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HomeMy Public PortalAboutResolution - 85-08- 19850213 - Approve Issuance of $4Memu) Peak MIDPENINSULA REGIONAL OPEN SPACE DISTRICT RESOLUTION NO. 85-8 A RESOLUTION OF THE BOARD OF DIRECTORS OF MIDPENINSULA REGIONAL OPEN SPACE DISTRICT PROVIDING FOR THE ISSUANCE AND SALE OF $4,000,000 PRINCIPAL AMOUNT OF "MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 1985 PROMISSORY NOTES" WHEREAS, this Board of Directors (the "Board") of Midpeninsula Regional Open Space District (the "District") has found and determined that funds in the amount of $4,000,000 are needed by the District for the purpose of acquiring necessary and proper lands and facilities for open space purposes of the District, all in accordance with the provisions of Article 4 of 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 by the District of promissory notes to provide funds for the accomplishment of such purpose, and the Board has determined to issue and sell $4,000,000 principal amount of promissory notes under such section to provide funds for the accomplishment of such purpose; and • WHEREAS, it is appropriate to adopt this resolution in order to provide the conditions and terms under and pursuant to which such promissory notes shall be issued and sold by the District; 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 issuance and sale of such promissory 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 and sale of such promissory notes have existed, happened and been performed in regular and due time, form and manner as required by law, and the District is now duly authorized to issue and sell such promissory notes and incur an indebtedness under and pursuant to the conditions and terms provided in this resolution. Section 2. Pursuant to the provisions of Section 5544.2 of the.Code and for the purpose hereinabove set forth, the District determines to borrow the principal -sum of $4,000,000 by the issuance and sale as hereinafter provided of $4,000,000 principal amount of promissory notes to evidence such indebtedness. Such promissory notes shall be known as the "Midpeninsula Regional Open Space District 1985 Promissory Notes" (the "Notes"). The Notes shall be 2 issued in fully registered form in the denomination of $5,000 or any integral multiple thereof (not to exceed the principal amount of Notes maturing in any one year), shall be dated March 1, 1985, and shall mature on the dates and in the principal amounts and shall bear interest at the interest rates per annum as set forth in the following schedule: Principal Amount Maturity Date (December 15) Interest Rate $400,000 1985 10.00 400,000 1986 10.00 400,000 1987 10.00 400,000 1988 10.00 400,000 1989 7.50 400,000 1990 7,75 . 400,000 1991 8.00 400,000 1992 8.20 400,000 1993 8.40 400,000 1994 8.60 The Notes shall bear interest from the interest payment date next preceding the date of authentication and registration thereof, unless such date of authentication and registration is an interest payment date, in which event they shall bear interest from such date, or unless such date of authentication and registration is prior to the first interest payment date, in which event they shall bear interest from March 1, 1985. Such interest shall be payable .on June 15, 1985, and semiannually thereafter on December 15 and June 15 of each year until the Notes shall have been fully paid. Such interest shall be paid by check mailed to the persons whose names appear as the registered owners thereof as of fifteen (15) days prior to each interest 3 payment date on the registration books required to be kept by the principal corporate trust office of First Interstate Bank of California in San Francisco, California (the "Paying Agent") by Section 5 of this resolution, and the principal of the Notes shall be payable only on surrender of the Notes by such registered owners to the Paying Agent at the maturity thereof. Both the interest on and the principal of the Notes shall be payable in lawful money of the United States of America. Section 3. The Notes and the authentication and registration endorsement and the assignment form to appear thereon shall each be substantially in the following forms, the blanks in said forms to be filled in with appropriate words or figures, namely: 4 [Form of Note] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTIES OF SANTA CLARA AND SAN MATEO MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 1985 PROMISSORY NOTE Interest Maturity Date of Rate Date Issue December 15, March 1, 1985 CUSIP MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a regional open space district located in the Counties of Santa Clara and San Mateo, State of California (the "District"), hereby acknowledges itself indebted and for value received promises to pay to , or registered assigns, on the maturity date specified above, the principal sum of THOUSAND DOLLARS together with interest thereon from the interest payment date next preceding the date of authentication and registration of this Note (unless this Note is authenticated and registered as of an interest payment date, in which event