Resolution - 2012-35RESOLUTION NO.2012-35
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST
COVINA, CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE
OF 2012-13 TAX AND REVENUE ANTICIPATION NOTES,
AUTHORIZING THE FORMS AND AUTHORIZING THE EXECUTION
AND DELIVERY OF AN OFFICIAL STATEMENT, A NOTE PURCHASE
CONTRACT, AND A CONTINUING DISCLOSURE CERTIFICATE, AND
AUTHORIZING THE TAKING OF NECESSARY ACTIONS AND THE
EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES
RELATING TO SUCH NOTES
WHEREAS, California cities are authorized by Sections 53850 et seq. of the California
Government Code to borrow money by the issuance of temporary notes; and
WHEREAS, this City Council (the "City Council") of the City of West Covina,
California (the "City") has found and determined that a sum not to exceed $10,000,000 is needed
to satisfy obligations payable during or allocable to the Fiscal Year 2012-13 from the General
Fund of the City, and that it is necessary that said such sum be borrowed for such purpose at this
time by the issuance of temporary notes in anticipation of the receipt of taxes, income, revenue,
cash receipts and other monies by the City for the General Fund of the City during or allocable to
Fiscal Year 2012-13; and
WHEREAS, this City Council hereby finds and determines, that such principal amount,,
when added to the interest payable thereon, does not exceed 85% of the estimated amount of the
uncollected taxes, income, revenue, cash receipts and other monies which will be received by the
City for the General Fund of the City during or allocable to Fiscal Year 2012-13 and which will
be available for the payment of the principal of and interest on the Notes (as defined below); and
WHEREAS, no money has heretofore been borrowed by or on behalf of the City through
the issuance of tax anticipation notes or temporary notes in anticipation of the receipt of, or
payable from or secured by, taxes, income, revenue, cash receipts or other monies to be received
by the City for the General Fund of the City during or allocable to Fiscal Year 2012-13, and this
City Council does not contemplate such a financing through the issuance of any temporary notes,
other than its Notes as herein requested to be issued; and
WHEREAS, pursuant to Section 53856 of the California Government Code, certain
taxes, income, revenue, cash receipts and other monies which will be received by the City for the
General Fund of the City during or allocable to Fiscal Year 2012-13 may be pledged for the
payment of the Notes and the interest thereon (as hereinafter provided); and
WHEREAS, there have been submitted to this City Council, and are now on file with the
City Clerk, forms of a Note Purchase Contract, a Preliminary Official Statement and a
Continuing Disclosure Certificate with respect to the Notes; and
WHEREAS, the City desires to engage and select Wells Fargo Securities (Wells Fargo
Securities is the trade name for certain capital markets and investment banking services of Wells
Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association) as the
underwriter (the "Underwriter") of the Notes; and
WHEREAS, the City desires to employ a financial advisor to advise the City on the
structuring, sale and issuance of the Notes and to prepare the Official Statement; and
WHEREAS, there has been submitted to the City and is on .file with the City Clerk the
proposed form 'of agreement with Harrell & Company Advisors, LLC for financial advisory
services; and
WHEREAS, it will be necessary for the City to employ bond and disclosure counsel and
to incur costs and expenses in preparing the proceedings for the sale and issuance of the Notes;
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Resolution No. 2012-35
WHEREAS, there has been submitted to the City and is on file with the City Clerk the
proposed form of agreement with Fulbright & Jaworski L.L.P. for bond counsel and disclosure
counsel services; and
WHEREAS, the City has full legal right, power and authority under the Constitution and
the laws of the State of California to enter into the transactions hereinafter authorized;
NOW THEREFORE, the City Council of the City of West Covina, California hereby
RESOLVES, DETERMINES AND ORDERS, as follows:
Section 1. Recitals True and Correct. All the above recitals are true and correct.
Section 2. Authorization of Notes. Solely for the purpose of anticipating taxes, income,
revenue, cash receipts and other monies to be received by the City for the General Fund of the
City (the "General Fund") during or allocable to Fiscal Year 2012-13, and not pursuant to any
common plan of financing, the City hereby determines to and shall issue not to exceed
$10,000,000 principal amount of temporary notes pursuant to Sections 53850 et seq. of the
California Government Code. Such notes shall be designated the "City of West Covina,
California 2012-13 Tax and Revenue Anticipation Notes" (the "Notes").
