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Resolution - 2012-51RESOLUTION NO.2012-51 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF 2012-13 TAXABLE 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 the City, 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, N.A.) 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; and Resolution No. 2012-51 WHEREAS, there has been submitted to this City Council 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 Taxable 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 exemption of interest on the Notes from personal income taxes of State of California. 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 1.25% 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 maintainedby 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. 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 2 Resolution No. 2012-51 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 Finance Director of the City (the "Finance Director"), the City Manager 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 Finance Director, 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. 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 Finance Director 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 Finance Director may otherwise deem to be appropriate. Each Authorized Resolution No. 2012-51 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. Paying Agent. (a) Appointment. The Finance Director 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 Finance Director is Paying Agent hereunder, any reference herein to "the City .and the Paying Agent" shall mean "the City" or "the Finance Director," as appropriate. The Finance Director 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 Finance Director is authorized to enter into a services agreement with such institution in form and substance acceptable to the Finance Director 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 Finance Director; 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 (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. H Resolution No. 2012-51 (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 letter of representations from the 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 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. 5 Resolution No. 2012-51 (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 Finance Director 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 Finance Director 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. R Resolution No. 2012-51 Section 11. Investment of Funds. (a) All proceeds of the Notes held by the Finance Director in the General Fund and all money held by the Finance Director in the Repayment Fund shall be invested by the Finance Director 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 Councilthat 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. 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 Finance Director, 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 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 14. 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 14. The foregoing provisions of this Section 15 shall be applicable only if the Notes are sold in a public offering. Section 15. Notice to California Debt and Investment Advisory Commission. The Finance Director 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 16. 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. 7 Resolution No. 2012-51 (b) Wells Fargo Securities, N.A. 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 17. 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 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 18. Effective Date. This Resolution shall take effect from and after its adoption. APPROVED AND ADOPTED on this 171h day of July, 2012. Tem Shelley Sanderson ATTEST: City Clerk Laurie 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 17th day of July, 2012 by the following vote of the City Council: AYES: Herfert, Sanderson, Sotelo, Sykes NOES: None ABSENT: Touhey ABSTAIN: None ity Clerk aurie Carrico APPROVED AS TO FORM: 4ityAttorney Arnold Alvarez-Glasman