Reso 1023-12/1996 RESOLUTION NO. 1023
RESOLUTION OF THE VALLECITOS WATER DISTRICT
BOARD OF DIRECTORS CONSENTING TO THE
REFINANCING BY THE ENCINA FINANCING JOINT
- POWERS AUTHORITY (EFJPA) OF ITS WASTEWATER
REVENUE BONDS 1989 SERIES A AND RELATED AGREEMENTS
WHEREAS, the Encina Water Pollution Control Facility CEWPCF") is owned by the
City of Carlsbad, the City of Vista, the Buena Sanitation District, the Leucadia County Water District,
the City of Enc'mitas, as successor to the Encinitas Sanitary District and Vallecitos Water District (the
"Member Agencies"), pursuant to a revised establishment document for the Encina Wastewater
Authority, as amended (the "Master JPA"); and
WHEREAS, the Member Agencies have previously agreed to an expansion of the
EWPCF to increase its wastewater treatment capacity and to make other needed improvements,
pursuant to the 391h Supplement to the Master IPA (the "39th Supplement") and the 43rd
Supplement to the Master JPA (the "43rd Supplement") (collectively, the "Expansion Project"); and
WHEREAS, the Cities of Carlsbad and Vista, the Buena Sanitation District and the
Leucadia County Water District (the "Participants") have previously formed the Encina Financing
Joint Powers Authority (the "Authority") for the purpose of financing the Participants' share of the
Expansion Project cost, current expansion of capacity of and other improvements to the EWPCF; and
WHEREAS, the financing structure of the Expansion Project involved a conveyance
and assignment of the Participants' Agreement dated as of June 1, 1989, by and among the
Participants and the Authority, which a concurrent repurchase of the capacity by the Participants
pursuant to the Installment Purchase Agreement described below; and
WHEREAS, the Authority entered into Installment Purchase Agreements dated as of
June 1, 1989, by and among the Authority, as seller, and each of the Participants, as purchasers (the
"Installment Purchase Agreements"), which provided for the purchase on an installment purchase
basis by the Participants of their respective shares in the Expansion Project; and
WHEREAS, the Authority assigned the payments obtained from the Installment
Purchase Agreements to a trust estate, created pursuant to an Indenture of Trust dated as of June 1,
1989, by and among the Participants and State Street Bank and Trust Company of California (the
"Indenture"); and
WHEREAS, the Authority issued its Wastewater Revenue Bonds (Phase IV
Expansion Project) 1989 Series A (the "1989 Bonds") secured by the payments to be made by the
Participants under the Installment Purchase Agreements to raise money to pay for the acquisition and
construction of the Participants' respective shares of the Expansion Project and other related
expenses; and
WHEREAS, the City of Cadsbad and the Leucadia County Water District have
determined it is in their best interest to refinance their obligations related to the 1989 Bonds, and for
Resolution No. 1023
Page 2
the Authority to issue refunding bonds (the "1996 Bonds") for such Participants on substantially
similar terms to those applicable to the 1989 Bonds; and
WHEREAS, the Bonds will be issued and secured as provided in the Indenture; and
WHEREAS, each of the Member Agencies have been presented with copies of the
basic form of agreements and documents discussed above.
NOW, THEREFORE, the Vallecitos Water District Board of Directors does find,
determine and resolve as follows:
SECTION 1. The reassignment of each Participant's financed share of
capacity in the Expansion Project pursuant to the basic terms of the forms of Amended and Restated
Installment Purchase Agreement and Amended and Restated Assignment Agreement and the actions
contemplated thereby be, and in all respects the same hereby are, consented to and approved, but only
to the extent required by the Master JPA and any collateral agreements or requirements.
SECTION 2. This resolution is limited to not imposing any objection to the
financing scheme undertaken by the Participants or acceptance of liability arising from the financing
by or on behalf of any of the Participants.
SECTION 3. The Secretary is hereby authorized to furnish a certified coy of
this resolution to the Authority.
PASSED, APPROVED AND ADOPTED by the Vallecitos Water District Board of
Directors this 18th day of December, 1996, by the following roll call vote:
Ayes: Cruz, Davy, Ferguson, Mason
Noes:
Absent: Gregoryk ~E.fF/~d
Abstain: ~
argare ent
Board of Directors
Vallecitos Water District
ATTEST:
William W. Rucker, Secretary
Board of Directors
Vallecitos Water District