSEL'S OPINION................................................. C-1
[S&Y DOC SF942770.011 DATED 12/06/94]
$15,000,000-
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
1995 PROMISSORY NOTES
(Santa Clara and San Mateo Counties, California)
INTRODUCTION
This Official Statement, including the cover page and the appendices hereto (the "Official
Statement") is provided to furnish information in connection with sale of the $15,000,000*
aggregate principal amount of Midpeninsula Regional Open Space District 1995 Promissory
Notes (the "1995 Notes") being issued pursuant to an Indenture of Trust dated as of January 1,
1995 (the "Indenture"). The 1995 Notes are being issued in book-entry only form in accordance
with the provisions of Article 3 of Chapter 3 of Division 5 of the Public Resources Code of the
State of California, as amended and supplemented (the "Law"), for the purposes of acquiring
land and facilities to preserve and use as open space, refunding Notes issued in 1987, advance
refunding in part Notes issued in 1990, funding a reserve fund and paying costs of issuance of the
1995 Notes.
The Midpeninsula Regional Open Space District (the "District"), which was established
by the voters in 1972, includes approximately 330 square miles of land within Santa Clara
County and San Mateo County (collectively, the "Counties") on the peninsula south of San
Francisco, California, plus approximately 1.2 square miles of land in Santa Cruz County. The
1994 population of the District is approximately 621,600. District policies are the responsibility
of a seven member Board of Directors elected from seven wards within the District.
The 1995 Notes are limited obligations of the District payable from limited ad valorem
property taxes levied upon all taxable property within the District by the Board of Supervisors of
Santa Clara County and by the Board of Supervisors of San Mateo County and allocated to the
District under applicable law (sometimes herein referred to as "Limited Taxes"), and from any
other funds legally available therefor. Although a portion of the District lies in Santa Cruz
County, no property taxes are levied and collected for the District by the Board of Supervisors of
Santa Cruz County. The full faith and credit or taxing power of the District is not pledged for the
payment of the 1995 Notes, and the 1995 Notes are not secured by a legal or equitable pledge of,
or charge, lien or encumbrance on, any property of the District or any of its income or revenue.
The 1995 Notes will be secured on a parity with the District's $11,800,000 outstanding principal
amount of 1988 Promissory Notes (the "1988 Notes"), $11,500,000 outstanding principal amount
of 1990 Promissory Notes (the 1990 Notes"), and the $8,000,000 outstanding principal amount
of 1992 Promissory Notes (the 1992 Notes") (such 1988 Notes, 1990 Notes, 1992 Notes and the
1995 Notes being herein referred to as the "Notes"). The 1995 Notes will also be secured on a
parity with certain land purchase contracts of the District in the outstanding principal amount of
$57,700 as of December 31, 1994 (the "Parity Land Contracts" and together with the Notes, the
*Preliminary, subject to change.
-I-
[S&Y DOC SF942770.011 DATED 12106/94]
"Parity Debt"). In addition, the District has outstanding other obligations payable from its
legally available funds and the District intends to issue additional obligations on a parity with the
Notes upon the satisfaction of certain conditions precedent set forth in the Indenture. See
"SECURITY AND SOURCE OF PAYMENT," "THE INDENTURE" and "DISTRICT
FINANCIAL INFORMATION" herein.
The District has projected that, during the fiscal year 1995-96, total revenues available to
pay debt service on the Notes and other obligations is estimated by the District to be
approximately 3.13 times 1995-96 debt service on the District's outstanding Notes, Parity Land
Contracts and other obligations following the issuance of the 1995 Notes. See "ESTIMATED
TAX REVENUES AND NOTE RETIREMENT" herein for further information regarding the
District's outstanding indebtedness and the assumptions underlying the District's revenue
projections. See also "DISTRICT FINANCIAL INFORMATION -- Other Outstanding Debt."
The amount of property tax revenues allocated to the District is primarily a function of the
assessed value of properties in the tax code areas comprising the District, the rates at which such
properties are taxed by the Counties and the allocation formula applied to property tax revenues.
The reduction of assessed values of taxable property in the District caused by economic factors
beyond the District's control, or the complete or partial destruction of such property, or a change
in the property tax rates or in the property tax allocation formula established by California law
could cause a reduction in the tax revenues of the District. Such reduction of tax revenues could
have an adverse effect on the District's ability to make timely payments of principal of,
redemption premium, if any, and interest on the Notes. Likewise, delinquencies in the payment
of property taxes could have an adverse effect on the District's ability to make timely debt service
payments.
With the exception of the audited financial statements of the District for the year ended
March 31, 1994 contained in Appendix A, the financial and statistical information contained
herein has been obtained from the records of the District and from certain other sources and such
financial information has not been audited or reviewed by the independent auditors for the
District. There is no assurance that the numbers contained in the financial projections contained
herein will be met, or that the assumptions on which such projections were made will conform to
actual experience. If actual experience should deviate significantly from the assumptions upon
which such projections were made, the moneys available to the District for the payment of the
principal of, redemption premium, if any, and interest on the 1995 Notes may be insufficient to
make such payments.
-2-
[S&Y DOC SF942770.011 DATED 12/06/94]
THE 1995 NOTES
Authority for Issuance
The issuance of the 1995 Notes by the District is authorized pursuant to the Law and the
Indenture.
Section 5544.2 of the Law provides, in part, that the District may incur indebtedness,
whether by borrowing money or by purchasing on contract, to acquire necessary and proper land
and facilities. The amount of such indebtedness incurred may not exceed an amount equal to the
anticipated tax income of the District over the next five-year period. Following the issuance of
the 1995 Notes, the outstanding indebtedness of the District under Section 5544.2 of the Law
will represent approximately 83% of the Limited Taxes anticipated to be received by the District
from April 1, 1995 through March 31, 2000.
Description of the 1995 Notes
The 1995 Notes will bear interest payable semiannually on March I and September I of
each year commencing September 1, 1995 at the rates per annum and will mature on the dates
and in the principal amounts shown on the cover page of this Official Statement.
The 1995 Notes will be issued in book-entry only form, in the denomination of$5,000 or
any integral multiple thereof. The 1995 Notes will be initially registered in the name of Cede &
Co., as nominee of The Depository Trust Company, and will be evidenced by one 1995 Note
maturing on each maturity date set forth on the cover of this Official Statement. Principal of the
1995 Notes and interest due at maturity or upon prior redemption will be payable upon surrender
of the 1995 Notes only at the principal corporate trust office of First Interstate Bank of California
(the "Trustee") in San Francisco, California. Payment of interest on the 1995 Notes, except at
maturity or upon prior redemption, will be made by check mailed on each interest payment date
to the registered owner as its name and address appear at the close of business on the fifteenth
day of the month next preceding each interest payment date in the register kept by the Trustee as
registrar for the District except that in the case of a registered owner of$1,000,000 or more in
principal amount of Notes outstanding, payment will be made at such owner's option by wire
transfer of immediately available funds according to written instructions provided by such owner
to the Trustee at least 15 days before such interest payment date). See "Book-Entry Only
System" below.
Optional Redemption
The 1995 Notes maturing by their terms on or after September 1, 2005, are subject to
optional redemption by the District on any interest payment date on or after September 1, 2004,
and prior to their respective maturity dates, as a whole, or in part in integral multiples of five,
thousand dollars ($5,000) in any manner determined by the District (and by lot within any one
maturity if less than all the 1995 Notes of any one maturity are redeemed), from any legally
-3-
[S&Y DOC SF942770.011 DATED 12/06/94]
available funds of the District, upon mailed notice as hereinafter provided, at a redemption price
equal to the following amount expressed as a percentage of the principal amount of the 1995
Notes or the portions thereof called for redemption, together with accrued interest thereon to the
date of redemption, namely:
Dates Price
September 1,2004 102.0%
March 1,2005 101.0
September 1,2005 and thereafter 100.0
Notice of Redemption
The Indenture requires the Trustee to give mailed notice of redemption of any 1995 Notes
to the registered owners of the Notes called in whole or in part and to various securities
depositories and securities information services at least thirty, but not more than sixty, days prior
to the redemption date; provided, that neither failure to receive any such notice nor any material
defect contained therein will affect the redemption of such 1995 Notes.
So long as the Book-Entry system is used for the 1995 Notes, the Trustee will give any
notice of redemption or any other notices required to be given to Owners only to DTC. Any
failure of DTC to advise any DTC Participant (as defined herein), or of any DTC Participant to
notify the Beneficial Owner (as defined herein), of any such notice and its content or effect will
not affect the validity of the redemption of the 1995 Notes called for redemption or any other
action premised on such notice. Beneficial Owners may desire to make arrangements with a
DTC Participant so that all notices of redemption or other communications to DTC which affect
such Beneficial Owners, including notification of all interest payments, will be forwarded in
writing by such DTC Participant. See "THE 1995 NOTES -- Book-Entry Only System" herein.
Note Transfer and Exchange
The 1995 Notes are transferable by the registered owner thereof, in person or by duly
authorized attorney, at the principal corporate trust office of the Trustee in San Francisco,
California, upon surrender thereof for cancellation accompanied by a duly executed written
instrument of transfer on a form approved by the Trustee, and thereupon a new 1995 Note or
1995 Notes will be issued to the transferee in exchange therefor, in the manner, subject to the
conditions and upon payment of any tax or governmental charge required to be paid with respect
to such transfer as set forth in the Indenture.
-4-
[S&Y DOC SF942770.01 1 DATED 12/06/94]
Book-Entry Only System
DTC will act as securities depository for the 1995 Notes. The 1995 Notes will be
executed and delivered as fully-registered notes registered in the name of Cede & Co. (DTC's
partnership nominee). One fully-registered note will be executed and delivered for each maturity
of the 1995 Notes, each in the aggregate principal amount due on such maturity date, and will be
deposited with DTC.
The following information has been provided by DTC and the District makes no
representation as to its accuracy or completeness. For further information, DTC may be
contacted in New York,New York.
DTC is a limited purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds securities that its participants ("DTC
Participants") deposit with DTC. DTC also facilitates the settlement among DTC Participants of
securities transactions, such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in DTC Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. "Direct Participants" include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its
participants are on file with the Securities and Exchange Commission.
Purchases of 1995 Notes under the DTC system must be made by or through Direct
Participants, which will receive a credit for the 1995 Notes on DTC's records. The ownership
interest of each actual purchaser of each 1995 Note ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the 1995 Notes are to be accomplished by
entries made on the books of DTC Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive 1995 Notes representing their ownership interests, except in
the event that use of the book-entry system for the 1995 Notes is discontinued.
To facilitate subsequent transfers, all 1995 Notes deposited by DTC Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of 1995
Notes with DTC and their registration in the name of Cede & Co. effect no change in beneficial
-5-
I
[S&Y DOC SF942770.411 DATED 12/06/94]
ownership. DTC has no knowledge of the actual Beneficial Owners of the 1995 Notes; DTC's
records reflect only the identity of the Direct Participants to whose accounts such 1995 Notes are
credited, which may or may not be the Beneficial Owners. The DTC Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the 1995 Notes. Under
its usual procedures, DTC mails an Omnibus Proxy to the issuer of the securities as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the 1995 Notes are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments and premium, if any, with respect to the 1995 Notes will
be made to DTC. DTC's practice is to credit Direct Participants' accounts on the payable date in
accordance with their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payment on the payable date. Payments by DTC Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such DTC Participant and not of DTC, the Trustee or the
District, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the Trustee; disbursement of
such payments to Direct Participants will be the responsibility of DTC; and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the
1995 Notes at any time by giving reasonable notice to the Trustee and the District. Under such
circumstances, in the event that a successor securities depository is not obtained, physical notes
are required to be printed and delivered as described in the Indenture.
In the event the District and the Trustee determine not to continue the DTC book-entry
only system or DTC determines to discontinue its services with respect to the 1995 Notes and the
District does not select another qualified securities depository, the District will deliver one or
more 1995 Notes in such principal amount or amounts, in authorized denominations, and
registered in whatever name or names, as DTC will designate. In such event, transfers and
exchanges of 1995 Notes will be governed by the provisions of the Indenture.
AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR THE 1995 NOTES,
THE TRUSTEE WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO
HOLDERS ONLY TO DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC
PARTICIPANT, OR OF ANY DTC PARTICIPANT TO NOTIFY ANY BENEFICIAL
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OWNER, OF ANY NOTICE AND ITS CONTENT OR EFFECT WILL NOT AFFECT THE
VALIDITY OR SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE
REDEMPTION OF THE 1995 NOTES CALLED FOR REDEMPTION OR OF ANY OTHER
ACTION PREMISED ON SUCH NOTICE.
