HomeMy Public PortalAboutResolution - 77-24- 19770622 - Leonhart Property NorthRESOLUTION NO. 77-24
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula
Regional Open Space District on June 22 , 19 77 at a
regular meeting thereof, by the following vote:
AYES: Katherine Duffy, Barbara Green, Nonette Hanko, Richard
Bishop, Daniel Wendin and Harry Turner
NOES: None
ABSTAIN: None
ABSENT: Edward Shelley
ATTEST:
Gd 11,44 4 !, .e4d
APPROVED:
Secretary, Board of Directors President, oard 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
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
RESOLUTION NO. 77-24
RESOLUTION OF THE BOARD OF DIRECTORS OF
MIDPENINSULA REGIONAL OPEN SPACE DIS-
TRICT PROVIDING FOR THE ISSUANCE OF NOT
TO EXCEED $10,000,000 PRINCIPAL AMOUNT
OF MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT NEGOTIABLE PROMISSORY NOTES
WHEREAS, the Board of Directors (the "Board") of the.
Midpeninsula Regional Open Space District (the "District")
has found and determined that funds in an amount not to exceed
$10,000,000 may be required by the District for the purposes
of implementing the District's plan to acquire necessary and
proper lands for open space purposes of the District and re-
imbursing the District's acquisition fund for monies temporar-
ily advanced to acquire such lands, all in accordance with the
provisions of Article 4, Chapter 3 of Division 5 of the Public
Resources Code of the State of California (the "Code"); and
WHEREAS, Section 5544.2 of the Code authorizes the
issuance and sale of negotiable promissory notes to provide
funds for the accomplishment of said purpose and the Board
has determined to authorize the issuance of Midpeninsula
Regional Open Space District Negotiable Promissory Notes
in such series from time to time as may hereafter be es-
tablished by supplemental resolutions of the Board authorizing
the issuance thereof; and
WHEREAS, it is desirable to adopt this Reso-
lution in order to declare the terms and conditions upon and
subject to which the Notes may hereafter be authorized and
issued;
NOW, THEREFORE, BE IT RESOLVED by the Board of --
Directors of Midpeninsula Regional Open Space District as
follows:
Section 1. 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, happen and be performed precedent to and in
the issuance of the Notes have existed, happened and been
performed in due time, form and manner as required by law, and
the District is duly authorized by law to issue the Notes and
incur indebtedness in the manner and upon the terms provided
in this Resolution.
Section 2. Pursuant to the provisions of Section
5544.2 of the Code, the District may borrow from Stone &.
Youngberg (the "Purchaser") principal amounts not to exceed'
in the aggregate $10,000,000 or the maximum amount allowable
under Section 5544.2 of the Code, whichever shall be the
lesser, by the issuance as hereinafter provided of negotiable
promissory notes to evidence said indebtedness.'
Section 2. Negotiable promissory notes (the "Notes")
in the aggregate principal amount not to exceed $10,000,000
or the maximum amount allowable under Section 5544.2 of the
Code, whichever shall be the lesser, may be issued by the
District for the purposes hereinabove set forth under and
subject to the terms of this Resolution from time to
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time as the issuance thereof is authorized by the Board by sup-
plemental resolution. The Notes shall be negotiable in form and
of the character known as serial; shall be numbered in consecutive
numerical order from lower to higher in order of their respective
maturities; and shall be issued in denominations of $5,000 each.
The initial series of the Notes shall be designated as "Midpen-
insula Regional Open Space District Negotiable Promissory
Notes, Series A", and each subsequent series shall be similarly
designated in consecutive alphabetical order. Each series of
the Notes shall mature in equal annual principal amounts, and
the maximum maturity of each series of the Notes shall' be ten
years.
All of the Notes shall bear interest from their date
until paid at the rate or rates as may be fixed by the Board
at the time of sale thereof, not to exceed the maximum rate of
interest then permitted by law, pursuant to the terms. of that
Agreement dated as of May 11,.1977, by and between the District
and the Purchaser (the "Agreement."). Such interest shall be
payable semiannually, except that the first interest payment
date on any series of the Notes may be any date on or before
twelve months from the date of said series_ Such interest -
shall be evidenced by coupons attached to each of the Notes, and
each of said coupons shall represent six months' interest:on
the Note to which it is attached, except that the first coupon
shall represent interest for the period from the date of the
Notes of such series to the first interest payment date thereon.
The Notes shall nbt be subject to registration either as
to principal or interest. The Notes of each series shall
mature and be payable in consecutive numerical order, from
lower to higher.
Both the principal of and interest on the Notes
3
shall be payable in lawful money of the United States of
America at such offices of such bank (the "Paying Agent") as
shall be designated by supplemental resolution. The Notes
shall not be subject to call or redemption prior to their
fixed maturity dates.
