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Home My Public Portal About19850220 - Agendas Packet - Board of Directors (BOD) - 85-03 Meeting 85-03 . (Continued) Kc AA- MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 375 DISTEL CIRCLE,SUITE D-1,LOS ALTOS,CALIFORNIA 94022 (415) 965-4717 it CONTINUED REGULAR MEETING BOARD OF DIRECTORS Wednesday 375 Distel Circle, D-1 February 20, 1985 Los Altos, California A G E N D A The February 13, 1985 Regular Meeting was continued to Wednesday, February 20 , 1985 beginning at 7 : 30 P .M. (7 :30) ROLL CALL OLD BUSINESS WITH ACTION REQUESTED (7 : 35) 1 . Consideration of H. Turner ' s Resignation as Board President and Election of New President -- H. Turner (7 :45) 2. Approval of Official Statement and Paying Agent for 1995 Promissory Notes -- M. Foster Resolution Approving the Official Statement and Approving, Authorizing and Directing the Execution of an Agreement with First Interstate Bank of California (7 : 55) 3. Resolution Endorsing Goals of South Bay Wetlands Coalition -- E. Grench Resolution Endorsing Goals of South Bay Wetlands Coalition (8 : 00) 4 . Interim Report on Search for Permanent District Office head- quarters -- C. Britton (8 : 10) 5. Initial Legislative Programfor 1985-86 (a) Staff Report -- H. Grench (b) Committee Report -- R. Bishop (8 : 20) CLOSED SESSION (Land Negotiation and Litigation Matters) T TO ADDRESS THE BOARD: ,then an item you 're concerned with appears on the agenda, please address the Board at that time. When recognized, please begin by stating your name and address. Conciseness is appreciated. We request that you complete the forms provided so that your name and address can be accurateZy included in the minutes. I MIDPENINSULA REGIONAL OPEN SPACE DISI"RICT 375 DISTEL CIRCLE,SUITE D-1,LOS ALTOS,CALIFORNIA 94022 (415) 965-4717 i I I VV MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 375 DISTEL CIRCLE,SUITE D-1,LOS ALTOS,CALIFORNIA 94022 (415) 965-4717 SWVM OF FEBRUARY 13, 1985 BOAc�RD Imm-LING Possible Change of Board Officers - H. Turner, President of the Board of Directors, rendered his resignation for personal reasons. The Board agreed to ccnsider his resignation and the appointment of a successor on February 20, the data to which the meeting was subsequently continued. Sale os 1985 Midpeninsula Regional Open Space District Prcrrissory `Totes - The Board adopted Resolution 85-8 providing for the issuance and sale of $4,000,000 principal amount of "Midpeninsula Regional Open Space District 1985 praussory notes." The Board continued the resolution approving, aut_'=szing, and directing the execution of an agreement with First Inter- state Bank of California to February 20. Final Adoption of Interim Use and Management Plan for the Hybl Property PdC-Itio:i to Coal Creek Open Space Preserve - The Board adopted t^e use and management plan for the Hybl property addition as contained in the staff report and dedicated the property as public open space. P.es�.ilts of Stable Study for Rancho San Antonio Open Space Preserve - The Board directed its Liaison C.orrattee to meet with Santa Clara County Parks Cormissi an members to sue an alternative Pursue site .for a stable an, or adjacent to, County Park lands and directed the corlluttee to report back to the Board in six nnnths wit': the results. Tre Board voted to have staff negotiate a three-year lease with the present lessee of High Meadow Stables with the stipulation that the operation would be reviewed after two years to determine whether it should be continued at the end of the three-year lease period. App-10val of Zbnte Bello Open Space Preserve Communications Sublease by Gill Industries - The Board adopted Resolution 85-9 approving the ground caamini- cations sublease between Gill Industries and Connunications Systems and Electronics COnPany for its antenna site on Black Mountain. Proposed Procedure for Isrplementation of the Brawn Act nts Regarding Land Ne otiations - The Board adopted Resolution 85-10 approving an overlay to the District's Piaster Plan dated Febr uary 13, 1985, to comply with the portion of the Brown Act dealing with land negotiations. Possible Continuation of the February 13, 1935 Regular P3eeting - Due to the lateness of the hour, the Board voted to continue the February 13, 1935 Regular !-!eeting to Wednesday, February 20, 1985 beginning at 7:30 P.M. at the District Office. The following items were continued to that rreeting: 1) Consideration of H. Turner's Resignation as Board President and Election of a ?Ne*.w President; 2) Resolution Approving Agreement with First Interstate Dark o- California and Approval of the Official Statement with the District's $4,000,000 1985 Promissory Notes; 3) Resolution Endorsing Goals of the South Bay -%etlands Coalition; 4) Interim Report on Search for Permanent District Office readquarters; 5) Initial Legislative Program for 1985-1936; and 6) Closes Session on Land 'Negotiation and Litigation Matters. agenda item on the experimental dog program was continued to the February 27, 1985 Pe gular N,eeting. Meeting 85-03 Page Two Appointment of Peace Officer - The Board adopted Resolution 85-11 appointing Ranger Ellis Wallace a peace officer pursuant to Section 830.31(b) of the Penal Code of the State of California. Transfer of Developinent Rights for a Portion of Long Ridge Open Space Preserve to J� - The Board adopted Resolution 85-12 concerning the execution of a deed conveying certain development rights to Jikoji. Proposed Addition to Sierra Azul Can Space Preserve - Mt Umunhun Area (Lands of Stour Investments, Inc.) - The Board adopted Resolution 85-13 approving the acquisition of the 65-acre parcel located east of Highway 17 within unin- corporated Santa Clara County for $58,000. The Board tentativelyapproved the interim use and management recommendations for the property, including the naming of the site as an addition to the 14t. Umunhum Area of the Sierra Azul Open Space Preserve, and indicated its intention to withhold the property from dedication. The Board also.adopted Resolution 85-14 executing an easement deed for water rights in favor of Robert W. Barlow. Proposed Land and Water Fund Grant Applications - The Board approved Resolution 85-13 approving the application for Land and Water Conservation Funds for the Purisima Creek Redwoods Open Space Preserve Public Access Project and Resolution 85-14 approving the application for Land and Water Conservation Funds for the Coal Creek Open Space Preserve Addition. I Conversion of Public Communication Coordinator Position from Three-Quarters to Full-Time Basis - The Board approved the position's conversion to full-time p and authorized the General Manager to fill the position. n . The February 13, 1985 Regular Feting was continued to Wednesday, .February 20, 1985, beginning at 7:30 P.M. at the District office, 375 Distel Circle, Los Altos, California. Doris Smith, Secretary Jean H. Fiddes, District Clerk I WRIT COMMUNICATION Continued Meeting 85-03 February 20, 1985 Quint <a Ranch Star Route 2, Box 'it() La Honda , Cap lif-. 