HomeMy Public PortalAboutResolution - 77-21- 19770511 - Accpeting offer to purchRESOLUTION. NO. 77-21 •
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula
Regional Open Space District on May 11
regular meeting thereof, by the following vote:
, 19 77 at a
AYES: Katherine Duffy, Daniel Wendin, Barbara Green, Richard
Bishop, Edward Shelley, Harry Turner and Nonette Hanko
NOES: None
ABSTAIN: None
ABSENT:
ATTEST: APPROVED:
r
Secretary, Board of Directors President,`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
Midpeninsula Regional Open Space District by the above vote at a
meeting thereof duly held and called on the above date.
District Clerk
I
RESOLUTION NO. 77-21
RESOLUTION OF BOARD OF DIRECTORS OF MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT ACCEPTING OFFER TO
PURCHASE PROMISSORY NOTES
BE IT RESOLVED by the Board of Directors of
Midpeninsula Regional Open Space District that the offer
dated May 11, 1977, from Stone & Youngberg, Investment
Securities, San Francisco, addressed to this Board of
Directors in the form attached hereto, to purchase not
to exceed Ten Million Dollars ($10,000,000) principal amount
of Promissory Notes of the District, subject to the terms
and conditions of said offer, be and it is hereby accepted;
that said offer as so accepted is an agreement between Stone
& Youngberg and this District; and that this District shall
sell to Stone & Youngberg all notes issued pursuant to and
subject to the terms and conditions of said agreement.
BE IT FURTHER RESOLVED that the President of the
Board of Directors is hereby authorized to execute and the
Secretary of the Board is hereby authorized to attest said
acceptance.
This resolution shall take effect from and after
its passage and approval.
PASSED AND ADOPTED this 11 day of May, 1977, by
the following vote:
AYES: Directors Duffy, Hanko, Green, Wendin, Turner,
Bishop and Shelley
NOES: None
ABSENT: None
SECRETARY'S CERTIFICATE
I, Barbara Green , Secretary of the Board of
Directors of Midpeninsula Regional Open Space District, do
hereby certify as follows:
The foregoing is a full, true and correct copy of
a resolution duly adopted by the Board of Directors of said
District at a regular meeting of said Board duly and regular-
ly and legally held in the regular meeting place thereof on
May 11, 1977, of which meeting all the members of said Board
had due notice and at which a majority thereof was present.
At said meeting said resolution was introduced by
Director Wendin and read in full, and was thereupon, upon
motion of Director Wendin
adopted by the following vote:
seconded by Director Green
AYES: Directors Duffy, Hanko, Green, Wendin, Turner, Bishop
and Shelley
NOES: None
ABSENT: None
I have carefully compared the same with the original
minutes of said meeting on file and of record in my office and
said resolution is a full, true and correct copy of the original
resolution adopted at said meeting and entered in said minutes.
The original resolution has not been amended, modified
or rescinded since the date of its adoption and the same is
now in full force and effect.
Dated: May 11, 1977.
1972
CLKIN
4(?2,g4ifyiAtu
Secretary
' CEtV ED MAY 9 197
STONE & YOUNGBERG INVESTMENT SECURITIES
MEMBERS: PACIFIC STOCK EXCHANGE
May 11, 1977
Board of Directors
Midpeninsula Regional Open Space District
745 Distel Drive
Los Altos, California 94022
Attention: Herbert Grench, General Manager
RE: Proposed Issuance of District Promissory Notes
Members of the Board:
In accordance with our recent discussions with your staff, and special
bond counsel regarding a plan for financing the acquisition of lands for
recreation and open space, we submit the following proposal:
It is our understanding that:
A. Midpeninsula Regional Open Space District, (the District) has
as a major objective, a land acquisition program.
B. In carrying out such a program, the District will enter into
agreements to purchase certain properties at times and for amounts of money
that are unknown at this time.
C. In order to maximize the ability to purchase property, and to
reimburse the District's acquisition fund for moneys temporarily advanced
to purchase property, the District wants to have financing available on a
timely basis, without unnecessary delays.
D. The District estimates that during the next three years approximately
$10,000,000 may be required to purchase property.
ONE CALIFORNIA STREET. SUITE 2800 • SAN FRANCISCO. CALIFORNIA 94111 • (415) 981-1314
Board of Directors
Midpeninsula Regional Open Space District
Attn: Herbert Grench, General Manager
Page 2
May 11, 1977
E. The District intends to issue negotiable promissory notes, pursuant
to the provisions of Section 5544.2 of the State of California Public
Resources Code to finance the acquisition of property.
F. The District wishes to have a firm agreement from us to purchase
all such promissory notes to issue.
We agree to purchase all of the Midpeninsula Regional Open Space District
Promissory Notes to be issued under such a procedure, except for notes issued
to landowners for installment purchases of land, subject to the following
terms and conditions:
1. All promissory notes shall be issued pursuant to Section 5544.2
of the California Public Resources Code.
