HomeMy Public PortalAbout20171108 - Agenda Packet - Board of Directors (BOD) - 17-28
REGULAR MEETING
BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Administrative Office
330 Distel Circle
Los Altos, CA 94022
Wednesday, November 8, 2017
Regular Meeting starts at 7:00 PM*
A G E N D A
7:00 REGULAR MEETING OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA
REGIONAL OPEN SPACE DISTRICT
ORAL COMMUNICATIONS
The Board President will invite public comment on items not on the agenda. Each speaker will
ordinarily be limited to three minutes; however, the Brown Act (Open Meeting Law) does not allow
action by the Board of Directors on items not on the agenda. If you wish to address the Board, please
complete a speaker card and give it to the District Clerk. Individuals are limited to one appearance
during this section.
ADOPTION OF AGENDA
SPECIAL ORDERS OF THE DAY
• Introduction of staff
O Melissa Merrimann, Human Resources Technician
O Doreen Agbayani, Administrative Assistant
CONSENT CALENDAR
All items on the Consent Calendar may be approved without discussion by one motion. Board members,
the General Manager, and members of the public may request that an item be removed from the Consent
Calendar during consideration of the Consent Calendar.
1. Approve October 25, 2017 Minutes
2. Claims Report
3. Approval of Response to San Mateo County Civil Grand Jury Report dated June 19, 2017
Regarding Website Transparency (R-17-119)
Staff Contact: Jennifer Woodworth, District Clerk/Assistant to the General Manager
Meeting 17-28
General Manager’s Recommendation: Approve and authorize the President of the Board of
Directors to execute the proposed response to the San Mateo County Civil Grand Jury Report of
June 19, 2017 regarding special district website transparency.
4. Award of contract for software and professional services for implementation of a work order
and asset management system (R-17-120)
Staff Contact: Garrett Dunwoody, IST Manager, Information Systems and Technology Department
General Manager’s Recommendations:
1. Authorize the General Manager to enter into a contract with Timmons Group Inc., to provide
implementation services for a work order and asset management system, for a base contract
amount of $132,480.
2. Authorize a 3% contingency of $4,520, to be expended only if necessary to cover unforeseen
conditions, for a combined not-to-exceed contract amount of $137,000.
3. Authorize the General Manager to enter into a three year Cityworks software license agreement
with Azteca Systems, LLC for $35,000 in year one and $45,000 per year for years two and
three to provide an enterprise level work order and asset management software solution.
5. Fiscal Year 2017-18 Quarter 1 District Budget Amendments (R-17-121)
Staff Contact: Elissa Martinez, Management Analyst I and Marion Shaw, Management Analyst II
General Manager’s Recommendation: Adopt a resolution approving the proposed FY2017-18
Quarter 1 District Budget amendments.
BOARD BUSINESS
The President will invite public comment on agenda items at the time each item is considered by the
Board of Directors. Each speaker will ordinarily be limited to three minutes. Alternately, you may
comment to the Board by a written communication, which the Board appreciates.
6. Resolutions Authorizing the Issuance of the 2018 Series A Refunding Bonds, 2018 Series B
Parity Bonds, 2018 Series General Obligation Bonds, and Approving Related Documents and
Associated Actions (R-17-122)
Staff Contact: Stefan Jaskulak, Chief Financial Officer
General Manager’s Recommendation: Adopt Resolutions authorizing issuance of not to exceed $30
million in 2018 Series A Refunding Bonds (Green Bonds), not to exceed $20 million in 2018
Series B Parity Bonds, and not to exceed $60 million in 2018 Series General Obligation Bonds
(Green Bonds), and approving the related documents, such as supplemental indentures and escrow
agreements.
7. Board Compensation Policy Amendment (R-17-123)
Staff Contact: Joshua Hugg, Governmental Affairs Specialist
General Manager’s Recommendations:
1. Approve an amendment to Board Policy 6.06 – Meeting Compensation, Reimbursement of
Authorized Necessary Expenses for Performance of Official Duties, and Adoption of Ethics
Training Requirements Pursuant to Government Code Section 53232 et seq. (AB1234) – to
expand the definition of “meetings of the Board of Directors”.
2. Delete Board Policy 6.03 – Compensation of Directors and Payment of Expenses – which
contains duplicative verbiage as in Board Policy 6.06.
3. Direct staff to track the number of meetings of the Board of Directors and member attendance
over the next 12 months and explore the need for additional actions, up to and including
legislative solutions.
INFORMATIONAL MEMORANDUM
• Diversity Outreach Ad Hoc Committee Accomplishments
INFORMATIONAL REPORTS – Reports on compensable meetings attended. Brief reports or
announcements concerning activities of District Directors and staff; opportunity to refer public or Board
questions to staff for information; request staff to report to the Board on a matter at a future meeting; or
direct staff to place a matter on a future agenda. Items in this category are for discussion and direction to
staff only. No final policy action will be taken by the Board.
Committee Reports
Staff Reports
Director Reports
ADJOURNMENT
*Times are estimated and items may appear earlier or later than listed. Agenda is subject to change of order.
In compliance with the Americans with Disabilities Act, if you need assistance to participate in this meeting,
please contact the District Clerk at (650) 691-1200. Notification 48 hours prior to the meeting will enable the
District to make reasonable arrangements to ensure accessibility to this meeting.
Written materials relating to an item on this Agenda that are considered to be a public record and are distributed
to Board members less than 72 hours prior to the meeting, will be available for public inspection at the District’s
Administrative Office located at 330 Distel Circle, Los Altos, California 94022.
CERTIFICATION OF POSTING OF AGENDA
I, Jennifer Woodworth, District Clerk for the Midpeninsula Regional Open Space District (MROSD), declare that
the foregoing agenda for the regular meeting of the MROSD Board of Directors was posted and available for
review on November 3, 2017, at the Administrative Offices of MROSD, 330 Distel Circle, Los Altos California,
94022. The agenda and any additional written materials are also available on the District’s web site at
http://www.openspace.org.
Jennifer Woodworth, MMC
District Clerk
October 25, 2017
Board Meeting 17-26
SPECIAL AND REGULAR MEETING
BOARD OF DIRECTORS
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Administrative Office
330 Distel Circle
Los Altos, CA 94022
Wednesday, October 25, 2017
DRAFT MINUTES
SPECIAL MEETING – STUDY SESSION
President Hassett called the special meeting to order at 5:00 p.m.
ROLL CALL
Members Present: Larry Hassett, Yoriko Kishimoto, Curt Riffle, and Pete Siemens
Members Absent: Jed Cyr, Nonette Hanko, Cecily Harris
Staff Present: Chief Financial Officer/Administrative Services Director Stefan Jaskulak,
General Counsel Sheryl Schaffner, Assistant General Manager Ana Ruiz,
District Clerk/Assistant to the General Manager Jennifer Woodworth,
Acting Assistant General Manager Christine Butterfield, Planning
Manager Jane Mark, Senior Planner Tina Hugg, Planner III Leslie Chan,
Senior Capital Project Manager Jessica Hoshen, Engineering &
Construction Manager Jay Lin
1. Board and Public Space Needs in the New Administrative Office (R-17-116)
Director Hanko arrived at 5:02 p.m.
Director Harris arrived at 5:03 p.m.
Senior Planner Tina Hugg introduced Chloe Lauer and Rachel Bramwell from MKThink, who
will be facilitating the discussion and presentation during the meeting.
Ms. Lauer outlined the project’s guiding principles and boundaries, summarized staff’s feedback
provided to date, and described the mapping exercise to be used help gather feedback from the
Board.
Meeting 17-26 Page 2
Director Riffle suggested the term sustainable should be defined to include energy efficiency and
the materials used for the building as well as sustainable disposal of any materials removed from
the building.
Director Kishimoto spoke in favor of promoting sustainable transportation options including
mass transit and cycling options to access the building.
Director Hanko spoke in favor accessibility and maintaining the quietude of the building.
The Board members participated in an activity to identify aspects of the building that may be
improved, introduced, etc. in the new administrative office building.
Board members provided additional feedback regarding Board and public spaces in the future
administrative office.
President Hassett adjourned the special meeting of the Board of Directors of the Midpeninsula
Regional Open Space District at 6:57 p.m.
REGULAR MEETING
President Hassett called the regular meeting of the Midpeninsula Regional Open Space District
to order at 7:01 p.m.
ROLL CALL
Members Present: Nonette Hanko, Cecily Harris, Larry Hassett, Yoriko Kishimoto Curt
Riffle, and Pete Siemens
Members Absent: Jed Cyr
Staff Present: Chief Financial Officer/Administrative Services Director Stefan Jaskulak,
General Counsel Sheryl Schaffner, Assistant General Manager Ana Ruiz,
Acting Assistant General Manager Christine Butterfield, District
Clerk/Assistant to the General Manager Jennifer Woodworth, Planning
Manager Jane Mark, Planner III Lisa Bankosh, Planner II Bryan Apple
ORAL COMMUNICATIONS
No speakers present.
ADOPTION OF AGENDA
Motion: Director Kishimoto moved, and Director Riffle seconded the motion to adopt the
agenda.
VOTE: 6-0-0 (Director Cyr absent)
CONSENT CALENDAR
Public comment opened at 7:03 p.m.
Meeting 17-26 Page 3
No speakers present.
Public comment closed at 7:03 p.m.
Motion: Director Riffle moved, and Director Harris seconded the motion to approve the Consent
Calendar.
VOTE: 6-0-0 (Director Cyr absent)
1. Approve October 11, 2017 Minutes
2. Claims Report
BOARD BUSINESS
3. Final Design Approval of the Alma College Parking Area and Trail Crossing (R-17-
117)
Planner II Bryan Apple presented the staff report summarizing the project’s goals and project site
constraints. Mr. Apple described the proposed parking lot, at-grade crossing across Bear Creek
Road, restroom location, and future location for a Phase II undercrossing.
Director Kishimoto expressed concern regarding the location of the large parking area stating it
was not well incorporated into the site’s original spoke design.
Directors Harris and Hassett suggested including additional ADA accessible parking spaces.
Mr. Apple reported an ADA consultant would be reviewing the design as well.
Directors Riffle and Siemens spoke in favor of maximizing parking in the current proposed
parking area. The parking lot could be restriped in the future if needed to accommodate
additional ADA parking spots.
Directors Harris and Siemens suggested removing the installation of a cross from the design.
Planner III Lisa Bankosh explained the cross installation would be considered as part of a future
Alma College Rehabilitation Plan.
The Board by consensus decided to strike the cross element from the design plans.
Mr. Apple described the engineer’s estimate for the Phase I project and the planned handoff of
the project to the Engineering and Construction Department.
Director Kishimoto requested clarification regarding the county’s listing of the historic cultural
landscape and inquired whether the county will need to approve the parking lot design.
Ms. Bankosh explained that the five buildings included in the Alma College complex are
included in the historical cultural landscape, but the parking area is not included. The Alma
College Rehabilitation Plan will be reviewed by the Santa Clara County Historical Heritage
Meeting 17-26 Page 4
Commission. The parking lot design was also reviewed by the District’s consultant who helped
draft the Alma College Rehabilitation Plan.
Public comment opened at 7:42 p.m.
Melany Moore, President of the Summit Riders, spoke in favor of the proposed parking lot
design.
Public comment closed at 7:43 p.m.
Motion: Director Siemens moved, and Director Riffle seconded the motion to
1. Approve the Alma College Parking Area and Trail Crossing Project Design with the
removal of the cross element.
2. Delegate to the General Manager the authority to approve any necessary changes to the
Project Design and Plans, and direct that the “As Built” designs come back to the Board
for final approval.
VOTE: 4-2-0 (Directors Hanko and Kishimoto opposed; Director Cyr absent)
Director Kishimoto spoke regarding her opposition vote stating it was due to the parking lot
design not fitting the historic spoke design.
Bill Harris from Harris Design spoke regarding the parking lot design.
INFORMATIONAL REPORTS
A. Committee Reports
Director Harris reported the Legislative, Funding, and Public Affairs Committee met on October
24, 2017 to discuss the draft 2018 Legislative Program.
Director Riffle reported the Board Appointee Evaluation Committee met with Controller Mike
Foster and General Counsel Sheryl Schaffner on October 24, 2017. The Committee will meet
with General Manager Steve Abbors upon his return.
B. Staff Reports
Assistant General Manager Ana Ruiz reported the tennis courts at Rancho San Antonio will be
removed starting October 30, 2017, and the land will be reseeded and restored.
Acting Assistant General Manager Christine Butterfield reported the District will be holding a
limited time sale of Mount Umunhum Grand Opening merchandise, starting November 1, 2017.
Chief Financial Officer Stefan Jaskulak reported the Bond Oversight Committee went on a field
trip of Measure AA funded projects on October 20, 2017.
C. Director Reports
The Board members submitted their compensatory reports.
Meeting 17-26 Page 5
Director Kishimoto reported her attendance at a meeting of the Santa Clara County Water
District’s Water Commission.
Directors Siemens and Hassett reported on their attendance at the groundbreaking for the
Saratoga Quarry Trail.
Director Harris spoke regarding the federal government’s proposal to raise entrance fees to
several national parks. The Board by consensus directed staff to draft a letter opposing this
proposed fee hike. Director Harris encouraged the other Board members to attend a meeting
regarding the Harbor View project in Redwood City.
President Hassett adjourned the regular meeting of the Board of Directors of the Midpeninsula
Regional Open Space District into closed session at 8:16 p.m.
CLOSED SESSION
1. CLOSED SESSION PUBLIC EMPLOYEE APPOINTMENT (GOVERNMENT
CODE SECTION 54957)
Title: Interim General Manager
2. CLOSED SESSION PUBLIC EMPLOYEE APPOINTMENT (GOVERNMENT
CODE SECTION 54957)
Title: General Counsel
3. PUBLIC EMPLOYEE PERFORMANCE EVALUATION. GOVERNMENT CODE
SECTION 54957(b)(1)
Title of Employee: Controller
General Counsel
General Manager
CONFERENCE WITH LABOR NEGOTIATORS. Government Code Section 54957.6
Agency designated representatives: Board of Directors
Unrepresented Employees: Controller
General Counsel
General Manager
Public comment opened at 8:20 p.m.
No speakers present.
Public comment closed at 8:20 p.m.
The Board went into closed session at 8:20 p.m.
ADJOURNMENT
President Hassett adjourned the meeting of the Board of Directors of the Midpeninsula Regional
Open Space District at 9:17 p.m.
________________________________
Jennifer Woodworth, MMC
Meeting 17-26 Page 6
District Clerk
CLAIMS REPORT
MEETING 17‐28
DATE 11‐08‐2017
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Check
Number
Notes Vendor No. and Name Invoice Description Check Date Payment
Amount
76416 11236 ‐ GRADETECH Sears Ranch Road Improvements & Parking 10/18/2017 190,024.70
76413 11641 ‐ EXCEL BRIDGE MANUFACTURING CO. Harkins Ridge Trail Pre‐Manufactured Steel Bridge (PCR)10/18/2017 40,329.29
76430 11679 ‐ MKTHINK Professional Services 7/1/17 ‐ 8/31/17 ‐ AO New Bldg Assessment Report & Space Programming 10/18/2017 37,707.65
76463 *10214 ‐ DELTA DENTAL Employee Dental Insurance October & November 2017 10/11/2017 33,681.30
76446 *11152 ‐ WELLINGTON PARK INVESTORS AO2/A03/A04 Rent ‐ November 2017 10/18/2017 29,483.00
76462 10463 ‐ DELL BUSINESS CREDIT
10x Latitude 7480 Notebooks + 10x Monitor Dock Mounts & VMWare Software Licenses for 4th
Nutanix Node 10/11/2017 19,836.51
76464 10546 ‐ ECOLOGICAL CONCERNS INC Fire Protection Fuel Break (BCR)10/11/2017 17,525.00
76426 11759 ‐ LONG BRANCH SALOON & FARMS Volunteer Recognition Event Site Fee 10/18/2017 17,000.00
76504 11834 ‐ WRECO On‐Call Hydrologic ‐ Mud Lake (BCR) 10/18/2017 13,100.00
76397 11470 ‐ AECOM TECHNICAL SERVICES, INC. On‐Call Cost Estimating‐Agricultural Workforce Housing (LH)10/18/2017 12,430.00
76428 10031 ‐ MILLS DESIGN
Design of Fall 2017 Newsletter‐Outdoor Activities, Web Files, Budget & Action Plan Report FY17‐18,
Mt. Um Pamphlet & Postcard, Mt. Um Brochure, Magnet Art for Sears Ranch Road Parking Lot &
Map for Website 10/18/2017 11,425.00
76483 *10180 ‐ PG & E Electricity/Gas 10/17 ‐ 20 Locations 10/11/2017 10,045.48
76481 10578 ‐ OLD REPUBLIC TITLE CO Deposit for the Lobitos Creek Conservation Easement 10/18/2017 10,000.00
76497 11704 ‐ THE PARTY HELPERS Catering for Staff Recognition Event 10/4/17 10/18/2017 9,576.53
76440 10447 ‐ SIMMS PLUMBING & WATER EQUIPMENT Tank Installation at Big Dipper Ranch 10/18/2017 8,400.00
76460 11707 ‐ CUMMING CONSTRUCTION MANAGEMENT, INC. On Call Cost Estimating ‐ Bear Creek Stables September 2017 10/18/2017 7,625.48
76476 *10419 ‐ LINCOLN NATIONAL LIFE INSURANCE COMPANY November Insurance Premium for AD&D/Life/LTD 10/18/2017 6,760.41
76401 11750 ‐ BENEFICIAL DESIGNS, INC. La Honda Creek Signage 10/18/2017 6,631.50
76484 11523 ‐ PGA DESIGN, INC.
Sears Ranch Road Project Construction Administration Services September 2017 & Alma College
Cultural Landscape Rehab 10/18/2017 5,966.65
76436 10094 ‐ RESTORATION DESIGN GROUP, INC. Mt. Um Summit Landscape Architect 10/18/2017 5,726.25
76471 10222 ‐ HERC RENTALS INC Excavator Rental (SA) & Mini‐Excavator Rental (BCR)10/18/2017 5,518.11
76457 11431 ‐ CALIFORNIA ENVIRONMENTAL SERVICES Bio On Call Services ‐ SF Dusky‐Footed Woodrat ‐ Sierra Azul 10/18/2017 5,293.48
76398 11772 ‐ AHERN RENTALS, INC. CM ‐ Dozer Rental 10/18/2017 4,901.01
76472 10133 ‐ KIER & WRIGHT CIVIL ENGINEERS & SURVEYORS INC Engineering Services for Maintenance Facility & Storage (SAO)10/11/2017 4,278.00
76461 11699 ‐ DAKOTA PRESS Fremont Older & Picchetti Trail Brochures (16K)10/18/2017 3,667.85
76451 11847 ‐ ZELLER APPRAISAL SERVICES, INC Lobitos Creek Conservation Easement 10/18/2017 3,500.00
76442 11825 ‐ TEGRASTAFF, INC Temporary Staff ‐ E&C Department 10/18/2017 3,489.26
76402 10684 ‐ BUTANO GEOTECHNICAL ENGINEERING Mt. Um Road Rehabilitation Geotechnical 10/18/2017 3,470.40
76424 10714 ‐ LANGAN ENGINEERING & ENVIRONMENTAL SERVICES INC Sears Ranch Rd Parking Area & Road Geotech Study 10/18/2017 3,424.00
76405 10723 ‐ CALLANDER ASSOCIATES Mt. Umunhum Summit Public Access 10/18/2017 3,065.56
76496 11825 ‐ TEGRASTAFF, INC Temporary Staff ‐ E&C Department 10/11/2017 3,000.00
76439 10580 ‐ SHARP BUSINESS SYSTEMS Sharp Copier Usage Payment For All Offices 10/18/2017 2,826.07
76475 11813 ‐ LEIGH ANN GESSNER Mt.Um Guided Tour Creation & Grand Opening Event Writing 10/11/2017 2,790.00
76491 11496 ‐ STRUCTURE GROUPS On Call Geotech Eng ‐ Harkins Bridge Replacement 10/18/2017 2,758.00
76448 10069 ‐ WILFRED JARVIS INSTITUTE Professional Services in Leadership & Project Facilitation 10/11/2017 2,643.75
76486 *10211 ‐ PUBLIC POLICY ADVOCATES Monthly Fee ‐ Legislative Advocacy Services for November 2017 10/18/2017 2,433.34
76444 *10583 ‐ TPX COMMUNICATIONS Internet & Phone Services 10/18/2017 2,389.83
76467 10524 ‐ ERGO WORKS Ergo equipment ‐ Keyboard, 10 Key Pad, Footrest, Wireless Headset, Mouse Slider, SomaFit Chair 10/11/2017 2,309.12
76490 *11730 ‐ STANDARD INSURANCE COMPANY RV Basic & Supplemental Life Insurance Premium ‐ November 2017 10/18/2017 2,272.37
76454 11772 ‐ AHERN RENTALS, INC. Excavator Rental (LH)10/18/2017 2,217.61
76415 11612 ‐ GOODWIN CONSULTING GROUP, INC. GO Bond & Continuing Disclosure Services 10/18/2017 2,180.00
76480 10076 ‐ OFFICE TEAM Temporary Office Help ‐ Public Affairs 10/18/2017 2,080.00
76411 10032 ‐ DEL REY BUILDING MAINTENANCE Monthly Janitorial Services & Supplies ‐ AO 10/18/2017 2,074.88
76427 10190 ‐ METROMOBILE COMMUNICATIONS Radio For Patrol ‐ ATV 10/18/2017 2,046.74
76466 11803 ‐ ELLISON SCHNEIDER HARRIS & DONLAN LLP Water Law Counsel 10/18/2017 1,860.00
76456 11837 ‐ APPLEONE EMPLOYMENT SERVICES Preserve Use Survey ‐ Temp Support 10/18/2017 1,804.67
76432 *10212 ‐ PINNACLE TOWERS LLC Tower Rental ‐ Crown Site id 871823 10/18/2017 1,764.22
page 1 of 2
CLAIMS REPORT
MEETING 17‐28
DATE 11‐08‐2017
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
Check
Number
Notes Vendor No. and Name Invoice Description Check Date Payment
Amount
76500 11810 ‐ VINEYARD CREEK LP Rental accomodations for Ranger at Academy 10/11/2017 1,733.13
page 2 of 2
R-17-119
Meeting 17-28
November 8, 2017
AGENDA ITEM 3
AGENDA ITEM
Approval of Response to San Mateo County Civil Grand Jury Report dated June 19, 2017
Regarding Website Transparency
GENERAL MANAGER’S RECOMMENDATION
Approve and authorize the President of the Board of Directors to execute the proposed response
to the San Mateo County Civil Grand Jury Report of June 19, 2017 regarding special district
website transparency.
SUMMARY
On June 19, 2017, the District received the attached report from the San Mateo County Civil
Grand Jury entitled, “Can We See You Now? San Mateo County’s Independent Special Districts
Website Transparency Update.” The report was issued as a follow up to a 2013-14 report on the
same topic of special district website transparency. Attached is a draft response to the Civil
Grand Jury’s findings and recommendations for approval by the Board of Directors.
DISCUSSION
The 2016-17 San Mateo County Civil Grand Jury issued a report on June 19, 2017 presenting an
update to their 2013-14 investigation of the website transparency for 22 independent special
districts in San Mateo County. In the 2013-14 report, the Civil Grand Jury made several
recommendations for special districts to promote transparency and information access on their
websites. The District is required to respond to the report indicating whether it agrees or
disagrees with each of the findings, and whether it has implemented, will implement, will further
analyze, or not implement each recommended action.
While the Civil Grand Jury investigation involved special district websites, each of the findings
and recommendations relate to voluntary certification and recognition programs offered by the
non-profit Special District Leadership Foundation (SDLF). The Civil Grand Jury found that
since the 2013-14 report, several special districts in San Mateo County have chosen to participate
in these voluntary programs, but no evidence is offered to suggest that participation in the
programs is required to promote transparency. Nevertheless, the Civil Grand Jury recommends
all special districts in San Mateo County to participate in the SDLF programs.
The Civil Grand Jury requests the District respond to recommendations R2 and R3. The District
has already implemented recommendation R2 and employs a website administrator to maintain
its robust and popular website. As the Board is aware, District staff and Board members have
R-17-119 Page 2
completed the requirements for the SDLF Transparency Certificate of Excellence. While the
District may in the future choose to participate in the voluntary SDLF District of Distinction
Designation program, it has no obligation to do so.
As the governing body of the Midpeninsula Regional Open Space District, the District’s Board is
required to submit the District’s response. Staff prepared the attached response to be signed by
the President of the Board of Directors and recommends Board approval. This response will
then be forwarded to the Superior Court of San Mateo County as required by law.
FISCAL IMPACT
There is no fiscal impact associated with this recommended action.
BOARD COMMITTEE REVIEW
Board Committee review is not required for this item.
PUBLIC NOTICE
Public notice was provided as required by the Brown Act.
CEQA COMPLIANCE
This item is not a project subject to the California Environmental Quality Act.
NEXT STEPS
If approved by the Board, the Board President will sign the attached letter to be forwarded to the
San Mateo County Superior Court.
Attachments
1. San Mateo County Civil Grand Jury report entitled, “Can We See You Now? San
Mateo County’s Independent Special Districts Website Transparency Update.”
2. Proposed response letter from the District to the Civil Grand Jury.
Responsible Department Head:
Steve Abbors, General Manager
Sheryl Schaffner, General Counsel
Prepared by:
Jennifer Woodworth, District Clerk/Assistant to the General Manager
2016-2017 San Mateo County Civil Grand Jury 1
CAN WE SEE YOU NOW?
San Mateo County’s Independent Special Districts
Website Transparency Update
ISSUE
In 2014, the San Mateo County Civil Grand Jury issued a report concerning the lack of
transparency in the websites of the 23 independent special districts operating within San Mateo
County (County).1 The jury at that time offered seven recommendations designed to improve
transparency and achieve adherence to standards set forth by the California Special Districts
Association (CSDA) and the Special District Leadership Foundation (SDLF). This report will
discuss the progress made since 2014 by the County’s independent special districts and serve as
an update to the initial report.
SUMMARY
In FY 2014-15, the 22 independent special districts2 that currently serve San Mateo County
provided various services for approximately 747,000 residents and received over $107,000,0003
in tax dollars. Special districts provide many essential services but, according to Howard Jarvis
Taxpayers Association,4 residents often do not know who manages their districts, how funds are
provided and allocated, or the full extent of the services provided by a district.5
Each of the 22 independent special districts in San Mateo County operates a website designed to
provide pertinent information to its constituents.6 Californians value the importance of
transparency in government at all levels. Transparency in a governance context demands
honesty, openness, and accountability for all functions and responsibilities. Designing and
maintaining transparency on websites serves to inform the public as well as document effective
use of their tax dollars.
The 2016-17 San Mateo County Civil Grand Jury (Grand Jury) reinvestigated the transparency
of the County’s 22 independent special district websites and determined that many districts have
made overall, substantial improvement. About one-third of the County’s independent special
districts, however, still do not meet the minimum standards for transparency.
1, 2013-14 San Mateo County Grand Jury. Partly Cloudy With A Chance of Information: Investigating the Transparency of
Independent Special District’s Websites. www.sanmateocourt.org, Final Reports.
2 Los Trancos Water District was dissolved in 2015, reducing the number of independent special districts from 23 to 22
3 www.sanmateocountytreasurer.org/PropTaxHighlights/PropertyTaxHighlights14-15.pdf, 2017 Accessed 3/15/17
4 www.hjta.org, “California Special Districts: Hiding in Plain Site”, 2016 Accessed 3/20/17
5 www.hjta.org/california-commentary/california-special-districts-hiding-in-plain-sight/ Accessed 3/20/17
6 Appendix A
ATTACHMENT 1
2016-2017 San Mateo County Civil Grand Jury 2
BACKGROUND
Special districts have been a part of California’s landscape for over 130 years. They are a form of
local government created by a community to meet a specific local need. A special district is a
local governmental agency authorized by state law to provide governmental services such as
sewer, water, fire protection, recreation, healthcare, police protection, mosquito and vector
control, and other services. There are three main types of special districts: (1) county-governed
special districts which are governed by a Board of Supervisors and operated by counties; (2)
city-governed special districts that are governed by their respective city councils and operated by
such cities; and (3) “independent special districts” that have their own governing boards which
are either elected by the district’s voters or appointed by the various city councils. Special
districts are defined as “any agency of the state for the local performance of governmental or
proprietary functions within limited boundaries.”7 Legislation has provided special districts with
some of the basic powers afforded to counties and cities, including the power to impose certain
taxes, issue revenue bonds, and levy fees and assessments.8
Currently, there are approximately 2,109 independent special districts in California.9 San Mateo
County has 22 independent special districts, which provide a variety of services to the residents
of the county.10
The Special District Leadership Foundation (SDLF) is a nonprofit 501(3)(c) organization and an
affiliate of the California Special Districts Association (CSDA). The SDLF’s mission is “to
promote and recognize excellence in the governance and management of special districts.”11
The SDLF Board is made up of nine members: three directors appointed by the CSDA, three
directors appointed by the Special District Risk Management Authority (SDRMA)12 and three
public members selected by majority vote of the designated directors. CSDA and SDRMA
appoint their designated representatives to the SDLF Board every four years.13
The CSDA is also a nonprofit 501(3)(6) organization which brands itself “the voice for all
special districts, providing members with the resources necessary to best serve their
communities.”14
Both SDLF and CSDA provide advocacy, personal development, and training programs in
special district governance, transparency, and excellence to the staffs of special districts
throughout the state.
7 California Government Code Section 16271(d), http://law.onecle.com/california/government/16271.html Accessed 5/16/17
8 California Special Districts Association, www.CSDA.org. Accessed 3/20/17
9 Ibid.
10 Appendix A
11 info@sdlf.org Accessed 3/20/17
12 http://www.sdrma.org Accessed 3/20/17
13 http://www.sdlf.org/board-and-staff Accessed 3/20/17
14 California Special Districts Association, www.CSDA.org Accessed 3/20/17
2016-2017 San Mateo County Civil Grand Jury 3
The SDLF awards the District Transparency Certificate of Excellence to those independent
special districts whose websites comply with a specific set of criteria. The Certificate is awarded
for a two-year period after which a district must apply for recertification.
METHODOLOGY
To maintain continuity, the Grand Jury reapplied the website transparency checklist created by
the SDLF which was utilized by the 2013-14 Grand Jury in their evaluation. That checklist is
divided into two tiers. To achieve the SDLF District Transparency Certificate of Excellence all
of the following twelve items in Tier 1 must be easily accessible on the website as well as at least
four of the items in Tier 2:
Tier 1
Names of board members and their terms of office
Name of general manager and key staff along with contact information
Election procedure and deadlines
Board meeting schedule
District’s mission statement
Description of district’s services/functions and service area
Authorizing statute
Current district budget
Most recent financial audit
Archive of board meeting minutes for at least the past six months
List of compensation of board members and staff and/or link to California state
controller’s webpage with the data
Tier 2:
Post board members’ ethics training certificates
Picture, biography and email address of board members
Last three years’ audits
Reimbursement and compensation policy
Financial reserves policy
On line/downloadable Public Records Act Request form
Audio or video recordings of board meetings
Map of district boundaries/service area
Link to California Special Districts Association mapping program
Most recent Municipal Service Review and Sphere of Influence studies
Upon completion of the review of the websites in March 2017, the Grand Jury sent follow-up
letters to those special districts whose sites lacked required Tier 1 components or whose
websites lacked at least four components of Tier 2. All of these districts responded.
2016-2017 San Mateo County Civil Grand Jury 4
DISCUSSION
The Grand Jury believes the transparency of a district’s website influences the perception of the
work performed by board members and employees of the County’s independent special districts.
Taxpayers are best served when they know who administers their independent special districts,
from where the districts derive their funding, how the money is spent, how the actual work of the
districts is conducted, and ultimately, how the districts impact them as citizens.
The 2013-14 Grand Jury found that no independent special district in the County had received
the District Transparency Certificate of Excellence (DTCE).
The review by the 2016-17 Grand Jury of the County’s independent special districts’ websites
reveals that the majority of independent special districts in the County have markedly improved
their websites. As a result, the following six independent special districts have applied for and
been awarded the DTCE since 2014:
Highlands Recreation District 2014-2016
North Coast County Water District 2014-2016
Peninsula Healthcare District 2015-2017
Coastside Fire Protection District 2016-2018
San Mateo County Mosquito and Vector Control District 2016-2018
Westborough Water District 2016-2018
Additionally, the Grand Jury’s review of independent special district websites revealed that eight
additional special districts have websites that would qualify for the DTCE but appear not to have
applied for the certificate.15 Those districts are:
Coastside County Water District
Granada Community Services District
Menlo Park Fire District
Mid-Peninsula Regional Open Space
Montara Water and Sanitary District
Sequoia Healthcare District
SMC Resource Conservation District
West Bay Sanitary District
15 www.sdlf.org, 4/19/17
2016-2017 San Mateo County Civil Grand Jury 5
In addition to the 14 special districts listed above, one other special district’s website, Woodside
Fire Protection District, fulfilled all of the first tier required components, bringing to 15 the
number of independent special districts in the County that have fulfilled all of the first-tier
required components.
The SDLF also awards independent special districts the District of Distinction Accreditation for
those districts that demonstrate prudent fiscal practices along with other areas important to
effectively operate and govern a special district. The 2013-14 Grand Jury found that no district
had achieved, applied for or been awarded the District of Distinction Certificate. However,
during the past three years three independent special districts in San Mateo County applied for
and received this distinction: Coastside Fire Protection District, North Coast County Water
District, and San Mateo County Mosquito and Vector Control District.16
All of these districts deserve positive recognition for their hard work achieving much needed
transparency for their constituents through district websites.
Seven independent special districts, however, currently have not met an acceptable level of
transparency.
The San Mateo County Harbor District’s website lacks only one component to complete Tier 1, a
description of their election process. The district’s website currently provides a link to the San
Mateo County Elections website, but the District’s website lacks any detail regarding the
District’s internal procedure for elections.17
The following independent special districts require components in both tier 1 and/or tier 2 to
achieve the SDLF’s District Transparency Certificate of Excellence:18
Bayshore Sanitary District
Broadmoor Police Protection District
Colma Fire Protection District
East Palo Alto Sanitary District
Ladera Recreation District
Mid-Peninsula Water District
San Mateo County Harbor District
Woodside Fire Protection District
16 www.sdlf.org, 4/19/17
17 www.smharbor.com, 5/16/17
18 See Appendix C
2016-2017 San Mateo County Civil Grand Jury 6
FINDINGS
F1. Six independent special districts have completed the requirements and been awarded the
District Transparency Certificate of Excellence designation from the Special District
Leadership Foundation over the past three years.
. Coastside Fire Protection District
. Highlands Recreation District
. North Coast County Water District
. Peninsula Healthcare District
. San Mateo County Mosquito and Vector Control District
. Westborough Water District
F2. Eight additional independent special districts have completed the requirements and been
awarded the District Transparency Certificate of Excellence.
. Coastside County Water District
. Granada Community Services District
. Menlo Park Fire District
. Mid-Peninsula Regional Open Space District
. Montara Water and Sanitary District
. San Mateo Resource Conservation District
. Sequoia Healthcare District
. West Bay Sanitary District
F3. Three independent special districts have achieved the District of Distinction Designation
from the Special District Leadership Foundation over the past three years.
. Coastside Fire Protection District
. North Coast County Water District
. San Mateo County Mosquito and Vector Control District
F4. Fifteen independent special districts have websites meeting the first tier of required
components.
. Coastside County Water District
. Coastside Fire Protection District
. Granada Community Services District
. Highlands Recreation District
. Menlo Park Fire District
. Mid-Peninsula Regional Open Space District
2016-2017 San Mateo County Civil Grand Jury 7
. Montara Water and Sanitary District
. Northcoast County Water District
. Peninsula Healthcare District
. San Mateo County Mosquito and Vector Control District
. San Mateo County Resource Conservation District
. Sequoia Healthcare District
. West Bay Sanitary District
. Westborough Water District
. Woodside Fire Protection District
F5. Eight independent special districts websites have not met the Special District Leadership
Foundation’s minimum requirements.
. Bayshore Sanitary District
. Broadmoor Police Protection District
. Colma Fire Protection District
. East Palo Alto Sanitary District
. Ladera Recreation District
. Mid-Peninsula Water District
. San Mateo County Harbor District
. Woodside Fire Protection District
RECOMMENDATIONS
R1. The eight independent special districts’ websites that do not conform to the current
standards set by the Special District Leadership Foundation’s transparency checklist shall
conform to the accepted criteria on or before December 31, 2017.
R2. All independent special districts shall take the necessary steps to maintain their websites
using the current standards set by the Special District Leadership Foundation so as to
provide pertinent information to their constituents and to continue to qualify for the District
Transparency Certificate of Excellence.
R3. The eight independent special districts that qualify for the District Transparency Certificate
of Excellence are strongly encouraged to apply for it to be recognized for their efforts.
2016-2017 San Mateo County Civil Grand Jury 8
REQUEST FOR RESPONSES
From the following governing bodies:
Recommendation 1
Bayshore Sanitary District
Broadmoor Police Protection District
Colma Fire Protection District
East Palo Alto Sanitary District
Ladera Recreation District
Mid-Peninsula Water District
San Mateo County Harbor District
Woodside Fire Protection District
Recommendation 2
All independent special districts in San Mateo County
Recommendation 3
Coastside County Water District
Granada Community Services District
Menlo Park Fire District
Mid-Peninsula Regional Open Space
Montara Water and Sanitary District
Sequoia Healthcare District
SMC Resource Conservation District
West Bay Sanitary District
The governing bodies indicated above should be aware that the comment or response of the
governing body must be conducted subject to the notice, agenda and open meeting requirements
of the Brown Act.
2016-2017 San Mateo County Civil Grand Jury 9
APPENDIX A INDEPENDENT SPECIAL DISTRICT WEBSITES
Independent Special District Website
Bayshore Sanitary District http://www.bayshoresanitary.org/
Broadmoor Police Protection District http://www.broadmoorpolice.com/
Coastside County Water District http://coastsidewater.org/
Coastside Fire Protection District http://www.coastsidefire.org/
Colma Fire Protection District http://www.colmafd.org/home.html
East Palo Alto Sanitary District http://www.epasd.com/
Granada Community Services District http://www.granada.ca.gov/
Highlands Recreation District http://www.highlandsrec.ca.gov/
Ladera Recreation District http://www.lrdrec.com/
Menlo Park Fire Protection District http://www.menlofire.org
Mid-Peninsula Water District https://www.midpeninsulawater.org/index.php
Mid-peninsula Regional Open Space District http://openspace.org/
Montara Water and Sanitary District http://mwsd.montara.org/
North Coast County Water District http://www.nccwd.com/
Peninsula Health Care District http://www.peninsulahealthcaredistrict.org
San Mateo County Harbor District http://www.smharbor.com/harbordistrict/
SMC Mosquito and Vector Control District http://www.smcmvcd.org/
San Mateo Resource Conservation District http://www.sanmateorcd.org/
Sequoia Healthcare District http://www.sequoiahealthcaredistrict.com/
West Bay Sanitary District http://westbaysanitary.org/
Westborough Water District Http://www.westboroughwater.com/
Woodside Fire Protection District http://www.woodsidefire.org/
2016-2017 San Mateo County Civil Grand Jury 10
APPENDIX B
2016-2017 San Mateo County Civil Grand Jury 11
APPENDIX C TRANSPARENCY CHECKLIST
Issued: June 19, 2017
Agency
Ranking
1 1A1B1C1D1E1F1G1H1I 1J1K Total
2 2A2B2C2D2E2F2G2H2I 2J
Highlands Recreation District 1 YYYYYYYYYYYY 11 YYYYYYY Y
Mid-PeninsulaRegional Open Space Dist.1 YYYYYYYYYYYY 11 Y YYYYY Y
Peninsula Health Care District 1 YYYYYYYYYYYY 11 Y YY Y Y
Westborough Water District 1 YYYYYYYYYYYY 11 YY YY Y
Coastside County Water District 2 YYYYYYYYYYYY 11 YY YYYYY
SMC Mosquito and Vector Control Dist.2 YYYn/aYYYYYYYY 11 Y YYYY YY
Granada Community Services District 2 YYYYYYYYYYYY 11 YY Y YY
North Coast County Water District 2 YYYYYYYYYYYY 11 Y YY Y Y
Coastside Fire Protection District 2 YYYYYYYYYYYY 11 YYYYY YYY
West Bay Sanitary District 2 YYYYYYYYYYYY 11 N YY Y Y
Menlo Park Fire Protection District 3 YYYYYYYYYYYY 11 Y YYYYYYY Y
Montara Water and Sanitary District 3 YYYYYYYYYYYY 11 YY YYYY Y Y
Mid-Peninsula Water District 4 NYY YYY YYYY 9 YYYY Y
SMC Resource Conservation District 4 YYYn/aYYYYYYYn/a 11 Y YYY Y Y
SMC Harbor District 4 NYY YYYYYYYY 10 Y YY Y YYY
Sequoia Healthcare District 5 YYYYYYYYYYYY 11 Y Y YY Yn/an/a
Bayshore Sanitary District 5 NYY YYY YYYY 9 NY Y Y
Broadmoor Police Protection District 6 NYn/aY YYYYYYY 10 N Y
Ladera Recreation district 6 NYYY YYYY YY 9 N Y Y
Woodside Fire Protection District 6 YYYYYYYYYYYY 11 N YY
East Palo Alto Sanitary District 7NYYYYYY6YYYY Y
Colma Fire Protection District 8N YY 2N
November 8, 2017
Hon. Leland Davis, III
Judge of the Superior Court
c/o Charlene Kresevich
Hall of Justice
400 County Center, 2nd Floor
Redwood City, CA 94063-1655
Dear Judge Davis,
We are in receipt of the Civil Grand Jury report entitled, "Can We See You Now? San Mateo
County’s Independent Special Districts Website Transparency Update." Pursuant to your
request for response, the Midpeninsula Regional Open Space District’s (District) Board of
Directors held a public meeting on November 8, 2017 and approved this response. The District
responds to the Grand Jury's recommendations, as requested, as follows:
Recommendations
R1. The eight independent special districts’ websites that do not conform to the current
standards set by the Special District Leadership Foundation’s transparency checklist shall
conform to the accepted criteria on or before December 31, 2017.
The District has not been requested to respond to this recommendation.
R2. All independent special districts shall take the necessary steps to maintain their websites
using the current standards set by the Special District Leadership Foundation so as to provide
pertinent information to their constituents and to continue to qualify for the District
Transparency Certificate of Excellence.
This recommendation was implemented prior to the issuance of the Grand Jury report. The
District employs a full time website administrator who maintains and updates the website
regularly.
R3. The eight independent special districts that qualify for the District Transparency Certificate
of Excellence are strongly encouraged to apply for it to be recognized for their efforts.
The District asserts it is in full compliance with all applicable laws and regulations related to its
operations and transparency efforts. The District also maintains its website to meet the
requirements of the Special District Leadership Foundation’s District Transparency Certificate
ATTACHMENT 2
Hon. Leland Davis, III
Midpeninsula Regional Open Space District Response to 2016-17 San Mateo Civil Grand Jury Report “Can We See
You Now? San Mateo County’s Independent Special Districts Website Transparency Update”
November 8, 2017
Page 2 of 2
of Excellence and will continue to maintain and update its website on a regular basis to promote
transparency and public understanding of the District and its activities.
Very truly yours,
Larry Hassett, Board President
Midpeninsula Regional Open Space District
Cc: Board of Directors, Midpeninsula Regional Open Space District
R-17-120
Meeting 17-28
November 8, 2017
AGENDA ITEM 4
AGENDA ITEM
Award of contract for software and professional services for implementation of a work order and
asset management system.
GENERAL MANAGER’S RECOMMENDATIONS
1. Authorize the General Manager to enter into a contract with Timmons Group Inc., to provide
implementation services for a work order and asset management system, for a base contract
amount of $132,480.
2. Authorize a 3% contingency of $4,520, to be expended only if necessary to cover unforeseen
conditions, for a combined not-to-exceed contract amount of $137,000.
3. Authorize the General Manager to enter into a three year Cityworks software license
agreement with Azteca Systems, LLC for $35,000 in year one and $45,000 per year for years
two and three to provide an enterprise level work order and asset management software
solution.
SUMMARY
The Land and Facilities Department is responsible for maintaining District property, including a
wide variety of facilities across its 63,000 acres. To improve the management of these assets, the
District is seeking to acquire a Work Order and Asset Management System with accompanying
implementation and configuration services to consolidate business process and allow data/report
access to inform decisions and best practices for managing assets. The project also includes in-
depth staff training in the development of service requests and work orders. The proposed Work
Order and Asset Management System is expected to cover roads, trails, fencing, water
infrastructure, culverts, vehicles/heavy equipment, commercial/residential buildings,
administrative/field offices, and workshop facilities. Thresholds for defining what assets to
capture in the system will be identified during the business requirements phase of this work. This
project was recommended as part of the District’s Information Technology Master Plan.
DISCUSSION
The District is seeking the professional support of a consultant to implement and configure a
Work Order and Asset Management System. A Request for Qualifications and Proposals was
released on August 21, 2017 with bids due on September 18, 2017; the District received six
responses. Four vendors advanced to the onsite interview process that took place on October 17,
2017. Consultants were asked to address the following needs:
R-17-120 Page 2
• Consolidate work order and asset management practices into a single system of record
• Improve the life cycle management of infrastructure assets
• Increase data access across the agency
• Support mobile device access and provide work queues to field staff
• Allow mobile asset data collection using industry standard mobile devices
• Allow real-time Enterprise GIS integration by leveraging ArcGIS Server infrastructure
• Be compatible with American with Disabilities Act (ADA) compliance asset data entry
and/or integration with an industry-standard ADA compliance asset database
The end-user for this product suite are the members of the Land and Facilities Department.
Users of the systems will include managers, supervisors, leads, and field staff. Expected end
users could be as many as 60. All District staff will be able to open a work order as they
discover issues that the Land and Facilities Department will need to address.
Vendor of Choice
The RFQP review process was a rigorous process that District staff from the IST and Land and
Facilities Departments conducted. The District received six responses to the RFQP. The
responses were reviewed for quality, completeness, and implementation approach. The District
also elevated four vendors for onsite interviews. In the end, Timmons Group Inc., was identified
as the vendor of choice. Timmons provided a very complete and detailed RFQP response but
was also the top choice in the onsite interviews. Timmons’ project approach includes involving
business users early in the process and conducting all training onsite. The Timmons Group
project manager was the most articulate and organized of any of the project managers
interviewed. Below is a list of vendors that submitted responses to the RFQP.
Timmons Group Inc. GISinc.
DTS LLC. Cartegraph
GOmocha Dude Solutions
Integration with Existing Technology Investments
The District has made considerable technology investments over the last eighteen months,
including investments in Enterprise GIS and mobile connectivity. The Work Order and Asset
Management Project will be building on these investments. The work order systems that the
District is looking to acquire includes a strong integration with the District’s Enterprise GIS.
This will allow staff to have a clear picture of the type and location of a particular asset on a web
based map. Additionally, the project will focus on solutions that make this information mobile.
The mobile approach will leverage existing investment in mobile connectivity, such as ranger
and field supervisor laptops and tablets, and allow field staff access to work orders or allow for
updating asset information from the field. In return, this data will then synchronize back to a
centralized system. The approach of ‘build once - share many times’ is how IST will continue to
build on the District’s investments in technology.
R-17-120 Page 3
FISCAL IMPACT
The FY 17-18 Budget includes sufficient funds to cover the cost of the proposed contract.
FY2017-18
Project Budget $ 172,000
Spent–to-Date (as of 11/08/2017): $0
Encumbrances: $0
[Recommended Action – Costs]: $ 172,000
Budget Remaining (Proposed): $0
BOARD COMMITTEE REVIEW
This item was not previously reviewed by a Board committee.
PUBLIC NOTICE
Public notice was provided as required by the Brown Act.
CEQA COMPLIANCE
The award of contract is not a project subject to the California Environmental Quality Act.
NEXT STEPS
Following Board approval, the General Manager will direct staff to enter into a contract and
develop a detailed scope of work and project plan with Timmons Group Inc. Project kickoff
meetings are tentatively scheduled for mid-December 2017.
Responsible Department Head:
Stefan Jaskulak, Chief Financial Officer
Prepared by:
Garrett Dunwoody, IST Manager, Information Systems and Technology Department
R-17-121
Meeting 17-28
November 8, 2017
AGENDA ITEM 5
AGENDA ITEM
Fiscal Year 2017-18 Quarter 1 District Budget Amendments
GENERAL MANAGER’S RECOMMENDATIONS
Adopt a resolution approving the proposed FY2017-18 Quarter 1 District Budget amendments.
SUMMARY
This report presents the Quarter 1 proposed budget amendments by fund. Requests for budget
increases for services and supplies, and capital improvements are partially funded by savings,
resulting in a net increase of $3,339,931 to the adopted Fiscal Year 2017-18 (FY2017-18)
Budget. As an offset, the District’s FY2017-18 revenue is projected to increase by $3,487,233.
DISCUSSION
The Board of Directors (Board) adopted the FY2017-18 Budget and Action Plan at the June 14,
2017 regular meeting (Report R-17-89). The FY2017-18 adopted budget was $61.4 million.
The proposed Quarter 1 budget amendments cover unanticipated changes in personnel costs,
services and supplies expenses, capital improvement projects, and new land purchases. The
budget amendments are partially funded by savings, resulting in a net increase of $3,339,931 to
the FY2017-18 Budget. The newly proposed FY2017-18 amended budget is $64,743,366.
Amended Revenue by Fund
The District’s FY2017-18 revenue is projected to increase by $3,487,233.
•An updated General Fund Property Tax estimate of $45.4 million increases projected tax
revenue by $335,502.
•A transfer from General Fund Committed Infrastructure Reserve for acquisition of the
South Area Office Cristich Lane Property increases revenue by $3,151,731. The Board
authorized the purchase of the property at the March 22, 2017 regular meeting (Reports
R-17-38).
Total Revenue is amended to total $54.1 million. Table 1 lists projected revenue, with
amendments.
R-17-121 Page 2
Table 1: Summary of Projected Revenue
Administratively Approved Amendments to the FY2017-18 Budget
Under the General Manager’s authority, net-zero transfers/budget amendments have been
administratively processed to cover unanticipated capital improvement project costs. Table 2
lists the administratively approved budget amendments.
Table 2: Year-to-Date Administratively Approved Budget Amendments
Project Board Approved Budget Budget Amendment Amended Budget
Mt. Umunhum Road Rehabilitation (MAA 23-006)$1,263,159 ($640,000) $623,159
Mt. Umunhum Trail (MAA 23-002)$185,928 $640,000 $825,928
Sphere of Influence $82,000 ($70,000) $12,000
RSA Non-Motorized Mobility $102,000 ($52,000) $50,000
Accessibility Plan Update (31401)$60,000 $122,000 $182,000
Alpine Road Regional Trail - FFO (MAA 10-001)-($230,000)-
Alpine Road Regional Trail - SFO (MAA 10-001)-$230,000 -
General Counsel Vacancy -($128,000)-
Assistant General Counsel Backfill Consultant -$128,000 -
IST Other Professional Services -($32,000)-
Tyler New World License -$32,000 -
Preserve Use Survey (consulting services)-($112,800)-
Preserve Use Survey (temporary staff salaries)-$112,800 -
Administrative Amendment Subtotal $0
R-17-121 Page 3
Proposed Quarter 1 Amendments to the FY2017-18 Budget
Operating Budget
Salaries and Benefits / Services and Supplies
The salaries and benefits budget (Funds 10) is proposed to decrease by $15,200. Salaries and
benefits budget reductions have been used to fund requests for services and supplies increases.
