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24 RESOLUTION NO. RES-22-0076
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF LONG BEACH AUTHORIZING THE ISSUANCE
AND SALE OF NOT TO EXCEED $130, 000,000 IN
AGGREGATE PRINCIPAL AMOUNT OF ONE OR MORE
SERIES OF CITY OF LONG BEACH, CALIFORNIA
SENIOR AIRPORT REVENUE AND REVENUE
REFUNDING BONDS AND CERTAIN RELATED MATTERS
WHEREAS, the City of Long Beach (the "City") is a city organized and under a charter duly and regularly adopted (the "Charter") pursuant to the provisions of the Constitution of the State of California; and existing
WHEREAS, the City owns and operates the Long Beach Airport (the "Airport"); and
WHEREAS, pursuant to the Charter and Sections 3.52.11 O et seq. of the Long Beach Municipal Code (the "Municipal Code"), the City is authorized to issue revenue bonds payable from the Airport Enterprise Fund for purposes of financing improvements to the Airport; and
WHEREAS, the City Council has determined that it is in the best interest of the City to issue, from time to time, Bonds (as defined in the hereinafter defined Master Senior Indenture) for the purposes set forth in the Charter, the Municipal Code and the Master Senior Indenture, dated as of December 1, 2009 (the "Master Senior Indenture"), by and between the City and The Bank of New York Mellon Trust Company, N.A., as 25 trustee (the "Senior Trustee"), and that such Bonds be payable from and secured by Net 26 Revenues (as defined in the Master Senior Indenture) and the other security provided for 27 in the Granting Clause of the Master Senior Indenture; and 28 WHEREAS, the City Council previously determined that it was in the best RFA:bg A22�01340 (04�26�2022)
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interests of the City to issue its Senior Airport Revenue Bonds, Series 2009C (the "Series 2009C Bonds") pursuant to the Master Senior Indenture and the First Supplemental Senior Trust Indenture, dated as of December 1, 2009, by and between the City and the Senior Trustee; and
WHEREAS, the City Council previously determined that it was in the best interests of the City to issue its Senior Airport Revenue Bonds, Series 201 OA (the "Series 2010A Bonds"), and its Senior Airport Revenue Bonds, Series 2010B (the "Series 2010B Bonds," and together with the Series 2010A Bonds, the "Series 2010 Bonds"), pursuant to the Master Senior Indenture and the Second Supplemental Senior Trust Indenture, dated as of November 1, 2010, by and between the City and the Senior Trustee; and WREREAS, the City Council has determined that it is in the best interest of the City to issue its City of Long Beach, California Senior Airport Revenue Refunding Bonds, Series 2022A (Governmental/Non-AMT) (the "Series 2022A Bonds"), its City of Long Beach, California Senior Airport Revenue Refunding Bonds, Series 2022B (Private Activity/Non-AMT) (the "Series 2022B Bonds"), and its City of Long Beach, California Senior Airport Revenue Bonds, Series 2022C (Private Activity/AMT) (the "Series 2022C Bonds," and collectively with the Series 2022A Bonds and the Series 2022B Bonds, the "Series 2022 Bonds") to, (a) current refund and defease all or a portion of the outstanding Series 2009C Bonds and Series 2010 Bonds, provided any such refunding complies with the City's debt management policy, (b) finance certain capital expenditures related to and arising from the design, acquisition, construction, equipping and improving of certain Airport facilities (the "Projects"), (c) fund a reserve fund or purchase a reserve fund surety bond for the Series 2022 Bonds (if it is determined by a Designated Officer (as hereinafter defined) that the purchase of a reserve fund surety results in savings to the City), (d) purchase a municipal bond insurance policy or policies, if it is determined by a Designated Officer that the purchase of a municipal bond insurance policy or policies results in savings to the City, and (e) pay the costs of issuance of the Series 2022 Bonds; and
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1 WHEREAS, the Series 2022 Bonds will be issued pursuant to the Charter, 2 the Municipal Code, the Master Senior Indenture and the Third Supplemental Senior 3 Indenture (as hereinafter defined); and
