Resolution - 2016-33RESOLUTION NO. 2016-33
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST
COVINA AUTHORIZING THE EXECUTION AND DELIVERY BY THE
CITY OF A FIRST AMENDMENT TO CONTINUING COVENANT
AGREEMENT AND CONSENTING TO THE DELIVERY OF A FIRST
SUPPLEMENTAL INDENTURE, EACH RELATING TO 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
WHEREAS, the City of West Covina (the "City") and the West Covina Community
Development Commission, which has been succeeded by the Successor Agency to the former
West Covina Redevelopment 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 financial assistance to the City;
and
WHEREAS, the Authority has previously issued its $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 refinancing 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, 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, by and between the Authority and Trustee; and
WHEREAS, the Bonds were remarketed and sold to Wells Fargo Bank, National
Association (the `Bank") pursuant to a Continuing Covenant Agreement, dated as of June 1, 2012
(the "Continuing Covenant Agreement'), by and among the City, the Authority and the Bank; and
WHEREAS, the Authority, to accommodate such purchase by the Bank, delivered an
Amended and Restated Indenture, dated as of June 1, 2012 (the "Indenture"), by and between the
Authority and the Trustee; and
WHEREAS, the Bank remains the registered owner of the Bonds; and
WHEREAS, pursuant to the terms of the Indenture, the Bonds would be subject to
mandatory tender on May 31, 2016, and on such date, the Bonds would be tendered by the Bank
to the Authority; and
WHEREAS, the City and the Authority now desire to extend such date of mandatory
tender from May 31, 2016 to April 30, 2017, during which time the Bank or its permitted assigns
will continue to own the Bonds; and
WHEREAS, to effect such extension and to induce the Bank to agree to such extension,
the City and the Authority, as applicable, desire to enter into a First Amendment to Continuing
Covenant Agreement, to be dated as of June 1, 2016 (the "First Amendment to Continuing
Covenant Agreement"), by and among the City, the Authority and the Bank, and a First
Supplemental Indenture to Amended and Restated Indenture, to be dated as of June 1, 2016 (the
"First Supplemental Indenture"), supplementing the terms of the Indenture, to be entered into by
the Authority and the Trustee, and consented to by the City and the Bank; and
WHEREAS, there have been prepared and submitted to this meeting the forms of the First
Amendment to Continuing Covenant Agreement and the First Supplemental Indenture; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West
Covina (the "City Council") as follows:
SECTION 1. The foregoing recitals are true and correct.
SECTION 2. The First Amendment to Continuing Covenant Agreement, in substantially
the form submitted to this meeting and made a part hereof as though set forth in fill herein, is
hereby approved. The Mayor, the City Manager and the Finance Director, and any designee thereof
(the "Authorized Officers"), are hereby authorized and directed, for and in the name of the City,
to execute and deliver the First Amendment to 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 First Amendment to Continuing Covenant Agreement by such
Authorized Officer.
SECTION 3. The First Supplemental indenture, in substantially the form submitted to
this meeting and made a part hereof as though set forth in full herein, 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 consent to the terms of the First Supplemental Indenture in substantially the form
presented to this meeting, with such changes, insertions and omissions as the Authorized Officer
consenting to the same may require or approve, such requirement or approval to be conclusively
evidenced by the consent to the terms of the First Supplemental Indenture by such Authorized
Officer.
SECTION 4. The Authorized Officers are, and each of them hereby is, 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 5. This Resolution shall take effect immediately upon its adoption.
SECTION 6. The City Clerk shall certify to the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED on this 19d' day of April, 2016.
APPROVED AS TO FORM:
Kimberl all Barlow
City Attorney
Q4r< -
s Toma
yor
ATTEST:
Nickolas S. Lewis
City Clerk ,
I, HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the
City of West Covina, California, at a regular meeting thereof on the 191h day of April, 2016, by the
following vote of City Council:
AYES: Johnson, Spence, Warshaw, Wu, Toma
NOES: None
ABSENT: None
ABSTAIN: None
Nickolas S. Lei is
City Clerk