HomeMy Public PortalAbout19941214 - Agendas Packet - Board of Directors (BOD) - 94-32 Open S ct
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MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 94-32
REGULAR AND SPECIAL MEETING
BOARD OF DIRECTORS
AGENDA*
6:30 P.M. 330 Distel Circle
Wednesday Los Altos, California
December 14, 1994
(6:30) ROLL CALL
SPECIAL MEETING OF THE BOARD OF DIRECTORS
CLOSED SESSION
The Closed Session will begin at 6:30 P.M. At 7:30 P.M., the Board will adjourn
the Special Meeting Closed Session to the conclusion of the Regular Board Meeting'
and at the conclusion of the Regular Meeting, the Board may reconvene the Special
Meeting Closed Session.
1. Conference With Real Prouty Negotiator_ - Government Code Section
54956.8
Real Propp�rty: Santa Clara County Assessor's Parcel Numbers:
537-10-005
562-08-008
562-10-005, -006, -007
575-04-001, -002, -005, -007
575-09-008, -011
Ne og, tiating Parties: Rancho de Guadalupe Inc. and R. Smith
Under Negotiations: Instructions to negotiator will concern price and terms of
payment.
2. Conference With Legal Counsel - Anticipated Litigation, - Government Code
Section 54956.9(b)
Significant Exposure to Litigation:, (One Potential Case)
(7:30) ** ORAL COMMUNICATIONS -- Public
SPECIAL ORDERS OF THE DAY
1. Introduction of Volunteer Patrol -- J. Escobar
2. Resolution Honoring and Commending R. McKibbin -- G. Babbitt
330 Distel Circle • Los Altos, California 94022-1404 • Phone:415-691-1200 . FAX: 415-691-0485 19
Board of Directors:Pete.Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
General Manager:L.Craig Britton
Meeting 94-32 Page 2
ADOPTION OF AGENDA
*** ADOPTION OF CONSENT CALENDAR -- G. Babbitt
*** APPROVAL OF MINUTES
November 30, 1994 (Consent Item)
*** WRITTEN COMMUNICATIONS (Consent Item)
BOARD BUSINESS
(7:45) 1. Approval of Radar Use as an Ongoing Program to Enforce the Trail Use
Speed Limit on District Lands -- J. Escobar
*** 2. Informational Report on the Ranger Bic Bicycle Patrol Pilot Program and
PoY g
Authorization for Staff to Include Funding an for Ongoing Program in 1995-
g g g
1996 Budget Proposals -- J. Escobar
(8:05) 3. Authorization to Complete the Issuance and Sale of$15 Million of 1995
Promissory Notes for Refinancing Previous Notes and Acquiring New Land M. Foster
Resolution Authorizing the Execution of an Indenture of Trust for the
Midpeninsula Regional Open Space District 1995 Promissory Notes and a
Contract of Purchase for Said Notes, Approving a Preliminary Official
Statement and Providing for the Approval of a Final Official Statement for
Said Notes and Authorizing the Execution and Delivery of Two Escrow
Agreements and Other Documents Related Thereto
(8:20) 4. Authorization to Purchase 179-Acre Acronico Property for $690,000;
Tentative Adoption of Preliminary Use and Management Plan
Recommendations, Including Naming the Property as an Addition to Long
Ridge Open Space Preserve; and Intention to Dedicate the Property as Public
Open Space -- C. Britton
Resolution Authorizing Acceptance to Purchase Real Property, 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 (Long Ridge Open
Space Preserve - Lands of Acronico)
(8:30) 5. Authorization to Purchase 7.55% Interest in the Big Dipper Ranch Property
for $188,800; Tentative Adoption of Preliminary Use and Management Plan
Recommendations, Including Naming the Property as an Addition to Skyline
Ridge Open Space Preserve; and Intention to Withhold the Property from
Dedication as Public Open Space -- C. Britton
Open Space
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
201 San Antonio Cird >C-135 Mountain View,California 94040 ne:(415)949-5500 FAX:(415)949-5679
General Manager:Herbert Gre. and ofDirectors:Katherine Duffy,Robert McKibbin,Teena Hens finny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop
Meeting 94-32 Page 3
Resolution Authorizing Acceptance of Agreement to Purchase Real Property,
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 (Skyline Ridge Open
Space Preserve - Lands of Gerald C. Gray and Alice Coelho)
(8:40) 6. Authorization to Purchase 328-Acre Johnson Property for $510,000; Tentative
Adoption of Preliminary Use and Management Plan Recommendations,
Including Naming the Property as an Addition to Mt. Umunhum Area of
Sierra Azul Open Space Preserve and Intention to Withhold the Property from
Dedication as Public Open Space -- C. Britton
Resolution Authorizing Acceptance of Purchase Agreement, 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 (Sierra Azul Open
Space Preserve - Lands of Linda C. Johnson et al)
(8:50) 7. Acceptance of One-Half Acre Gift of Real Property from DeAnza Investments;
Tentative Adoption of Preliminary Use and management Plan
Recommendations, Including Naming the Property as an Addition to El Sereno
Open space Preserve and Intention to Withhold the Property from Dedication
as Public Open Space -- C. Britton
Resolution Accepting Gift of Real property and Authorizing Execution of
Certificate of Acceptance With Respect Thereto (El Sereno Open Space
Preserve - Lands of DeAnza Investments)
(8:55) 8. Acceptance of One-Fifth Acre Gift of Real Property from Almarie Veal;
Tentative Adoption of Preliminary Use and Management Plan
Recommendations, Including Naming the Property as an Addition to Mt.
Umunhum Area of Sierra Azul Open Space Preserve and Intention to Withhold
the Property from Dedication as Public Open Space -- C. Britton
Resolution Accepting Gift of Real Property and Authorizing Execution of
Certificate of Acceptance With Respect Thereto (Sierra Azul Open Space
Preserve - Lands of Veal)
(9:00) 9. Annual Report on Dedication Status of District Lands and Authorization to
Dedicate as Public Open Space Certain Interests in Land in the Rancho San
Antonio, St. Joseph's Hill, Coal Creek, Skyline Ridge, Sierra Azul, and
Russian Ridge Open Space Preserves -- C. Britton
Resolution Dedicating Interests In Certain District Lands For Public Open
Space Purposes
i
Open Space
2 +�
w
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
201 San Antonio Circlt C-135 Mountain View,California 94040 ne:(415)949-5500 FAX:(415)949-5679
General Manager:HerbertGrer, and of Directors:Katherine Duffy,Robert McKibbin,Teena Hens, nny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop
Meeting 94-32 Page 4
(9:10) 10. Acceptance of Certified Election Results, Declaration of Election for Directors
Siemens, Davey, and Crowder and Administration of Oath of Office -- D.
Dolan
11. Reclassification of Research Attorney Position and Modification of Position's
Job Specification -- S. Schectman
(9:15) 12. Authorization to Purchase Two Restroom Units from Restroom Facilities of
Reno, Nevada for Purisima Creek Redwoods and Windy Hill Open Space
Preserves at a Cost Not to Exceed $22,000 -- M. Gundert
(9:20) 13. Request for Policy Direction Concerning Board Committees; Service by Board
President on Board Committees and Compensation for Service on Ad Hoc
Committees; Adoption of Ad Hoc Committee Formation and Membership
Roster -- S. Schectman
(9:30) INFORMATIONAL REPORTS -- Directors and Staff
REVISED CLAIMS (Consent Item)
CLOSED SESSION - (Continued, if necessary)
ADJOURNMENT
*NOTE. limes are estimated and items may appear earlier or later than listed. Agenda is
subject to change of order.
TO ADDRESS THE BOARD: The Chair will invite public comment on agenda items at then time
each item is considered by the Board of Directors. You may address the Board concerning other
matters during oral communications. Each speaker will ordinarily be limited to 3 minutes.
Alternately, you may comment to the Board by a written communication, which the Board
appreciates.
All items on the consent calendar shall be approved without discussion by one motion unless a
Board member removes an item &Qm the consent alendar for=aLatc discussion. A member Qf the
public may request under oral communications that an item be removed from the consent calendar.
NOTICE OF PUBLIC MEETINGS
The Legislative, Finance and Public Affairs Committee will meet on Tuesday,
December 20, 1994 at 1:30 P.M. at the District's Administrative Office.
Open Space
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
201 San Antonio Circle �C-135 Mountain View,California 94040 ne:(415)949-5500 FAX:(415)949-5679
General Manager:Herbert Grer. and of Directors:Katherine Duffy,RobertMcKibbin,Teena Hens. finny Babbitt,Nonette Hanko,Betsy Crowder,Richard Bishop
DEC-13-94 TUE 14 :39 COLLY BRA SOFTWARE INC.
RESPONSE ACTION PROPOSED BY STAFF
Board President Acknowledge/Respond
Director Acknowledge/Respond
Staff Acknowledge/Respond
.sa �y 'r'�.,,.�.e... Draft Response Attached
o: Board Qf.,="lxiorS Staff to be Directed to Prepare Draft
Nfiul n Response for Board Consideration per
MrtlpeAtnSxdalt ,tot>al p8ccJ3,strrct Board Directive(s)
From. Mike Weston No Response Necessary
Data: December 13, 1994
Subject: Radar Use by the Mdpaw)s la Regional ClpT Space District
I suspect continued radar use is a foregam conclusion.so I will speak instead towards how radar should
be used.
if radar is used to blindly enforce the 15 NITH speed Breit:
• The majority of mountain bicyclists will become potential targets,much as the majority of freeway
drivears are potential targets for the Highway Patrol. The reason for this is that neither the 15 M1 H
trail speed limit nor the 55 MPH.freeway speed limit was set based on studies of safety or prevailing
speeds. "They were set due to political reasons. The two times I have personally clocked.MROSD
vehicles exceeding the 551N M speed limit on the freeway serves to illustrate tier s_
s This large number of trail users will consider the speed limit regulation unreasonable„which could
make there less concerned about breaking other regulations. �
Some reasonable,friendly,median speed mountain bicyclists will got tickets_ This will very likely �
harm their relationship with the Astrict- i
I
Instead,radar should be used to.-
* If a mountain bicyclist is clearly riding in an unsafe manner,there will be otter evidence than just �
speed. For examine,there will be signifiewt skidding an corners and when stopping. If radar is used
as additional documentation in such cases,the rider will probably realize that they were acting
unsafely. Jf they do not,they fall into the small minority of trail users that canna be simply cannot
be teached.
+ Mountain tricyclist in the top 5 or 101/9 by speed,as cottapared to others on the same section of trail,
will probably also be unsafe and are also unsafe to other trail users. It is reasonable for radar to be
used to attempt to slow down such people. �
I would like to thank the board and the district for the cots dnued expansion of the volunteer trail patrol
programs and far the trial tanager bicycle patrol program. I believe that with efforts like those,and with
limited and careful use of radar,the good relationship between the district and the mountain bicycling,
community can be maintained.
I nark`ym
Mc had S.Weston
1323 Bess Ct.
San.lose,CA 95123
I
Electronic Engineering Associates
Serving our California and Nevada instrumentation customers for over 40 years.
RESPONSE ACTION PROPOSED BY STAFF
Board President Acknowledge/Respond
Director _Acknowledge/Respond
Staff Acknowledge/Respond
November 29, 1994 Draft Response Attached
Staff
to be Directed
:cted to Prepare Draft
Response Po n r Board Consideration per
Board Direct iv
a)
Mid-Peninsula Regional Open Space District No Response Necessary
Attn: Whomever sets policy
330 Distel Circle
Los Altos, CA 94022
The attached article appeared in the Los Angeles Times and I felt that its theme
certainly applies to our Mid-Peninsula Open Space District.
My perception is that the District has a somewhat elitist attitude. By buying up
open space and then making off limits, except to hikers. I believe that we are
disenfranchising most of the very people who will be making decisions and voting
about open space in the future. How can we expect future generations to support
o en space policies, if the only open space they have experienced is the school yard
p
or parking lot.
We need to make our open space more accessible. How long has it been since we
have added a campground on the peninsula? I'll bet it's been over 25 years and 1
million residents ago. How about additional parking at trailheads.
In keeping these areas pristine, we risk loosing them. Lets make them more
accessible to the majority of our citizens.
Sincerely,
Jim Price
932 Terminal Way - P.O. Box 1000 San Carlos,CA 94070-1000 - (415)593-2189 FAX(415)593-0724
EAfNIC IMBALANCE T' -ATENS TO ERODE U.S. NATIC PARKS
By FRANK CLIFFORD
Los Angeles Times
It has been almost 100 years since President Theodore Roosevelt stood beneath
the majestic stone archway at the north entrance of Yellowstone National Park
and proclaimed the democratic ideal that has become the informal credo of the
national park system.
' 'It is the preservation of the scenery, of the forests, of the wilderness
life and wilderness game for the people as a whole, instead of leaving the
enjoyment thereof to be confined to the very rich who can control private
reserves, ' ' Roosevelt declared.
The people have enjoyed, in numbers that annually outstrip the National Park
Service's ability to accommodate, look out for or clean up after. But in
Yellowstone and elsewhere in the park system, Roosevelt's vision of democracy
does not square with reality.
As the nation's population has grown increasingly diverse, the system's 368
parks, monuments, historic places, seashores, waterways and recreation areas
have remained largely the province of middle- to upper-class white people.
Blacks, Hispanics, Asian-Americans and American Indians each make up a tiny
fraction of those who visit the nation's most treasured natural preserves.
' 'If it weren't for a handful of urban parks, the national park system would
be white and elitist, ' ' said Gary Machlis, a Park Service sociologist whose
office has surveyed 20, 000 visitors at 60 parks. Those surveys indicate that
nearly 50 percent of visitors had household incomes of more than $40, 000 a
year.
The issue of ethnic imbalance has troubling implications for the future. If
coming generations of Americans, 50 percent of whom won't be white by the
middle of the next century, are indifferent to the nation's most spectacular
outdoor places, what will happen to public support for protecting natural
resources? ' 'No diversity. No biodiversity, ' ' one Park Service official said.
Alarmed by the trend, National Park Service Director Roger Kennedy said in a
recent interview that the parks must attract a broader slice of the American
people or eventually risk losing taxpayer support for their $1.5 billion
annual budget.
' 'The kinds of people who saved the parks in the first place are declining
relative to the rest of the population, ' ' he said. ' 'That requires us to reach
out our hands and make new friends and allies in the fight to continue to take
care of the wonderful resources that we are in charge of protecting. The
survival of these places depends on our success in building a new
constituency. ' '
THE PRO IS THE CON
The imbalance is partly a byproduct of one of the parks' great virtues
11-28-1994 America Online:HJPrice Page 1
their remoteness f, the clamor of urban life -,Tith minorities and immigrants
typically cloister in large cities, only the ire affluent are likely to
know about the parks, let alone go to them. Moreover, some minorities who do
use them express wariness about traveling to remote places through rural
America.
Park Service officials shoulder some of the responsibility for the absence of
diversity.
' 'We're victims of our own isolation, ' ' Kennedy said. ' 'We need to make
stronger connections with school systems. We need to start putting visitor
centers in the middle of cities. We can't assume that you already know it's
neat to go camping in the Santa Monica Mountains because you have a family
camping tradition that grandpa started. ' '
' 'What if grandpa wasn't around? What if he was living somewhere south of
Chihuahua? ' '
A recent Park Service survey at nine sites found that minorities made up 7
percent of visitors. (They constitute one-quarter of the nation's population. )
The survey looked at several of the most popular parks, including the Great
Smokies in North Carolina, Grand Teton in Wyoming and Gettysburg in
Pennsylvania.
Studies reveal a similar pattern in California. A 1991 review of visitors at
Yosemite, conducted by researchers at Texas A&M University, found that more
than 80 percent of visitors were white, less than 6 percent were
Asian-American, less than 5 percent were Hispanic and less than 3 percent were
black.
The current Park Service administration is not the first to grapple with the
issue of diversity. For more than 20 years, the agency has tried to reach out
in various ways.
MOVE TO THE CITIES
In the early 1970s, it began creating big city parks such as Gateway National
Recreation Area in New York City and Golden Gate National Recreation Area in
San Francisco close to ethnically mixed urban neighborhoods. The Park Service
also expanded the number of monuments honoring such non-white historic figures
as Martin Luther King Jr.
Jerry Belson, a black man who directs Park Service operations in southern
Arizona, believes the Park Service could go a long way toward making minority
visitors feel more comfortable simply by hiring more minority employees.
' 'Park visitors are comfortable with people they can relate to, ' ' Belson said.
' 'If you're not going to have people of color working in the parks, you are
not going to attract people of color as visitors. ' '
Nationwide, the Park Service's professional staff, including rangers, is 87
percent white, 6 percent black, 4 percent Hispanic, about 1 percent
Asian-American and about 1 percent American Indian.
11-28-1994 America Online:HJPrice Page 2
• WORKFORCE UNDERREPI, ELATED TOO
Park Service officials insist they are trying to diversify the workforce but
point out that low starting salaries -- about $14, 000 for a ranger -- and
shabby living conditions at many parks have hampered their efforts.
In the meantime, the Park Service has been looking for new ways to highlight
the role of minorities in American history.
Last year, it opened the Manzanar National Monument at the site of a World War
II detention camp in Central California. Its purpose is to tell the story of
Japanese-Americans who were interned there.
Three years ago, it renamed Custer Battlefield National Monument in Montana as
the Little Big Horn Battlefield. This was part of an effort to make American
Indians feel more welcome at a site long identified with the last stand of an
Army officer engaged in driving them off their ancestral land.
At established sites, the Park Service is exploring the past with a pointedly
populist flavor. With the aid of letters and oral histories, the American
experience is being presented from the perspectives of ordinary people.
' 'It may be interesting for a minority person to go to a site dedicated to a
president or a general or a captain of industry, ' ' said James Horton, a
special assistant to the Park Service director. ' 'But you won't hold their
attention long if you don't let them see their own history writ large in these
places. ' '
MERCURY CENTER ID: me05863p
Transmitted: 94-11-28 05:53 :53 EST
11-28-1994 America Online:HJPrice Page 3
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Open Spac
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
December 15, 1994 DRAFT RESPONSE
PREPARED BY STAFF
FOR BOARD CONSIDERATION
Mr. Jim Price
932 Terminal Way
P.O. Box 1000
San Carlos, CA 94070-1000
Dear Mr. Price:
Thank you for your letter of November 29 regarding your perception of the District. We
appreciate your taking the time to write with your thoughts and suggestions. At our regular meeting last
night, the District's Board of Directors considered your letter.
I'd like to provide you with some additional information about the District and what we are
working to accomplish. In its 22 years of existence, the District has so far preserved over 36,000 acres of
open space land in 23 open space preserves. The vast majority of this land is open and accessible to the
public. This includes over 200 miles of trails, of which over 80-percent are open to all visitors --hikers,
bicyclists, and equestrians.
The Board wholeheartedly agrees rees with you that we need to make these public lands accessible to
all segments of our constituency. That starts with building a public awareness of the District and of the
fact that these lands are available. This is an area where the District has recently been focusing
significant efforts. While public awareness has increased over the years, our surveys indicate the District
has only a 60-percent name-recognition among the public, and our goal is to continue to increase that
awareness.
I'm happy to report that in the last two years, the District has embarked on a significant outreach
effort aimed at informing our constituency of the availability of District lands for low-intensity
recreational use. This effort includes a number of direct household mailings of District information, a
speakers bureau that takes our Directors and managers into the communities, outreach aimed at
informing elementary school students about the District, and many other methods of reaching the public.
In fact, the primary emphasis of our public affairs program is to bring District information to,
areas of our constituency that have not been reached before. For example, we translated our Fact Sheet
into Spanish and mailed it to 13,000 Spanish-speaking households within the District. We will continue
to seek creative ways to reach all members of the public.
330 Distel Circle • Los Altos, California 94022-1404 • Phone:415-691-1200 FAX: 415-691-0485
Board of Directors:Pete Siemens,Robert McKibbin,Teena Renshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
General Manager:L.Craig Britton
- - - - - - - - - -
December 15, 1994
Mr. Jim Price
Page-2-
The District's overall philosophy, and the basis on which it was formed by the voters in 1972, is
the protection of the environment and wildlife habitat. That's why our areas are called"preserves"
instead of "parks," and why we don't have barbecue pits, ball fields, recreation centers, or other major
development. The District maintains the land in an essentially unimproved condition, in order to provide
the public with the opportunity to experience undisturbed, pristine open space lands. Other agencies take
responsibility for the more traditional park and recreation activities. For example, within the Santa Cruz
Mountain Range there are a number of State and County parks where campgrounds are already
established. In any case, the District does not have the resources available to establish and maintain
campgrounds, with the exception of our one small backpack camp on Black Mountain.
In general, the only improvements the District makes are trails, signage, and gravel parking
areas. Each preserve has a Use and Management Plan which outlines that preserve's future development.
Additional parking areas are part of those plans, and are developed as funding is available. With our key
goal of preserving the wilderness areas, our primary activity has been acquisition. However, creation of
more staging areas in order to improve access is also a priority.
Again,thank you for taking the time to share your thoughts with the Board. We encourage you
and all members of the public to become involved with the District, either by volunteering, attending
Board meetings, or just by providing us with your suggestions.
Sincerely,
Ginny Babbitt
President, Board of Directors
GB/mcs
cc: Board of Directors
RESPONSE ACTION PROPOSED BY STAFF
Board President Acknowledge/Respond
Director Acknowledge/Respond
Staff Acknowledge/Respond
Harry H. Haeussler, Jr. Draft Response Attached
Staff to be Directed to Prepare Draft
1094 Highland Circle Response for Board Consideration per
Los Altos, CA 94024 Board D'Irective(s)
No Response Necessary
December 2, 1994
Board of Directors
MROSD
330 Distel Circle
Los Altos, CA 94022
Some few months ago I complained about the condition of
overgrowth on the Windy Hill trails, in particular Razorback
and Hamms Gulch.
i
For various reasons I have not ridden Windy Hill for couple
of months, but about ten days ago I started riding Windy
Hill again.
What a difference. Your crew did an excellent clearing job,
and they deserve a hearty "Well done. "
Harry H. Haeussler, Jr. <
I
U�v � � 199� -
Open Spacc
1
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
R-94-124
Meeting 94-32
December 14, 1994
AGENDA ITEM
Evaluation Report on the Use of Radar on District Lands
GENERAL MANAGER'S RECOMMENDATION
Approve the use of radar as an ongoing program to enforce the trail use speed limit on District
lands.
DISCUSSION
At your February 9, 1994 meeting, you approved a trial program authorizing the use of radar by
District rangers. During the last nine months, rangers have used radar to raise visitor awareness,
and in some cases, to enforce the District's trail use speed limit. Staff has compiled statistics
collected during this trial period and the results are summarized in this report. Because of the
public interest in this issue, special notice of this agenda item was mailed on November 29 to people
on the District's trail use mailing list, to trail patrol volunteers, and to local bicycle shops.
Background
Following your approval of the trial radar program, the District researched and purchased two radar
and two display units at a cost of $4,600. Before field use of the equipment, the District's Public
Affairs Department issued a press release and the ranger staff received approximately eight hours of
technical and field training.
For the first six months, field staff set up speed awareness stations to inform and educate preserve
users. Rangers used this time to increase individual visitors' awareness of his or her own speed, to
distribute trail maps and etiquette brochures, and to collect survey information. Each ranger also
used this time to accumulate the 40 hours of practice necessary to complete training requirements.
This training included at least 100 individual visual estimations and comparisons with radar unit
readings. During the trial program, the District supplied information for a number of local news
articles. The District also participated in Speed Awareness Day on the Los Gatos Creek Trail,
along with Santa Clara County, the Town of Los Gatos, and the City of Campbell. Although the
District's program has generated some critical written and verbal responses, overall it has been well
received and supported by the public. The press coverage and subsequent letters to the editor
regarding the District's program have generally been supportive, characterizing the District's actions
as responsible.
During the last three months of the trial program, the ranger staff raised their enforcement level by
issuing written warnings for minor violations, and citations for flagrant violations of the trail use
speed limit.
330 Distel Circle • Los Altos, California 94022-1404 • Phone: 415-691-1200 • FAX:415-691-0485
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
R-94-124 Page 2
Trial Program Data
The data contained in the table below represents the total use of the two radar units by ranger staff
during the trial program. The table shows the speed readings for bicyclists. The speeds of eleven
horses were also recorded; however, none exceeded the speed limit. It should also be noted that a
number of bicyclists and equestrians had advance warning of the radar unit location, which probably
resulted in a reduction of the speeds actually recorded. The speed awareness stations were highly
visible and stationary, often for several hours. On busy days, word of their location spread around
the preserve rather quickly. Staff has also included the bicycle injury accident totals for 1993 and
1994 in the table.
1. Staff hours of radar use 560
2. Total recorded speed readings 3,039
3. Speed at 15 mph or less (78%) 2,377
4. Speed greater than 15 mph (22%) 662
5. Speed between 16 and 20 mph (15%) 454
6. Speed between 21 and 25 mph (6%) 171
7. Speed between 26 and 30 mph (1%) 35
8. Speed greater than 30 mph 2
9. Written warnings issued 39
10. Citations issued 11
11. Bicycle injury accidents in 1993 (Jan.-Dec.) 44
12. Bicycle injury accidents in 1994 (Jan.-Nov.) 46
Findin s
1. The majority of bicyclists using District trails are adhering to the trail speed limit. However,
there are a significant number of people exceeding the speed limit.
2. Rangers report that the use of radar has been effective in raising visitor awareness of trail use
speed. The program created thousands of opportunities to make contacts with preserve users. It
has demonstrated to all user groups the District's commitment to provide safe multiple-use of
trails.
Conclusions
Generally, the use of radar has been successful. It has raised the public's awareness of trail use
safety issues. The use of radar has proven to be an objective method of determining trail users'
speed. The equipment is accurate and reliable. Using radar has increased the frequency of
informational contacts with trail users. However, there are limitations to its use as an enforcement
tool. Staff has learned that the radar equipment must be moved around a preserve frequently to
insure that accurate information is obtained. The consistent use of the large display board and
associated cabling make it rather cumbersome to change locations often. Rangers are also
concerned about the amount of time it takes to break down the station when they need to respond to
an emergency.
R-94-124 Page 3
Ranger staff focused on speed awareness in the trial program. The true value as an enforcement
tool has not been assessed. The use of radar does not seem to have affected the number of injury
accidents this year. However, it is possible that it has helped keep the number of injury accidents
from increasing significantly.
Since the District implemented the trial use of radar, two other Bay Area agencies, Santa Clara
County Parks and San Mateo County Parks, have adopted or proposed trail use speed limits. While
these two counties have yet to determine a method of enforcement, both Marin Water District and
East Bay Regional Parks already have trail speed limits and are presently using radar to enforce
them.
If the District continues to use radar to enforce the trail use speed limit, a number of benefits are
likely. Compliance with the speed limit and safety awareness should improve. Since radar is an
objective determination of speed, citations issued for speeding are more likely to be upheld in court
if supported by radar readings. Active enforcement of the trail use speed may be our most effective
way to insure compliance and a safe trail experience for all user groups.
Prepared by:
John Escobar, Operations Manager
David Sanguinetti, Area Superintendent
Contact:
John Escobar
Open Space
1
1
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
R-94-125
Meeting 94-32
December 14, 1994
AGENDA ITEM
Evaluation Report on Ranger Bicycle Patrol Program
GENERAL MANAGER'S RECOMMENDA ON
Accept this informational report on the ranger bicycle patrol pilot program and direct staff to
include the start-up costs for an ongoing program in the 1995 - 1996 budget proposals.
DISCUSSION
i
At your February 9, 1994 meeting, you authorized the establishment of a ranger bicycle
patrol pilot program. Three rangers from each geographical area were selected to participate
in the program. Staff researched and purchased the necessary equipment, located a qualified
instructor to conduct a one-day training course, and started actual bicycle trail patrol on May
7, 1994. The pilot program ended November 30, 1994.
The three bicycle patrol rangers in each area shared two active assignment positions to
maximize the use of the equipment purchased by the District. Each ranger was required to
keep track of the following information: time spent preparing for patrol each day, actual
time spent on bicycle patrol, and the number of public contacts made while on bicycle patrol.
The rangers made a total of 99 bicycle patrols, spent 31 hours on preparation time
(approximately 20 minutes per patrol), spent 219 hours on patrol, and contacted
approximately 1,222 visitors (an average of 12 contacts per patrol).
The nature of the visitor contacts included numerous informational contacts, verbal and
written warnings for violations ranging from picking flowers to excessive speed, many
warnings for riding a bicycle without a helmet, and a few responses to accidents on the
trails. Bicycle patrol rangers issued several citations for helmet violations and riding in a
prohibited area. The rangers on bicycle patrol indicated that the public response to seeing
rangers on bicycles was generally very positive. The program ended without a single
reported employee accident or injury.
The rangers who volunteered for the pilot program agreed to supply their own bicycles,
helmets, and gloves. The equipment supplied by the District, which included helmet covers,
bike racks and packs, repair kits, and cable locks, was obtained through a few donations and
special discounts. The total cost to equip and train the staff for bicycle patrol was $884.
Additionally, each ranger will be supplied with a set of bicycle tires at the end of the pilot
330 Distel Circle • Los Altos, California 94022-1404 • Phone: 415-691-1200 • FAX:415-691-0485
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
R-94-125 Page 2
program. The estimated total cost for the tires is $250 to $400. The total cost for the pilot
program is approximately $1,200.
To continue the ranger bicycle patrol program, the District would need to purchase bicycles,
helmets, shoes, and gloves to outfit four to six rangers. Every effort would be made to
obtain donated equipment and/or equipment at discounted prices. Based upon staff research,
the expected initial cost to equip six rangers (four bicycles) is $1,810 to $3,210; the
estimated annual cost to maintain the bicycle patrol equipment is $600 to $900, based on six
rangers sharing four bicycles. Bicycle patrol training would probably be conducted every
other year, at a cost of approximately $500.
The ranger bicycle patrol pilot program has proved to be an effective way to patrol District
trails. It has been well received by all visitor use groups. The program has provided an
incentive for staff to devote more time to a non-motorized form of patrol. Initial concerns
about employee injuries and excessive maintenance and preparation time have not been an
issue. Staff would like to see the program continue. If the Board decides to continue the
ranger bicycle patrol program, staff will provide the Board with an annual program update.
Prepared by:
John Escobar, Operations Manager
Annette Coleman, Area Superintendent
Contact:
Same as above
Open Space
R-94-137 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 94-32
December 14, 1994
AGENDA ITEM
Issuance of 1995 Notes
CONTROLLER'S RECOMMENDATION
Approve the following attached resolution required to complete the issuance and sale of$15
million of 1995 Notes:
A Resolution of the Board of Directors of the Midpeninsula Regional Open
Space District Approving the Forms of and Authorizing the Execution of an
Indenture of Trust for the Midpeninsula Regional Open Space District 1995
Promissory Notes and a Contract of Purchase for Said Notes, Approving a
Preliminary Official Statement and Providing for the Approval of a Final
Official Statement for Said Notes and Authorizing the Execution and Delivery
of Two Escrow Agreements and other Documents Related Thereto
(Completed copies of the resolution and all of the documentation are available for public
review at the District office.)
DISCUSSION
At your meeting of September 28, 1994 you authorized staff to take all actions necessary to
arrange the issuance of approximately $16.1 million of twenty year notes (see report R-94-
97). All of the documentation has been completed and is ready for your approval.
Representatives from the underwriter and bond counsel will be at the meeting to answer any
questions you may have.
Since September, bond counsel has determined that we can refinance only $3.5 million of the
outstanding 1990 Notes compared to the earlier estimate of $4.65 million. Therefore, the
size of the proposed note issue has been reduced to $15 million. The other major change is
that the level of long-term tax-exempt interest rates has risen by about one-half percentage
point. Stone & Youngberg (S&Y) now estimates an average yield of 7.0% compared to the
6.5% rate indicated in the September report. Standard and Poors assigned a rating of A+ on
the 1995 Notes, the same excellent rating the District has enjoyed since 1985. S&Y
continues to pursue bond insurance options and may have an alternative proposal to discuss at
the meeting.
Even with a smaller refinanced portion and higher interest rates, this financing reduces the
District's total debt service payments over the next three years by $4.9 million while also
providing $5.7 million additional land acquisition funds -- a total increase in cash availability
of$10.6 million.
Di I Circle California 4 22-14 4 . Phone: 41 - 1-12 0 * FAX: 415-691-0485 330 ste C c e Los Altos Ca o a 9 0 05 69 0
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wirn de Wit
General Manager:L.Craig Britton
R-94-137 Page 2
Sources and uses for the proposed 1995 Notes are as follows:
Sources:
Notes to be issued $15,000,000
Reserve funds eliminated 1,972,000
Total sources $16,972,000
Uses:
New land acquisition funds $ 5,731,694
Refunding escrow deposits 9,790,306
New reserve funds (8%) 11200,000
Underwriter discount (1%) 150,000
Other costs of issuance 100,000
Total uses $16,972,000
Summary of Proposed Transaction:
1. Amount: $15 million
2. Term: Twenty years, final maturity September 2014
3. Purposes: (1) Refinance remaining 1987 Notes and 23% of the 1990 Notes to achieve
significant near-term cash flow savings and (2) provide $5.7 million of new land
acquisition funds
4. Principal Repayment: Annually beginning September 1998, average life of 17 years
5. Interest Rate: Estimated fixed average interest rate yield of 7.0%
6. Interest Payments: Twice a year, in March and September
7. Reserve Fund: 8% of issue ($1.2 million)
8. Underwriter: Stone & Youngberg
9. Underwriter Fee: I% of issue ($150,000)
10. Bond Counsel: Orrick, Herrington and Sutcliffe
11. Trustee: First Interstate Bank
12. Escrow Agent: Seattle-First National Bank
13. Closing Schedule: Early January 1995
Prepared by:
Michael Foster, Controller
Contact person:
Same as above
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
RESOLUTION NO.
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT APPROVING THE FORMS OF AND
AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST FOR THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT 1995 PROMISSORY
NOTES AND A CONTRACT OF PURCHASE FOR SAID NOTES, APPROVING A
PRELIMINARY OFFICIAL STATEMENT AND PROVIDING FOR THE
APPROVAL OF A FINAL OFFICIAL STATEMENT FOR SAID NOTES AND
AUTHORIZING THE EXECUTION AND DELIVERY OF TWO ESCROW
AGREEMENTS AND OTHER DOCUMENTS RELATED THERETO
WHEREAS, the Midpeninsula Regional Open Space District
(the "District") is empowered under applicable laws to borrow
money for the purpose of acquiring necessary and proper lands
and facilities for open space purposes of the District and for
the purpose of refinancing any outstanding promissory notes of
the District issued for such purposes; and
WHEREAS, the Board of Directors of the District (the
"Board of Directors") has determined to issue its 1995
Promissory Notes (the "Notes") for such purposes; and
WHEREAS, the issuance and sale of the Notes for such
purposes is desirable and necessary and conforms with the
purposes and requirements of the District and the laws of the
State of California; and
WHEREAS, in order to implement the foregoing, there
has been submitted to the Secretary of the Board of Directors
(the "Secretary") a form of Indenture of Trust with respect to
the Notes, a Contract of Purchase relating to the Notes and a
Preliminary Official Statement relating to the Notes; and
WHEREAS, the Board of Directors has carefully
considered the terms and conditions of said Indenture of Trust,
said Contract of Purchase and said Preliminary Official
Statement and is fully advised in the premises;
NOW, THEREFORE, BE IT RESOLVED by the -Board of
Directors of the Midpeninsula Regional Open Space District, as
follows:
Section 1. The foregoing recitals are true and
correct, and the Board of Directors so finds and determines.
Section 2 . The Indenture of Trust (the "Indenture")
with respect to the Notes, in the form submitted to and on file
SF2-37403.2
-77
with the Secretary, is hereby approved for execution by the
District, and the President of the Board of Directors (the
"President") is hereby authorized to complete and execute the
Indenture on behalf of the District in substantially the form
submitted, with such modifications as he may approve, and the
Secretary is hereby authorized to attest such execution and
affix the seal of the District thereto and deliver the Indenture
on behalf of the District.
Section 3 . The Contract of Purchase (the "Contract of
Purchase") relating to the Notes, in substantially the form
submitted by Stone & Youngberg (the "Underwriter") to and on
file with the Secretary, is hereby approved for execution by the
District, and the General Manager of the District is hereby
authorized to complete, execute and deliver the Contract of
Purchase on behalf of the District, with such modifications as
he may approve; provided, that the principal amount of the Notes
shall not exceed fifteen million dollars ($15, 000, 000) , the net
interest cost of the Notes shall not exceed seven and one-half
per cent (7-1/2%) per annum and the Underwriter's discount for
the purchase of the Notes shall not exceed one per cent (1%) of
the principal amount thereof, which discount the Board of
Directors hereby determines to equal the Underwriter's spread,
which such discount reflects an Underwriter's spread which is
both reasonable and customary under the prevailing market
conditions.
Section 4 . The Preliminary Official Statement (the
"Preliminary Official Statement") relating to the Notes, in
substantially the form submitted by the Underwriter to and on
file with the Secretary, is hereby approved by the District, and
the General Manager of the District is hereby authorized to
approve the distribution of the Preliminary Official Statement
in substantially said form and to certify to the Underwriter on
behalf of the District that the Preliminary Official Statement
is, as of its date, "deemed final" by the District within the
meaning of Rule 15c2-12 promulgated under the Securities and
Exchange Act of 1934 (except for the omission of certain final
pricing, rating and related information as permitted by such
rule) , and the Underwriter is hereby authorized to distribute
copies of the Preliminary Official Statement to persons who may
be interested in the purchase of the Notes, and after the sale
of the Notes, the President and the General Manager of the
District are hereby authorized and directed, for and on behalf
of the District, to complete, execute and deliver an Official
Statement in final form relating to the Notes (the "Official
Statement") in substantially the form of the Preliminary
Official Statement, and the Underwriter is hereby authorized to
deliver copies of the Official Statement to all actual
purchasers of the Notes.
Section 5. The Escrow Agreements (the "Escrow
Agreements") relating to the Notes, in the form submitted to and
Sn-37403.2 2
on file with the Secretary, are hereby approved for execution by
the District, and the President of the Board of Directors (the
"President") is hereby authorized to complete and execute the
Escrow Agreements on behalf of the District in substantially the
form submitted, with such modifications as he may approve, and
the Secretary is hereby authorized to attest such execution and
affix the seal of the District thereto and deliver the Escrow
Agreements on behalf of the District.
Section 6. The President, the Secretary, the General
Manager and the Treasurer of the District are hereby each
authorized and directed, in the name and on behalf of the
District, to do any and all things and to execute and deliver
any and all documents which they may deem necessary or advisable
in order to consummate the sale, execution and delivery of the
Notes and otherwise to carry out, give effect to and comply with
the terms and intent of this resolution, the Notes, the
Indenture, the Contract of Purchase and the Official Statement;
and any such actions heretofore taken by such officers in
connection therewith are hereby ratified, confirmed and
approved.
Section 7. This resolution shall take effect from and
after its passage and approval.
PASSED AND ADOPTED on December 14, 1994, by the
following vote:
AYES: Directors
NOES:
ABSENT:
President of the Board of Directors
of the Midpeninsula Regional
Open Space District
(SEAL]
Attest:
Secretary of the Board of Directors
of the Midpeninsula Regional
Open space District
SF2-37403.2 3
Open c( �
t
i
R-94-131 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 94-32
December 14, 1994
AGENDA ITEM
Proposed Addition of Acronico Property to Long Ridge Open Space Preserve
GENERAL MANA ER'S RECOMMENDATIONS
1. Adopt the attached resolution authorizing purchase of the Acronico property.
2. Tentatively adopt the Preliminary USe and Management Plan recommendations
contained in this report, including naming the property as an addition to the Long
Ridge Open Space Preserve.
3. Indicate your intention to dedicate the property as public open space.
DESCRIPTION (see attached man)
The District obtained an option to acquire the 179-acre Acronico property in July 1993. A
$320,000 matching grant to acquire the property was awarded in July 1994 from the Habitat
Conservation Fund Program. Nestled between Long Ridge and Skyline Ridge Open Space
Preserves, the property is a integral part of the continuous ridgeline originating on Long
Ridge Preserve. The property would become an addition to the Long Ridge Open Space
Preserve. It encompasses the upper reach of Peters Creek and includes pristine watershed,
views, and wildlife habitat. A dramatic portion of Devils Canyon is located at the
convergence of two tributaries of Peters Creek. There are magnificent sandstone boulders,
waterfalls, and forest at this promontory. Over the past few years, the property has received
great public attention and support to acquire it for open space.
1
The 179-acre Acronico property is comprised of two parcels. Together, they form a
rectangular area bounded by District land to the east, northeast, and northwest. Private
properties adjoin the parcels to the north, west, and south. The property is located
approximately one-quarter mile south of Skyline Boulevard and can be accessed from an
unimproved driveway that connects to Portola Park Heights Road and an adjacent public
bypass trail. Both the road and trail parallel the property's east boundary.
The topography of the property is generally characterized by extremely steep slopes that face
south, north, and west. The bowl-shaped terrain includes two tributaries of Peters Creek that
converge in the northwest corner of the property. One tributary originates above Jikoji Pond
and enters the property from the north. It drops steeply with waterfalls cascading over
sandstone boulders to the bottom of Devils Canyon. This is where it joins the second
tributary and the headwaters that originate within the property. Sandstone outcroppings and
boulders are predominate over most of the southwest facing slopes and represent some of the
330 Distel Circle * Los Altos, California 94022-1404 - Phone: 41 5-691-1200 * FAX: 415-691-0485
Board of Directors.Pete`siemens,kobert McKihhin, I cena Henshaw,Cainny Babbitt,Nonette Hanko, Beisy Crowder,Wim de bVlt
Ii
R-94-131 Page 2
most rugged terrain found in the Santa Cruz Mountains. A relatively level and prominent
ridgetop ascends above the sandstone outcroppings to the northeast corner of the property.
This area represents one of the most spectacular geological formations in San Mateo County.
The sandstone boulders are derived from Vaqueros Sandstone, the same sandstone found at
El Corte De Madera Open Space Preserve and Castle Rock State Park. Many of the
boulders are in excess of 30 feet in diameter and are highly eroded with cavities and cavelike
depressions. The cavities result from cavernous weathering and are referred to as tafoni.
Unlike the tafoni at El Corte de Madera Open Space Preserve, these are sculptured and
smooth rather than honeycombed. There are some signs of vandalism such as carvings and
spray paint. This is a popular rock climbing area, and climbers have attached climbing
anchors into the sandstone.
The vegetation is primarily evergreen forest. Douglas fir, madrone, and bay are most
common and in many places the understory is sparse enough to provide spacious views. On
the steepest south-facing slopes, there is a mixture of evergreens and chaparral. Along the
northeast ridge, there are many places along the trail that offer panoramic views of Devils
Canyon and coastal scenery. Lush riparian plant communities are found along the two
tributaries of Peters Creek and ferns are abundant along the creekside trails.
Portola Park Heights Road enters the preserve along the property boundary. It is mostly
paved and connects Skyline Boulevard with private residences to the south and west of the
property. Portola Park Heights Road parallels the east boundary of the property, lying
within the existing preserve but coming within several feet of the property near the northeast
corner. Here, there is an unimproved driveway that extends west along the prominent ridge.
The driveway fades into a trail that descends the ridge through the sandstone boulders to
Peters Creek and an overlook above Devils Canyon. From the overlook, there is a creekside
trail that follows the north branch of Peters Creek towards Portola Park Heights Road below
its junction with Skyline Boulevard. A second unpaved road bisects the property and
connects from Portola Park Heights Road to private and District lands to the west of the
property.
USE AND MANAGEMENT PLAN
Planning Considerations
The property is in the County of San Mateo and is zoned TPZ (Timber Management Zone)
and has a residential development density of seven sites. A portion of the property is within
the Skyline Scenic Corridor. Portola Park Heights Road is adjacent to the property and is a
private road maintained under a road maintenance agreement whereby the District
participates in proportion to the length of the road that passes through the Preserve. The
addition of the Acronico property will not increase the District's share of road maintenance
costs because the Acronico property lacks road frontage and is not a part of the maintenance
I
R-94-131 Page 3
agreement.
The road that extends west through the property and connects Portola Park Heights Road to
private properties and District lands to the west, is currently used by residents and District
staff. Legal interests and rights to the road are unclear and need to be clarified with Portola
Park Heights residents.
Historically, Devils Canyon has been an attractive point of interest for visitors. Under its
current ownership, there has been little attempt to discourage trespass. Many footpaths
currently in use do not meet District standards and may be inappropriate for specific trail
uses. There have been numerous problems associated with illegal parties, vandalism, litter,
and accidents. The area near the waterfalls is a popular rock climbing area where District
field staff have participated in several emergency rescues.
Careful attention to these problems and any associated liability issues will be required when
the property is acquired and when updating the Comprehensive Use and Management Plan
for Long Ridge Open Space Preserve. A significant increase in field staff time will be
required to manage these problems and associated use and management plan
recommendations.
Preliminary Use and Management Plan Recommendations
The Preliminary Use and Management Plan below focuses on status quo, permitting trail
access and climbing at this time, but emphasizing the need to develop an overall signing
program specific to this particular area.
Dedication: Indicate your intention to dedicate the property as public open space.
Name: Name the property as an addition to Long Ridge Open Space Preserve.
Trail use: Post trails closed to equestrians and bicycles; evaluate trails for multiple use in
conjunction with the review and adoption of the trails element of the Comprehensive Use and
Management Plan scheduled in 1995.
Brochure: Update the brochure map to include the property and existing designated trails as
shown on the attached map.
Roads: Resolve road easement issues with Portola Park Heights residents to clarify access
rights that will mutually benefit residents and the District.
Signs: Install private property, regulations, and preserve boundary signs where appropriate;
develop an overall sign program with legal assistance.
R-94-131 Page 4
Clean-up: Clean-up litter and borken glass.
Special Activities: Allow climbing to continue on an interim basis at this time until the
activity can be evaluated and addressed by staff; if a significant increase in staff time is
required to manage this activity, it may be necessary to bring this item back for your
consideration immediately.
Public Safety Review: Inspect the property immediately to determine if there are public
safety hazards.
TERMS
The Acronico property was sold in the open market in May, 1989 at a price of$1,000,000.
District staff believed that the property lacked legal access through the adjacent Long Ridge
Open Space Preserve and so advised the listing realtor and property owners at that time.
Unfortunately, District correspondence was ignored (except that the price was apparently
reduced to $900,000) and the prospective purchaser began bulldozing District land. The
District responded immediately by filing suit and obtaining a Temporary Restraining Order
and eventually a Preliminary Injunction to stop all land destruction. In parallel, District staff
continued to meet with representatives of the parties in an attempt to settle the matter.
As a result of detailed research, with assistance from title companies and field survey
investigation, it was determined that a partial right of way across District lands did exist,
with a distinct possibility that at least a portion of the Acronico, property could be
development with access across the Long Ridge Preserve.
An additional aspect of settlement discussion centered around the potential for additional
funding from "CALPAW '94" park bond act initiative sponsored by the Planning and
Conservation League in Sacramento and placed on the ballot in June 1994. If successful, the
District would have received over $30 million for land acquisition. With this in mind, staff
negotiated an Option Agreement which required the payment of$40,000 in cash upon
execution, but gave the District until December 31, 1994 to acquire the property for
$690,000. The option payment was to be credited against the purchase price. The option
transaction was approved by you at the meeting of July 14, 1993 (see report R-93-77).
Additionally, a payment of$25,000 was made to Mark Budart, the former purchaser of the
property. Of this amount, $5,000 would be recovered from insurance companies and
$20,000 would come from District funds. This payment settled the disputed claim.
At your meeting of November 9, 1994 (see report R-94-116), you considered disposition of
current District options and approved proceeding with this particular purchase.
By exercising the Option Agreement, the total purchase, including net settlement costs,
would be $710,000. Since the District has already paid the option fees and settlements costs,
the remaining amount of$650,000 is due in cash at close of escrow. This transaction is the
R-94-131 Page 5
best available result that the District could have anticipated from this legal action, extensive
negotiations, option agreement, and final approval for purchase.
Prepared by:
Del Woods, Senior Planner
Contact person:
L. Craig Britton, General Manager
tC CANYON S NL LY T
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ARE ALLOWED __ �, ` �,r .f� w �✓Ay �
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DEC 1994
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RESOLUTION
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
AUTHORIZING ACCEPTANCE OF AGREEMENT TO
PURCHASE REAL PROPERTY, 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 (LONG RIDGE OPEN
SPACE PRESERVE - LANDS OF ACRONICO)
The Board of Directors of the Midpeninsula Regional Open Space District does
resolve as follows:
Section One. The Board of Directors of the Midpeninsula Regional Open Space
District does hereby accept the offer contained in that certain Agreement to Purchase Real
Property between Eugene A. Acronico et al and the Midpeninsula Regional Open Space
District, a copy of which is attached hereto and by reference made a part hereof, and
authorizes the President or appropriate officers to execute the Agreement on behalf of the
District.
Section Two. The President of the Board of Directors or other appropriate officer is
authorized to execute a Certificate of Acceptance on behalf of the District.
Section Three. The General Manager of the District shall cause to be given
appropriate notice of acceptance to the seller. The General Manager further is authorized to
execute any and all other documents necessary or appropriate to the transaction.
Section Four. The General Manager of the District is authorized to expend up to
$10,000 to cover the cost of title insurance, escrow fees, and other miscellaneous costs
related to this transaction.
Resolution No. Page 2
Section Five. It is intended, reasonably expected and hereby authorized that the
District's general fund will be reimbursed in the amount of$690,000 from the proceeds of
the next long term District note issue. This Section of this Resolution is adopted by the
Board of Directors of the Midpeninsula Regional Open Space District solely for purposes of
establishing compliance with the requirements of Section 1.103-18 of the Treasury
Regulations. The reimbursement of this payment expenditure is consistent with District's
budgetary and financial circumstances. There are no funds or sources of moneys of the
District that have been, or reasonably are expected to be reserved or allocated on a long-term
basis, or otherwise set aside to pay the costs of this open space land acquisition project which
are to be paid or reimbursed out of proceeds of indebtedness to be issued by District. The
Board of Directors hereby declares District's official intent to use proceeds of indebtedness
to reimburse itself for this open space land acquisition project expenditure.
AGREEMENT TO PURCHASE REAL PROPERTY
This Agreement is made and entered into by and between EUGENE A.
ACRONICO and ROSE C. ACRONICO, hereinafter called "Seller" and
the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District
formed pursuant to Article 3 of Chapter 3 of Division 5 of the
California Public Resources Code, hereinafter called "District. "
WITNESSETH
WHEREAS, Seller is the owner of certain real property which has
open space and recreational value, located within an unincor-
porated area of the County of San Mateo, and being more
particularly described within the body of this Agreement; and
WHEREAS, District was formed by voter initiative to solicit and
receive conveyances of real property by purchase, exchange, gift,
or bargain purchase for public park, recreation, scenic and open
space purposes; and
WHEREAS, District desires to purchase said property for open
space preservation and as part of the ecological and aesthetic
resources of the midpeninsula area; and
WHEREAS, Seller wishes to sell and convey the entirety of said
property to District, and District wishes to purchase said
property upon the terms and conditions set forth herein.
NOW, THEREFORE, IT IS MUTUALLY UNDERSTOOD AND AGREED as follows:
1. Purchase and Sale. Seller agrees to sell to District
and District agrees to purchase from Seller, Seller' s real
property located within an unincorporated area of the County of
San Mateo, State of California, containing approximately One
Hundred Seventy-Nine (179) acres, more or less, and commonly
referred to as San Mateo County Assessor' s Parcel Nos. 080-410-
190 and 085-130-010; said property being further described in
the legal description attached to Preliminary Title Report Number
342294 , dated August 25, 1992 , from First American Title
Insurance Company; said title report attached hereto as Exhibit
"All and incorporated herein by this reference. Said property to
be conveyed together with any easements, rights of way, or rights
of use which may be appurtenant or attributable to the aforesaid
lands, and any and all improvements attached or affixed thereto.
All of said real property and appurtenances hereinafter called
the "Subject Property" or the "Property. "
2 . Purchase Price. The total purchase price ("Purchase
Price") for the Property shall be Six Hundred Ninety Thousand
Dollars ($690, 000 . 00) , less the Forty Thousand and no/100 Dollars
($40, 000 . 00) credit toward the purchase price for the option
payment made pursuant to Section 3 of the Option Agreement
Purchase Agreement - Acronico Page 2
between Seller (as Optionor) and District (as Optionee) , which
shall be paid in cash at the Closing (as defined in Section 3
hereof) .
3 . Escrow. Promptly upon execution of this Agreement, in
accordance with Section 11 herein, an escrow shall be opened at
First American Title Insurance Company, 555 Marshall Street,
Redwood City, CA 94063 , phone number (415) 367-9050, or other
title company acceptable to District and Seller (hereinafter
"Escrow Holder") through which the purchase and sale of the
Property shall be consummated. A fully executed copy of this
Agreement shall be deposited with Escrow Holder to serve as
escrow instructions to Escrow Holder; provided that the parties
shall execute such additional supplementary or customary escrow
instructions as Escrow Holder may reasonably require. This
Agreement may be amended or supplemented by explicit additional
escrow instructions signed by the parties, but the printed
portion of such escrow instructions shall not supersede any
inconsistent provisions contained herein. Escrow Holder is
hereby appointed and instructed to deliver, pursuant to the terms
of this Agreement, the documents and monies to be deposited into
the escrow as herein provided, with the following terms and
conditions to apply to said escrow:
(a) The time provided for in the escrow for the close
thereof shall be on or before sixty (60) days following
District' s execution and delivery of this Agreement to Seller,
provided, however, that the parties may, by written agreement,
extend the time for Closing. The term "Closing" as used herein
shall be deemed to be the date when Escrow Holder causes the
Grant Deed (as defined below) to be recorded in the Office of the
County Recorder of San Mateo County.
(b) Seller and District shall, during the escrow
period, execute any and all documents and perform any and all
acts reasonably necessary or appropriate to consummate the
purchase and sale pursuant to the terms of this Agreement.
(c) Seller shall deposit into the escrow on or before
the Closing an executed and recordable Grant Deed covering the
Property.
(d) District shall deposit into the escrow, on or
before the Closing:
(i) The required Certificate of Acceptance for
the Grant Deed, duly executed by District and to be dated as of
the Closing.
(ii) District's check payable to Escrow Holder in
the amount of Six Hundred Fifty Thousand and No/100 Dollars
Purchase Agreement - Acronico Page 3
($650, 000. 00) . The purchase price of Six Hundred Ninety Thousand
and no/100 Dollars ($690, 000. 00) less the option payment of Forty
Thousand and no/100 Dollars ($40, 000. 00) .
