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