The services and supplies budget (Funds 10 and 20) is proposed to increase by $282,200.
Salaries and benefits, services and supplies, and general capital line budget reductions have been
used to offset part of the budget amendment requests.
•As recommended by the General Counsel, unanticipated costs for Land & Facilities to
conduct a survey to determine the cause of a landslide/debris flow on private land that
may result in litigation against the District will result in an increase of $35,000.
•Unanticipated costs for Land & Facilities to comply with state habitability standards and
provide adequate heating for a rental residence. Property Management is proposing a
radiant heating system with wall radiators. Estimated cost includes installing vents, a
boiler, a propane tank, and gas pipelines. Because the historic house lacks modern
ductwork, crawlspaces, and insulation the construction costs are increased by $15,000.
•Unanticipated costs for Land & Facilities to renovate the Monte Bello Cabin and make
available to an Employee that provides services. This would add a residence to the
housing stock in a very impacted housing market and will result in an increase of
$15,000.
•Natural Resources and Legal Services requested Land & Facilities to provide funding for
a water consultant to provide an analysis of water availability at Steven's Canyon Ranch.
Currently, the Land & Facilities Professional Services Budget is only $30,000 of which
key department projects require funding such as Bear Creek Stables RFP development,
Toto Agriculture consultant, and an appraisal for the Christmas Tree Farm lease.
Consequently, Land and Facilities is requesting an increase of $23,200 to the budget to
offset the cost for the water consultant.
•Due to the unanticipated retirement of the General Counsel, a requested budget increase
will be used for extra contractual help to carry some of the workload created by being
down to one attorney on staff. Additional outside counsel services will result in an
increase of $50,000.
•Unanticipated costs for Administrative Services to hire a consultant to produce a Grants
Program Strategy will result in an increase of $50,000.
R-17-121 Page 4
Capital Budget
General Fund Capital Budget
The General Fund (Fund 40) capital budget is proposed to increase overall by $3,101,731.
•A portion of the proposed General Fund Capital budget increase is due to the purchase of
the new South Area Office Cristich Lane Property. The Board authorized the purchase of
the property at the March 22, 2017 regular meeting (Reports R-17-38). The purchase
price was $3,151,731.
•$50,000 of the Land and Facilities’ capital budget is proposed to be transferred to the
general operating budget and used to offset costs of resident renovations. These
renovations are needed to comply with state habitability standards and will add a
residence (Monte Bello Cabin) to the housing stock in a highly impacted housing market.
Measure AA Capital Budget
The Measure AA (Fund 30) capital budget is proposed to decrease by $28,800.
The proposed Measure AA budget decrease is due to San Mateo County’s decision not to pursue
repair work for the Alpine Road Regional Trail. Therefore, the costs of conducting engineering
assessments of the trail are not Measure AA eligible until the Board approves a project scope and
the repair work is completed. The budget is being transferred to the General Operating Fund
(Fund 10) until the project becomes eligible for Measure AA funding.
Table 3 summarizes the FY2017-18 adopted budget and Quarter 1 budget amendments by
Department.
Table 3: Summary of FY2017-18 Budget by Department
FISCAL IMPACT
Board approval of the FY2017-18 proposed budget amendments result in a $3,339,931 increase
to the District’s FY2017-18 Budget of $61,403,435. Partial savings were used to fund budget
increases for unanticipated changes in personnel costs, services and supplies expenses, capital
improvement projects, and new land purchases. This results in a proposed amended budget of
$64,743,366.
FY2018 Adopted
Budget
YTD Approved
Budget
Amendments
Amended Budget
(as of 9/30/2017)
Quarter 1 Proposed
Budget Amendments
FY2018 Proposed
Amended Budget
Administrative Services $17,671,554 $17,671,554 $50,000 $17,721,554
Engineering & Constructio $9,474,157 $9,474,157 $0 $9,474,157
General Counsel $587,889 $587,889 $50,000 $637,889
General Manager's Office $2,305,456 $2,305,456 $0 $2,305,456
Land & Facilities $12,028,266 $12,028,266 $88,200 $12,116,466
Natural Resources $4,455,608 $4,455,608 $0 $4,455,608
Planning $5,319,640 $5,319,640 $19,000 $5,338,640
Public Affairs $2,189,993 $2,189,993 $0 $2,189,993
Real Property $1,903,609 $1,903,609 $3,132,731 $5,036,340
Visitor Services $5,467,263 $5,467,263 $0 $5,467,263
Total $61,403,435 $0 $61,403,435 $3,339,931 $64,743,366
R-17-121 Page 5
Table 4 summarizes the FY2017-18 adopted budget and Quarter 1 budget amendments by Fund.
Table 4: Summary of FY2017-18 Budget by Fund
PUBLIC NOTICE
Public notice was provided as required by the Brown Act.
CEQA COMPLIANCE
This item is not a project subject to the California Environmental Quality Act.
NEXT STEPS
Upon Board approval, staff will make the necessary Budget amendments.
Attachments:
1. Resolution Amending the FY2017-18 Budget by Fund
2. FY2017-18 Quarter 1 Budget Amendments by Department & Budget Category
3.Quarter 1 Budget Amendments Detail
Responsible Department Head:
Stefan Jaskulak, Chief Financial Officer
Prepared by:
Elissa Martinez, Management Analyst I
Marion Shaw, Management Analyst II
FY2017-18
Adopted
Budget
YTD Approved
Budget
Amendments
Amended
Budget (as of
9/30/2017)
Quarter 1
Proposed
Budget
Amendments
FY2017-18
Proposed
Amended Budget
$30,344,413 $0 $30,344,413 $267,000 $30,611,413
Hawthorns (Fund 20)$166,500 $0 $166,500 $0 $166,500
$12,637,845 $0 $12,637,845 ($28,800) $12,609,045
$6,533,040 $0 $6,533,040 $3,101,731 $9,634,771
Debt Service Fund (Fund 50)$11,721,637 $0 $11,721,637 $0 $11,721,637
TOTAL DISTRICT BUDGET $61,403,435 $0 $61,403,435 $3,339,931 $64,743,366
General Fund Operating (Fund 10)
General Fund Land/Capital (Fund 40)
DISTRICT BUDGET BY FUNDING SOURCE
Measure AA Land/Capital (Fund 30)
Resolutions/2017/17-__FY16-17 Q2 Budget Adjustments 1
RESOLUTION NO. 17-___
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AMENDING
THE BUDGET FOR FISCAL YEAR 2017-18
WHEREAS, on June 14, 2017 the Board of Directors of the Midpeninsula Regional
Open Space District adopted the Fiscal Year 2017-18 Budget and Action Plan; and
WHEREAS, the General Manager recommends amending the FY 2017-18 Budget to
reflect requests for budget increases for services and supplies, and land purchases which have
been funded partially by savings, resulting in a net increase of $3,339,931;
NOW, THEREFORE, the Board of Directors of the Midpeninsula Regional Open Space
District does resolve as follows:
SECTION ONE. Approve the proposed revenue amendments to the FY2017-18 Budget
for the Midpeninsula Regional Open Space District by $3 ,487,233 as follows:
SECTION TWO. Approve the recommended budget amendments to the FY2017-18
Budget for the Midpeninsula Regional Open Space District by $3,339,931 as follows:
SECTION THREE. Monies are hereby appropriated in accordance with said budget by
fund.
FY2017-18
Adopted
Budget
YTD Approved
Budget
Amendments
Amended
Budget (as of
9/30/2017)
Quarter 1
Proposed
Budget
Amendments
FY2017-18
Proposed
Amended Budget
$30,344,413 $0 $30,344,413 $267,000 $30,611,413
Hawthorns (Fund 20)$166,500 $0 $166,500 $0 $166,500
$12,637,845 $0 $12,637,845 ($28,800) $12,609,045
$6,533,040 $0 $6,533,040 $3,101,731 $9,634,771
Debt Service Fund (Fund 50)$11,721,637 $0 $11,721,637 $0 $11,721,637
TOTAL DISTRICT BUDGET $61,403,435 $0 $61,403,435 $3,339,931 $64,743,366
General Fund Operating (Fund 10)
General Fund Land/Capital (Fund 40)
DISTRICT BUDGET BY FUNDING SOURCE
Measure AA Land/Capital (Fund 30)
ATTACHMENT 1
SECTION FOUR. Except as herein modified, the FY 2017-18 Budget and Action Plan,
Resolution No. 17-89 as amended, shall remain in full force and effect.
* * * * * * * * * * * * * * * * * * * *
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional
Open Space District on _____, 2017, at a regular meeting thereof, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
Secretary
Board of Directors
President
Board of Directors
APPROVED AS TO FORM:
General Counsel
I, the District Clerk of the Midpeninsula Regional Open Space District, hereby certify
that the above is a true and correct copy of a resolution duly adopted by the Board of Directors
of the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly
held and called on the above day.
District Clerk
FY2018 Adopted Budget YTD Approved Budget
Amendments
Amended Budget
(as of 9/30/2017)
Quarter 1 Proposed
Budget Amendments
FY2018 Proposed
Amended Budget
Administrative Services
Salaries and Benefits $3,820,578 $3,820,578 $3,820,578
Services and Supplies $1,629,339 $1,629,339 $50,000 $1,679,339
Total Operating Expenditures $5,449,917 $0 $5,449,917 $50,000 $5,499,917
General Fund Capital $500,000 $500,000 $500,000
Debt Service $11,721,637 $11,721,637 $11,721,637
$17,671,554 $0 $17,671,554 $50,000 $17,721,554
Engineering & Construction
Salaries and Benefits $1,009,602 $1,009,602 $1,009,602
Less: MAA Reimbursable Staff Costs ($93,000)($93,000)($93,000)
Net Salaries and Benefits $916,602 $916,602 $916,602
Services and Supplies $75,255 $75,255 $75,255
Total Operating Expenditures $991,857 $991,857 $991,857
General Fund Capital $1,401,350 $1,401,350 $1,401,350
Measure AA Capital $7,080,950 $7,080,950 $7,080,950
Total Capital Expenditures $8,482,300 $8,482,300 $8,482,300
$9,474,157 $9,474,157 $9,474,157
General Counsel
Salaries and Benefits $526,584 $526,584 $526,584
Services and Supplies $61,305 $61,305 $50,000 $111,305
Total Operating Expenditures $587,889 $587,889 $50,000 $637,889
$587,889 $587,889 $50,000 $637,889
General Manager
Salaries and Benefits $1,699,231 $1,699,231 $1,699,231
Services and Supplies $606,225 $606,225 $606,225
Total Operating Expenditures $2,305,456 $2,305,456 $2,305,456
$2,305,456 $2,305,456 $2,305,456
Land & Facilities
Salaries and Benefits $5,225,613 $5,225,613 $5,225,613
Less: MAA Reimbursable Staff Costs ($976,033)($976,033)($976,033)
Net Salaries and Benefits $4,249,580 $4,249,580 $4,249,580
Services and Supplies $3,561,713 $3,561,713 $167,000 $3,728,713
Total Operating Expenditures $7,811,293 $7,811,293 $167,000 $7,978,293
General Fund Capital $2,697,190 $2,697,190 ($50,000)$2,647,190
Measure AA Capital $1,519,783 $1,519,783 ($28,800)$1,490,983
Total Capital Expenditures $4,216,973 $4,216,973 ($78,800)$4,138,173
$12,028,266 $12,028,266 $88,200 $12,116,466
Natural Resources
Salaries and Benefits $1,605,070 $1,605,070 $1,605,070
Less: MAA Reimbursable Staff Costs ($200,923)($200,923)($200,923)
Net Salaries and Benefits $1,404,147 $1,404,147 $1,404,147
Services and Supplies $1,532,038 $1,532,038 $1,532,038
Total Operating Expenditures $2,936,185 $2,936,185 $2,936,185
General Fund Capital $48,000 $48,000 $48,000
Measure AA Capital $1,471,423 $1,471,423 $1,471,423
Total Capital Expenditures $1,519,423 $1,519,423 $1,519,423
$4,455,608 $4,455,608 $4,455,608
FY 2018 Quarter 1 Budget Amendments by Department & Budget Category (Attachment 2)
DISTRICT BUDGET BY
EXPENDITURE CATEGORY
Total Administrative Services Expenditures
Total General Manager Expenditures
Total Natural Resources Expenditures
Total General Counsel Expenditures
Total Engineering & Construction Expenditures
Total Land & Facilities Expenditures
10/27/201712:59 PM
FY 2018 Quarter 1 Budget Amendments by Department & Budget Category (Attachment 2)
FY2018 Adopted Budget YTD Approved Budget
Amendments
Amended Budget
(as of 9/30/2017)
Quarter 1 Proposed
Budget Amendments
FY2018 Proposed
Amended Budget
Planning
Salaries and Benefits $1,434,535 $1,434,535 $1,434,535
Less: MAA Reimbursable Staff Costs ($19,300)($19,300)($19,300)
Net Salaries and Benefits $1,415,235 $1,415,235 $1,415,235
Services and Supplies $440,716 $440,716 $440,716
Total Operating Expenditures $1,855,951 $1,855,951 $1,855,951
General Fund Capital $1,022,000 $1,022,000 $1,022,000
Measure AA Capital $2,441,489 $2,441,489 $19,000 $2,460,489
Total Capital Expenditures $3,463,489 $3,463,489 $19,000 $3,482,489
$5,319,640 $5,319,640 $19,000 $5,338,640
Public Affairs
Salaries and Benefits $1,058,197 $1,058,197 $1,058,197
Services and Supplies $1,131,796 $1,131,796 $1,131,796
Total Operating Expenditures $2,189,993 $2,189,993 $2,189,993
$2,189,993 $2,189,993 $2,189,993
Real Property
Salaries and Benefits $759,564 $759,564 $759,564
Less: MAA Reimbursable Staff Costs $0 $0 $0
Net Salaries and Benefits $759,564 $759,564 $759,564
Services and Supplies $155,545 $155,545 $155,545
Total Operating Expenditures $915,109 $915,109 $915,109
General Fund Land and Associated Costs $864,500 $864,500 $3,151,731 $4,016,231
Measure AA Land and Associated Costs $124,000 $124,000 ($19,000)$105,000
Total Land and Associated Costs $988,500 $988,500 $3,132,731 $4,121,231
$1,903,609 $1,903,609 $3,132,731 $5,036,340
Visitor Services
Salaries and Benefits $4,877,314 $4,877,314 $4,877,314
Services and Supplies $589,949 $589,949 $589,949
Total Operating Expenditures $5,467,263 $5,467,263 $5,467,263
$5,467,263 $5,467,263 $5,467,263
DISTRICT BUDGET BY
EXPENDITURE CATEGORY
Total Real Property Expenditures
Total Visitor Services Expenditures
Total Planning Expenditures
Total Public Affairs Expenditures
10/27/201712:59 PM
Quarter 1 Budget Amendments Detail (Attachment 3)
Budget Categories / Accounts Adopted Budget
Quarter 1 Re-
Forecast
Quarter 1
Proposed
Budget
Amendment
10-40-410-4104 - Temporary $705,282.00 $818,082.00 $112,800.00
10-40-410-5004 - Temporary Office Help $172,800.00 $60,000.00 ($112,800.00)
10-50-510-5299 - Professional Services $0.00 $50,000.00 $50,000.00
10-50-550-5215 - Information Systems $51,568.00 $83,568.00 $32,000.00
10-50-550-5299 - Other Professional Services $316,000.00 $284,000.00 ($32,000.00)
10-61-611-5299 - Other Professional Services $5,000.00 $40,000.00 $35,000.00
10-61-621-5299 - Other Professional Services $30,000.00 $53,200.00 $23,200.00
10-61-621-7101 - Facility Maint - Structures - Exterior/Interior $254,075.00 $334,075.00 $80,000.00
10-61-641-5299 - Other Professional Services $0.00 $28,800.00 $28,800.00
10-70-710-4101 - Full Time $420,192.00 $292,192.00 ($128,000.00)
10-70-710-5219 - Legal Services $0.00 $128,000.00 $128,000.00
10-70-730-5219 - Legal Services $30,000.00 $80,000.00 $50,000.00
General Fund (10)$267,000.00
20-61-641-7007 - Public Safety Equipment $1,500.00 $15,000.00 $13,500.00
20-61-641-7112 - Facility Maint - Resource Mgmt/Lanscaping $40,000.00 $26,500.00 ($13,500.00)
Hawthorn Fund (20)$0.00
30-20-230-8201 - Architect / Engineering Services $19,000.00 $0.00 ($19,000.00)
30-30-320-8201 - ARCHITECT/ENGINEERING SERVS $1,501,889.00 $1,519,889.00 $18,000.00
30-30-320-6501 - Public Meeting Expense $4,000.00 $5,000.00 $1,000.00
30-35-325-8201 - ARCHITECT/ENGINEERING SERVS $299,400.00 $479,400.00 $180,000.00
30-35-325-8202 - ENVIRONMENTAL/PLANNING SERVICES $121,800.00 $141,800.00 $20,000.00
30-35-325-8205 - CONSTRUCTION $5,647,650.00 $5,447,650.00 ($200,000.00)
30-61-631-8201 - ARCHITECT/ENGINEERING SERVS $28,800.00 $0.00 ($28,800.00)
30-61-631-8205 - CONSTRUCTION $265,650.00 $35,650.00 ($230,000.00)
30-61-641-8205 - CONSTRUCTION $69,000.00 $299,000.00 $230,000.00
MAA - Capital (30)($28,800.00)
40-20-230-8101.01 - Land Purchase $512,000.00 $3,663,731.00 $3,151,731.00
40-35-325-8205 - CONSTRUCTION $431,250.00 $239,148.10 ($192,101.90)
40-35-325-8113 - Demolition $0.00 $192,101.90 $192,101.90
40-61-641-8205 - CONSTRUCTION $368,000.00 $318,000.00 ($50,000.00)
General Fund - Capital (40)$3,101,731.00
Total Budget Amendments - Increase / (Decrease)$3,339,931.00
R-17-122
Meeting 17-28
November 8, 2017
AGENDA ITEM 6
AGENDA ITEM
Resolutions Authorizing the Issuance of the 2018 Series A Refunding Bonds, 2018 Series B
Parity Bonds, 2018 Series General Obligation Bonds, and Approving Related Documents and
Associated Actions.
GENERAL MANAGER AND CONTROLLER’S RECOMMENDATION
Adopt Resolutions authorizing issuance of not to exceed $30 million in 2018 Series A Refunding
Bonds (Green Bonds), not to exceed $20 million in 2018 Series B Parity Bonds, and not to
exceed $60 million in 2018 Series General Obligation Bonds (Green Bonds), and approving the
related documents, such as supplemental indentures and escrow agreements.
SUMMARY
The Resolution authorizes the District to issue and sell, by negotiated sale, bonds not to exceed
$30 million in 2018 Series A Refunding Bonds (Green Bonds), not to exceed $20 million in
2018 Series B Parity Bonds, and not to exceed $60 million in 2018 Series General Obligation
Bonds (Green Bonds), and approves the related documents, such as indentures and escrow
agreements. The purpose of the 2018 Series A Refunding Bonds (Green Bonds) is to refinance
the callable portion of the District’s 2012 Refunding Promissory Notes (“Prior Bonds”) to take
advantage of today’s very low interest rates and achieve significant debt service savings. The
purpose of the 2018 Series B Parity Bonds (non-Measure AA) is to provide sufficient cash
available for the remodel of new staffing facilities. The purpose of the 2018 Series General
Obligation Bonds (Green Bonds) is to provide the next tranche of funding under Measure AA for
capital projects and land acquisitions.
DISCUSSION
The proposal is to issue a new tranche of Measure AA Bonds, and to achieve a certain efficiency
in document preparation and marketing, a new money bond for facilities, and a simultaneous
advance refunding of the 2012 Refunding Promissory Notes:
•2018 Series A Refunding Bonds (Green Bonds)
•2018 Series B Parity Bonds
•2018 Series General Obligation Bonds (Green Bonds)
R-17-122 Page 2
2018 Series A Refunding Bonds (Green Bonds)
The 2012 Refunding Promissory Notes were issued by the District to advance refund the 1999
Revenue Bonds.
An advance refunding of the 2012 Refunding Promissory Notes provides the District the
opportunity to generate approximately $18.9 million in cash-flow savings, based on calculations
on October 23, 2017. The net present value of these savings would be $7.9 million and reduces
the final maturity by five years, from 2041 to 2037. The projected savings and final maturity are
subject to change due to market fluctuations.
Principal Amount Not to exceed $30 million
Debt Service Savings At least 5.00%
Final Maturity No later than September 1, 2041
2018 Series B Parity Bonds
The District is purchasing staff facilities, including a new Administrative Office (AO), which
requires remodeling. The District currently has $30 million in committed reserves for
infrastructure. The acquisition cost is approximately $35 million and the remodel costs are
estimated to be $9 million. The 2018 Series B Parity Bonds will provide adequate funds to
complete the acquisitions and remodels. This series is expected to have a maturity of 10 years,
with an anticipated call feature at 5 years.
Principal Amount Not to exceed $20 million
Total Interest Cost Not to exceed 5.00%
Final Maturity No later than September 1, 2032
2018 Series General Obligation Bonds (Green Bonds)
The first tranche of bonds authorized under Measure AA was issued in 2015 ($40 million tax-
exempt Series A and $5 million taxable Series B). The proceeds from the tax-exempt bonds have
been expended and need to be replenished by the proposed bond issue in order to continue
progress on Measure AA capital projects, as well as potential land acquisitions under Measure
AA.
Principal Amount Not to exceed $60 million
Total Interest Cost Not to exceed 5.00%
Final Maturity No later than September 1, 2048
R-17-122 Page 3
Parties to the Transactions:
The external bond team is the same team that was in place for the successful 2016 Green Bonds
Refunding:
1. Issuer: Midpeninsula Regional Open Space District
2. Trustee: Zions Bank
3. Escrow Agent: BNY Mellon
4. Underwriter: Morgan Stanley
5. Bond Counsel: Orrick Herrington & Sutcliffe
6. Disclosure Counsel: Schiff-Hardin
7. Financial Adviser: Backstrom McCarley Berry
Duties of the Parties:
1. Issuer: Issues bonds, makes principal and interest payments.
2. Trustee: Administers bonds for the benefit of the holders, collects
principal and interest from the District, makes bond payments to
to holders.
3. Escrow Agent: Hold the defeasance securities, make principal and interest
payments on the defeased 2012 Bonds prior to call date; and
redeems the 2012 Bonds.
4. Underwriter: Purchases bonds from the District and sells them to investors in the
capital market.
5. Bond Counsel: Prepares bond documents, opines on the bonds’ validity; assures
buyers of the tax-exempt status of the bonds.
6. Disclosure Counsel: Drafts District Official Statement and advises on compliance
with federal securities laws.
7. Financial Advisor: Verify fair pricing on the bonds; verify bond purchase price.
FISCAL IMPACT
Based on current rates and calculations, the sale of the proposed 2018 Series A Refunding Bonds
(Green Bonds) will reduce overall District debt service payments by approximately $18.9 million
over the next twenty-five years. The 2018 Series B Parity Bonds are currently estimated to have
a $1.64 million annual debt service for 10 years. The 2018 Series General Obligation Bonds are
currently estimated to have a $2.6-$2.8 million annual debt service for 30 years.
The proposed bond issuances are consistent with the District’s long-term financial model.
BOARD COMMITTEE REVIEW
The sale of the proposed series of 2018 Bonds was not reviewed by a committee.
PUBLIC NOTICE
Notice was provided pursuant to the Brown Act. No additional notice is necessary.
R-17-122 Page 4
CEQA COMPLIANCE
No compliance is required as this action is not a project under CEQA.
NEXT STEPS
If approved by the Board, staff will proceed with finalization of the documents to sell the
bondsin 2018.
The timeline is as follows:
11/15/2017 FYI to the Board with the Draft Preliminary Official Statement
12/06/2017 Board Reviews and Approves Preliminary Official Statement
December, 2017 Marketing
January, 2018 Pricing and Sale of the Bonds
February, 2018 Closing of the Transaction
February, 2018 Post-sale evaluation report to the Board
Attachments:
1. Resolution authorizing Refunding and Parity Bonds 2018 Series A and B
2. First Supplemental Indenture for 2018 Series A and B
3.Escrow Agreement for 2018 Series A
4. Bond Purchase Agreement for 2018 Series A and B
5. Resolution authorizing 2018 Series General Obligation Bonds
6.Fiscal Agent Agreement for 2018 Series General Obligation Bonds
7. Bond Purchase Agreement for 2018 Series General Obligation Bonds
Responsible Manager:
Stefan Jaskulak, Chief Financial Officer
Prepared by:
Stefan Jaskulak, Chief Financial Officer
OHSUSA:767472073.6
RESOLUTION NO. 17-____
A RESOLUTION OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
AUTHORIZING THE ISSUANCE AND PRESCRIBING THE TERMS OF SALE OF
NOT TO EXCEED $50,000,000 OF BONDS; APPROVING THE FORMS AND
EXECUTION OF A FIRST SUPPLEMENTAL INDENTURE, A PURCHASE
CONTRACT, AN ESCROW AGREEMENT AND DOCUMENTS AND CERTIFICATES;
AND AUTHORIZING TAKING OF NECESSARY AND INCIDENTAL ACTIONS
RELATING TO SAID BONDS
WHEREAS, the Midpeninsula Regional Open Space District (the “District”)
previously issued its 1992 Promissory Notes (Santa Clara and San Mateo Counties, California)
(the “1992 Notes”) in the aggregate principal amount of $8,000,000 in order to finance the
acquisition of open space lands and facilities;
WHEREAS, the District previously further entered into a Project Lease dated as
of January 1, 1999 (the “1999 Project Lease”) with the Midpeninsula Regional Open Space
District Financing Authority (the “Authority”) for the purpose of (i) financing the acquisition of
open space and (ii) refunding on an advance basis all of the District’s outstanding 1992 Notes;
WHEREAS, the Authority previously issued its 1999 Revenue Bonds (the “1999
Authority Bonds”) pursuant to a Trust Agreement dated as of January 1, 1999, by and between
the Authority and The Bank of New York Mellon Trust Company, N.A., as successor trustee, in
the aggregate principal amount of $29,663,021.15;
WHEREAS, in order to refinance the 1999 Project Lease and to allow for the
defeasance and refunding of the outstanding 1999 Authority Bonds, the District previously
further issued its 2012 Refunding Promissory Notes (1999 Project Lease) (Current Interest
Notes) (the “2012 Current Interest Notes”) currently outstanding in the aggregate principal
amount of $13,730,000, and its 2012 Refunding Promissory Notes (1999 Project Lease) (Capital
Appreciation Notes) (the “2012 Capital Appreciation Notes” and, together with the 2012 Current
Interest Notes, the “2012 Notes”) currently outstanding in the aggregate principal amount of
$15,474,707.20;
WHEREAS, the outstanding 2012 Current Interest Notes maturing on and after
September 1, 2023 are subject to optional redemption on September 1, 2022 and on any date
thereafter, and the outstanding 2012 Capital Appreciation Notes which are term notes maturing
on September 1, 2037 and September 1, 2041, respectively, are subject to optional redemption on
September 1, 2022 and on any date thereafter;
WHEREAS, the District has determined that it is in the best interests of the
District and is necessary and proper for District purposes that the District issue its Midpeninsula
Regional Open Space District Green Bonds, 2018 Refunding Series A (the “2018 Series A
Refunding Bonds”) to advance refund all or a portion of its outstanding obligations under the
2012 Notes;
ATTACHMENT 1
OHSUSA:767472073.6
WHEREAS, the District has further determined that it is in the best interest of the
District and is necessary and proper for District purposes that, pursuant to and in accordance with
Section 5544.2 of the District Act (as hereinafter defined), the District issue new indebtedness,
evidenced by contract in the form of bonds between the District and the owners thereof, to be
designated as the Midpeninsula Regional Open Space District Parity Bonds, 2018 Series B (the
“2018 Series B Parity Bonds”) to finance a portion of the cost of acquisition and improvement of
staffing facilities (the “Project”);
WHEREAS, the District has further determined that the 2018 Series A Refunding
Bonds and the 2018 Series B Parity Bonds may be issued as two series or in such series or
subseries of bonds as shall be convenient (collectively, the “Bonds”) and shall be issued as parity
obligations pursuant to the Indenture, dated as of September 1, 2016 (the “Indenture”), by and
between the District and Zions Bank, a division of ZB, National Association, and a First
Supplemental Indenture thereto (the “First Supplemental Indenture”);
WHEREAS, the District is designating the 2018 Series A Refunding Bonds as
“Green Bonds” to allow investors to invest directly in bonds that finance environmentally
beneficial projects, as the proceeds of the bonds will be used to refinance the acquisition and
preservation of properties that have been dedicated for open space purposes;
WHEREAS, the District acquires and preserves, or returns to its natural state,
such lands for scenic beauty and enjoyment, the protection of natural vegetation, wildlife and
agriculture, and establishes boundaries for urban growth and enhances quality of life, recreation
in nature and educational opportunities through the creation of a regional greenbelt;
WHEREAS, the District has determined that open space protects and restores the
natural environment and promotes healthier living by providing opportunities for ecologically
sensitive public enjoyment and education;
WHEREAS, the District has determined that expanded staffing facilities are
critical to provide high quality District services, functions, programs, and the necessary staffing
to ensure the continued protection of open space lands, restoration of natural resources, and
provision for ecologically sensitive public enjoyment and education;
WHEREAS, this District is authorized, and now wishes, to issue the 2018 Series
A Refunding Bonds pursuant to and in accordance with Article 3 of Chapter 3 of Division 5 of
the Public Resources Code (the “District Act”), and all laws amendatory thereof or supplemental
thereto, including Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the
Government Code of the State of California (together with the District Act, the “Law”), to (i)
refund all or a portion of the outstanding 2012 Notes (the refunded portion of the 2012 Notes, the
“Prior Notes”) and (ii) pay costs of issuance of the 2018 Series A Refunding Bonds;
WHEREAS, this District is authorized, and now wishes, to issue the 2018 Series
B Parity Bonds pursuant to and in accordance with Section 5544.2 of the District Act, and all
laws amendatory thereof or supplemental thereto, to (i) to pay a portion of the cost of the Project
and (ii) pay costs of issuance of the 2018 Series B Parity Bonds;
OHSUSA:767472073.6
WHEREAS, this Board acknowledges that refinancing any of the Prior Notes
more than 90 days in advance of the date of redemption thereof shall preclude any tax-exempt
advance refunding of the portion of bonds issued for such purpose;
WHEREAS, this Board has been presented with forms of:
•a First Supplemental Indenture by and between the District and
Zions Bank, a division of ZB, National Association;
•an Escrow Agreement by and between the District, the Authority
and The Bank of New York Mellon Trust Company, N.A.; and
•a Bond Purchase Agreement (the “Bond Purchase Contract”) by
and between the District and Morgan Stanley & Co., LLC (the
“Underwriter”);
WHEREAS, a preliminary form of an official statement with respect to the
Bonds (the “Official Statement”) will be presented to the Board for approval at its meeting of
December 6, 2017;
WHEREAS, Backstrom McCarley Berry & Co., LLC shall serve as the Financial
Advisor to the District;
WHEREAS, Orrick, Herrington & Sutcliffe, LLP shall serve as Bond Counsel to
the District, and Schiff Hardin LLP shall serve as Disclosure Counsel to the District;
WHEREAS, the Board deems it necessary and desirable to authorize the sale of
said bonds by a negotiated sale to the Underwriter;
WHEREAS, Zions Bank, a division of ZB, National Association, has been
retained by the District to, and will, act as Trustee (the “Trustee”) with respect to the Bonds;
WHEREAS, the Board has examined and approved each form of document
presented to it and desires to authorize and direct the execution and delivery of such documents
(with such changes as are permitted below) and the consummation of the financing contemplated
herein and therein; and
WHEREAS, the District has full legal right, power and authority under the
Constitution and the laws of the State of California to enter into the transactions hereinafter
authorized;
NOW, THEREFORE, BE IT RESOLVED by the Midpeninsula Regional Open
Space District, as follows:
Section 1. Recitals. The District hereby specifically finds and declares that
the actions authorized hereby constitute and are with respect to public affairs of the District and
that the statements, findings and determinations of the District set forth above are true and
correct.
OHSUSA:767472073.6
Section 2. Authorization of Issue of Bonds. The District hereby authorizes
the issuance and sale, from time to time, by negotiated sale, of not to exceed $30,000,000
aggregate principal amount of 2018 Series A Refunding Bonds and not to exceed $20,000,000
aggregate principal amount of 2018 Series B Parity Bonds. The Bonds may be issued as tax-
exempt or taxable bonds in one or more series or subseries. The 2018 Series A Refunding Bonds
shall be designated the “Midpeninsula Regional Open Space District Green Bonds, 2018
Refunding Series A” with such revised or additional designations as the General Manager or his
written designee, the Controller, or the Chief Financial Officer / Director of Administrative
Services, (each an “Authorized Officer”) may deem necessary or desirable. The 2018 Series B
Parity Bonds shall be debt obligations issued under Section 5544.2 of the District Act, and shall
be evidenced by a contract in the form of bonds between the District and the owners thereof. The
2018 Series B Parity Bonds shall be designated the “Midpeninsula Regional Open Space District
Parity Bonds, 2018 Series B,” with such revised or additional designations as the Authorized
Officers may deem necessary or desirable. The principal of and interest on the Bonds shall be
payable solely from the District’s portion of the one percent ad valorem property tax levy within
the District (the “Revenue”) as pledged under the Indenture and the District is not obligated to
pay the principal or interest on such Bonds except from such pledged Revenue.
Section 3. First Supplemental Indenture. The form of First Supplemental
Indenture by and between the District and the Trustee, on file with the District Clerk of the
Board (the “Clerk”), is hereby approved and the Authorized Officers are hereby severally
authorized and directed to execute and deliver the First Supplemental Indenture in substantially
said form, with such changes therein as such officers may require or approve, such approval to
be conclusively evidenced by the execution and delivery thereof.
Section 4. Sale of Bonds; Bond Purchase Contract. The Board hereby
authorizes the issuance of the Bonds by negotiated sale to the Underwriter and the Board has
found and determined the following reasons therefor: (1) provide more flexibility in the timing of
the sale of the bonds; (2) result in a lower overall cost of borrowing; (3) provide more flexibility
in the debt structure; (4) allow the District to work with participants familiar with the District;
and (5) increase the opportunity to pre-market the Bonds for sale to local residents and other
investors.
The form of Bond Purchase Contract by and between the Underwriter and the District on
file with the Clerk, is hereby approved. The Authorized Officers are hereby severally authorized
and directed to execute and deliver the Bond Purchase Contract in substantially said form, with
such changes therein as such officer may require or approve, such approval to be conclusively
evidenced by the execution and delivery thereof and pursuant thereto to sell the Bonds to the
Underwriter for the purchase price set forth in the Bond Purchase Contract; provided, however,
that said price to be not less than the principal amount of the Bonds less an underwriting discount
which shall not exceed 0.475% (exclusive of any original issue discount) of the principal amount
of the Bonds (which this Board hereby determines reflects an underwriter’s spread that is both
reasonable and customary under the prevailing market conditions).
With respect to the 2018 Series A Refunding Bonds, the Bond Purchase Contract shall
provide that: (i) no such bond shall mature later than September 1, 2041 and (ii) the present value
OHSUSA:767472073.6
of the debt service savings with respect to the Prior Notes shall be at least 5.00% of the aggregate
principal amount of such Prior Notes.
With respect to the 2018 Series B Parity Bonds, the Bond Purchase Contract shall
provide that: (i) no such bond shall mature later than September 1, 2032; (ii) no such bond shall
bear interest at a rate greater than 5.50% per annum; and (iii) the true interest cost of such bonds
shall not exceed 5.00%.
Section 5. Costs of Issuing the Bonds. The estimated costs of issuance of the
Bonds, excluding the underwriting discount, do not exceed 1.00% of the principal amount of the
Bonds sold.
Section 6. Escrow Agreement. The form of Escrow Agreement by and
between the District, the Authority and The Bank of New York Mellon Trust Company, N.A., as
Escrow Agent, on file with the Clerk is hereby approved. The Authorized Officers are hereby
severally authorized and directed to execute and deliver the Escrow Agreement in substantially
said form, with such changes therein as such officer may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 7. Ratification of Actions. All actions heretofore taken by the
officers and agents of the District with respect to the sale, execution and delivery of the Bonds and
the other transactions authorized and contemplated herein are hereby approved, confirmed and
ratified.
Section 8. Approval of Further Actions. The officers of the District are
hereby authorized and directed, jointly and severally, to do any and all things which they may
deem necessary or advisable in order to consummate the transactions herein authorized and
otherwise to carry out, give effect to and comply with the terms and intent of this Resolution,
including, but not limited to: preparation of the form of Official Statement and presenting such
form to the Board; authorizing the preparation and distribution of all rating and marketing
materials necessary for the sale of the Bonds; purchase of escrow securities; engaging certified
public accountants to verify the sufficiency of funds deposited in escrow; and paying costs of
issuance. The President of the Board, the Clerk, the Authorized Officers, and the other officers
of the District are hereby severally authorized and directed to execute and deliver any and all
documents, written requests, certificates and representations, including but not limited to
signature certificates, no-litigation certificates, tax and rebate certificates, the letter of
representations to The Depository Trust Company and certificates concerning the contents of the
Official Statement distributed in connection with the sale of the Bonds, necessary or desirable to
accomplish the transactions set forth above and to administer the documents authorized hereby.
The Authorized Officers may execute and deliver one or more of each of the documents the form
of which were presented to the Board herewith and approved hereby.
Section 9. Notice to California Debt and Investment Advisory Commission.
The Board hereby authorizes and directs Bond Counsel to cause notices of the proposed sale and
final sale of the Bonds to be filed in a timely manner with the California Debt and Investment
Advisory Commission pursuant to Section 8855 of the Government Code. The issuance of the
Bonds will be made in compliance with the District’s adopted debt policy.
OHSUSA:767472073.6
Section 10. Contract with Bond Owners. The provisions of this Resolution
shall be a contract with each and every owner of Bonds and the duties of the District and of the
Board and the officers of the District shall be enforceable by any bond owner by mandamus or
other appropriate suit, action or proceeding in any court of competent jurisdiction.
Section 11. Effective Date. This Resolution shall take effect from and after its
date of adoption.
* * * * * * * * * * * * * * * * * * * *
PASSED AND ADOPTED this 8th day of November, 2017 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
______________________________________ ______________________________________
Clerk
Board of Directors
President
Board of Directors
APPROVED AS TO FORM:
______________________________________
General Counsel
OHSUSA:767472073.6
CLERK’S CERTIFICATE
I, Jennifer Woodworth, District Clerk of the Board of the Midpeninsula Regional
Open Space District, hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a
regular meeting of the Board of Directors of said District duly and regularly held at the regular
meeting place thereof on the 8th day of November, 2017, of which meeting all of the members of
said Board had due notice and at which a majority thereof were present; and at said meeting said
resolution was adopted by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
An agenda of said meeting was posted at least 72 hours before said meeting at
330 Distel Circle, Los Altos, California, a location freely accessible to members of the public,
and a brief general description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting on
file and of record in my office; the foregoing resolution is a full, true and correct copy of the
original resolution adopted at said meeting and entered in said minutes; and said resolution has
not been amended, modified or rescinded since the date of its adoption, and the same is now in
full force and effect.
WITNESS my hand and the seal of the Midpeninsula Regional Open Space
District this day of November, 2017.
________________________________________
District Clerk
OH&S Draft – 11/2/17
OHSUSA:767562287.4
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 1, 2018
by and between the
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
and
ZIONS BANK, A DIVISION OF ZB, NATIONAL ASSOCIATION, as Trustee
Relating to the
Midpeninsula Regional Open Space District
Green Bonds, 2018 Refunding Series A
and
Midpeninsula Regional Open Space District
Parity Bonds, 2018 Series B
ATTACHMENT 2
TABLE OF CONTENTS
Page
-i-
OHSUSA:767562287.4
ARTICLE XII DEFINITIONS ...................................................................................................... 2
Section 12.01. Definitions.................................................................................................. 2
ARTICLE XIII FINDINGS, DETERMINATIONS AND DIRECTIONS ................................... 3
Section 13.01. Findings and Determinations ..................................................................... 3
Section 13.02. Recital in Bonds ......................................................................................... 3
Section 13.03. Effect of Findings and Recital ................................................................... 3
ARTICLE XIV AUTHORIZATION AND REDEMPTION OF 2018 BONDS........................... 4
Section 14.01. Principal Amount, Designation and Series ................................................ 4
Section 14.02. Purpose and Application of Proceeds ........................................................ 4
Section 14.03. Form of 2018 Bonds .................................................................................. 5
Section 14.04. Date, Maturities and Interest Rates ............................................................ 5
Section 14.05. Interest Payment of 2018 Bonds ................................................................ 5
Section 14.06. Redemption of the 2018 Bonds.................................................................. 6
ARTICLE XV ESTABLISHMENT OF FUNDS AND ACCOUNTS AND
APPLICATION THEREOF ...................................................................... 7
Section 15.01. Funds and Accounts ................................................................................... 7
Section 15.02. 2018 Project Fund ...................................................................................... 7
Section 15.03. 2018 Series A Costs of Issuance Account ................................................. 8
Section 15.04. 2018 Series B Costs of Issuance Account.................................................. 8
ARTICLE XVI MISCELLANEOUS ............................................................................................ 8
Section 16.01. Continuing Disclosure ............................................................................... 8
Section 16.02. Tax Certificate ........................................................................................... 9
Section 16.03. Severability ................................................................................................ 9
Section 16.04. Parties Interested Herein ............................................................................ 9
Section 16.05. Headings Not Binding................................................................................ 9
Section 16.06. Indenture to Remain in Effect .................................................................... 9
Section 16.07. Effective Date of First Supplemental Indenture ........................................ 9
Section 16.08. Execution in Counterparts .......................................................................... 9
EXHIBIT A-1 FORM OF 2018 SERIES A REFUNDING BONDS
EXHIBIT A-2 FORM OF 2018 SERIES B PARITY BONDS
OHSUSA:767562287.4
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 1, 2018 (this “First
Supplemental Indenture”), 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 ZIONS BANK, A DIVISION OF ZB,
NATIONAL ASSOCIATION, a national banking association duly organized and existing under
and by virtue of the laws of the United States of America and authorized to accept and execute
trusts of the character herein set forth, as trustee (the “Trustee”):
WITNESSETH:
WHEREAS, this First Supplemental Indenture is supplemental to the Indenture, dated as
of September 1, 2016 (as supplemented and amended from time to time pursuant to its terms, the
“Indenture”), between the District and the Trustee;
WHEREAS, the Indenture provides that the District may issue Parity Obligations from
time to time as authorized by a Supplemental Indenture, which Parity Obligations are to be
payable from Revenues and from such other sources as may be specified with respect to a
particular series of Parity Obligations in the Supplemental Indenture authorizing such Series;
WHEREAS, the District desires to provide at this time for the issuance of a series of
Bonds to be designated the “Midpeninsula Regional Open Space District Green Bonds, 2018
Refunding Series A” (the “2018 Series A Refunding Bonds”), all for the purpose of providing
funds to redeem all or a portion of the District’s outstanding 2012 Refunding Promissory Notes
(1999 Project Lease) (Current Interest Notes) (the “2012 Current Interest Notes”) currently
outstanding in the aggregate principal amount of $13,730,000 and 2012 Refunding Promissory
Notes (1999 Project Lease) (Capital Appreciation Notes) (the “2012 Capital Appreciation Notes”
and, together with the 2012 Current Interest Notes, the “2012 Notes”) currently outstanding in
the aggregate principal amount of $15,474,707.20 and (ii) paying costs of issuance of the 2018
Series A Refunding Bonds; and
WHEREAS, the District desires to provide at this time for the issuance of a second series
of Bonds to be designated the “Midpeninsula Regional Open Space District Parity Bonds, 2018
Series B” (the “2018 Series B Parity Bonds” and, together with the 2018 Series A Refunding
Bonds, the “2018 Bonds”), all for the purpose of (i) financing a portion of the cost of acquisition
and improvement of staffing facilities (the “Project”, as further defined in Section 12.01) and (ii)
paying costs of issuance of the 2018 Series B Parity Bonds;
NOW, THEREFORE, the parties hereto hereby agree as follows:
2 OHSUSA:767562287.4
ARTICLE XII
DEFINITIONS
Section 12.01. Definitions.
(a) Definitions. Unless the context otherwise requires, or as otherwise
provided in subsection (b) of this Section, all terms that are defined in Section 1.01 of the
Indenture shall have the same meanings in this First Supplemental Indenture.
(b) Additional Definitions. Unless the context otherwise requires, the
following terms shall, for all purposes of this First Supplemental Indenture, have the following
meanings:
“Authorized Denominations” means, with respect to 2018 Bonds, $5,000 and any
integral multiple thereof.
“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate of the
District relating to the 2018 Bonds.
“Interest Payment Date” means for the 2018 Bonds each [March 1] and [September 1],
commencing [March 1, 2018] and, in any event, the final maturity date or redemption date of
each 2018 Bond.
“Issue Date” means, with respect to the 2018 Bonds, the date on which the 2018 Bonds
are first delivered to the purchasers thereof.
“Redemption Price” means, with respect to any 2018 Bonds or a portion thereof, 100%
of the principal amount thereof to be redeemed, plus the applicable premium, if any, payable
upon redemption thereof pursuant to such Bond or this First Supplemental Indenture.
“First Supplemental Indenture” means this First Supplemental Indenture, between the
District and the Trustee, as amended and supplemented from time to time.
“Project” means the acquisition and improvement of District staffing facilities
[additional project details to be inserted].
“2012 Notes” means the District’s outstanding 2012 Refunding Promissory Notes (1999
Project Lease) (Current Interest Notes) and 2012 Refunding Promissory Notes (1999 Project
Lease) (Capital Appreciation Notes), issued under an Indenture dated as of February 1, 2012, by
and between the District and the 2012 Trustee.
“2012 Notes Escrow Agent” means The Bank of New York Trust Company, N.A., as
escrow agent, relating to the defeasance of the outstanding 2012 Notes.
“2012 Notes Escrow Agreement” means the Escrow Agreement, dated as of February 1,
2018, between the District and 2012 Notes Escrow Agent, relating to the defeasance of the
outstanding 2012 Notes.
3 OHSUSA:767562287.4
“2012 Trustee” means The Bank of New York Mellon Trust Company, N.A.
“2018 Bonds” means, collectively, the 2018 Series A Refunding Bonds and the 2018
Series B Parity Bonds.
“2018 Bonds Tax Certificate” means the Tax Certificate executed on behalf of the
District in connection with the issuance of the 2018 Bonds.
“2018 Project Fund” means the 2018 Project Fund established pursuant to
Section 15.02.
“2018 Series A Costs of Issuance Account” means the 2018 Series A Costs of Issuance
Account established pursuant to Section 15.03.
“2018 Series A Refunding Bonds” means the “Midpeninsula Regional Open Space
District Green Bonds, 2018 Refunding Series A” issued under this First Supplemental Indenture.
“2018 Series B Costs of Issuance Account” means the 2018 Series B Costs of Issuance
Account established pursuant to Section 15.04.
“2018 Series B Parity Bonds” means the “Midpeninsula Regional Open Space District
Parity Bonds, 2018 Series B” issued under this First Supplemental Indenture.
ARTICLE XIII
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 13.01. Findings and Determinations. The District hereby finds and determines
that the 2018 Bonds shall be issued pursuant to Section 2.12 and upon the issuance of the 2018
Bonds, any and all acts, conditions and things required to exist, to happen and to be performed,
precedent to and in the issuance thereof, will exist, will have happened and will have been
performed, in due time, form and manner, as required by the Constitution and statutes of the
State.
Section 13.02. Recital in Bonds. There shall be included in each of the definitive 2018
Bonds, and also in each of the temporary 2018 Bonds, if any are issued, a certification and recital
that any and all acts, conditions and things required to exist, to happen and to be performed,
precedent to and in the incurring of the indebtedness evidenced by that 2018 Bonds, and in the
issuing of that 2018 Bonds, exist, have happened and have been performed in due time, form and
manner, as required by the Constitution and statutes of the State and the Act, and that said 2018
Bonds, together with all other indebtedness of the District payable out of Revenues, is within
every debt and other limit prescribed by the Constitution and statutes of the State and the Act,
and that such certification and recital shall be in such form as is set forth in the form of the 2018
Bonds attached hereto as Exhibit A.
Section 13.03. Effect of Findings and Recital. From and after the issuance of the 2018
Bonds, the findings and determinations herein shall be conclusive evidence of the existence of
4 OHSUSA:767562287.4
the facts so found and determined in any action or proceeding in any court in which the validity
of the 2018 Bonds is at issue.
ARTICLE XIV
AUTHORIZATION AND REDEMPTION OF 2018 BONDS
Section 14.01. Principal Amount, Designation and Series. Pursuant to each and every
requirement of the Law and hereof, a series of Bonds entitled to the benefit, protection and
security of such provisions is hereby authorized in the aggregate principal amount of $[Series A
Principal]. Such Bonds shall be designated as, and shall be distinguished from the Bonds of all
other Series by the title, “Midpeninsula Regional Open Space District Green Bonds, 2018
Refunding Series A.”
Pursuant to each and every requirement of the Law and hereof, a series of Bonds
entitled to the benefit, protection and security of such provisions is hereby authorized in the
aggregate principal amount of $[Series B Principal]. Such Bonds shall be debt obligations issued
under Section 5544.2 of Article 3 of Chapter 3 of Division 5 of the Public Resources Code and
shall be evidenced by contract in the form of bonds between the District and the Owners thereof
for repayment of the debt evidenced thereby, and shall be designated as, and shall be
distinguished from the Bonds of all other Series by the title, “Midpeninsula Regional Open
Space District Parity Bonds, 2018 Series B.”
The 2018 Bonds may contain or have endorsed thereon such descriptive
provisions, specifications and words not inconsistent with the provisions hereof as may be
desirable or necessary 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 prior to the
delivery thereof.
Section 14.02. Purpose and Application of Proceeds. The 2018 Series A Refunding
Bonds are issued for the purpose of refunding all or a portion of the District’s outstanding
obligations under the 2012 Notes (the refunded portion of the 2012 Notes, the “Prior Notes”).
