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HomeMy Public PortalAbout19900228 - Minutes - Board of Directors (BOD) A Meeting 90-04 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT OLD MILL OFFICE CENTER,BUILDING C,SUITE 135 201 SAN ANTONIO CIRCLE,MOUNTAIN VIEW,CALIFORNIA 94040 (415)949-5500 REGULAR MEETING BOARD OF DIRECTORS February 2�81__Ag�0 MINUTES I . ROLL CALL President Nonette Hanko called the meeting to order at 7 : 33 P .M. Members Present : Katherine Duffy, Teena Henshaw, Edward Shelley, Nonette Hanko. Richard Bishop arrived at 7 : 40 p.m. Member Absent : Betsy Crowder and Robert McKibbin. Personnel Present : Herbert Grench, Craig Britton, David Hansen, Jean Fiddes , Michael Foster, Mary Gundert , Mary Hale , Stanley Norton, David Topley, and Deborah Morvay-Zucker. II . APPROVAL OF MINUTES Januarv-124 , 1990 Motion: Henshaw moved that the Board approve the minutes of January 24 , 1990 . K. Duffy seconded the motion. The motion to approve the minutes passed 4 to 0 . III . WRITTEN COMMUNICATIONS D. Morvay-Zucker stated that the Board had received a written communication dated February 13 , 1990 from Bay Area Service Center, Inc . , offering to bid on a two-way radio system to be purchased by the District . She said that a draft response prepared by staff for Board consideration was attached to the letter . N. Hanko stated that the draft response was approved by Board consensus . IV. ORAL COMMUNICATIONS There were no oral communications . V. ADOPTION OF AGENDA H. Grench stated that consideration of the first agenda item (Proposed Acquisition of 330 Distel Circle as the District ' s Permanent Office Headquarters) should be delayed until Director Bishop arrived. N. Hanko stated that the change in the agenda was adopted by Board consensus . Herbert Grench,General Manager;Board of Directors:Katherine Duffy,Robert McKibbin,Teena Henshaw,Edward Shelley,Nonette Hanko,Gerry Andeen,Richard Bishop Meeting 90-04 Page Two VI . BOARD BUSINESS A. Notice of Contract Completion and Acceptance of Work for the Skyline Ridge Open Space Preserve Development -Project (Report R-90-23 dated February 22 , 1990) D. Hansen announced the successful completion of the construction of public access improvements by W. S .P . Trucking at Skyline Ridge Open Space Preserve. He extended special thanks to Mary Gundert who coordinated the project and served as its chief inspector. Motion: E. Shelley moved that the Board adopt the Notice of Completion of Contract and Acceptance of Work on the Skyline Ridge Open Space Preserve Development Project . T. Henshaw seconded the motion. The motion passed 5 to 0 . Motion: E. Shelley moved that the Board approve final payment of $70, 251 . 38 to W. S . P . Trucking, Inc . T. Henshaw seconded the motion. The motion passed 5 to 0 . B. Proposed Acquisition of 330 Distel Circle as the District ' s Permanent Office Headquarters (Report R-90-25 dated February 28 , 1990 and Report R-90-24 dated February 14,199-01- C. Britton reviewed the Board ' s initial consideration in 1980 of the need for a permanent District office headquarters and the subsequent participation, by District staff and the Board ' s Office Space Committee, in examination of office space needs , financial analyses , and negotiations . He introduced Tom Fisher and Karl Knudsen of Blickman Turkus Real Estate, with whom staff has worked to negotiate an acceptable offer for the District ' s proposed purchase of the office building at 330 Distel Circle, Los Altos . He stated that the Purchase Agreement and Deposit Receipt is a standard form that includes the payment of $1 , 875 , 000 in cash for the property at the close of escrow, which compares favorably with comparable sales in the area, and that the price being paid by the District is fair and reasonable . He stated that the terms contained in the agreement include : an initial $10 , 000 earnest money deposit by the District with an increase to $25, 000 at the end of the 60-day contingency period that began February 20, during which inspections of the property will be made and financing will be obtained; a ninety day close of escrow including the 60-day contingency period) ; three 30-day extension Meeting 90-04 Page Three periods , each costing an additional $15 , 000 payment by the District with the first payment being applicable to the purchase price and the latter two payments not being applicable to the purchase price . He stated, additionally, that the District ' s holding costs after the close of escrow are estimated to be in excess of $18 , 000 per month. He stated that , also included in the contract, is the right of the District to begin immediately marketing the lease of the property. He stated that there would be extra space to lease out on a long-term basis , and that it would be appropriate to lease out the entire premises for up to one year on an "as-is" basis if possible , until the actual relocation of District headquarters . M. Foster stated that an additional $250 , 000 to $300 , 000 will be included in the financing for improvements so that the entire project will be financed with the purchase price; and that the financing will not be tax-exempt financing and, therefore, will not be subject to the restrictions of tax-exempt financing. He stated that the most important feature of the proposed financing is that it does not impact financially the District ' s land acquisition and development programs . He stated that certificates of participation are a popular form of municipal financing and that there is currently a very large certificate market. Directors Shelley and Henshaw expressed their support for the purchase because it does not impact staffing or land acquisition the way the previous proposal to build a headquarters would have . H. Grench stated that, in the absence of B. Crowder, the Board must appoint a secretary pro tempore to certify the resolution if passed by the Board. Motion: E. Shelley moved that the Board appoint R. Bishop secretary pro tempore . N. Hanko seconded the motion. The motion passed 5 to 0 . Motion: E. Shelley moved that the Board adopt Resolution 90-09, a Resolution of the Board of Directors of the Midpeninsula Regional Open Space District Authorizing Acceptance of the Purchase Agreement and Deposit Receipt Authorizing Officer to Execute Certificate of Acceptance of Grant to District , and Authorizing General Manager to Execute Any and All Other Documents Necessary or Appropriate to Closing of the Transaction (Permanent Office Headquarters - Lands of Carmichael et al . ) T. Henshaw seconded the motion. The motion passed 5 to 0 . Meeting 90-04 Page Four Motion: E. Shelley moved that the Board authorize staff to take all actions necessary to arrange the issuance of an approximate $2 , 225, 000 certificate of participation. T. Henshaw seconded the motion. The motion passed 5 to 0 . Motion: E. Shelley moved that the Board designate Prudential- Bache Capital Funding as underwriter, Orrick, Herrington & Sutcliffe as bond counsel , Seattle First Bank as trustee, and the California Special Districts Association as nominal lessor for this transaction. T. Henshaw seconded the motion. The motion passed 5 to 0 . Motion: E. Shelley moved that the Board authorize the General Manager to lease out the entire premises for up to one year on an interim basis . T. Henshaw seconded the motion. The motion passed 5 to 0 . C. Appoin tment for 1989-1990 Fiscal Year (Report R-90-27 dated February_20_,,__1990) Motion: R. Bishop moved that the Board approve the appointment of Deloitte and Touche as the District ' s auditors for the fiscal year 1989-1990 . E. Shelley seconded the motion. The motion passed 5 to 0 . D. Scheduling2f Speci�l__".�_fttApg_ (Report R-90-26 dated February 28 1990) Motion: R. Bishop moved that the Board schedule a special meeting for 7 : 30 p.m. on Monday, March 12 at the District office for the purpose of conducting closed session performance evaluation of Board appointees . E. Shelley seconded the motion. The motion passed 5 to 0 . VII . INFORMATIONAL REPORTS N. Hanko asked for information on the action that the Santa Clara County Parks and Recreation Commission had taken on the St. Joseph' s Hill access road. D. Hansen stated that in a 3 to 2 vote the Commission did not object to utilization of the easement , but they did reiterate that the road would seriously impact the site and voted to send a letter to the Town of Los Gatos in this regard. Discussion then focused on the proposed eminent domain policy that the Santa Clara County Parks and Recreation Commission had considered. Mark Frederick, Santa Clara County Parks planner, stated that the Commission had passed a policy and it would next go to the Board of Supervisors . He offered to send the Board a copy of the Santa Clara County policies regarding the use of eminent