(e) District shall pay for the escrow fees, the CLTA
Standard Policy of Title Insurance, if required by District, and
all recording costs and fees. All other costs or expenses not
otherwise provided for in this Agreement shall be apportioned or
allocated between District and Seller in the manner customary in
San Mateo County. All current property taxes on the Property
shall be handled in accordance with Section 4986 of the Revenue
and Taxation Code of the State of California.
(f) Seller shall cause First American Title Insurance
Company, or other title company acceptable to District and
Seller, to be prepared and committed to deliver to District a
CLTA standard coverage Policy of Title Insurance, dated as of the
Closing, insuring District in the amount of $650, 000. 00 for the
Property showing title to the Property vested in fee simple in
District, subject only to: (i) current real property taxes, (ii)
title exceptions 3 , 4 , 5, and 7 shown in said Preliminary Title
Report (exhibit A) , and (iii) such additional title exceptions as
may be approved in writing by District prior to the closing as
determined by District in its sole, absolute and unfettered
discretion.
(g) Escrow Holder shall, when all required funds and
instruments have been deposited into the escrow by the appro-
priate parties and when all other conditions to Closing have been
fulfilled, cause the Grant Deed and attendant Certificate of
Acceptance to be recorded in the Office of the County Recorder of
San Mateo County. Upon the Closing, Escrow Holder shall cause to
be delivered to District the original of the policy of the title
insurance if required herein, and to Seller Escrow Holder's check
for the full purchase price of the Subject Property (less
Seller 's portion of the expenses described in Section 3 (e) ) , and
to District or Seller, as the case may be, all other documents or
instruments which are to be delivered to them. In the event the
escrow terminates as provided herein, Escrow Holder shall return
all monies, documents or other things of value deposited in the
escrow to the party depositing the same.
4 . Ricrhts and Liabilities of the Parties in the Event of
Termination. In the event this Agreement is terminated and
escrow is canceled for any reason, all parties shall be excused
from any further obligations hereunder' except as otherwise
provided herein. Upon any such termination of escrow, all
parties hereto shall be jointly and severally liable to Escrow
Holder for payment of its title and escrow cancellation charges
(subject to rights of subrogation against any party whose fault
may have caused such termination of escrow) , and each party
Purchase Agreement - Acronico Page 4
expressly reserves any other rights and remedies which it may
have against any other party by reason of a wrongful termination
or failure to close escrow.
5 . Leases or Occupancy of Premises. Seller warrants that
there exist no oral or written leases or rental agreements
affecting all or any portion of the Subject Property. Seller
further warrants and agrees to hold District free and harmless
and to reimburse District for any and all costs, liability, loss,
damage or expense, including costs for legal services, occasioned
by reason of any such lease or rental agreement of the Property
being acquired by District, including, but not limited to, claims
for relocation benefits and/or payments pursuant to California
Government Code Section 7260 et sea. Seller understands and
agrees that the provisions of this paragraph shall survive the
close of escrow and recordation of any Grant Deed(s) .
6 . Seller ' s Representations and Warranties. For the
purpose of consummating the sale and purchase of the Property in
accordance herewith, Seller represents and warrants to District
that as of the date this Agreement is fully executed and as of
the date of Closing:
6 . 01 Authority. Seller has the full right, power and
authority to enter into this Agreement and to perform the
transactions contemplated hereunder.
6 . 02 Valid and Binding Agreements. This Agreement and
all other documents delivered by Seller to District now or at the
Closing have been or will be duly authorized and executed and
delivered by Seller and are legal, valid and binding obligations
of Seller sufficient to convey to District the Subject Property
described therein, and are enforceable in accordance with their
respective terms and do not violate any provisions of any
agreement to which Seller is a party or by which Seller may be
bound or any articles, bylaws or corporate resolutions of Seller.
6 . 03 Good Title. Seller has and at the Closing date
shall have good, marketable and indefeasible fee simple title to
the Subject Property and the interests therein to be conveyed to
District hereunder, free and clear of all liens and encumbrances
of any type whatsoever and free and clear of any recorded or
unrecorded option rights or purchase rights or any other right,
title or interest held by any third party except for the excep-
tions permitted under the express terms hereof, and Seller shall
forever indemnify and defend District from and against any claims
made by any third party which are based upon any inaccuracy in
the foregoing representations.
7 . Integrity of Property. Except as otherwise provided
herein or by express written permission granted by District,
Purchase Agreement - Acronico Page 5
Seller shall not, between the time of Seller ' s execution hereof
and the close of escrow, cause or allow any physical changes on
the Property. Such changes shall include but not be limited to
grading, excavating or other earthmoving activities, cutting or
removing trees, shrubs, brush or other vegetation, and damaging
or demolition of improvements or structures on the Property.
8 . Hazardous Substances. "Hazardous substance" as used
herein means and includes polychlorinated biphenyls (PCBs) ,
benzene, asbestos or any other substance the placement, storage
or removal of which is prohibited or regulated by federal, state
or local law.
(a) Seller warrants and represents that:
(i) During Seller ' s ownership of the Property
Seller has not placed or stored or allowed to be placed or stored
any hazardous substance on the Property.
(ii) Seller has no knowledge of the presence on
the Property of any hazardous substance, whenever or however
placed or stored.
(b) If hazardous substances are subsequently found to
exist on the Property, District may exercise its right to bring
an action if necessary to recover cleanup costs from Seller or
any other person or persons who are ultimately determined to have
responsibility for the hazardous substances on the Property.
However, under no circumstances shall Seller be held liable for
costs other than those incurred in the cleanup of the hazardous
substances resulting from Seller' s ownership and operation of the
Property.
9 . Waiver of Statutory Compensation. Seller and District
understand and agree that Seller may be entitled to receive the
fair market value of the Property described in Exhibit "A" , as
provided for by the Federal Uniform Relocation Assistance and
Real Property Acquisition Act of 1970 (Public Law 91-646) the
Uniform Relocation Act Amendments of 1987 (Public Law 100-17) ,
Title IV of the Surface Transportation and Uniform Relocation
Assistance Act of 1987 (101 Statutes, 246-256, and California
Government Code Section 7267 , and following. Seller hereby
waives any and all existing and/or future rights Seller may have
to the fair market value of said Property, appraisals, etc. , as
provided for by said Federal Law and any corresponding California
Government Code Sections.
10 . Miscellaneous Provisions.
10 . 01 Choice of Law. The internal laws of the State
of California, regardless of any choice of law principles, shall
Purchase Agreement - Acronico Page 6
govern the validity of this Agreement, the construction of its
terms and the interpretation of the rights and duties of the
parties.
10 . 02 Attorneys ' Fees. If either party hereto incurs
any expense, including reasonable attorneys ' fees,, in connection
with any action or proceeding instituted by reason of any default
or alleged default of the other party hereunder, the party
prevailing in such action or proceeding shall be entitled to
recover from the other party reasonable expenses and attorneys ,
fees in the amount determined by the Court, whether or not such
action or proceeding goes to final judgment. In the event of a
settlement or final judgment in which neither party is awarded
all of the relief prayed for, the prevailing party as determined
by the Court shall be entitled to recover from the other party
reasonable expenses and attorneys' fees.
10. 03 Amendment and Waiver. The parties hereto may by
mutual written agreement amend this Agreement in any respect.
Any party hereto may: (i) extend the time for the performance of
any of the obligations of the other party; (ii) waive any
inaccuracies in representations and warranties made by the other
party contained in this Agreement or in any documents delivered
pursuant hereto; (iii) waive compliance by the other party with
any of the covenants contained in this Agreement or the perfor-
mance of any obligations of the other party; or (iv) waive the
fulfillment of any condition that is precedent to the performance
by such party of any of its obligations under this Agreement.
Any agreement on the part of any party for any such amendment,
extension or waiver must be in writing.
10. 04 Rights Cumulative. Each and all of the various
rights, powers and remedies of the parties shall be considered to
be cumulative with and in addition to any other rights, powers
and remedies which the parties may have at law or in equity in
the event of the breach of any of the terms of this Agreement.
The exercise or partial exercise of any right, power or remedy
shall neither constitute the exclusive election thereof nor the
waiver of any other right, power or remedy available to such
party.
10. 05 Notices. Whenever any party hereto desires or
is required to give any notice, demand, or request with respect
to this Agreement (or any Exhibit hereto) , each such
communication shall be in writing and shall be deemed to have
been validly served, given or delivered at the time stated below
if deposited in the United States mail, registered or certified
and return receipt requested, with proper postage prepaid, or if
delivered by Federal Express or other private messenger, courier
or other delivery service or sent by facsimile transmission by
telex, telecopy, telegraph or cable or other similar electronic
Purchase Agreement - Acronico Page 7
medium, addressed as indicated as follows:
Seller: Eugene A. Acronico and Rose C. Acronico
c/o Robert L. Pasquinelli, Esq.
841 Malone Road
San Jose, CA 95125-2640
(408) 723-7300
FAX: (408) 266-1238
District: Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
Attn: L. Craig Britton,
Acting General Manager
(415) 691-1200
FAX: (415) 691-0485
Copy To: Stanley R. Norton, Esq.
407 Sherman Avenue
Palo Alto, CA 94306
(415) 3 24-13 66
FAX: (415) 327-9151
If sent by telegraph, cable, telecopy and other facsimile
transmission, a confirmed copy of such notice shall be sent by
mail (in the manner provided above) to the addressee. Service of
any such communication made only by mail shall be deemed complete
on the date of actual delivery as indicated by the addressee ' s
registry or certification receipt or at the expiration of the
third (3rd) business day after the date of mailing, whichever is
earlier in time. Any party may change its address for such
communications by giving notice thereof to the other parties in
conformity with this Section. Nothing contained in this Section
or otherwise in this Agreement shall excuse any party from giving
oral telephonic notice when prompt notification is appropriate,
but any oral telephonic notice which is so given shall not
satisfy the requirement of written notice as specified in this
Section. The foregoing provisions regarding the giving of notice
by any party shall be applicable to all notices given hereunder
or under any of the Exhibits hereto.
10. 06 Severability. If any of the provisions of this
Agreement are held to be void or unenforceable by or as a result
of a determination of any court of competent jurisdiction, the
decision of which is binding upon the parties, the parties agree
that such determination shall not result in the nullity or
unenforceability of the remaining portions of this Agreement.
The parties further agree to replace such void or unenforceable
provisions which will achieve, to the extent possible, the
economic, business and other purposes of the void or unenforce-
able provisions.
Purchase Agreement - Acronico Page 8
10. 07 Counterparts. This Agreement may be executed in
separate counterparts, each of which shall be deemed as an
original, and when executed, separately or together, shall
constitute a single original instrument, effective in the same
manner as if the parties had executed one and the same instru-
ment.
10. 08 Waiver. No waiver of any term, provision or
condition of this Agreement, whether by conduct or otherwise, in
any one or more instances, shall be deemed to be, or be construed
as, a further or continuing waiver of any such term, provision or
condition or as a waiver of any other term, provision or condi-
tion of this Agreement.
10. 09 Entire Agreement. This Agreement is intended by
the parties to be the final expression of their agreement; it
embodies the entire agreement and understanding between the
parties hereto; it constitutes a complete and exclusive statement
of the terms and conditions thereof, and it supersedes any and
all prior correspondence, conversations,
negotiations, agreements
or understandings relating to the same subject matter.
10. 10 Time of Essence. Time is of the essence of each
provision of this Agreement in which time is an element.
10- 11 Survival of Covenants. All covenants of
District or Seller which are expressly intended hereunder to be
performed in whole or in part after the Closing, and all repre-
sentations and warranties by either party to the other, shall
survive the Closing and be binding upon and inure to the benefit
of the respective parties hereto and their respective heirs,
successors and permitted assigns.
10. 12 Assignment. Except as expressly permitted
herein, neither party to this Agreement shall assign its rights
or obligations under this Agreement to any third party without
the prior written approval of the other party.
10. 13 Further Documents and Acts. Each of the parties
hereto agrees to execute and deliver such further documents and
perform such other acts as may be reasonably necessary or
appropriate to consummate and carry into effect 'the transactions
described and contemplated under this Agreement.
10. 14 Binding on Successors and Assigns. This
Agreement and all of its terms, conditions and covenants are
intended to be fully effective and binding, to the extent
permitted by law, on the successors and permitted assigns of the
parties hereto.
10. 15 Broker' s Commission. District shall not be
- - - - - - - ------
Purchase Agreement - Acronico Page 9
responsible for any real estate commission or other related costs
or fees in this transaction. Seller agrees to and does hereby
indemnify and hold District harmless from and against any and all
costs, liabilities, losses, damages, claims, causes of action or
proceedings which may result from any broker, agent or finder,
licensed or otherwise, claiming through, under or by reason of
the conduct of Seller in connection with this transaction.
10. 16 Captions. Captions are provided herein for
convenience only and they form no part of this Agreement and are
not to serve as a basis for interpretation or construction of
this Agreement, nor as evidence of the intention of the parties
hereto.
10 . 17 Pronoun References. In this Agreement, if it be
appropriate, the use of the singular shall include the plural,
and the plural shall include the singular, and the use of any
gender shall include all other genders as appropriate.
11. Acceptance and Execution. Seller has executed this
Agreement pursuant to the terms and conditions of that certain
Option Agreement between Seller (as Optionor) and District (as
Optionee) which provides for, among other things, that District
execute and deliver this Agreement to Seller on or before
December 31, 1994 . Provided that this Agreement is accepted by
District, this transaction shall close as soon as practicable in
accordance with the terms and conditions set forth herein.
Purchase Agreement - Acronico Page 10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized officers to be effective
as of the date of final execution by District in accordance with
the terms hereof.
MIDPENINSULA REGIONAL OPEN SPACE SELLER
DISTRICT
APPROVED AS TO FORM:
Eugene A. Acronico
Date:
Stanley Norton, District Counsel
RECOMMENDED FOR APPROVAL: ( c - �(. �-- •i �'L�L
Rose Acroni o_
Date•
L. Craig Britton,
Assistant General Manager
APPROVED AND ACCEPTED:
President, Board of Directors
ATTEST:
District Clerk
Date:
Order No. 342294
SUPPLEMENTAL PRELEVE[NARY REPORT
FIRST ANUMICAN TITLE INSURANCE COMPANY
555 Marshall Street
Redwood City, CA 94063
(415) 367-9050
ESCROW FAX (415) 364-1519
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Attn: Craig Brittan
330 Distel Circle
Los Altos, CA 94022
Customer's Reference:
Form of Policy Coverage Requested: ALTA LOAN POLICY - 1990
In response to the above referenced application for a policy of title insurance, this Company
hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy
or Policies of Title Insurance, describing the land and the estate or interest therein hereinafter
set forth, insuring against loss which may be sustained by reason of any defect, lien or
encumbrance not shown or referred to as an Exception below or not excluded from coverage
pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.
The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth
in Exhibit A attached. Copies of the Policy forms should be read. They are available from the
office which issued this report.
This report (and any supplements or amendments hereto) is issued solely for the purpose of
facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is
desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or
Commitment should be requested.
Dated as of August 25, 1992 at 7:30 a.m.
JAMES NORRIS
ESCROW OFFICER
Title of said estate or interest at the date hereof is vested in:
EUGENE A. ACRONICO AND ROSE C. ACRONICO
Page 1 13 1 T
Page mot
SUPPLEMENTAL REPOK_ Order No. 342294
The estate or interest in the land hereinafter described or referred to covered by this Report is:
A FEE as to Parcels I and H; AN EASE NEE NT as to Parcels In and IV.
The land referred to in this Report is situated in the State of California, County of San Mateo,
and is described as follows:
PARCEL I:
The South 1/2 of the Southwest 1/4 of Section 26, Township 7 South, Range 3 West, Mount
Diablo Base and Meridian.
PARCEL H:
The Northwest quarter of Section 35, Township 7 South, Range 3 West, Mount Diablo Base and
Meridian.
EXCEPTING THEREFROM that portion conveyed to Rose Acronico, a widow, also known as
Rosa Acronico, to William McLaughlin, by Deed recorded July 10, 1937 in Book 747 of
zl:�
Official Records at page 254, Records of San Mateo County, California.
tl
PARCEL III:
A non-exclusive easement for ingress and egress of pedestrians and vehicles and for commercial
purposes and for the installation and maintenance of public utilities including sewer, gas, water,
electrical and telephone lines over the following described parcel:
BEGINNING at the Northwest comer of Parcel "B" as shown on that certain map entitled
"PARCEL MAP OF THE LANDS OF JESSE H. BROOKS AS RECORDED IN DEED 513
O.R. 600 (FILE NO. 52699-AA), OFFICIAL RECORDS OF SAN MATEO COUNTY AND
BEING A PORTION OF SECTION 26, TOWNSHIP 7 SOUTH, RANGE 3 WEST, M. D. M.,
ALSO RECORDED IN DEED 7737 O.R. 485, RECORDS OF SANTA CLARA COUNTY,
SAN MATEO COUNTY AND SANTA CLARA COUNTY, CALIFORNIA", filed in the office
of the County Recorder of San Mateo County, State of California on June 10, 1970 in Book 10
of Parcel Maps at page 22 and running thence along the Southerly boundary of Parcel "A" of
said Parcel Map North 81* 37' 25" East 529.47 feet and North 52* 15' East 38.31 feet to the
Southwesterly line of Skyline Boulevard; thence Southeasterly along said Southwesterly line of
Skyline Boulevard on the arc of a curve to the left having a radius of 550 feet and a central
angle of 9 0 16' 51" for an arc distance of 89.09 feet; thence leaving said Southwesterly line of
Skyline Boulevard on a radial line to said last mentioned curve South 410 00' West 60 feet;
thence Northwesterly along the arc of a curve to the right, concentric with the Southwesterly line
of Skyline Boulevard having a radius of 610 feet and a central angle of 3' 53' 06" for an arc
distance of 41.36 feet to the most Easterly comer of said above mentioned Parcel "B"; thence
South 81" 37' 25 West 552.52 feet to the Westerly boundary of said Parcel "B"; thence along
said Westerly boundary North 0* 03' 57" West 60.63 feet to the point of beginning.
Page 2 EXHISIT
Page 2. of
SUPPLEMENT, REPORT Order No. 342294
Said easement is appurtenant to Parcel I above and created by Deed from Jesse H. Brooks and
Helen Brooks, his wife, to Jack H. Lipian, Trustee, recorded April 2, 1971 in Book 5919 of
Official Records at page 579 (File No. 94837-AD), Records of San Mateo County, California.
PARCEL IV:
A non-exclusive easement for ingress and egress of pedestrians, vehicles and for commercial
purposes and for the installation and maintenance of public utility lines including gas, water,
electrical and telephone lines and sewer lines over a strip of land 60 feet in width lying
contiguous to and measured at right angles to or concentric to and Westerly and Northwesterly
from the following described line:
BEGINNING at a point on the Easterly line of the Northwest 1/4 of the Southwest 1/4 of
Section 26, Township 7 South, Range 3 West, M. D. M. distant thereon South 0° 03' 57" East
26.81 feet from the Northeasterly corner of said Northwest 1/4 of the Southwest 1/4 of Section
26; thence from said point of beginning along said Easterly line South 0° 03' 57" East 166.19
feet to a point; thence leaving said Easterly line running Southwesterly along the arc of a curve
to the right, having a radius of 340 feet and the center of which bears North 54' 13' West from
the last mentioned point through a central of 38' 19' for an arc distance of 227.38 feet; thence
continuing Southwesterly along the arc of a tangent curve to the left having a radius of 200 feet
and a central angle of 56' 06' for an arc distance of 195.83 feet; thence continuing along the
arc of a tangent curve to the right having a radius of 80 feet and a central angle of 111° 49' 14"
for an arc distance of 156.13 feet to the terminal point of this easement.
The Northerly terminus of said easement shall be the Southwesterly prolongation of the
Northerly line of Parcel "B" as shown on "Parcel Map" filed in the office of the County
Recorder of San Mateo County, State of California on June 10, 1970 in Book 10 of Parcel Maps
at page 22 and the Southwesterly terminus of said easement shall be a radial line bearing North
390 49' 14" East through the terminal point of said easement.
Said easement is appurtenant to Parcels I, H herein, and was created by Reservations from the
following documents:
(a) Deed to Lewis Goldklang and Arlene Goldklang, his wife, recorded July 7, 1971 in Book
5974 of Official Records at page a e 657 (File No. 24388-AE Re
cords s of San Mateo County,
California.
(b) Deed from Lennox Sweeney, single man, recorded July 7, 1971 in Book 5974 of Official
Records at page 664 (File No. 24391-AE), Records of San Mateo County, California.
Page 3 EACH i$I'd' 14
Page 3,0f�
SUPPLEMENTAL REPOR- Order No. 342294
(c) Partial Reconveyance from Jack H. Lipian, Trustee to Eugene A. Acronico and Rose C.
Acronico recorded July 16, 1971 in Book 5980 of Official Records at page 93, San Mateo
County
ou Records (File No
. 27221-AE .
ty
A.P. No.: 080-410-190 JPN 080 041 410 19 A
080-130-010 085 013 130 01 A
At the date hereof exceptions to coverage in addition to the printed exceptions and
exclusions contained in said policy form would be as follows:
1. General and Special Taxes for the fiscal year 1992-93, now a lien, amount not yet
ascertainable.
2. General and Special Taxes for the fiscal year 1991-1992, in the amount of$35.70, each
installment has been paid in full.
Code Area: 066-022 A.P. No.: 080-410-190
General and Special Taxes for the fiscal year 1991-1992, in the amount of$56.00, each
installment has been paid in full.
Code Area: 066-022 A.P. No.: 085-130-010
3. The Lien of Supplemental Taxes assessed pursuant to Chapter 3.5, commencing with
Section 75 of the California Revenue and Taxation Code.
4. EASHNEENT for drainage within any creek or stream traversing the herein described
property, together with the rights of the public in and to the waters and the use of such creeks
or streams, to the high water mark.
5. EASEMENT for roadway and utility purposes over that portion of the herein described
property lying within any public or private road or highway.
Page 4 EXHIBIT 44 -
Pa�� Iof�
SUPPLEMF.Ni REPORT Order No. 342294
6. DEED OF TRUST to secure an indebtedness in the original amount of$50,000.00 and
any other amounts and/or obligations securers thereby,
Trustor: Arvia Hosking and Jack H. Lipian, Trustee
Trustee: Security Title Insurance Company, a California corporation
Beneficiary: Bayside Timber Company, Inc.
Dated: April 25, 1969
Recorded: April 25, 1969
Document No.: 31178-AC
Book/Reel 5630 of Official Records at page/image 1717, Records of San Mateo County,
California.
Beneficiary's Address - Not shown
Loan No. - Not shown
ASSIGNMENT
From: Bayside Timber Company, Inc.
To: Dant & Russell, Inc.
Dated: April 25, 1969
Recorded: April 25, 1969
Document No.: 31179-AC
Book/Reel 5630 of Official Records at page/image 177, Records of San Mateo County,
California.
Assigns all interest in Deed of Trust recorded in Book/Reel 5630 of Official Records at
page/image 171.
Assignee's Address: Not shown
ASSIGNMENT
From: Dant & Russell Inc.
To: Bayside Timber Company, Inc.
Dated: October 7, 1971
Recorders: October 18, 1971
Document No.: 55244-AE
Book/Reel 6031 of Official Records at page/image 103, Records of San Mateo County,
California.
Assigns all interest in Deed of Trust recorded in Book/Reel 5630 of Official Records at
page/image 171.
Assignee's Address: Not shown
Page 5 EXHIBIT
Page of
SUPPLENJINTAL REPOR_ Order No. 342294
ASSIGNMENT
From: County of San Mateo, a political subdivision of the State of California
To: Jesse H. Brooks and Helen Brooks, his wife, and Jack H. Lipian, Trustee
Dated: May 4, 1971
Recorded: May 5, 1971
Document No.: 4026-AE
Book/Reel 5936 of Official Records at page/image 386, Records of San Mateo County,
California.
Owners agree to dedication and improvement of 60 foot road in accordance with County
of San Mateo standards, etc.
Affects Parcel III.
7. EASEMENT over the herein described property, as granted in Instrument:
From: Jesse H. Brooks and Helen Brooks, his wife
To: Eugene A. Acronico and Rose C. Acronico
Dated: January 14, 1971
Recorded: July 7, 1971
Document No.: 24387-AE
Book/Reel 5974 of Official Records at page/image 655, Records of San Mateo County,
California.
Grants non-exclusive easement for ingress and egress of pedestrians and vehicles and for
commercial purposes and for the installation and maintenance of public utilities including
P � p c ud.ing sewer,
gas, water, electrical and telephone lines.
Affects Parcel M.
RIGHTS as reserved in the Deed of Partial Reconveyance
From: Security Title Insurance Company, a corporation, as Trustee
To: Jack H. Lipian, Trustee
Dated: July 13 1971
Recorded: July 16, 1971
Document No.: 27221-AE
Book/Reel 5980 of Official Records at page/image 93, Records of San Mateo County,
California, includes a reservation described as follows:
"The parties hereto anticipate that hereafter, the dominant parcel of real property may
be subdivided and re-subdivided and intend that upon such subdivision or re-subdivision the
resulting increased uses for increased traffic of pedestrians and vehicles, ingress and egress and
other commercial uses and increased use for installation and maintenance of public utility lines
shall not be deemed to cause or result in an overburdening or misuse of the within easement."
Page EXHiBi
Page of�
SUPPLENJEEN'T. kEPORT Order No. 342294
8. PROCEEDINGS pending in the Superior Court of the State of California in and for the
County of San Mateo, Case No. 346363, entitled, "Midpeninsula Regional Open Space District,
a public district, Plaintiff(s), vs Eugene A. Acronico, Rose C. Acronico, et al, Defendant(s)."
The object of which is to enjoin defendant's trespass across plaintiff's land and to determine,
pursuant to Section 760.020 of the Code of Civil Procedure, any and all adverse claims to and
clouds on title to the real property described herein as well as to quiet the title of plaintiff's land
against defendant's claim of any interest in plaintiff's land including title to any easement.
Attorneys: David B. Fisher, 407 Sherman Avenue, Palo Alto, CA 94306
Telephone: (415) 327-5400
LIS PENDENS recorded February 2, 1992 under Document No. 90016604 of Official
Records of San Mateo County, California.
INFORMATION NOTES:
A. Notwithstanding the exclusions from coverage as set forth under "Exclusions" any ALTA Residential
Owner's Policy issued by First American Title on the herein described land shall contain in Schedule B,
Part I, the following exclusion from coverage:
Any rights, interest, or claims of parties in possession of the land not shown by the public records.
Any easement or liens not shown by the public records. This does not limit the lien coverage in item 8
of covered title risks.
Any facts about the land which a correct survey would disclose and which are not shown by the public
records. This eliminates the forced removal coverage in item 12 of covered title risks.
B. The City of San Mateo imposes a property transfer tax of 1h of I% of total consideration.
C. Order Date: September 6, 1988
Short term rate date: None
D. LENDER'S SPECIAL INFORMATION
There have been no deeds recorded within the last two years prior to the date of this report, affecting the
herein described property.
Effective January 1, 1992 all notarial acknowledgment forms must comply substantially with the language
contained in California Civil Code Section 1189 entitled "General form of certificate of acknowledgment"
pursuant to Senate Bill 2251, Chapter 1070 of Statutes of 1990. any documents executed on or after
January 1, 1992 and acknowledged in the State of California by a notary public containing other notarial
forms of acknowledgments may not be acceptable for recordation. First American Title will make the form
available upon request.
Pagel EXHIBIT
Page AVO V&
SUPPLEMENTAL REPOT. Order No. 342294
WARNING
'THE MAP ATTACHED HERETO MAY OR MAY NOT BE A SURVEY OF THE LAND DEPICTED
THEREON. YOU SHOULD NOT RELY UPON IT FOR ANY PURPOSE OTHER THAN ORIENTATION TO
THE GENERAL LOCATION OF THE PARCEL OR PARCELS DEPICTED. FIRST AMERICAN EXPRESSLY
DISCLAIMS ANY LIABILITY FOR ALLEGED LOSS OR DAMAGE WHICH MAY RESULT FROM
RELIANCE UPON THIS MAP".
NOTICE
Section 12413.1 of the California Insurance Code effective January 1, 1990, requires that any Title Insurance
Company, underwritten Title Company, or controlled Escrow Company handling funds in an escrow or sub-escrow
capacity, wait a specified number of days after depositing funds,before recording any documents in connection with
the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the
same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after
deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's
checks, or certified checks whenever possible.
If you have any questions about the effect of this new law, please contact your local First American Office for more
details.
NOTE: This report is subject to a cancellation charge as required by Sections 12404,et seq., of the Insurance Code
of the State of California and Rule No. 2 of Department of Insurance Bulletin No. Ns. 35 E.
N.O.
RG/ac/p
Page 8 EXHIBIT_*4
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no+rrn LA HONDA- PESCADERO UNIFIED SCHOOL DISTR/CT
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Open Spact
1
1
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
R-94-130
Meeting 94-32
December 14, 1994
AGENDA ITEM
Proposed Acquisition of an Additional Interest in the Big Dipper Ranch Property as an
Addition to Skyline Ridge Open Space Preserve
GENERAL MANAGER'S RECOMMENDATIONS
1111
1. Adopt the attached resolution authorizing purcha1L).559%o' interest in the Big
Dipper Ranch property from Gerald C. Gray and Alice Coelho.
2. Tentatively adopt the Preliminary Use and Management Plan recommendations
contained in this report, including naming the property as an addition to the Skyline
Ridge Open Space Preserve.
3. Indicate your intention to withhold the property from dedication as public open space
at this time.
DESCRIPTION (see attached mapL
The 767.9-acre Big Dipper Ranch property is located on the southwest slope of the Santa
Cruz Mountains and is adjacent to Skyline Ridge Open Space Preserve and Portola State
Park. The property also just touches the Russian Ridge Open Space Preserve. The District
currently owns a 46.67% interest in the property and is proposing to purchase an additional
7.55% interest, for a total of 54.22% ownership in the property.
District land adjoins the property at the northwest corner and along the east boundary.
Portola State Park is adjacent to the south boundary and private property is located elsewhere
around the perimeter of the property. Access is from a driveway on Alpine Road
approximately three miles south of Skyline Boulevard.
The landscape is characterized largely by a mosaic of grassy slopes and dense vegetation.
The upper ridges along Alpine Road are predominantly grassland interspersed with patches of
woodland. The terrain here is gentle to steep, descending east towards Peters Creek. There
are a number of heavily forested ravines and seasonal creeks on the property, particularly on
the west facing slopes. Peters Creek bisects the southeast corner of the property and has a
pristine riparian habitat. This watershed is a continuation of drainages that originate at
Skyline Ridge and the Devils Canyon area of Long Ridge Open Space Preserve. The creek
has interesting rock outcrops that are well scoured and form small pools and waterfalls.
A ranch complex, comprised of residential structures and barns, is located in the southeast
330 Distel Circle • Los Altos, California 94022-1404 • Phone: 415-691-1200 • FAX:415-691-0485
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
L - -
R-94-130 Page 2
portion of the property. There are four residential structures; one structure is occupied by
the ranch manager. A swimming pool is adjacent to another of the residences. A number of
ranch vehicles and equipment are kept near a maintenance building. Small barns and corrals
are used for stabling horses. A large barn is located some distance to the north of the ranch
complex. It is used in conjunction with grazing activities. Cattle and horse grazing are the
primary land uses. Fences, gates, and cattle guards divide the rangeland. The vegetation is
in excellent condition with no signs of overgrazing and erosion. There are relatively few
animals on the property.
A number of roads and trails are located throughout the property. A paved driveway,
originating at Alpine Road, crosses in the southeast direction to the ranch complex above
Peters Creek. Old Page Mill Road, a historical logging route, generally extends from north
to south connecting to the paved driveway and passing through the ranch complex. Old Page
Mill Road is maintained as a ranch road in a portion of the property but reverts to an
unimproved trail both near the north boundary and Portola State Park. Many old roadbeds
and trails on the property appear to be used occasionally for ranch operations. One
unimproved road extends from Old Page Mill Road to Peters Creek may have connected east
to the Portola Park Heights at one time.
USE AND MANAGEMENT PLAN
Planning Considerations
The property is located in San Mateo County and is zoned Resource Management(RM).
Alpine Road is designated a Scenic Corridor in the San Mateo County General Plan. The
San Mateo County Trails Advisory Committee has proposed a trail connection through the
property on Old Page Mill Road, connecting the Skyline Ridge Open Space Preserve and
Portola State Park.
The propertyoffers an excellent opportunity for eventually making the proposed trail
Ply Y Y g P po
connection between Skyline Ridge Open Space Preserve and Portola State Park. If acquired,
portions of Old Page Mill Road and adjacent nearby unimproved trails could become a major
link between the preserve and the state park. A private section of Old Page Mill Road will
remain below the existing boundary of Skyline Ridge Open Space Preserve that cannot be
used as public trail until such time as an agreement can be worked out with the adjacent land
owner or a bypass trail constructed on existing District land. The portion of Old Page Mill
Road connecting north from Portola State Park needs to be further investigated to determine
the potential of extending public access from the park into the property.
The District's 46.67% interest in the property has established a "tenants in common"
relationship with the holders of the remaining interests in the property. The purchase of an
R-94-130 Page 3
additional 7.55% interest in the property provides the District with a majority interest. The
relationship provides each co-tenant with equal rights of possession to the entire property. A
co-tenant cannot exclude another co-tenant from any portion of the property. Each co-tenant
has broad powers in how they can use the property including such items as building
structures, leasing interests to third parties, and constructing road and trails.
Regardless of technical legal rights involved, District staff has made every effort to cooperate
with the co-tenants and work towards mutual agreements for planned development and public
access. Unfortunately, one co-tenant has not been receptive to staffs planning efforts and
our attempts to enter the property. Now that the District will have a majority interest, staff
will, once again, make an effort to work towards mutual agreements for use and management
of the property with this only remaining co-tenant. We expect to insist on co-management of
the property, as it is in the best interests of the District.
Current land uses are consistent with the District's land use policies. Grazing activities on
the property appears to be well-managed and would be expected to continue.
Preliminary Use and Management Plan Recommendations
Dedication: Withhold the 7.55% interest in this property from dedication as public open
space. The District, as a tenant in common, should not dedicate any part of the land pending
a potential co-ownership agreement with the co-tenant.
Annexation: Initiate the process with the Local Agency Formation Commission to annex the
property into the District. Your current policy provides for annexation of lands when the
District owns at least 50% of the fee interest. Upon completion of this acquisition, the
District would own 53.22% fee interest. Staff will attempt to obtain consent of the
remaining co-tenant; however, it is important that the District proceed with annexation in
order to cancel property taxes and be assured of ordinance enforcement.
Name: Name the property as an addition to the Skyline Ridge Open Space Preserve.
Signs: Cooperate with the co-tenant in providing signs that may be necessary to protect
privacy, prevent conflicts with normal ranch operations, and minimize trespass on
neighboring private lands.
Roads: Cooperate with the co-tenant and seek an agreement to maintain roads for normal
ranch operations and ranger patrol.
Site Emphasis Designation: Conservation Management Unit (CMU). The property will not
be open to the public due to the "tenants in common" relationship of ownership. It will be
planned and subsequently managed primarily for conservation and viewshed. The property
R-94-130 Page 4
will not be managed for public recreation until completion of negotiations with the remaining
co-tenant.
Public Safety Review: Staff will perform an inspection of the property to find if public
safety hazards exist. Even though the property is not being managed for public recreation,
the District should work with the co-tenant in identifying and mitigating any potential public
hazard.
TERMS AND FUNDING
The basis of value for the interests being acquired is $2,500,000 for the entire 767.9 acre
ranch ($3,256 per acre). This amount is based upon the final inheritance tax appraisal
settlement, which District staff has reviewed and satisfactorily concluded represents fair
market value for the property interests being acquired. This is also the basis upon which the
District acquired its current 46.67% interest in the property. The remaining property
interests are held by three family members, as follows:
Gerald C. Gray (from whom the District acquired 26.67% interest at a cost of$666,667) and
Alice (Gray.) Coelho (from whom the District acquired a 20% interest at a cost of$500,000)
own the 7.55% proposed for acquisition in this transaction at a cost of$188,800. This
purchase was the subject of a District option agreement and was approved by you for
exercise at the meeting of November 9, 1994 (See report R-94-116). The option payment
was $10,000, of which $5,000 is applicable to the purchase price. Therefore, the net cost of
this property is $183,800, payable in cash at close of escrow.
Cecilia (Gray) Cummings holds the remaining interest (45.75%) in the property, and there is
no agreement to acquire her interest in the property at this time. However, District staff will
continue to work with her toward a mutually agreeable solution for public use, private use,
and ownership pattern.
Prepared by:
Del Woods, Senior Planner
Contact person:
L. Craig Britton, General Manager
Ii
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COAL CREEK
OPEN SPACE PRESERVE
MONTE BELLO �..:
OPEN SPACE PRESERVE
VI
RUSSIAN RIDGE 25" '� AN
.i� / _ OPEN SPACE PRESERVE
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, >; OPEN SPACE PRESERVE
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,• •�� , . PROPOSED ACQUISITION
) }.�BIG DIPPER RANCH
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_ gip' °'Er PRESERVC
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"COl1NTY PARR R
LOCATION MAP
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PROPOSED ADDITION TO
SKYLINE RIDGE OPEN SPACE PRESERVE — PORTOLA STATEio j6j0
PARK
N� TSeale: 1' = 2a00 May 1992
RESOLUTION
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
AUTHORIZING ACCEPTANCE OF AGREEMENT TO
PURCHASE REAL PROPERTY, 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 (SKYLINE RIDGE
OPEN SPACE PRESERVE - LANDS OF GERALD C. GRAY
AND ALICE COELHO)
The Board of Directors of the Midpeninsula Regional Open Space District does
resolve as follows:
Section One. The Board of Directors of the Midpeninsula Regional Open Space
District does hereby accept the offer contained in that certain Agreement to Purchase Real
Property between Gerald C. Gray and Alice Coehlo and the Midpeninsula Regional Open
Space District, a copy of which is attached hereto and by reference made a part hereof, and
authorizes the President or appropriate officers to execute the Agreement on behalf of the
District.
Section Two. The President of the Board of Directors or other appropriate officer is
authorized to execute a Certificate of Acceptance on behalf of the District.
Section Three. The General Manager of the District shall cause to be given
appropriate notice of acceptance to the seller. The General Manager further is authorized to
execute any and all other documents necessary or appropriate to the transaction.
Section Four. The General Manager of the District is authorized to expend up to
$5,000.00 to cover the cost of title insurance, escrow fees, and other miscellaneous costs
related to this transaction.
I
Resolution No. Page 2
Section Five. It is intended, reasonably expected and hereby authorized that the
District's general fund will be reimbursed in the amount of$188,800 from the proceeds of
the next long term District note issue. This Section of this Resolution is adopted by the
Board of Directors of the Midpeninsula Regional Open Space District solely for purposes of
establishing compliance with the requirements of Section 1.103-18 of the Treasury
Regulations. The reimbursement of this payment expenditure is consistent with District's
budgetary and financial circumstances. There are no funds or sources of moneys of the
District that have been, or reasonably are expected to be reserved or allocated on a long-term
basis, or otherwise set aside to pay the costs of this open space land acquisition project which
are to be paid or reimbursed out of proceeds of indebtedness to be issued by District. The
Board of Directors hereby declares District's official intent to use proceeds of indebtedness
to reimburse itself for this open space land acquisition project expenditure.
i
i
i
i
AGREEMENT TO PURCHASE REAL PROPERTY
This Agreement is made and entered into by and between GERALD C.
GRAY and ALICE COELHO, hereinafter called "Seller" and the
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District
formed pursuant to Article 3 of Chapter 3 of Division 5 of the
California Public Resources Code, hereinafter called "District. "
WITNESSETH
WHEREAS, Seller is the owner of an undivided 28 .320 of four-
fifteenths (4/15ths) interest in certain real property which is
approximately 767 . 9 acres in size (the "Property") , situated in
an unincorporated area of San Mateo County, State of California,
as shown on the "Map" attached hereto as Exhibit "All and
incorporated herein by this reference and legally described in
Exhibit "B" as attached hereto and incorporated herein by this
reference; and
WHEREAS, District was formed by voter initiative, to solicit and
receive conveyances of real property by purchase, exchange, gift,
or bargain purchase for public park, recreation, scenic and open
space purposes; and
WHEREAS, District desires to purchase Seller's interest in the
Property for open space preservation and as part of the
ecological and aesthetic resources of the midpeninsula area; and
WHEREAS, it is the desire of District and Seller that the
District purchase all rights and interests of Seller in and to
the Property (the "Partial Property Interest") pursuant to the
terms of this Agreement.
ti
REAL PROPERTY PURCHASE AGREEMENT Page 2
GERALD C. GRAY and ALICE COELHO
A- G R E M E N T
NOW, THEREFORE, in consideration of the foregoing recitals and
the mutual covenants and promises herein contained, the parties
agree as follows:
1. Listina of Defined Terms. As used in this Agreement, the
terms listed below shall have the definitions given at the
applicable Section reference for each, as contained in the
parentheses following the general identification of each, all as
set forth below:
1. 1 Agreement. This Real Property Purchase Agreement by
and be-tween Gray, Coelho and District. (Introductory
paragraph)
1. 2 Closing. The consummation of the transaction
contemplated hereby as scheduled to take place at the
offices of Escrow Holder on or before January 31, 1995.
(Section 4 . 1)
1. 3 Closing Date. The date of the Closing. (Section 4 . 1)
1. 4 District. Midpeninsula. Regional Open Space District, a
Public District. (Introductory paragraph)
1.5 Escrow. The escrow to be opened at First American
Title Insurance Company upon execution of this
Agreement. (Section 4)
1. 6 Escrow Holder. First American Title Insurance Company
(also sometimes referred to as "Title Company") through
which the purchase and sale of the Partial Property
Interest described herein shall be consummated.
(Section 4)
1.7 Grant Deed. The Grant Deed in form attached hereto as
EXHIBIT C to be recorded at Closing with the County
Recorder of San Mateo County, California, pursuant to
REAL PROPERTY PURCHASE AGREEMENT Page 3
GERALD C. GRAY and ALICE COELHO
which the Partial Property Interest of Sellers will be
conveyed to District. (Section 4. 5. 1)
1.8 Map. Map of the Property. (EXHIBIT A)
1. 9 Partial Property Interest. All rights of the Seller in
and to Sellers undivided 28. 32% interest in four-
fifteenths (4/15ths) interest in the Property.
(Recitals & Section 2)
1. 10 Permitted Exceptions. Permissible exceptions to title
of Partial Property Interest to be received by
District.
(Section 4 .4)
1. 11 Preliminary Title Report. The Preliminary Title Report
of the Property. (Recitals and as attached hereto as
EXHIBIT B)
1. 12 Erg�ertv. All that certain real property located
within an unincorporated area of the County of San
Mateo, State of California, as shown on the Map
(EXHIBIT A) and as legally described in the Preliminary
Title Report (EXHIBIT B) .
1. 13 Purchase Price. The total purchase price ($188, 800. 00)
agreed to be paid to Seller hereunder for the Partial
Property Interest. (Section 3)
1. 14 Seller. GERALD C. GRAY and ALICE COELHO. (Introductory
paragraph)
1. 15 Title Company. First American Title Insurance (also
sometimes referred to as "Escrow Holder") . (Section 4)
2 . Purchase and Sale. Seller agrees (subject to the conditions
set forth herein) to sell to District, and District agrees
(subject to the conditions set forth herein) to purchase from
Seller fee title to the Partial Property Interest, i.e. , the
undivided 28 . 320 of Four-Fifteenths (4/15ths) interest, as
tenants in common, of Seller in the Property.
REAL PROPERTY PURCHASE AGREEMENT Page 4-
GERALD C. GRAY and ALICE COELHO
3 . Purchase Price. The total purchase price ("Purchase Price")
of the Partial Property Interest shall ,be One Hundred Eighty
Eight Thousand Eight Hundred Dollars ($188, 800. 00) less the Five
Thousand and no/100 Dollars ($5, 000. 00) credit toward the
Purchase Price for a portion of the option payment made pursuant
to Section 3 of the Option Agreement between Seller (as Optionor)
and District (as Optionee) which shall be paid in cash at the
Closing (as further defined herein) .
4 . Escrow and Closing. Promptly upon execution of this
Agreement, an escrow ("Escrow") shall be opened at First American
Title Insurance Company or other title company acceptable to
District ("Escrow Holder" or "Title Company") through which the
purchase and sale of the Partial Property Interest described
herein shall be consummated. A fully executed copy Of this
Agreement shall be deposited with the Escrow Holder to serve as
Escrow instructions. The parties shall execute such additional
supplementary or customary Escrow instructions as Escrow Holder
may from time to time reasonably require. This Agreement may be
amended or supplemented by explicit additional Escrow
instructions signed by the parties, but the printed portion of
such Escrow instructions shall not supersede any inconsistent
provisions contained herein. Escrow Holder is hereby appointed
and designated to act as an escrow holder and is authorized and
instructed to deliver, pursuant to the terms of this Agreement,
the documents and monies to be deposited into the Escrow as
herein provided, subject to the terms and conditions of this
Agreement.
4. 1 Date of Closing. The consummation of the transaction
contemplated hereby (the "Closing") shall take place at
the offices of Escrow Holder on January 31, 1995. The
Closing shall be subject to the satisfaction of all
REAL PROPERTY PURCHASE AGREEMENT Page 5
GERALD C. GRAY and ALICE COELHO
conditions contained in this Agreement, including,
without limitation, the delivery of the Policy of Title
Insurance described in Section 4 .4 and the performance
by District and Seller of their respective obligations
hereunder.
4 .2 Items to be Delivered by Closing.
4 . 2 . 1 By Seller. Seller shall deposit (or cause to
be deposited) into the Escrow on or before
the Closing:
(a) An executed Grant Deed in the form
attached as EXHIBIT C (the "Grant
Deed") .
(b) All additional documents and instruments
which District's counsel and Seller's
counsel may mutually determine are
necessary to consummate the provisions
of this Agreement.
4 . 2 . 2 By District. District shall deposit or cause
to be deposited into Escrow on or before the
Closing:
(a) A District check in an amount equal to
One Hundred Eighty Three Thousand Eight
Hundred Dollars ($183, 800) , the Purchase
Price of $188,800 less the $5, 000 option
credit paid to Seller pursuant to
Section 3 of the Option Agreement as
further described in Section 3 herein.
(b) Executed Certificate of Acceptance
relating to the Grant Deed.
(c) All additional documents and instruments
which District's counsel and Seller's
REAL PROPERTY PURCHASE AGREEMENT
Page 6
GERALD C. GRAY and ALICE COELHO
counsel may mutually determine are
necessary to consummate the provisions
of this Agreement.
4 . 3 Closing Costs and Prorat 'E isns. District and Seller
shall each pay one-half (1/2) of the Escrow fees,
documentary transfer taxes, if any, premium for the
Policy of Title Insurance described in Section 4 . 4, and
any and all customary recording costs and fees. Seller
shall pay all reasonable costs, if any, required to
deliver title to the Partial Property Interest which is
subject only to the exceptions described in Section 4 .4
below. All other costs or expenses not otherwise
specifically provided for in this Agreement shall be
allocated between District and Seller in the manner -
customary in San Mateo County, California. All current
property taxes relating to the Partial Property
Interest conveyed shall be prorated through Escrow
between District and Seller as of the Closing based
upon the latest available tax information using the
customary escrow procedures.
4 . 4 Title Insurance Policy. Sellers shall cause Title
Company to prepare and be committed to deliver to
District a standard coverage CLTA Policy of Title
Insurance, dated as of Closing, insuring District's
interests in the Partial Property Interest as provided
herein, in the amount of One Hundred Eighty Eight
Thousand Eight Hundred and no/100 Dollars
($188, 800. 00) , subject only to:
4 . 4. 1 Current real property taxes;
4 . 4 . 2 The printed exceptions contained in said
title insurance policy;
REAL PROPERTY PURCHASE AGREEMENT Page 7
GERALD C. GRAY and ALICE COELHO
4 . 4. 3 The Permitted Exceptions as defined below:
and
4 .4 .4 All other matters approved in writing by
District prior to the Closing.
As used herein, "Permitted Exceptions" shall
mean those items shown as exceptions 1
through 5 in the Supplemental Preliminary
Title Report (Order No. 369463 . dated January
3 , 1992) relating to the Property as attached
hereto as EXHIBIT B ("Preliminary Title
Report 11) . Notwithstanding anything to the
contrary above in this Section 4 .4, if
additional interests in the Property are
obtained prior to Closing, then, at
District's option, the title policy then may
cover the entire interest in the Property
being acquired by the District at the time of
Closing.
4 .5 Escrow Instructions. When all required funds and
instruments have been deposited into Escrow by the
appropriate parties and when all other conditions to
Closing have been fulfilled, Escrow Holder shall:
4. 5. 1 Cause the Grant Deed (EXHIBIT C) , and
attendant Certificate of Acceptance relating
to the Grant Deed to be recorded in the
office of the County Reorder for San Mateo
County, California.
4 . 5.2 Cause to be delivered: (a) to District the
original of the Policy of Title Insurance
REAL PROPERTY PURCHASE AGREEMENT Page 8
GERALD C. GRAY and ALICE COELHO
required herein; (b) to Seller, Escrow
Holder's check for the sum of $183, 800 (the
Purchase Price of $188, 800 less the
applicable $5, 000.00 option credit paid to
Seller pursuant to Section 3 of the Option
Agreement) less the Seller 's portion of the
expenses described in Section 4. 3, and (c) to
District or Seller, as the case may be, all
other documents or instruments which, in
accordance with the intentions of this
Agreement, are to be delivered to them.
In the event the Escrow terminates without
Closing as provided herein, Escrow Holder
shall return all monies, documents or other
things of value deposited in the Escrow to
the party depositing the same.
5. Rights and Liabilities of the Parties in the Event of
Termination. In the event this Agreement is terminated and the
Escrow is canceled for any reason, all parties shall be excused
from any further obligations hereunder, except as otherwise
provided herein. Upon any such termination of Escrow, all
parties hereto shall be jointly and severally liable to Escrow
Holder for payment of its title and Escrow cancellation charges
(subject to rights of subrogation against any party whose fault
may have caused such termination of Escrow) , and each party
expressly reserves any other rights and remedies which it may
have against any other party by reason of a wrongful termination
or failure to close Escrow.
REAL PROPERTY PURCHASE AGREEMENT Page 9
GERALD C. GRAY and ALICE COELHO
6. Seller's Representations and Warranties. For the purpose of
inducing District to enter into this Agreement and to consummate
the sale and purchase of the Partial Property Interest in
accordance herewith, Seller does hereby jointly and severally
represent and warrant to District that as of the date this
Agreement is fully executed and as of the date of Closing:
6. 1 Authority. Seller has full right, power and authority
to enter into this Agreement and to perform the
transactions contemplated hereunder.
6.2 Valid and Bindinq crreements. This Agreement and all
other documents delivered by Seller to District now or
at the Closing have been or will be duly authorized and
executed and delivered by Seller and are legal, valid
and binding obligations of Seller sufficient to convey
to District the Partial Property Interest, as described
herein, and are enforceable in accordance with their
respective terms and do not violate any provisions of
any agreement to which Seller is a party or by which
Seller may be bound.
6. 3 Good Title. Seller will have at the Closing Date good,
marketable and indefeasible fee simple title to the
Partial Property Interest to be conveyed to District
hereunder, free and clear of all liens and encumbrances
of any type whatsoever and free and clear of any
recorded or unrecorded option rights or purchase rights
or any other right, title or interest held by any third
party (except for the Permitted Exceptions and the
additional exceptions allowed under the express terms
hereof) , and Seller shall forever indemnify and defend
District from and against any claims made by any third
REAL PROPERTY PURCHASE AGREEMENT Page 10
GERALD C. GRAY and ALICE COELHO
party which are based upon any inaccuracy in the
foregoing representations.
6. 4 No Undisclosed Leasehold Interests. Seller warrants
that there exist no oral or written leases or rental
agreements affecting all or any portion of the Property
nor are there persons occupying or entitled to occupy
all or any portion of the Property; provided, however,
that Seller makes no representation with regard to
persons who may be trespassers on the Property without
Seller's knowledge or persons who may occupy the
Property under agreement with the holders of the
remaining interests in the Property. Seller further
warrants and agrees to hold District free and harmless
from and against and to reimburse District for any and
all costs, liability, loss, damage or expense,
including costs for legal services, occasioned by
reason of any such lease, rental agreement, or
occupancy of the Property (including, without
limitation, relocation payments and expenses provided
for in Section 7260 - et sea. of the California
Government Code) .
7. Waiver of Statutory Compensation. Seller understands that
Seller may be entitled to receive the fair market value of the
Partial Property Interest to be purchased by District hereunder
by reason of the provisions of the Federal Uniform Relocation
Assistance and Real Property Acquisition act of -1970 (Public Law
91-646) and California Government Code Section 7267, et sea.
Seller acknowledges that Seller is familiar with said laws and
hereby waives all existing and future rights Seller may have to
receive the fair market value of the Partial Property Interest
purchased by District under said laws.
REAL PROPERTY PURCHASE AGREEMENT Page 11
GERALD C. GRAY and ALICE COELHO
8 . Miscellaneous Provisions.
8. 1 Choice of Law. The internal laws of the State of
California, regardless of any choice of law principles,
shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the
rights and duties of the parties.
8. 2 Attorneys ' Fees. If any party hereto incurs any
expense, including attorneys' fees, in connection with
any action or proceeding instituted by reason of any
default or alleged default of the other party
hereunder, the party prevailing in such action or
proceeding shall be entitled to recover- from the other
party expenses and attorneys' fees in the amount
determined by the court, whether or not such action or
proceeding goes to final judgment. In the event of a
settlement or final judgment in which neither party is
awarded all of the relief prayed for, the prevailing
party as determined by the court shall be entitled to
recover from the other party expenses and attorneys '
fees.
8.3 Amendment and Waiver. The parties hereto may by mutual
written agreement amend this Agreement in any respect.
Any party hereto may: (i) extend the time for the
performance of any of the obligations of the other
party; (ii) waive any inaccuracies in -representations
and warranties made by the other party contained in
this Agreement or in any documents delivered pursuant
hereto; (iii) waive compliance by the other party with
any of the covenants contained in this Agreement or the
performance of any obligations of the other party; or
REAL PROPERTY PURCHASE AGREEMENT Page 12
GERALD C. GRAY and ALICE COELHO
(iv) waive the fulfillment of any condition that is
precedent to the performance by such party of any of
its obligations under this Agreement. Any agreement on
the part of any party for such amendment, extension or
waiver must be in writing.