94020 Febr�iary 20, 198", Boni-d ol- Directors Midpeninsuta Re,,Jonal Open Spnce District. FROM: Richaud S. Bullis amd Jonnnc tle A. Bul,lis SUBJECT* Lis't oC wore or IOSS 700 [MrCCIS J)Ub1iShCd il) +)f- 2/13/85' purportin,g Lo mect requirement of Brown Act- as amerlded. pjo"rSc lt�rnlsh the wuiLurs of Lhis letter lorlhwith: i . Nmiwt; of- tall own( rs of h,-�nds on the subjuct, list Acjdrcs,e. ,; (11 nwiiers. i LL�Li L�k�i s 4 DOSCI_j_j_>_Lion of "ZICh =is to whether d( v(.Joped or mideveloped .md' if \,h Lhur ns , tioim,sLce Td or other, .oJld r. Lk c 11) s ow i i i I p,i r(-,k) I s n n d L 1,1 c'1 r r u a( 1 o i i t o 1)Y-c, c,i D i s t r i c t I, rd I d]I s v,'i t h n n i w J t I a o i i s t r 1 c t- 1) 11 dcries. Th i req ue i s mn(j(, ti i I(It,I tares "C<i I i fq r n i r Pu I-,)I i IN'(-,cor(I s Act t ()I t s1 II II tiro i'lli-ormnt:i on I nbl e L(I t:hc Bonud of Di roctors ol' M.R.O.S.D. t'hat i s !10 L r ;ar;rrrn[�J-y C Liss i P i( d. ( I- the e Di st r i c L has m-)t compiled the aibove r k2cluest-ed i,nformati(m L110 ',,Fit-ers wotild request prompt= disc Losure of t Im t i i i I (,r w i t i ka n p r< Is c I L 'Iv,aiZ<alr a S L le I'l I e T)t 10 ,,o I i e i i t-h e q t r i,c L w i,11, produce the ot AAJOPI ich rc Bu n ne to A. Bu I I i cc : Ni,chaeL McCrackeir, Dn id Eyc,rs, Esq . WRITTEN COMMUh--ATION Continued Meeting 85-03 February 20, 1985 Quints Ran& Star Route 2 , Box 310 La Honda , Calif. 94020 February 20, 1985 TO: Board of Directors Mic1puninsula Regional Open Space District FROM: Richard S. Allis and Jeannutte A. Bullis SUBJECT: Note Issue of 1985 Wv question the WSLO and propriety of your 'Notc Issue of 1985" for Lhe following reasons. Thu necessity was not fully uxplained. "Several land parcels coming on Lhe market in the next eleven months" is vague and purposely less than candid. No explanation of available funds for land acquisition uas disclosed. There were no lisvings of pending purchases and agreed purchase prices already committed but not disclosed in public meeting. No figures or balance sheet showing Lhe current financial, condiLinn of the DI st ric V was Acorpora ted in the information gi von the publ.i c and taxpayers of the District. The Board has hevn capricious in assuming so great a debt harden to he paid by the tax payers of the District . Interest- payments on all debt is becoming the major uxpcnse item in the budget . The District has undertaken a study For the development of Skyline Ranch which will most surely entail large expendit-ores of future incnme for capital improvements. No pshli-c provision has been made for dais expense and capital outlays for Innd ncquis!Licons from note proceeds. The Bonrd is mortgaging the future of the District in its policy of selectively using the power of eminent domain to acquire lands from unwilling owners at pricvs much higher than would Wain if the District would expend its limited funds on purchases of lands from hilling sellers. Thu Dist,rict, has just published N list of some seven hundred parcpls that it would wish to discuss acquisition of in secret meetings. The land owners involved who are anare Lhat their land is on this list are concerned that their lands might he tire, Larger of the funds accruing from the "Note issue of L985. " The broadness of this List of poLe rat ial purchases is so unt-vasonAle as to ca"se great anguish to Lhu landowners and cause the value of all this Land to he adversely affected in the open market . Indeed, the properties involved arm heing dnmngvd in value by inverse condemnation. The great prepondernncu of owners on the "list of 700" are not aware of the ncLions of the Board of M.R.O.S.D. No individual or mass notice was made directly to these owners nor was the List published in any newspaper serving the affected area othur than in a meeting attended by less than 20 citizens. -2- For t,hk, abovc, an d ot h or capri c i ous, care I ess , ,Zccret ive, a rbi t rary an d ,qtitoc,r at ic acts by Lhe Boni-d o I Directors an(I Sto f f of M.R.O.S.D. Lhc, I ega 1,i Lv and awed for the "Notc, Issue of 198',," is endangered by probal)]c legal ,,ic t icm which could c1mid the issijance of notes by the tinderwrit.ers. Rich -d S. litillis minerte A, Bulli s cc: Michncl McCrnckcn, E'sq D,,ivid Byers, Esq. WRITTEN COMMUi .TION � Continued 85-U3 Meeting � February 20, 1985 � qninte Ranch Star Route 2. Bon 310 � � La KonJo, Calif. 94020 � � � February 20' 1985 � TO: Board Di ' oc o l Directors | � Midpeoinsulo Regional Open Space District ' | � � FROM: Richard S. Bullio and Jeannette A. Dnllia � SUBJECT: Note Issue of 1985 We question the haute and propriety of your "Note Issue of 1985" for the following ceoaona- � The necessity was not fully explained. "Several land parcels coming on the market in the nest eleven months" in vogue and purposely less than candid. No explanation of available funds for lend acquisition was disclosed. There were no listings of pending purchases and agreed purchase prices already � committed but not disclosed in public meeting. No figures or balance sheet showing the current financial condition of the District was incorporated in the information given the public and taxpayers � of the District. � The Board has been capricious in assuming yn great a debt burden to be paid by the tax payers of the District. Interest payments on all debt is becoming | ` ^ the major expense item in the budget. = The District has undertaken a study for the development of Skyline Benob which will � most surely entail large expenditures of future income for capital improvements. No public provision has been om6e for this expense and capital outlays for land acgnloYciona from note proceeds. � The Board is mortgaging the future of the District in its policy of selectively using the power of eminent domain to acquire lands from unwilling owners at prices mucb higher than would obtain if the District would expend its limited funds on purchases of lands from willing sellers. � The District has just Published a list of some seven hundred parcels that it would wish to discuss acquisition of in secret meeLinga. The land owners involved who are aware that their land is on this list are concerned that their lands might be the target of the funds accruing from the "Note issue � of 1985, " The broadness of this list of potential purchases is so unreasonable as to cause great anguish to the landowners and cause the value of all this � land to be adversely affected in the open market. Indeed, the properties � involved are being damaged in value by inverse condemnation. � � The great preponderance of owners on the "list of 700'^ are not aware pf the actions of the Board of D{.8.O.S.D, No individual or meao notice was made directly to these owners nor was the list published in any newspaper serving � the affected area other than in e meeting attended by less than 20 citizens. � � � |� � � � -2- For the above and other capricious, careless , secretive , arbitrary and autocratic acts by the Board of Directors and Staff of M.R.O.S.D. the legality and need for the "Note Issue of 1985" is endangered by probable legal action t-:hich could CIOUd the issuance of notes by the underwriters. Richkd S. Bullis annet�IeAl.