THE DISTRICT, THE TRUSTEE AND THE UNDERWRITER HAVE NO
RESPONSIBILITY OR LIABILITY FOR ANY ASPECTS OF THE RECORDS RELATING
TO OR PAYMENTS MADE ON ACCOUNT OF BENEFICIAL OWNERSHIP, OR FOR
MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO
BENEFICIAL OWNERSHIP OF INTERESTS IN THE 1995 NOTES.
THE DISTRICT, THE TRUSTEE AND THE UNDERWRITER CANNOT AND DO
NOT GIVE ANY ASSURANCES THAT DTC WILL DISTRIBUTE PAYMENTS TO DTC
PARTICIPANTS OR THAT DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE
PAYMENTS WITH RESPECT TO THE 1995 NOTES RECEIVED BY DTC OR ITS
NOMINEES AS THE HOLDER OR ANY REDEMPTION NOTICES OR OTHER NOTICES
TO THE BENEFICIAL HOLDERS, OR THAT THEY WILL DO SO ON A TIMELY BASIS,
OR THAT DTC WILL SERVICE AND ACT IN THE MANNER DESCRIBED IN THIS
OFFICIAL STATEMENT.
The foregoing description of the procedures and record keeping with respect to beneficial
ownership interests in the 1995 Notes, payment of principal, redemption premium, if any, and
interest with respect to the 1995 Notes to DTC, DTC Participants or Beneficial Owners,
confirmation and transfers of beneficial ownership interests in the 1995 Notes and other related
transactions by and between DTC, DTC Participants and the Beneficial Owners is based solely
on the District's and the Trustee's understanding of such procedures and record keeping from
information provided by DTC. Accordingly, no representations can be made concerning these
matters and neither DTC, DTC Participants nor the Beneficial Owners should rely on the
foregoing information with respect to such matters, but should instead confirm the same with
DTC or DTC Participants, as the case may be. The District and the Trustee understand that the
current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and
that the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file
with DTC.
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[S&Y DOC SF942770.011 DATED 12/06/94]
THE REFUNDING PLAN
The District plans to apply proceeds of the 1995 Notes made available to it for the
purposes of (i) acquiring land and facilities to preserve and use as open space, (ii) refunding
Notes issued in 1987, (iii) advance refunding a portion of Notes issued in 1990, (iv) funding a
reserve fund and(v) paying the costs of issuance of the 1995 Notes.
The 1987 Notes were issued in March 1987 in the aggregate principal amount of
$21,200,000 to legally defease certain outstanding promissory notes of the District, prepay land
contract debt, and to finance the acquisition of land and facilities to preserve and use as open
space. A portion of the 1987 Notes were economically defeased as part of the 1990 Note issue.
The principal amount of the 1987 Notes remaining as of December 31, 1994 is $5,901,194, all of
which will be defeased by the 1995 Notes.
The 1990 Notes were issued in September 1990 in the aggregate principal amount of
$15,000,000 to refund a portion of the 1987 Notes and to finance the acquisition of open space
lands. The principal of the 1990 Notes which is legally defeasable is $3,500,000* . The 1987
Notes and 1990 Notes are together referred to herein as the "Refunded Securities".
Proceeds from the sale of the 1995 Notes, together with certain funds made available
through the defeasance of the Refunded Securities, will be deposited in trust with First Interstate
Bank of California (the "Escrow Agent") pursuant to two escrow agreements each dated as of
January 1, 1995 (the "Escrow Agreements"). One such Escrow Agreement will relate to the
1987 Notes and the other will relate to the 1990 Notes. The funds deposited pursuant to the
Escrow Agreements will be applied to the purchase of direct obligations of the United States of
America (including obligations issued or held in book-entry form on the books of the
Department of the Treasury of the United States) the timely payment of principal of and interest
on which are fully guaranteed by the United States of America (the "Escrow Securities"). The
Escrow Securities, including interest thereon, together with other moneys held pursuant to the
Escrow Agreements, will be sufficient to pay (i) the principal of and interest on the 1987 Notes
to and including March 1, 1995 when all of the 1987 Notes then remaining outstanding will be
prepaid at a prepayment price equal to 101% of the principal amount to be prepaid and (ii) the
principal of and interest on a portion of the 1990 Notes to and including September 1, 1999 when
a portion of the 1990 Notes maturing in the years 2008 through and including 2010 will be
redeemed at a redemption price equal to 102.0% of the principal amount to be prepaid. The
foregoing deposits pursuant to the Escrow Agreements will result in the defeasance of the
Refunded Securities pursuant to the provisions of the respective instruments pursuant to which
they were delivered as of the date of execution and delivery of the 1995 Notes.
The Escrow Securities and other moneys held under the Escrow Agreements are pledged
to the payment of the Refunded Securities. Neither the principal of the Escrow Securities
deposited with the Escrow Agent nor the interest thereon will be available for the payment of the
1995 Notes.
*Preliminary, subject to change.
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SECURITY AND SOURCE OF PAYMENT
Property Taxes
The 1995 Notes are payable from limited ad valorem property taxes levied upon all
taxable property within the District by the Board of Supervisors of Santa Clara County and by
the Board of Supervisors of San Mateo County, and allocated to the District under applicable
law, and from any other legally available funds of the District including, but not limited to,
subventions received from the State in lieu of property taxes, if any, certain federal and State
grants, if any, and interest earned on invested funds. The full faith and credit or taxing power of
the District is not pledged for the payment of the 1995 Notes, and the 1995 Notes are not secured
by a legal or equitable pledge of, or charge, lien or encumbrance on, any property of the District
or any of its income or revenue.
The Indenture constitutes a contract between the District and the registered owners of the
1995 Notes. The covenants and agreements set forth in the Indenture will be for the equal and
proportionate benefit, security and protection of all registered owners of the 1995 Notes and any
additional parity notes which may hereafter be issued without preference, priority or distinction
as to security or otherwise of any of such obligations over any of the other by reason of the
number or date thereof or the time of sale, execution and delivery thereof.
For the purpose of paying the principal of and interest on the 1995 Notes, until the
principal of and interest on the 1995 Notes are paid or until there is a sum in the treasury of the
District set apart for that purpose sufficient to meet all payments of principal of and interest on
the 1995 Notes as they become due, the District agrees pursuant to the Indenture annually to set
aside a portion of the limited ad valorem taxes levied upon all taxable property within the
District by the Boards of Supervisors of the Counties, and allocated to the District under
applicable law, or other legally available funds of the District, sufficient to pay such principal of
and interest on the 1995 Notes that will become due before the proceeds of a tax levied at the
next general tax levy will be available for such purpose. See "THE INDENTURE - Note Fund"
herein.
Reserve Fund (may be substituted with a surety*)
A Reserve Fund will be established for the security of the noteholders in the amount of
which is the Reserve Fund Requirement, as defined in the Indenture. An
amount equal to the Reserve Fund Requirement will be retained in the Reserve Fund and used
only for the payment of principal of, redemption premium, if any, and interest on the 1995 Notes
to the extent amounts in the Note Fund (as defined below) are insufficient therefor or for the
retirement of all outstanding 1995 Notes. Whenever any withdrawals from the Reserve Fund
reduces the balance therein below the Reserve Fund Requirement, the Reserve Fund will be
replenished to the Reserve Fund Requirement from the first available Limited Taxes, as provided
in the Indenture.
*Preliminary,subject to change.
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[S&Y DOC SF942770.011 DATED 12/06/94]
Parity Obligations
The 1995 Notes are co-equal to and are on a parity with the outstanding 1988 Notes, 1990
Notes and 1992 Notes as well as the Parity Land Contracts described below.
In February 1988, pursuant to Resolution 88-03 adopted by the Board of Directors of the
District on January 27, 1988, and an Indenture of Trust on February 1, 1988 (the "1988
Indenture") the District said the 1988 Notes in the aggregate principal amount of$12,500,000 to
finance acquisition of open space lands. The outstanding 1988 Notes mature annually from
March 1, 1994 through February 1, 2008 and bear interest at a floating rate which is based upon
prevailing market conditions and is predetermined every seven days. For the 52 weeks ending
November 9, 1994, the average interest rate for the 1988 Notes was 2.82%. As of January 1,
1995, the outstanding principal of the 1988 Notes is $11,800,000.
In September 1990, pursuant to Resolution 90-38 adopted by the Board of Directors of
the District on August 22, 1990 (the "1990 Resolution") the District sold the 1990 Notes in the
aggregate principal amount of$15,000,000 to refund a portion of the 1987 Notes, prepay certain
land contract debt and finance acquisition of open space lands. The outstanding 1990 Notes
mature annually from September 1, 1995 through September 1, 2010 and bear interest at rates
ranging from 6.5% to 7.5%. After the partial refunding of the 1990 Notes by the 1995 Notes as
described under "Refunding Plan", $11,500,000 of the original principal amount of the 1990
Notes will remain outstanding.
In December 1992, pursuant to Resolution No. 92-56 adopted by the Board of Directors
of the District on November 18, 1992 (the "1992 Resolution"), the District sold the 1992 Notes
in the aggregate principal amount of$8,000,000 to finance acquisition of open space lands. The
1992 Notes mature annually from July 1,1997 through July 1, 2012 and bear interest at rates
ranging from 5.00% to 6.35%. As of January 1, 1994 all of the $8,000,000 original principal
amount of the 1992 Notes will remain outstanding.
As of January 1, 1995, the District will have $1,947,000 aggregate principal amount of
notes representing obligations of the District under contracts for the purchase of land by the
District for open space (the "Land Contract Notes"). As of March 31, 1994, land with a cost of
approximately $3,515,050 was pledged as collateral for the Land Contract Notes. The 1995
Notes being offered herein are payable from property taxes allocated to the District and legally
available to pay the Notes and obligations of the District on a parity with the Notes (the "Limited
Tax Revenues") and other revenues as herein described, and are not secured by a pledge of any
land or other property of the District. Of the $1,947,000 total amount of Land Contract Notes
outstanding, $57,700 is payable from Limited Tax Revenues on a parity with the Notes. The
District intends to issue additional notes on a parity with the Notes in the future.
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[S&Y DOC SF942770.011 DATED 12/06/94]
THE INDENTURE
The following is a brief outline of certain provisions of the Indenture and is not to be
considered a full statement pertaining thereto. Reference is made to the Indenture for the
complete text thereof. Copies of the Indenture are available from the District.
Flow of Funds
Upon the sale and delivery of the 1995 Notes, the Treasurer of the District (the
"Treasurer") will set aside and deposit the proceeds received from such sale in the following
respective funds and in the following order of priority: first, in the 1995 Promissory Note Interest
and Principal Fund (the "Note Fund"), an amount equal to $ ; second, in the 1995
Promissory Note Reserve Fund (the "Reserve Fund"), an amount equal to $_; third, in the
1995 Promissory Note Refunding Fund (the "Refunding Fund"), an amount equal to $ ; and
fourth, in the 1995 Promissory Note Acquisition Fund (the "Acquisition Fund"), the balance of
such proceeds.
Note Fund
Under the Indenture, the District agrees and covenants that, as authorized by and subject
to the Law, until the principal of, redemption premiums, if any, and interest on the 1995 Notes
are paid in full or until there is a sum in the treasury of the District set apart for that purpose
sufficient to meet all payments of principal of, redemption premiums, if any, and interest on the
1995 Notes as they become due, it will annually set aside a portion of the limited ad valorem
taxes levied upon all taxable property in the District by the Boards of Supervisors of the Counties
and allocated to the District under applicable law, or other legally available funds of the District,
sufficient to pay such principal of, redemption premiums, if any, and interest on the 1995 Notes
that will become due before the proceeds of such tax levied at the next general tax levy will be
available for such purpose. In order to implement this covenant, the District further agrees to set
aside as soon as possible after the receipt of such taxes that become delinquent after April 10 of
each year, commencing April, 1995, an amount of such taxes or other available funds of the
District equal to the interest that becomes due and payable on the 1995 Notes on the next
succeeding September 1, plus the principal and redemption premiums, if any, on the 1995 Notes
that become due on the 1995 Notes on or prior to such date, and that it will set aside, as soon as
possible after the receipt of such taxes that become delinquent after December 10 each year,
commencing December 1995, an amount of such taxes or other legally available funds of the
District equal to the interest that becomes due and payable on the 1995 Notes on the next
succeeding March 1. Notwithstanding this covenant, the Counties have adopted the Teeter Plan,
which as long as it remains in effect, will provide the District with its apportionment of secured
taxes, including the delinquent portion. Under the Indenture, all such taxes or other legally
available funds of the District will be deposited by the District Controller in the Note Fund.