Section 3. Amount of Borrowing. The aggregate principal amount of the Notes shall be
no greater than the amount recited in Section 2 hereof, or such lesser amount as to which
Fulbright & Jaworski L.L.P., Los Angeles, California, herein appointed as bond counsel and
disclosure counsel to the City with respect to the Notes, will deliver an approving opinion
regarding the exclusion from gross income for federal income tax purposes of interest thereon.
The aggregate principal amount of the Notes so determined upon the sale of the Notes shall be
specified in the Note Purchase Contract.
Section 4. Terms of Notes. The Notes shall be dated the date of their delivery. The
Notes shall mature on a date which is no more than 13 months subsequent to their date of
delivery, which date shall be determined at the time of sale thereof and set forth in the Note
Purchase Contract. The Notes shall bear interest commencing on the date thereof, computed on
the basis of a 360-day year consisting of twelve 30-day months, at the rate determined at the time
of sale or placement thereof and set forth in the Note Purchase Contract (the "Sale Document"),
which rate shall not result in a true interest cost in excess of 0.8% per annum. The principal of
and interest on the Notes shall be payable as described in Section 5 hereof. The Notes shall be
issued in fully registered form in denominations of $5,000 principal amount or any integral
multiple thereof.
Section 5. Payment of Notes, Pledge of Revenues, Repayment Fund.
(a) Payment of Principal and Interest. The principal amount of the Notes shall be
payable only at the maturity thereof, without the option of prior redemption. Interest on the
Notes shall be payable on a date which is not later than 365 days following the date of issuance
of the Notes, as shall be specified in the Sale Document, and at the maturity of the Notes. If it is
determined by the City and specified in the Sale Document that the Notes shall mature within
365 days of their date of issuance, the Sale Document may provide that interest is to be paid only
at maturity of the Notes. The principal of and the interest on the Notes shall be payable in lawful
money of the United States of America to the registered owners of the Notes, as shown on the
registration books required to be maintained by the Paying Agent (as defined in Section 7
hereof), pursuant to Section 7(c) hereof.
Interest due prior to the maturity of the Notes shall be payable to the registered owners of
the Notes as of the close of business on the 15th day of the month preceding the interest payment
date (the "Record Date"), by check mailed by the Paying Agent to such registered owners at their
respective addresses shown in the registration books. Payment of said interest shall be made in
immediately available funds (e.g., by wire transfer) to an account within the United States of
America to any owner of at least one million dollars ($1,000,000) aggregate principal amount of
outstanding Notes who shall have requested in writing such method of payment of interest prior
to the close of business on the Record Date.
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Resolution No. 2012-35
Principal and interest due at maturity shall be paid to the registered owners only upon
surrender of the Notes at the principal corporate trust office of the Paying Agent (as defined in
Section 7 hereof). No interest shall be payable on any Notes for any period after maturity of the
Notes during which the registered owner thereof fails to properly present said Notes for payment.
(b) Pledge of Unrestricted Revenues. The principal of and interest on the Notes shall
be payable from taxes, income, revenue, cash receipts and other monies which are received by
the City for or allocable to the General Fund for the Fiscal Year 2012-13 and which are lawfully
available for the payment of current expenses and other obligations of the City (the "Unrestricted
Revenues").
As security for the payment of the principal of and interest on the Notes, the City hereby
pledges and covenants to deposit in trust in a special fund designated as the "City of West
Covina 2012-13 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment
Fund"), such amounts as shall be necessary to provide for payment of all such principal and
interest when due, on the dates and in the amounts, or in the proportions of the total amount due,
as shall be specified in the Sale Document, from the first Unrestricted Revenues received by the
City in each period specified in the Sale Document.
Each of the Controller of the City (the "Controller"), the City Manager of the City, the
Finance Director of the City, and the Assistant City Manager of the City (each, an "Authorized
Officer") is hereby authorized to determine the deposit proportions and times for the deposit
thereof as is deemed to be in the best interests of the City, and to specify said deposit amounts or
proportions and deposit times in the Sale Document, provided that no more than five such
deposits shall be required to be made and the latest deposit shall be no later than June 27, 2013,
and the sum of such required deposits shall equal the total principal of plus interest due on the
Notes.