domain. Meeting 90-04 Page Five D. Hansen reported that he and Kay Duffy talked with cyclists and key neighbors about the use of the Sheldon Road access at El Sereno Open Space Preserve and that the cyclists are still undecided about going ahead with a lawsuit to establish a prescriptive easement. K. Duffy urged that the District move quickly to develop an alternate route because of the neighboring property owners ' concerns . M. Hale reported that the sign with the new District logo will be ready for viewing at the District office in the next two days . D. Hansen added that the sign will be ready for site placement at Ravenswood Open Space Preserve at the end of Bay Road in East Palo Alto in one week. H. Grench stated that planning for the 1990 Open Space Conference is proceeding and that the draft of the conference brochure is being finalized. He stated that staff had decided to set, unless there were objections from the Board, a $250 registration fee until May 15 to encourage early registration and a $295 registration fee after May 15. He said a $50 cancellation fee will be charged, waivers will be allowed for special circumstances , and the one-day registration fee will be $150 . No Board objections were expressed. He stated that the staff would look into the use of credit cards for registration as suggested by Director Shelley. H. Grench reported that the San Mateo County Board of Supervisors had approved the transfer of lots in the Redwood Park subdivision to the District without any conditions . C. Britton stated additionally that the escrow closed February 28 . H. Grench reported that he attended a mini-conference earlier in February in Washington D.C. on the twenty-fifth anniversary of the Land and Water Conservation Fund. He stated that Congress is considering a state and local share to the Land and Water Conservation Fund, and it was an opportunity for local representatives to urge support of the local share. He said it was also an opportunity for him to encourage support of the District ' s 1990 International Open Space Conference, including potential financial support . He reported that the conference was followed by the National Recreation and Park Association mid-year forum and discussed his attendance at the legislative session of this forum and meetings with legislators Norm Mineta, Tom Lantos , Tom Campbell , and an aid to Alan Cranston. D. Hansen stated that staff attended the hearing of the Los Altos Hills Planning Commission regarding the new Vidovitch proposal for the Quarry Hills development and that he will report further when the commission has a recommendation for the Town Council . C. Britton reported, regarding the November 11 , 1989 resolution enabling the general manager to accept the acquisition of minor interests in and easements upon land, that the District has obtained Meeting 90-04 Page Six two quitclaim deeds adding a 1/160 interest , from Mt . Zion Hospital , and a 1/320 interest , from Shriners Hospital , to Sierra Azul Open Space Preserve. M. Hale requested that Directors lead the District ' s Earth Day twilight hike; Directors Duffy, Hanko, and Shelley responded that they would lead the hike . VIII . CLAIMS Motion: R. Bishop moved that the Board approve Revised Claims passed 5 to 0 . IX. CLOSED SESSION S . Norton announced that litigation matters to be discussed in Closed Session fell under Government Code Sections 54956 . 9 (a) Ringo litigation and (bl) significant exposure to litigation. C . Britton announced that the land negotiation matter to be discussed in Closed Session was San Mateo County Assessor ' s Parcel numbers 078-280-010, -020 , and -030; 078-260-020, -040, -050, and -060; and 078-140-190 , owned by the estate of Edith C . McDonald, also known as Edith C . Field. The owner ' s representative was Nicholas Toussaint . The Board recessed to Closed Session on litigation, land acquisition matters , labor negotiation, and personnel matters at 8 : 41 P .M. X. ADJOURNMENT The meeting was adjourned at 10 : 35 P .M. Deborah Morvay-Zucker Secretary CORRECTION TO THE MINUTES OF FEBRUARY 28, 1990 II . APPROVAL OF MINUTES February 28 , 1990 N. Hanko noted that R. Bishop would lead the District's Earth Day twilight hike rather than E. Shelley, as stated on page 6 . Motion: R. Bishop moved that the Board approve the minutes of February 28 , 1990 as corrected. R. McRibbin seconded the motion. The motion passed 5 to 0 . i