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09-15-2015 - Successor Agency Treasurers Report for the Month - Item No. SA1 (2).pdfCity of West Covina Memorandum AGENDA ITEM NO. SA1 DATE September 15, 2015 TO: Chair and Board Members of the Successor Agency FROM: Tom Mauk Interim Executive Director BY: Christa Buhagiar Finance Director SUBJECT: SUCCESSOR AGENCY TREASURER'S REPORT FOR THE MONTH ENDED JULY 31, 2015 RECOMMENDATION: It is recommended the City Council, acting as the Successor Agency to the former West Covina Redevelopment Agency, receive and file this report. DISCUSSION: The Investment Policy of the City of West Covina also applies to the Successor Agency to the former West Covina Redevelopment Agency. In accordance with Section XVI of the City of West Covina Fiscal Year 2015-16 Statement of Investment Policy, a Treasurer's Report for the month ended July 31, 2015, is hereby submitted to the Successor Agency. It also includes cash held by trustees for all bond issues and cash in the various Successor Agency bank accounts, as well as reporting on compliance with the City's Investment Policy and providing a statement of the ability to meet budgeted expenditure needs for the following six months. The City's portfolio previously included the Community Facilities District (CFD) checking and LAIF accounts. The CFD was originally created by the Redevelopment Agency; therefore, the CFD checking, LACIP and bond accounts have now been included in the Successor Agency's Treasurer's Report. This resulted in an adjustment to the beginning balance of the Successor Agency's Treasurers report of $6,939,274.55 in cash and investments and $5,042,650.40 in the bond accounts. After the adjustment, the Successor Agency's portfolio increased by $157,618.67 from $15,171,300.95 on June 30, 2015, to $15,328,919.62 on July 31, 2015. The Successor Agency's surplus funds are in investment pools with the State of California Local Agency Investment Pool (LAIF) and the Los Angeles County Investment Pool (LACIP). These funds are completely liquid, as the City can withdraw them at any time. Approximately 86 percent of the portfolio is .. AUtli Nicole Lugoto Accounting Manager on deposit in LACIP and the remaining small amount of available cash is on deposit in the checking account and LAIR The Bond Detail Report includes Fiscal Agent investments of Successor Agency cash which is being held to service various issues of bonded debt. Prepared by: Reviewed by: anager West Covina Successor Agency Treasurer's Report July 31, 2015 Investment Portfolio Book Value Market Value % of Portfolio Bank Accounts 2,190,559 $ 2,190,559 14.3% State Local Agency Investment Fund (LAIF) 2,042 2,043 0.0% Los Angeles County Pool (LACIP) 13,136,319 13,136,319 85.7% Total Cash and Investments 15,328,920 $ 15,328,921 100.0% Blended Yield 0.730% Benchmarks: LAIF 0.320% LACIP 0.730% 6mo U.S. Treasury 0.140% 2yr U.S. Treasury 0.670% 5yr U.S. Treasury 1.540% Restricted Funds with Fiscal Agent 1998 Housing Set-Aside Tax Allocation Bonds Series A & B 1998 Housing Set-Aside Tax Allocation Bonds Series A & B 1999 Taxable Variable Rate Demand Tax Allocation Bonds 2001 Housing Set-Aside Tax Allocation Revenue Bonds 2002 Taxable Variable Rate Lease Revenue Refunding Bonds 1996 Special Tax Refunding Bonds Total Restricted Funds Market Value Book Value 397,024 $ 397,024 560,815 560,815 1 800,355 779,488 996,562 996,562 5,042,650 5,042,650 7,797,407 $ 7,776,541 I hereby certify that the investments are in compliance with the investment policy adopted by the City Council in July 2015. The investment portfolio provides sufficient cash flow liquidity to meet estimated expenditures for the next six months. This report meets the requirements of Government Code Section 53646. PREPARED BY: APPROVED BY: Christa Buhagiar, Finance Director West Covina Successor Agency Investment Portfolio Activity July 31, 2015 June 30. 2015 Deposits Withdrawals July 31, 2015 Checking Accounts Wells Fargo Checking Account Wells Fargo Checking - C.F.D. Subtotal Other investments $ 4,643,142.12 $ 1,479,000.00 $ 4,483,327.30 $ 1,638,814.82 399,421.32 1,633,600,00 1,481,277.45 551,743.87 $ 5,042,563.44 $ 3,112,600.00 $ 5,964,604.75 $ 2,190,558.69 Local Agency Investment Fund (LAIF) Los Angeles County Pool (LACIP) Los Angeles County Pool (LACIP) - C.F.D. Subtotal 2,040.87 3,586,843.41 6,539,853.23 $ 10,128,737.51 1.44 $ 5,242.47 3,004,379.51 $ 3,009,623.42 $ 2,042.31 3,592,085.88 9,544,232.74 $ 13,138,360.93 Total Successor Agency $ 15,171,300.95 $ 6,122,223.42 $ 5,964,604.75 $ 15,328,919.62 In June 2015, the Successor Agency received funds from the DOF-approved ROPS for the July to December 2015 period which will provide sufficient cash flow liquidly to meet estimated expenditures from July to December 2015. West Covina Successor Agency Investment Portfolio Detail July 31, 2015 Issuer/Security Local Agency Investment Fund LAIF - Successor Agency Local Agency Investment Fund Subtotal Maturity Book Market Date Yield Value Value N/A 0.32% $ 2,042 $ 2,043 2,042 2,043 Los Angeles County Investment Pool LACIP - Successor Agency LACIP - CFD Los Angeles County Investment Pool Subtotal N/A 0.73% N/A 0.73% 3,592,086 9,544,233 13,136,319 3,592,086 9,544,233 13,136,319 Portfolio Total and Averages $ 13,138,361 $ 13,138,362 0.03 344,290.00 101,650.00 114,680.87 194.59 $ 560,815.49 0.03 344,290.00 101,650.00 114,680.87 194.59 $ 560,815.49 West Covina Successor Agency Bond Detail Report July 31, 2015 Bond / Investment / Issuer / Account Maturity Date Rate Market Value* Original Cost 1988 Lease Revenue Refunding Bonds (The Lakes Public Parking Project) Federated Treasury Obligations Federated Investors Co Reserve 8/1/2018 Original LOC #NZS671159 I CUSIP #S86714370 Wells Fargo L/C Fund 8/1/2018 $ 396,630.70 $ 396,630.70 392.90 392.90 $ 397,023.60 $ 397,023.60 1998 Housing Set-Aside Tax Allocation Bonds Series A & Taxable Series B (Executive Lodget Project) First American Trees Oblig Cl d Corp Trust First American Funds, Inc. Bond 9/1/2025 Reserve Series A 9/1/2025 Reserve Series B 9/1/2025 Project Fund Series B 9/1/2025 Principal Account 9/1/2025 1999 Taxable Variable Rate Demand Tax Allocation Bonds First American Trees Oblig CI d Corp Trust First American Funds, Inc Revenue Fund 11/1/2029 Cash L/C Fund 11/1/2029 2001 Housing Set-Aside Tax Allocation Revenue Bonds First American Trees Oblig Cl d Corp Trust First American Funds, Inc. Reserve Account 9/1/2031 Project Fund 9/1/2031 FNMA DISCOUNT NOTE U.S. Treas & Agency Reserve Account 9/1/2031 1.00 1.00 336.88 $ 336.88 50.43 50.43 5.21% 799,968.00 779,100.62 $ 800,355.31 $ 779,487.93 2002 Taxable Variable Rate Lease Revenue Refunding Bonds (Public Facilities Project) First American Trees OblIg Cl d Corp Trust First American Funds, Inc. Special Fund 9/1/2035 29.76 $ 29.76 Reserve Fund 9/1/2035 996,532.50 996,532.50 $ 996,562.26 $ 996,562.26 Community Facility District No. 1989-1 (Fashion Plaza) 1996 Special Tax Refunding Bonds Guaranteed Investment Contract Westdeutsche Landesbank Girozentrale Reserve Fund 9/1/2022 First American Treas Oblig CI d Corp Trust First American Funds, Inc. Rebate Reserve Fund 9/1/2022 7.01% $ 5,002,670.40 $ 5,002,670.40 39,980.00 39,980.00 $ 5,042,650.40 $ 5,042,650.40 GRAND TOTAL $ 7,797,407.06 $ 7,776,540.68 *Market valuations have been provided by BNY Western Trust Company and U.S. Bank City of West Covina Memorandum AGENDA ITEM NO SA2 DATE September 15, 2015 TO: Successor Agency Board Members FROM: Torn Mauk Interim Executive Director BY: Christa Buhagiar Finance Director SUBJECT: APPROVAL AND TRANSMITTAL OF AN ADMINISTRATIVE BUDGET FOR THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY AND A RECOGNIZED OBLIGATION PAYMENT SCHEDULE "ROPS" PURSUANT TO AB1X 26 FOR THE PERIOD OF JANUARY 1, 2016 THROUGH JUNE 30, 2016 RECOMMENDATION: It is recommended that the City Council, acting as the Successor Agency to the former West Covina Redevelopment Agency, adopt the following resolution: RESOLUTION NO. 2015-68 — A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, ACTING AS SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY, APPROVING AND AUTHORIZING THE TRANSMITTAL OF AN ADMINISTRATIVE BUDGET FOR THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY AND A RECOGNIZED OBLIGATION PAYMENT SCHEDULE "ROPS" FOR THE PERIOD JANUARY 1, 2016 THROUGH JUNE 30, 2016, PURSUANT TO ASSEMBLY BILL 1X 26 (AB1X 26) DISCUSSION: The Successor Agency is required to file a Recognized Obligation Payment Schedule (ROPS) every six months in order to receive a distribution of property tax increment dollars with which to fund the obligations of the former Redevelopment Agency. These obligations include bond debt service payments, amounts due under existing agreements with commercial property owners, repayment of amounts borrowed from the Housing Fund to fund property tax shifts mandated by the State, cost of litigation to protect assets of the former Redevelopment Agency, repayment of loans to the City, and administrative costs of the Successor Agency to wind down the affairs of the former Redevelopment Agency. While many of these listed items are not necessarily debt, they are considered obligations for purposes of this mandated report and must be listed on this report if they are to be funded with distributions of future tax increment dollars. These items are not debt obligations of the City of West Covina. The ROPS schedule (Attachment No. 2) lists all amounts that will be paid in the period January 1, 2016 through June 30, 2016. Once approved by the Successor Agency, the ROPS must then be approved by the seven-member Successor Agency Oversight Board. The ROPS will be presented to the Oversight Board at a special meeting on September 24, 2015. Once the ROPS is approved by the Oversight Board, it then must be forwarded to the State Department of Finance (DOF) by October 5, 2015. DOF holds final approval authority of the items listed on the ROPS and directs the Los Angeles County Auditor-Controller to distribute tax increment funds to the Successor Agency. Many of the obligations listed on the ROPS are estimates, i.e. variable rate debt service payments, litigation, etc. The Successor Agency is also required to adopt an administrative budget for each six-month period. Attachment No. 3 to this report is the administrative budget for the Successor Agency for the period of January through June 