it shall bear interest from that date, or unless this Note is authenticated and registered prior to December 15, 1985, in which event it shall bear interest from March 1, 1985) until payment of said principal sum in full at the interest rate per annum specified above, payable on June 15, 1985, and semiannually thereafter on December 15 and June 15 of each year. Interest due on or before the maturity of this Note shall be payable only by check mailed to the registered owner hereof as of fifteen (15) days prior to each interest payment date, and the principal hereof shall be payable on the maturity of this Note only upon surrender hereof by the registered owner hereof. Both the interest hereon and the principal hereof 5 are payable in lawful money of the United States of America at the principal corporate trust office of First Interstate Bank of California in San Francisco, California, the Paying Agent of the District. This Note is one of a duly authorized issue of promissory notes of the District aggregating four million dollars ($4,000,000) in principal amount (the "Notes"), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, denominations, interest rates or maturities), and is authorized to be issued under and pursuant to the conditions and terms of Resolution No. of the Board of Directors of the District (the "Resolution") duly and regularly passed and adopted on February , 1985, under and by authority of Section 5544.2 of the Public Resources Code of the State of California, and is issued to provide funds for acquiring necessary and proper lands and facilities tor open space purposes of the District. This Note is transferable by the registered owner hereof, in person or by his duly authorized attorney, at the above -mentioned office of the Paying Agent, upon surrender of this Note for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Paying Agent, and thereupon a new Note or Notes of authorized denominations for a like aggregate principal amount and of the same maturity date will be issued to the transferee in exchange therefor, in the manner, subject to the conditions and terms and upon payment of the charges provided in the Resolution. The District and the Paying Agent may deem and treat the registered owner of this Note as the absolute owner hereof for the purpose of receiving payment hereof and for all other purposes, and neither the District nor the Paying Agent shall be affected by any notice or knowledge to the contrary; and payment of the interest on and the principal of this Note shall be made only to such registered owner, which payment shall be valid and effectual to satisfy and discharge liability on this Note to the extent of the sum or sums so paid. The Notes are authorized to be issued in the form -of fully registered Notes in the denomination of $5,000 or any integral multiple thereof (not exceeding the principal amount of Notes maturing in any one year). Subject to the conditions and terms and upon payment of the charges provided in the Resolution, the Notes may be exchanged at the above -mentioned office of the Paying Agent for the same principal amount of Notes of the same maturity date of any other authorized denominations. 6 This Note shall not be entitled to any benefits under the Resolution or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been signed by the Paying Agent. It is hereby certified, recited and declared that this Note is issued in strict conformity with the Constitution and laws of the State of California now in force and with the proceedings of the Board of Directors of the District 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 prescribed by the Constitution or statutes of the State of California or by the Resolution, and that the interest on and the principal of this Note is payable from limited ad valorem property taxes levied upon all taxable property within the District by the Board of Supervisors of Santa Clara County and by the Board of Supervisors of San Mateo County, and allocated to the District under applicable law. IN WITNESS WHEREOF, the District has caused this Note to be signed by the facsimile signature of the President of its Board of Directors and attested by the facsimile signature of the Secretary of its Board of Directors, and has caused the seal of the District to be imprinted hereon, and has caused this Note to be dated March 1, 1985. President of the Board of Directors of Midpeninsula Regional Open Space District [SEAL] Attest: Secretary of the Board of Directors of Midpeninsula Regional Open Space District 7 [Form of Paying Agent's Certificate of Authentication and Registration] This is one of the Notes described in the within -mentioned Resolution which has been authenticated and registered on FIRST INTERSTATE BANK OF CALIFORNIA, as Paying Agent By Authorized Officer [Form of Assignment] For value received the undersigned do(es) hereby sell, assign and transfer unto the within Note and do(es) hereby irrevocably constitute and appoint attorney to transfer the same on the register of the Paying Agent, with full power of substitution in the premises. Dated: NOTE: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. 