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RESOLUTION NO. 77-30
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula
Regional Open Space District on July 13 , 19 77 at a
regular meeting thereof, by the following vote:
AYES: K. Duffy, B. Green, N. Hanko, E. Shelley, R. Bishop,
D. Wendin and H. Turner
NOES: None
ABSTAIN: None
ABSENT: None
ATTEST: APPROVED:
22.1.4044
etar
Sec y, 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
(Meek ng 77-18,
Agenda item No. 4(c))
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
RESOLUTION NO. 77-30
RESOLUTION OF ThE BOARD OF DIRECTORS OF THE MID -
PENINSULA REGIONAL OPEN SPACE DISTRICT APPROVING,
AUTHORIZING AND .D/RECTING TEE_ EXECUTION OF AN
AGREEMENT WITH. UNITED CALIFORNIA BANK
WHEREAS, the Board of Directors (the "Board") of
Midpeninsula Regional Open Space District (the "District")
has resolved to provide for the issuance of $4,600,000
principal amount of Midpeninsula Regional Open Space District
Negotiable Promissory Notes, Series A; and
WHEREAS, in connection with the issuance of such
notes the Board wishes the services of an experienced Paying
Agent; and
WHEREAS, United California Bank ("Paying Agent")
has such experience and has proposed to perform such services,
on the terms and conditions set forth in the proposed agree-
ment on file with the District Clerk; and
WHEREAS, the District approves the terms of such
contract;
NOW, THEREFORE, BE IT RESOLVED by the Board of
Directors of the Midpeninsula Regional Open Space District
as follows:
1. The proposed contract between the District and
Paying Agent is hereby approved and the General Manager of
the District is hereby authorized and directed to execute
such contract on behalf of the District_
2. This resolution shall take effect immediately.
PASSED AND ADOPTED this 13th day of July, 1977, by
the following vote:
AYES: Directors K. Duffy, B. Green, N. Hanko, E. Shelley,
R. Bishop, D. Wendin and H. Turner
NOES: None
ABSENT: None
President of the Board of Directors
of Midpeninsula Regional Open Space
District
ATTEST:
Clerk of Midpeninsula Regional
Open Space- District
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AGREEMENT
THIS AGREEMENT, made and entered into this /? day
of July, 1977, by and between MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT, hereinafter called the "District", and UNITED
CALIFORNIA BANK, a California corporation duly organized and
existing under the laws of the State of California, hereinafter
called the "Bank".
WITNESSETH:
WHEREAS, the District has authorization for the
issuance of $4,600,000 principal amount of Midpeninsula Regional
Open Space District Negotiable Promissory Notes, Series A,
dated as of July 15, 1977; and
WHEREAS, the Bank is desirous of acting as paying
agent of said notes through its Corporate Trust Department
located in the City of San Francisco, California; and
WHEREAS, it is mutually desirable that an agreement
be entered into between these parties to provide for such
paying agency services;
NOW THEREFORE, the parties above named, in consider-
ation of the mutual covenants herein contained agree as follows:
1. The Bank shall cause all notes of the Midpeninsula
Regional Open Space District Negotiable Promissory Notes, Series
A, consisting of 920 notes numbered Al through A920, inclusive
of the denominations of $5,000 each, dated as of July 15, 1977,
and any coupons pertaining to subject notes, to be honored in
accordance with the terms thereof upon the presentation of the
same for payment or for collection upon maturity to the Bank or any
co -paying agent. The District shall cause to be made available to
the Bank all funds necessary in order to so honor such notes and
coupons; provided, this paragraph shall not in any instance re-
quire payment or disbursement of any funds in excess of the
amount then on deposit in the "Principal and Interest Payment
Account" referred to hereinafter.
2. The District shall deposit -on or before each
maturity date of coupons and/or notes with the Corporate Trust
Department of the Bank in San Francisco, funds for the payment
of maturing coupons and/or notes. Such funds are to be deposited
in an account designated "Principal and Interest Payment Account",
and shall be held and applied by the Bank in said Corporate
Trust Department solely for the payment of coupons and/or notes.
pay such funds, the Bank agrees to p y at the maturity thereof
interest and principal on all coupons and/or notes presented
to the Bank or to any of the co -paying agents. Such presentation
may be made at either of the principal offices of the Bank in
San Francisco and Los Angeles, California, or at the offices of
any co -paying agent, and the Bank shall cause such payment to
be made from whichever office such presentation shall be made.
3. The District shall pay to the Bank fees in ac-
cordance with the following schedule:
Coupon Payment $ .15 per Coupon
($100 Minimum Annual Charge)
Each Check or Credit Letter Issued
in Payment of Either Coupons
or Notes
Note Payment
Destruction of Coupons and Notes
Cash Statements
Monthly $20.00
Semi -Annual $25.00
Annual $50.00
Out-of-pocket expenses, such as stationery, postage, telephone
and telegraph charges will be in addition to the above charges.
The Bank shall bill all such paying agency fees directly to the
District on a semi-annual basis..
$ .35
$ 1.50 per Note
No Charge
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4. MBank shall provide cash--4-'tements concerning
the "Principal and Interest Account" to the District semi-annually.
5. The Bank shall provide co -paying agency services,
at no additional charge to the District, at Northern Trust
Company in Chicago, Illinois, and Manufacturers Hanover Trust
Company in New York, New York.
6. The Bank shall periodically destroy or have
caused to be destroyed all cancelled coupons and notes and
shall furnish the Controller of the District with appropriate
destruction affidavits.
7. The District, upon six (6) months' written notice
to the Bank, may terminate any requests for the performance of
services pursuant to this agreement.
8. The Bank, upon six (6) months' written notice to
the District may terminate this agreement; provided, however,
that upon any default by the District under any of the pro-
visions of this agreement or upon default of the payment of
principal or interest of any issue or issues with respect to
which the Bank has undertaken to perform any services, the
Bank shall immediately terminate this agreement in its entirety
by giving such written notice.
IN WITNESS WHEREOF, the parties hereto hereby execute
this agreement on the day and year first above written.
ATTEST:
Cl rk of the Midpe'iinsula
Regional Open Space Di trct
By
enera anager of the Midpen-
insula Regional Open Space District
UNITED CALIFORNIA
By
By
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