HomeMy Public PortalAboutResolution - 24-06- 20240424 - 06_2024BondIssuanceRESOLUTION NO. 24-06
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT AUTHORIZING THE ISSUANCE AND
PRESCRIBING THE TERMS OF SALE OF NOT TO EXCEED $40,000,000 OF
GENERAL OBLIGATION BONDS; APPROVING THE FORMS AND
EXECUTION OF A FISCAL AGENT AGREEMENT AND A BOND PURCHASE
CONTRACT; AND AUTHORIZING TAKING OF NECESSARY AND
INCIDENTAL ACTIONS AND PREPARATION, EXECUTION AND DELIVERY
OF NECESSARY DOCUMENTS RELATING TO SAID BONDS
WHEREAS, a special bond election was duly called and regularly held in the
Midpeninsula Regional Open Space District (herein called the "District"), on June 3, 2014,
pursuant to Article 3, commencing with Section 5500, of Chapter 3 of Division 5 of the Public
Resources Code, at which a bond measure ("Measure AA") summarized as follows was submitted
to the electors of the District:
"To improve access to hiking and biking opportunities, protect and preserve
redwood forests, natural open spaces, the scenic beauty of our region and coastline, critical
wildlife habitat, restore creeks to protect water quality, and reduce forest fire risk; shall
Midpeninsula Regional Open Space District be authorized to issue up to $300 million in
bonds, at a tax rate not to exceed $3.18 per $100,000 of assessed value of property owned,
with expenditures verified by an independent citizen oversight committee?"
WHEREAS, passage of said measure required at least a two-thirds affirmative vote
of the votes cast thereon, and at least two-thirds of the votes cast on said measure were in favor of
issuing said bonds;
WHEREAS, the District has previously issued its "Midpeninsula Regional Open
Space District (Counties of Santa Clara, San Mateo and Santa Cruz, California) General Obligation
Bonds, Series 2015A" (the "Series 2015A Bonds") in the original principal amount of $40,000,000
and its "Midpeninsula Regional Open Space District (Counties of Santa Clara, San Mateo and
Santa Cruz, California) General Obligation Bonds, Series 2015B (Federally Taxable)" (the "Series
2015B Bonds," and, collectively with the Series 2015A Bonds, the "Series 2015 Bonds") in the
original principal amount of $5,000,000, for authorized purposes;
WHEREAS, the District has previously issued its "Midpeninsula Regional Open
Space District (Counties of Santa Clara, San Mateo and Santa Cruz, California) General Obligation
Bonds, Series 2018" (the "Series 2018 Bonds" and, together with the Series 2015 Bonds, the "Prior
Bonds") in the original principal amount of $50,000,000, for authorized purposes;
WHEREAS, for the purpose of financing the projects authorized by Measure AA
(the "Projects"), the Board of Directors of the District (the "Board") has determined at this time to
issue its General Obligation Bonds (Green Bonds), Series 2024 in the aggregate principal amount
of not to exceed $40,000,000 (the "Bonds") pursuant to Article 3, commencing with Section 5500,
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of Chapter 3 of Division 5 of the Public Resources Code and Article 4.5, commencing with Section
53506, of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of
California (collectively, the "Act");
WHEREAS, Backstrom McCarley Berry & Co., LLC shall serve as the Municipal
Advisor to the District (the "Municipal Advisor") with respect to the Bonds;
WHEREAS, Orrick, Herrington & Sutcliffe, LLP shall serve as Bond Counsel to
the District (the "Bond Counsel"), and ArentFox Schiff LLP shall serve as Disclosure Counsel to
the District (the "Disclosure Counsel") with respect to the Bonds;
WHEREAS, the Board deems it necessary and desirable to authorize the sale of
the Bonds by a negotiated sale to Morgan Stanley & Co. LLC (the "Underwriter");
WHEREAS, Zions Bancorporation, National Association has been retained by the
District to, and will, act as Fiscal Agent (the "Fiscal Agent") with respect to the Bonds;
WHEREAS, pursuant to Measure AA, the District projected that the tax rate
necessary to pay debt service on bonds of the District issued under Measure AA in each year would
not exceed $3.18 per $100,000 of assessed valuation;
WHEREAS, it is estimated, based on the current assessed value of property in the
District, that the combined tax rate necessary to pay the debt service on the Prior Bonds and the
Bonds will not exceed $3.18 per $100,000 of assessed valuation in any year;
WHEREAS, the District hereby determines that the Bonds shall be issued as
unlimited property tax bonds pursuant to the Act and as authorized by the voters, and the District
shall provide a schedule of the estimated amount of money that will be required for the payment
of principal and interest on the Bonds and the tax rate necessary to pay the Prior Bonds issued
pursuant to Measure AA to the Counties of Santa Clara, San Mateo and Santa Cruz, California
(collectively, the "Counties"), which Counties are obligated to levy and collect ad valorem taxes
upon all property subject to taxation by the District in each year that the Bonds are outstanding in
amounts necessary and sufficient to pay debt service on the Bonds, and without limitation as to
rate or amount;
WHEREAS, the District is designating the Bonds as "Green Bonds" to allow
investors to invest directly in bonds that finance environmentally beneficial projects, as the
