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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