The amounts pledged by the City for deposit into the Repayment Fund from the
Unrestricted Revenues received during each indicated period are hereinafter called the "Pledged
Revenues," and the principal of and the interest on the Notes shall constitute a first lien and
charge thereon and shall be payable therefrom, and to the extent not so paid shall be paid from
any other money of the City lawfully available therefor.
(c) Other Pledged Monies. If there have been insufficient Unrestricted Revenues
received by the City by the third business day prior to the end of any period in which a deposit in
the Repayment Fund is required to be made to permit the deposit into the Repayment Fund of the
full amount of the Pledged Revenues required to be deposited with respect to such period, then
the amount of any deficiency in the Repayment Fund shall be satisfied and made up from any
other monies of the City lawfully available for the payment of the principal of the Notes and the
interest thereon (all as provided in Sections 53856 and 53857 of the California Government
Code) (the "Other Pledged Monies") on such date or thereafter on a daily basis, when and as
such Other Pledged Monies are received by the City.
(d) Repayment Fund. All Pledged Revenues, and any other deposits required to be
made into the Repayment Fund, shall, when received, be deposited in the Repayment Fund. All
monies in the Repayment Fund shall be invested as provided in Section 11 hereof.
The Controller, as Fiscal Agent, shall create and hold the Repayment Fund. Any money
placed in the Repayment Fund shall be held in trust by the Fiscal Agent for the benefit of the
registered owners of the Notes, and until the principal of the Notes and all interest thereon are
paid or until provision has been made for the payment of the principal of the Notes at maturity
with interest to maturity, the money in the Repayment Fund shall be applied only for the
purposes for which the Repayment Fund is created.
On any date that interest is due on the Notes and on the date of maturity of the Notes, the
money in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and
interest on the Notes. Any money remaining in or accruing to the Repayment Fund after the
principal of the Notes and the interest thereon have been paid, or provision for such payment has
been made, shall be transferred to the General Fund.
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Resolution No. 2012-35
Section 6. Form and Execution of Notes. The Notes shall be issued without coupons and
shall be substantially in the form and substance set forth in Exhibit A attached hereto and by
reference incorporated herein. The Controller is hereby authorized to cause the blank spaces of
the Notes to be filled in accordance with the terms of the Notes specified in the Sale Document
and as the Controller may otherwise deem to be appropriate. Each Authorized Officer is hereby
authorized to execute the Notes by manual or facsimile signature, and the City Clerk, the
Assistant City Clerk, or a duly appointed deputy is hereby authorized to countersign the Notes by
manual or facsimile signature. The Notes shall be authenticated by the manual signature of a
duly. authorized officer of the Paying Agent.
Section 7. Paving Agent.
(a) Appointment. The Controller is hereby appointed and authorized and directed to
act as the initial paying agent, registrar and transfer agent (in such capacity, the "Paying Agent")
for the City with respect to the Notes. Unless otherwise specifically noted, at any time that the
Controller is Paying Agent hereunder, any reference herein to "the City and the Paying Agent'
shall mean "the City" or "the Controller," as appropriate.
The Controller is hereby authorized to appoint a successor Paying Agent and/or Fiscal
Agent, which shall be a bank or trust company doing business in and having a corporate trust
office in San Francisco or Los Angeles, California, with at least $75,000,000 in net assets, and
the Controller is authorized to enter into a services agreement with such institution in form and
substance acceptable to the Controller and to the City Attorney.
(b) Principal Corporate Trust Office. Unless otherwise specifically noted, any
reference herein to the "office" or the "principal corporate trust office" of the Paying Agent shall
mean for all purposes the office of the Controller; provided, that in any case "principal corporate
trust office" shall mean any other place designated by the Paying Agent for a particular purpose,
and shall include the principal corporate trust office or other designated office of any successor
paying agent.
(c) Registration Books. The Paying Agent will keep or cause to be kept, at its
principal corporate trust office, sufficient books for the registration and transfer of the Notes,
which shall at all times be open to inspection by the City. Upon presentation for such purpose,
the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer
or cause to be registered or transferred, on such books, Notes as hereinbefore provided.
Section 8. Use of Depository; Registration; Transfer.
(a) The Notes shall be initially issued and registered in the name of "Cede & Co.," as
nominee of The Depository Trust Company, New York, New York (hereinafter, Cede & Co.
and The Depository Trust Company are referred to collectively as "The Depository Trust
Company"), and shall be evidenced by a single note certificate, in accordance with procedures of
The Depository Trust Company. Registered ownership of the Notes, or any portion thereof, may
not thereafter be transferred except as set forth in subsection (b) of this Section.