2016. This budget is to be funded by the administrative allowance, which is equal to an amount that is the greater of 3% of the enforceable obligations ($214,588 for this six month period) or $250,000 annually. The City will absorb any administrative costs above this administrative allowance. The total amount of funding requested for enforceable obligations from the Redevelopment Property Tax Trust Fund (RPTTF) on ROPS 15-16B is $8,316,194 and includes many of the same items that have been previously approved by DOF. Certain items denied by DOF on past ROPS remain on the form with no requested amounts, i.e. loans from the City. These items may become enforceable obligations in the future if certain criteria are met. The Successor Agency Administrative Budget is also attached for approval. This budget contains the specific items that are included in the administrative budget on line 12 of the ROPS. New items added to the Recognized Obligation Payment Schedule include: Item #82 — Property Management Plan — Appraisal Services $10,000. This item pertains to the Long Range Property Management Plan and the need to conduct appraisals prior to disposition of Successor Agency parcels. Items #83-86 — Potential Litigation relating to Property Disposition — Jones & Mayer $20,000, $5,000 per disposition. This item pertains to potential litigation costs related to the disposition of the Plaza, Eastland, BKK and Lakes properties, respectively. Items #87-90 — Project Administrative Costs — City of West Covina $107,136. This item pertains to project management costs relating to the disposition of the Plaza, Eastland, BKK and Lakes properties. Staff anticipates undertaking disposition related activities during the ROP 15-16B period. Costs associated with these services are project related, are material to the disposition and outside the scope of agency administration. Item #91 — Willdan Financial Services $7,000. This item pertains to the preparation of the ROPS by Willdan Financial for the January 1, 2016 through June 30, 2016 period. Items #92-100 — HdL Coren & Cone $83,239.64. This item pertains to property tax consulting services necessary for the implementation of certain agreements including the Fashion Plaza tax increment pledge. Funds requested cover the period beginning February 2012 through June 30, 2016, Item #101 — Loan Agreement $870,365. This item pertains to a Loan Agreement between the Successor Agency and City of West Covina for Litigation Fees incurred for the ROPS periods of February 2012 to June 2012, July 2012 to December 2012, and January 2014 to June 2014 that exceeded litigation cost estimates for those same periods. Items #102-104 — Fashion Plaza CFD $1,548,907. These items pertain to non payment of prior years CFD Tax Increment Pledge obligations. The periods included are 1/1/2014 — 6/30/2014 ($31,398), 7/1/2014 — 12/31/2014 ($739,500) and 1/1/2015 — 6/30/2015 ($778,009). LEGAL REVIEW: The Successor Agency Counsel has reviewed and approved this report, the resolution and the Recognized Obligation Payment Schedule. FISCAL IMPACT: The City, as Successor Agency, cannot receive or spend any funds unless the amounts are listed on a Recognized Obligation Payment Schedule. This schedule identifies all outstanding obligations that must be satisfied before the Agency can be dissolved. The obligations listed on this schedule will receive property tax allocations distributed by the County as their funding source. If the City's administrative costs exceed the administrative allowance, the excess expenditures will be absorbed by the City. Prepared by: Christa Buhagiar Finance Director Attachments: 1 — Resolution 2 — Recognized Obligation Payment Schedule (ROPS 15-16B) 3 — Successor Agency Administrative Budget for January 1, 2016 through June 30, 2016 ATTACHMENT 1 RESOLUTION NO. 2015-68 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, ACTING AS SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY APPROVING AND AUTHORIZING THE TRANSMITTAL OF AN ADMINISTRATIVE BUDGET FOR THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY AND A RECOGNIZED OBLIGATION PAYMENT SCHEDULE "ROPS" FOR THE PERIOD JANUARY 1, 2016 THROUGH JUNE 30, 2016, PURSUANT TO ASSEMBLY BILL 1X 26 (AB1X 26) WHEREAS, as part of the 2011-12 State budget bill, the California Legislature has enacted and the Governor has signed, companion bills AB1X 26 and AB1X 27, requiring that each redevelopment agency be dissolved unless the community that created it enacts a resolution committing it to making certain payments; and WHEREAS, on December 29, 2011, the California Supreme Court upheld AB1X 26, which dissolved all of the redevelopment agencies in the State of California as of February 1, 2012, and struck down AB IX 27; and WHEREAS, at a meeting of January 10, 2012, the City of West Covina took action to designate itself as the Successor Agency to the fowler West Covina Redevelopment Agency; and WHEREAS, Health and Safety Code Section 34177, which is set forth in Part 1.85, requires a Successor Agency to prepare and submit an approved Recognized Obligation Payment Schedule for the period from January 1, 2016 to June 30, 2016 to the State Department of Finance by October 5, 2015, which must list the minimum amounts that must be paid by the Successor Agency over that six (6) month period to fulfill its enforceable obligations during that period; and WHEREAS, the West Covina City Council, acting as Successor Agency to the former West Covina Redevelopment Agency, reserves the right to appeal any determination of the California Director of Finance or other entity regarding the propriety of this resolution as well as any future determinations; and WHEREAS, the West Covina City Council, acting as Successor Agency to the West Covina Redevelopment Agency, intends to comply with the state-mandated obligations established hereunder; and WHEREAS, all other legal prerequisites to the adoption of this resolution have occurred. NOW, THEREFORE, BE IT RESOLVED by the West Covina City Council, acting as Successor Agency to the former West Covina Redevelopment Agency, as follows: SECTION I. The foregoing Recitals are incorporated into this Resolution by this reference, and constitute a material part of this Resolution. SECTION 2. The Recognized Obligation Payment Schedule "ROPS" attached hereto as Attachment No. 2 is approved and the Executive Director is authorized to submit the ROPS to the Oversight Board for approval and transmit the same to the Los Angeles County Auditor- Controller, the State Controller and the State Department of Finance in accordance with Health and Safety Code Section 34177 subject to all reservations of rights and contingencies set forth above. SECTION 3. The Administrative Budget for the Successor Agency for the six-month period January 1 — June 30, 2016, attached hereto as Attachment No. 3 is approved and the Executive Director is authorized to transmit the same to the Los Angeles County Auditor- Controller, the State Controller and the State Department of Finance in accordance with Health and Safety Code Section 34177 subject to all reservations of rights and contingencies set forth above. SECTION 4. The Executive Director or designee is authorized to take all actions necessary to implement this Resolution, including without limitation, the posting of this Resolution and the Recognized Obligation Payment Schedule on the City's website, and the provision of notice of adoption of this Resolution and such Schedule to the County Auditor-Controller, the State Controller and the State Department of Finance. SECTION 5. The Secretary shall certify as to the passage and adoption of this Resolution, and it shall thereupon take effect and be in full force, except that this Resolution shall not be effective during any period of time that the Stay remains effective. APPROVED AND ADOPTED at a regular meeting held on this 15 th day of September, 2015. Fredrick Sykes Chairman APPROVED AS TO FORM: ATTEST: Kimberly Hall Barlow Nickolas S. Lewis City Attorney Secretary Recognized Obligation Payment Schedule (ROPS 15-16B) - Summary Filed for the January 1, 2016 through June 30, 2016 Period Name of Successor Agency: West Covina Name of County: Los Angeles Current Period Requested Funding for Outstanding Debt or Obligation Enforceable Obligations Funded with Non-Redevelopment Property Tax Trust Fund (RPTTF) Funding A Sources (B+C+D): • Bond Proceeds Funding (ROPS Detail) • Reserve Balance Funding (ROPS Detail) • Other Funding (ROPS Detatl) • Enforceable Obligations Funded with RPTTF Funding (F+G): Non-Administrative Costs (ROE'S Detail) • Administrative Costs (ROPS Detail) H Total Current Period Enforceable Obligations (A+E): Successor Agency Self-Reported Prior Period Adjustment to Current Period RPTTF Requested Funding Enforceable Obligations funded with RPTTF (E): Less Prior Period Adjustment (Report of Prior Period Adjustments Column 5) Adjusted Current Period RPTTF Requested Funding (I-J) County Auditor Controller Reported Prior Period Adjustment to Current Period RPTTF Requested Funding L Enforceable Obligations funded with RPTTF (E): M Less Prior Period Adjustment (Report of Prior Period Adjustments Column AA) N Adjusted Current Period RPM Requested Funding (L-M) Certification of Oversight Board Chairman' Pursuant to Sec-lion 34177 (m) of the Health and Safety code, I hereby certify that the above is a true and accurate Recognized Obligation Payment Schedule for the above named agency. Signature 8,316,194 8,316,194 Date Z INUKHDVIIV Six-Month Total 4,000 4,000 $ 8,316,194 8,101,806 214,588 $ 8,320,194 8,316,194 (2,303,122) $ 6,013,072 Name Title /s/ West Covina Recognized Obligation Payment Schedule (ROPS 15-18B) - ROPS Detail January 1,2016 through June 30, 2016 (Report Amounts in Whole Dollars) A B c D 0 F G 11 I J K L NI N 13 P Item* Project Name (Debt Obiigation Obligation Type Contact/Agreernent Execution Date Contract/Agreement Termination Date Payee DercriptionfProject Scope Project Area Total Outstanding Debt or Obligation Retired Funding Source St-Month Total Non-Redevelopment Property Tax Trost Fund (Non-RPTTF) RPTTF Bond Proceeds Reserve Balance Other Funds NorrAdmin Admin - $ 304,201,626 $ - $ $ 4,000 $ 8101,606 $ 214,584 $ 8,32E194 11099 Tax Allocation Bonds Bonds Issued On or 11/1/1999 11/1/2029 US Bank Fend caudal projects in Mer ed Area Merged 4,327 103 N 10,920 $ 10,920 2 2002 Tax