Reso 1313 11/2008RESOLUTION NO. 1313
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
VALLECITOS WATER DISTRICT ACCEPTING A LOAN AS EVIDENCED
BY THE EXECUTION AND DELIVERY OF A PROMISSORY NOTE IN
THE PRINCIPAL AMOUNT OF $8,000,000, AND AUTHORIZING THE
EXECUTION OF DOCUMENTS AND ACTIONS RELATED THERETO
(Water and Wastewater Enterprise
2008 Promissory Note)
WHEREAS, this Board desires to finance the District's share of certain design
and construction costs related to the expansion of the Encina Wastewater Facilities (the
"Project");
WHEREAS, in order to finance the Project, the District desires to borrow
$8,000,000 by obtaining a bank loan;
WHEREAS, Union Bank of California, N.A. (the "Bank") has agreed to make
such a loan, the loan to be evidenced by a promissory note to be executed and
delivered by the District;
WHEREAS, in furtherance of the execution and delivery of the note, there has
been submitted to this Board, for its consideration and approval, a form of the following:
(a) the loan agreement (the "Loan Agreement"), attached to which is
the form of the promissory note (the "2008 Note"); and
(b) an Alternative Dispute Resolution Agreement;
WHEREAS, all acts, conditions and things required by the laws of the State of
California to exist, to have happened and to have been performed precedent to and in
connection with the consummation of the financing authorized hereby do exist, have
happened and have been performed in regular and due time, form and manner as
required by law, and the District is now duly authorized and empowered, pursuant to
each and every requirement of law, to consummate the financing for the purposes, in
the manner, and upon the terms herein provided;
WHEREAS, each of the documents which is now before this Board is in
appropriate form and is an appropriate document to be executed and delivered for the
purpose intended;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the
Vallecitos Water District, as follows:
Section 1. The above recitals are true and correct and this Board so finds.
Section 2. The form and substance of the Loan Agreement, including the 2008
Note attached thereto, and the Alternative Dispute Resolution Agreement, are
approved. The President or Secretary of this Board, the General Manager, the Assistant
Resolution No. 1313 Page 2
General Manager and Director of Finance, and such other officers of the District as the
General Manager may designate, are each referred to herein as an "Authorized Officer",
and any one of them is authorized and directed, for and in the name of the District, to
execute and deliver the Loan Agreement, the 2008 Note, and the Alternative Dispute
Resolution Agreement in the forms submitted to this Board, with such changes,
insertions and omissions as the Authorized Officer executing the same may require or
approve, such requirement or approval to be conclusively evidenced by the execution
thereof by such Authorized Officer; provided that such changes, insertions and
omissions shall not authorize a principal amount to be borrowed under the Loan
Agreement in excess of $8,000,000 or a maturity of the 2008 Note beyond 2028.
Section 3. Sidley Austin LLP has been retained as bond counsel to the District
in conjunction with the 2008 Note. Its letter, dated October 24, 2008, heretofore
submitted to the Board, governing its engagement by the District, is approved. The
Board authorizes the Director of Finance to approve a fee for the services to be
provided in conjunction with the execution and delivery thereof, such fee, with
disbursements, to be paid as a cost of issuance of the 2008 Note.
Section 4. Any Authorized Officer is authorized and directed to execute and
deliver any and all documents and to do and cause to be done any and all acts
necessary or proper for carrying out the execution and delivery of the 2008 Note and
the transactions contemplated by this Resolution and the documents herein approved.
Section 5. All actions heretofore taken by any Authorized Officers with respect
to the execution and delivery of the 2008 Note, or in connection with or related to any of
the agreements referenced herein, are approved, confirmed and ratified.
PASSED, APPROVED AND ADOPTED by the Board of Directors of the
Vallecitos Water District at a regular meeting held on this 5th day of November, 2008,
by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
FERGUSON, GENTRY, HANNAN, POLTL, SHELL
William W. Rucker, Secretary
Board of Directors
Vallecitos Water District
Timothy M. Shell, President
Board of Directors
Vallecitos Water District
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STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
ss
I, William W. Rucker, Secretary of the Board of Directors of the Vallecitos Water
District, hereby certify that the foregoing is a full, true and correct copy of Resolution
No. 1313 duly adopted at a regular meeting of the Board of Directors duly and regularly
held at the regular meeting place thereof on November 5, 2008, of which meeting all of
the members of the Board of Directors had due notice and at which a majority thereof
were present; and that at the meeting Resolution No. 1313 was adopted by the
following roll call vote:
AYES: FERGUSON, GENTRY, HANNAN, POLTL, SHELL
NOES:
ABSENT:
ABSTAIN:
An agenda of the meeting was posted at least 72 hours before the meeting at
201 Vallecitos de Oro, San Marcos, California, a location freely accessible to members
of the public, and a brief general description of the Resolution appeared on the agenda.
I further certify that I have carefully compared the same with the original minutes
of the meeting on file and of record in my office; that the foregoing Resolution is a full,
true and correct copy of the original Resolution adopted at the meeting and entered in
the minutes; and that the Resolution has not been amended, modified or rescinded
since the date of its adoption, and the same is now in full force and effect.
Dated: November 5, 2008
William W. Rucker, Secretary
Board of Directors
Vallecitos Water District
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