The 2018 Series B Parity Bonds are issued for the purpose of financing, refinancing and/or
reimbursing the District for its payment of the costs of the Project. In addition, a portion of the
proceeds will be applied to pay Costs of Issuance of the 2018 Bonds. The net proceeds from the
sale of the 2018 Bonds in the amount of $[___________] shall be received by the Trustee, and
the Trustee shall deposit such funds as follows:
(a) $[___________] of the proceeds of the 2018 Series A Refunding Bonds
shall be deposited with the 2012 Notes Escrow Agent for the purpose of defeasing the
Prior Notes pursuant to the 2012 Notes Escrow Agreement;
(b) $[___________] of the proceeds of the 2018 Series B Parity Bonds shall
be deposited in the 2018 Project Fund;
(c) $[___________] of the proceeds of the 2018 Series A Refunding Bonds
shall be deposited in the 2018 Series A Costs of Issuance Account; and
5 OHSUSA:767562287.4
(d) $[___________] of the proceeds of the 2018 Series B Parity Bonds shall
be deposited in the 2018 Series B Costs of Issuance Account.
Section 14.03. Form of 2018 Bonds. The 2018 Bonds and the authentication and
registration endorsement and assignment to appear thereon shall be substantially in the forms
attached hereto as Exhibit A.
Section 14.04. Date, Maturities and Interest Rates. (a) The 2018 Bonds shall be shall
be dated the date of the initial delivery thereof, and shall mature on the dates and in the principal
amounts and shall bear interest at the rates per annum as follows:
Maturity Date
([September] 1) Principal Amount Interest Rate
20__ $ %
* Term Bond
Interest on the 2018 Bonds shall be computed on the basis of a 360-day year composed of
twelve 30 day months.
Section 14.05. Interest Payment of 2018 Bonds. The interest on the 2018
Bonds shall be computed on the basis of a 360-day year of twelve (12) 30-day calendar months,
and shall be payable on [March 1, 2018], and semiannually thereafter on [March 1] and
[September 1] in each year. The 2018 Bonds shall bear interest from the Interest Payment Date
next preceding the date of authentication thereof, unless they are authenticated on a day during
6 OHSUSA:767562287.4
the period from the Record Date for an Interest Payment Date to such Interest Payment Date,
both dates inclusive, in which event they shall bear interest from such Interest Payment Date, or
unless they are authenticated on a day on or before the Record Date for the first Interest Payment
Date, in which event they shall bear interest from their date; provided, that if at the time of
authentication of any 2018 Bond interest is then in default on the Outstanding 2018 Bonds, such
2018 Bond shall bear interest from the Interest Payment Date to which interest has previously
been paid or made available for payment on the Outstanding 2018 Bonds.
Section 14.06. Redemption of the 2018 Bonds.
(a) Optional Redemption. The 2018 Bonds maturing on or after
[September] 1, 20__ shall be subject to redemption prior to their respective stated maturity dates
at the option of the District, from any source of available funds, as a whole or in part on any date
on or after [September] 1, 20__, at a redemption price equal to the principal amount of such 2018
Bonds called for redemption, together with accrued interest thereon to the date fixed for
redemption, without premium.
(b) Mandatory Sinking Fund Redemption. The $[________] Term Bond
maturing on [September] 1, 20__, is also subject to mandatory sinking fund redemption on each
Mandatory Sinking Fund Redemption Date and in the respective principal amounts as set forth in
the following schedule, at a redemption price equal to 100% of the principal amount thereof to
be redeemed (without premium), together with interest accrued thereon to the date fixed for
redemption:
Mandatory Sinking Fund
Redemption Date
([September] 1)
Principal Amount
To be Redeemed
20__ $
20__†
† Maturity.
(c) The District shall give the Trustee written notice at least thirty (30) days
(or such lesser time period acceptable to the Trustee) before any date fixed for the redemption of
the 2018 Bonds called for redemption pursuant to Section 14.06(a), designating the portion
thereof called for redemption and the date of such redemption and the Trustee shall mail a notice
of redemption in accordance with Section 4.03 pursuant to such Written Request of the District.
7 OHSUSA:767562287.4
ARTICLE XV
ESTABLISHMENT OF FUNDS AND ACCOUNTS
AND APPLICATION THEREOF
Section 15.01. Funds and Accounts. The following funds and accounts are hereby
established in connection with the 2018 Bonds:
(a) To ensure the proper application of such portion of proceeds from the sale
of the 2018 Series B Parity Bonds to be applied to pay costs of the Project, there is hereby
established the 2018 Project Fund, such fund to be held by the Trustee.
(b) To ensure the proper application of such portion of proceeds from the sale
of the 2018 Series A Refunding Bonds to be applied to pay Costs of Issuance of the 2018 Series
A Refunding Bonds, there is hereby established the 2018 Series A Costs of Issuance Account,
such account to be established within the Costs of Issuance Fund and held by the Trustee.
(c) To ensure the proper application of such portion of proceeds from the sale
of the 2018 Series B Parity Bonds to be applied to pay Costs of Issuance of the 2018 Bonds,
there is hereby established the 2018 Series B Costs of Issuance Account, such account to be
established within the Costs of Issuance Fund and held by the Trustee.
Section 15.02. 2018 Project Fund. The Trustee shall establish the 2018 Project Fund.
The monies set aside and placed within the 2018 Project Fund shall remain therein until from
time to time expended for the purpose of paying the costs of the Project with respect to the 2018
Series B Parity Bonds and shall not be used for any other purpose whatsoever.
(a) Before any payment from the 2018 Project Fund shall be made by the
Trustee, the District shall file or cause to be filed with the Trustee a Written Request of the
District, such Written Request to be signed by an authorized officer of the District and to
include: (i) the item number of such payment; (ii) the name and address of the person to whom
each such payment is due, which may be the District in the case of reimbursement for costs
theretofore paid by the District; (iii) the respective amounts to be paid; (iv) the purpose by
general classification for which each obligation to be paid was incurred; (v) that obligations in
the stated amounts have been incurred by the District and are presently due and payable and that
each item thereof is a proper charge against the 2018 Project Fund and has not been previously
paid from said fund; and (vi) that there has not been filed with or served upon the District notice
of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of,
any of the amounts payable to any of the persons named in such Written Request, which has not
been released or will not be released simultaneously with the payment of such obligation, other
than materialmen’s or mechanics’ liens accruing by mere operation of law.
(b) When the District determines that the portion of the Project funded with
the 2018 Series B Parity Bonds has been completed, a Certificate of the District shall be
delivered to the Trustee by the District stating: (i) the fact and date of such completion; (ii) that
all of the costs thereof have been determined and paid (or that all of such costs have been paid
less specified claims that are subject to dispute and for which a retention in the 2018 Project
Fund is to be maintained in the full amount of such claims until such dispute is resolved); and
8 OHSUSA:767562287.4
(iii) that the Trustee is to transfer the remaining balance in the 2018 Project Fund, less the
amount of any such retention, to the Revenue Fund.
Section 15.03. 2018 Series A Costs of Issuance Account. The Trustee shall establish
the 2018 Series A Costs of Issuance Account. All money on deposit in the 2018 Series A Costs
of Issuance Account shall be applied solely for the payment of authorized Costs of Issuance.
Before any payment from the 2018 Series A Costs of Issuance Account shall be made by the
Trustee, the District shall file or cause to be filed with the Trustee a Written Request of the
District, such Written Request to be signed by an authorized officer of the District and to
include: (i) the item number of such payment; (ii) the name and address of the person to whom
each such payment is due, which may be the District in the case of reimbursement for costs
theretofore paid by the District; (iii) the respective amounts to be paid; (iv) the purpose by
general classification for which each obligation to be paid was incurred; (v) that obligations in
the stated amounts have been incurred by the District and are presently due and payable and that
each item thereof is a proper charge against the 2018 Series A Costs of Issuance Account and has
not been previously paid from said account.
Any amounts remaining in the 2018 Series A Costs of Issuance Account one hundred
eighty (180) days after the date of issuance of the 2018 Bonds shall be transferred to the Interest
Fund and the 2018 Series A Costs of Issuance Account shall be closed.
Section 15.04. 2018 Series B Costs of Issuance Account. The Trustee shall establish
the 2018 Series B Costs of Issuance Account. All money on deposit in the 2018 Series B Costs
of Issuance Account shall be applied solely for the payment of authorized Costs of Issuance.
Before any payment from the 2018 Series B Costs of Issuance Account shall be made by the
Trustee, the District shall file or cause to be filed with the Trustee a Written Request of the
District, such Written Request to be signed by an authorized officer of the District and to
include: (i) the item number of such payment; (ii) the name and address of the person to whom
each such payment is due, which may be the District in the case of reimbursement for costs
theretofore paid by the District; (iii) the respective amounts to be paid; (iv) the purpose by
general classification for which each obligation to be paid was incurred; (v) that obligations in
the stated amounts have been incurred by the District and are presently due and payable and that
each item thereof is a proper charge against the 2018 Series B Costs of Issuance Account and has
not been previously paid from said account.
Any amounts remaining in the 2018 Series B Costs of Issuance Account one hundred
eighty (180) days after the date of issuance of the 2018 Bonds shall be transferred to the 2018
Project Fund and the 2018 Series B Costs of Issuance Account shall be closed.
ARTICLE XVI
MISCELLANEOUS
Section 16.01. Continuing Disclosure. The District covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate, dated
the date of issuance of the 2018 Bonds, executed by the District. Notwithstanding any other
provision hereof, failure of the District to comply with the Continuing Disclosure Certificate
shall not be considered an Event of Default hereunder; provided, that the Trustee may, and at the
9 OHSUSA:767562287.4
request of the Owners of at least twenty-five per cent (25%) in aggregate principal amount of
Outstanding Bonds whose Owners are beneficiaries of the Continuing Disclosure Certificate,
shall (but only to the extent it is indemnified to its satisfaction, including indemnification from
and against attorneys’ fees), or any Owner or Beneficial Owner (as that term is defined in the
Continuing Disclosure Certificate) may, take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the District to
comply with its obligations under this section.
Section 16.02. Tax Certificate. The District will comply with the provisions and
procedures of the 2018 Bonds Tax Certificate.
Section 16.03. Severability. If any covenant, agreement or provision, or any portion
thereof, contained in this First Supplemental Indenture, or the application thereof to any person
or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this
First Supplemental Indenture, and the application of any such covenant, agreement or provision,
or portion thereof, to other Persons or circumstances, shall be deemed severable and shall not be
affected thereby, and this First Supplemental Indenture and the 2018 Bonds issued pursuant
hereto shall remain valid, and the Holders of the 2018 Bonds shall retain all valid rights and
benefits accorded to them under this Indenture, the Act, and the Constitution and statutes of the
State.
Section 16.04. Parties Interested Herein. Nothing in this First Supplemental Indenture
expressed or implied is intended or shall be construed to confer upon, or to give to, any person or
entity, other than the District, the Trustee and the Holders of the 2018 Bonds, any right, remedy
or claim under or by reason of this First Supplemental Indenture or any covenant, condition or
stipulation hereof; and all the covenants, stipulations, promises and agreements in this First
Supplemental Indenture contained by and on behalf of the District shall be for the sole and
exclusive benefit of the District, the Trustee and the Holders of the 2018 Bonds.
Section 16.05. Headings Not Binding. The headings in this First Supplemental
Indenture are for convenience only and in no way define, limit or describe the scope or intent of
any provisions or sections of this First Supplemental Indenture.
Section 16.06. Indenture to Remain in Effect. Save and except as supplemented by
this First Supplemental Indenture, the Indenture shall remain in full force and effect.
Section 16.07. Effective Date of First Supplemental Indenture. This First
Supplemental Indenture shall take effect upon its execution and delivery.
Section 16.08. Execution in Counterparts. This First Supplemental Indenture may be
executed in several counterparts, each of which shall be deemed an original, and all of which
shall constitute but one and the same instrument.
S-1 OHSUSA:767562287.4
IN WITNESS WHEREOF, the Midpeninsula Regional Open Space District has
caused the Indenture to be executed in its name and on its behalf by the General Manager and to
be attested by the Clerk of the Board of Directors of the District, and Zions Bank, a division of
ZB, National Association, as Trustee, in token of its acceptance of the trusts created hereunder,
has caused the First Supplemental Indenture to be executed in its corporate name by its duly
authorized officer, all as of the date and year first above written.
MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT
By: __________________________________
General Manager
ATTEST:
______________________________________
Clerk of the Board of Directors
ZIONS BANK, A DIVISION OF ZB,
NATIONAL ASSOCIATION, AS TRUSTEE
By: __________________________________
Authorized Officer
A-1
OHSUSA:767562287.4
EXHIBIT A-1
[FORM OF 2018 SERIES A REFUNDING BONDS]
No. $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTIES OF SANTA CLARA AND SAN MATEO
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
GREEN BOND, 2018 REFUNDING SERIES A
Interest
Rate
Maturity
Date
Bond
Date CUSIP
_________% [September] 1, _____ February __, 2018 598022___
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
The 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 (the
“District”), for value received hereby promises to pay (but only from the Revenues and the other
funds hereinafter referred to) to the registered owner set forth above on the maturity date set
forth above the principal amount set forth above (subject to any right of prior redemption
hereinafter provided for), together with interest thereon computed on the basis of a 360-day year
of twelve (12) 30-day calendar months from the interest payment date next preceding the date of
authentication of this Bond (unless this Bond is authenticated on a day during the period from the
Record Date (as that term is hereinafter defined) for an interest payment date to such interest
payment date, both dates inclusive, in which event it shall bear interest from such interest
payment date, or unless it is authenticated on a day on or before the Record Date for the first
interest payment date, in which event it shall bear interest from its date) until the principal hereof
shall have been paid, at the interest rate per annum set forth above, payable on [March] 1, 2018,
and semiannually thereafter on [September] 1 and [March] 1 in each year. The interest on this
Bond due on or before the maturity or prior redemption hereof shall be payable only to the
person whose name appears in the registration books required to be kept by Zions Bank, a
division of ZB, National Association, as trustee or any successor thereto (the “Trustee”) at its
Principal Corporate Trust Office (as that term is defined in the Indenture hereinafter referred to,
and herein the “Principal Corporate Trust Office”) as the registered owner hereof at the close of
business as of the fifteenth (15th) day of the month next preceding each interest payment date
(each, a “Record Date”), with such interest to be paid by check mailed by first class mail on each
interest payment date to such registered owner at his address as it appears on such books, except
that in the case of a registered owner of one million dollars ($1,000,000) or more in aggregate
A-2
OHSUSA:767562287.4
principal amount of Bonds then outstanding, payment shall be made at such owner’s option by
wire transfer on each interest payment date of immediately available funds to an account in a
bank or trust company or savings bank that is a member of the Federal Reserve System and that
is located in the United States of America according to written instructions given by such owner
to the Trustee by the applicable Record Date. The principal of and redemption premium, if any,
on this Bond shall be payable only to the person whose name appears in such registration books
as the registered owner hereof, such principal and redemption premium, if any, to be paid upon
surrender of this Bond to the Trustee at its Principal Corporate Trust Office at maturity or upon
prior redemption. The interest on and principal of and redemption premium, if any, on this Bond
are payable in lawful money of the United States of America.
This Bond is one of a duly authorized issue of Midpeninsula Regional Open
Space District Green Bonds (the “Bonds”) of the series and designation indicated above issued in
the aggregate principal amount of _______________ ($_________)by the District to refinance
certain outstanding obligations of the District issued to refinance the acquisition and preservation
of certain properties that have been dedicated for open space purposes, which Bonds are issued
under and pursuant to the District’s Act, Article 3 of Chapter 3 of Division 5 of the Public
Resources Code and all laws amendatory thereof or supplemental thereto, including Articles 10
and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of
California (collectively, the “Law”), and under and pursuant to the provisions of an Indenture
dated as of September 1, 2016, as supplemented, including as supplemented by a First
Supplemental Indenture, dated as of February 1, 2018 (the “First Supplemental Indenture”), each
by and between the District and the Trustee hereinafter referred to collectively as the
“Indenture”, all of like tenor and date (except for such variations, if any, as may be required to
designate varying numbers, denominations, maturities, interest rates or redemption provisions).
All the Bonds are equally and ratably secured in accordance with the terms and conditions of the
Indenture (copies of which are on file at the office of the Clerk of the Board of Directors of the
District and at the Principal Corporate Trust Office of the Trustee), and reference is hereby made
to the Law and to the Indenture and any and all amendments thereof and supplements thereto for
a description of the terms on which the Bonds are issued and for the rights of the registered
owners of the Bonds; and all the terms of the Law and the Indenture are hereby incorporated
herein and constitute a contract between the District and the registered owner from time to time
of this Bond, to all the provisions of which the registered owner of this Bond, by his acceptance
hereof, agrees and consents; and each registered owner hereof shall have recourse to all the
provisions of the Law and the Indenture and shall be bound by all the terms and conditions
thereof.
[The Bonds maturing on or before [September] 1, 20__ are not subject to optional
redemption prior to maturity. The Bonds maturing on or after [September] 1, 20__ are subject to
redemption prior to their respective stated maturity dates at the option of the District, from any
source of available funds, as a whole or in part on any date on or after [September] 1, 20__, at a
redemption price equal to the principal amount of such Bonds called for redemption, together
with accrued interest thereon to the date fixed for redemption, without premium.
The Bonds maturing on [September] 1, 20__ are also subject to mandatory
sinking fund redemption on each [September] 1, commencing [September] 1, 20__, in the
respective principal amounts as set forth in the Indenture, at a redemption price equal to 100% of
A-3
OHSUSA:767562287.4
the principal amount to be redeemed, without premium, together with accrued interest thereon to
the date fixed for redemption.]
The Bonds are limited obligations of the District and are payable, as to the interest
thereon and the principal thereof and the redemption premiums, if any thereon, solely from the
Revenues (as that term is defined in the Indenture and herein the “Revenues”), and the District is
not obligated to pay them except from the Revenues. All the Bonds, together with any Parity
Obligations executed by the District payable from the Revenues and any additional Bonds or
Parity Obligations issued by the District payable from the Revenues (all as provided in the
Indenture), are equally secured by a pledge of, and charge and lien upon, the Revenues, and the
Revenues constitute a trust fund for the security and payment of the interest on and the principal
of and the redemption premiums, if any, on the Bonds and such Parity Obligations, as provided
in the Indenture. No persons executing the Bonds are liable on the Bonds personally by reason
of their issuance. Additional Bonds and Parity Obligations payable from the Revenues may be
executed by the District which will rank equally as to security with the Bonds, but only subject to
the terms and conditions set forth in the Indenture.
The District has covenanted and warranted that, for the payment of the interest on
and principal of and redemption premium, if any, on this Bond and all such existing Parity
Obligations and all such additional Bonds and Parity Obligations when due, there has been
created and will be maintained by the District the Midpeninsula Regional Open Space District
Revenue Fund (as that term is defined in the Indenture) into which all Revenues (as that term is
defined in the Indenture) shall be deposited, and as an irrevocable charge the District has
allocated the Revenues to the payment of the interest on and principal of and redemption
premiums, if any, on and any sinking fund account payments for the Bonds and all such existing
and additional Parity Obligations and Bonds, and the District will pay promptly when due the
interest on and principal of and redemption premium, if any, on this Bond and all other Bonds of
this issue and all such existing and additional Bonds and Parity Obligations out of the Revenues,
all in accordance with the terms and provisions set forth in the Indenture.
The Bonds are issuable in the form of fully registered bonds in denominations of
five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) (not
exceeding the principal amount of Bonds maturing at any one time). The registered owner of
any Bond or Bonds may surrender the same (together with a written instrument of transfer
satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney)
in exchange for an equal aggregate principal amount of Bonds of the same maturity date of
authorized denominations in the same aggregate principal amount, subject to the conditions and
upon payment of the charges provided in the Indenture.
The registration of this Bond is transferable on the registration books kept by the
Trustee by the registered owner hereof or by his duly authorized attorney upon surrender of this
Bond, together with a written instrument of transfer satisfactory to the Trustee duly executed by
the registered owner or his duly authorized attorney, and thereupon a new Bond or Bonds of the
same maturity date of authorized denominations in the same aggregate principal amount will be
issued to the transferee in exchange therefor in the manner, subject to the conditions and terms
and upon payment of the charges provided in the Indenture. The District and the Trustee may
deem and treat the person in whose name this Bond is registered as the absolute owner hereof for
A-4
OHSUSA:767562287.4
the purpose of receiving payment of, or on account of, the interest hereon and principal hereof
and redemption premium, if any, hereon and for all other purposes.
The rights and obligations of the District and of the registered owners of the
Bonds may be amended or supplemented at any time in the manner, to the extent and upon the
terms provided in the Indenture, and in certain circumstances without the consent of such
registered owners, but no such amendment or supplement shall (1) extend the maturity of this
Bond or reduce the interest rate hereon or otherwise alter or impair the obligation of the District
to pay the interest hereon or principal hereof or redemption premium, if any, hereon or to pay
any sinking fund account payment herefor at the time and place and at the rate and in the
currency and from the funds provided in the Indenture without the express written consent of the
registered owner of this Bond; or (2) permit the creation by the District of any mortgage, pledge
or lien upon the Revenues and such other funds superior to or on a parity with the pledge and
lien created in the Indenture for the benefit of the Bonds and the Parity Obligations; or (3) reduce
the percentage of Bonds required for the written consent to an amendment of or supplement to
the Indenture; or (4) modify any rights or obligations of the Trustee without its prior written
assent thereto; all as more fully set forth in the Indenture.
This Bond shall not be entitled to any benefits under the Indenture or become
valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall
have been manually signed by an authorized signatory of the Trustee.
It is hereby certified that all acts, conditions and things required by law to exist, to
have happened and to have been performed precedent to and in the issuance of this Bond do
exist, have happened and have been performed in due time, form and manner as required by law
and that the amount of this Bond, together with all other obligations of the District, does not
exceed any limit prescribed by the laws of the State of California and is not in excess of the
principal amount of the Bonds permitted to be issued under the Indenture.
IN WITNESS WHEREOF, the Midpeninsula Regional Open Space District has
caused this Bond to be executed in its name and on its behalf by the manual or facsimile
signatures of the President and the Secretary of the Board of Directors of the District and has
caused this Bond to be dated ___________, 2018.
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
___________________________________
President of the Board of Directors of the
Midpeninsula Regional Open Space District
_________________________________
Secretary of the Board of Directors of the
Midpeninsula Regional Open Space District
A-5
OHSUSA:767562287.4
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
TO APPEAR ON 2016 REFUNDING BONDS]
This is one of the Bonds described in the within-mentioned Indenture which has
been authenticated on ___________, 2018.
ZIONS BANK, A DIVISION OF ZB, NATIONAL
ASSOCIATION,
as Trustee
By: _____________________________________
Authorized Signatory
[DTC LEGEND]
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the District or the Trustee for registration
of transfer, exchange, or payment, and any Bond 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.
A-6
OHSUSA:767562287.4
[FORM OF ASSIGNMENT TO APPEAR ON 2016 REFUNDING BONDS]
For value received the undersigned do(es) hereby sell, assign and transfer unto
____________________ the within Bond and do(es) hereby irrevocably constitute and appoint
____________________ attorney to transfer the same on the bond 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 Bond in every particular, without alteration or
enlargement or any change whatsoever, and the signature(s) must be guaranteed
by an eligible guarantor institution.
Social Security Number, Taxpayer Identification Number or other identifying number of
Assignee: ___________________________________
B-1
OHSUSA:767562287.4
EXHIBIT A-1
[FORM OF 2018 SERIES B PARITY BONDS]
No. $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTIES OF SANTA CLARA AND SAN MATEO
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
PARITY BOND, 2018 SERIES B
Interest
Rate
Maturity
Date
Bond
Date CUSIP
_________% [September] 1, _____ February __, 2018 598022___
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
The 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 (the
“District”), for value received hereby promises to pay (but only from the Revenues and the other
funds hereinafter referred to) to the registered owner set forth above on the maturity date set
forth above the principal amount set forth above (subject to any right of prior redemption
hereinafter provided for), together with interest thereon computed on the basis of a 360-day year
of twelve (12) 30-day calendar months from the interest payment date next preceding the date of
authentication of this Bond (unless this Bond is authenticated on a day during the period from the
Record Date (as that term is hereinafter defined) for an interest payment date to such interest
payment date, both dates inclusive, in which event it shall bear interest from such interest
payment date, or unless it is authenticated on a day on or before the Record Date for the first
interest payment date, in which event it shall bear interest from its date) until the principal hereof
shall have been paid, at the interest rate per annum set forth above, payable on [March] 1, 2018,
and semiannually thereafter on [September] 1 and [March] 1 in each year. The interest on this
Bond due on or before the maturity or prior redemption hereof shall be payable only to the
person whose name appears in the registration books required to be kept by Zions Bank, a
division of ZB, National Association, as trustee or any successor thereto (the “Trustee”) at its
Principal Corporate Trust Office (as that term is defined in the Indenture hereinafter referred to,
and herein the “Principal Corporate Trust Office”) as the registered owner hereof at the close of
business as of the fifteenth (15th) day of the month next preceding each interest payment date
(each, a “Record Date”), with such interest to be paid by check mailed by first class mail on each
interest payment date to such registered owner at his address as it appears on such books, except
that in the case of a registered owner of one million dollars ($1,000,000) or more in aggregate
B-2
OHSUSA:767562287.4
principal amount of Bonds then outstanding, payment shall be made at such owner’s option by
wire transfer on each interest payment date of immediately available funds to an account in a
bank or trust company or savings bank that is a member of the Federal Reserve System and that
is located in the United States of America according to written instructions given by such owner
to the Trustee by the applicable Record Date. The principal of and redemption premium, if any,
on this Bond shall be payable only to the person whose name appears in such registration books
as the registered owner hereof, such principal and redemption premium, if any, to be paid upon
surrender of this Bond to the Trustee at its Principal Corporate Trust Office at maturity or upon
prior redemption. The interest on and principal of and redemption premium, if any, on this Bond
are payable in lawful money of the United States of America.
This Bond is one of a duly authorized issue of Midpeninsula Regional Open
Space District Parity Bonds (the “Bonds”) of the series and designation indicated above issued in
the aggregate principal amount of _______________ ($_________)by the District to refinance
certain outstanding obligations of the District issued to refinance the acquisition and preservation
of certain properties that have been dedicated for open space purposes, which Bonds are issued
under and pursuant to the District’s Act, Article 3 of Chapter 3 of Division 5 of the Public
Resources Code and all laws amendatory thereof or supplemental thereto, including Articles 10
and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of
California (collectively, the “Law”), and under and pursuant to the provisions of an Indenture
dated as of September 1, 2016, as supplemented, including as supplemented by a First
Supplemental Indenture, dated as of February 1, 2018 (the “First Supplemental Indenture”), each
by and between the District and the Trustee hereinafter referred to collectively as the
“Indenture”, all of like tenor and date (except for such variations, if any, as may be required to
designate varying numbers, denominations, maturities, interest rates or redemption provisions).
All the Bonds are equally and ratably secured in accordance with the terms and conditions of the
Indenture (copies of which are on file at the office of the Clerk of the Board of Directors of the
District and at the Principal Corporate Trust Office of the Trustee), and reference is hereby made
to the Law and to the Indenture and any and all amendments thereof and supplements thereto for
a description of the terms on which the Bonds are issued and for the rights of the registered
owners of the Bonds; and all the terms of the Law and the Indenture are hereby incorporated
herein and constitute a contract between the District and the registered owner from time to time
of this Bond, to all the provisions of which the registered owner of this Bond, by his acceptance
hereof, agrees and consents; and each registered owner hereof shall have recourse to all the
provisions of the Law and the Indenture and shall be bound by all the terms and conditions
thereof.
[The Bonds maturing on or before [September] 1, 20__ are not subject to optional
redemption prior to maturity. The Bonds maturing on or after [September] 1, 20__ are subject to
redemption prior to their respective stated maturity dates at the option of the District, from any
source of available funds, as a whole or in part on any date on or after [September] 1, 20__, at a
redemption price equal to the principal amount of such Bonds called for redemption, together
with accrued interest thereon to the date fixed for redemption, without premium.
The Bonds maturing on [September] 1, 20__ are also subject to mandatory
sinking fund redemption on each [September] 1, commencing [September] 1, 20__, in the
respective principal amounts as set forth in the Indenture, at a redemption price equal to 100% of
B-3
OHSUSA:767562287.4
the principal amount to be redeemed, without premium, together with accrued interest thereon to
the date fixed for redemption.]
The Bonds are limited obligations of the District and are payable, as to the interest
thereon and the principal thereof and the redemption premiums, if any thereon, solely from the
Revenues (as that term is defined in the Indenture and herein the “Revenues”), and the District is
not obligated to pay them except from the Revenues. All the Bonds, together with any Parity
Obligations executed by the District payable from the Revenues and any additional Bonds or
Parity Obligations issued by the District payable from the Revenues (all as provided in the
Indenture), are equally secured by a pledge of, and charge and lien upon, the Revenues, and the
Revenues constitute a trust fund for the security and payment of the interest on and the principal
of and the redemption premiums, if any, on the Bonds and such Parity Obligations, as provided
in the Indenture. No persons executing the Bonds are liable on the Bonds personally by reason
of their issuance. Additional Bonds and Parity Obligations payable from the Revenues may be
executed by the District which will rank equally as to security with the Bonds, but only subject to
the terms and conditions set forth in the Indenture.
The District has covenanted and warranted that, for the payment of the interest on
and principal of and redemption premium, if any, on this Bond and all such existing Parity
Obligations and all such additional Bonds and Parity Obligations when due, there has been
created and will be maintained by the District the Midpeninsula Regional Open Space District
Revenue Fund (as that term is defined in the Indenture) into which all Revenues (as that term is
defined in the Indenture) shall be deposited, and as an irrevocable charge the District has
allocated the Revenues to the payment of the interest on and principal of and redemption
premiums, if any, on and any sinking fund account payments for the Bonds and all such existing
and additional Parity Obligations and Bonds, and the District will pay promptly when due the
interest on and principal of and redemption premium, if any, on this Bond and all other Bonds of
this issue and all such existing and additional Bonds and Parity Obligations out of the Revenues,
all in accordance with the terms and provisions set forth in the Indenture.
The Bonds are issuable in the form of fully registered bonds in denominations of
five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) (not
exceeding the principal amount of Bonds maturing at any one time). The registered owner of
any Bond or Bonds may surrender the same (together with a written instrument of transfer
satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney)
in exchange for an equal aggregate principal amount of Bonds of the same maturity date of
authorized denominations in the same aggregate principal amount, subject to the conditions and
upon payment of the charges provided in the Indenture.
The registration of this Bond is transferable on the registration books kept by the
Trustee by the registered owner hereof or by his duly authorized attorney upon surrender of this
Bond, together with a written instrument of transfer satisfactory to the Trustee duly executed by
the registered owner or his duly authorized attorney, and thereupon a new Bond or Bonds of the
same maturity date of authorized denominations in the same aggregate principal amount will be
issued to the transferee in exchange therefor in the manner, subject to the conditions and terms
and upon payment of the charges provided in the Indenture. The District and the Trustee may
deem and treat the person in whose name this Bond is registered as the absolute owner hereof for
B-4
OHSUSA:767562287.4
the purpose of receiving payment of, or on account of, the interest hereon and principal hereof
and redemption premium, if any, hereon and for all other purposes.
The rights and obligations of the District and of the registered owners of the
Bonds may be amended or supplemented at any time in the manner, to the extent and upon the
terms provided in the Indenture, and in certain circumstances without the consent of such
registered owners, but no such amendment or supplement shall (1) extend the maturity of this
Bond or reduce the interest rate hereon or otherwise alter or impair the obligation of the District
to pay the interest hereon or principal hereof or redemption premium, if any, hereon or to pay
any sinking fund account payment herefor at the time and place and at the rate and in the
currency and from the funds provided in the Indenture without the express written consent of the
registered owner of this Bond; or (2) permit the creation by the District of any mortgage, pledge
or lien upon the Revenues and such other funds superior to or on a parity with the pledge and
lien created in the Indenture for the benefit of the Bonds and the Parity Obligations; or (3) reduce
the percentage of Bonds required for the written consent to an amendment of or supplement to
the Indenture; or (4) modify any rights or obligations of the Trustee without its prior written
assent thereto; all as more fully set forth in the Indenture.
This Bond shall not be entitled to any benefits under the Indenture or become
valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall
have been manually signed by an authorized signatory of the Trustee.
It is hereby certified that all acts, conditions and things required by law to exist, to
have happened and to have been performed precedent to and in the issuance of this Bond do
exist, have happened and have been performed in due time, form and manner as required by law
and that the amount of this Bond, together with all other obligations of the District, does not
exceed any limit prescribed by the laws of the State of California and is not in excess of the
principal amount of the Bonds permitted to be issued under the Indenture.
IN WITNESS WHEREOF, the Midpeninsula Regional Open Space District has
caused this Bond to be executed in its name and on its behalf by the manual or facsimile
signatures of the President and the Secretary of the Board of Directors of the District and has
caused this Bond to be dated ___________, 2018.
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
___________________________________
President of the Board of Directors of the
Midpeninsula Regional Open Space District
_________________________________
Secretary of the Board of Directors of the
Midpeninsula Regional Open Space District
B-5
OHSUSA:767562287.4
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
TO APPEAR ON 2016 REFUNDING BONDS]
This is one of the Bonds described in the within-mentioned Indenture which has
been authenticated on ___________, 2018.
ZIONS BANK, A DIVISION OF ZB, NATIONAL
ASSOCIATION,
as Trustee
By: _____________________________________
Authorized Signatory
[DTC LEGEND]
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the District or the Trustee for registration
of transfer, exchange, or payment, and any Bond 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.
B-6
OHSUSA:767562287.4
[FORM OF ASSIGNMENT TO APPEAR ON 2016 REFUNDING BONDS]
For value received the undersigned do(es) hereby sell, assign and transfer unto
____________________ the within Bond and do(es) hereby irrevocably constitute and appoint
____________________ attorney to transfer the same on the bond 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 Bond in every particular, without alteration or
enlargement or any change whatsoever, and the signature(s) must be guaranteed
by an eligible guarantor institution.
Social Security Number, Taxpayer Identification Number or other identifying number of
Assignee: ___________________________________
OH&S Draft – 11/2/17
OHSUSA:767561672
ESCROW AGREEMENT
Dated as of February 1, 2018
by and between the
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Escrow Agent
RELATING TO THE
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
2012 REFUNDING PROMISSORY NOTES (1999 PROJECT LEASE)
ATTACHMENT 3
TABLE OF CONTENTS
Page
-i-
OHSUSA:767561672
Recitals ............................................................................................................................. 1
Section 1. Establishment and Maintenance of the Escrow Fund .......................................... 2
Section 2. Payment from the Escrow Fund .......................................................................... 2
Section 3. Accounting for Escrow; Substitutions ................................................................. 3
Section 4. Investments and Reinvestments .......................................................................... 3
Section 5. Deficiencies in the Escrow Fund ......................................................................... 3
Section 6. Notice of Redemption; Notice of Defeasance ..................................................... 4
Section 7. Compensation and Indemnification of the Escrow Agent ................................... 4
Section 8. Functions of the Escrow Agent ........................................................................... 4
Section 9. Amendment of the Escrow Agreement ............................................................... 6
Section 10. Notices ................................................................................................................. 6
Section 11. Severability .......................................................................................................... 6
Section 12. Governing Law .................................................................................................... 6
Section 13. Execution ............................................................................................................. 6
SCHEDULE 1 Refunded Notes ................................................................................................ 1-1
SCHEDULE 2 Escrow Securities ............................................................................................. 2-1
SCHEDULE 3 Refunding Requirements .................................................................................. 3-1
EXHIBIT A Form of Notice of Redemption ........................................................................ A-1
EXHIBIT B Form of Notice of Defeasance ......................................................................... B-1
OHSUSA:767561672
ESCROW AGREEMENT
This Escrow Agreement (the “Escrow Agreement”), dated as of February 1, 2018,
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 The Bank of New York Mellon Trust Company, N.A., a national banking
association duly organized and existing under and by virtue of the laws of the United States of
America, and having a corporate trust office in Los Angeles, California, and being qualified to
accept and administer the escrow hereby created (the “Escrow Agent”);
WITNESSETH:
WHEREAS, the District previously issued its 1992 Promissory Notes (Santa Clara
and San Mateo Counties, California) (the “1992 Notes”) in the aggregate principal amount of
$8,000,000 in order to finance the acquisition of open space lands and facilities;
WHEREAS, the District previously entered into a Project Lease dated as of January
1, 1999 (the “1999 Project Lease”) with the Midpeninsula Regional Open Space District Financing
Authority (the “Authority”) for the purpose of (i) financing the acquisition of open space and (ii)
refunding on an advance basis all of the District’s outstanding 1992 Notes;
WHEREAS, the Authority previously issued its 1999 Revenue Bonds (the “1999
Authority Bonds”) pursuant to a Trust Agreement dated as of January 1, 1999, by and between the
Authority and The Bank of New York Mellon Trust Company, N.A., as successor trustee, in the
aggregate principal amount of $29,663,021.15;
WHEREAS, the District previously duly issued certain outstanding 2012
Refunding Promissory Notes (1999 Project Lease) (Current Interest Notes) (the “2012 Current
Interest Notes”) currently outstanding in the aggregate principal amount of $13,730,000 and 2012
Refunding Promissory Notes (1999 Project Lease) (Capital Appreciation Notes) (the “2012 Capital
Appreciation Notes” and, together with the 2012 Current Interest Notes, the “2012 Notes”)
currently outstanding in the aggregate principal amount of $15,474,707.20, in order to perform a
refinancing of the 1999 Project Lease and to allow for the defeasance and refunding of the 1999
Authority Bonds (the “2012 Refunding”);
WHEREAS, the District duly issued the 2012 Notes under an Indenture (the
“Indenture”) dated as of February 1, 2012, by and between the District and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “2012 Trustee”); and
WHEREAS, the outstanding 2012 Current Interest Notes maturing on and after
September 1, 2023 are subject to optional redemption on September 1, 2022 (the “Redemption
date”) and on any date thereafter, and the outstanding 2012 Capital Appreciation Notes which are
term notes maturing on September 1, 2037 and September 1, 2041, respectively, are subject to
optional redemption on the Redemption Date and on any date thereafter; and
WHEREAS, pursuant to a Resolution of the District adopted on [_______, 2017],
the District is issuing its Midpeninsula Regional Open Space District Green Bonds, 2018
2 OHSUSA:767561672
Refunding Series A (the “2018 Green Refunding Bonds”), in part to advance refund certain of its
outstanding obligations under the 2012 Notes (the “Refunded Notes”) and to cause the redemption
of the Refunded Notes on the Redemption Date; and
WHEREAS, the Escrow Agent hereby confirms that the Refunded Notes are
Outstanding (as defined in the Indenture) under the Indenture as of the date hereof and have not
been previously defeased and redeemed and the District hereby confirms that the right to defease
and redeem the Refunded Notes had not been sold or previously exercised; and
WHEREAS, in order to implement the foregoing, the District has taken action to
cause to be delivered to the Escrow Agent, for deposit in the Escrow Fund hereinafter referred to,
the sum of $[_________] from the proceeds of the 2018 Green Refunding Bonds, a portion of
which sum will be used to purchase those certain United States Treasury obligations (the “Escrow
Securities”) listed in Schedule 2 attached hereto, the receipts from the interest on and principal of
which Escrow Securities, together with the unexpended money from such initial deposit into the
Escrow Fund, will be sufficient, as certified by [Verification Agent], certified public accountants,
in their Verification Report on file with the District and the Escrow Agent, to provide for the
redemption of the Refunded Notes at the times and in the amounts and subject to the limitations
provided in Section 2 hereof;
NOW, THEREFORE, the District and the Escrow Agent hereby agree as follows:
Section 1. Establishment and Maintenance of the Escrow Fund. The Escrow
Agent agrees to establish and maintain the Escrow Fund (the “Escrow Fund”) until all the
Refunded Notes have been paid and redeemed as provided in Section 2 hereof, and to hold the
Escrow Securities and the money (whether constituting the initial deposit in the Escrow Fund or
constituting receipts from the sale of or the maturity of the Escrow Securities) in the Escrow Fund
at all times as a separate escrow account wholly segregated from all other securities, investments
or money held by it. All Escrow Securities and money in the Escrow Fund are hereby irrevocably
pledged to secure the payment and redemption of the Refunded Notes as provided in Section 2
hereof (the “Refunding Requirements”); provided, that any money held in the Escrow Fund that is
not used for the payment and redemption of the Refunded Notes as provided in Section 2 hereof
shall be repaid to the District free from the trust created by the Escrow Agreement.
The Escrow Agent shall hold all Escrow Securities, whether acquired as initial
investments, subsequent investments or reinvestments hereunder, and the money received from
time to time as principal and interest thereon, in trust, to secure, and for the payment of the
Refunding Requirements, and shall collect the principal of and interest on the Escrow Securities
held by it hereunder promptly as such principal and interest become due.
If the Escrow Agent learns that the Department of the Treasury or the Bureau of
Fiscal Service will not, for any reason, accept a subscription of state and local government series
securities (“SLGS”) that is to be submitted pursuant to this Escrow Agreement, the Escrow Agent
shall promptly request alternative written investment instructions from the District with respect to
funds which were to be invested in SLGS. The Escrow Agent shall follow such instructions and,
upon the maturity of any such alternative investment, the Escrow Agent shall hold such funds
uninvested and without liability for interest until receipt of further written instructions from the
3 OHSUSA:767561672
District. In the absence of investment instructions from the District, the Escrow Agent shall not
be responsible for the investment of such funds or interest thereon. The Escrow Agent may
conclusively rely upon the District’s selection of an alternative investment as a determination of
the alternative investment's legality and suitability and shall not be liable for any losses related to
the alternative investments or for compliance with any yield restriction applicable thereto.
Section 2. Payment from the Escrow Fund. The Escrow Agent is hereby
irrevocably instructed to, and the Escrow Agent hereby agrees to, sell and collect and deposit in
the Escrow Fund the proceeds of the Escrow Securities held in the Escrow Fund, and to use such
proceeds, together with any other money deposited in the Escrow Fund, to make the interest
payments on the Refunded Notes as they come due until the Redemption Date to (as such payments
are set forth on Schedule 3 attached hereto) and on the Redemption Date to redeem all Refunded
Notes at the redemption price thereof, together with the interest accrued thereon to, but not
including, the Redemption Date, at the times and places and in the manner specified in the
Indenture.
Section 3. Accounting for Escrow; Substitutions. The moneys and the Escrow
Securities from time to time accounted for in the Escrow Fund shall not be subject to withdrawal by
the District nor otherwise subject to the order of the District except as otherwise provided in Section
2 hereof.
There shall be no exchange or substitution of the Escrowed Securities, except upon (i)
the written direction of the District, (ii) receipt by the District and the 2012 Trustee of a new
verification report, prepared by an independent certified public accountant, verifying the sufficiency
of the escrow to pay the Refunding Requirements of the Refunded Notes in full on their respective
interest payment dates or redemption dates and (iii) receipt of an opinion of nationally recognized
bond counsel to the effect that such exchange or substitution will not adversely affect the exemption
from federal income tax of interest on the 2018 Green Refunding Bonds or Refunded Notes.
Section 4. Investments and Reinvestments. The Escrow Agent shall have no
obligation by virtue of the Escrow Agreement, general trust law or otherwise to make any investment
or reinvestment of any moneys in the Escrow Fund at any time except as otherwise provided in this
Escrow Agreement or as hereafter directed by the District and upon (i) receipt of an opinion of
nationally recognized bond counsel to the effect that such investment or reinvestment will not
adversely affect the exemption from federal income tax of interest on the 2018 Green Refunding
Bonds or the Refunded Notes and (ii) receipt by the District and the 2012 Trustee of a new verification
report, prepared by an independent certified public accountant, verifying the sufficiency of the escrow
to pay the Refunding Requirements of the Refunded Notes in full on their respective interest payment
dates or redemption dates. Except as is otherwise directed by the District in accordance with the
provisions of this Escrow Agreement, any moneys in the Escrow Fund not needed to pay the principal
of, premium, if any, or interest on the Refunded Notes on any payment date therefor shall be held by
the Escrow Agent uninvested.
The District acknowledges that to the extent regulations of the Comptroller of the
Currency of other applicable regulatory entity grant the District the right to receive brokerage
confirmations of security transactions as they occur, the District will not receive such confirmations
to the extent permitted by law. The Escrow Agent will furnish the District periodic cash transaction
4 OHSUSA:767561672
statement which shall include detail for all investment transactions made by the Escrow Agent
hereunder.
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 will not be sufficient to make all payments
required by Section 2, 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 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, all such additional money as may be required to provide for the payment
and redemption of the Refunded Notes in accordance with the conditions and terms of the
Indenture and hereof; 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. Notice of Redemption; Notice of Defeasance.
(a) The District hereby irrevocably instructs the Escrow Agent to give timely
notice of the redemption of the Refunded Notes to Bondholders in accordance with Section 11 of
the Indenture, and said notice shall be substantially in the form attached hereto as Exhibit A.
(b) The Escrow Agent, acting as 2012 Trustee and dissemination agent (the
“Dissemination Agent”), is hereby irrevocably instructed to provide notice, on the earliest practicable
date, of the defeasance of the Refunded Notes in accordance with Section 5(f) of the Continuing
Disclosure Agreement between the District and the Escrow Agent, in its capacity as Dissemination
Agent thereunder, related to the Refunded Notes in the form set forth in Exhibit B.
Section 7. Compensation and Indemnification of the Escrow Agent.
(a) The District shall pay the Escrow Agent a one-time fee for its services
hereunder and shall reimburse the Escrow Agent for its reasonable out-of-pocket expenses
(including but not limited to the reasonable fees and expenses, if any, of its counsel or accountants)
incurred by the Escrow Agent in connection with these services, all as more particularly agreed
upon by the District and the Escrow Agent; provided, that these fees and expenses shall in no event
be deducted from the Escrow Fund.
(b) The District agrees to indemnify the Escrow Agent and its agents, directors,
officers and employees, and hold the Escrow Agent and its agents, directors, officers and
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 Escrow
Agreement or any of the transactions contemplated herein, unless due to the negligence or willful
misconduct of the particular indemnified party. The provisions of this section shall survive the
removal or resignation of the Escrow Agent and the termination of this Escrow Agreement.
5 OHSUSA:767561672
Section 8. Functions of the Escrow Agent.
(a) The Escrow Agent undertakes to perform only such duties as are expressly
and specifically set forth in the Escrow Agreement and no implied duties or obligations shall be
read into the Escrow 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 Escrow Agreement, in acting, or refraining from acting, upon any written notice,
instruction, request, certificate, document, electronic mail, facsimile transmission, report or
opinion furnished to the Escrow Agent and 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, electronic mail, facsimile transmission, report or
opinion.
(c) The Escrow Agent shall not have any liability hereunder except to the extent
of its own negligence or willful misconduct. 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 Escrow Agreement in the case of
any default in the performance of agreements or covenants contained in the Indenture 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 Escrow
Agreement.
(d) The Escrow Agent may consult with counsel of its own choice (which may
be counsel to the District) and, notwithstanding anything to the contrary contained herein, 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, and shall not be liable for any action or omission of the District
under the Escrow Agreement.
(f) The Escrow Agent shall not be liable for the accuracy of the calculations as
to the sufficiency of the Escrow Securities and money in the Escrow Fund to pay and redeem the
Refunded Notes as provided in Section 2 hereof.
(g) Whenever in the administration of the trust of the Escrow 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 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 Escrow Agreement upon the faith thereof.
6 OHSUSA:767561672
(h) None of the provisions of this Escrow Agreement shall require the Escrow
Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in
the performance of any of its duties hereunder.
(i) The Escrow Agent may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys, custodians or
nominees appointed with due care, and shall not be responsible for any willful misconduct or
negligence on the part of any agent, attorney, custodian or nominee so appointed.
(j) The Escrow Agent may at any time resign by giving 30 days written notice
of resignation to the District. Upon receiving such notice of resignation, the District shall promptly
appoint a successor and, upon the acceptance by the successor of such appointment, release the
resigning Escrow Agent from its obligations hereunder by written instrument, a copy of which
instrument shall be delivered to each of the District, the resigning Escrow Agent and the successor.
If no successor shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Escrow Agent may petition any court of
competent jurisdiction for the appointment of a successor.
Section 9. Amendment of the Escrow Agreement. The Escrow Agreement may
not be revoked or amended by the parties hereto unless there shall first have been filed with the
District and the Escrow Agent (i) an unqualified opinion of a nationally recognized bond counsel
that such amendment will not adversely affect the exclusion from gross income for federal income
tax purposes of interest on the Refunded Notes, and (ii) unless such amendment is not materially
adverse to the interests of the registered owners of the Refunded Notes as evidenced by an opinion
of nationally recognized bond counsel delivered to the Escrow Agent, the written consent of the
registered owners of all the Refunded Notes.
Section 10. 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:
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Trust Department
Section 11. Severability. If any section, paragraph, sentence, clause or provision
of the Escrow 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 Escrow Agreement.
7 OHSUSA:767561672
Section 12. Governing Law. The Escrow Agreement shall be construed and
governed in accordance with the laws of the State of California.
Section 13. Execution. The Escrow 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.
8 OHSUSA:767561672
IN WITNESS WHEREOF, the District and the Escrow Agent have caused the
Escrow Agreement to be executed each on its behalf as of the day and year first above written.
MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT
By
General Manager
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Escrow Agent
By
Authorized Officer
1-1 OHSUSA:767561672
SCHEDULE 1
Refunded Notes
The Refunded Notes constitute the portion of the currently outstanding
Midpeninsula Regional Open Space District 2012 Refunding Promissory Notes (1999 Project
Lease) that are subject to optional redemption on September 1, 2022, as follows:
Current Interest Notes
Maturity Date
(September 1)
Principal
Amount Interest Rate Call Date Call Price
2023 $470,000.00 5.00% 09/01/2022 100%
2024 495,000.00 5.00 09/01/2022 100
2026‡ 1,740,000.00 5.00 09/01/2022 100
2027 935,000.00 4.00 09/01/2022 100
2028 4,370,000.00 5.00 09/01/2022 100
2029 3,595,000.00 5.00 09/01/2022 100
Capital Appreciation Notes
Maturity Date
(September 1)
Principal
Amount Yield Call Date Call Price
2037‡ $4,992,286.50 6.00 09/01/2022 $9,331,347.00
2041‡ 3,901,820.00 6.04 09/01/2022 7,323,398.55
____________
‡ Term Notes.
2-1 OHSUSA:767561672
SCHEDULE 2
Escrow Securities
[To come.]
3-1 OHSUSA:767561672
SCHEDULE 3
Refunding Requirements
[To come.]
A-1 OHSUSA:767561672
EXHIBIT A
Form of Notice of Redemption
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
2012 REFUNDING PROMISSORY NOTES (1999 PROJECT LEASE)
Issue Date: February 2, 2012
Current Interest Notes
Maturity Date
(September 1)
Principal
Amount Interest Rate
CUSIP*
(598022)
2023 $470,000.00 5.00% EH0
2024 495,000.00 5.00 EJ6
2026‡ 1,740,000.00 5.00 EL1
2027 935,000.00 4.00 EM9
2028 4,370,000.00 5.00 EN7
2029 3,595,000.00 5.00 EP2
Capital Appreciation Notes
Maturity Date
(September 1)
Principal
Amount Yield
CUSIP*
(598022)
2037‡ $4,992,286.50 6.00 EY3
2041‡ 3,901,820.00 6.04 FC0
____________
‡ Term Notes.