AlMeation Bonds Bonds issued On or Before 12131110 6/1/2002 911/2022 US Bank Refund outstanding 1993 bonds Merged 8,390,455 N 166,173 168,173 3 2006 Lease Revenues Bonds Revenue Bonds Hound On or Before 12/31110 9119/2006 6/112035 City or West Covina Reimburse City for OLD Debt Service Merg/Citywide 29,552,784 11 371,042 s 371,042 4 19911 Howsklg Set Aside Bonds Fronds issued On or Before 12131/10 411/1996 9110025 JO Bank Acquisition and rehab of a housing sing project Merged 4,417,808 N 93,164 03,164 52501 Housing Set Aside Bonds Bonds nosed On or Before 12131/10 'I211f2001 9/112030 .15Bank Development of a senior housing protect Merged 5,447,576 N 150225 9 150.220 6 SERAF 2010 Housing Loan SERAFfERAF 2/16/2010 613022016 hicosing Successor Agency Repay SERAF to the housing fund Merged 3 ,387222 11 460,005 $ 460,000 7 SERAF 2011 Housing Loan SERAFfERAF 1/180011 61300016 Housing Successor Agency Repay SERAF to the housing fund Merged 790,319 N 100 ,000 s 100,000 8 DDA • The Lakes °PA/ODA/Conn-bob on 6126/1987 6/300035 Gateway Crescent, LLC Allocated bond coals & maintenance for park stimuli, Merged 524,565 N 617,0115 $ 60,000 9 CFD Tax Increment Pledge OPAJDDAJConstruce on 6126/1989 9/112022 Fashion Plaza CFD Tax Increment pledged to CFD Merged 12,9308 75 N 859,340 $ 1389,340 10 COO - CFD Remediation 10/190004 10119/2054 Coastal Sage Scurb TED CFD Assessment Merged 4,467,607 N 36,684 $ 36,694 11 Repay Courtly Loan ThIni•Party Loons 6/19/1990 6/2012021 County of Los Angeles Repay Loan of Deferred Tax Increment Merged 9,524,833 N 1,59E 000 s 1,500,000 /2116 Administrative Budget AdMin Costs 1/1/2914 6/30/2010 SA staff, Vadogs Administration 101 /001 project areas Merged 207,588 N 217.7,0013 $ 207,588 13 CHI( Cooper alive figitement City/County Lama Oh or Selma 6/2 7 f11 8/2352012 6/3012016 City ut West Cosine Relmbursement of advanced 6A expenses Merged N 14 Anlierpnteilit xinling Litigatron Litigation 3/10inCiii 6/30/2016 Squire Sanders R Dempney I eforcement of jedgments/obligalions Merged 600600 N 1 go,orm 0 140,000 15 16 Anircipaledtterstlug.Littgabon AnficipatediEvsling Litigation Liligellon Litigation 7/18/2000 10222512 6/3052016 6/10/2016 6JvariNtrrEliasman Colvin Eminent Domani Law Group Enfomement ofjud_gmentsfobliggeon6 Merged • • Merged 283,050 $ RDA properly litigation 17 Anticipated/Existing litigation Litigation 4050007 3130/2010 Hunsucker GoldsUen RDA property litigation Merged 40,000 N 5,0130 s 5,000 16 Project Administrative Costs Project Management Costs 1/112014 6/30/2015 Various Project specific related costs Merged - N $ 19 AB 1484 Auditing Fees Dissolution Audits 9/10/2012 5/3012015 White NC15011 Diehl Evans AS 1484 Auditing Fees Merged 212300 N 20 Oversigld Board Legal Services Legal 10/4/2012 6/3012016 Harper & Burris Oversight Board Legal Services Merged 50,006- N - $ 21 Successor Agency Legal ServIces Legal 61300016 6/311/2016 Jones 8 Mayer Successor Agency Legal Services Merged 300,000 N 22 Properly Management Plan Professional Services morals 5/300016 Kosmord Company Long•Range Properly Management Plan per AS 1484 Merged 3E0013 N 30,000 5 30,000 23 City Nate v Rdmirestation City/County Loans On or Before 601111 8/911971 0531312026 -C. rty of West Cbtrins Repay City for seintrn rcodnitrucliort Merged N $ - 24 Clly Note • CIP City/County Loans On or Before 6r2711 1 2/2811912 6/30r2025 Crty of \Alcor Covrna Ropey City for capitol protests Merged N $ 25 City Note Revolving City/County Loans On or Before 6127/11 12(1611985 • 0l3012025 Cily of West Covina Roney City for revelving cledit Merged N 26 Sales tax PeInthursernent C11y/County LOWS 006r Before 6127111 7/2512005 6/300025 City of Weal Covina RE101111.11HE City for CFD 56106 Tax Minged 81 S - 27 28 Golf Course Agreement OPA/DDA/Constructi MI Bonds Issued On or Before -12131/10 6/2112011 6130/2016 Various 0011 Course irnplernerttutun AgreflIIIIMIS Merged N 1996 CID Refunding Eonds 7/111995 0/1/2022 US Rank Fund Fa6hion Ph, Improvemenis Merged 33,154,530 N 765,300 6 768,300 West Covina Recognized Obligation Payment Schedule CROPS 15-16B) - ROPS Detail January 1, 2016 through June 30, 2016 (Report Amounts in Whole Dollars} 0 Item 0 Project Name / Debt Obligation Othgation Type Revenue Bonds Issued On or Before 12131/10 Conned/ Agreement Execution Cote 8/1/1988 Contract/Agreement Termination Dale 8/10018 Payee We/In Fargo Bank Description/Project Scope Fund Lakes Parking Project Projocr Arc° Merged Total Outstanding Debt or Obligation 1,878,430 Retired N Funding Source Six-Month Total s 4,000 Non-Redevelopment Property Tax Trust Fund (Non•RPTTE) RP-Ff9 Bond Proceeds Reserve Balance Other Funds 4,000 Non•Admin Adrnin 29 1985 Lease Rev Refunding Bonds 30 OPA - GFD OPA/IDDA/Constructi On 605/1989 011/2022 Stanvoad CFD admin and developer repayment Merged 94,123,595 N $ 31 ArdielpMed/EASIN,LitIonlon • '4,1' - Btignlion 211612006 i 60072016 Sgrrire Sandotia & Dempsey Enforcement ot Mdgments/o8ligaliot Fah•Jfal 2012 Merged N 0 32 AblicipatadtExIstrng LIUgaton litigation 3/16/2008 0/3212018 Squire Sanders & Dempsey Entorceinere olludgmeIits/nl/IiguI0/no Jul-Dee 2012 Merged 14 33 Anticipated/Existing Lrligetion Morton 3/1912005 0O3/2016 Ahmiez-Glatinr an Colvin Enforcement of Mdgmentsnibligellons Feb..Jun 2012 Merged 14 34 AnVripeterrilEXiating Legation Litigation 3116/2008 6/300016 Alvarez-GI:ismer, GOAD E.nforsement el judgmentslobligatIons JutiDeo 2012 Merged N 35 Antiehdatintitinsling I rteintion Litigation 10/22/2012 6/30/2016 Ernrnent Driurnin Law Gump RDA properly Wanton: Fati-Jun 2012 Merged N 36 Anacipaten/Lidsiing Litigation Litigation 10/22E2012 6/30/2016 Dein/mit Domain Law Group I/DA properly litigation: Jui-Des 2912 Merged N 37 AntelpatecitEsistsig Litignlian Litigation 4/25/2007 003/2016 /lunsocher Guldstierr RDA properly litigation: Feb-Jun 2012 RDLkitaitelltig ati0110 Jul-De c 2012 Merged fActigied fit N 5 5 30 AnticipaledlExisting Litigation Litigation 481219/01/21367017 6/30.2016 idunanckee Cordctien 41 Criy Note - Administration c ty/Comly Loans Oiler Before 6/27/11 6/30/2025 City ut West Covina Ropey Cdy for admin.& construction Feb-Jon 2012 Mewl N $. 42 City Note • ArtnrinistratiOn City/County Lowe Over Before 6/27111 8/9/1071 - i 6/30/2025 City of West Cowes Ropey City for admin & construction Jul-Dec 2012 Merged - 43 City Nola - GIP City/Comely Loons Oil or Beim,' 6127111 2128/1972 • 6/30/2025 City of Weal Covina Repay Clly lot capital irrafieCtsi Feb• Jun 2012 Merged 133,410 N - 44 Al City Nole - CIP 1998 - 2026 Bonds Chly/County Loans On or Betere 6/27/11 Fees 2128/1972 4/1/1998 6/30/2025 9/10030 City ol West Covina U// Book Repay COO for capital proloctt: #I1-•Der, 2012 Bond Fiscal Agert Fees Merged Merged N 8,000 5000 0 8,000 45 1000 - 200E Bends Fees 4/1/1998 9/1/2030 Wells Fargo Bark Band Lens/ of Credit Fees Merged 106,022 hi 190,025 s 195,020 47 1998 - 2006 Bonds Fees 1111/1999 11/1/2029 Wells Fargo Bank Bond Remarketing Fees Merged 7,662 NI 7.500 $ 7.520 AB 1998 - 2006 Bonds Fees 11/1/1999 1t/10029 Standard and Poors Bond Credri Agency Surveillance Eros Merged 2.000 N 2000 $ 2,000 40 AnklpalediEtsling Litigation Lrilgalion 5/1/2007 6/30/2016 Law Office of Robert Gokoo . RDA property litigalion - BKK slope failure Merged N N $ 50 Unfunded Peosion L retell/he Unfunded Liabilities 71111966 6/30/2916 CnIPERS Payment for unfunded pension obligations Merged 44./11 44.717 44,732 $1 Retirement Benefits Unfunded Lialtiliti ,s 01)0/21/01 0/30/2016 Former employees Payment far retirement oblige rens Merged 17.412 N 17,412 5 17.412 52 RCVS 11407/F Reservo Renames 1/1/2014 6/30/2016 Oily of West Covina . ' Adjuttment to Redeveloomt Olotigidlon Retirement Rend Merged N 54 Connactual Services OOPS/Property Plan Professional Services il/b/.7013 6/3012216 Gonsalves and Sens Consuhant for ROPS and property management plan Merged 55 BILK Landfill Closure Ag eements Remedmhon 4/1712001 6/30/2016 Various Landfill closure mitigation lo approved recreation use Merged 40.7)0,211 N $ 57 Public Notices Property DBposillons 1/112014 6/30/2016 SGV Newspaper Notices of Proposed Property Transfer Jul 2012-Jun 2013 Merged 30,000 N 30,000 0 30,000 58 Special Assessments en RDA- owned parcels Project Management Cosh. 1/10014 6/30/2016 City cif West Covina CrtyWide Lighting & Landscape Maintenance District 112 Jul 2012-Jun 2013 Merged On Retirement Eienerits Unfunded Liabilities 9/1912001 sraornm Former employee Payment for retirement obOgotions Feb 2012-Jun 2013 Merged N - - 60 Special Assessments on RDA- owned parcels Rrojec1 Management Costs 1110014 8/30/2016 City of West Covina Citywide Lighting & Landscape Maint District 82 Merged 5,646 N 5,646 7 5,846 West Covina Recognized Obligation Payment Schedule (ROPS 15-16B) - POPS Detail January 1, 2016 through June 30, 2016 (Report Amounts in Whole Dollars') j A a c 0 E F 0 H I K L st N o P Item 0 Project Name / Debt Obligation Obligation Type Contract/Agreement Execution Date Contract/AgreeMent Termination Date Payee Description/Project Scope Project Area Total Outstanding Debt or Obligation Retired Funding Source EN-Month Toter Non-Redevelopment Property T. Trust Fund (Non-RPTTF) RPTTF Bond Proceeds Reserve Balance Other Funds Non-AM-oh Admin 61 AB 1484 Auditing Fees Dissolution Audits 500/2012 6/30/2016 White Nelson Diehl Evans AB 1484 Auditing Fees Jul-Dec 2012 Merged N $ - 62 Anticipated/Existing Litigation Litigation 6/1/2013 worms Blank Rome LIP Enforcement of judgmentMobligations (assisting Squire Sanders) Merged N 3 63 Anticipated/Existing Litigation Litigation 67172013 6/30/2016 Blank Rome LLP Enforcement of judgmentelobligations Jan-Jun 2013 Merged - N $ 64 Anticipated/Existing Litigahon Litigator 6112013 670/2016 Blank Rome LLP Enforcement ol judgments/obligations JO/Dee 2012 Merged - N S - 65 DDA J The Lake. OPAJODNCenstructl 6/26/1987 6/30/2038 Gateway Crescent, LLC Allocnted bond costs 6 innintenence for park structure Jan-Jon 2013 Merged N $ 66 Anticipated/Existing Litigation Litigation 3/167006 6/30)2016 Sauna Sandals il Dempsey ' . Enforcement efjudgmentdeblIgations Jan-Jun 2013 • Merged N S _ 67 Project Administrative Costs Project Management Costs 0702011 633012010 Rincon Environmental LLC Project specific related costs for environmental land use conslitting for BKK Landfill Merged N $ 68 City of West Covina vs. State of California Litigation '2/1/2011 6/3012016 Alvamer-Glasman Celaln Enforcement of judgments/oblgations