4 WHEREAS, the Series 2022 Bonds will be issued so that the interest paid 5 on the Series 2022 Bonds wm be excluded from the gross income of the recipients 6 thereof under the varying provisions of the Internal Revenue Code of 1986, as amended, 7 and the regulations promulgated thereunder or related thereto (collectively, the "IRC"); 8 and
9 WHEREAS, there have been presented to the City Council the following 1 O documents:
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(a) a form of the Third Supplemental Senior Trust Indenture (the "Third Supplemental Senior Indenture"), to be entered into by and between the City and the Senior Trustee;
(b) a form of the Bond Purchase Agreement (the "Bond Purchase Agreement"), to be entered into by and between Morgan Stanley & Co. LLC, on its own behalf and on behalf of Cabrera Capital Markets, LLC, and RBC Capital Markets, LLC (collectively, the "Underwriters") and the City, with respect to the purchase and sale of the Series 2022 Bonds;
(c) a form of the Continuing Disclosure Certificate (the "Continuing Disclosure Certificate") to be executed by the City; and (d) a form of the Preliminary Official Statement (the "Preliminary Official Statement") relating to the Series 2022 Bonds;
(e) a form of the Escrow Agreement (the "Series 2009C Escrow Agreement"), to be entered into by and between the City and the Senior Trustee, as trustee and escrow agent, with respect to the refunding and defeasance of all or a portion of the Series 2009C Bonds; and
(f) a form of the Escrow Agreement (the "Series 2010 Senior Escrow Agreement," and together with the Series 2009C Escrow Agreement, the "Escrow 3 RFA:bg A22-01340 (04-26-2022)
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Agreements"), to be entered into by and between the City and the Senior Trustee, as trustee and escrow agent, with respect to the refunding and defeasance of all or a portion of the Series 201 O Bonds; and
WHEREAS, said documents will be modified and amended to reflect the various details applicable to the Series 2022 Bonds and said documents are subject to completion to reflect the results of the sale of the Series 2022 Bonds; and WHEREAS, pursuant to section 5852.1 of the California Government Code, which became effective on January 1, 2018, by the enactment of Senate Bill 450, certain information relating to the Series 2022 Bonds is set forth in Exhibit "A'' attached to this Resolution, and such information is hereby disclosed and made public; follows:
NOW, THEREFORE, the City Council of the City of Long Beach resolves as Section 1. Issuance of the Series 2022 Bonds; Terms of the Series 2022 Bonds. Subject to the provisions of this Resolution and for the purposes set forth in the foregoing recitals, the City Council hereby authorizes the issuance by the City of its Series 2022 Bonds in an aggregate principal amount not to exceed $130, 000,000, plus the amount of any original issue premium at which the Series 2022 Bonds may be sold.
The Series 2022 Bonds shall bear interest at such rates with respect to the various maturities such that the true interest cost for the Series 2022 Bonds does not exceed
5.00% per annum, and no Series 2022 Bond shall have a maturity greater than 25 years.
The true interest cost shall be that rate which, when used in computing the present worth of all payments of principal and interest to be paid on the Series 2022 Bonds (compounded on the first interest payment date, and semiannually thereafter), produces an amount equal to the purchase price of the Series 2022 Bonds taking into account any original issue premium/discount, accrued interest, underwriters' fees and any and all costs of issuance of the Series 2022 Bonds.
The Series 2022 Bonds shall be in fully registered form and may be issued as Book-Entry Bonds as provided for in the Master Senior Indenture and the Third 4 RFA:bg A22-01340 (04-26-2022)
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Supplemental Senior Indenture. Payment of principal and premium, if any, of, and interest on the Series 2022 Bonds shall be made at the place or places and in the manner provided in the Master Senior Indenture and the Third Supplemental Senior Indenture. The Series 2022 Bonds shall be payable in accordance with the provisions of the Master Senior Indenture and the Third Supplemental Senior Indenture solely from the Net Revenues and such other amounts, funds and accounts provided for in the Master Senior Indenture and the Third Supplemental Senior Indenture.