NOTICE IS HEREBY GIVEN pursuant to Section 11 of that certain Indenture of Trust, dated as
of February 1, 2012 (the “Indenture”), by and between the Midpeninsula Regional Open Space
District (the “District”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”), that the District hereby calls for redemption on September 1, 2022 (the “Redemption
Date”) the above-referenced notes (the “Notes”). The Notes will be redeemed at a redemption
price equal to 100% of principal amount of the Notes, plus accrued and unpaid interest thereon to
the Redemption Date, without premium (the “Redemption Price”). Capitalized terms used herein
and not defined have the meaning assigned thereto in the Indenture.
The Notes are to be redeemed from funds, including investment earnings thereon, deposited
pursuant to the Escrow Agreement, dated as of February 1, 2018, by and between the District and
the Trustee, as escrow agent.
Payment of the Redemption Price of the Notes called for redemption will be paid only upon
presentation and surrender thereof at the office of the Trustee in the following manner:
A-2 OHSUSA:767561672
Delivery Instructions:
First Class / Registered / Certified
The Bank of New York Mellon
Global Corporate Trust
P O Box 396
East Syracuse, New York 13057
Express Delivery Only
The Bank of New York Mellon
Global Corporate Trust
111 Sanders Creek Parkway
East Syracuse, New York 13057
By Hand Only
The Bank of New York Mellon
Global Corporate Trust
Corporate Trust Window
101 Barclay Street, 1st Floor East
New York, New York 10286
If delivery is by mail, registered mail with return receipt requested is recommended.
On the Redemption Date there will become due and payable on each of said Notes, the Redemption
Price thereof and, from and after the Redemption Date, interest on the Notes subject to Redemption
shall cease to accrue on the Notes and the Owners of the Notes shall have no rights in respect
thereof except to receive payment of the Redemption Price thereof in accordance with the
provisions of the Indenture.
Failure to receive this notice or any defect herein shall not invalidate the proceedings for
redemption of the Notes or the cessation of accrual of interest from any after the redemption date.
Dated: ________________, 2021 THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
IMPORTANT NOTICE
Withholding of 28% of gross redemption proceeds of any payment made within the United States may be required by the Jobs and Growth Tax
Relief Reconciliation Act of 2003 (the “Act”), unless the Trustee has the correct taxpayer identification number (social security or employer
identification number) or exemption certificate of the payee. Please furnish a properly completed Form W-9 or exemption certificate or equivalent
when presenting your securities.
*NOTE: The District and the Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation
made as to their correctness indicated in the notice or as printed on any Bond. They are included solely for the convenience of the holders.
B-1 OHSUSA:767561672
EXHIBIT B
Form of Notice of Defeasance
S.E.C. RULE 15C2-12
NOTICE OF LISTED EVENT
The Bank of New York Mellon Trust Company, N.A., acting on behalf of the Midpeninsula
Regional Open Space District (the “District”), hereby provides notice of the following events related to the
Midpeninsula Regional Open Space District 2012 Refunding Promissory Notes (1999 Project Lease) (the
“Notes”).
Event:
The Notes maturing as set forth in Schedule I attached hereto have been defeased on September 22,
2018 and will be called for redemption on September 1, 2022.
Other Matters:
This notice is provided solely for the purposes of the Continuing Disclosure Agreement delivered
in connection with the above-referenced Notes. The filing of this notice does not constitute or imply any
representation: (i) that the foregoing Specified Event is material to investors; (ii) regarding any other
financial, operating or other information about the District or the Notes; or (iii) that no other circumstances
or events have occurred or that no other information exists concerning the District, the Notes or the
Specified Event, which may have a bearing on the District’s financial condition, the security for the Notes,
or an investor’s decision to buy, sell, or hold the Notes.
Dated: __________, 2018
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:_________________________________
Authorized Officer
OHSUSA:767561672
SCHEDULE I
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
2012 REFUNDING PROMISSORY NOTES (1999
PROJECT LEASE)
Issue Date: February 2, 2012
Maturity Date
(September 1)
Principal
Amount Interest Rate
CUSIP*
(598022)
2023 $470,000.00 5.00% EH0
2024 495,000.00 5.00 EJ6
2026‡ 1,740,000.00 5.00 EL1
2027 935,000.00 4.00 EM9
2028 4,370,000.00 5.00 EN7
2029 3,595,000.00 5.00 EP2
Capital Appreciation Notes
Maturity Date
(September 1)
Principal
Amount Yield
CUSIP*
(598022)
2037‡ $4,992,286.50 6.00 EY3
2041‡ 3,901,820.00 6.04 FC0
____________
‡ Term Notes.
*NOTE: The District and the Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation
made as to their correctness indicated in the notice or as printed on any Bond. They are included solely for the convenience of the holders.
Hawkins Delafield & Wood LLP
Draft of November 2, 2017
$[Series A Principal Amount]
MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT
GREEN BONDS, 2018 REFUNDING
SERIES A
$[Series B Principal Amount]
MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT
PARITY BONDS, 2018 SERIES B
[Pricing Date], 2018
BOND PURCHASE AGREEMENT
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022-1404
Ladies and Gentlemen:
The undersigned, Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”),
hereby offers to enter into this Bond Purchase Agreement (the “Bond Purchase Agreement”)
with the Midpeninsula Regional Open Space District (the “District”) which, upon the District’s
written acceptance of this offer, will be binding upon the District and upon the Underwriter. This
offer is made subject to the written acceptance hereof by the District and the delivery of such
acceptance to the Underwriter at or prior to 6:00 P.M., California time on the date hereof and, if
not so accepted, will be subject to withdrawal by the Underwriter upon written notice given to
the District any time prior to the acceptance hereof by the District.
1.Upon the terms and conditions and upon the basis of the representations,
warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from
the District for reoffering to the public, and the District hereby agrees to sell to the Underwriter
for such purpose, all (but not less than all) of $[Series A Principal Amount] aggregate principal
amount of the District’s Green Bonds, 2018 Refunding Series A (the “Series A Bonds”) and
$[Series B Principal Amount] aggregate principal amount of the District's Parity Bonds, 2018
Series B (the "Series B Bonds" and together with the Series A Bonds, the "Bonds"). The Bonds
shall be dated the date of delivery thereof and shall be payable in the years and the amounts, and
bear interest at the rates, set forth in Schedule I hereto, such interest being payable on
[September 1 and March 1 of each year, commencing March 1, 2018]. The aggregate purchase
price of the Series A Bonds shall be $__________ (representing the principal amount of the
Series A Bonds, plus original issue premium in the amount of $_________, less the
Underwriter’s discount of $__________). The aggregate purchase price of the Series B Bonds
shall be $__________ (representing the principal amount of the Series B Bonds, plus original
issue premium in the amount of $_________, less the Underwriter’s discount of $________).
2.The Bonds are being issued by the District pursuant to the Constitution and laws
of the State of California (the “State”), including the provisions of Article 3 of Chapter 3 of
ATTACHMENT 4
2
Division 5 of the Public Resources Code (the “District Act”), and all laws amendatory thereof or
supplemental thereto, including Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5
of the Government Code of the State of California (together with the District Act, the “Law”)
and an Indenture, dated as of September 1, 2016, between the District and Zions Bank, a division
of ZB, National Association, as trustee (the “Trustee”), as supplemented by that certain First
Supplemental Indenture thereto (as supplemented, the “Indenture”).
The Bonds are payable from and secured by the District’s share of the general one
percent ad valorem tax levied by the County of Santa Clara County and the County of San Mateo
County (together, the “Counties”) upon all property subject to taxation and allocated to the
District.
The District has delivered or caused to be delivered to the Underwriter the District’s
preliminary official statement relating to the Bonds, dated [POS Date], 2018, (the preliminary
official statement, together with the cover page, inside cover page and any and all appendices
thereto, being herein referred to as the “Preliminary Official Statement”). The District confirms
that the Preliminary Official Statement was “deemed final” as of its date, for purposes of
Securities and Exchange Commission Rule 15c2-12 (“Rule 15c2-12”), except for certain
information permitted to be omitted by said Rule. The District hereby ratifies, confirms and
approves the use by the Underwriter of the Preliminary Official Statement. The Bonds are being
offered pursuant to the District’s final official statement relating to the Bonds, dated [Pricing
Date], 2018 (the final official statement, together with the cover page, inside cover page and any
and all appendices thereto and including any amendments or supplements thereto prior to the
Closing (as defined herein), being herein referred to as the “Official Statement”). Capitalized
terms used herein which are not otherwise defined herein shall have the respective meanings
given such terms in the Official Statement.
The Bonds are being issued to provide funds to finance and refinance the Project, as
described in the Official Statement (the "Project").
The Bonds shall be substantially in the form described in, and shall be issued and secured
under and pursuant to, the Indenture. The Bonds shall be subject to redemption as provided in
Schedule I hereto, in the Official Statement and the Indenture.
3.The Underwriter agrees to make a bona fide public offering of all the Bonds at
prices not greater than (or yields lesser than) the respective initial public offering prices (or
yields) set forth on Schedule I attached hereto and incorporated herein by reference. The
Underwriter reserves the right to (i) overallot or effect transactions which stabilize or maintain
the market prices of the Bonds at levels above those which might otherwise prevail in the open
market and (ii) discontinue such stabilizing, if commenced, at any time. Subsequent to the initial
public offering, the Underwriter reserves the right to change the public offering prices (or yields)
as it deems necessar y in connection with the marketing of the Bonds, provided that the
Underwriter shall not change the interest rates set forth on Schedule I. The Bonds may be
offered and sold to certain dealers at prices lower than such initial public offering prices.
4.The District hereby authorizes the use by the Underwriter of the Indenture, the
Continuing Disclosure Certificate dated the Closing Date (as defined in Section 7) (the
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“Continuing Disclosure Certificate”), the Official Statement, and any supplements or
amendments thereto, and the information contained in each of such documents, in connection
with the public offering and sale of the Bonds.
5.Within seven (7) business days from the date hereof, and in any event not later
than two (2) business days before the Closing Date, the District hereby agrees to deliver, or to
cause to be delivered, the Official Statement in “designated electronic format” (as defined in
Rule G-32 of the Municipal Securities Rulemaking Board (the “MSRB”)) to such addresses as
the Underwriter shall specify, in order to enable the Underwriter to comply with its obligations
pursuant to Rule 15c2-12(b)(4), Rule G-32 and all other applicable rules of the MSRB. The
Underwriter agrees to file the Official Statement (including the Official Statement as it may be
amended or supplemented) with the MSRB through its Electronic Municipal Market Access
system within one (1) Business Day after receipt from the District, but in no event later than the
Closing Date (as defined in Section 7 below).
6.The District will undertake, pursuant to the Continuing Disclosure Certificate, to
provide certain annual financial information and notices of certain events, as described in the
Official Statement.
7.At 8:00 A.M., Pacific Time, on [Closing Date], 2018, or at such other time or on
such other Business Day as shall have been mutually agreed upon by the District and the
Underwriter (the “Closing Date”), the District, subject to the terms and conditions hereof, will
cause the delivery of the Bonds to the Underwriter through the facilities of The Depository Trust
Company, New York, New York (“DTC”) and delivery of the other documents required hereby
at the offices of Orrick, Herrington & Sutcliffe LLP in San Francisco, California, or at such other
place as the District and the Underwriter may mutually agree upon, such Bonds to be in fully
registered book-entry form, duly executed and registered in the name of Cede & Co., as nominee
of DTC; and, subject to the terms and conditions hereof, the Underwriter will accept such
delivery and pay the purchase price of the Bonds by wire transfer in immediately available funds
to, or in care of, the Trustee as directed in a certificate of an Authorized Representative of the
District as shall have been mutually agreed upon by the District and the Underwriter; such
delivery of and payment for the Bonds is referred to herein as the “Closing.” The Bonds in
electronic format shall be made available for inspection by the Underwriter at least one Business
Day before the Closing.
8.The District represents, warrants and covenants to the Underwriter that:
a.The District is a regional open space district, duly organized and validly existing
pursuant to the laws of the State of California, with full legal right, power and authority to
undertake the activities described in and contemplated by the Preliminary Official Statement, the
Official Statement and this Bond Purchase Agreement, including without limitation the adoption,
execution and delivery of the documents and agreements described therein and herein as
documents and agreements to which it is a party;
b.(i) At or prior to the Closing, the District will have taken all action required to be
taken by it to authorize the issuance and delivery of the Bonds and the performance of its
obligations thereunder; (ii) the District has full legal right, power and authority to enter into the
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Indenture, the Continuing Disclosure Certificate, the Escrow Agreement, dated as of [Dated
Date], 2018 (the “Escrow Agreement”) between the District, the Authority and The Bank of New
York Mellon Trust Company, N.A., as Escrow Agent (the “Escrow Agent”) and this Bond
Purchase Agreement (collectively, the “Legal Documents”) and to carry out and consummate the
transactions contemplated by the Legal Documents, the Resolution and the Official Statement;
and (iii) this Bond Purchase Agreement has been duly executed and delivered and constitutes a
valid and legally binding obligation of the District enforceable in accordance with its terms;
(iv) the Bonds, when issued, authenticated and delivered to the Underwriter in accordance with
the terms of the Indenture, will constitute legal, valid and binding instruments, entitled to the
benefits of the Indenture and enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors rights generally, the application of equitable
principles, the exercise of judicial discretion and the limitations on legal remedies against public
entities in the State;
c.Between the date of this Bond Purchase Agreement and the date of the Closing,
except as contemplated by the Official Statement, the District will not incur any material
liabilities, direct or contingent, or enter into any material transaction, in either case other than in
the ordinary course of its business;
d.The District to its knowledge is not in in any material respect breach of or default
under any applicable constitutional provision, law or administrative regulation of the State of
California or the United States or any applicable judgment or decree or any loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which the District is a party
or to which the District is otherwise subject, except as disclosed in the Official Statement, and no
event has occurred and is continuing which, with the passage of time or the giving of notice or
both, would constitute a default or event of default under any such instrument; and the execution
and delivery of the Legal Documents, the adoption and of the Resolution, and compliance with
the provisions of the Legal Documents will not in any material respect conflict with or constitute
a breach of or default under any constitutional provision, law, administrative regulation,
judgment, court decree, loan agreement, indenture, bond, note, resolution, agreement or other
instrument to which the District is subject, or by which it is bound;
e.Except as disclosed in the Preliminary Official Statement and the Official
Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before
or by any court, government agency, public board or body, pending against the District (with
service of process against the District having been accomplished) or, to the best knowledge of
the District, threatened against the District, (i) in any way questioning the existence of the
District or the titles of the officers of the District to their respective offices; (ii) affecting or
seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or the
application of the proceeds of sale of the Bonds, or the collection of revenues pledged or to be
pledged to pay the principal or interest or other amounts due with respect to the Bonds, or the
execution and delivery by the District of this Bond Purchase Agreement; (iii) in any way
contesting or affecting the validity of the Bonds, the Resolution, the Legal Documents or the tax-
exempt status of interest due with respect to the Bonds; or (iv) contesting the completeness or
accuracy of the Preliminary Official Statement or the Official Statement or any supplement or
5
amendment thereto or asserting that the Preliminary Official Statement or the Official Statement
contained any untrue statement of a material fact or omitted to state any material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not
misleading;
f.The District will furnish such information, execute such instruments and take such
other action not inconsistent with law as the Underwriter may reasonably request (i) to qualify
the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such
states and other jurisdictions of the United States as the Underwriter may designate and (ii) to
determine the eligibility of the Bonds for investment under the laws of such states and other
jurisdictions, and will use commercially reasonable efforts to continue such qualifications in
effect so long as required for the distribution of the Bonds; provided, however, that the District
shall not be required to execute a general or special consent to service of process or qualify to do
business in connection with any such qualification or determination in any jurisdiction;
g.All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction of the
matter which are required for the due authorization of, which would constitute a condition
precedent to or the absence of which would materially adversely affect the due performance by
the District of its obligations in connection with, the execution, sale and delivery of the Bonds
under this Bond Purchase Agreement have been duly obtained, except for such approvals,
consents and orders as may be required under the Blue Sky or securities laws of any state in
connection with the offering and sale of the Bonds; and, except as disclosed in the Preliminary
Official Statement and the Official Statement, all authorizations, approvals, licenses, permits,
consents and orders of any governmental authority, board, agency or commission, having
jurisdiction in the matter which are required for the due authorization of, which would constitute
a condition precedent to, or the absence of which would materially adversely affect the due
performance by the District of its respective obligations under the Bonds or the Legal Documents
have been duly obtained;
h.The Preliminary Official Statement (other than information permitted to be
omitted from the deemed final Preliminary Official Statement under Rule 15c2-12) as of its date
did not, and as of the date hereof does not, contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading (excluding therefrom the information contained
under the caption “UNDERWRITING” and all information concerning the book-entry system set
forth under the caption “THE 2018 BONDS” and in [Appendix G] as to which no
representations or warranties are made);
i.At the time of the District’s acceptance hereof and (unless an event occurs of the
nature described in Section 8(k)) at all times during the period from the date of this Bond
Purchase Agreement to and including the date which is twenty-five (25) days following the end
of the underwriting period for the Bonds (as determined in accordance with Section 14 hereof),
the Official Statement does not and will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (excluding therefrom the
information contained under the caption “UNDERWRITING” and all information concerning
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the book-entry system set forth under the caption “THE 2018 BONDS” and in Appendix G as to
which no representations or warranties are made);
j.If the Official Statement is supplemented or amended pursuant to Section 8(k), at
the time of each supplement or amendment thereto and (unless subsequently again supplemented
or amended pursuant to such Section) at all times during the period from the date of this Bond
Purchase Agreement to and including the date which is twenty-five (25) days following the end
of the underwriting period for the Bonds (as determined in accordance with Section 14 hereof),
the Official Statement as so supplemented or amended, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
k.If during the period from the date of this Bond Purchase Agreement to and
including the date which is twenty-five (25) days following the end of the underwriting period
for the Bonds (as determined in accordance with Section 14 hereof) any event shall occur which
might or would cause the Official Statement, as then supplemented or amended, to contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, the District shall notify the Underwriter of any such event and, if in the opinion of
the Underwriter and District Counsel such event requires the preparation and publication of a
supplement or amendment to the Official Statement, the District will prepare and furnish to the
Underwriter a reasonable number of copies of the supplement or amendment to the Official
Statement in form and substance acceptable to the Underwriter, and certification, instruments
and other documents as the Underwriter may reasonably deem necessary to evidence the truth
and accuracy of such supplement or amendment to the Official Statement;
l.The financial statements of, and other financial information regarding, the District
contained in the Official Statement fairly present the financial position and results of the
operations of the District as of the dates and for the periods therein set forth, and (i) the annual
audited financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied; (ii) the other historical financial information has been
determined on a basis substantially consistent with that of the District’s audited financial
statements included in the Official Statement; (iii) there has not been any material increase in
long-term debt or commitments or any material decrease in fund equity of the District, other than
through the normal course of operations of the District as compared to the audited financial
statements of the District for the year ended June 30, 2017 included in the Preliminary Official
Statement and the Official Statement; (iv) no events have occurred which would require
adjustments of or disclosures in the audited financial statements of the District as of and for the
year ended June 30, 2017, included in the Preliminary Official Statement and the Official
Statement, in order for them to be in conformity with generally accepted accounting principles;
and (v) the audited financial statements of the District as of and for the year ended June 30, 2017,
included in the Preliminary Official Statement and the Official Statement, do not require
adjustments or additional disclosures essential to a fair presentation in conformity with generally
accepted accounting principles;
m.The consent of Chavan & Associates, LLP, Certified Public Accountants,
independent certified public accountants to the District, is not required for inclusion of their
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report on the District’s financial statements for the fiscal year ended June 30, 2017 and reference
to such firm included in the Preliminary Official Statement and the Official Statement; and
n.Except as disclosed in the Official Statement, the District has not in the previous
five years failed to comply, in all material respects, with any previous continuing disclosure
undertakings with regard to Rule 15c2-12 to provide annual reports or notices of events required
by such undertakings.
All representations, warranties and agreements of the District shall remain operative and
in full force and effect, regardless of any investigations made by the Underwriter or on the
Underwriter’s behalf, and shall survive delivery of the Bonds.
9.The Underwriter has entered into this Bond Purchase Agreement in reliance upon
the representations and warranties of the District contained herein, the covenants of the District
contained in the Bonds, the Legal Documents, and the performance by the District of its
obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter’s
obligations under this Bond Purchase Agreement are and shall be subject to the following further
conditions:
a.The representations and warranties of the District contained herein shall be true
and correct in all material respects on the date hereof and at and as of the Closing, as if made at
and as of the Closing, except that all representations in respect of the Preliminary Official
Statement shall be deemed to have been made as of the date of this Bond Purchase Agreement,
and the statements made in all certificates and other documents delivered to the Underwriter at
the Closing pursuant hereto shall be true and correct in all material respects at the Closing; the
District shall be in compliance with each of the agreements made by it in this Bond Purchase
Agreement (unless such agreements are waived by the Underwriter); and there shall not have
occurred a material adverse change in the financial position, results of operations or financial
condition of the District which would have a material adverse effect on the ability of the District
to meet its obligations under the Bonds, the Legal Documents and the Indenture;
b. At the time of the Closing, the Official Statement, the Resolution, the Legal
Documents and the Bonds, shall be in full force and effect, and shall not have been amended,
modified or supplemented (except as may be agreed to in writing by the Underwriter and the
District); all actions which, in the opinion of Orrick, Herrington & Sutcliffe LLP (“Bond
Counsel”), shall be necessary in connection with the transactions contemplated hereby, shall
have been duly taken and shall be in full force and effect; and the District shall perform or have
performed its obligations required under or specified in the Legal Documents, the Official
Statement, the Resolution and the Bonds to be performed at or prior to the Closing;
c.At the time of the Closing, the Official Statement (as amended and supplemented)
shall be true and correct in all material respects, shall not contain an untrue statement of a
material fact and shall not omit any statement or information necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading;
d.At the time of the Closing, except as disclosed in the Official Statement, (i) no
default by the District shall have occurred and be continuing in the payment of the principal and
8
redemption premium, if any, of or interest on any bond, note or other evidence of indebtedness
issued by the District and (ii) no bankruptcy, insolvency or other similar proceeding in respect of
the District shall be pending or to the knowledge of the District contemplated;
e.At or prior to the Closing, the Underwriter shall receive the following documents:
(1) Copies of the Resolution, certified by the District as having been duly
adopted by the District and as being in full force and effect on the date of Closing;
(2) The opinion of Bond Counsel, dated the Closing Date, in substantially the
form included in the Official Statement as Appendix D, addressed to the District and
accompanied by a reliance letter addressed to the Underwriter;
(3) A supplemental opinion of Bond Counsel, dated the Closing Date, in form
and substance satisfactory to the Underwriter and Counsel to the Underwriter, addressed
to the Underwriter, to the effect that (i) the District has duly and validly executed the
Bond Purchase Agreement, and assuming due authorization, execution and delivery by
the Underwriter, the Bond Purchase Agreement constitutes the valid and binding
agreement of the District, subject to bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditors’ rights heretofore or hereafter enacted and to
the exercise of judicial discretion in appropriate cases; (ii) the Bonds are not subject to
the registration requirements of the Securities Act of 1933, as amended, and the Indenture
is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended;
and (iii) the statements set forth in the Official Statement (or if either shall be amended or
supplemented, the statements in the Official Statement as so amended or supplemented
addressing the matters addressed in the statements) contained in the front portion of the
Official Statement under the headings “THE 2018 BONDS,” “SECURITY AND
SOURCE OF PAYMENT FOR THE 2018 BONDS,” and “TAX MATTERS,” and in
[Appendices D and F] thereto, insofar as such statements purport to summarize certain
provisions of the Bonds, the Indenture and the opinion of Bond Counsel concerning
certain tax matters relating to the Bonds, are accurate in all material respects;
(4) A defeasance opinion of Bond Counsel relating to the 2012 Notes that are
defeased, dated the Closing Date, and addressed to the District or the prior trustee;
(5) An opinion of Schiff Hardin LLP, disclosure counsel to the District, dated
the Closing Date, and addressed to the District and the Underwriter, substantially in the
form attached as Appendix A hereto;
(6) An opinion of General Counsel to the District, in form and substance
satisfactory to the Underwriter, dated the Closing Date, and addressed to the District and
the Underwriter, substantially in the form attached as Appendix B hereto,;
(7) The opinion of Hawkins Delafield & Wood LLP, counsel to the
Underwriter dated the Closing Date addressed to the Underwriter, in form and substance
satisfactory to the Underwriter;
9
(8) A certificate signed by a duly authorized official of the District in form
and substance satisfactory to the Underwriter dated the Closing Date to the effect that
(A) each and all of the representations and warranties of the District contained in this
Bond Purchase Agreement and the Legal Documents are true and correct in all material
respects on and as of the Closing Date with the same effect as if made on the Closing
Date, except that all representations in respect of the Preliminary Official Statement shall
be deemed to have been made as of the date of this Bond Purchase Agreement, and no
event affecting the District has occurred since the date of the Official Statement which
either makes untrue or incorrect in any material respect as of the Closing Date any
statement or information contained in the Official Statement or is not reflected in the
Official Statement but should be reflected therein in order to make the statements and
information therein, in light of the circumstances under which they were or are made, not
misleading in any material respect; and (B) other than as set forth in the Preliminary
Official Statement and the Official Statement, no litigation is pending (with service of
process against the District having been accomplished) or, to the District’s knowledge,
threatened against the District in any court to restrain or enjoin the execution or delivery
of any of the Bonds, or the application of the proceeds of sale of the Bonds, or the
collection of the revenues or other income or moneys pledged or to be pledged to pay the
principal or interest or other amounts due with respect to the Indenture or the Bonds, or in
any way contesting or affecting the adoption of the Resolution or the execution, delivery
or validity or the Indenture or the Bonds or the security therefor or the Indenture, or
involving any of the property or assets of the District or under the control of the District
wherein an unfavorable decision, ruling or finding would materially adversely affect the
ability of the District to perform its obligations under the Resolution, the Legal
Documents or the Bonds or the security for the Bonds or the exclusion of interest due
with respect to the Bonds from gross income for purposes of federal or state income
taxation;
(9) A certificate signed by an authorized officer of the Trustee, in form and
substance satisfactory to the Underwriter dated the Closing Date to the effect that (i) the
Trustee is a duly organized and validly existing national banking association and has full
power and authority to carry out its activities under the Indenture, (ii) the Bonds have
been duly authenticated and delivered by the Trustee in accordance with the Indenture,
(iii) each of the Indenture has been duly authorized, executed and delivered by the
Trustee and, assuming due authorization, execution and delivery by the other party
thereto, each of the Indenture is the valid, legal and binding agreement of the Trustee,
enforceable in accordance with its terms, (iv) the execution and delivery of the Indenture
and the authentication and delivery of the Bonds, and compliance with the provisions
thereof, will not conflict with, or constitute a breach of or default under, any law,
administrative regulation, court decree, resolution, charter, by-law or agreement to which
the Trustee is subject or by which it is bound, and (v) no action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, regulatory agency, public
board or body, is served and pending or threatened in any way affecting the existence of
the Trustee or the titles of its directors or officers to their respective offices, or seeking to
restrain or enjoin the issuance, sale or delivery of the Bonds or the application of
10
proceeds thereof in accordance with the Indenture, or in any way contesting or affecting
the Bonds or the Indenture;
(10) An opinion of counsel to the Trustee, addressed to the Underwriter, in
form and substance satisfactory to the Underwriter dated the Closing Date to the effect
that (i) the Trustee has duly authorized, executed and delivered the Indenture the
Indenture constitutes a valid and legally binding agreements of the Trustee enforceable in
accordance with its terms, except as the same may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditor’s rights, (ii) the Trustee has lawful authority for the
authentication and delivery of the Bonds, (iii) the Trustee has duly authenticated and
delivered the Bonds in accordance with the Indenture; and (iv) the Trustee is a national
banking association duly organized, validly existing and in good standing under the laws
of the United States having full power and authority and being qualified to enter into,
accept and administer the trust created under the Indenture and to enter into such
Indenture;
(11) A certificate signed by an authorized officer of the Escrow Agent,
addressed to the Underwriter, in form and substance satisfactory to the Underwriter dated
the Closing Date to the effect that (i) the Escrow Agent is a duly organized and validly
existing national banking association and has full power and authority to carry out its
activities under the Escrow Agreement, (ii) the Escrow Agreement has been duly
authorized, executed and delivered by the Escrow Agent and, assuming due
authorization, execution and delivery by the other party thereto, each of the Escrow
Agreement is the valid, legal and binding agreement of the Escrow Agent, enforceable in
accordance with its terms, and (iv) to the knowledge of the Escrow Agent, the execution
and delivery of the Escrow Agreement, and compliance with the provisions thereof, will
not conflict with, or constitute a breach of or default under, any law, administrative
regulation, court decree, resolution, articles of association, by-law or material agreement
to which the Escrow Agent is subject or by which it is bound;
(12) An opinion of counsel to the Escrow Agent, addressed to the Underwriter,
in form and substance satisfactory to the Underwriter dated the Closing Date, in
substantially the form attached hereto as Appendix C;
(13) Executed copies of this Bond Purchase Agreement, the Indenture, the
Continuing Disclosure Certificate, the Escrow Agreement and the Official Statement,
together with a copy of the record of proceedings for the Bonds;
(14) A Tax Certificate of the District signed by an authorized officer of the
District;
(15) Evidence that the underlying credit ratings on the Bonds of “[AAA]” and
“[AAA]”, have been assigned by Standard & Poor’s Global Ratings ("S&P") and Fitch
Ratings ("Fitch"), respectively, and that each is in full force and effect on the Closing
Date;
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(16) A copy of the Blue Sky Survey with respect to the Bonds;
(17) A copy of the District’s executed Blanket Letter of Representation to The
Depository Trust Company; and
(18) Such additional legal opinions, certificates, proceedings, instruments and
other documents as the Underwriter or Bond Counsel may reasonably request to evidence
compliance by the District with legal requirements, the accuracy, as of the time of
Closing, of the District’s representations herein contained and the due performance or
satisfaction by the District at or prior to such time of all agreements then to be performed
and all conditions then to be satisfied by the District.
If the District shall be unable to satisfy the conditions to the Underwriter’s obligations
contained in this Bond Purchase Agreement or if the Underwriter’s obligations shall be
terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase
Agreement shall terminate and neither the District nor the Underwriter shall have any further
obligation hereunder, nor any liability to any other party with respect to such termination.
10.The Underwriter may terminate this Bond Purchase Agreement by notification to
the District if at any time after the date hereof and prior to the Closing any of the following
events occur and, in the reasonable judgment of the Underwriter (A) materially affects the
market price or marketability of the Bonds or (B) the ability of the Underwriter to enforce
contracts for the sale of the Bonds, at the contemplated offering prices (or yields) of the Bonds:
a.Legislation shall have been favorably reported for passage in either house of the
Congress of the United States of America by any committee of such house to which legislation
has been referred for consideration or has been enacted (or resolution passed) by the Congress of
the United States of America or recommended to the Congress by the President of the United
States, the Department of the Treasury, the Internal Revenue Service, or any member of
Congress, or favorably reported for passage to either House of Congress by any committee of
such House to which such legislation had been referred for consideration, or a decision rendered
by a court established under Article III of the Constitution of the United States of America or by
the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or
proposed), press release or other form of notice issued or made by or on behalf of the Treasury
Department of the United States of America or the Internal Revenue Service;
b.Legislation shall have been favorably reported for passage by either house of the
United States Congress by any committee of such house to which such legislation has been
referred for consideration, or has been enacted (or resolution passed) by the Congress or an
order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling,
regulation (final, temporary or proposed), press release or other form of notice issued or made by
or on behalf of the Securities and Exchange Commission, or any other governmental agency
having jurisdiction of the subject matter, to the effect that obligations of the general character of
the Bonds, including any or all underlying arrangements, are not exempt from registration under
or other requirements of the Securities Act of 1933, as amended, or that the Indenture is not
exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as
amended, or that the issuance, offering or sale of obligations of the general character of the
12
Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official
Statement or otherwise is or would be in violation of the federal securities laws as amended and
then in effect;
c.A general suspension of trading in securities on the New York Stock Exchange, or
the imposition by the New York Stock Exchange or other national securities exchange, or any
governmental authority, of any material restrictions not now in force with respect to the Bonds,
or the material increase of any such restrictions now in force, including those relating to the
extension of credit by, or the charge to the net capital requirements of, the Underwriter, or a
general banking moratorium or limits on loans or the amounts of loans to investment banking
firms in general shall have been declared by federal, State of New York or State of California
officials authorized to do so;
d.The introduction, proposal or enactment of any amendment to the United States
Constitution or California Constitution or any action by any federal or California court,
legislative body, regulatory body or other authority materially adversely affecting the tax status
of the District, its property, income, securities (or interest thereon), the validity or enforceability
of the Resolution, the Indenture or the Bonds;
e.Any event occurring, or information becoming known which, in the judgment of
the Underwriter, makes untrue in any material respect any statement or information contained in
the Preliminary Official Statement, as of its date or as of the date hereof, or in the Official
Statement, or has the effect that the Preliminary Official Statement, as of its date or as of the date
hereof, or in the Official Statement, contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, and, in either such
event, (A) the District refuses to permit the Official Statement to be supplemented to supply such
statement or information in a manner satisfactory to the Underwriter or (B) the effect of the
Official Statement as so supplemented is, in the judgment of the Underwriter, to materially
adversely affect the market price or marketability of the Bonds or the ability of the Underwriter
to enforce contracts for the sale, at the contemplated offering prices (or yields), of the Bonds;
f.There shall have occurred any outbreak or increase of hostilities or terrorism or
other local, national or international event, act, occurrence, calamity or crisis, or there shall have
occurred a financial crisis or a default with respect to the debt obligations of, or the institution of
proceedings under the federal or applicable state bankruptcy laws by or against, any agency or
instrumentality of the State of California, any state of the United States or agency thereof, or any
District located in the United States having a population of over one million the effect of which
on the financial markets of the United States of America;
g.There shall have been any material change in the affairs of the District, or the
Official Statement shall have been supplemented pursuant to Section 8(k) hereof;
h.Any rating of the Bonds shall have been downgraded, suspended or withdrawn by
a national rating service;
13
i.An order, decree or injunction of any court of competent jurisdiction, issued or
made to the effect that the issuance, offering or sale of obligations of the general character of the
Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations,
as contemplated hereby or by the Preliminary Official Statement of the Official Statement, is or
would be in violation of any applicable law, rule or regulation, including (without limitation) any
provision of applicable federal securities law as amended and then in effect;
j.A stop order, ruling, regulation or official statement by the Securities and
Exchange Commission or any other governmental agency having jurisdiction of the subject
matter shall have been made or any other event occurs, the effect of which is that the issuance,
offering or sale of the Bonds, or the execution and delivery of the Legal Documents as
contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or
would be in violation of any applicable law, rule or regulation, including (without limitation) any
provision of applicable federal securities laws, including the Securities Act of 1933, the
Securities and Exchange Act of 1934, or the Trust Indenture Act of 1939, each as amended and
as then in effect; or
k.Any litigation shall be instituted or pending (with service of process against the
District having been accomplished) at the time of the Closing to restrain or enjoin the issuance,
sale or delivery of the Bonds, or in any way contesting or affecting any authority for or the
validity of the proceedings, authorizing and approving the Bonds, the Resolution, the Legal
Documents or the existence or powers of the District with respect to its obligations under the
Legal Documents or the Bonds.
11.The District shall, except as set forth in the next succeeding paragraph, pay any
expenses incident to the performance of the District’s obligations hereunder, including but not
limited to the following: (i) the cost of the preparation, printing and delivery of the Bonds,
(ii) the fees for bond ratings, (iii) the cost of printing and distribution of the Indenture, the
Continuing Disclosure Certificate, the Preliminary Official Statement and the Official Statement,
(iv) the fees and disbursements of Orrick, Herrington & Sutcliffe LLP, as Bond Counsel, and of
Schiff Hardin LLP, as Disclosure Counsel, (v) any fees and disbursements of the District’s
accountants (vii) the fees and disbursements of the Trustee and its counsel, (vii) the fees and
expenses of Backstrom McCarley Berry & Co., LLC, financial advisor to the District, (viii) the
fees and disbursements of any accountants, attorneys, auditors, experts, consultants or advisors
retained by the District, and (ix) any other costs and disbursements incurred by the District in
connection with the transaction. To the extent that the Underwriter, in order to facilitate the
transactions hereunder, has advanced funds to pay any expenses of the District incidental to this
Bond Purchase Agreement and the transactions hereunder (including, but not limited to,
transportation, lodging, meals and other ancillary costs of District representatives associated with
the financing), the District shall reimburse the Underwriter for such advances as part of the
Underwriter’s discount.
The Underwriter shall pay (i) the fees and disbursements of Hawkins Delafield & Wood
LLP, retained by the Underwriter in connection with the purchase and sale of the Bonds pursuant
hereto as Underwriter’s counsel, (ii) the fee payable to the California Debt and Investment
Advisory Commission with respect to the sale of the Bonds, (iii) advertising expenses and all
other expenses incurred by the Underwriter in connection with the public offering and
14
distribution of the Bonds, (iv) fees and expenses related to obtaining CUSIP numbers, and
(v) expenses to qualify the Bonds for sale under any Blue Sky laws. Notwithstanding that the
fees payable to the California Debt and Investment Advisory Commission are solely the legal
obligation of the Underwriter, the District agrees to reimburse the Underwriter for such fees as
part of the Underwriter’s discount.
12.Any notice or other communication to be given to the District under this Bond
Purchase Agreement may be given by delivering the same in writing to Midpeninsula Regional
Open Space District, 330 Distel Circle, Los Altos, CA 94022-1404, Attention: Chief Financial
Officer, or to such other person as she may designate in writing, and any notice or other
communication to be given to the Underwriter under this Bond Purchase Agreement (other than
the acceptance hereof as specified in the first Paragraph hereof) may be given by delivering the
same in writing to Morgan Stanley & Co. LLC, 555 California Street, 21st Floor, San Francisco,
California 94104, Attention: Adam Aranda.
13.The validity, interpretation and performance of this Bond Purchase Agreement
shall be governed by the laws of the State of California.
14.The term “end of the underwriting period” means the later of such time as (i) the
District delivers the Bonds to the Underwriter or (ii) the Underwriter does not retain directly or
as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public.
Unless the Underwriter gives notice to the contrary, the “end of the underwriting period” shall be
deemed the Closing Date. Any notice delivered pursuant to this Section shall be written notice,
delivered to the District at or prior to the Closing, and shall specify a date, other than the Closing
Date (or other date specified by notice delivered pursuant to this Section), to be deemed the “end
of the underwriting period.”
15.This Bond Purchase Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
16.The District acknowledges and agrees that: (i) the transaction contemplated by
this Bond Purchase Agreement is an arm’s length, commercial transaction between the District
and the Underwriter in which the Underwriter is acting solely as a principal and is not acting as a
municipal advisor, financial advisor or fiduciary to the District; (ii) the Underwriter has not
assumed any advisory or fiduciary responsibility to the District with respect to the transaction
contemplated hereby and the discussions, undertakings and procedures leading thereto
(irrespective of whether Underwriter has provided other services or is currently providing other
services to the District on other matters); (iii) the only contractual obligations the Underwriter
has to the District with respect to the transaction contemplated hereby expressly are set forth in
this Bond Purchase Agreement; and (iv) the District has consulted its own legal, accounting, tax,
financial and other advisors, as applicable, to the extent it has deemed appropriate.
17.Issue Price.
(a) The Underwriter agrees to assist the District in establishing the issue price of the
Securities and shall execute and deliver to the District at Closing an “issue price” or similar
15
certificate, together with the supporting pricing wires or equivalent communications,
substantially in the form attached hereto as Appendix D, with such modifications as may be
appropriate or necessary, in the reasonable judgment of the Underwriter, the District and Bond
Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price
or prices to the public of the Bonds. All actions to be taken by the District under this section to
establish the issue price of the Bonds may be taken on behalf of the District by the District’s
municipal advisor identified herein and any notice or report to be provided to the District may be
provided to the District’s municipal advisor.
(b) [Except as otherwise set forth in Schedule I attached hereto,] the District will treat
the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public
as the issue price of that maturity (if different interest rates apply within a maturity, each separate
CUSIP number within that maturity will be subject to the 10% test). At or promptly after the
execution of this Bond Purchase Agreement, the Underwriter shall report to the District the price
or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test
has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report
to the District the prices at which it sells the unsold Bonds of that maturity to the public. That
reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10%
test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have
been sold to the public.
[Subsection (c) shall apply only if the Underwriter agrees to apply the hold-the-offering-
price rule, as described below.]
(c) The Underwriter confirms that it has offered the Bonds to the public on or before
the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering
price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as
otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase
Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and
for which the District and the Underwriter agree that the restrictions set forth in the next sentence
shall apply, which will allow the District to treat the initial offering price to the public of each
such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price
rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the
Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at
a price that is higher than the initial offering price to the public during the period starting on the
sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of
the Bonds to the public at a price that is no higher than the initial offering
price to the public.
The Underwriter shall promptly advise the District when it has sold 10% of that maturity of the
Bonds to the public at a price that is no higher than the initial offering price to the public, if that
occurs prior to the close of the fifth (5th) business day after the sale date.
16
(d) The Underwriter confirms that any selling group agreement and any retail
distribution agreement relating to the initial sale of the Bonds to the public, together with the
related pricing wires, contains or will contain language obligating each dealer who is a member
of the selling group and each broker-dealer that is a party to such retail distribution agreement, as
applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each
maturity allotted to it until it is notified by the Underwriter that either the 10% test has been
satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the
public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for
so long as directed by the Underwriter. The District acknowledges that, in making the
representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling
group has been created in connection with the initial sale of the Bonds to the public, the
agreement of each dealer who is a member of the selling group to comply with the hold-the-
offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing
wires, and (ii) in the event that a retail distribution agreement was employed in connection with
the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to
such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the
retail distribution agreement and the related pricing wires. The District further acknowledges
that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling
group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its
corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
(e) The Underwriter acknowledges that sales of any Bonds to any person that is a
related party to the Underwriter shall not constitute sales to the public for purposes of this
section. Further, for purposes of this section:
(i) “public” means any person (including an individual, trust, estate,
partnership, association, company, or corporation) other than an
underwriter or a related party,
(ii) “underwriter” means (A) any person that agrees pursuant to a written
contract with the District (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the
public and (B) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (A) to participate in
the initial sale of the Bonds to the public (including a member of a selling
group or a party to a retail distribution agreement participating in the
initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i)
more than 50% common ownership of the voting power or the total value
of their stock, if both entities are corporations (including direct ownership
by one corporation of another), (ii) more than 50% common ownership of
their capital interests or profits interests, if both entities are partnerships
(including direct ownership by one partnership of another), or (iii) more
than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as
17
applicable, if one entity is a corporation and the other entity is a
partnership (including direct ownership of the applicable stock or interests
by one entity of the other), and
(iv) “sale date” means the date of execution of this Bond Purchase Agreement
by all parties.
S-1
18.This Bond Purchase Agreement when accepted by the District in writing as
heretofore specified shall constitute the entire agreement between the District and the
Underwriter and is made solely for the benefit of the District and the Underwriter (including the
successors or assigns of the Underwriter). No other person shall acquire or have any right
hereunder or by virtue hereof.
Very truly yours,
MORGAN STANLEY & CO. LLC
By: ____________________________________
Executive Director
Agreed and Accepted this
____ day of ______________ at _____ p.m.
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
By: __________________________________
Chief Financial Officer
2932803.2 042137 AGMT
SCHEDULE I
$[Series A Principal Amount]
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
GREEN BONDS, 2018 REFUNDING SERIES A
2018 REFUNDING SERIES A SERIAL BONDS
Maturity Date
(Sept. 1) Principal Amount Interest Rate Yield Price 10% Sold
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2018 REFUNDING SERIES A TERM BONDS
$________ ____% Term Bond due September 1, 20__; Yield ____%; Price: ______
_________________
C Price to par call on September 1, 20__.
20
$[Series B Principal Amount]
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
PARITY BONDS, 2018 SERIES B
2018 SERIES B SERIAL BONDS
Maturity Date
(Sept. 1) Principal Amount Interest Rate Yield Price
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2018 SERIES B TERM BONDS
$________ ____% Term Bond due September 1, 20__; Yield ____%; Price: ______
_________________
C Price to par call on September 1, 20__.
A-1
2932803.2 042137 AGMT
APPENDIX A
FORM OF DISCLOSURE COUNSEL OPINION
[Closing Date], 2018
Midpeninsula Regional Open Space District
Los Altos, California
Morgan Stanley & Co. LLC
San Francisco, California
Re: Midpeninsula Regional Open Space District Green Bonds, 2018 Refunding Series
A
Midpeninsula Regional Open Space District Parity Bonds, 2018 Series B
Ladies and Gentlemen:
We have acted as disclosure counsel to the Midpeninsula Regional Open Space District
(the “District”) in connection with the issuance by the District of $[Series A Principal Amount]
principal amount of Midpeninsula Regional Open Space District Green Bonds, 2018 Refunding
Series A (the “2018 Series A Bonds”) and $[Series B Principal Amount] principal amount of
Midpeninsula Regional Open Space District Parity Bonds, 2018 Series B (the “2018 Series B
Bonds” and together with the 2018 Series A Bonds, the “2018 Bonds”). The 2018 Bonds are
issued pursuant to the Constitution and laws of the State of California (the “State”), including the
provisions of Article 3 of Chapter 3 of Division 5 of the Public Resources Code (the “District
Act”), and all laws amendatory thereof or supplemental thereto, including Articles 10 and 11 of
Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California
(together with the District Act, the “Law”) and an Indenture, dated as of [Dated Date], 2018 (the
“Indenture”), between the District and Zions Bank, a division of ZB, National Association, as
trustee (the “Trustee”), and are more fully described in the Official Statement relating to the
2018 Bonds, dated [Pricing Date], 2018 (the “Official Statement”). The 2018 Bonds were
purchased by Morgan Stanley & Co. LLC (the “Underwriter”) pursuant to the terms and
conditions of a Bond Purchase Agreement, dated [Pricing Date], 2018 (the “Purchase
Agreement”), by and between the Underwriter and the District. Capitalized terms used herein
and not otherwise defined shall have the meanings given to such terms as set forth in the Official
Statement.
We have examined originals, or copies certified or otherwise identified to our satisfaction, of
such documents, records, certificates and other instruments as we have deemed necessary or
appropriate for the purpose of rendering this opinion, including, without limitation, the Indenture;
the Escrow Agreement, dated as of [Dated Date], 2018 (the “2018 Escrow Agreement”) by and
among the District, the Midpeninsula Regional Open Space District Financing Authority (the
“Authority”), and The Bank of New York Mellon Trust Company, N.A., as escrow agent; the
A-2
Official Statement; the Continuing Disclosure Certificate, dated [Closing Date], 2018 (the
“Continuing Disclosure Certificate”) executed by the District and agreed to and accepted by
Goodwin Consulting Group, as dissemination agent (the “Dissemination Agent”); opinions of
counsel to the District and to the Trustee; certificates of the District, the Authority, and others; and
such other documents, reports, certificates, opinions and matters to the extent we deemed necessary
to provide the opinions or conclusions set forth herein.
In arriving at the opinions and conclusions hereinafter expressed, we are not expressing
any opinion or view on, and with your permission are assuming and relying on, the validity,
accuracy and sufficiency of the records, documents, certificates and opinions referred to above,
including the accuracy of all factual matters represented and legal conclusions contained therein,
including, without limitation, any representations and legal conclusions regarding the due
authorization, issuance, delivery, validity and enforceability of the 2018 Bonds; the exclusion of
interest thereon from gross income for federal income tax purposes; the legality, validity and
enforceability of the Continuing Disclosure Certificate, and any laws, documents and
instruments that may be related to the issuance, payment or security of the 2018 Bonds.
We have assumed that all documents, records, reports, certificates and opinions that we
have reviewed, and the signatures thereto, are genuine. Based on and subject to the foregoing,
and in reliance thereon, as of the date hereof, we are of the following opinions or conclusions:
1.The 2018 Bonds constitute exempt securities under Section 3(a)(2) of the
Securities Act of 1933, as amended; the offer, sale and delivery of the 2018 Bonds do not require
registration under the Securities Act of 1933, as amended, and the Indenture is exempt from
qualification under the Trust Indenture Act of 1939, as amended.
2.In our capacity as disclosure counsel to the District in connection with the issuance
of the 2018 Bonds, we have rendered certain legal advice and assistance in connection with the
preparation of the Official Statement. Rendering such assistance involved, among other things,
discussions and inquiries concerning various legal matters, review of certain records, documents
and proceedings, and participation in meetings, discussions and telephone conferences with, among
others, representatives of the District, the Underwriter, Backstrom McCarley Berry & Co., LLC, as
Financial Advisor to the District, Causey Demgen & Moore P.C., as Verification Agent, Bond
Counsel, General Counsel to the District, Underwriter’s Counsel, counsel to the Trustee, and the
Dissemination Agent, during which meetings and telephone conferences the contents of the Official
Statement and related matters were discussed. We have not undertaken to verify independently,
and have assumed, the accuracy of the factual matters represented, warranted or certified in the
documents, and of the legal conclusions contained in the opinions, referred to in the second
paragraph hereof.
Based upon our participation in the above-referenced conferences (which did not extend
beyond the date of the Official Statement, the information made available to us in the course of our
participation in the preparation of the Official Statement, and in reliance on the documents,
certificates, records, instruments and opinions herein mentioned, and without passing on or
assuming any responsibility for the accuracy, completeness or fairness of the statements made in the
Official Statement and without having made any independent investigation or verification thereof,
A-3
we confirm that nothing has come to our attention which would lead us to believe that the Official
Statement (excluding therefrom financial, engineering, demographic and statistical data,
forecasts, projections, estimates, assumptions and expressions of opinions, CUSIP numbers,
statements relating to DTC and the operation of its book-entry system and the appendices to the
Official Statement (excluding APPENDIX E–“FORM OF CONTINUING DISCLOSURE CERTIFICATE” as
to all of which no view need be expressed) as of its date and the date hereof contains any untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not
misleading in any material respect. In this connection, however, we must advise you that the
limitations inherent in the examination made by us and the knowledge available to us are such that
we are unable to assume, and are not passing upon and do not assume responsibility for the
accuracy, completeness or fairness of any of the statements contained in the Official Statement
and make no representation that we have independently verified the accuracy, completeness or
fairness of any such statements.
We are admitted to the Bar in the State of California. Our opinion herein is limited to
matters governed by the laws of the State of California and the federal securities laws of the
United States, and we assume no responsibility with respect to the applicability or the effect of
the laws of any other jurisdiction.
This letter is furnished by us as disclosure counsel to the District. This letter is delivered
to the addressees hereof, solely for their benefit, and is not to be used, circulated, quoted or
otherwise referred to or relied upon for any other purpose or by any other person without our
prior written consent, although it may be included in a closing transcript prepared for the 2018
Bonds. Our engagement with respect to this matter has terminated as of the date hereof, and we
disclaim any obligation to update this letter. This letter is not intended to, and may not, be relied
upon by owners of the 2018 Bonds or by any other party to whom it is not specifically addressed.
