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Reso 1471 06/2015RESOLUTION NO. 1471 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE VALLECITOS WATER DISTRICT PROVIDING FOR THE ISSUANCE OF REFUNDING REVENUE BONDS, IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $57,000,000, THE DISTRIBUTION OF AN OFFICIAL STATEMENT FOR THE BONDS, AND AUTHORIZING THE EXECUTION OF CERTAIN RELATED DOCUMENTS AND THE TAKING OF CERTAIN RELATED ACTIONS Water and Wastewater Enterprise 2015 Refunding Revenue Bonds WHEREAS, this District and the Vallecitos Water District Financing Corporation (the "Corporation") entered into a Master Installment Purchase Contract (the "Master Contract"), dated as of June 15, 2005, as supplemented by the First Supplemental Installment Purchase Contract, dated as of June 15, 2005 (the "First Supplemental Contract" and collectively, with the Master Contract, the "2005 Contract"), whereby the Corporation agreed to assist the District by refinancing certain improvements to the District's Water System and by acquiring and constructing certain additions, betterments, extensions and improvements to the District's Water System and Wastewater System (the "Enterprise") described therein (collectively, the "2005 Project"), and by selling the 2005 Project to the District as provided therein; WHEREAS, under the First Supplemental Contract, the District agreed to make scheduled installment payments (the "2005 Installment Payments") to the Corporation for the purchase of the 2005 Project from the Corporation; WHEREAS, pursuant to a trust agreement dated as of June 15, 2005 among the District, the Corporation and MUFG Union Bank, N.A., as trustee (the "Trustee") (the "Original Trust Agreement"), the Corporation assigned to the Trustee, without recourse, certain of its rights under the 2005 Contract (including its right to receive the 2005 Installment Payments to be made by the District under the First Supplemental Contract); WHEREAS, in consideration of such assignment and the execution and entering into of the Original Trust Agreement, the Trustee executed and delivered certificates of participation (the "2005 Certificates") in an aggregate principal amount equal to the aggregate principal amount of the 2005 Installment Payments, each evidencing and representing a proportionate, undivided interest in the 2005 Installment Payments; WHEREAS, the 2005 Certificates, in the aggregate principal amount of $66,700,000, were executed and delivered as Auction Rate Certificates ("ARCs"); WHEREAS, the District did, pursuant to its Resolution No. 1285, adopted on June 6, 2007, adjust the interest rate on the 2005 Certificates to a Long -Term Interest Rate, and cause the 2005 Certificates to be remarketed as authorized by the Original Trust Agreement; Resolution No. 1471 Page 2 WHEREAS, this Board hereby determines that it would be in the best interest of the District to refinance its obligations under the 2005 Contract, as amended, and thereby cause the prepayment of all or a portion of the 2005 Certificates; WHEREAS, this Board is authorized, and hereby determines to issue refunding revenue bonds (the "2015 Refunding Bonds") pursuant to the California County Water District Law (commencing at California Water Code Section 30,000) 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, the "Law") to refinance its obligations under the 2005 Contract, as amended, and thereby to prepay all or a portion of the 2005 Certificates; WHEREAS, in furtherance of the refinancing this Board desires to authorize the execution and delivery of a Bond Purchase Contract (the "Purchase Contract"), the form of which is on file with the Secretary of the Board, pursuant to which Citigroup Global Markets Inc. (the "Underwriter") will purchase the 2015 Refunding Bonds; WHEREAS, this Board also desires to authorize the execution and delivery of an Escrow Agreement (the "Escrow Agreement"), the form of which is on file with the Secretary of the Board, pursuant to which the District will deposit a portion of the proceeds of the 2015 Refunding Bonds in trust for the prepayment of all or a portion of the 2005 Contract, as amended, and thereby the prepayment of all or a portion of the 2005 Certificates; WHEREAS, Fieldman, Rolapp & Associates, will serve as financial advisor to the District, and, in that capacity, will solicit bond insurance companies for commitments with respect to surety bonds for funding the reserve requirement with respect to the 2015 Refunding Bonds; WHEREAS, a form of Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") is on file with the Secretary of the Board; WHEREAS, a form of Preliminary Official Statement describing the Bonds is on file with the Secretary of the Board; WHEREAS, Sidley Austin, LLP will serve as Bond Counsel to the District, and Stradling Yocca Carlson & Rauth will serve as Disclosure Counsel to the District; WHEREAS, this Board has been presented with the form of each document hereinafter referred to relating to the Bonds, and the Board has examined each document and desires to authorize and direct the execution and delivery thereof and the consummation of the refinancing; 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 Board of Directors of the Vallecitos Water District, as follows: 2 Resolution No. 1471 Page 3 Section 1. The District hereby 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. The District hereby authorizes the issuance and sale, by negotiated sale, of not to exceed $57,000,000 aggregate principal amount of 2015 Refunding Bonds. The 2015 Refunding Bonds may be issued in one or more series or subseries and shall be designated the "Vallecitos Water District Water and Wastewater Enterprise 2015 Refunding Revenue Bonds", with such additional designations as the President or Secretary of the Board, the General Manager or the Assistant General Manager, and such other officers of the District as the General Manager may designate, each referred to herein as an "Authorized Officer", may deem necessary or desirable. Section 3. The form of the Indenture of Trust and the First Supplement thereto, by and between the District and MUFG Union Bank, N.A., as Trustee (the "Trustee"), on file with the Secretary of the Board, are approved. Any Authorized Officer, on behalf of the District, is authorized and directed to execute and deliver the Indenture and First Supplement thereto, in substantially such form, with changes therein as an Authorized Officer may require or approve, the approval to be conclusively evidenced by the execution and delivery thereof. Section 