Reso 1635 03/2023RESOLUTION NO. 1635
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
VALLECITOS WATER DISTRICT AUTHORIZING THE EXECUTION OF A FIRST
AMENDMENT TO AN EXISTING SUBORDINATED LOAN AGREEMENT AND A
REPLACEMENT NOTE AND THE TAKING OF CERTAIN RELATED ACTIONS
WHEREAS, the Vallecitos Water District, a county water district duly organized
and existing under and by virtue of the laws of the State of California (the "District"), and
MUFG Union Bank, N.A. (f/k/a Union Bank of California, N.A.) (the "Bank") entered into
the Subordinated Loan Agreement, dated as of November 1, 2008 (the "Existing
Subordinated Loan Agreement") and in connection therewith executed and delivered a
promissory note (the "Existing Note"); and
WHEREAS, the District has determined that it is in the best interest of the District
to authorize the execution and delivery of a First Amendment to the Existing
Subordinated Loan Agreement (the "First Amendment to Subordinated Loan
Agreement") and an Amended and Restated Promissory Note (the "Replacement
Note"), which will replace the Existing Note; and
NOW THEREFORE BE IT RESOLVED, by the Board of Directors of the
Vallecitos Water District as follows:
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 form of the First Amendment to Subordinated Loan Agreement,
by and between the District and the Bank, on file with the Secretary of the Board, is
approved. The President of the Board of Directors, the General Manager, the Assistant
General Manager or Chief Financial Officer (each an "Authorized Officer," and
collectively, the "Authorized Officers"), and such other officers of the District as the
General Manager may designate on behalf of the District, are authorized and directed to
execute and deliver the First Amendment to Subordinated Loan 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 3: The form of the Replacement Note, on file with the Secretary of the
Board as an Exhibit to the form of the First Amendment to the Subordinated Loan
Agreement, is approved. The Authorized Officers are authorized and directed to
execute and deliver the Replacement Note, 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.
Resolution No. 1635 Page 2
SECTION 4: The Board of Directors of the Vallecitos Water District
acknowledges that the good faith estimates required by Section 5852.1 of the California
Government Code are disclosed in the staff report and are available to the public at the
meeting at which this Resolution is approved.
SECTION 5: The Authorized Officers and such other officers and staff of the PIN
District are authorized and directed, acting singly, to execute and deliver any and all
documents and instruments, and to do and cause to be done any and all acts and
things necessary or proper for carrying out the execution and delivery of the First
Amendment to Subordinated Loan Agreement, and this resolution.
SECTION 6: This Resolution shall take effect immediately.
SECTION 7: All actions heretofore taken by such officers with the authorization,
execution and delivery of the First Amendment to Subordinated Loan Agreement and
the Replacement Note are approved, ratified and confirmed.
PASSED AND ADOPTED by the Board of Directors of the Vallecitos Water
District at a regular meeting held on this 15th day of March, 2023, by the following roll
call vote:
AYES: BOYD-HODGSON, ELITHARP, GROSET, HERNANDEZ, PENNOCK
NOES:
ABSTAIN:
ABSENT:
"im Herna�'dz., resident
Board of Directors
Vallecitos Water District
ATTEST:
Glenn Pruim, Secretary
Board of Directors
Vallecitos Water District