8 . 4 Ricrhts Cumulative. Each and all of the various rights,
powers and remedies of the parties shall be considered
to be cumulative with and in addition to any other
rights, powers and remedies which the parties may have
at law or in equity in the event of the breach of any
of the terms of -this Agreement. The exercise or
partial exercise of any right, power or remedy shall
neither constitute the exclusive election thereof nor
the waiver of any other right, power or remedy
available to such party.
8 . 5 Notices. All notices, consents, approvals, waivers or
demands of any kind which either party to this
Agreement may be required or may desire to serve on the
other party in connection with this Agreement shall be
in writing and may be delivered by personal service or
sent by telegraph, facsimile, or cable or sent by
registered or certified mail, return receipt requested,
with postage thereon fully prepaid. All such
communications shall be addressed as follows:
Seller: Gerald C. Gray
c/o David Fama, Esq.
Nossaman, Guthner, Knox & Elliott
Attorneys at Law
50 California Street, 34th Floor
San Francisco, CA 94111
(415) 398-3600
FAX (415) 398-2438
REAL PROPERTY PURCHASE AGREEMENT Page 13
GERALD C. GRAY and ALICE COELHO
Alice Coelho
c/o William K. Holsman, Esq.
Holsman & Patterson
Attorneys at Law
500 Sansome Street, Suite 503
San Francisco, CA 94111
(415) 986-7500
FAX (415) 398-6278
District: Mid peninsula
la Regional
nal Open
n Space
District
330 Distel Circle
Los Altos, California 94022
Attn: L. Craig Britton,
Acting General Manager
(415) 691-1200
FAX (415) 691-0485
Copy to: Stanley R. Norton, Esq.
Attorney at Law
407 Sherman Avenue
Palo Alto, CA 94306
(415) 324-1366
FAX (415) 327-9151
If sent by telegraph, facsimile, or cable, a
conformed copy of such telegraphic, facsimile, or
cabled notice shall promptly be sent by mail (in the
manner provided above) to the addressee. Service of
any such communication made only by mail shall be
deemed complete on the date of actual delivery as shown
by the addressee's registry or certification receipt or
at the expiration of the third (3rd) business day after
the date of mailing, whichever is earlier in time.
Each party hereto may from time to time, by notice in
writing served upon the other as aforesaid, designate a
different mailing address or a different person to
which such notices or demands are thereafter to be
addressed or delivered. Nothing contained in this
Agreement, shall excuse either party from giving oral
notice to the other when prompt notification is
REAL PROPERTY PURCHASE AGREEMENT Page 14
GERALD C. GRAY and ALICE COELHO
appropriate, but any oral notice given shall not
satisfy the requirement of written notice as provided
in this Section.
8. 6 Disclaimer of Representations. District and Seller
agree that, except as specifically provided herein,
neither Seller, nor any of Seller's respective
employees, representatives or agents has made any
representations, warranties or agreements as to any
matters concerning the Property which are not contained
in this Agreement, including, but not limited to, the
suitability of the Property for any particular use and
the compliance of the Property with any applicable laws
or zoning ordinances.
8 . 7 Entire Agreement. This Agreement (together with its
Exhibits and the other documents referred to herein) is
intended by the parties hereto to be the final
expression of their agreement and constitutes and
embodies the entire agreement and understanding between
the parties hereto with regard to the subject matter
hereof and is a complete and exclusive statement of the
terms and conditions thereof, and shall supersede any
and all prior correspondence, conversations,
negotiations, agreements or understandings relating to
the same subject matter.
8.8 Severability. If any of the provisions of this
Agreement are held to be void or unenforceable by or as
a result of a determination of any court of competent
jurisdiction, the decision of which is binding upon the
parties, the parties agree that such determination
shall not result in the nullity or unenforceability of
REAL PROPERTY PURCHASE AGREEMENT Page 15
GERALD C. GRAY and ALICE COELHO
the remaining portions of this Agreement. The parties
further agree to replace such void or unenforceable
provisions of this Agreement with valid and enforceable
provisions which will achieve, to the extent possible,
the economic, business and other purposes of the void
or unenforceable provisions.
8. 9 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an
original, and when executed, separately or together,
shall constitute a single original instrument,
effective in the same manner as if the parties had
executed one and the same instrument.
8. 10 Waiver. No waiver of any term, provision or condition
of this Agreement, whether by conduct or otherwise, in
any one or more instances, shall be deemed to be, or be
construed as, a further or continuing waiver of any
such term, provision or condition or as a waiver of any
other term, provision or condition of this Agreement.
8 . 11 Time ofEssence. Time is of the essence of each
provision of this Agreement in which time is an
element.
8 . 12 Survival of Covenants, Representations and warranties.
All covenants of District or Seller which are expressly
intended hereunder to be performed in 'whole or in part
after the Closing, and all written representations and
warranties by either party to the other, shall survive
the Closing and be binding upon and inure to the
benefit of the respective parties hereto and their
respective heirs, successors and permitted assigns.
REAL PROPERTY PURCHASE AGREEMENT Page 16
GERALD C. GRAY and ALICE COELHO
8. 13 Assignment. Except as expressly permitted herein, no
party to this Agreement shall assign its rights or
obligations under this Agreement to any third party
without the prior written approval of the other
parties, which approval shall not be unreasonably
withheld.
8. 14 Further Documents and Acts. Each of the parties hereto
agrees to execute and deliver such further documents
and perform such other acts as may be reasonably
necessary or appropriate to consummate and carry into
effect the transactions described and contemplated
under this Agreement.
8 . 15 Binding on Successors and Assigns. This Agreement and
all of its terms, conditions and covenants are intended
to be fully effective and binding, to the extent
permitted by law, on the successors and permitted
assigns of the parties hereto.
8 . 16 Captions. Captions are provided herein for convenience
only and they form no part of this Agreement and are
not to serve as a basis for interpretation or
construction of this Agreement, nor as evidence of the
intention of the parties hereto.
8. 17 Pronoun References. In this Agreement, if it be
appropriate, the use of the singular shall include the
plural, and the plural shall include the singular, and
the use of any gender shall include all other genders
as appropriate.
REAL PROPERTY PURCHASE AGREEMENT Page 17
GERALD C. GRAY and ALICE COELHO
8 . 18 Broker's Commission. Each party agrees to and does
hereby indemnify and hold the other harmless from and
against any and all costs, liabilities, losses,
damages, claims, causes of action or proceedings which
may result from any broker, agent or finder, licensed
or otherwise, claiming through, under or by reason of
the conduct of the indemnifying party in connection
with this transaction.
8. 19 Legal Fees. Except as otherwise provided in this
Agreement, District and Seller shall each bear their
own respective legal expenses incurred in connection
with the negotiation and consummation of the
transaction contemplated by this Agreement.
i
o
REAL PROPERTY PURCHASE AGREEMENT Page 18
GERALD C. GRAY and ALICE COELHO
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized officers to be effective
as of the date of final execution by District in accordance with
the terms hereof.
MIDPENINSULA REGIONAL OPEN SPACE SELLER
DISTRICT
APPROVED AS TO FORM: VLDC.
GEGRAY
Stanley Norton, District Counsel Date:
RECOMMENDED FOR APPROVAL:
o
L. Craig Britton, ALICE COELHO
Acting General Manager
APPROVED AND ACCEPTED: Date:
President, Board of Directors
ATTEST:
District Clerk
Date:
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77
PROPOSED ADDITION TO
SKYLINE RIDGE OPEN SPACE PRESERVE a ''- '
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Scale:1' = 2000' North r •f f�-'�
April 1992 gage �of
I '
Order No. 369463
SUPPLEMENTAL PRELIMINARY REPORT
FIRST AMERICAN TITLE INSURANCE COMPANY
1100 South El Camino Real
San Mateo, CA 94402
(415) 341-2691
PAULA LEIBOVITS, ATTY .
Attn: Erica
2000 Center St . •300
Berkeley , CA 94704
Customer 's Reference:
Fora of Policy Coverage Requested: CALIFORNIA LAND TITLE
ASSOCIATION STANDARD COVERAGE POLICY - (1990) OR AMERICAN LAND
TITLE ASSOCIATION OWNER POLICY - (1990) WITH REGIONAL EXCEPTIONS
and ALTA LOAN POLICY - 199P
In response to the above referenced application for a policy of
title insurance, this Company hereby reports that it is prepared
to issue, or cause to be issued , as of the date hereof , a Policy
or Policies of Title Insurance , describing the land and the
estate or interest therein hereinafter set forth, insuring
against loss which may be sustained by reason of any defect , lien
or encumbrance not shown or referred to as an Exception below or
not excluded from coverage pursuant to the printed Schedules ,
Conditions and Stipulations of said Policy forms .
The printed Exceptions and Exclusions from the coverage of said
Policy or Policies are set forth in Exhibit A attached . Copies
of the Policy forms should be read . They are available from the
office which issued this report .
This report (and any supplements or amendments hereto) is issued
solely for the purpose of facilitating the issuance of a policy
of title insurance and no liability is assumed hereby. If it is
desired that liability be assumed prior to the issuance of a
policy of title insurance, a Binder or Commitment should be
requested'.
Dated as of January 3 , 1992 at 7 :30 a.m.
&ALEN E . SCHMIDT
ESCROW OFFICER
Title of said estate or interest at the date hereof is vested in:
SEE EXHIBIT "A" ATTACHED
Page C 1
EXHIBIT
Page of -�
i
SUPPLEMENTAL REPORT Order No. 369463
The estate or interest in the land hereinafter described or
referred
e ed to covered
by this Report is . A FEE
The land referred to in this Report is situated in the State of
California , County of San Mateo and is described as follows :
PARCEL I •
All of Section 28 and the Northeast 1/4 of the Northwest 2/4 of
Section 33 , all in Township 7 South, Range 3 West . M.D.B . a M.
PARCEL II •
Portion of the Southeast 1/4 of Section 29 , Township 7 South ,
Range 3 West , M.D .B . a M. being more particularly described as
follows :
BEGINNING at a point on the quarter section line running East and
West through the center of said Section 29 where it is
intersected by the centerline of the present county road known
as Alpine Road ; thence from said point of beginning Easterly
along the said quarter section line to the quarter section corner
on the line between Sections 28 and 29 , Township 7 South , Range
3 West , M.D.B . a M. ; thence Southerly along said section line
between Sections 28 and 29 to the section corner common to
Sections 28 , 29 , 32 and 33 ; thence Westerly along the section
line between Sections 29 and 32 to the centerline of the present
county road known as Portola State Park Road , formerly known as
the Islam Shrine Road ; thence Northerly along the centerline of
said road and the centerline of Alpine Road to the aforementioned
quarter section line running East and West through the center of
said Section 29 and the point of beginning.
EXCEPTING THEREFROM the following described lands :
BEGINNING at an iron pipe monument at the corner common to
Sections 28, 29 , 32 and 33 ; thence from said point of beginning
Westerly along the section line between Sections 29 and 32 , 2090
feet more or less , to the centerline of the aforementioned county
road ; thence Northerly along said centerline of said county road
to the point where said road is intersected by a line that is
parallel to and 600 feet distant at right angles Northerly from
the dividing line between Sections 29 and 32 ; thence Easterly
along said line that is parallel to and 60o feet distant at
right angles Northerly from the dividing line between Sections 29
and 32 , 2040 feet , more or less , to the section tine between
Sections 28 and 29 ; thence Southerly along the dividing line
between Sections 28 and 29 a distance of 600 feet ,more or less ,
to the point of beginning.
Page 2
EXHIBIT
;Page 1,. of�
SUPPLEMENTAL REPORT Order No. 369463
PARCEL III :
All that portion of the Southeast 1/4 of the Northeast 1/4 of
Section 29 Township
Se , To ns ip 7 South, Range 3 West , M.D .B. i M. , as lies
Easterly and Southerly of the Centerline of Alpine Road .
PARCEL IV•
All that portion of the Northeast 1/4 of the Northeast 1/4 of
Section 29 , Township 7 South, Range 3 West , M.D .B . 3 M. as lies
Easterly of the centerline of Alpine Road .
A.P. No . : 085-110-010 LPN 085 011 110 01 A
080-370-020 080 037 370 02 A
080-380-020 080 038 380 02 A
At the date hereof exceptions to coverage in addition to the
printed exceptions and exclusions contained in said policy forty
would be as follows:
1 . Second Installment General and Special Taxes for the fiscal
year 1991-1992 , in the amount of $12 .58 .
Code Area : 066-005 A.P. No. : 085-110-010
Affects a portion of said land.
General and Special Taxes for the fiscal year 1991-1992 , in
the amount of $17 .47 each installment has been paid in full .
Code Area: 066-005 A.P. No. : 080-370-020
Affects a portion of said land .
ieneral and Special Taxes for the fiscal year 1991-92 in the
amount of $564 .54 , each installment , have been paid in full .
Code Area : 066-005 A.P. No. : 080-380-020
Affects a portion of said land.
2 . The Lien of Supplemental Taxes assessed pursuant to Chapter
3.5. Commencing with Section 75 of the California ;Revenue and
Taxation Code .
Page 3
EXHIBIT
Page �of�
}
SUPPLEMENTAL
REPORT Order NO. 369463
3 . A LICENSE FOR DIVERSION and use of water:
Granted To : Patricia Gray
By: The State of California - Department of Public
Works , Division of Water Resources
Dated : May 14 , 1951
Recorded : March 6 , 1952
Document No. : 92041-3 of Official Records of San Mateo County,
California , for the diversion of water of three unnamed streams ,
being tributaries of Peters Creek for the purpose of irrigation,
domestic and stock watering uses .
4 . EASEMENT for drainage within any creek or -stream traversing
the herein described property, together with the rights of the
public in and to the waters and the use of such creeks or
streams , to the high water mark .
S . THE TERMS, provisions and conditions of the Trusts herein
mentioned which are not. disclosed of record . A copy of said
Trusts must be submitted to this office prior to closing .
NOTE: No report or examination has been made in connection with
that certain "Notice of Pendency of Statutory _Adjudication-San
Gregorio Creek Stream System" , executed by The State Water
Resources Control Board and recorded March 27 , 1989 under
Recorders Serial No. 89038390 of Official Records of San Mateo
County. The policy being issued will not insure against any
loss by reason of such matters .
For more information, please contact
Barbara Katz
State Water Resources Control Board
Office of Chief Council
P. 0. Box 100
Sacramento, CA 95801
(916) 324-0941
sssssss
NOTE: This report is ' subject to a cancellation charge as
required by Sections 12404 , at seq. , of the Insurance Code of the
State of California and Rule No. 2 of Department of Insurance
Bulletin No. Ns. 35 E.
cc: David Fama, Atty. , 50" California St . , 34th Floor, San
Francisco, CA 94111
ORDER DATE: September 27 , 1991
S.T.R. DATE: None
TSPIaatPJA
Page 4
EXHMT
Page �of
SUPPLEMENTAL REPORT Order 14o. 369463
There have been no deeds recorded within the last two years
prior to the date of this report , affecting the herein described
property, except as follows :
GRANT DEED
From: Gerald Clark Gray
To: Gerald C . Gray, as Trustee (or the Successor
Trustee) of the Gerald C. Gray Trust dated
December 19 , 1990 , all of his right , title and
interest
Dated : March 4 , 1991
Recorded : March 18 , 1991
Document No . : 91030228 of Official Records of San Mateo County,
California.
QUITCLAIM DEED
From: Gerald C. Gray, as Trustee of The Gerald C. Gray
Trust dated December 19 , 1990
To: Gerald C. Gray , an unmarried wan
Dated : October 14 , 1991
Recorded: October 23 , 1991
Document No . : 91139884 of . Official Records of San Mateo County,
California .
QUITCLAIM DEED
From: Gerald C. Gray , an unmarried wan
To: Marjorie Roth , as Trustee of The Gerald C. Gray
Charitable Remainder Unitrust dated October 14 ,
1991
Dated : October 14 , 1991
Recorded : October 23 , 1991
Document No. : 91139885 of Official Records of San Mateo County ,
California .
Page 5
EXHIBIT
Page 5of
EXHIBIT 'A" 369463
PATRICIA GRAY AND IMPERIAL TRUST COMPANY, or successors in Trust
as co trustees of the Patricia Gray Trust dated January 29 ,
1986 , MAR30RIE ROTH, as Trustee of The Gerald C. Gray Charitable
Remainder Unitrust dated October 14, 1991 and CELIA GRAY
CUMMINGS, in equal shares as to an undivided four-fifths (4/5ths)
interest ; ALICE CORONA GRAY , as to an undivided one-fifth (1/5)
interest
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� —_—RECORDED MAIL__
MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT
'_—ALTOS,CALIFORNIA - �
L ATTN: C. Britton
SPACE ABOVE THIS LINE FOR RECORDER'S USE
-------' �
DULY RECORDED WITHOUT FEE NO TRANSFER TAX DUE
runsunAmTTo GOVERNMENT CODE pum/[AGENCY ACQUIRING TITLE,
ss[n0wa7so» CALIFORNIA REVENUE AND TAXATION
CODE SECTION //pzz
BY:
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EXHIBIT A TO THE GRANT DEED
PAGE 1 of 1
ALL THAT CERTAIN Real Property located in unincorporated San Mateo County,
State of California and being more particularly described as follows:
PARCEL I:
All of Section 28 and the Northeast 1/4 of the Northwest 1/4 of Section 33,
all in Township 7 South, Range 3 West, M.D.B. & M.
PARCEL II:
Portion of the Southeast 1/4 of Section 29, Township 7 South, Range 3 West,
M.D.B. & M. being more particularly described as follows:
BEGINNING at a point on the quarter section line running East and West
through the center of said Section 29 where it is intersected by the
centerline of the present county road known as Alpine Road; thence from
said point of beginning Easterly along the said quarter section line to the
quarter section corner on the line between Sections 28 and 29, Township 7
South, Range 3 West, M.D.B. & M. ; thence Southerly along said section line
between Sections 28 and 29 to the section corner common to Sections 28, 29,
32 and 33; thence Westerly along the section line between Sections 29 and
32 to the centerline of the present county road known as Portola State Park
Road, formerly known as the Islam Shrine Road; thence Northerly along the
centerline of said road and the centerline of Alpine Road to the
aforementioned quarter section line running East and West through the
center of said Section 29 and the point of beginning.
EXCEPTING THEREFROM the following described lands:
BEGINNING at an iron pipe monument at the corner common to Sections 28, 29,
32 and 33 ; thence from said point of beginning Westerly along the section
line between Sections 29 and 32 , 2090 feet more or less, to the centerline
of the aforementioned county road; thence Northerly along said centerline
of said county road to the point where said road is intersected by a line
that is parallel to and 600 feet distant at right angles Northerly from the
dividing line between Sections 29 and 32; thence Easterly along said line
that is parallel to and 600 feet distant at right angles Northerly from the
dividing line between Sections 29 and 32 , 2040 feet, more or less, to the
section line between Sections 28 and 29; thence Southerly along the
dividing line between Sections 28 and 29 a distance of 600 feet, more or
less, to the point of* beginning.
PARCEL III:
All that portion of the Southeast 1/4 of the Northeast 1/4 of Section 29,
Township 7 South, Range 3 West, M.D.B. & M. , as lies Easterly and Southerly
of the Centerline of Alpine Road.
PARCEL IV:
All that portion of the Northeast 1/4 of the Northeast 1/4 of Section 29,
Township 7 South, Range 3 West, M.D.B. & M. as lies Easterly of the
centerline of Alpine Road.
EXHIBIT C
Page jakn"�-4
Opera space
R-94-133' MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 94-32
December 14, 1994
AGENDA ITEM
Proposed Addition of Johnson Property to Mt. Umunhum Area of Sierra Azul Open Space
Preserve
GENERAL MANAGER'S RECOMMENDATIONS 4 � �
1. Adopt the attached resolution authorizing purchase of the Johnson et al property.
2. Tentatively adopt the Preliminary Use and Management Plan recommendations
contained in this report, including naming the property as an addition to the Mt.
Umunhum Area of Sierra Azul Open Space Preserve.
3. Indicate your intention to withhold the property from dedication as public open space
at this time.
DESCRIPTION (see attached mad
The Johnson et al property being considered for acquisition is located between Mt.
Umunhum and Loma Prieta. The 328-acre parcel is adjacent to the Mt. Umunhum Area of
the Sierra Azul Open Space Preserve. It is situated at the headwaters of the Herbert Creek
watershed and is highly visible from the Bald Mountain Trail and other popular trails within
the preserve. This acquisition could provide a link in an important section of Bay Area
Ridge Trail.
The property is bounded by District land to the north, west, and south. Private property lies
to the east and west. The terrain is characterized by moderate to very steep slopes that
descend north and east into the Herbert Creek watershed. Plant communities are primarily
chaparral and mixed evergreen forest and provide excellent wildlife habitat.
Access to the property is from a number of trail remnants that are mostly overgrown. One
such trail is an old roadbed that extends north from Loma Prieta Road across District land
and through the southeast portion of the property. Another, located in the northwest corner,`
passes through private property and connects to Mt. Umunhum Road. It also appears a trail
may have once entered the property on the north from the former Sciarrino property which is
now part of the preserve.
330 Distel Circle • Los Altos, California 94022-1404 • Phone: 415-691-1200 FAX: 415-691-0485
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
General Manager:L.Craig Britton
I
R-94-133 Page 2
USE AND MANAGEMENT PLAN
Planning Considerations
The property is rated in the District's Open Space Master Plan as having moderate to high
composite open space values and is important in terms of habitat preservation, protection of
scenic resources, and potential outdoor recreation. The property is in an unincorporated area
of Santa Clara County and zoned Hillside, requiring a 20-160 acre minimum lot size
dependent upon slope density. The Bay Area Ridge Trail is proposed to connect from Mt.
Umunhum to Loma Prieta in the vicinity of the property.
Preliminary Use and Management Recommedations
Dedication: Indicate your intention to withhold the property from dedication as public open
space at this time.
raddition Name: Name the property as an to the Mt. Umunhum Area of the Sierra Azul
P Pe Y
Open Space Preserve.
Signs: Install private property and preserve boundary signs where appropriate.
Public Safety Review: There are no known hazards.
TERMS
This property was the subject of an option agreement that was approved for exercise at your
meeting of November 9, 1994 (see report R-94-116). The purchase price would be $510,000
($1,554 per acre) payable in cash at close of escrow. Based upon the real estate market in
this area, the purchase is determined to be fair and reasonable to the District.
I
Prepared by:
Del Woods, Senior Planner
Contact Person:
L. Craig Britton, General Manager
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RESOLUTION
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
AUTHORIZING ACCEPTANCE OF PURCHASE
AGREEMENT, 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 (SIERRA AZUL OPEN SPACE PRESERVE -
LANDS OF LINDA C. JOHNSON ET AL)
The Board of Directors of the Midpeninsula Regional Open Space District does
resolve as follows:
Section One. The Board of Directors of the Midpeninsula Regional Open Space
District does hereby accept the offer contained in that certain Purchase Agreement between
Linda C. Johnson et al and the Midpeninsula Regional Open Space District, a copy of which
is attached hereto and by reference made a part hereof, and authorizes the President or
appropriate officers to execute the Agreement on behalf of the District.
Section Two. The President of the Board of Directors or other appropriate officer is
authorized to execute a Certificate of Acceptance on behalf of the District.
Section Three. The General Manager of the District shall cause to be given
appropriate notice of acceptance to the seller. The General Manager further is authorized to
execute any and all other documents in escrow necessary or appropriate to the closing of the
transaction.
Section Four. The General Manager of the District is authorized to expend up to
$5,000 to cover the cost of title insurance, escrow fees, site clean-up, and other
miscellaneous costs related to this transaction.
Section Five. It is intended, reasonably expected and hereby authorized that the
District's general fund will be reimbursed in the amount of$510,000 from the proceeds of
the next long term District note issue. This Section of this Resolution is adopted by the
Board of Directors of the Midpeninsula Regional Open Space District solely for purposes of
establishing compliance with the requirements of Section 1.103-18 of the Treasury
Regulations. The reimbursement of this payment expenditure is consistent with District's
budgetary and financial circumstances. There are no funds or sources of moneys of the
District that have been, or reasonably are expected to be reserved or allocated on a long-term
basis, or otherwise set aside to pay the costs of this open space land acquisition project which
are to be paid or reimbursed out of proceeds of indebtedness to be issued by District. The
Board of Directors hereby declares District's official intent to use proceeds of indebtedness
to reimburse itself for this open space land acquisition project expenditure.
Purchase Agreement - Mc Enaney et al . Page 2
attached or affixed thereto . All of said real property and
appurtenances hereinafter called the "Subject Property" or the
"Property . "
2 . Purchase Price . The total purchase price ("Purchase Price")
for the Property shall be Five Hundred Ten Thousand and No/100
Dollars ($510, 000 . 00) , payable in cash at the Closing (as further
defined herein . )
3 . Escrow. Promptly upon execution of this Agreement, in
accordance with Section 11 herein, an escrow shall be opened at
Gateway Title Company, 1008 Blossom Hill Rd. , Suite G-1, San Jose, CA
95123, phone number (408) 266-1800, or other title company acceptable
to District and Seller (hereinafter "Escrow Holder") through which
the purchase and sale of the Property shall be consummated. A fully
executed copy of this Agreement shall be deposited with Escrow Holder
to serve as escrow instructions to Escrow Holder; provided that the
parties shall execute such additional supplementary or customary
escrow instructions as Escrow Holder may reasonably require . This
Agreement may be amended or supplemented by explicit additional
escrow instructions signed by the parties, but the printed portion of
such escrow instructions shall not supersede any inconsistent
provisions contained herein . Escrow Holder is hereby appointed and
instructed to deliver, pursuant to the terms of this Agreement, the
documents and monies to be deposited into the escrow as herein
provided, with the following terms and conditions to apply to said
escrow:
(a) The time provided for in the escrow for the close thereof
shall be on or before October 30, 1992, provided, however, that the
parties may, by written agreement, extend the time for Closing. The
term "Closing" as used herein shall be deemed to be the date when
Escrow Holder causes the Grant Deed (as defined below) to be recorded
in the Office of the County Recorder of Santa Clara County.
(b) Seller and District shall, during the escrow period,
execute any and all documents and perform any and- all acts reasonably
necessary or appropriate to consummate the purchase and sale pursuant
to the terms of this Agreement .
(c) Seller shall deposit into the escrow on or before the
Closing an executed and recordable Grant Deed covering the Property .
(d) District shall deposit into the escrow, on or before the
Closing:
PURCHASE AGREEMENT
This Agreement is made and entered into by and between Linda C .
Johnson, John D . Mc Enaney and Margaret R. Mc Enaney, and John T.
Huntzinger, all as tenants in common, hereinafter called "Seller" and
the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a Public District
formed pursuant to Article 3 of Chapter 3 of Division 5 of the
California Public Resources Code, hereinafter called "District . "
WITNESSETH
WHEREAS, Seller is the owner of certain real property which has open
space and recreational value, located within an unincorporated area
of the County of Santa Clara, and being more particularly described
within the body of this Agreement; and
WHEREAS, Seller entered into that certain "Exclusive Authorization
and Right to Sell" agreement with Joe Beatty Real Estate on June 1,
1992, thereby offering said real property for sale to the general
public; and
WHEREAS, District was formed by voter initiative to solicit and
receive conveyances of real property by purchase, exchange, gift, or
bargain purchase for public park, recreation, scenic and open space
purposes; and
WHEREAS, District desires to purchase said property for open space
preservation and as part of the ecological and aesthetic resources of
the midpeninsula area; and
WHEREAS, Seller wishes to sell and convey the entirety of said
property to District, and District wishes to purchase said property
upon the terms and conditions set forth herein.
NOW, THEREFORE, IT IS MUTUALLY UNDERSTOOD AND AGREED as follows :
1 . Purchase and Sale . Seller agrees to sell to District and
District agrees to purchase from Seller, Seller ' s real property
located within an unincorporated area of the County of Santa Clara,
State of California, containing approximately three hundred twenty
eight and eighty three one hundredths (328 . 83) acres, more or less,
and commonly referred to as Santa Clara County Assessors Parcel
Number 562-06-011 . Said property being further described in the Legal
Description attached to Preliminary Title Report number 7260109 from
Gateway Title Company, a copy of said preliminary title report
attached hereto as Exhibit "A", and incorporated herein by this
reference . Said property to be conveyed together with any easements,
rights of way, or rights of use which may be appurtenant or
attributable to the aforesaid lands, and any and all improvements
Purchase Agreement - Mc Enaney et al . Page 3
(i) The required Certificate of Acceptance for the Grant
Deed, duly executed by District and to be dated as of the Closing.
(ii) District ' s check payable to Escrow Holder in the amount
of Five Hundred Ten Thousand and No/100 Dollars ($510, 000 . 00) .
(e) Seller shall pay for the escrow fees, the CLTA Standard
Policy of Title Insurance, if required by District, and all recording
costs and fees . All other costs or expenses not otherwise provided
for in this Agreement shall be apportioned or allocated between
District and Seller in the manner customary in Santa Clara County .
All current property taxes on the Property shall be handled in
accordance with Section 4986 of the Revenue and Taxation Code of the
State of California .
(f) Seller shall cause Gateway Title Company, or other title
company acceptable to District and Seller, to be prepared and
committed to deliver to District a CLTA standard coverage Policy of
Title Insurance, dated as of the Closing, insuring District in the
amount of ($510, 000 . 00) for the Property showing title to the
Property vested in fee simple in District, subject only to: (i)
current real property taxes, and (ii) such additional title
exceptions as may be approved in writing by District prior to the
closing as determined by District in its sole and absolute
discretion .
(g) Escrow Holder shall, when all required funds and
instruments have been deposited into the escrow by the appropriate
parties and when all other conditions to Closing have been fulfilled,
cause the Grant Deed and attendant Certificate of Acceptance to be
recorded in the Office of the County Recorder of Santa Clara County .
Upon the Closing, Escrow Holder shall cause to be delivered to
District the original of the policy of the title insurance if
required herein, and to Seller Escrow Holder' s check for the full
purchase price of the Subject Property (less Seller' s portion of the
expenses described in Section 3 (e) ) , and to District or Seller, as
the case may be, all other documents or instruments which are to be
delivered to them. In the event the escrow terminates as provided
herein, Escrow Holder shall return all monies, documents or other
things of value deposited in the escrow to the party depositing the
same .
4 . Rights and Liabilities of the Parties in the Event of
Termination . In the event this Agreement is terminated and escrow is
cancelled for any reason, all parties shall be excused from any
further obligations hereunder, except as otherwise provided herein .
Upon any such termination of escrow, all parties hereto shall be
of
Purchase Agreement Mc Enaney et al . Page 4
jointly and severally liable to Escrow Holder for payment of its
title and escrow cancellation charges (subject to rights of
subrogation against any party whose fault may have caused such
termination of escrow) , and each party expressly reserves any other
rights and remedies which it may have against any other party by
reason of a wrongful termination or failure to close escrow.
5 . Leases or Occupancy of Premises . Seller warrants that there
exist no oral or written leases or rental agreements affecting all or
any portion of the Subject Property. Seller further warrants and
agrees to hold District free and harmless and to reimburse District
for any and all costs, liability, loss, damage or expense, including
costs for legal services, occasioned by reason of any such lease or
rental agreement of the Property being acquired by District,
including, but not limited to, claims for relocation benefits and/or
payments pursuant to California Government Code Section 7260 et sea.
Seller understands and agrees that the provisions of this paragraph
shall survive the close of escrow and recordation of any Grant
Deed(s) .
6 . Seller ' s Re]2resentations and Warranties . For the purpose of
consummating the sale and purchase of the Property in accordance
herewith, Seller represents and warrants to District that as of the
date this Agreement is fully executed and as of the date of Closing:
6 . 01 Authority. Seller has the full right, power and authority
to enter into this Agreement and to perform the transactions
contemplated hereunder .
6 . 02 Valid and Binding Agreements . This Agreement and all other
documents delivered by Seller to District now or at the Closing have
been or will be duly authorized and executed and delivered by Seller
and are legal, valid and binding obligations of Seller sufficient to
convey to District the Subject Property described therein, and are
enforceable in accordance with their respective terms and do not
violate any provisions of any agreement to which Seller is a party or
by which Seller may be bound or any articles, bylaws or corporate
resolutions of Seller .
6 . 03 Good Title . Seller has and at the Closing date shall have
good, marketable and indefeasible fee simple title to the Subject
Property and the interests therein to be conveyed to District
hereunder, free and clear of all liens and encumbrances of any type
whatsoever and free and clear of any recorded or unrecorded option
rights or purchase rights or any other right, title or interest held
by any third party except for the exceptions permitted under the
Purchase Agreement - Mc Enaney et al . Page 5
express terms hereof, and Seller shall forever indemnify and defend
District from and against any claims made by any third party which
are based upon any inaccuracy in the foregoing representations .
7 . *Integrity of Property . Except as otherwise provided herein or
by express written permission granted by District, Seller shall not,
between the time of Seller' s execution hereof and the close of
escrow, cause or allow any physical changes on the Property. Such
changes shall include but not be limited to grading, excavating or
other earthmoving activities, cutting or removing trees, shrubs,
brush or other vegetation, and damaging or demolition of improvements
or structures on the Property.
8 . Hazardous Substances . "Hazardous substance" as used herein
means and includes polychlorinated biphenyls (PCB' s) , benzene,
asbestos or any other substance the placement, storage or removal of
which is prohibited or regulated by federal, state or local law.
(a) Seller warrants and represents that :
(i) During Seller ' s ownership of the Property Seller has not
placed or stored or allowed to be placed or stored any hazardous
substance on the Property.
(ii) Seller has no knowledge of the presence on the Property
of any hazardous substance, whenever or however placed or stored.
(b) If hazardous substances are subsequently found to exist on
the Property, District may exercise its right to bring an action if
necessary to recover cleanup costs from Seller or any other person or
persons who are ultimately determined to have responsibility for the
hazardous substances on the Property. However, under no circumstances
shall Seller be held liable for costs other than those incurred in
the cleanup of the hazardous substances resulting from Seller ' s
ownership and operation of the property .
9 . Waiver of Statutory Compensation . Seller and District
understand and agree that Seller may be entitled to receive the fair
market value of the Property described in Exhibit "A", as provided
for by the Federal Uniform Relocation Assistance and Real Property
Acquisition Act of 1970 (Public Law 91-646) the Uniform Relocation
Act Amendments of 1987 (Public Law 100-17) , Title IV of the Surface
Transportation and Uniform Relocation Assistance Act of 1987 (101
Statutes, 246-256) , and California Government Code Section 7267, and
following. Seller hereby waives any and all existing and/or future
rights Seller may have to the fair market value of said Property,
Purchase Agreement - Mc Enaney et al . Page 6
appraisals, etc. , as provided for by said Federal Law and any
corresponding California Government Code Sections .
10 . Miscellaneous Provisions .
10 . 01 Choice of Law. The internal laws of the State of
California, regardless of any choice of law principles, shall govern
the validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties .
10 . 02 Attorneys ' Fees . If either party hereto incurs any
expense, including reasonable attorneys ' fees, in connection with any
action or proceeding instituted by reason of any default or alleged
default of the other party hereunder, the party prevailing in such
action or proceeding shall be entitled to recover from the other
party reasonable expenses and attorneys ' fees in the amount
determined by the Court, whether or not such action or proceeding
goes to final judgment . In the event of a settlement or final
judgment in which neither party is awarded all of the relief prayed
for, the prevailing party as determined by the Court shall be
entitled to recover from the other party reasonable expenses and
attorneys ' fees .
10 . 03 Amendment and Waiver. The parties hereto may by mutual
written agreement amend this Agreement in any respect . Any party
hereto may : (i) extend the time for the performance of any of the
obligations of the other party; (ii) waive any inaccuracies in
representations and warranties made by the other party contained in
this Agreement or in any documents delivered pursuant hereto; (iii)
waive compliance by the other party with any of the covenants
contained in this Agreement or the performance of any obligations of
the other party; or (iv) waive the fulfillment of any condition that
is precedent to the performance by such party of any of its
obligations under this Agreement . Any agreement on the part of any
party for any such amendment, extension or waiver Must be in writing.
10 . 04 Rights Cumulative . Each and all of t*he various rights,
powers and remedies of the parties shall be considered to be
cumulative with and in addition to any other rights, powers and
remedies which the parties may have at law or in equity in the event
of the breach of any of the terms of this Agreement . The exercise or
partial exercise of any right, power or remedy shall neither
constitute the exclusive election thereof nor the waiver of any other
right, power or remedy available to such party.
Purchase Agreement - Mc Enaney et al . Page 7
10 . 05 Notices . Whenever any party hereto desires or is
required to give any notice, demand, or request with respect to this
Agreement (or any Exhibit hereto) , each such communication shall be
in writing and shall be deemed to have been validly served, given or
delivered at the time stated below if: (i) deposited in the United
States mail, registered or certified and return receipt requested,
with proper postage prepaid; or (ii) delivered by Federal Express or
other private messenger, courier or other delivery service; or (iii)
sent by facsimile transmission by telex, telecopy, telegraph or cable
or other similar electronic medium, addressed as indicated as
follows :
Seller : Linda C . Johnson, John D . Mc Enaney and Margaret R.
Mc Enaney, and John T. Huntzinger
c/o Joe Beatty Real Estate- (Gary Beck)
7172 Anjou Creek Circle
San Jose, CA 95120
(4 08) 2 68-4 0 62
FAX: (408) 927-0225
District : Midpeninsula Regional Open Space District
Old Mill Office Center
Building C, Suite 135
201 San Antonio Circle
Mountain View, CA 94040
Attn : Herbert Grench, General Manager
(4 15) 94 9-55 00
Fax: (415-949-5679)
Copy To: Stanley R. Norton, Esq.
407 Sherman Avenue
Palo Alto, CA 94306
(4 15) 32 4-13 6 6
Fax: (415-327-9151)
If sent by telegraph, cable, telecopy or other facsimile
transmission, a conformed copy of such notice shall be sent by mail
(in the manner provided above) to the addressee . Service of any such
communication made only by mail shall be deemed complete on the date
of actual delivery as indicated by the addressee ' s registry or
certification receipt or at the expiration of the third (3rd)
business day after the date of mailing, whichever is earlier in time .
Any party may change its address for such communications by giving
notice thereof to the other parties in conformity with this Section.
Nothing contained in this Section or otherwise in this Agreement
shall excuse any party from giving oral telephonic notice when prompt
Purchase Agreement - Mc Enaney et al . Page 8
notification is appropriate, but any oral telephonic notice which is
so given shall not satisfy the requirement of written notice as
specified in this Section. The foregoing provisions regarding the
giving of notice by any party shall be applicable to all notices
given hereunder or under any of the Exhibits hereto .
10 . 06 Severability. If any of the provisions of this Agreement
are held to be void or unenforceable by or as a result of a
determination of any court of competent jurisdiction, the decision of
which is binding upon the parties, the parties agree that such
determination shall not result in the nullity or unenforceability of
the remaining portions of this Agreement . The parties further agree
to replace such void or unenforceable provisions which will achieve,
to the extent possible, the economic, business and other purposes of
the void or unenforceable provisions .
10 . 07 Counterparts . This Agreement may be executed in separate
counterparts, each of which shall be deemed as an original, and when
executed, separately or together, shall constitute a single original
instrument, effective in the same manner as if the parties had
executed one and the same instrument .
10 .08 Waiver . No waiver of any term, provision or condition of
this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or be construed as, a further or
continuing waiver of any such term, provision or condition or as a
waiver of any other term, provision or condition of this Agreement .
10 .09 Entire Agreement . This Agreement is intended by the
parties to be the final expression of their agreement; it embodies
the entire agreement and understanding between the parties hereto; it
constitutes a complete and exclusive statement of the terms and
conditions thereof, and it supersedes any and all prior
correspondence, conversations, negotiations, agreements or
understandings relating to the same subject matter.
10 . 10 Time of Essence . Time is of the essence of each provision
of this Agreement in which time is an element .
10 . 11 Survival of Covenants . All covenants of District or
Seller which are expressly intended hereunder to be performed in
whole or in part after the Closing, and all representations and
warranties by either party to the other, shall survive the Closing
and be binding upon and inure to the benefit of the respective
parties hereto and their respective heirs, successors and permitted
assigns .
Purchase Agreement - Mc Enaney et al . Page 9
10 . 12 Assignment . Except as expressly permitted herein, neither
party to this Agreement shall assign its rights or obligations under
this Agreement to any third party without the prior written approval
of the other party.
10 . 13 Further Documents and Acts . Each of the parties hereto
agrees to execute and deliver such further documents and perform such
other acts as may be reasonably necessary or appropriate to
consummate and carry into effect the transactions described and
contemplated under this Agreement .
10 . 14 Binding on Successors and Assigns . This Agreement and
all of its terms, conditions and covenants are intended to be fully
effective and binding, to the extent permitted by law, on the
successors and permitted assigns of the parties hereto .
10 . 15 Broker' s Commission . District shall not be responsible
for any real estate commission or other related costs or fees in this
transaction . Seller agrees to and does hereby indemnify and hold
District harmless from and against any and all costs, liabilities,
losses, damages, claims, causes of action or proceedings which may
result from any broker, agent or finder, licensed or otherwise,
claiming through, under or by reason of the conduct of Seller in
connection with this transaction.
10 . 16 Like Kind Exchange. District understands that Sellers
may intend to effect a like kind exchange (including the possibility
of a simultaneous or a delayed "Starker" exchange) , pursuant to
Section 1031 of the Internal Revenue Code, of the Property for other
Property to be designated by Seller . District agrees to cooperate
with Seller to effect such exchange by performing all acts necessary
therefor, excluding, without limitation, taking title to the exchange
property; provided, however, that District shall not be obligated to
incur any additional expense in connection with the performance of
its obligations under this Section 10 . 16 .
10 . 17 Captions . Captions are provided herein for convenience
only and they form no part of this Agreement and are not to serve as
a basis for interpretation or construction of this Agreement, nor as
evidence of the intention of the parties hereto .
10 . 18 Pronoun References . In this Agreement, if it be
appropriate, the use of the singular shall include the plural, and
the plural shall include the singular, and the use of any gender
shall include all other genders as appropriate .
Purchase Agreement Mc Enaney et al . Page 10
11 . Acceptance . Provided that this Agreement is signed by Seller
and returned to District on or before July 17, 1992 District shall
have until midnight October 14, 1992 to accept and execute this
Agreement and during said period this instrument shall constitute an
irrevocable offer by Seller to sell and convey the Property to
District for the consideration and under the terms and conditions
herein set forth. As consideration for the tender of said offer,
District has paid and seller acknowledges the receipt of the sum of
Ten Dollars ($10 . 00) . Provided that this Agreement is accepted by
District, this transaction shall close as soon as practicable in
accordance with the terms and conditions set forth herein .
Purchase Agreement - Mc Enaney et al . Page 11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be 0.xecuted by their duly authorized officers to be effective as of
the date of final execution by District in accordance with the terms
hereof.
MIDPENINSULA REGIONAL SPACE SELLER
DISTRICT
0
L�
c
APPROVED AS TO FORM: Linda C . Joh
.� Date :
Stanley Non, 'DistrictC' ounsel
ACCEP OR RECOMMENDATION :
John Mc Enaney
L. Crai Britton, R/W Date :
Land Acquisition Manager --�-
�1
APPROVED AND ACCEPTED :
Mc ey
President, Board of Directors Date :
ATTEST : T
John T. Huntzinger j
District Clerk
Date :
Date.
I
Open Space
------------------------
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
R-94-138
Meeting 94-32
December 14, 1994
AGENDA ITEM
Proposed Addition of DeAnza Investments Property to theSereno Open Space Preserve
GENERAL MANAGER'S RECOMMENDATION
1. Adopt the attached resolution authorizing acceptance of the gift of the DeAnza
Investments property.
2. Tentatively adopt the Preliminary Use and Management Plan recommendations
contained in this report, including naming the DeAnza Investments property as an
addition to the El Sereno Open Space Preserve.
3. Indicate your intention to withhold the property from dedication as public open space
at this time.
DESCRIPTION (See attached map)
The one-half acre DeAnza Investments property consists of four lots in the Vista Grande
subdivision on Montevina Road. The property is bounded by Montevina Road and District
land acquired from Santa Clara County in 1991. The DeAnza Investments partners, Mr.
and Mrs. Gordon Call, desire to make a gift of their property to the District.
The property is generally steep, populated with chaparral. There are no structures on the
property, and a steep and generally unusable dirt road has been cut to give access from
Montevina Road on the uphill side of the property.
USE AND MANAGEMENT PLAN
Planning Considerations
The property is in the unincorporated area of Santa Clara County, within District boundaries.
The property is rated medium to high on the District's Master Plan. Acceptance of this gift
will further our goal of creating an open space corridor linking Lexington Reservoir County
Park with El Sereno Open Space Preserve.
330 Distel Circle • Los Altos, California 94022-1404 • Phone:415-691-1200 • FAX: 415-691-0485
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Winn de Wit
General Manager:L.Craig Britton
R-94-138 Page two
Preliminary Use and Management Plan Recommendation
Dedication: Indicate your intention to withhold the property from dedication as public open
space at this time.
Name: Name the property as an addition to the El Sereno Open Space Preserve.
Prepared by:
Merwin A. Mace, Acquisition Consultant
Contact person:
L. Craig Britton, General Manager
MMPF.11,MSMA REGIONAL OPEN SPACE DISTRICT
El Sereno Open Space Preserve
NOTE:
TRAIL DISTANCE
IN MILES
11
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PROPOSED ACQUISITI
INVESTMENTS
ST. JOSEPH'S HILL
OPEN SPACE PRESERVE
LOCATIONtih
MAP
PROPOSED ADDITION TO
LEXIN( RESERVOIR..
EL S E R E N O OPEN SPACE PRES E
C
144 OUNTY PARK
•
DEC 1994 .
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SOOIf PAGC rwP e s - n l w � 544 5
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aS 7� SPACE e e F • �.. .Y e?r` ..�
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PROPOSED ACQUISITION —
DEANZA INVESTMENTS03
PROPERTY 1 .: '-`,-
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LEGEND
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HO.S.428//S816 )f o+ )w,/. u<"♦ r♦)wiw
DEC 1994
SITE MAP
PROPOSED ADDITION TO
EL SERENO OPEN SPACE PRESERVE
RESOLUTION NO.
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
ACCEPTING GIFT OF REAL PROPERTY AND
AUTHORIZING EXECUTION OF CERTIFICATE OF
ACCEPTANCE WITH RESPECT THERETO (EL SERENO
OPEN SPACE PRESERVE - LANDS OF DEANZA
INVESTMENTS)
The Board of Directors of the Midpeninsula Regional Open Space District does
resolve as follows:
Section One. The Board of Directors of the Midpeninsula Regional Open
Space District does hereby accept, with gratitude, the gift of real property described on
Exhibit A, affixed hereto and by this reference made a part hereof, and to be conveyed by
Gift Deed from DeAnza Investments to the Midpeninsula Regional Open Space District.
Section Two. The President of the Board or other appropriate officer is
authorized to execute a Certificate of Acceptance for said Gift Deed conveying title to the
property being donated to the District.
Section Three. The General Manager of the District shall cause to be given
appropriate notice to the donors of the acceptance of the gift. The General Manager further
is authorized to execute any and all other documents necessary or appropriate to the
transaction.
EXHIBIT A
LEGAL DESCRIPTION
All that real property in the County of Santa Clara, State of California, described as Lots 2,
5, 6, and 8 inclusive in Block F, as shown on that certain Map entitled, "Map No. 1 of Vista
Grande", and which Map was filed for record in the office of the Recorder of the County of
Santa Clara, State of California, on July 24, 1926 in Book "V" of Maps, at pages 14 and 15.
Together with a right to the water for domestic purposes for the springs situated upon a part
of the Southwest Quarter of Section 29, Township 8 South, Range 1 West, M.D.B.&M.
APNs: 544-05-025
544-05-027
544-05-029
i
Open Space
-------------------------
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
R-94-128
Meeting 94-32
December 14, 1994
AGENDA ITEM
Proposed Addition of Veal Property to the Mt. Umunhum Area of Sierra Azul Open Space
Preserve
GENERAL MANAGER'S RECOMMENDATIONS
1. Adopt the attached resolution accepting a gift of the Veal property. I
l
2. Tentatively adopt the Preliminary Use and Management Plan recommendations
contained in this report, including naming the Veal property an addition to the Mt.
Umunhum Area of Sierra Azul Open Space Preserve.
3. Indicate your intention to withhold the property from dedication as public open space
at this time.
DESCRIPTION (see attached map,)
I
The Veal property consists of forty lots in the "paper" subdivision of Hacienda Park,
comprising about one-fifth acre. Fully ninety percent of the surrounding lots in the
subdivision are owned by Santa Clara County, acquired through tax delinquency, similar to
Redwood Park adjacent to Purisima Creek Redwoods Open Space Preserve in San Mateo
County. The subdivision abuts the northerly boundary of the former Laurie property, which
the District acquired in 1989 (see report R-89-17 dated January 18, 1989). Mrs. Almarie
Veal desires to make a gift of her property to the District.
The property is in the upper hillsides of the Herbert Creek watershed and has steep chaparral
slopes with Douglas fir scattered in the drainages. Views of Mt. Umunhum and Almaden
Reservoir are possible from selected locations in the subdivision, and an existing fire road
could provide a valuable trail in the future.
USE AND MANAGEMENT PLAN
Planning Considerations
The property is in the unincorporated area of Santa Clara County; adjacent property is rated
as having moderate to high composite open space values in the District's Open Space Master
Plan. The property is important in terms of potential outdoor recreation, and strategic in
positioning the District to assume stewardship responsibility for the balance of Hacienda
i Heights from Santa Clara County. The County has indicated an interest in transferring this
330 Distel Circle • Los Altos, Cal it 94022-1404 Phone: 415-691-1200 • FAX: 415-691-0485
II Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
R-94-128 Page 2
property to the District.
Preliminary Use and Management Plan Recommendation
Dedication: Indicate your intention to withhold the property from dedication as public open
space at this time.
Name: Name the property as an addition to the Mt. Umunhum area of the Sierra Azul
Open Space Preserve.
Prepared by:
Merwin A. Mace, Acquisition Consultant
Contact person:
L. Craig Britton, General Manager
� •�j� �• ' � �•�l RY� it v {5���� M � %�~ �~ � . :.�°�0 ,•;✓� s Y t.
� l
XV
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i
A, �)'A •.2 ,f1 7QM 61'.
HACIENDA PARK
1 •
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aw
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1711,
1�_ i \ yy'„1±� ���� +Rf� �, �/ �F�,�aw.t s?�"`�• �.':,� � .t'iik'�� C:�'�',Y•°�•\j� iE��./�f t'� 1,�� !� Ir d�•:�;`::-,A ?, 1,1/r' >7i� 6i.rk ,a/�G���n.../��y �4.k��•IA ib' a �� q�/ � ��J�� ,jj 'Fi rp.
ON
. �
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• r 5� I s C 7 N.
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• • • S- A +� w ..t, N{ C"• f•- r. r r toff. �•'l•!�!%/
ye
f�t1t yo4 `�` • ,. t��ti.a �i+�`laT :talaRr 3 +E
RESOLUTION NO.
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
ACCEPTING GIFT OF REAL PROPERTY AND
AUTHORIZING EXECUTION OF CERTIFICATE OF
ACCEPTANCE WITH RESPECT THERETO (SIERRA AZUL
OPEN SPACE PRESERVE - LANDS OF VEAL)
The Board of Directors of the Midpeninsula Regional Open Space District does resolve as
follows:
Section One. The Board of Directors of the Midpeninsula Regional Open
Space District does hereby accept, with gratitude, the gift of real property described on
Exhibit A, affixed hereto and by this reference made a part hereof, and to be conveyed by
Grant Deed from A?maneStewart Veal to the Midpeninsula Regional Open Space District.
Section Two. The President of the Board or other appropriate officer is
authorized to execute a Certificate of Acceptance for said Gift Deed conveying title to the
property being donated to the District.
Section Three. The General Manager of the District shall cause to be given
appropriate notice to the donors of the acceptance of the gift. The General Manager further
is authorized to execute any and all other documents in escrow necessary or appropriate to
the closing of the transaction.
EXHIBIT A
LEGAL DESCRIPTION
All that real property in the County of Santa Clara, State of California, described as
Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 41, 42, 43, 44, 45, 46, 47, 48, 49, and 50 of Block 58;
Lot 5 of Block 40; and Lots 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 18, 19, 20, 21, 22,
and 23 of Block 42, Official Map of Hacienda Park, filed in the office of the Recorder of
Santa Clara County, California on the 3rd day of July 1909, in Book M of Maps, at page 68.
APN: 562-25-007, -015, & -052
Open Space
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
R-94-136
Meeting 94-32
December 14, 1994
AGENDA ITEM
Dedication Status of District Lands
GENERAL MANAGER'S RECOMMENDATION
Adopt the attached Resolution Dedicating Interests in Certain District Lands for Public Open
Space Purposes.
Introduction: In accordance with the Board's Dedicated Lands Policy as last amended
January 22, 1986 (see report R-86-03 dated January 13, 1986), an annual report indicating
the status of District lands as dedicated or undedicated is to be presented to you in December
of each year. According to this policy, "Normally, undedicated lands within the District's
boundaries will be held for future dedication to park or open space, or both, purposes, but
only after the necessary planning, boundary adjustments, provision for permanent access and
other changes in configuration, which may involve the disposal or exchange of interests in all
or portions of such lands, have been completed." Dedications are usually made in December
on the basis of the annual report.
During the year, part of the use and management planning decisions the Board makes for
specific parcels and preserves is whether to indicate by motion an intention to dedicate
certain interests in land, such as fee title or open space or trail easements. Note that
although a motion of intent to dedicate might be adopted when the Preliminary Use and
Management Plan for a new acquisition is approved, this does not mean that the parcel would
necessarily be dedicated the following December. That is because it is usually prudent to
wait until the Comprehensive, or at least Interim, Use and Management Plan for the entire
preserve is adopted or reviewed.
