Resolution - 2012-36RESOLUTION NO.2012-36
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST
COVINA; CALIFORNIA, AUTHORIZING THE EXECUTION AND
DELIVERY BY THE CITY OF A CONTINUING COVENANT
AGREEMENT IN CONNECTION WITH THE REMARKETING AND
PLACEMENT OF THE WEST COVINA PUBLIC FINANCING
AUTHORITY VARIABLE RATE LEASE REVENUE REFUNDING
BONDS, 2002 SERIES B (PUBLIC FACILITIES PROJECT) AND
VARIABLE RATE LEASE REVENUE REFUNDING BONDS, 2005
SERIES C (PUBLIC FACILITIES PROJECT) AND THE TAKING OF
CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH
NOW, THEREFORE, BE IT RESOLVED by the City Council (the "City Council") of
the City of West Covina (the "City") as follows:
WHEREAS, the City and the West Covina Community Development Commission, as
successor to the Redevelopment Agency of the City of West Covina (the "Commission") have
heretofore entered into a Joint Exercise of Powers Agreement establishing the West Covina
Public Financing (the "Authority") for the purpose, among others, of issuing its bonds to be used
to provide financial assistance to the City and the Commission; and
WHEREAS, the Authority has previously issued $19,205,000 aggregate principal
amount of West Covina Public Financing Authority Variable Rate Lease Revenue Refunding
Bonds, 2002 Series B (Public Facilities Project) (the "2002 Bonds") and its $2,735,000 Variable
Rate Lease Revenue Refunding Bonds, 2005 Series C (Public Facilities Project) (the "2005
Bonds" and, together with the 2002 Bonds, the "Bonds") in order to assist the City in the
financing of the acquisition, construction and equipping of certain public capital improvements
within the City; and
WHEREAS, the 2002 Bonds were issued pursuant to an Indenture, dated as of June 1,
2002 (the "Indenture"), by and between the Authority and U.S. Bank National Association, a
national banking association organized and existing under the laws of the United States, as
Trustee (the "Trustee"); and
WHEREAS, the 2005 Bonds were issued pursuant to a First Supplement to Indenture,
dated as of September 1, 2005 (the "First Supplement" and, together with the Indenture, the
"Original Indenture"), by and between the Authority and Trustee; and
WHEREAS, the Bonds were executed and delivered as variable rate obligations
supported by a direct pay letter of credit (the "Letter of Credit") delivered pursuant to a
reimbursement agreement, dated as of June 1, 2002, by and between the City and Union Bank of
California, N.A.;
WHEREAS, the Letter of Credit is scheduled to expire on June 26, 2012, and the City
does not intend to cause the delivery of a substitute letter of credit to support the Bonds; and
WHEREAS, the Authority intends to remarket the Bonds to Wells Fargo Bank, National
Association (the "Bank"), and the Bank will purchase and hold the Bonds pursuant to a
Continuing Covenant Agreement, dated as of June 1, 2012 (the "Continuing Covenant
Agreement"), by and between the City and the Bank; and
WHEREAS, the Authority, to accommodate such purchase by the Bank, desires to
deliver an Amended and Restated Indenture, dated as of June 1, 2012 (the "Amended and
Restated Indenture"), by and between the Authority and the Trustee; and
WHEREAS, there have been prepared and submitted to this meeting the form of the
Continuing Covenant Agreement and the Amended and Restated Indenture;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West
Covina (the "City Council") as follows:
Section 1. The City Council authorizes the remarketing and placement of the Bonds
to the Bank at a price of 100% of the principal amount of the Bonds in accordance with the
Resolution No. 2012-36
Page 2
Continuing Covenant Agreement and authorizes the payment of the fees and expenses of the
consultants of the Authority and the Bank relating to the remarketing and placement of the
Bonds.
Section 2. The Continuing Covenant 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
Mayor, the City Manager, the Assistant City Manager and the Controller (the "Authorized
Officers") are hereby authorized and directed, for and in the name of the City, to execute and
deliver.the Continuing Covenant Agreement in substantially the form presented to this meeting,
with such changes, insertions and omissions as the such officer executing the same may require
or approve, such requirement or approval to be conclusively evidenced by the execution of the
Continuing Covenant Agreement by such officer.
Section 3. The Amended and Restated Indenture, in substantially the form submitted
to this meeting and made a part hereof as though set forth in full herein, be and the same is
hereby approved. The Authorized Officers are, and each of them is, hereby authorized and
directed, for and in the name of the City, to execute and deliver the Amended and Restated
Indenture 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 Amended and
Restated Indenture by such Authorized Officer.
Section 4. Pursuant to Section 5922 of the Government Code of the State of
California, the City Council hereby finds and determines that the Continuing Covenant
Agreement is designed to reduce the amount or duration of payment, rate, spread or similar risk
or result in a lower cost of borrowing when used in combination with the Bonds.
Section 5. The Mayor, the City Manager, the Assistant City Manager and the
Controller or any member of the City Council, is hereby authorized and directed to execute and
deliver any and all documents and instruments and to do and cause to be done any and all acts
and things necessary or proper for carrying out the transactions contemplated by this Resolution.
Section 6. This Resolution shall take effect from and after its passage and approval.
Section 7. The City Clerk shall certify to the adoption of this Resolution.
APPROVED AND ADOPTED on this 15th day of May, 2012.
ATT ST _ M yor Michael Touhey
L
City Clerk La rie Carrico".
I, LAURIE CARRICO, CITY CLERK of the City of West Covina, California, do hereby certify
that the foregoing resolution was duly adopted by the City Council of the City of West Covina, .
California, at a regular meeting held thereof on the 15th day of May, 2012 by the following vote
of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN
Herfert, Sanderson, Sotelo, Sykes, Touhey
None,
None Y7s:.
None
City Clerk Laurie Carrico-
APPR VED AS TO FORM:
City Attorney ' old Alvarez-Glasman