The Series 2022 . Bonds shall be issued as current interest bonds in authorized denominations of $5,000 and integral multiples thereof. The Series 2022 Bonds shall, when issued, be in the aggregate principal amounts and shall be dated as shall be provided in the Third Supplemental Senior Indenture. The Series 2022 Bonds may be issued as serial bonds or as term bonds or as both serial bonds and term bonds, all as set forth in the Master Senior Indenture and the Third Supplemental Senior Indenture. Each maturity of Series 2022 Bonds shall bear interest at a rate not in excess of 6.00% per annum. Interest on the Series 2022 Bonds shall be paid on the dates set forth in the Third Supplemental Senior Indenture. The Series 2022 Bonds shall be subject to redemption at the option of the City on such terms and conditions as shall be set forth in the Master Senior Indenture, the Third Supplemental Senior Indenture and the Bond Purchase Agreement. The Series 2022 Bonds which are term bonds shall also be subject to mandatory sinking fund redemption as shall be set forth in the Master Senior Indenture, the Third Supplemental Senior Indenture and the Bond Purchase Agreement.
The Series 2022 Bonds shall be sold in a manner by which the interest thereon is excludable from gross income under the IRC.
The proceeds from the sale of the Series 2022 Bonds, together with other available moneys, shall be used by the City to (a) current refund and defease all or a portion of the outstanding Series 2009C Bonds and Series 201 O Bonds, provided any such refunding complies with the City's debt management policy, (b) finance the Projects, (c) fund a reserve fund or purchase a reserve fund surety bond for the Series 2022 RFA:bg A22-01340 (04-26-2022)
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Bonds (if it is determined by a Designated Officer that the purchase of a municipal bond insurance policy or policies results in savings to the City), (d) purchase a municipal bond insurance policy or policies, if it is determined by a Designated Officer that the purchase of a municipal bond insurance policy or policies results in savings to the City, and (e) pay the costs of issuance of the Series 2022 Bonds.
Section 2. Pledge to Secure the Series 2022 Bonds. The City Council hereby approves the pledge of Net Revenues, and the other security set forth in the Granting Clauses of the Master Senior Indenture and the Third Supplemental Senior Indenture, to secure the Series 2022 Bonds, as set forth in the Master Senior Indenture and the Third Supplemental Senior Indenture. Except for the Series 2009C Bonds and the Series 2010 Bonds, the City hereby confirms that it has not previously granted any prior or parity interest in the Net Revenues. The City hereby agrees that it will not, so long as the Series 2022 Bonds remain outstanding, grant or attempt to grant any parity pledge, lien or other interest in the Net Revenues to secure any other obligations of the City except as permitted in the Master Senior Indenture. The City Manager of the City, the Director of Financial Management of the City or the City Treasurer of the City are hereby authorized and directed to institute such accounting policies and modifications as the City Manager of the City, the Director of Financial Management of the City or the City Treasurer of the City deems necessary to provide for the accounting of revenues and expenses contemplated by the Master Senior Indenture and the Third Supplemental Senior Indenture.
Section 3. Special Limited Obligations. The Series 2022 Bonds shall be special limited obligations of the City, payable solely from and secured by a pledge of Net Revenues derived by the City from the operations of the Enterprise (as defined in the Master Senior Indenture, which includes the Airport and all operations of the Airport, including all of its revenue producing functions, facilities and properties, whether or not directly related to the air transportation of people and goods) and such other amounts, funds and accounts pledged therefor under the Master Senior Indenture and the Third RFA:bg A22-01340 (04-26-2022)
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Supplemental Senior Indenture. None of the properties of the Enterprise shall be subject to any mortgage or other lien for the benefit of the owners of the Series 2022 Bonds, and neither the full faith and credit nor the taxing power of the City, the State of California (the "State") or any political subdivision or agency of the State shall be pledged to the payment of the principal of, premium, if any, or interest on the Series 2022 Bonds.