�Bull�is cc: Michael McCracken, Esq. David Byers, Esq. M-85-24 (Continued meeting of February 13, 1985) MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MEMORANDUM February 14 , 1985 TO: Board of Directors FROM: H. Grench, General Manager SUBJECT: Consideration of H. Turner ' s Resignation as Board President and Election of New President Discussion: This item was continued from your February 13 Regular Meeting. At that meeting, H. Turner tendered his resignation as Board President for personal reasons, and you indicated that you would act on his resignation and the election of a new Board Presi- dent on February 20. In the event a current officer is elected President, it will be necessary to fill that vacant position and any others that may result from the election process. M-85-28 (Meeting 85-03 Continued from February 13 Meeting) MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MEMORANDUM February 15 , 1985 TO: Board of Directors FROM: M. Foster, Controller SUBJECT: Approval of official Statement and Paying Agent for 1985 Promissory Notes Discussion: At your meeting of February 13 , 1985 you approved a resolu- tion providing for the issuance and sale of $4, 000, 000 of promissory notes. The two remaining Board actions required to complete the trans- action are to approve the final draft of the Official Statement and to designate a Paying Agent. Our Bond Counsel , Carlo Fowler, is drafting a resolution to cover both actions. Copies of this resolution, the final Official Statement, and the proposed agreement with First Interstate Bank will be delivered to you on Tuesday, February 19 . The duties of the Paying Agent are to maintain a record of the registered noteholders, issue certificates, make all payments on the notes and hold the $320, 000 reserve fund. Investment of moneys in the reserve fund will be under my direction. First Interstate Bank is the Paying Agent on the $10. 6 million of notes issued in 1977 and 1982, in addition to being the District' s bank. First Interstate provides good service to the District and should, in my opinion, be designated as Paying Agent for the new notes . The proposed fees are reasonable and competitive. Recommendation: I recommend that you adopt the resolution approving the Official Statement and approving, authorizing and directing the execu- tion of an agreement with First Interstate Bank of California. rz NEW ISSUE Standard & Poor*s: A+ (See —Rating— herein) In the opinion of Orrick, Herrington & Sutcliffe. San Francisco, California, Bond Counsel, interest on the Notes is exempt from all present federal income taxes and State of California personal income taxes under existing statutes, regulations and court decisions. $4,000,000 1985 PROMISSORY NOTES MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Santa Clara and San Mateo Counties, California Dated: March 1, 1985 Due: December 15, as shown below The Notes will be issued only as 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). Principal of the Notes will be payable at the principal office of the Paying Agent, First Interstate Bank of California,San Francisco,California. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year commencing June 15, 1985, by check mailed to the registered owners thereof. The Notes are co-equal to and are secured on a parity with the District's 1982 Negotiable Promissory Notes, as more fully described herein. The Notes are a limited tax obligation of the District 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, and from other District revenues as further discussed herein. The Notes are not a debt of the State of California or any of its political subdivisions,other than the District,and neither the State nor any of its political subdivisions,other than the District, is liable therefor,nor in any event shall the Notes be payable out of any funds or properties other than those of the District as set forth in the Resolution of Issuance of the Notes.Neither the members of the Board of Directors of the District nor any persons executing the Notes are liable personally on the Notes by reason of their issuance. The Notes are not subject to redemption prior to maturity. MATURITY SCHEDULE AND INTEREST RATES Due Interest Yield or December 15 Amount Rate Price 1985 . .... .. . . . . . . . . . . .. . . . . . . . . . . . . . . . . $400,000 10.00% 5.50% 1986 . .... . . . . . . .. . . .. . . . . . . . . ... . . . . . . . 400,000 10.00% 6.25% 1987 . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000 10.00% 7.00% 1988 . . .. . . . . . .. . . . . . . . . . . . . .. . .. . . .... . 400,000 10.00% 7.50% 1989 . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000 7.50% 7.50% 1990. .... .. . . . . . . . . . . . . . . . . . .. . .. . . . . . . 400,000 7.75% 7.75% 1991 . .... . . . . .. . . . . . . . . . . . . . . . .. . . . . . . . 4W,000 8.00% 8.00% 1992. . . .. . . . . . . . . . . . . . . . . . . . .. . . . . .. . . . 400,000 8.20% 8.20% 1993 . . . .. . . . . . . .. . . . . . .. . . . . . . . . . . . . . 400,000 8.40% 8.40%. 1994. .... . . .. .. . . . . . . . . . . . . . . . . . . . . . . . . 400,000 8.60% 8.60% The Notes are offered when, as, and if issued, subject to the approval of legality by Orrick, Herrington & Sutcliffe,San Francisco, California. It is expected that the Notes in definitive form will be available for delivery in San Francisco, California, on or about March 5, 1985. Dated: February 20, 1985 Stone & Youngberg r TABLE OF CONTENTS Page Introduction .............. .. . .... ........................... ........ 1 TheNotes . ... ....... ... ... .. .... ............. ........... ........ .. 1 Security . .............. .. .. . ...... ...... ..... .. .. . .. .......... ...... . 3 Noteholders' Risks .... .. .... . ............. .. .. .. . ..... .............. 4 The Resolution . . � ... . 4 The Midpeninsula Regional OpenSpaceDistrict .... .. .. .... ... . .... ... 8 Estimated Tax Revenues and Note Retirement ....... ................. . . 10 District Financial c Information .... ... ........ .. ..... .. .. . ... ........ 18 General and Economic Information .... ........... . .................... 25 Legal Opinion . ... ......... .. ..................... ...... .. ....... .... 35 TaxExempt Status ..... ....... ......... ......... .................... . 35 Legality for Investment .. .. .. .. .. .. ... .. ... .. .... .. . ... . .. ... ....... 35 Rating .... ........................ ........... ........ . . ............. 35 Closing Papers ...... ... .. . .. . ......... ...... . .... ...... ....... .. .... 35 Litigation ....... . .. ... ... .... .... ......... . . .. . . . ... .. ..... .. .. .. .. 36 Underwriting ........ .... ...... .. .. ................. ....... .. ...... .. 36 Miscellaneous .... ... .. ............. ... ....... ..... ............ .. .. .. 36 District's Audited Financial Statement for the Year Ended June 30, 1984 ......... Appendix A MIDPENINSULA REGIONAL OPEN SPACE DISTRICT February 20, 1985 TO WHOM IT MAY CONCERN: The purpose of this official statement is to furnish information regarding $4,000,000 par value Midpeninsula Regional Open Space District 1985 Promissory Notes. This official statement was prepared by Stone & Youngberg as the Underwriter of the Notes. The information herein has been reviewed by appropriate officials of the District as to accuracy and completeness, and the District has adopted this Official Statement in connection with the Notes herein being offered pursuant to Resolution No. 85-8 adopted by the District's Board of Directors on February 13, 1985. The law firm of Orrick, Herrington & Sutcliffe serves as bond counsel to the District in connection with the issuance of the Notes. Bond counsel 's fees for services are, in part, contingent upon delivery of the Notes. All of the following summaries of the Resolution of Issuance and other documents are made subject to the provisions of such documents respectively, and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the District for further information in connection therewith. This Official Statement does not constitute a contract with purchasers of Notes. Any statements herein involving matters of opinion or estimates, whether or not so designated, are to be construed as provisional rather than factual . Harry A. Turner Prest den t of the Board of Directors Midpeninsula Regional