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RESOLUTIO N NO. RES-22-0060
A RESOLUTIO N OF THE CITY COUNCIL OF THE
CITY OF LONG BEACH APPROVI NG PROCEEDI NGS BY
THE FINA NCE AUTHORITY OF LONG BEACH FOR THE
ISSUA NCE AN D SALE OF ITS FI NA NCE AUTHORITY OF
LO NG BEACH LEASE REVENUE BONDS, SERIES 2022,
TO FINA NCE AN D REFI NANCE VARIOUS CAPITAL
PROJECTS, APPROVI NG THE FORM AN D AUTHORIZI NG
EXECUTION OF RELATED DOCUMENTS AN D
APPROVI NG RELA TED OFFICIAL ACTIO NS
WHEREAS, the City of Long Beach (the "City") proposes to (a) refund, on a current basis, the outstanding Long Beach Bond Finance Authority Lease Revenue Refunding Bonds, 2012 Series A (the "2012 Bonds"), issued to refund certain outstanding bonds issued to finance capital projects for the City and (b) reimburse the City for costs incurred for certain new capital projects (the "2022 Project"); and WHEREAS, it is proposed that the 2012 Bonds will be refunded and that the 2022 Project will be financed from the proceeds of Finance Authority of Long Beach Lease Revenue Bonds, Series 2022 (the "Bonds"), to be issued by the Auth ority under the provisions of Article 4 (commencing with section 6584) of the JPA Act (the "Bond Law"), and pursuant to the terms of an indenture of trust, by and between the Authority and U.S. Bank Trust Company, National Association, as trustee; and WHEREAS, in order to provide for the repayment of the Bonds, the City will lease certain City-owned property and the sites thereof (collectively, the "Property") to the Authority pursuant to a site and facility lease (the "Site and Facility Lease") and the Authority will lease the Property back to the City pursuant to a lease agreement (the "Lease Agreement") under which the City will agree to make lease payments to the RFA:bg A21-05199 (04-12-2022)
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21 Authority from moneys in the City's General Fund and the City will budget and appropriate sufficient amounts in each year to pay the lease payments which will be equal to the scheduled principal of and interest on the Bonds; and WHEREAS, the proposed form of a preliminary official statement (the "Preliminary Official Statement") describing the Bonds, to be used in connection with the marketing of the Bonds, has been prepared and has been presented to the Authority; and WHEREAS, RBC Capital Markets, LLC, Cabrera Capital Markets, LLC and Stern Brothers & Co. (collectively, the "Underwriters"), have proposed to purchase and underwrite the Bonds and has presented to the Authority and the City a form of bond purchase agreement for the Bonds, to be entered into among the Authority, the City and the Underwriters (the "Bond Purchase Agreement"); and
WHEREAS, the City Council desires to make a finding of significant public benefit pursuant to section 6586.5(a)(2) of the California Government Code and to approve of the financing and the transactions contemplated by the Bonds; and WHEREAS, the City Council has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the City; and WHEREAS, pursuant to section 5852. 1 of the Government Code, which became effective on January 1, 20 18, by the enactment of Senate Bill 450, certain information relating to the Bonds is set forth in Exhibit A attached to this Resolution, and such information is hereby disclosed and made public;
NOW, THEREFORE, the City Council of the City of Long Beach resolves as 22 follows:
23 Section 1. Recitals True and Correct. The City Council hereby finds and 24 determines that the foregoing recitals are true and correct. 25 Section 2. Findings. The City Council hereby finds that significant public 26 benefits will arise from the financing contemplated by the Bonds and the documents 27 related thereto, in accordance with section 6586 of the California Government Code. 28 Section 3. Approval of Bonds. The City Council hereby approves the RFA:bg A21-05199 (04-12-2022)
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issuance of the Bonds by the Authority for the purpose of refunding the 2012 Bonds of providing funds to finance the 2022 Project.
Section 4. Approval of Site and Facility Lease. The City Council hereby approves the Site and Facility Lease, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the City Manager, the Director of Financial Management or the City Treasurer (each, a "Designated Officer''), and the execution of the Site and Facility Lease by a Designated Officer shall be conclusive evidence of such approval. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the City to execute the final form of the Site and Facility Lease for and in the name of the City. The City Council hereby authorizes the delivery and performance of the Site and Facility Lease.