Section 4. The Notes of each series and the coupons
attached thereto shall each be substantially in the following
form, the blanks in said forms to be filled in with appropriate
words or figures to comply with the provisions of this resolu-
tion, namely:
4
WORM OF NOTE]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
SANTA CLARA AND SAN MATEO COUNTIES
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT NEGOTIABLE PROMISSORY
NOTE, SERIES
No. $ 5,000 -
The MIDPENINSULA REGIONAL OPEN SPACE DISTRICT (the
"District") of Santa Clara and San Mateo Counties, State of
California (the "State") , hereby acknowledges itself indebted
and for value received promises to pay to the bearer hereof on
, 19 , the principal sum of
FIVE THOUSAND DOLLARS ($5,000)
together with interest thereon from the date hereof until pay-
ment of said sum in full at the rate of percent
C o) per annum until payment- of said principal sum in full,
payable on , 19 , and thereafter semiannually
on .and of each year. Such
interest, prior to maturity, shall be payable only on presen-
tation and surrender of the proper interest coupons hereto
attached as they respectively become due. Both the principal
of and interest on this note are payable in lawful money of
the United States of America at the principal office of
in San Francisco, California.
This note is one of a duly authorized issue of notes
of the District aggregating not to exceed $10,000,000 in prin-
cipal amount, all of like tenor and date (except for such vari-
ations, if any, as may be required to designate varying series,
5
numbers, interest rates or maturities) and authorized to be
issued under and pursuant to a resolution of the Board of
Directors (the "Board") of the District duly and regularly
passed and adopted under authority of Section 5544.2 of the
Public Resources Code of the State.
It is hereby certified, recited and declared that this
note is issued in strict conformity with the Constitution and
laws of the State and with the proceedings of the Board
authorizing the same, and that all acts, conditions and things
required to exist, happen and be performed precedent to and
in the issuance of this note have existed, happened and been
performed in regular and due time, form and manner as required
by law, and that this note, together with all indebtedness and
obligations of the District, does not exceed any limit pre-
scribed by the Constitution or statutes of the State, and
that provision has been made as required by law for the col-
lection of an annual tax sufficient to pay the principal of
and interest on this note as the same become due, subject,
however, to the annual tax rate limitation applicable to
the District.
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IN WITNESS WHEREOF, the District has caused this
note to be signed by the members of the Board and countersigned
by the Secretary of the Board and the seal of the District to
be affixed thereto, and has caused the interest coupons at-
tached hereto to be signed by the Treasurer of the Board and
this note to be dated , 19 .
[SEAL]
Members of the Board of Directors
of Midpeninsula Regional Open
Space District
Countersigned:
Secretary of the Board of
Directors
[FORM OF INTEREST COUPON]
Coupon No.
The Nidpeninsula Regional
,Open Space District on
will pay to the bearer at the
principal office of
in San Francisco,
California, the sum shown here- $
on in lawful money of the United
States of America, being inter-
est then due on its Negotiable
Promissory Note, Series
dated
, 19
, 19
Treasurer of the Board
of Directors
Section 5. The members of the Board of the District
are hereby authorized to execute the Notes on behalf of the
District, and the Secretary of the Board is hereby authorized
to countersign the Notes and affix the seal of the District
thereto. All of the Notes shall be executed in the,name and
on behalf of the District, with the signatures of at least
four -fifths of the members of the Board of the District and
the countersignature of its Secretary. All such signatures
and countersignatures may be printed, lithographed, engraved
or otherwise mechanically reproduced, of at least one of such
signatures or countersignatures to the Notes shall be manually
affixed. The seal of the District may be manually impressed
upon the Notes or printed, engraved, stamped, or otherwise
placed in facsimile thereon. Such signing, countersigning and
sealing as herein provided shall be a sufficient and binding exe-
cution of the Notes and coupons by the District. If any officer
or member of the Board whose signature or countersignature
appears on any note or coupon ceases to be such officer or
member before the delivery of the Notes to the purchaser, the
signature or countersignature appearing either on the Notes
or the coupons, or on both, shall be valid and sufficient for
all purposes to the same extent as if the officer or member
had remained in the office until the delivery of the Note_
Section 6. All proceeds of sale of the Notes (except
accrued interest received on such sale) shall be deposited
with the Controller of the District and shall be withdrawn
therefrom only upon the order of the Board or pursuant to its
directions, and shall be applied exclusively to the purpose
9
and object for which the Notes were authorized to be i:;sued.
When said purpose and object has been accomplished, any of
such proceeds of sale remaining shall be transferred to the
Midpeninsula Regional Open Space District Negotiable Promis-
sory Note Fund referred to in Section 7 hereof, and used for
payment of principal and interest on the Notes. When said
purpose and object has been accomplished and all principal
and interest on the Notes have been paid, any balance of
money then remaining shall be used for any lawful District
purposes.