proceeds of the Bonds will be used to finance the acquisition and preservation of properties that
have been dedicated for open space purposes;
WHEREAS, the District acquires and preserves, or returns to its natural state, such
lands for scenic beauty and enjoyment, the protection of natural vegetation, wildlife and
agriculture, and establishes boundaries for urban growth and enhances quality of life, recreation in
nature and educational opportunities through the creation of a regional greenbelt;
WHEREAS, the District has determined that open space protects and restores the
natural environment and promotes healthier living by providing opportunities for ecologically
sensitive public enjoyment and education;
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WHEREAS, there have been submitted and are on file with the Clerk of this Board
(the "Clerk") proposed forms of a Bond Purchase Contract, by and between. the District and the
Underwriter (the "Bond Purchase Contract"), and a Fiscal Agent Agreement, by and between the
District and the Fiscal Agent (the "Fiscal Agent Agreement"), each with respect to not to exceed
$40,000,000 aggregate principal amount of "Midpeninsula Regional Open Space District
(Counties of Santa Clara, San Mateo and Santa Cruz, California) General Obligation Bonds (Green
Bonds), Series 2024," proposed to be sold; and
WHEREAS, a preliminary form of an official statement with respect to the Bonds
(the "Official Statement") will be presented to the Board for approval at its meeting of May 8,
2024; and
WHEREAS, pursuant to Section 5852.1 of the Government Code of the State of
California, the District has received certain representations and good faith estimates from the
Municipal Advisor, including an estimate of costs associated with the issuance of the Bonds and
the District has disclosed such good faith estimates as set forth on Exhibit A attached hereto;
NOW, THEREFORE, BE IT RESOLVED by the Midpeninsula Regional Open Space
District, as follows:
Section 1. Recitals. The District hereby specifically Ends and declares that the actions
authorized hereby constitute and are with respect to public affairs of the District and that the
statements, findings and determinations of the District set forth above are true and correct.
Section 2. Authorization of Issue of Bonds. The Board hereby authorizes the issuance
and sale, from time to time, by negotiated sale, of one or more series of taxable or tax-exempt
Bonds of the District and tentatively designates said Bonds as the "Midpeninsula. Regional Open
Space District (Counties of Santa Clara, San Mateo and Santa Cruz, California) General Obligation
Bonds (Green Bonds), Series 2024" in an aggregate principal amount not to exceed $40,000,000,
with such revised or additional designations as the General Manager or his written designee, the
Controller, or the Chief Financial Officer / Director of Administrative Services (each an
"Authorized Officer") may deem necessary or desirable.
Section 3. Fiscal Agent Agreement. The form of Fiscal Agent Agreement, on file with
the Clerk, is hereby approved and the Authorized Officers are hereby severally authorized and
directed to execute and deliver the Fiscal Agent Agreement in substantially said form, with such
changes therein as the Authorized Officer executing the same may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof.
Section 4. Sale of Bonds; Bond Purchase Contract. The Board hereby authorizes the
issuance of the Bonds by negotiated sale to the Underwriter, and pursuant to Section 53508.9 of
the Government Code of the State of California, the Board has found and determined the following
reasons therefor: to (1) better ensure that the tax rate estimated to voters at the time of the election
will be maintained; (2) provide more flexibility in the timing of the sale of the bonds; (3) result in
a lower overall cost of borrowing; (4) provide more flexibility in the debt structure; (5) allow the
District to work with participants familiar with the District; and (6) increase the opportunity to pre -
market the Bonds for sale to local residents and other investors.
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The form of Bond Purchase Contract by and between the Underwriter and the District on
file with the Clerk, is hereby approved. The Authorized Officers are hereby severally authorized
and directed to execute and deliver the Bond Purchase Contract in substantially said form, with
such changes therein as the Authorized Officer executing the same may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof and pursuant thereto
to sell the Bonds to the Underwriter for the purchase price set forth in the Bond Purchase Contract,
provided, however, that said price to be not less than the principal amount of the Bonds; provided,
further that the underwriting discount shall not exceed 0.60% of the principal amount of the Bonds
(which this Board hereby determines reflects an underwriter's spread that is both reasonable and
customary under the prevailing market conditions), no Bond shall mature later than March 1, 2054,
no Bond shall bear interest at a rate greater than 6.00% per annum, and the true interest cost of the
Bonds shall not exceed 5.00%.