2. Negotiable Promissory Notes, shall be issued serially in
equal annual principal amounts, with the maximum maturity being ten years.
Said notes shall be printed, be issued in $5000 denominations, and have
interest coupons.
3. The promissory notes shall be accompanied by the unqualified
approving legal opinion of Orrick, Herrington, Rowley & Sutcliffe of San
Francisco, California. The cost of legal opinion is to be paid by the
District.
4. The promissory notes shall not be subject to call prior to
maturity.
Board of Directors
Midpeninsula Regional Open Space District
Attn: Herbert Grench
Page 3
May 11, 1977
5. Each issue of notes will be for a defined land acquisition,
and the Security shall be the legal tax rate upon the assessed valuation
of the entire Midpeninsula Regional Open Space District.
6. The total aggregate amount of promissory notes to issue
shall not exceed either $10,000,000 or the maximum amount allowable under
State law, whichever shall be the lesser.
7. Interest on all notes to issue shall be exempt from both
Federal and State of California income tax.
8. Principal and interest shall be payable either at the District
Office or at the office of a paying agent. If a paying agent is selected,
said agent shall be subject to our approval.
9. Interest rates on each note issue shall be determined by the
following formula.
When the principal amount of each issue is determined,
a. Stone & Youngberg and the District shall agree upon a
one year to ten year yield basis for the current market
for State of California general obligation bonds.
b. Six -tenths of one percent (.60) shall be added to each
maturity of the schedule in "a". This new schedule shall
create a yield basis for District notes.
c. A series of interest rates shall be applied to the maturities
in schedule "b" which shall create an average dollar price
of 102%.
Board of Directors
Midpeninsula Regional Open Space District
Attn: Herbert Grench, General Manager
May 4
May 11, 1977
The interest rate for each maturity of District notes shall
be as determined in "c". The maximum spread between the high
and the low interest coupon rate in each note issue shall be 2%.
An example of the forgoing is shown on Schedule A.
10. The purchase price of each issue of promissory notes shall
be Par (100%) of the principal amount to issue plus accrued interest to
date of delivery.
11. The purchase price shall be paid in full when each note
issue, together with the legal opinion, arbitrage statement, and non -litigation
certificate are delivered to us. Delivery shall be at a bank of our mutual
choice in San Francisco, California.
12. All promissory notes issued under this agreement shall be
delivered to us for payment on or before July 2, 1980.
13. Stone & Youngberg will prepare any necessary or required
disclosure statement at our expense, and the District shall cooperate in
providing information required to make any necessary disclosure statement.
14. This agreement is for all notes to issue from date of
acceptance of this agreement to July 2, 1980.
Board of Directors
Midpeninsula Regional Open Space District
Attn: Herbert Grench, General Manager
Page 5
May 11, 1977
If this offer meets with your approval, please pass the
appropriate Board Resolution approving this offer and agreeing to sell
all notes to issue to Stone & Youngberg.
Very truly yours,
__._. STONE & YOUNGBERG
1
CU
Davie Ha tley
Partner
ACCEPTED BY BOARD OF DIRECTORS OF THE
MID INSULA REGIONAL
OPEN SPACE DISTRICT
By
esident
ATTEST:
Date
SCHEDULE A
PRICING FORMULA EXAMPLE AS OF 4/22/77
Coupon
District Interest Dollar
Maturity State of Calif. G. 0. Yield Rate Price
1978 2.75 .60 3.35 6 1/2% 103.07
1979 3.20 .60 3.80 6 1/2 105.15
1980 3.45 .60 4.05 6 1/2 106.86
1981 3.60 .60 4.20 5 1/2 105.65
1982 3.75 .60 4.35 4 1/2 100.67
1983 3.40 .60 4.50 4 1/2 100.00
1984 4.00 .60 4.60 4.60 100.00
1985 4.10 .60 4.70 4 3/4 100.33
1986 4.20 .60 4.80 4 3/4 99.64
1987 4.30 .60 4.90 4 3/4 98.83
Average . . . 102.02
R ECEIV ED t1AY 3 1977
STONE & YO V N GB E RG INVESTMENT SECURITIES
MEMBERS: PACIFIC STOCK EXCHANGE
May 11, 1977
Board of Directors
Midpeninsula Regional Open Space District
745 Distel Drive
Los Altos, California 94022
Attention: Herbert Grench, General Manager
RE: Proposed Issuance of District Promissory Notes
Members of the Board:
In accordance with our recent discussions with your staff, and special
bond counsel regarding a plan for financing the acquisition of lands for
recreation and open space, we submit the following proposal:
It is our understanding that:
A. Midpeninsula Regional Open Space District, (the District) has
as a major objective, a land acquisition program.
B. In carrying out such a program, the District will enter into
agreements to purchase certain properties at times and for amounts of money
that are unknown at this time.
C. In order to maximize the ability to purchase property, and to
reimburse the District's acquisition fund for moneys temporarily advanced
to purchase property, the District wants to have financing available on a
timely basis, without unnecessary delays.