Open Space District INTRODUCTION The $4,000,000 principal amount of Midpeninsula Regional Open Space District 1985 Promissory Notes (referred to as both the "Notes and the "1985 Notes" herein) is being issued pursuant to Resolution No. 85-8 adopted by the Board of Directors of the Midpeninsula Regional Open Space District (the "District" ) on February 13, 1985. The Notes are being issued in accordance with the provisions of the Public Resources Code of the State of California for the purpose of acquiring lands and facilities to preserve and use as open space within the District. The Notes are limited tax obligations of the District 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, and from all other legally available funds of the District. The Notes are co-equal to and are secured on a parity with the District's 1982 Negotiable Promissory Notes (the "1982 Notes") in the outstanding principal amount of $4,800,000. The District has other outstanding indebtedness payable from property taxes and may issue additional obligations on a parity with the Notes upon the satisfaction of certain conditions precedent. See "District Financial Information" and "The Resolution" herein. In 1984/85 the District anticipates property tax revenues available to pay debt service of approximately $6 million, which together with certain other available revenues would be approximately 2.25 times 1984/85 debt service on the District's currently outstanding indebtedness and debt service on the Notes. The debt service coverage ratio in 1985/86, the year of maximum debt service on the Notes, is estimated to be approximately 1 .57. See "Estimated Tax Revenues and Note Retirement" herein. The District, which was established by the voters in 1972, includes 330 square miles of land within Santa Clara and San Mateo Counties on the peninsula south of San Francisco, California. The estimated population of the District is 555,000. District policies are the responsibility of a seven member Board of Directors elected from seven wards within the District. THE NOTES Authority for Issuance The $4,000,000 principal amount of the Midpeninsula Regional Open Space District 1985 Promissory Notes is authorized pursuant to Resolution No. 85-8 of the Midpeninsula Regional Open Space District, adopted February 13, 1985 (the "Resolution" ). The Notes are being issued in accordance with the provisions of Article 4 of Chapter 3 of Division 5 of the Public Resources Code of the State of California. Section 5544.2 of the Public Resources Code provides, in part, that the District may incur indebtedness, whether by borrowing money or purchase on contract, to acquire necessary and proper lands. The amount of such indebtedness incurred may not exceed an amount equal to the anticipated tax income of the District over the next four year period. The Notes plus other indebtedness of the District outstanding as of March 1 , 1985, represent approximately 53% of the tax revenues anticipated by the District Controller through June 30, 1988. Description of the Notes The Notes will be issued in the aggregate principal amount of $4,000,000 and will be dated March 1 , 1985. Interest on the Notes will be payable semi-annually on June 15 and December 15, commencing June 15, 1985, at the interest rates set forth below. The Notes are deliverable only in fully registered form, without coupons, in the denomination of $5,000 or any integral multiple thereof (not exceeding the principal amount maturing in any one year). Principal of the Notes will be payable only at the principal office of First Interstate Bank of California (the "Paying Agent") in San Francisco, California. Payment of interest on the Notes shall be made by check mailed to the Owner as his or her name and address appear in the register kept by the Paying Agent on the fifteenth day of the month preceding each interest payment date. The Notes are to mature and become payable on December 15 in the amounts and years specified below. MATURITY SCHEDULE Maturity Date Principal Maturing Interest Rates I Vd!) :�quu,uuu IU.UU% 1986 400,000 10.00 1987 400,000 10.00 1988 400,000 10.00 1989 400,000 7.50 1990 40031000 - 7.75 1991 400,000 8.00 1992 400,000 8.20 1993 400,000 8.40 1994 400,000 8.60 No Redemption Prior to Maturity The Notes are not subject to call or redemption prior to their stated maturity dates. Disposition of Note Proceeds Net proceeds from the sale of the Notes will be used to acquire necessary and proper lands and facilities within the District for preservation and use as open space. Estimated disposition of Note Proceeds is as follows: 2 Purchase Price of Notes $4,000,000 Reserve Fund (8%) 320,000 Estimated Costs of Issuance 40,000 Acquisition Fund $3,64U,00 SECURITY The Notes are 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, and other legally available funds of the District including, but not limited to, subventions received from the State in lieu of property taxes, certain federal and State grants, and interest earned on invested funds. The Resolution constitutes a contract between the District and the Holders of the Notes and any additional parity notes which may be issued pursuant to appropriate resolutions. The covenants and agreements set forth in the Resolution shall be for the equal and proportionate benefit, security and protection of all Holders of the Notes and any additional parity notes which may hereafter be issued without preference, priority or distinction as to security or otherwise of any of such obligations over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof. The Notes are co-equal to and are secured on a parity with the District's 1982 Negotiable Promissory Notes in the outstanding principal amount- of $4,800,000 and certain other outstanding obligations of the District, as described in the section "District Financial Information" and in the District's Audited Financial Statement for the Year Ended June 30, 1984 (Appendix A to this Official Statement). For the purpose of paying the principal of and interest on the Notes, until the principal of and interest on the Notes are paidor until there is a sum in the treasury of the District set apart for that purpose sufficient to meet all payments of principal of and interest on 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. See "The Resolution Flow of Funds" below. 3 to be expended thereunder, and any proceeds thereof shall be deposited 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 below. The District's allocation of the ad valorem property tax levied by Santa Clara and San Mateo Counties will be deposited with the District. From the tax proceeds or other available funds of the District, the Controller is required to deposit as soon as possible after the receipt of such taxes which become delinquent after April 10 of each year the interest coming due on the 1982 Notes and the 1985 Notes on the next December 15, together with one-half the principal coming due on such date (except in the case of the deposit required following the April 10, 1985 tax delinquency date, which with respect to the 1985 Notes shall equal the full amount of the principal and interest due on December 15, 1985). From the tax proceeds or other available funds of the District, the Controller is required to deposit, as soon as possible after the receipt of such taxes which become delinquent after December 10 of each year, the interest coming due on the 1982 Notes and the 1985 Notes on the next June 15, together with one-half the principal coming due on the