Neither the Series 2022 Bonds nor the obligation to pay principal of or interest thereon shall constitute a debt of the City, the State or any of its political subdivisions within the meaning of any Constitutional limitation on indebtedness.
Section 4. Form(s) of Bonds. The Series 2022 Bonds and the Senior Trustee's certificate of authentication to appear thereon shall be in substantially the forms set forth in the exhibits to the Third Supplemental Senior Indenture, with such necessary or appropriate variations, omissions and insertions as permitted or required by the Master Senior Indenture and the Third Supplemental Senior Indenture or as appropriate to adequately reflect the terms of each series of the Series 2022 Bonds and the obligations represented thereby.
Section 5. Execution of the Series 2022 Bonds. The Series 2022 Bonds shall be executed on behalf of the City by either the City Manager (including any person serving in an acting or interim capacity), the Director of Financial Management (including any person serving in an acting or interim capacity), the City Treasurer (including any person serving in an acting or interim capacity) or any other Authorized City Representative designated by the City Manager (each a "Designated Officer") and attested by the City Clerk (including any person serving in an acting or interim capacity).
Any such execution may be made by manual or facsimile signature, and each Series 2022 Bond shall be authenticated by the signature of the Senior Trustee or an agent of the Senior Trustee as required and permitted by the Master Senior Indenture and the Third Supplemental Senior Indenture. Any facsimile signature of such Designated Officer shall have the same force and effect as if such Designated Officer had manually signed each of such Series 2022 Bonds.
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1 Section 6. Sale of Series 2022 Bonds. The City hereby authorizes the 2 sale of the Series 2022 Bonds through a negotiated sale to the Underwriters. The 3 Designated Officers, each acting alone, are hereby authorized to approve the final terms 4 of the sale of the Series 2022 Bonds subject to the terms, conditions and restrictions set 5 forth in this Resolution. The Series 2022 Bonds shall be sold with an underwriters' 6 discount and/or underwriting fee as set forth in the Bond Purchase Agreement, not to 7 exceed one-half percent (0.50%) of the aggregate principal amount of the Series 2022 8 Bonds, and subject to the terms and conditions set forth in the Bond Purchase 9 Agreement. The Bond Purchase Agreement, in the form on file with the City Clerk, is 10 11
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28 hereby approved. The Designated Officers, each acting alone, are hereby authorized, empowered and directed to execute, acknowledge and deliver the Bond Purchase Agreement, including counterparts thereof, in the name and on behalf of the City. The Bond Purchase Agreement, as executed and delivered, shall be in substantially the form on file with the City Clerk and hereby approved, or with such changes therein as shall be approved by the officer or officers executing such Bond Purchase Agreement, such execution to be conclusive evidence of the City Council's approval of any and all changes or revisions therein from the form of the Bond Purchase Agreement now before this meeting. The City Council hereby authorizes the delivery and performance of the Bond Purchase Agreement and from and after the execution and delivery of the Bond Purchase Agreement, the officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Bond Purchase Agreement.
Section 7. Approval of Third Supplemental Senior Indenture. The Third Supplemental Senior Indenture, in the form on file with the City Clerk, is hereby approved. The Designated Officers, each acting alone, are hereby authorized, empowered and directed to execute, acknowledge and deliver the Third Supplemental Senior Indenture, including counterparts thereof, in the name and on behalf of the City.
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The Third Supplemental Senior Indenture, as executed and delivered, shall be in substantially the form on file with the City Clerk and hereby approved, or with such changes therein as shall be approved by the officer or officers executing the Third Supplemental Senior Indenture, such execution to be conclusive evidence of the City Council's approval of any and all changes or revisions therein from the form of the Third Supplemental Senior Indenture now before this meeting; and the City Clerk is hereby authorized and directed to attest thereto. The City Council hereby authorizes the delivery and performance of the Third Supplemental Senior Indenture and from and after the execution and delivery of the Third Supplemental Senior Indenture, the officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Third Supplemental Senior Indenture.