Very truly yours,
B-1
APPENDIX B
FORM OF DISTRICT COUNSEL OPINION
[Closing Date], 2018
Midpeninsula Regional Open Space District
Los Altos, California
Morgan Stanley & Co. LLC
San Francisco, California
Re: $[Principal Amount]
Midpeninsula Regional Open Space District Green Bonds, 2018 Refunding Series A
Midpeninsula Regional Open Space District Parity Bonds, 2018 Series B
Ladies and Gentlemen:
We have acted as counsel to the Midpeninsula Regional Open Space District (the
“District”) in connection with the issuance by the District of its Green Bonds, 2018 Refunding
Series A (the “2018 Series A Bonds”) and its Parity Bonds, 2018 Series B (the “2018 Series B
Bonds” and, together with the 2018 Series A Bonds, the “Bonds”) in the aggregate principal
amount of $[Principal Amount] and the sale of such Bonds pursuant to the Bond Purchase
Agreement dated [Pricing Date], 2018 (the “Bond Purchase Agreement”) between the District
and Morgan Stanley & Co. LLC.
In connection therewith, we have examined originals or copies certified or otherwise
identified to our satisfaction of such documents, records and other instruments as we have
deemed necessary or appropriate for the purpose of this opinion, including (i) Resolution No. 19-
97 adopted by the District of Directors of the District (the "Board") on [Resolution Date] (the
“Board Resolution”), (ii) a First Supplemental Indenture, dated as of [Dated Date], 2018, by and
between the District and Zions Bank, a division of ZB, National Association, as trustee (the
“Trustee”), supplementing the Indenture, dated as of September 1, 2016 (collectively, the
“Indenture”), (iii) the Preliminary Official Statement of the District relating to the Bonds dated
[POS Date] (the “Preliminary Official Statement”) and the Official Statement of the District
relating to the Bonds dated [Pricing Date], 2018 (the “Official Statement”), (iv) the Escrow
Agreement, dated as of [Dated Date], 2018 (the "Escrow Agreement"), by and between the
District and The Bank of New York Mellon Trust Company, N.A. (the "Escrow Agent"), (v) the
Continuing Disclosure Certificate, dated [Closing Date], 2018 (the “Continuing Disclosure
Certificate”), executed by the District, (vi) the Tax Certificate, dated the date hereof and
executed by the District, and (vii) the various proceedings of the District and certificates and
counsel opinions executed and delivered in connection with the sale of the Bonds.
Based upon the foregoing and upon consideration of applicable law, and subject to the
qualifications provided herein, we are of the opinion that:
1.The District is duly organized and validly existing under the laws of the State of
California.
B-2
2.The District Resolution was duly adopted, and the Indenture, the Bond Purchase
Agreement, the Escrow Agreement and the Continuing Disclosure Certificate (the “District
Legal Documents”) and the Preliminary Official Statement and the Official Statement were duly
approved and authorized to be executed, at a meeting of the governing body of the District,
which was called and held pursuant to law and with all public notice required by law and at
which a quorum was present and acting throughout.
3.The District has the right and power under law to adopt the District Resolution
and to enter into the District Legal Documents. The District Legal Documents are valid and
binding upon the District and enforceable in accordance with its terms (except as enforcement
may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws
relating to the enforcement of creditor’s rights generally). No other authorization for the
adoption of the District Resolution, the execution and delivery of the Indenture and the issuance
of the Bonds is required (except for “Blue Sky” laws and other securities regulation of which we
express no opinion).
4.Other than as described in the Preliminary Official Statement and the Official
Statement, there is no action, suit, proceeding, or investigation at law or in equity before or by
any court, public board or body, pending (with service of process against the District having
been accomplished) or, to the best of our knowledge, threatened against or affecting the District
(i) to restrain or enjoin the issuance or the delivery of the Bonds, (ii) in any way contesting or
affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Indenture
or the District Resolution, (iii) in any way contesting the existence or powers of the District with
respect to the issuance of the Bonds or the security therefore, or (iv) if determined adversely to
the District, would have a material, adverse impact on the operations or finances of the District.
5.The execution and delivery of the District Legal Documents by the District, and
performance by the District of its obligations thereunder, will not in any material manner conflict
with or result in a breach of any of the terms, conditions or provisions of any agreement or
instrument to which the District is a party or by which it is bound or constitute a default
thereunder.
6.The District is not in material breach of or default under any applicable law or
administrative regulation of the State or any applicable judgment or decree or any lease
agreement, indenture, bond, note, resolution, agreement or other instrument to which the District
is a party or is otherwise subject which breach or default would, materially adversely affect the
District’s ability to enter into or perform its obligations under the District Legal Documents, and
no event has occurred and is continuing which, with the passage of time or the giving of notice,
or both, would constitute such a breach or default.
7.To the best of my knowledge, the information in the Preliminary Official
Statement and the Official Statement concerning the District (excluding therefrom financial
statements and other statistical data included in the Official Statement, and the information
contained under the caption “UNDERWRITING” and all information concerning the book-entry
system set forth under the caption “The 2018 Bonds” and in [Appendix G], as to which no view
is expressed) does not contain any untrue statement of a material fact or omit to state a material
B-3
fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
Very truly yours,
D-1
APPENDIX C
FORM OF ESCROW AGENT COUNSEL OPINION
[Closing Date], 2018
Midpeninsula Regional Open Space District
Los Altos, California
Morgan, Stanley & Co. LLC
San Francisco, California
Re: Midpeninsula Regional Open Space District Financing Authority 2011 Revenue Bonds
Ladies and Gentlemen:
I am a Managing Counsel in the Legal Department of The Bank of New York Mellon
Trust Company, N.A. (“BNY Mellon”) and I am delivering this opinion in connection with the
execution and delivery of that certain Escrow Agreement dated as of [Dated Date], 2018 (the
“Agreement”), between the Midpeninsula Regional Open Space District and BNY Mellon, as
escrow agent. All capitalized terms used herein not otherwise defined shall be as defined in the
Agreement.
In rendering the opinions set forth below, I have examined the originals, or copies
certified to my satisfaction, of such agreements (including, without limitation, the Agreement),
certificates and other statements of government officials and corporate officers of BNY Mellon,
documents and other papers as I deemed relevant and necessary as a basis for such opinion and
have relied as to factual matters on representations, warranties and other statements therein.
With respect to parties other than BNY Mellon, in such examination, I have assumed the
authenticity of all documents submitted to me as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all documents submitted
to me as copies. In my examination of documents (including, without limitation, the Agreement)
executed by parties other than BNY Mellon, I have also assumed that, if the opinions set forth in
paragraphs (1) through (4) below referred to such parties and such documents, such opinions
would be true and correct with respect to such parties and such documents.
The opinions expressed herein are limited to the laws of the State of California and the
Federal law of the United States, and I do not express any opinion herein concerning any other
law.
Based upon the foregoing, I am of the opinion that:
(1) BNY Mellon is a national banking association duly organized and validly existing
under the laws of the jurisdiction of its organization and has the corporate power to execute and
D-2
deliver the Agreement and any other documentation relating to the Agreement, and to perform its
obligations under the Agreement.
(2) The execution and delivery by BNY Mellon of the Agreement and any other
documentation relating to the Agreement, and its performance of its obligations under the
Agreement, have been and are as of the date hereof duly authorized by all necessary corporate
action.
(3) No approval, authorization or other action by, or filing with, any governmental
body or regulatory authority (which has not been obtained) is required in connection with the due
execution, delivery and performance by BNY Mellon of the Agreement.
(4) The Agreement has been duly executed and delivered and constitutes the valid
and legally binding obligation of BNY Mellon enforceable against it in accordance with its terms
except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity (regardless of whether enforcement is sought as a
proceeding in equity or at law).
My opinions are subject to the following assumptions and qualifications:
I express no opinion as to (a) any transactions not specifically referred to herein; (b) any
provision of the Agreement to the extent it provides that a party is entitled to recover more than
its actual damages under the Agreement; (c) any right, remedy or provision of the Agreement
(including without limitation any termination payment provisions thereof) which, if determined
to be a penalty, a court or other authority or body may have the discretion to invalidate or decline
to enforce; (d) the enforcement of rights with respect to indemnification and contribution
obligations; (e) any provision relating to severability; (f) any provision purporting to waive or
limit rights to trial by jury, oral amendments to written agreements or rights of set-off; (g) any
provision relating to submission to jurisdiction, venue or service of process; (h) any provision
purporting to prohibit, restrict or require the consent of the other party for the transfer of, or the
creation, attachment or perfection of a security interest in, the Agreement or an interest therein,
which may be limited by applicable law or considerations of public policy; (i) any provision that
provides that the rights of the parties to the Agreement may not be assigned by a party without
the prior written consent of the other party or parties, which may be limited by Sections 9406 or
9408 of the Uniform Commercial Code; (j) the tax consequences of any transaction under the
Agreement; (k) any Federal securities laws, pension and employee benefit laws (e.g., ERISA),
anti-money laundering laws, trading with the enemy laws, or other laws of special or general
application not normally covered in an opinion on capacity and enforceability, in accordance
with market practice; or (l) the priority, perfection, attachment or validity of any security interest
created under the Agreement or the enforcement of remedies in connection therewith.
D-3
This opinion is based upon facts and law in existence on the date hereof and I disclaim
any obligation to advise you of any changes therein occurring after the date hereof. This opinion
is given for the use and benefit of the addressee and no other party or entity is entitled to rely on
it.
Very truly yours,
APPENDIX D
FORM OF ISSUE PRICE CERTIFICATE
$[PRINCIPAL AMOUNT]
[BOND CAPTION]
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of MORGAN STANLEY & CO. LLC (the “Underwriter”),
hereby certifies as set forth below with respect to the sale and issuance of the above-captioned
obligations (the “Bonds”).
Select appropriate provisions below:
1. [Alternative 1 1 – All Maturities Use General Rule: Sale of the Bonds. As of the
date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of
such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule
A.][Alternative 2 2 – Select Maturities Use General Rule: Sale of the General Rule Maturities.
As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price
at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price
listed in Schedule A.]
2.Initial Offering Price of the [Bonds][Hold-the-Offering-Price Maturities].
(a) [Alternative 1 3 – All Maturities Use Hold-the-Offering-Price Rule: The
Underwriter offered the Bonds to the Public for purchase at the respective initial offering prices
listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the
pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule
B.] [Alternative 2 4 – Select Maturities Use Hold-the-Offering-Price Rule: The Underwriter
offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial
offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A
copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate
as Schedule B.]
(b) [Alternative 1 – All Maturities use Hold-the-Offering-Price Rule: As set forth in the
Bond Purchase Agreement, the Underwriter has agreed in writing that, (i) for each Maturity of
the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person at a
price that is higher than the Initial Offering Price for such Maturity during the Holding Period for
such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall
contain the agreement of each dealer who is a member of the selling group, and any retail
distribution agreement shall contain the agreement of each broker-dealer who is a party to the
retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such
1 If Alternative 1 is used, delete the remainder of paragraph 1 and all of paragraph 2 and renumber paragraphs accordingly.
2 If Alternative 2 is used, delete Alternative 1 of paragraph 1 and use each Alternative 2 in paragraphs 2(a) and (b).
3 If Alternative 1 is used, delete all of paragraph 1 and renumber paragraphs accordingly.
4 Alternative 2(a) of paragraph 2 should be used in conjunction with Alternative 2 in paragraphs 1 and 2(b).
agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Bonds at a
price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during
the Holding Period. [Alternative 2 - Select Maturities Use Hold-the-Offering-Price Rule: As set
forth in the Bond Purchase Agreement, the Underwriter has agreed in writing that, (i) for each
Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the
Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for
such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”),
and (ii) any selling group agreement shall contain the agreement of each dealer who is a member
of the selling group, and any retail distribution agreement shall contain the agreement of each
broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-
offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered
or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the
respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.
3.Defined Terms.
[(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A
hereto as the “General Rule Maturities.”]
[(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in
Schedule A hereto as the “Hold-the-Offering-Price Maturities.”]
[(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the
period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day
after the Sale Date ([DATE]), or (ii) the date on which the Underwriter has sold at least 10% of
such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial
Offering Price for such Hold-the-Offering-Price Maturity.
(d) Issuer means Midpeninsula Regional Open Space District.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest rates,
are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter.
(g) Related Party means any entity if an Underwriter and such entity are subject,
directly or indirectly, to (i) more than 50% common ownership of the voting power or the total
value of their stock, if both entities are corporations (including direct ownership by one
corporation of another), (ii) more than 50% common ownership of their capital interests or profit
interests, if both entities are partnerships (including direct ownership by one partnership of
another), or (iii) more than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as applicable, if one
entity is a corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other).
(h) Sale Date means the first day on which there is a binding contract in writing for
the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [DATE].
(i) Underwriter means (i) any person that agrees pursuant to a written contract with
the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (i) of this paragraph to participate
in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a
retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the Underwriter's interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations thereunder. The undersigned understands that the foregoing information
will be relied upon by the Issuer with respect to certain of the representations set forth in the
[Tax Certificate] and with respect to compliance with the federal income tax rules affecting the
Bonds, and by Orrick, Herrington & Sutcliffe LLP, bond counsel, in connection with rendering
its opinion that the interest on the Bonds is excluded from gross income for federal income tax
purposes, the preparation of Internal Revenue Service Form 8038-G, and other federal income
tax advice it may give to the Issuer from time to time relating to the Bonds.
M
By:____________________________________
Name:__________________________________
___
Dated: [ISSUE DATE]
E-1
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
E-2
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
OHSUSA:766366148.8
RESOLUTION NO. _____
A RESOLUTION OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT AUTHORIZING THE ISSUANCE AND PRESCRIBING THE TERMS OF SALE OF NOT TO EXCEED $60,000,000 OF GENERAL OBLIGATION BONDS; APPROVING THE FORMS AND EXECUTION OF A FISCAL AGENT AGREEMENT AND A BOND PURCHASE CONTRACT; AND AUTHORIZING TAKING OF NECESSARY AND INCIDENTAL ACTIONS AND PREPARATION, EXECUTION AND DELIVERY OF NECESSARY DOCUMENTS RELATING TO SAID BONDS
WHEREAS, a special bond election was duly called and regularly held in the
Midpeninsula Regional Open Space District (herein called the “District”), on June 3, 2014,
pursuant to Article 3, commencing with Section 5500, of Chapter 3 of Division 5 of the Public
Resources Code, at which a bond measure (“Measure AA”) summarized as follows was
submitted to the electors of the District:
“To improve access to hiking and biking opportunities, protect and preserve
redwood forests, natural open spaces, the scenic beauty of our region and coastline,
critical wildlife habitat, restore creeks to protect water quality, and reduce forest fire risk;
shall Midpeninsula Regional Open Space District be authorized to issue up to $300
million in bonds, at a tax rate not to exceed $3.18 per $100,000 of assessed value of
property owned, with expenditures verified by an independent citizen oversight
committee?”
WHEREAS, passage of said measure required at least a two-thirds affirmative
vote of the votes cast thereon, and at least two-thirds of the votes cast on said measure were in
favor of issuing said bonds;
WHEREAS, the District has previously issued its “Midpeninsula Regional Open
Space District (Counties of Santa Clara, San Mateo and Santa Cruz, California) General
Obligation Bonds, Series 2015A” (the “Series 2015A Bonds”) in the original principal amount of
$40,000,000 and its “Midpeninsula Regional Open Space District (Counties of Santa Clara, San
Mateo and Santa Cruz, California) General Obligation Bonds, Series 2015B (Federally
Taxable)” (the “Series 2015B Bonds,” and, collectively with the Series 2015A Bonds, the
“Series 2015 Bonds”) in the original principal amount of $5,000,000, for authorized purposes;
WHEREAS, for the purpose of financing the projects authorized by Measure AA
(the “Projects”), the Board of Directors of the District (the “Board”) has determined at this time
to issue its General Obligation Bonds (Green Bonds), Series 2018 in the aggregate principal
amount of not to exceed $60,000,000 (the “Bonds”) pursuant to Article 3, commencing with
Section 5500, of Chapter 3 of Division 5 of the Public Resources Code and Article 4.5,
commencing with Section 53506, of Chapter 3 of Part 1 of Division 2 of Title 5 of the
Government Code of the State of California (collectively, the “Act”);
ATTACHMENT 5
OHSUSA:766366148.8
WHEREAS, Backstrom McCarley Berry & Co., LLC shall serve as the
Municipal Advisor to the District (the “Municipal Advisor”) with respect to the Bonds;
WHEREAS, Orrick, Herrington & Sutcliffe, LLP shall serve as Bond Counsel to
the District (the “Bond Counsel”), and Schiff Hardin LLP shall serve as Disclosure Counsel to
the District (the “Disclosure Counsel”) with respect to the Bonds;
WHEREAS, the Board deems it necessary and desirable to authorize the sale of
the Bonds by a negotiated sale to Morgan Stanley & Co. LLC (the “Underwriter”);
WHEREAS, Zions First National Bank has been retained by the District to, and
will, act as Fiscal Agent (the “Fiscal Agent”) with respect to the Bonds;
WHEREAS, pursuant to Measure AA, the District projected that the tax rate
necessary to pay debt service on bonds of the District issued under Measure AA in each year
would not exceed $3.18 per $100,000 of assessed valuation;
WHEREAS, it is estimated, based on the current assessed value of property in
the District, that the combined tax rate necessary to pay the debt service on the Series 2015
Bonds and the Bonds will not exceed $3.18 per $100,000 of assessed valuation in any year;
WHEREAS, the District hereby determines that the Bonds shall be issued as
unlimited property tax bonds pursuant to the Act and as authorized by the voters, and the District
shall provide a schedule of the estimated amount of money that will be required for the payment
of principal and interest on the Bonds and the tax rate necessary to pay the outstanding bonds
issued pursuant to Measure AA to the Counties of Santa Clara, San Mateo and Santa Cruz,
California (collectively, the “Counties”), which Counties are obligated to levy and collect ad
valorem taxes upon all property subject to taxation by the District in each year that the Bonds are
outstanding in amounts necessary and sufficient to pay debt service on the Bonds, and without
limitation as to rate or amount;
WHEREAS, the District is designating the Bonds as “Green Bonds” to allow
investors to invest directly in bonds that finance environmentally beneficial projects, as the
proceeds of the Bonds will be used to finance the acquisition and preservation of properties that
have been dedicated for open space purposes;
WHEREAS, the District acquires and preserves, or returns to its natural state,
such lands for scenic beauty and enjoyment, the protection of natural vegetation, wildlife and
agriculture, and establishes boundaries for urban growth and enhances quality of life, recreation
in nature and educational opportunities through the creation of a regional greenbelt;
WHEREAS, the District has determined that open space protects and restores the
natural environment and promotes healthier living by providing opportunities for ecologically
sensitive public enjoyment and education; and
WHEREAS, there have been submitted and are on file with the Clerk of this
Board (the “Clerk”) proposed forms of a Bond Purchase Contract, by and between the District
and the Underwriter (the “Bond Purchase Contract”), and a Fiscal Agent Agreement, by and
OHSUSA:766366148.8
between the District and the Fiscal Agent (the “Fiscal Agent Agreement”), each with respect to
not to exceed $60,000,000 aggregate principal amount of “Midpeninsula Regional Open Space
District (Counties of Santa Clara, San Mateo and Santa Cruz, California) General Obligation
Bonds (Green Bonds), Series 2018,” proposed to be sold; and
WHEREAS, a preliminary form of an official statement with respect to the
Bonds (the “Official Statement”) will be presented to the Board for approval at its meeting of
December 6, 2017;
NOW, THEREFORE, BE IT RESOLVED by the Midpeninsula Regional Open Space
District, as follows:
Section 1. Recitals. The District hereby specifically finds and declares that the
actions authorized hereby constitute and are with respect to public affairs of the District and that
the statements, findings and determinations of the District set forth above are true and correct.
Section 2. Authorization of Issue of Bonds. The Board hereby authorizes the
issuance and sale, from time to time, by negotiated sale, of one or more series of taxable or tax-
exempt Bonds of the District and tentatively designates said Bonds as the “Midpeninsula
Regional Open Space District (Counties of Santa Clara, San Mateo and Santa Cruz, California)
General Obligation Bonds (Green Bonds), Series 2018” in an aggregate principal amount not to
exceed $60,000,000, with such revised or additional designations as the General Manager or his
written designee, the Controller, or the Chief Financial Officer / Director of Administrative
Services (each an “Authorized Officer”) may deem necessary or desirable.
Section 3. Fiscal Agent Agreement. The form of Fiscal Agent Agreement, on file
with the Clerk, is hereby approved and the Authorized Officers are hereby severally authorized
and directed to execute and deliver the Fiscal Agent Agreement in substantially said form, with
such changes therein as the Authorized Officer executing the same may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof.
Section 4. Sale of Bonds; Bond Purchase Contract. The Board hereby authorizes the
issuance of the Bonds by negotiated sale to the Underwriter, and pursuant to Section 53508.9 of
the Government Code of the State of California, the Board has found and determined the
following reasons therefor: to (1) better ensure that the tax rate estimated to voters at the time of
the election will be maintained; (2) provide more flexibility in the timing of the sale of the
bonds; (3) result in a lower overall cost of borrowing; (4) provide more flexibility in the debt
structure; (5) allow the District to work with participants familiar with the District; and (6)
increase the opportunity to pre-market the Bonds for sale to local residents and other investors.
The form of Bond Purchase Contract by and between the Underwriter and the District on
file with the Clerk, is hereby approved. The Authorized Officers are hereby severally authorized
and directed to execute and deliver the Bond Purchase Contract in substantially said form, with
such changes therein as the Authorized Officer executing the same may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof and pursuant thereto
to sell the Bonds to the Underwriter for the purchase price set forth in the Bond Purchase
Contract, provided, however, that said price to be not less than the principal amount of the Bonds
OHSUSA:766366148.8
less an underwriting discount which shall not exceed 0.475% (exclusive of any original issue
discount) of the principal amount of the Bonds (which this Board hereby determines reflects an
underwriter’s spread that is both reasonable and customary under the prevailing market
conditions), no Bond shall mature later than September 1, 2048, no Bond shall bear interest at a
rate greater than 5.50% per annum, and the true interest cost of the Bonds shall not exceed
5.00%.
Section 5. Costs of Issuing the Bonds. The estimated costs of issuance of the Bonds,
excluding the underwriting discount, do not exceed 1.00% of the principal amount of the Bonds
sold.
Section 6. Request to Counties to Levy Tax. The Boards of Supervisors and officers
of the Counties are obligated by statute to provide for the levy and collection of property taxes in
each year upon all the real and personal property within the District and within their respective
County at a rate sufficient to meet the proportion of taxes necessary to be raised in the County to
pay all principal and interest coming due on the Bonds in such year. The amount of taxes to be
raised in each County shall be in the same proportion as the assessed valuation of the taxable
property in the District within the County is to the assessed valuation of all property in the
District. The District, in each year, shall provide the Board of Supervisors of the Counties with
the information necessary to make the levy and hereby requests the Counties to annually levy a
tax upon all taxable property in the District sufficient to redeem the Bonds and to transfer such
monies to or as requested by the District for deposit in the District’s debt service fund for the
Bonds held by the treasurer of the District. The Authorized Officers are hereby authorized and
directed to deliver certified copies of this Resolution to the appropriate officials of each of the
Counties. The tax for these Bonds is levied specifically for the purpose of paying the Bonds
issued to finance the projects specified in Measure AA.
Section 7. Pledge of Tax Revenues. The District hereby pledges all revenues from
the property taxes collected from the levy by the Counties for the payment of the Bonds and
amounts on deposit in the interest and sinking fund of the District collected for the Bonds to the
payment of the principal or redemption price of and interest on the Bonds. This pledge shall be
valid and binding from the date hereof for the benefit of the owners of the Bonds and successors
thereto. The property taxes and amounts held in the debt service fund of the District shall be
immediately subject to this pledge, and the pledge shall constitute a lien and security interest
which shall immediately attach to the property taxes and amounts held in the debt service fund of
the District to secure the payment of the Bonds and shall be effective, binding, and enforceable
against the District, its successors, creditors and all others irrespective of whether those parties
have notice of the pledge and without the need of any physical delivery, recordation, filing, or
further act. This pledge is an agreement between the District and the bondholders to provide
security for the Bonds in addition to the statutory lien set forth in Section 53515 of the
Government Code of the State of California, and “Bonds” for purposes of this pledge contained
herein means all bonds of the District issued pursuant to voter approved Measure AA of the
District, including the Bonds, the Series 2015 Bonds and any bonds issued to refund the Bonds
or any other bonds issued pursuant to Measure AA.
OHSUSA:766366148.8
Section 8. Ratification of Actions. All actions heretofore taken by the officers and
agents of the District with respect to the sale, execution and delivery of the Bonds and the other
transactions authorized and contemplated herein are hereby approved, confirmed and ratified.
Section 9. Approval of Further Actions. The officers of the District are hereby
authorized and directed, jointly and severally, to do any and all things which they may deem
necessary or advisable in order to consummate the transactions herein authorized and otherwise
to carry out, give effect to and comply with the terms and intent of this Resolution including, but
not limited to: preparation of the form of the Official Statement and presenting such form to the
Board; authorizing the preparation and distribution of all rating and marketing materials
necessary for the sale of the Bonds; and paying costs of issuance. The President of the Board,
the Clerk, the Authorized Officers, and the other officers of the District are hereby severally
authorized and directed to execute and deliver any and all documents, written requests,
certificates and representations, including but not limited to signature certificates, no-litigation
certificates, tax and rebate certificates, the letter of representations to The Depository Trust
Company and certificates concerning the contents of the Official Statement distributed in
connection with the sale of the Bonds, necessary or desirable to accomplish the transactions set
forth above and to administer the documents authorized hereby. The Authorized Officers may
execute and deliver one or more of each of the documents the form of which were presented to
the Board herewith and approved hereby.
Section 10. Notice to California Debt and Investment Advisory Commission. The
Board hereby authorizes and directs Bond Counsel to cause notices of the proposed sale and final
sale of the Bonds to be filed in a timely manner with the California Debt and Investment
Advisory Commission pursuant to Section 8855 of the Government Code. The issuance of the
Bonds will be made in compliance with the District’s adopted debt policy.
Section 11. Validity of Bonds. The Bonds are subject to California Code of Civil
Procedure Section 860 et. seq. In order to insure the validity of the Bonds, the District will
proceed to issue the Bonds only after the 60-day period from the date of adoption of this
resolution for actions to be brought pursuant to Section 863 of the California Code of Civil
Procedure has expired.
Section 12. Contract with Bond Owners. The provisions of this Resolution shall be a
contract with each and every owner of Bonds and the duties of the District and of the Board and
the officers of the District shall be enforceable by any bond owner by mandamus or other
appropriate suit, action or proceeding in any court of competent jurisdiction.
OHSUSA:766366148.8
Section 13. Effective Date. This Resolution shall take effect from and after its date of
adoption.
* * * * * * * * * * * * * * * * * * * *
PASSED AND ADOPTED this 8th day of November, 2017 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST: APPROVED:
______________________________________ ______________________________________
Clerk
Board of Directors
President
Board of Directors
APPROVED AS TO FORM:
______________________________________
General Counsel
OHSUSA:766366148.8
CLERK’S CERTIFICATE
I, Jennifer Woodworth, District Clerk of the Board of the Midpeninsula Regional
Open Space District, hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a
regular meeting of the Board of Directors of said District duly and regularly held at the regular
meeting place thereof on the 8th day of November, 2017, of which meeting all of the members of
said Board had due notice and at which a majority thereof were present; and at said meeting said
resolution was adopted by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
An agenda of said meeting was posted at least 72 hours before said meeting at
330 Distel Circle, Los Altos, California, a location freely accessible to members of the public,
and a brief general description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting on
file and of record in my office; the foregoing resolution is a full, true and correct copy of the
original resolution adopted at said meeting and entered in said minutes; and said resolution has
not been amended, modified or rescinded since the date of its adoption, and the same is now in
full force and effect.
WITNESS my hand and the seal of the Midpeninsula Regional Open Space
District this day of November, 2017.
________________________________________
District Clerk
OHS Draft
11/2/17
OHSUSA:767571562.3
FISCAL AGENT AGREEMENT
Between the
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
and
ZIONS FIRST NATIONAL BANK,
as Fiscal Agent
Dated as of [_________] 1, 2018
Relating to
$[PAR AMOUNT]
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
(COUNTIES OF SANTA CLARA, SAN MATEO AND SANTA CRUZ, CALIFORNIA)
GENERAL OBLIGATION BONDS (GREEN BONDS), SERIES 2018
ATTACHMENT 6
TABLE OF CONTENTS
Page
-i-
OHSUSA:767571562.3
ARTICLE I DEFINITIONS; AUTHORITY ................................................................................. 2
Section 1.01. Definitions ................................................................................................. 2
Section 1.02. Interpretation. .......................................................................................... 8
Section 1.03. Authority for this Agreement ................................................................. 8
ARTICLE II THE BONDS ............................................................................................................ 9
Section 2.01. Authorization............................................................................................ 9
Section 2.02. Terms of Bonds. ....................................................................................... 9
Section 2.03. Redemption. ............................................................................................ 10
Section 2.04. Form of Bonds ........................................................................................ 12
Section 2.05. Execution of Bonds ................................................................................ 12
Section 2.06. Transfer of Bonds .................................................................................. 12
Section 2.07. Exchange of Bonds ................................................................................. 13
Section 2.08. Bond Register ......................................................................................... 13
Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen ........................................ 13
Section 2.10. Book-Entry; Limited Obligation of District ........................................ 13
Section 2.11. Transfers Outside Book-Entry System ................................................ 14
Section 2.12. Payments and Notices to the Nominee ................................................. 14
ARTICLE III ISSUE AND SALE OF BONDS; APPLICATION OF PROCEEDS .................. 14
Section 3.01. Issuance and Delivery of Bonds ............................................................ 15
Section 3.02. Application of Proceeds of Sale of Bonds ............................................ 15
ARTICLE IV FUNDS AND ACCOUNTS ................................................................................. 15
Section 4.01. Bond Proceeds Fund. ............................................................................. 15
Section 4.02. Debt Service Fund; Bond Service Fund. .............................................. 16
Section 4.03. Rebate Fund. .......................................................................................... 17
Section 4.04. Deposit and Investment of Moneys in Funds .......................................... 18
ARTICLE V COVENANTS OF THE DISTRICT ...................................................................... 19
Section 5.01. Punctual Payment .................................................................................. 19
Section 5.02. Extension of Time for Payment ............................................................ 19
Section 5.03. Protection of Security and Rights of Bond Owners ............................ 19
Section 5.04. Further Assurances ................................................................................ 19
TABLE OF CONTENTS
(continued)
Page
-ii-
OHSUSA:767571562.3
Section 5.05. No Arbitrage ........................................................................................... 19
Section 5.06. Federal Guarantee Prohibition ............................................................. 19
Section 5.07. Private Activity Bond Limitation ......................................................... 19
Section 5.08. Rebate Requirement .............................................................................. 20
Section 5.09. Maintenance of Tax Exemption ............................................................ 20
Section 5.10. Continuing Disclosure ........................................................................... 20
Section 5.11. Collection of Taxes ................................................................................. 20
ARTICLE VI THE FISCAL AGENT ......................................................................................... 20
Section 6.01. Appointment of Fiscal Agent ................................................................ 20
Section 6.02. Compensation ......................................................................................... 21
Section 6.03. Resignation of Fiscal Agent ................................................................... 21
Section 6.04. Removal of Fiscal Agent ........................................................................ 21
Section 6.05. Appointment of Successor Fiscal Agent ............................................... 21
Section 6.06. Transfer of Rights and Property to Successor Fiscal Agent .............. 22
Section 6.07. Liability of Fiscal Agent ........................................................................ 22
Section 6.08. Notice to Fiscal Agent ............................................................................ 23
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS ................. 24
Section 7.01. Events of Default .................................................................................... 24
Section 7.02. Remedies of Bond Owners .................................................................... 24
Section 7.03. Non-Waiver ............................................................................................ 24
Section 7.04. Remedies Not Exclusive ......................................................................... 25
ARTICLE VIII SUPPLEMENTAL AGREEMENTS ................................................................. 25
Section 8.01. Supplemental Agreements Effective Without Consent of the
Owners .................................................................................................... 25
Section 8.02. Supplemental Agreements Effective With Consent of the
Owners .................................................................................................... 26
Section 8.03. Owners’ Meetings .................................................................................. 26
Section 8.04. Procedure for Amendment with Written Consent of Owners ........... 26
Section 8.05. Disqualified Bonds ................................................................................. 27
Section 8.06. Effect of Supplemental Agreement....................................................... 27
TABLE OF CONTENTS
(continued)
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Section 8.07. Endorsement or Replacement of Bonds Issued After
Amendments ........................................................................................... 27
Section 8.08. Amendatory Endorsement of Bonds .................................................... 27
ARTICLE IX MISCELLANEOUS ............................................................................................. 27
Section 9.01. Benefits of Agreement Limited to Parties ............................................ 27
Section 9.02. Defeasance. ............................................................................................. 28
Section 9.03. Execution of Documents and Proof of Ownership by Bond
Owners .................................................................................................... 29
Section 9.04. Waiver of Personal Liability ................................................................. 30
Section 9.05. Destruction of Canceled Bonds ............................................................. 30
Section 9.06. Partial Invalidity .................................................................................... 30
Section 9.07. Unclaimed Moneys ................................................................................. 30
Section 9.08. Notices to and Demands on District and Fiscal Agent ....................... 30
Section 9.09. Applicable Law....................................................................................... 31
Section 9.10. Conflict with Act .................................................................................... 31
Section 9.11. Conclusive Evidence of Regularity ....................................................... 31
Section 9.12. Payment on Business Day ...................................................................... 31
Section 9.13. Counterparts .......................................................................................... 32
Exhibit A Form of Bonds
Exhibit B Form of Account Requisition
TABLE OF CONTENTS
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FISCAL AGENT AGREEMENT
This Fiscal Agent Agreement (this “Agreement”) is made and entered into and dated as of
[____________] 1, 2018, between the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ,
a regional open space district organized and existing under the laws of the State of California (the
“District”) and ZIONS FIRST NATIONAL BANK, a national banking association duly organized
and existing under the laws of the United States of America, as Fiscal Agent (the “Fiscal Agent”)
WITNESSTH:
WHEREAS, a special bond election was duly and regularly held in the Midpeninsula
Regional Open Space District (the “District”) on June 3, 2014, pursuant to Article 3 (commencing
with Section 5500) of Chapter 3 of Division 5 of the Public Resources Code, for the purpose of
submitting a ballot measure to the qualified electors of the District (the “2014 Authorization”), and
more than two-thirds of the votes cast at the election approved the issuance of up to $300 million
of general obligation bonds to finance certain projects specified in the 2014 Authorization; and
WHEREAS, the District is empowered to issue general obligation bonds that are authorized
by two-thirds of the qualified electors of the District pursuant to Article 3 (commencing with
Section 5500) of Chapter 3 of Division 5 of the Public Resources Code and Article 4.5,
commencing with Section 53506, of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government
Code of the State of California (collectively, the “Act”); and
WHEREAS, the District has previously issued its “Midpeninsula Regional Open Space
District (Counties of Santa Clara, San Mateo and Santa Cruz, California) General Obligation
Bonds, Series 2015A” in the original principal amount of $40,000,000 and its “Midpeninsula
Regional Open Space District (Counties of Santa Clara, San Mateo and Santa Cruz, California)
General Obligation Bonds, Series 2015B (Federally Taxable)” (together, the “Series 2015 Bonds”)
in the original principal amount of $5,000,000, to finance projects authorized by the 2014
Authorization; and
WHEREAS, for the purpose of financing further projects authorized by the 2014
Authorization (the “Projects”), the District has determined at this time to issue an additional series
of bonds pursuant to the Act, designated the “Midpeninsula Regional Open Space District
(Counties of Santa Clara, San Mateo and Santa Cruz, California) General Obligation Bonds (Green
Bonds), Series 2018” in the aggregate principal amount of $[____________] (the “Bonds”); and
WHEREAS, pursuant to the 2014 Authorization, the District projected that the tax rate
necessary to pay debt service on bonds of the District issued under the 2014 Authorization in each
year would not exceed $3.18 per $100,000 of assessed valuation (the “Tax Rate Target”); and
WHEREAS, it is estimated, based on the current assessed value of property in the District,
that the combined tax rate necessary to pay the debt service on the Series 2015 Bonds and the
Bonds will not exceed $3.18 per $100,000 of assessed valuation in any year, and the Bonds have
been structured in order to comply with the Tax Rate Target; and
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WHEREAS, the District has determined that the Bonds shall be issued as unlimited
property tax bonds pursuant to the Act and as authorized by the voters, and the District shall
provide a schedule of the estimated amount of money that will be required for the payment of
principal and interest on the Bonds and the tax rate necessary to pay the outstanding bonds issued
pursuant to the 2014 Authorization to the Counties of Santa Clara, San Mateo and Santa Cruz,
California (collectively, the “Counties”), which Counties are obligated to levy and collect ad
valorem taxes upon all property subject to taxation by the District in each year that the Bonds are
outstanding in amounts necessary and sufficient to pay debt service on the Bonds, and without
limitation as to rate or amount; and
WHEREAS, the Bonds are issued pursuant to the Act and the structuring limitations
contained in Article 1 (commencing with Section 43600) of Chapter 4 of Division 4 of Title 4 of
the California Government Code are not applicable to the Bonds; and
WHEREAS, the Board of Directors hereby finds and determines that the issuance of the
Bonds at this time is in the best interest of the residents of the District;
NOW THEREFORE, the District and the Fiscal Agent agree as follows:
ARTICLE I
DEFINITIONS; AUTHORITY
Section 1.01. Definitions. The terms defined in this Section 1.01, as used and capitalized
herein, shall, for all purposes of this Agreement, have the meanings ascribed to them below, unless
the context clearly requires some other meaning.
“Act” means, collectively, Article 3 (commencing with Section 5500) of Chapter 3 of
Division 5 of the Public Resources Code, and Article 4.5, commencing with Section 53506, of
Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California.
“Agreement” means this Fiscal Agent Agreement, as now or hereafter amended in
accordance with its terms.
“Articles, Sections” All references herein to “Articles,” “Sections” and other subdivisions
are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words
“herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or subdivision hereof.
“Beneficial Owner” means any person who has the power, directly or indirectly, to vote
or consent with respect to, or to dispose of ownership of, any Bonds, including persons holding
Bonds through nominees or depositories including, but not limited to, through the Nominee.
“Board” means the Board of Directors of the District.
“Bond Counsel” means any attorney or firm of attorneys nationally recognized as expert
in matters pertaining to the legality and tax exempt status of securities issued by public entities.
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“Bond Proceeds Fund” means the fund by that name established by Section 4.01 hereof.
“Bond Service Fund” means the fund by that name established by Section 4.02 hereof.
“Bond Year” means the one-year period beginning on September 2 in each year and
ending on the following September 1, except that the first Bond Year shall begin on the Closing
Date and end on September 1, 2018.
“Bonds” means, Bonds that are authorized at any time and Outstanding under this
Agreement.
“Business Day” means a day that is not a Saturday or Sunday or legal holiday on which a
banking institution in California or any state in which a Principal Office of the Fiscal Agent is
located.
“Capitalized Interest Account” means the account by that name within the Bond Service
Fund established by Section 4.02 hereof.
“Chief Financial Officer/Administrative Service Manager” means the primary,
appointed financial officer of the District.
“Closing Date” means the date upon which there is a physical delivery of the Bonds in
exchange for the amount representing the purchase price of the Bonds by the Underwriter.
“Contractor” means any contractor(s) or vendor(s) from whom the District or any
Participating Entity has ordered or caused to be ordered or with whom the District or any
Participating Entity has contracted or caused to be contracted with respect to the construction of
any Project, or any portion of any Project.
“Continuing Disclosure Certificate” shall mean that certain Continuing Disclosure
Certificate, executed by a District Officer for the District and dated the date of issuance and
delivery of the Bonds, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
“Costs of Issuance Account” means the account within the Bond Proceeds Fund by that
name established by Section 4.01 hereof.
“Debt Service” means, during any period of computation, the amount obtained for such
period by totaling (a) the principal amount of all Outstanding Bonds coming due and payable by
their terms in such period, and (b) the interest which would be due during such period on the Bonds
which would be Outstanding in such period if the Bonds are retired as scheduled, but deducting
and excluding from such aggregate amount the amount of Bonds no longer Outstanding.
“Debt Service Fund” means the fund by that name established by Section 4.02 hereof.
“Defeasance Securities” means non-callable (1) cash; (2) U.S. Treasury Certificates,
Notes and Bonds (including State and Local Government Series – “SLGS”); (3) direct obligations
of the U.S. Treasury which have been stripped by the Treasury itself, such as CATS, TIGRS and
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OHSUSA:767571562.3
similar securities; (4) Resolution Funding Corp. (REFCORP) strips (interest component only)
which have been stripped by request to the Federal Reserve Bank of New York in book entry form;
(5) pre-refunded municipal bonds rated by Moody’s and by S&P at the level that U.S. obligations
are rated, or if not rated by Moody’s, then pre-refunded bonds that have been pre-refunded with
cash, direct U.S. or U.S. guaranteed obligations, or other pre-refunded municipal obligations; and
(6) obligations issued by the following agencies which are backed by the full faith and credit of
the U.S.: (a) U.S. Export-Import Bank direct obligations or fully guaranteed certificates of
beneficial ownership, (b) Farmers Home Administration (FmHA) certificates of beneficial
ownership, (c) Federal Financing Bank, (d) General Services Administration participation
certificates, (e) U.S. Maritime Administration Guaranteed Title XI financing, (f) U.S. Department
of Housing and Urban Development (HUD) Project Notes, Local Authority Bonds, New
Communities Debentures – U.S. government guaranteed debentures, and U.S. Public Housing
Notes and Bonds – U.S. government guaranteed public housing notes and bonds.
“Depository” means any securities depository appointed to act as Depository under
Section 2.11 hereof.
“District” means the Midpeninsula Regional Open Space District, a regional open space
district duly organized and existing under and pursuant to California law, and having the office of
its Board of Directors in Santa Clara County, California.
“District Officer” means the President of the Board, General Manager, Assistant General
Manager, Controller, Treasurer, General Counsel, Secretary or Chief Financial
Officer/Administrative Service Manager or any other officer or person authorized by resolution of
the Board of Directors of the District to act on behalf of the District with respect to this Agreement
and the Bonds.
“Event of Default” shall have the meaning assigned to such term in Section 7.01.
“Federal Securities” means United States Treasury notes, bonds, bills or certificates of
indebtedness or those for which the faith and credit of the United States are pledged for the
payment of principal and interest.
“Fiscal Agent” means Zions First National Bank, the fiscal or paying agent appointed by
the District for the Bonds, its successors and assigns, and any other corporation or association
which may at any time be substituted in its place, all as provided in this Agreement.
“General Fund” means the general fund of the District.
“Interest Payment Dates” means each March 1 and September 1, commencing on
[March 1, 2018].
“Issuance Expenses” means each of the legal and other fees incidental to or connected
with the authorization, issuance and sale of the Bonds, as set forth in the Ordinance, including, but
not limited to, filing and recording costs, settlement costs, printing costs, reproduction and binding
costs, legal fees and charges, initial fees and expenses of the Fiscal Agent, financial and other
professional consultant fees, costs of obtaining credit ratings, costs of obtaining bond insurance,
fees for execution, transportation and safekeeping of the Bonds and charges and fees in connection
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OHSUSA:767571562.3
with the foregoing. For purposes of the Tax Code, the Issuance Expenses shall constitute “costs
of issuance” for the Bonds.
“Nominee” means the nominee of the Depository as determined from time to time in
accordance with Section 2.11.
“Officer’s Certificate” means a written certificate, order, requisition or statement signed
by a District Officer
“Ordinance” means Ordinance No. 2014-02, adopted by the Board of Directors of the
District on February 26, 2014.
“Original Purchaser” means the first purchaser of the Bonds.
“Outstanding” means, when used as of any particular time with reference to Bonds, all
Bonds except:
(i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal
Agent for cancellation;
(ii) Bonds paid or deemed to have been paid within the meaning of Section 9.02
hereof; and
(iii) Bonds in lieu of or in substitution for which other Bonds shall have been
authorized, executed, issued and delivered by the District pursuant to the Agreement.
“Owner or Bond Owner” means any person who shall be the registered owner of any
Outstanding Bond.
“Participant” means those broker-dealers, banks and other financial institutions from time
to time for which the Depository holds Bonds as a securities depository.
“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing
Disclosure Certificate.
“Permitted Investments” means any of the following which at the time acquired or made
are legal investments for the District (under applicable State of California laws and the District’s
investment policy) for the moneys held hereunder then proposed to be invested therein:
(i) Federal Securities;
(ii) obligations of any of the following federal agencies, which obligations
represent the full faith and credit of the United States of America: (A) Export-Import Bank,
(B) Farm Credit System Financial Assistance Corporation, (C) Rural Economic
Community Development Administration (formerly the Farmers Home Administration),
(D) General Services Administration, (E) U.S. Maritime Administration, (F) Small
Business Administration, (G) Government National Mortgage Association (GNMA), (H)
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OHSUSA:767571562.3
U.S. Department of Housing & Urban Development (PHA’s), (I) Federal Housing
Administration, and (J) Federal Financing Bank;
(iii) direct obligations of any of the following federal agencies which obligations
are not fully guaranteed by the full faith and credit of the United States of America: (A)
senior debt obligations rated Aaa by Moody’s and AAA by S&P issued by Fannie Mae,
the Federal Home Loan Mortgage Corporation (FHLMC) or the Student Loan Marketing
Association (SLMA), (B) obligations of the Resolution Funding Corporation (REFCORP),
(C) senior debt obligations of the Federal Home Loan Bank System, (D) consolidated
systemwide bonds and notes of the Farm Credit System, and (E) senior debt obligations of
other government-sponsored agencies;
(iv) U.S. dollar denominated deposit accounts, federal funds and bankers’
acceptances with domestic commercial banks which have a rating on their short term
certificates of deposit on the date of purchase of A-1 or A-1+ by S&P and P-1 by Moody’s
or which are fully insured by FDIC and maturing no more than 360 days after the date of
purchase, provided that a rating on a holding company is not considered to be the rating of
the bank;
(v) commercial paper which is rated at the time of purchase in the single highest
classification, A-1+ by S&P and P-1 by Moody’s and which matures not more than 270
days after the date of purchase;
(vi) investments in a money market fund registered under the Federal
Investment Company Act of 1940, whose shares are registered under the Securities Act of
1933, comprised of investments described in clauses (i), (ii) or (iii) or of repurchase
agreements comprised of such investments, and having a rating of “AAAm-G” or “AAAm”
by S&P or “AAA” by Moody’s, which fund may include a fund for which the Fiscal Agent,
its affiliates or subsidiaries provide investment, advisory or other services;
(vii) any bonds or other obligations of any state of the United States of America
or of any agency, instrumentality or local government unit of any such state which are not
callable at the option of the obligor prior to maturity or as to which irrevocable instructions
have been given by the obligor to call on the date specified in the notice, and (A) which
are rated, based on an irrevocable escrow account or fund (the “escrow”), in the highest
rating category of S&P and Moody’s or any successors thereto; or (B) with the prior written
consent of S&P, which are fully secured as to principal and interest and redemption
premiums, if any, by an escrow consisting only of cash or obligations described in
paragraph (ii) of this definition, above, which escrow may be applied only to the payment
of such principal of and interest and redemption premium, if any, on such bonds or other
obligations on the maturity date or dates thereof or the specified redemption date or dates
pursuant to such irrevocable instructions, as appropriate, and which escrow is sufficient, as
verified by a nationally recognized independent certified public accountant, to pay
principal of and interest and redemption premium, if any, on the bonds or other obligations
described in this paragraph on the maturity date or dates specified in the irrevocable
instructions referred to above, as appropriate;
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OHSUSA:767571562.3
(viii) municipal obligations with a rating of at least A2/A or higher by both
Moody’s and S&P;
(ix) investment agreements, supported by appropriate opinions of counsel, with
notice to S&P and Moody’s;
(x) the Local Agency Investment Fund of the State of California, created
pursuant to 11429.1 of the California Government Code, but only, in the case of funds held
by the Fiscal Agent, to the extent any monies invested by the Fiscal Agent are subject to
deposit and withdrawal solely by the Fiscal Agent;
(xi) obligations with a maximum remaining maturity of not more than five years
issued by any corporation organized and operating within the United States of America
having assets in excess of $500,000,000, which obligations are rated in one of the two
highest rating categories (without regard to numeric or other modifier) by Moody’s and
S&P;
(xii) shares in a California common law trust (including the California Asset
Management Program) established pursuant to Title 1, Division 7, Chapter 5 of the
Government Code of the State of California which invests exclusively in investments
permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the Government Code of
the State of California, as it may be amended; and
(xii) other forms of investments (including repurchase agreements) with notice
to S&P and Moody’s.
“Person” means an individual, corporation, firm, association, partnership, trust or other
legal entity or group of entities, including a governmental entity or any agency or political
subdivision thereof.
“Principal Office” means the corporate trust office of the Fiscal Agent in Los Angeles,
California, or such other office as the Fiscal Agent may from time to time designate.
“Project” means any authorized use of the Bond proceeds pursuant to the Ordinance and
the 2014 Authorization.
“Project Account” means the Account within the Bond Proceeds Fund by that name
established by Section 4.01 hereof.
“Project Costs” means (i) all eligible costs of the Projects, including, but not limited to
the payment of, or reimbursement for, acquisition, construction, installation and equipment of any
Project including, but not limited to, architect and engineering fees, contractor payments, costs of
feasibility and other reports, inspection costs, performance bond premiums and permit fees,
provided that any such costs are directly related to the acquisition or improvement of real property,
(ii) Issuance Expenses, and (iii) costs directly related to the administration of the funds and
accounts created under this Agreement.
“Rebate Fund” means the fund by that name established pursuant to Section 4.03 hereof.
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“Rebate Instructions” means those calculations and directions required to be delivered to
the Fiscal Agent under the Tax Certificate.
“Rebate Requirement” means the Rebate Requirement defined in the Tax Certificate
related to the Bonds.
“Record Date” means the fifteenth (15th) calendar day of the month preceding each
Interest Payment Date, whether or not such day is a Business Day.
“Secretary” means the Secretary of the Board.
“Supplemental Agreement” means any agreement supplemental to or amendatory of this
Agreement, entered into in accordance with Article VIII hereof.
“Tax Certificate” means the tax certificate concerning certain matters pertaining to the
use of proceeds of the Bonds, executed and delivered by the District on the date of issuance of the
Bonds, including all exhibits attached thereto, as such certificate may from time to time be
modified or supplemented in accordance with the terms thereof.
“Tax Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance
of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together with applicable proposed,
temporary and final regulations promulgated, and applicable official public guidance published,
under the Tax Code.