Merged N 0 - 69 Careens Eminent Domain Litigation -11/2014 6/307016 Alvarez-Gasman Co/On Enforcement of judgments/obligations Merged N $ 70 Ei£156C5 Imports Partners Litigation 2/012014 6/30/2016 Jones & Mayer -.Enforcement of judgments/obligations -Merged 5,000 NI 0,000 $ 5,000 71 City of West Covina vs, State of California Litigation 2/17614 6/3012316 Jones & Mayer Enforcement of judgments/obligations Merged 100,0013 al 100,000 3 100,000 72 Catirans Eminent Domain Litigation 707014 6/3072016 Jones & Mayer Enforcement of judgments/obligations -Merged 50,055 al 60.000 $ MOO 73 Loan Agreement Unfunded LletillItles 0/160014 • 8/300016 City of Weil Covina Rairribursament of advanced SA • expenses - N 74 Cooperative Agreement Union/toil Nobilities 9/160014 6/3012016 City of West Coo/no Reimbursement Of advanced SA expenses 89,500 N $ 75 Anticipated/Erestkag Lltitielion Litigation 70 6/2000 6/312019 - - Alvatez-Glaartan Cohan Enforcement of judgments/obligations - January -June 2014 N 0 70 Loan Agreement Unfunted Len:duos 01160714 640/2016 City of Wast Cortina ReimblJnieMent of advanced SA expenses (legal expenses) N $ J 77 1ousing Successor Admin Hugging linty Ado/in Gust 7072015 0/307016 Housing SLICTARSOI Agoncy AB 471 - Housing Admin Merged 150.030 N 150,000 5 150,300 78 Anticipated/Existing Ltiigation Litigation 4707014 6/30/2016 Jones e/ Mayer Eastland Land use matters Merged 10,000 N 16,630 $ 10,000 79 Anticipaled/Ekisting Litigation Litigation 4/177001 670/2016 Jones & Mayer 13KK Litigation Merged 5,000 N 5,000 5 5,000 80 Anticipated/Existing Litigation Litigation 10;72/2012 6/30/2016 California Erninen1 Darnall Law Group Anticipated litigation for Caltrans Merged 38,800 N 38,800 $ 38.800 81 Anticipated/Existing Litigation Litigation 2/17011 5/30/2015 Alvarez-M.5.n Colvin Matasantos - redevelopment dissolution_ Merged 40,000 N 40,000 0 45000 82 Property Management Plan (Appraisals) Professional Services 1112016 670/2016 "Long-Range Property Management Plan per AB 1464- AppraNals Merged 160.200 N 10.003 0 19,000 83 Anticipated/Eating Litigation Litigation 1/17016 0/30/2010 Jones & Mayer Anticipated litigation for property disposition RE, Plaza Merged 5,005 N 5,000 s 5,01 it 84 AnlicipatedIENSling Litigation Litigation 1/1r2016 6/307016 Jones & Mayer Anticipated litigation for property disposition REr Eastiand Merged 5.000 N 5.000 $ 5,000 85 Anticipated/Existing Litigation Litigation 1/17016 6/307016 Jones & Mayer Anticipated litigation for properly disposition RE, Lakes Merged 5,000 N 6,000 $ 5,003 86 Anticipated/Existing Litigation Litigation 1/1/2016 6/307016 Jones & Mayer Anticipated idigation for properly dNposition RE: OK))) Merged 5,000 N 5.500 $ 5,000 87 Project Administrative Costs Project Management Costs 1/1/2016 6130/9016 City of Wes1 Covina Project management costs related to the dspostion of P1a2a Properties Merged 30.727 N 30,721 $ 30,121 88 Project Administrative Costs Project Management Costs 1072016 0/30/2016 City of West Covina Project management costs related to the dispostion of Eastland Properties Merged 12,943 IA 12,945 5 12,943 49 ProjeMAdmInistrative Costs Project Management Costs 171/2076 003/2010 City of West Coo/no Project mansgemeM costs related to the dispostion of BKK Properties Merged 35,118 N 35.110 s 35,110 90 Project Administrative Costs Project Management Costs 111/2016 6/30/2016 City of West Covina Project management costs related to the dispostion of Lakes Properties Merged 28,354 If 28,354 5 28.354 West Covina Recognized Obligation Payment Schedule (ROPS 15-16B) - ROPS Detail January 1,2016 through June 30, 2016 (Report Amounts in Whole Dollars) H A 8 c o E F G I .1 It I. nn N 0 P Item It Project Name I Debt r3bligelion Obligation Type Contract/Agreement Execution Date Contract/Agreernent Termination Date Payee Description/Project Scope Project Area Total Outstandep Debt or Obligation Retired Funding Source Si-Month Total Non-Redevelopment Properly Tex Trust Fund (Non-RPTTF) RPTTF Bond Proceeds Reserve Balance Other Rinds Non-Admin Admin 91 ROPS Preparation Ado* Costs 11112016 6130/2016 WIIldan Preparation of ROPS for SA Merged 7,000 N 7,000 $ 7,000 92 Contractual Services Properly Taw Analysis Professional Services 1111611993 613012016 HOL Caren & Cone -Properly Tax Contract Services: HdL Coren & Cone (Feb-June 2012) Merged 38,400.00 N $8400.00 $ 8,400 93 Contractual Services Property Tax Analysis Professional Service. 11/16(1993 613012016 HDL Cores 8. Cone Property Tax Contract Services: lidL Goren & Cone (July - Dec 2012) Merged 020,178.00 N $20,178.00 $ 20,178 94 Contractual Services Property Tax Analyse Professional Services 11/16/1993 61300016 HDL Cores & Cone Property Tax Contract Services Hee, Caren & Cone (Jan - June 2012) Merged 38,40000 N 38,400.00 $ 8400 95 Contractual Senocas Properly Tax Analysis Professional Services 11116/1993 6/3012016 1-101. Cores & Cone Property Tax Contract Services: HdL Cores & Cone (July - Dee 2013) Merged $8,40000 NI 58,400.00 $ 8,400 96 Contractual Services Properly Tax Analysis Professional Services 11/1611993 613012016 HDL Corey 8. Cone Property Tex Contract Services: Holl. Cores & Cone (Jan - June 2014) Merged $4,200.00 N 04200.00 4,200 97 Contractual Services Properly Tax Analysis Professional Services 11/16/1993 6/302016 HDL Cores & Cone Property Tax Contract Services, HdL Caren & Cone (July • Dec 2014) Merged 58,461.64 NI $13,46104 $ 8,462 98 Contractual Services Property Tax Analysis Professional Services 11/16/1993 813012016 HOL Goren & Cone Properly Tax Contract Services: HdL Cores & Cone (Jan. June 2015) Merged 95,400.00 N $8,400.00 $ 8,400 99 Contractual Sendees Properly Tax Analysis Professional Services 11/16/1993 6130/2016 HDL Caren & Cone Property Tax Contract Services: HdL Cores & Cone (July - Dec 2015) Merged 38,400.00 N 98,400.00 3 8,400 100 Contractual Services Property Tex Analysis Professional Services 11116(1993 6/30/2016 HDL Caren & Cone Properly Tax Contract Services, HdL Cores 8. Cone Merged $6,400.00 N $8,400.00 $ 8,400 101 Loan Agreement Unfunded Liabilities 211/2312 6130/2016 City of VVest Covina Loan Agreement for The repayment or ROPS approved items that exceeded budgeted amounts Merged 870,365 N 870,365 3 070,365 102 CFD Tex Increment Pledge OPA/DDA/Constructi on 11172014 0130/2014 Fashion Plaza C713 Tax Increment pledged to CFD - payments for specific period that was unpaid Merged 12,93.0,875 N 31,398 $ 31,398 103 CFD Tax Increment Pledge OPA/DDA/Construc6 on 71112014 12/3112014 Fashion Plaza CFD Tax Increment pledged to CFD - payments for specific period that was unpaid Merged 12,930,875 N 739,500 $ 739,500 104 CFD Tax Increment Pledge OPA/DDA/Constructi on 111/2015 6/3012015 Fashion Plaza CFD Tax Increment pledged to CFD - payments tor specific period that was unpaid Merged 12,930,875 ry 775,009 $ 778,009 105 N 3 106 N 5 - 107 N 3 108 N $ - 109 N $ - 110 hi $ 111 N $ 112 N _ 113 N $ 114 N 5 - 115 N $ 4 118 N $ 117 N - 118 N $ - 116 N $ 120 N $ 121 N 122 N $ - 123 N 5 124 N $ - 125 N $ - 126 N S- 127 N $ 128 N $ - 129 N 0 - West Covina Recognized Obligation Payment Schedule (ROPS 15-16B) - Report of Cash Balances (Report Amounts in Whole Dollars) Pursuant to Health and Safety Code section 34177 (I), Redevelopment Property Tax Trust Fund (RPTTF) may be listed as a source of payment on the ROPS, but only to the extent no other funding source is available or when payment from property tax revenues is required by an enforceable obligation. For tips on how to complete the Report of Cash Balances Form, see Cash Balance Tips Sheet A ti c D F F G H I Cash Balance Information by ROPS Period Fund Sources Comments Bond Proceeds Reserve Balance Other RPTTF Bonds Issued on or before . 12/31/10 Bonds Issued on or after 01101/11 Prior ROPS period balances and DDR RP'TTF balances retained Prior ROPS RPTTF distributed as reserve for future period(s) Rent, Grants, Interest, Etc. Non-Admin and Admin ROPS 14-158 Actuars (01101115- 06/39115) 1 Beginning Available Cash Balance (Actual 01/01115) 2 Revenue/Income (Actual 061301151 RPTTF amounts should tie to the ROPS 14-15B distribution from the County Auditor-Controller during January 2015 3 Expenditures for ROPS 14-158 Enforceable Obligations (Actual 06/30(15) RPTTF amounts, 1-13 plus H4 should equal total reported actual expenditures in the Report of PPA. Columns L and CI 4 Retention of Available Cash Balance (Actual 06(30/15) RPTTF amount retained should only include the amounts distributed as reserve for future period(s) 5 ROPS 14-15B RPTTF Prior Period Adjustment RPTTF amount should tie to the self-reported ROPS 14-158 PPA in the Report of PPA, Column S No entry required 2,303,122 6 Ending Actual Available Cash Balance CloG.(1+2 - 3 -4),H=(1 +2 -3 -4-5) $ - $ - $ - $ - $ - $ (2,303,122) ROPS 15-16A Estimate (07/01/15 - 12131/15) 7 Beginning Available Cash Balance (Actual 07)01115) (C,D,E,G=4+6,F=H4+F4+F6,andH=5 +6) $ - $ - $ - $ - $ - $ - 8 Revenue/Income (Estimate 12/31/15) RPTTF amounts should tie to the ROPS 15-16A distribution from the County Auditor-Controller during June 2015 9 Expenditures for ROPS 15-16A Enforceable Obligations (Estimate 12(31/15) 10 Retention of Available Cash Balance (Estimate 12)31/15) RPTTF amount retained should only include the amounts distributed as reserve for Suture period(s) 11 Ending Estimated Available Cash Balance (7 + 8 - 9 -10 $ - $ $ - $ - $ - $ _ Ili I' 111E111 II 111111111111111111111111111111111111111111111111111111111111111111111111111111 111111E1111111111111111111111Miiiiii01111111111111111111 11111111111111111111111111111111111011111111111111111111111 11111111111111111111111111111111111111111111111111111111111 11111 I III El i 111111111111 II 1111111111111111111111111111111111111111111111111111111111111, I I= I I 1111111111111111111111 IIEN1111111111111111111111111111111111111111111111111111111111111 - 11111 IIII 11 I HhIIii1IIIIIIIIIiIIIIIIIIIIIIIPhIIIHIII IIIIIHhIIllhIIIIIIIIIIIIIIIIIIIIIIIO 1.111111111111111111111111111111111111111111111111111111111111 111111111111111 El , . , 11 , R i 2 : . .1 ' ... .. : . :: I tiil i! . i A H I ' li "II I i / ' - 1 . . ' i I' 1 1111111 1 1111111111111 1 I I 11111111 1 ' II; 1111111 IN1111111111111111111111111111111111 J : , . 11 la IS g " , 1 hblil ''' " i'"' iiiiiiiiiIIIIIIIiiiiillillliiiiiiiiIIIIIIII West Covina Recognized Obligation Payment Schedule (ROPS 15-16B) - Notes January 1, 2016 through June 30, 2016 Item # Notes/Comments #9 #50 ...