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Home My Public Portal About20101117 - Resolution - Board of Directors (BOD) (2) i i j Cover Sheet For Scanning By ECS Originating Department General Manager Laserfiche Template Board Of Directors Template Fields Document Date: 11/17/2010 i Document Type: Resolution I i Preserve Name: Keywords(No More Than 4): Authorize Revenue Bonds Project Name: Project Number: Vendor Or Other Party: Name(First): Name (Last): Address: APN Number: Document No. 10-44 Additional Field: Additional Field: Additional Field: Additional Field: i RESOLUTION NO. 10-44 RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF REVENUE BONDS TO FINANCE THE ACQUISITION OF OPEN SPACE AND TO REFINANCE OUTSTANDING 1999 REVENUE BONDS,AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS 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 1 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 Bond Law requires that the District approve the proposed lease financing by the Authority and that the District make certain findings with respect to such financing, 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 65 86.5, 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 of the District has approved the 2011 Bonds and made the findings required by Section 6586.5 of the Bond Law; 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 and assist the District in the financing of the 2011 Project and the refinancing of the 1999 Project Lease and the 1999 Bonds; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Directors of the Midpeninsula Regional Open Space District Financing Authority, as follows: SECTION 1. Issuance of 2011 Bonds. The Board of Directors hereby authorizes the issuance of the 2011 Bonds under the Bond Law in the maximum principal (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. The 2011 Bonds shall be issued under the Bond Law and the Indenture of Trust which is approved below. SECTION 2. 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, the financing of the 2011 Project 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 Chairperson, the Treasurer or the Controller (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 Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of each such agreement, as follows: • Indenture of Trust, between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), setting forth the terms and provisions relating to the 2011 Bonds. • 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. • Assignment Agreement, between the Authority and the Trustee, whereby the Authority assigns certain of its fights under the Lease Agreement to the Trustee for the benefit of the 2011 Bond owners. • 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 3. Negotiated Sale of 2011 Bonds. The Board hereby approves the selection of Stone & Youngberg LLC, as underwriter for the Bonds (the "Underwriter"), 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, in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Authorized Officers, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Purchase Contract shall be executed in the name and on behalf of the Authority by a Authorized Officer, each of whom, acting alone, is hereby authorized and directed to execute and deliver the Purchase Contract on behalf of the Authority; provided, however, that the true interest cost payable with respect to the 2011 Bonds shall not exceed 6.15% per annum and the aggregate Underwriter's discount (exclusive of original issue discount) on the 2011 Bonds shall not exceed 0.75% of the aggregate initial principal (or denominational) amount of the 2011 Bonds. SECTION 4. Approval of Refinancing. The refinancing of the 1999 Project Lease and the 1999 Bonds is hereby approved, subject to achieving debt service savings in an amount acceptable to the Controller; issuance of the 2011 Bonds in an amount sufficient to refinance the 1999 Project Lease and the 1999 Bonds shall be conclusive evidence of the Controller's approval. SECTION 5. Official Statement. The Board hereby approves the Preliminary Official Statement describing the 2011 Bonds, in substantially the form submitted by the Underwriter and on file with the Secretary, together with any changes therein or additions thereto necessary or convenient to cause the Preliminary Official Statement to describe accurately matters pertaining to the 2011 Bonds, and the Authorized Officers are each separately authorized and directed on behalf of the Authority to review the final form of the Preliminary Official Statement and to deem the Preliminary Official Statement "near final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934, prior to distribution by the Underwriter. The Board hereby authorizes the distribution of the preliminary and the final Official Statement by the Underwriter. The Authorized Officers are each separately 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. The final Official Statement shall be executed in the name and on behalf of the Authority by an Authorized Officer, each of whom is hereby authorized and directed to execute and deliver the final Official Statement on behalf of the Authority. SECTION 7. Municipal Bond Insurance and Surety Bonds. The Authorized Officers, each acting alone, are hereby authorized and directed to obtain a municipal bond insurance policy for the 2011 Bonds and reserve account surety bonds for the Reserve Account established under the Indenture if it is determined, upon consultation with the Underwriter, that such municipal bond insurance policy and/or surety bonds will reduce the true interest costs with respect to the 2011 Bonds. SECTION 8. Official Actions. The Authorized Officers, the Secretary, the Authority general counsel and all other officers of the Authority are each authorized and directed in the name and on behalf of the Authority to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance 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 Authority 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 if such officer is absent or unavailable. SECTION 9. Effective Date. This Resolution shall take effect immediately upon its passage and adoption. RESOLUTION No. 10-44 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District Financing Authority on November 17, 2010, at a Regular Meeting thereof,by the following vote: AYES: CYR,HARRIS,CYR,HANKO,AND SIEMENS NOES: NONE ABSTAIN: NONE ABSENT: HASSETT ATTEST: APPROVED: S retary Vice President oard of Directors Board of Directors I, the Secretary of the Midpeninsula Regional Open Space District Financing Authority, 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 Financing Authority by the above vote at a meeting thereof duly held and called on the above day. �� Secretary