(b) Registered ownership of the Notes, or any portions thereof, may not thereafter be
transferred except:
(i) to any successor of The Depository Trust Company, or its nominee, or of
any substitute depository designated pursuant to clause (ii) of this subsection (b) (a
"Substitute Depository"); provided, that any successor of The Depository Trust Company
or Substitute Depository shall be qualified under any applicable laws to provide the
service proposed to be provided by it;
(ii) to any Substitute Depository not objected to by the City, upon (1) the
resignation of The Depository Trust Company or its successor (or any Substitute
Depository or its successor) from its functions as depository, or (2) a determination by
the City to substitute another depository for The Depository Trust Company (or its
successor) because it is no longer able to carry out its functions as depository; provided,
that any such Substitute Depository shall be qualified under any applicable laws to
provide the services proposed to be provided by it; or,
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Resolution No. 2012-35
(iii) to any person as provided below, upon (1) the resignation of The
Depository Trust Company or its successor (or any Substitute Depository or its
successor) from its functions as depository, or (2) a determination by the City to
discontinue using a depository.
(c) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (b) of
this Section, upon receipt of all outstanding Notes by the Paying Agent, a single new Note,
which the City shall prepare or cause to be prepared in accordance with Section 6 hereof, shall be
executed and delivered and registered in the name of such successor or such Substitute
Depository, or its nominee, as the case may be. In the case of any transfer pursuant to clause
(iii) of subsection (b) of this Section, upon receipt of all outstanding Notes by the Paying Agent,
new Notes, which the City shall prepare or cause to be prepared in accordance with Section 6
hereof, shall be executed and delivered in such denominations and registered in the names of
such persons as are determined by the Paying Agent pursuant to a written request of the City.
(d) Following the resignation or the removal of the depository pursuant to clause (iii)
of subsection (b) of this Section, any Note may, in accordance with its terms, be transferred or
exchanged for a like aggregate principal amount of Notes in authorized denominations, upon the
books required to be kept by the Paying Agent pursuant to the provisions hereof, by the person in
whose name it is registered, in person or by such person's duly authorized attorney, upon
surrender of such Note for cancellation, and, in the case of a transfer, accompanied by delivery
of a written instrument of transfer, duly executed in form approved by the Paying Agent.
Whenever any Note shall be surrendered for transfer or exchange, the City shall execute
and the Paying Agent shall deliver a new Note or Notes of the same series of authorized
denominations for a like aggregate principal amount. The Paying Agent shall require the
registered owner requesting such transfer or exchange to pay any tax or other governmental
charge required to be paid with respect to such transfer or exchange.
(e) The City and the Paying Agent shall be entitled to treat the person in whose name
any Note is registered as the owner thereof for all purposes of this Resolution and for purposes of
payment of principal and interest on such Note, notwithstanding any notice to the contrary
received by the City or the Paying Agent; and the City and the Paying Agent shall not have
responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing
with any beneficial owners of the Notes. Neither the City nor the Paying Agent shall have any
responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other
party, including The Depository Trust Company or its successors (or any Substitute Depository
or its successor), except to the registered owner of any Notes, and the Paying Agent may rely
conclusively on its records as to the identity of the registered owners of the Notes.
(f) Notwithstanding any other provisions of this Resolution and so long as all
outstanding Notes are registered in the name of Cede & Co. or its registered assigns, the City and
the Paying Agent shall cooperate with Cede & Co. or its registered assigns as sole registered
owner, in effecting payment of the principal of and interest on the Notes by arranging for
payment in such manner that funds for such payments are properly identified and are made
available on the date they are due; all in accordance with the le
City to The Depository Trust Company, the provisions of which the Paying Agent may rely upon
to implement the foregoing procedures notwithstanding any inconsistent provisions herein.