____ #82 No payment of the CFD Tax Increment Pledge was made in 14-15A and 14-158. Sucessor Agency intend to make CFO Tax Increment Pledge Payments during 15- 168 The Successor Agency has identified payment to CalPERS for the unfunded retirement obligation. The Successor Agency intends to conduct real property appraisals of Long Range Property Management parcels to obtain fair market values. #83 #84 Legal fees associated with anticipated litigation regarding the sale of Plaza properties. Legal fees associated with anticipated litigation regarding the sale of Eastland properties. #85 Legal fees associated with anticipated litigation regarding the sale of Lakes properties. #86 #87 Legal fees associated with anticipated litigation regarding the sale of BKK properties. Project management staffing costs associated with anticipated sale of Plaza properties. #88 Project management staffing costs associated with anticipated sale of Eastland properties. #89 #90 Project management staffing costs associated with anticipated sale of Lakes properties. Project management staffing costs associated with anticipated sale of BKK properties. #91 Preparation of ROPS by Willdan Financial Services #92 #93 Property Tax Contract Services. HdL Coma & Cone (Feb-June 2012) Property Tax Contract Services: HdL Goren & Cone (July - Dec 2012) #94 Property Tax Contract Services: HdL Goren & Cone (Jan - June 2013) #95 #96 Property Tax Contract Services: HdL Coren & Cone (July - Dec 2013) Property Tax Contract Services: HdL Goren & Cone (Jan - June 2014) #97 Property Tax Contract Services' HdL Goren & Cone (July - Dec 2014) #98 #99 Property Tax Contract Services' HdL Goren & Cone (Jan - June 2015) Property Tax Contract Services: HdL Coren & Cone (July - Dec 2015) #100 #101 Property Tax Contract Services: HdL Goren & Cone Loan Agreement for the repayment of ROPS approved items that exceeded budgeted amounts #102 Tax Increment pledged to CFD - payments for specific period that was unpaid #103 *104 Tax Increment pledged to CFD - payments for specific period that was unpaid Tax Increment pledged to CFD - payments for specific period that was unpaid ._ ATTACHMENT 3 SUCCESSOR AGENCY TO THE WEST COVINA REDEVELOPMENT AGENCY ADMINISTRATIVE BUDGET January, 2016 to June 30, 2016 Annual Amount July - Dec 2015 Jan - June 2016 Salaries & Benefits Maintenance & Operations Consultants Legal Fees Phone Cell Phone Supplies Meetings Overhead Liability Insurance 232,088 $ 134,400 151,455 2,000 1,000 7,300 5,000 27,000 5,000 144,850 $ 67,200 101,455 1,000 500 3,650 2,500 27,000 2,500 87,238 67,200 50,000 1,000 500 3,650 2,500 2,500 Subtotal Total Budget 565,243 $ 350,655 5 214,588 City of West Covina Memorandum AGENDA ITEM NO SA3 DATE September 15. 2015 TO: Chairman and Successor Agency Board Members FROM: Tom Mauk Interim Executive Director BY: Christa Buhagiar Finance Director SUBJECT: REVISED AMENDMENT TO REIMBURSEMENT AGREEMENT FOR THE RENEWAL OF THE LETTER OF CREDIT FOR THE 1999 TAX ALLOCATION BONDS RECOMMENDATION: It is recommended the City Council, acting as the Successor Agency to the former Redevelopment Agency, approve the revised First Amendment to Reimbursement Agreement for the Taxable Variable Rate Demand Tax Allocation Bonds, Series 1999 and authorize the Interim Executive Director to execute all necessary documents by adopting the following resolution: RESOLUTION NO. 2015-72 — A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY REPEALING RESOLUTION NO. 2015-66 AND AUTHORIZING THE EXECUTION AND DELIVERY BY THE AGENCY OF A FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT AND THE TAKING OF CERTAIN ACTIONS IN CONNECTION THEREWITH BACKGROUND: In 1999, the West Covina Public Financing Authority (Authority) issued Taxable Variable Rate Demand Tax Allocation Bonds, Series 1999 (Bonds) to make a loan to the former Redevelopment Agency of the City of West Covina (Former Agency), which was succeeded by the West Covina Community Development Commission. The loan to the Former Agency financed redevelopment activities of the Former Agency. The Bonds are secured by the Former Agency's loan repayments to the Authority. The Bonds bear interest at a short term variable rate, which reset every 7 days. Owners of such short term variable rate debt can require the Authority to repurchase their Bonds on 7 days' notice. The funds for such a purchase are provided under a letter of credit, and the Authority's remarketing agent then finds a new buyer to purchase the Bonds and repay any draw on the letter of credit. Principal payments are due on these bonds annually through November 1, 2029 and the current principal outstanding balance on the bonds is $3,120,000. DISCUSSION: The current Letter of Credit securing the Bonds is issued by Wells Fargo Bank, National Association (Bank) and expires on October 13, 2015. The terms of the Letter of Credit are governed by a Reimbursement Agreement by and among the Authority, the Former Agency, and the Bank. The Bank is offering to renew and extend the expiration date of the Letter of Credit to April 2017. An amendment to the Reimbursement Agreement is required to complete the extension process. However, there is no change to the existing letter of credit fees. The modifications contained in the amendment reflect changes in regulatory disclosures since the approval of the original agreement, as well as a provision to waive a jury trial in the event of a dispute. At the September 1, 2015 Successor Agency meeting, the Board approved the Amendment to Reimbursement Agreement, but the bank is now requiring additional language (Section 8.19) to the Amendment. Now included in the amendment to the Reimbursement Agreement is a provision that provides that if the Successor Agency or the Authority enter into an agreement with another entity to provide credit enhancement for the Bonds or any other obligations of the Authority or the Successor Agency and such agreement has different or more restrictive covenants, different or additional events of default or greater rights or remedies than the Reimbursement Agreement, then such provisions are automatically made part of the Reimbursement Agreement. As a result, the Successor Agency and the Authority could be subject to different covenants, events of default and remedies than were originally agreed to with the Bank, depending on what agreements the Successor Agency and the Authority enter into in the future. Staff is recommending the Board authorize the Interim Executive Director to execute all necessary documents of the amendment to the Reimbursement Agreement with the Bank. Once the Successor Agency and the Authority Boards have approved the amendment, the Oversight Board to the Successor Agency will be required to approve the Successor Agency action, and then the Department of Finance will be have an opportunity to review the approval. That process is expected to take up to 60 days. The Bank has extended the Letter of Credit on an interim basis until December to provide sufficient time for the remaining approvals. FISCAL IMPACT: The current annual fee is 1.4% of the Letter of Credit amount (outstanding par amount of the Bonds plus interest for 51 days), which decreases over time as the principal balance of the Bonds is paid down. The fee will remain the same under the amendment. Payment of the fees are an enforceable obligation payable from Redevelopment Property Tax Trust Funds deposits and included on the Recognized Obligation Payment Schedule. Prepared by: ATTACHMENT 1 — Resolution ATTACHMENT 2— Amendment to Reimbursement Agreement ATTACHMENT 1 RESOLUTION NO. 2015-72 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY REPEALING RESOLUTION NO. 2015-66 AND AUTHORIZING THE EXECUTION AND DELIVERY BY THE AGENCY OF A FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT AND THE TAKING OF CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, the West Covina City Council acting as the Successor Agency to the former West Covina Redevelopment Agency (the "Predecessor Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the West Covina Public Financing Authority (the "Authority") for the purpose, among others, of issuing its bonds to be used to provide fmancial assistance to the Predecessor Agency; WHEREAS, the Authority has previously issued $3,945,000 aggregate principal amount of West Covina Public Financing Authority Taxable Variable Rate Demand Tax Allocation Bonds, Series 1999 (Redevelopment Agency of the City of West Covina-West Covina Redevelopment Project-Subordinate Lien) (the "Bonds") to finance a loan made to the Predecessor Agency by the Authority for the purposes of financing certain improvements in the Predecessor Agency's West Covina Redevelopment Project Area; and WHEREAS, the Bonds were issued and delivered as variable rate obligations supported by a direct pay letter of credit; WHEREAS, in 2010, the Authority and the Predecessor Agency caused the delivery of a substitute letter of credit (the "Letter of Credit") issued pursuant to the ten -ns of a Reimbursement Agreement, dated as of September 1, 2010 (the "First Amendment to Reimbursement Agreement"), by and among the Authority, the Predecessor Agency and Wells Fargo Bank, National Association (the "LOC Bank"); and WHEREAS, on June 28, 2011, the California Legislature adopted ABx1 26, inter alia, dissolving existing redevelopment agencies, including the Predecessor Agency; WHEREAS, the California Supreme Court substantially upheld the provisions of ABx1 26 on December 29, 2011, resulting in the dissolution of the Predecessor Agency on February 1, 2012; WHEREAS, the remaining powers, assets and obligations of the Successor Agency to the former West Covina Redevelopment Agency (the "Successor Agency") were transferred to the Successor Agency pursuant to ABx1 26 on February 1, 2012; WHEREAS, the Authority and the Successor Agency now wish to extend the LOC and amend the terms of the Reimbursement Agreement pursuant to a First Amendment to Reimbursement Agreement, by and among the Successor Agency, the Authority and the LOC Bank (the "First Amendment to Reimbursement Agreement"); and WHEREAS, the Successor Agency has reviewed the First Amendment to Reimbursement Agreement which is on file with the Secretary of the Successor Agency. NOW, THEREFORE, the City Council of the City of West Covina acting as the Successor Agency to the former West Covina