HomeMy Public PortalAbout20141125 - Minutes - Board of Directors (BOD)
November 25, 2014
Board Meeting 14-33
*App roved by the Board of Directors on December 10, 2014
SPECIAL MEETING
BOARD OF DIRECTORS
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
BOARD OF DIRECTORS
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT
FINANCING AUTHORITY
Administrative Office
330 Distel Circle
Los Altos, CA 94022
November 25, 2014
APPROVED MINUTES*
SPECIAL MEETING - CLOSED SESSION
I. CALL TO ORDER
President Harris called the Special Meeting of the Midpeninsula Regional Open Space District
Board of Directors to order at 5:00 p.m.
ROLL CALL
Members Present: Jed Cyr, Nonette Hanko, Cecily Harris, Larry Hassett, Yoriko Kishimoto,
Curt Riffle, and Pete Siemens
Members Absent: None
Staff Present: General Manager Steve Abbors, General Counsel Sheryl Schaffner,
District Controller Mike Foster
III. CLOSED SESSION
CLOSED SESSION – CONFERENCE WITH LEGAL COUNSEL – POTENTIAL
LITIGATION (GOVERNMENT CODE SECTION 54956.9(d)(2))
One Case: Discuss with Legal Counsel the Securities and Exchange Commission’s
Municipal Continuing Disclosure Cooperation Initiative
IV. ADJOURNMENT
Meeting 14-33 Page 2
President Harris adjourned the Special Meeting of the Board of Directors of the Midpeninsula
Regional Open Space District at 5:56 p.m.
SPECIAL MEETING
I. CALL TO ORDER
President Harris called the Regular Meeting of the Midpeninsula Regional Open Space District
Board of Directors to order at 6:01 p.m.
II. ROLL CALL
Members Present: Jed Cyr, Nonette Hanko, Cecily Harris, Larry Hassett, Yoriko Kishimoto,
Curt Riffle, and Pete Siemens
Members Absent: None
Staff Present: General Manager Steve Abbors, Assistant General Manager Ana Ruiz,
Assistant General Manager Kevin Woodhouse, General Counsel Sheryl
Schaffner, District Controller Mike Foster, and District Clerk Jennifer
Woodworth
III. ORAL COMMUNICATIONS
No speakers present.
IV. ADOPTION OF AGENDA
Motion: Director Cyr moved, and Director Siemens seconded the motion to adopt the agenda.
VOTE: 7-0-0
V. CONSENT CALENDAR
1. Approve Minutes of the Special and Regular Board Meetings of November 12, 2014.
2. Approve the Claims Report
Motion: Director Riffle moved, and Director Kishimoto seconded the motion to approve the
Consent Calendar.
VOTE: 7-0-0
VI. BOARD BUSINESS
3. Fund Balance Policy and Initial Reserve Commitments (R-14-150)
District Controller Mike Foster provided a brief summary of the proposed Fund Balance Policy
including the various components of the District’s fund balance, specific reserved funds and
amounts, committed funds, assigned funds, unassigned funds, etc. Mr. Foster also described the
Meeting 14-33 Page 3
initial amounts for each of the reserve funds and minimum general fund balance. The amounts
may be reviewed annually as part of the annual budget process or more often if desired.
Director Kishimoto suggested altering the language for 2004 Bond Reserve Fund to read “Bond
Reserve Fund” and remove the minimum amount to avoid having to bring the policy back to the
Board of Directors to alter the amount.
Public hearing opened at 6:15 p.m.
No speakers present.
Public hearing closed at 6:15 p.m.
Motion: Director Kishimoto moved, and Director Siemens seconded the motion to approve the
proposed new District Fund Balance Policy, and approve initial amounts for committed reserves and
minimum general fund balance, as amended.
4. Resolution approving a Board Policy on Initial and Continuing Disclosures Relating
to Bond Issuances (R-14-149)
General Counsel Sheryl Schaffner presented the staff report summarizing the proposed policy
which will guide staff and the Board of Directors through bond disclosure requirements. Ms.
Schaffner explained the policy’s provision that the General Manager may amend the policy on a
temporary basis in order to meet legal requirements and that the policy will not take effect until
April 1, 2015.
Director Siemens suggested that the training required under the proposed policy be organized by
District staff to ensure training obligations are met by the District staff and Board members.
Public hearing opened at 6:29 p.m.
No speakers present.
Public hearing closed at 6:29 p.m.
Motion: Director Hanko moved, and Director Siemens seconded the motion to adopt a
Resolution of the Board of Directors of the Midpeninsula Regional Open Space District
approving a new Board Policy: “Initial and Continuing Disclosures Relating to Bond Issuances.”
At 6:30 p.m., the Board adjourned the special Board meeting of the Midpeninsula Regional Open
Space District Board of Directors and convened the Special Meeting of the Midpeninsula
Regional Open Space District Financing Authority, with Directors Hanko, Harris, Riffle and
Siemens present.
