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Resolution - 2020-72RESOLUTION NO.2020-72 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, APPROVING THE ISSUANCE OF LEASE REVENUE BONDS, 2020 SERIES A (FEDERALLY TAXABLE) BY THE WEST COVINA PUBLIC FINANCING AUTHORITY; AUTHORIZING AND APPROVING A SITE AND FACHJTY LEASE, A LEASE AGREEMENT, A PRELIMINARY OFFICIAL STATEMENT, A BOND PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING CERTAIN PROFESSIONALS; RESCISSION OF RESOLUTION RELATING TO PENSION OBLIGATION BONDS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of West Covina, California (the "City") and the West Covina Housing Authority, have previously entered into a Joint Exercise of Powers Agreement, dated as of June 1, 1990, as amended from time to time, establishing the West Covina Public Financing Authority (the "Authority") for the purpose of assisting the City by issuing bonds and other obligations for authorized purposes; and WHEREAS, the City is obligated by the Public Employees' Retirement Law, commencing with Section 20000 of the Government Code of the State of California, as amended (the "Retirement Law), to make payments relating to pension benefits accruing to the California Public Employees' Retirement System's ("CaIPERS") members, including the City; and WHEREAS, the City is obligated specifically to make certain payments to CaIPERS in respect of current and retired public safety employees and miscellaneous employees under the pension programs of CaIPERS that amortize such obligations over a fixed period of time, including normal costs (collectively, the "CaIPERS Obligation"); and WHEREAS, the Pension Obligation is evidenced by a contract or contracts with CaIPERS with respect to public safety employees and miscellaneous employees of the City, as heretofore and hereafter amended fiom time to time (collectively, the "CaIPERS Contract"); and WHEREAS, the City desires that the Authority issue its Lease Revenue Bonds, 2020 Series A (Federally Taxable) (the "2020A Bonds") for the purposes of funding: (i) all or a portion of its CaIPERS Obligation, including normal costs; (ii) working capital for the City; (iii) a reserve for the 2020A Bonds; and (iv) costs of issuing the 2020A Bonds; and WHEREAS, the 2020A Bonds are to be issued pursuant to an Indenture (the "Indenture"), by and between the Authority and a trustee to be named therein (the "Trustee"), and pursuant to 100576846.3 the Marks -Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"); and WHEREAS, it is proposed that the City and the Authority enter into a Site and Facility Lease (the "Site Lease"), by and between the City and the Authority, the proposed form of which is on file with the Secretary of the Authority, pursuant to which the City will lease property of the City as an Authorized Representative of the City shall designate (the "Leased Property") to the Authority; and WHEREAS, it is proposed that the City and the Authority enter into a Lease Agreement (the "Lease"), by and between the Authority and the City, pursuant to which City will lease the Leased Property from the Authority, the proposed form of which is on file with the Secretary of the Authority; and WHEREAS, under the Lease, the City will be obligated to make lease payments to the Authority which the Authority will use to pay debt service on the 2020A Bonds; and WHEREAS, it is proposed that the City and the Authority deliver a Preliminary Official Statement and final Official Statement in connection with the marketing and sale of the 2020A Bonds; and WHEREAS, itis proposed that the City andthe Authority enter into a Bond Purchase Agreement (the "Bond Purchase Agreement"), by and between the Authority and the City in connection with the sale of the 2020A Bonds; and WHEREAS, itisproposed that the City execute and deliver a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"), by and between the City and a dissemination agent named therein in connection with the sale of the 2020A Bonds; and WHEREAS, there have been presented at this meeting the proposed forms of the following documents: a) the Site Lease; b) the Lease; c) the Preliminary Official Statement; d) the Bond Purchase Agreement; and e) the Continuing Disclosure Agreement. WHEREAS, the City Council has reviewed the above -referenced documents related to the issuance of the 2020A Bonds, which documents are on filewiththe City Clerk of the City of West Covina; and WHEREAS, the City Council desires to rescind its Resolution No. 2020-08. 100576846.3 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES HEREBY DETERMINE, FIND, AND RESOLVE AS FOLLOWS: SECTION 1. The City Council hereby finds and determines that the foregoing recitals are true and correct. SECTION 2. The City Council hereby finds and determines that the issuance of the 2020A Bonds will result insignificant public benefits within the contemplation of Section 6586 of the Act. SECTION 3. The City Council hereby approves the issuance by the Authority of the 2020A Bonds. The 2020A Bonds are hereby approved for the purposes of funding: (i) all or a portion of its CalPERS Obligation, including normal costs; (ii) working capital for the City; (iii) a reserve for the 2020A Bonds; and (iv) costs of issuing the 2020A Bonds. SECTION 4. The Site Lease, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any one of the City Manager, the Assistant City Manager, the Mayor of the City, or their respective designees (each, an "Authorized Representative"), is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Site