Section 5. Costs of Issuing the Bonds. The estimated costs of issuance of the Bonds,
excluding the underwriting discount, do not exceed 1.0% of the principal amount of the Bonds
sold.
Section 6. Request to Counties to Levy Tax. The Boards of Supervisors and officers
of the Counties are obligated by statute to provide for the levy and collection of property taxes in
each year upon all the real and personal property within the District and within their respective
County at a rate sufficient to meet the proportion of taxes necessary to be raised in the County to
pay all principal and interest corning due on the Bonds in such year. The amount of taxes to be
raised in each County shall be in the same proportion as the assessed valuation of the taxable
property in the District within the County is to the assessed valuation of all property in the District.
The District, in each year, shall provide the Board of Supervisors of the Counties with the
information necessary to make the levy and hereby requests the Counties to annually levy a tax
upon all taxable property in the District sufficient to redeem the Bonds and to transfer such monies
to or as requested by the District for deposit in the District's debt service fund for the Bonds held
by the treasurer of the District. The Authorized Officers are hereby authorized and directed to
deliver certified copies of this Resolution to the appropriate officials of each of the Counties. The
tax for these Bonds is levied specifically for the purpose of paying the Bonds issued to finance the
projects specified in Measure AA.
Section 7. Pledge of Tax Revenues. The District hereby pledges all revenues from the
property taxes collected from the levy by the Counties for the payment of the Bonds and arnounts
on deposit in the interest and sinking fund of the District collected for the Bonds to the payment
of the principal or redemption price of and interest on the Bonds. This pledge shall be valid and
binding from the date hereof for the benefit of the owners of the Bonds and successors thereto.
The property taxes and amounts held in the debt service fund of the District shall be immediately
subject to this pledge, and the pledge shall constitute a lien and security interest which shall
immediately attach to the property taxes and amounts held in the debt service fund of the District
to secure the payment of the Bonds and shall be effective, binding, and enforceable against the
District, its successors, creditors and all others irrespective of whether those parties have notice of
the pledge and without the need of any physical delivery, recordation, filing, or further act. This
pledge is an agreement between the District and the bondholders to provide security for the Bonds
in addition to the statutory lien set forth in Section 53515 of the Government Code of the State of
California, and "Bonds" for purposes of this pledge contained herein means all bonds of the
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District issued pursuant to voter approved Measure AA of the District, including the Bonds, the
Prior Bonds and any bonds issued to refund the Bonds or any other bonds issued pursuant to
Measure AA.
Section 8. Ratification of Actions. All actions heretofore taken by the officers and agents
of the District with respect to the sale, execution and delivery of the Bonds and the other transactions
authorized and contemplated herein are hereby approved, confirmed and ratified.
Section 9. Approval of Further Actions. The officers of the District are hereby
authorized and directed, jointly and severally, to do any and all things which they may deem
necessary or advisable in order to consummate the transactions herein authorized and otherwise to
carry out, give effect to and comply with the terms and intent of this Resolution including, but not
limited to: preparation of the form of the Official Statement and presenting such form to the Board;
authorizing the preparation and distribution of all rating and marketing materials necessary for the
sale of the Bonds; and paying costs of issuance. The President of the Board, the Clerk, the
Authorized Officers, and the other officers of the District are hereby severally authorized and
directed to execute and deliver any and all documents, written requests, certificates and
representations, including but not limited to signature certificates, no -litigation certificates, tax and
rebate certificates, the letter of representations to The Depository Trust Company and certificates
concerning the contents of the Official Statement distributed in connection with the sale of the
Bonds, necessary or desirable to accomplish the transactions set forth above and to administer the
documents authorized hereby. The Authorized Officers may execute and deliver one or more of
each of the documents the form of which were presented to the Board herewith and approved
hereby.
Section 10. Notice to California Debt and Investment Advisory Commission. The
Board hereby authorizes and directs Bond Counsel to cause notices of the proposed sale and final
sale of the Bonds to be filed in a timely manner with the California Debt and Investment Advisory
Commission pursuant to Section 8855 of the Government Code. The issuance of the Bonds will
be made in compliance with the District's adopted debt policy.
Section 11. Validity of Bonds. The Bonds are subject to California Code of Civil
Procedure Section 860 et. seq. In order to ensure the validity of the Bonds, the District will proceed
to issue the Bonds only after the 60 -day period from the date of adoption of this resolution for
actions to be brought pursuant to Section 863 of the California Code of Civil Procedure has
expired.
Section 12. Contract with Bond Owners. The provisions of this Resolution shall be a
contract with each and every owner of Bonds and the duties of the District and of the Board and
the officers of the District shall be enforceable by any bond owner by mandamus or other
appropriate suit, action or proceeding in any court of competent jurisdiction.
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Section 13. Effective Date. This Resolution shall take effect from and after its date of
adoption.