MIDPENINSULA REGIONAL OPEN SPACE DISTRICT FINANCING AUTHORITY
SPECIAL MEETING
I. ROLL CALL
Members Present: Nonette Hanko, Cecily Harris, Curt Riffle, and Pete Siemens
Meeting 14-33 Page 4
Members Absent: Joseph Simitian
Staff Present: Executive Director Steve Abbors, General Counsel Sheryl Schaffner,
Controller Mike Foster, and Secretary Jennifer Woodworth
II. ADOPTION OF AGENDA
Motion: Director Siemens moved, and Director Riffle seconded the motion to adopt the agenda.
VOTE: 4-0-0 (Director Simitian absent)
III. BOARD BUSINESS
1. Annual Financial Report of the Midpeninsula Regional Open Space District
Financing Authority (R-14-144)
District Controller Mike Foster presented the Annual Financial Report of the Midpeninsula
Regional Open Space District Financing Authority.
Public hearing opened at 6:34 p.m.
No speakers were present.
Public hearing closed at 6:34 p.m.
Motion: Director Riffle moved, and Director Siemens seconded the motion to accept the
Annual Financial Report of the Midpeninsula Regional Open Space District Financing Authority.
VOTE: 4-0-0 (Director Simitian absent)
2. Resolution Authorizing the Execution and Delivery of Documents in Connection
with the Refinancing of the 2004 Revenue Bonds (R-14-146)
District Controller Mike Foster presented the staff report summarizing the prepayment clause
included in the 2004 bond note. Substantial savings may be realized by refinancing the 2004
Revenue Bonds. If authorized by the Financing Authority and District Board of Directors, the
notes will be sold at the best financial advantage to the District.
Public hearing opened at 6:38 p.m.
No speakers present.
Public hearing closed at 6:38 p.m.
Motion: Director Hanko moved, and Director Siemens seconded the motion to adopt a
Resolution of the Board of Directors of the Midpeninsula Regional Open Space District
Financing Authority authorizing the execution and delivery of documents in connection with the
refinancing of the Authority’s outstanding 2004 Revenue Bonds, and approving related
documents and official actions.
Meeting 14-33 Page 5
VOTE: 4-0-0 (Director Simitian absent)
IV. ADJOURNMENT
Director Harris adjourned the meeting of the Board of Directors of the Midpeninsula Regional
Open Space District Financing Authority at 6:38 p.m.
REGULAR MEETING – OPEN SESSION (RECONVENED)
President Harris reconvened the Regular Meeting of the Midpeninsula Regional Open Space
District Board of Directors at 6:39 p.m. with Directors all directors present.
VII. BOARD BUSINESS
5. Resolution Approving Documents Relating to Issuance of 2014 Refunding
Promissory Notes (R-14-145)
District Controller Mike Foster presented the staff report and introduced Eileen Gallagher with
Stiefel who explained the process for selling the bonds and anticipated savings from reissuing the
2004 Revenue Bonds.
Public hearing opened at 6:46 p.m.
No speakers present.
Public hearing closed at 6:46 p.m.
Motion: Director Cyr moved, and Director Hanko seconded the motion to adopt a Resolution of
the Board of Directors of the Midpeninsula Regional Open Space District authorizing the
issuance of a series of Refunding Promissory Notes, approving an Official Statement, and
providing other matters properly related thereto.
VOTE: 7-0-0
VIII. COMMITTEE REPORTS
Director Kishimoto reported that the Action Plan and Budget Committee met twice recently to
receive the midyear budget, which will be going to the Board of Directors on December 17,
2014.
Director Harris reported that the ad hoc committee for the January Board retreat met to discuss
the agenda for that meeting.
Director Harris reported that the Board Appointee Evaluation Committee met and has requested
a closed session of the Board of Directors to discuss the appointee evaluations on December 10,
2014.
IX. STAFF REPORTS
Meeting 14-33 Page 6
No staff reports.
X. DIRECTOR REPORTS
The Board submitted their compensatory forms to the District Clerk.
XI. ADJOURNMENT TO CLOSED SESSION
President Harris reconvened the closed session at 6:56 p.m.
The Board returned to open session at 6:58 p.m.
General Counsel Sheryl Schaffner reported out of closed session:
“In closed session the board discussed the item listed on the agenda: the Securities and Exchange
Commission’s Municipal Continuing Disclosure Cooperation Initiative.
The Board directed and authorized the General Manager and General Counsel to continue its
review of the District’s compliance with the initiative, and to take any and all steps and to
execute any and all documents relating to the results of that review.”
XII. ADJOURNMENT
President Harris adjourned the Special Meeting of the Board of Directors of the Midpeninsula
Regional Open Space District at 7:00 p.m.
________________________________
Jennifer Woodworth, CMC
District Clerk