Redevelopment Agency does hereby resolve as follows: SECTION 1. All of the recitals herein contained are true and correct and the Successor Agency so finds. SECTION 2. The First Amendment to Reimbursement Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, is hereby approved. The Executive Director of the Successor Agency, and any designee thereof (each an "Authorized Officer") are, and each of them is, hereby authorized and directed, for and in the name of the Successor Agency, to execute and deliver the First Amendment to Reimbursement Agreement in substantially the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the First Amendment to Reimbursement Agreement by such Authorized Officer. SECTION 3. The Authorized Officers are, and each of them hereby is, authorized and directed to execute and deliver any and all documents, certifications and other 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 Reimbursement Agreement and the transactions contemplated therein and by this Resolution. SECTION 4. This Resolution shall repeal Resolution No. 2015-66 in its entirety SECTION 5. This Resolution shall take effect immediately upon its adoption. SECTION 6. The Secretary of the Successor Agency shall certify the adoption of this Resolution. APPROVED AND ADOPTED at a regular meeting held on September 15, 2015. Fredrick Sykes Chairman APPROVED AS TO FORM: ATTEST: Kimberly Hall Barlow Nickolas S. Lewis City Attorney Secretary I, Nickolas S. Lewis, Secretary of the Successor Agency to the former West Covina Redevelopment Agency, do hereby certify that the foregoing Resolution No. 2015-72 was duly adopted at a regular meeting of the Successor Agency held on the 15 th day of September 2015, by the following vote of the Council: AYES: NOES: ABSENT: ABSTAIN: Nickolas S. Lewis Secretary ATTACHMENT 2 AMENDMENT TO REIMBURSEMENT AGREEMENT This AMENDMENT TO REIMBURSEMENT AGREEMENT (this "Amendment"), is made and entered into as of by and among WEST COVINA PUBLIC FINANCING AUTHORITY, a joint powers authority duly organized and validly existing under and pursuant to the laws of the State of California (the "Authority"), SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY, a public body corporate and politic duly organized and validly existing under and pursuant to the laws of the State of California, including Part 1.85 (commencing with Section 34170) of Division 24 of the California Health and Safety Code (the "Successor Agency"), (the Authority and the Successor Agency, each an "Account Party," and, collectively, the "Account Parties"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank"). WITNES SETH WHEREAS, the Authority, the Successor Agency to the former West Covina Redevelopment Agency (the Successor Agency is winding up the affairs of the West Covina Community Development Commission) and the Bank have previously entered into a Reimbursement Agreement, dated as of October 1, 2010 (the "Agreement"), relating to the West Covina Public Financing Authority Taxable Variable Rate Demand Tax Allocation Bonds, Series 1999 (Redevelopment Agency of the City of West Covina — West Covina Redevelopment Project — Subordinate Lien); WHEREAS, the Account Parties desire to extend the Stated Termination Date (as defined in the Agreement) of the Letter of Credit (as defined in the Agreement); WHEREAS, the Bank is willing to extend the Stated Termination Date (as defined in the Agreement) of the Letter of Credit (as defined in the Agreement) as long as certain amendments are made to the Agreement; and WHEREAS, the Account Parties are willing to agree to such amendments in order to extend the Stated Termination Date (as defined in the Agreement) of the Letter of Credit (as defined in the Agreement). NOW, THEREFORE, in consideration of the foregoing, the premises and mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given thereto in the Agreement. 2. Effectiveness of this Amendment. This Amendment shall become effective as provided herein at the time (the "Amendment Effective Time") on the first date (the "Amendment Effective Date") on which each of the following conditions shall be satisfied or waived by the Bank: (a) Delivery of Amendment. Receipt by the Bank, on or prior to the Amendment Effective Date, of a copy of this Amendment duly executed and delivered by the Account Parties. (b) Resolution/Order. Receipt by the Bank, on or prior to the Amendment Effective Date, of a copy of a resolution or order of the Account Parties authorizing the execution, delivery and performance of this Amendment, certified by the Secretary of each Account Party, which certification shall include a statement to the effect that such resolution or order is in full force and effect on the Amendment Effective Date and has not been amended. (c) Approval of Oversight Board; Approval or No Action by State Department of Finance. The oversight board for the Successor Agency (the "Oversight Board") shall have approved this Amendment and the transactions contemplated hereby (the "Transactions") and the Bank shall have received written evidence thereof, and either (i) the period for review by the California Depai talent of Finance of the Oversight Board's approval shall have lapsed without receipt by the Oversight Board of a request for review from the California Department of Finance or (ii) the California Department of Finance shall have approved the Oversight Board's approval of the Transactions. (d) Incumbency. Receipt by the Bank, on or prior to the Amendment Effective Date, of a certificate of each Account Party certifying the names and true signatures of the officers of such Account Party authorized to sign this Amendment and the other documents to be delivered by such Account Party hereunder. (e) Representations and Covenants of the Authority; No Defaults. The following statements shall be true and correct on and as of the Amendment Effective Date, and the Bank shall have received a certificate signed by an authorized officer of the Authority, dated the Amendment Effective Date, stating that: (i) The representations of the Authority contained in Section 4.01 of the Agreement (other than those contained in Section 4.01(e) and 4.01(k) as to which no representation is made) are true and correct in all material respects on and as of the Amendment Effective Date as though made on and as of such date. (ii) The representations of the Authority contained in Section 4 of this Amendment are true and correct in all respects on and as of the Amendment Effective Date as though made on and as of such date. (iii) The Authority has performed or complied with all of its obligations, agreements and covenants to be performed or complied with by it pursuant to the Agreement on or prior to the Amendment Effective Date. (iv) After giving effect to the execution and delivery of this Amendment by the Authority Party, there exists no Default or Event of Default. (f) Representations and Covenants of the Successor Agency; No Defaults. The following statements shall be true and correct on and as of the Amendment Effective Date, 2 and the Bank shall have received a certificate signed by an authorized officer of the Successor Agency, dated the Amendment Effective Date, stating that: (i) The representations of the Successor Agency contained in Section 4.02 of the Agreement (other than those contained in Section 4.02(e) and 4.02(k) as to which no representation is made) are true and correct in all material respects on and as of the Amendment Effective Date as though made on and as of such date. (ii) The representations of the Successor Agency contained in Section 5 of this Amendment are true and correct in all respects on and as of the Amendment Effective Date as though made on and as of such date. (iii) The Successor Agency has performed or complied with all of its obligations, agreements and covenants to be performed or complied with by it pursuant to the Agreement on or prior to the Amendment Effective Date. (iv) After giving effect to the execution and delivery of this Amendment by the Successor Agency Party, there exists no Default or Event of Default. (g) Fees, Costs and Expenses. The Bank shall have received payment of all fees, costs and expenses due under the Agreement that are to be paid on or prior to the Amendment Effective Date. (h) No Material Adverse Change. As of the Amendment Effective Date, the Bank, in its sole determination, shall be satisfied that (i) except as set forth in Note 21 of the Notes to Basic Financial Statements included in the Comprehensive Annual Financial Report of the City of West Covina for the fiscal year ended June 30, 2014, since June 30, 2014, no material adverse change in the financial condition, business, assets, liabilities or prospects of either Account Party has occurred, and (ii) no law, rule or regulation shall have been enacted, amended, suspended or repealed that would result in a material adverse change of the type described in clause (i). 