8 Section 4. The President of the Board is hereby authorized and directed to execute each of the Notes by his facsimile signature, and the Secretary of the Board is hereby authorized and directed to attest such execution of the Notes by his facsimile signature, and to imprint the seal of the District thereon, which such signing, attesting and sealing as herein provided shall be a sufficient and binding execution of the Notes by the District. If either officer of the Board whose signature appears on any Note ceases to be such officer before the delivery of the Notes to the purchaser thereof, the signature of such officer appearing on the Notes shall be valid and sufficient for all purposes to the same extent as if such officer had remained in office until such delivery of the Notes. Only such of the Notes as shall bear thereon a certificate of authentication and registration in the form hereinabove set forth, executed and dated by the Paying Agent, shall be entitled to any benefits hereunder or be valid or obligatory for any purpose, and such certificate shall be conclusive evidence that the Notes so authenticated and registered have been duly authorized, executed, issued and delivered hereunder and are entitled to .the benefits hereof. Section 5. First Interstate Bank of California at its principal corporate trust office in San Francisco, California, is hereby appointed Paying Agent of the District for the purpose of receiving all money which the District is 9 required to deposit with the Paying Agent hereunder and for the purpose of paying the interest on and the principal of the Notes. The District may at any time in its sole discretion remove the Paying Agent initially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing; provided, that the District agrees that it will at all times maintain a Paying Agent having a principal corporate trust office in San Francisco, California. The Paying Agent is hereby authorized to pay the interest on the Notes due on or before the maturity thereof to the registered owners thereof as their names appear as of fifteen (15) days prior to each interest payment date on the registration books required to be kept by it pursuant to this section as the registered owners thereof, such interest to be paid by check mailed to such registered owners at their addresses appearing on such books or at such other addresses as they may have filed with the Paying Agent for that purpose, and to pay to such registered owners the principal of the Notes upon presentation and surrender of the Notes to the Paying Agent at the maturity thereof. The District shall from time to time, subject to .any agreement between the District and the Paying Agent then in force, pay the Paying Agent compensation for its services, reimburse the Paying Agent for all its advances and expenditures, including but not limited to advances to and fees and expenses of independent accountants, counsel and 10 engineers or other experts employed by it in the exercise and performance of its rights and obligations hereunder, and indemnify and save the Paying Agent harmless against liabilities not arising from its own gross negligence or willful misconduct which it may incur in the exercise .and performance of its rights and obligations hereunder. The recitals of facts, agreements and covenants contained herein and in the Notes shall be taken as statements, agreements and covenants of the District, and the Paying Agent does not assume any responsibility for the correctness of the same and does not make any representation as to the sufficiency or validity hereof or of the Notes, and shall not incur any responsibility in respect thereof other than in connection with the rights and obligations assigned to or imposed upon it herein or in the Notes, and shall not be liable in connection with the performance of its duties hereunder except for its own gross negligence or willful misconduct. The Paying Agent will keep at its office sufficient books for the registration, transfer and exchange of the Notes, which books shall at all times be open to inspection by the District. Upon presentation for such purpose the -Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or exchange the Notes on such books as hereinafter provided. Any Note may be transferred on such books by the registered owner thereof, in person or by his duly authorized 11 attorney, upon payment by the person requesting such transfer of such charge as the Paying Agent shall deem reasonable (but not exceeding twenty dollars ($20.00) for each new Note authenticated and delivered upon any such transfer) and also upon payment of any tax or other governmental charge required to be paid with respect to such transfer and upon surrender of such Note for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Paying Agent. Whenever any Note or Notes shall be surrendered for transfer, the District shall execute and the Paying Agent shall authenticate and deliver a new Note or Notes of authorized denominations for a like aggregate principal amount of the same maturity date. The District and the Paying Agent may deem