Section 5. Approval of Lease Agreement. The City Council hereby approves the Lease Agreement, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by any of the Designated Officers, and the execution of the Lease Agreement by a Designated Officer shall be conclusive evidence of the approval of any such changes or additions. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the City to execute the final form of the Lease Agreement for and in the name of the City. The City Council hereby authorizes the delivery and performance of the Lease Agreement.
Section 6. Approval of Escrow Agreement. The City Council hereby approves an escrow agreement, by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee for the 2012 Bonds and as escrow bank, providing for the defeasance of the 2012 Bonds (the "Escrow Agreement"), in the form on file with the City Clerk, together with such additions thereto and changes therein as any Designated Officer shall deem necessary, desirable or appropriate, the execution of which by the City shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed RFA:bg A21-05199 (04-12-2022)
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1 to execute the final form of the Escrow Agreement for and in the name and on behalf of 2 the City. The City Council hereby authorizes the delivery and performance of the Escrow 3 Agreement.
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28 Section 7. Sale of Bonds. The City Council hereby approves the sale of the Bonds by the Authority by negotiation with the Underwriters pursuant to the Bond Purchase Agreement, in the form on file with the City Clerk, together with such additions thereto and changes therein as any of the Designated Officers shall deem necessary, desirable or appropriate, and the execution of which by a Designated Officer shall be conclusive evidence of the approval of such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed for and in the name and on behalf of the City to execute the final form of the Bond Purchase Agreement for and in the name of the City; provided that (a) the amount of Underwriters' discount for the Bonds shall be not more than O .50% of the par amount thereof, (b) the refunding of the 2012 Bonds produces present value savings of not less than 3.00%, (c) the portion of the principal amount of the Bonds issued to finance the 2022 Project is not greater than $1 ,650,000, (d) the true interest cost of the Bonds does not exceed 3.30% and (e) the term of the Bonds does not extend beyond August 1, 2031 .
Section 8. Official Statement. The City Council hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the "Rule"), the Preliminary Official Statement, in the form on file with the City Clerk. The Designated Officers, each acting alone, are hereby authorized and directed to execute an appropriate certificate stating the City's determination that the Preliminary Official Statement is nearly final within the meaning of the Rule. Distribution of the Preliminary Official Statement in connection with the sale of the Bonds is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed, upon consultation with Disclosure Counsel to the Authority for the Bonds and the City Attorney, to approve any changes in or additions to the Preliminary Official Statement deemed necessary or desirable to bring it into the form of a final official RFA:bg A21-05199 (04-12-2022)
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28 statement (the "Final Official Statement"), and the execution of the Final Official Statement by any Designated Officer shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the Final Official Statement by the Underwriters. The Final Official Statement shall be executed in the name and on behalf of the City by any of the Designated Officers.
Section 9. Official Actions. The Mayor, the City Manager, the Director of Financial Management, the City Treasurer, the City Attorney, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution.
Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable.
Section 10. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting this resolution.
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I hereby certify that the foregoing resolution was adopted by the City Council of the City of Long Beach at its meeting of ____ A�p� r_il _ 1_9 ____ _ , 2022
by the following vote:
Ayes: Councilmembers:
Noes: Councilmembers:
Absent: Councilmembers:
Recusal(s): Councilmembers:
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Zendejas, Allen, Price, Supernaw,
Mungo, Saro, Uranga, Austin,
Richardson.
None.
None.
None.
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EXHIBIT A
GOVERNMENT CODE SECTION 5852.1 DISCLOSURE
The following information consists of estimates that have been provided by the City's Municipal Advisor and underwriter which has been represented to have been provided in good faith:
(A) True Interest Cost of the Bonds:
(B) Finance Charges:
(C) Net Proceeds to be Received:
(net of finance charges)
2.600%
$472,455
$44,089,655
$49,312,986
The foregoing estimates constitute good faith estimates only.
The principal amount of the Bonds, the true interest cost of the Bonds, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the estimated amount used for purposes of such estimates, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, ( d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City's financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the City based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates with respect to the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City
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