Since it might benefit the program of the District at some future time to apply development
density credits from dedicated District land to other lands, dedication of these credits is not
now normally included at the time of the annual dedications. The idea behind withholding
potential density credits from dedication, while dedicating the land itself for public open
space purposes, is that these credits may represent an asset of the District which may be of
substantial value in the future. The credits might be used for transfer to private property,
potentially increasing the allowed development density on that property. This might be done
in connection with a joint development application with the private party. In exchange, some
of that property might be permanently preserved or the District might receive a cash payment
which could be used for purchase of open space in another location. Joint development plans
and transfer of development rights are, of course, subject to approval of the city or county in
which the land lies. A further rationale is that the District, in asserting its potential right to
330 Distel Circle • Los Altos, California 94022-1404 • Phone: 415-691-1200 • FAX: 415-691-0485
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
General Manager:L.Craig Britton
R-94-136 Page 2
use these credits, may be able to counter proposals to increase allowed development densities
that are based on the argument that the potential development which the District is precluding
by buying open space can be put somewhere else in the hillsides. Since the District has, in
effect, paid for this density we can argue that the District, if anyone, should benefit. During
a previous legislative session in Sacramento, the District sponsored changes to the District's
enabling legislation that would state explicitly that potential density credits are not lost when
land is dedicated. The bill passed the Assembly, but did not receive final action in the
Senate before adjournment. This legislation was not reconsidered since that session because
of more pressing legislative issues.
Status Summary: Table 1 gives a summary of the dedication status of District preserves and
preserve subareas. Only those parcels for which transactions have closed and title has passed
to the District on or before December 6, 1994 are included. The interest in land that the
District holds, i.e., fee title, an easement, or lease, is listed for each area. Rights of first
refusal and/or reversions to the District are not included. The District owns 36,330 acres of
land rights, 33,355 acres in fee and 2,975 acres in lesser interests. The District added 573
acres of land rights to its holdings since December 3, 1993.
Recommended Dedications:
Rancho San Antonio Open Space Preserve. The Vidovich (former Sugden) property,
containing 3.486 acres was acquired at 75% of fair market value as a part of the overall
former Neary property acquisition. There was a formal intent to dedicate the property in the
preliminary Use and Management Plan, and it should be formally dedicated at this time as is
all of the surrounding District lands.
You accepted a no cost transfer of a conservation easement over 10 acres of land surrounding
g
the former Duveneck house from the Trust for Hidden Villa. While there was no expression
of intent at the time, all of the conservation easements on the surrounding lands of Hidden
Villa are dedicated and this easement should be included.
St. Joseph's Hill Open Space Preserve. The District acquired .784 acres from the California
Province of the Society of Jesus (Novitiate) in Los Gatos to reopen the historic "Jones Road"
trail. There was an expressed intent to dedicate this property at the time of acquisition and
the trail construction is now complete. This area was also recommended for dedication in
the comprehensive Use and Management Plan.
The 2.86-acre flume right-of-way acquired from San Jose Water Company was also
recommended for dedication in the comprehensive Use and Management Plan. It is hoped
that the portion of the flume right of way adjacent to the Town park will eventually be
transferred to Los Gatos. However, this can be accomplished even if the property is
dedicated, as the Town's use will be compatable park use.
I
R-94-136 Page 3
Coal Creek Open Space Preserve. The 100-acre former Bach (POST) propety was approved
for dedication in the comprehensive Use and Management Plan and should now be formally
dedicated.
I
The 6.73-acre former Simmons property was also recommended for dedication in the
comprehensive Use and Management Plan.
i
Skyline Ridge QMn Space Preserve. The District acquired .78 acres of land from the
Fowkes for the Bay Area Ridge Trail connection between Skyline Ridge and Long Ridge
Open Space Preserves. Since this is a grant project, it should be dedicated at this time.
Sierra Azul Open Space Preserve - Kennedy Limekiln Area. The 98.34-acre former Moeller
propety and the 30-acre former Evatt property are surrounded by dedicated land and contain
portions of the Bay Area Ridge Trail and should be dedicated at this time.
Russian Ridge Open Space Preserve. 32.34 acres of the Norton property were acquired
mainly for continuation of the Bay Area Ridge Trail which has now been constructed.
Therefore, this property should be formally dedicated at this time.
Dedications Not Currently Recommended:
There are two parcels designated for eventual dedication for which the Use and Management
Plans have been reviewed since acquisition. The first is the 10-acre former Struggle
Mountain parcel on Page Mill Road and is not being recommended for dedication at this time
since it is still an isolated parcel. The second is the 54-acre former Bullis property, now part
of Skyline Ridge Open Space Preserve. The 12-acre leasehold interest in that parcel
continues to be under foreclosure. It seems prudent to wait awhile, since a mutually
beneficial boundary adjustment might be made with a new lessee of the developed area.
mm : Of the 36,330 acre total of interests in land 23,835 acres are dedicated 65.6%
and 12,495 acres are undedicated (34.4%). Upon adoption of the resolution dedicating
r 291.32 additional acres, 24,126 acres (66.4%) of these District rights in land would be
dedicated. Of the undedicated lands, 62.9% are in the Sierra Azul Open Space Preserve.
Prepared by:
L. Craig Britton, General Manager
Contact person:
Same as above
i
i
E_
File: Run Date: Table 1. DEDICATION STATUS SUMMARY
.1--
-- 06-Dec-94 -- — --- - --
( Acres Acres Acres Acres Acres Acres Acres Ages Acres z
31
ri _ _ Acres Acres Acres Fee Easement Easement Easement Easement Fee, Ease- Fee, Ease- Fee, Ease- Fee, Ease- 4
Fee Fee Fee Dedicated t L Lease i Lease - i Lease i Lease ien� eacFT a ment &Lease sent T Lease sent Lease 5
r Preserve Area Dedicated Undedicated Intended Undedicated Dedicated Undedicated Intended Ded. i Unded. Dedicated Undedicated Intended Ded. d Unded.
7 Briggs Creek 0 1 0 1 0 0 0 0 0 1 0 9
o Coal Creek 3% 107 107 493 0 0 0 0 386 107 107 493 °'
s Edgewood County Park 0 0 0 0 468 0 0 - 468 468 0 0 468 z
10 E1 Corte de Madera Creek 278E 4 0 2792 0 0 0 0 2788 4 0 �nS2 3
1 El Sereno ION 101 0 1111 0 1 0 1 1010 101 0 1112
Foothills 201 10 0 211 0 0 0 0 201 10 0 211
Fremont Older 735 0 0 735 0 4 - _0 4 -735__--_ 4 - 0 739 ----
G.G.N.R.A. 0 0 0 0 0 544 544 544 0 544 544 544 C
La Honda Creek 47 1995 558 2043 0 0 _ 0 0 47 1995 558 2043
16 Long Ridge 1024 335 281 1358 0 13 - 0 13 1 34� �8� T372- z•.
17 Los Trancos 274 0 0 274 0 0 0 0 274 0 0 274 z!'
e Monte Bello 'Monte Bello' 2631 101 61 2733 _ 0 25 25 25 2631 126 86 2758 � o
19 Monte Bello Picchetti Ranch i 308 0 0 308 0 0 0 0
zc Monte Bello (All) (2939) (101) (61) (3041) (0) (25) (25) (25) (2939) (126) (86) (3066) `(,
z
zt ]gai Ridge 293 0 0 293 0 0 0 0 293 0 _ 0 293
Purisima Creek Redwoods - -_---- - 2543 80 77 2623 --- U----- 10 - -- - V- 10 2543 B9 -. 77 2633
Rancho San Antonio 2050 89 8 2139 1485 10 10 1495 35M 99 18 3634
Ravenswood 274 0 0 274 98 1 0 99 372 1 0 373 ,.�
Russian Ridge 1495 al 32 1580 0 0 0 0 1499 81 32 1580
e Saratoga Gap 452 2% 0 SIB 2 0 0 2 454 206 0 701 3;
Sierra Azul Cathedral Oaks 163 1160 33, 1323. 0 9 0 9 163 1169 33 1332 c
6 Sierra Azul Kennedy Limekiln 2112 318 43 2431 68 5 5 73 2181 323
C s Sierra Azul Mt. Umunhum 142 6152 52 6294 0 20 0 20 142 6172 52 6314 y{
Sierra Azul 'Summit Road' 0 0 0 0 0 20 0 20 0 20 0 20
Sierra Azul (All) (2417) (7630) (127) (10048) (68) (54) (5) 1122) ---(2486) (7684) (132) (10170)
L 'zt Skyline Ridge 1119' 413 1 1532 81 0 0 81 1200 413 1 1613
3: -_ Stevens'Creek=Shoreline - 54 0 0 54 _i 1 0 0 1 55 0 0 55 t_1 I++
a St. Joseph's Hill 170 4 4 174 94 ---- 0 -- -- 0 -- 94-- 264 4 4 268
35 Teague Hill 0 624 0 624 0 0 0 0 0 624 0 624
6 _ Thornewood _ 87 40 0 127 5 10 0 15_ 92 50 0 141
Windy Hill 1129 2 0 1131 0 1 0 -! 1129- 3 0 1132
All —_ 215M 1IB23 1255 33355 2" 673 584 2975 23B35 12495 1834 36330 s-
5_
^Includes only those interests acquired (title or lease recorded or unrecorded lease fully executed) on or before: 06-Dec-94
Note: All entries rounded to nearest acre after summations.
8
7j _-- -
jSCI - t
RESOLUTION NO.
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
DEDICATING INTERESTS IN CERTAIN DISTRICT LANDS
FOR PUBLIC OPEN SPACE PURPOSES
The Board of Directors of the Midpeninsula Regional Open Space District does hereby
resolve as follows:
Section 1. Pursuant to Resolution No. 86-6, the Board of Directors does hereby
dedicate for public open space purposes (pursuant to Public Resources Code Section
5540) the interests in land held by the District shown herein, except for possible
development rights which might be transferred to or for the benefit of other lands.
INTERESTS IN LAND TO BE DEDICATED
(EXCEPT FOR POTENTIAL DENSITY CREDITS)
Board
Approval Closing Property
Preserve/Area Grantor Date Date Acreage Interest
Rancho San Antonio Vidovich 12/15/93 01/14/94 3.486 Fee
Rancho San Antonio Trust for 01/12/94 03/04/94 10.000 Easement
Hidden Villa
St. Joseph's Hill Calif Prov. 07/27/94 08/26/94 0.784 Fee
of Soc. of Jesus
St. Joseph's Hill San Jose 10/08/86 10/17/86 2.860 Fee
Water Co.
Coal Creek Bach (POST) 02/24/88 08/18/88 100.000 Fee
Coal Creek Simmons 12/09/87 12/11/87 6.730 Fee
Skyline Ridge Fowkes 02/09/94 06/07/94 0.780 Fee
Sierra Azul Moeller 11/17/93 12/01/93 98.340 Fee
Kennedy-Limekiln
Sierra AzuI Evatt 11/17/93 12/01/93 36.000 Fee
Kennedy-Limekiln
Russian Ridge Norton 09/22/93 02/06/93 32.340 Fee
Open Spacc
1
R-94-132 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 94-32
December 14, 1994
AGENDA ITEM
Certification of Election Results for Wards 1, 2, and 6 w
id, Administration of Oath of Office
GENERAL MANAGER'S RECOMMENDATION
Determine and accept the certified election results from the Registrars of Voters for Santa
Clara and San Mateo Counties to be the final results of the election and declare Peter
Siemens (Ward 1), Mary Davey (Ward 2), and Betsy Crowder (Ward 6) elected to the office
of Director, Board of Directors, Midpeninsula Regional Open Space District.
Authorize the secretary of the District to issue certificates of election to Directors Siemens,
Davey, and Crowder.
DISCUSSION
Section 5532 of the District's enabling legislation calls for the directors of the District to
meet and determine election results and declare the candidates elected. The grand total
certified election results from the Registrars of Voters for Santa Clara and San Mateo
Counties are attached. Breakdowns of the election results by precinct are available at the
District office for public inspection.
The secretary of the District is to issue certificates of elections immediately following the
determination of the result of the election.
The oath of office will be administered by the acting district clerk at your December 14
meeting to Directors Siemens and Crowder. Director-elect Davey is not able to attend the
December 14 meeting and her oath will be administered by the clerk separately. Director
Davey's term as Director, Ward 2, commences on January 2, 1995, the first Monday after
the first day of January next following the election.
Prepared by:
Jean Fiddes, District Clerk
Contact person:
Deirdre Dolan, Acting District Clerk
330 Distel Circle • Los Altos, California 94022-1404 • Phone: 415-691-1200 • FAX:415-691-0485
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
CERTIFICATE OF ELECTION RESULTS
STATE OF CALIFORNIA
) ss.
County of Santa Clara
1, Dwight M. Beattie, Registrar of Voters of the County of Santa Clara, State
of California, do hereby certify that at the GENERAL ELECTION held on November 8,
1994, and consolidated therewith, a GENERAL DISTRICT ELECTION was held in the
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT for the purpose of electing two
members of the Board of Directors of said District;
That the results of said Election were canvassed by the Office of the Santa
Clara County Registrar of Voters in accordance with applicable provisions of the
Elections Code; and,
That the Statement of Votes Cast, hereto attached, shows the whole number
of votes cast for each candidate in said District and in each of the respective
precincts; and that the totals are shown in full, true and correct.
WITNESS my hand and Official Seal this 28th day of November, 1994.
R6gistrar of Voters
i
11/29/94 386 GENERAL ELECTION, N' 'ER 8, 1994
065 ***GRAND TOTALS MID-PENINSULA OPEN SPACE DISTRICT - DIRECTOR, WARD 1
M
ID
DI
-R
PE
EC
NT
IO D
NR A
S L
U- E
LW G
R B AA P L E
E A R E R N
G L OD T I E
I L P E S T
S 0 El T A Z
T T T N S A A
R S U V I N N H
A R SO E S 0 B
T C N PT M B R E
I A 0 AE E U T T
0 S U C N R 0 T
N T T El S Y N I
COUNTY OF SANTA CLARA 61536 41676 67.7 9454 3443 7280 6524
14TH CONGRESSIONAL DIST 12636 SS47 67.6 1741 849 1804 1044
15TH CONGRESSIONAL DIST 48900 33129 67.7 7713 2594 5476 5480
11TH SENATORIAL DIST T 61140 41405 67.7 9390 3413 7253 6479
13TH SENATORIAL DIST A 396 271 68.4 64 30 27 45
21ST ASSEMBLY DIST BYR 134 103 76.9 19 11 14 16
22ND ASSEMBLY DIST JOH 396 271 68.4 64 30 27 45
24TH ASSEMBLY DIST CHU 61006 41302 67.7 9371 3402 7239 6463
1ST SUPERVISORIAL DIST 28464 18647 65.5 4771 1479 3311 2621
4TH SUPERVISORIAL DIST 79 45 57.0 8 2 12 7
5TH SUPERVISORIAL DIST 32993 22984 69.7 4675 1962 3957 3896
CUPERTINO 11837 7980 67.4 1607 801 1682 971
TOWN OF LOS GATOS 19855 12828 64.6 3477 1001 2243 1742
MONTE SERENO 3521 2369 67.3 547 190 348 422
SARATOGA 20266 14296 70.5 2901 1105 2128 2831
UNINCORPORATED AREA 6057 4203 69.4 922 346 879 558
11/29/94 390 GENERAL ELECTION, N*ER 8, 1994
066 ***GRAND TOTALS MID-PENINSULA OPEN SPACE DISTRICT - DIRECTOR, WARD 2
M
ID
DI
-R S
PE T
EC E
NT V
IO E
NR D
S- A
U V W
LW I A
R B AA D S
E A R H
G L OD C ' M
I L P A
S 0 E2 W R
T T T N L A Y
R S U V U S
A R SO N H D
T C N PT D W A
I A 0 AE E E V
0 S U C L L E
N T T El L L Y
COUNTY OF SANTA CLARA 53514 35711 66.7 5829 4995 11228
14TH CONGRESSIONAL DIST 53514 35711 66.7 5829 4995 11228
11TH SENATORIAL DIST T 33895 23018 67.9 3735 3144 7208
13TH SENATORIAL DIST A 19619 12693 64.7 2094 1851 4020
21ST ASSEMBLY DIST BYR 20964 14642 69.8 2295 1896 4602
22ND ASSEMBLY DIST JON 19619 12693 64.7 2094 1851 4020
24TH ASSEMBLY DIST CHU 12931 8376 64.8 1440 1248 2606
3RO SUPERVISORIAL DIST 2303 1301 56.5 236 222 362
5TH SUPERVISORIAL DIST 51211 34410 67.2 5593 4773 10866
CUPERTINO 11654 7647 65.6 1269 1142 2407
LOS ALTOS 10999 7995 72.7 1313 1052 2542
TOWN OF LOS ALTOS HILLS 5752 4220 73.4 649 547 1335
SUNNYVALE 19410 12578 64.8 2119 1827 3961
UNINCORPORATED AREA 5699 3271 57.4 479 427 983
CERTIFICATE OF COUNTY CLERK
In the Matter of the CANVASS OF VOTES )
CAST at the MIDPENINSULA REGIONAL OPEN )
SPACE DISTRICT ELECTION - WARD 6 held )
on November 8, 1994 )
I, WARREN SLOCUM, County Clerk, do hereby certify to the MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT, that after the closing of the polls at the
General Election held on Tuesday, the 8th day of November, 1994, pursuant to
the Midpeninsula Regional Open Space District Resolution No. 94-24, said
election being held within the district for the purpose of electing one
Member to the Board of Directors;
That in accordance with Section 17081 of the Elections Code I caused to
have recorded the votes cast at said polling places within the District for
candidates for Member, Board of Directors, Ward 6 and I caused to be
canvassed the absentee ballots cast at said election for candidates; and
The following named person received the highest number of all votes cast
for Member, Board of Directors, Midpeninsula Regional Open Space District,
Ward 6:
BETSY CROWDER
I HEREBY FURTHER CERTIFY said record of votes cast at the polling places
and the results of the absentee ballots cast for various candidates for the
office of Member, Board of Directors is set forth in Exhibit "A" attached
hereto and incorporated herein by reference as though fully set forth at
length.
IN WITNESS WHEREOF, I hereunto affix my hand and seal of office this
6th day of December, 1994. "V4A--�
WARREN SLOCUM
Assessor, County Clerk, Recorder
12/08/94 14:14 12415 312 5348 REG-ELECTION Ia001/003
DOl " OF SA8 MATEO
GENERAL ELECTtOM
MEMBER 9, 19"
PACE M.055.02
R V T P I Bo OF DIRECTORS, NIUMI REG OKM WAM Dist, wD 6
E0 uE
( a T R R I
( I E B C M C 8 C
SR AA a ER
( TS LS UN 3CK TO
( E LT TT ( 0 . A SY
R 0 A 9 It Y 6
j E T G N L
D S E C A R
I I
ABSENTEE TOTALS 0 9006 ( 1440 "M
I
14TH SSIONAL f 0 9006 ( 1440 4480
C0116RESSIONAL TOTAL ( 0 90% ( ICAO "M
I I
11TO SMTMIAL I 0 9006 I 1440 44W
SEUATORIAL TOTAL ( 0 "M ( 1440 44W
I I
21ST ASSUBLY I O 9006 ( 140 "g0
ASSEM6LY TOTAL I 0 9006 ( 1460 4480
3RD SWERVISDRIAL ( 0 4206 6W 2093
4TN SUPERVISDRIAL 0 4800 ( 743 2397
SUPERVISORIAL TOTAL 4 9006 ( t44d! 448Q
I I
TOW OF ATxEATK7N D �202 � 551
I I
EAST PALO ALTO ( 0 99 ( 1B 48
MERLD PARK I 0 31" ( 410 1+634
TOWN OF PORTOLA VALLEY ' 0 628 I 86 3bZ
REW40M CITY D 1083 ( 2266 501
TOWN OF WWsIDE ( 0 "a ( 121 344
UNIMCORPMAYSD 0 2140 ( 374 104D
TOTAL ! 0 9006 1440 "Be
12/08/94 14:15 IT415 312 5348 REG-ELECTION 1@ 002/003
GeuBYY DF SAM MATED
GENERAL ERECtION
NOUEMi;ER B, 1994
PAGE 055.055.03
R Y T P { OD OF DIRECTORS, MiDPENINSB.A REA OMEN SPACE GIST, 1D 6
{ flT RR {
{ I E 8 C N C , s c
{ S R A A 0 E { E R
j T 9 L S U v { J 6 K T O
E L T T 1 O . A 5 W
( R 0 A { N R Y R
E T 6 { N E
86 PRECINCTS D S £ A R
3001 ATHERTON 01 612 291 47.55 : 41 1"
3002 ATHERTON 02 $56 286 51.25 j 25 1$0
3003 ATHERTON 03 ( 631 343 54.36 ( 62 146
3004 ATHERTON 04 j 620 335 54.03 { 64 1"
3005 ATHERTON 05 { 621 322 51.85 { 58 142
3006 ATNERTOM 06 { 545 mg 53.03 t 38 126
3007 ATHERTON 07 { 538 257 47.77 ( 46 BS
3008 ATHERTON 08 { 655 179 27.33 ' 27 68
3009 ATHERTON 09 { 669 322 48.13 j 50 135
3020 MENLO OUT 20 { 969 345 60.63 { 38 205
3340 LA HCMDA 40 { 573 316 55-15 ( 1 4
3341 LA HONDA 41 { 476 272 57.14 ( 1 5
3370 SXYLINE 70 625 374 59.34 { 77 15s
3371 SKYLINE 71 { 540 299 55,37 { 68 129
3401 ALAMEDA 01 { 915 505 55.19 { 7v 219
3402 ALAMEDA 02 ( ma 476 54.84 { 69 225
3403 ALAMEDA 03 { 764 422 55.24 { 67 210
3410 LADERA 10 ( 705 361 51.21 ( 39 196
3411 LADERA 11 666 425 63.81 , 40 247
3420 LS TRAM045 20 j 472 279 59.11 { 38 163
37gi LAKE 01 { 780 426 54.62 62 lag
3702 LAKE 02 { 826 475 57.51 j 104 184
3703 LAW a3 ( 873 475 54.41 ( 93 183
3 30.�1 D 0 10 {
3704 LAKE 04 j
3720 SELBY 20 { 309 369 45.61 ( 75 173
3721 SEL13Y 21 742 375 50.54 { 80 162
3722 SELBY 22 { 76S 399 51.95 { 59 193
3801 1100DSIDE 01 { 360 106 54.44 { 42 83
302 H000SIDE 02 721 413 57.28 { 65 200
3803 WCOSIDE 03 { 751 365 48.60 71 157
38D4 WOODSIDE 04 { 2 410 558.1 ( 444 1
3505 WOODSIDE 06Y33
59
3806 womsIDE 06 j 703 341 48.51 { 36 182
31MG SEARSVILLE 10 { 5 1 20.00 0 1
3901 PORTOLA 01 ( 690 392 56.81 37 236
3902 PORTOLA 02 { 5S4 301 54.33 ' 34 193
3903 PORTOLA 03 { 450 259 57.56 { 23 162
3904 PORTOLA 04 539 325 60,30 42 183
3%5 pORyOLA p5 ( 570 310 54.39 42 171
3906 PORTCLA 06 645 368 57.05 { 39 233
4010 E PALO ALTO 10 536 256 47.76 ( 35 117
4011 E PALO ALTO 11 { 436 151 34.63 ( 24 63
4012 E PALO ALTO 12 j 5" 190 33.99 ` 22 90
4401 HMO PARK 01 738 466 63.14 69 207
4402 1NRMR,0 PARK.02 { 6" 3W 55.79 ( 63 166
4403 MENLO PARK 03 j 641 199 31-05 37 92
44% MENLO PARK 04 { 574 201 35.02 { 20 99
4405 MENLO PART[ 05 612 224 36.60 { 43 95
4406 MENLO PARK 06 { 64 23 35.44 j 1 14
"01 MERLO PARK 07 y SW 311 52.80 39 172
12/08/94 14:15 '2415 312 5348 REG-EUCTION 1@003/003
COUNTY of SO MATEO
GENERAL ELECCTTON
wpimER S. 1994
PAIN: 175S.M.04
III Ti
OPEN SPAN GIST, 1A 6
S MIEN SUU► RE
( R V T D { RT) OF DIRBOTOR ,
ED UE
{ O T R R
( I E 8 C N C { 6 C
{ SR AA 0E ER
( TS LS UM 1C9 TO
{ E LT TT { 0 - A 5Y
( R 0 A { R R Y D
( E T C ( 0 r=
86 PRECINCTS 0 S
440E MENLO PARR.08 { 705 396 56.17 ( 52 179
4409 MENLO DARK 09 ( 655 346 52.82 ( 32 170
4410 MENLO PARK 10 { 660 297 45.00 { 38 127
4411 MENLO PARK 11 { 627 349 515.50 ( 30 161
4412 MT9 O PARK 12 { 640 332 51.88 ( 29 168
4413 NERLO PARK 13 ( 614 357 52.97 { 36 172
4414 MENLO PARK 14 { 697 298 42-75 31 115
4415 NENLD PARK 15 ( 633 315 49_76 ( 37 140
4416 MENLO PARK 16 { 667 343 51.42 ( 52 141
4417 MENLO PARK 17 ( 633 318 50.24 ( 40 132
4418 NENLD PARK 18 { 749 362 48.3E { 39 156
4419 MENLD PARK 19 { 720 367 50.91 { 42 166
4420 MENLO PARK 20 ( 802 457 56.98 ( 51 229
4421 MENLO PARK 21 ( -W 4" 55.% ( 64 288
4422 MENLO PARK 22 { %0 331 59.11 ' 45 166
4423 1R:tN.O PARK 23 ( 682 370 54.25 ` 40 182
4424 MENLO PARK 24 ( 785 411 52.36 62 199
425 WMlO PARK 25 (
636 318 50.00 ( 29 160
4426 RF,NLO PARK 26 { 815 451 55.34 ( 79 205
4427 tTENIO PARK 27 ( 370 $0.89 ' 47 154
727
442E MENLO PARK 28 {
4501 OAKS 01 ( 596 245 41.11 58 95
45M OAKS 02 ( 549 269 49,00 { 56 126
8503 OAKS 03
671 no50.37 63 147
(
{4504 OAK
S 04 686 393 57.29 58 1
ffi{
4505 GAKS 05 ( 657 313 47.64 71 ISO
4506 OAKS 06 { 7M 270 38-30 ( 70 129
4627 REDWOOD 27 { 760 355 46.71 53 135
462e REDWOOD 2E ( 671 334 49.79 ( 72 1S7
4629 u1mWOOD 29 ( 701 377 53.7E ( 5 17
4632 REDWOOD 32 ( 788 412 52.28 { 77 189
4633 NITi1AOp 33 { 04 4E8 51.32 ( 9fi 186
4634 REcum 34 { 7w 472 53.55 ( 80 175
4635 REDWOOD 35 ( 7" 449 %.21 ( 79 182
4&% REWJ" 36 ` 784 369 46.94 66 170
4547 47 j 94 55 5E=51 10 27
( {
ABSENTEE TOTALS ( 0 9006 { 1440 4480
BRAND °TOTALS 5A879 37301 67.97 1 5602 17399
Open Space
MIDPENIN "CTRICr
R-94-126
Meeting 94-32
December 14, 1994
AGENDA ITEM
Reclassification of Research Attorney Position
GENERAL MANAGER'S RECOMMENDATION
Approve the attached job specification for research attorney classification and reclassify the
position upward to a salary range of Step Number 257 to 282 in the District's position
classification plan with a corresponding monthly salary of $3,640 to $4,668.
DISCUSSION
The research attorney position is currently part of the land acquisition program, reports to the
general manager in the absence of a land acquisition manager, and is limited in scope to legal
assignments related to real property law and real property acquisitions. Under the proposed
reclassification, the research attorney position would be expanded to a more general purpose
position, thereby enabling the research attorney to provide services for all District programs.
The research attorney would report to the District's legal counsel, allowing consolidating and
streamlining of the District's legal functions. The position would be reviewed in one year within
the context of evaluating overall District legal services. The proposed revised research attorney
job specification is attached (see Attachment A).
The recommended salary range for this position is Step Number 257 to 282, with a
corresponding monthly salary of$3,640 to $4,668 and an annual salary of$43,682 to $56,019.
The proposed salary range represents a ten-point increase (+10.5%) and is equivalent to the
salary range for the real property representative and senior planner positions (see attached
District pay plan schedule - Attachment B). The proposed salary range is slightly above
(+3.9%) the median salary range for comparable positions in other agencies (see Attachment
C).
Although the proposed reclassification would have some impact on the District legal counsel's
time due to the added supervisory responsibilities, the net effect is anticipated to be an overall
reduction in the need for District legal counsel services and outside counsel services due to the
expansion of the research attorney job scope. In addition, the transfer of supervisory
responsibilities to the District legal counsel would relieve the general manager of some of the
supervisory responsibilities he has continued in the absence of a land acquisition manager, as
330 Distel Circle • Los Altos, California 94022-1404 • Phone:415-691-1200 • FAX:415-691-0485
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
R-94-126 Page two
well as provide more focused and timely supervision for the research attorney. The proposed
reclassification will also provide added resources for other programs at a time when land
acquisition activity is reduced.
Prepared by:
Deirdre Dolan, Administrative Analyst
Susan Schectman, Legal Counsel
Contact Person
Deirdre Dolan, Administrative Analyst
RESEARCH ATTORNEY ATTACHMENT A
DEFINITION
Under direction, to perform a wide variety of responsible and complex legal assignments related to the
District's programs and operations; to provide in-depth legal research; and to prepare legal documents,
legal opinions, briefs, and court documents as assigned. Performs related work as required.
SUPERVISION RECEIVED AND EXERCISED
Receives direction and supervision from the District Legal Counsel.
EXAMPLES OF IMPORTANT RESPONSIBILITIES AND DUTIES--Important responsibilities and
duties may include, but are not limited to, the following:
*Conduct studies on historical ownership, physical characteristics and use of real property; conduct
research concerning District property rights and other pertinent legal issues related to real property.
*Conduct legal and factual research related to District business; prepare legal memoranda or opinions
on results and make recommendations where appropriate.
*Prepare briefs, motions, pleadings, points and authorities, and other court documents.
•Review court case status and strategy with District counsel and retained counsel.
*Review deeds, preliminary title reports,title policies, contracts,grant proposals,board reports,letters, i
agreements, licenses and other legal documents.
*Contact members of other government agencies to determine and discuss status of District matters.
•Monitor and analyze current legislation and case law for impact on District business.
•Prepare draft legislation, ordinances, resolutions and other legal documents.
*Perform related duties and responsibilities as assigned.
QUALIFICATIONS
Knowledge of-
*Principles and practices used in legal research.
*Principles of civil law and court procedures.
*Statutory, administrative, and constitutional law of the State of California.
*Organization, powers, and limitations of government agencies.
*Pertinent Federal, State and local laws, codes and regulations including real property law.
Ability t
•AnalY ze and apply g principles,l legal rind les, facts, evidence, and procedures to legal problems.
*Present legal analysis in a concise, logical, and persuasive manner, orally and in writing.
*Read, understand, and explain legal documents.
*Work independently with minimal supervision.
*Establish and maintain effective working relationships with those contacted in the course of work
including employees of other agencies and the general public.
*Access and use pertinent computer data bases systems and applications used by the District.
*Read and understand pertinent documents related to District property such as parcel maps and
topographic surveys.
Experience and Training Guidelines
Any combination of experience and training that would provide the required knowledge and abilities is
qualifying. A typical way to obtain the knowledge and abilities would be:
Experience:
One year of relevant legal research experience.
Training:
Law degree from an accredited law school. Should have course work in real property law and public
agency law or relevant work experience in this field. Current active membership in the State Bar of
California is required.
This is an exempt position.
ATTACHMENT B
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
PAYPLAN 1994-1995
Effective 4/1/94
Revised 4/27/94
MONTHLY* ANNUALLY*
CLASSIFICATION STEP NO. MIN-MAX MIN-MAX
Receptionist 192 - 217 1906 - 2445 22,877 - 29,339
Administrative Clerk 196 - 221 1984 - 2544 23,806 - 30,530
Open Space Technician* 209 - 234 2258 - 2896 27,094 - 34,746
Secretary 210 - 235 2280 - 2924 27,364 - 35,094
Lead Open Space Technician 214 - 239 2373 - 3043 28,476 - 36,519
Planning Technician 217 - 242 2445 - 3135 29,339 - 37,625
Public Affairs Assistant 217 - 242 2445 - 3135 29,339 - 37,625
Office Manager/Sec'y to G.M. 220 - 245 2519 - 3230 30,228 - 38,765
Ranger 222 - 247 2570 - 3295 30,835 - 39,544
Accounting Specialist 225 - 250 2647 - 3395 31,770 - 40,743
Docent Coordinator 225 - 250 2647 - 3395 31,770 - 40,743
Volunteer Coordinator 225 - 250 2647 - 3395 31,770 - 40,743
Equipment Mechanic-Operator 232 - 257 2838 - 3640 34,061 - 43,682
Open Space Planner I 232 - 257 2838 - 3640 34,061 - 43,682
Administrative Assistant 238 - 263 3013 - 3864 36,157 - 46,369
Supervising Const. & Maint. Ranger 239 - 264 3043 - 3903 36,519 - 46,833
Supervising Patrol Ranger 239 - 264 3043 - 3903 36,519 - 46,833
eseaeeh Atterney 247 - 272 3296 4229 39,544 - 69,713
Administrative Analyst 247 - 272 3295 - 4226 39,544 - 50,713
Open Space Planner II 247 - 272 3295 - 4226 39,544 - 50,713
Resource Planner 247 - 272 3295 - 4226 39,544 - 50,713
Support Services Supervisor 247 - 272 3295 - 4226 39,544 - 50,713
Visitor Services Supervisor 247 - 272 3295 - 4226 39,544 - 50,713
Area Superintendent 254 - 279 3533 - 4531 42,397 - 54,371
Real Property Representative 257 - 282 3640 - 4668 43,682 - 56,019
Research Attorney 257 - 282 3640 - 4668 43,682 - 56,019
Senior Planner 257 - 282 3640 - 4668 43,682 - 56,019
Administrative Services Manager** 270 - 295 4143 - 5313 49,714 - 63,754
Public Affairs Manager** 270 - 295 4143 - 5313 49,714 - 63,754
Operations Manager** 277 - 302 4442 - 5696 53,300 - 68,357
Planning Manager** 277 - 302 4442 - 5696 53,300 - 68,357
Land Acquisition Mgr.** 277 - 302 4442 - 5696 53,300 - 68,357
* The salary range for Seasonal Open Space Technician is $10.68 to $11.79 per hour with
actual individual rate to be determined at time of hire. Range is 20 points to 10 points
below Open Space Technician range.
**Range of three points to five points to be added to base salary as approved by the General
Manager for Assistant General Manager assignment.
Forty hours per week basis.
I
RESEARCH ATTORNEY
Comparables
October 1994
AGENCY JOB TITLE MONTHLY EFFECTIVE
SALARY DATE
1. Santa Clara County Attorney I - County Counsel $3377 - $3546 8/91
2. San Mateo County Deputy County Counsel I $3372 - $3566 7/94
3. Marin County County Counsel I $3591
4. San Jose Legal Assistant II* $3078 - $3742
5. MROSD - Current Research Attorney $3295 - $4226 4/94
6. Santa Clara County Attorney 11 $3959 - $4300 8/91.
7. MROSD - Proposed Research Attorney $3640 - $4668 4/94
8. San Jose Research Attorney $3856 - $4687
9. EBRPD Legislative Admin. Asst.* $3735 - $4766
10. Marin County County Counsel II $4959 - $5662
1 1. San Mateo County Deputy County Counsel II $4647 - $5809 7/94
12. San Mateo City Attorney Assistant $5817 - $6916
*These positions are not attorney positions. A
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I
Open Spacc
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
R-94-127
Meeting 94-32
December 14, 1994
AGENDA ITEM
Authorization to Purchase Restrooms for Purisima Creek Redwoods and Windy Hill Open Space
Preserves
GENERAL MANAGER'S RECOMMENDATION
Authorize the purchase of two restrooms from Restroom Facilities of Reno, Nevada, for
Purisima Creek Redwoods and Windy Hill Open Space Preserves at a cost not to exceed
$22,000.
DISCUSSION
The restroom units manufactured by Restroom Facilities of Reno, Nevada consist of a rustic
wooden building housing a variety of toilet designs. The District has installed a number of these
units at Purisima Creek Redwoods, Monte Bello, Skyline Ridge, Rancho San Antonio and
Russian Ridge Open Space Preserves. All of our existing units house a self-contained chemical-
recirculating toilet. The Restroom Facilities buildings are patented and are only available from
this single source. Staff has researched other restroom units, but has been unable to find
companies providing units which meet our specifications.
In accordance with your Bidding, Vendor Selection and Purchasing Procedures (Administrative
Policy AP-91-1) and Section 5594 of the Public Resources Code, you may elect, by a five-
sevenths vote, to purchase the restrooms in the open market, rather than going to bid. Since
these units are available from a single source, staff recommends pursuing this option.
Staff is pleased with the existing buildings; however, the chemical-recirculating toilets have
become costly to maintain. In addition, periodic pumping of the tanks is expensive. Staff is
researching other toilet options with Santa Clara and San Mateo County Health Departments.
The Health Departments have approval authority for restroom design within each county.
Purisima Creek Redwoods Open Space Preserve
Staff has obtained preliminary approval from the San Mateo County Health Department to install
a simple pit toilet restroom at the Higgins Purisima entrance to the Purisima Creek Redwoods
Open Space Preserve. A pit toilet design is recommended for this location due to its remote
location and the anticipated cost savings associated with pumping and repairs.
Recently, great advancements have been made to pit toilet designs. The new designs have
adequate tank ventilation and do not suffer from the odor problems of the older units. The
restroom unit will use the same building as all other restroom units found on District lands.
330 Distel Circle • Los Altos, California 9402 2-1 404 • Phone: 415-691-1200 • FAX:415-691-0485 ED
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
Page 2
This pit toilet design will be installed as a trial project. If staff determines it is successful, a pit
toilet would also be appropriate for installation at the Black Mountain Backpack Camp. Staff
will probably continue to use the chemical recirculating toilet in high profile locations.
Windy Hill Q=n- Space Preserve
At your February 13, 1991 meeting staff obtained authorization to purchase a restroorn for the
picnic area at Windy Hill Open Space Preserve (see report R-91-16 dated February 6, 1991).
This was a combined order with additional units going to Rancho San Antonio, Skyline Ridge,
and Russian Ridge Open Space Preserves. The unit originally purchased for the Windy Hill
picnic area was installed on Skyline Ridge instead.
Installation is expected this spring. The unit at the picnic area at Windy Hill will be a chemical-
recirculating unit. The chemical-recirculating toilet will be ordered separately at a cost of
approximately $3,000.
Fun dine
Funding for all of these units is included in the fiscal year 1994-95 budget.
Prepared by:
Mary Gundert, Open Space Planner
Contact person:
Same as above
Open Space
R-94-134 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Meeting 94-32
December 14, 1994
AGENDA ITEM
Request for Policy Direction Concerning Board Committees: Service by Board President on
Board Committees and Compensation for Service on Ad Hoc Committees; Adoption of Ad
Hoc Committee Formation and Membership Roster
LEGAL COUNSEL'S RECOMMENDATION
Provide policy direction regarding whether the presiding officer of the Board may serve on
ad hoc committees. Provide policy direction whether Directors should be compensated for
attendance at ad hoc committee meetings. Based on your decision, direct staff to return, if
necessary, with proposed modifications to your Rules of Procedure. Establish ad hoc
committee structure and membership.
DISCUSSIQN
District Legal Counsel is requesting clarification of policy from the Board on two issues
regarding Board committees.
1. Participation by the Presiding Officer of the Board: Rule 1.80 of your Rules o
Procedure (copy attached) currently states: "The presiding officer of the Board shall not
serve on any committee." The presiding officer of the Board is the President, or in his/her
absence, the Vice President. This rule would prohibit the President from serving on either a
standing or ad hoc committee. (The President may serve as a voting alternate on any
committee.)
The Board from time to time uses ad hoc committees to complete specific assigned tasks.
The rule as it is currently written would prohibit the president from serving on such ad hoc
committees. Staff requests that the Board review this rule and determine whether it wishes
to amend the rule to allow the President to serve on an ad hoc committee. If so, an
appropriate revision to the Rules of Procedure will be brought back for Board approval.
2. Compensation for Attendance at Ad Hoc Committees: District Legal Counsel has
requested that section 2.30, Compgnsation of Directors and Payments of Expenses, (copy
attached) be clarified with respect to ad hoc committee compensation. Section 2.30 currently
defines a compensable meeting as follows:
"A Board meeting includes a special meeting, a continued
meeting, a closed session, a public hearing, or a meeting of a
committee of the Board, unless the Board indicates that service
on a particular committee is noncompensable."
330 Distel Circle * Los Altos, California 94022-1404 * Phone: 415-691-1200 * FAX: 415-691-0485 OD
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wien de Wit
General Manager:L.Craig Britton
i
I
R-94-134 Page 2
The wording in Section 2.30 was last amended in January 1994 when the committee
consolidation plan was implemented to establish the Board's four standing committees.
Service on standing committees has been deemed compensable; service on ad hoc committees
has generally been deemed compensable unless the Board has determined otherwise.
However, staff was unclear as to whether the Board wished to continue this policy
concerning ad hoc committees after the adoption of Rule 2.30 and the standing committee
system. If the Board determines that ad hoc committee attendance should generally continue
to be compensable, you should direct staff to revise section 2.30 to read as follows:
"A Board meeting includes a special meeting, a continued
meeting, a closed session, a public hearing, or a meeting of a
standing committee of the Board. Attendance at an ad hoc
committee meeting shall be compensable, unless the Board
determines that service on that particular ad hoc committee is
not comMnsable."
This language would give the Board the flexibility to determine when service on an ad hoc
committee is compensable. All standing committee meetings would continue to be
compensable.
Lastly, the Board has two informal committees, the Picchetti Lease Committee and the
General Manager Evaluation Committee. There is also an ad hoc Dog Committee. The
Board should formalize formation of these ad hoc committees. Attached is a roster of the
Board's standing committees and the ad hoc committees which should be adopted by the
Board tonight, designating whether committees are to be compensable.
I
I
Prepared by:
Susan Schectman, Legal Counsel
I
Contact person:
Same as above
I
I
I
I
I
1.80 Committees of the Board. Upon passage of motion by a majority of Board
members, standing or special committees composed of Board members may be
established for the study of specific matters. The presiding officer of the
Board may appoint the committee members with the consent of the Board.
The presiding officer of the Board shall not serve on any committee. The
presiding g officer may serve as a voting alternate on any committee.
0
2.30 Compensation of Directors and Fayment of Expenses." Members of the
Board shall receive one hundred dollars ($100.00) for each attendance at a
Board meeting. A Board meeting includes a special meeting, a continued
meeting a closed session, a public hearing, or a meeting of a committee of the
Board, unless the Board indicates that service on a particular committee is
noncompensable. Only Board members who are members of the committee,
or authorized substitutes appointed by the presiding officer, may be
compensated for attendance at the meeting. A committee of the Board
includes a committee of one and Board-appointed representatives on a
committees established by other organizations. The maximum total compensa-
tion per Board member allowable under this section shall be one hundred
dollars ($100-00) per day and five hundred dollars ($500.00) per calendar
month.
BOARD OFFICERS - 1994
President Ginny Babbitt
Vice President Pete Siemens
Treasurer Bob McKibbin
Secretary Teena Henshaw
BOARD COMMITTEES - 1994
STANDING COMMITTEES
ADMINISTRATION AND BUDGET COMMITTEE
Bob McKibbin
Teena Henshaw
Pete Siemens
LEGISLATIVE, FINANCE, AND PUBLIC AFFAIRS COMMITTEE
Wim de Wit
Teena Henshaw
Nonette Hanko
USE AND MANAGEMENT COMMITTEE
Wim de Wit
Betsy Crowder
Nonette Hanko
ACQUISITION AND ENTERPRISE COMMITTEE
Pete Siemens
Bob McKibbin
Betsy Crowder
DOG COMMITTEE PICCHETTI LEASE COMMITTEE
Ginny Babbitt Nonette Hanko
Betsy Crowder Pete Siemens
Wim de Wit
GENERAL MANAGER EVALUATION COMMITTEE
Nonette Hanko
Pete Siemens
Teena Henshaw
Open Space
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
R-94-135
Meeting 94-32
December 14, 1994
AGENDA ITEM
Introduction of Trail Patrol Volunteers
GENERAL MANAGER'S RECOMMENDATION
Welcome the new volunteer trail patrol members.
DISCUSSION
The District's second group of trail patrol volunteers completed its training on October 22.
Staff interviewed and selected 28 enthusiastic equestrians, hikers, and bicyclists to be trail
patrol volunteers. Twenty-one participants from last year will continue in the program, for a
total of forty-nine members. The training, which consisted of two evening classes and one
field session, included sections on safety, District land use regulations, trail conditions, trail
courtesy, radio communications, reporting procedures, and District history and philosophy.
Role-playing exercises on making positive public contacts were a highlight of the training.
Please welcome the following people to our volunteer program:
Mark Acierno, Mountain View Cindy Elliot, Los Altos Christine Merten, Burlingame
Jo Barrett, Los Gatos Ralph Elliot, Los Altos Larry Myers, Los Gatos
Dorothy Bell, Mountain View Patrick Goebel, Stanford Sean Safreed, San Mateo
Gail Brownell, Cupertino Dan Goldes, San Francisco Fred Smith, Cupertino
Carolyn Claudy, Cupertino Peter Gould, Burlingame Peggy Stretch, Menlo Park
John Claudy, Cupertino Nanda Gowda, Cupertino Mary Thompson, Sunnyvale
Michele Del Duca, Woodside Bill Groll, South San Francisco Michele Rae Vierra, La Honda
Cameron Dodge, San Mateo Jane Kikuchi, Half Moon Bay Marc Violette, San Mateo
Peter Donohue, Redwood City Collin Lim, San Jose Steve Washwell, Los Altos
Alice T. Meng, Los Altos
Prepared by:
Joan Young, Volunteer Coordinator
Contact person:
same
330 Distel Circle • Los Altos, California 94022-1404 Phone:415-691-1200 FAX: 415-691-0485
Board of Directors:Pete Siemens,Robert McKibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
$15,000,000*
PURCHASE CONTRACT
Midpeninsula Regional Open Space District
1995 Promissory Notes
THIS AGREEMENT, is made and entered into as of this th day of December
1994, by and between the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, duly
organized and existing under the laws of the State of California(the "District") and Stone &
Youngberg, (the "Underwriter");
WIINESSEIH :
WHEREAS,the District wishes to undertake the financing of land and the refinancing of
prior debt. The District is authorized pursuant to the laws of the State of California to cause the
sale of notes for such purposes; and
WHEREAS, the District desires to cause the sale and the Underwriter desires to buy and
offer to the public such notes;
NOW,THEREFORE, in consideration of the promises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:
Section 1. Obligation to Purchase. The Underwriter agrees to purchase and the District
agrees to deliver$15,000,000* aggregate principal amount of 1995 Promissory Notes, dated
January 1, 1995 (the "Notes") in the annual principal amounts, at the annual interest rates, and at
the prices set forth in Exhibit A, incorporated herein by reference, and as described in the
Indenture of Trust relating to the Notes between the District and the Trustee executed and entered
into as of January 1, 1995 (the "Indenture") and the Preliminary Official Statement dated
December, 1994, as amended and supplemented by the Final Official Statement, relating to
the Notes, including the Appendices thereto (the "Official Statement") subject to the conditions
set forth in this Purchase Contract. The Underwriter will not be under any obligation under this
Purchase Contract to purchase less than all of the Notes.
Section 2. Purchase Price. The purchase price of the Notes will be $
plus accrued interest on the Notes from Jan 1 1995 to the date of delivery thereof. Such
p January rY
purchase rice is based on the par amount of Notes less an Underwriter's discount of
p p p s
$ ( °lo) and less an original issue discount to investors of$
The good faith check in the amount of$50,000, which has been tendered herewith to the District,
will be returned to the Underwriter at the Closing. In the event that the Underwriter terminates
this Purchase Contract pursuant to Section 7 hereof, the District will return such good faith check
to the Underwriter. In the event the Underwriter fails (other than for a reason permitted
hereunder) to accept delivery and pay for the Notes as herein provided, such check will be
"Preliminary, subject to change.
retained by the District as and for full liquidated damages for such failure and for any default
hereunder on the part of the Underwriter and neither party hereto will have any further rights
against the other hereunder.
Section . Delivery of and Payment for the Notes. The Closing will take place on
January 19, 1995 in San Francisco, California, or at such other time and place as may be
mutually agreeable to the District and the Underwriter. At the Closing, the Trustee will deliver
or cause to be delivered to the Underwriter the Notes in book-entry only form together with the
other documents hereinafter mentioned, against delivery of federal funds to the order of the
District in the amount of the purchase price, plus accrued interest with respect to the Notes from
January 1, 1995 to the date of delivery.
Section 4. The Notes. The Notes will be delivered under the provisions of the
Indenture. The Notes will be in book-entry only form, in denominations of five thousand dollars
($5,000) or in integral multiples thereof.
Section 5. Representations and Warranties of the District. The District represents
and warrants to the Underwriter that:
(1) The District is duly organized and existing under and by virtue of the laws of the
State of California and has all necessary power and authority to enter into this Purchase Contract.
(2) To the best knowledge of the District,the execution and delivery of this Purchase
Contract, the Indenture and compliance with the provisions thereof, will not conflict with, or
constitute a breach of or default under, the District's duties under said documents or any law,
administrative regulation, court decree, resolution, charter, bylaws or other agreement to which
the District is subject to or by which it is bound.
(3) To the best knowledge of the District,there is no action, suit, proceeding or
investigation at law or in equity before or by any court or governmental agency or body pending
or threatened against the District to restrain or enjoin the delivery of the Notes, or in any way
contesting or affecting the validity of this Purchase Contract, the Indenture, the Notes or
contesting the powers of the District to enter into or perform its obligations under any of the
foregoing to which it is a party.
(4) The information contained in the Preliminary Official Statement dated
December_, 1994 is true and correct in all material respects and such information does not
contain any untrue or misleading statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
Section 6. Conditions Precedent to Closing. Conditions precedent to the Closing (to
be satisfied in form and substance satisfactory to the Underwriters) are as follows:
1 Delivery of the Notes the Indenture and this Purchase Contract in form and
substance acceptable to Orrick, Herrington& Sutcliffe ("Bond Counsel").
-2-
(2) Opinion, dated the date of Closing, of Bond Counsel, that interest with respect to
the Notes will be excluded from gross income for the purposes of income taxation by the United
States of America and will be exempt from personal income taxation imposed by the State of
California.
(3) Opinion of the District's Counsel dated the date of Closing as to the due
authorization, execution and delivery by the District of the Indenture, and this Purchase Contract
and as to the legal, valid and binding nature thereof.
(4) Such other Notes, instruments or opinions as the Underwriter may deem necessary
or desirable to evidence the due authorization, authentication and delivery of documents
pertaining to this transaction and the legal, valid and binding nature thereof, as well as
compliance with all parties with the terms and conditions hereof.
Section 7. Events Permitting the Underwriters to Terminate. The Underwriter may
terminate its obligation to purchase the Notes at any time before Closing if any of the following
occurs:
(1) Any legislative, executive or regulatory action or any court decision, which, in the
judgment of the Underwriter, casts sufficient doubt on the legality of or the tax-exempt status of
interest on obligations such as the Notes so as materially to impair the marketability or to reduce
the market price of such obligations;
(2) Any action by the Securities and Exchange Commission or a court which would
require registration of the Notes under the Securities Act of 1933, as amended, in connection
with the public offering thereof,
(3) Any restriction or trading in securities, or any banking moratorium, or the inception
or escalation of any war or major military hostilities which, in the judgment of the Underwriter,
substantially impairs the ability of the Underwriter to market the Notes; or
(4) Any event or condition which, in the judgment of the Underwriter, renders untrue or
incorrect, in any material respect as of the time to which the same purports to relate, the
information, including the financial statements, contained in the Official Statement, or which
requires that information not reflected in such Official Statement should be reflected therein in
order to make the statements and information contained therein not misleading in any material
respect as of such time.
-3-
(5) Any threatened or pending litigation that, in the opinion of the Underwriter affects
the marketability of the Notes or their validity.
(6) Any conditions as set forth in Section 6 (Conditions Precedent to Closing) are not
met to the satisfaction of the Underwriter.
Section 8. Fees and Expenses. The Underwriter will pay the costs and expenses
incurred in connection with this financing including advertising and selling expenses.
The District will pay all other costs in connection with the sale and delivery of the Notes,
including the cost of printing or reproducing the Preliminary Official Statement, the Final
Official Statement and the Notes,the fees of the Trustee, the fees and disbursements of Bond
Counsel, the rating agency fees, insurance premiums, and the fees and disbursements of any
other experts or consultants retained by the District.
Section 9. Notices. Any notices to be given to the Underwriter will be given in writing
to Stone& Youngberg, 50 California Street, 35th Floor, San Francisco, California 94111. Any
notices to be given to the District will be given in writing to the Midpeninsula Regional Open
Space District, 330 Distel Circle, Los Altos, CA 94022, Attn: L. Craig Britton, General
Manager.
Section 10. No Assignment. This Purchase Contract has been entered into by the
District, and the Underwriter, and their successors or assigns and no person other than the
foregoing will acquire or have any right under or by virtue of this Purchase Contract. All of the
representations, warranties and agreements contained in this Purchase Contract will survive the
delivery of and payment of the Notes and any termination thereof.
Section 11. Applicable Law. This Purchase Contract will be interpreted, governed and
enforced in accordance with the laws of the State of California.
Section 12. Severability. In the event any provision of this Purchase Contract will be
held invalid or unenforceable by any court of competent jurisdiction, such holding will not
invalidate or render unenforceable any other provision hereof.
