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Document Date: 11/17/2010
Document Type: Resolution
Preserve Name:
Keywords(No More Than
4): Approve Revenue Bonds
Project Name:
Project Number:
Vendor Or Other Party:
Name (First):
Name (Last):
Address:
APN Number:
Document No. 10-43
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RESOLUTION NO. 10-43
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
APPROVING DOCUMENTS AND ACTIONS RELATING TO THE
FINANCING OF THE ACQUISITION OF OPEN SPACE AND THE
REFINANCING OF AN OUTSTANDING LEASE OBLIGATION
AND RELATED REVENUE BONDS
WHEREAS, the Midpeninsula Regional Open Space District (the "District")
wishes to finance the acquisition and improvement of open space (the "2011 Project");
and
WHEREAS, the District previously entered into a Project Lease dated as of
January 1, 1999 (the "1999 Project Lease"), with the Midpeninsula Regional Open Space
District Financing Authority (the "Authority") for the purpose of (i) financing the
acquisition of open space and (ii) refunding on an advance basis the District's outstanding
1992 Promissory Notes; and
WHEREAS, the Authority issued its 1999 Revenue Bonds (the "1999 Bonds")
pursuant to a Trust Agreement dated as of January 1, 1999 (the "1999 Trust Agreement"),
by and among the District, the Authority and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the "1999 Trustee"); and
WHEREAS, the 1999 Bonds were secured by and payable from the Base Rental
Payments payable by the District under the 1999 Project Lease; and
WHEREAS, the District wishes to refinance the 1999 Project Lease and the 1999
Bonds; and
WHEREAS, to that end, the District has proposed to lease certain real property
consisting of open space owned by the District (the "Leased Property") to the Authority in
consideration of the payment by the Authority of an upfront rental payment which is
sufficient to provide funds to finance acquisition and improvement of the 2011 Project
and to refinance the 1999 Project Lease and the 1999 Bonds; and
WHEREAS, in order to raise funds for such purpose, the Authority proposes to
issue and sell its Midpeninsula Regional Open Space District Financing Authority 2011
Revenue Bonds (the "2011 Bonds") under the provisions of Article 4 (commencing with
Section 6584) of Chapter 5 of Division 7 of Title I of the Government Code of the State
of California (the "Bond Law"); and
WHEREAS, in order to secure the payments of principal of and interest on the
2011 Bonds, the Authority proposes to lease the Leased Property back to the District
under a Lease Agreement (the "Lease Agreement"), under which the District is obligated
to pay semiannual lease payments as rental for the Leased Property, and the Authority
will assign substantially all of its rights under the Lease Agreement to The Bank of New
York Mellon Trust Company, N.A., as trustee for the 2011 Bonds (the "2011 Trustee");
and
WHEREAS, as a condition precedent to the issuance of the 2011 Bonds to
finance the 2011 Project, Section 6586.5 of the California Government Code requires that
the District approve the proposed lease financing by the Authority and that the District
make certain findings with respect to such financing, as hereinafter set forth, and Section
6586.5 further requires that such approval be given and findings be made only after
noticed public hearing has been held within each county where the 2011 Project will be
located; and
WHEREAS, the District held a public hearing in San Mateo County on
November 15, 2010, at which all interested persons were provided the opportunity to
speak on the subject of financing the 2011 Project, and, as required by Section 6586.5, the
District caused publication of a notice of a public hearing on the financing of the 2011
Project once at least five days prior to the hearing in a newspaper of general circulation in
San Mateo County; and
WHEREAS, the District held a public hearing in Santa Clara County on the date
hereof at which all interested persons were provided the opportunity to speak on the
subject of financing the 2011 Project, and, as required by Section 6586.5, the District
caused publication of a notice of a public hearing on the financing of the 2011 Project
once at least five days prior to the hearing in a newspaper of general circulation in Santa
Clara County; and
WHEREAS, the Board of Directors wishes at this time to approve all
proceedings to which it is a party relating to the issuance and sale of the 2011 Bonds, the
financing of the 2011 Project and the refinancing of the 1999 Project Lease and the 1999
Bonds;
NOW, THEREFORE, BE IT RESOLVED by the Midpeninsula Regional Open
Space District, as follows:
SECTION 1. Findings. Pursuant to the Bond Law, and based on the information
provided to the Board of Directors by District staff and consultants, all as set forth in the
proceedings and documents providing for the issuance and delivery of the 2011 Bonds,
the Board of Directors hereby finds and determines that the issuance of the 2011 Bonds
and the transactions related thereto will result in significant public benefits within the
contemplation of Section 6586 of the Bond Law, namely, demonstrable savings in bond
preparation, bond underwriting and bond issuance costs.