Lease in substantially the form on file, with such revisions, amendments and completions as may be approved by the Authorized Representative executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by the execution and delivery thereof, and the City Clerk is hereby authorized to attest to such execution. Any Authorized Representative is hereby authorized to designate Leased Property under the Site Lease. SECTION 5. The Lease, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any Authorized Representative is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Lease in substantially the form on file, with such revisions, amendments and completions as may be approved by the Authorized Representative executing the same, subject to the provisions of this Resolution, such approval to be conclusively evidenced by the execution and delivery thereof, and the City Clerk is hereby authorized to attest to such execution. SECTION 6. The proposed form of Preliminary Official Statement with respect to the issuance of the Bonds, substantially in the form on file with the City Clerk, is hereby approved, with such revisions, amendments and completions as shall be approved by an Authorized Representative with the advice of Disclosure Counsel, in order to make the Preliminary Official Statement final as of its date, except for the omission of certain information, as permitted by Section 240.15c2-12(b)(1)ofTitle 17 of the Code of Federal Regulations C `Rule 150-12"), and any certificate relating to the finality of the Preliminary Official Statement under Rule 15c2-12. Any Authorized Representative is hereby authorized and directed to execute and deliver a final Official Statement in the form of the Preliminary Official Statement, with such additions and changes as may be approved by any Authorized Representative executing the same, such approval to be conclusively evidenced by the execution and delivery thereof. 100576846.3 SECTION 7. The proposed form of Bond Purchase Agreement, on file with the City Clerk, is hereby approved. Any Authorized Representative is hereby authorized and directed, for and on behalf of the Authority with the advice of Bond Counsel, to execute and deliver the Bond Purchase Agreement, substantially in the form on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto (including, but not limited to changes, deletions and additions as may be required) as such Authorized Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided, that the principal amount of the 2020A Bonds shall not exceed $205,000,000, the true interest costs for the 2020A Bonds shall not exceed 5.80%, the underwriter's discount shall not exceed 0.318% of the principal amount of the Bonds and the final maturity of the Bonds shall not exceed 25 years. SECTION 8. The proposed form of Continuing Disclosure Agreement, on filewith the City Clerk, is hereby approved. Any Authorized Representative is hereby authorized and directed for and on behalf of the City, to execute and deliver the Continuing Disclosure Agreement, substantially in the form on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto (including, but not limited to changes, deletions and additions as may be required) as such Authorized Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the Continuing Disclosure Agreement. SECTION 9. The City Council hereby approves the appointment of (a) Norton Rose Fulbright US LLP to perform Bond Counsel and Disclosure Counsel services; (b) Wolf & Company Inc. and NHA Advisors LLC, to perform Co -Municipal Advisor services; and (c) Hilltop Securities Inc., to serve as Underwriter. The City Manager is hereby authorized and directed to execute or amend existing services agreements with these financing team members. SECTION 10. Each Authorized Representative, the City Clerk and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, with the concurrence of the City Attorney, to do any and all things and take any and all other actions, including the publication of any notices necessary or desirable in connection with the sale of the 2020A Bonds, procurement of municipal bond insurance and/or a reserve surety, and execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, terminations, warrants and other documents, which they, or any of them, deem necessary or advisable to consummate the lawful issuance and sale of the 2020A Bonds and the consummation of the transactions as described herein. SECTION 11. All actions heretofore taken by any Authorized Representative or any officer, employee or agent of the City with respect to the issuance, delivery and sale of the 2020A Bonds or in connection with or related to any of the agreements referred to herein, are hereby approved, confirmed andratified. SECTION 12. The City Council hereby rescinds its Resolution No. 2020-08, adopted on February 4, 2020. SECTION 13. The City Clerk shall certify to the adoption of this Resolution and shall enter the same in the book of original resolutions and it shall become effective immediately. 100576846.3 APPROVED AND ADOPTED this 7th day of July, 2 0 2 APPROVED AS TO FORM Thdmah P. Du City Attorney Tony Wu Mayor / ATTEST � Lisa She ' C Assistant ty Clerk I, LISA SHERRICK, ASSISTANT CITY CLERIC of the City of West Covina, California, do hereby certify that the foregoing ResolutlonNo. 2020-72 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 7th day of July, 2020, by the following vote of the City Council: AYES: Castellanos, Johnson, Lopez-Viado, Wu NOES: Shewmaker ABSENT: None ABSTAIN: None Lisa Sheik Assist- ity Clerk 100576846.3