MIDPENINSULA REGIONAL STONE& YOUNGBERG
OPEN SPACE DISTRICT
B B
Y� Y:
Partner
Title:
[SF443010.010]
-4-
l
EXHIBIT A
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
1995 Promissory Notes
Maturity Date Principal Amount Interest Rate Price
9/1/97
9/1/98
9/1/99
9/1/00
9/l/01
9/1/02
9/1/03
9/1/04
9/1/OS
9/1/06
9/1/07
9/1/08
9/1/09
9/1/10
9/1/11
9/1/12
9/1/13
9/1/14
[To be completed at pricing]
A-1
'll
�+ o ?RELIMINARY OFFICIAL STATEMENT DATF^ 1994
3 NEW ISSUE—FULL u YOK-ENTRY RATING: Standard & Pooes:
* (See "RATING" herein.)
a ` 0 In the opinion of Orrick, Herrington&Sutcliffe, Bond Counsel, based on existing laws, regulations, rulings and court decisions and
assuming, among other matters, compliance with certain covenants, interest on the 1995 Notes is excluded from gross income for federal
y income tax purposes and is exempt from State of California personal income taxes. In the opinion of Bond Counsel, interest on the 1995
c Notes is not a specific preference item forpurposes of the federal individual or corporate alternative minimum taxes,although Bond Counsel
observes that is included in adjusted current earnings in calculating federal corporate alternative minimum taxable income. Bond Counsel
b erpresses no opinion regarding other federal or state income tax consequences relating to the ownership or disposition of, or the accrual or
receipt of interest on, the 1995 Notes. See "TAX MATTERS"herein.
a
$1590009000*
m o MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
1995 PROMISSORY NOTES
O L
(Santa Clara and San Mateo Counties, California)
a c Dated:January 1, 1995 Due: September 1, as shown below
.oC. This cover page contains certain information for general reference only.It is not a summary of this issue.Investors are advised to
cread the entire Official Statement to obtain information essential to the making of an informed investment decision.
o , The District's 1995 Promissory Notes(the"1995 Notes")are being issued for the purposes of acquiring land and facilities within
the District to preserve and use as open space,to refund Notes issued in 1987,to advance refund a portion of Notes issued in 1990,to
,o, 3 fund a reserve fund and to pay costs of issuance of the 1995 Notes.
a `o The 1995 Notes will bear interest payable semiannually on March 1 and September I of each year commencing September 1, 1995.
C The 1995 Notes will be initially delivered only in book-entry form,registered to Cede&Co.as nominee of The Depository Trust
a Company("DTC").Principal of the 1995 Notes will be payable at the principal corporate trust office of the Trustee,First Interstate
Bank of California,in ,California,to DTC,which will in turn remit such principal or redemption price and interest to the
a DTC participants,which will in turn remit such principal or redemption price and interest to the Beneficial Owners of the 1995 Notes,
as described herein. DTC will act as securities depository for the 1995 Notes.Individual purchases will be made in book-entry only
g form in the principal amount of$5,000 or integral multiples thereof. Purchasers of the 1995 Notes will not receive instruments
? representing their interests in the 1995 Notes purchased.See"THE 1995 NOTES—Description of the 1995 Notes"and"—Book
oEntry Only System."
ts, = The 1995 Notes maturing on or after September 1,2005,are subject to optional redemption prior to maturity on any interest
" y payment date on or after September 1,2004,in whole or in part in any manner determined by the District and by lot within any one
c maturity, at the prices described herein. See"THE 1995 NOTES—Optional Redemption" herein.
�o °o The 1995 Notes are limited obligations of the District payable from limited ad valorem property taxes levied upon all taxable
" y ' property within the District by the Board of Supervisors of Santa Clara County and by the Board of Supervisors of San Mateo County
cq v C and allocated to the District under applicable law,and from any other funds legally available therefor.The 1995 Notes are payable on a
2 •y parity with the District's outstanding 1988 Notes,1990 Notes and 1992 Notes left outstanding after this partial advance refunding,and
certain land purchase contracts,as more fully described herein.The full faith and credit or taxing power of the District is not pledged
for the payment of
he 1995 Notm and the 1995 Notes are not secured by a legal or equitable pledge of, or charge, lien or
o ° encumbrance t ce on,anyproperty of the District of any of its income or revenue.The 1995 Notes are not a debt of he State of California
1g o 'O or any of its political subdivisions,other than the District,and neither the State nor any of its political subdivisions,other than the
a y District,is liable therefor,nor in any event will the 1995 Notes be payable out of any funds or properties other than those of the District
as set forth in the Indenture for the 1995 Notes.
a c
3 3 MATURITY SCHEDULE*
t4 ,o Interest Yield or Interest Yield or
g Due Sept. 1 Principal Rate Price Due Sept. 1 Principal Rate Price
a P
a P P
ee _ 1997 $ % % 2006 $ % %
199 2007
8
1999 2008
0
e 2009
�a
2000
2001 2010
y —
E y C: 2002 2011
'cs ti 2003 2012
9 2004 2013
'a 2005 2014
(Plus Accrued Interest, If Any)
jE
O °i
V The 1995 Notes are offered when,as,and if issued,subject to the approval of legality by Orrick Herrington&Sutcliffe,San Francisco,
R2 California. Certain legal matters will be passed upon for the District by its General Counsel. It is expected that the 1995 Notes will be
a `o available for delivery to DTC in New York, New York on or about January 19. 1995.
aStone & Youngberg
_ CDP
Wc
r :: ' Preliminary,subject to change.
i
[� DOC SF942770.011 DATED 12/06/94]
i
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Santa Clara and San Mateo Counties, California
Board of Directors
Virginia Babbitt, Mountain View- President
Peter W. Siemens, Los Gatos - Vice President
Robert J. McKibbin, Cupertino - Treasurer
Ernestine U. Henshaw, Sunnyvale - Secretary
Elizabeth S. Crowder, Portola Valley - Director
Wim de Wit, San Carlos - Director
Nonette G. Hanko, Palo Alto - Director
District Staff
L. Craig Britton, General Manager
Michael L. Foster, Controller
Susan Schectman, General Counsel
SPECIAL SERVICES
Bond Counsel
Orrick, Herrington& Sutcliffe
San Francisco, California
Trustee
First Interstate Bank of California
San Francisco, California
[Sc-- . DOC SF942770.011 DATED 12/06/94]
No dealer, broker, salesperson or other person has been authorized by the District or the
Underwriter to give or to make any representations other than those contained herein and, if
given or made, such other information or representation must not be relied upon as having been
authorized by the District or the Underwriter. This Official Statement does not constitute an
offer to sell or the solicitation of an offer to buy nor will there be any sale of the 1995 Notes by
any person in any jurisdiction in which it is unlawful for such person to make such an offer,
solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers of the
1995 Notes. Statements contained in this Official Statement which involve estimates, forecasts,
projections or matters of opinion, whether or not expressly so described herein, are intended
solely as such and are not to be construed as a representation of facts.
The information set forth herein has been obtained from the District and from other
sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness,
and is not to be construed as a representation by the Underwriter. The information and
expressions of opinion herein are subject to change without notice and neither delivery of this
Official Statement nor any sale made hereunder will, under any circumstances, create any
implication that there has been no change in the affairs of the District or the Counties since the
date hereof.
All of the summaries contained herein of the authorizing indenture and other documents
referred to herein 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. All
capitalized terms used herein and not normally capitalized have the meanings assigned to them in
the Indenture(as defined herein), unless otherwise stated in this Official Statement.
IN CONNECTION WITH THIS OFFICIAL STATEMENT, THE UNDERWRITER
MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE AND MAINTAIN
THE MARKET PRICE OF THE 1995 NOTES AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
[S&i DOC SF942770.011 DATED 12/06/94]
TABLE OF CONTENTS
Rau
INTRODUCTION.................................................................................................... 1
THE1995 NOTES ................................................................................................... 3
THE REFUNDING PLAN ......................................................................................... 8
SECURITY AND SOURCE OF PAYMENTS.................................................................. 9
THE INDENTURE .................................................................................................. 11
THEPROJECT....................................................................................................... 15
THEDISTRICT...................................................................................................... 15
ESTIMATED TAX REVENUES AND NOTE RETIREMENT.............................................. 18
DISTRICT FINANCIAL INFORMATION....................................................................- 27
CONSTITUTIONAL AND STATUTORY TAX LIMITATIONS........................................... 32
LEGAL....... ......................................................................................................... 33
TAXMATTERS ..................................................................................................... 33
LEGALITY FOR INVESTMENT................................................................................. 34
RATING ............................................................................................................... 34
LITIGATION ......................................................................................................... 35
UNDERWRITING................................................................................................... 35
AVAILABILITY OF DOCUMENTS............................................................................. 35
MISCELLANEOUS ................................................................................................. 36
APPENDIX A - DISTRICT'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED
MARCH31, 1994 .............................................................................. A-1
APPENDIX B - GENERAL AND ECONOMIC INFORMATION SANTA CLARA COUNTY AND
SAN MATEO COUNTY...................................................................... B-1
APPENDIX C - FORM OF BOND COUNSEL'S OPINION................................................. C-1
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[S& . DOC SF942770.011 DATED 12/06/941
$15,000,000*
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
1995 PROMISSORY NOTES
(Santa Clara and San Mateo Counties, California)
INTRODUCTION
This Official Statement, including the cover page and the appendices hereto (the "Official
Statement") is provided to furnish information in connection with sale of the $15,000,000*
aggregate principal amount of Midpeninsula Regional Open Space District 1995 Promissory
Notes (the "1995 Notes") being issued pursuant to an Indenture of Trust dated as of January 1,
1995 (the "Indenture"). The 1995 Notes are being issued in book-entry only form in accordance
with the provisions of Article 3 of Chapter 3 of Division 5 of the Public Resources Code of the
State of California, as amended and supplemented (the "Law"), for the purposes of acquiring
land and facilities to preserve and use as open space, refunding Notes issued in 1987, advance
refunding in part Notes issued in 1990, funding a reserve fund and paying costs of issuance of the
1995 Notes.
The Midpeninsula Regional Open Space District (the "District"), which was established
by the voters in 1972, includes approximately 330 square miles of land within Santa Clara
County and San Mateo County (collectively, the "Counties") on the peninsula south of San
Francisco, California, plus approximately 1.2 square miles of land in Santa Cruz County. The
1994 population of the District is approximately 621,600. District policies are the responsibility
of a seven member Board of Directors elected from seven wards within the District.
The 1995 Notes are limited 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 (sometimes herein referred to as "Limited Taxes"), and from any
other funds legally available therefor. Although a portion of the District lies in Santa Cruz
County, no property taxes are levied and collected for the District by the Board of Supervisors of
Santa Cruz County. The full faith and credit or taxing power of the District is not pledged for the
payment of the 1995 Notes, and the 1995 Notes are not secured by a legal or equitable pledge of,
or charge, lien or encumbrance on, any property of the District or any of its income or revenue.
The 1995 Notes will be secured on a parity with the District's $11,800,000 outstanding principal
amount of 1988 Promissory Notes (the "1988 Notes"), $11,500,000 outstanding principal amount
of 1990 Promissory Notes (the "1990 Notes"), and the $8,000,000 outstanding principal amount
of 1992 Promissory Notes (the "1992 Notes") (such 1988 Notes, 1990 Notes, 1992 Notes and the
1995 Notes being herein referred to as the "Notes"). The 1995 Notes will also be secured on a
parity with certain land purchase contracts of the District in the outstanding principal amount of
$57,700 as of December 31, 1994 (the "Parity Land Contracts" and together with the Notes, the
*Preliminary,subject to change.
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[S, 00C SF942770.011 DATED 12/06/941
"Parity Debt"). In addition, the District has outstanding other obligations payable from its
legally available funds and the District intends to issue additional obligations on a parity with the
Notes upon the satisfaction of certain conditions precedent set forth in the Indenture. See
"SECURITY AND SOURCE OF PAYMENT," "THE INDENTURE" and "DISTRICT
FINANCIAL INFORMATION" herein.
The District has projected that, during the fiscal year 1995-96, total revenues available to
pay debt service on the Notes and other obligations is estimated by the District to be
approximately 3.13 times 1995-96 debt service on the District's outstanding Notes, Parity Land
Contracts and other obligations following the issuance of the 1995 Notes. See "ESTIMATED
TAX REVENUES AND NOTE RETIREMENT" herein for further information regarding the
District's outstanding indebtedness and the assumptions underlying the District's revenue
projections. See also "DISTRICT FINANCIAL INFORMATION -- Other Outstanding Debt."
The amount of property tax revenues allocated to the District is primarily a function of the
assessed value of properties in the tax code areas comprising the District, the rates at which such
properties are taxed by the Counties and the allocation formula applied to property tax revenues.
The reduction of assessed values of taxable property in the District caused by economic factors
beyond the District's control, or the complete or partial destruction of such property, or a change
in the property tax rates or in the property tax allocation formula established by California law
could cause a reduction in the tax revenues of the District. Such reduction of tax revenues could
have an adverse effect on the District's ability to make timely payments of principal of,
redemption premium, if any, and interest on the Notes. Likewise, delinquencies in the payment
of property taxes could have an adverse effect on the District's ability to make timely debt service
payments.
With the exception of the audited financial statements of the District for the year ended
March 31, 1994 contained in Appendix A, the financial and statistical information contained
herein has been obtained from the records of the District and from certain other sources and such
financial information has not been audited or reviewed by the independent auditors for the
District. There is no assurance that the numbers contained in the financial projections contained
herein will be met, or that the assumptions on which such projections were made will conform to
actual experience. If actual experience should deviate significantly from the assumptions upon
which such projections were made, the moneys available to the District for the payment of the
principal of, redemption premium, if any, and interest on the 1995 Notes may be insufficient to
make such payments.
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M
[S&. DOC SF942770.01 1 DATED 12/06/94]
THE 1995 NOTES
Authority for Issuance
The issuance of the 1995 Notes by the District is authorized pursuant to the Law and the
Indenture.
i
Section 5544.2 of the Law provides, in part, that the District may incur indebtedness,
whether by borrowing money or by purchasing on contract, to acquire necessary and proper land
and facilities. The amount of such indebtedness incurred may not exceed an amount equal to the
anticipated tax income of the District over the next five-year period. Following the issuance of
the 1995 Notes, the outstanding indebtedness of the District under Section 5544.2 of the Law
will represent approximately 83% of the Limited Taxes anticipated to be received by the District
from April 1, 1995 through March 31, 2000.
Description of the 1995 Notes
The 1995 Notes will bear interest payable semiannually on March 1 and September 1 of
each year commencing September 1, 1995 at the rates per annum and will mature on the dates
and in the principal amounts shown on the cover page of this Official Statement.
I
The 1995 Notes will be issued in book-entry only form, in the denomination of$5,000 or
any integral multiple thereof. The 1995 Notes will be initially registered in the name of Cede &
Co., as nominee of The Depository Trust Company, and will be evidenced by one 1995 Note
maturing on each maturity date set forth on the cover of this Official Statement. Principal of the
1995 Notes and interest due at maturity or upon prior redemption will be payable upon surrender
of the 1995 Notes only at the principal corporate trust office of First Interstate Bank of California
(the "Trustee") in San Francisco, California. Payment of interest on the 1995 Notes, except at
maturity or upon prior redemption, will be made by check mailed on each interest payment date
to the registered owner as its name and address appear at the close of business on the fifteenth
day of the month next preceding each interest payment date in the register kept by the Trustee as
registrar for the District except that in the case of a registered owner of$1,000,000 or more in
principal amount of Notes outstanding, payment will be made at such owner's option by wire
transfer of immediately available funds according to written instructions provided by such owner
to the Trustee at least 15 days before such interest payment date). See "Book-Entry Only
System" below.
Optional Redemption
The 1995 Notes maturingb their terms on or after September 1 2005 are subject to
Y P J
optional redemption by the District on any interest payment date on or after September 1, 2004,
and prior to their respective maturity dates, as a whole, or in part in integral multiples of five
thousand dollars ($5,000) in any manner determined by the District (and by lot within any one
maturity if less than all the 1995 Notes of any one maturity are redeemed), from any legally
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[S& . JOC SF942770.011 DATED 12/06/941
available funds of the District, upon mailed notice as hereinafter provided, at a redemption price
equal to the following amount expressed as a percentage of the principal amount of the 1995
Notes or the portions thereof called for redemption, together with accrued interest thereon to the
date of redemption, namely:
Dates Price
September 1,2004 102.0%
March 1 2005 101.0
September 1,2005 and thereafter 100.0
Notice of Redemption
The Indenture requires the Trustee to give mailed notice of redemption of any 1995 Notes
to the registered owners of the Notes called in whole or in part and to various securities
depositories and securities information services at least thirty, but not more than sixty, days prior
to the redemption date, provided, that neither failure to receive any such notice nor any material
defect contained therein will affect the redemption of such 1995 Notes.
So long as the Book-Entry system is used for the 1995 Notes, the Trustee will give any
notice of redemption or any other notices required to be given to Owners only to DTC. Any
failure of DTC to advise any DTC Participant (as defined herein), or of any DTC Participant to
notify the Beneficial Owner (as defined herein), of any such notice and its content or effect will
not affect the validity of the redemption of the 1995 Notes called for redemption or any other
action premised on such notice. Beneficial Owners may desire to make arrangements with a
DTC Participant so that all notices of redemption or other communications to DTC which affect
such Beneficial Owners, including notification of all interest payments, will be forwarded in
writing by such DTC Participant. See "THE 1995 NOTES -- Book-Entry Only System" herein.
Note Transfer and Exchange
The 1995 Notes are transferable by the registered owner thereof, in person or by duly
authorized attorney, at the principal corporate trust office of the Trustee in San Francisco,
California, upon surrender thereof for cancellation accompanied by a duly executed written
instrument of transfer on a form approved by the Trustee, and thereupon a new 1995 Note or
1995 Notes will be issued to the transferee in exchange therefor, in the manner, subject to the
conditions and upon payment of any tax or governmental charge required to be paid with respect
to such transfer as set forth in the Indenture.
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[S&- DOC SF942770.011 DATED 12/06/941
Book-Entry Only System
DTC will act as securities depository for the 1995 Notes. The 1995 Notes will be
executed and delivered as fully-registered notes registered in the name of Cede & Co. (DTC's
partnership nominee). One fully-registered note will be executed and delivered for each maturity
of the 1995 Notes, each in the aggregate principal amount due on such maturity date, and will be
deposited with DTC.
The following information has been provided by DTC and the District makes no
representation as to its accuracy or completeness. For further information, DTC may be
contacted in New York,New York.
DTC is a limited purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds securities that its participants ("DTC
Participants") deposit with DTC. DTC also facilitates the settlement among DTC Participants of
securities transactions, such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in DTC Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. "Direct Participants" include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its
participants are on file with the Securities and Exchange Commission.
Purchases of 1995 Notes under the DTC system must be made by or through Direct
Participants, which will receive a credit for the 1995 Notes on DTC's records. The ownership
interest of each actual purchaser of each 1995 Note ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the 1995 Notes are to be accomplished by
entries made on the books of DTC Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive 1995 Notes representing their ownership interests, except in
the event that use of the book-entry system for the 1995 Notes is discontinued.
To facilitate subsequent transfers, all 1995 Notes deposited by DTC Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of 1995
Notes with DTC and their registration in the name of Cede & Co. effect no change in beneficial
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[S&, UOC SF942770.0I 1 DATED 12/06/94]
ownership. DTC has no knowledge of the actual Beneficial Owners of the 1995 Notes; DTC's
records reflect only the identity of the Direct Participants to whose accounts such 1995 Notes are
credited, which may or may not be the Beneficial Owners. The DTC Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the 1995 Notes. Under
its usual procedures, DTC mails an Omnibus Proxy to the issuer of the securities as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the 1995 Notes are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments and premium, if any, with respect to the 1995 Notes will
be made to DTC. DTC's practice is to credit Direct Participants' accounts on the payable date in
accordance with their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payment on the payable date. Payments by DTC Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such DTC Participant and not of DTC, the Trustee or the
District, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the Trustee; disbursement of
such payments to Direct Participants will be the responsibility of DTC; and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the
1995 Notes at any time by giving reasonable notice to the Trustee and the District. Under such
circumstances, in the event that a successor securities depository is not obtained, physical notes
are required to be printed and delivered as described in the Indenture.
In the event the District and the Trustee determine not to continue the DTC book-entry
only system or DTC determines to discontinue its services with respect to the 1995 Notes and the
District does not select another qualified securities depository, the District will deliver one or
more 1995 Notes in such principal amount or amounts, in authorized denominations, and
registered in whatever name or names, as DTC will designate. In such event, transfers and
exchanges of 1995 Notes will be governed by the provisions of the Indenture.
AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR THE 1995 NOTES,
THE TRUSTEE WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO
HOLDERS ONLY TO DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC
PARTICIPANT, OR OF ANY DTC PARTICIPANT TO NOTIFY ANY BENEFICIAL
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[So. JOC SF942770.01 1 DATED 12/06/94]
OWNER, OF ANY NOTICE AND ITS CONTENT OR EFFECT WILL NOT AFFECT THE
VALIDITY OR SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE
REDEMPTION OF THE 1995 NOTES CALLED FOR REDEMPTION OR OF ANY OTHER
ACTION PREMISED ON SUCH NOTICE.
THE DISTRICT, THE TRUSTEE AND THE UNDERWRITER HAVE NO
RESPONSIBILITY OR LIABILITY FOR ANY ASPECTS OF THE RECORDS RELATING
TO OR PAYMENTS MADE ON ACCOUNT OF BENEFICIAL OWNERSHIP, OR FOR
MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO
BENEFICIAL OWNERSHIP OF INTERESTS IN THE 1995 NOTES.
THE DISTRICT, THE TRUSTEE AND THE UNDERWRITER CANNOT AND DO
NOT GIVE ANY ASSURANCES THAT DTC WILL DISTRIBUTE PAYMENTS TO DTC
PARTICIPANTS OR THAT DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE
PAYMENTS WITH RESPECT TO THE 1995 NOTES RECEIVED BY DTC OR ITS
NOMINEES AS THE HOLDER OR ANY REDEMPTION NOTICES OR OTHER NOTICES
TO THE BENEFICIAL HOLDERS, OR THAT THEY WILL DO SO ON A TIMELY BASIS,
OR THAT DTC WILL SERVICE AND ACT IN THE MANNER DESCRIBED IN THIS
OFFICIAL STATEMENT.
The foregoing description of the procedures and record keeping with respect to beneficial
ownership interests in the 1995 Notes, payment of principal, redemption premium, if any, and
interest with respect to the 1995 Notes to DTC, DTC Participants or Beneficial Owners,
confirmation and transfers of beneficial ownership interests in the 1995 Notes and other related
transactions by and between DTC, DTC Participants and the Beneficial Owners is based solely
on the District's and the Trustee's understanding of such procedures and record keeping from
information provided by DTC._ Accordingly, no representations can be made concerning these
matters and neither DTC, DTC Participants nor the Beneficial Owners should rely on the
foregoing information with respect to such matters, but should instead confirm the same with
DTC or DTC Participants, as the case may be. The District and the Trustee understand that the
current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and
that the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file
with DTC.
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[Sd .00 SF942770.011 DATED 12/06/94]
THE REFUNDING PLAN
The District plans to apply proceeds of the 1995 Notes made available to it for the
purposes of (i) acquiring land and facilities to preserve and use as open space, (ii) refunding
Notes issued in 1987, (iii) advance refunding a portion of Notes issued in 1990, (iv) funding a
reserve fund and (v)paying the costs of issuance of the 1995 Notes.
The 1987 Notes were issued in March 1987 in the aggregate principal amount of
$21,200,000 to legally defease certain outstanding promissory notes of the District, prepay land
contract debt, and to finance the acquisition of land and facilities to preserve and use as open
space. A portion of the 1987 Notes were economically defeased as part of the 1990 Note issue.
The principal amount of the 1987 Notes remaining as of December 31, 1994 is $5,901,194, all of
which will be defeased by the 1995 Notes.
The 1990 Notes were issued in September 1990 in the aggregate principal amount of
$15,000,000 to refund a portion of the 1987 Notes and to finance the acquisition of open space
lands. The principal of the 1990 Notes which is legally defeasable is $3,500,000* . The 1987
Notes and 1990 Notes are together referred to herein as the "Refunded Securities".
Proceeds from the sale of the 1995 Notes, together with certain funds made available
through the defeasance of the Refunded Securities, will be deposited in trust with First Interstate
Bank of California (the "Escrow Agent") pursuant to two escrow agreements each dated as of
January 1, 1995 (the "Escrow Agreements"). One such Escrow Agreement will relate to the
1987 Notes and the other will relate to the 1990 Notes. The funds deposited pursuant to the
Escrow Agreements will be applied to the purchase of direct obligations of the United States of
America (including obligations issued or held in book-entry form on the books of the
Department of the Treasury of the United States) the timely payment of principal of and interest
on which are fully guaranteed by the United States of America (the "Escrow Securities"). The
Escrow Securities, including interest thereon, together with other moneys held pursuant to the
Agreements, will a sufficient to a i the principal of and interest on the 1987 Notes
Escrowb
pay P P
to and including March 1, 1995 when all of the 1987 Notes then remaining outstanding will be
at a prepayment rice equal to 101% of the principal amount to be prepaid and (ii) the
prepaid P P F
principal of and interest on a portion of the 1990 Notes to and including September 1, 1999 when
a portion of the 1990 Notes maturing in the years 2008 through and including 2010 will be
0
redeemed at a redemption rice equal to 102.O10 of the principal amount to be prepaid. The
F P q P P P P
foregoing deposits pursuant to the Escrow Agreements will result in the defeasance of the
Refunded Securities pursuant to the provisions of the respective instruments pursuant to which
they were delivered as of the date of execution and delivery of the 1995 Notes.
The Escrow Securities and other moneys held under the Escrow Agreements are pledged
to the payment of the Refunded Securities. Neither the principal of the Escrow Securities
deposited with the Escrow Agent nor the interest thereon will be available for the payment of the
1995 Notes.
*Preliminary,subject to change.
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[S&. 00C SF942770.01 1 DATED 12/06/94]
SECURITY AND SOURCE OF PAYMENT
Property Taxes
The 1995 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 from any other legally available funds of the District including, but not limited to,
subventions received from the State in lieu of property taxes, if any, certain federal and State
grants, if any, and interest earned on invested funds. The full faith and credit or taxing power of
the District is not pledged for the payment of the 1995 Notes, and the 1995 Notes are not secured
by a legal or equitable pledge of, or charge, lien or encumbrance on, any property of the District
or any of its income or revenue.
The Indenture constitutes a contract between the District and the registered owners of the
1995 Notes. The covenants and agreements set forth in the Indenture will be for the equal and
proportionate benefit, security and protection of all registered owners of the 1995 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 other by reason of the
number or date thereof or the time of sale, execution and delivery thereof.
For the purpose of paying the principal of and interest on the 1995 Notes, until the
principal of and interest on the 1995 Notes are paid or 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 1995 Notes as they become due, the District agrees pursuant to the Indenture annually to set
aside a portion of the limited ad valorem taxes levied upon all taxable property within the
District by the Boards of Supervisors of the Counties, and allocated to the District under
applicable law, or other legally available funds of the District, sufficient to pay such principal of
and interest on the 1995 Notes that will become due before the proceeds of a tax levied at the
next general tax levy will be available for such purpose. See "THE INDENTURE - Note Fund"
herein.
I
Reserve Fund (may be substituted with a surety*)
A Reserve Fund will be established for the security of the noteholders in the amount of
$ which is the Reserve Fund Requirement, as defined in the Indenture. An
amount equal to the Reserve Fund Requirement will be retained in the Reserve Fund and used
only for the payment of principal of, redemption premium, if any, and interest on the 1995 Notes
to the extent amounts in the Note Fund (as defined below) are insufficient therefor or for the
retirement of all outstanding 1995 Notes. Whenever any withdrawals from the Reserve Fund
reduces the balance therein below the Reserve Fund Requirement, the Reserve Fund will be
replenished to the Reserve Fund Requirement from the first available Limited Taxes, as provided
in the Indenture.
`Preliminary,subject to change.
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[S& OC SF942770.011 DATED 12/06/94]
Parity Obligations
The 1995 Notes are co-equal to and are on a parity with the outstanding 1988 Notes, 1990
Notes and 1992 Notes as well as the Parity Land Contracts described below.
In February 1988, pursuant to Resolution 88-03 adopted by the Board of Directors of the
District on January 27, 1988, and an Indenture of Trust on February 1, 1988 (the "1988
Indenture") the District sold the 1988 Notes in the aggregate principal amount of$12,500,000 to
finance acquisition of open space lands. The outstanding 1988 Notes mature annually from
March 1, 1994 through February 1, 2008 and bear interest at a floating rate which is based upon
prevailing market conditions and is predetermined every seven days. For the 52 weeks ending
November 9, 1994, the average interest rate for the 1988 Notes was 2.82%. As of January 1,
1995, the outstanding principal of the 1988 Notes is $11,800,000.
In September 1990, pursuant to Resolution 90-38 adopted by the Board of Directors of
the District on August 22, 1990 (the "1990 Resolution") the District sold the 1990 Notes in the
aggregate principal amount of$15,000,000 to refund a portion of the 1987 Notes, prepay certain
land contract debt and finance acquisition of open space lands. The outstanding 1990 Notes
mature annually from September 1, 1995 through September 1, 2010 and bear interest at rates
ranging from 6.5% to 7.5%. After the partial refunding of the 1990 Notes by the 1995 Notes as
described under "Refunding Plan", $11,500,000 of the original principal amount of the 1990
Notes will remain outstanding.
In December 1992, pursuant to Resolution No. 92-56 adopted by the Board of Directors
of the District on November 18, 1992 (the "1992 Resolution"), the District sold the 1992 Notes
in the aggregate principal amount of$8,000,000 to finance acquisition of open space lands. The
1992 Notes mature annually from July 1,1997 through July 1, 2012 and bear interest at rates
ranging from 5.00% to 6.35%. As of January 1, 1994 all of the $8,000,000 original principal
amount of the 1992 Notes will remain outstanding.
As of January 1, 1995, the District will have $1,947,000 aggregate principal amount of
notes representing obligations of the District under contracts for the purchase of land by the
District for open space (the "Land Contract Notes"). As of March 31, 1994, land with a cost of
approximately $3,515,050 was pledged as collateral for the Land Contract Notes. The 1995
Notes being offered herein are payable from property taxes allocated to the District and legally
available to pay the Notes and obligations of the District on a parity with the Notes (the "Limited
Tax Revenues") and other revenues as herein described, and are not secured by a pledge of any
land or other property of the District. Of the $1,947,000 total amount of Land Contract Notes
outstanding, $57,700 is payable from Limited Tax Revenues on a parity with the Notes. The
District intends to issue additional notes on a parity with the Notes in the future.
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1S& JC SF942770.011 DATED 121061941
THE INDENTURE
The following is a brief outline of certain provisions of the Indenture and is not to be
considered a full statement pertaining thereto. Reference is made to the Indenture for the
complete text thereof. Copies of the Indenture are available from the District.
Flow of Funds
Upon the sale and delivery of the 1995 Notes, the Treasurer of the District (the
"Treasurer") will set aside and deposit the proceeds received from such sale in the following
respective funds and in the following order of priority: first, in the 1995 Promissory Note Interest
and Principal Fund (the "Note Fund"), an amount equal to $ ; second, in the 1995
Promissory Note Reserve Fund (the "Reserve Fund"), an amount equal to $ ; third, in the
1995 Promissory Note Refunding Fund (the "Refunding Fund"), an amount equal to $ ; and
fourth, in the 1995 Promissory Note Acquisition Fund (the "Acquisition Fund"), the balance of
such proceeds.
Note Fund
Under the Indenture, the District agrees and covenants that, as authorized by and subject
to the Law, until the principal of, redemption premiums, if any, and interest on the 1995 Notes
are paid in full or until there is a sum in the treasury of the District set apart for that purpose
sufficient to meet all payments of principal of, redemption premiums, if any, and interest on the
1995 Notes as they become due, it will annually set aside a portion of the limited ad valorem
taxes levied upon all taxable property in the District by the Boards of Supervisors of the Counties
and allocated to the District under applicable law, or other legally available funds of the District,
sufficient to pay such principal of, redemption premiums, if any, and interest on the 1995 Notes
that will become due before the proceeds of such tax levied at the next general tax levy will be
available for such purpose. In order to implement this covenant, the District further agrees to set
aside as soon as possible after the receipt of such taxes that become delinquent after April 10 of
each year, commencing April, 1995, an amount of such taxes or other available funds of the
District equal to the interest that becomes due and payable on the 1995 Notes on the next
succeeding September 1, plus the principal and redemption premiums, if any, on the 1995 Notes
that become due on the 1995 Notes on or prior to such date, and that it will set aside, as soon as
possible after the receipt of such taxes that become delinquent after December 10 each year,
commencing December 1995, an amount of such taxes or other legally available funds of the
District equal to the interest that becomes due and payable on the 1995 Notes on the next
succeeding March 1. Notwithstanding this covenant, the Counties have adopted the Teeter Plan,
which as long as it remains in effect, will provide the District with its apportionment of secured
taxes, including the delinquent portion. Under the Indenture, all such taxes or other legally
available funds of the District will be deposited by the District Controller in the Note Fund.
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Moneys in the Note Fund are required to be used solely for the payment of the principal,
redemption premium, if any, and interest on the 1995 Notes. Pending disbursement, moneys in
the Note Fund will be deposited or invested as permitted by law and the Indenture. All proceeds
of such deposits or investments will be deposited as and when received in the Note Fund.
The covenants and agreements set forth in the Indenture are for the equal and
proportionate benefit, security and protection of all owners of the 1995 Notes, 1992 Notes, 1990
Notes and 1988 Notes and any additional notes which may be issued on a parity with the Notes,
without preference or distinction as to security or otherwise of any such obligations over any of
the other by reason of the number or date thereof or the time of sale, execution and delivery of
the.1995 Notes.
Reserve Fund
The Indenture requires that the Reserve Fund, initially funded with proceeds of the sale of
the 1995 Notes in the amount of$- (the "Reserve Fund Requirement"), be maintained at
the Reserve Fund Requirement so long as the 1995 Notes are outstanding. In the event
withdrawals from the Reserve Fund decrease the balance in the Reserve Fund to an amount less
than the Reserve Fund Requirement, the District is required to replenish the Reserve Fund from
the first available taxes and revenues of the District, provided, how eve , that the District is not
obligated to replenish the Reserve Fund at any time when the sum of the amounts in the Reserve
Fund and the Note Fund is at least equal to the aggregate principal amount of the 1995 Notes
then outstanding and interest then due and thereafter to become due on such 1995 Notes. The
Indenture permits the District to withdraw any amounts in the Reserve Fund in excess of the
Reserve Fund Requirement. Furtherance, the Indenture permits the District to substitute the
Reserve Fund with a qualifying surety bond or letter of credit.
Except as previously described, all moneys in the Reserve Fund are required to be used
solely for the payment of the principal of, redemption premium, if any, and interest on, the 1995
Notes in the event and to the extent that the District has no other moneys available therefor.
Acquisition Fund
Moneys in the Acquisition Fund shall be used and withdrawn solely for paying costs of
issuance of the 1995 Notes and the financing of the Project. After the closure of the Acquisition
Fund, any moneys remaining therein will be transferred to the Note Fund.
Investment of Moneys in the Funds and Accounts
Subject to the provisions of the Internal Revenue Code of 1986, as amended, and State
law, including the Law, all moneys in the funds and accounts established under the Indenture are
to be deposited or invested as determined by the Controller so as to obtain the highest yield that
the Controller deems practicable, having due regard for the safety of such deposits and
investments; provided, that all such deposits and investments must be withdrawable or must
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mature at such times so as to coincide as nearly as practicable with the time when such moneys
are expected to be withdrawn for use under the Indenture. Proceeds of the investment of
amounts in the funds and accounts established by the Indenture are deposited as and when
received in the fund or account in which such investments are held, except that proceeds of the
investment of amounts in the Reserve Fund are to be deposited in the Interest and Principal Fund
in accordance with the Indenture.
Covenants and Additional Debt
The District agrees and covenants that until payment in full of all the principal of,
redemption premium, if any, and interest on the 1995 Notes (or provision satisfactory for such
payment) will have been made, it will:
1. Duly and punctually pay or cause to be paid the principal of, redemption premium, if
any, and interest on the 1995 Notes in accordance with the conditions and terms
thereof and of the Indenture;
2. Incur no additional indebtedness or capital lease obligations payable from Limited
Taxes received by the District having any priority in payment to payment of the
principal of, redemption premium, if any, and interest on the 1995 Notes;
3. Incur no additional indebtedness or capital lease obligations payable from Limited
Taxes received by the District on a parity in payment with the principal of, interest
on, or redemptions premiums, if any, on the 1995 Notes unless it will have first filed
with the Trustee a certificate executed by the District Controller showing:
(i) the total Limited Taxes plus the total subventions received by the District from
the State of California in its most recent audited fiscal year, as shown by the
most recent audited financial statement of the District;
(ii) the debt service payable by the District during its next succeeding fiscal year on
all indebtedness or capital lease obligations of the District that would be payable
from the Limited Taxes on a parity with the 1995 Notes and the debt service
that is payable on the outstanding 1995 Notes in the next succeeding fiscal year;
and
(iii) that the total defined in subparagraph (i) above is at least 125% of the total
defined in subparagraph(ii) above.
"Limited Taxes" means the limited ad valorem property taxes levied on all taxable
property in the District by the Boards of Supervisors of the Counties and allocated to the District
under applicable law that are legally available to pay the 1995 Notes and any other notes and
parity debt.
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I
Prepare and adopt a budget for each fiscal year, which budget will provide for the
payment of the principal of, redemption premium, if any, and interest on the 1995 Notes
becoming due and payable in such fiscal year and for appropriations of the Limited Taxes fully
sufficient to make such payments. The budgets of the District on file with the Trustee will be
open to inspection during regular business hours by any registered owner of the 1995 Notes.
Insufficiency of Net Revenues to Pay Debt Service
i
The following events would result in default by the District under the Indenture,
including, (i) failure to provide due and punctual payment of the interest and principal or
redemption premium, if any, on any Note when it becomes due and payable, (ii) failure to
observe or perform in concert with any of the other agreements, conditions, covenants or terms of
the Indenture, and such default continues for 64 days after notice of default is given by the
Trustee, and (iii) filing of a petition seeking reorganization under the federal bankruptcy laws or
any other applicable law of the United States of America.
In each case during the continuance of such events of default, the Trustee may, upon the
written consent of at least 25% in aggregate principal amount of the 1995 Notes at the time
outstanding of the registered owners, (i) by suit enforce his rights against the District or any
member of the Board or officer or employee of the District and compel the District to carry out
their duties under the law and the agreements and covenants with the registered owners of the
1995 Notes, (ii) by suit enjoin any acts or things which are unlawful or violate the rights of the
registered owners of the 1995 Notes, or (iii) by suit upon the nonpayment of the 1995 Notes,
require the District to account as the trustee of an express trust. Nothing in the Indenture,
including the covenants described herein, will affect or impair the obligation of the District,
which is absolute and unconditional, to pay the interest on and principal of and redemption
premiums, if any, on the 1995 Notes to the respective registered owners of the 1995 Notes at the
respective dates of maturity or redemption.
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THE PROJECT
In addition to funding the Reserve Fund and paying costs of issuance of the 1995 Notes,
proceeds of the 1995 Notes will be used by the District to acquire necessary and proper lands and
facilities for preservation and use as open space (the "Project") in accordance with the Law. See
"THE DISTRICT - Objectives and Operations" below.
THE DISTRICT
Location and Size
On November 7, 1972, the citizens of northwestern Santa Clara County voted to establish
the Midpeninsula Regional Park District under provisions of the Law. On July 7, 1976, after
another public vote the District expanded its boundaries by annexing the southeastern portion of
San Mateo County. The District was subsequently renamed the "Midpeninsula Regional Open
Space District."
The approximately 331 square miles of the District include about 200 square miles within
Santa Clara County and 130 square miles within San Mateo County, constituting approximately
61% and 39% respectively of the total District area. In 1992, approximately 1.2 square miles of
land in Santa Cruz County was also annexed to the District, although the District receives no
portion of the property taxes attributable to this land. The southwestern border of the District
falls approximately along the ridgeline of the coast range which bisects the San Francisco
Peninsula into the coastside and bayside regions. The coastside is predominately rural in
character, with limited areas of flat land on the ocean terraces and vast areas of steep, forested
ridges and canyons located inland. The District is located on the bayside which has more gentle
topography characterized by substantially level areas and rolling plains which have been more
favorable for development. The District's northeast border is the San Francisco Bay.
The District is composed of the incorporated communities of Palo Alto, Mountain View,
Los Altos, Los Altos Hills, Sunnyvale, Cupertino, Saratoga, Monte Sereno, and Los Gatos and
adjacent unincorporated areas located in Santa Clara County, the incorporated communities of
Woodside, San Carlos, Menlo Park, East Palo Alto, Atherton, Portola Valley and Redwood City
and adjacent unincorporated areas located in San Mateo County. The small portion of the
District in Santa Cruz County is in an unincorporated area. The District encompasses a
population of approximately 621,600 persons.
Management
The seven-member elected District Board of Directors originates, guides, and enforces
District policies, Members of the Board of Directors are elected for staggered four-year terms
from seven wards within the District.
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The following are the current Board members:
Virginia Babbitt, President Elizabeth S. Crowder, Director
Peter W. Siemens, Vice President Wim de Wit, Director
Robert J. McKibbin, Treasurer Nonette G. Hanko, Director
Ernestine U. Henshaw, Secretary
L. Craig Britton is the District's General Manager and is responsible for the
administration of the District's affairs. Mr. Britton joined the District in 1977 as Land
Acquisition Manager and in 1979 also assumed the duties of Assistant General Manager. Prior
to his involvement with the District, Mr. Britton worked for the Counties of Marin and Santa
Cruz and the State of California with duties including acquisition and property management. Mr.
Britton attended Claremont Men's College and San Francisco State College where he received a
B.A. in Business.
Michael L. Foster has been Controller of the District since 1978. In addition to his
responsibility with the District, Mr. Foster is also the Vice President - Financial Planning and
Treasurer of California Microwave, Inc., a communications equipment manufacturer. Mr. Foster
received both an undergraduate degree in economics and a Master of Business Administration
from Stanford University.
The District currently has 47 full-time employees, 3 part-time employees, and 3 seasonal
employees.
Objectives and Operations
Preservation of open space is the principal objective of the District. "Open space" is
generally defined by the District as any land or water area which remains in a natural state, is
used for agriculture, or is otherwise essentially undeveloped.
The Master Plan of the District (the "Master Plan"), which was adopted initially by the
District Board of Directors on December 14, 1977 and January 11, 1978, defines acquisition
policies and the role the District will play in the preservation of open space. According to the
Master Plan, the District seeks to preserve open space for the following purposes: for the
protection of natural vegetation, for the protection of wildlife, for outdoor recreation, for guiding
urban form, for scenic preservation, for the preservation of unique sites, for the protection of
agriculture, for the production of minerals and for the protection of public health and safety.
Under certain circumstances the District may acquire undeveloped land within an urbanized area.
The Master Plan of the District defines acquisition policies and the role the District will
play in the preservation of open space and reflects the roles the District believes other public
agencies and private organizations should play in the preservation of open space. The Master
Plan map was based on an open space lands evaluation.
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The District's most effective method for the preservation of open space is the purchase of
land with District revenues and from the proceeds of its debt obligations. Other sources of
revenues for acquiring land for open space purposes include obtaining State and federal grants
for the land purchases. From time to time the District also receives gifts of open space land and
participates in joint projects with other governmental agencies and private non-profit
organizations to acquire and maintain open space lands.
The District has the power of eminent domain. However, the District does not have
regulatory power over lands other than those it owns. Consequently, it cannot adopt zoning
ordinances or regulations affecting lands not owned by the District. The power to protect open
space by regulating land use is held primarily by the cities located within the District and by the
Counties.
It is the policy of the current Board of Directors that during the next several years as
much as possible of the District's financial resources will be devoted to acquiring open space
lands before the land is developed and land costs become prohibitive. In keeping with this land
acquisition policy, administrative costs are projected to be kept to a minimum, but land
management expenditures are anticipated to be an increasing percentage of annual tax revenue.
Approximately 37,200 acres of open space land had been preserved by the District as of
January 1, 1994. The use of proceeds of the 1995 Notes will add additional land to the District's
current open space holdings.
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ESTIMATED TAX REVENUES AND NOTE RETIREMENT
General
The 1995 Notes are limited obligations of the District payable from limited ad valorem
property taxes levied upon all taxable property within the District by the Boards of Supervisors
of the Counties, and allocated to the District under applicable law, and from any other funds
legally available therefor. The full faith and credit or taxing power of the District is not pledged
for the payment of the 1995 Notes, and the 1995 Notes are not secured by a legal or equitable
pledge of, or charge, lien or encumbrance on, any property of the District or any of its income or
revenue. See "DISTRICT FINANCIAL INFORMATION" for a description of certain other
moneys which may be available to pay debt service on the 1995 Notes.
The District's revenues are derived from two basic sources: (1) the District's allocation of
the 1% tax rate levied in the Counties; and (2) subventions received from the State in lieu of
certain property taxes.
Property Tax Limitation and Allocation
Article XIIIA of the California Constitution provides for a maximum ad valorem property
tax equal to one percent of the full cash value of property. Article XIIIA defines full cash value
to mean "the county assessor's valuation of real property as shown on the 1975-76 tax bill under
'full cash value', or thereafter, the appraised value of real property when purchased, newly
constructed, or a change in ownership has occurred after the 1975 assessment." At other times,
this full cash value may be increased at a rate not to exceed two percent per year to account for
inflation.
Future assessed valuation growth allowed under Article XIIIA (new construction, certain
changes of ownership, two percent inflation) will be allocated on the basis of"situs" among the
jurisdictions that serve the tax rate area within which the growth occurs. Local agencies and
schools will share the growth of "base" revenues from the tax rate area. Each year's growth
allocation becomes part of each agency's allocation in the following year. The availability of
revenues from growth in tax bases to such entities may be affected by the establishment of
redevelopment agencies which, under certain circumstances, may be entitled to revenues
resulting from the increase in certain property values. See "CONSTITUTIONAL AND
STATUTORY TAX LIMITATIONS."
Although Proposition 46, approved by the voters of the State in June 1986, permits local
governments, including the District, to issue bonded indebtedness payable from ad valorem
taxing in excess of one percent of full cash value with the approval of two-thirds of the votes cast
by voters voting on the proposition, the voters of the District have not been presented with a tax
override proposal with respect to the 1995 Notes. Owners of the 1995 Notes have no right to
compel the District to levy or cause to be levied any tax for the payment of the principal of,
redemption premium, if any, or interest on the 1995 Notes and must look solely to the
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allocation described above and to certain other legally available revenues of the District for
such payment.
Property Tax Collection Procedures
In California, property which is subject to ad valorem taxes is classified as "secured" or
"unsecured." The secured classification includes property on which any property tax levied by
the county becomes a lien on that property. A tax levied on unsecured property does not become
a lien against the taxed, unsecured property, but may become a lien on certain other property
owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all
other liens on the secured property, regardless of the time of the creation of other liens.
A 10% penalty is added to delinquent taxes which have been levied with respect to
property on the secured roll. In addition, property on the secured roll on which taxes are
delinquent becomes tax defaulted property by the last business day of the fiscal year. Such
property may thereafter be redeemed by payment of the delinquent taxes and delinquency
penalties, plus a redemption penalty of 1.5% per month.
The valuation of property is determined as of either (1) the 1975-76 tax year, (2) the later
date of a change of ownership or new construction, or(3) March I of the tax year if the value has
declined below the previous year's value. For property on the secured roll, taxes become
delinquent on December 10 and April 10. Taxes on unsecured property are due March I and
become delinquent August 31.
When a change of ownership or completion of new construction occurs a supplemental
assessment is made. Depending upon when the change of ownership occurred or when the
construction was completed there can be one or two supplemental assessments.
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Assessed Valuation
Table 1 shows a detailed summary of the District's assessed valuation since 1985-86.
Property in the District is assessed by the Santa Clara and San Mateo County Assessors in their
respective counties except for public utility property which is assessed by the State Board of
Equalization.
TABLE I
District Assessed Valuation
($000,000's)
Santa Clara San Mateo Total District Less: Total Net
County County Gross Redevelopment District
Fiscal Year Portion Portion Valuation Increment Valuation
1985-86 23,264.7 8,900.1 32,164.8 516.4 31,648.4
1986-87 25,560.3 9,832.2 35,392.4 748.4 34,644.1
1987-88 27,708.4 10,844.5 38,552.9 966.0 37,586.9
1988-89 29,285.4 11,583.5 40,869.0 1,047.1 )9,821.9
1989-90 32,999.0 13,040.2 46,039.2 1,358.7 44,680.5
1990-91 36,598.5 14,849.0 51,447.5 1,586.8 49,860.7
1991-92 38,191.6 15,866.6 54,058.2 1,783.7 52,274.5
1992-93 40,129.0 16,809.8 56,938.8 1,936.5 55,002.3
1993-94 41,537.4 17,592.6 59,130.0 2,075.5 57,054.5
1994-95 41,918.1 18,203.5 60,121.6 2,146.9 57,974.7
Source: California Municipal Statistics.
Secured and Unsecured Tax Levies
Table 2 shows the total combined secured and unsecured tax receipts allocated by the
Counties to the District and received by the District during the last nine fiscal years. The Pre-
Article XIIIA tax override for the District, as well as certain late payments of taxes with respect
to fiscal years prior to the fiscal years during which such payments are made are not reflected in
Table 2. See "CONSTITUTIONAL AND STATUTORY TAX LIMITATIONS - Constitutional
Limitations- Article XIIIA" below.
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TABLE 2
District Current Secured and Unsecured Tax Receipts
(Excludes Pre-Article XIIIA Tax Override Levy)(1)
Current Secured Tax Receipts(1)
State Fiscal Santa Clara San Mateo District Total
Year County County Secured
1985-86 $3,139,700 $1,334,200 $4,473,900
1986-87 3,445,208 1,463,045 4,908,253
1987-88 3,712,180 1,674,445 5,386,625
1988-89(2) 4,007,120 1,792,226 5,799,346
1989-90 4,476,832 2,031,886 6,508,718
1990-91 4,580,579 2,342,564 6,923,143
1991-92 5,311,839 2,426,882 7,738,721
1992-93 5,448,227 2,449,937 7,898,164
1993-94 5,431,540 2,633,077 8,064,617
i
Current Unsecured Tax Receipts
State Fiscal Santa Clara San Mateo District Total Total Secured
Year County County Unsecured and Unsecured
1985-86 $451,500 $196,800 $648,300 $5,122,200
1986-87 512,189 209,185 721,374 5,629,627
i
1987-88 507,689 221,739 729,428 6,116,053
1988-89(2) 574,021 236,983 811,004 6,610,350
1989-90 625,167 242,246 867,413 7,376,131
1990-91 739,049 280,485 1,019,534 7,942,677
1991-92 742,900 312,098 1,054,998 8,793,719
1992-93 762,242 331,431 1,093,673 8,991,837
1993-94 754,355 363,596 1,117,951 9,182,568
(I) The District also receives a share of delinquent taxes, redemption fees, supplemental taxes and State
subvention payments received by each County. This revenue totaled$1,110,317 in 1993-94 and the District
expects to receive$504,000 in 1994-95.
(2) Nine-month fiscal year(District changed fiscal year end from June 30 to March 31).
Source: District Controller.
The Board of Supervisors of the Counties have approved the implementation of the
Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the
"Teeter Plan"), as provided for in Section 4701 et seq. of the California Revenue and Taxation
Code. Under the Teeter Plan, the Counties apportion secured property taxes on an accrual basis
when due (irrespective of actual collections)to local political subdivisions, including the District,
for which the Counties act as the tax-levying or tax-collecting agency.
The Teeter Plan is to remain in effect unless the Board of Supervisors of the Counties
orders its discontinuance or unless, prior to the commencement of any Fiscal Year of the
Counties (which commences on July 1), the Board of Supervisors receives a petition for its
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discontinuance joined in by resolutions adopted by at least two-thirds of the participating revenue
districts in the Counties, in which event the Board of Supervisors is to order discontinuance of
the Teeter Plan effective at the commencement of the subsequent fiscal year. If the Teeter Plan
is discontinued subsequent to its implementation, secured property taxes would be allocated to
political subdivisions (including the District) for which the Counties act as the tax-levying or tax-
collecting agency as collected(see "Ad Valorem Property Taxation" above).
According to California Municipal Statistics, Inc., the secured tax delinquency rate has
been at or below 3.9% in both Counties during each of the last seven fiscal years, as shown
below in Table 3:
TABLE
Secured Tax Delinquency Rates
(at June 30)
Fiscal Year Santa Clara County(1) San Mateo County(1)_
1987-88 2.88% 2.22%
1988-89 2.63 2.03
1989-90 2.57 2.82
1990-91 3.37 3.66
1991-92 3.44 3.83
1992-93 3.15 3.40
1993-94 2.70 3.61
Counties operate on Teeter Plan.
Source: California Municipal Statistics, Inc.
The District's allocation of tax revenues is the aggregate of the District's apportionment of
the taxes produced by the one percent tax rate in nearly one thousand tax code areas in Santa
Clara and San Mateo Counties. In accordance with Chapter 6 of the State 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 and for certain
incremental tax revenues allocated directly to redevelopment agencies within the District. Thus,
the increase in the District's allocation of taxes varies directly with the increase in the assessed
valuation within the District.
Unlike special districts in California that are wholly within one county, as a multi-county
special district, the District receives 100% of its allocation of collected taxes pursuant to Section
98.6 of the California Revenue and Taxation Code, and is not subject to a discretionary reduction
in such allocation by action of either County's Board of Supervisors.
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Projected Revenues
The District has projected revenues and expenditures for the first ten years in which the
1995 Notes will be outstanding and these projections are set forth in Table 4. The District's
projection of revenues is based on the following parameters:
(1) Annual increases of three percent (excluding subventions) in 1995-96 and five
percent per year thereafter in the Districts' allocation of funds derived from the basic
1% tax rate. The assessed valuation of taxable property within the District has
increased at an average rate of 4.1% annually over the last five years.
(2) District cash balances will be invested to earn five percent per annum.
(3) Revenue from State and federal grants is included based on approved project grants.
Although the District believes such assumptions to be reasonable, there is no assurance
that such assumptions and the projections based thereon will in fact be realized.
A State budget for State fiscal year 1994-95 was adopted July $, 1994. The State
proposed a two-year solution to eliminate the $2.0 billion accumulated budget deficit as of June
30, 1994.. The budget calls for no tax increases, a freeze in the spending for K-12 education at
the current funding levels, increased spending for prisons, and decreased spending for health and
welfare programs. The budget relied on the State borrowing $7 billion through a combination of
revenue anticipation warrants and revenue anticipation notes. To ensure the repayment of these
borrowings, the budget contains provisions for automatic spending cuts in 1994-95 and 1995-96
if revenue fails to meet expectations.
The District cannot predict what actions will be taken in the future by the State
Legislature and the Governor to deal with budget shortfalls. The State budget will be affected by
the course of the national economy and other factors. The District's share of local property taxes
is currently unaffected for State fiscal year 1994-95. No assurance can be given that such an
exemption will be available in future years.
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Table 4 below shows the estimated projected revenues for the District for fiscal years
1994-95through 2003-04.
