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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
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