“Treasurer” means the officer of the Board who is an elected member who acts as the
treasurer of the District.
Section 1.02. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall
include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for
convenience only and shall be deemed to include the neuter, masculine or feminine gender, as
appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are
solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning,
construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to
the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,”
“hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or subdivision hereof.
Section 1.03. Authority for this Agreement. This Agreement is being entered into
pursuant to the authority set forth in the Act and this Agreement constitutes a continuing agreement
with the Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to
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OHSUSA:767571562.3
secure the full and final payment of principal of and premiums, if any, and the interest on all the
Bonds pursuant to the provisions of the Act.
ARTICLE II
THE BONDS
Section 2.01. Authorization. The following Bonds are hereby authorized to be issued by
the District under and subject to the terms of the Act and to be executed and delivered hereunder,
subject to the covenants, agreements, provisions and conditions herein contained: “Midpeninsula
Regional Open Space District (Counties of Santa Clara, San Mateo and Santa Cruz, California)
General Obligation Bonds (Green Bonds), Series 2018”, in the initial aggregate principal amount
of $[___________].
Section 2.02. Terms of Bonds.
(a) Denominations; Numbering. The Bonds shall be issued as fully registered
Bonds, without coupons, in the denomination of $5,000 each or any integral multiple thereof.
Bonds shall be lettered and numbered as the Fiscal Agent shall prescribe.
(b) Date of Bonds. The Bonds shall be dated their date of delivery.
(c) CUSIP Identification Numbers: “CUSIP” identification numbers shall be
imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by
the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of
any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the
District to use such CUSIP numbers in any notice to Owners of the Bonds shall not constitute an
event of default or any violation of the District’s contract with such Owners and shall not impair
the effectiveness of any such notice.
(d) Maturities; Interest. The Bonds shall bear interest at the rate or rates set
forth below, payable on each Interest Payment Date, and shall mature and become payable as to
principal on September 1 of the years and in the amounts as set forth below.
Maturity Date
(September 1)
Principal
Amount
Interest
Rate
Each Bond shall bear interest payable to the Owner thereof from the Interest Payment Date
next preceding the date of registration and authentication thereof unless (i) it is registered and
authenticated as of an Interest Payment Date, in which event it shall bear interest payable to the
Owner thereof from such date, or (ii) it is registered and authenticated prior to an Interest Payment
Date and after the close of business on the fifteenth day of the month preceding such Interest
Payment Date, in which event it shall bear interest payable to the Owner thereof from such Interest
Payment Date, or (iii) it is registered and authenticated on or prior to [February 15, 2018], in which
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OHSUSA:767571562.3
event it shall bear interest payable to the Owner thereof from the date of original issuance and
authentication of the Bonds; provided, however, that if at the time of registration and
authentication of a Bond, interest is in default thereon, such Bond shall bear interest payable to the
Owner thereof from the Interest Payment Date to which interest has previously been paid or made
available for payment thereon.
Interest on the Bonds shall be calculated on the basis of a 360-day year composed of
twelve 30-day months.
(e) Payment. Interest on the Bonds (including the final interest payment upon
maturity) is payable by check mailed on the applicable Interest Payment Date to the Owner thereof
at his or her address as it appears on the registration books maintained by the Fiscal Agent at the
close of business on each Record Date, or at such other address as the Owner may have filed with
the Fiscal Agent for that purpose; provided that an Owner of $1,000,000 or more aggregate
principal amount of Bonds, or the Owner of all of the Bonds at the time Outstanding, shall, at his
or her option, receive payment of interest by wire transfer to an account in the United States of
America designated by such Owner to the Fiscal Agent no later than the fifteenth (15) day of the
month immediately preceding the applicable Interest Payment Date. Principal of the Bonds is
payable in lawful money of the United States of America at the Office of the Fiscal Agent.
Section 2.03. Redemption.
(a) Optional Redemption. The Bonds maturing on or before September 1,
20[__] are not subject to redemption prior to their respective maturity dates. The Bonds maturing
on or after September 1, 20[__], shall be subject to redemption prior to their respective maturity
dates as a whole, or in part, on any date, from any moneys provided at the option of the District,
in each case on and after September 1, 20[__], at a redemption price equal to the principal amount
of Bonds called for redemption, plus accrued interest to the date fixed for redemption, without
premium.
The District shall provide notice to the Fiscal Agent of any such optional redemption at
least forty-five (45) days (or such lesser number of days acceptable to the Fiscal Agent, in the sole
discretion of the Fiscal Agent) prior to the date set for redemption. In the case of a redemption in
part, a District Officer shall designate to the Fiscal Agent, in writing from a District Officer, those
maturities to be redeemed in whole or in part (including as a maturity, for such purposes, principal
due on the Bonds on a particular September 1 as a result of a scheduled mandatory sinking fund
redemption). In the event a District Officer does not designate the maturities of the Bonds to be
redeemed, the Fiscal Agent shall select Bonds for redemption on a proportionate basis among
maturities. In the event a particular maturity of Bonds is to be redeemed in part only, the Fiscal
Agent shall select the Bonds of such maturity to be redeemed by lot.
(b) Mandatory Sinking Fund Redemption. The Bonds maturing on
September 1, 20[__] and September 1, 20[__] (the “Term Bonds”) are subject to redemption prior
to their stated maturity dates, without a redemption premium, in part by lot, from mandatory
sinking fund payments on each September 1, on and after September 1, 20[__] in the principal
amounts as set forth below, provided in the event that a Term Bond is redeemed in part, the total
amount of all future sinking fund payments shall be reduced by the aggregate principal amount of
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such Term Bonds so redeemed, to be allocated among such sinking fund payments in integral
multiples of $5,000 as determined by the District (notice of which determination shall be given by
the District to the Trustee) and, absent such direction from the District, pro rata among such sinking
fund payments in integral multiples of $5,000.
Term Bond Due September 1, 20[__]
Payment Date
(September 1)
Payment
Amount
Term Bond Due September 1, 20[__]
Payment Date
(September 1)
Payment
Amount
(c) Redemption Procedure. Regardless of whether the District has deposited
funds sufficient for any redemption with the Fiscal Agent, the Fiscal Agent shall cause notice of
any redemption to be mailed, first class mail, postage prepaid, at least thirty (30) days but not more
than sixty (60) days prior to the date fixed for redemption, to the respective Owners of any Bonds
designated for redemption, at their addresses appearing on the Bond registration books maintained
by the Fiscal Agent and to the Securities Depositories and to the Municipal Securities Rulemaking
Board as provided in the Continuing Disclosure Certificate; but such mailing shall not be a
condition precedent to such redemption and failure to mail or to receive any such notice shall not
affect the validity of the proceedings for the redemption of such Bonds. Each notice relating to an
optional redemption will further state that such optional redemption may be rescinded by the
District on or prior to the date set for redemption. The Fiscal Agent shall send any notice of
cancellation of an optional redemption in the same manner as it sent the related notice of
redemption.
Such notice shall state the redemption date, the redemption price and the CUSIP numbers
of the Bonds to be redeemed, and, if less than all of the then Outstanding Bonds are to be called
for redemption, shall designate the serial numbers of the Bonds to be redeemed by giving the
individual number of each Bond or by stating that all Bonds between two stated numbers, both
inclusive, or by stating that all of the Bonds of one or more maturities have been called for
redemption, and shall require that such Bonds be then surrendered at the Office of the Fiscal Agent
for redemption at the said redemption price, giving notice also that further interest on such Bonds
will not accrue from and after the redemption date. Any notice of optional redemption shall also
state that it is subject to cancellation on or prior to the date set for redemption.
Upon surrender of Bonds redeemed in part only, the District shall execute and the Fiscal
Agent shall authenticate and deliver to the Owner, at the expense of the District, a new Bond or
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Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to
the unredeemed portion of the Bond or Bonds.
From and after the date fixed for redemption, if notice of such redemption shall have been
duly given and funds available for the payment of the principal of and interest (and premium, if
any) on the Bonds so called for redemption shall have been duly provided, such Bonds so called
shall cease to be entitled to any benefit under this Agreement other than the right to receive
payment of the redemption price, and no interest shall accrue thereon on or after the redemption
date specified in such notice.
All Bonds redeemed pursuant to this Section 2.03 shall be canceled by the Fiscal Agent,
and a certificate of cancellation shall be submitted by the Fiscal Agent to the District.
Section 2.04. Form of Bonds. The Bonds, the form of the Fiscal Agent’s certificate of
authentication and registration and the form of assignment to appear thereon shall be substantially
in the form, respectively, with necessary or appropriate variations, omissions and insertions, as
permitted or required by this Agreement, as are set forth in Exhibit A attached hereto and hereby
made a part hereof.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the District
by the facsimile signatures of its President of the Board and Treasurer and countersigned by the
facsimile of its Secretary who are in office on the date hereof or at any time thereafter. If any
officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds
to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in
office until the delivery of the Bonds to the purchaser. Any Bond may be signed and countersigned
on behalf of the District by such persons as at the actual date of the execution of such Bond shall
be the proper officers of the District although at the nominal date of such Bond any such person
shall not have been such officer of the District.
Only such Bonds as shall bear thereon a certificate of authentication and registration in the
form set forth in Exhibit A executed and dated by the Fiscal Agent, shall be valid or obligatory for
any purpose or entitled to the benefits of this Agreement, and such certificate of the Fiscal Agent
shall be conclusive evidence that the Bonds so registered have been duly authenticated, registered
and delivered hereunder and are entitled to the benefits of this Agreement.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 hereof,
by the person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation at the Principal Office at the Fiscal Agent, accompanied
by delivery of a written instrument of transfer in a form approved by the Fiscal Agent, duly
executed. The District may charge a reasonable sum for each new Bond issued upon any transfer
and the Fiscal Agent shall require the payment by the Owner requesting such transfer of any tax
or other governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute
and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds of the same maturity, for
like aggregate principal amount.
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The Fiscal Agent is not required to register the transfer of any Bond during the period the
Fiscal Agent is selecting Bonds for redemption or any Bond selected for redemption.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and
of the same maturity. The District may charge a reasonable sum for each new Bond issued upon
any exchange (except in the case of any exchange of temporary Bonds for definitive Bonds) and
the Fiscal Agent shall require the payment by the Owner requesting such exchange of any tax or
other governmental charge required to be paid with respect to such exchange.
The Fiscal Agent is not required to register the exchange of any Bond during the period the
Fiscal Agent is selecting Bonds for redemption or any Bond selected for redemption.
Section 2.08. Bond Register. The Fiscal Agent shall keep or cause to be kept sufficient
books for the registration and transfer of the Bonds, which shall at all times be open to inspection
by the District upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent
shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be
registered or transferred, on said books, Bonds as herein before provided.
Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated the District, at the expense of the Owner of such Bond, shall execute, and the Fiscal
Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount
in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent
of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be
canceled by it and delivered to, or upon the order of, the District. If any Bond shall be lost,
destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the District
and, if such evidence be satisfactory to the District and indemnity satisfactory to it shall be given,
the District, at the expense of the Owner, shall execute, and the Fiscal Agent shall thereupon
authenticate and deliver, a new Bond of like maturity and principal amount in lieu of and in
substitution for the Bond so lost, destroyed or stolen. The District may require payment of a sum
not exceeding the actual cost of preparing each new Bond issued under this Section and of the
expenses which may be incurred by the District and the Fiscal Agent in the premises. Any Bond
issued under the provisions of this Section 2.10 in lieu of any Bond alleged to be lost, destroyed
or stolen shall constitute an original additional contractual obligation on the part of the District
whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by
anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all
other Bonds issued pursuant to this Agreement.
Section 2.10. Book-Entry; Limited Obligation of District. The Bonds may be issued
in the form of a separate single fully registered Bond (which may be typewritten) for each maturity.
The ownership of such Bond shall be registered in the registration books kept by the Fiscal Agent
in the name of the Nominee, as nominee of the Depository. The initial Depository is The
Depository Trust Company and the initial Nominee is Cede & Co.
With respect to Bonds registered in the registration books kept by the Fiscal Agent in the
name of the Nominee, the District and the Fiscal Agent shall have no responsibility or obligation
to such Participant or to any Person on behalf of which such a Participant holds an interest in the
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Bonds. Without limiting the immediately preceding sentence, the District and the Fiscal Agent
shall have no responsibility or obligation with respect to (i) the accuracy of the records of the
Depository, the Nominee, or any Participant with respect to any ownership interest in the Bonds,
(ii) the delivery to any Participant or any other Person, other than as shown in the registration
books kept by the Fiscal Agent, of any notice with respect to the Bonds or (iii) the payment to any
Participant or any other Person, other than a Nominee as shown in the registration books kept by
the Fiscal Agent, of any principal of, premium, if any, or interest on the Bonds. The District and
the Fiscal Agent may treat and consider the Person in whose name each Bond is registered in the
registration books kept by the Fiscal Agent as the absolute Owner of such Bond for the purpose of
payment of principal of, premium, if any, and interest on such Bond, for the purpose of giving
notices of matters with respect to such Bond, for the purposes of registering transfers with respect
to such Bond, and for all other purposes whatsoever.
The Fiscal Agent shall pay all principal, premium, if any, and interest with respect to the
Bonds, only to or upon the order of the respective Owners or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the District’s obligations with respect to payment of principal, premium, if any, and
interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner
shall receive a Bond evidencing the obligation of the District to make payments of principal,
premium, if any, and interest pursuant to this Fiscal Agent Agreement. Upon delivery by the
Depository to the Nominee, the Fiscal Agent and the District of written notice to the effect that the
Depository has determined to substitute a new nominee in place of the Nominee, and subject to
the provisions regarding the payment of the principal of and interest on the Bonds set forth in
Section 2.02(e), the word Nominee in this Agreement shall refer to such new nominee of the
Depository.
Section 2.11. Transfers Outside Book-Entry System. The District may, by written
request, at any time or for any reason, remove the Depository and appoint a successor or successors
thereto. In the event (i) the Depository determines not to continue to act as securities depository
for the Bonds, or (ii) the District determines that the Depository shall no longer so act, then the
District will discontinue the book-entry system with the Depository. If the District fails to identify
another qualified securities depository to replace the Depository then the Bonds shall no longer be
restricted to being registered in the registration books kept by the Fiscal Agent in the name of the
Nominee, but shall be registered in whatever name or names Owners of such Bonds transferring
or exchanging such Bonds shall designate, in accordance with the provisions of Section 2.06.
Section 2.12. Payments and Notices to the Nominee. Notwithstanding any other
provision of this Agreement to the contrary, so long as any Bond is registered in the name of the
Nominee, all payments of principal of, premium, if any, and interest on such Bond and all notices
with respect to such Bond shall be made and given, respectively, as provided in the Representation
Letter or as otherwise instructed in writing by the Depository.
ARTICLE III
ISSUE AND SALE OF BONDS; APPLICATION OF PROCEEDS
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Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this
Agreement the District may issue and deliver the Bonds in the initial aggregate principal amount
of $[__________].
A District Officer shall cause the Bonds substantially in the form attached hereto as Exhibit
A to be printed and signed, and to be delivered to the Underwriter through the Depository on
receipt of the purchase price therefor. The District Officers shall take any and all action any of
them deem reasonable in order to enable the District to issue and deliver the Bonds.
The Fiscal Agent shall deliver the Bonds to or upon the order of the Underwriter, upon
receipt of a Written Request of the District.
Section 3.02. Application of Proceeds of Sale of Bonds. Upon the receipt of payment
for the Bonds in the amount of $[__________] (comprising the par amount of the Bonds,
[plus][less] original issue [premium][discount] of $[__________], less the discount of the
Underwriter of $[__________]), the proceeds thereof shall be paid to the Fiscal Agent who shall
forthwith set aside, pay over and deposit such proceeds as follows:
(a) Deposit in the Capitalized Interest Account of the Bond Service Fund the
amount of $[__________________], representing a portion of the premium on the Bonds;
(b) Deposit in the Costs of Issuance Account of the Bond Proceeds Fund
$[____________]; and
(c) Deposit in the Project Account of the Bond Proceeds Fund an amount equal
to $[__________], representing the remainder of the proceeds of the Bonds.
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Bond Proceeds Fund.
(a) Creation of Fund. There is hereby created a separate fund to be known as
the “Midpeninsula Regional Open Space District General Obligation Bonds (Green Bonds), Series
2018 Bond Proceeds Fund” (the “Bond Proceeds Fund”), and within such fund separate accounts
designated the “Project Account” and “Costs of Issuance Account,” each of which shall be
maintained by the Fiscal Agent as a separate account, distinct from all other funds and accounts of
the District, into which shall be paid on receipt thereof, the portion of the Bond proceeds designated
in Section 3.02 of this Agreement.
(b) Disbursements. Amounts in the Project Account shall be disbursed for
Project Costs and amounts in the Costs of Issuance Account shall be disbursed for Issuance
Expenses. Disbursements from the Bond Proceeds Fund shall be made by the Fiscal Agent upon
receipt of a certificate requesting disbursement executed or approved by a District Officer along
with a completed W-9 for each payee that has not previously provided a completed W-9. Subject
to the provisions of this Section 4.01, each such certificate shall be in substantially the form set
forth in Exhibit B hereto and shall:
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(i) set forth the amounts to be disbursed for payment or reimbursement
of previous payments of Issuance Expenses and/or Project Costs and the person or persons to
whom said amounts are to be disbursed and the Account from which the disbursement is to be
made;
(ii) state that the amounts to be disbursed constitute Issuance Expenses
or Project Costs, that such amounts are required to be disbursed pursuant to a contract entered into
therefor by or on behalf of the District, or were necessarily and reasonably incurred and that such
amounts are not being paid in advance of the time, if any, fixed for payment; and
(iii) state that no amount set forth in the certificate was included in any
certificate requesting disbursement previously filed with the Fiscal Agent pursuant to this Section
4.01. It is specifically intended that Issuance Expenses shall be paid out not later than six months
from the date of date of delivery of the Bonds and any amounts remaining on deposit in the Costs
of Issuance Account representing proceeds of the Bonds shall be transferred to the Capitalized
Interest Account and applied to pay interest on the Bonds.
(c) Certificates. Each certificate requesting disbursement which is submitted
pursuant to subsection (b) and which relates to disbursement for a construction portion of any
Project the contract for which was awarded by the District, shall certify that insofar as such
certificate relates to payment for work, materials, equipment or supplies, such work was actually
performed, or such materials, equipment or supplies were actually installed in furtherance of the
construction of the Project or delivered to the appropriate site for such purpose, or delivered for
storage or fabrication at a place approved by the District.
(d) No Liens. Each certificate requesting disbursement which is submitted
pursuant to subsection (b) and which relates to payment to a Contractor shall be accompanied by
a certificate of said Contractor stating that no liens have been imposed on the Project which is the
subject of the contract as a result of said construction except liens that have not yet ripened or that
would attach by operation of law.
(e) Use of Funds Remaining in the Project Account. Amounts, if any,
remaining in the Project Account of the Bond Proceeds Fund on the date of receipt of an Officer’s
Certificate certifying, with respect to any such Project Account, that no further amounts are
required to be disbursed for costs and expenses of any Project shall be transferred by the Fiscal
Agent to the Chief Financial Officer/Administrative Service Manager for deposit in the Debt
Service Fund to be applied to the payment of principal of any Outstanding Bonds as the same
become due and payable.
Section 4.02. Debt Service Fund; Bond Service Fund.
(a) Creation of Fund. There is hereby created a separate fund to be known as
the “Midpeninsula Regional Open Space District General Obligation Bonds (Green Bonds), Series
2018 Debt Service Fund” (the “Debt Service Fund”), which shall be maintained by the Chief
Financial Officer/Administrative Service Manager as a separate fund, distinct from all other funds
and accounts of the District.
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(b) Disbursements. All moneys in the Debt Service Fund shall be used and
withdrawn by the Chief Financial Officer/Administrative Service Manager solely for the purpose
of paying the principal of and interest on the Bonds as the same shall become due and payable.
On the last day of February and August in each year commencing [February 28, 2018], the Chief
Financial Officer/Administrative Service Manager shall transfer to the Fiscal Agent for deposit in
the Bond Service Fund (which is hereby established as a separate fund to be held by the Fiscal
Agent into which all moneys received by the Fiscal Agent from the District pursuant to this Section
be deposited and which shall be used solely to pay principal and interest on the Bonds when due)
moneys on deposit in the Debt Service Fund for application by the Fiscal Agent on the next
succeeding Interest Payment Date to the payment of principal of and interest on the Bonds.
Within the Bond Service Fund there is hereby established the Capitalized Interest Account,
into which the amount required by Section 3.02(a) shall be deposited. Amounts on deposit in the
Capitalized Interest Account shall be used only to pay a portion of the interest on the Bonds
through [March 1, 2021], as directed by the District.
In the event that the amount in the Bond Service Fund is not sufficient for the Fiscal Agent
to pay the full aggregate amount of principal of and interest due and payable on all bonds issued
pursuant to the 2014 Authorization on the next succeeding Interest Payment Date, the Fiscal Agent
shall apply such amount to all bonds issued pursuant to the 2014 Authorization on a pro rata basis
based on the principal amount of the outstanding bonds of each such series.
Section 4.03. Rebate Fund.
(a) Upon receipt of money to be applied to the Rebate Requirement for the
Bonds, the Fiscal Agent shall establish and maintain a fund separate from any other fund
established and maintained hereunder designated as the “Midpeninsula Regional Open Space
District General Obligation Bonds (Green Bonds), Series 2018 Rebate Fund.” Within the Rebate
Fund, the Fiscal Agent shall maintain such accounts as shall be necessary in order to comply with
the terms and requirements of the Tax Certificate as directed in writing by the District. Subject to
the transfer provisions provided in paragraph (d) below, all money at any time deposited in the
Rebate Fund shall be held by the Fiscal Agent in trust to the extent required to satisfy the Rebate
Requirement, for payment to the federal government of the United States of America, and neither
the Fiscal Agent nor the District nor the Owner of any Bonds shall have any rights in or claim to
such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by
this Agreement and by the Tax Certificate. The District hereby covenants to comply with the
directions contained in the Tax Certificate and the Fiscal Agent hereby covenants to comply with
all written instructions of the District delivered to the Fiscal Agent pursuant to the Tax Certificate
(which instructions shall state the actual amounts to be deposited in or withdrawn from the Rebate
Fund and shall not require the Fiscal Agent to make any calculations with respect thereto). The
Fiscal Agent shall be deemed conclusively to have complied with the provisions of this Section
4.03(a) if it follows such instructions received from the District pursuant to the Tax Certificate,
and the Fiscal Agent shall have no liability or responsibility to enforce compliance by the District
with the terms of the Tax Certificate nor to make computations in connection therewith.
(b) Pursuant to the Tax Certificate, an amount shall be deposited in the Rebate
Fund by the District so that the balance of the amount on deposit thereto shall be equal to the
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Rebate Requirement. Computations of the Rebate Requirement shall be furnished by the District
to the Fiscal Agent in accordance with the Tax Certificate.
(c) The Fiscal Agent shall invest all amounts held in the Rebate Fund, pursuant
to written instructions of the District, in Permitted Investments, subject to the restrictions set forth
in the Tax Certificate. Money shall not be transferred from the Rebate Fund except as provided in
paragraph (d) below.
(d) Upon receipt of the Rebate Instructions required to be delivered to the Fiscal
Agent by the Tax Certificate, the Fiscal Agent shall remit part or all of the balances in the
applicable Rebate Fund to the United States of America, as so directed. In addition, if the Rebate
Instructions so direct, the Fiscal Agent will deposit moneys into or transfer moneys out of the
Rebate Fund from or into such accounts or funds as directed by the Rebate Instructions. Any funds
remaining in any Rebate Fund after redemption and payment of all of the Bonds and payment and
satisfaction of any Rebate Requirement, shall be withdrawn and remitted to the District in
accordance with a written request of the District.
Notwithstanding any other provision of the Fiscal Agent Agreement, the obligation
to remit the Rebate Requirement to the federal government of the United States of America and to
comply with all other requirements of this Section 4.03 and the Tax Certificate shall survive the
defeasance or payment in full of the Bonds.
Section 4.04. Deposit and Investment of Moneys in Funds. All moneys held by the Fiscal
Agent in the Bond Proceeds Fund and the Bond Service Fund and not invested pursuant to the
second paragraph of this Section shall be deposited in money market funds meeting the
requirements of clause (vi) of the definition of “Permitted Investments”.
Moneys in the Project Account, the Bond Service Fund, the Capitalized Interest Account
and the Costs of Issuance Account shall be invested by the Fiscal Agent, at the written direction
of the Chief Financial Officer/Administrative Service Manager, in Permitted Investments maturing
prior to the date on which such moneys are required to be paid out hereunder. Moneys in the Debt
Service Fund shall be invested by the Controller or the Chief Financial Officer/Administrative
Service Manager in Permitted Investments that by their terms mature prior to the date on which
such moneys are required to be paid out hereunder. Obligations purchased as an investment of
moneys in any of such funds and accounts shall at all times be deemed to be part of each such
respective fund and account so invested, and all interest, gain or loss on the investment of moneys
in such respective fund and accounts shall be credited or charged thereto.
The Fiscal Agent or an affiliate may act as principal or agent of the District in the making
or disposing of any investment. Subject to Section 6.07, the Fiscal Agent shall not be responsible
for any loss in the disposing of any investment or any other consequences for investments made
in accordance with this Section.
The District acknowledges that to the extent regulations of the Comptroller of the Currency
or other applicable regulatory entity grant the District the right to receive brokerage confirmations
of security transactions as they occur, the District specifically waives receipt of such confirmations
to the extent permitted by law. The Fiscal Agent will furnish the District periodic cash transaction
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statements which shall include detail for all investment transactions made by the Fiscal Agent
hereunder.
ARTICLE V
COVENANTS OF THE DISTRICT
Section 5.01. Punctual Payment. The District will punctually pay, or cause to be paid,
the principal of and interest on the Bonds, in strict conformity with the terms of the Bonds and of
this Agreement, and it will faithfully observe and perform all of the conditions, covenants and
requirements of this Agreement and of the Bonds. Nothing herein contained shall prevent the
District from making advances of its own moneys howsoever derived to any of the uses or purposes
permitted by law.
Section 5.02. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the District will not, directly or indirectly, extend or consent to
the extension of the time for the payment of any claim for interest on any of the Bonds and will
not, directly or indirectly, approve any such arrangement by purchasing or funding said claims for
interest or in any other manner. In case any such claim for interest shall be extended or funded,
whether or not with the consent of the District, such claim for interest so extended or funded shall
not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to
the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for
interest which shall not have so extended or funded.
Section 5.03. Protection of Security and Rights of Bond Owners. The District will
preserve and protect the security of the Bonds and the rights of the Bond Owners, and will warrant
and defend their rights against all claims and demands of all persons. From and after the sale and
delivery of any of the Bonds by the District, the Bonds shall be incontestable by the District.
Section 5.04. Further Assurances. The District will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or to facilitate the performance of this Agreement, and for the
better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided
in this Agreement.
Section 5.05. No Arbitrage. The District shall not take, nor permit nor suffer to be taken
by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Bonds which, if
such action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be
“arbitrage bonds” within the meaning of section 148 of the Tax Code.
Section 5.06. Federal Guarantee Prohibition. The District shall not take any action or
permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be
“federally guaranteed” within the meaning of section 149(b) of the Tax Code and Regulations
promulgated thereunder.
Section 5.07. Private Activity Bond Limitation. The District shall assure that the
proceeds of the Bonds are not used as to cause the Bonds to satisfy the private business use tests
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of section 141 (b) or the private loan financing test of section 141 (c) of the Tax Code as in effect
on the date of issuance of the Bonds or as it may be amended to apply thereafter.
Section 5.08. Rebate Requirement. The District shall take any and all actions necessary
to assure compliance with section 148(f) of the Tax Code, relating to rebate of excess investment
earnings, if any, to the federal government.
Section 5.09. Maintenance of Tax Exemption. The District shall take all actions
necessary to assure the exclusion of interest on the Bonds from gross income of the Owners of the
Bonds to the same extent as such interest is permitted to be excluded from gross income under the
Tax Code as in effect on the date of issuance of the Bonds.
Section 5.10. Continuing Disclosure. The District hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure Certificates for
the Bonds. Notwithstanding any other provision of this Agreement, failure of the District to
comply with any Continuing Disclosure Certificate shall not be considered an Event of Default;
however, the Fiscal Agent, at the written request of any Participating Underwriter or the Owners
of at least 25% aggregate principal amount of Outstanding Bonds, shall, to the extent indemnified
to its satisfaction from and against any costs, claims, expenses and liabilities related thereto,
including, without limitation, fees and expenses of its attorneys, or any Bond Owner may, take
such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the District to comply with its obligations under this Section.
Section 5.11. Collection of Taxes. At the time of making the general tax levy after the
issuance of the Bonds, and annually thereafter until the Bonds are paid or until there is a sum in
the treasury set apart for that purpose sufficient to meet all payments of principal and interest on
the Bonds as they become due, the Board shall and hereby covenants to cause to be levied and
collected a tax sufficient to pay interest on the Bonds and such part of the principal as will become
due before the proceeds of a tax levied at the next general tax levy will be available. To this end,
the Board covenants with the Owners of the Bonds that it will cause to be levied taxes upon all
taxable property within the District, without limitation as to rate or amount, for the payment of the
Bonds and the interest thereon. All of the proceeds of such taxes shall be deposited in the Debt
Service Fund.
ARTICLE VI
THE FISCAL AGENT
Section 6.01. Appointment of Fiscal Agent. The Fiscal Agent, at its Principal Office is
hereby appointed Fiscal Agent for the Bonds to act as the agent and depository of the District for
the purpose of receiving all moneys required to be paid to the Fiscal Agent hereunder, to allocate,
use and apply the same, to hold, receive and disburse funds held in the Bond Proceeds Fund, and
otherwise to hold all the offices and perform all the functions and duties provided in this
Agreement to be held and performed by the Fiscal Agent. The Fiscal Agent shall signify its
acceptance of the duties and obligations imposed upon it by this Agreement by executing and
delivering to the District a written acceptance thereof; and by executing and delivering such
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acceptance, the Fiscal Agent shall be deemed to have accepted such duties and obligations, but
only upon the terms and conditions set forth in this Agreement.
Section 6.02. Compensation. The District shall pay to the Fiscal Agent from time to time
reasonable compensation for all services rendered under this Agreement, and also all reasonable
expenses, charges, counsel fees and other disbursements including those of its attorneys, agents,
and employees, incurred in and about the performance of their powers and duties under this
Agreement and the Fiscal Agent shall have a prior lien therefor on any and all funds at any time
held by it under this Agreement. The District further agrees, to the extent permitted by law, to
indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless from
and against all costs, claims, expenses or liabilities which it may incur in the exercise and
performance of its powers, functions and duties under this Agreement which are not due to its own
negligence or willful misconduct including but not limited to costs, claims, liabilities or expenses
arising out of, resulting from or in any way connected with (1) any Project or the conditions,
occupancy, use, possession, conduct or management of, or work done in or about, or from the
planning, design, acquisition, installation, operation or construction of any Project, or any part
hereof; (2) the sale of any Bonds and the carrying out of any of the transactions contemplated by
the Bonds and this Agreement; (3) any untrue statement or alleged untrue statement or any material
fact or omission or alleged omission to state a material fact necessary to make the statements made,
in light of the circumstances under which they were made, not misleading in any official statement
or other disclosure document utilized in connection with the sale of the Bonds. The District further
agrees, to the extent permitted by law, to pay or to reimburse the Fiscal Agent and its officers,
directors, employees and agents for any and all costs, reasonable attorneys fees, liabilities or
expenses incurred in connection with any such liabilities or expenses. The District’s obligations
in Section 6.02 shall remain valid and binding notwithstanding maturity and payment (whether by
maturity, prepayment, acceleration, defeasance or otherwise) of the Bonds.
Section 6.03. Resignation of Fiscal Agent. The Fiscal Agent may at any time resign and
be discharged of the duties and obligations created by this Agreement by giving not fewer than
sixty (60) days written notice to the District. Such resignation shall take effect on the date on
which the appointment of a successor Fiscal Agent under Section 6.05 becomes effective.
Section 6.04. Removal of Fiscal Agent. The Fiscal Agent shall be removed by the
District if at any time so requested by an instrument or concurrent instruments, in writing, filed
with the Fiscal Agent and the District, and signed by the Owners of a majority in principal amount
of the Bonds then Outstanding or their attorneys-in-fact duly authorized, excluding any Bonds held
by or for the account of the District. The District may remove the Fiscal Agent at any time, except
during the existence of an Event of Default as defined in Section 7.01 hereof, by filing with the
Fiscal Agent an instrument signed by a District Officer. Such removal shall take effect on the date
on which the appointment of a successor Fiscal Agent under Section 6.05 becomes effective.
Section 6.05. Appointment of Successor Fiscal Agent. In case at any time the Fiscal
Agent shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or if a receiver, liquidator or conservator of the Fiscal Agent, or of its
property or affairs is appointed, the District covenants and agrees that it will thereupon appoint a
successor Fiscal Agent. The District shall mail notice of any such appointment made by it to all
Owners of Bonds, such mailing to be made within twenty (20) days after such appointment.
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If in a proper case no appointment of a successor Fiscal Agent shall be made pursuant to
the foregoing provisions of this Section within forty-five (45) days after the Fiscal Agent shall
have given to the District written notice, as provided in Section 6.03, or upon removal as provided
in Section 6.04 after a vacancy in the office of the Fiscal Agent shall have occurred by reason of
its inability to act or other reason set forth in this Section, the Fiscal Agent or the Owner of any
Bond may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said
court may thereupon, after such notice, if any, as such court may deem proper and prescribe,
appoint a successor Fiscal Agent. Any successor Fiscal Agent shall have a capital and surplus
balance aggregating at least fifty million dollars ($50,000,000).
Section 6.06. Transfer of Rights and Property to Successor Fiscal Agent. Any
successor Fiscal Agent appointed under this Agreement shall execute, acknowledge and deliver to
its predecessor Fiscal Agent, and also to the District, an instrument accepting such appointment,
and thereupon such successor Fiscal Agent, without any further act, deed or reconveyance, shall
become fully vested with all moneys, estates, properties, rights, powers, duties and obligations of
such predecessor Fiscal Agent, with like effect as if originally named as Fiscal Agent; but the
Fiscal Agent ceasing to act shall nevertheless, on the written request of the District, or of the
successor Fiscal Agent, execute, acknowledge and deliver such instruments of conveyance and
further assurance and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in such successor Fiscal Agent all right, title and interest of the
predecessor Fiscal Agent in and to any property held by it under this Agreement, and shall pay
over, assign and deliver to the successor Fiscal Agent any money or other property subject to the
trusts and conditions herein set forth. Should any deed, conveyance or instrument in writing from
the District be required by such successor Fiscal Agent for more fully and certainly vesting in and
confirming to such successor Fiscal Agent any estates, rights, powers and duties, any and all such
deed, conveyances and instruments in writing shall, on request, and so far as may be authorized
by law be executed, acknowledged and delivered by the District.
Any corporation into which the Fiscal Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Fiscal Agent shall be a party, or any corporation succeeding to all or substantially all
the corporate trust business of the Fiscal Agent, shall be the successor of the Fiscal Agent
hereunder, provided such corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of any of the parties
hereto.
Section 6.07. Liability of Fiscal Agent. The recitals of facts, covenants and agreements
herein and in the Bonds contained shall be taken as statements, covenants and agreements of the
District, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes
any representations as to the validity or sufficiency of this Agreement, or of the Bonds, or shall
incur any responsibility in respect thereof, other than in connection with the duties or obligations
herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in
connection with the performance of its duties hereunder, except for its own negligence or willful
misconduct.
The Fiscal Agent shall not be liable with respect to any action taken or omitted to be taken
by it in good faith in accordance with the direction of the Owners of not less than a majority of
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aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and
place of conducting any proceeding for any remedy available to the Fiscal Agent or the Bond
Owners, or exercising any power conferred upon the Fiscal Agent under this Agreement.
The permissive right of the Fiscal Agent to do things or omit to do things under this
Agreement shall not be construed as a duty.
The Fiscal Agent shall not be liable for any error of judgment made in good faith by a
responsible officer, unless it shall be proved that the Fiscal Agent was negligent in ascertaining
the pertinent facts. The Fiscal Agent shall not be liable for any action taken by it in good faith and
believed by it to be authorized or within the discretion or rights or powers conferred upon it by
this Agreement.
Except as otherwise provided herein, the Fiscal Agent shall not be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions, covenants or
agreements herein, or in any of such agreements, documents or certificates executed in connection
with the Bonds, or as to the existence of an Event of Default hereunder of thereunder. The Fiscal
Agent shall not be deemed to have notice of any event of default hereunder or in any such
document or certificate until it shall have actual knowledge thereof, or shall have received written
notice thereof at its Principal Office. The Fiscal Agent shall not be responsible for the validity of
any collateral given to or held by it.
The Fiscal Agent has no obligation or liability to the Bond Owners for the payment of
interest or principal with respect to the Bonds; but rather the Fiscal Agent’s sole obligations are to
administer, for the benefit of the District and the Bond Owners, the various funds and accounts
established in the Agreement and to perform the other duties expressly provided for herein.
The Fiscal Agent shall have no responsibility for or liability in connection with assuring
that all of the procedures or conditions to closing set forth herein have been met on the Closing
Date or, that all documents required to be delivered on the Closing Date to the parties are actually
delivered, except its own responsibility to receive the Bond proceeds and other sums required to
be delivered to it and to authenticate and deliver the Bonds and other certificates expressly required
to be delivered by it and its counsel. The Fiscal Agent may assume that the District and the
Underwriter have waived their rights to receive documents or to require the performance of
procedures if the parties to whom such documents are to be delivered or for whom such procedures
are to be performed do not require delivery or performance on or prior to the Closing Date.
Section 6.08. Notice to Fiscal Agent. The Fiscal Agent shall be protected in acting upon
any notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or
proper parties. The Fiscal Agent may consult with counsel, who may be of counsel to the District,
with regard to legal questions, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in good faith
and in accordance therewith.
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The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless
and until such Bond is submitted for inspection, if required, and the Owner’s title thereto
satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal 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 bad faith on the part of the Fiscal Agent, be deemed to be
conclusively proved and established by a written certificate signed by a District Officer and such
certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the
provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its
discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as to it may seem reasonable.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
Section 7.01. Events of Default. The following shall constitute Events of Default under
this Agreement:
(a) if default shall be made by the District in the due and punctual payment of
the principal of any Bond when and as the same shall become due and payable, whether at maturity
as therein expressed or by declaration or otherwise; and
(b) if default shall be made by the District in the due and punctual payment of
any installment of interest on any Bond when and as such interest installment shall become due
and payable.
Section 7.02. Remedies of Bond Owners. Upon the occurrence of an Event of Default,
any Bond Owner shall have the right, for the equal benefit and protection of all Bond Owners
similarly situated:
(a) by mandamus, suit, action or proceeding, to compel the District and its
members, officers, agents or employees to perform each and every term, provision and covenant
contained in this Agreement and in the Bonds, and to require the carrying out of any or all such
covenants and agreements of the District and the fulfillment of all duties imposed upon it; or
(b) by suit, action or proceeding in equity, to enjoin any acts or things which
are unlawful, or the violation of any of the Bond Owners’ rights.
Section 7.03. Non-Waiver. Nothing in this Article VII or in any other provision of this
Agreement, or in the Bonds, shall affect or impair the obligation of the District, which is absolute
and unconditional, to pay the principal of and interest on the Bonds to the respective Owners of
the Bonds at the respective dates of maturity, as herein provided, or affect or impair the right of
action, which is also absolute and unconditional, of such Owners to institute suit to enforce such
payment by virtue of the contract embodied in the Bonds.
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A waiver of any default by any Bond Owner shall not affect any subsequent default or
impair any rights or remedies on the subsequent default. No delay or omission of any Owner of
any of the Bonds to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver of any such default or an acquiescence therein,
and every power and remedy conferred upon the Bond Owners by this Article VII may be enforced
and exercised from time to time and as often as shall be deemed expedient by the Owners of the
Bonds.
If a suit, action or proceeding to enforce any right or exercise any remedy be abandoned or
determined adversely to the Bond Owners, the District and the Bond Owners shall be restored to
their former positions, rights and remedies as if such suit, action or proceeding had not been
brought or taken.
Section 7.04. Remedies Not Exclusive. No remedy herein conferred upon the Owners
of Bonds shall be exclusive of any other remedy and that each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or thereafter conferred
on the Bond Owners.
ARTICLE VIII
SUPPLEMENTAL AGREEMENTS
Section 8.01. Supplemental Agreements Effective Without Consent of the Owners.
For any one or more of the following purposes and at any time or from time to time, the District
may enter into a Supplemental Agreement, which, without the requirement of consent of the
Owners of the Bonds, shall be fully effective in accordance with its terms:
(a) To add to the covenants and agreements of the District in this Agreement,
other covenants and agreements to be observed by the District which are not contrary to or
inconsistent with this Agreement as theretofore in effect;
(b) To add to the limitations and restrictions in this Agreement, other
limitations and restrictions to be observed by the District which are not contrary to or inconsistent
with this Agreement as theretofore in effect;
(c) To confirm, as further assurance, any pledge under, and the subjection to
any lien or pledge created or to be created by, this Agreement, of any moneys, securities or funds,
or to establish any additional funds or accounts to be held under this Agreement;
(d) To cure any ambiguity, supply and omission, or cure or correct any defect
or inconsistent provision in this Agreement; or
(e) To make such additions, deletions or modifications as may be necessary to
assure compliance with section 148(f) of the Tax Code relating to required rebate of any amounts
to the United States or otherwise as may be necessary to assure exemption from federal income
taxation of interest on the Bonds.
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Section 8.02. Supplemental Agreements Effective With Consent of the Owners. Any
modification or amendment of this Agreement and of the rights and obligations of the District and
of the Owners of the Bonds, in any particular, may be made by a Supplemental Agreement, with
the written consent of the Owners of at least a majority in aggregate principal amount of the Bonds
Outstanding at the time such consent is given. No such modification or amendment shall permit a
change in the terms of maturity of the principal of any Outstanding Bonds or of any interest payable
thereon or a reduction in the principal amount thereof or in the rate of interest thereon, or shall
reduce the percentage of Bonds the consent of the Owners of which is required to effect any such
modification or amendment, or shall change any of the provisions in Section 7.01 hereof relating
to Events of Default, or shall reduce the amount of moneys pledged for the repayment of the Bonds
without the consent of all the Owners of such Bonds, or shall change or modify any of the rights
or obligations of any Fiscal Agent without its written assent thereto.
Section 8.03. Owners’ Meetings. The District may at any time call a meeting of the
Owners. In such event the District is authorized to fix the time and place of said meeting and to
provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct
of said meeting.
Section 8.04. Procedure for Amendment with Written Consent of Owners. The
District and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the
provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that
such amendment is permitted by Section 8.01, to take effect when and as provided in this Section.
A copy of such Supplemental Agreement, together with a request to Owners for their consent
thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds
Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not
affect the validity of the Supplemental Agreement when assented to as in this Section provided.
Such Supplemental Agreement shall not become effective unless there shall be filed with
the Fiscal Agent the written consents of the Owners of at least a majority in aggregate principal
amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section
8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such
consent shall be effective only if accompanied by proof of ownership of the Bonds for which such
consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent
shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner
(whether or not such subsequent Owner has notice thereof) unless such consent is revoked in
writing by the Owner giving such consent or a subsequent Owner by filing such revocation with
the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been
mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to the
Supplemental Agreement, the District shall mail a notice to the Owners in the manner hereinbefore
provided in this Section for the mailing of the Supplemental Agreement, stating in substance that
the Supplemental Agreement has been consented to by the Owners of the required percentage of
Bonds and will be effective as provided in this Section (but failure to mail copies of said notice
shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the
mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers
required by this Section 8.04 to be filed with the Fiscal Agent, shall be proof of the matters therein
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stated until the contrary is proved. The Supplemental Agreement shall become effective upon the
filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental
Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically
provided in this Article) upon the District and the Owners of all Bonds at the expiration of sixty
(60) days after such filing, except in the event of a final decree of a court of competent jurisdiction
setting aside such consent in a legal action or equitable proceeding for such purpose commenced
within such sixty-day period.
Section 8.05. Disqualified Bonds. Bonds owned or held for the account of the District,
excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any
vote, consent or other action or any calculation of Outstanding Bonds provided for in this
Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided
for in this Article VIII.
Section 8.06. Effect of Supplemental Agreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations under this Agreement of the District and all owners of Bonds Outstanding shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and
all purposes.
Section 8.07. Endorsement or Replacement of Bonds Issued After Amendments. The
District may determine that Bonds issued and delivered after the effective date of any action taken
as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form
approved by the District, as to such action. In that case, upon demand of the Owner of any Bond
Outstanding at such effective date and presentation of his Bond for that purpose at the Office of
the Fiscal Agent or at such other office as the District may select and designate for that purpose, a
suitable notation shall be made on such Bond. The District may determine that new Bonds, so
modified as in the opinion of the District is necessary to conform to such Owners’ action, shall be
prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then
Outstanding, such new Bonds shall be exchanged at the Office of the Fiscal Agent without cost to
any Owner, for Bonds then Outstanding, upon surrender of such Bonds.
Section 8.08. Amendatory Endorsement of Bonds. The provisions of this Article VIII
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
him or her.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the District, the Fiscal Agent and
the Owners of the Bonds, any right, remedy, or claim under or by reason of this Agreement. Any
covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of
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the District shall be for the sole and exclusive benefit of the Owners of the Bonds. This Agreement
shall become effective on the Closing Date.
Section 9.02. Defeasance.
(a) Discharge of Agreement. All or a portion of the Bonds may be paid by the
District in any of the following ways, provided that the District also pays or causes to be paid any
other sums payable hereunder by the District:
(i) by paying or causing to be paid the principal of and interest on
Bonds Outstanding, as and when the same become due and payable;
(ii) by depositing, at or before maturity, money or securities in the
necessary amount (as provided in Section 9.02(c) to pay Bonds Outstanding; or
(iii) by delivering to the Fiscal Agent, for cancellation by it, Bonds
Outstanding.
If the District shall pay all Bonds Outstanding and shall also pay or cause to be paid all
other sums payable hereunder by the District, then and in that case, at the election of the District
(evidenced by a certificate of a District Officer, filed with the Fiscal Agent, signifying the intention
of the District to discharge all such indebtedness and this Agreement), and notwithstanding that
any Bonds shall not have been surrendered for payment, this Agreement and all covenants,
agreements and other obligations of the District under this Agreement shall cease, terminate,
become void and be completely discharged and satisfied, except only as provided in Section
9.02(b) and the obligation of the District to assure that no action is taken or is found to be taken
that would adversely affect the exclusion of interest on the Bonds from gross income and the Tax
Code. In such event, upon request of the District, the Fiscal Agent shall cause an accounting for
such period or periods as may be requested by the District to be prepared and filed with the District
and shall execute and deliver to the District all such instruments as may be necessary to evidence
such discharge and satisfaction, and the Fiscal Agent shall pay over, transfer, assign or deliver to
the District all moneys or securities or other property held by it pursuant to this Agreement which
are not required for the payment of Bonds not theretofore surrendered for such payment.
(b) Discharge of Liability on Bonds. Upon the deposit at or before maturity, of
money or securities in the necessary amount (as provided in Section 9.02(c) to pay any Outstanding
Bond upon its maturity, then all liability of the District in respect of such Bond shall cease and be
completely discharged, except only that thereafter the Owner thereof shall be entitled only to
payment of the principal of and interest on such Bond by the District, and the District shall remain
liable for such payment, but only out of such money or securities deposited with the Fiscal Agent
or an escrow holder as aforesaid for such payment, provided further, however, that the provisions
of Section 9.02(d) shall apply in all events.
The District may at any time surrender to the Fiscal Agent for cancellation by it any Bonds
previously issued and delivered, which the District may have acquired in any manner whatsoever,
and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.
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(c) Deposit of Money or Securities with Fiscal Agent. Whenever in this
Agreement it is provided or permitted that there be deposited with or held by the Fiscal Agent or
an escrow holder money or securities in the necessary amount to pay any Bonds, the money or
securities so to be deposited or held may include money or securities held by the Fiscal Agent in
the funds and accounts established pursuant to this Agreement and shall be:
(i) lawful money of the United States of America in an amount equal
to the principal amount of such Bonds and all unpaid interest thereon to maturity; or
(ii) Defeasance Securities (not callable by the issuer thereof prior to
maturity) the principal of and interest on which when due, in the opinion of a certified public
accountant delivered to the District, will provide money sufficient to pay the principal of and all
unpaid interest to maturity on the Bonds to be paid, as such principal and interest become due;
provided, in each case, that the Fiscal Agent shall have been irrevocably instructed (by the terms
of this Agreement or by request of the District) to apply such money to the payment of such
principal and interest with respect to such Bonds.
(d) Payment of Bonds After Discharge of Agreement. Notwithstanding any
provisions of this Agreement, any moneys held by the Fiscal Agent for the payment of the principal
or redemption price of, or interest on, any Bonds and remaining unclaimed for two years after the
principal of all of the Bonds has become due and payable (whether at maturity or upon call for
redemption or by acceleration as provided in this Agreement), if such moneys were so held at such
date, or two years after the date of deposit of such moneys if deposited after said date when all of
the Bonds became due and payable, shall be repaid to the District outright, and all liability of the
Fiscal Agent with respect to such moneys shall thereupon cease.
Section 9.03. Execution of Documents and Proof of Ownership by Bond Owners.
Any request, declaration or other instrument which this Agreement may require or permit to be
executed by Bond Owners may be in one or more instruments of similar tenor, and shall be
executed by Bond Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Bond Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the person signing such request, declaration or other instrument or writing acknowledged
to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before
such notary public or other officer. Except as otherwise herein expressly provided, the ownership
of registered Bonds and the amount, maturity, number and date of holding the same shall be proved
by the registry books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
District, the Fiscal Agent or the Chief Financial Officer/Administrative Service Manager in good
faith and in accordance therewith.
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Section 9.04. Waiver of Personal Liability. No Boardmember, District Officer, agent
or employee of the District shall be individually or personally liable for the payment of the
principal of or interest on the Bonds; but nothing herein contained shall relieve any such
Boardmember, District Officer, agent or employee from the performance of any official duly
provided by law.
Section 9.05. Destruction of Canceled Bonds. Whenever in this Agreement provision
is made for the surrender to the District of any Bonds which have been paid or canceled pursuant
to the provisions of this Agreement, a certificate of destruction duly executed by the Fiscal Agent
shall be deemed to be the equivalent of the surrender of such canceled Bonds and the District shall
be entitled to rely upon any statement of fact contained in any certificate with respect to the
destruction of any such Bonds therein referred to.
Section 9.06. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect
the validity of the remaining portions of this Agreement. The District hereby declares that it would
have adopted this Agreement and each and every other Section, paragraph, sentence, clause or
phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that
any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be
held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the District is
rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of
the District hereunder shall be assumed by and vest in the Fiscal Agent in trust for the benefit of
the Bond Owners.
