RESOLUTION NO. _____________

BOARD OF SUPERVISORS, COUNTY OF SAN MATEO, STATE OF CALIFORNIA ACTING AS THE GOVERNING BOARD OF THE TEN COUNTY SEWER MAINTENANCE/SANITATION DISTRICTS (DISTRICTS)

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RESOLUTION AUTHORIZING THE DIRECTOR OF PUBLIC WORKS TO SUBMIT A FINANCIAL ASSISTANCE APPLICATION TO THE STATE WATER RESOURCES CONTROL BOARD (SWRCB) FOR CLEAN WATER STATE REVOLVING FUNDS (CWSRF) TO FUND CONSTRUCTION OF IMPROVEMENTS TO THE SANITARY SEWER FACILITIES IN THE VARIOUS DISTRICTS, AND TO NEGOTIATE AND EXECUTE FINANCIAL ASSISTANCE AGREEMENT(S) FROM THE STATE WATER RESOURCES CONTROL BOARD AND ANY AMENDMENTS OR CHANGE ORDERS THERETO, AND CERTIFY FINANCING AGREEMENT DISBURSEMENTS ON BEHALF OF THE DISTRICTS.

RESOLVED, by the Board of Supervisors of the County of San Mateo, State of California, as the governing board of the County Sewer Maintenance/Sanitation Districts (the “Agency”), that the Director of Public Works is hereby authorized and directed to sign and file, for and on behalf of the Agency, a Financial Assistance Application for financing agreement(s) from the State Water Resources Control Board (State Water Board); for the planning, design, and construction of various sewer Capital Improvement Program projects; and

RESOLVED that the Agency hereby agrees and further does authorize the aforementioned representative or his/her designee to certify that the Agency has and will comply with all applicable state and federal statutory and regulatory requirements related to any financing or financial assistance received from the State Water Board; and

RESOLVED, that the Director of Public Works or his/her designee of the Agency is hereby authorized to negotiate and execute a financial assistance agreement from the State Water Board and any amendments or change orders thereto and certify financing agreement disbursements on behalf of the Agency; and

WHEREAS, the Agency desires to finance the costs of constructing and/or reconstructing certain public facilities and improvements relating to its wastewater system, including certain facilities, pipelines and other infrastructure (the "Project"); and

WHEREAS, the Agency intends to finance the construction and/or reconstruction of the Project or portions of the Project with moneys ("Project Funds") provided by the State of California, acting by and through the State Water Board; and

WHEREAS, the State Water Board may fund the Project Funds with proceeds from the sale of obligations the interest upon which is excluded from gross income for federal income tax purposes (the "Obligations"), and

WHEREAS, prior to either the issuance of the Obligations or the approval by the State Water Board of the Project Funds the Agency desires to incur certain capital expenditures (the "Expenditures") with respect to the Project from available moneys of the Agency; and

WHEREAS, the Agency has determined that those moneys to be advanced on and after the date hereof to pay the Expenditures are available only for a temporary period and it is necessary to reimburse the Agency for the Expenditures from the proceeds of the Obligations.

NOW THEREFORE, THE AGENCY DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS:

1.

The Agency hereby states its intention and reasonably expects to reimburse Expenditures paid prior to the issuance of the Obligations or the approval by the State Water Board of the Project Funds.

2.

The reasonably expected maximum principal amount of the Project Funds is $11,000,000.

3.

This resolution is being adopted no later than 60 days after the date on which the Agency will expend moneys for the portion of the Project costs to be reimbursed with Project Funds.

4.

Each Agency expenditure will be of a type properly chargeable to a capital account under general federal income tax principles.

5.

To the best of our knowledge, this Agency is not aware of the previous adoption of official intents by the Agency that have been made as a matter of course for the purpose of reimbursing expenditures and for which tax-exempt obligations have not been issued.

6.

This resolution is adopted as official intent of the Agency in order to comply with Treasury Regulation §1.150-2 and any other regulations of the Internal Revenue Service relating to the qualification for reimbursement of Project costs.

7.

All the recitals in this Resolution are true and correct and this Agency so finds, determines and represents.

8.

The Director of Public Works or his/her designee of the Agency is hereby authorized to negotiate and execute financial assistance agreement(s) from the State Water Resources Control Board and any amendments or change orders thereto and certify financing agreement disbursements on behalf of the Agency.

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