D. The District estimates that during the next three years approximately
$10,000,000 may be required to purchase property.
ONE CALIFORNIA STREET. SUITE 2800 • SAN FRANCISCO, CALIFORNIA 94111 • {415) 981.1314
•
Board of Directors
Midpeninsula Regional Open Space District
Attn: Herbert Grench, General Manager
Page 2
May 11, 1977
E. The District intends to issue negotiable promissory notes, pursuant
to the provisions of Section 5544.2 of the State of California Public
Resources Code to finance the acquisition of property.
F. The District wishes to have a firm agreement from us to 'purchase
all such promissory notes to issue.
We agree to purchase all of the Midpeninsula Regional Open Space District
Promissory Notes to be issued under such a procedure, except for notes issued
to landowners for installment purchases of land, subject to the following
terms and conditions:
1. All promissory notes shall be issued pursuant to Section 5544.2
of the California Public Resources Code.
2. Negotiable Promissory Notes, shall be issued serially in
equal annual principal amounts, with the maximum maturity being ten years.
Said notes shall be printed, be issued in $5000 denominations, and have
interest coupons.
3. The promissory notes shall be accompanied by the unqualified
approving legal opinion of Orrick, Herrington, Rowley & Sutcliffe of San
Francisco, California. The cost of legal opinion is to be paid by the
District.
4. The promissory notes shall not be subject to call prior to
maturity.
Board of Directors
Nidpeninsula Regional Open Space District
Attn: Herbert Grench.
Page 3
May 11, 1977
S. Each issue of notes will be for a defined land acquisition,
and the Security shall be the legal tax rate upon the assessed valuation
of the entire yidpeninsula Regional Open Space District.
6. The total aggregate amount of promissory notes to issue
shall not exceed either $10,000,000 or the maximum amount allowable under
State law, whichever shall be the lesser.
7. Interest on all notes to issue shall be exempt from both
Federal and State of California income tax.
8. Principal and interest shall be payable either at the District
Office or at the office of a paying agent. If a paying agent is selected,
said agent shall be subject to our approval.
9. Interest rates on each note issue shall be determined by the
following formula.
When the principal amount of each issue is determined,
a. Stone & Youngberg and the District shall agree upon a
one year to ten year yield basis for the current market
for State of California general obligation bonds.
b. Six -tenths of one percent (.60) shall be added to each
maturity of the schedule in "a". This new schedule shall
create a yield basis for District notes.
c. A series of interest rates shall be applied to the maturities
in schedule TTbTT which shall create an average dollar price
of 102%.
Board of Directors
Midpeninsula Regional Open Space District
Attn: Herbert Grench, General Manager
May 4
May 11, 1977
The interest rate for each maturity of District notes shall
be as determined in "c". The maximum spread between the high
and the low interest coupon rate in each note issue shall be 2%.
An example of the forgoing is shown on Schedule A.
10. The purchase price of each issue of promissory notes shall
be Par (100%) of the principal amount.. to issue plus accrued interest to
date of delivery.
11. The purchase price shall be paid in full when each note
issue, together with the legal opinion, arbitrage statement, and non -litigation
certificate are delivered to us. Delivery shall be at a bank of our mutual
choice in San Francisco, California.
12. All promissory notes issued under this agreement shall be
delivered to us for payment on or before July 2, 1980.
13. .Stone .& Youngberg will prepare any necessary or required
disclosure statement at our expense, and the District shall cooperate in
providing information required to make any necessary disclosure statement.
14. This agreement is for all notes to issue from date of
acceptance of this agreement to July 2, 1980.
Board of Directors
Midpeninsula Regional Open Space District
Attn: Herbert Grench, General Manager
Page 5
May 11, 1977
If this offer meets with your approval, please pass the
appropriate Board Resolution approving this offer and agreeing to sell
all notes to issue to Stone & Youngberg.
Very truly yours,
ST NE & YOUNGBERG
David ]. Hart ey
Partner
ACCEPTED BY BOARD OF DIRECTORS OF THE
MI &T NINSULA REGIONAL OPEN SPACE DISTRICT
ei
President
By
ATTEST:
SCHEDULE A
PRICING FORMULA EXAMPLE AS OF 4/22/77
Coupon
District Interest Dollar
Maturity State of Calif. G. 0. Yield Rate Price
1978. 2.75 .60 3.35 6 1/2% 103.07
1979 3.20 .60 3.80 6 1/2 105.15
1980 3.45 .60 4.05 6 1/2 106.86
1981 3.60 .60 4.20 5 1/2 105.65
1982 3.75 .60 4.35 4 1/2 100.67
1983 3.40 .60 4.50 4 1/2 100.00
1984 4.00 .60 4.60 4.60 100.00
1985 4.10 .60 4.70 4 3/4 100.33
1986 4.20 .60 4.80 4 3/4 09.64
1987 4.30 .60 4.90 4 3/4 98.83
Average .
. . 102.02