Loading...
HomeMy Public PortalAboutResolution - 16-31- 20160809 - Refunding BondsRESOLUTION NO. 16-31 A RESOLUTION AUTHORIZING ISSUANCE OF NOT TO EXCEED $68,000,000 OF REFUNDING BONDS; APPROVING FORMS AND EXECUTION OF AN INDENTURE, A PURCHASE CONTRACT, AN ESCROW AGREEMENT, AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING FORM OF AND DISTRIBUTION OF AN OFFICIAL STATEMENT FOR SAID REFUNDING BONDS; AND AUTHORIZING TAKING OF NECESSARY AND INCIDENTAL ACTIONS, AND EXECUTING DOCUMENTS AND CERTIFICATES WHEREAS, the Midpeninsula Regional Open Space District (the "District") has heretofore issued certain outstanding 2007 Refunding Promissory Notes (the "2007 Notes") in order to perform a refinancing of certain prior District obligations (the "2007 Refunding"); WHEREAS, in order to assist the District with the 2007 Refunding, the Midpeninsula Regional Open Space District Financing Authority (the "Authority") has heretofore issued its 2007 Series A Revenue Refunding Bonds (1996 and 1999 Refinancing Project) (the "2007 Authority Bonds") and used the proceeds of such bonds to acquire the 2007 Notes; WHEREAS the payment of the District's 2007 Notes secures the Authority's outstanding 2007 Authority Bonds; WHEREAS, the District has. heretofore entered into a Site Lease, dated May 1, 2011, by and between the District and the Authority (the "Site Lease"), under which the District leased certain property of the District (the "Leased Property") to the Authority in consideration of payment by the Authority of an upfront rental payment (the "Site Lease Payment"); WHEREAS, for the purpose of providing the funds to enable the Authority to pay the Site Lease Payment to the District in accordance with the Site Lease, the Authority has heretofore issued its 2011 Revenue Bonds (the "2011 Authority Bonds," and, together with the 2007 Authority Bonds, the "Authority Bonds"); WHEREAS, in order to secure the payments of principal of and interest on the 2011 Authority Bonds, the Authority has heretofore entered into a Lease Agreement, dated as of May 1, 2011, by and between the District and the Authority (the "Lease Agreement"), under which the Authority agreed to lease the Leased Property back to the District and the District is obligated to pay semiannual lease payments (the "Lease Payments") as rental for the Leased Property; WHEREAS, the Authority has assigned its right to receive the Lease Payments to The Bank of New York Mellon Trust Company, N.A., as Trustee (the "2011 Trustee") as security and the source of payment for the 2011 Authority Bonds; WHEREAS, the outstanding 2007 Authority Bonds are subject to optional redemption on September 1, 2016 and on any date thereafter, and the outstanding 2011 Authority Bonds maturing on and after September 1, 2022 are subject to optional redemption on September 1, 2021 and on any date thereafter; WHEREAS, the District has determined that it is in the best interests of the District and is necessary and proper for District purposes that the District issue its Midpeninsula Regional Resolutions/2016/16-3 l_Refunding Bonds 1 WHEREAS, the District has determined that it is in the best interests of the District and is necessary and proper for District purposes that the District issue its Midpeninsula Regional Open Space District Green Bonds, 2016 Refunding (the "2016 Green Bonds") to refund its outstanding obligations under the 2007 Notes and thereby direct the Authority to redeem the 2007 Authority Bonds, and to prepay a portion of its obligations under the Lease Agreement and thereby cause the redemption of the portion of the 2011 Authority Bonds subject to optional redemption (such callable 2011 Authority Bonds, together with the outstanding 2007 Authority Bonds, the "Prior Bonds"); WHEREAS, the District is designating the 2016 Green 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 refinance 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; WHEREAS, the District is authorized by law to issue refunding revenue bonds to refinance any bonds, notes or other evidences of indebtedness of the District; WHEREAS, this Board is authorized, and now wishes, to issue the 2016 Green Bonds as refunding bonds pursuant to Article 3 of Chapter 3 of Division 5 of the Public Resources Code (the "District Act"), and all laws amendatory thereof or supplemental thereto, including Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (together with the District Act, the "Law"), to redeem all or a portion of the outstanding 2007 Notes (the refunded portion of the 2007 Notes, the "Prior Notes"), and to prepay a portion of its obligations under the Lease Agreement (such obligations the "Prior Lease Obligations," and, together with the Prior Notes, the "Prior Obligations") and thereby to cause the redemption of the Prior Bonds; WHEREAS, this Board acknowledges that refinancing any of the Prior Bonds more ·than 90 days in advance of the date of redemption thereof shall preclude any tax-exempt advance refunding of the portion of bonds issued for such purpose; WHEREAS, this Board has been presented with forms of: Reso lutions/2016/ 16-31 _Refunding Bonds • an Indenture by and between the District and Zions Bank, a division of ZB, National Association; • an Escrow Agreement by and between the District, the Authority and The Bank of New York Mellon Trust Company, N.A.; 2 • a Continuing Disclosure Certificate; • a Bond Purchase Agreement (the "Purchase Contract") by and between the District and Morgan Stanley & Co., LLC. (the "Underwriter"); and • a Preliminary Official Statement; WHEREAS, Backstrom Mccarley Berry & Co., LLC shall serve as the Financial Advisor to the District; WHEREAS, Orrick, Herrington & Sutcliffe, LLP shall serve as Bond Counsel to the District, and Schiff Hardin LLP shall serve as Disclosure Counsel to the District; WHEREAS, the Board has examined and approved each document presented to it and desires to authorize and direct the execution and delivery of such documents and the consummation of the financing contemplated herein and therein; and WHEREAS, the District has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Midpeninsula Regional Open Space District, as follows: Section 1. The District hereby specifically finds 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. The District hereby authorizes the issuance and sale, by negotiated sale, of not to exceed $68,000,000 aggregate principal amount of 2016 Green Bonds. The District has chosen to sell the 2016 Green Bonds by negotiated sale in order to provide greater flexibility in the timing of the sale, to provide more opportunity to optimize the structure of the issue, and to achieve greater interest cost savings. The 2016 Green Bonds may be issued in one or more series or subseries and shall be designated the "Midpeninsula Regional Open Space District Green Bonds, 2016 Refunding" with such additional designations as the General Manager or his written designee, the Controller, or the Chief Financial Officer I Director of Administrative Services, (each an "Authorized Officer") may deem necessary or desirable. Section 3. The form of Indenture by and between the District and Zions Bank, a division of ZB, National Association, as Trustee (the "Trustee"), on file with the District Clerk of the Board (the "Clerk"), is hereby approved and the Authorized Officers are hereby severally authorized and directed to execute and deliver the Indenture in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. The form of Purchase Contract by and between the Underwriter and the District on file with the Clerk, is hereby approved. The Authorized Officers are hereby 3 Reso lutions/2016/ 16-3 I _Refunding Bonds severally authorized and directed to execute and deliver the Purchase Contract in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof and pursuant thereto to sell the 2016 Green Bonds to the Underwriter for the purchase price set forth in the Purchase Contract, provided that said price to be not less than the principal amount of the 2016 Green Bonds less an underwriting discount which shall not exceed 0.45% (exclusive of any original issue discount) of the principal amount of the 2016 Green Bonds (which this Board hereby determines reflects an underwriter's spread that is both reasonable and customary under the prevailing market conditions), the present value of the debt service savings with respect to the Prior Bonds shall be at least 10% of the aggregate principal amount of such Prior Bonds, no 2016 Green Bond shall mature later than September 1, 2041, no 2016 Green Bond shall bear interest at a rate greater than 6% per annum, and the true interest cost of the 2016 Green Bonds shall not exceed 4.00%. Section 5. The form of Official Statement describing the 2016 Green Bonds, on file with the Clerk, is hereby approved. The Authorized Officers are hereby severally authorized and directed to execute and deliver a final Official Statement in substantially said form, with such additions thereto or changes therein as the District may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby authorized to distribute copies of the Official Statement to persons purchasing the 2016 Green Bonds and other interested parties. The distribution of the Preliminary Official Statement by the Underwriter is hereby authorized and approved. The Authorized Officers are hereby severally authorized and directed to execute a certificate confirming that the Preliminary Official Statement has been "deemed final" by the District for purposes of Securities and Exchange Commission Rule 15c2-12. Section 6. The form of Escrow Agreement by and between the District, the Authority and The Bank of New York Mellon Trust Company, N.A., as Escrow Agent, on file with the Clerk is hereby approved. The Authorized Officers are hereby severally authorized and directed to execute and deliver the Escrow Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The 2011 Trustee is hereby authorized and directed to give notice of redemption of the callable 2011 Authority Bonds to be redeemed as shall be required by the Escrow Agreement and pursuant to the terms of the Indenture with respect to the 2011 Authority Bonds. Section 7. The form of Continuing Disclosure Certificate on file with the Clerk, is hereby approved. The Authorized Officers are hereby severally authorized and directed to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. 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, directing the trustee for the 2007 Authority Bonds to provide a conditional notice of redemption for the 2007 Authority Bonds, providing for the purchase of escrow securities, and engaging certified public 4 Resolutions/2016/ l 6-3 l _Refunding Bonds accountants to verify the sufficiency of funds deposited in escrow, executing amendments to the Site Lease or Lease Agreement 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 2016 Green Bonds, necessary or desirable to accomplish the transactions set forth above and to administer the documents authorized hereby. Section 9. All actions heretofore taken by the officers and agents of the District with respect to the sale, execution and delivery of the 2016 Green Bonds are hereby approved and confirmed. Section 10. This Resolution shall take effect from and after its date of adoption. * * * * * * * * * * * * * * * * * * * * PASSED AND ADOPTED this 10th day of August, 2016 by the following vote: AYES: CYR, HANKO, HARRIS, HASSETT, KISHIMOTO, RIFFLE, SIEMENS NOES: NONE ABSTAIN: NONE ABSENT: NONE ATTEST: G_�� Secretary Board of Directors Resolutions/2016/16-31 _Refunding Bonds 5 CLERK'S CERTIFICATE I, Jennifer Woodworth, District Clerk of the Board of the Midpeninsula Regional Open Space District, hereby certify as follows: The foregoing is a full, 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 10th day of August, 2016, of which meeting all of the members of said Board had due notice and at whjch a majority thereof were present; and at said meeting said resolution was adopted by the following vote: A YES: CYR, HANKO, HARRIS, HASSETT, KISHIMOTO, RIFFLE, SIEMENS NOES: NONE ABSTAIN: NONE ABSENT: NONE An agenda of said meeting was posted at least 72 hours before said meeting at 330 Distel Circle, 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 10th day of August, 2016. N � /J District Clerk 6 Resolutions/2016/16-31_Refunding Bonds