3. Amendments. At the Amendment Effective Time: (a) The following defined terms set forth in Section 1.01 of the Agreement shall be amended and restated to read as follows: "Business Day" means (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or any other day on which commercial banks in California are authorized or required by law to close and (b) with respect to all determinations of LIBOR, any day that is a Business Day described in clause (a) and that is also a London Banking Day. As used herein, "London Banking Day" means any day on which dealings in U.S. dollar deposits are conducted by and between banks in the London interbank Eurodollar market. "LIBOR" means a rate per annum determined by the Bank pursuant to the following formula: 3 LIBOR = Base LIBOR 1.00 - Eurodollar Reserve Percentage Notwithstanding the foregoing, if LIBOR shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. As used herein, "Base LIBOR" means, as of any date of determination, the rate of interest per annum determined on the basis of the rate for deposits in U.S. dollars for an interest period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then "Base LIBOR" shall he determined by the Bank to be the arithmetic average of the rate per annum at which deposits in U.S. dollars would be offered by first class banks in the London interbank market to the Bank at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination. Each calculation by the Bank of Base LIBOR shall be conclusive and binding for all purposes, absent manifest error. AS used herein, "Eurodollar Reserve Percentage" means, for any day, the percentage which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City. (b) The following defined terms shall be added to Section 1.01 of the Agreement and shall be inserted in alphabetical order: "Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Authority or the Successor Agency from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. "Bank Agreement" means any credit agreement, liquidity agreement, standby bond purchase agreement, reimbursement agreement, direct purchase agreement (such as a continuing covenant agreement or supplemental bondholder's agreement), bond purchase agreement, or other agreement or instrument (or any amendment, supplement or other modification thereof) under which, directly or indirectly, any Person or Persons undertake(s) to make payment of or provide funds to make, or to purchase or provide credit enhancement for bonds, notes or other obligations of the Authority and/or the Successor Agency payable from and/or secured by Tax Revenues. "Excluded Taxes" means, with respect to the Bank or any Participant, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political 4 subdivision thereof) under the laws of which the Bank or such Participant is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by the State. "Governmental Authority" means the government of the United States of America or any other nation or any political subdivision thereof or any governmental or quasi- governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or European Central Bank), or any arbitrator, mediator or other Person with authority to bind a party at law. "Indemnified Taxes" means Taxes other than Excluded Taxes. "Law" means any treaty or any federal, regional, state and local law, statute, rule, ordinance, regulation, code, license, authorization, decision, injunction, interpretation, order or decree of any court or other Governmental Authority. "OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control. "PATRIOT Act" means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC), the European Union, Her Majesty's Treasury, or other relevant sanctions authority. "Sanctioned Country" means at any time, a country or territory which is itself the subject or target of any Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria). "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions- related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in clauses (a) and (b). "Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. 5 (c) Section 2.07of the Agreement shall be amended by deleting subsections (c) and (d) thereof. (d) Section 2.09 of the Agreement shall be amended by adding the following to the end of said Section: Any and all payments by or on account of any obligation of the Authority or the Successor Agency under any Related Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of the Authority or the Successor Agency, as the case may be) requires the deduction or withholding of any Tax from any such payment by the Authority or the Successor Agency, then the Authority or the Successor Agency, as the case may be, shall be entitled to make such deduction or withholding and shall timely pay the fall amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Authority or the Successor Agency, as the case may be, shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the Bank (or Participant) receives an amount equal to the sum it would have received had no such deduction or withholding been made. The obligations of the Authority and the Successor Agency set forth in this Section 2.09 shall survive the termination of this Agreement. (e) The obligations of the Authority and the Successor Agency set forth in this Section 2.13 shall survive the termination of this Agreement. (f) Section 4.01 of the Agreement shall be amended by adding the following subsection after subsection 4.01(1) and the table of contents shall be amended to reflect the addition of the new Section: (m) Anti-Corruption Laws and Sanctions. None of the Authority or, to the knowledge of the Authority, any of its directors, members, officers or employees or any agent or representative of Authority that will act in any capacity in connection with or benefit from the Letter of Credit or this Agreement, (i) is a Sanctioned Person or currently the subject or target of any Sanctions or (ii) has taken any action, directly or indirectly, that would result in a violation by such Persons of any Anti-Corruption Laws. (g) Section 4.02 of the Agreement shall be amended by adding the following subsection after subsection 4.02(m) and the table of contents shall be amended to reflect the addition of the new Section: (n) Anti-Corruption Laws and Sanctions. None of the Successor Agency or, to the knowledge of the Successor Agency, any of its directors, members, officers or employees or any agent or representative of Successor Agency that will act in any capacity in connection with or benefit from the Letter of Credit or this Agreement, (i) is a Sanctioned Person or currently the subject or target of any Sanctions or (ii) has taken any 6 action, directly or indirectly, that would result in a violation by such Persons of any Anti- Corruption Laws. (h) Section 5.02 of the Agreement shall be amended by adding the following subsection after subsection 5.02(d): (e) Anti-Corruption Laws and Sanctions. The Authority will maintain in effect and enforce policies and procedures designed to ensure compliance by the Authority, its council members, directors, officers, employees and agents with Anti- Corruption Laws and applicable Sanctions. The Authority shall not permit the proceeds of any drawing under the Letter of Credit to be used (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. (i) Section 6.02 of the Agreement shall be amended by adding the following subsection after subsection 6.02(h): (i) Anti-Corruption Laws and Sanctions. The Successor Agency will maintain in effect and enforce policies and procedures designed to ensure compliance by the Successor Agency, its council members, directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Successor Agency shall not permit the proceeds of any drawing under the Letter of Credit to be used (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. 0) Section 8.16 of the Agreement shall be amended and restated in its entirety to read as follows and the table of contents shall be amended to reflect the new caption: SECTION 8.16. GOVERNING LAW; JURISDICTION; ETC. (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) SUBMISSION TO JURISDICTION. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN LOS ANGELES COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED DOCUMENT TO WHICH EACH IS A PARTY, OR FOR 7 RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER RELATED DOCUMENT SHALL AFFECT ANY RIGHT THAT THE BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER RELATED DOCUMENT AGAINST THE AUTHORITY OR THE SUCCESSOR AGENCY OR ANY OF THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. (c) WAIVER OF VENUE. THE AUTHORITY AND THE SUCCESSOR AGENCY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED LOAN DOCUMENT IN ANY COURT REFERRED TO IN SUBSECTION (B) OF THIS SECTION 8.16. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (d) SERVICE OF PROCESS. EACH OF THE AUTHORITY AND THE SUCCESSOR AGENCY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 8.03. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAWS. (e) WAIVER OF RIGHT TO JURY TRIAL., JUDICIAL REFERENCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM. IF AND TO THE EXTENT THAT THE FOREGOING WAIVER OF JURY TRIAL IS UNENFORCEABLE FOR ANY REASON IN SUCH FORUM, EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE ADJUDICATION OF ALL CLAIMS PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, AND THE JUDICIAL REFEREE SHALL BE EMPOWERED TO HEAR AND DETERMINE ALL ISSUES IN SUCH REFERENCE, WHETHER FACT OR LAW. IT IS HEREBY ACKNOWLEDGED THAT THE WAIVER OF A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND THE CONSENT TO 8 JUDICIAL REFERENCE IS A MATERIAL INDUCEMENT FOR THE PARTIES TO EXECUTED AND DELIVER THIS AGREEMENT. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT SUCH WAIVER AND CONSENT HAS BEEN KNOWINGLY AND VOLUNTARILY MADE FOLLOWING CONSULTATION WITH ITS RESPECTIVE LEGAL COUNSEL. (k) Article VIII of the Agreement shall be amended by adding the following Sections after Section 8.18 of the Agreement and the table of contents shall be amended to reflect the addition of the new Sections: SECTION 8.19. Other Agreements. In the event that the Authority or the Successor Agency shall, directly or indirectly, enter into or otherwise consent to any Bank Agreement, or suffer to exist any Bank Agreement, which provides a Person with different or more restrictive covenants, different or additional events of default and/or greater rights and remedies than are provided to the Bank in this Agreement, the Authority and/or the Successor Agency, as the case may be, shall provide the Bank with a copy of each such Bank Agreement and such different or more restrictive covenants, different or additional events of default andJor greater rights and remedies shall automatically be deemed to be incorporated into this Agreement and the Bank shall have the benefits of such different or more restrictive covenants, different or additional events of default and/or greater rights and remedies as if specifically set forth herein. The Authority and the Successor Agency shall promptly enter into an amendment to this Agreement to include different or more restrictive covenants, different or additional events of default and/or greater rights and remedies; provided that the Bank shall have and maintain the benefit of such different or more restrictive covenants, different or additional events of default and/or greater rights and remedies even if the Authority and/or the Successor Agency fails to provide such amendment. SECTION 8.20. Assignment For Collateral. The Bank may assign and pledge, without the consent of the Authority or the Successor Agency, all or any portion of the Authority's and the Successor Agency's obligations to the Bank under this Agreement and the other Related Documents (including Bank