Page 15 - scvwa010918
P. 15

RESOLUTION NO.



                                       RESOLUTION OF THE BOARD OF DIRECTORS
                                    OF THE SANTA CLARITA VALLEY WATER AGENCY
                              APPROVING CERTAIN PORTIONS OF AN OFFICIAL STATEMENT
                                       IN CONNECTION WITH BONDS TO BE ISSUED
                           BY THE UPPER SANTA CLARA VALLEY JOINT POWERS AUTHORITY
                          AND CONFIRMING CERTAIN POLICIES AND PROCEDURES APPLICABLE
                                    TO THE SANTA CLARITA VALLEY WATER AGENCY



                  WHEREAS, pursuant to Senate Bill 634 (“SB634”) the Castaic Lake Water Agency (the
                  “CLWA”) and Newhall County Water District, were reorganized effective January 1, 2018 as the
                  newly created Santa Clarita Valley Water Agency (the “Agency”); and

                  WHEREAS, pursuant to SB634, Agency is the successor to CLWA and NCWD for, among other
                  matters, all duties, obligations and responsibilities of CLWA and NCWD; and


                  WHEREAS, pursuant to Section 4(j) of SB634, SCVWA has until January 31, 2018 to finalize a
                  plan of dissolution for the Valencia Water Company (“VWC”), 100% of the common stock of
                  which was owned by the former CLWA and is now owned by the Agency, as the successor to
                  CLWA and NCWD; and

                  WHEREAS, on December 28, 2017, the Board of Directors of VWC approved a plan of
                  dissolution of VWC and in connection with such dissolution, certain notes previously issued by
                  VWC (the “VWC Notes”) will be required to be refinanced; and

                  WHEREAS, in order to meet the statutory time frame set forth in SB634, the Board of Directors
                  of the former CLWA previously approved documents to refinance the VWC Notes in advance of
                  the effective date of SB634; and

                  WHEREAS, the Agency, as the successor to CLWA and NCWD, has determined to proceed
                  with such refinancing and to approve information to be included in an official statement to be
                  used in connection therewith;

                  WHEREAS, to comply with applicable laws of the State of California (the “State”) and federal
                  securities laws, the Agency desires to confirm that certain policies and procedures of the former
                  CLWA as described herein, shall be the policies and procedures of the Agency; and

                  NOW, THEREFORE, the Board of Directors of the Santa Clarita Valley Water Agency hereby
                  finds, determines, declares and resolves as follows:

                        SECTION 1.  The preparation and distribution of Appendices A through E of the
                  Preliminary Official Statement (the “Agency Portion”), in substantially the form on file with the
                  Secretary of the Board, is hereby approved, subject to final approval as to form by General
                  Counsel and Stradling Yocca Carlson & Rauth, a Professional Corporation, as bond counsel
                  (“Bond Counsel”).  The General Manager is hereby authorized to sign a certificate pursuant to
                  Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 relating to the Agency
                  Portion of the Preliminary Official Statement; provided however that the General Manager shall
                  sign such certificate only if VWC has delivered to the Agency, a certificate to the effect that







                                                                                                                     19
   10   11   12   13   14   15   16