Section 8. Approval of Escrow Agreements. The Escrow Agreements, in the forms on file with the City Clerk, are hereby approved. The Designated Officers, each acting alone, are hereby authorized, empowered and directed to execute, acknowledge and deliver each of the Escrow Agreements, including counterparts thereof, in the name and on behalf of the City, if such Designated Officer determines that the execution and delivery of the Escrow Agreements is necessary or desirable {after consultation with the City's bond counsel). The Escrow Agreements, as executed and delivered, shall be in substantially the forms on file with the City Clerk and hereby approved, or with such changes therein as shall be approved by the officer or officers executing such Escrow Agreements, such execution to be conclusive evidence of the City Council's approval of any and all changes or revisions therein from the forms of the Escrow Agreements now before this meeting. The City Council hereby authorizes the delivery and performance of the Escrow Agreements and from and after the execution and delivery of the Escrow Agreements, the officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the RFA:bg A22-01340 {04-26-2022)
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Escrow Agreements.
Section 9. Approval of Continuing Disclosure Certificate. The Continuing Disclosure Certificate, in the form on file with the City Clerk, is hereby approved. The Designated Officers, each acting alone, are hereby authorized, empowered and directed to execute, acknowledge and deliver the Continuing Disclosure Certificate, including counterparts thereof, in the name and on behalf of the City. The Continuing Disclosure Certificate, as executed and delivered, shall be in substantially the form on file with the City Clerk and hereby approved, or with such changes therein as shall be approved by the officer or officers executing such Continuing Disclosure Certificate, such execution to be conclusive evidence of the City Council's approval of any and all changes or revisions therein from the form of the Continuing Disclosure Certificate now before this meeting.
The City Council hereby authorizes the delivery and performance of the Continuing Disclosure Certificate and from and after the execution and delivery of the Continuing Disclosure Certificate, the officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Certificate.
Section 10. Approval of Preliminarv Official Statement. The Preliminary Official Statement is hereby approved in substantially the form presented to and considered at this meeting (a form of which is on file with the City Clerk}, with such changes therein as shall be approved by a Designated Officer. The Preliminary Official Statement shall be circulated (via printed format and/or electronic means) for use in offering and selling the Series 2022 Bonds at such time or times as a Designated Officer (after consultation with the City's municipal advisor, bond counsel and disclosure counsel and such other advisors the City believes to be useful) shall determine that the Preliminary Official Statement is final within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), except for the omission of certain information described in paragraph (b)(1) of Rule 15c2-12, and any RFA:bg A22-01340 {04-26-2022)
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27 such action previously taken is hereby confirmed, ratified and approved. The Underwriters are hereby authorized to distribute (via printed format and/or electronic means) the Preliminary Official Statement, in connection with the offering and sale of the Series 2022 Bonds to the public. Along with the Preliminary Official Statement, the Underwriters are hereby further authorized to distribute (via printed format and/or through electronic means) copies of the City's and/or the Airport Enterprise Fund's most recent annual audited financial statements and such other financial statements of the City and the Airport Enterprise Fund as a Designated Officer shall approve.
Section 11. Approval of Official Statement. Prior to the final delivery of the Series 2022 Bonds, the City shall provide for the preparation, publication, execution and delivery of a final Official Statement relating to the Series 2022 Bonds in substantially the form of the draft Preliminary Official Statement on file with the City Clerk. Each Designated Officer, or any one of them, is hereby authorized and directed to execute and deliver the final Official Statement, and any supplements thereto, in the name of and on behalf of the City, and to make any changes or revisions necessary to the Preliminary Official Statement in order for the final Official Statement to meet the requirements of the City under the Bond Purchase Agreement. The execution thereof shall constitute conclusive evidence of City Council's approval of any and all changes or revisions therein from the form of the Preliminary Official Statement on file with the City Clerk. The Official Statement shall be circulated (via printed format and/or electronic means) for use in selling the Series 2022 Bonds at such time or times as a Designated Officer (after consultation with the City's municipal advisor, bond counsel and disclosure counsel and such other advisors the City believes to be useful) shall determine that the Official Statement is a "final official statement" within the meaning of Rule 15c2 12. The Underwriters are hereby authorized to distribute (via printed format and/or electronic means) the Official Statement, in connection with the offering and sale of the Series 2022 Bonds to the public. Along with the Official Statement, the Underwriters are hereby 28 further authorized to distribute (via printed format and/or through electronic means) RFA:bg A22-01340 (04-26-2022)
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17 copies of the City's and/or the Airport Enterprise Fund's most recent annual audited financial statements and such other financial statements of the City and the Airport Enterprise Fund as a Designated Officer shall approve.