December 15 next succeeding such June 15. Instead of making the deposits described above, moneys in the Reserve Fund may be applied toward the redemption at their maturity of the last outstanding 1985 Notes. The deposits for the 1985 Notes described above shall be made to a separate fund which is to be designated "Midpeninsula Regional Open Space District 1985 Promissory Note Fund" (the "Note Fund"), which shall be held by the Controller and used solely for the payment of principal and interest on the 1985 Notes. At least 5 business days prior to each interest payment date and each principal payment date on any of the 1985 Notes, the Controller shall transfer to the Paying Agent an amount sufficient to pay the interest and principal next coming due on the 1985 Notes. There shall likewise be deposited in the Note Fund any money received on account of interest accrued on the Notes from March 1 , 1985 to the date of delivery and actual payment of the purchase price thereof. Reserve Fund An amount equal to 8% of the original principal amount of the Notes shall be deposited from the proceeds of their sale in a separate account held by the Paying Agent at its principal office in San Francisco, entitled "Midpeninsula Regional Open Space District 1985 Promissory Note Reserve Fund" (the "Reserve Fund"). Thereafter, there shall be maintained in the Reserve Fund an amount equal to the lesser of 8% of the original principal amount of the 1985 Notes or one-half the principal plus one-half the interest coming due in the year ending the next December 15 with respect to all such 1985 Notes which are then outstanding (the "Reserve Requirement"). 5 Table 2 Secured Tax Levy ---Santa Clara County— ----San Mateo County----- Fiscal Secured District Secured District Total District Year Tax Levy Allocation Tax Levy Allocation Allocation 1980/81 $295,626,000 32,893,372 $223,300,942 $ 849,612* 33,742,984 1981/82 342,488,000 3,036,859 242$ 05,822 965,939* 4,002,798 1982/83 387,817,268 3,318,000 ** 1 ,099,386 4*417,386 1983/84 409,988,552 3,616,000 ** 1 ,162,957 4,778,957 1984/85 ** 4,098,000*** ** 1 ,271 ,239 5,3699239 * Net of approximately 3% delinquencies. ** Not Available. *** Projected. Source: Santa Clara County Department of Finance San Mateo County Office of the Controller According to California Municipal Statistics, Inc. , the secured tax delinquency rate has been below 3.75% in both Counties during each of the last five fiscal years, as shown below: Table 3 Secured Tax Delinquency Rates (at June 30) Fiscal Year Santa Clara County San Mateo County 1979/80 2.90% 2.13% 1980/81 2.76 2.44 1981/82 3.70 2.27 1982/83 3.42 3.19 1983/84 2.85 2.62 Source: a i ornia Municipal Statistics, Inc. The District's allocation of tax revenues is the sum of the District's apportionment of the taxes produced by the one dollar tax rate in nearly one thousand tax code areas in Santa Clara and San Mateo Counties. In accordance with Chapter 6 of the Revenue and Taxation Code, the tax increment derived by the increase in assessed valuation in each tax code area is apportioned to the taxing entities within the code area in the same proportion as in the prior year, subject to certain modifications for change in jurisdiction or new incorporations. Thus, the increase in the District's allocation of taxes varies directly with the increase in the assessed valuation within the District. Unlike some special districts in California, as a multi-county special district, the District receives 100% of its allocation of collected taxes - 14 - Table 4 Estimated Revenues, 1984/85-1994/95 ($OOOs) Fiscal Tax Interest Other Total Year Revenues(1 ) Earnings(2) Revenue(3) Revenues I 1984/85 5,369 550 2,194 8,113 1985/86 5,705 270 275 6,250 1986/87 6,165 270 290 6,725 1987/88 6,655 270 305 7,230 1988/89 7,190 270 320 7,780 1989/90 7,765 270 335 8,370 1990/91 8,385 270 350 9,005 1991/92 9,055 270 370 9,695 1992/93 9,780 270 385 10,435 1993/94 10,560 270 405 11 ,235 1994/95 11 ,405 270 425 12,100 (1 ) Estimated Tax Revenues include the District's share of the $1 .00 tax rate and subventions received from the State of California in lieu of property taxes. Tax Revenues do not include tax override revenues received to service Pre-Article XIIIA debt. (2) Interest earnings on the Reserve Fund and other funds of the District estimated at 9%. (3) "Other Revenue" is primarily rental income except for 1984/85 which includes anticipated State and federal grants. For 1984/85, the amount is from the District's adopted budget (see Table 6). Continuation of State and federal grants is expected after 1984/85, but such expected revenues are not included in the above projections. Source: District Controller Note Retirement Table 5 estimates debt service coverage on all of the District's outstanding Post-Article XIIIA Debt, plus debt service on the Notes at an average interest rate of approximately 8.85%. The minimum debt service coverage ratio is estimated to be approximately 1 .57 in 1985/86. See "District Financial Information - Debt Service on Outstanding Notes" for a description of the District's outstanding obligations. - 16 - Table 5 Estimated Debt Service Schedule Outstanding Post-Article XIIIA Debt ($OOOs) Fiscal Estimated -------1985 Notes------- 1982 Total Debt Estimated Year Revenues(1 ) Principal Interest Total Notes Service(2)(3) Coverage(3) 1984/85 $8,113 $ $102 $102 $1 ,040 $3,598 2.25 1985/86 6,250 400 334 734 980 3,979 1 .57 1986/87 6,725 400 294 694 925 3,325 2.02 1987/88 7,230 400 254 654 878 2,804 2.58 1988/89 7,780 400 214 614 832 2,431 3.20 1989/90 8,370 400 179 579 783 2,065 4.05 1990/91 9,005 400 148 548 733 1 ,857 4.85 1991/92 9,695 400 117 517 681 1 ,696 5.72 1992/93 10,435 400 84 484 627 1 ,563 6.68 1993/94 11 ,235 400 51 451 0 752 14.94 1994/95 12,100 400 17 417 0 425 28.47 (1 ) From Table 4. (2) Estimated total debt service on all currently approved Post-Article XIIIA Debt including the 1982 Notes and the 1985 Notes. Does not include debt service on Pre-Article XIIIA Debt which is paid from property taxes levied for such purpose. (3) Excludes additional debt service on Parity Debt which may be issued in the future under the terms of the Resolution. See "The Resolution - Additional Debt" above. (4) Interest from March 1 , 1985 to June 15, 1985 will be paid to registered owners of the Notes on June 15, 1985; the Resolution requires the District to deposit the full amount of such payment as soon as possible following the District' s receipt of the property taxes which become delinquent on April 10, 1985. - 17 - recreation opportunities, including boating, fishing, hiking, horseback riding, and bicycling. Spectator sports available to residents include virtually every major professional sport, as well as high-level intercollegiate athletic competition. Bay Meadows in San Mateo offers thoroughbred racing and harness racing. LEGAL OPINION All legal proceedings in connection with the issuance of the Notes are subject to the approval of Orrick, Herrington & Sutcliffe, San Francisco, California, Bond Counsel . The opinion of Orrick, Herrington & Sutcliffe, attesting to the validity of the Notes, will be supplied free of charge to the original purchasers of the Notes. A copy of the legal opinion will be printed on each Note. Certain legal matters will be passed upon for the District by Stanley R. Norton, Esq. , General Counsel to the District. TAX EXEMPT STATUS In the opinion of Bond Counsel , interest on the Notes is exempt from all present federal income taxes and State of California personal