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[S&Y DOC SF942770.01 i DATED 12/06/94]
Moneys in the Note Fund are required to be used solely for the payment of the principal,
redemption premium, if any, and interest on the 1995 Notes. Pending disbursement, moneys in
the Note Fund will be deposited or invested as permitted by law and the Indenture. All proceeds
of such deposits or investments will be deposited as and when received in the Note Fund.
The covenants and agreements set forth in the Indenture are for the equal and
proportionate benefit, security and protection of all owners of the 1995 Notes, 1992 Notes, 1990
Notes and 1988 Notes and any additional notes which may be issued on a parity with the Notes,
without preference or distinction as to security or otherwise of any such obligations over any of
the other by reason of the number or date thereof or the time of sale, execution and delivery of
the 1995 Notes.
Reserve Fund
The Indenture requires that the Reserve Fund, initially funded with proceeds of the sale of
the 1995 Notes in the amount of$ (the "Reserve Fund Requirement"), be maintained at
the Reserve Fund Requirement so long as the 1995 Notes are outstanding. In the event
withdrawals from the Reserve Fund decrease the balance in the Reserve Fund to an amount less
than the Reserve Fund Requirement, the District is required to replenish the Reserve Fund from
the first available taxes and revenues of the District, proves, fever, that the District is not
obligated to replenish the Reserve Fund at any time when the sum of the amounts in the Reserve
Fund and the Note Fund is at least equal to the aggregate principal amount of the 1995 Notes
then outstanding and interest then due and thereafter to become due on such 1995 Notes. The
Indenture permits the District to withdraw any amounts in the Reserve Fund in excess of the
Reserve Fund Requirement. Furtherance, the Indenture permits the District to substitute the
Reserve Fund with a qualifying surety bond or letter of credit.
Except as previously described, all moneys in the Reserve Fund are required to be used
solely for the payment of the principal of, redemption premium, if any, and interest on, the 1995
Notes in the event and to the extent that the District has no other moneys available therefor.
Acquisition Fund
Moneys in the Acquisition Fund shall be used and withdrawn solely for paying costs of
issuance of the 1995 Notes and the financing of the Project. After the closure of the Acquisition
Fund, any moneys remaining therein will be transferred to the Note Fund.
Investment of Moneys in the Funds and Accounts
Subject to the provisions of the Internal Revenue Code of 1986, as amended, and State
law, including the Law, all moneys in the funds and accounts established under the Indenture are
to be deposited or invested as determined by the Controller so as to obtain the highest yield that
the Controller deems practicable, having due regard for the safety of such deposits and
investments; provided, that all such deposits and investments must be withdrawable or must
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[S&Y DOC SF942770.011 DATED 12/06/941
mature at such times so as to coincide as nearly as practicable with the time when such moneys
are expected to be withdrawn for use under the Indenture. Proceeds of the investment of
amounts in the funds and accounts established by the Indenture are deposited as and when
received in the fund or account in which such investments are held, except that proceeds of the
investment of amounts in the Reserve Fund are to be deposited in the Interest and Principal Fund
in accordance with the Indenture.
Covenants and Additional Debt
The District agrees and covenants that until payment in full of all the principal of,
redemption premium, if any, and interest on the 1995 Notes (or provision satisfactory for such
payment) will have been made, it will:
1. Duly and punctually pay or cause to be paid the principal of, redemption premium, if
any, and interest on the 1995 Notes in accordance with the conditions and terms
thereof and of the Indenture;
2. Incur no additional indebtedness or capital lease obligations payable from Limited
Taxes received by the District having any priority in payment to payment of the
principal of, redemption premium, if any, and interest on the 1995 Notes;
3. Incur no additional indebtedness or capital lease obligations payable from Limited
Taxes received by the District on a parity in payment with the principal of, interest
on, or redemptions premiums, if any, on the 1995 Notes unless it will have first filed
with the Trustee a certificate executed by the District Controller showing:
(i) the total Limited Taxes plus the total subventions received by the District from
the State of California in its most recent audited fiscal year, as shown by the
most recent audited financial statement of the District;
(ii) the debt service payable by the District during its next succeeding fiscal year on
all indebtedness or capital lease obligations of the District that would be payable
from the Limited Taxes on a parity with the 1995 Notes and the debt service
that is payable on the outstanding 1995 Notes in the next succeeding fiscal year;
and
(iii) that the total defined in subparagraph (i) above is at least 125% of the total
defined in subparagraph (ii) above.
"Limited Taxes" means the limited ad valorem property taxes levied on all taxable
property in the District by the Boards of Supervisors of the Counties and allocated to the District
under applicable law that are legally available to pay the 1995 Notes and any other notes and
parity debt.
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[S&Y DOC SF942770.011 DATED 12/06/94]
Prepare and adopt a budget for each fiscal year, which budget will provide for the
payment of the principal of, redemption premium, if any, and interest on the 1995 Notes
becoming due and payable in such fiscal year and for appropriations of the Limited Taxes fully
sufficient to make such payments. The budgets of the District on file with the Trustee will be
open to inspection during regular business hours by any registered owner of the 1995 Notes.
Insufficiency of Net Revenues to Pay Debt Service
The following events would result in default by the District under the Indenture,
including, (i) failure to provide due and punctual payment of the interest and principal or
redemption premium, if any, on any Note when it becomes due and payable, (ii) failure to
observe or perform in concert with any of the other agreements, conditions, covenants or terms of
the Indenture, and such default continues for 60 days after notice of default is given by the
Trustee, and (iii) filing of a petition seeking reorganization under the federal bankruptcy laws or
any other applicable law of the United States of America.
In each case during the continuance of such events of default, the Trustee may, upon the
written consent of at least 25% in aggregate principal amount of the 1995 Notes at the time
outstanding of the registered owners, (i) by suit enforce his rights against the District or any
member of the Board or officer or employee of the District and compel the District to carry out
their duties under the law and the agreements and covenants with the registered owners of the
1995 Notes, (ii) by suit enjoin any acts or things which are unlawful or violate the rights of the
registered owners of the 1995 Notes, or (iii) by suit upon the nonpayment of the 1995 Notes,
require the District to account as the trustee of an express trust. Nothing in the Indenture,
including the covenants described herein, will affect or impair the obligation of the District,
which is absolute and unconditional, to pay the interest on and principal of and redemption
premiums, if any, on the 1995 Notes to the respective registered owners of the 1995 Notes at the
respective dates of maturity or redemption.
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[S&Y DOC .3r942770.01 1 DATED 12/06/941
THE PROJECT
In addition to funding the Reserve Fund and paying costs of issuance of the 1995 Notes,
proceeds of the 1995 Notes will be used by the District to acquire necessary and proper lands and
facilities for preservation and use as open space (the "Project") in accordance with the Law. See
"THE DISTRICT - Objectives and Operations" below.
THE DISTRICT
Location and Size
On November 7, 1972, the citizens of northwestern Santa Clara County voted to establish
the Midpeninsula Regional Park District under provisions of the Law. On July 7, 1976, after
another public vote the District expanded its boundaries by annexing the southeastern portion of
San Mateo County. The District was subsequently renamed the "Midpeninsula Regional Open
Space District."
The approximately 331 square miles of the District include about 200 square miles within
Santa Clara County and 130 square miles within San Mateo County, constituting approximately
61% and 39% respectively of the total District area. In 1992, approximately 1.2 square miles of
land in Santa Cruz County was also annexed to the District, although the District receives no
portion of the property taxes attributable to this land. The southwestern border of the District
falls approximately along the ridgeline of the coast range which bisects the San Francisco
Peninsula into the coastside and bayside regions. The coastside is predominately rural in
character, with limited areas of flat land on the ocean terraces and vast areas of steep, forested
ridges and canyons located inland. The District is located on the bayside which has more gentle
topography characterized by substantially level areas and rolling plains which have been more
favorable for development. The District's northeast border is the San Francisco Bay.
The District is composed of the incorporated communities of Palo Alto, Mountain View,
Los Altos, Los Altos Hills, Sunnyvale, Cupertino, Saratoga, Monte Sereno, and Los Gatos and
adjacent unincorporated areas located in Santa Clara County, the incorporated communities of
Woodside, San Carlos, Menlo Park, East Palo Alto, Atherton, Portola Valley and Redwood City
and adjacent unincorporated areas located in San Mateo County. The small portion of the
District in Santa Cruz County is in an unincorporated area. The District encompasses a
population of approximately 621,600 persons.
Management
The seven-member elected District Board of Directors originates, guides, and enforces
District policies. Members of the Board of Directors are elected for staggered four-year terms
from seven wards within the District.
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[S&Y DOC SF942770.011 DATED 12/06/94]
The following are the current Board members:
Virginia Babbitt, President Elizabeth S. Crowder, Director
Peter W. Siemens, Vice President Wim de Wit, Director
Robert J. McKibbin, Treasurer Nonette G. Hanko, Director
Ernestine U. Henshaw, Secretary
L. Craig Britton is the District's General Manager and is responsible for the
administration of the District's affairs. Mr. Britton joined the District in 1977 as Land
Acquisition Manager and in 1979 also assumed the duties of Assistant General Manager. Prior
to his involvement with the District, Mr. Britton worked for the Counties of Marin and Santa
Cruz and the State of California with duties including acquisition and property management. Mr.
Britton attended Claremont Men's College and San Francisco State College where he received a
B.A. in Business.
Michael L. Foster has been Controller of the District since 1978. In addition to his
responsibility with the District, Mr. Foster is also the Vice President - Financial Planning and
Treasurer of California Microwave, Inc., a communications equipment manufacturer. Mr. Foster
received both an undergraduate degree in economics and a Master of Business Administration
from Stanford University.
The District currently has 47 full-time employees, 3 part-time employees, and 3 seasonal
employees.
Objectives and Operations
Preservation of open space is the principal objective of the District. "Open space" is
generally defined by the District as any land or water area which remains in a natural state, is
used for agriculture, or is otherwise essentially undeveloped.
The Master Plan of the District (the "Master Plan"), which was adopted initially by the
District Board of Directors on December 14, 1977 and January 11, 1978, defines acquisition
policies and the role the District will play in the preservation of open space. According to the
Master Plan, the District seeks to preserve open space for the following purposes: for the
protection of natural vegetation, for the protection of wildlife, for outdoor recreation, for guiding
urban form, for scenic preservation, for the preservation of unique sites, for the protection of
agriculture, for the production of minerals and for the protection of public health and safety.
Under certain circumstances the District may acquire undeveloped land within an urbanized area.
The Master Plan of the District defines acquisition policies and the role the District will
play in the preservation of open space and reflects the roles the District believes other public
agencies and private organizations should play in the preservation of open space. The Master
Plan map was based on an open space lands evaluation.
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[S&Y DOC SF942770.011 DATED 12/06/941
The District's most effective method for the preservation of open space is the purchase of
land with District revenues and from the proceeds of its debt obligations. Other sources of
revenues for acquiring land for open space purposes include obtaining State and federal grants
for the land purchases. From time to time the District also receives gifts of open space land and
participates in joint projects with other governmental agencies and private non-profit
organizations to acquire and maintain open space lands.
The District has the power of eminent domain. However, the District does not have
regulatory power over lands other than those it owns. Consequently, it cannot adopt zoning
ordinances or regulations affecting lands not owned by the District. The power to protect open
space by regulating land use is held primarily by the cities located within the District and by the
Counties.
It is the policy of the current Board of Directors that during the next several years as
much as possible of the District's financial resources will be devoted to acquiring open space
lands before the land is developed and land costs become prohibitive. In keeping with this land
acquisition policy, administrative costs are projected to be kept to a minimum, but land
management expenditures are anticipated to be an increasing percentage of annual tax revenue.
Approximately 37,200 acres of open space land had been preserved by the District as of
January 1, 1994. The use of proceeds of the 1995 Notes will add additional land to the District's
current open space holdings.
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ESTIMATED TAX REVENUES AND NOTE RETIREMENT
General
The 1995 Notes are limited obligations of the District payable from limited ad valorem
property taxes levied upon all taxable property within the District by the Boards of Supervisors
of the Counties, and allocated to the District under applicable law, and from any other funds
legally available therefor. The full faith and credit or taxing power of the District is not pledged
for the payment of the 1995 Notes, and the 1995 Notes are not secured by a legal or equitable
pledge of, or charge, lien or encumbrance on, any property of the District or any of its income or
revenue. See "DISTRICT FINANCIAL INFORMATION" for a description of certain other
moneys which may be available to pay debt service on the 1995 Notes.
The District's revenues are derived from two basic sources: (1) the District's allocation of
the 1% tax rate levied in the Counties; and (2) subventions received from the State in lieu of
certain property taxes.