Section 9.07. Unclaimed Moneys. Subject at all times to applicable unclaimed property
law and anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal
Agent for the payment and discharge of the principal of, and the interest on, the Bonds which
remains unclaimed for two (2) years after the date when the payments of such principal and interest
have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid
by the Fiscal Agent to the District as its absolute property, and the Fiscal Agent shall thereupon be
released and discharged with respect thereto and the Owners shall look only to the District for the
payment of the principal of, and interest on, such Bonds.
Section 9.08. Notices to and Demands on District and Fiscal Agent. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or served
by the Fiscal Agent to or on the District may be given or served by being deposited postage prepaid
in a post office letter box addressed (until another address is filed by the District with the Fiscal
Agent) or by facsimile to:
Chief Financial Officer/Administrative Service Manager
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
650-691-0485 (Fax)
Any notice or demand which by any provision of this Agreement is required or permitted
to be given or served by the District to or on the Fiscal Agent may be given or served by being
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deposited postage prepaid in a post office letter box addressed (until another address is filed by the
Fiscal Agent with the District) or by facsimile to:
Zions First National Bank
Attn.: Corporate Trust Department
550 S. Hope Street, Suite 2875
Los Angeles, CA 90071
Fax: (866) 870-0209
Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and performed in
the State of California.
Section 9.10. Conflict with Act. In the event of a conflict between any provision of this
Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act
shall prevail over the conflicting provision of this Agreement.
Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act
relative to their issuance and the levy of the ad valorem taxes securing the payment of the Bonds.
Section 9.12. Payment on Business Day. In any case where the date of the maturity of
interest or of principal of the Bonds or the date any action is to be taken pursuant to this Agreement
is other than a Business Day, the payment of interest or principal or the action need not be made
on such date but may be made on the next succeeding day which is a Business Day with the same
force and effect as if made on the date required and no interest shall accrue for the period on and
after such date.
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Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
MIDPENINSULA REGIONAL
OPEN SPACE DISTRICT
By: ___________________________________
General Manager
ZIONS FIRST NATIONAL BANK,
as Fiscal Agent
By: ___________________________________
Authorized Officer
A-1
OHSUSA:767571562.3
EXHIBIT A
FORM OF BONDS
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
(COUNTIES OF SANTA CLARA, SAN MATEO AND SANTA CRUZ, CALIFORNIA)
GENERAL OBLIGATION BOND (GREEN BONDS),
SERIES 2018
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
REGISTERED OWNER:
PRINCIPAL SUM: ______________________ DOLLARS
The MIDPENINSULA REGIONAL OPEN SPACE DISTRICT, a public corporation and
special district, duly organized and existing under and by virtue of the Constitution and laws of
the State of California (the “District”), for value received, hereby promises to pay to the Registered
Owner stated above, or registered assigns (the “Owner”), on the Maturity Date stated above, the
Principal Sum stated above, in lawful money of the United States of America, and to pay interest
thereon in like lawful money from the interest payment date next preceding the date of
authentication of this Bond (unless (i) this Bond is authenticated on an interest payment date, in
which event it shall bear interest from such date of authentication, or (ii) this Bond is authenticated
prior to [February 15, 2018], in which event it shall bear interest from the Issue Date stated above;
provided however, that if at the time of authentication of this Bond, interest is in default on this
Bond, this Bond shall bear interest from the interest payment date to which interest has previously
been paid or made available for payment on this Bond) until payment of such Principal Sum in
full, at the rate per annum stated above, payable on March 1 and September 1 in each year,
commencing [March 1, 2018], calculated on the basis of 360-day year composed of twelve 30-day
months. Principal hereof is payable at the corporate trust office of Zions First National Bank (the
“Fiscal Agent”), in Los Angeles, California. Interest hereon (including the final interest payment
upon maturity) is payable by check or draft of the Fiscal Agent mailed by first class mail to the
Owner at the Owner’s address as it appears on the registration books maintained by the Fiscal
Agent as of the close of business on the fifteenth day of the month next preceding such interest
payment date, or at such other address as the Owner may have filed with the Fiscal Agent for that
purpose.
This Bond is one of a duly authorized series of Bonds of the District designated as
“Midpeninsula Regional Open Space District (Counties of Santa Clara, San Mateo and Santa Cruz,
California) General Obligation Bonds (Green Bonds), Series 2018” (the “Bonds”), in an aggregate
principal amount of $[___________], all of like tenor and date (except for such variation, if any,
as may be required to designate varying numbers, maturities, interest rates or other provisions) and
all issued pursuant to the provisions of Article 3 (commencing with Section 5500) of Chapter 3 of
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Division 5 of the Public Resources Code and Article 4.5, commencing with Section 53506, of
Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California
(collectively, the “Act”), and pursuant to a Fiscal Agent Agreement, dated as of [__________] 1,
2018, (the “Fiscal Agent Agreement”) by and between the District and the Fiscal Agent. Reference
is hereby made to the Fiscal Agent Agreement (copies of which are on file at the office of the
Secretary of the Board) and the Act for a description of the terms on which the Bonds are issued
and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the
Fiscal Agent and the rights and obligations of the District thereunder, to all of the provisions of
which Fiscal Agent Agreement the Owner of this Bond, b y acceptance hereof, assents and agrees.
The issuance of the Bonds was authorized by a vote of more than two-thirds of the qualified
electors of the District voting at an election held on June 3, 2014. The Bonds are the third series
of bonds to be issued pursuant to such authorization.
This Bond and the interest hereon and on all other Bonds and the interest thereon (to the
extent set forth in the Fiscal Agent Agreement) are general obligations of the District and the
District has the power and is obligated to levy taxes for the payment of the Bonds and the interest
thereon upon all property within the District subject to taxation by the District.
The Bonds are subject to optional and mandatory sinking fund redemption as provided in
the Fiscal Agent Agreement.
Regardless of whether the District has deposited funds sufficient for any redemption with
the Fiscal Agent, the Fiscal Agent shall cause notice of any redemption to be mailed, first class
mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date
fixed for redemption, to the respective Owners of any Bonds designated for redemption, at their
addresses appearing on the Bond registration books maintained by the Fiscal Agent and to the
Securities Depositories and the Municipal Securities Rulemaking Board; but such mailing shall
not be a condition precedent to such redemption and failure to mail or to receive any such notice
shall not affect the validity of the proceedings for the redemption of such Bonds. The District shall
have the right to cancel the notice of any optional redemption by providing written notice of such
cancellation to the Fiscal Agent not less than five (5) days prior to the date set for redemption.
The Bonds are issuable as fully registered Bonds, without coupons, in denominations of
$5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon
payment of the charges, if any, as provided in the Fiscal Agent Agreement, Bonds may be
exchanged for a like aggregate principal amount of Bonds of other authorized denominations and
of the same maturity.
This Bond is transferable by the Owner hereof, in person or by his attorney duly authorized
in writing, at said office of the Fiscal Agent in Los Angeles, CA, but only in the manner and subject
to the limitations provided in the Fiscal Agent Agreement, and upon surrender and cancellation of
this Bond. Upon registration of such transfer a new Bond or Bonds, of authorized denomination
or denominations, for the same aggregate principal amount and of the same maturity will be issued
to the transferee in exchange herefor.
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The District and the Fiscal Agent may treat the Owner hereof as the absolute owner hereof
for all purposes, and the District and the Fiscal Agent shall not be affected by any notice to the
contrary.
The Fiscal Agent Agreement may be amended without the consent of the Owners of the
Bonds to the extent set forth in the Fiscal Agent Agreement.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist, have
happened or have been performed in due and regular time and manner as required by the laws of
the State of California, and that the amount of this Bond, together with all other indebtedness of
the District, does not exceed any limit prescribed by any laws of the State of California, and is not
in excess of the amount of Bonds permitted to be issued under the Fiscal Agent Agreement.
This Bond shall not be entitled to any benefit under the Fiscal Agent Agreement or become
valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been
signed by the Fiscal Agent.
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IN WITNESS WHEREOF, the Midpeninsula Regional Open Space District has caused
this Bond to be executed in its name and on its behalf with the facsimile signatures of its President
and Treasurer and countersigned by its Secretary of the Board of Directors, all as of the Issue Date
stated above.
MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT
By: _________________________________
President of the Board of Directors of the
Midpeninsula Regional Open Space District
By: _________________________________
Treasurer of the Board of Directors of the
Midpeninsula Regional Open Space District
Attest:
By: _________________________________
Secretary of the Board of Directors of the
Midpeninsula Regional Open Space District
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[FORM OF FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Fiscal Agent Agreement.
Authentication Date: ZIONS FIRST NATIONAL BANK, as Fiscal
Agent
_____________________________________
Authorized Signatory
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EXHIBIT B
FORM OF ACCOUNT REQUISITION
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
(Counties of Santa Clara, San Mateo and Santa Cruz, California)
General Obligation Bonds (Green Bonds),
Series 2018
WRITTEN REQUISITION NO.
FOR DISBURSEMENT FROM THE
[COSTS OF ISSUANCE ACCOUNT]
[PROJECT ACCOUNT]
OF THE BOND PROCEEDS FUND
The undersigned hereby states and certifies:
(i) that the undersigned is the ______________________ of the Midpeninsula
Regional Open Space District (the “District”), a regional open space district organized and existing
under the laws of the State of California, and as such, is familiar with the facts herein certified and
is authorized and qualified to certify the same;
(ii) that pursuant to Section 4.01(b) of that certain Fiscal Agent Agreement, dated as of
[__________] 1, 2018 (the “Fiscal Agent Agreement”), by and between the District and Zions
First National Bank, as fiscal agent (the “Fiscal Agent”), the undersigned hereby authorizes the
disbursement from the [Costs of Issuance Account][ Project Account] of the Bond Proceeds Fund
(the “Account”) established under the Fiscal Agent Agreement, to the payee or payees set forth on
Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite
such payee for the purposes set forth on Schedule A (which purpose may include reimbursement
of the District for previous payments), and all such payments shall be made by check or wire
transfer in accordance with payment instructions contained in Schedule A and the Fiscal Agent
shall have no duty or obligation to authenticate such payment instructions or the authorization
thereof;
(iii) that the amounts to be disbursed constitute [Issuance Expenses][Project Costs];
(iv) that such amounts are required to be disbursed pursuant to a contract entered into
by or on behalf of the District, or were necessarily and reasonably incurred and such amounts are
not being paid in advance of the time, if any, fixed for payment;
(v) that no amount set forth in Schedule A was included in any certificate requesting
disbursement previously filed with the Fiscal Agent pursuant to Section 4.01 of the Fiscal Agent
Agreement;
(vi) [include this representation when requisition is for construction costs] that payment
for work, materials, equipment or supplies identified on Exhibit A was actually performed, or such
materials, equipment or supplies were actually installed in furtherance of the construction of the
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Project, or were delivered to the appropriate site for such purpose, or delivered for storage or
fabrication at a place approved by the District;
(vii) [include this representation when requisition is for payment to a Contractor] that
accompanying this Certificate is a certificate of [Contractor] stating that no liens have been
imposed on the Project as a result of said construction except liens that have not yet ripened or that
would attach by operation of law; and
( ) [include this representation when requisition is for reimbursement from the Project
Account] that the requested requisition will not cause the District to violate its covenants set forth
in Sections 5.05-5.09 of the Fiscal Agent Agreement.
Capitalized terms not otherwise defined shall have the meanings ascribed to them in the
Fiscal Agent Agreement.
Dated: ________________ MIDPENINSULA REGIONAL OPEN
SPACE DISTRICT
By: _________________________________
District Officer
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SCHEDULE A
DISBURSEMENTS FROM
[COSTS OF ISSUANCE ACCOUNT]
[PROJECT ACCOUNT]
OF THE BOND PROCEEDS FUND
Payee Name and Address Purpose of Obligation Amount
Hawkins Delafield & Wood LLP
Draft of November 2, 2017
$[PAR AMOUNT]
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
(COUNTIES OF SANTA CLARA, SAN MATEO AND SANTA CRUZ, CALIFORNIA)
GENERAL OBLIGATION BONDS (GREEN BONDS), SERIES 2018
[Pricing Date], 2018
BOND PURCHASE AGREEMENT
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022-1404
Ladies and Gentlemen:
The undersigned, Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”),
hereby offers to enter into this Bond Purchase Agreement (the “Bond Purchase Agreement”)
with the Midpeninsula Regional Open Space District (the “District”) which, upon the District’s
written acceptance of this offer, will be binding upon the District and upon the Underwriter. This
offer is made subject to the written acceptance hereof by the District and the delivery of such
acceptance to the Underwriter at or prior to 6:00 P.M., California time on the date hereof and, if
not so accepted, will be subject to withdrawal by the Underwriter upon written notice given to
the District any time prior to the acceptance hereof by the District.
1.Upon the terms and conditions and upon the basis of the representations,
warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from
the District for reoffering to the public, and the District hereby agrees to sell to the Underwriter
for such purpose, all (but not less than all) of $[Principal Amount] aggregate principal amount of
the District’s General Obligation Bonds (Green Bonds), Series 2018 (the “Bonds”). The Bonds
shall be dated the date of delivery thereof and shall be payable in the years and the amounts, and
bear interest at the rates, set forth in Schedule I hereto, such interest being payable on
[September 1 and March 1 of each year, commencing March 1, 2018]. The aggregate purchase
price of the Bonds shall be $__________ (representing the principal amount of the Bonds, plus
original issue premium in the amount of $_________, less the Underwriter’s discount of
$________).
2.The Bonds are being issued by the District pursuant to the Constitution and laws
of the State of California (the “State”), including the provisions of Article 3 of Chapter 3 of
Division 5 of the Public Resources Code (the “District Act”), and Article 4.5 of Chapter 3 of Part
1 of Division 2 (commencing with Section 53506) of the California Government Code and all
laws amendatory thereof or supplemental thereto (together with the District Act, the “Law”) and
a ballot measure approved by two-thirds of voters at a duly held election on June 3, 2014 (the
"2014 Authorization").
The Bonds are payable from ad valorem taxes upon all property subject to taxation by the
District in the Counties of Santa Clara, San Mateo and Santa Cruz, California (collectively, the
“Counties”), in amounts necessary and sufficient to pay debt service on the Bonds.
ATTACHMENT 7
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The District has delivered or caused to be delivered to the Underwriter the District’s
preliminary official statement relating to the Bonds, dated [POS Date], 2018, (the preliminary
official statement, together with the cover page, inside cover page and any and all appendices
thereto, being herein referred to as the “Preliminary Official Statement”). The District confirms
that the Preliminary Official Statement was “deemed final” as of its date, for purposes of
Securities and Exchange Commission Rule 15c2-12 (“Rule 15c2-12”), except for certain
information permitted to be omitted by said Rule. The District hereby ratifies, confirms and
approves the use by the Underwriter of the Preliminary Official Statement. The Bonds are being
offered pursuant to the District’s final official statement relating to the Bonds, dated [Pricing
Date], 2018 (the final official statement, together with the cover page, inside cover page and any
and all appendices thereto and including any amendments or supplements thereto prior to the
Closing (as defined herein), being herein referred to as the “Official Statement”). Capitalized
terms used herein which are not otherwise defined herein shall have the respective meanings
given such terms in the Official Statement.
The Bonds are being issued to provide funds to finance the Project, as described in the
Official Statement (the "Project").
The Bonds shall be substantially in the form described in, and shall be issued and secured
under and pursuant to, the Fiscal Agent Agreement. The Bonds shall be subject to redemption as
provided in Schedule I hereto, in the Official Statement and the Fiscal Agent Agreement.
3.The Underwriter agrees to make a bona fide public offering of all the Bonds at
prices not greater than (or yields lesser than) the respective initial public offering prices (or
yields) set forth on Schedule I attached hereto and incorporated herein by reference. The
Underwriter reserves the right to (i) overallot or effect transactions which stabilize or maintain
the market prices of the Bonds at levels above those which might otherwise prevail in the open
market and (ii) discontinue such stabilizing, if commenced, at any time. Subsequent to the initial
public offering, the Underwriter reserves the right to change the public offering prices (or yields)
as it deems necessary in connection with the marketing of the Bonds, provided that the
Underwriter shall not change the interest rates set forth on Schedule I. The Bonds may be
offered and sold to certain dealers at prices lower than such initial public offering prices.
4.The District hereby authorizes the use by the Underwriter of the Fiscal Agent
Agreement, the Continuing Disclosure Certificate dated the Closing Date (as defined in Section
7) (the “Continuing Disclosure Certificate”), the Official Statement, and any supplements or
amendments thereto, and the information contained in each of such documents, in connection
with the public offering and sale of the Bonds.
5.Within seven (7) business days from the date hereof, and in any event not later
than two (2) business days before the Closing Date, the District hereby agrees to deliver, or to
cause to be delivered, the Official Statement in “designated electronic format” (as defined in
Rule G-32 of the Municipal Securities Rulemaking Board (the “MSRB”)) to such addresses as
the Underwriter shall specify, in order to enable the Underwriter to comply with its obligations
pursuant to Rule 15c2-12(b)(4), Rule G-32 and all other applicable rules of the MSRB. The
Underwriter agrees to file the Official Statement (including the Official Statement as it may be
amended or supplemented) with the MSRB through its Electronic Municipal Market Access
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system within one (1) Business Day after receipt from the District, but in no event later than the
Closing Date (as defined in Section 7 below).
6.The District will undertake, pursuant to the Continuing Disclosure Certificate, to
provide certain annual financial information and notices of certain events, as described in the
Official Statement.
7.At 8:00 A.M., Pacific Time, on [Closing Date], 2018, or at such other time or on
such other Business Day as shall have been mutually agreed upon by the District and the
Underwriter (the “Closing Date”), the District, subject to the terms and conditions hereof, will
cause the delivery of the Bonds to the Underwriter through the facilities of The Depository Trust
Company, New York, New York (“DTC”) and delivery of the other documents required hereby
at the offices of Orrick, Herrington & Sutcliffe LLP in San Francisco, California, or at such other
place as the District and the Underwriter may mutually agree upon, such Bonds to be in fully
registered book-entry form, duly executed and registered in the name of Cede & Co., as nominee
of DTC; and, subject to the terms and conditions hereof, the Underwriter will accept such
delivery and pay the purchase price of the Bonds by wire transfer in immediately available funds
to, or in care of, the Fiscal Agent as directed in a certificate of an Authorized Representative of
the District as shall have been mutually agreed upon by the District and the Underwriter; such
delivery of and payment for the Bonds is referred to herein as the “Closing.” The Bonds in
electronic format shall be made available for inspection by the Underwriter at least one Business
Day before the Closing.
8. The District represents, warrants and covenants to the Underwriter that:
a.The District is a regional open space district, duly organized and validly existing
pursuant to the laws of the State of California, with full legal right, power and authority to
undertake the activities described in and contemplated by the Preliminary Official Statement, the
Official Statement and this Bond Purchase Agreement, including without limitation the adoption,
execution and delivery of the documents and agreements described therein and herein as
documents and agreements to which it is a party;
b.(i) At or prior to the Closing, the District will have taken all action required to be
taken by it to authorize the issuance and delivery of the Bonds and the performance of its
obligations thereunder; (ii) the District has full legal right, power and authority to enter into the
Fiscal Agent Agreement, dated as of [Dated Date], 2018 (the "Fiscal Agent Agreement") by and
between the District and Zions First National Bank, as fiscal agent (the "Fiscal Agent"), the
Continuing Disclosure Certificate, and this Bond Purchase Agreement (collectively, the “Legal
Documents”) and to carry out and consummate the transactions contemplated by the Legal
Documents, the Resolution and the Official Statement; and (iii) this Bond Purchase Agreement
has been duly executed and delivered and constitutes a valid and legally binding obligation of the
District enforceable in accordance with its terms; (iv) the Bonds, when issued, authenticated and
delivered to the Underwriter in accordance with the terms of the Fiscal Agent Agreement, will
constitute legal, valid and binding instruments, entitled to the benefits of the Fiscal Agent
Agreement and enforceable in accordance with their terms, except as enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors rights generally, the application of equitable principles,
4
the exercise of judicial discretion and the limitations on legal remedies against public entities in
the State;
c.Between the date of this Bond Purchase Agreement and the date of the Closing,
except as contemplated by the Official Statement, the District will not incur any material
liabilities, direct or contingent, or enter into any material transaction, in either case other than in
the ordinary course of its business;
d.The District to its knowledge is not in in any material respect breach of or default
under any applicable constitutional provision, law or administrative regulation of the State of
California or the United States or any applicable judgment or decree or any loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which the District is a party
or to which the District is otherwise subject, except as disclosed in the Official Statement, and no
event has occurred and is continuing which, with the passage of time or the giving of notice or
both, would constitute a default or event of default under any such instrument; and the execution
and delivery of the Legal Documents, the adoption and of the Resolution, and compliance with
the provisions of the Legal Documents will not in any material respect conflict with or constitute
a breach of or default under any constitutional provision, law, administrative regulation,
judgment, court decree, loan agreement, indenture, bond, note, resolution, agreement or other
instrument to which the District is subject, or by which it is bound;
e.Except as disclosed in the Preliminary Official Statement and the Official
Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before
or by any court, government agency, public board or body, pending against the District (with
service of process against the District having been accomplished) or, to the best knowledge of
the District, threatened against the District, (i) in any way questioning the existence of the
District or the titles of the officers of the District to their respective offices; (ii) affecting or
seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or the
application of the proceeds of sale of the Bonds, or the levy of taxes to pay debt service on the
Bonds, or the collection of revenues pledged or to be pledged to pay the principal or interest or
other amounts due with respect to the Bonds, or the execution and delivery by the District of this
Bond Purchase Agreement; (iii) in any way contesting or affecting the validity of the Bonds, the
Resolution, the Legal Documents or the tax-exempt status of interest due with respect to the
Bonds, or the levy of taxes to pay debt service on the Bonds; or (iv) contesting the completeness
or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or
amendment thereto or asserting that the Preliminary Official Statement or the Official Statement
contained any untrue statement of a material fact or omitted to state any material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not
misleading;
f.The District will furnish such information, execute such instruments and take such
other action not inconsistent with law as the Underwriter may reasonably request (i) to qualify
the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such
states and other jurisdictions of the United States as the Underwriter may designate and (ii) to
determine the eligibility of the Bonds for investment under the laws of such states and other
jurisdictions, and will use commercially reasonable efforts to continue such qualifications in
effect so long as required for the distribution of the Bonds; provided, however, that the District
5
shall not be required to execute a general or special consent to service of process or qualify to do
business in connection with any such qualification or determination in any jurisdiction;
g.All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction of the
matter which are required for the due authorization of, which would constitute a condition
precedent to or the absence of which would materially adversely affect the due performance by
the District of its obligations in connection with, the execution, sale and delivery of the Bonds
under this Bond Purchase Agreement have been duly obtained, except for such approvals,
consents and orders as may be required under the Blue Sky or securities laws of any state in
connection with the offering and sale of the Bonds; and, except as disclosed in the Preliminary
Official Statement and the Official Statement, all authorizations, approvals, licenses, permits,
consents and orders of any governmental authority, board, agency or commission, having
jurisdiction in the matter which are required for the due authorization of, which would constitute
a condition precedent to, or the absence of which would materially adversely affect the due
performance by the District of its respective obligations under the Bonds or the Legal Documents
have been duly obtained;
h.The Preliminary Official Statement (other than information permitted to be
omitted from the deemed final Preliminary Official Statement under Rule 15c2-12) as of its date
did not, and as of the date hereof does not, contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading (excluding therefrom the information contained
under the caption “UNDERWRITING” and all information concerning the book-entry system set
forth under the caption “THE 2018 GREEN BONDS” and in [Appendix G] as to which no
representations or warranties are made);
i.At the time of the District’s acceptance hereof and (unless an event occurs of the
nature described in Section 8(k)) at all times during the period from the date of this Bond
Purchase Agreement to and including the date which is twenty-five (25) days following the end
of the underwriting period for the Bonds (as determined in accordance with Section 14 hereof),
the Official Statement does not and will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (excluding therefrom the
information contained under the caption “UNDERWRITING” and all information concerning
the book-entry system set forth under the caption “THE 2018 GREEN BONDS” and in
Appendix G as to which no representations or warranties are made);
j.If the Official Statement is supplemented or amended pursuant to Section 8(k), at
the time of each supplement or amendment thereto and (unless subsequently again supplemented
or amended pursuant to such Section) at all times during the period from the date of this Bond
Purchase Agreement to and including the date which is twenty-five (25) days following the end
of the underwriting period for the Bonds (as determined in accordance with Section 14 hereof),
the Official Statement as so supplemented or amended, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
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k. If during the period from the date of this Bond Purchase Agreement to and
including the date which is twenty-five (25) days following the end of the underwriting period
for the Bonds (as determined in accordance with Section 14 hereof) any event shall occur which
might or would cause the Official Statement, as then supplemented or amended, to contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, the District shall notify the Underwriter of any such event and, if in the opinion of
the Underwriter and District Counsel such event requires the preparation and publication of a
supplement or amendment to the Official Statement, the District will prepare and furnish to the
Underwriter a reasonable number of copies of the supplement or amendment to the Official
Statement in form and substance acceptable to the Underwriter, and certification, instruments
and other documents as the Underwriter may reasonably deem necessary to evidence the truth
and accuracy of such supplement or amendment to the Official Statement;
l. The financial statements of, and other financial information regarding, the District
contained in the Official Statement fairly present the financial position and results of the
operations of the District as of the dates and for the periods therein set forth, and (i) the annual
audited financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied; (ii) the other historical financial information has been
determined on a basis substantially consistent with that of the District’s audited financial
statements included in the Official Statement; (iii) there has not been any material increase in
long-term debt or commitments or any material decrease in fund equity of the District, other than
through the normal course of operations of the District as compared to the audited financial
statements of the District for the year ended June 30, 2017 included in the Preliminary Official
Statement and the Official Statement; (iv) no events have occurred which would require
adjustments of or disclosures in the audited financial statements of the District as of and for the
year ended June 30, 2017, included in the Preliminary Official Statement and the Official
Statement, in order for them to be in conformity with generally accepted accounting principles;
and (v) the audited financial statements of the District as of and for the year ended June 30, 2017,
included in the Preliminary Official Statement and the Official Statement, do not require
adjustments or additional disclosures essential to a fair presentation in conformity with generally
accepted accounting principles;
m. The consent of Chavan & Associates, LLP, Certified Public Accountants,
independent certified public accountants to the District, is not required for inclusion of their
report on the District’s financial statements for the fiscal year ended June 30, 2017 and reference
to such firm included in the Preliminary Official Statement and the Official Statement; and
n. Except as disclosed in the Official Statement, the District has not in the previous
five years failed to comply, in all material respects, with any previous continuing disclosure
undertakings with regard to Rule 15c2-12 to provide annual reports or notices of events required
by such undertakings.
All representations, warranties and agreements of the District shall remain operative and
in full force and effect, regardless of any investigations made by the Underwriter or on the
Underwriter’s behalf, and shall survive delivery of the Bonds.
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9. The Underwriter has entered into this Bond Purchase Agreement in reliance upon
the representations and warranties of the District contained herein, the covenants of the District
contained in the Bonds, the Legal Documents, and the performance by the District of its
obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter’s
obligations under this Bond Purchase Agreement are and shall be subject to the following further
conditions:
a. The representations and warranties of the District contained herein shall be true
and correct in all material respects on the date hereof and at and as of the Closing, as if made at
and as of the Closing, except that all representations in respect of the Preliminary Official
Statement shall be deemed to have been made as of the date of this Bond Purchase Agreement,
and the statements made in all certificates and other documents delivered to the Underwriter at
the Closing pursuant hereto shall be true and correct in all material respects at the Closing; the
District shall be in compliance with each of the agreements made by it in this Bond Purchase
Agreement (unless such agreements are waived by the Underwriter); and there shall not have
occurred a material adverse change in the financial position, results of operations or financial
condition of the District which would have a material adverse effect on the ability of the District
to meet its obligations under the Bonds and the Legal Documents;
b. At the time of the Closing, the Official Statement, the Resolution, the Legal
Documents and the Bonds, shall be in full force and effect, and shall not have been amended,
modified or supplemented (except as may be agreed to in writing by the Underwriter and the
District); all actions which, in the opinion of Orrick, Herrington & Sutcliffe LLP (“Bond
Counsel”), shall be necessary in connection with the transactions contemplated hereby, shall
have been duly taken and shall be in full force and effect; and the District shall perform or have
performed its obligations required under or specified in the Legal Documents, the Official
Statement, the Resolution and the Bonds to be performed at or prior to the Closing;
c. At the time of the Closing, the Official Statement (as amended and supplemented)
shall be true and correct in all material respects, shall not contain an untrue statement of a
material fact and shall not omit any statement or information necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading;
d. At the time of the Closing, except as disclosed in the Official Statement, (i) no
default by the District shall have occurred and be continuing in the payment of the principal and
redemption premium, if any, of or interest on any bond, note or other evidence of indebtedness
issued by the District and (ii) no bankruptcy, insolvency or other similar proceeding in respect of
the District shall be pending or to the knowledge of the District contemplated;
e. At or prior to the Closing, the Underwriter shall receive the following documents:
(1) Copies of the Resolution, certified by the District as having been duly
adopted by the District and as being in full force and effect on the date of Closing;
(2) The opinion of Bond Counsel, dated the Closing Date, in substantially the
form included in the Official Statement as Appendix D, addressed to the District and
accompanied by a reliance letter addressed to the Underwriter;
8
(3) A supplemental opinion of Bond Counsel, dated the Closing Date, in form
and substance satisfactory to the Underwriter and Counsel to the Underwriter, addressed
to the Underwriter, to the effect that (i) the District has duly and validly executed the
Bond Purchase Agreement, and assuming due authorization, execution and delivery by
the Underwriter, the Bond Purchase Agreement constitutes the valid and binding
agreement of the District, subject to bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditors’ rights heretofore or hereafter enacted and to
the exercise of judicial discretion in appropriate cases; (ii) the Bonds are not subject to
the registration requirements of the Securities Act of 1933, as amended, and the Fiscal
Agent Agreement is exempt from qualification pursuant to the Trust Indenture Act of
1939, as amended; and (iii) the statements set forth in the Official Statement (or if either
shall be amended or supplemented, the statements in the Official Statement as so
amended or supplemented addressing the matters addressed in the statements) contained
in the front portion of the Official Statement under the headings [“THE 2018 GREEN
BONDS,” “SECURITY AND SOURCE OF PAYMENT FOR THE 2018 GREEN
BONDS,”] and “TAX MATTERS,” and in [Appendices D and F] thereto, insofar as such
statements purport to summarize certain provisions of the Bonds, the Fiscal Agent
Agreement and the opinion of Bond Counsel concerning certain tax matters relating to
the Bonds, are accurate in all material respects;
(4) An opinion of Schiff Hardin LLP, disclosure counsel to the District, dated
the Closing Date, and addressed to the District and the Underwriter, substantially in the
form attached as Appendix A hereto;
(5) An opinion of General Counsel to the District, in form and substance
satisfactory to the Underwriter, dated the Closing Date, and addressed to the District and
the Underwriter, substantially in the form attached as Appendix B hereto;
(6) The opinion of Hawkins Delafield & Wood LLP, counsel to the
Underwriter dated the Closing Date addressed to the Underwriter, in form and substance
satisfactory to the Underwriter;
(7) A certificate signed by a duly authorized official of the District in form
and substance satisfactory to the Underwriter dated the Closing Date to the effect that
(A) each and all of the representations and warranties of the District contained in this
Bond Purchase Agreement and the Legal Documents are true and correct in all material
respects on and as of the Closing Date with the same effect as if made on the Closing
Date, except that all representations in respect of the Preliminary Official Statement shall
be deemed to have been made as of the date of this Bond Purchase Agreement, and no
event affecting the District has occurred since the date of the Official Statement which
either makes untrue or incorrect in any material respect as of the Closing Date any
statement or information contained in the Official Statement or is not reflected in the
Official Statement but should be reflected therein in order to make the statements and
information therein, in light of the circumstances under which they were or are made, not
misleading in any material respect; and (B) other than as set forth in the Preliminary
Official Statement and the Official Statement, no litigation is pending (with service of
process against the District having been accomplished) or, to the District’s knowledge,
9
threatened against the District in any court to restrain or enjoin the execution or delivery
of any of the Bonds, or the application of the proceeds of sale of the Bonds, or the
collection of the revenues or other income or moneys pledged or to be pledged to pay the
principal or interest or other amounts due with respect to the Fiscal Agent Agreement or
the Bonds, or in any way contesting or affecting the adoption of the Resolution or the
execution, delivery or validity or the Fiscal Agent Agreement or the Bonds or the security
therefor or the Fiscal Agent Agreement, or involving any of the property or assets of the
District or under the control of the District wherein an unfavorable decision, ruling or
finding would materially adversely affect the ability of the District to perform its
obligations under the Resolution, the Legal Documents or the Bonds or the security for
the Bonds or the exclusion of interest due with respect to the Bonds from gross income
for purposes of federal or state income taxation;
(8) [Reserved];
(9) A certificate signed by an authorized officer of the Fiscal Agent, in form
and substance satisfactory to the Underwriter dated the Closing Date to the effect that
(i) the Fiscal Agent is a duly organized and validly existing national banking association
and has full power and authority to carry out its activities under the Fiscal Agent
Agreement, (ii) the Bonds have been duly authenticated and delivered by the Fiscal
Agent in accordance with the Fiscal Agent Agreement, (iii) each of the Fiscal Agent
Agreement has been duly authorized, executed and delivered by the Fiscal Agent and,
assuming due authorization, execution and delivery by the other party thereto, each of the
Fiscal Agent Agreement is the valid, legal and binding agreement of the Fiscal Agent,
enforceable in accordance with its terms, (iv) the execution and delivery of the Fiscal
Agent Agreement and the authentication and delivery of the Bonds, and compliance with
the provisions thereof, will not conflict with, or constitute a breach of or default under,
any law, administrative regulation, court decree, resolution, charter, by-law or agreement
to which the Fiscal Agent is subject or by which it is bound, and (v) no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court,
regulatory agency, public board or body, is served and pending or threatened in any way
affecting the existence of the Fiscal Agent or the titles of its directors or officers to their
respective offices, or seeking to restrain or enjoin the issuance, sale or delivery of the
Bonds or the application of proceeds thereof in accordance with the Fiscal Agent
Agreement, or in any way contesting or affecting the Bonds or the Fiscal Agent
Agreement;
(10) An opinion of counsel to the Fiscal Agent, addressed to the Underwriter,
in form and substance satisfactory to the Underwriter dated the Closing Date to the effect
that (i) the Fiscal Agent has duly authorized, executed and delivered the Fiscal Agent
Agreement the Fiscal Agent Agreement constitutes a valid and legally binding
agreements of the Fiscal Agent enforceable in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or affecting generally the enforcement of creditor’s rights, (ii) the Fiscal
Agent has lawful authority for the authentication and delivery of the Bonds, (iii) the
Fiscal Agent has duly authenticated and delivered the Bonds in accordance with the
10
Fiscal Agent Agreement; and (iv) the Fiscal Agent is a national banking association duly
organized, validly existing and in good standing under the laws of the United States
having full power and authority and being qualified to enter into, accept and administer
the trust created under the Fiscal Agent Agreement and to enter into such Fiscal Agent
Agreement;
(11) [Reserved];
(12) [Reserved];
(13) Executed copies of this Bond Purchase Agreement, the Fiscal Agent
Agreement, the Continuing Disclosure Certificate, and the Official Statement, together
with a copy of the record of proceedings for the Bonds;
(14) A Tax Certificate of the District signed by an authorized officer of the
District;
(15) Evidence that the underlying credit ratings on the Bonds of “[AAA]” and
“[AAA]”, have been assigned by Standard & Poor’s Global Ratings ("S&P") and Fitch
Ratings ("Fitch"), respectively, and that each is in full force and effect on the Closing
Date;
(16) A copy of the Blue Sky Survey with respect to the Bonds;
(17) A copy of the District’s executed Blanket Letter of Representation to The
Depository Trust Company; and
(18) Such additional legal opinions, certificates, proceedings, instruments and
other documents as the Underwriter or Bond Counsel may reasonably request to evidence
compliance by the District with legal requirements, the accuracy, as of the time of
Closing, of the District’s representations herein contained and the due performance or
satisfaction by the District at or prior to such time of all agreements then to be performed
and all conditions then to be satisfied by the District.
If the District shall be unable to satisfy the conditions to the Underwriter’s obligations
contained in this Bond Purchase Agreement or if the Underwriter’s obligations shall be
terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase
Agreement shall terminate and neither the District nor the Underwriter shall have any further
obligation hereunder, nor any liability to any other party with respect to such termination.
10. The Underwriter may terminate this Bond Purchase Agreement by notification to
the District if at any time after the date hereof and prior to the Closing any of the following
events occur and, in the reasonable judgment of the Underwriter (A) materially affects the
market price or marketability of the Bonds, or (B) the ability of the Underwriter to enforce
contracts for the sale of the Bonds, at the contemplated offering prices (or yields) of the Bonds:
a. Legislation shall have been favorably reported for passage in either house of the
Congress of the United States of America by any committee of such house to which legislation
11
has been referred for consideration or has been enacted (or resolution passed) by the Congress of
the United States of America or recommended to the Congress by the President of the United
States, the Department of the Treasury, the Internal Revenue Service, or any member of
Congress, or favorably reported for passage to either House of Congress by any committee of
such House to which such legislation had been referred for consideration, or a decision rendered
by a court established under Article III of the Constitution of the United States of America or by
the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or
proposed), press release or other form of notice issued or made by or on behalf of the Treasury
Department of the United States of America or the Internal Revenue Service;
b. Legislation shall have been favorably reported for passage by either house of the
United States Congress by any committee of such house to which such legislation has been
referred for consideration, or has been enacted (or resolution passed) by the Congress or an
order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling,
regulation (final, temporary or proposed), press release or other form of notice issued or made by
or on behalf of the Securities and Exchange Commission, or any other governmental agency
having jurisdiction of the subject matter, to the effect that obligations of the general character of
the Bonds, including any or all underlying arrangements, are not exempt from registration under
or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent
Agreement is not exempt from qualification under or other requirements of the Trust Indenture
Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general
character of the Bonds, including any or all underlying arrangements, as contemplated hereby or
by the Official Statement or otherwise is or would be in violation of the federal securities laws as
amended and then in effect;
c. A general suspension of trading in securities on the New York Stock Exchange, or
the imposition by the New York Stock Exchange or other national securities exchange, or any
governmental authority, of any material restrictions not now in force with respect to the Bonds,
or the material increase of any such restrictions now in force, including those relating to the
extension of credit by, or the charge to the net capital requirements of, the Underwriter, or a
general banking moratorium or limits on loans or the amounts of loans to investment banking
firms in general shall have been declared by federal, State of New York or State of California
officials authorized to do so;
d. The introduction, proposal or enactment of any amendment to the United States
Constitution or California Constitution or any action by any federal or California court,
legislative body, regulatory body or other authority materially adversely affecting the tax status
of the District, its property, income, securities (or interest thereon), the validity or enforceability
of the Resolution, the Fiscal Agent Agreement or the Bonds;
e. Any event occurring, or information becoming known which, in the judgment of
the Underwriter, makes untrue in any material respect any statement or information contained in
the Preliminary Official Statement, as of its date or as of the date hereof, or in the Official
Statement, or has the effect that the Preliminary Official Statement, as of its date or as of the date
hereof, or in the Official Statement, contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, and, in either such
12
event, (A) the District refuses to permit the Official Statement to be supplemented to supply such
statement or information in a manner satisfactory to the Underwriter or (B) the effect of the
Official Statement as so supplemented is, in the judgment of the Underwriter, to materially
adversely affect the market price or marketability of the Bonds or the ability of the Underwriter
to enforce contracts for the sale, at the contemplated offering prices (or yields), of the Bonds;
f. There shall have occurred any outbreak or increase of hostilities or terrorism or
other local, national or international event, act, occurrence, calamity or crisis, or there shall have
occurred a financial crisis or a default with respect to the debt obligations of, or the institution of
proceedings under the federal or applicable state bankruptcy laws by or against, any agency or
instrumentality of the State of California, any state of the United States or agency thereof, or any
District located in the United States having a population of over one million the effect of which
on the financial markets of the United States of America;
g. There shall have been any material change in the affairs of the District, or the
Official Statement shall have been supplemented pursuant to Section 8(k) hereof;
h. Any rating of the Bonds shall have been downgraded, suspended or withdrawn by
a national rating service;
i. An order, decree or injunction of any court of competent jurisdiction, issued or
made to the effect that the issuance, offering or sale of obligations of the general character of the
Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations,
as contemplated hereby or by the Preliminary Official Statement of the Official Statement, is or
would be in violation of any applicable law, rule or regulation, including (without limitation) any
provision of applicable federal securities law as amended and then in effect;
j. A stop order, ruling, regulation or official statement by the Securities and
Exchange Commission or any other governmental agency having jurisdiction of the subject
matter shall have been made or any other event occurs, the effect of which is that the issuance,
offering or sale of the Bonds, or the execution and delivery of the Legal Documents as
contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or
would be in violation of any applicable law, rule or regulation, including (without limitation) any
provision of applicable federal securities laws, including the Securities Act of 1933, the
Securities and Exchange Act of 1934, or the Trust Indenture Act of 1939, each as amended and
as then in effect; or
k. Any litigation shall be instituted or pending (with service of process against the
District having been accomplished) at the time of the Closing to restrain or enjoin the issuance,
sale or delivery of the Bonds, or in any way contesting or affecting any authority for or the
validity of the proceedings, authorizing and approving the Bonds, the Resolution, the Legal
Documents or the existence or powers of the District with respect to its obligations under the
Legal Documents or the Bonds.
11. The District shall, except as set forth in the next succeeding paragraph, pay any
expenses incident to the performance of the District’s obligations hereunder, including but not
limited to the following: (i) the cost of the preparation, printing and delivery of the Bonds,
13
(ii) the fees for bond ratings, (iii) the cost of printing and distribution of the Fiscal Agent
Agreement, the Continuing Disclosure Certificate, the Preliminary Official Statement and the
Official Statement, (iv) the fees and disbursements of Orrick, Herrington & Sutcliffe LLP, as
Bond Counsel, and of Schiff Hardin LLP, as Disclosure Counsel, (v) any fees and disbursements
of the District’s accountants (vii) the fees and disbursements of the Fiscal Agent and its counsel,
(vii) the fees and expenses of Backstrom McCarley Berry & Co., LLC, financial advisor to the
District, (viii) the fees and disbursements of any accountants, attorneys, auditors, experts,
consultants or advisors retained by the District, and (ix) any other costs and disbursements
incurred by the District in connection with the transaction. To the extent that the Underwriter, in
order to facilitate the transactions hereunder, has advanced funds to pay any expenses of the
District incidental to this Bond Purchase Agreement and the transactions hereunder (including,
but not limited to, transportation, lodging, meals and other ancillary costs of District
representatives associated with the financing), the District shall reimburse the Underwriter for
such advances as part of the Underwriter’s discount.
The Underwriter shall pay (i) the fees and disbursements of Hawkins Delafield & Wood
LLP, retained by the Underwriter in connection with the purchase and sale of the Bonds pursuant
hereto as Underwriter’s counsel, (ii) the fee payable to the California Debt and Investment
Advisory Commission with respect to the sale of the Bonds, (iii) advertising expenses and all
other expenses incurred by the Underwriter in connection with the public offering and
distribution of the Bonds, (iv) fees and expenses related to obtaining CUSIP numbers, and
(v) expenses to qualify the Bonds for sale under any Blue Sky laws. Notwithstanding that the
fees payable to the California Debt and Investment Advisory Commission are solely the legal
obligation of the Underwriter, the District agrees to reimburse the Underwriter for such fees as
part of the Underwriter’s discount.
12. Any notice or other communication to be given to the District under this Bond
Purchase Agreement may be given by delivering the same in writing to Midpeninsula Regional
Open Space District, 330 Distel Circle, Los Altos, CA 94022-1404, Attention: Chief Financial
Officer, or to such other person as she may designate in writing, and any notice or other
communication to be given to the Underwriter under this Bond Purchase Agreement (other than
the acceptance hereof as specified in the first Paragraph hereof) may be given by delivering the
same in writing to Morgan Stanley & Co. LLC, 555 California Street, 21st Floor, San Francisco,
California 94104, Attention: Adam Aranda.
13. The validity, interpretation and performance of this Bond Purchase Agreement
shall be governed by the laws of the State of California.
14. The term “end of the underwriting period” means the later of such time as (i) the
District delivers the Bonds to the Underwriter or (ii) the Underwriter does not retain directly or
as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public.
Unless the Underwriter gives notice to the contrary, the “end of the underwriting period” shall be
deemed the Closing Date. Any notice delivered pursuant to this Section shall be written notice,
delivered to the District at or prior to the Closing, and shall specify a date, other than the Closing
Date (or other date specified by notice delivered pursuant to this Section), to be deemed the “end
of the underwriting period.”
14
15. This Bond Purchase Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
16. The District acknowledges and agrees that: (i) the transaction contemplated by
this Bond Purchase Agreement is an arm’s length, commercial transaction between the District
and the Underwriter in which the Underwriter is acting solely as a principal and is not acting as a
municipal advisor, financial advisor or fiduciary to the District; (ii) the Underwriter has not
assumed any advisory or fiduciary responsibility to the District with respect to the transaction
contemplated hereby and the discussions, undertakings and procedures leading thereto
(irrespective of whether Underwriter has provided other services or is currently providing other
services to the District on other matters); (iii) the only contractual obligations the Underwriter
has to the District with respect to the transaction contemplated hereby expressly are set forth in
this Bond Purchase Agreement; and (iv) the District has consulted its own legal, accounting, tax,
financial and other advisors, as applicable, to the extent it has deemed appropriate.
17. Issue Price.
(a) The Underwriter agrees to assist the District in establishing the issue price of the
Securities and shall execute and deliver to the District at Closing an “issue price” or similar
certificate, together with the supporting pricing wires or equivalent communications,
substantially in the form attached hereto as Appendix C, with such modifications as may be
appropriate or necessary, in the reasonable judgment of the Underwriter, the District and Bond
Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price
or prices to the public of the Bonds. All actions to be taken by the District under this section to
establish the issue price of the Bonds may be taken on behalf of the District by the District’s
municipal advisor identified herein and any notice or report to be provided to the District may be
provided to the District’s municipal advisor.
(b) [Except as otherwise set forth in Schedule I attached hereto,] the District will treat
the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public
as the issue price of that maturity (if different interest rates apply within a maturity, each separate
CUSIP number within that maturity will be subject to the 10% test). At or promptly after the
execution of this Bond Purchase Agreement, the Underwriter shall report to the District the price
or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test
has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report
to the District the prices at which it sells the unsold Bonds of that maturity to the public. That
reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10%
test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have
been sold to the public.
[Subsection (c) shall apply only if the Underwriter agrees to apply the hold-the-offering-
price rule, as described below.]
(c) The Underwriter confirms that it has offered the Bonds to the public on or before
the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering
price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as
15
otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase
Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and
for which the District and the Underwriter agree that the restrictions set forth in the next sentence
shall apply, which will allow the District to treat the initial offering price to the public of each
such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price
rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the
Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at
a price that is higher than the initial offering price to the public during the period starting on the
sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of
the Bonds to the public at a price that is no higher than the initial offering
price to the public.
The Underwriter shall promptly advise the District when it has sold 10% of that maturity of the
Bonds to the public at a price that is no higher than the initial offering price to the public, if that
occurs prior to the close of the fifth (5th) business day after the sale date.
(d) The Underwriter confirms that any selling group agreement and any retail
distribution agreement relating to the initial sale of the Bonds to the public, together with the
related pricing wires, contains or will contain language obligating each dealer who is a member
of the selling group and each broker-dealer that is a party to such retail distribution agreement, as
applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each
maturity allotted to it until it is notified by the Underwriter that either the 10% test has been
satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the
public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for
so long as directed by the Underwriter. The District acknowledges that, in making the
representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling
group has been created in connection with the initial sale of the Bonds to the public, the
agreement of each dealer who is a member of the selling group to comply with the hold-the-
offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing
wires, and (ii) in the event that a retail distribution agreement was employed in connection with
the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to
such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the
retail distribution agreement and the related pricing wires. The District further acknowledges
that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling
group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its
corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
(e) The Underwriter acknowledges that sales of any Bonds to any person that is a
related party to the Underwriter shall not constitute sales to the public for purposes of this
section. Further, for purposes of this section:
16
(i) “public” means any person (including an individual, trust, estate,
partnership, association, company, or corporation) other than an
underwriter or a related party,
(ii) “underwriter” means (A) any person that agrees pursuant to a written
contract with the District (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the
public and (B) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (A) to participate in
the initial sale of the Bonds to the public (including a member of a selling
group or a party to a retail distribution agreement participating in the
initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i)
more than 50% common ownership of the voting power or the total value
of their stock, if both entities are corporations (including direct ownership
by one corporation of another), (ii) more than 50% common ownership of
their capital interests or profits interests, if both entities are partnerships
(including direct ownership by one partnership of another), or (iii) more
than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as
applicable, if one entity is a corporation and the other entity is a
partnership (including direct ownership of the applicable stock or interests
by one entity of the other), and
(iv) “sale date” means the date of execution of this Bond Purchase Agreement
by all parties.
S-1
18. This Bond Purchase Agreement when accepted by the District in writing as
heretofore specified shall constitute the entire agreement between the District and the
Underwriter and is made solely for the benefit of the District and the Underwriter (including the
successors or assigns of the Underwriter). No other person shall acquire or have any right
hereunder or by virtue hereof.
Very truly yours,
MORGAN STANLEY & CO. LLC
By: ____________________________________
Executive Director
Agreed and Accepted this
____ day of ______________ at _____ p.m.
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
By: __________________________________
Chief Financial Officer
SCHEDULE I
$[Principal Amount]
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
(COUNTIES OF SANTA CLARA, SAN MATEO AND SANTA CRUZ, CALIFORNIA)
GENERAL OBLIGATION BONDS (GREEN BONDS), SERIES 2018
SERIAL BONDS
Maturity Date
(Sept. 1) Principal Amount Interest Rate Yield Price 10% Sold
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
TERM BONDS
$________ ____% Term Bond due September 1, 20__; Yield ____%; Price: ______
_________________
C Price to par call on September 1, 20__.