* * * * * * * * * * * * * * * * * * * *
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional
Open Space District on April 24, 2024, at a regular meeting thereof, by the following vote:
AYES: CYR, GLEASON, HOLMAN, KISHIMOTO, MACNIVEN, RIFFLE
NOES: NONE
ABSTAIN: NONE
ABSENT: KERSTEEN-TUCKER
ATTEST:
Curt Riffle, Secretary
Board of Directors
APPROVED AS TO FORM:
Hilary Stevenson, General Counsel
APPROVED:
Margaret cNiven, President
Board of l erectors
1, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify
that the above is a true and correct copy of a resolution duly adopted by the Board of Directors
of the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly
held and called on the above day.
is Soria, District C rk
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EXHIBIT A
GOOD FAITH ESTIMATES
Midpeninsula Regional Open Space District
(Counties of Santa Clara, San Mateo and Santa Cruz, California.)
General Obligation Bonds (Green Bonds), Series 2024
The following information was obtained from Backstrom McCarley Berry & Co., LLC, as
the municipal advisor of the bonds defined above (the "Bonds"), for consideration prior to the
authorization in the foregoing Resolution of the proposed Bonds:
1. True Interest Cost of the Bonds. Assuming an aggregate principal amount of the
Bonds in the amount of $37,400,000 is sold to effectuate the financing with annual debt service
savings and based on market interest rates prevailing at the time of preparation of this information,
a good faith estimate of the true interest cost of the Bonds, which means the rate necessary to
discount the amounts payable on the respective principal and interest payment dates to the
purchase price received for the Bonds, is 4.0526%.
2. Finance Charge of the Bonds. Assuming such a principal amount of the proposed
Bonds is sold and based on market interest rates prevailing at the time of preparation of this
information, a good faith estimate of the Finance Charge of the Bonds, which means the sum of
all fees and charges paid to third parties (or costs associated with the issuance of the Bonds), is
$399,600.
3. Amount of Proceeds to be received. Assuming such aggregate principal amount of
the proposed Bonds required to effectuate the financing is sold and based on market interest rates
prevailing at the time of preparation of this information, a good faith estimate of the amount of
proceeds expectedto be received by the issuer for sale of the Bonds less the Finance Charge of the
Bonds described in 2 above and any reserves or capitalizedinterest paid or funded with proceeds
of the Bonds, is $37,000,000.
4. Total Payment Amount. Assuming such aggregate principal amount of the
proposed Bonds ($37,400,000) are sold and based on market interest rates prevailing at the time
of preparation of this information, a good faith estimate of the total payment amount, which means
the sum total of all payments the issuer will make to pay debt service on the Bonds plus the Finance
Charge of the Bonds described in paragraph 2 above not paid with the proceeds of the Bonds,
calculated to the final maturity of the Bonds, is $67,244,314 (does not include capitalized interest
paid or funded from proceeds of the Bonds referenced above).
Attention is directed to the fact that the foregoing information constitutes good faith estimates
only. The actual interest cost, finance charges, amount of proceeds and total payment amount may
vary from the estimates above due to variations from these estimates in the timing of Bond sales,
the amount of Bonds sold, the amortization of the Bonds sold and market interest rates at the time
of each sale. The date or dates of sale and the amount of Bonds sold will be determined by the
issuer based on need for funds and other factors. The actual interest rates at which the Bonds will
be sold will depend on the bond market at the time of sale. The actual amortization of the Bonds
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will also depend, in part, on market interest rates at the time of each sale. Market interest rates are
affected by economic and other factors beyond the issuer's control.
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CLERK'S CERTIFICATE
I, Maria Soria, District Clerk of the Board of the Midpeninsula Regional Open
Space District, hereby certify as follows:
The foregoing is a fall, true and correct copy of a resolution duly adopted at a
regular meeting of the Board of Directors of said District duly and regularly held at the regular
meeting place thereof on the 24th day of April 2024, of which meeting all of the members of said
Board had due notice and at which a majority thereof were present; and at said meeting said
resolution was adopted by the following vote:.
AYES: CYR, GLEASON, HOLMAN, KISHIMOTO, MACNIVEN, RIFFLE
NOES: NONE
ABSTAIN: NONE
ABSENT: KERSTEEN-TUCKER
An agenda of said meeting was posted at least 72 hours before said meeting at 5050
El Camino Real, Los Altos, California, a location freely accessible to members of the public, and
a brief general description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting on
file and of record in my office; the foregoing resolution is a full, true and correct copy of the
original resolution adopted at said meeting and entered in said minutes; and said resolution has not
been amended, modified or rescinded since the date of its adoption, and the same is now in full
force and effect.
WITNESS my hand and the seal of the Midpeninsula Regional Open Space District
this 24th day of April 2024.
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