Reso 1409 12/2012RESOLUTION NO. 1409
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE VALLECITOS
WATER DISTRICT APPROVING AND AUTHORIZING THE EXECUTION OF
A SECOND SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT IN
CONNECTION WITH THE PURCHASE OF THE 2012 PROJECT, AND THE
EXECUTION OF DOCUMENTS AND ACTIONS RELATED THERETO
Water and Wastewater Enterprise — 2012 Contract
WHEREAS, this Board desires to acquire and construct certain additions, betterments,
extensions and improvements to its wastewater system (collectively, the "2012 Project ");
WHEREAS, the District and the Vallecitos Water District Financing Corporation (the
"Corporation ") have executed and entered into a Master Installment Purchase Contract, dated as
of June 15, 2005, as supplemented by a First Supplemental Installment Purchase Contract, also
dated as of .Tune 15, 2005 (as supplemented and further amended and supplemented from time to
time the "Master Contract "), for the acquisition from time to time of various additions,
betterments, extensions and improvements to the Water System and the Wastewater System
(collectively, the "Enterprise ") of the District;
WHEREAS, the District has assigned certain rights under the Master Contract to Union
Bank of California, N.A., as trustee (the "Trustee ") under the Trust Agreement, dated as of June
15, 2005, securing the Parity Obligations (as defined in the Master Contract), by and among the
District, the Corporation and the Trustee, as supplemented and amended by that certain First
Supplemental Trust Agreement, dated as of June 1, 2007;
WHEREAS, in order to finance the 2012 Project, the District desires to purchase the
2012 Project from the Corporation, and the Corporation desires to sell the 2012 Project to the
District, pursuant to a Master Installment Purchase Contract (tire "Master Installment Purchase
Contract ") and a Second Supplemental histallment Purchase Contract (the "Second
Supplemental Installment Purchase Contract ", and, collectively with the Master Installment
Purchase Contract, the "2012 Contract ");
WHEREAS, the Bard, of America, N.A. (the `Baal. "), in consideration of the assignment
of certain of the Corporation's rights wider and pursuant to the 2013 Contract to the Bank,
including payments thereunder, will provide financing for the 2012 Project in the amount of
$7,100,000 pursuant to the Bank's Terms and Conditions related thereto, dated October 2, 2012;
WHEREAS, the Corporation will assign without recourse those rights to the Bank;
WHEREAS, there has been submitted to this Board, for its consideration and approval, a
form of the Second Supplemental Installment Purchase Contract; and
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
Resolution No 1409 Page 2
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
such financing for the purposes, in the manner, and upon the terms herein provided;
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 Second Supplemental Installment Purchase
Contract is approved. The President or Secretary of this Board, the General Manager, the
Assistant General Manager and Finance Manager, 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 Second Supplemental Installment Purchase Contract in the form 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; however, such changes, insertions and omissions shall not
authorize a purchase price in excess of $7,100,000, and shall not result in the repayment of the
purchase price, with interest, over a term exceeding 10 years.
Section 3. This Board approves the assignment of the 2012 Contract to the Bank Any
Authorized Officer is authorized and directed, for and in the name of the District, to approve and
execute an assignment agreement with the Bank, as well as an inter- creditor agreement with the
Bank and the Trustee, 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.
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 of the Second Supplemental Installment Purchase Contract, time
transactions contemplated by this Resolution, and the documents herein approved, including the
approval of an assignment agreement from the Corporation to the Bank, in form acceptable to the
Barmk, assigning certain interests of the Corporation to the Bank.
Section 5. Sidley Austin LLP has been retained as bond counsel to the District in
conjunction with the 2012 Contract. Its letter, dated November 7, 2012, submitted to the Board
governing its engagement by the District, is approved. The Board authorizes the General
Manager to approve a fee for the services to be provided in conjunction with the 2012 Contract,
such fee, with disbursements, to be paid as a cost of the 2012 Contract.
Section 6. All actions heretofore taken by the officers and employees of the District
with respect to the execution of the Second Supplemental Installment Purchase Contract, or in
connection with or related to the transactions contemplated by this Resolution, or any of the
documents referenced herein, are approved, confirmed and ratified.
Resolution No 1409 Page 3
PASSED, APPROVED AND ADOPTED by the Board of Directors of the Vallecitos
Water District at a regular meeting held on this 5th day of December, 2012, by the following roll
call vote:
AYES: FERGUSON, HERNANDEZ, POLTL, SHELL, GENTRY
NOES:
ABSTAIN:
ABSENT:
G `
Darrell Gentry, President
Board of Directors
Vallecitos Water District
ATTEST:
6 t �- Z----
�
Dennis 0. Lamb, Secretary
Board of Directors
Vallecitos Water District