Property Tax Limitation and Allocation
Article XIIIA of the California Constitution provides for a maximum ad valorem property
tax equal to one percent of the full cash value of property. Article XIIIA defines full cash value
to mean "the county assessor's valuation of real property as shown on the 1975-76 tax bill under
'full cash value', or thereafter, the appraised value of real property when purchased, newly
constructed, or a change in ownership has occurred after the 1975 assessment." At other times,
this full cash value may be increased at a rate not to exceed two percent per year to account for
inflation.
Future assessed valuation growth allowed under Article XIIIA (new construction, certain
changes of ownership, two percent inflation) will be allocated on the basis of"situs" among the
jurisdictions that serve the tax rate area within which the growth occurs. Local agencies and
schools will share the growth of "base" revenues from the tax rate area. Each year's growth
allocation becomes part of each agency's allocation in the following year. The availability of
revenues from growth in tax bases to such entities may be affected by the establishment of
redevelopment agencies which, under certain circumstances, may be entitled to revenues
resulting from the increase in certain property values. See "CONSTITUTIONAL AND
STATUTORY TAX LIMITATIONS."
Although Proposition 46, approved by the voters of the State in June 1986, permits local
governments, including the District, to issue bonded indebtedness payable from ad valorem
taxing in excess of one percent of full cash value with the approval of two-thirds of the votes cast
by voters voting on the proposition, the voters of the District have not been presented with a tax
override proposal with respect to the 1995 Notes. Owners of the 1995 Notes have no right to
compel the District to levy or cause to be levied any tax for the payment of the principal of,
redemption premium, if any, or interest on the 1995 Notes and must look solely to the
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allocation described above and to certain other legally available revenues of the District for
such payment.
Property Tax Collection Procedures
In California, property which is subject to ad valorem taxes is classified as "secured" or
"unsecured." The secured classification includes property on which any property tax levied by
the county becomes a lien on that property. A tax levied on unsecured property does not become
a lien against the taxed, unsecured property, but may become a lien on certain other property
owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all
other liens on the secured property, regardless of the time of the creation of other liens.
A 10% penalty is added to delinquent taxes which have been levied with respect to
property on the secured roll. In addition, property on the secured roll on which taxes are
delinquent becomes tax defaulted property by the last business day of the fiscal year. Such
property may thereafter be redeemed by payment of the delinquent taxes and delinquency
penalties, plus a redemption penalty of 1.5% per month.
The valuation of property is determined as of either (1) the 1975-76 tax year, (2) the later
date of a change of ownership or new construction, or(3) March I of the tax year if the value has
declined below the previous year's value. For property on the secured roll, taxes become
delinquent on December 10 and April 10. Taxes on unsecured property are due March I and
become delinquent August 31.
When a change of ownership or completion of new construction occurs a supplemental
assessment is made. Depending upon when the change of ownership occurred or when the
construction was completed there can be one or two supplemental assessments.
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Assessed Valuation
Table I shows a detailed summary of the District's assessed valuation since 1985-86.
Property in the District is assessed by the Santa Clara and San Mateo County Assessors in their
respective counties except for public utility property which is assessed by the State Board of
Equalization.
TABLE I
District Assessed Valuation
($000,000's)
Santa Clara San Mateo Total District Less: Total Net
County County Gross Redevelopment District
Fiscal Year Portion Portion Valuation Increment Valuation
1985-86 23,264.7 8,900.1 32,164.8 516.4 31,648.4
1986-87 25,560.3 9,832.2 35,392.4 748.4 34,644.1
1987-88 27,708.4 10,844.5 38,552.9 966.0 37,586.9
1988-89 29,285.4 11,583.5 40,869.0 1,047.1 39,821.9
1989-90 32,999.0 13,040.2 46,039.2 1,358.7 44,680.5
1990-91 36,598.5 14,849.0 51,447.5 1,586.8 49,860.7
1991-92 38,191.6 15,866.6 54,058.2 1,783.7 52,274.5
1992-93 40,129.0 16,809.8 56,938.8 1,936.5 55,002.3
1993-94 41,537.4 17,592.6 59,130.0 2,075.5 57,054.5
1994-95 41,918.1 18,203.5 60,121.6 2,146.9 57,974.7
Source: California Municipal Statistics.
Secured and Unsecured Tax Levies
Table 2 shows the total combined secured and unsecured tax receipts allocated by the
Counties to the District and received by the District during the last nine fiscal years. The Pre-
Article XIIIA tax override for the District, as well as certain late payments of taxes with respect
to fiscal years prior to the fiscal years during which such payments are made are not reflected in
Table 2. See "CONSTITUTIONAL AND STATUTORY TAX LIMITATIONS - Constitutional
Limitations - Article XIIIA" below.
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TABLE 2
District Current Secured and Unsecured Tax Receipts
(Excludes Pre-Article XIIIA Tax Override Levy)(1)
Current Secured Tax Receipts(1)
State Fiscal Santa Clara San Mateo District Total
Year County County Secured
1985-86 $3,139,700 $1,334,200 $4,473,900
1986-87 3,445,208 1,463,045 4,908,253
1987-88 3,712,180 1,674,445 5,386,625
1988-89(2) 4,007,120 1,792,226 5,799,346
1989-90 4,476,832 2,031,886 6,508,718
1990-91 4,580,579 2,342,564 6,923,143
1991-92 5,311,839 2,426,882 7,73 8,72 l
1992-93 5,448,227 2,449,937 7,898,164
1993-94 5,431,540 2,633,077 8,064,617
Current Unsecured Tax Receipts
State Fiscal Santa Clara San Mateo District Total Total Secured
Year County County Unsecured and Unsecured
1985-86 $451,500 $196,800 $648,300 $5,122,200
1986-87 512,189 209,185 721,374 5,629,627
1987-88 507,689 221,739 729,428 6,116,053
1988-89(2) 574,021 236,983 811,004 6,610,350
1989-90 625,167 242,246 867,413 7,376,131
1990-91 739,049 280,485 1,019,534 7,942,677
1991-92 742,900 312,098 1,054,998 8,793,719
1992-93 762,242 331,431 1,093,673 8,991,837
1993-94 754,355 363,596 1,117,951 9,182,568
(1) The District also receives a share of delinquent taxes, redemption fees, supplemental taxes and State
subvention payments received b each County. This revenue totaled$1 110 317 in 1993-94 and the District
paY Y tY
expects to receive$504,000 in 1994-95.
(?) Nine-month fiscal year(District changed fiscal year end from June 30 to March 31).
Source: District Controller.
The Board of Supervisors of the Counties have approved the implementation of the
Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the
"Teeter Plan"), as provided for in Section 4701 et seq. of the California Revenue and Taxation
Code. Under the Teeter Plan, the Counties apportion secured property taxes on an accrual basis
when due (irrespective of actual collections)to local political subdivisions, including the District,
for which the Counties act as the tax-levying or tax-collecting agency.
The Teeter Plan is to remain in effect unless the Board of Supervisors of the Counties
orders its discontinuance or unless, prior to the commencement of any Fiscal Year of the
Counties (which commences on July 1), the Board of Supervisors receives a petition for its
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discontinuance joined in by resolutions adopted by at least two-thirds of the participating revenue
districts in the Counties, in which event the Board of Supervisors is to order discontinuance of
the Teeter Plan effective at the commencement of the subsequent fiscal year. If the Teeter Plan
is discontinued subsequent to its implementation, secured property taxes would be allocated to
political subdivisions (including the District) for which the Counties act as the tax-levying or tax-
collecting agency as collected (see "Ad Valorem Property Taxation" above).
According to California Municipal Statistics, Inc., the secured tax delinquency rate has
been at or below 3.9% in both Counties during each of the last seven fiscal years, as shown
below in Table 3:
TABLE
Secured Tax Delinquency Rates
(at June 30)
Fiscal Year Santa Clara County(1) San Mateo County(1)
1987-88 2.88% 2.22%
1988-89 2.63 2.03
1989-90 2.57 182
1990-91 3.37 3.66
1991-92 3.44 3.83
1992-93 3.15 3.40
1993-94 2.70 3.61
(1) Counties operate on Teeter Plan.
Source: California Municipal Statistics, Inc.
The District's allocation of tax revenues is the aggregate of the District's apportionment of
the taxes produced by the one percent tax rate in nearly one thousand tax code areas in Santa
Clara and San Mateo Counties. In accordance with Chapter 6 of the State Revenue and Taxation
Code, the tax increment derived by the increase in assessed valuation in each tax code area is
apportioned to the taxing entities within the code area in the same proportion as in the prior year,
subject to certain modifications for change in jurisdiction or new incorporations and for certain
incremental tax revenues allocated directly to redevelopment agencies within the District. Thus,
the increase in the District's allocation of taxes varies directly with the increase in the assessed
valuation within the District.
Unlike special districts in California that are wholly within one county, as a multi-county
special district, the District receives 100% of its allocation of collected taxes pursuant to Section
98.6 of the California Revenue and Taxation Code, and is not subject to a discretionary reduction
in such allocation by action of either County's Board of Supervisors.
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Projected Revenues
The District has projected revenues and expenditures for the first ten years in which the
1995 Notes will be outstanding and these projections are set forth in Table 4. The District's
projection of revenues is based on the following parameters:
(1) Annual increases of three percent (excluding subventions) in 1995-96 and five
percent per year thereafter in the Districts' allocation of funds derived from the basic
1% tax rate. The assessed valuation of taxable property within the District has
increased at an average rate of 4.1% annually over the last five years.
(2) District cash balances will be invested to earn five percent per annum.
(3) Revenue from State and federal grants is included based on approved project grants.
Although the District believes such assumptions to be reasonable, there is no assurance
that such assumptions and the projections based thereon will in fact be realized.
A State budget for State fiscal year 1994-95 was adopted July 8, 1994. The State
proposed a two-year solution to eliminate the $2.0 billion accumulated budget deficit as of June
30, 1994. The budget calls for no tax increases, a freeze in the spending for K-12 education at
the current funding levels, increased spending for prisons, and decreased spending for health and
welfare programs. The budget relied on the State borrowing $7 billion through a combination of
revenue anticipation warrants and revenue anticipation notes. To ensure the repayment of these
borrowings, the budget contains provisions for automatic spending cuts in 1994-95 and 1995-96
if revenue fails to meet expectations.
The District cannot predict what actions will be taken in the future by the State
Legislature and the Governor to deal with budget shortfalls. The State budget will be affected by
the course of the national economy and other factors. The District's share of local property taxes
is currently unaffected for State fiscal year 1994-95. No assurance can be given that such an
exemption will be available in future years.
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Table 4 below shows the estimated projected revenues for the District for fiscal years
1994-95 through 2003-04.
TABLE 4
Estimated Revenues, 1994-95-2003-04
($000's)
Fiscal Year Tax Revenues(1) Interest Earnings(2) Other Revenue(3) Total Revenues
1994-95 $10,140 $390 $1,721 $12,251
1995-96 10,444 375 2,000 12,819
1996-97 10,966 400 2,170 13,536
1997-98 11,515 425 700 12,640
1998-99 12,090 425 725 13,240
1999-00 12,695 450 755 13,900
2000-01 13,330 450 785 14,565
2001-02 13,996 475 815 15,286
2002-03 14,696 475 850 16,021
2003-04 15,431 500 885 16,816
(1) Estimated tax revenues include the District's share of funds derived from the I% tax rate and subventions
received from the State of California in lieu of property taxes. The projection assumes a 3% increase in 1995-
96 and 5%per year increases thereafter.
(2) Interest earnings on the reserve fund and other funds of the District estimated at 5%. Such assumption is based
on historical increases; there is no assurance that such increases will occur.
(3) "Other Revenue"is primarily grant receipts, rental income, and, in 1995-96 through 1996-97, proceeds from
the sale ofsurplus property.
Source: District Controller.
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Note Retirement
Table 5 estimates debt service coverage on the 1995 Notes and other debt of the District
on a parity with the 1995 Notes. The minimum debt service coverage ratio is estimated to be
approximately 2.86 in 1997-98. The District intends to issue additional notes on a parity with the
1995 Notes in the future. Although the Indenture requires the District to meet certain financial
tests before it may issue any such additional notes, the issuance of additional parity notes by the
District would decrease the debt service coverage ratios reflected on Table 5. See "THE
INDENTURE Covenants and Additional Debt." See "DISTRICT FINANCIAL INFORMATION
- Other Outstanding Debt" for a description of the District's other outstanding obligations
payable from Limited Tax Revenues and other legally available funds of the District.
