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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 2 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. 6 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. 12 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