Bonds) owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned obligations made by the Authority or the Successor Agency to the Bank in accordance with the terms of this Agreement shall satisfy the Authority's or the Successor Agency's obligations hereunder and under the other Related Documents in respect of such assigned obligation to the extent of such payment. No such assignment shall release the Bank from its obligations hereunder or under the Letter of Credit. SECTION 8.21. USA PATRIOT Act. The Bank hereby notifies each of the Authority and the Successor Agency that pursuant to the requirements of the PATRIOT Act, the Bank is required to obtain, verify and record information that identifies the Authority and the Successor Agency, which information includes the name and address of the Authority and the Successor Agency, and other information that will allow the 9 Bank to identify the Authority and the Successor Agency in accordance with the PATRIOT Act. SECTION 8.22. No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Related Document), each the Authority and the Successor Agency acknowledges and agrees that: (a) (i) the services regarding this Agreement provided by the Bank and any Affiliate thereof are arm's-length commercial transactions between the Authority and the Successor Agency, on the one hand, and the Bank and its Affiliates, on the other hand, (ii) each of the Authority and the Successor Agency has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Authority and the Successor Agency is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Related Documents; (b) (i) the Bank and its Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be, acting as an advisor, agent or fiduciary for the Authority or the Successor Agency and (ii) neither the Bank nor any of its Affiliates has any obligation to the Authority or the Successor Agency with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Related Documents; and (c) the Bank and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Authority or the Successor Agency, and neither the Bank nor any of its Affiliates has any obligation to disclose any of such interests to the Authority or the Successor Agency. To the fullest extent permitted by law, each of the Authority and the Successor Agency hereby waives and releases any claims that it may have against the Bank or any of its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby. 3. Amendment of the Letter of Credit. Promptly following the Amendment Effective Time, the Bank shall execute and cause to be delivered to the Trustee a certificate in the form attached hereto as Exhibit A extending the Stated Termination Date of the Letter of Credit. 4. Representations and Warranties of the Authority. (a) The Authority is a joint powers authority duly organized and existing under the Constitution and laws of the State of California. (b) The Authority Party has the power and authority to execute, deliver and perform this Amendment. (c) The Authority has taken all necessary action to authorize this Amendment, and to execute, deliver and perform its obligations under this Amendment in accordance with its terms. 10 (d) This Amendment has been duly executed and delivered by the Authority, and when executed and delivered by the Bank will be, a legal, valid and binding obligation of the Authority in accordance with its terms, except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) The execution, delivery and performance of this Amendment by the Authority in accordance with its terms does not and will not (i) contravene any organizational documents of the Authority, (ii) require any consent or approval of any person other than those which have been obtained (and not revoked) prior to the Amendment Effective Time, (iii) violate any laws, rules or regulations (including, without limitation, Regulations T, U or X of the Federal Reserve Bank, or any successor regulations), (iv) conflict with, result in a breach of or constitute a default under any contract to which the Authority is a party or by which it or any of its property may be bound or (v) result in or require the creation or imposition of any lien upon or with respect to any property now owned or hereafter acquired by the Authority except such liens, if any, expressly created by any Related Document. (0 There is no action, suit or proceeding, at law or in equity, or before any court, public board, public body or arbitrator pending (or to the knowledge of the Authority, threatened), against the Authority or any officers of the Authority in their respective capacities as such (i) to restrain or enjoin the execution and delivery by the Authority of this Amendment, (ii) in any manner questioning the authority of the Authority to execute, deliver and perform this Amendment or the other Related Documents to which it is a party, or (iii) questioning the validity or enforceability of this Amendment or the other Related Documents to which it is a party. 5. Representations and Warranties of the Successor Agency. (a) The Successor Agency is a public body corporate and politic duly organized and existing under the Constitution and laws of the State of California. (b) The Successor Agency Party has the power and authority to execute, deliver and perform this Amendment. (e) The Successor Agency has taken all necessary action to authorize this Amendment, and to execute, deliver and perform its obligations under this Amendment in accordance with its terms. (d) This Amendment has been duly executed and delivered by the Successor Agency, and when executed and delivered by the Bank will be, a legal, valid and binding obligation of the Successor Agency in accordance with its terms, except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 11 (e) The execution, delivery and performance of this Amendment by the Successor Agency in accordance with its terms does not and will not (i) contravene any organizational documents of the Successor Agency, (ii) require any consent or approval of any person other than those which have been obtained (and not revoked) prior to the Amendment Effective Time, (iii) violate any laws, rules or regulations (including, without limitation, Regulations T, U or X of the Federal Reserve Bank, or any successor regulations), (iv) conflict with, result in a breach of or constitute a default under any contract to which the Successor Agency is a party or by which it or any of its property may be bound or (v) result in or require the creation or imposition of any lien upon or with respect to any property now owned or hereafter acquired by the Successor Agency except such liens, if any, expressly created by any Related Document. (f) There is no action, suit or proceeding, at law or in equity, or before any court, public board, public body or arbitrator pending (or to the knowledge of the Successor Agency, threatened), against the Successor Agency or any officers of the Successor Agency in their respective capacities as such (i) to restrain or enjoin the execution and delivery by the Successor Agency of this Amendment, (ii) in any manner questioning the authority of the Successor Agency to execute, deliver and perform this Amendment or the other Related Documents to which it is a party, or (iii) questioning the validity or enforceability of this Amendment or the other Related Documents to which it is a party. 6. Miscellaneous. (a) Except as expressly modified by this Amendment, the Agreement shall continue to be and remain in full force and effect in accordance with its terms. (b) This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument. (c) This Amendment may be executed by facsimile signature and each such signature shall be treated in all respects as having the same effect as an original signature. (d) THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CHOICE OF LAW RULES. (e) Each Account Party jointly and severally agrees to pay the fees and expenses of counsel to the Bank incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and the documents described herein no later than ten (10) days after the delivery of an invoice therefor. [Remainder of page intentionally left blank] 12 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written. WEST COVINA PUBLIC FINANCING AUTHORITY By: Name: Title: SUCCESSOR AGENCY TO THE FORMER WEST COVINA REDEVELOPMENT AGENCY By: Name: Title: Approved as to Form: Name: Title: -Signature Page- Amendment to Reimbursement Agreement WELLS FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: -Signature Page- Amendment to Reimbursement Agreement EXHIBIT A Amendment To Irrevocable Standby Letter of Credit Number: Amendment Number: Amend Date: BENEFICIARY U.S. BANK NATIONAL ASSOCIATION 633 WEST FIFTH STREET, 24TH FLOOR LOS ANGELES, CA 90071 ATTN: CORPORATE TRUST SERVICES NZS668499 002 [0 ], 2015 APPLICANT WEST COVINA PUBLIC FINANCING AUTHORITY AND THE SUCCESSOR AGENCY OF THE FORMER WEST COVINA REDEVELOPMENT AGENCY 1444 WEST GARVEY AVE SOUTH WEST COVINA, CA 91790 LADIES AND GENTLEMEN: AT THE REQUEST AND FOR THE ACCOUNT OF THE ABOVE REFERENCED APPLICANT, WE HEREBY AMEND OUR IRREVOCABLE STANDBY LETTER OF CREDIT (THE "WELLS CREDIT") IN YOUR FAVOR AS FOLLOWS: THE THIRD PARAGRAPH OF PAGE ONE OF OUR LETTER OF CREDIT DATED OCTOBER 13, 2010 IS NOW TO READ: THIS LETTER OF CREDIT EXPIRES AT THE PRESENTATION OFFICE ON [•] OR, IF SUCH DATE IS NOT A BUSINESS DAY, THEN ON THE FIRST (1) SUCCEEDING BUSINESS DAY THEREAFTER (THE "EXPIRATION DATE"). ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. THIS AMENDMENT IS TO BE ATTACHED TO THE ORIGINAL WELLS CREDIT AND IS AN INTEGRAL PART THEREOF. Very Truly Yours, WELLS FARGO BANK, N.A. By: The original of the Letter of Credit contains an embossed seal over the Authorized Signature. Please direct any written correspondence or inquiries regarding this Letter of Credit, always quoting our reference number, to Wells Fargo Bank, National Association, Attn: U.S. Standby Trade Services at either Or One Front Street 401 Linden Street MAC A0195-212 MAC D4004-017 San Francisco, CA 94111 Winston-Salem, NC 27101 Exhibit A to Amendment to Reimbursement Agreement Phone inquiries regarding this credit should be directed to our Standby Customer Connection Professionals 1-800-798-2815 Option 1 1-800-776-3862 Option 2 (Hours of Operation: 8:00 a.m. PT to 5:00 p.m. PT) (Hours of Operation: 8:00 a.m. EST to 5:30 p.m. EST) Exhibit A to Amendment to Reimbursement Agreement