and treat the registered owner of any Note as the absolute owner of such Note for the purpose of receiving payment thereof as above provided and for all other purposes, whether such Note shall be overdue or not, and neither the District nor the Paying Agent shall be affected by any notice or knowledge to the contrary; and payment of the interest on and the principal of such Note shall be made only to such registered owner as above provided, which payment shall be valid and effectual to satisfy and discharge liability on such Note to the extent of the sum or sums so paid. The Notes may be exchanged on such books by the registered owners thereof for a like aggregate principal 12 amount of Notes of the same maturity date of other authorized denominations, upon payment by the person requesting such exchange of such charge as the Paying Agent shall deem reasonable (but not exceeding twenty dollars ($20.00) for each new Note authenticated and delivered upon any such exchange) and also upon payment of any tax or other governmental charge required to be paid with respect to such exchange. Section 6. The proceeds of sale of the Notes (except accrued interest received on such sale) shall be deposited with the Controller of the District in a special fund maintained by him which shall be designated the "Midpeninsula Regional Open Space District 1985 Promissory Note Acquisition Fund" (the "Acquisition Fund"). All money in the Acquisition Fund shall be withdrawn therefrom only upon the order of the Board or pursuant to its directions, and shall be expended exclusively for the purpose for which the Notes were authorized to be issued. All money in the Acquisition Fund shall, pending expenditure, be deposited or invested as permitted by law so as to obtain the highest yield that the Controller of the District deems practicable, having due regard for the safety of such deposits and investments; provided, that all such deposits and investments shall be withdrawable or shall mature, as the case may be, to coincide as nearly as practicable with the time when the money so deposited or invested is expected to be expended 13 hereunder. All proceeds of such deposits or investments shall be deposited as and when received in the Acquisition Fund. When the purpose for which the Notes were authorized to be issued has been accomplished, any balance of money then remaining in the Acquisition Fund shall be transferred to the Note Fund referred to in Section 7 hereof. Section 7. For the purpose of paying the interest on and the principal of the Notes, until the interest on and the principal of the Notes are paid in full or until there is a sum in the treasury of the District set apart for that purpose sufficient to meet all payments of the interest on and the principal of the Notes as they become due, the District shall annually set aside a portion of the limited ad valorem taxes levied upon all taxable property within the District by the Board of Supervisors of Santa Clara County and by the Board of Supervisors of San Mateo County, and allocated to the District under applicable law, sufficient to pay such interest and principal that will become due before the proceeds of a tax levied at the next general tax levy will be available for such purpose. In order to implement this provision, the District agrees that it will set aside, as soon as possible after the receipt of such taxes that become delinquent after April 10, 1985, an amount of such taxes (or other available funds of the District) equal to the interest that becomes due and payable on the Notes on 14 June 15, 1985, and December 15, 1985, plus the principal of the Notes that becomes due and payable on December 15, 1985, and as soon as possible after the receipt of such taxes that become delinquent after December 10 of each year (commencing with such taxes that become delinquent after December 10, 1985), an amount of such taxes (or other available funds of the District) equal to the interest that becomes due and payable on the Notes on the next succeeding June 15 plus one-half (1/2) of the principal of the Notes that becomes due and payable on the December 15 next succeeding such June 15, and as soon as possible after the receipt of such taxes that become delinquent after April 10 of each year (commencing with such taxes that become delinquent after April 10, 1986), an amount of such taxes (or other available funds of the District) equal to the interest that becomes due and payable on the Notes on the next succeeding December 15 plus one-half (1/2) of the principal of the Notes that becomes due and payable on the next succeeding December 15. Such taxes (or other available funds of the District) shall be deposited by the Controller of the District in a special fund maintained by him which shall be -designated the "Midpeninsula Regional Open Space District 1985 Promissory Note Fund" (the "Note Fund"). There shall likewise be deposited in the Note Fund any money received on account of interest accrued on the Notes from their date to the date of delivery thereof and actual payment of the 15 purchase price thereof. The money in the Note Fund shall