TABLE 4
Estimated Revenues, 1994-95-2003-04
($000' s)
Fiscal Year Tax Revenues(1) Interest Earnings(2) Other Revenue(3) Total Revenues
1994-95 $10,140 $390 $1,721 $12,251
1995-96 10,444 375 2,000 12,819
1996-97 10,966 400 2,170 13,536
1997-98 11,515 425 700 12,640
1998-99 12,090 425 725 13,240
1999-00 12,695 450 755 13,900
2000-01 13,330 450 785 14,565
2001-02 13,996 475 815 15,286
2002-03 14,696 475 850 16,021
2003-04 15,431 500 885 16,816
(1) Estimated tax revenues include the District's share of funds derived from the 1% tax rate and subventions
received from the State of California in lieu of property taxes. The projection assumes a 3% increase in 1995-
96 and 5%per year increases thereafter.
(2) Interest earnings on the reserve fund and other funds of the District estimated at 5%. Such assumption is based
on historical increases; there is no assurance that such increases will occur.
(3) "Other Revenue"is primarily grant receipts, rental income, and in 1995-96 through 1996-97, proceeds from
the sale of surplus property.
Source: District Controller.
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Note Retirement
Table 5 estimates debt service coverage on the 1995 Notes and other debt of the District
on a parity with the 1995 Notes. The minimum debt service coverage ratio is estimated to be
approximately 2.86 in 1997-98. The District intends to issue additional notes on a parity with the
1995 Notes in the future. Although the Indenture requires the District to meet certain financial
tests before it may issue any such additional notes, the issuance of additional parity notes by the
District would decrease the debt service coverage ratios reflected on Table 5. See "THE
INDENTURE Covenants and Additional Debt." See "DISTRICT FINANCIAL INFORMATION
- Other Outstanding Debt" for a description of the District's other outstanding obligations
payable from Limited Tax Revenues and other legally available funds of the District.
TABLE
Estimated Debt Service Schedule Parity Debt
($000's)
Fiscal Estimated 1995 Notes(2) Other Parity Total Parity Coverage W/O
Year Revenues(l) Principal Interest Total Debt Service Debt Service Coverage Other Revenues
1994-95 12,251 239 239 2,749 2,988 4.10 3.52
1995-96 12.819 958 958 3,134 4,092 113 164
1996-97 13,536 958 958 3,171 4,129 3.28 2.75
1997-98 12,640 958 958 3,456 4,414 2.86 2.71
1998-99 13,240 100 955 1,055 3,422 4,477 2.96 2.80
1999-00 13,900 100 950 1,050 3,392 4,442 3.13 2.96
2000-01 14,565 100 944 1,044 3,356 4,400 3.31 3.13
2001-02 15,286 too 939 1,039 3,417 4,456 3.43 3.25
2002-03 16,021 too 933 1,033 3,378 4,411 3.63 3.44
2003-04 16,816 100 927 1,027 3,344 4,371 3.85 3.64
(1) Estimated Revenues from Table 4.
(2) Assumes an average interest of 6.65%.
(3) Other Revenues from Table 4.
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[S&. DOC SF942770.011 DATED 12/06/94]
Direct and Overlapping Bonded Indebtedness
The following sets forth the overlapping and direct bonded indebtedness of the District as
of December 1, 1994.
1994-95 Assessed Valuation: $57,974,647,879 (after deducting $2,146,898,062 redevelopment
incremental valuation)
DIRECT AND OVERLAPPING BONDED DEBT: % Applicable(1) Debt 12-1-94
Santa Clara County Authorities 39.966% $116,430.550
San Mateo County Authorities 32.693 71,031,301
Santa Clara County Flood Control and Water Conservation District,Zones W-I
&NC-I 34.572& 58.859 7,920,089
Foothill Community College District Certificates of Participation 92.162 28,408,937
Mountain View-Los Altos Union High School District Certificates of
Participation 100. 5,914,000
Sunnyvale School District Certificates of Participation 100. 8,970,000
Cupertino Union School District Certificates of Participation 72.574 13,727,3372
Campbell Union School District 16.841 4,574,841
Other School Districts and Authorities Various 16,652,314
City of Mountain View and Lease Obligations 100. 26,984,197
City of Sunnyvale Lease Obligations 99.994 26,818,391
City of Palo Alto Lease Obligations 100. 11,102,800
City of Cupertino Lease Obligations 89.888 52,602,458
City of Redwood City Lease Obligations 100. 24,415,000
Other Cities Various 4,795,000
Other City Lease Obligations Various 12,222,457
Redwood City General Improvement Districts 100. 17,575,000
El Camino Hospital District Facilities Authority 96.982 3,573,787
Santa Clara Valley Water District Certificates of Participation 39.966 57,798,829
Parking Districts 100. 9,590,000
1915 Act Bonds(Estimate) Various 33,481,450
Other Special Districts Various 5,298,728
Midpeninsula Regional Open Space District 100. 45,800,000(2)
Midpeninsula Regional Open Space District 100. 9,875,000
TOTAL GROSS DIRECT AND OVERLAPPING BONDED DEBT $615,562,501 (3)
Less: Santa Clara County FC&WCD,Zone NC-1 (100%self-supporting) 1,050,000
Cities of Mountain View and San Jose self-supporting bonds 416,577
El Camino Hospital Facilities Authority(100%self-supporting) 3,573,787
TOTAL NET DIRECT AND OVERLAPPING BONDED DEBT $610,522,137
(1) Based on 1993-94 ratios.
(2) Includes$15,000,000 Refunding Notes to be sold. Excludes amounts to be refunded.
(3) Excludes tax and revenue anticipation notes,revenue,mortgage revenue and tax allocation bonds and non-
bonded capital lease obligations.
Ratios to 1994-95 Assessed Valuation:
Direct Debt($55,675,000). . . . . . . 0.10%
Total Gross Debt. . . . . . . . . . . . . . . 1.06%
Total Net Debt. . . . . . . . . . . . . . . . 1.05%
STATE SCHOOL BUILDING AID REPAYABLE AS OF 6-30-94: $2,756,629
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DISTRICT FINANCIAL INFORMATION
Method of Accounting
The official books of record kept by the District utilize the principles of fund accounting
as prescribed for special districts by the State Controller. All District funds reflect the modified
accrual basis of accounting under which revenues are generally recognized in the period they
become available and measurable and expenditures are recognized generally when the obligation
is incurred, except for interest on long term debt which is recognized as an expenditure when
due. The District's fiscal year is April 1 through March 31. Prior to fiscal year 1988-89, the
District's fiscal year was July 1 to June 30. The District's certified public accountants are
currently Deloitte & Touche, San Jose, California.
District Financial Statements
The District's audited statement of General Fund Revenues Expenditures and Changes in
p
Fund Balance for the four years ended March 31, 1994 is shown in Table 6.
General property taxes are the District's largest source of revenues. Over the last four
fiscal years, property taxes have generated between 70% and 89%of the District's total revenues.
See "ESTIMATED TAX REVENUES AND NOTE RETIREMENT" and "CONSTITUTIONAL
AND STATUTORY TAX LIMITATIONS" for a description of the tax assessment process in
California.
Land acquisition, including debt service on notes issued to buy land in prior years, is the
major component of the District's expenditures, representing between 68% and 78% of total
expenditures in each year since fiscal year 1989-90.
Table 7 shows the combined Balance Sheet for the District's General Fund, General Fixed
Assets Fund, and General Long-Term Debt Fund for the years ended March 31, 1993 and March
31, 1994. The General Fixed Assets Fund includes all land, equipment, structures and
improvements. The General Long-Term Debt Fund accounts for the annual payment of long-
term debt. See APPENDIX A, "DISTRICT'S AUDITED FINANCIAL STATEMENTS FOR
THE YEAR ENDED MARCH 31, 1994 - Notes to Financial Statements" for the breakdown of
changes in the General Long-Term Debt Account and the amount of future debt service
payments.
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S4 JO F942770. 1 l D 1[ C S 0 DATED 12 06194]
TABLE 6
Midpeninsula Regional Open Space District
General Fund Revenues,Expenditures
And Changes In Fund Balance(1)
($000's)
Projected
- 9 - -94 1994-9 1990 91 1991-92 19 2 93 1993 5
REVENUES:
General Property Tax $ 8,645 $ 9,434 $ 9,628 $10,116 $9,960
State Grants 1,343 713 25 224 1,146
Other Taxes 171 111 171 177 180
Interest 961 840 474 472 390
Other 1,155 1,042 561 479 575
TOTAL REVENUES $12,275 $12,140 $10,8 77 $11,468 $12,251
EXPENDITURES:
Salaries and Benefits $ 2,141 $ 2,270 $ 2,635 $ 2,699 $ 2,953
Services and Other 3,630 1,979 2,091 1,947 1,892
SUBTOTAL $ 5,771 $ 4,249 $ 4,726 $ 4,646 $ 4,845
DEBT SERVICE:
Principal Repayment $ 5,446 $ 1,666 $ 2,205 $ 2,346 $ 873
Interest 2,797 3,070 3,666 2,959 3,385
SUBTOTAL DEBT SERVICE $ 8,243 $ 4,736 $ 5,871 $ 5,305 $ 4,258
SUBTOTAL EXPENDITURES 14,014 8,985 10,597 9,951 9,103
OPERATING CASH FLOW ($1,739) $ 3,155 $ 260 $ 1,517 $ 3,148
PROPERTY ACQUISITION 9,924 4,467 11,253 5,297 6,258
EXCESS OF REVENUES OVER
EXPENDITURES (11,663) (1,312) (10,993) (3,780) (3,110)
PROCEEDS FROM NOTES
PAYABLE 17,622 135 7,817 5,508 5,500
NET EXCESS 5,959 (1,177) (3,176) 1,728 2,390
STARTING FUND BALANCE 9,806 15,765 14,588 11,412 13,140
ENDING FUND BALANCE $15,765 $14,588 $11,412 $13,140 $15,530
(1) Fiscal Years ending March 31.
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[S. DOC SF942770.011 DATED 12/06/94]
TABLE 7
Midpeninsula Regional Open Space District
Balance Sheet
($000's)
March 31,1994 March 31,1993
General General General General
General Fixed Long-Term General Fixed Long-Term
Fund Assets Debt Fund Assets Debt
ASSETS AND OTHER DEBT BALANCES:
Cash and Cash Investments $5,271 $3,245
Restricted Cash 5,685 5,285
Taxes Receivable 2,627 3,259
Other Receivables 1,085 1,005
Prepaid Expenses/Other Assets 18 18
Land(At Cost) 136,897 131,599
Equipment 1,200 1,111
Structures and Improvements 5,929 5,212
Amount to be Provided for Retirement of
General Long-Term Debt 60,087 54,788
TOTAL ASSETS $14,6 66 $144,026 $60,0 77 $12,811 $137, 223 $54,788
LIABILITIES AND FUND EQUITY LIABILITIES:
Accounts Payable $ 144 $ 123
Accrued Liabilities/Deposits 274 375
Deferred Revenue 1,128 901
Notes Payable 60,087 54,788
TOTAL LIABILITIES $1,546 $0 $60,087 $1,399 $0 $54,788
FUND EQUITY:
Investment in General Fixed Assets $144,026 $137,923
Fund Balance 13,140 11,412
TOTAL FUND EQUITY $13,140 $144,02b $0 $11,412 $137,923 $0
TOTAL LIABILITIES AND EQUITY $14,686 $144,026 $60,087 $12,811 $137,923 $54,788
Source: District Controller.
Debt Capacity
Pursuant to the Law, the District may acquire lands or facilities by means of a plan to
borrow money or by purchase on contract. The amount of such indebtedness to be incurred may
not exceed an amount equal to the District's anticipated tax income for the next five-year period.
All such indebtedness must be repaid during a period not to exceed 20 years from the date on
which it is incurred and may bear interest at rates not exceeding 12% per annum. Each such
indebtedness will be authorized by a Indenture adopted by the affirmative votes of at least two-
thirds of the members of the Board of Directors of the District.
In addition the Indenture imposes additional limitations upon the issuancef o debt
payable on a parity with the Notes. See "THE INDENTURE - Covenants and Additional Debt."
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[So- DOC SF942770.011 DATED 12/06/94]
Sources of Funds
Tax Revenues. The general ad valorem property tax is the District's major source of revenue, as
well as the primary source of funds for the payment of debt service on the Notes. The general ad
valorem property tax consists of secured and unsecured property taxes. See "ESTIMATED TAX
REVENUES AND NOTE RETIREMENT" above for a more complete description of the
District's tax revenues.
State Grants. In 1994-95, the District projects revenues from grants of $1,146,000, which
amount represents grants for which the District has received approval, pending the completion of
land acquisitions or site development for certain projects. In general, the District only budgets
grant revenues when the source and amount of the grant have been reasonably assured.
Major Uses of Funds. Most of the District's funds are used for the acquisition of open space
lands and to service the debt issued for those purposes. In keeping with the policy of the
District's Board of Directors, administrative costs are projected to be kept to a minimum, but land
management expenditures are anticipated to be an increasing percentage of annual tax revenue.
In 1993-94, land acquisition, including debt service on notes issued to buy land in prior years,
totaled $10.6 million, accounting for 70%of total District expenditures.
Other Outstanding Debt
Following the issuance of the 1995 Notes the District will have outstanding $11,800,000
of 1988 Notes, $11,500,000 of 1990 Notes and $8,000,000 of 1992 Notes. In addition, the
District will have outstanding $17.3 million aggregate principal amount of lease obligations
represented by certificates of participation executed and delivered in 1993, and approximately
$1,947,000 principal amount of Land Contract Notes as described below. The District has never
defaulted on any of its debt.
Table 8 below lists the District's total indebtedness outstanding as of December 31, 1994,
after giving effect to the issuance of the 1995 Notes. The outstanding balance of the Land
Contract Notes as shown below is, in some cases, an aggregate of the outstanding balances on
more than one Land Contract Note. In some cases, several parcels constituting one open space
area have been purchased at different times through contracts secured by Land Contract Notes
with differing maturities and interest rates. In each case, the land has been purchased pursuant to
the California Public Resources Code which currently requires payment of debt over not more
than 20 years.
Approximately 29% ($19.2 million) of the debt outstanding, including the $17.3 million
certificates of participation issued in 1993, and approximately $1.9 million of the Land Contract
Notes will be subordinate to the obligation of the District to make payments on the 1995 Notes
from Limited Tax Revenues. The Indenture requires that any future debt issued by the District
and payable from Limited Taxes be on a parity with or subordinate to the 1995 Notes.
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[S. DOC S17942770.011 DATED 12/06/94]
TABLE 8
Midpeninsula Regional Open Space District
Debt Outstanding(1)
($000's)
Obligation
Original Amount Outstanding 1995-96
of Notes 12-31-94(1) Debt Service Final Payment
El Corte de Madera $500 $500 $ 40 March 1998
Fremont Older 89 62 66 June 1995
Foothills 192 165 18 December 1998
La Honda Creek(2) 941 574 84 October 1996
Sierra Azul(2 470 256 35 August 2008
Skyline 600 90 65 May 1996
Russian Ridge 300 300 15 December 1996
1988 Notes(3) 12,500 11,800 1,140 February 2008
1990 Notes 15,000 11,500 1,360 September 2010
1992 Notes 8,000 8,000 480 December 2012
1993 Certificates of Participation 17,315 17,275 1,000 September 2020
1995 Notes 15,000* 15,000* 1,035 December 2014
TOTAL $70,907 $65,522 $5,338
(1) Including the 1995 Notes expected to be issued in January 1995; excluding the 1987 and 1990 Notes to be
refunded by the 1995 Notes.
(2) Aggregation of Notes payable for parcels within one open space preserve.
(3) Projected 4%average interest rate.
Salaries and Benefits
Salaries and benefits for the District's 47 full-time, 3 part-time, and 3 seasonal employees
represent the third major component of total District expenditures. In 1993-94, $2,699,000 was
expended for salaries and benefits. District employees are covered under the Public Employees
Retirement System administered by the State of California.
Other uses of funds include patrol and site development, site maintenance, professional
services, utilities and communications.
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[S&, DOC SF942770.011 DATED 12/06/941
CONSTITUTIONAL AND STATUTORY TAX LIMITATIONS
Constitutional Limitations - Article XIIIA
Article XIIIA of the California Constitution limits the maximum ad valorem tax on real
property to one percent of "full cash value," to be collected by counties and apportioned
according to law, but provides that the one percent limitation does not apply to ad valorem taxes
to pay interest or redemption charges on (1) indebtedness approved by the voters prior to July 1,
1978, or (2) any bonded indebtedness for the acquisition or improvement of real property
approved on or after July 1, 1978, by two-thirds of the votes cast by the voters voting on the
proposition. "Full cash value" is defined to mean "the county assessor's valuation of real
property as shown on the 1975-76 tax bill under full cash value or, thereafter, the appraised value
of real property when purchased, newly constructed, or a change in ownership has occurred after
the 1975 assessment." The full cash value may be adjusted annually to reflect inflation at a rate
not to exceed two percent per year, or reduction in the consumer price index or comparable data
for the area under taxing jurisdiction or reduced in the event of declining property value caused
by substantial damage, destruction or other factors. Legislation enacted by the California
Legislature provides that each county will levy the maximum tax permitted by Article XIIIA of
1.00 per $100 of assessed valuation(based on full cash value).
Article XIIIA has subsequently been amended to permit reduction of the "full cash value"
base in the event of declining property values caused by damage, destruction or other factors and
to provide that there would be no increase in the "full cash value" base in the event of
reconstruction of property damaged or destroyed in a disaster and in various other minor or
technical ways.
Gann Initiative
At the Statewide special election on November 6, 1979, the voters approved an initiative
entitled "Limitation on Government Appropriations" (the "Gann Initiative") which added Article
XIIIB to the California Constitution. Under Article XIIIB, as amended in 1990, State and local
government entities have an annual "appropriations limit" which limits the ability to spend
certain moneys which are called "appropriations subject to limitation" in an amount higher than
the "appropriations limits." Article XIIIB does not affect the appropriation of moneys which are
excluded from the definition of "appropriations limit" including appropriations of any special
district which existed on January 1, 1978, and which did not as of the 1977-78 fiscal year levy an
ad valorem tax on property in excess of 12.5 cents per $100 of assessed value. Since the District
did not levy a tax in excess of 12.5 cents, in the opinion of the District's General Counsel the
District's appropriations are not subject to the limitations of Article XIIIB.
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u . D F94 77[S OC S 2 0.01 1 DATED 12106t94]
Statutory Limitations
On November 4, 1986, California voters approved Proposition 62, an initiative statute
PP p
limitingthe imposition of new or higher taxes b local agencies. The statute a requires new or
P g Y g O q
higher general taxes to be approved by two-thirds of the local agency's governing body and a
majority of its voters, (b) requires the inclusion of specific information in all local ordinances or
Indentures proposing new or higher general or special taxes, (c) penalizes local agencies that fail
to comply with the foregoing, and(d) requires local agencies to stop collecting any new or higher
general tax adopted after July 31, 1985, unless a majority of the voters approved the tax by
November 3, 1988. Two State Court of Appeals decisions, both of which are final decisions,
have declared the majority voter provisions referred to in (a) above in one case and in (a) and (d)
above in the second case to be unconstitutional. The District has not collected new or higher
taxes to date, and it has no plans to collect new or higher taxes.
Future Initiatives
Article XIIIA, the Gann Initiative and Proposition 62 were each adopted as measures that
qualified for the ballot pursuant to California's initiative process. From time to time other
initiative measures could be adopted, further affecting District revenues or the District's ability to
expend revenues.
LEGAL
All legal proceedings in connection with the issuance of the 1995 Notes are subject to the
approval of Orrick, Herrington & Sutcliffe, San Francisco, California, Bond Counsel. The form
of the opinion of Bond Counsel is set forth in Appendix C to this Official Statement.
TAX MATTERS
In the opinion of Orrick, Herrington & Sutcliffe, Bond Counsel, based on existing laws,
regulations, rulings and court decisions, interest on the 1995 Notes is excluded from gross
income for federal income tax purposes and is exempt from State of California personal income
taxes. Bond Counsel is also of the opinion that interest on the 1995 Notes is not a specific
preference item for purposes of the federal individual or corporate alternative minimum taxes
although Bond Counsel observes that such interest is included in adjusted current earnings in
calculating federal corporate alternative minimum taxable income. The form of the opinion of
Bond Counsel is set forth in Appendix C to this Official Statement.
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[Sa.. DOC SF942770.011 DATED 12106194]
The Internal Revenue Code of 1986 (the "Code") imposes various restrictions, conditions
and requirements relating to the exclusion from gross income for federal income tax purposes of
interest on obligations such as the 1995 Notes. The District has covenanted to comply with
certain restrictions designed to assure that interest on the 1995 Notes will not be included in
federal gross income. Failure to comply with these covenants may result in interest on the 1995
Notes being included in federal gross income, possibly from the date of issuance of the 1995
Notes. The opinion of Bond Counsel assumes compliance with these covenants. Bond Counsel
has not undertaken to determine (or to inform any person) whether any actions taken (or not
taken) or events occurring (or not occurring) after the date of issuance of the 1995 Notes may
affect the tax status of interest on the 1995 Notes.
Certain requirements and procedures contained or referred to in the Indenture and other
relevant documents may be changed and certain actions (including, without limitation,
defeasance of the 1995 Notes) may be taken, under the circumstances and subject to the terms
and conditions set forth in such documents, upon the advice or with the approving opinion of
nationally recognized bond counsel. Bond Counsel expresses no opinion as to any 1995 Notes or
the interest thereon if any such change occurs or action is taken upon the advice or approval of
bond counsel other than itself.
Although Bond Counsel has rendered an opinion that interest on the 1995 Notes is
excluded from gross income for federal income tax purposes and is exempt from California
personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on,
the 1995 Notes may otherwise affect a holder's federal or state tax liability. The nature and
extent of these other tax consequences will depend upon the particular tax status of the holder
and the holder's other items of income or deduction. Bond Counsel expresses no opinion
regarding any such other tax consequences.
LEGALITY FOR INVESTMENT
The 1995 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 1995 Notes are eligible as security for deposits of public moneys in California.
RATING
As noted on the cover page of this Official Statement, Standard & Poor's Corporation
has given the 1995 Notes the rating of "_" (the "Rating Agency"). Any explanation of the
significance of such ratings may be obtained only from the Rating Agency. The District has
furnished to the Rating Agency certain information and materials. Generally, rating agencies
base their ratings on such information and materials and, in addition, on investigations, studies
and assumptions made by the rating agencies themselves. There is no assurance that the rating
mentioned above will remain for any given period of time or that the rating may not be lowered
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[Soy,, DOC SF942770.011 DATED 12/06/941
or withdrawn entirely by the Rating Agency if in their judgment circumstances so warrant. Any
such downward change or withdrawal of a rating may have an adverse effect on the market price
of the 1995 Notes.
LITIGATION
There is no litigation pending concerning the validity of the 1995 Notes and the
application of the proceeds thereof, the corporate existence of the District, or the title of the
officers thereof to their respective offices or contesting or affecting the District's ability to
receive the Limited Taxes or other moneys that could be used for payment of the 1995 Notes.
There are a number of lawsuits and claims pending against the District. The aggregate amount of
the uninsured liabilities of the District and the timing of any anticipated payments of judgments
which may result from suits and claims will not, in the opinion of the General Counsel of the
District, materially affect the District's finances or impair its ability to repay the 1995 Notes.
UNDERWRITING
The 1995 Notes will be purchased from the District b Stone & Youngberg as
P y g g
underwriter (the "Underwriter") under a Purchase Contract pursuant to which the Underwriter
agrees to purchase all of the 1995 Notes for an aggregate purchase price of $ plus
accrued interest, if any, from January 1, 1995 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 1995
Notes to certain dealers (including dealers depositing 1995 Notes into investment trusts), dealer
banks, banks acting as agents and others at prices lower than said public offering prices.
AVAILABILITY OF DOCUMENTS
During the initial offering period for the 1995 Notes, copies of the forms of the Indenture
and other documents referred to herein may be obtained, upon written request, from
Midpeninsula Regional Open Space District, 330 Distel Circle, Los Altos, California 94022,
Attention: General Manager. After delivery of the 1995 Notes, copies of such agreements may
be obtained from the Trustee, First Interstate Bank of California, 345 California Street, 8th Floor,
San Francisco, California 94104, Attention: Corporate Trust Department.
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[S&Y DOC SF942770.011 DATED 12/06/94]
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 forth 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 registered owners of the 1995 Notes. Neither the members of the
Board of Directors nor the officers or employees of the District are liable personally on the 1995
Notes by reason of their issuance.
The execution and delivery of this Official Statement have been duly authorized by the
District.
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
By: /s/ L. Craig Britton
General Manager
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[S&Y DOC SF942770.011 DATED 12/06/941
APPENDIX A
DISTRICT'S AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
MARCH 31, 1994
A-1
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[So:.. DOC SF942770.01 I DATED 12/06I94]
APPENDIX B
GENERAL AND ECONOMIC INFORMATION
SANTA CLARA COUNTY AND SAN MATEO COUNTY
Introduction
Santa Clara County is located below the southern point of San Francisco Bay and covers
a total land area of over 1,300 square miles or about 847,000 acres. Two distinct valleys are
created by the hill formation of the Santa Cruz Mountains and the Diablo Range. These two
areas are known locally as "North County" and "South County."
South County has retained the agricultural base which once characterized the entire area.
North County is densely populated, extensively urbanized and heavily industrialized. Most of
North County is now referred to as "Silicon Valley" because of the concentration of electronics
companies throughout the area.
San Mateo County is located on the San Francisco Peninsula. The coastal mountains run
north and south through the County dividing the lightly populated coastal area from the more
heavily developed eastern corridor between San Francisco and San Jose. San Mateo County
attracted businesses at a fast pace during the 1960s with its suburban atmosphere and convenient
access to nearby population centers. The County is characterized by manufacturing, engineering
and technical-product firms located along the Bay, with commercial and residential areas
stretching westward into the foothills.
Transportation facilities in the Counties include San Francisco International Airport, a
small deepwater port in Redwood City and freeway and bridge connections to nearby ports and
airports in San Francisco, San Jose and Oakland.
In addition to their own extensive range of manufacturing, professional, service, and
academic employers, the Counties provide an important residential base for the financial, trade,
commercial, and industrial companies located in San Francisco. The District extends from 20 to
40 miles south of San Francisco.
Population
According to the California State Department of Finance, as of January 1, 1993, Santa Clara
Count is ranked the fourth most populous Count in the State and is the most populous of the
Y Imp Y p p
nine San Francisco Bay Area counties. The County's population has been growing at a fast pace
since 1960 and between 1960 and 1984 Santa Clara County population o ulation more than doubled.
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[S&Y DOC SF942770.011 DATED 12/06/941
San Mateo County has experienced moderate but consistent population growth since
1970. The U.S. Census reports that between 1970 and 1980 the County grew by approximately
30,000 residents, or 5.4%. The 1990 Census reported that the County population was 649,623,
which represents a 10.6 increase over 1980.
The table below shows population estimates for the last five years for both Santa Clara
and San Mateo Counties. The population within the Midpeninsula Regional Open Space District
was estimated by the District in 1994 to be approximately 621,600.
POPULATION STATISTICS
SAN MATEO AND SANTA CLARA COUNTIES
For Years 1989 through 1993
1989 1990 1991 1992 1993
Midpeninsula Regional Open
Space District(1) 593,269 598,916 600,900 610,500 621,600
San Mateo County(2) 633,000 649,623 657,000 670,100 680,900
Santa Clara County(2) 1,443,800 1,497,577 1,513,100 1,531,800 1,563,800
Source: (1) Midpeninsula Regional Open Space District
(2) California State Department of Finance, Population Research.
The 1990figures come from the United States Census Bureau.
Economic Characteristics
Santa Clara County, with approximately 782,100 wage and salary jobs in 1993, has the
largest employment base of any county in Northern California. Three major industry sectors
comprise 72% of the County's employment: manufacturing (30%), services (28%) and retail
trade (14%). Their percentage share of County payrolls has remained virtually constant over the
past five years.
Various types of manufacturing firms are located in Santa Clara County, with durable
goods manufacturing accounting for almost 90% of manufacturing employment. Within this
sector, the electrical equipment and supplies industry accounts for approximately 36% of all
County manufacturing jobs. Other major components of durable goods manufacturing are
electronic components and accessories; office computing and accounting machinery;
instruments, guided missiles and space vehicles and communications equipment.
In the nondurable goods manufacturing sector, the printing, publishing, software, and
goods processing industries are the leading employers. The services sector has been the fastest
growing industry, particularly in the areas of business and medical services which support
electronics manufacturing and health care.
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[Soa,t DOC SF942770.011 DATED 12,'06194]
San Mateo County's diversified economy includes construction, manufacturing,
transportation, communications, retail and wholesale trade, financial services and government
employment. Forty-eight of the nation's top 100 industrial firms are either headquartered or have
branch offices in San Mateo County. The two major growth industries affecting San Mateo
County over the past decade have been the high technology and office sectors. The San
Francisco Bay Area's principal airport, San Francisco International Airport, is located within San
Mateo County.
Major commercial centers located in the Counties include the Stanford Shopping Center
J PP g i
in Palo Alto, Eastridge Mall and Valley Fair in San Jose, Vallco Fashion Park in Cupertino,
San Antonio Shopping Center in Mountain View, Great Mali in Milpitas and Hillsdale Mall in
San Mateo.
Taxable sales and the number of sales permits issued in each County since 1989 are
shown below.
TAXABLE SALES AND NUMBER OF SALES PERMITS
SAN MATEO AND SANTA CLARA COUNTIES
For Years 1989 through 1993
($000's)
Santa Clara County San Mateo County
Year No.of Taxable Percent No.of Taxable Percent
(As of July 1) Permits Sales Increase Permits Sales Increase
1989 48,206 17,343,878 8.3% 22,008 7,541,003 4.8%
1990 47,832 17,914,405 3.9 22,764 7,843,359 4.0
1991 48,559 17,425,346 -2.7 22,258 7,863,738 0.3
1992 50,789 17,661,362 1.4 22,835 8,093,618 2.9
1993 50,755 18,516,103 4.8 23,213 8,143,240 0.6
Source: California State Board of Equalization
Major employers in each County, ranked by employment size, are shown in the following
table. Santa Clara County's major employers, led by Lockheed Missiles & Space Company,
Hewlett-Packard and IBM, are active in the high technology, aerospace and electronic industries.
Many of these companies are the resident hardware and software producers of"Silicon Valley."
San Mateo County's employment base includes United Airlines, which employs over 18,000
persons at the San Francisco International Airport, and several electronics manufacturers,
medical facilities and research organizations.
B-3
I
[S&Y DOC SF942770.01 I DATED 12/06/94]
MAJOR EMPLOYERS
SANTA CLARA AND SAN MATEO COUNTIES
(Firms Ranked by Employment Size)
Employers Location Employees
SANTA CLARA COUNTY:
Hewlett-Packard Company Palo Alto 16,000
County of Santa Clara San Jose 13,801
Lockheed Missiles& Space Co. Sunnyvale 11,611
IBM Corporation San Jose 8,500
Stanford University Palo Alto 7,900
Stanford Hospital Palo Alto 5,323
Santa Clara Valley Health& Hosp. San Jose 5,165
City of San Jose San Jose 5,084
Apple Computers Cupertino 4,930
Sun Microsystems Mountain View 4,830
National Semiconductor Santa Clara 4,736
Intel Corporation Santa Clara 4,000
Pacific Bell San Jose 3,216
Tandem Computers Cupertino 3,100
Silicon Graphics Mountain View 2,929
Solectron Corporation Milpitas 2,900
Advanced Micro-Devices, Inc. Sunnyvale 2,866
Applied Materials Santa Clara 2,865
San Jose State University San Jose 2,800
Syntex Corporation Palo Alto 2,800
Good Samaritan Health Systems San Jose 2,653
Varian Associates Palo Alto 2,642
SAN MATEO COUNTY:
United Airlines San Francisco Intl Airport 18,430
County of San Mateo Redwood City 4,500
Raychem Corporation Menlo Park 4,000
American Airlines, Inc. San Francisco Intl Airport 2,500
SRI International Menlo Park 2,300
Seton Medical Center Daly City 2,200
Oracle Corporation Foster City 2,150
Franklin Resources San Mateo 2,077
Kaiser Foundation Hospital Redwood City 1,982
Mills Peninsula Hospital Burlingame 1,900
Genentech, Inc. South San Francisco 1,867
US Postal Service
. . P s rvi a San Mateo 1,538
Sequoia Hospital Redwood City 1,300
Stanford Linear Accelerator Menlo Park 1,272
Informix Software,Inc. Menlo Park 1,200
Macy's San Mateo 1,090
Source: San Jose Chamber of Commerce, November 1994;San Mateo County Economic Development Association,
Inc., 1993.
B-4
(S&Y DOC SF942770.01 l DATED 12/06/94]
The unemployment rates for both Counties for 1989 through 1993 are shown below.
CIVILIAN LABOR FORCE,EMPLOYMENT AND UNEMPLOYMENT
SAN MATEO AND SANTA CLARA COUNTIES
Annual Averages(1990-1993)
Santa Clara County
1990 1991 1992 1993
Civilian Labor Force(1) 846,700 833,700 837,500 838,800
Employment 812,800 787,200 781,200 782,100
Unemployment 33,900 46,500 56,300 56,700
Unemployment Rate(2) 4.0% 5.6% 6.7% 6.8%
San Mateo County
1990 1991 1992 1993
Civilian Labor Force(1) 368,400 364,100 365,000 366,000
Employment 357,900 349,300 346,100 347,100
Unemployment 10,500 14,800 18,900 18,900
Unemployment Rate(2) 2.8% 4.1% 5.2% 5.2%
(l j Labor force by place of residence. Employment includes persons involved in labor-management trade disputes.
(2) The unemployment rate is computed from non-rounded data; therefore it may differ from rates calculated by
using rounded figures in this table.
Source: State of California, Employment Development Department
The following table shows the ten largest taxpayers of secured taxes for the Counties.
TEN LARGEST TAXPAYERS AS OF 1993
SANTA CLARA AND SAN MATEO COUNTIES
Santa Clara County San Mateo County
Hewlett-Packard United Airlines
Lockheed Missiles&Space Co. Pacific Gas&Electric
IBM Corporation Pacific Bell
Pacific Bell American Airlines
Pacific Gas&Electric Genentech
Sobrato Development Corp. Raychem Corporation
Richard T.Perry,et.al Delta Airlines
Tandem Computers United Telecom/U.S. Sprint
Syntex Redwood Shores Properties
Metropolitan Life Insurance Co. USAir, Inc.
Source: Offices of the Santa Clara County Treasurer-Tax Collector and the
San Mateo County Treasurer-flax Collector.
B-5
f
[Sa,t DOC SF942770.011 DATED 12/06/94]
Construction
The following table shows building permit activity in Santa Clara County for 1989-1993
and in San Mateo County for 1989-1993.
BUILDING PERMIT ACTIVITY
SANTA CLARA AND SAN MATEO COUNTIES
For Years 1989 through 1993
SANTA CLARA COUNTY:
Type 1989 1990 1991 1992 1993(1)
Residential:
New Single dwellings $ 402,555 $ 288,014 $ 268,931 $ 280,131 $ 89,738
New Multi-dwellings 125,184 216,002 148,266 80,671 19,605
Additions/Alterations 161,812 182,501 175,512 182,049 49,153
Total Residential $ 689,551 $ 686,517 $ 592,709 $ 542,851 $158,496
Non-Residential
New Commercial $ 160,567 $ 207,147 $ 154,964 $ 151,682 $29,331
New Industrial 127,235 182,585 65,962 63,073 15,471
Other 49,513 39,271 35,466 45,896 17,968
Additions/Alterations 419,432 331,978 374,962 381,649 113,189
Total Non-Residential $ 756,747 $ 760,981 $ 631,354 $ 642,300 $175,959
TOTAL VALUATION $1,446,298 $1,447,498 $1,224,063 $1,185,151 $334,445
No. of New Dwelling Units
Single dwellings 2,548 1,675 1,663 1,693 525
Multi-dwellings 2,311 3,646 2,102 1,143 252
Total Units 4,859 5,321 3,765 2,836 777
SAN MATEO COUNTY:
Type 1989 1990 1991 1992 1993(1)
Residential:
New Single dwellings $216,674 $139,797 $122,888 $83,835 $ 17,084
New Multi-dwellings 109,034 20,219 38,163 38,808 3,029
Additions/Alterations 155,624 149,160 128,515 128,826 35,352
Total Residential $481,332 $309,176 $289,566 $251,469 $55,465
Non-Residential•
New Commercial $ 91,510 $ 77,279 $ 35,363 $ 30,265 $ 8,360
New Industrial 12,256 3,408 34,707 3,689 0
Other 19,593 10,479 10,012 10,455 3,473
Additions/Alterations 114,616 124,447 102,771 112,354 43,372
Total Non-Residential $ 237,975 $ 215,613 $ 182,853 $ 156,763 $ 57,205
TOTAL VALUATION $719,307 $524,789 $472,419 $408,232 $112,670
B-6
[S&Y DOC SF942770.011 DATED 12/06/94]
No. of New Dwelling Units
Single dwellings 1,085 636 503 342 79
Multi-dwellings 1,335 191 331 596 49
Total Units 2,420 827 834 938 128
(1) 1993 data as of April, 1993.
Source: Construction Industry Research Board,
Agriculture
Santa Clara County was once a leading producer of apricot, cherry and prune crops.
However, recent industrial development and urbanization have displaced most of the agricultural
land. Most of the remaining agricultural acreage is found around the communities of Gilroy and
Morgan Hill. Major crops include cut flowers, wine grapes, mushrooms and nursery stock.
Dairy products and seasonal crops including tomatoes, bell peppers, strawberries, prunes,
walnuts and garlic provide the balance of agricultural production in Santa Clara County.
San Mateo County is a national leader in the production of ornamental flowers and
nursery products. This industry, which accounts for about 80% of total County revenue from
agriculture, developed in the County due to the favorable climate and proximity to the San
Francisco International Airport. The industry is located in the western part of the County,
particularly around the communities of Half Moon Bay and Pescadero.
Transportation
Transportation has played a vital role in the Bay Area's growth as an economic center.
Seven general purpose ports located in the area and numerous special purpose facilities serve
manufacturing industries and facilitate distribution to world markets. The San Francisco Bay
Area is the western terminus for three transcontinental railroads. An extensive network of
freeways serves the area.
The Bay Area's network of freeways and expressways provides the peninsula industries
access to regional, national and international markets. U.S. 101, a parallel route along the Bay,
and a major north-south highway between San Francisco and Los Angeles, provides access to the
deep sea ports at San Francisco and Redwood City, and to air passenger and cargo facilities of
San Francisco International and San Jose International Airports. Interstate Highway 280
traverses the ridge of the peninsula and joins U.S. 101 in San Francisco. Additional north-south
transportation is provided by Interstate 5, the major national highway reaching north to Canada
and south through San Diego, and State Highway 82. Principal routes connecting the peninsula
with the East Bay's air and sea ports are State Highway 17, Interstate Highway 680 and the San
Mateo, Dumbarton, and San Francisco-Oakland Bay Bridges.
B-7
[S&Y DOC SF942770.01 1 DATED 12/06/94]
The main coast line of the Southern Pacific Railroad traverses Santa Clara County,
providing connections to San Francisco, Oakland, and Los Angeles, commuter passenger service
is operated on the Southern Pacific between San Jose and San Francisco.
In addition to local bus service, cities in the District are served b Santa Clara County
Y
Transit System, San Mateo County Transit District and Greyhound Bus Lines. The Bay Area
Rapid Transit System ("BART") provides passenger rail service within Contra Costa, Alameda,
San Francisco and northern San Mateo Counties.
San Francisco International Airport, located in San Mateo County, is served by all major
scheduled air carriers. Metropolitan Oakland International Airport is served by eight scheduled
airlines and two large supplemental carriers. The San Jose International Airport is served by
twelve airlines. General aviation airports include Reid-Hillview in San Jose, South County
Airport, Palo Alto Airport, San Carlos Airport, and Half Moon Bay Airport.
Water transportation is provided by the international water transportation complex of the
San Francisco Bay; major ports include the Port of Oakland, Port of San Francisco, and Port of
Redwood City.
Education
In 1994, approximately 235,442 students were enrolled in in Santa Clara County's 314
public elementary and high schools. In San Mateo County about 85,090 students attended
approximately 96 elementary, 36 middle and 24 public high schools.
Institutions of higher education include Stanford University, the University of Santa
Clara, San Jose State University, and nine public community colleges.
B-8
[S"i DOC SF942770.011 DATED 12/06/94]
APPENDIX C
FORM OF BOND COUNSEL'S OPINION
C-1
ESCROW AGREEMENT
by and between the
MIDPENINSULA. REGIONAL OPEN SPACE DISTRICT
and
SEATTLE-FIRST NATIONAL BANK
Dated as of January 1, 1995
RELATING TO THE MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT 1987 PROMISSORY NOTES
SF2-37187.1
4
ESCROW AGREEMENT
This Escrow Agreement (the "Agreement") , dated as of
Janua
ry 1 1995 b and between
y y n the Midpeninsula Regional open
Sp
ace District, an open space district duly organized and
g
existing under the laws of the State of California (the
"District") , and Seattle-First National Bank, a national banking
association duly organized and existing under the laws of the
United States of America and having a principal corporate trust
office in Seattle, Washington, and being qualified to accept and
administer the trust hereby created (the "Escrow Agent") ;
WITNESSETH:
WHEREAS, the Board of Directors of the District on
March 11, 1987, duly adopted Resolution No. 87-09 (the 111987
Resolution") providing for the issuance and sale of $21,200, 000
principal amount of its 1987 Promissory Notes (the 111987 Notes") ;
and
WHEREAS, the Board of Directors of the District on
August 22, 1990, duly adopted Resolution No. 90-38 (the 111990
Resolution") providing for the issuance of $15, 000,000 principal
amount of its 1990 Promissory Notes (the "1990 Notes") for the
purpose, among others, of retiring those certain 1987 Notes more
particularly described in Exhibit A attached hereto and
incorporated herein (the "Paid 1987 Notes") ; and
WHEREAS, the District has determined that it would be
in the best interests of the District and the residents of the
District to provide for the retirement of the remaining portion
SF2-37187.1
of the 1987 Notes, as more particularly described in Exhibit B
attached hereto and incorporated herein (the "Refunded 1987
Notes") ; and
WHEREAS, the Board of Directors of the District on
December 14, 1994, duly authorized the execution and delivery of
an Indenture (the "Indenture") by and between itself and First
Interstate Bank of California, as trustee, providing for the
issuance of $ principal amount of its 1995 Promissory
Notes (the 111995 Notes") for the purpose, among others, of
retiring the Refunded 1987 Notes; and
WHEREAS, the District has taken action to cause to be
delivered to the Escrow Agent for deposit in the Escrow Fund
hereinafter referred to certain United States Treasury
obligations (the "Escrow Securities") listed on Schedule I
attached hereto and made a part hereof in an aggregate principal
amount which, together with the money listed on Schedule I
attached hereto and made a part hereof deposited in the Escrow
Fund hereinafter referred to at the same time as such deposit and
the income to accrue on such securities, will be sufficient to
make the payments of the interest on and principal of the
Refunded 1987 Notes maturing by their terms on March 1, 1995, as
they respectively become due on such date and to redeem the
Refunded 1987 Notes maturing on and after March 1, 1996, on
March 1, 1995; and
WHEREAS, the provisions of the 1987 Resolution and the
Indenture are incorporated herein by reference as if set forth
herein in full;
SP2-37197.1 2
NOW, THEREFORE, the District and the Escrow Agent
hereby agree as follows:
Section 1. Establishment and Maintenance of Escrow
Fund. The Escrow Agent agrees to establish and maintain the
Escrow Fund (the "Escrow Fund") until the Refunded 1987 Notes
have been retired as provided in Section 2 hereof and to hold the
Escrow Securities initially deposited in the Escrow Fund and the
money (whether constituting the initial deposit in the Escrow
Fund or constituting receipts on the Escrow securities) in the
Escrow Fund at all times as a separate trust account wholly
segregated from all other securities, investments or money held
by it, and all securities and money in the Escrow Fund are hereby
irrevocably pledged to secure the retirement of the Refunded 1987
Notes as provided in Section 2 hereof; provided, that any money
held in the Escrow Fund that is not used for the retirement of
the Refunded 1987 Notes in accordance with the 1987 Resolution
and Section 2 hereof shall, on March 1, 1995, be repaid to the
District free from the trust created by the Agreement.
Section 2 . Payment from the Escrow Fund. The Escrow
Agent is hereby irrevocably instructed to, and the Escrow Agent
hereby agrees to, collect and deposit in the Escrow Fund the
interest on and principal of the Escrow Securities held in the
Escrow Fund promptly as such interest and principal become due,
and to use such interest and principal, together with any other
money deposited in the Escrow Fund, for the payment of the
interest on and principal of the Refunded 1987 Notes maturing by
their terms on March 1, 1995, as they respectively become due on
SF2-37197.1 3
e
such date and to redeem the Refunded 1987 Notes maturing on and
after March 1, 1996, on March 1, 1995, at the places and in the
manner stipulated in the 1987 Resolution.
Section 3 . Deficiencies in the Escrow Fund. If at any
time it shall appear to the Escrow Agent that the money in the
Escrow Fund, including the anticipated proceeds of the Escrow
Securities, will not be sufficient to make all payments required
I
by Section 2 hereof, the Escrow Agent shall notify the District
in writing as soon as reasonably practicable of such fact,
stating the amount of such deficiency and the reason therefor,
and the District shall use its best efforts to obtain and deposit
with the Escrow Agent for deposit in the Escrow Fund, from any
legally available moneys, the additional money necessary to make
such payments; provided, that the Escrow Agent shall in no event
or manner be responsible for the failure of the District to make
any such deposit.
Section 4. Compensation and Indemnification of the
Escrow Agent.
(a) The District shall pay the Escrow Agent a one-time
fee of $ for its services hereunder and shall reimburse
the Escrow Agent for its out-of-pocket expenses (including but
not limited to the fees and expenses, if any, of its counsel or
accountants) incurred by the Escrow Agent in connection with its
services hereunder; provided, that these fees and expenses shall
in no event be deducted from the Escrow Fund, and provided
further, that such fees and expenses shall not include the fees
sF2-37197.1 4
of the Escrow Agent acting in the capacity of the Paying Agent
under the 1987 Resolution.
(b) The District agrees to indemnify the Escrow Agent,
its agents and its officers or employees for, and hold the Escrow
Agent, its agents and its officers or employees harmless from,
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of
any kind (including, without limitation, reasonable fees and
disbursements of counsel or accountants for the Escrow Agent)
which may be imposed on, incurred by, or asserted against the
Escrow Agent or such other party at any time by reason of its
performance of Escrow Agent's services, in any transaction
arising out of the Agreement or any of the transactions
contemplated herein, unless due to the negligence or willful
misconduct of the particular indemnified party.
Section 5. Functions of the Escrow Agent.
(a) The Escrow Agent undertakes to perform only such
duties as are expressly and specifically set forth in the
Agreement and no implied duties or obligations shall be read into
the Agreement against the Escrow Agent.
(b) The Escrow Agent may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, and shall be protected and indemnified as
stated in the Agreement, in acting, or refraining from acting,
upon any written notice, instruction, request, certificate,
document, report or opinion furnished to the Escrow Agent and
reasonably believed by the Escrow Agent to have been signed or
8F2-37187.1 5
•
presented by the proper party, and it need not investigate any
fact or matter stated in such notice, instruction, request,
certificate, document, report or opinion.
(c) The Escrow Agent shall not have any liability
hereunder except to the extent of its own negligence or willful
misconduct, and in no event shall the Escrow Agent be liable for
any special, indirect or consequential damages, even if parties
know of the possibility of such damages. The Escrow Agent shall
have no duty or responsibility under the Agreement in the case of
any default in the performance of covenants or agreements
contained in the 1987 Resolution or in the case of the receipt of
any written demand with respect to such default. The Escrow
Agent is not required to resolve conflicting demands to money or
property in its possession under the Agreement.
(d) The Escrow Agent may consult with counsel of its
own choice (which may be counsel to the District) and the opinion
of such counsel shall be full and complete authorization to take
or suffer in good faith any action in accordance with such
opinion of counsel.
(e) The Escrow Agent shall not be responsible for any
of the recitals or representations contained herein or in the
1987 Resolution.
(f) The Escrow Agent may become the owner of, or
acquire any interest in, any of the 1987 Notes with the same
rights that it would have if it were not the Escrow Agent, and
may engage or be interested in any financial or other transaction
with the District.
SM-37187.1 6
i
(g) The Escrow Agent shall not be liable for the
accuracy of the calculations as to the sufficiency of the Escrow
Securities and the other money deposited in the Escrow Fund to
pay the interest on or principal of the Refunded 1987 Notes as
provided in Section 2 hereof.
(h) The Escrow Agent shall not be liable for any
action or omission of the District under the Agreement, the 1987
Resolution or otherwise.
(i) Whenever in the administration of the trust of the
Agreement the Escrow Agent shall deem it necessary or desirable
that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or willful misconduct on the
part of the Escrow Agent, be deemed to be conclusively proved and
established by a certificate of an authorized representative of
the District, and such certificate shall, in the absence of
negligence or willful misconduct on the part of the Escrow Agent,
be full warrant to the Escrow Agent for any action taken or
suffered by it under the provisions of the Agreement upon the
faith thereof.
(j) The Escrow Agent may at any time resign by giving
written notice to the District of such resignation. The District
shall promptly appoint a successor Escrow Agent by the
resignation date. Resignation of the Escrow Agent will be
effective sixty (60) days after notice of the resignation is
given as stated above or upon appointment of a successor Escrow
SF2-371$7.1 7
Agent, whichever first occurs. If the District does not appoint
a successor Escrow Agent by the resignation effective date, the
resigning Escrow Agent may petition any court of competent
jurisdiction for the appointment of a successor Escrow Agent (or
may deposit with the court the Escrow Securities and money held
by it in trust under the Agreement) , which court may thereupon,
after such notice, if any, as it may deem proper and prescribe
and as may be required by law, appoint a successor Escrow Agent.
After receiving a notice of resignation of an Escrow Agent, the
District may appoint a temporary Escrow Agent to replace the
resigning Escrow Agent until the District appoints a successor
Escrow Agent. Any such temporary Escrow Agent so appointed by
the District shall immediately and without further act be
superseded by the successor Escrow Agent so appointed.
(k) The Escrow Agent will provide the District with
annual statements of the account maintained hereunder.
Section 6. Notices. All notices and communications
hereunder shall be in writing and shall be deemed to be duly
given if received or sent by first class mail, as follows:
If to the District:
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, California 94022
Attention: General Manager
If to the Escrow Agent:
Seattle-First National Bank
Bond Trustee Services
1001 Fourth Avenue, 11th Floor
Seattle, Washington 98154
SF2-37187.1
•
Section 7. Severability. If any section, paragraph,
sentence, clause or provision of the Agreement shall for any
reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence, clause or
provision shall not affect any of the remaining provisions of the
Agreement.
Section S. Execution. The Agreement may be executed
in any number of counterparts, each of which shall be deemed to
be an original, but all together shall constitute but one and the
same agreement.
SF2-37187.1
IN WITNESS WHEREOF, the District and the Escrow Agent
have caused the Agreement to be executed each on its behalf as of
the day and year first above written.
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
By
President of the Board of Directors
[SEAL]
Attest:
Secretary of the Board of Directors
SEATTLE-FIRST NATIONAL BANK
By
Assistant Vice President
SF2-37187.1 10
SCHEDULE I
Cash Deposit
[TO COME]
Escrow Securities
United States Treasury Certificates of
Indebtedness - State and Local Government Series
Principal Amount Interest Rate Maturity Date
[TO COME]
I
i
I
SF2-37187.1 I-
EXHIBIT A
[TO COME]
SP2-37187.1 A-1
a
1
EXHIBIT B
[TO COME]
i
i
SF1-37187.1 B-1
ESCROW AGREEMENT
by and between the
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
and
SEATTLE-FIRST NATIONAL BANK
Dated as of January 1, 1995
RELATING TO THE MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT 1990 PROMISSORY NOTES
SF2-37955.1
4
ESCROW AGREEMENT
This Escrow Agreement (the "Agreement") , dated as of
January 1, 1995, by and between the Midpeninsula Regional Open
Space District, an open space district duly organized and
existing under the laws of the State of California (the
"District") , and Seattle-First National Bank, a national banking
association duly organized and existing under the laws of the
United States of America and having a principal corporate trust
office in Seattle, Washington, and being qualified to accept and
administer the trust hereby created (the "Escrow Agent") ;
WITNESSETH:
WHEREAS, the Board of Directors of the District on
August 22, 1990, duly adopted Resolution No. 90-38 (the 111990
Resolution") providing for the issuance and sale of $15,000,000
principal amount of its 1990 Promissory Notes (the 111990 Notes") ;
and
WHEREAS, the District has determined that it would be
in the best interests of the District and the residents of the
District to provide for the retirement of a portion of the 1990
Notes, as more particularly described in Exhibit A attached
hereto and incorporated herein (the "Refunded 1990 Notes") ; and
WHEREAS, the Board of Directors of the District on
December 14, 1994, duly authorized the execution and delivery of
an Indenture (the "Indenture") by and between itself and First
Interstate Bank of California, as trustee, providing for the
issuance of $ principal amount of its 1995 Promissory
SF2-37955.1
Notes (the 111995 Notes") for the purpose, among others, of
retiring the Refunded 1990 Notes; and
WHEREAS, the District has taken action to cause to be
delivered to the Escrow Agent for deposit in the Escrow Fund
hereinafter referred to certain United States Treasury
obligations (the "Escrow Securities") listed on Schedule I
attached hereto and made a part hereof in an aggregate principal
amount which, together with the money listed on Schedule I
attached hereto and made a part hereof deposited in the Escrow
Fund hereinafter referred to at the same time as such deposit and
the income to accrue on such securities, will be sufficient to
make the payments of the interest on and principal of the
Refunded 1990 Notes maturing by their terms on and prior to
September 1, 1999, as they respectively become due on and prior
to such date and to redeem the Refunded 1990 Notes maturing on
September 1, 2008, to and including September 1, 2010, on
September 1, 1999; and
WHEREAS, the provisions of the 1990 Resolution and the
Indenture are incorporated herein by reference as if set forth
herein in full;
NOW, THEREFORE, the District and the Escrow Agent
hereby agree as follows:
Section 1. Establishment and Maintenance of Escrow
Fund. The Escrow Agent agrees to establish and maintain the
Escrow Fund (the "Escrow Fund") until the Refunded 1990 Notes
have been retired as provided in Section 4 hereof and to hold the
Escrow Securities initially deposited in the Escrow Fund and the
SF2-37955.1 2
money (whether constituting the initial deposit in the Escrow
Fund or constituting receipts on the Escrow Securities) in the
Escrow Fund at all times as a separate trust account wholly
segregated from all other securities, investments or money held
by it, and all securities and money in the Escrow Fund are hereby
irrevocably pledged to secure the retirement of the Refunded 1990
Notes as provided in Section 4 hereof; provided, that any money
held in the Escrow Fund that is not used for the retirement of
the Refunded 1990 Notes in accordance with the 1990 Resolution
and Section 4 hereof shall, on September 1, 2010, be repaid to
the District free from the trust created by the Agreement.