(g) If any Note shall become mutilated, the City, at the expense of the owner of such
Note, shall execute, and the Paying Agent shall thereupon deliver a new Note of like tenor
bearing a different number in exchange and substitution for the Note so mutilated, but only upon
surrender to the Paying Agent of the Note so mutilated. If any Note shall be lost, destroyed or
stolen, evidence of the ownership thereof, and of such loss, destruction or theft may be submitted
to the City and the Paying Agent and, if such evidence be satisfactory to both and indemnity
satisfactory to them shall be given, the City, at the expense of the owner, shall execute, and the
Paying Agent shall thereupon deliver a new Note of like tenor and bearing a different number in
lieu of and in substitution for the Note so lost, destroyed or stolen (or, if any such Note shall
have matured, instead of issuing a substitute Note, the Paying Agent may pay the same without
surrender thereof). The Paying Agent may require payment by the registered owner of a Note of
a sum not exceeding the actual cost of preparing each new Note issued pursuant to this paragraph
and of the expenses which may be incurred by the City and the Paying Agent. Any Note issued
under these provisions in lieu of any Note alleged to be lost, destroyed or stolen shall constitute
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Resolution No. 2012-35
an original additional contractual obligation on the part of the City whether or not the Note so
alleged to be lost, destroyed or stolen shall be at any time enforceable by anyone, and shall be
entitled to the benefits of this Resolution with all other Notes secured by this Resolution.
(h) . All Notes surrendered for payment or registration of transfer, if surrendered to
any person other than the Paying Agent, shall be delivered to the Paying Agent and shall be
promptly canceled by it. The City may at any time deliver to the Paying Agent for cancellation
any Notes previously delivered hereunder which the City may have acquired in any manner
whatsoever, and all Notes so delivered shall promptly be canceled by the Paying Agent. No
Note shall be delivered in lieu of or in exchange for any Notes canceled as provided herein,
except as expressly permitted hereunder. All canceled Notes held by the Paying Agent shall be
disposed of as directed by the City.
Section 9. Official Statement; Note Purchase Contract.
(a) Approval of Official Statement. The form of Preliminary Official Statement
relating to the Notes (the "Preliminary Official Statement"), in substantially the form submitted
to and on file with the City Clerk, is hereby approved, with such additions, changes and
corrections as any Authorized Officer may require or approve, and the Underwriter is hereby
authorized to distribute copies of the Preliminary Official Statement to persons who may be
interested in purchasing the Notes. Each Authorized Officer is hereby authorized to certify to the
Underwriter, on behalf of the City, that the Preliminary Official Statement is deemed final as of
its date, within the meaning of Rule 15c2-12 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (except for the omission of
certain final pricing, rating and related information as permitted by such Rule). The Authorized
Officers of the City are hereby authorized to make such additions, changes and corrections to the
Preliminary Official Statement as are necessary or desirable to prepare the final Official
Statement relating to the Notes (the "Official Statement"). Each Authorized Officer, or in the
absence of such officers, the Mayor of the City, is hereby authorized and directed to sign the
Official Statement in its final form, including the final pricing information, and the Financial
Advisor and the Underwriter are hereby authorized and directed to deliver copies of the Official
Statement in final form to all subsequent purchasers of the Notes.
(b) Reserved.
(c) Approval of Note Purchase Contract. The proposed form of the Note Purchase
Contract,. providing for the negotiated sale of the Notes to the Underwriter, in substantially the
form submitted to and on file with the City Clerk, is hereby approved. Each Authorized Officer
is hereby authorized and directed to execute and deliver the Note Purchase Contract to the
Underwriter, with such additions, deletions or changes therein as shall be approved by any
Authorized Officer, such approval to be conclusively evidenced by the execution and delivery
thereof.
Section 10. Disposition of Note Proceeds. The Controller shall, immediately upon
receiving the proceeds of the sale of the Notes, deposit in the General Fund all amounts received
from such sale. All Note proceeds held by the Controller in the General Fund shall be invested
as provided in Section 11 hereof. Proceeds of the Notes shall be withdrawn and expended for
any purpose for which the City is authorized to expend funds from its General Fund, but only
after exhausting funds otherwise available for such purposes (which are not restricted funds) and
only to the extent that on any given day such other funds are not then available. For purposes of
this paragraph, funds otherwise available excludes amounts that are held or set aside in a
reasonable working capital reserve in the amount set forth in the Tax Certificate; provided, that if
on the date that is six months from the date of issuance of the Notes; all Note proceeds (including
investment earnings thereon) shall not have been so withdrawn and spent, the City will promptly
notify Bond Counsel, and, to the extent of its power and authority, comply with the instructions
from Bond Counsel as to the means of satisfying the rebate requirements of section 148 of the
Internal Revenue Code of 1986 (the "Code"). For purposes of this Section, the "proceeds" of the
Notes are equal to the initial offering price of the Notes to the public, as certified by the
Underwriter.