be used solely for the payment of the interest on and the principal of the Notes, and for this purpose the Controller of the District shall, at least five (5) business days before each interest payment date on the Notes and each principal maturity date of any of the Notes, disburse money in the Note Fund to the Paying Agent in amounts sufficient to make such interest and principal payments. All money in the Note Fund shall, pending its disbursement as above provided, be deposited or invested as permitted by law so as to obtain the highest yield that the Controller of the District deems practicable, having due regard for the safety of such deposits and investments; provided, that all such deposits and investments shall be withdrawable or shall mature, as the case may be, to coincide as nearly as practicable with the time when the money is required to be disbursed hereunder. All proceeds of such deposits or investments shall be deposited as and when received in the Note Fund. When all the interest on and the principal of the. Notes has been paid, any balance of money then remaining in .the Note Fund shall be used for any lawful District purposes. Section 8. For the further protection of the registered owners of the Notes, a fund to be known as the "Midpeninsula Regional Open Space District 1985 Promissory Note Reserve Fund" (the "Reserve Fund") shall be established 16 and maintained at the principal office of the Paying Agent in San Francisco, California, so long as any Notes are outstanding. Upon the delivery of and payment for the Notes, the District shall set aside out of the proceeds thereof and deposit in the Reserve Fund the sum of $320,000, and thereafter there shall be maintained in the Reserve Fund an amount equal to the lesser of either (1) $320,000, or (2) the sum of (a) one-half (1/2) of the interest on the Notes that becomes due and payable during the year ending on the next succeeding December 15 plus (b) one-half (1/2) of the principal of the Notes that becomes due and payable during the year ending on the next succeeding December 15. The money in the Reserve Fund shall be used solely for the payment of the interest on and the principal of the Notes in the event and to the extent that the District has no other money available therefor, except that (1) any money in the Reserve Fund in excess of the balance required to be maintained therein may be withdrawn from the Reserve Fund and used for any lawful District purpose, and (2) the money in the Reserve Fund may be used (together with any other money available for that purpose) for the retirement of all the outstanding Notes. Whenever any withdrawals from the Reserve Fund reduce the balance therein below the balance required to be maintained therein, the Reserve Fund shall be replenished from the first available taxes and revenues of the District, except that the District shall not be obligated to make any 17 payments into the Reserve Fund at any time when the money contained therein and in the Note Fund is at least equal to the principal amount of the outstanding Notes plus the interest then due and thereafter to become due thereon. All money in the Reserve Fund shall, pending its use, be deposited or invested as directed by the Controller of the District as permitted by law so as to obtain the highest yield that the Controller of the District deems practicable, having due regard for the safety of such deposits and investments; provided, that all such deposits and investments shall be withdrawable or shall mature, as the case may be, to coincide as nearly as practicable with the time when such money is expected to be withdrawn for use hereunder, and any proceeds thereof shall be deposited in the Reserve Fund. When all the interest on and the principal of the Notes has been paid, any balance of money then remaining in the Reserve Fund shall be used for any lawful District purpose. Section 9. The District hereby agrees and covenants that, until payment in full of all the interest on and the principal of the Notes (or provision satisfactory for such payment shall have been made), it will: A. Duly and punctually pay or cause to be paid the interest on and the principal of the Notes in accordance 18 with the conditions and terms thereof, and with the conditions and terms of this resolution. B. Incur no additional indebtedness or capital lease obligations payable from taxes received by the District having any priority in payment of the interest on or the principal of the Notes. C. Incur no additional indebtedness or capital lease obligations payable from taxes received by the District on a parity in payment of the interest on or the principal of the Notes unless it shall have first filed with the Paying Agent a certificate executed by the Treasurer of the District, showing: 1. The taxes received by the District in its most recent audited fiscal year, as shown by the most recent audited financial statement of the District, .plus the total subventions in lieu of taxes received by the District from the State of California in such fiscal year, less the total debt service paid by the District in such fiscal year on