Section 2 . Investment of Money in the Escrow Fund.
The Escrow Securities initially deposited in the Escrow Fund are
certain non-callable United States Treasury Obligations with
interest rates specified in the attached Schedule I. If amounts
of interest on or repayments of principal of the Escrow
Securities are received by the Escrow Agent in excess amounts or
prior to the date on which such receipts are to be applied
pursuant to Section 4 to the payment and retirement of the
Refunded 1990 Notes, the Escrow Agent shall, upon the written
request of the District, invest such receipts until the next
interest or principal payment of the Refunded 1990 Notes in other
non-callable direct obligations of the United States of America
or other non-callable obligations the payment of the interest on
and principal of which is guaranteed by a pledge of the full
faith and credit of the United States of America with a quoted
yield to maturity no greater than or, if such
SF2-37955.1 3
reinvestment is not feasible, shall retain such funds uninvested.
Any receipts on investments made pursuant to this section in
excess of the cost of such investments that are not needed for
the payment and retirement of the Refunded 1990 Notes as provided
in Section 4 hereof shall after payment of amounts due the Escrow
Agent be remitted to the District free from the escrow created by
the Agreement. The Escrow Agent shall not be liable or
responsible for any loss resulting from any investment made
pursuant to this section and in full compliance with the
provisions hereof.
Section 3 . Substitution of Securities in the Escrow
Fund. Upon written request of the District, and after receiving
from the District an unqualified opinion of a nationally
recognized bond counsel that such substitution will not cause the
1995 Notes to be "arbitrage bonds" as defined in Section 148 of
the Internal Revenue Code of 1986 and the regulations of the
United States Department of the Treasury issued thereunder, and
will not result in the breach of any covenant of the District
contained in the Indenture, and after receiving from the District
a written report of a nationally recognized firm of independent
certified public accountants to the effect that the substitute
securities will mature in such principal amounts and earn
interest in such amounts and at such times so that sufficient
money will be available to provide for the payment of the
interest on and principal of and redemption premiums, if any, on
the Refunded 1990 Motes from the Escrow Fund as provided in
Section 4 hereof, the Escrow Agent shall sell, redeem or
SF2-37955.1 4
i
otherwise dispose of any securities in the Escrow Fund if, but
only if, there are substituted therefor, from the proceeds of
such securities, other non-callable direct obligations of the
United States of America or obligations the payment of the
interest on and principal of which is guaranteed by a pledge of
the full faith and credit of the United States of America. Any
proceeds of the sale, redemption or other disposition of such
securities in the Escrow Fund not needed for the foregoing
substitution purpose shall be remitted to the District free from
the escrow created by the Agreement. The Escrow Agent shall not
be liable or responsible for any loss resulting from any
investment made pursuant to this section and in full compliance
with the provisions hereof.
Section 4. Payment from the Escrow Fund. The Escrow
Agent is hereby irrevocably instructed to, and the Escrow Agent
hereby agrees to, collect and deposit in the Escrow Fund the
interest on and principal of the Escrow Securities held in the
Escrow Fund promptly as such interest and principal become due,
and to use such interest and principal, together with any other
money deposited in the Escrow Fund, for the payment of the
interest on and principal of the Refunded 1990 Notes maturing by
their terms on and prior to September 1, 1999, as they
respectively become due on and prior to such date and to redeem
the Refunded 1990 Notes maturing on September 1, 2008, to and
including September tember 1 2010 on September 1 1999 at the laces
P , P
and in the manner stipulated in the Refunded 1990 Notes and in
the 1990 Resolution.
SF2-37955.1 5
•
Section 5. Deficiencies in the Escrow Fund. If at any
time it shall appear to the Escrow Agent that the money in the
Escrow Fund, including the anticipated proceeds of the Escrow
Securities, will not be sufficient to make all payments required
by Section 4 hereof, the Escrow Agent shall notify the District
in writing as soon as reasonably practicable of such fact,
stating the amount of such deficiency and the reason therefor,
and the District shall use its best efforts to obtain and deposit
with the Escrow Agent for deposit in the Escrow Fund, from any
legally available moneys, the additional money necessary to make
such payments; provided, that the Escrow Agent shall in no event
or manner be responsible for the failure of the District to make
any such deposit.
Section 6. Compensation and Indemnification of the
Escrow Agent.
(a) The District shall pay the Escrow Agent a one-time
fee of $ for its services hereunder and shall reimburse
the Escrow Agent for its out-of-pocket expenses (including but
not limited to the fees and expenses, if any, of its counsel or
accountants) incurred by the Escrow Agent in connection with its
services hereunder; Provided, that these fees and expenses shall
in no event be deducted from the Escrow Fund, and provided
further, that such fees and expenses shall not include the fees
of the Escrow Agent acting in the capacity of the Paying Agent
under the 1990 Resolution.
(b) The District agrees to indemnify the Escrow Agent,
its agents and its officers or employees for, and hold the Escrow
SF2-37955.1 6
Agent, its agents and its officers or employees harmless from,
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of
any kind (including, without limitation, reasonable fees and
disbursements of counsel or accountants for the Escrow Agent)
which may be imposed on, incurred by, or asserted against the
Escrow Agent or such other party at any time by reason of its
performance of Escrow Agent's services, in any transaction
arising out of the Agreement or any of the transactions
contemplated herein, unless due to the negligence or willful
misconduct of the particular indemnified party.
Section 7. Functions of the Escrow Agent.
(a) The Escrow Agent undertakes to perform only such
duties as are expressly and specifically set forth in the
Agreement and no implied duties or obligations shall be read into
the Agreement against the Escrow Agent.
(b) The Escrow Agent may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, and shall be protected and indemnified as
stated in the Agreement, in acting, or refraining from acting,
upon any written notice, instruction, request, certificate,
document, report or opinion furnished to the Escrow Agent and
reasonably believed by the Escrow Agent to have been signed or
presented by the proper party, and it need not investigate any
fact or matter stated in such notice, instruction, request,
certificate, document, report or opinion.
3F2-37955.1 7
(c) The Escrow Agent shall not have any liability
hereunder except to the extent of its own negligence or willful
misconduct, and in no event shall the Escrow Agent be liable for
any special, indirect or consequential damages, even if parties
know of the possibility of such damages. The Escrow Agent shall
have no duty or responsibility under the Agreement in the case of
any default in the performance of covenants or agreements
contained in the 1990 Resolution or in the case of the receipt of
any written demand with respect to such default. The Escrow
Agent is not required to resolve conflicting demands to money or
property in its possession under the Agreement.
(d) The Escrow Agent may consult with counsel of its
own choice (which may be counsel to the District) and the opinion
of such counsel shall be full and complete authorization to take
or suffer in good faith any action in accordance with such
opinion of counsel.
(e) The Escrow Agent shall not be responsible for any
of the recitals or representations contained herein or in the
1990 Resolution.
(f) The Escrow Agent may become the owner of, or
acquire any interest in, any of the 1990 Notes with the same
rights that it would have if it were not the Escrow Agent, and
may engage or be interested in any financial or other transaction
with the District.
(g) The Escrow Agent shall not be liable for the
accuracy of the calculations as to the sufficiency of the Escrow
Securities and the other money deposited in the Escrow Fund to
SP247955.1 8
pay the interest on or principal of the Refunded 1990 Notes as
provided in section 4 hereof.
(h) The Escrow Agent shall not be liable for any
action or omission of the District under the Agreement, the 1990
Resolution or otherwise.
(i) Whenever in the administration of the trust of the
Agreement the Escrow Agent shall deem it necessary or desirable
that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or willful misconduct on the
part of the Escrow Agent, be deemed to be conclusively proved and
established by a certificate of an authorized representative of
the District, and such certificate shall, in the absence of
negligence or willful misconduct on the part of the Escrow Agent,
be full warrant to the Escrow Agent for any action taken or
suffered by it under the provisions of the Agreement upon the
faith thereof.
(j) The Escrow Agent may at any time resign by giving
written notice to the District of such resignation. The District
shall promptly appoint a successor Escrow Agent by the
resignation date. Resignation of the Escrow Agent will be
effective sixty (60) days after notice of the resignation is
given as stated above or upon appointment of a successor Escrow
Agent, whichever first occurs. If the District does not appoint
a successor Escrow Agent by the resignation effective date, the
resigning Escrow Agent may petition any court of competent
SF2-3M5.1 9
jurisdiction for the appointment of a successor Escrow Agent (or
may deposit with the court the Escrow Securities and money held
by it in trust under the Agreement) , which court may thereupon,
after such notice, if any, as it may deem proper and prescribe
and as may be required by law, appoint a successor Escrow Agent.
After receiving a notice of resignation of an Escrow Agent, the
District may appoint a temporary Escrow Agent to replace the
resigning Escrow Agent until the District appoints a successor
Escrow Agent. Any such temporary Escrow Agent so appointed by
the District shall immediately and without further act be
superseded by the successor Escrow Agent so appointed.
(k) The Escrow Agent will provide the District with
annual statements of the account maintained hereunder.
Section 8. Notices. All notices and communications
hereunder shall be in writing and shall be deemed to be duly
given if received or sent by first class mail, as follows:
If to the District:
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, California 94022
Attention: General Manager
If to the Escrow Agent:
Seattle-First National Bank
Bond Trustee Services
1001 Fourth Avenue, filth Floor
Seattle, Washington 98154
Section 9. Severability. If any section, paragraph,
sentence, clause or provision of the Agreement shall for any
reason be held to be invalid or unenforceable, the invalidity or
sP2-3W55.1 10
t
unenforceability of such section, paragraph, sentence, clause or
provision shall not affect any of the remaining provisions of the
Agreement.
Section 10. Execution. The Agreement may be executed
in any number of counterparts, each of which shall be deemed to
be an original, but all together shall constitute but one and the
same agreement.
i
sF2-V95$.1 11
i �
IN WITNESS WHEREOF, the District and the Escrow Agent
have caused the Agreement to be executed each on its behalf as of
the day and year first above written.
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
By
President of the Board of Directors
[SEAL)
Attest:
Secretary of the Board of Directors
SEATTLE-FIRST NATIONAL BANK
By
Assistant Vice President
SF2-37955.1 12
III
SCHEDULE I
Cash Deposit
[TO COME]
Escrow Securities
United States Treasury Certificates of
Indebtedness State and Local Government Series
Principal Amount Interest Rate Maturity Date
[TO COME]
SF2-37955.1
EXHIBIT A
[TO COME]
SF2-V955.1 A-1
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
and
FIRST INTERSTATE BANK OF CALIFORNIA,
as Trustee
INDENTURE
Dated as of January 1, 1995
Relating to the
Mid peninsula Regional Open Space District
1995 Promissory Notes
SF2-37183.2
TABLE OF CONTENTS
Page
SECTION 1. Definitions . . . . . . . . . . . . . . . . . . . 1
SECTION 2. Equal Security . . . . . . . . . . . . . . . . . 6
SECTION 3 . Authority for the Issuance of the Notes 7
SECTION 4. Terms of the Notes . . . . . . . . . . . . . . . 7
SECTION 5. Form of the Notes . . . . . . . . . . . . . . . . 11
SECTION 6. Execution of the Notes . . . . . . . . . . . . . 18
SECTION 7. Appointment of Trustee; Registration and
Transfer of the Notes . . . . . . . . . . . . . . 18
SECTION 8. Delivery of the Notes and Use of
Depository . . . . . . . . . . . . . . . . . . . 21
SECTION 9. Payment of the Notes . . . . . . . . . . . . . . 24
SECTION 10. Reserve Fund . . . . . . . . . . . . . . . . . . 26
SECTION 11. Tax Covenants . . . . . . . . . . . . . . . . . 27
SECTION 12. General Covenants . . . . . . . . . . . . . . . 28
SECTION 13. Discharge of Notes . . . . . . . . . . . . . . . 29
SECTION 14. Events of Default and Remedies of
Registered Owners of the Notes . . . . . . . . . 30
SECTION 15. Amendment or Supplement of the
Indenture . . . . . . . . . . . . . . . . . . . 32
SECTION 16. Benefits of the Indenture Limited to
Certain Parties, Successor is Deemed
Included in All References to
Predecessor . . . . . . . . . . . . . . . . . . 34
SECTION 17. Partial Invalidity . . . . . . . . . . . . . . . 34
SECTION 18. Effective Date of the Indenture . . . . . . . . 35
Execution . . . . . . . . . . . . . . . . . . . . . . . . . . 36
EXHIBITA . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
SF2-37183.2 A-i
INDENTURE
This Indenture (the "Indenture") is made and entered
into as of January 1, 1995, by and between the Midpeninsula
Regional Open Space District, a regional open space district duly
organized and existing under and by virtue of the laws of the
State of California (the "District") , and First Interstate Bank
of California, a state banking corporation duly organized and
existing under and by virtue of the laws of the State of
California and authorized to accept and execute trusts of the
character herein set forth, as trustee (the "Trustee") ;
WITNESSETH:
WHEREAS, the Board of Directors of the District has
determined to issue its 1995 Promissory Notes (the "Notes") to
finance the costs of the acquisition of necessary and proper
lands and facilities for open space purposes of the District and
to refund certain of its outstanding promissory notes issued for
such purposes pursuant hereto and to secure the Notes in the
manner provided herein; and
WHEREAS, the District has determined that all things
necessary to cause the Notes, when executed by the District and
authenticated by the Trustee and delivered as provided herein, to
be legal obligations of the District enforceable in accordance
with their terms, and to constitute the Indenture a valid
agreement for the uses and purposes herein set forth in
accordance with its terms, have been done and taken, and the
execution and delivery hereof and the execution and delivery of
the Notes, subject to the terms hereof, have in all respects been
duly authorized;
NOW, THEREFORE, THE INDENTURE WITNESSETH, that in order
to secure the payment of the interest on and principal of and
redemption premiums, if any, on all Notes at any time issued and
outstanding hereunder according to their tenor, and to secure the
observance and performance of all the agreements, conditions,
covenants and terms therein and herein set forth, and to declare
the conditions and terms upon and subject to which the Notes are
to be issued and authenticated and delivered, and in
consideration of the premises and of the mutual agreements and
covenants herein contained and of the purchase and acceptance of
the Notes by the respective owners thereof, and for other
valuable considerations, the receipt whereof is hereby
acknowledged, the District does hereby agree and covenant with
the Trustee, for the benefit of the respective owners of the
Notes, as follows:
SECTION 1. Definitions. Unless the context otherwise
requires, the terms defined in this section shall for all
SF2-37183.2
purposes hereof and of the Notes and of any document mentioned
herein have the meanings defined herein, the following
definitions to be equally applicable to both the singular and
plural forms of any of the terms defined herein:
Acquisition Fund
"Acquisition Fund" means the Midpeninsula Regional Open
Space District 1995 Promissory Note Acquisition Fund established
in Section 8.
Board
"Board" means the Board of Directors of the District.
Business Day
"Business Day" means a day of the year that is not a
Saturday or Sunday or a day on which banking institutions located
in San Francisco, California, are required or authorized to
remain closed.
Code
"Code" means the Internal Revenue Code of 1986 and the
regulations of the United States Department of the Treasury
issued thereunder, and in this regard reference to any particular
section of the Code shall include reference to all successor
sections of the Code.
Controller
"Controller" means the Controller of the District.
District
"District" means the Midpeninsula Regional Open Space
District, a regional open space district duly organized and
existing under and pursuant to the Law and having the office of
its Board of Directors in Santa Clara County, California.
Federal Securities
"Federal Securities" means (a) any securities now or
hereafter authorized both the interest on and principal of which
are guaranteed by the full faith and credit of the United States
of America, or any units of a money-market portfolio composed of
or collateralized by obligations guaranteed by the full faith and
credit of the United States of America; (b) any of the following
obligations of federal agencies not guaranteed by the United
States of America: (1) participation certificates or senior debt
obligations of the Federal Home Loan Mortgage Corporation,
(2) bonds or debentures of the Federal Home Loan Bank Board
SF2-37183.2 2
established under the Federal Home Loan Bank Act and bonds of any
federal home loan bank established under said act, and
(3) stocks, bonds, debentures, participations and other
obligations of or issued by the Federal National Mortgage
Association, the Student Loan Marketing Association, the
Government National Mortgage Association and the Federal Home
Loan Mortgage Corporation, as and to the extent that such
securities or obligations are eligible for the legal investment
of District funds; (c) any repurchase agreements which are
secured by any of such securities or obligations that (1) have a
fair market value (determined at least monthly) at least equal to
one hundred two per cent (102%) of the amount invested in such
repurchase agreement, (2) are in the possession of the Trustee or
a third party acting solely as agent for the Trustee who holds a
perfected first lien therein, and (3) are free from all third
party claims; and (d) any investment contracts with a financial
institution that are fully collateralized by obligations
guaranteed by the full faith and credit of the United States of
America.
General Fund
"General Fund" means the General Fund of the District
now existing in the treasury of the District under the Law.
Indenture
"Indenture" means this Indenture.
Interest and Principal Fund
"Interest and Principal Fund" means the Midpeninsula
Regional Open Space District 1995 Promissory Note Interest and
Principal Fund established in Section 8.
Law
"Law" means Article 3 of Chapter 3 of Division 5 of the
Public Resources Code of the State of California, as amended to
date, and all laws amendatory thereof and supplemental thereto.
Limited Taxes
"Limited Taxes" means the limited ad valorem property
taxes levied upon all taxable property in 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 that are legally available to pay the
interest on and principal of and redemption premiums, if any, on
the Notes together with the payment on a parity of the interest
on and principal of and redemption premiums, if any, on the
District's outstanding 1988 Promissory Notes, 1990 Promissory
SF2-37183.2 3
Notes and 1992 Promissory Notes and certain land acquisition
contracts, but excluding the proceeds of any Tax Overrides.
Manager
"Manager" means the General Manager of the District.
Notes
"Notes" means the I'Midpeninsula Regional Open Space
District 1995 Promissory Notes" designated as such in Section 4
and authorized to be issued by the District under and by the
authority of the Law and under and pursuant hereto.
Outstanding
"Outstanding" means, with respect to the Notes and as
of any date of calculation, all Notes authorized, issued,
authenticated and delivered hereunder, except:
(a) Notes cancelled or surrendered to the Trustee for
cancellation pursuant to Section 7;
(b) Notes deemed to have been paid as provided in
Section 13; and
(c) Notes in lieu of or in substitution for which
other Notes shall have been authenticated and delivered
pursuant to Section 7.
President
"President" means the President of the Board.
Prior Notes
"Prior Notes" means $ principal amount of
the District's outstanding 1987 Promissory Notes, constituting
those notes maturing as specified in Exhibit A attached hereto
and incorporated herein, and $ principal amount of the
District's outstanding 1990 Promissory Notes, constituting those
notes maturing as specified in Exhibit A attached hereto and
incorporated herein.
1995 Project
111995 Project" means those necessary and proper lands
and facilities for open space purposes of the District which have
been authorized by the Board to be acquired by the District and
which have been determined by the Board to constitute the 1995
Project.
SF2-37183.2 4
Rebate Fund
"Rebate Fund" means the Midpeninsula Regional Open
Space District 1995 Promissory Note Rebate Fund established in
Section 11.
Rebate Instructions
"Rebate Instructions" means those calculations and
directions required to be performed and delivered by the District
under and pursuant to the Tax Certificate.
Rebate Requirement
"Rebate Requirement" has the meaning assigned to it in
the Tax Certificate.
Refunding Fund
"Refunding Fund" means the Midpeninsula Regional Open
Space District 1995 Promissory Note Refunding Fund established in
Section 8.
Reserve Fund
"Reserve Fund" means the Midpeninsula Regional Open
Space District 1995 Promissory Note Reserve Fund established in
Section 8.
Reserve Fund Requirement
"Reserve Fund Requirement" means, as of any date of
determination, the least of (a) $ , or (b) maximum
annual payments of interest on and principal of the Notes due in
the current or any future year ending on September 1, or (c) one
hundred twenty-five per cent (125%) of the average annual
payments of interest on and principal of the Notes due in the
current or each future year ending on September 1, as computed by
the District and specified to the Trustee; Provided, that such
requirement (or any portion thereof) may be provided by one or
more policies of municipal bond insurance or surety bonds issued
by a municipal bond insurer or by a letter of credit issued by a
bank if the obligations insured by such insurer or issued by such
bank, as the case may be, have ratings at the time of issuance of
such policy or surety bond or letter of credit equal to "Aaall or
higher assigned by Moody's Investors Service and "AAA" or higher
assigned by Standard & Poor's Corporation.
Secretary
"Secretary" means the Secretary of the Board.
SF2-37183.2 5
Supplemental Indenture
"Supplemental Indenture" means any indenture then in
full force and effect that has been made and entered into by and
between the District and the Trustee, amendatory of or
supplemental hereto; but only to the extent that such
Supplemental Indenture is specifically authorized hereunder.
Tax Certificate
"Tax Certificate" means that certificate executed by
the District at the time of the original issuance, authentication
and delivery of the Notes relating to the requirements of
Section 148 of the Code, as originally executed and as it may
from time to time be amended or supplemented.
Tax Overrides
"Tax Overrides" means any tax levied for the purpose of
the payment of general obligation bonded indebtedness authorized
by voters of the District.
Treasurer
"Treasurer" means the Treasurer of the District.
Trustee
"Trustee" means First Interstate Bank of California, a
state banking corporation duly organized and existing under and
by virtue of the laws of the State of California and authorized
to accept and execute trusts of the character herein set forth,
having a principal corporate trust office in Los Angeles or San
Francisco, California, and its successors or assigns, or any
other bank or trust company having a principal corporate trust
office in San Francisco, California, which may at any time be
substituted in its place as provided in Section 7 .
Written Order
"Written Order" means a written order of the District,
signed by the President or Vice-President of the Board or the
Manager, or by any other person authorized by resolution of the
Board to perform an act or to sign a document on behalf of the
District for purposes hereof.
SECTION 2 . Equal Security. In consideration of the
owners
acceptance of the Notes b the registered o ner thereof, the
P Y ,
Indenture shall be deemed to be and shall constitute a contract
between the District and such registered owners to secure the
full and final payment of the interest on and principal of and
redemption premiums, if any, on all Notes which may from time to
time be authorized, sold, executed, authenticated and delivered
SF2-37183.2 6
i
hereunder, subject to the agreements, conditions, covenants and
terms contained herein; and all agreements, conditions, covenants
and terms contained herein required to be observed or performed
by or on behalf of the District shall be for the equal and
proportionate benefit, protection and security of all registered
owners of the Notes without distinction, preference or priority
as to security or otherwise of any Notes over any other Notes by
reason of the number thereof or the time of execution,
authentication or delivery thereof or otherwise for any cause
whatsoever, except as expressly provided herein or therein;
provided, that the registered owners of the Notes shall have no
benefits or rights in or to any money in the Refunding Fund.
SECTION 3 . Authority for the Issuance of the Notes.
The Board has reviewed all proceedings heretofore taken relative
to the authorization of the Notes and has found, as a result of
such review, and hereby finds and determines that all acts,
conditions and things required by law to exist, to happen and to
be performed precedent to the issuance of the Notes do exist,
have happened and have been performed in regular and due time,
form and manner as required by law, and the District is now duly
authorized to issue the Notes and incur an indebtedness under and
pursuant to the conditions and terms provided herein.
SECTION 4. Terms of the Notes. Promissory notes of
the District in the aggregate principal amount of $
are hereby authorized to be issued by the District under and
pursuant to the Law for the purpose of financing the costs of the
acquisition of the 1995 Project and the refunding of the Prior
Notes, together with the payment of the related incidental
expenses, which authorized issue of promissory notes is hereby
designated the "Midpeninsula Regional Open Space District 1995
Promissory Notes. " The Notes shall be issued in fully registered
form in the denomination of five thousand dollars ($5, 000) or any
integral multiple thereof (but not to exceed the principal amount
of Notes maturing on any one date) , shall be dated January 1,
1995, shall mature (subject to any right of prior redemption
reserved herein) on the dates and in the principal amounts and
shall bear interest (payable on September 1, 1995, and
semiannually thereafter on March 1 and September 1 of each year
until the Notes shall have been fully paid) at the rates per
annum as set forth in the following schedule:
SF2-37183.2 7
Maturity Date Principal Interest
(September 1) Amount Rate
1997 $
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
The Notes shall bear interest from the interest payment date next
preceding the date of authentication and registration thereof,
unless the Notes are authenticated and registered on a day during
the period from the sixteenth (16th) day of the month next
preceding an interest payment date to such interest payment date,
both days inclusive, in which event they shall bear interest from
such interest payment date, or unless the Notes are authenticated
and registered on a day on or before the fifteenth (15th) day of
the month next preceding the first interest payment date, in
which event they shall bear interest from January 1, 1995. The
interest due on and before the maturity or the prior redemption
of the Notes shall be payable until the principal of the Notes
shall have been fully paid by check mailed on each such interest
payment date to the persons whose names appear as the registered
owners thereof at the close of business as of the fifteenth
(15th) day of the month next preceding each such interest payment
date on the registration books required to be kept by the Trustee
pursuant to Section 7 (except that in the case of a registered
owner of one million dollars ($1, 000, 000) or more in aggregate
principal amount of Notes Outstanding, payment shall be made at
such registered owner's option by wire transfer of immediately
available funds according to written instructions provided by
such registered owner to the Trustee at least fifteen (15) days
before such interest payment date) , and the principal of and the
redemption premiums, if any, on the Notes shall be payable at the
maturity of the Notes or upon the redemption prior to maturity
only on surrender of the Notes by such registered owners to the
Trustee at the principal corporate trust office of the Trustee in
San Francisco, California, or any other location so designated by
the Trustee. Both the interest on and principal of and
SF2-37183.2 8
redemption premiums, if any, on the Notes shall be payable in
lawful money of the United States of America.
The Depository Trust Company, New York, New York is
hereby appointed depository for the Notes; and the Notes shall be
initially registered in the name of "Cede & Co. , " as nominee of
The Depository Trust Company, and shall be evidenced by one Note
maturing on each maturity date set forth herein in the total
principal amount of the Notes to become due and payable on such
maturity date and shall be numbered in consecutive order from R-1
upwards. Registered ownership of the Notes, or any portion
thereof, may not thereafter be transferred except as provided in
Section 7 or Section 8.
The Notes maturing by their terms on or after
September 1, 2005, shall be subject to optional redemption by the
District on any interest payment date on or after September 1,
2004, prior to their respective maturity dates, as a whole, or in
part in integral multiples of five thousand dollars ($5, 000) from
such maturities selected by the District (and by lot within any
one maturity if less than all the Notes of any one maturity are
to be redeemed) , from any legally available funds of the
District, upon mailed notice as hereinafter provided, at a
redemption price equal to the following amount (expressed as a
percentage of the principal amount of the Notes or the portions
thereof called for redemption) , together with accrued interest
thereon to the date of redemption, namely:
Redemption Date Redemption Price
September 1, 2004 102%
March 1, 2005 101
On or after September 1, 2005, and
prior to maturity 100
If less than all the Outstanding Notes of any one
maturity date are to be redeemed at any one time, the Trustee
shall select the Outstanding Notes or the portions thereof to be
redeemed at such time from the Outstanding Notes maturing on such
date by lot in any manner that it deems fair.
Notice of redemption of any Note or any portion thereof
shall be given by the Trustee by mailing a copy of such notice by
first class mail to the registered owner thereof and to all
securities depositories and securities information services
selected by the District and set forth in a Written Order filed
with the Trustee to comply with custom or the rules of any
securities exchange or commission or brokerage board or otherwise
as may be determined by the District in its sole discretion not
less than thirty (30) days nor more than sixty (60) days before
the redemption date; provided, that receipt of any such notice
shall not be a condition precedent to the effect of such notice
and neither failure to receive any such notice nor any immaterial
SF2-37183.2 9
defect contained therein shall affect the validity of the
proceedings for the redemption of such Note or such portion
thereof. Such notice shall state the redemption date, the
redemption price, the place of redemption, and shall designate
the principal amount, the numbers and CUSIP numbers of the Notes
to be redeemed in whole or in part, and shall require that such
Notes be then surrendered at the office of the Trustee for
redemption in whole or in part at such redemption price, giving
notice also that further interest on the Notes or the portions
thereof called for redemption will not accrue from and after such
redemption date. If any Note so chosen for redemption is to be
redeemed in part only, such notice shall also state that such
Note is to be redeemed in part only and that upon the
presentation of such Note for redemption there will be issued in
lieu of the unredeemed portion of the principal amount thereof a
new Note or Notes of the same interest rate and maturity date of
an aggregate principal amount equal to the unredeemed portion
thereof.
If notice of redemption has been duly given as
aforesaid and money for the payment of the redemption price of
the Notes or the portions thereof so called for redemption is
held by the Trustee, then on the redemption date designated in
such notice such Notes or such portions thereof shall become due
and payable, and from and after the date so designated interest
on such Notes or the portions thereof so called for redemption
shall cease to accrue and the registered owners of such Notes or
such portions thereof shall have no rights in respect thereof
except to receive payment of the redemption price thereof.
From and after the original issuance, authentication
and delivery of the Notes the findings and determinations of the
Board respecting the Notes shall be conclusive evidence of the
existence of the facts so found and determined in any action or
proceeding in any court in which the validity of such Notes is at
issue, and no bona fide purchaser of any of the Notes shall be
required to see to the existence of any fact or to the
performance of any condition or to the taking of any proceeding
required prior to such issuance or to the application of the
purchase price paid for the Notes. The validity of the issuance
of the Notes shall not be dependent on or affected in any way by
any proceedings taken by the District for acquiring the 1995
Project or refunding the Prior Notes or any contracts made by the
District in connection therewith. The recital contained in the
Notes that the Notes are issued under and pursuant to the Law and
under and pursuant hereto shall be conclusive evidence of their
validity and of the regularity of their issuance and all Notes
shall be incontestable from and after their original issuance,
authentication and delivery. The Notes shall be deemed to be
issued, within the meaning hereof, whenever the definitive Notes
(or any temporary Notes exchangeable therefor) have been
delivered to the purchaser thereof and the purchase price thereof
received.
SF2-37183.2 10
SECTION 5. Form of the Notes. The Notes, including
the Certificate of Authentication and Registration and the
Assignment to appear thereon, shall be in substantially the
following forms, the blanks being suitably filled in to comply
with the provisions hereof, namely:
SF2-37183.2 11
[Form of Note]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTIES OF SANTA CLARA AND SAN MATEO
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
1995 PROMISSORY NOTE
No. $
Interest Maturity Date
Rate Date of Note CUSIP
September 1, January 1, 1995
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
Midpeninsula Regional Open Space District, a regional
open space district duly organized and existing under and
pursuant to the laws of the State of California, and having the
office of its Board of Directors in Santa Clara County,
California (the "District") , hereby acknowledges itself indebted
to and, for value received, promises to pay (but only out of the
funds hereinafter referred to, and subject to any right of prior
redemption reserved herein) to the registered owner set forth
above on the maturity date set forth above or upon the prior
redemption hereof the principal sum set forth above, together
with interest thereon at the interest rate per annum set forth
above from the interest payment date next preceding the date of
registration of this Note (unless this Note is registered on a
day during the period from the sixteenth (16th) day of the month
next preceding an interest payment date to such interest payment
date, both days inclusive, in which event it shall bear interest
from such interest payment date, or unless this Note is
registered on a day on or before the fifteenth (15th) day of the
month next preceding the first interest payment date, in which
event it shall bear interest from January 1, 1995) , payable on
September 1, 1995, and semiannually thereafter on March 1 and
September 1 of each year. Interest due on and before the
maturity or the prior redemption of this Note shall be payable
until the principal hereof shall have been fully paid by check
mailed on each such interest payment date to the registered
owner hereof at the close of business as of the fifteenth (15th)
day of the month next preceding each such interest payment date
SF2-37183.2 12
(except that in the case of a registered owner of one million
dollars ($1, 000, 000) or more in aggregate principal amount of
Notes outstanding, payment shall be made at such registered
owner's option by wire transfer of immediately available funds
according to written instructions provided by such registered
owner to the Trustee at least fifteen (15) days before such
interest payment date) , and the principal hereof and the
redemption premium, if any, hereon shall be payable at the
maturity or upon the prior redemption of this Note only upon
surrender hereof by the registered owner hereof at the principal
corporate trust office of the Trustee, initially First Interstate
Bank of California, in San Francisco, California, or any other
location so designated by the Trustee (together with any
successor trustee, the "Trustee") . Both the interest on and
principal of and redemption premium, if any, on this Note are
payable in lawful money of the United States of America.
This Note is one of a duly authorized issue of
promissory notes of the District designated as its 1995
Promissory Notes (the "Notes") aggregating Dollars
$ in principal amount, all of like date and tenor
(except for such variations as may be required to designate
varying numbers, interest rates, denominations, maturities or
redemption provisions) , and is issued under and by authority of
Article 3 of Chapter 3 of Division 5 of the Public Resources Code
of the State of California, as amended to date, and all laws
amendatory thereof and supplemental thereto (the "Law") , and
under and pursuant to the provisions of an Indenture dated as of
January 1, 1995, by and between the District and the Trustee (the
"Indenture") , to provide funds for the purpose of acquiring
necessary and proper lands and facilities for open space purposes
of the District and for refunding certain of the District's
outstanding promissory notes issued for such purposes (all as
more particularly provided in the Indenture) , and reference is
hereby made to the Indenture for a description of the terms on
which the Notes are issued, for the provisions with regard to the
security for the repayment of the Notes and for the rights of the
registered owners of the Notes, and all the terms of the
Indenture are hereby incorporated herein and constituted a
contract between the District and the registered owner of this
Note, to all the provisions of which the registered owner of this
Note, by his acceptance hereof, consents and agrees, and the
registered owner of this Note shall have recourse to all the
provisions of the Indenture and shall be bound by all the terms
and conditions thereof.
The Notes maturing by their terms on or after
September 1, 2005, are subject to optional redemption by the
District on any interest payment date on or after September 1,
2004, prior to their respective maturity dates, as a whole, or in
part in integral multiples of five thousand dollars ($5, 000) from
such maturities selected by the District (and by lot within any
one maturity if less than all the Notes of any one maturity are
SF2-37183.2 13
to be redeemed) , from any legally available funds of the
District, upon mailed notice as hereinafter described, at a
redemption price equal to the following amount (expressed as a
percentage of the principal amount of the Notes or the portions
thereof called for redemption) , together with accrued interest
thereon to the date of redemption, namely:
Redemption Date Redemption Price
September 1, 2004 102%
March 1, 2005 101
On or after September 1, 2005, and
prior to maturity 100
If less than all the outstanding Notes of any one
maturity date are to be redeemed at any one time, the Trustee
shall select the outstanding Notes or the portions thereof to be
redeemed at such time from the outstanding Notes maturing on such
date by lot in any manner that it deems fair.
As provided in the Indenture, notice of redemption of
this Note or any portion hereof shall be given by the Trustee by
mailing a copy of such notice by first class mail to the
registered owner hereof and to all securities depositories and
securities information services selected by the District to
comply with custom or the rules of any securities exchange or
commission or brokerage board or otherwise as may be determined
by the District in its sole discretion not less than thirty (30)
days nor more than sixty (60) days before the redemption date;
provided, that receipt of such notice shall not be a condition
precedent to the effect of such notice and neither failure to
receive any such notice nor any immaterial defect contained
therein shall affect the validity of the proceedings for the
redemption of this Note or such portion hereof. If notice of
redemption has been duly given as aforesaid, then on the
redemption date designated in such notice this Note or such
portion hereof shall become due and payable at the
above-described redemption price, and if money for the payment of
the above-described redemption price of this Note or such portion
hereof is held by the Trustee, then from and after the date so
designated interest on this Note or such portion hereof shall
cease to accrue and the registered owner of this Note shall, as
to this Note or such portion hereof, have no rights in respect
hereof except to receive payment of the redemption price hereof
on the redemption date hereof; provided, that if this Note is to
be redeemed in part only, upon presentation of this Note for
redemption there will be issued in lieu of the unredeemed portion
of the principal amount hereof a new Note or Notes of the same
interest rate and maturity date of an aggregate principal amount
equal to the unredeemed portion hereof.
SF2-37183.2 14
It is hereby recited, certified and declared that this
Note is issued in strict conformity with the Constitution and
laws of the State of California and with proceedings of the
District authorizing the same, and that all acts, conditions and
things required by law to exist, to happen and to be performed
precedent to the issuance of this Note do exist, have happened
and have been performed in the time, form and manner as required
by law, and that this Note, together with all other indebtedness
and obligations of the District, does not exceed any limit
prescribed by the Constitution or laws of the State of
California.
It is hereby further recited, certified and declared
that the Notes are limited obligations of the District and that
the interest on and principal of and redemption premiums, if any,
on the Notes are, as authorized by and subject to the Law,
payable only 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, that are legally available to pay the Notes
together with the payment on a parity of the interest on and
principal of the District's outstanding 1987 Promissory Notes,
1988 Promissory Notes, 1990 Promissory Notes and 1992 Promissory
Notes and certain land acquisition contracts, or from other funds
legally available therefor. The full faith and credit or taxing
power of the District is not pledged for the payment of the
interest on or principal of or redemption premiums, if any, on
the Notes, and the Notes are not secured by a legal or equitable
pledge of, or charge, lien or encumbrance upon, any property of
the District or any of its income or revenue.
This Note is transferable by the registered owner
hereof, in person or by his duly authorized attorney, at the
above-mentioned office of the Trustee, upon surrender of this
Note for cancellation accompanied by delivery of a duly executed
written instrument of transfer in a form approved by the Trustee,
and thereupon a new Note or Notes of authorized denominations for
a like aggregate principal amount and of the same maturity date
will be issued to the transferee in exchange therefor, in the
manner, subject to the conditions and upon payment of the charges
provided in the Indenture. The District and the Trustee may deem
and treat the registered owner of this Note as the absolute owner
hereof for all purposes, and neither the District nor the Trustee
shall be affected by any notice or knowledge to the contrary; and
payment of the interest on and principal of and redemption
premium, if any, on this Note shall be made only to such
registered owner as above provided, which payment shall be valid
and effectual to satisfy and discharge the liability on this Note
to the extent of the sum or sums so paid.
The Notes are authorized to be issued in the form of
fully registered notes in the denomination of five thousand
SF2-37183.2 15
dollars ($5,000) or any integral multiple thereof (not exceeding
the principal amount of Notes maturing in any one year) , and,
subject to the conditions and upon payment of the charges
provided in the Indenture, the Notes may be exchanged at the
above-mentioned office of the Trustee for the same aggregate
principal amount of Notes of the same maturity date of other
authorized denominations.
This Note shall not be entitled to any benefits under
the Resolution or become valid or obligatory for any purpose
until the certificate of authentication and registration hereon
endorsed shall have been signed by the Trustee.
IN WITNESS WHEREOF, the District has caused this Note
on its behalf to be signed by the manual or facsimile signature
of the President of its Board of Directors and attested by the
manual or facsimile signature of the Secretary of its Board of
Directors and has caused the seal of the District to be impressed
or printed hereon, all as of January 1, 1995.
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
B
President of the Board of Directors
(SEAL)
Attest:
Secretary of the Board of Directors
[Form of Trustee's Certificate of Authentication
and Registration]
This is one of the Notes described in the
within-mentioned Indenture which has been authenticated and
registered as of
FIRST INTERSTATE BANK OF
CALIFORNIA,
as Trustee
B
Authorized Signatory
SF2-37183.2 16
(Form of Assignment]
For value received the undersigned do(es) hereby sell,
assign and transfer unto
the
within Note and do(es) hereby irrevocably constitute and appoint
attorney to
transfer the same on the register of the Trustee, with full power
of substitution in the premises.
Dated:
SIGNATURE GUARANTEED BY:
NOTE: The signature(s) to this Assignment must correspond
with the name(s) as written on the face of the within
Note in every particular, without alteration or
enlargement or any change whatsoever, and the
signature(s) must be guaranteed by an eligible
guarantor institution (being banks, stock brokers,
savings and loan associations and credit unions with
membership in an approved signature guarantee medallion
program) pursuant to Securities and Exchange Commission
Rule 17A(d) 15.
Social Security Number, Taxpayer Identification Number or other
identifying number of Assignee:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC") , to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC) , ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof Cede & Co. , has
an interest herein.
SF2-37183.2 17
i
I
SECTION 6. Execution of the Notes. The President and
the Secretary who may be in office at the date of the Notes, or
at any time thereafter prior to the delivery of the Notes, and
each of such officers, are hereby authorized and directed,
respectively, as such officers to sign and attest each of the
Notes on behalf of the District by use of their manual or
facsimile signatures, and the Secretary is hereby additionally
authorized and directed to impress or print the seal of the
District thereon, which such signing and sealing shall be a
sufficient and binding execution of the Notes by the District.
In case any officer whose signature appears on the Notes shall
cease to be such officer before the delivery of the Notes to the
purchaser, such signature shall nevertheless be valid and
sufficient for all purposes the same as though such officer had
remained in office until the delivery of the Notes. Only such of
the Notes as shall bear thereon a certificate of authentication
and registration in the form hereinabove set forth, executed and
dated by an authorized signatory of the Trustee, shall be
entitled to any benefits hereunder or be valid or obligatory for
any purpose, and the execution of such certificate shall be
conclusive evidence that the Notes so authenticated and
registered have been duly authorized, executed, issued and
delivered hereunder and are entitled to the benefits hereof.
I
SECTION 7. Appointment of Trustees Registration and
Transfer of the Notes. First Interstate Bank of California at
its principal corporate trust office in San Francisco,
California, is hereby appointed Trustee of the District for the
purpose of performing all duties and obligations imposed upon it
herein. The District may at any time in its sole discretion
remove the Trustee initially appointed and any successor thereto
and may appoint a successor or successors thereto by an
instrument in writing; provided, the District agrees that it will
at all times maintain a Trustee for the Notes having a principal
corporate trust office in San Francisco, California. The Trustee
may at any time resign and be discharged from its duties and
obligations hereunder by giving forty-five (45) days' written
notice of such resignation to the District; provided, that if no
successor Trustee shall have been appointed and shall have
accepted such appointment within ninety (90) days following the
giving of notice of removal or notice of resignation as
aforesaid, the resigning Trustee or any registered owner of the
Notes (on behalf of himself and all other owners) may petition
any court of competent jurisdiction to appoint a successor
Trustee, which court may, upon such notice, if any, as such court
may deem proper and prescribe, appoint a successor Trustee or
grant such other legal or equitable release as such court may
deem appropriate. The Trustee is hereby authorized and directed
to pay interest on the Notes due on and before the maturity or
the prior redemption thereof to the registered owners thereof as
their names appear at the close of business as of the fifteenth
(15th) day of the month preceding each such interest payment date
on the registration books required to be kept by it pursuant to
SF2-37183.2 18
this section as the registered owners thereof, such interest to
be paid by check mailed on each such interest payment date to
such registered owners at their addresses appearing on such books
or at such other addresses as they may have filed with the
Trustee for that purpose (except that in the case of a registered
owner of one million dollars ($1, 000, 000) or more in aggregate
principal amount of Notes outstanding, payment shall be made at
such registered owner's option by wire transfer of immediately
available funds according to written instructions provided by
such registered owner to the Trustee at least fifteen (15) days
before such interest payment date) , and to pay to such registered
owners the principal of the Notes and any redemption premium
thereon upon presentation and surrender of the Notes to the
Trustee at maturity or upon the prior redemption thereof. The
Trustee shall cancel and destroy all Notes paid by it at maturity
or upon the prior redemption thereof and all Notes surrendered to
it by the District, and shall deliver to the District a
certificate of such destruction, and the Trustee shall keep
accurate records of all Notes cancelled and destroyed by it
hereunder.
The District shall from time to time, subject to any
agreement between the District and the Trustee then in force, pay
the Trustee compensation for its services, reimburse the Trustee
for all its advances and expenditures, including but not limited
to advances to and fees and expenses of independent accountants,
counsel and consultants or other experts employed by it in the
exercise and performance of its duties and obligations hereunder,
and indemnify and save the Trustee harmless against liabilities
not arising from its own negligence or willful misconduct which
it may incur in the exercise and performance of its duties and
obligations hereunder. The recitals of facts, agreements and
covenants contained herein and in the Notes shall be taken as
statements, agreements and covenants of the District, and the
Trustee does not assume any responsibility for the correctness of
the same and does not make any representation as to the
sufficiency or validity hereof or of the Notes, and shall not
incur any responsibility in respect thereof other than in
connection with the duties and obligations expressly assigned to
or imposed upon it herein or in the Notes, and shall not be
liable in connection with the performance of its duties and
obligations hereunder except for its own negligence or willful
misconduct. The Trustee shall not be required to expend or risk
its own funds or otherwise incur any financial liability in the
performance of any of its duties and obligations hereunder, and
the Trustee's rights to immunities and protection from liability
hereunder and its payment of its fees and expenses shall survive
its resignation or removal and the final payment or the
defeasance of the Notes. The cost of printing of any Notes and
any services rendered or any expenses incurred by the Trustee in
connection with any exchange or transfer shall be paid by the
District.
SF2-37183.2 19
The Trustee will keep at its principal corporate trust
office in Los Angeles or San Francisco, California, sufficient
books for the registration, transfer and exchange of the Notes,
which books shall at all times be open to inspection by the
District during normal business hours, and upon presentation for
such purpose the Trustee shall, under such reasonable regulations
as it may prescribe, register or transfer or exchange the Notes
on such books as hereinafter provided.
Any Note may be transferred on such books by the
registered owner thereof, in person or by his duly authorized
attorney, upon payment by the person requesting such transfer of
any tax or other governmental charge required to be paid with
respect to such transfer and upon surrender of such Note for
cancellation accompanied by delivery of a duly executed written
instrument of transfer in a form approved by the Trustee.
Whenever any Note or Notes shall be surrendered for transfer, the
District shall execute and the Trustee shall authenticate and
deliver a new Note or Notes of authorized denominations for a
like aggregate principal amount and of the same maturity date.
The District and the Trustee may deem and treat the registered
owner of any Note as the absolute owner of such Note for the
purpose of receiving payment thereof and for all other purposes,
whether such Note shall be overdue or not, and neither the
District nor the Trustee shall be affected by any notice or
knowledge to the contrary received by the District or the
Trustee; and payment of the interest on and principal of and
redemption premium, if any, on such Note shall be made only to
such registered owner as above provided, which payment shall be
valid and effectual to satisfy and discharge liability on such
Note to the extent of the sum or sums so paid.
Any Note may be exchanged on such books by the
registered owner thereof, in person or by his duly authorized
attorney, upon payment by the person requesting such exchange of
any tax or other governmental charge required to be paid with
respect to such exchange and upon surrender of such Note for
cancellation, for a like aggregate principal amount of Notes of
the same maturity date of other authorized denominations. The
cost of printing any new Notes shall be paid by the District.
If any Note is mutilated, lost, stolen or destroyed,
the District shall execute and the Trustee shall authenticate and
register a new Note of the same date, maturity and denomination
as that mutilated, lost, stolen or destroyed; provided, that in
the case of any mutilated Note, such mutilated Note shall first
be surrendered to the Trustee, and in the case of any lost,
stolen or destroyed Note, there shall be first furnished to the
Trustee evidence of such loss, theft or destruction which shall
be satisfactory to the Trustee, together with an indemnity
satisfactory to it. In the event any such Note shall have
matured or been called for redemption, instead of issuing a
duplicate Note, the Trustee may pay the same. The District and
Sn-37183.2 20
the Trustee may charge the owner of such Note with their
reasonable fees and expenses in connection with replacing any
Note mutilated, lost, stolen or destroyed.
The Trustee may consult with counsel (who may be
counsel to the District) with regard to legal questions arising
hereunder, and the opinion of such counsel shall be full and
complete authorization and protection to the Trustee in respect
of any action taken or suffered by it hereunder in good faith and
in accordance therewith. The Trustee shall have no
responsibility or liability with respect to any information,
statement or recital in any official statement or other
disclosure material prepared or distributed with respect to the
issuance of the Notes.
SECTION 8. Delivery of the Notes and Use of
Depository. (a) The Secretary is directed to cause to be
prepared a sufficient number of blank Notes of suitable quality
and to cause the blank spaces thereof to be filled in to comply
with the provisions hereof, and to procure their execution by the
proper officers of the District, and to deliver them to the
Treasurer, who shall safely keep the same and deliver them to the
Trustee for authentication and registration after the sale
thereof, and the Trustee shall deliver them to such purchaser
upon receiving therefor the purchase price thereof and accrued
interest thereon to the date of delivery. The President and the
Secretary are further authorized and directed to make, execute
and deliver to the purchaser of the Notes a signature certificate
in the form customarily required by purchasers of notes of public
districts certifying to the genuineness and due execution of the
Notes, and the Trustee is hereby authorized and directed to make,
execute and deliver to the purchaser of the Notes a receipt in
the form customarily required by purchasers of notes of public
districts evidencing the payment of the purchase price and the
delivery of the Notes, which receipt shall be conclusive evidence
that the Notes have been duly paid for and delivered. The
purchaser of the Notes and any subsequent registered owner of the
Notes are hereby authorized to rely upon and shall be justified
in relying upon any such signature certificate and any such
receipt with respect to the Notes issued and delivered pursuant
to the authority hereof.
(b) Notwithstanding any provision hereof to the
contrary, the Notes shall be initially registered as provided in
Section 3 , and registered ownership of the Notes, or any portion
thereof, may not thereafter be transferred except:
(i) To any successor of The Depository Trust
Company or its nominee, or to any substitute depository
designated pursuant to clause (ii) of this subsection (a
"substitute depository") ; provided, that any successor of
The Depository Trust Company or any substitute depository
SF2-37183.2 21
shall be qualified under any applicable laws to provide the
service proposed to be provided by it;
(ii) To any substitute depository designated by
the District, upon (1) the resignation of The Depository
Trust Company or its successor (or any substitute depository
or its successor) from its functions as depository, or (2) a
determination by the District that The Depository Trust
Company or its successor (or any substitute depository or
its successor) is no longer able to carry out its functions
as depository; provided, that any such substitute depository
shall be qualified under any applicable laws to provide the
services proposed to be provided by it; or
(iii) To any person as provided below upon (1)
the resignation of The Depository Trust Company or its
successor (or any substitute depository or its successor)
from its functions as depository; provided, that no
substitute depository can be obtained, or (2) a
determination by the District that it is in the best
interests of the District to remove The Depository Trust
Company or its successor (or any substitute depository or
its successor) from its functions as depository.
In the case of any transfer pursuant to clause (i) or
clause (ii) of this subsection, upon receipt of all Outstanding
Notes by the Trustee, together with a Written Order to the
Trustee, a new Note shall be executed, authenticated and
delivered for each maturity of the Notes then Outstanding,
registered in the name of such successor or such substitute
depository, or their nominees, as the case may be, all as
specified in such Written Order. In the case of any transfer
pursuant to clause (iii) of this subsection, upon receipt of all
Outstanding Notes by the Trustee, together with a Written Order
to the Trustee, new Notes shall be executed and delivered in such
denominations and registered in the names of the registered
owners thereof, subject to the limitations of Section 4;
provided, that the Trustee shall not be required to deliver such
new Notes within a period less than sixty (60) days from the date
of receipt of such Written Order, and subsequent to any transfer
pursuant to clause (iii) of this subsection the Notes shall be
transferred as provided in Section 7.
In the case of partial redemption or an advance
refunding of the Notes, The Depository Trust Company shall make
an appropriate notation on the Notes indicating the date and
amounts of such reduction in principal, in form acceptable to the
District.
The District and the Trustee shall have no
responsibility for transmitting payments to, communication with,
notifying, or otherwise dealing with any beneficial owners of the
Notes, and neither the District nor the Trustee will have any
Sn-37183.2 22
responsibility or obligations, legal or otherwise, to the
beneficial owners or to any other party, including The Depository
Trust Company or its successor (or any substitute depository or
its successor) , except as the registered owner of a Note.
So long as the Outstanding Notes are registered in the
name of Cede & Co. or its registered assigns, the District and
the Trustee shall cooperate with Cede & Co. , as sole registered
Owner, and its registered assigns in effecting payment of the
principal and redemption premiums, if any, and interest evidenced
and represented by the Notes by arranging for payment in such
manner that funds for such payments are properly identified and
are made immediately available on the date they are due.
(c) Upon the receipt of payment for the Notes when the
same shall have been duly sold and delivered, the Trustee shall
set aside and deposit the proceeds received from such sale in the
following respective funds and in the following order of
priority:
(i) The Trustee shall deposit in the "Midpeninsula
Regional Open Space District 1995 Promissory Note Interest
and Principal Fund, " which fund the District hereby agrees
and covenants to establish and maintain with the Trustee
until payment in full (or provision therefor made) of all
interest on and principal of and redemption premiums, if
any, on the Notes, a sum of money equal to the accrued
interest from the date of the Notes to the date of the
payment of the purchase price thereof.
(ii) The Trustee shall deposit in the "Midpeninsula
Regional Open Space District 1995 Promissory Note Reserve
Fund, " which fund the District hereby agrees and covenants
to establish and maintain with the Trustee until payment in
full (or provision therefor made) of all interest on and
principal of and redemption premiums, if any, on the Notes,
a sum of money equal to the Reserve Fund Requirement.
(iii) The Trustee shall deposit in the "Midpeninsula
Regional Open Space District 1995 Promissory Note Refunding
Fund, " which fund the District hereby agrees and covenants
to establish and maintain with the Trustee until 1,
1995, an amount of such proceeds which, together with other
available money transferred at the same time by the District
to the Trustee in the amount of $ , will be
sufficient (as determined by the District) to provide for
the refunding of all outstanding Prior Notes in accordance
with a Written Order delivered to the Trustee. All money in
the Refunding Fund shall be transferred by the Trustee to
the respective paying agents for the Prior Notes and used by
such paying agents to refund the Prior Notes, in accordance
with such Written Order; provided, that after such transfer
by the Trustee any remaining balance in the Refunding Fund
I
sF2-37183.2 23
i .
shall be transferred by the Trustee to the Treasurer for
deposit in the Acquisition Fund.