Resolution No. 2012-35
Section 11. Investment of Funds.
(a) All proceeds of the Notes held by the Controller in the General Fund and all
money held by the Controller in the Repayment Fund shall be invested by the Controller in
accordance with the City's investment policy.
(b) The proceeds of such investments shall be retained in each such respective Fund;
provided, that no monies in the Repayment Fund shall be invested for a term that exceeds the
term of the Notes, and that sufficient proceeds shall be invested to mature no later than the time
at which any payment of interest or principal is due, to provide for such payment.
Section 12. Further Assurances. It is hereby covenanted and warranted by this City
Council that the City, and its appropriate officials, have duly taken all proceedings necessary to
be taken by them, and will take any additional proceedings necessary to be taken by them, for the
levy, collection and enforcement of the Pledged Revenues in accordance with law for carrying
out the provisions of this Resolution and the Notes.
Section 13.. Tax Covenants; Rebate Fund.
(a) General. The City hereby covenants that it will not take any action, or fail to take
any action, if such action or failure to take such action would adversely affect the exclusion from
gross income of the interest payable on the Notes under section 103 of the Code. Without
limiting the generality of the foregoing, the City hereby covenants that it will comply with the
requirements of the Tax Certificate of the City with respect to the Notes (the "Tax Certificate"),
to be entered into by the City as of the date of issuance of the Notes. The provisions of this
Section shall survive payment in full or defeasance of the Notes.
(b) Rebate Calculation and Payment. The City covenants that, in the event it is or
becomes subject to the rebate requirements of section 148 of the Code, it shall (i) make all
calculations in a reasonable and prudent fashion relating to any rebate of excess investment
earnings on the proceeds of the Notes due to the United States Treasury; (ii) segregate and set
aside from lawfully available sources the amount such calculations indicate may be required to
be paid to the United States Treasury; and (iii) otherwise at all times do and perform all acts and
things necessary and within its power and authority, including complying with each applicable
requirement of section 103 and sections 141 through 150 of the Code and complying with the
instructions of Bond Counsel, to ensure that interest paid on the Notes shall, for the purposes of
federal income taxes, be excusable from the gross income of the recipients thereof and exempt
from such taxation. If such calculations indicate that a rebate payment is required, the City will
immediately set aside, from revenues received during or allocable to the 2012-13 Fiscal Year or,
to the extent not available from such revenues, from any other monies lawfully available, the
amount of any such rebate in a separate fund which the City hereby agrees to establish and
maintain and designate as the "City of West Covina 2012-13 Tax and Revenue Anticipation Note
Rebate Fund."
(c) Remedies Limited to Note Owners. Notwithstanding any other provision of this
Resolution to the contrary, upon the City's failure to observe, or refusal to comply with, the
covenants contained in this Section, no one other than the owners or former owners of the Notes
shall be entitled to exercise any right or remedy under this Resolution on the basis of the City's
failure to observe, or refusal to comply with, such covenants.
(d) Reliance on Opinion of Bond Counsel. Notwithstanding any provision of this
Section, if the City shall obtain an opinion of Bond Counsel that any specified action required
under this Section is no longer required or that some further or different action is required to
maintain the exclusion from gross income for federal income tax purposes of interest on the
Notes, the City may conclusively rely on such opinion in complying with the requirements of
this Section; and the covenants hereunder shall be deemed to be modified to that extent.
Section 14. Approval of Actions. All actions heretofore taken by the officers, employees
and agents of the City or this City Council with respect to the issuance and sale of the Notes by
negotiated sale are hereby approved, confirmed and ratified, and the employees and officers of
the City, including the Mayor of the City, the City Clerk, the Controller, the City Manager, the
Assistant City Manager, the Finance Director and the authorized designees of any of them, shall
be and they are hereby authorized and directed to take all actions, including the selection of an
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Resolution No. 2012-35
underwriter or placement agent, to execute and deliver any and all agreements, certificates and
representations, including signature certificates, no -litigation certificates, certificates regarding
the Official Statement and continuing disclosure, and other certificates proposed to be distributed
in connection with the sale or placement of the Notes, which they, or any of them, may deem
necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in
accordance with this Resolution.