income taxes under existing 9 statutes regulations and court decisions LEGALITY FOR INVESTMENT The Notes are legal investments in California for commercial and savings banks and as such are legal investments for all trust funds, and for funds of insurance companies and trust companies. The Notes are eligible as security for deposits of public moneys in California. RATING Standard & Poor's Corporation has given the Notes the rating of "A+". The District has furnished the rating agency information --and material which have not been included in this Official Statement. Generally, rating agencies base their ratings on information and material so furnished fu Wished and on investigations, 9 n estigations, studies and assumptions made by the rating agencies. Such ratings reflect only the views of such organizations and an explanation of the significance of such ratings may be obtained from the rating agency furnishing the same. h r T e e is no assurance su nce thath the ratingwill b e maintained or an 'v t f given r' Y 9 period iod of time or that it may not be revised downward or withdrawn entirely by the rating agency if in its judgment, circumstances warrant. Any such downward change in or withdrawal of such rating may have an adverse effect on the market price of the Notes. The Underwriter and the District have not undertaken any responsibility after issuance of the Notes to oppose any such revision or withdrawal . - 35 - CLOSING PAPERS Concurrently with payment for and delivery of the Notes, the following closing papers, each dated the date of such delivery will be provided to Stone & Youngberg, the underwriter. 1 . Legal Opinion - The opinion of Orrick, Herrington & Sutcliffe, approving the validity of the Notes and stating that the interest on the Notes is exempt from all present federal income taxes and State of California personal income taxes under existing statutes, regulations and court decisions. 2. At the time of payment for and delivery of the Notes, the District will furnish a certificate, signed by appropriate officers of the District acting in their official capacity, to the effect that to the best of their knowledge and belief, and after reasonable investigation, (a) neither the Official Statement nor any amendment or supplement thereto contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (b) since the date of the Official Statement no event has occurred which should have been set forth in an amendment or supplement to the Official Statement which has not been set forth in such an amendment or supplement; nor (c) has there been any material adverse change in the operation or financial affairs of the District since the date of such Official Statement. 3. A certificate of an officer of the District that on the basis of the facts, estimates, and circumstances in existence on the date of issue, it is not expected that the proceeds of the Notes will be used in a manner that would cause the notes to be arbitrage bonds under Section 103(c) of the Internal Revenue Code. 4. A certificate signed by the General Counsel of the District that there is no litigation pending affecting the validity of the Notes. 5. The signature certificates of the officers and representatives of the District, showing that they have signed the Notes by facsimile signature. 6. The receipt from the Treasurer of the District showing that the purchase price of the Notes, including interest accrued to the date of delivery thereof, has been received by the District. LITIGATION There is no litigation pending concerning the validity of the notes, the corporate existence of the District, or the title of the officers thereof to their respective offices. 36 UNDERWRITING The Notes will be purchased from the District by Stone & Youngberg as underwriter (the "Underwriter" ) under a Purchase Contract dated February 13, 1985, pursuant to which the Underwriter agrees to purchase all of the Notes for an aggregate purchase price of $4,000,000 plus accrued interest from March 1 , 1985 to the delivery date thereof. The initial public offering prices stated on the cover of this Official Statement may be changed from time to time by the Underwriter. The Underwriter may offer and sell the Notes to certain dealers (including dealers depositing Notes into investment trusts), dealer banks, banks acting as agents and others at prices lower than said public offering prices. MISCELLANEOUS Insofar as any statements made in this Official Statement involve matters of opinion or of estimates, whether or not expressly stated, they are set fort as such and not as representations of fact. No representation is made that any of such statements made will be realized. Neither this Official Statement nor any statement which may have been made verbally or in writing is to be construed as a contract with the owners of the Notes. The execution and delivery of this Official Statement have been duly authorized by the District. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT By Harry A. Turner President of the Board of Directors Appendices A - District's Audited Financial Statement for Year Ended June 30, 1984 - 37 M-85-29 (Meeting 85-03 Cont. February 20, 1985) *kk toe 0 tmWc MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MEMORANDUM February 20, 1985 TO: Board of Directors FROM: H. Grench, General Manager SUBJECT: Resolution Approving Agreement with First Interstate Bank of California Attached is the proposed Resolution Approving, Authorizing and Directing the Execution of an Agreement with First Interstate Bank of California with the agreement attached. These are updates of a similar resolution and agreement on the 1982 note issue. RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVING, AUTHORIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT WITH FIRST INTER- STATE BANK OF CALIFORNIA WHEREAS, this Board of Directors (the Board") of the Midpeninsula Regional Open Space District (the "District") has provided for the issuance and sale of $4, 000, 000 principal amount of Midpeninsula Regional Open Space District 1985 Negotiable Promissory Notes; and WHEREAS, in connection with the issuance and sale of such promissory notes the Board desires to use the services of an experi- enced paying agent; and WHEREAS, First Interstate Bank of California (the "Bank") has such experience and has proposed to perform such services on the terms and conditions set forth in the proposed agreement attached hereto, labeled Exhibit A and incorporated herein (the "Agreement") ; and WHEREAS, the Board approves the terms of the Agreement; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Midpeninsula Regional Open Space District as follows: Section 1. The Agreement between the District and the Bank. is hereby approved and the General Manager of the District is hereby authorized and directed to execute the Agreement on behalf of the District. Section 2. This resolution shall take effect from and after its passage and approval . PASSED AND ADOPTED this 20th day of February, 1985 by the following vote: AYES: NOES: ABSENT: APPROVED: President, Board of Directors Midpeninsula Regional Open Space District (SEAL) ATTEST: Secretary, Board of Directors of the Midpeninsula Regional Open Space District EXHIBIT A PAYING AGENT AGREEMENT THIS AGREEMENT made and entered into this day of 1985, by and between the Midpeninsula Regional Open Space District, hereinafter called the "District" and First Interstate Bank of Califor- nia, hereinafter called BANK WITNESSETH. WHEREAS, the District has by resolution authorized the issuance of $4,000,000.00 1985 PROMISSORY NOTES, and wishes BANK to act as Paying Agent and Registrar to pay said Notes, and WHEREAS, BANK is desirous of acting as Paying Agent on said Note issue(s) at its Corporate Trust Office located in the City of San Francisco, NOW, THEREFORE, the parties above named, in consideration of the mutual covenants herein contained agree as follows: 1. The District hereby appoints BANK its Agent to pay Princi- pal and Interest on Notes referred to above and such as may be included hereafter under this Agreement. 