TABLE
Estimated Debt Service Schedule Parity Debt
($000's)
Fiscal Estimated 1995 Notes(2) Other Parity Total Paritv Coverage W/O
Year Revcnues(l) -Principal Interest Total Debt Service Debt Service Coverage Other Revenues
1994-95 12,251 239 239 2,749 2,988 4,10 3.52
1995-96 12,819 958 958 3,134 4,092 3.13 164
1996-97 13,536 958 958 3,171 4,129 3.28 2.75
1997-98 12,640 958 958 3,456 4,414 2.86 2.71
1998-99 13,240 100 955 1,055 3,422 4,477 2.96 180
1999-00 13,900 100 950 1,050 3,392 4,442 3,13 2.96
2000-01 14,565 100 944 1,044 3,356 4,400 3.31 113
2001-02 15,286 100 939 1,039 3,417 4,456 3.43 3.25
2002-03 16,021 100 933 1,033 3,378 4,411 3.63 3.44
2003-04 16,816 too 927 1,027 3,344 4,371 3.85 3.64
(1) Estimated Revenues from Table 4.
(2) Assumes an average interest of665%.
(3) Other Revenues from Table 4.
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[S&Y DOC SF942770.011 DATED 12/06/94]
Direct and Overlapping Bonded Indebtedness
The following sets forth the overlapping and direct bonded indebtedness of the District as
of December 1, 1994.
1994-95 Assessed Valuation: $57,974,647,879 (after deducting $2,146,898,062 redevelopment
incremental valuation)
DIRECT AND OVERLAPPING BONDED DEBT: %Applicable(1) Debt 12-1-94
Santa Clara County Authorities 39.966% $116,430,550
San Mateo County Authorities 32.693 71,031,301
Santa Clara County Flood Control and Water Conservation District,Zones W-I
&NC-1 34.572& 58.859 7,920,089
Foothill Community College District Certificates of Participation 92.162 28,408,937
Mountain View-Los Altos Union High School District Certificates of
Participation 100. 5,914,000
Sunnyvale School District Certificates of Participation 100. 8,970,000
Cupertino Union School District Certificates of Participation 72.574 13,727,372
Campbell Union School District 16.841 4,574,841
Other School Districts and Authorities Various 16,652,314
City of Mountain View and Lease Obligations 100. 26,984,197
City of Sunnyvale Lease Obligations 99.994 26,818,391
City of Palo Alto Lease Obligations 100. 11,102,800
City of Cupertino Lease Obligations 89.888 52,602,458
City of Redwood City Lease Obligations 100. 24,415,000
Other Cities Various 4,795,000
Other City Lease Obligations Various 12,222,457
Redwood City General Improvement Districts 100. 17,575,000
El Camino Hospital District Facilities Authority 96.982 3,573,787
Santa Clara Valley Water District Certificates of Participation 39.966 57,798,829
Parking Districts 100. 9,590,000
1915 Act Bonds(Estimate) Various 33,481,450
Other Special Districts Various 5,298,728
Midpeninsula Regional Open Space District 100. 45,800,000(2)
Midpeninsula Regional Open Space District 100. 9,875,000
TOTAL GROSS DIRECT AND OVERLAPPING BONDED DEBT $615,562,501 (3)
Less: Santa Clara County FC&WCD,Zone NC-1 (100%self-supporting) 1,050,000
Cities of Mountain View and San Jose self-supporting bonds 416,577
El Camino Hospital Facilities Authority(100%self-supporting) 3,573,787
TOTAL NET DIRECT AND OVERLAPPING BONDED DEBT $610,522,137
(1) Based on 1993-94 ratios.
(2) Includes$15,000,000 Refunding Notes to be sold. Excludes amounts to be refunded.
(3) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and non-
bonded capital lease obligations.
Ratios to 1994-95 Assessed Valuation:
Direct Debt($55,675,000). . . . . . . 0.10%
Total Gross Debt. . . . . . . . . . . . . . . 1.06%
Total Net Debt . . . . . . . . . . . . . . . . 1.05%
STATE SCHOOL BUILDING AID REPAYABLE AS OF 6-30-94: $2,756,629
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[S&Y DOC SF942770.011 DATED 12/06/941
DISTRICT FINANCIAL INFORMATION
Method of Accounting
The official books of record kept by the District utilize the principles of fund accounting
as prescribed for special districts by the State Controller. All District funds reflect the modified
accrual basis of accounting under which revenues are generally recognized in the period they
become available and measurable and expenditures are recognized generally when the obligation
is incurred, except for interest on long term debt which is recognized as an expenditure when
due. The District's fiscal year is April I through March 31. Prior to fiscal year 1988-89, the
District's fiscal year was July I to June 30. The District's certified public accountants are
currently Deloitte & Touche, San Jose, California.
District Financial Statements
The District's audited statement of General Fund Revenues, Expenditures and Changes in
Fund Balance for the four years ended March 31, 1994 is shown in Table 6.
General property taxes are the District's largest source of revenues. Over the last four
fiscal years, property taxes have generated between 70% and 89% of the District's total revenues.
See "ESTIMATED TAX REVENUES AND NOTE RETIREMENT" and "CONSTITUTIONAL
AND STATUTORY TAX LIMITATIONS" for a description of the tax assessment process in
California.
Land acquisition, including debt service on notes issued to buy land in prior years, is the
major component of the District's expenditures, representing between 68% and 78% of total
expenditures in each year since fiscal year 1989-90.
Table 7 shows the combined Balance Sheet for the District's General Fund, General Fixed
Assets Fund, and General Long-Term Debt Fund for the years ended March 31, 1993 and March
31, 1994. The General Fixed Assets Fund includes all land, equipment, structures and
improvements. The General Long-Term Debt Fund accounts for the annual payment of long-
term debt. See APPENDIX A, "DISTRICT'S AUDITED FINANCIAL STATEMENTS FOR
THE YEAR ENDED MARCH 31, 1994 - Notes to Financial Statements" for the breakdown of
changes in the General Long-Term Debt Account and the amount of future debt service
payments.
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TABLE 6
Midpeninsula Regional Open Space District
General Fund Revenues,Expenditures
And Changes In Fund Balance(1)
($000's)
Projected
1990-91 1991-92 1992-93 1993-94 1994-95
REVENUES:
General Property Tax $ 8,645 $ 9,434 $ 9,628 $10,116 $9,960
State Grants 1,343 713 25 224 1,146
Other Taxes 171 111 171 177 180
Interest 961 840 474 472 390
Other 1,155 1,042 561 479 575
TOTAL REVENUES $12,275 $12,140 $10,857 $11,468 $12,251
EXPENDITURES:
Salaries and Benefits $ 2,141 $ 2,270 $ 2,635 $ 2,699 $ 2,953
Services and Other 3,630 1,979 2,091 1,947 1,892
SUBTOTAL $ 5,771 $ 4,249 $ 4,726 $ 4,646 $ 4,845
DEBT SERVICE:
Principal Repayment $ 5,446 $ 1,666 $ 2,205 $ 2,346 $ 873
Interest 2,797 3,070 3,666 2,959 3,385
SUBTOTAL DEBT SERVICE $ 8,243 $ 4,736 $ 5,871 $ 5,305 $ 4,258
SUBTOTAL EXPENDITURES 14,014 8,985 10,597 9,951 9,103
OPERATING CASH FLOW ($1,739) $ 3,155 $ 260 $ 1,517 $ 3,148
PROPERTY ACQUISITION 9,924 4,467 11,253 5,297 6,258
EXCESS OF REVENUES OVER
EXPENDITURES (11,663) (1,312) (10,993) (3,780) (3,110)
PROCEEDS FROM NOTES
PAYABLE 17,622 135 7,817 5,508 5,500
NET EXCESS 5,959 (1,177) (3,176) 1,728 2,390
STARTING FUND BALANCE 9,806 15,765 14,588 11,412 13,140
ENDING FUND BALANCE $15,765 $14,588 $11,412 $13,140 $15,530
(1) Fiscal Years ending March 31.
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TABLE
Midpeninsula Regional Open Space District
Balance Sheet
($000's)
March 31,1994 March 31,1993
General General General General
General Fixed Long-Term General Fixed Long-Term
Fund Assets Debt Fund Assets Debt
ASSETS AND OTHER DEBT BALANCES:
Cash and Cash Investments $5,271 $3,245
Restricted Cash 5,685 5,285
Taxes Receivable 2,627 3,259
Other Receivables 1,085 1,005
Prepaid Expenses/Other Assets 18 18
Land(At Cost) 136,897 131,599
Equipment 1,200 1,111
Structures and Improvements 5,929 5,212
Amount to be Provided for Retirement of
General Long-Term Debt 60,087 54,788
TOTAL ASSETS $14,686 $144,026 $60,087 $12,811 $137,923 $54,788
LIABILITIES AND FUND EQUITY LIABILITIES:
Accounts Payable $ 144 $ 123
Accrued Liabilities/Deposits 274 375
Deferred Revenue 1,128 901
Notes Payable 60,087 54,788
--- - _ - - -
TOTAL LIABILITIES $1,546 $O T6 0,087 $1,399 -$O $54,788
FUND EQUITY:
Investment in General Fixed Assets $144,026 $137,923
Fund Balance 13,140 11 Al2
TOTAL FUND EQUITY $13,140 $144,026 $o $II,412 $137,923 $o
TOTAL LIABILITIES AND EQUITY $14,686 $144,026 $60,087 $12,811 $137,923 $54,788
Source: District Controller.
Debt Capacity
Pursuant to the Law, the District may acquire lands or facilities by means of a plan to
borrow money or by purchase on contract. The amount of such indebtedness to be incurred may
not exceed an amount equal to the District's anticipated tax income for the next five-year period.
All such indebtedness must be repaid during a period not to exceed 20 years from the date on
which it is incurred and may bear interest at rates not exceeding 12% per annum. Each such
indebtedness will be authorized by a Indenture adopted by the affirmative votes of at least two-
thirds of the members of the Board of Directors of the District.
In addition, the Indenture imposes additional limitations upon the issuance of debt
payable on a parity with the Notes. See "THE INDENTURE - Covenants and Additional Debt."
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[S&Y DOC SF942770.01 1 DATED 12/06/94]
Sources of Funds
Tax Revenues. The general ad valorem property tax is the District's major source of revenue, as
well as the primary source of funds for the payment of debt service on the Notes. The general ad
valorem property tax consists of secured and unsecured property taxes. See "ESTIMATED TAX
REVENUES AND NOTE RETIREMENT" above for a more complete description of the
District's tax revenues.
State Grants, In 1994-95, the District projects revenues from grants of $1,146,000, which
amount represents grants for which the District has received approval, pending the completion of
land acquisitions or site development for certain projects. In general, the District only budgets
grant revenues when the source and amount of the grant have been reasonably assured.
Major Uses of Funds. Most of the District's funds are used for the acquisition of open space
lands and to service the debt issued for those purposes. In keeping with the policy of the
District's Board of Directors, administrative costs are projected to be kept to a minimum, but land
management expenditures are anticipated to be an increasing percentage of annual tax revenue.
In 1993-94, land acquisition, including debt service on notes issued to buy land in prior years,
10. million accounting for 70%of total District expenditures.
totaled 6
$ g P
Other Outstanding Debt
Following the issuance of the 1995 Notes the District will have outstanding $11,800,000
of 1988 Notes, $11,500,000 of 1990 Notes and $8,000,000 of 1992 Notes. In addition, the
District will have outstanding $17.3 million aggregate principal amount of lease obligations
represented by certificates of participation executed and delivered in 1993, and approximately
$1,947,000 principal amount of Land Contract Notes as described below. The District has never j
defaulted on any of its debt.
Table 8 below lists the District's total indebtedness outstanding as of December 31, 1994,
after giving effect to the issuance of the 1995 Notes. The outstanding balance of the Land
Contract Notes as shown below is, in some cases, an aggregate of the outstanding balances on
more than one Land Contract Note. In some cases, several parcels constituting one open space
area have been purchased at different times through contracts secured by Land Contract Notes
with differing maturities and interest rates. In each case, the land has been purchased pursuant to
the California Public Resources Code which currently requires payment of debt over not more
than 20 years.
Approximately 29% ($19.2 million) of the debt outstanding, including the $17.3 million
certificates of participation issued in 1993, and approximately $1.9 million of the Land Contract
Notes will be subordinate to the obligation of the District to make payments on the 1995 Notes
from Limited Tax Revenues. The Indenture requires that any future debt issued by the District
and payable from Limited Taxes be on a parity with or subordinate to the 1995 Notes.