Section 7. For the purpose of paying the principal
of and interest on the Notes, the Board shall cause to be
levied and collected and the Board of Supervisors of the
County of Santa Clara and the Board of Supervisors of the
County of San Mateo shall levy and collect, in a manner pro-
vided by and subject to any limitations of law, a tax on all
taxable real and personal property in the District sufficient
to meet the proportion of taxes required by section 5571 of
the Code to be raised in each such County for the purposes of:
(1) paying such interest and principal on the Notes as will
become due before the proceeds of a tax levied at the next
general tax levy will be available; and (2) paying all other
requirements of the District as shown by the estimate of -.the
Board provided for in section 5570 of the Code. Said tax
shall be levied and collected at the time of making the first
general tax levy after the sale of the first series of the
Notes and at the time of making each general tax levy there-
after until the principal of and interest on all of the Notes
are paid, or until there is a sum deposited with the Director
of Finance of the County of•Santa Clara for that purpose suf-
ficient to meet all payments of principal of and interest' on
10
the Notes as they become due. The proceeds from said tax
levied by both Counties shall be deposited with the Director.
of Finance of the County of Santa Clara. From said proceeds
the Director of Finance of the County of Santa Clara shall
deposit as soon as possible after each receipt of tax collec-
tions in December and April of each year, and in no event
later than the next following January 10 and July 10, respec-
tively, the interest coming due on the Notes on the next in-
terest payment date and one-half of the principal coming due
on the next principal payment date on all of the Notes then
outstanding, in a fund which shall be designated "Midpeninsula
Regional Open Space District Negotiable Promissory Note Fund"
(the "Note Fund"). On -or before each interest payment date
and each principal payment date on any of the Notes, the Director
of Finance of the County of Santa Clara shall transfer to the
Paying Agent an amount sufficient to pay the interest next
coming due on the Notes and any principal installment next com-
ing due on any of the Notes.
There shall likewise be deposited in the Note Fund
any moneys received on account of interest accrued on the Notes
from their date to the date of delivery and actual payment of
the purchase price thereof. Moneys=. in the Note Fund shall. be
invested by the Director of Finance of the County of Santa Clara.
The interest on said deposits shall accrue to the general fund
of the District. -
The Board covenants that the aforementioned portion
of the proceeds from said tax raised for the purpose of paying
said principal and interest on the Notes shall be used ex-
clusively for such purpose and shall be paid into the Note
Fund when and as provided herein. The Board covenants that
the District shall budget and encumber at the beginning of
each fiscal year for the Note Fund annual ad valorem tax
funds exclusively and in sufficient amount for payment of
11
said principal and interest. The Board furthey covenants
that the District shall in each year in which any payment
of interest on or principal of any of the Notes shall be-
come due (1) prior to final approval by the Board of its an-
nual budget deliver a copy of its proposed annual budget to
the Director of Finance of Santa Clara County and to the Pay-
ing Agent, and (2) promptly after said final approval file a
copy of the final annual budget with the Director of Finance
of Santa Clara County and the Paying Agent.
Section 8. Whenever the Board determines to issue
Notes of any series under the terms of this Resolution, the
Board shall adopt a supplemental resolution prescribing the
date of the Notes of such series, the principal amount
thereof, serial maturities, the date of payment of principal
and interest, and such other terms and conditions as may be
appropriate ro riate to the series of Notes then proposed to be issued.
Section 9. Notes when and as issued shall be sold to
the Purchaser pursuant to and in compliance with the terms
of the Agreement.
Section 10. The Board, as issuer of the Notes on
behalf of the District, hereby covenants that it will make no
use of the Proceeds of the Notes which would cause the Notes
to be "arbitrage bonds" under Section 103(c) of the Internal
Revenue Code; and, to that end, so long as any of the Notes
are -outstanding, the issuer with respect to the proceeds of
the Notes, and all officers having custody or control of
such proceeds, shall comply with all requirements of said
Section and the regulations of the United States Department
of the Treasury thereunder, to the extent that such regulations
are, at the time; applicable and in effect.
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Section 11. This resolution shall take effect from
and after its passage and approval.
C^ r� ADOPTED AND ADOPTED this day of June, 1977 by the
following vote:
AYES: Directors Katherine Duffy, Barbara Green, Nonette
Hanko, Richard Bishop, Daniel Wendin and Harry Turner
N OE S : None
ABSENT:
ATTEST:
Edward Shelley
Clerk of Midpeninsula R~eg onal
President of the Board of Directors
of Midpeninsula Regional Open
Space District
Open Space District