A-1
APPENDIX A
FORM OF DISCLOSURE COUNSEL OPINION
[Closing Date], 2018
Midpeninsula Regional Open Space District
Los Altos, California
Morgan Stanley & Co. LLC
San Francisco, California
Re: MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
(COUNTIES OF SANTA CLARA, SAN MATEO AND SANTA CRUZ,
CALIFORNIA) GENERAL OBLIGATION BONDS (GREEN BONDS),
SERIES 2018
Ladies and Gentlemen:
We have acted as disclosure counsel to the Midpeninsula Regional Open Space District
(the “District”) in connection with the issuance by the District of $[Principal Amount] principal
amount of Midpeninsula Regional Open Space District Green Bonds, 2018 Refunding Series A
(the “2018 Series A Bonds”) and $[Series B Principal Amount] principal amount of
Midpeninsula Regional Open Space District Green Bonds, 2018 Refunding Series B (Federally
Taxable) (the “Taxable 2018 Series B Bonds” and together with the 2018 Series A Bonds, the
“2018 Green Bonds”). The 2018 Green Bonds are issued pursuant to the Constitution and laws of
the State of California (the “State”), including the provisions of Article 3 of Chapter 3 of
Division 5 of the Public Resources Code (the “District Act”), and all laws amendatory thereof or
supplemental thereto, including Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5
of the Government Code of the State of California (together with the District Act, the “Law”)
and an Fiscal Agent Agreement, dated as of [Dated Date], 2018 (the “Fiscal Agent Agreement”),
between the District and Zions Bank, a division of ZB, National Association, as fiscal agent (the
“Fiscal Agent”), and are more fully described in the Official Statement relating to the 2018
Green Bonds, dated [Pricing Date], 2018 (the “Official Statement”). The 2018 Green Bonds were
purchased by Morgan Stanley & Co. LLC (the “Underwriter”) pursuant to the terms and
conditions of a Bond Purchase Agreement, dated [Pricing Date], 2018 (the “Purchase
Agreement”), by and between the Underwriter and the District. Capitalized terms used herein
and not otherwise defined shall have the meanings given to such terms as set forth in the Official
Statement.
We have examined originals, or copies certified or otherwise identified to our satisfaction, of
such documents, records, certificates and other instruments as we have deemed necessary or
appropriate for the purpose of rendering this opinion, including, without limitation, the Fiscal Agent
Agreement; the Official Statement; the Continuing Disclosure Certificate, dated [Closing Date],
2018 (the “Continuing Disclosure Certificate”) executed by the District and agreed to and accepted
A-2
by Goodwin Consulting Group, as dissemination agent (the “Dissemination Agent”); opinions of
counsel to the District and to the Fiscal Agent; certificates of the District, and others; and such other
documents, reports, certificates, opinions and matters to the extent we deemed necessary to provide
the opinions or conclusions set forth herein.
In arriving at the opinions and conclusions hereinafter expressed, we are not expressing
any opinion or view on, and with your permission are assuming and relying on, the validity,
accuracy and sufficiency of the records, documents, certificates and opinions referred to above,
including the accuracy of all factual matters represented and legal conclusions contained therein,
including, without limitation, any representations and legal conclusions regarding the due
authorization, issuance, delivery, validity and enforceability of the 2018 Green Bonds; the
exclusion of interest thereon from gross income for federal income tax purposes; the legality,
validity and enforceability of the Continuing Disclosure Certificate, and any laws, documents
and instruments that may be related to the issuance, payment or security of the 2018 Green
Bonds.
We have assumed that all documents, records, reports, certificates and opinions that we
have reviewed, and the signatures thereto, are genuine. Based on and subject to the foregoing,
and in reliance thereon, as of the date hereof, we are of the following opinions or conclusions:
1. The 2018 Green Bonds constitute exempt securities under Section 3(a)(2) of the
Securities Act of 1933, as amended; the offer, sale and delivery of the 2018 Green Bonds do not
require registration under the Securities Act of 1933, as amended, and the Fiscal Agent
Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended.
2. In our capacity as disclosure counsel to the District in connection with the issuance
of the 2018 Green Bonds, we have rendered certain legal advice and assistance in connection with
the preparation of the Official Statement. Rendering such assistance involved, among other things,
discussions and inquiries concerning various legal matters, review of certain records, documents
and proceedings, and participation in meetings, discussions and telephone conferences with, among
others, representatives of the District, the Underwriter, Backstrom McCarley Berry & Co., LLC, as
Financial Advisor to the District, Bond Counsel, General Counsel to the District, Underwriter’s
Counsel, counsel to the Fiscal Agent, and the Dissemination Agent, during which meetings and
telephone conferences the contents of the Official Statement and related matters were discussed. We
have not undertaken to verify independently, and have assumed, the accuracy of the factual
matters represented, warranted or certified in the documents, and of the legal conclusions
contained in the opinions, referred to in the second paragraph hereof.
Based upon our participation in the above-referenced conferences (which did not extend
beyond the date of the Official Statement, the information made available to us in the course of our
participation in the preparation of the Official Statement, and in reliance on the documents,
certificates, records, instruments and opinions herein mentioned, and without passing on or
assuming any responsibility for the accuracy, completeness or fairness of the statements made in the
Official Statement and without having made any independent investigation or verification thereof,
we confirm that nothing has come to our attention which would lead us to believe that the Official
Statement (excluding therefrom financial, engineering, demographic and statistical data,
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forecasts, projections, estimates, assumptions and expressions of opinions, CUSIP numbers,
statements relating to DTC and the operation of its book-entry system and the appendices to the
Official Statement (excluding APPENDIX E–“FORM OF CONTINUING DISCLOSURE CERTIFICATE” as
to all of which no view need be expressed) as of its date and the date hereof contains any untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not
misleading in any material respect. In this connection, however, we must advise you that the
limitations inherent in the examination made by us and the knowledge available to us are such that
we are unable to assume, and are not passing upon and do not assume responsibility for the
accuracy, completeness or fairness of any of the statements contained in the Official Statement
and make no representation that we have independently verified the accuracy, completeness or
fairness of any such statements.
We are admitted to the Bar in the State of California. Our opinion herein is limited to
matters governed by the laws of the State of California and the federal securities laws of the
United States, and we assume no responsibility with respect to the applicability or the effect of
the laws of any other jurisdiction.
This letter is furnished by us as disclosure counsel to the District. This letter is delivered
to the addressees hereof, solely for their benefit, and is not to be used, circulated, quoted or
otherwise referred to or relied upon for any other purpose or by any other person without our
prior written consent, although it may be included in a closing transcript prepared for the 2018
Green Bonds. Our engagement with respect to this matter has terminated as of the date hereof,
and we disclaim any obligation to update this letter. This letter is not intended to, and may not,
be relied upon by owners of the 2018 Green Bonds or by any other party to whom it is not
specifically addressed.
Very truly yours,
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APPENDIX B
FORM OF DISTRICT COUNSEL OPINION
[Closing Date], 2018
Midpeninsula Regional Open Space District
Los Altos, California
Morgan Stanley & Co. LLC
San Francisco, California
Re: $[Principal Amount]
Midpeninsula Regional Open Space District, California
Green Bonds, 2018 Refunding
Ladies and Gentlemen:
We have acted as counsel to the Midpeninsula Regional Open Space District (the
“District”) in connection with the issuance by the District of its Green Bonds, 2018 Refunding
(the “Bonds”) in the aggregate principal amount of $[Principal Amount] and the sale of such
Bonds pursuant to the Bond Purchase Agreement dated [Pricing Date], 2018 (the “Bond
Purchase Agreement”) between the District and Morgan Stanley & Co. LLC.
In connection therewith, we have examined originals or copies certified or otherwise
identified to our satisfaction of such documents, records and other instruments as we have
deemed necessary or appropriate for the purpose of this opinion, including (i) Resolution No. 19-
97 adopted by the District of Directors of the District (the "Board") on [Resolution Date] (the
“Board Resolution”), (ii) a Fiscal Agent Agreement, dated as of [Dated Date], 2018, by and
between the District and Zions Bank, a division of ZB, National Association, as fiscal agent (the
“Fisca; Agent”), (iii) the Preliminary Official Statement of the District relating to the Bonds
dated [POS Date] (the “Preliminary Official Statement”) and the Official Statement of the
District relating to the Bonds dated [Pricing Date], 2018 (the “Official Statement”), (iv) the
Continuing Disclosure Certificate, dated [Closing Date], 2018 (the “Continuing Disclosure
Certificate”), executed by the District, (v) the Tax Certificate, dated the date hereof and executed
by the District, and (vi) the various proceedings of the District and certificates and counsel
opinions executed and delivered in connection with the sale of the Bonds.
Based upon the foregoing and upon consideration of applicable law, and subject to the
qualifications provided herein, we are of the opinion that:
1. The District is duly organized and validly existing under the laws of the State of
California.
2. The District Resolution was duly adopted, and the Fiscal Agent Agreement, the
Bond Purchase Agreement and the Continuing Disclosure Certificate (the “District Legal
Documents”) and the Preliminary Official Statement and the Official Statement were duly
approved and authorized to be executed, at a meeting of the governing body of the District,
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which was called and held pursuant to law and with all public notice required by law and at
which a quorum was present and acting throughout.
3. The District has the right and power under law to adopt the District Resolution
and to enter into the District Legal Documents. The District Legal Documents are valid and
binding upon the District and enforceable in accordance with its terms (except as enforcement
may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws
relating to the enforcement of creditor’s rights generally). No other authorization for the
adoption of the District Resolution, the execution and delivery of the Fiscal Agent Agreement
and the issuance of the Bonds is required (except for “Blue Sky” laws and other securities
regulation of which we express no opinion).
4. Other than as described in the Preliminary Official Statement and the Official
Statement, there is no action, suit, proceeding, or investigation at law or in equity before or by
any court, public board or body, pending (with service of process against the District having
been accomplished) or, to the best of our knowledge, threatened against or affecting the District
(i) to restrain or enjoin the issuance or the delivery of the Bonds, (ii) in any way contesting or
affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Fiscal
Agent Agreement or the District Resolution, (iii) in any way contesting the existence or powers
of the District with respect to the issuance of the Bonds or the security therefore, or (iv) if
determined adversely to the District, would have a material, adverse impact on the operations or
finances of the District.
5. The execution and delivery of the District Legal Documents by the District, and
performance by the District of its obligations thereunder, will not in any material manner conflict
with or result in a breach of any of the terms, conditions or provisions of any agreement or
instrument to which the District is a party or by which it is bound or constitute a default
thereunder.
6. The District is not in material breach of or default under any applicable law or
administrative regulation of the State or any applicable judgment or decree or any lease
agreement, indenture, bond, note, resolution, agreement or other instrument to which the District
is a party or is otherwise subject which breach or default would, materially adversely affect the
District’s ability to enter into or perform its obligations under the District Legal Documents, and
no event has occurred and is continuing which, with the passage of time or the giving of notice,
or both, would constitute such a breach or default.
7. To the best of my knowledge, the information in the Preliminary Official
Statement and the Official Statement concerning the District (excluding therefrom financial
statements and other statistical data included in the Official Statement, and the information
contained under the caption “UNDERWRITING” and all information concerning the book-entry
system set forth under the caption “The 2018 Green Bonds” and in [Appendix G], as to which no
view is expressed) does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
Very truly yours,
C-1
APPENDIX C
FORM OF ISSUE PRICE CERTIFICATE
$[PRINCIPAL AMOUNT]
[BOND CAPTION]
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of MORGAN STANLEY & CO. LLC (the “Underwriter”),
hereby certifies as set forth below with respect to the sale and issuance of the above-captioned
obligations (the “Bonds”).
Select appropriate provisions below:
1. [Alternative 1 1 – All Maturities Use General Rule: Sale of the Bonds. As of the
date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of
such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule
A.][Alternative 2 2 – Select Maturities Use General Rule: Sale of the General Rule Maturities.
As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price
at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price
listed in Schedule A.]
2. Initial Offering Price of the [Bonds][Hold-the-Offering-Price Maturities].
(a) [Alternative 1 3 – All Maturities Use Hold-the-Offering-Price Rule: The
Underwriter offered the Bonds to the Public for purchase at the respective initial offering prices
listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the
pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule
B.] [Alternative 2 4 – Select Maturities Use Hold-the-Offering-Price Rule: The Underwriter
offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial
offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A
copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate
as Schedule B.]
(b) [Alternative 1 – All Maturities use Hold-the-Offering-Price Rule: As set forth in the
Bond Purchase Agreement, the Underwriter has agreed in writing that, (i) for each Maturity of
the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person at a
price that is higher than the Initial Offering Price for such Maturity during the Holding Period for
such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall
contain the agreement of each dealer who is a member of the selling group, and any retail
distribution agreement shall contain the agreement of each broker-dealer who is a party to the
1 If Alternative 1 is used, delete the remainder of paragraph 1 and all of paragraph 2 and renumber paragraphs accordingly.
2 If Alternative 2 is used, delete Alternative 1 of paragraph 1 and use each Alternative 2 in paragraphs 2(a) and (b).
3 If Alternative 1 is used, delete all of paragraph 1 and renumber paragraphs accordingly.
4 Alternative 2(a) of paragraph 2 should be used in conjunction with Alternative 2 in paragraphs 1 and 2(b).
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retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such
agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Bonds at a
price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during
the Holding Period. [Alternative 2 - Select Maturities Use Hold-the-Offering-Price Rule: As set
forth in the Bond Purchase Agreement, the Underwriter has agreed in writing that, (i) for each
Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the
Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for
such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”),
and (ii) any selling group agreement shall contain the agreement of each dealer who is a member
of the selling group, and any retail distribution agreement shall contain the agreement of each
broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-
offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered
or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the
respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.
3. Defined Terms.
[(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A
hereto as the “General Rule Maturities.”]
[(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in
Schedule A hereto as the “Hold-the-Offering-Price Maturities.”]
[(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the
period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day
after the Sale Date ([DATE]), or (ii) the date on which the Underwriter has sold at least 10% of
such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial
Offering Price for such Hold-the-Offering-Price Maturity.
(d) Issuer means Midpeninsula Regional Open Space District.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest rates,
are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter.
(g) Related Party means any entity if an Underwriter and such entity are subject,
directly or indirectly, to (i) more than 50% common ownership of the voting power or the total
value of their stock, if both entities are corporations (including direct ownership by one
corporation of another), (ii) more than 50% common ownership of their capital interests or profit
interests, if both entities are partnerships (including direct ownership by one partnership of
another), or (iii) more than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as applicable, if one
entity is a corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other).
(h) Sale Date means the first day on which there is a binding contract in writing for
the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [DATE].
(i) Underwriter means (i) any person that agrees pursuant to a written contract with
the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written
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contract directly or indirectly with a person described in clause (i) of this paragraph to participate
in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a
retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the Underwriter's interpretation of any laws, including
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations thereunder. The undersigned understands that the foregoing information
will be relied upon by the Issuer with respect to certain of the representations set forth in the
[Tax Certificate] and with respect to compliance with the federal income tax rules affecting the
Bonds, and by Orrick, Herrington & Sutcliffe LLP, bond counsel, in connection with rendering
its opinion that the interest on the Bonds is excluded from gross income for federal income tax
purposes, the preparation of Internal Revenue Service Form 8038-G, and other federal income
tax advice it may give to the Issuer from time to time relating to the Bonds.
Morgan Stanley & Co. LLC
By:____________________________________
Name:__________________________________
___
Dated: [ISSUE DATE]
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SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
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SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
R-17-123
Meeting No. 17-28
November 8, 2017
AGENDA ITEM 7
AGENDA ITEM
Board Compensation Policy Amendment
GENERAL MANAGER’S RECOMMENDATIONS
1. Approve an amendment to Board Policy 6.06 – Meeting Compensation, Reimbursement of
Authorized Necessary Expenses for Performance of Official Duties, and Adoption of Ethics
Training Requirements Pursuant to Government Code Section 53232 et seq. (AB1234) – to
expand the definition of “meetings of the Board of Directors”.
2. Delete Board Policy 6.03 – Compensation of Directors and Payment of Expenses – which
contains duplicative verbiage as in Board Policy 6.06.
3.Direct staff to track the number of meetings of the Board of Directors and member
attendance over the next 12 months and explore the need for additional actions, up to and
including legislative solutions.
SUMMARY
In early 2017, the District became aware of federal requirements that elected officials must be
treated as employees for tax purposes. One consequence of that change is that elected officials
are no longer allowed to deduct mileage costs from annual tax filings. This change increases the
financial burden on policy makers. On January 11, 2017, the Board of Directors expressed
concern that the change reduces the Board of Director’s overall compensation. To explore
options to remedy these concerns, the Board of Directors referred the topic to the Legislative,
Finance, and Public Affairs Committee (LFPAC), which recommends expanding the definition
of “meetings of the Board of Directors” and increase the number of compensable meetings. This
report discusses specific meetings types for potential inclusion in the definition. Prior to
exploring an increase in the number of compensable meetings, the General Manager
recommends tracking attendance based on the new definition of compensable meetings and
returning to LFPAC with the results to determine if legislation solutions should be explored.
BACKGROUND
LFPAC Review and Consideration:
LFPAC met on March 7, 2017 and reviewed background data prepared by staff, including the
following:
a)Summary of Board of Directors attendance records for calendar year 2015 and 2016;
b) Survey results of comparable compensation by jurisdiction in the region; and
R-17-123 Page 2
c)The California Special Districts Association (CSDA) survey of special district Board
compensation statutes.
Following review and discussion at the March meeting, LFPAC requested that staff narrow
compensation options to four areas:
•Estimate an adjustment based on the Consumer Price Index (CPI);
•Consider increasing the days of service compensated per month;
•Explore what meetings should be compensable; and,
•Provide mileage reimbursement options.
LFPAC reviewed the refined alternatives on August 29, 2017, and recommended that the full
Board consider expanding the definition of “meetings of the Board of Directors” and increase the
number of compensable meetings. (See the August 29, 2017, LFPAC Board Report R-17-107
for the detailed summary of options.)
Board of Directors Meeting Attendance 2015 and 2016:
Based on a review of recent history, Board Members attend an average of 3.4 Board-related
meetings per month that are eligible for compensation according to Board stipend records. The
table below provides a breakdown of the average number of compensable meetings attended per
month, as well as individual monthly minimums and maximums over the 24-month period.
Should the Board adopt additional compensable meeting types, staff recommends tracking Board
attendance at compensable meetings for the next 12 months and report back to LFPAC with
results to determine what additional actions to explore, such as the pursuit of legislative changes
related to Board compensation.
Table 1: Summary of 2015 and 2016 Calendar Year Meetings of the Board of Directors
Ward Board Member Average Min Max
1 Siemens 3.3 1 6
2 Kishimoto 3.3 1 8
3 Cyr 3.9 2 7
4 Riffle 3.7 2 6
5 Hanko 3.0 1 5
6 Hassett 3.4 1 6
7 Harris 3.2 1 5
Other Board Compensation Policies:
The Board of Directors are eligible to secure mileage reimbursement consistent with Midpen
policies for trips in excess of the typical round trip to and from the Administrative Office at 330
Distel Circle. In addition, the Board may participate in medical, dental, and vision plans
available to permanent employees of Midpen on the same terms available to those District
employees, or on terms and conditions as the Board may determine. The Board implemented
this benefit in 1999 to allow Board members to participate in District insurance plans. Currently
Board members choosing to participate pay both the employee and employer share of the costs.
R-17-123 Page 3
DISCUSSION
Section 5536 of the California Public Resources Code (PRC) sets compensation for Board
members at $100 per meeting with a maximum of $500 or five meetings per month (Attachment
1). This has not changed since 1984.
Expanding the Definition of a Meeting of the Board of Directors:
Board members attend a variety of different District-related meetings and events each month.
Included in PRC Section 5536(b) is the verbiage:
The board may provide, by ordinance or resolution, that each of its members may receive an amount
not to exceed one hundred dollars ($100) per day for each attendance at a meeting of the board. For
purposes of this section, a meeting of the board includes, but is not limited to, closed sessions of the
board, board field trips, district public hearings, or meetings of a committee of the board.
Currently, Midpen elected officials receive compensation for the following meetings of the
Board of Directors:
•Regular and Special Board Meetings
•Study Sessions
•Closed Sessions
•Committee Meetings
•Ad Hoc Committee Meetings
•Field Trip (only one has been compensated in recent history)
The Board President appoints Board members to represent Midpen in standing committees of
outside bodies, including specifically the Bay Area Ridge Trail Council and the California Joint
Powers Insurance Authority. At this time, attendance at these two meetings is not compensable.
The General Manager recommends that the following meetings of the Board of the Directors be
considered for addition to the definition:
•All field trips to Midpen projects
•Trainings as required by State law, such as Ethics training (AB 1234) and Harassment
Prevention training (AB 1661).
•Ground breakings and ribbon cuttings for projects on Midpen lands
Recommended Changes to Board Policy 6.06
As set out in Attachment 2, the General Manager recommends replacing the existing language in
section A.1 with the following (emphasize noted to highlight proposed additions to the definition
of a Board meeting):
Pursuant to Public Resources Code Sections 5536 and 5536.5, members of the Board shall
receive one hundred dollars ($100.00) for each attendance at a Board meeting. A Board
meeting includes a closed session of the board, regular and special meetings of the board,
field trips to district project locations, district public hearings, meetings of standing and ad
hoc committees, trainings required by State law, and ribbon cuttings for projects on district
lands. Regarding compensation for committee meetings, only Board members who are
members of the committee, or other authorized substitutes appointed by the presiding officer,
may be compensated for attendance at the meeting. The maximum total compensation per
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Board member allowable under this section shall be one hundred dollars ($100.00) per day
and five hundred dollars ($500.00) per calendar month.
Administrative Streamlining of Board Policies
Currently, Midpen Board Policy 6.06 - Meeting Compensation, Reimbursement of Authorized
Necessary Expenses for Performance of Official Duties, and Adoption of Ethics Training
Requirements Pursuant to Government Code Section 53232 et seq. (AB1234) - contains the
exact same language included in Midpen Board Policy 6.03 - Compensation of Directors and
Payment of Expenses. Rather than having to amend both in parallel with each revision, and in
order to prevent redundancy or inadvertent inconsistency, staff recommends deletion of Board
Policy 6.03 (Attachment 4) and reservation of the number (6.03) to be used for a future Board
policy.
FISCAL IMPACT
In FY2017-18, the budget provides up to $28,000 for Board meeting compensation. The
proposed expansion of the definition of meetings of the Board of Directors will not change the
adopted budget.
PUBLIC NOTICE
Public notice was provided as required by the Brown Act.
CEQA COMPLIANCE
This item is not a project subject to the California Environmental Quality Act.
NEXT STEPS
1. Revise Board Policy 6.06 – Meeting Compensation Reimbursement and expand the
definition of meetings of the Board of Directors.
2. Track and monitor meetings of the Board of Directors and report back to LFPAC with
results in the next 12 months and, if necessary, discuss next steps.
ATTACHMENTS:
1. California Public Resources Code 5536
2. Clean version with edits “Board Policy 6.06 – Meeting Compensation, Reimbursement of
Authorized Necessary Expenses for Performance of Official Duties, and Adoption of
Ethics Training Requirements Pursuant to Government Code Section 53232 et seq.
(AB1234)”
3.Revised “Board Policy 6.06 – Meeting Compensation, Reimbursement of Authorized
Necessary Expenses for Performance of Official Duties, and Adoption of Ethics Training
Requirements Pursuant to Government Code Section 53232 et seq. (AB1234)”. Redline
Strikeout
4.Recommended Deletion of Board Policy 6.03 – Compensation of Directors and Payment
of Expenses
R-17-123 Page 5
Responsible Department Head:
Christine Butterfield, Acting Assistant General Manager
Prepared by:
Joshua Hugg, Governmental Affairs Specialist
State of California
PUBLIC RESOURCES CODE
Section 5536
5536. (a) The board shall establish rules for its proceedings.
(b) The board may provide, by ordinance or resolution, that each of its members
may receive an amount not to exceed one hundred dollars ($100) per day for each
attendance at a meeting of the board. For purposes of this section, a meeting of the
board includes, but is not limited to, closed sessions of the board, board field trips,
district public hearings, or meetings of a committee of the board. The maximum
compensation allowable to a board member on any given day shall be one hundred
dollars ($100). Board members shall not receive any other compensation for meetings,
and no board member shall receive more than five hundred dollars ($500)
compensation under this section in any one calendar month, except that board members
of the East Bay Regional Park District may receive compensation for not more than
10 days in any one calendar month. A board member may elect to waive the per diem.
In addition, the board may provide, by ordinance or resolution, that each of its members
not otherwise eligible for an employer-paid or partially employer-paid group medical
or group dental plan, or both, may participate in any of those plans available to
permanent employees of the district on the same terms available to those district
employees or on terms and conditions as the board may determine. A board member
who elects to participate in any plan may also elect to have the premium for the plan
charged against his or her per diem and may further elect to waive the balance of the
per diem.
(c) All vacancies on the board shall be filled in accordance with the requirements
of Section 1780 of the Government Code, except that, in the case of vacancies caused
by the creation of new wards or subdistricts, the directors shall, prior to the vacancies
being filled, determine by lot, for the purpose of fixing the terms of the first directors
to be elected to the wards or subdistricts, which ward or subdistrict shall have a
four-year term and which ward or subdistrict shall have a two-year term. The persons
who fill the vacancies caused by the establishment of new wards or subdistricts shall
hold office until the next general election and until their successors are elected and
qualified for the terms previously determined by lot.
(d) For purposes of this section, the determination of whether a director’s activities
on any specific day are compensable shall be made pursuant to Article 2.3
(commencing with Section 53232) of Chapter 2 of Part 1 of Division 2 of Title 5 of
the Government Code.
(Amended by Stats. 2005, Ch. 700, Sec. 18. Effective January 1, 2006.)
ATTACHMENT 1
Midpeninsula Regional Open Space District
Board Policy Manual
Meeting Compensation,
Reimbursement of Authorized
Necessary Expenses for Performance
of Official Duties, and Adoption of
Ethics Training Requirements
Pursuant to Government Code Section
53232 et seq. (AB 1234)
Policy 6.06
Chapter 6 – General
Effective Date: 1/30/08 Revised Date: XX/XX/XX
Prior Versions: 11/13/13, 8/9/17
Board Policy 6.06 Page 1 of 4
A. COMPENSATION OF BOARD MEMBERS
1.Pursuant to Public Resources Code Sections 5536 and 5536.5, members of the
Board shall receive one hundred dollars ($100.00) for each attendance at a
Board meeting. A Board meeting includes a closed session of the board, regular
and special meetings of the board, field trips to district project locations, district
public hearings, meetings of standing and ad hoc committees, trainings required
by State law, and ribbon cuttings for projects on district lands. Regarding
compensation for committee meetings, only Board members who are members
of the committee, or other authorized substitutes appointed by the presiding
officer, may be compensated for attendance at the meeting. The maximum total
compensation 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.
B. TRAVEL AND INCIDENTAL EXPENSES INCURRED WHILE PERFORMING AUTHORIZED
DISTRICT BUSINESS
1.Types of Occurrences and Meetings that Qualify for Expense Reimbursement.
Board Members are eligible for reimbursement for actual and necessary expenses incurred in
the performance of their authorized official duties as provided in Public Resources Code
Sections 5536 and 5536.5 and AB 1234 as follows:
a.Attendance at conferences in accordance with the Board’s “Budget
Guidelines for Conference Attendance”, or if the Board, on a case-by-case
basis, approves other conference attendance in advance, due to specific
business needs of the District.
b.Board authorized or General Manager requested, attendance at meetings
with nonprofit organizations, joint powers agencies, other government
agencies such as grant-funding agencies, District legislators or their staff,
local, state or federal representatives, and similar meetings, when such
attendance is necessary in order to effectively represent the District’s
position on a matter of District concern.
ATTACHMENT 2
Board Policy 6.06 Page 2 of 4
2.Government and Group Rates. Airlines, hotels, rental car companies, and other
businesses often make special rates available to government agencies or groups. These rates
are presumed to be the most economical and reasonable rates for the purposes of this Policy
and shall be obtained whenever available.
3.Transportation. Generally, travel to Board-authorized conferences or other
authorized travel between points within 150 miles of the District’s Administrative Office by the
Board Member’s private vehicle shall be at the current rate established by the Internal Revenue
Service. Travel exceeding 150 miles shall be at rates not exceeding the most economical rates
of a public carrier. Specific types of transportation expenses shall be reimbursed as follows:
a.Air Travel. Board Members may be reimbursed for the cost of a
roundtrip economy-class ticket, provided the amount of
reimbursement does not exceed the least expensive airfare that is
consistent with the Board Member’s reasonable scheduling constraints.
b.Personal Vehicle Travel. Board Members may be reimbursed for
expenses incurred in traveling by personal vehicle at the current
Internal Revenue Service mileage rate.
c.Car Rental Reimbursement. Where necessary when attending a
conference or other authorized travel, Board Members may be
reimbursed for the expense of a rental car, provided the amount of
reimbursement does not exceed the most economical and reasonable
rates available. When more than one Board Member attends the event,
Board Members shall share the rental car where feasible.
Conference and Travel Meals. Board Members may be reimbursed for meal expenses on a per
diem basis for meals consumed in conjunction with conference attendance or authorized travel.
The per diem rate for breakfast, lunch, and dinner shall be the daily per diem rate established
by the Federal Government General Services Administration (GSA) (www.gsa.gov/perdiem) for
the region where the conference/training is located. Where the conference/training site or
hotel includes meals in the cost of the registration, such meals shall not be included in the per
diem allowance unless dietary restrictions require obtaining meals from other sources. A
breakdown of allowable rates for breakfast, lunch, and dinner may be found on the GSA web
page (www.gsa.gov/mie).
The above limitations do not apply to meals at conferences or authorized travel at which a fixed
price meal is served as part of or during the event. In such a case, the actual cost of the meal
will be reimbursed.
If a meal is provided by a conference or included in the payment of the registration fee, Board
Members may not be reimbursed for meals purchased in lieu of or in addition to the provided
meal, unless it is infeasible for the Board Member to attend the meal due to the need to
conduct other District business.
4.Conference and Travel Lodging. The District will reimburse lodging expenses when
conference or other authorized travel reasonably requires an overnight stay, provided the
amount of the reimbursement does not exceed economical and reasonable rates for lodging
Board Policy 6.06 Page 3 of 4
that meets the Board Member’s reasonable scheduling and official business needs. For lodging
in connection with a conference, such lodging costs shall not exceed the maximum group rate
available through the conference or event sponsor, provided that the lodging at the group rate
is available to the Board Member at the time of booking. If the conference rate is not available,
the Board Member shall use comparable lodging and may be reimbursed at a nightly rate not to
exceed the maximum group rate available through the conference.
5.Incidental Expense Reimbursement. Board Members may be reimbursed for actual
and necessary incidental expenses incurred in connection with authorized conferences or
travel. Such expenses may include reasonable and customary gratuities, parking fees, taxi fares,
public transportation costs, tolls, telephone calls, internet, postage, facsimile charges, and
similar incidental expense.
6.Conference Registration Fee Reimbursement. Board Members may be reimbursed
for the expense of an authorized conference registration fee as set out in the Board’s “Budget
Guidelines for Board Conference Attendance” or as authorized by the Board on a case by case
basis.
7.Other Expenses. All other actual and necessary expenses incurred in the
performance of official duties that are not listed in this Policy shall not be reimbursed unless
reimbursement is approved by the Board in advance of incurring the expense.
8.Prohibited Expense Reimbursements. Board Members shall not be reimbursed for
expenses such as alcoholic beverages; spouse, domestic partner, or family member expenses;
entertainment expenses such as movie, theatre, or sporting event fees; nor for fines for vehicle
citations or damage to personal vehicles used in the course of District business. Exceptions can
be approved by the Board when necessary to comply with the Americans with Disabilities Act or
other applicable law, such as the payment for a necessary caregiver or companion to
accompany a Board Member due to a qualifying disability.
C. CELL PHONE REIMBURSEMENT
The District shall reimburse Board Members for the use of their personal cellular phone to
conduct Board business, receive or make calls with constituents and communicate with District
management. The reimbursement shall be $32.50 per month. To be eligible for this
reimbursement, the Board Member shall need to submit a completed Cell Phone
Reimbursement Form to the District Clerk for processing.
Whether or not an employee’s cell phone charges are reimbursed by the District, any records of
District business conducted on a personal cell phone or other device (including photos,
voicemail, text, and electronic mail) must be made available to the District upon request,
including but not limited to when needed to comply with a Public Records Act request.
D. DOCUMENTATION FOR COMPENSATION AND REIMBURSEMENT
1.Documentation Requirements. The District shall provide Board Members with
expense report forms to be filed by the Member for reimbursement of actual and necessary
Board Policy 6.06 Page 4 of 4
expenses which are authorized to be reimbursed under this Policy. The form shall be used to
document the expenses for which reimbursement is sought is proper under this Policy. The
District shall also provide a separate form to document compensable meetings.
a.Time for Filing Forms. Board Members must file expense report forms within
by the end of the calendar month following the calendar month when the expense was
incurred in order to receive reimbursement. The expense report forms shall be accompanied
by itemized receipts for items documenting each expense. Compensation forms shall also be
filed by the end of the month following calendar month of the meeting for which compensation
is sought. In the event a Board Member is unable to file such forms by the end of the following
calendar month due to extenuating circumstances, such as his or her absence from home or
illness, the Board Member shall file such forms as soon as feasible. In no event shall such forms
be filed later than ninety (90) days from the compensable meeting or incurring of the expense.
If a Board Members fails to file a timely reimbursement or compensation form, the Board
Members shall be ineligible to receive the requested payment.
b.Offset of Amounts Due the District. If a Board Member has reimbursable
expenses or compensation due from the District, and that Member owes any amounts to the
District, such amounts due shall be deducted from the reimbursement or compensation
otherwise due to the Board Member.
c.Public Records. All documents related to reimbursable expenses are
considered public records subject to disclosure under the California Public Records Act.
2.Report to Board Regarding Compensable Activities. Board Members shall
provide brief reports on meetings attended for which compensation is provided by this Policy at
the next regular Board meeting attended by the Board Member. The report may be made
orally during Board Informational Reports, or in writing. If provided in writing, the Board
Member shall state at the meeting that he or she is submitting to the District Clerk a written
report of compensable meetings attended.
E. ETHICS TRAINING PURSUANT TO AB 1234
Each Board Member shall receive at least two hours of training in general ethics principles and
laws relevant to his or her public service every two years. The District shall annually provide
information on training alternatives available to Board Members to meet the requirements of
AB 1234. The District shall maintain documentation of the dates that Board Members received
this training and the entity that provided the training.
Midpeninsula Regional Open Space District
Board Policy Manual
Meeting Compensation,
Reimbursement of Authorized
Necessary Expenses for Performance
of Official Duties, and Adoption of
Ethics Training Requirements
Pursuant to Government Code Section
53232 et seq. (AB 1234)
Policy 6.06
Chapter 6 – General
Effective Date: 1/30/08 Revised Date: 8/9/17 XX/XX/XX
Prior Versions: 11/13/13, 8/9/17
Board Policy 6.06 Page 1 of 4
A. COMPENSATION OF BOARD MEMBERS
1.Pursuant to Public Resources Code Sections 5536 and 5536.5, members of the
Board shall receive one hundred dollars ($100.00) for each attendance at a
Board meeting. A Board meeting includes a closed session of the board, regular
and special meetings of the board, field trips to district project locations, a
continued meeting, a closed session, district a public hearings, or a meetings of a
standing and ad hoc committees, trainings required by State law, and ribbon
cuttings for projects on district lands. of the Board. Regarding compensation
forAttendance at an ad hoc or other committee meetings, shall be compensable
only when determined to be so by the Board. oOnly Board members, who are
members of the committee, or other 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 committee established by other organizations. The
maximum total compensation 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.
B. TRAVEL AND INCIDENTAL EXPENSES INCURRED WHILE PERFORMING AUTHORIZED
DISTRICT BUSINESS
1.Types of Occurrences and Meetings that Qualify for Expense Reimbursement.
Board Members are eligible for reimbursement for actual and necessary expenses incurred in
the performance of their authorized official duties as provided in Public Resources Code
Sections 5536 and 5536.5 and AB 1234 as follows:
a.Attendance at conferences in accordance with the Board’s “Budget
Guidelines for Conference Attendance”, or if the Board, on a case-by-case
basis, approves other conference attendance in advance, due to specific
business needs of the District.
b.Board authorized or General Manager requested, attendance at meetings
with nonprofit organizations, joint powers agencies, other government
agencies such as grant-funding agencies, District legislators or their staff,
ATTACHMENT 3
Board Policy 6.06 Page 2 of 4
local, state or federal representatives, and similar meetings, when such
attendance is necessary in order to effectively represent the District’s
position on a matter of District concern.
2.Government and Group Rates. Airlines, hotels, rental car companies, and other
businesses often make special rates available to government agencies or groups. These rates
are presumed to be the most economical and reasonable rates for the purposes of this Policy
and shall be obtained whenever available.
3.Transportation. Generally, travel to Board-authorized conferences or other
authorized travel between points within 150 miles of the District’s Administrative Office by the
Board Member’s private vehicle shall be at the current rate established by the Internal Revenue
Service. Travel exceeding 150 miles shall be at rates not exceeding the most economical rates
of a public carrier. Specific types of transportation expenses shall be reimbursed as follows:
a.Air Travel. Board Members may be reimbursed for the cost of a
roundtrip economy-class ticket, provided the amount of
reimbursement does not exceed the least expensive airfare that is
consistent with the Board Member’s reasonable scheduling constraints.
b.Personal Vehicle Travel. Board Members may be reimbursed for
expenses incurred in traveling by personal vehicle at the current
Internal Revenue Service mileage rate.
c.Car Rental Reimbursement. Where necessary when attending a
conference or other authorized travel, Board Members may be
reimbursed for the expense of a rental car, provided the amount of
reimbursement does not exceed the most economical and reasonable
rates available. When more than one Board Member attends the event,
Board Members shall share the rental car where feasible.
Conference and Travel Meals. Board Members may be reimbursed for meal expenses on a per
diem basis for meals consumed in conjunction with conference attendance or authorized travel.
The per diem rate for breakfast, lunch, and dinner shall be the daily per diem rate established
by the Federal Government General Services Administration (GSA) (www.gsa.gov/perdiem) for
the region where the conference/training is located. Where the conference/training site or
hotel includes meals in the cost of the registration, such meals shall not be included in the per
diem allowance unless dietary restrictions require obtaining meals from other sources. A
breakdown of allowable rates for breakfast, lunch, and dinner may be found on the GSA web
page (www.gsa.gov/mie).
The above limitations do not apply to meals at conferences or authorized travel at which a fixed
price meal is served as part of or during the event. In such a case, the actual cost of the meal
will be reimbursed.
If a meal is provided by a conference or included in the payment of the registration fee, Board
Members may not be reimbursed for meals purchased in lieu of or in addition to the provided
meal, unless it is infeasible for the Board Member to attend the meal due to the need to
conduct other District business.
Board Policy 6.06 Page 3 of 4
4.Conference and Travel Lodging. The District will reimburse lodging expenses when
conference or other authorized travel reasonably requires an overnight stay, provided the
amount of the reimbursement does not exceed economical and reasonable rates for lodging
that meets the Board Member’s reasonable scheduling and official business needs. For lodging
in connection with a conference, such lodging costs shall not exceed the maximum group rate
available through the conference or event sponsor, provided that the lodging at the group rate
is available to the Board Member at the time of booking. If the conference rate is not available,
the Board Member shall use comparable lodging and may be reimbursed at a nightly rate not to
exceed the maximum group rate available through the conference.
5.Incidental Expense Reimbursement. Board Members may be reimbursed for actual
and necessary incidental expenses incurred in connection with authorized conferences or
travel. Such expenses may include reasonable and customary gratuities, parking fees, taxi fares,
public transportation costs, tolls, telephone calls, internet, postage, facsimile charges, and
similar incidental expense.
6.Conference Registration Fee Reimbursement. Board Members may be reimbursed
for the expense of an authorized conference registration fee as set out in the Board’s “Budget
Guidelines for Board Conference Attendance” or as authorized by the Board on a case by case
basis.
7.Other Expenses. All other actual and necessary expenses incurred in the
performance of official duties that are not listed in this Policy shall not be reimbursed unless
reimbursement is approved by the Board in advance of incurring the expense.
8.Prohibited Expense Reimbursements. Board Members shall not be reimbursed for
expenses such as alcoholic beverages; spouse, domestic partner, or family member expenses;
entertainment expenses such as movie, theatre, or sporting event fees; nor for fines for vehicle
citations or damage to personal vehicles used in the course of District business. Exceptions can
be approved by the Board when necessary to comply with the Americans with Disabilities Act or
other applicable law, such as the payment for a necessary caregiver or companion to
accompany a Board Member due to a qualifying disability.
C. CELL PHONE REIMBURSEMENT
The District shall reimburse Board Members for the use of their personal cellular phone to
conduct Board business, receive or make calls with constituents and communicate with District
management. The reimbursement shall be $32.50 per month. To be eligible for this
reimbursement, the Board Member shall need to submit a completed Cell Phone
Reimbursement Form to the District Clerk for processing.
Whether or not an employee’s cell phone charges are reimbursed by the District, any records of
District business conducted on a personal cell phone or other device (including photos,
voicemail, text, and electronic mail) must be made available to the District upon request,
including but not limited to when needed to comply with a Public Records Act request.
Board Policy 6.06 Page 4 of 4
D. DOCUMENTATION FOR COMPENSATION AND REIMBURSEMENT
1.Documentation Requirements. The District shall provide Board Members with
expense report forms to be filed by the Member for reimbursement of actual and necessary
expenses which are authorized to be reimbursed under this Policy. The form shall be used to
document the expenses for which reimbursement is sought is proper under this Policy. The
District shall also provide a separate form to document compensable meetings.
a.Time for Filing Forms. Board Members must file expense report forms within
by the end of the calendar month following the calendar month when the expense was
incurred in order to receive reimbursement. The expense report forms shall be accompanied
by itemized receipts for items documenting each expense. Compensation forms shall also be
filed by the end of the month following calendar month of the meeting for which compensation
is sought. In the event a Board Member is unable to file such forms by the end of the following
calendar month due to extenuating circumstances, such as his or her absence from home or
illness, the Board Member shall file such forms as soon as feasible. In no event shall such forms
be filed later than ninety (90) days from the compensable meeting or incurring of the expense.
If a Board Members fails to file a timely reimbursement or compensation form, the Board
Members shall be ineligible to receive the requested payment.
b.Offset of Amounts Due the District. If a Board Member has reimbursable
expenses or compensation due from the District, and that Member owes any amounts to the
District, such amounts due shall be deducted from the reimbursement or compensation
otherwise due to the Board Member.
c.Public Records. All documents related to reimbursable expenses are
considered public records subject to disclosure under the California Public Records Act.
2.Report to Board Regarding Compensable Activities. Board Members shall
provide brief reports on meetings attended for which compensation is provided by this Policy at
the next regular Board meeting attended by the Board Member. The report may be made
orally during Board Informational Reports, or in writing. If provided in writing, the Board
Member shall state at the meeting that he or she is submitting to the District Clerk a written
report of compensable meetings attended.
E. ETHICS TRAINING PURSUANT TO AB 1234
Each Board Member shall receive at least two hours of training in general ethics principles and
laws relevant to his or her public service every two years. The District shall annually provide
information on training alternatives available to Board Members to meet the requirements of
AB 1234. The District shall maintain documentation of the dates that Board Members received
this training and the entity that provided the training.
Midpeninsula Regional Open Space District
Board Policy Manual
Compensation of Directors
and Payment of Expenses
Policy 6.03
Chapter 6 - General
Effective Date: Revised Date: 11/13/13
Prior Versions:
Board Policy 6.03 Page 1 of 1
Public Resources Code § 5536 and 5536.5.
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 standing committee of the Board. Attendance at an
ad hoc committee meeting shall be compensable when determined to be so by the Board. 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 committee
established by other organizations. The maximum total compensation 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.
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ATTACHMENT 4
DATE: November 8, 2017
MEMO TO: MROSD Board of Directors
FROM: Ana Ruiz, Assistant General Manager
SUBJECT: Diversity Outreach Ad Hoc Committee Accomplishments
_____________________________________________________________________________
This memorandum recaps the charge, scope, and accomplishments of the Diversity Outreach Ad
Hoc Committee (Diversity Committee), which formed by Board action in June 22, 2016. The
Board charged the Diversity Committee with the following:
•Provide guidance in implementing the District’s Strategic Plan Goal to “Develop and
implement a comprehensive public outreach strategy utilizing the entire District
organization, including the engagement of diverse communities and enhanced public
education programs”.
•Expand Board member involvement in increasing outreach to and involvement of diverse
communities.
•Explore effective, creative strategies to encourage civic engagement of communities.
•Promote efforts to build relationships with cultural groups and leaders.
•Advise and support District efforts to increase and continue public outreach to
multicultural and diverse communities.
Consistent with Board Policy regarding Ad Hoc Committees, the Diversity Committee served for
a period of one year and held their first meeting on September 15, 2016. Given the limited
timeframe, the Diversity Committee identified specific goals and objectives/action items from
the onset to bring focus to their work and make the most of their one-year tenure. The
attachment provides the list of goal and objectives/action items, along with the work completed
by the Diversity Committee. All items that were ready for Diversity Committee engagement
were completed. Due to scheduling delays with initiating the Preserve User Survey Project
given a significant staff vacancy in the Public Affairs Department, two action items were not
initiated, however, the Diversity Committee provided sufficient framework guidance and
feedback during review of the “public-facing” Preserve User Survey to inform the subsequent
preparation of the “internal” Staff and Volunteer/Docent Survey.
In summary, the Diversity Committee pursued four specific goals and 12 objectives/action items
centered on diversity, inclusion, and equity relating to partnerships, civic engagement, outreach,
and programming. The Diversity Committee embraced their charge and their input and guidance
was extremely helpful in ensuring that strategies, studies, projects, and initiatives remained
aligned with the Board’s overarching diversity goals.
Delivery of Diversity Ad Hoc Committee Goals and Objectives (Sept 2016 – Sept 2017)
Goal 1: Promote the District and its interpretive programs through collaborative partnerships with diverse community
organizations.
Objective Related Action Plan Project
and Purpose Status of Committee Work
Explore partnership scenarios
to support the long-term
management and/or
programming of the Cooley
Landing Education Center;
focus on “next generation”
bayfront community services
and benefits.
Cooley Landing Interpretive
Facilities Design and
Implementation: continue
working in partnership with
East Palo Alto on Cooley
Landing Interpretive Facilities
and Infrastructure.
Completed; operator search underway
•The Board approved a FY2017-18 budget allocation to
prepare a business/operating plan for Cooley Park
(includes Education Center) on March 22.
•The Board approved an amendment to the Partnership
Agreement formalizing the funding commitment on
Aug 9.
•The Committee provided feedback on the approach and
draft RFP to complete an operator search and business
plan. The revised RFP was accepted by the City of EPA
and will be released by end of Oct.
Seek mechanism(s) for
introducing students to
District work, thereby
infusing youth and new
perspectives.
Partnership Development –
Youth Program: connect people
to open space and a regional
vision.
Completed
•The Board approved a partnership agreement with
Student Conservation Association to engage local youth
from underserved communities in GIS field mapping
and promote youth stewardship on March 22.
•On July 10, the Committee reviewed and provided
input on the draft Youth Outreach Strategic Plan.
Goal 2: Engage with communities through public meetings and other means to increase awareness about the District and its
projects.
Objective Related Action Plan Project
and Purpose Status
Track where and how many
Board meetings are held
offsite. Identify gaps to
expand outreach and civic
participation.
None Completed
•The GM will continuously identify opportunities to hold
Board/ Committee meetings in the northern area of the
District (based on Agenda items and relevancy) and
hold at least one meeting by end of 2017, with more in
2018.
•The District will hold the upcoming Nov 15 in northern
Menlo Park.
•A second northern meeting is planned for Jan 2018
in/near Redwood City.
Identify options for Board
members to engage one-on-
one and in group settings with
constituents and elected
officials.
Board Outreach: connect people
to open space and a regional
vision.
Completed
•Held legislative luncheon on June 9; was well attended
with diverse representatives from San Mateo and Santa
Clara Counties
•Held one groundbreaking and one grand opening to
date; one additional grand opening is scheduled for Nov
30.
•Other opportunities for Board representation: SB 492
hearings, Rancho San Antonio Stakeholders meeting;
Dumbarton Rail Corridor Study; Quarry Park Trail
opening; annual partner events
ATTACHMENT 1
Seek training opportunity to
provide Board members with
additional tools and strategies
for becoming more effective
public outreach ambassadors.
None Completed; training upcoming
•On July 10, the Committee provided input on the goals,
focus, and desired outcomes of the training to guide
selection
•On Aug 24, the Committee confirmed the proposed
outline for the training.
•Training is set for Jan 27.
Explore the formation,
representation, scope, and
charge of a Citizens Advisory
Committee (CAC).
None Completed
•On Aug 24 and Sept 7, the Committee considered the
opportunities and challenges of a CAC and arrived at
two recommendations that are being forwarded to the
full Board for consideration in Dec.
Goal 3: Reflect the diversity of the surrounding community in District activities and functions.
Objective Related Action Plan Project
and Purpose Status
Review socio-demographic
data and summarize key
findings to inform the Board
at their upcoming Strategic
Plan and Priority Setting
Board Retreats.
None Completed
The Board received socio-demographic data and maps
for areas with the District ahead of the Jan 2017 Board
retreat.
Review and confirm the goals
of the Preserve Use Survey
Project to ensure that the
baseline information collected
is comprehensive.
Preserve Use Survey: better
understand preserve users and
preserve satisfaction
Completed
On July 10, the Committee reviewed the project scope,
approach, and proposed focus group composition.
Review and confirm the goals
of a District Staff and
Volunteer Survey to ensure
the demographic data
collected is comprehensive.
None Prior Committee input will inform this objective
Experiences a delay in the Preserve User Survey due to
lead staff vacancy, delaying the Staff/Volunteer Survey
work, which sequentially follows the “public-facing”
survey.
Explore opportunities for
closing gaps of concern;
determine if we are offering
what diverse communities
would like to experience as
visitors, and provide as
volunteers and docents.
Preserve Use Survey: better
understand preserve users and
preserve satisfaction.
Not yet begun due to delay in Preserve User Survey
work
This item sequentially follow the prior two items.
Evaluation of gaps will be discussed with the Legislative,
Finance, and Public Affairs Committee.
Goal 4: Expand existing partnerships and enter into new, non-traditional partnerships to complete projects and improve
programs that serve a diverse community.
Objective Related Action Plan Project
and Purpose Status
Define the District’s role in
completing Cooley Landing
Park and in ensuring the
success of the Cooley
Landing Education Center.
Cooley Landing Interpretive
Facilities Design and
Implementation: continue
working in partnership with
East Palo Alto on Cooley
Landing Interpretive Facilities
and Infrastructure.
Completed
•On March 22, the Board approved Measure AA funding
assistance to complete select remaining park amenities,
and also fund and manage the development of a
business/operating plan with City involvement
•The Board approved an amendment to the Partnership
Agreement formalizing the commitments on Aug 9.
Provide input on the Visitors
Services Department’s
Volunteer and Docent
Programs to emphasize a
volunteer and docent program
delivery model that can best
develop non-traditional
partnerships and serve a
diverse community, including
the potential to create a local
conservation corps
Docent and Volunteer Programs
Evaluation: evaluate and
restructure, if needed, Docent
and Volunteer programs to
optimize service delivery to
customers and enhance public
outreach.
Partnership Development with
Volunteer Groups: increase
partnerships with local
volunteer organizations to
provide increased District
stewardship opportunities.
Completed
•On March 8, the Committee provided input and
guidance on the scope and general approach of the
Volunteer and Docent Program Study.
•Given recent public input, additional work is needed to
better understand concerns and refine/revise the draft
recommendations.