(iv) The Trustee shall transfer the remainder of the
proceeds received from the sale of the Notes to the
Treasurer for deposit in the I'Midpeninsula Regional Open
Space District 1995 Promissory Note Acquisition Fund, " which
fund the District hereby covenants and agrees to establish
and maintain with the Treasurer until payment of all costs
of the issuance of the Notes and the payment of the costs of
acquisition of the Project. All money in the Acquisition
Fund shall be withdrawn therefrom solely for paying costs of
the issuance of the Notes (including, but not limited to,
all printing and document preparation expenses in connection
with the Notes and the preliminary official statement and
official statement pertaining to the Notes, rating agency
fees, CUSIP Service Bureau charges, the initial fees and
expenses of the Trustee, and other fees and expenses
incurred in connection with the issuance of the Notes and
the acquisition of the 1995 Project) , including reimbursing
the District for any such costs theretofore paid by it,
except that any balance of money in the Acquisition Fund not
needed or used for such purposes, after the closure of such
fund, shall be transferred to the Trustee for deposit in the
Interest and Principal Fund. All money in the Acquisition
Fund shall, pending expenditure, be deposited or invested as
determined by the Controller as permitted by law in any
lawful investments of the District so as to obtain the
highest yield that the Controller deems practicable, having
due regard for the safety of such deposits and investments;
provided, that all such deposits and investments shall be
withdrawable or shall mature, as the case may be, to
coincide as nearly as practicable with the time when such
money is expected to be withdrawn for use hereunder. All
proceeds of such deposits or investments shall (except as
otherwise provided by Section 11) be deposited as and when
received in the Acquisition Fund.
SECTION 9. Payment of the Notes. The Notes are
limited obligations of the District, and the interest on and
principal of and redemption premiums, if any, on the Notes shall,
as authorized by and subject to the Law, be paid only from the
Limited Taxes, or from other funds legally available therefor.
The full faith and credit or taxing power of the District is not
pledged for the payment of the interest on or principal of or
redemption premiums, if any, on the Notes, and the Notes are not
and shall not be secured by a legal or equitable pledge of, or
charge, lien or encumbrance upon, any property of the District or
any of its income or revenue.
In order to provide for the timely payment of the
interest on and principal of and redemption premiums, if any, on
the Notes as the same becomes due, the District agrees and
SF2-37183.2 24
covenants, consistent with the foregoing and as authorized by and
subject to the Law, that until the interest on and the principal
of and redemption premiums, if any, on the Notes are paid in full
or until there is a sum held by the Trustee set apart for that
purpose sufficient to meet all payments of the interest on and
principal of and redemption premiums, if any, on the Notes as
they become due, it will annually set aside a portion of the
Limited Taxes (or other legally available funds of the District)
sufficient to pay such interest and principal and redemption
premiums, if any, that will become due before the proceeds of the
Limited Taxes levied at the next general tax levy will be
available for such purpose. In order to implement this
provision, the District further agrees and covenants that it will
set aside, as soon as possible after the receipt of the Limited
Taxes that become delinquent after April 10 of each year
(commencing with such Limited Taxes that become delinquent after
April 10, 1995) , an amount of such Limited Taxes (or other
legally available funds of the District) equal to the interest
that becomes due and payable on the Notes on the next succeeding
September 1 plus the redemption premiums, if any, on the Notes
that become due on the Notes on or prior to such date plus the
principal of the Notes that becomes due and payable on the next
succeeding September 1, and that it will set aside, as soon as
possible after the receipt of such Limited Taxes that become
delinquent after December 10 of each year (commencing with such
Limited Taxes that become delinquent after December 10, 1995) , an
amount of such Limited Taxes (or other legally available funds of
the District) equal to the interest that becomes due and payable
on the Notes on the next succeeding March 1 plus the redemption
premiums, if any, on the Notes that become due on or prior to
such date. All such amounts of Limited Taxes (or other legally
available funds of the District) shall be transferred as soon as
received by the District by the Controller to the Trustee for
deposit in the Interest and Principal Fund.
All money in the Interest and Principal Fund shall be
used solely for the payment of the interest on and principal of
and redemption premiums, if any, on the Notes; provided, that
when all the interest on and principal of and redemption
premiums, if any, on the Notes have been paid, any balance of
money then remaining in the Interest and Principal Fund shall be
transferred by the Trustee to the Controller for deposit in the
General Fund.
All money in the Interest and Principal Fund shall,
pending its disbursement as above provided, be deposited or
invested by the Trustee as directed in writing by the Controller
in Federal Securities so as to obtain the highest yield that the
Controller deems practicable, having due regard for the safety of
such deposits and investments and subject to the provisions of
Section 11; provided, that all such deposits and investments
shall be withdrawable or shall mature, as the case may be, to
coincide as nearly as practicable with the time when such money
SF2-37183.2 25
is required to be withdrawn for use hereunder. All proceeds of
such deposits or investments shall (except as otherwise provided
by Section 11) be deposited as and when received in the Interest
and Principal Fund. The Trustee shall not be liable or
responsible for any loss suffered in connection with any such
deposit or investment made by it under the terms of and in
accordance with this section.
The covenants and agreements set forth herein are for
the equal and proportionate benefit, security and protection of
all owners of the Notes and the District's outstanding 1987
Promissory Notes, 1988 Promissory Notes, 1990 Promissory Notes
and 1992 Promissory Notes and certain land acquisition contracts
and any additional notes which may hereafter be issued on a
parity with the Notes, without preference or distinction as to
security or otherwise of any such obligations over any of the
other by reason of the number or date thereof or the time of
sale, execution or delivery hereof.
SECTION 10. Reserve Fund. The money in the Reserve
Fund shall be used solely for the payment of the interest on and
principal of and redemption premiums, if any, on the Notes in the
event and to the extent that the District has provided to the
Trustee no other money available therefor, except that (1) any
money in the Reserve Fund in excess of the Reserve Fund
Requirement may be withdrawn from the Reserve Fund and
transferred by the Trustee to the Controller for deposit in the
General Fund upon receipt by the Trustee of a Written Order, and
(2) the money in the Reserve Fund may be used (together with any
other money available for that purpose) for the retirement or
refunding of all the Outstanding Notes. Whenever any withdrawals
from the Reserve Fund reduce the balance therein below the
Reserve Fund Requirement, the Reserve Fund shall be replenished
to the Reserve Fund Requirement from the first available Limited
Taxes (or other legally available funds of the District) , except
that the District shall not be obligated to make any payments
into the Reserve Fund at any time when the money contained
therein and in the Interest and Principal Fund is at least equal
to the principal amount of the Outstanding Notes plus the
interest then due and thereafter to become due thereon.
All money in the Reserve Fund shall, pending its use,
be deposited or invested by the Trustee as directed in writing by
the Controller in Federal Securities so as to obtain the highest
yield that the Controller deems practicable, having due regard
for the safety of such deposits and investments and subject to
the provisions of Section 11; provided, that all such deposits
and investments shall be withdrawable or shall mature, as the
case may be, to coincide as nearly as practicable with the time
when such money is expected to be withdrawn for use hereunder,
and in any event not later than September 1, 2014. All proceeds
of such deposits or investments shall (except as otherwise
provided by Section 11) be deposited as and when received in the
SF2-37183.2 26
Interest and Principal Fund. The Trustee shall not be liable or
responsible for any loss suffered in connection with any such
deposit or investment made by it under the terms of and in
accordance with this section.
When all the interest on and the principal of the Notes
has been paid, any balance of money then remaining in the Reserve
Fund shall be transferred by the Trustee to the Controller for
deposit in the General Fund.
SECTION 11. Tax Covenants. (a) The District will not
take any action, or fail to take any action, if such action or
failure to take such action would adversely affect the exclusion
from gross income of the interest on the Notes pursuant to
Section 103 of the Code. The District will not directly or
indirectly use or make any use of the proceeds of the Notes or
any other funds of the District or take or omit to take any
action that would cause the Notes to be "arbitrage bonds" subject
to federal income taxation by reason of Section 148 of the Code
or "private activity bonds" subject to federal income taxation by
reason of Section 141(a) of the Code or obligations subject to
federal income taxation because they are "federally guaranteed"
as provided in Section 149 (b) of the Code. The District, with
respect to the proceeds of the Notes and such other funds, will
comply with all requirements of such sections of the Code, and
all regulations of the United States Department of the Treasury
issued thereunder to the extent that such regulations are, at the
time, applicable and in effect; provided, that if the District
shall obtain an opinion of nationally recognized bond counsel to
the effect that any action required under this section is no
longer required to maintain the exclusion from gross income of
the interest on the Notes pursuant to Section 103 of the Code,
the District may rely conclusively on such opinion in complying
with the provisions hereof; and provided further, that in the
event that at any time the Board is of the opinion that for
purposes of this section it is necessary to restrict or limit the
yield on the investment of any moneys held by the District
hereunder or otherwise, the Board shall so instruct the
Controller in writing, and the Controller shall take such action
as may be necessary in accordance with such instructions.
(b) Without limiting the generality of the foregoing,
the District will, consistent with the Tax Certificate, pay from
time to time all amounts required to be rebated to the United
States of America pursuant to Section 148 (f) of the Code and all
regulations of the United States Department of -Treasury issued
thereunder to the extent that such regulations are, at the time,
applicable and in effect, which obligation shall survive payment
in full or defeasance of the Notes. To that end, there is hereby
established in the treasury of the District a fund to be known as
the I'Midpeninsula Regional Open Space District 1995 Promissory
Notes Rebate Fund" to be held and administered by the Controller.
The District will comply with the provisions of the Tax
SF2-37183.2 27
Certificate with respect to making deposits in the Rebate Fund,
and moneys held in the Rebate Fund are pledged to provide
payments to the United States of America as provided herein and
in the Tax Certificate and no other person shall have claim to
such moneys except as provided in the Tax Certificate.
SECTION 12 . General Covenants. The District agrees
and covenants that, until payment in full of all the interest on
and principal of and redemption premiums, if any, on the Notes
(or provision satisfactory for such payment shall have been
made) , it will:
A. Duly and punctually pay or cause to be paid the
interest on and principal of and redemption premiums, if any, on
the Notes in accordance with the conditions and terms thereof and
with the conditions and terms hereof.
B. Incur no additional indebtedness or capital lease
obligations payable from the Limited Taxes received by the
District having any priority in payment to the payment of the
interest on or principal of or redemption premiums, if any, on
the Notes.
C. Incur no additional indebtedness or capital lease
obligations payable from the Limited Taxes received by the
District on a parity in payment of the interest on or principal
of or redemption premiums, if any, on the Notes unless it shall
have first filed with the Trustee a certificate (which the
Trustee shall maintain in its files, but shall have no
responsibility for the review or verification thereof) executed
by the Controller showing:
1. The total Limited Taxes received by the
District in its most recent audited fiscal year, as shown by
the most recent audited financial statement of the District,
plus the total subventions in lieu of taxes received by the
District from the State of California in such fiscal year;
2. The debt service payable by the District
during its next succeeding fiscal year on all indebtedness
or capital lease obligations of the District that would be
payable from the Limited Taxes on a parity with the Notes
and the debt service that is payable on the outstanding
Notes in the next succeeding fiscal year;
3 . That the total defined in subparagraph 1
above is at least one hundred twenty-five per cent (125%) of
the total defined in subparagraph 2 above.
D. Prepare and adopt a budget for each fiscal year,
which budget shall provide for the payment of the interest and
redemption premiums, if any, on and the principal of the Notes
becoming due and payable in such fiscal year and for
SF2-37183.2 28
appropriations of the Limited Taxes fully sufficient to make such
payments. A Written Order shall be filed by the District with
the Trustee within twenty (20) days of the adoption of each such
budget, which order shall state that adequate provision has been
made in such budget for the purposes hereof. The budgets of the
District on file with the Trustee shall be open to inspection
during regular business hours by any registered owner of the
Notes.
SECTION 13 . Discharge of Notes.
(a) If the District shall pay or cause to be paid or
there shall otherwise be paid to the registered owners of all
outstanding Notes the interest thereon and the principal thereof
and the redemption premiums, if any, thereon at the times and in
the manner stipulated therein and herein, then all agreements,
covenants and other obligations of the District to the registered
owners of such Notes hereunder shall thereupon cease, terminate
and become void and be discharged and satisfied. In such event,
the Trustee shall execute and deliver to the District all such
instruments as may be necessary or desirable to evidence such
discharge and satisfaction, and the Trustee shall pay over or
deliver to the District all money or securities held by it
pursuant hereto which are not required for the payment of the
interest on or principal of and redemption premiums, if any, on
such Notes or any outstanding fees or expenses of the Trustee.
(b) Any Outstanding Notes shall on the maturity date
or redemption date thereof be deemed to have been paid within the
meaning of and with the effect expressed in subsection (a) of
this section if there shall be on deposit with the Trustee money
which is sufficient to pay the interest due on such Notes on such
date and the principal and redemption premiums, if any, due on
such Notes on such date.
(c) Any Outstanding Notes shall prior to the maturity
date or redemption date thereof be deemed to have been paid
within the meaning and with the effect expressed in
subsection (a) of this section if (1) in case any such Notes are
to be redeemed on any date prior to their maturity date, the
District shall have agreed to mail a notice of redemption to the
respective registered owners of all Outstanding Notes and to
those securities depositories or securities information services
selected by it pursuant to Section 4, (2) there shall have been
deposited with an escrow agent or the Trustee either money in an
amount which shall be sufficient or Federal Securities which are
not subject to redemption except by the holder thereof prior to
maturity (including any Federal Securities issued or held in
book-entry form on the books of the Department of the Treasury of
the United States of America) or municipal obligations which have
been defeased with Federal Securities and which are rated in the
highest rating category either by Moody's Investors Service or
Standard & Poor's Corporation the interest on and principal of
SF2-37183.2 29
which when paid will provide money which, together with the
money, if any, deposited with such escrow agent or the Trustee at
the same time, shall be sufficient to pay when due the interest
to become due on such Notes on and prior to the maturity dates or
redemption dates thereof, as the case may be, and the principal
of and redemption premiums, if any, on such Notes on and prior to
the maturity dates or the redemption dates thereof, as the case
may be, as evidenced by a report of an independent certified
public accountant or other competent verification agent appointed
by the District on file with the District and the Trustee, and
(3) in the event such Notes are not by their terms subject to
redemption within the next succeeding sixty (60) days, the
District shall have agreed to mail a notice to the registered
owners of such Notes and to those securities depositories or
securities information services selected by it pursuant to
Section 4 that the deposit required by clause (2) above has been
made with such escrow agent or the Trustee and that such Notes
are deemed to have been paid in accordance with this section and
stating the maturity dates or redemption dates, as the case may
be, upon which money is to be available for the payment of the
principal of and redemption premiums, if any, on such Notes.
(d) Anything contained herein to the contrary
notwithstanding, any money held by the Trustee in trust for the
payment and discharge of any of the Notes or any interest thereon
which remains unclaimed for two (2) years after the date when
such Notes or interest thereon have become due and payable,
either at their stated maturity dates or by call for redemption
prior to maturity, if such money was held by the Trustee on such
date, or for two (2) years after the date of deposit of such
money if deposited with the Trustee after the date when such
Notes or interest thereon became due and payable, shall be repaid
by the Trustee to the District as its absolute property free from
trust and for use in accordance with the Law, and the Trustee
shall thereupon be released and discharged with respect thereto
and the registered owners of such Notes shall look only to the
District for the payment of such Notes and interest thereon;
provided, q
that before the Trustee shall be required to make any
such repayment the District shall mail pursuant to Section 4 a
notice to the registered owners of all Outstanding Notes that
such money remains unclaimed and that after a date named in such
notice, which date shall not be less than thirty (30) days after
the date of the mailing of such notice, the balance of such money
then unclaimed will be returned to the District.
SECTION 14. Events of Default and Remedies of
Registered Owners of the Notes. If any one or more of the
following events (herein an "Event of Default") shall happen,
that is to say:
(a) If default shall be made in the due and punctual
payment of the interest on any Note when and as the same
shall become due and payable;
SF2-37183.2 30
I
(b) If default shall be made in the due and punctual
payment of the principal of or redemption premium, if any,
on any Note when and as the same shall become due and
payable;
(c) If default shall be made by the District in the
observance or performance of any of the other agreements,
conditions, covenants or terms on its part contained herein
or in the Notes, and such default shall have continued for a
period of sixty (60) days after the District shall have been
given notice in writing of such default by the Trustee;
provided, that such default shall not constitute an Event of
Default hereunder if the District shall commence to cure
such default within such sixty (60) -day period and
thereafter diligently and in good faith shall proceed to
cure such default within a reasonable period of time; or
(d) If the District shall file a petition or answer
seeking reorganization or arrangement under the federal
bankruptcy laws or any other applicable law of the United
States of America, or if a court of competent jurisdiction
shall approve a petition, filed with or without the consent
of the District, seeking reorganization under the federal
bankruptcy laws or any other applicable law of the United
States of America, or if, under the provisions of any other
law for the relief or aid of debtors, any court of competent
jurisdiction shall assume custody or control of the District
or of the whole or any substantial part of its property;
then, and in each and every such case during the continuance of
such Event of Default, the Trustee may, and upon the written
consent of the registered owners of not less than twenty-five per
cent (25%) in aggregate principal amount of the Notes at the time
outstanding, shall have the right and be entitled (for the
benefit of all registered owners of the Notes similarly situated)
(a) by mandamus or other suit or proceeding at law or
in equity to enforce his rights against the District or any
member of the Board or officer or employee of the District,
and to compel the District or any such member of the Board
or officer or employee to perform and carry out their duties
under the Law and the agreements and covenants with the
registered owners of the Notes contained herein;
(b) by suit in equity to enjoin any acts or things
which are unlawful or violate the rights of the registered
owners of the Notes; or
(c) by suit in equity upon the nonpayment of the Notes
to require the District or any member of the Board or
officer or employee of the District to account as the
trustee of an express trust.
SF2-37183.2 31
Nothing in this section or in any other provision
herein or in the Notes shall affect or impair the obligation of
the District, which is absolute and unconditional, to pay the
interest on and principal of and redemption premiums, if any, on
the Notes to the respective registered owners of the Notes at the
respective dates of maturity or upon prior redemption as provided
herein from the funds provided herein, or shall affect or impair
the right of such registered owners, which is also absolute and
unconditional, to institute suit to enforce such payment by
virtue of the contract embodied herein and in the Notes.
A waiver of any default or breach of duty or contract
by any registered owner of any Note shall not affect any
subsequent default or breach of duty or contract and shall not
impair any rights or remedies on any such subsequent default or
breach of duty or contract, delay or omission by any registered
owner of any Note to exercise any right or remedy accruing upon
any default or breach of duty or contract shall impair any such
right or remedy or shall be construed to be a waiver of any such
default or breach of duty or contract or an acquiescence therein,
and every right and remedy conferred upon such registered owners
by the Law or hereby may be enforced and exercised from time to
time and as often as shall be deemed expedient by such registered
owners.
If any action, proceeding or suit to enforce any right
or exercise any remedy is abandoned or determined adversely to
any registered owner of a Note, the District and such registered
owner shall be restored to their former positions, rights and
remedies as if such action, proceeding or suit had not been
brought or taken.
No remedy herein conferred upon or reserved to the
registered owners of the Notes is intended to be exclusive of any
other remedy, and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or
otherwise, and may be exercised without exhausting and without
regard to any other remedy conferred by the Law or any other law.
SECTION 15. Amendment or Supplement of the Indenture.
The Indenture and the rights and obligations of the District and
of the registered owners of the Notes may be amended or
supplemented at any time by the execution and delivery of a
Supplemental Indenture by the District and the Trustee, which
Supplemental Indenture shall become binding when the written
consents of the registered owners of sixty per cent (60%) or more
in aggregate principal amount of the Notes then Outstanding
(exclusive of Notes disqualified as provided herein) are filed
with the Trustee. No such amendment or supplement shall
(1) extend the maturity of or reduce the interest rate on or
otherwise alter or impair the obligation of the District to pay
SF2-37183.2 32
the interest on or principal of or redemption premium, if any, on
any Note at the time and place and at the rate and in the
currency and from the funds provided herein without the express
written consent of the registered owner of such Note, or
(2) permit the issuance by the District of any obligations
payable from the proceeds of the Limited Taxes other than as
provided herein, or jeopardize the ability of the District to
levy and collect the Limited Taxes, or (3) reduce the percentage
of Notes required for the written consent to any such amendment
or supplement, or (4) modify any rights or obligations of the
Trustee without its prior written assent thereto.
The Indenture and the rights and obligations of the
District and of the registered owners of the Notes may also be
amended or supplemented at any time by the execution and delivery
of a Supplemental Indenture by the District and the Trustee,
which Supplemental Indenture shall become binding upon execution
without the prior written consent of any registered owners of the
Notes, but only to the extent permitted by law and after
receiving an approving opinion of Counsel and only for any one or
more of the following purposes -- i
(a) To add to the agreements and covenants required
herein to be performed by the District other agreements and
covenants thereafter to be performed by the District which
shall not (in the opinion of the District) adversely affect
the interests of the registered owners of the Notes, or to
surrender any right or power reserved herein to or conferred
herein upon the District which shall not (in the opinion of
the District) adversely affect the interests of the
registered owners of the Notes;
(b) To make such provisions for the purpose of curing
any ambiguity or of curing, correcting or supplementing any
defective provision contained herein or in regard to
questions arising hereunder which the District may deem
desirable or necessary and not inconsistent herewith and
which shall not (in the opinion of the District) adversely
affect the interests of the registered owners of the Notes;
(c) To make such additions, deletions or modifications
as may be necessary or appropriate to insure compliance with
Section 148 (f) of the Code relating to the required rebate
of excess investment earnings to the United States of
America, or otherwise as may be necessary to insure
exclusion from gross income for purposes of federal income
taxation of the interest on the Notes; or
(d) To make such additions, deletions or modifications
as may be necessary or appropriate to maintain any then
current rating by either Moody's Investors Service or
Standard & Poor's Corporation on the Notes.
SF2-37183.2 33
Notes owned or held for the account of the District
shall not be deemed Outstanding for the purpose of any consent or
other action or any calculation of Outstanding Notes provided for
in this section and shall not be entitled to consent to or take
any other action provided for in this section.
After the effective date of any action taken as
hereinabove provided, the District may determine that the Notes
may bear a notation by endorsement in form approved by it as to
such action, and in that case upon demand of the registered owner
of any Note Outstanding on such effective date and presentation
of his Note for such purpose at the principal corporate trust
office of the Trustee in San Francisco, California, a suitable
notation as to such action shall be made on such Note. If the
District shall so determine, new Notes so modified as, in the
opinion of the District, shall be necessary to conform to such
action shall be prepared and executed, and in that case upon
demand of the registered owner of any Note Outstanding on such
effective date such new Notes shall, upon surrender of such
Outstanding Notes, be exchanged at the principal corporate trust
office of the Trustee in San Francisco, California, without cost
to each registered owner for Notes then outstanding.
The provisions of this section shall not prevent any
registered owner of the Notes from accepting any amendment or
supplement as to any particular Notes held by such registered
owner; provided, that due notation thereof is made on such Notes.
SECTION 16. Benefits of the Indenture Limited to
Certain Parties, successor is Deemed Included in All References
to Predecessor. Nothing contained herein, express or implied, is
intended to give to any person other than the District, the
Board, the Trustee and the registered owners of the Notes any
right, remedy or claim under or by reason hereof, and any
agreement or covenant required herein to be performed by or on
behalf of the District or the Board or any officer or employee
thereof shall be for the sole and exclusive benefit of the
Trustee and the registered owners of the Notes. Whenever either
the District or the Board or any officer or employee thereof is
named or referred to herein, such reference shall be deemed to
include the successor to the powers, duties and functions with
respect to the administration, control and management of the
affairs of the District that are presently vested in the District
or the Board or such officer or employee, and all agreements and
covenants required herein to be performed by or on behalf of the
District or the Board or any officer or employee thereof shall
bind and inure to the benefit of the respective successors
thereof whether so expressed or not.
SECTION 17. Partial Invalidity. If any one or more of
the agreements, conditions, covenants or terms or portions
thereof required hereby to be observed or performed by the
District or the Board or any officer or employee thereof or the
SF2-37183.2 34
Trustee should be contrary to law, then such agreement or
agreements, such condition or conditions, such covenant or
covenants or such term or terms or such portions thereof shall be
null and void and shall be deemed separable from the remaining
agreements, conditions, covenants or terms or portions thereof
and shall in no way affect the validity hereof or of the Notes;
and the registered owners of the Notes shall retain all the
rights and benefits accorded to them under the Law or any other
applicable provisions of law. The District hereby declares that
it would have executed the Indenture and each and every other
article, section, paragraph, subdivision, sentence, clause and
phrase hereof and would have authorized the issuance of the Notes
pursuant hereto irrespective of the fact that any one or more of
the articles, sections, paragraphs, subdivisions, sentences,
clauses or phrases hereof or the application thereof to any
person or circumstance may be held to be unconstitutional,
unenforceable or invalid.
SECTION 18. Effective Date of the Indenture. The
Indenture shall take effect from and after its execution and
delivery.
SF2-37183.2 35
IN WITNESS WHEREOF, the Midpeninsula Regional Open
Space District has caused the Indenture to be signed in its name
by its President and its seal to be hereunto affixed and to be
attested by its Secretary, and First Interstate Bank of
California, as Trustee, in token of its acceptance of the trusts
created hereunder, has caused the Indenture to be signed in its
corporate name by its officer thereunto duly authorized, all as
of the date and year first above written.
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
By
President of the
Board of Directors
[SEAL]
ATTEST:
Secretary of the
Board of Directors
FIRST INTERSTATE BANK OF
CALIFORNIA,
as Trustee
By
Authorized Officer
Sr2-37183.2 36
I
c
EXHIBIT A
[TO COME]
I
SF2-37183.2 A-1.
� Claims No. 84-22
Meeting 84-32 |
Date: Dec. 14. 1994
REVISED
K8|OPEN|N8ULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
6822 275.00 Aaron's Septic Tank Service Sanitation Services
6823 220.84 Acme & Sons Sanitation Sanitation Services
6824 52.70 Acorn Naturalists Resource Materials
8825 145.88 All Laser Service Equipment Maintenance
6826 121.57 American Business Connrnuininationo Postage and Mailing Services
6837 141.88 ArtachLnminmting Laminating Services
6828 207.04 AT&T Telephone Maintenance Lease
8828 32.48 Baron Welding and Iron Works, Inc. Pipe Gate Supplies
6830 251.51 Barron Park Supply Company Plumbing Supplies
6831 30.00 Boy Muffler Vehicle Parts
6832 742.37 Beck's Shoes, Inc. Uniform Expense
6833 151.55 Best Sanitation Sanitation Services
6834 985.90 Big Creek Lumber Railroad Ties
0835 40.00 Black Mountain Spring Water Water Service
0836 180.00 B|anning & Baker Associates, Inc. Subscription
8837 1'387.50 Building Abatement Anm|ytica Asbestos Consulting Services
�
6838 231.00 Cabo|u'a |no. Uniform Expense
� 8838 22.00 CaliforniaAssociation of Hospitals Subscription
�
and Health System s/Vo|untenrSales �
6840 259.83 Ce|fornia Water Service Company Water Service �
|
8841 164.47 Annette Coleman Reimnburoemnent-Off ice Supplies
6842 26.52 Contemporary Engraving Company, Inc. Name Badges |
6843 125.00 Toni ConeUi Botanical Report �
6844 3,750.00 Dano Property Analysis Appraisal Services
|
6845 41.39 DFK8Associates Resource Documents
0840 169.82 Dyno Med First-Aid Supplies �
6847 676.72 John Escobar Reim buraonnent-'ConforenneExpenses
6848 640'000.00 First American Title Insurance Company Land Purohanu-AcroniooProperty �
�
6849 188'800.00 First American Title Insurance Company Land Purchase--Gray, et e| Property
0850 518.43 Foster Bnoo.SecuritySystems, Inc. Locks and Keys �
�
6861 21.52 G & K Services Shop Tovvm| Service
6852 270.91 Garden|end Power Equipment Equipment Parts and Repairs �
�
8853 510'000.00 Gateway Title Company Land Purchase--Johnson, et a| Property
6854 228.30 Gnndoo Press Incorporated Printing
0855 112.88 K8eryGundert Private Vehicle Expense
6856 1'910.95 HK8CGroup Consulting Services
0857 219.00 HonaYxvmU Protection Services Burglar Alarm Service
6858 702.54 Interstate Traffic Control Signs
� 6859 3'192.30 JedaPub|icationo Brochure Printing
8860 83.88 Kaiser Cement Corporation 800e Rnuh
| 6881 67.00 Kaab|a8xShunhmt Film and Developing
| 6862 415.20 Langley Hill Quarry Base Rock
|
6883 656.75 Lanier Worldwide, Inc. Photocopier Lease Agreement
| 6864 28.00 Leadership Subscription
|
6865 1'250.00 BadLovnmon Training
|
!
Page
ClainnsS4-22
Meeting 84-32
Date: Oec. 14. 1SS4
REVISED
� K8|DPEN|NSULA REGIONAL OPEN SPACE DISTRICT
� |
� |
Amount Name Description
6866 977.37 Los Altos Garbage Company Dumpster Rental
6867 135.87 Los Altos Typewriter and Word Processor Equipment Maintenance
0868 238.88 Dr. Steven K4. Loy, D.D.S. Gnanuh Dental Coverage
6869 2.011.35 Knerxvin (Buoky) Knaoo Consulting Services |
6870 239.23 K8oGrathRentCorp Skyline Office Rental
6871 12.08 K8otno Mobile Communications Radio Part |
|
6872 195.51 KAinton'n Lumber 8/ Supply Field Supplies
8873 133.08 Moffett Supply Company Sanitation Supplies
6874 36.00 Nelson Ranch Field Supplies |
6875 19.50 Netoom Internet Services
0878 77.27 Noble Ford Tractor, Inc. Equipment Repair |
|
6877 65.69 Northern Energy, Inc. Propane Fuel
8878 375.00 Nutmeg &Company Catering Safety Fair Lunch
6878 746.93 ° Office Outfitters Ranger Facility Office Furniture �
8880 1.582.31 Pacific Telephone Telephone Service
6881 55.87 Peninsula Blueprint, Inc. B|ua|inaa
6882 447.48 Pi|aroitom Quarry Base Rock
6883 26.30 Precision Engravers, Inc. Name Badges
�
6884 35.00 H8' G Appliance Service Appliance Repair
6885 32.50 Rayne Water Conditioning Water Service
6886 62.50 J. L. Rice Trucking and K8mterio|o Delivery Charges
8887 2'003.01 Rich's Tire Service Vehicle Tires
6888 837.20 San Jose Mercury News Advertisement
6889 4.500.00 SueSohectman Additional Legal Services
6890 4.520.00 E. R. Sheehan Trail Construction
0881 109.54 Shell Oil Company Fuel
6892 558.00 The State Bar ofCalifornia Bar K8ernberahip-DianeBlackman
8893 67.06 Summit Uniforms Uniform Expense
0894 900.00 Systems for Public Safety Background Investigation
6896 2.327.38 Teahor& Etc. Computerized Map and Graphics
8888 111.00 7[harmaCorporation Equipment Repair
� 6897 3.096.45 3EEngineehng Consulting Services
8888 029.88 TnmneoomCorporaUun Vehicle Parts
� 6899 116.75 Unocal Fuel
|
' 8800 1.300.00 Valley Title Company Preliminary Report �
6901 42.22 West Coast ReborCompany Field Supplies �
| 6802 141.24 West Publishing Company Resource Documents �
6803 113.43 K8iohme| Williams Private Vehicle �
8904 435.84 Del Woods Reimbursement-Software
| 6905 59.07 Yandbird Equipment Sales Equipment Parts
GSOG 94�4O Yerbe Buena Nursery Plants
|
| 6907 1.500.00 Curtis Becker Construction Construction--Nature Center
6908 205.00 Body Logic Health Management Safety Foir--TmainingSession
6909 84.93 R. E. Borrrnann's Steel Company Field Supplies
| 0810 235.00 Computer Resource Center Consulting Services
� 6811 129.68 DeLuxe Business Fnrnne 8, Supplies Office Supplies
Page
Claimn04-22 �
Meeting 84-32
Oobs: Deo. 14. 1Q94
REVISED |
�
� K8|OPEN|N8ULA REGIONAL OPEN SPACE DISTRICT
�
Amount Name Description6912 61.25 Federal Express Corporation Express Mail
0913 513.75 Kinkyfk Dayton, Inc. Office Supplies
6914 3.050.25 City of Mountain @evv Dispatch Services |
|
� 8915 160.00 Raohue| Oppedah| Consulting Services
� 6916 975.56 Orchard Supply Hardware Field Supplies
6917 1.090.00 Precision Works, Inc. Asbestos Removal |
|
8818 21.337.98 Santa Clara County, Registrar ofVoters Election Costs '
6918 1.100.00 Santa Rosa Junior College Law Enforcement Training—L Hyman
6920 52.83 Malcolm Smith Reimbursement--Resource Documents
6821 847.00 Whitmore, Johnson&Bo|anoa Nondiscrimination Training |
6922 467.93 Petty Cash Resource Documents, Docent and
Volunteer Supplies, Field and Office
Supplies, Film and Developing, Local |
|
and {Jut-of-Town Meeting Expense,
Training and Private Vehicle Expense
�
� *Urgent check issued on DacemberS. 1894.
| �
|
�
| Page
| Claims No 94-22
Meeting 94-32
Date: Oan. 14. 1S84
|
K8|DPEN|NGULA REGIONAL OPEN SPACE DISTRICT
|
# Amount Name Description
6822 275.00 Aaron's Septic Tank Service Sanitation Services
/ 6823 220.84 Acme & Sono Sanitation Sanitation Services �
6824 52.76 Acorn Naturalists Resource Materials �
8825 145.98 All Laser Service Equipment Maintenance
6826 121.57 American BuoineaoConnrnuinicationu Postage and Mailing Services �
6827 141.88 ArtaohLanninotinA Laminating Services
6828 207.04 AT&T Telephone Maintenance Lease �
�
8829 32.48 Baron Welding and Iron Works, Inc. Pipe Gate Supplies
6830 251.51 Barron Park Supply Company Plumbing Supplies �
�
0831 30.00 Bay Muffler Vehicle Parts
6832 247.45 Beck's Shoes, Inc. Uniform Expense �
�
6833 151.55 Best Sanitation Sanitation Services
8834 985.90 Big Creek Lumber Railroad Ties
6835 40.00 Black Mountain Spring Water Water Service �
� 6838 180.00 B|onning /& Baker Associates, Inc. Subscription
6837 1'387.50 Building Abatement Analytioo Asbestos Consulting Services
� 6838 231.00 Cabe|a'o |no. Uniform Expense
6839 22.00 California Association ofHospitals Subscription |
and Health Systems/Volunteer Sales
�
8840 269.93 Ca|fornia Water Service Company Water Service |
6841 184.47 Annette Coleman Reim buronmont-Dff ice Supplies
6842 26.52 Contemporary Engraving Company, Inc. Name Badges |
6843 125.00 ToniCoreUi Botanical Report
6844 3,750.00 Dana Property Appraisal Services' ' |
6845 41.39 DFM Associates Resource Documents
8846 168.62 Dyna Mad First-Aid Supplies
6847 076.72 John Escobar Reimbursement--Conference Expenses
6848 640'000.00 First American Title Insurance Company Lend Purohooe',4oronioo Property
8849 188'800.00 First American Title Insurance Company Land Purchase--Gray, et al Property
6850 516.43 Foster Brou.SeouritySystems, Inc. Locks and Kayo
6851 21.52 G & K Services Shop Toxvo| Service
6852 270.91 Gorden|and Power Equipment Equipment Parts and Repairs
6853 510'000.00 Gateway Title Company Land Purchase--Johnson, et al Property
6854 228.30 Goodco Press Incorporated Printing
6855 112.86 K8an/ Gundert Private Vehicle Expense
6856 1'016.95 HKHC Group Consulting Services
6857 219.00 Honeywell Protection Services Burglar Alarm Service
8858 702.54 Interstate Traffic Control Signs
6859 1'097.66 JedaPub|icotiona Brochure Printing
6860 63.88 Kaiser Cement Corporation Base Rock |
6861 67.00 Koeb|e8kShuchat Film and Developing
6882 415.20 Langley Hill Quarry Base Rock i
6863 855.75 Lanier Worldwide, Inc. Photocopier Lease Agreement
0864 20.00 Leadership Subscription
6885 1'250.00 BadLevinuun Training
Page
ClahnoB4-22 �
Meeting 84-32
Date: Deo. 14. 18Q4
N||DPEN|N8ULA REGIONAL OPEN SPACE DISTRICT
# Amount Name Description
6866 417.37 Los Altos Garbage Company Dumpster Rental
0807 135.87 Los Altos Typewriter and Word Processor Equipment Maintenance �
6868 239.88 Or. StevenK4. Loy' O.D.S. Granoh Dental Coverage
6869 2.011.35 Mervvin (Buoky) Mace Consulting Services �
6870 239.23 McGrath RentCorp Skyline Office Rental �
6871 12.09 Metro Mobile Communications Radio Pert
6872 195.51 K8inton's Lumber /& Supply Field Supplies
8873 133.09 Moffett Supply Company Sanitation Supplies
8874 35.00 Nelson Ranch Field Supplies
6875 10.50 Netoom Internet Services
6876 77.27 Noble Ford Tractor, Inc. Equipment Repair
8877 65.69 Northern Energy, Inc. Propane Fuel
� 6878 375OO Nu�rn�g &��ornpuny<�obehng 8ofe� Fair Lunch
� � ^
6879 746.03 ^ Office Outfitters Ranger Facility Office Furniture
0880 285.40 Pacific Telephone Telephone Service
� 0881 55.87 Peninsula Blueprint, Inc. B|ueUneo
8882 447.48 Pi|arcitoo Quarry Base Rook
6883 26.36 Precision Engravers, Inc. Name Badges
6884 35.00 RQG Appliance Service Appliance Repair
� 6885 32.50 Rayne Water Conditioning Water Service
6886 62.50 J. L. Rico Trucking and Materials Delivery Charges
6887 2'003.01 Rich's Tire Service Vehicle Tires
6888 837.20 San Jose Mercury News Advertisement
6889 4.500.00 Sue 8ch an Additional Legal Services
6890 4`520.00 E. R. Sheehan Trail Construction
6891 109.54 Shell Oil Company Fuel
! 6892 558.00 The State Bar ofCalifornia Bar K8ennbership-DioneBlackman
| 6883 67�D6 Summit Uniforms Uniform Expense
|
' 6894 900.00 Systems for Public Safety Background Investigation
8895 2.327.38 Tmobar& Etc. Computerized Map and Graphics
� 6896 111.00 ThermaCo . orotion Equipment Repair
6897 3.098.45 3EEngineehng Consulting Services
| 6898 21.12 TnanaoomCorporeUon Vehicle Parts
6898 116.75 Unocal Fuel
� 0800 1.300.00 Valley Title Company Preliminary Report
|
0801 43.22 West Coast RebarCompany Field Supplies
| 8802 141.24 West Publishing Company Resource Documents
' 6903 113.43 K4ichea| Williams Private Vehicle
6804 435.04 Del Woods Reimbursement--Software
| 6905 59.07 Yardbird Equipment Sales Equipment Parts
6908 94.40 Yerba Buena Nursery Plants
*Urgent check issued on December B. 1904.
Page
Open Space
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
TO: Board of Directors
FROM: C. Britton, General Manager
DATE: December 9, 1994
SUBJECT: FYI
330 Distel Circle Los Altos, California 94022-1404 Phone: 415-691-1200 FAX:415-691-0485
Board of Directors:Pete Siemens,Robert M(Kibbin,Teena Henshaw,Ginny Babbitt,Nonette Hanko,Betsy Crowder,Wim de Wit
ROMP
I , CVCLI 7
Responsible Organized Mountain P e d a I e r s
The newsletter for ROMP wembers and the off-road cyclist December 1994
IMBA's second rule of tray) Election results - MROSD
"Leave no trace." On November 8th, elections were held for the position of Board Member
The rainy season is upon us for 3 of the 7 Mid peninsula Regional Open Space District (MROSD)
again, and it's time that we all wards. ROMP has become an active participant in the election process
were reminded about ROMPs by getting out the vote and endorsing candidates.
policy of not riding shortly after Following is a list of the election results. The candidates are listed in
rain or during rain. There have order of the number of votes received (hence, the first candidate listed in
been studies that show that each category is the Board Member for the four year term starting
mountain bikers that do not January 1995).
skid their tires and don't ride on
muddy trails can have as little Ward 1 Pete Siemens 35%
(or possibly less) environmental Rita Norton 27%
impact on the trail than a hiker. Gene Zambetti 25%
To help promote this, ROMP Dale Stansbury 13%
has a policy of canceling or Ward 2 Mary Davey 51%
postponing any club ride on dirt David Lundell 27%
trails that occurs within 48 Steve Washwell 23%
hours of rain in the area. Ward 6 Betsy Crowder 75%
In all cases where the Jon Kama 25%
landowner has stricter rules Although we didn't get as many of the candidates elected as we would
than ours, the landowner's have liked (the only candidate that we endorsed that was elected was
rules apply. In this case, I am Pete Siemens), ROMP has made great strides in the whole process.
talking about MROSD's policy MROSD is probably well aware now that mountain bikers are a group
of closing some trails during the that they can't ignore. And those of us within ROMP who helped with
rainy season. Two of the better the process are all looking forward to 1996 when Wards 3, 4, and 7 are
known seasonal closures are up for election. Thanks to all of you who got out the vote.
Whittemore Gulch single track
in Purisma Creek and Peter's Election results - Marin Municipal Water District
Creek Trail single track in Long
Ridge. Whittemore Gulch is Some good news from our neighbors to the north. A member of the
normally closed from the Bicycle Trail Council of Marin has won a seat in the election for board
beginning of the rainy season members for Marin Municipal Water District. Sean White defeated
straight through till the end. incumbent Joan Boessenecker, the former mayor of Mill Valley, by 421
Peter's Creek Loop often votes out of approximately 14,000 cast. This marks the first time that an
reopens whenever it has a active mountain biking enthusiast has been elected to any of the land
chance to dry (usually a week management agencies in Marin County.
or so after the last heavy rain). Sean White is a fisheries biologist who presented himself as a water
If there is a ride coming up and resource specialist rather than a politician. At age 29, he is easily the
you aren't sure of the weather youngest director of the MMWD in quite some time--perhaps ever.
or trail status, feel free to
contact the ride leader.
Open Space
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
For Immediate Release Contact: Malcolm Smith
December 5, 1994 Public Affairs Manager
(415)691-1200
Children Invited To Take Part In
The Second Annual Kids ' Art.—Of OPCH SJZ
Los Altos,CA--Elementary school-aged children from San Carlos to Los Gatos are being invited to
draw,sketch,and paint their visions of nature and the open space environment in the award-winning,second
annual Kirls'Art ref 0pen Space exhibition."rhe event is sponsored by the Midpeninsula Regional Open Space
District(MROSD)in cooperation with the Community School of Music and Arts(CSMA)of Mountain View.
The Open Space District,charged with preserving open space greenbelts for present and future generations,will
provide exhibit guidelines and entry instructions during the coming weeks to teachers from schools throughout
the District's 16 cities.
All entries will be exhibited at a reception and opening display on March 1, 1995 followed by local
displays of the kids'art throughout the District.Art educators from CSMA will assist elementary school teachers
in introducing the Kids'Art of open Spare project into their existing school programs.
The Community School of Music and Arts provides thousands of children and adults annually with
music and visual art instruction,and is one of the largest non-profit arts education organizations in Santa Clara
County.The school's offerings include music classes and lessons for all ages;after-school and special arts
vacation camps for children;in-school arts education programs;family concerts;and other community outreach
events.
The Midpeninsula Regional Open Space District,extending from the City of San Carlos to the"town of
Los Gatos,is a public agency which has preserved over 36,000 acres of diverse open space lands and manages 23
open space preserves.Open Space District funding is provided by a small share of the annual total property tax
revenues collected within District boundaries.The District permanently protects wildlife habitat,watershed,and a
variety of ecosysterns,restores damaged natural resources,and provides trail improvements for low-intensity
recreational use by the public.
The District urges teachers from the 19 school districts within the communities of San Carlos,Redwood
City,Mountain View,Sunnyvale,East Palo Alto,Cupertino,Los Gatos,Saratoga,Monte Sereno,Palo Alto,
Portola Valley,Atherton,Woodside,Menlo Park,Los Altos Hills,and Los Altos to participate in this creative
way to raise children's awareness of the importance of open space and the preservation of natural habitats.
For more information about the Kids'Art of open Space exhibition,please call the Community School of
Music and Arts of Mountain View at(415)961-0342,or the Midpeninsula Regional Open Space District at
(415)691-1200.
t111lf
330 Distel Circle • Los Altos,California 94022-1404 • Phone:415-691-1200 • FAX:415-691-0485
Roared od Dirm torn.Pete Siemens,Robert M(Kihbin,Nome I Ien,haw,Ginny Babbiii,Nonette Hanko,Betsy Crowder,Wim de Wit
Grn.,.J Al.rn.p;rr:I.t milt Brinon
i
JOIN Tfle
K I D S ' A R T O I O P E N S P A C E
C 0 M I N G I N J A N U A R Y
10,
Ono 0
e Q° cue �► , / �.
0 '
ids Rrt
ntoo
spetce
v
0 do, —
The Midpeninsula Regional Open Space District
And The Community School of Music and Arts of Mountain View
Invite Grades K Through 6 To Participate In
The Second Annual, Award-Winning
Kid's Art of Open Space
Students' Art Project
Look for the Kids'Art of Open Space entry form in January!
Students can draw their vision of open space,parklands,or the environment including trees,hills,wildlife,streams,
or anything else representing the students'view of nature.Schools can select up to 10 representative pieces from
each of three grade categories:K-2,3-4 and 5-6,for submission to the District as entries(maximum of 30
entries per school).The deadline for submissions is February 17,1995.Flyers and entry forms will be mailed in
early January.
All participating students will receive a souvenir Kids'Art of Open Space button from the Open Space District,
and their artwork will be displayed at various locations throughout the District.Artwork will be returned to
students following the displays.A special awards reception honoring the young artists,their families,and leachers,
will be held on March 1 st at the Community School of Music and Arts of Mountain View,which is co-sponsoring
Kids'Art of Open Space.
For additional information,call:
The Midpeninsula Regional Open Space District
(415)691-1200
or
The Community School of Music and Arts of Mountain View
(415)961-0342
IEC 0 5 199
DR. FRANCINE G. PATTERSON
President
THE GORILLA FOUNDATION DR. RONALD H.COHN
BOX 620-530,WOODSIDE, CA 94062 Vice President and Treasurer
EVE G.ANDERSON
Vice President
MARY CAMERON SANFORD
Secretary
November 28, 1994
Mr. Craig Britton
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022-1404
Dear Mr. Britton:
Thank you so much for taking the time to support our opposition to the proposed logging on the
land adjacent to the Gorilla Foundation. You may have already heard the good news. On
November 15, 1994, the California Department of Forestry officially denied the timber harvest
plan,citing three key reasons for the decision. First and foremost of these was the potentially
harmful effect of logging noise on the gorillas.
From the beginning of this controversy it was clear to us that CDF officials were not willing to take
our word alone that a logging operation just 400 feet from the home of three gorillas would be
unacceptable. It was your testimony along with that of other experts that impressed them. It may
nc i is very true: We really could not have done it without you! I am
be a cliche, but in this instance t
rY Y
most sincerely grateful for your help.
Unfortunately, the denial by CDF is not the end of the story. We fully expected the property owner
to appeal a negative decision to the State Board of Forestry, and he did so on November 22. His
attorne 's request for a hearing has been approved and the hearing will be scheduled within 30
Y q g PP g
days, although an extension of this period is a possibility. We must now determine what our next
step will be.
As you can see, although the gorillas have been given a reprieve; they are not safe yet. But with
your help Koko, Michael and Ndume have at least made it through the 1994 summer season
without chain saws or tooter horns. Your exnert testimonv will remain on file to bolster our
arguments at the next level. For the sake of the gorillas, we must continue this opposition for as
long as it takes.
Sincerely,
Francine Patterson, Ph.D.
President and Director of Research
I
i ti
AYVIEWS
ij
4!1]
j Satz Francisco Bay Area Chapter 2
EDITOR: NANcy H. WENNINGER, SR/WA DECEMBER 1994
(707) 746-8156 INTERNATIONAL
PAUL R. MADER o
Appraisal Dynamics
89 Review Way, Suite B
Hayward, CA 94542 ASSOCIATION
(510) 782-8550
Sponsor: Dean Chapman
MARK L. WEAVER
Caltrans
25 Hawthorne Place Congratulations to Ron Babst, SR/WX Ron has just
Vallejo, CA 94590 completed all the requirements to recertify his SR/
(510) 286-5374 WA designation for another five years. It is quite
Sponsor: Marta A. Bayol an accomplishment to earn one's SR/WA, but even
more impressive to demonstrate your ongoing
G. MICHAEL YOVINO-YOUNG commitment to professionalism by recertifying.
i ov Yno-Young Incorporated �
2716 ov Telegraph Avenue You can learn more about recertifying by contacting
Berkeley, CA 94705-1175 any member of the Professional Development Com-
(510) 548-1210 mittee. Call Samantha Markert, Chair, at (510)
Sponsor: Joyce L. Diaz, MAI 494-4695 if you need an application form. Applica-
tions are to be mailed directly to Rosemarie Elmer
at International Headquarters for processing.
R MEMORY
One of the charter members of Chapter 2, CONGRATULATIONS!!
Raymond Pianezzi died in Carmichael, Califor-
nia, on September 23, 1994, at the age of 94. He
retired from the State of California Division of Congratulations and best wishes to Michael C.
Highways as Assistant Chief Right-of-Way Agent Williams on his recent hiring as Real Property
after thirty-three years. Besides being a � Representative for Midpeninsula Regional Open
member of the International Right of Way Space District. Mike will be responsible for
managing the Districts rental properties and will
Association, Ray was a member of the American be involved in the District's open space acquisition
Association of State Highway Officials, the
Sacramento Bar Association and the State Bar program. A graduate of the university of Califon
of California. He is survived by his wife Alice rua, Davis, Mike is moving from Caltrans where h,
and a daughter, grandson, great-grandson and worked for the past four years. Prior to that, Mik
great-granddaughter. � was a residential fee appraiser. He has been an
IRWA member since 1989.
Open Space
s
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
November 30, 1994
Letter also sent to:
Mr. Barry Samuel, Director George Cook, Dist. Superintendent
Santa Cruz County Parks and Recreation Department CA Dept. of Parks & Rec.
9000 Soquel Avenue, Suite 101 Patrick Sanchez, SM Co. Parks
Santa Cruz, CA 95062 -Caren Foss, SC Co. Parks
Dear Mr. Samuel:
The Midpeninsula Regional Open Space District has applied for a Land and Water Conservation Fund grant
for its Saratoga Summit Gateway Project.Due to the project's proximity to County parks in this area, I'd like to ask
for your help in ensuring that the funding is made available.
The District is requesting funding to purchase 116 acres of prime open space and recreation land at Saratoga
Gap,as well as a trail easement through adjoining private property connecting with our Long Ridge Open Space
Preserve. The project is truly regional in nature, adjoining a major highway and regional trail intersection. The
surrounding area contains approximately 40,000 acres-of public park and open space lands, including state parks,
county parks,and District preserves.
A timber haul road dating from the 1870's crosses the property,connecting with the Skyline-to-the-Sea Trail
where it crosses State Highway 9. This project would connect that road with the old alignment of Skyline Boulevard
in Long Ridge Open Space Preserve, providing an alternative route for Ridge Trail hikers by bypassing a narrow
segment of the Ridge Trail that is heavily used by mountain bicyclists.The bypass will increase visitor safety by
reducing conflicts between bicyclists and hikers, and will improve connections between two regional trails: the
Skyline-to-the-Sea and the Ridge Trail.The District has an opportunity to purchase the property from the
Sempervirens Fund for approximately one-half its$600,000 fair market value, making this a very effective use of
public funds.
It would be very helpful and greatly appreciated if you could provide a letter of support. Please write or fax
a letter to Ms. Betty Ettinger,California Department of Parks and Recreation,Local Services Section, 1416 Ninth
St.,Rm. 1448-1,P.O.Box 942896, Sacramento,CA 94296-0001,fax(916)653-9824.Attached is a sample letter of
support you may wish to use as a guide in preparing your letter.It would be most helpful if your letter was received
by the Department as soon as possible. We would also appreciate it if you provided our office with a copy.
Thank you for your continuing support of our common goals of enhancing regional open space and
recreation programs.
Sincerely,
Ginny Babbitt
President, Board of Directors
GB/mcs
cc: MROSD Board of Directors
330 Distel Circle • Los Altos, California 94022-1404 • Phone:415-691-1200 FAX: 415-691-0485 19
Board of Directors:Pete Siemens,Robert McKibbin,Teena+ienshaw,Ginny Babbitt,Nonette Han ko,Betsy Crowder,Wim de Wit
Genera!Manager:L.Craig Britton
SAMPLE LETTER OF SUPPORT
December 5, 1994
Ms. Betty Ettinger
California Department of Parks and Recreation
Local Services Section
1416 Ninth St., Rm. 1448-1
P.O. Box 942896
Sacramento, CA 94296-0001
RE: Midpeninsula Regional Open Space District Saratoga Summit Gateway Project Grant
Dear Ms. Ettinger:
I would like to express my strong support for the Midpeninsula Regional Open Space District's
Land and Water Conservation Fund grant application for the Saratoga Summit Gateway Project.
The surrounding area contains approximately 40,000 acres of public park and open space lands,
including state parks, county parks in three counties,and District preserves, making this a unique regional
project. The project area adjoins a major highway and regional trail intersection on the crest of the Santa
Cruz Mountains and would connect existing trails with the old alignment of Skyline Boulevard in the
District's Long Ridge Open Space Preserve. This will provide an alternative route for Ridge Trail hikers,
increasing visitor safety by reducing conflicts between bicyclists and hikers. It will improve connections
between two regional trails: the Skyline-to-the-Sea and the kidge Trail.
The District has the opportunity to purchase this property at one-half of its fair market value,
making this an extremely effective use of public funds.
Preservation of this key scenic property and protection of its status as public open space will
increase awareness and availability of community recreational resources, visual resources, and natural
resources in the Santa Cruz Mountains.
I urge you to ensure that the Midpeninsula Regional Open Space District receive funding for the
Saratoga Summit Gateway Project.
Sincerely,
(your name)
cc: Midpeninsula Regional Open Space District