2. The District shall deposit with the Corporate Trust De- partment of BANK, prior to the date of maturity of Principal and/or Interest or otherwise by their terms become payable, all funds necessary for payment of such Principal and Interest; said funds are to be deposit- ed to an account designated as the "Principal and Interest Account." 3. BANK shall cause all of said Notes of the District to be honored in accordance with the terms thereof upon presentation of the -same for payment or collection at maturity or, when by their terms, they otherwise become payable, to the Corporate Trust Department of BANK in San Francisco or Los Angeles, California. BANK will hold and apply the funds deposited to the Principal and Interest Account solely for the payment of the Interest and/or Principal to be so paid provided that this paragraph shall not in any instance require payment or disbursement of any funds in excess of the amount then on deposit in the above mentioned "Principal and Interest Account." 4. BANK shall render a semi-annual cash statement each year to the District showing all amounts received and paid or disbursed pursu- ant to paragraph three (3) hereof. 5. BANK will submit a semi-annual statement of the amount of fees due BANK under this Agreement, and all incidental expenses for which reimbursement is claimed pursuant to paragraph seven (7) hereafter. Upon receipt of such statement, the District shall pay to BANK all fees under this Agreement and shall reimburse said BANK in accordance with paragraph seven (7) hereafter. 6. When any Notes are honored pursuant to paragraph three (3) hereof, BANK shall forthwith cause such Note to be cancelled and retained for a period of fifteen years or until the entire issue has matured. Thereafter the cancelled certificates shall be returned to the District. 7. The District shall pay to BANK fees in accordance with the following schedule: Annual Administration Fee $3,500.00 Registration Services Per certificate issued $2.40 Note-holder account maintenance per annum $3.00 (in excess of 250 note-holders) Each interest check issued $ .50 Per certificate paid at maturity $2.75 Per certificate paid prior to maturity $3.75 Expenses Out of pocket (postage, insurance, telephone, As Billed express mail, telegraph, etc.) Security Transactions Purchase, sale, redemption, tender, maturity, delivery of receipt of bonds, stock, or other personal property; savings deposits or withdrawals and certificate of deposit transactions with other institutions. Current rates subject to periodic adjustment: -Bonds, stock, other personal property $ 25.00/transaction Eurodollar Certificate $125.00/transaction Repurchase Agreement $ 50.00/transaction Special Services For performing special services not specifically covered in the schedule, an additional amount, to be mutually negotiated, will be charged for each special service required. Fee Adjustments The charges for services as Paying Agent and Registrar are subject to adjustment if new laws, methods or costs add to BANK'S operational ex- penses in performing these services. 8. The District will deliver to the Corporate Trust Depart- ment of BANK as soon as available, the following documents in the numbers indicated: Two specimen notes of each rate and maturity Two note resolutions Two note legal opinions 9. All notices, documents and other correspondence will be mailed or delivered to BANK at 405 Montgomery Street, Suite 1320, San Francisco, California 94014, or to such other addresses as either party shall from time to time indicate in writing to the other. 10. The District, upon six (6) months' written notice to BANK, may terminate any request for the performance of services pursuant to this Agreement. 11. BANK, upon six (6) months' written notice to the District, may terminate this Agreement, provided, however, that upon default by the District under any provision of this Agreement or upon default by the District to. deposit funds with BANK for payment of principal and/or interest of any issue with respect to which BANK has agreed hereby to pay, BANK may immediately terminate this Agreement in its entirety by giving written notice to the District. THE TERMS AND CONDITIONS of the Agreement are intended for the mutual benefit of' the District and BANK exclusively and are not intended to give any third party any rights or claim, contractual or otherwise, hereunder. IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed, the day and year first above written. Mid Peninsula Regional Open Space District By Title o First Interstate Bank of California By Title RESOLUTION NO. RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVING, AUTHORIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT WITH FIRST INTER- STATE BANK OF CALIFORNIA WHEREAS, this Board of Directors (the' Board") of the Midpeninsula Regional Open Space District (the "District") has provided for the issuance and sale of $4,000, 000 principal amount of Midpeninsula Regional Open Space District 1985 Negotiable Promissory Notes; and WHEREAS, in connection with the issuance and sale of such promissory notes the Board desires to use the services of an experi- enced paying agent; and WHEREAS, First Interstate Bank of California (the "Bank") has such experience and has proposed to perform such services on the terms and conditions set forth in the proposed agreement attached hereto, labeled Exhibit A and incorporated herein (the "Agreement") ; and WHEREAS, the Board approves the terms of the Agreement; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Midpeninsula Regional Open Space District as follows: Section 1. The Agreement between the District and the Bank is hereby approved and the General Manager of the District is hereby authorized and directed to execute the Agreement on behalf of the District. Section 2. This resolution shall take effect from and after its passage and approval. PASSED AND ADOPTED this 20th day of February, 1985 by the following vote: AYES: NOES: ABSENT: APPROVED: President, Board of Directors Midpeninsula Regional Open Space District (SEAL) ATTEST: Secretary, Board of Directors of the Midpeninsula Regional Open Space District M-85-29 (Meeting 85-03 Cont. February 20, 1985) MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MEMORANDUM February 20, 1985 TO: Board of Directors FROM: H. Grench, General Manager SUBJECT: Resolution Approving Agreement with First Interstate Bank of California Attached is the proposed Resolution Approving, Authorizing and Directing the Execution of an Agreement with First Interstate Bank of California with the agreement attached. These are updates of a similar resolution and agreement on the 1982 note issue. EXHIBIT A PAYING AGENT AGREEMENT THIS AGREEMENT made and entered into this day of 1985, by and between the Midpeninsula Regional Open Space District, hereinafter called the "District" and First Interstate Bank of Califor- nia, hereinafter called BANK WITNESSETH• WHEREAS, the District has by resolution authorized the issuance of $4,000,000.00 1985 PROMISSORY NOTES, and wishes BANK to act as Paying Agent and Registrar to pay said Notes, and WHEREAS, BANK is desirous of acting as Paying Agent on said Note issue(s) at its Corporate Trust Office located in the City of San Francisco, NOW,, THEREFORE, the parties above named, in consideration of the mutual covenants herein contained agree as follows: 1. The District hereby appoints BANK its Agent to pay Princi- pal and Interest on Notes referred to above and such as may be included hereafter under this Agreement. 