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TABLE 8
Midpeninsula Regional Open Space District
Debt Outstanding(1)
($000's)
Obligation
Original Amount Outstanding 1995-96
of Notes 12-31-94(1) Debt Service Final Payment
El Corte de Madera $500 $500 $ 40 March 1998
Fremont Older 89 62 66 June 1995
Foothills 192 165 18 December 1998
La Honda Creek 2 941 574 84 October 1996
Sierra Azul(2 470 256 35 August 2008
Skyline 600 90 65 May 1996
Russian Ridge 300 300 15 December 1996
1988 Notes(3) 12,500 11,800 1,140 February 2008
1990 Notes 15,000 11,500 1,360 September 2010
1992 Notes 8,000 8,000 480 December 2012
1993 Certificates of Participation 17,315 17,275 1,000 September 2020
1995 Notes 15,000* 15,000* 1,035 December 2014
TOTAL $70,907 $65,522 $5,338
(1) Including the 1995 Notes expected to be issued in January 1995; excluding the 1987 and 1990 Notes to be
refunded by the 1995 Notes.
(2) Aggregation of Notes payable for parcels within one open space preserve.
(3) Projected 4%average interest rate.
Salaries and Benefits
Salaries and benefits for the District's 47 full-time, 3 part-time, and 3 seasonal employees
represent the third major component of total District expenditures. In 1993-94, $2,699,000 was
expended for salaries and benefits. District employees are covered under the Public Employees
Retirement System administered by the State of California.
Other uses of funds include patrol and site development, site maintenance, professional
services, utilities and communications.
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[S&Y DOC SF942770.011 DATED 12/06/941
CONSTITUTIONAL AND STATUTORY TAX LIMITATIONS
Constitutional Limitations - Article XIIIA
Article XIIIA of the California Constitution limits the maximum ad valorem tax on real
property to one percent of "full cash value," to be collected by counties and apportioned
according to law, but provides that the one percent limitation does not apply to ad valorem taxes
to pay interest or redemption charges on (1) indebtedness approved by the voters prior to July 1,
1978, or (2) any bonded indebtedness for the acquisition or improvement of real property
approved on or after July 1, 1978, by two-thirds of the votes cast by the voters voting on the
proposition. "Full cash value" is defined to mean "the county assessor's valuation of real
property as shown on the 1975-76 tax bill under full cash value or, thereafter, the appraised value
of real property when purchased, newly constructed, or a change in ownership has occurred after
the 1975 assessment." The full cash value may be adjusted annually to reflect inflation at a rate
not to exceed two percent per year, or reduction in the consumer price index or comparable data
for the area under taxing jurisdiction or reduced in the event of declining property value caused
by substantial damage, destruction or other factors. Legislation enacted by the California
Legislature provides that each county will levy the maximum tax permitted by Article XIIIA of
$1.00 per$100 of assessed valuation(based on full cash value).
Article XIIIA has subsequently been amended to permit reduction of the "full cash value"
base in the event of declining property values caused by damage, destruction or other factors and
to provide that there would be no increase in the "full cash value" base in the event of
reconstruction of property damaged or destroyed in a disaster and in various other minor or
technical ways.
Gann Initiative
At the Statewide special election on November 6, 1979, the voters approved an initiative
entitled "Limitation on Government Appropriations" (the "Gann Initiative") which added Article
XIIIB to the California Constitution. Under Article XIIIB, as amended in 1990, State and local
government entities have an annual "appropriations limit" which limits the ability to spend
certain moneys which are called "appropriations subject to limitation" in an amount higher than
the "appropriations limits." Article XIIIB does not affect the appropriation of moneys which are
excluded from the definition of "appropriations limit" including appropriations of any special
district which existed on January 1, 1978, and which did not as of the 1977-78 fiscal year levy an
ad valorem tax on property in excess of 12.5 cents per $100 of assessed value. Since the District
did not levy a tax in excess of 12.5 cents, in the opinion of the District's General Counsel the
District's appropriations are not subject to the limitations of Article XIIIB.
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[S&Y DOC �&942770.011 DATED 12/06/941
Statutory Limitations
On November 4, 1986, California voters approved Proposition 62, an initiative statute
limiting the imposition of new or higher taxes by local agencies. The statute (a) requires new or
higher general taxes to be approved by two-thirds of the local agency's governing body and a
majority of its voters, (b) requires the inclusion of specific information in all local ordinances or
Indentures proposing new or higher general or special taxes, (c) penalizes local agencies that fail
to comply with the foregoing, and (d) requires local agencies to stop collecting any new or higher
general tax adopted after July 31, 1985, unless a majority of the voters approved the tax by
November 3, 1988. Two State Court of Appeals decisions, both of which are final decisions,
have declared the majority voter provisions referred to in (a) above in one case and in (a) and (d)
above in the second case to be unconstitutional. The District has not collected new or higher
taxes to date, and it has no plans to collect new or higher taxes.
Future Initiatives
Article XIIIA, the Gann Initiative and Proposition 62 were each adopted as measures that
qualified for the ballot pursuant to California's initiative process. From time to time other
initiative measures could be adopted, further affecting District revenues or the District's ability to
expend revenues.
LEGAL
All legal proceedings in connection with the issuance of the 1995 Notes are subject to the
approval of Orrick, Herrington & Sutcliffe, San Francisco, California, Bond Counsel. The form
of the opinion of Bond Counsel is set forth in Appendix C to this Official Statement.
TAX MATTERS
In the opinion of Orrick, Herrington & Sutcliffe, Bond Counsel, based on existing laws,
regulations, rulings and court decisions, interest on the 1995 Notes is excluded from gross
income for federal income tax purposes and is exempt from State of California personal income
taxes. Bond Counsel is also of the opinion that interest on the 1995 Notes is not a specific
preference item for purposes of the federal individual or corporate alternative minimum taxes
although Bond Counsel observes that such interest is included in adjusted current earnings in
calculating federal corporate alternative minimum taxable income. The form of the opinion of
Bond Counsel is set forth in Appendix C to this Official Statement.
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[S&Y DOC SF942770.011 DATED 12/06/94]
The Internal Revenue Code of 1986 (the "Code") imposes various restrictions, conditions
and requirements relating to the exclusion from gross income for federal income tax purposes of
interest on obligations such as the 1995 Notes. The District has covenanted to comply with
certain restrictions designed to assure that interest on the 1995 Notes will not be included in
federal gross income. Failure to comply with these covenants may result in interest on the 1995
Notes being included in federal gross income, possibly from the date of issuance of the 1995
Notes. The opinion of Bond Counsel assumes compliance with these covenants. Bond Counsel
has not undertaken to determine (or to inform any person) whether any actions taken (or not
taken) or events occurring (or not occurring) after the date of issuance of the 1995 Notes may
affect the tax status of interest on the 1995 Notes.
Certain requirements and procedures contained or referred to in the Indenture and other
relevant documents may be changed and certain actions (including, without limitation,
defeasance of the 1995 Notes) may be taken, under the circumstances and subject to the terms
and conditions set forth in such documents, upon the advice or with the approving opinion of
nationally recognized bond counsel. Bond Counsel expresses no opinion as to any 1995 Notes or
the interest thereon if any such change occurs or action is taken upon the advice or approval of
bond counsel other than itself.
Although Bond Counsel has rendered an opinion that interest on the 1995 Notes is
excluded from gross income for federal income tax purposes and is exempt from California
personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on,
. The nature and
holder's federal or state tax liability.the 1995 Notes may otherwise affect a o y
consequences will depend u
extent of these other tax Pe on the tax status of the holder
particular
and the holder's other items of income or deduction. Bond Counsel expresses no opinion
regarding any such other tax consequences.
LEGALITY FOR INVESTMENT
The 1995 Notes are legal investments in California for commercial and savings banks and
as such are legal investments for all trust funds, and for funds of insurance companies and trust
companies. The 1995 Notes are eligible as security for deposits of public moneys in California.
RATING
As noted on the cover page of this Official Statement, Standard & Poor's Corporation
has given the 1995 Notes the rating of "_" (the "Rating Agency"). Any explanation of the
significance of such ratings may be obtained only from the Rating Agency. The District has
furnished to the Rating Agency certain information and materials. Generally, rating agencies
base their ratings on such information and materials and, in addition, on investigations, studies
and assumptions made by the rating agencies themselves. There is no assurance that the rating
mentioned above will remain for any given period of time or that the rating may not be lowered
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[S&Y DOC SF942770.011 DATED 12/06/941
or withdrawn entirely by the Rating Agency if in their judgment circumstances so warrant. Any
such downward change or withdrawal of a rating may have an adverse effect on the market price
of the 1995 Notes.
LITIGATION
There is no litigation pending concerning the validity of the 1995 Notes and the
application of the proceeds thereof, the corporate existence of the District, or the title of the
officers thereof to their respective offices or contesting or affecting the Districts ability to
P g g
receive the Limited Taxes or other moneys that could be used for payment of the 1995 Notes.
There are a number of lawsuits and claims pending against the District. The aggregate amount of
P g g
the uninsured liabilities of the District and the timing of any anticipated payments of judgments
which may result from suits and claims will not, in the opinion of the General Counsel of the
District, materially affect the District's finances or impair its ability to repay the 1995 Notes.
UNDERWRITING
The 1995 Notes will be purchased from the District by Stone & Youngberg as
underwriter (the "Underwriter") under a Purchase Contract pursuant to which the Underwriter
agrees to purchase all of the 1995 Notes for an aggregate purchase price of $ plus
accrued interest, if any, from January 1, 1995 to the delivery date thereof.
The initial public offering prices stated on the cover of this Official Statement may be
changed from time to time by the Underwriter. The Underwriter may offer and sell the 1995
Notes to certain dealers (including dealers depositing 1995 Notes into investment trusts), dealer
banks, banks acting as agents and others at prices lower than said public offering prices.
AVAILABILITY OF DOCUMENTS
During the initial offering period for the 1995 Notes, copies of the forms of the Indenture
and other documents referred to herein may be obtained, upon written request, from
Midpeninsula Regional Open Space District, 330 Distel Circle, Los Altos, California 94022,
Attention: General Manager. After delivery of the 1995 Notes, copies of such agreements may
be obtained from the Trustee, First Interstate Bank of California, 345 California Street, 8th Floor,
San Francisco, California 94104, Attention: Corporate Trust Department.
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[S&Y DOC SF942770.011 DATED 12/06/941
MISCELLANEOUS
Insofar as any statements made in this Official Statement involve matters of opinion or of
estimates, whether or not expressly stated, they are set forth as such and not as representations of
fact. No representation is made that any of such statements made will be realized. Neither this
Official Statement nor any statement which may have been made verbally or in writing is to be
construed as a contract with the registered owners of the 1995 Notes. Neither the members of the
Board of Directors nor the officers or employees of the District are liable personally on the 1995
Notes by reason of their issuance.
The execution and delivery of this Official Statement have been duly authorized by the
District.
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
By: /s/ L. Craig Britton
General Manager
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[S&Y DOC SF942770.011 DATED 1.2/06/94]
APPENDIX A
DISTRICT'S AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
MARCH 31, 1994
A-1
[S&Y DOC SF942770.011 DATED 12/06/94]
APPENDIX B
GENERAL AND ECONOMIC INFORMATION
SANTA CLARA COUNTY AND SAN MATEO COUNTY
Introduction
Santa Clara County is located below the southern point of San Francisco Bay and covers
a total land area of over 1,300 square miles or about 847,000 acres. Two distinct valleys are
created by the hill formation of the Santa Cruz Mountains and the Diablo Range. These two
areas are known locally as "North County" and "South County."
South County has retained the agricultural base which once characterized the entire area.
North County is densely populated, extensively urbanized and heavily industrialized. Most of
North County is now referred to as "Silicon Valley" because of the concentration of electronics
companies throughout the area.
San Mateo County is located on the San Francisco Peninsula. The coastal mountains run
north and south through the County dividing the lightly populated coastal area from the more
heavily developed eastern corridor between San Francisco and San Jose. San Mateo County
attracted businesses at a fast pace during the 1960s with its suburban atmosphere and convenient
access to nearby population centers. The County is characterized by manufacturing, engineering
and technical-product firms located along the Bay, with commercial and residential areas
stretching westward into the foothills.
Transportation facilities in the Counties include San Francisco International Airport, a
small deepwater port in Redwood City and freeway and bridge connections to nearby ports and
airports in San Francisco, San Jose and Oakland.
In addition to their own extensive range of manufacturing, professional, service, and
academic employers, the Counties provide an important residential base for the financial, trade,
commercial, and industrial companies located in San Francisco. The District extends from 20 to
40 miles south of San Francisco.
Population
According to the California State Department of Finance, as of January 1, 1993, Santa Clara
County is ranked the fourth most populous County in the State and is the most populous of the
nine San Francisco Bay Area counties. The County's population has been growing at a fast pace
since 1960, and between 1960 and 1984, Santa Clara County's population more than doubled.
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[S&Y DOC SF942770.011 DATED 12/06/941
San Mateo County has experienced moderate but consistent population growth since
1970. The U.S. Census reports that between 1970 and 1980 the County grew by approximately
30
,000 residents, or 5.4%. The 1990 Census reported that the County population was 649,623,
which represents a 10.6 increase over 1980.