4. The form of the Purchase Contract by and between the Underwriter and the District is approved. Any Authorized Officer, on behalf of the District, is authorized and directed to execute and deliver the Purchase Contract in substantially such form, with changes therein as an Authorized Officer may require or approve, the approval to be conclusively evidenced by the execution and delivery thereof, and, pursuant thereto, to sell the 2015 Refunding Bonds to the Underwriter for the purchase price set forth in the Purchase Contract, provided that the price shall be not less than the principal amount of the 2015 Refunding Bonds less an underwriting discount of not exceeding .134% (exclusive of any original issue discount or premium), the 2015 Refunding Bonds shall not mature later than July 1, 2035, and the true interest cost of the 2015 Refunding Bonds shall not exceed 3.65%. Section 5. (a) The form and substance of the Preliminary Official Statement related to the sale of the 2015 Refunding Bonds is approved. Any Authorized Officer is authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, by appropriate insertions, or otherwise as appropriate, provided that such corrections or additions shall be regarded by such Authorized Officer as necessary to cause the information contained therein to conform to facts material to the 2015 Refunding Bonds or to the proceedings of this Board related thereto, or that such corrections or additions are in form rather than in substance (b) This Board finds and determines that the Preliminary Official Statement in preliminary form is, and as of its date shall be deemed "final" for purpose of Rule 15c(2)-12 of the Securities and Exchange Commission (the "Rule"), and any Authorized Officer is authorized to execute a certificate to such effect in the customary form. (c) Any Authorized Officer is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the 3 Resolution No. 1471 Page 4 "Official Statement"), and, if required by the Underwriter, to execute a statement that the facts contained in the final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the 2015 Refunding Bonds, true and correct in all material respects and that the final Official Statement did not, on the date of sale of the 2015 Refunding Bonds, and does not, as of the date of delivery of the 2015 Refunding Bonds, contain any untrue statement of a material fact with respect to the District or omit to state material facts with respect to the District required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The execution and delivery by the District of the final Official Statement, which shall include such changes and additions thereto deemed advisable by an Authorized Officer and information that was permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the District. (d) The Official Statement shall be executed by either the President of this Board or the General Manager, either of whom is authorized and directed to execute the Official Statement on behalf of the District. (e) The Underwriter is authorized to distribute the Preliminary Official Statement and the final Official Statement to be derived therefrom in connection with sale and distribution of the 2005 Certificates. Section 6. The form of the Escrow Agreement by and between the District and MUFG Union Bank, N.A., as Escrow Agent, is approved. Any Authorized Officer, on behalf of the District, is authorized and directed to execute and deliver the Escrow Agreement in substantially such form, with changes therein as an Authorized Officer may require or approve, the approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The form of the Continuing Disclosure Agreement by and between the District and the dissemination agent is approved. Any Authorized Officer, on behalf of the District, is authorized and directed to execute and deliver the Continuing Disclosure Agreement in substantially such form, with changes therein as an Authorized Officer may require or approve, the approval to be conclusively evidenced by the execution and delivery thereof. Section 8. Any Authorized Officer, on behalf of the District upon a determination that the best interests of the District will be served, is authorized to accept a commitment from a bond insurance company to issue a commitment to issue a debt service reserve surety bond with respect to any reserve requirement for the 2015 Refunding Bonds, and to execute and deliver the documents required with respect thereto. Section 9. The Authorized Officers are 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 authorized by this Resolution, and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Any Authorized Officer and any other officers of the District, on behalf of the District, are each authorized and directed to execute and deliver any and all certificates and representations, including but not limited to signature certificates, no - litigation certificates, tax and rebate certificates, a letter of representations to The Depository al Resolution No. 1471 Trust Company, and certificates concerning the contents of the Official Statement distributed in connection with the sale of the 2015 Refunding Bonds, necessary and desirable to accomplish the transactions authorized by this Resolution. Section 10. All actions heretofore taken by such officers with respect to the sale, execution and delivery of the 2015 Refunding Bonds are approved and confirmed. PASSED, APPROVED AND ADOPTED by the Board of Directors of the Vallecitos Water District at a regular meeting held on this 3rd day of June, 2015, by the following roll call vote: AYES: HERNANDEZ, MARTIN, SANNELLA, EVANS NOES: ABSTAIN: ABSENT: ELITHARP ATTEST: (;5 G�: Dennis O. Lamb, Secretary Board of Directors Vallecitos Water District 5 Betty vans, President Board of Directors Vallecitos Water District STATE OF CALIFORNIA ss COUNTY OF SAN DIEGO I, Dennis O. Lamb, Secretary of the Board of Directors of the Vallecitos Water District, certify that the foregoing is a full, true and correct copy of Resolution No. 1471 duly adopted at a regular meeting of the Board of Directors duly and regularly held at the regular meeting place thereof on June 3, 2015, 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 the Resolution was adopted by the following roll call vote: AYES: BOARD MEMBERS: HERNANDEZ, MARTIN, SANNELLA, EVANS NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: ELITHARP ABSTAIN: BOARD MEMBERS: 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: June 4, 2015 Dennis O. Lamb, Secretary Board of Directors Vallecitos Water District