The Board of Directors hereby finds that the fair rental value of the Leased
Property is the same whether such Leased Property is available to the District in its
current condition or the property is damaged but remains open space. In making such
determination, consideration has been given to the benefits that will accrue to the District
and the general public from the availability of the Leased Property as open space. As a
result, the Lease Agreement will not provide for abatement of the Lease Payments in the
event of destruction or damage to the Leased Property.
SECTION 2. Issuance of the 2011 Bonds. The Board of Directors hereby
approves the issuance of the 2011 Bonds by the Authority under the Bond Law in the
maximum initial principal amount (or, with respect to capital appreciation bonds,
denominational amount) of $60,000,000, for the purpose of providing funds to finance
the 2011 Project and to refinance the 1999 Project Lease and the 1999 Bonds.
SECTION 3. Approval of Related Financing Agreements. The Board of
Directors hereby approves each of the following agreements required for the issuance and
sale of the 2011 Bonds and the refinancing of the 1999 Project Lease and the 1999 Bonds,
in substantially the respective forms on file with the Secretary together with any changes
therein or additions thereto deemed advisable by the President, the Secretary, the General
Manager and the Controller of the District (each, an "Authorized Officer"), whose
execution thereof shall be conclusive evidence of the approval of any such changes or
additions. An Authorized Officer is hereby authorized and directed for and in the name
and on behalf of the District to execute, and the Secretary is hereby authorized and
directed to attest, the final form of each such agreement, as follows:
• Site Lease, between the District as lessor and the Authority as lessee,
under which the District leases the Leased Property to the Authority in
consideration of the payment of an amount which will be applied by
the District to finance the 2011 Project and to refinance the 1999
Project Lease and the 1999 Bonds.
• Lease Agreement, between the Authority as lessor and the District as
lessee, under which the Authority leases the Leased Property back to
the District and the District agrees to pay semiannual lease payments
which are sufficient to provide revenues with which to pay principal of
and interest on the 2011 Bonds when due.
• Escrow Deposit and Trust Agreement, among the Authority, the
District and the 1999 Trustee, providing for the deposit, investment
and application of funds to refinance the 1999 Project Lease and the
1999 Bonds.
SECTION 4. Negotiated Sale of Refunding Bonds. The District hereby
approves of the Authority's selection of Stone & Youngberg LLC, as the underwriter for
the Bonds, and approves the sale of the Bonds by negotiation with the Underwriter,
pursuant to the Purchase Contract by and between the Authority and the Underwriter. The
underwriter's spread proposed by Stone & Youngberg LLC (in an amount not to exceed
0.75% of the aggregate initial principal (or denominational) amount of the Authority's
Bonds) is both reasonable and customary under the prevailing market conditions.
SECTION 5. Official Statement. The District hereby approves the preliminary
Official Statement describing the 2011 Bonds, in substantially the form on file with the
Secretary. Distribution of the preliminary Official Statement and the final Official
Statement by the Underwriter is hereby approved. The Authorized Officers are hereby
authorized and directed to approve any changes in or additions to the final form of the
Official Statement, whose execution thereof shall be conclusive evidence of approval of
any such changes and additions.
SECTION 6. Legal Services Agreement. An Authorized Officer is hereby
authorized to execute in the name and on behalf of the District a legal services agreement
with Meyers, Nave, Riback, Silver & Wilson, a Professional Law Corporation, as
disclosure counsel to the District, and Jones Hall, A Professional Law Corporation, as
bond counsel to the District, in substantially the form on file with the Secretary.
SECTION 7. Official Actions. The Authorized Officers, the District's general
counsel and all other officers of the District are each authorized and directed in the name
and on behalf of the District to make any and all leases, assignments, certificates,
requisitions, agreements, notices, consents, instruments of conveyance or termination,
warrants and other documents, which they or any of them deem necessary or appropriate
in order to consummate any of the transactions contemplated by the agreements and
documents approved under this Resolution. Whenever in this Resolution any officer of
the District is authorized to execute or countersign any document or take any action, such
execution, countersigning or action may be taken on behalf of such officer by any person
designated by such officer to act on his or her behalf in the case such officer is absent or
unavailable.
SECTION 8. Effective Date. This Resolution shall take effect immediately
upon its passage and adoption.
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RESOLUTION No. 10-43
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on November 17, 2010 at a Regular Meeting thereof, by the following vote:
AYES: RIFFLE,HARRIS,CYR,HANKO,AND SIEMENS
NOES: NONE
I
ABSTAIN: NONE
ABSENT: HASSETT
ATTEST: APPROVED:
retary Vice President
Board of Directors Board of Directors
I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify that
the above is a true and correct copy of a resolution duly adopted by the Board of Directors of
the S Midpeninsula Regional Open ace District by the above vote at a meeting thereof duly
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held and called on the above day.
District Clerk