Section 15. Continuing Disclosure. The form of Continuing Disclosure Certificate
relating to the Notes (the "Continuing Disclosure Certificate"), in substantially the form
submitted to and on file with the City Clerk as an appendix to the preliminary Official Statement,
is hereby approved, and each Authorized Officer is hereby authorized and directed on behalf of
the City to execute and deliver the Continuing Disclosure Certificate, and such execution and
delivery shall constitute conclusive evidence of the approval by this City Council of any changes
or revisions therein from the form of Continuing Disclosure Certificate filed herewith; provided,
that the Continuing Disclosure Certificate as finally 'executed and delivered by the City shall
contain such covenants as shall be necessary to comply with the requirements of the Rule. The
City hereby covenants that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution,
failure of the City to comply with the Continuing Disclosure Certificate shall not be considered a
default hereunder; however, any owner or beneficial owner of the Notes may take such actions as
may be necessary and appropriate, including seeking mandate or specific performance by court
order, to cause the City to comply with its obligations under this Section 15. The foregoing
provisions of this Section 15 shall be applicable only if the Notes are sold in a public offering.
Section 16. Notice to California Debt and Investment Advisory Commission. The
Controller is hereby authorized and directed to cause notices of the proposed sale and final sale
of the Notes to be filed in a timely manner with the California Debt and Investment Advisory
Commission pursuant to California Government Code Section 8855(g).
Section 17. Appointment of Financial Advisor and Legal Counsel; Authorization to
Incur Expenses.
(a) The firm of Harrell & Company Advisors, LLC (the "Financial Advisor") shall
be, and such firm is, hereby appointed financial advisor to the City in connection with the
structuring, sale, placement and issuance of the Notes, in accordance with the terms and
conditions set forth in the proposed form of agreement for financial advisory services on file
with the City Clerk, and each Authorized Officer is hereby authorized to execute said agreement
with Harrell & Company Advisors, LLC, with such modifications and conditions as shall be
acceptable to such officer and the City Attorney, such approval to be conclusively evidenced by
such execution.
(b) Wells Fargo Securities is hereby authorized to serve as Underwriter for the Notes.
(c) The firm of Fulbright & Jaworski L.L.P. ("Bond Counsel") shall be, and such
firm is, hereby appointed bond counsel and disclosure counsel to the City in connection with the
sale, placement and issuance of the Notes, in accordance with the terms and conditions set forth
in the proposed form of agreement for bond counsel and disclosure counsel services on file with
the City Clerk, and each Authorized Officer is hereby authorized to execute said agreement with
Fulbright & Jaworski L.L.P., with such modifications and conditions as shall be acceptable to
such officer and the City Attorney, such approval to be conclusively evidenced by such
execution.
(d) This City Council hereby authorizes the payment of any expenses incurred in
connection with the preparation of proceedings for the sale and issuance of the Notes. Such
costs and expenses shall include fees and expenses of Bond Counsel, Disclosure Counsel, the
Financial Advisor, the Underwriter, Underwriter's Counsel, rating agency fees, filing fees and
charges, the cost of printing and publishing the legal documents, preliminary and final official
statements, and other costs and expenses necessarily incurred.
Section 18. Proceedings Constitute Contract. The provisions of the Notes and of this
Resolution shall constitute a contract between the City and the registered owners of the Notes,
and such provisions shall be enforceable by mandamus or any other appropriate suit, action or
proceeding at law or in equity in any court of competent jurisdiction, and, upon issuance of the
8
Resolution No. 2012-35
Notes, shall be irrepealable; provided, that the provisions of this Resolution may be amended by
any supplemental resolution duly adopted by this City Council that is not, in the opinion of
Fulbright & Jaworski L.L.P. or such other nationally recognized bond counsel firm selected by
the City, materially adverse to the interests of the registered owners of the Notes.
Section 19. Effective Date. This Resolution shall take effect from and after its
adoption.
APPROVED AND ADOPTED on this 151h day of May, 2012.
V
Ma or ichael Touhey
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 151h day of May 2012 by the following vote
of the City Council:
AYES:
NOES:
ABSENT:
Herfert, Sanderson, Sotelo, Sykes, Touhey
None
None
ABSTAIN: None
APPROVED AS TO FORM:
I