Reso 0852-06/1989 RESOLUTION NO. 852
RESOLUTION OF THE VALLECITOS WATER DISTRICT BOARD OF DIRECTORS
AUTHORIZING THE ENCINA FINANCING JOINT POWERS AUTHORITY (EFJPA)
TO ENTER INTO INSTALLMENT PURCHASE AGREEMENTS DATED AS OF JUNE 1, 1989
AND AUTHORIZE THE AUTHORITY TO ISSUE ITS WASTEWATER REVENUE BONDS
1989 SERIES A TO PAY FOR THE ACQUISITION AND CONSTRUCTION OF
THE PARTICIPANTS' RESPECTIVE SHARES OF THE PHASE IV EXPANSION
WHEREAS, the Encina Water Pollution Control Facility ("EWPCF") is
owned'by the City of Carlsbad, the City of Vista, the Buena Sanitation
District, the Leucadia County Water District, the Vallecitos Water District
and the Encinitas Sanitary District (the "Member Agencies"), pursuant to a
Joint Exercise of Powers Agreement dated July 13, 1961, as amended (the
"Master JPA"); and
WHEREAS, the Member Agencies have agreed to an expansion of the
EWPCF to increase its wastewater treatment capacity and to make other
needed improvements, pursuant to the 39th Supplement to the Master JPA (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
formed the Encina Financing Joint Powers Authority (the "Authority") for
the purpose of financing the Participants' share of the current expansion
of capacity of and other improvements to the EWPCF; and
WHEREAS, the Member Agencies that are not Participants, namely, the
Vallecitos Water District and the Encinitas Sanitary District, are
financing their share of the Expansion Project cost from other sources, and
the Leucadia County Water District is financing a portion of its share from
other sources; and
WHEREAS, the financing structure of the Expansion Project
contemplates 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 will enter 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 provide for the purchase on an installment purchase
basis by the Participants of their respective shares in the Expansion
Project as described in the 39th Supplement and the 43rd Supplement; and
WHEREAS, the Authority will assign 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 as trustee to be selected (the "Indenture"); and
WHEREAS, the Authority will issue its Wastewater Revenue Bonds
(Phase IV Expansion Project) 1989 Series A (the "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 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 assignment of each Participant~s financed share of
capacity in the Expansion Project pursuant to the basic terms of the forms
of Installment Purchase Agreement and 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 copy of this resolution to the Authority.
PASSED, APPROVED AND ADOPTED, by the Vallecitos Water District Board
of Directors this 5th day of June, 1989, by the following roll call vote:
AYES: DIRECTORS: Burton, Ferguson, Mason, Newport, Mahr
NOES: DIRECTORS: None
ABSTAIN: DIRECTORS: None
ABSENT: DIRECTORS: None
ATTEST;
WIL~IA~ W. RUCKER, SECRETARY
BOARD OF DIRECTORS
VA/LECITOS WATER DISTRICT