The table below shows population estimates for the last five years for both Santa Clara
and San Mateo Counties. The population within the Midpeninsula Regional Open Space District
was estimated by the District in 1994 to be approximately 621,600.
POPULATION STATISTICS
SAN MATEO AND SANTA CLARA COUNTIES
For Years 1989 through 1993
1989 1990 1991 1992 1993
Midpeninsula Regional Open
Space District(1) 593,269 598,916 600,900 610,500 621,600
San Mateo County(2) 633,000 649,623 657,000 670,100 680,900
Santa Clara County(2) 1,443,800 1,497,577 1,513,100 1,531,800 1,563,800
Source: (1) Midpeninsula Regional Open Space District.
(2) California State Department of Finance, Population Research.
The 1990 figures come from the United States Census Bureau.
Economic Characteristics
Santa Clara County, with approximately 782,100 wage and salary jobs in 1993, has the
largest employment base of any county in Northern California. Three major industry sectors
comprise 72% of the County's employment: manufacturing (30%), services (28%) and retail
trade (14%). Their percentage share of County payrolls has remained virtually constant over the
past five years.
Various types of manufacturing firms are located in Santa Clara County, with durable
goods manufacturing accounting for almost 90% of manufacturing employment. Within this
sector, the electrical equipment and supplies industry accounts for approximately 36% of all
County manufacturing jobs. Other major components of durable goods manufacturing are
electronic components and accessories; office computing and accounting machinery;
instruments, guided missiles and space vehicles and communications equipment.
In the nondurable goods manufacturing sector, the printing, publishing, software, and
goods processing industries are the leading employers. The services sector has been the fastest
growing industry, particularly in the areas of business and medical services which support
electronics manufacturing and health care.
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[S&Y DOC SF942770.011 DATED 12/06/941
San Mateo County's diversified economy includes construction, manufacturing,
transportation, communications, retail and wholesale trade, financial services and government
employment. Forty-eight of the nation's top 100 industrial firms are either headquartered or have
branch offices in San Mateo County, The two major growth industries affecting San Mateo
County over the past decade have been the high technology and office sectors. The San
Francisco Bay Area's principal airport, San Francisco International Airport, is located within San
Mateo County.
Major commercial centers located in the Counties include the Stanford Shopping Center
in Palo Alto, Eastridge Mall and Valley Fair in San Jose, Vallco Fashion Park in Cupertino,
San Antonio Shopping Center in Mountain View, Great Mall in Milpitas and Hillsdale Mall in
San Mateo.
Taxable sales and the number of sales permits issued in each County since 1989 are
shown below.
TAXABLE SALES AND NUMBER OF SALES PERMITS
SAN MATEO AND SANTA CLARA COUNTIES
For Years 1989 through 1993
($000's)
Santa Clara County San Mateo County
Year No.of Taxable Percent No.of Taxable Percent
(As of July 1) Permits Sales Increase Permits Sales Increase
1989 48,206 17,343,878 8.3% 22,008 7,541,003 4.8%
1990 47,832 17,914,405 3.9 22,764 7,843,359 4.0
1991 48,559 17,425,346 -2.7 22,258 7,863,738 0.3
1992 50,789 17,661,362 1.4 22,835 8,093,618 2.9
1993 50,755 18,516,103 4.8 23,213 8,143,240 0.6
Source: California State Board of Equalization
Major employers in each County, ranked by employment size, are shown in the following
table. Santa Clara County's major employers, led by Lockheed Missiles & Space Company,
Hewlett-Packard and IBM, are active in the high technology, aerospace and electronic industries.
Many of these companies are the resident hardware and software producers of"Silicon Valley."
San Mateo County's employment base includes United Airlines, which employs over 18,000
persons at the San Francisco International Airport, and several electronics manufacturers,
medical facilities and research organizations.
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MAJOR EMPLOYERS
SANTA CLARA AND SAN MATEO COUNTIES
(Firms Ranked by Employment Size)
Employers Location Employees
SANTA CLARA COUNTY:
Hewlett-Packard Company Palo Alto 16,000
County of Santa Clara San Jose 13,801
Lockheed Missiles& Space Co. Sunnyvale 1 1,61 1
IBM Corporation San Jose 8,500
Stanford University Palo Alto 7,900
Stanford Hospital Palo Alto 5,323
Santa Clara Valley Health& Hosp. San Jose 5,165
City of San Jose San Jose 5,084
Apple Computers Cupertino 4,930
Sun Microsystems Mountain View 4,830
National Semiconductor Santa Clara 4,736
Intel Corporation Santa Clara 4,000
Pacific Bell San Jose 3,216
Tandem Computers Cupertino 3,100
Silicon Graphics Mountain View 2,929
Solectron Corporation Milpitas 2,900
Advanced Micro-Devices, Inc. Sunnyvale 2,866
Applied Materials Santa Clara 2,865
San Jose State University San Jose 2,800
Syntex Corporation Palo Alto 2,800
Good Samaritan Health Systems San Jose 2,653
Varian Associates Palo Alto 2,642
SAN MATEO COUNTY:
United Airlines San Francisco Int'I Airport 18,430
County of San Mateo Redwood City 4,500
Raychem Corporation Menlo Park 4,000
American Airlines,Inc. San Francisco Intl Airport 2,500
SRI International Menlo Park 2,300
Seton Medical Center Daly City 2,200
Oracle Corporation Foster City 2,150
Franklin Resources San Mateo 2,077
Kaiser Foundation Hospital Redwood City 1,982
Mills Peninsula Hospital Burlingame 1,900
Genentech,Inc. South San Francisco 1,867
U.S. Postal Service San Mateo 1,538
Sequoia Hospital Redwood City 1,300
Stanford Linear Accelerator Menlo Park 1,272
Informix Software, Inc. Menlo Park 1,200
Macy's San Mateo 1,090
Source: San Jose Chamber of Commerce, November 1994;San Mateo County Economic Development Association,
Inc., 1993.
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[S&Y DOC SF942770.011 DATED 12/06/941
i
The unemployment rates for both Counties for 1989 through 1993 are shown below.
CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT
SAN MATEO AND SANTA CLARA COUNTIES
Annual Averages(1990-1993)
Santa Clara County
1990 1991 1992 1993
Civilian Labor Force(1) 846,700 833,700 837,500 838,800
Employment 812,800 787,200 781,200 782,100
Unemployment 33,900 46,500 56,300 56,700
Unemployment Rate(2) 4.0% 5.6% 6.7% 6.8%
San Mateo County
1990 1991 1992 1993
Civilian Labor Force(1) 368,400 364,100 365,000 366,000
Employment 357,900 349,300 346,100 347,100
Unemployment 10,500 14,800 18,900 18,900
Unemployment Rate(2) 2.8% 4.1% 5.2% 5.2%
(1) Labor force by place of residence. Employment includes persons involved in labor-management trade disputes.
(2) The unemployment rate is computed from non-rounded data; therefore it may differ from rates calculated by
using rounded figures in this tahle.
Source: State of California, Employment Development Department
The following table shows the ten largest taxpayers of secured taxes for the Counties.
TEN LARGEST TAXPAYERS AS OF 1993
SANTA CLARA AND SAN MATEO COUNTIES
Santa Clara County San Mateo County
Hewlett-Packard United Airlines
Lockheed Missiles& Space Co. Pacific Gas&Electric
IBM Corporation Pacific Bell
Pacific Bell American Airlines
Pacific Gas&Electric Genentech
Sobrato Development Corp. Raychem Corporation
Richard T. Perry,et.al Delta Airlines
Tandem Computers United Telecom/U.S. Sprint
Syntex Redwood Shores Properties
Metropolitan Life Insurance Co. USAir,Inc.
Source: Offices of the Santa Clara County Treasurer-Tax Collector and the
San Mateo County Treasurer-Tax Collector.
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[S&Y DOC SF942770.011 DATED 12/06i941
Construction
The following table shows building permit activity in Santa Clara County for 1989-1993
and in San Mateo County for 1989-1993.
BUILDING PERMIT ACTIVITY
SANTA CLARA AND SAN MATEO COUNTIES
For Years 1989 through 1"3
SANTA CLARA COUNTY:
Type 1989 1990 1991 1992 1993(1)
Residential:
New Single dwellings $ 402,555 $ 288,014 $ 268,931 $ 280,131 $ 89,738
New Multi-dwellings 125,184 216,002 148,266 80,671 19,605
Additions/Alterations 161,812 182,501 175,512 182,049 49,153
Total Residential $ 689,551 $ 686,517 $ 592,709 $ 542,851 $158,496
Non-Residential:
New Commercial $ 160,567 $ 207,147 $ 154,964 $ 151,682 $29,331
New Indust
rial 127,235 182,585 65,962 63,073 15,471
Other 49,513 39,271 35,466 45,896 17,968
Additions/Alterations 419,432 331,978 374,962 381,649 113,189
Total Non-Residential $ 756,747 $ 760,981 $ 631,354 $ 642,300 $175,959
TOTAL VALUATION $1,446,298 $1,447,498 $1,224,063 $1,185,151 S334,445
No.of New Dwelling Units
Single dwellings 2,548 1,675 1,663 1,693 525
Multi-dwellings 2,311 3,646 2,102 1,143 252
Total Units 4,859 5,321 3,765 2,836 777
SAN MATEO COUNTY:
Type 1989 1990 1991 1992 1993(1)
Residential:
New Single dwellings $216,674 $139,797 $122,888 $83,835 $ 17,084
New Multi-dwellings 109,034 20,219 38,163 38,808 3,029
Additions/Alterations 155,624 149,160 128,515 128,826 35,352
Total Residential $481,332 $309,176 $289,566 $251,469 $55,465
Non-Residential:
New Commercial $ 91,510 $ 77,279 $ 35,363 $ 30,265 $ 8,360
New Industrial 12,256 3,408 34,707 3,689 0
Other 19,593 10,479 10,012 10,455 3,473
Additions/Alterations 114,616 124,447 102,771 112,354 43,372
Total Non-Residential $ 237,975 $ 215,613 $ 182,853 $ 156,763 $ 57,205
TOTAL VALUATION $719,307 $524,789 $472,419 $408,232 $112,670
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No. of New Dwelling Units
Single dwellings 1,085 636 503 342 79
Multi-dwellings 1,335 191 331 596 49
Total Units 2,420 827 834 938 128
(1) 1993 data as ofApril, 1993.
Source: Construction Industry Research Board.
Agriculture
Santa Clara County was once a leading producer of apricot, cherry and prune crops.
However, recent industrial development and urbanization have displaced most of the agricultural
land. Most of the remaining agricultural acreage is found around the communities of Gilroy and
Morgan Hill. Major crops include cut flowers, wine grapes, mushrooms and nursery stock.
Dairy products and seasonal crops including tomatoes, bell peppers, strawberries, prunes,
walnuts and garlic provide the balance of agricultural production in Santa Clara County.
San Mateo County is a national leader in the production of ornamental flowers and
nursery products. This industry, which accounts for about 80% of total County revenue from
agriculture, developed in the County due to the favorable climate and proximity to the San
Francisco International Airport. The industry is located in the western part of the County,
particularly around the communities of Half Moon Bay and Pescadero.
Transportation
Transportation has played a vital role in the Bay Area's growth as an economic center.
Seven general purpose ports located in the area and numerous special purpose facilities serve
manufacturing industries and facilitate distribution to world markets. The San Francisco Bay
Area is the western terminus for three transcontinental railroads. An extensive network of
freeways serves the area.
The Bay Area's network of freeways and expressways provides the peninsula industries
access to regional, national and international markets. U.S. 101, a parallel route along the Bay,
and a major north-south highway between San Francisco and Los Angeles, provides access to the
deep sea ports at San Francisco and Redwood City, and to air passenger and cargo facilities of
San Francisco International and San Jose International Airports. Interstate Highway 280
traverses the ridge of the peninsula and joins U.S. 101 in San Francisco. Additional north-south
transportation is provided by Interstate 5, the major national highway reaching north to Canada
and south through San Diego, and State Highway 82. Principal routes connecting the peninsula
with the East Bay's air and sea ports are State Highway 17, Interstate Highway 680 and the San
Mateo, Dumbarton, and San Francisco-Oakland Bay Bridges.
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The main coast line of the Southern Pacific Railroad traverses Santa Clara County,
providing connections to San Francisco, Oakland, and Los Angeles, commuter passenger service
is operated on the Southern Pacific between San lose and San Francisco
In addition to local bus service, cities in the District are served by Santa Clara County
Transit System, San Mateo County Transit District and Greyhound Bus Lines. The Bay Area
Rapid Transit System ("BART") provides passenger rail service within Contra Costa, Alameda,
San Francisco and northern San Mateo Counties.