all indebtedness or capital lease obligations of the District incurred prior to June 6, 1978; 2. The total debt service payable by the District during its next succeeding fiscal year on all indebtedness or capital lease obligations of the District, including debt service on such additional indebtedness, less the total debt service payable by the 19 District in such fiscal year on all indebtedness or capital lease obligations of the District incurred prior to June 6, 1978; 3. That the total defined in subparagraph 1 above is at least 115% of the total defined in subparagraph 2 above. D. Prepare and adopt a budget for each fiscal year, which budget shall provide as a priority item for the payment of the interest on and the principal of the Notes (together with all other indebtedness or capital lease obligations of the District incurred subsequent to June 6, 1978) becoming due and payable in such fiscal year and for appropriations fully sufficient to make such payments. A copy of each preliminary budget shall be filed with the Paying Agent within twenty (20) days of its adoption and a copy of each final budget shall be filed with the Paying Agent within twenty (20) days of its adoption. E. 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, 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. 20 Section 10. The Secretary of the Board is directed to cause the Notes to be prepared to comply with the provisions hereof, and to procure their execution by the proper officers of the Board, and to deliver them, when so executed, to the Treasurer of the District, who shall deliver them to the purchaser thereof upon receipt of the purchase price thereof. The President of the Board and the Secretary of the Board are further authorized and directed to make, execute and deliver to the purchaser of the Notes a signature certificate in the form customarily required by purchasers of notes of public districts, certifying to the genuineness and due execution of the Notes, and said Treasurer is hereby authorized and directed to make, execute and deliver to the purchaser of the Notes a receipt in the form customarily required by purchasers of notes of public districts, evidencing the payment of the purchase price and the delivery of the Notes, which receipt shall be conclusive evidence that the Notes have been duly paid for and delivered. The purchaser of the Notes and any subsequent registered owner of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such signature certificate and .any such receipt with respect to the Notes issued and delivered pursuant to the authority of this resolution. Section 11. The Board hereby determines that the issuance and delivery of the Notes is not subject to prior investigation, report and approval by the Districts 21 Securities Division of the Office of the California State Treasurer under the Districts Securities Investigation Law of 1965, by reason of the fact that the amount of outstanding indebtedness of the District plus the principal amount of the Notes does not exceed one -quarter (1/4) of two hundred per cent (200%) of the assessed value of the land and improvements within the District, as shown on the last equalized assessment rolls of the County of Santa Clara and the County of San Mateo. The Secretary of the Board is hereby authorized and directed to file a certified copy of this resolution, together with evidence as to the foregoing, with the Districts Securities Division of the Office of the California State Treasurer, with the request that written notice be given to the Secretary of the Board that the Notes do not appear to be subject to prior investigation, report and approval under the Districts Securities Investigation Law of 1965. Section 12. The Notes are hereby sold to Stone & Youngberg at a price of Four Million Dollars ($4,000,000.00), together with accrued interest thereon from their date to the date of delivery thereof, in _accordance with the Purchase Agreement with respect to the Notes, a copy of which is on file with the Secretary of the Board, and the President of the Board is authorized to execute such Purchase Agreement for and on behalf of the District. 22 Section 13. The Board, having been advised by its staff that the Official Statement for the Notes prepared by Stone & Youngberg accurately reflects the financial conditions and other factors relating to the affairs of the District and having carefully reviewed such Official Statement, hereby approves and authorizes distribution by Stone & Youngberg of such Official Statement to potential purchasers of the Notes in the form presented to the Board at this meeting. Section 14. This resolution shall take effect from and after its passage and approval. PASSED AND ADOPTED this 13th day of February, 1985, by the following vote: AYES: Directors Katherine Duffy, Edward Shelley, Ernestine Henshaw, Nonette Hanko, Harry Turner, and Richard Bishop. NOES: None. ABSENT: Director Daniel Wendin. APPROVED: Presient o the Board of Directors of Midpeninsul Regional Open Space District - [ SEAL ], ATTEST: Secretary of the Board of Directors of Midpeninsula Regional Open Space District 23