2. The District shall deposit with the Corporate Trust De- partment of BANK, prior tothe date of maturity of Principal and/or Interest or otherwise by their terms become payable, all funds necessary for payment of such Principal and Interest; said funds are to be deposit- ed to an account designated as the "Principal and Interest Account." 3. BANK shall cause all of said Notes of the District to be honored in accordance with the terms thereof upon presentation of the same for payment or collection at maturity or, when by their terms, they otherwise become payable, to the Corporate Trust Department of BANK in San Francisco or Los Angeles, California. BANK will hold and apply the funds deposited to the Principal and Interest Account solely for the payment of the Interest and/or Principal to be so paid provided that this paragraph shall not in any instance require payment or disbursement of any funds in excess of the amount then on deposit in the above mentioned "Principal and Interest Account." 4. BANK shall render a semi-annual cash statement each year to the District showing all amounts received and paid or disbursed pursu- ant to paragraph three (3) hereof. 5. BANK will submit a semi-annual statement of the amount of fees due BANK under this Agreement, and all incidental expenses for which reimbursement is claimed pursuant to paragraph seven (7) hereafter. Upon receipt of such statement, the District shall pay to BANK all fees under this Agreement and shall reimburse said BANK in accordance with paragraph seven (7) hereafter. 6. When any Notes are honored pursuant to paragraph three (3) hereof, BANK shall forthwith cause such Note to be cancelled and retained for a period of fifteen years or until the entire issue has matured. Thereafter the cancelled certificates shall be returned to the District. 7. The District shall pay to BANK fees in accordance with the following schedule: .Annual Administration Fee $3,500.00 Registration Services Per certificate issued $2.00 Note-holder account maintenance per annum $3.00 (in excess of 250 note-holders) Each interest check issued $ .50 Per certificate paid at maturity $2.75 Per certificate paid prior to maturity $3.75 Expenses Out of pocket (postage, insurance, telephone, As Billed express mail, telegraph, etc.) Security Transactions Purchase, sale, redemption, tender, maturity, delivery of receipt of bonds, stock, or other personal property; savings deposits or withdrawals and certificate of deposit transactions with other institutions. Current rates subject to periodic adjustment: -Bonds, stock, other personal property $ 25.00/transaction Eurodollar Certificate $125.00/transaction Repurchase Agreement $ 50.00/transaction Special Services For performing special services not specifically covered in the schedule, an additional amount, to be mutually negotiated, will be charged for each special service required. Fee Adjustments The charges for services as Paying Agent and Registrar are subject to adjustment if new laws, methods or costs add to BANK'S operational ex- penses in performing these services. 8. The District will deliver to the Corporate Trust Depart- ment of BANK as soon as available, the following documents in the numbers indicated: Two specimen notes of each rate and maturity Two note resolutions Two note legal opinions 9. All notices, documents and other correspondence will be mailed or delivered to BANK at 405 Montgomery Street, Suite 1320, San ai Francisco, California 94014, or to such other addresses as either party shall from time to time indicate in writing to the other. 10. The District, upon six (6) months' written notice to BANK, may terminate any request for the performance of services pursuant to this Agreement. 11. BANK, upon six (6) months' written notice to the District,, may terminate this Agreement, provided, however, that upon default by the District under any provision of this Agreement or upon default by the District to deposit funds with BANK for payment of principal and/or interest of any issue with respect to which BANK has agreed hereby to pay, BANK may immediately terminate this Agreement in its entirety by giving written notice to the District. THE TERMS AND CONDITIONS of the Agreement are intended for the mutual benefit of the District and BANK exclusively and are not intended to give any third party any rights or claim, contractual or otherwise, hereunder. IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed, the day and year first above written. Mid Peninsula Regional Open Space District By Title First Interstate Bank of California By Title M-85-25 (Continued Meeting of February 13, 1985) MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MEMORANDUM February 14 , 1985 TO: Board of Directors FROM: H. Grench, General Manager SUBJECT: Resolution Endorsing Goals of South Bay Wetlands Coalition Discussion: This item was continued from your February 13 Regular Meeting. Please refer to memorandum M-85-16 of February 5, 1985. Recommendation: As stated in memorandum M-85-16, I recommend that you adopt the Resolution of the Board of Directors of the Midpeninsula Regional open space District endorsing the goals of the South Bay Wetlands Coalition. M-85-27 Ant, (Continued Meeting of 'N61 41v February 13 , 1985) 0 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MEMORANDUM February 15 , 1985 II TO: Board of Directors FROM: H. Grench, General Manager SUBJECT: Interim Report of Search for Permanent District Office Headquarters Discussion: This item was continued from your February 13 meeting. Please refer to report R-85-14 dated February 8 , 1935. Recommendation: As stated in report R-85-14 , I recommend that you accept the staff report. Staff would continue to work with the Office Space Committee which would monitor progress and help to formulate recommendations to the full Board. Staff would return to you with progress reports and necessary authorizations for hiring of consultants if any contract were to exceed $10 ,000 . -.-85-26 (Continued Meeting of February 13 , 1985) MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 375 DISTEL CIRCLE,SUITE D-1,LOS ALTOS,CALIFORNIA 94022 (415)965-4717 MEMORANDUM February 15 , 1985 TO: Board of Directors FROM: H. Grench, General Manager SUBJECT: Initial Legislative Program for 1985-86 Discussion: This item was continued from your February 13 meeting. Please refer to memorandum M-85-17 of February 5 , 1985. Recommendation: As stated in memorandum M-85-17 , I recommend that you adopt the Initial Legislative Program for 1985-86 , including the positions and priorities indicated. Herbert A.Grench,General Manager Board of Directors:Katherine Duffy,Nonette G.Hanko,Teena Henshaw,Richard S.Bishop,Edward G.Shelley,Harry A.Turner,Daniel G.Wendin r MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MEMO TO THE BOARD February 15, 1985 Please call us at the office if you need any reports or memos for the items on the February 20 agenda. I