San Francisco International Airport, located in San Mateo County, is served by all major
scheduled air carriers. Metropolitan Oakland International Airport is served by eight scheduled
airlines and two large supplemental carriers. The San Jose International Airport is served by
twelve airlines. General aviation airports include Reid-Hillview in San Jose, South County
Airport, Palo Alto Airport, San Carlos Airport, and Half Moon Bay Airport.
Water transportation is provided by the international water transportation complex of the
San Francisco Bay; major ports include the Port of Oakland, Port of San Francisco, and Port of
Redwood City.
Education
In 1994, approximately 235,442 students were enrolled in in Santa Clara County's 314
public elementary and high schools. In San Mateo County about 85,090 students attended
approximately 96 elementary, 36 middle and 24 public high schools.
Institutions of higher education include Stanford University, the University of Santa
Clara, San Jose State University, and nine public community colleges.
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[S&Y DOC SF942770.011 DATED 12/06/94]
APPENDIX C
FORM OF BOND COUNSEL'S OPINION
C-1
f
��
ESCROW AGREEMENT
by and between the
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
and
SEATTLE-FIRST NATIONAL BANK
Dated as of January 1, 1995
I
RELATING TO THE MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT 1987 PROMISSORY NOTES
SF2-37187.1
I
ESCROW AGREEMENT
This Escrow Agreement (the "Agreement") , dated as of
January 1, 1995, by and between the Midpeninsula Regional open
Space District, an open space district duly organized and
existing under the laws of the State of California (the
"District") , and Seattle-First National Bank, a national banking
association duly organized and existing under the laws of the
United States of America and having a principal corporate trust
office in Seattle, Washington, and being qualified to accept and
administer the trust hereby created (the "Escrow Agent") ;
WITNESSETH:
WHEREAS, the Board of Directors of the District on
March 11, 1987, duly adopted Resolution No. 87-09 (the 111987
Resolution") providing for the issuance and sale of $21,200,000
principal amount of its 1987 Promissory Notes (the 111987 Notes") ;
and
WHEREAS, the Board of Directors of the District on
August 22, 1990, duly adopted Resolution No. 90-38 (the 111990
Resolution") providing for the issuance of $15,000,000 principal
amount of its 1990 Promissory Notes (the 111990 Notes") for the
purpose, among others, of retiring those certain 1987 Notes more
particularly described in Exhibit A attached hereto and
incorporated herein (the "Paid 1987 Notes") ; and
WHEREAS, the District has determined that it would be
in the best interests of the District and the residents of the
District to provide for the retirement of the remaining portion
SF2-37187.1
of the 1987 Notes, as more particularly described in Exhibit B
attached hereto and incorporated herein (the "Refunded 1987
Notes") ; and
WHEREAS, the Board of Directors of the District on
December 14, 1994, duly authorized the execution and delivery of
an Indenture (the "Indenture") by and between itself and First
Interstate Bank of California, as trustee, providing for the
issuance of $ principal amount of its 1995 Promissory
Notes (the 111995 Notes") for the purpose, among others, of
retiring the Refunded 1987 Notes; and
WHEREAS, the District has taken action to cause to be
delivered to the Escrow Agent for deposit in the Escrow Fund
hereinafter referred to certain United States Treasury
obligations (the "Escrow Securities") listed on Schedule I
attached hereto and made a part hereof in an aggregate principal
amount which, together with the money listed on Schedule I
attached hereto and made a part hereof deposited in the Escrow
Fund hereinafter referred to at the same time as such deposit and
the income to accrue on such securities, will be sufficient to
make the payments of the interest on and principal of the
Refunded 1987 Notes maturing by their terms on March 1, 1995, as
they respectively become due on such date and to redeem the
Refunded 1987 Notes maturing on and after March 1, 1996, on
March 1, 1995; and
WHEREAS, the provisions of the 1987 Resolution and the
Indenture are incorporated herein by reference as if set forth
herein in full;
SF2-37197.1 2
i
NOW, THEREFORE, the District and the Escrow Agent
hereby agree as follows:
Section 1. Establishment and Maintenance of Escrow
Fund. The Escrow Agent agrees to establish and maintain the
Escrow Fund (the "Escrow Fund") until the Refunded 1987 Notes
have been retired as provided in Section 2 hereof and to hold the
Escrow Securities initially deposited in the Escrow Fund and the
money (whether constituting the initial deposit in the Escrow
Fund or constituting receipts on the Escrow Securities) in the
Escrow Fund at all times as a separate trust account wholly
segregated from all other securities, investments or money held
by it, and all securities and money in the Escrow Fund are hereby
irrevocably pledged to secure the retirement of the Refunded 1987
Notes as provided in Section 2 hereof; provided, that any money
held in the Escrow Fund that is not used for the retirement of
the Refunded 1987 Notes in accordance with the 1987 Resolution
and Section 2 hereof shall, on March 1, 1995, be repaid to the
District free from the trust created by the Agreement.
Section 2. Payment from the Escrow Fund. The Escrow
Agent is hereby irrevocably instructed to, and the Escrow Agent
hereby agrees to, collect and deposit in the Escrow Fund the
interest on and principal of the Escrow Securities held in the
Escrow Fund promptly as such interest and principal become due,
and to use such interest and principal, together with any other
money deposited in the Escrow Fund, for the payment of the
interest on and principal of the Refunded 1987 Notes maturing by
their terms on March 1, 1995, as they respectively become due on
I�
SF2-37187.1 3
such date and to redeem the Refunded 1987 Notes maturing on and
after March 1, 1996, on March 1, 1995, at the places and in the
manner stipulated in the 1987 Resolution.
Section 3. Deficiencies in the Escrow Fund. If at any
time it shall appear to the Escrow Agent that the money in the
Escrow Fund, including the anticipated proceeds of the Escrow
Securities, will not be sufficient to make all payments required
by Section 2 hereof, the Escrow Agent shall notify the District
in writing as soon as reasonably practicable of such fact,
stating the amount of such deficiency and the reason therefor,
and the District shall use its best efforts to obtain and deposit
with the Escrow Agent for deposit in the Escrow Fund, from any
legally available moneys, the additional money necessary to make
such payments; provided, that the Escrow Agent shall in no event
or manner be responsible for the failure of the District to make
any such deposit.
Section 4. Compensation and Indemnification of the
i
Escrow Agent.
a e one-time
District shall a the Escrow Agent a o e
( ) pay g n time
fee of $ for its services hereunder and shall reimburse
the Escrow Agent for its out-of-pocket expenses (including but
not limited to the fees and expenses, if any, of its counsel or
accountants) incurred by the Escrow Agent in connection with its
services hereunder; provided, that these fees and expenses shall
in no event be deducted from the Escrow Fund, and provided
further, that such fees and expenses shall not include the fees
sF2-37187.1 4
of the Escrow Agent acting in the capacity of the Paying Agent
under the 1987 Resolution.
(b) The District agrees to indemnify the Escrow Agent,
its agents and its officers or employees for, and hold the Escrow
Agent, its agents and its officers or employees harmless from,
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of
any kind (including, without limitation, reasonable fees and
disbursements of counsel or accountants for the Escrow Agent)
which may be imposed on, incurred by, or asserted against the
Escrow Agent or such other party at any time by reason of its
performance of Escrow Agent's services, in any transaction
arising out of the Agreement or any of the transactions
contemplated herein, unless due to the negligence or willful
misconduct of the particular indemnified party.
Section 5. Functions of the Escrow Agent.
(a) The Escrow Agent undertakes to perform only such
duties as are expressly and specifically set forth in the
Agreement and no implied duties or obligations shall be read into
the Agreement against the Escrow Agent.
(b) The Escrow Agent may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, and shall be protected and indemnified as
stated in the Agreement, in acting, or refraining from acting,
upon any written notice, instruction, request, certificate,
document, report or opinion furnished to the Escrow Agent and
reasonably believed by the Escrow Agent to have been signed or
SF2-37187.1 5
presented by the proper party, and it need not investigate any
fact or matter stated in such notice, instruction, request,
certificate, document, report or opinion.
(c) The Escrow Agent shall not have any liability
hereunder except to the extent of its own negligence or willful
misconduct, and in no event shall the Escrow Agent be liable for
any special, indirect or consequential damages, even if parties
I
know of the possibility of such damages. The Escrow Agent shall
have no duty or responsibility under the Agreement in the case of
any default in the performance of covenants or agreements
1 contained in the 987 Resolution or in the case of the receipt of
any written demand with respect to such default. The Escrow
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Agent is not required to resolve conflicting demands to money or
property in its possession under the Agreement.
(d) The Escrow Agent may consult with counsel of its
own choice (which may be counsel to the District) and the opinion
of such counsel shall be full and complete authorization to take
or suffer in good faith any action in accordance with such
opinion of counsel.
(e) The Escrow Agent shall not be responsible for any
of the recitals or representations contained herein or in the
1987 Resolution.
(f) The Escrow Agent may become the owner of, or
acquire any interest in, any of the 1987 Notes with the same
rights that it would have if it were not the Escrow Agent, and
may engage or be interested in any financial or other transaction
with the District.
sF2-37187.1 6
(g) The Escrow Agent shall not be liable for the
accuracy of the calculations as to the sufficiency of the Escrow
Securities and the other money deposited in the Escrow Fund to
pay the interest on or principal of the Refunded 1987 Notes as
provided in Section 2 hereof.
(h) The Escrow Agent shall not be liable for any
action or omission of the District under the Agreement, the 1987
Resolution or otherwise.
(i) Whenever in the administration of the trust of the
Agreement the Escrow Agent shall deem it necessary or desirable
that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or willful misconduct on the
part of the Escrow Agent, be deemed to be conclusively proved and
established by a certificate of an authorized representative of
the District, and such certificate shall, in the absence of
negligence or willful misconduct on the part of the Escrow Agent,
be full warrant to the Escrow Agent for any action taken or
suffered by it under the provisions of the Agreement upon the
faith thereof.
(J) The Escrow Agent may at any time resign by giving
written notice to the District of such resignation. The District
shall promptly appoint a successor Escrow Agent by the
resignation date. Resignation of the Escrow Agent will be
effective sixty (60) days after notice of the resignation is
given as stated above or upon appointment of a successor Escrow
SP2-37187.1 7
Agent, whichever first occurs. If the District does not appoint
a successor Escrow Agent by the resignation effective date, the
resigning Escrow Agent may petition any court of competent
jurisdiction for the appointment of a successor Escrow Agent (or
may deposit with the court the Escrow Securities and money held
by it in trust under the Agreement) , which court may thereupon,
after such notice, if any, as it may deem proper and prescribe
and as may be required by law, appoint a successor Escrow Agent.
After receiving a notice of resignation of an Escrow Agent, the
District may appoint a temporary Escrow Agent to replace the
resigning Escrow Agent until the District appoints a successor
Escrow Agent. Any such temporary Escrow Agent so appointed by
the District shall immediately and without further act be
superseded by the successor Escrow Agent so appointed.
(k) The Escrow Agent will provide the District with
annual statements
of the account maintained hereunder.
Section 6. Notices. All notices and communications
hereunder shall be in writing and shall be deemed to be duly
given if received or sent b first class mail as follows:
g Y
If to the District:
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, California 94022
Attention: General Manager
If to the Escrow Agent:
Seattle-First National Bank
Bond Trustee Services
1001 Fourth Avenue, filth Floor
Seattle, Washington 98154
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SF2-37197.1 8
Section 7. Severability. If any section, paragraph,
sentence, clause or provision of the Agreement shall for any
reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence, clause or
provision shall not affect any of the remaining provisions of the
Agreement.
Section 8. Execution. The Agreement may be executed
in any number of counterparts, each of which shall be deemed to
be an original, but all together shall constitute but one and the
same agreement.
SF2-37187.1 9
IN WITNESS WHEREOF, the District and the Escrow Agent
have caused the Agreement to be executed each on its behalf as of
the day and year first above written.
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
By
President of the Board of Directors
[SEAL]
I
Attest:
S e Directors
Secretary of the Board of Direct r
SEATTLE-FIRST NATIONAL BANK
By
Assistant Vice President
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SF2-37197.1 10
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SCHEDULE I
Cash Deposit
[TO COME]
Escrow Sgcurities
United States Treasury Certificates of
Indebtedness - State and Local Government Series
Principal Amount Interest Rate Maturity Date
[TO COME]
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SF2-37187.1 I-1
EXHIBIT A
[TO COME]
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sF2-37187.1 A-1
�s
EXHIBIT B
[TO COME]
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SF2-37187.1 B—1