Resolution - 2019-031:7_*10*11M CI]►!►`CIx31JL31k.'
A RESOLUTION OF THE SUCCESSOR AGENCY OF THE
WEST COVINA REDEVELOPMENT AGENCY
APPROVING AN ASSIGNMENT AGREEMENT RELATING
TO THE ASSIGNMENT OF THE COLLATERALIZED
INVESTMENT AGREEMENT AND RELATED CUSTODIAL
AGREEMENT ENTERED INTO IN CONNECTION WITH
THE ISSUANCE OF THE REDEVELOPMENT AGENCY OF
THE CITY OF WEST COVINA COMMUNITY FACILITIES
DISTRICT NO. 1989-1 (FASHION PLAZA) 1996 SPECIAL
TAX REFUNDING BONDS AND THE TAKING OF
CERTAIN ACTIONS IN CONNECTION THEREWITH
WHEREAS, there has previously been issued the $51,220,000 aggregate principal
amount of Redevelopment Agency of the City of West Covina Community Facilities District No.
1989-1 (Fashion Plaza) 1996 Special Tax Refunding Bonds (the "1996 Bonds") and in
connection with the issuance of the 1996 Bonds, the Redevelopment Agency of the City of West
Covina (the "Predecessor Agency") acknowledged and agreed to the execution of a
Collateralized Investment Agreement, dated as of August 7, 1996, as previously amended (the
"Investment Agreement'), by and among the U.S. Bank National Association ("U.S. Bank"), as
successor to U.S. Bank Trust National Association, originally named First Trust of California,
National Association, as fiscal agent, Wells Fargo Bank, National Association ("Wells Fargo'),
as successor to Norwest Bank Minnesota, National Association, as custodian and Portigon AG
("Portigon") (f/k/a West LB AG, itself being the legal successor of Westdeutsche Landesbank
Girozentrale), as the seller of certain securities described therein, for purposes of funding and
maintaining a reserve for the 1996 Bonds;
WHEREAS, in connection with the Investment Agreement, the parties thereto
entered into a Custodial Agreement (the "Custody Agreement' and, collectively with the
Investment Agreement, the "Prior Agreements");
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
ABxl 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 Redevelopment Agency of the City of West Covina (the "Successor Agency") (the
"Successor Agency") were transferred to the Successor Agency pursuant to ABxl 26 on
February 1, 2012;
WHEREAS, the Successor Agency, U.S. Bank and Portigon now desire to remove
Wells Fargo as custodian and wish to appoint U.S. Bank to serve as successor custodian;
WHEREAS, each of the Successor Agency, U.S. Bank and Portigon intends to take
all necessary steps to replace Wells Fargo with U.S. Bank as custodian;
WHEREAS, the Successor Agency has been notified by Portigon that the
Successor Agency is required to find a replacement party to replace Portigon as a party to the
Investment Agreement;
WHEREAS, Bank of America, N.A. ("BANA"), has been identified as a potential
replacement party for Portigon; and in order to replace Portion with BANA, the Successor
Agency intends to consent to and accept an Assignment Agreement (the "Assignment
Agreement") among Portigon, BANA and U.S. Bank, pursuant to which Portigon will transfer all
of its rights and obligations under the Prior Agreements to BANA and BANA will replace
Portigon as a parry to the Prior Agreements;
WHEREAS, the Successor Agency has reviewed the Assignment Agreement
which is on file with the secretary of the Successor Agency;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST
COVINA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:
SECTION 1. Approval of Recitals. All of the recitals herein contained are
true and correct and the Successor Agency so finds.
SECTION 2. Approval of the Assignment Agreement. The Assignment
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 of the Executive Director (each an "Authorized Officer") are, and each of them is,
hereby authorized and directed, for and in the name of the Successor Agency, to consent to and
accept the Assignment 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 consent and
acceptance of the Assignment Agreement by such Authorized Officer.
SECTION 3. Further Authorization. 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 the Assignment Agreement and
the transactions contemplated therein and by this Resolution, including the execution of any
necessary documentation to appoint U.S. Bank National Association, as successor custodian to
Wells Fargo Bank, National Association pursuant to the Investment Agreement.
SECTION 4. Effective Date. This Resolution -shall take effect immediately
upon its adoption.
SECTION 5. Certification. The Secretary of the Successor Agency shall certify
the adoption of this Resolution.
PASSED, APPROVED, AND ADOPTED this 15a day of January 2019.
APPROVED AS TO FORM
Scott E. Porter
City Attorney
L y�on
Chairman
ATTEST
NickolasS. Lewis
Secretary, _ --
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 151h day of
January 2019 by the following vote of the City Council:
AYES: LOPEZ VIADO,CASTELLANOS,WU,JOHNSON
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
Nickolas-S. -Lewis
Secretary.