Section 12. Confirmation of Underwriters. The City Council hereby confirms the selection of Morgan Stanley & Co. LLC, Cabrera Capital Markets, LLC, and RBC Capital Markets, LLC, as the Underwriters of the Series 2022 Bonds.
Morgan Stanley & Co. LLC, has entered into a retail distribution arrangement with its affiliate Morgan Stanley Smith Barney LLC. As part of this retail distribution arrangement, Morgan Stanley & Co. LLC, will distribute municipal securities to retail investors through the financial advisor network of Morgan Stanley Smith Barney LLC. As part of this arrangement, Morgan Stanley & Co. LLC will compensate Morgan Stanley Smith Barney LLC for its selling efforts with respect to the Series 2022 Bonds.
Section 13. Senior Trustee, Paying Agent and Registrar. The City Council hereby appoints The Bank of New York Mellon Trust Company, N.A., as Senior Trustee, paying agent and registrar for the Series 2022 Bonds. Such appointments shall be effective upon the issuance of the Series 2022 Bonds and shall remain in effect until the City shall, by supplemental indenture or by resolution, name a substitute or successor 18 thereto.
19 Section 14. Escrow Agent. The City Council hereby appoints The Bank of 20 New York Mellon Trust Company, N.A. as escrow agent with respect to the refunded 21 Series 2009C Bonds and the refunded Series 2010 Bonds. Such appointment shall be 22 effective upon issuance of the Series 2022 Bonds and shall remain in effect until the City 23 shall, pursuant to the Escrow Agreements, name a substitute or successor thereto. 24 Section 15. California Debt and Investment Advisorv Commission and 25 Notices. Each Designated Officer, or any one of them, on behalf of the City, is further 26 authorized and directed to (a) cause written notice to be provided to the California Debt 27 and Investment Advisory Commission (the "Commission") of the proposed sale of the 28 Series 2022 Bonds, said notice to be provided in accordance with Section 8855, et seq.
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of the Government Code of the State of California, (b) file or cause to be filed the notice of final sale with said Commission, (c) file or cause to be filed the rebates and notices required under Sections 55AA, 148(f), 149(e) and 6431 of the IRC, (d) file or cause to be filed such additional notices and reports as are deemed necessary or desirable by such Designated Officer in connection with the Series 2022 Bonds, and any prior notices are hereby ratified, confirmed and approved.
Section 16. Additional Authorization. The Designated Officers and all officers, agents and employees of the City, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the issuance of the Series 2022 Bonds and the execution and delivery of the Third Supplemental Senior Indenture, the Bond Purchase Agreement, the Escrow Agreements, the Continuing Disclosure Certificate, the Preliminary Official Statement and the Official Statement and to carry out the terms of the Master Senior Indenture, the Third Supplemental Senior Indenture, the Bond Purchase Agreement, the Escrow Agreements, the Continuing Disclosure Certificate, the Preliminary Official Statement and the Official Statement. All such actions taken by such Designated Officers and such other persons, for and on behalf of the City, pursuant to the authority of this Resolution, are hereby approved. The Designated Officers and all other officers, agents and employees of the City are further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required in order to carry out the authority conferred by this Resolution, the Master Senior Indenture, the Third Supplemental Senior Indenture, the Bond Purchase Agreement, the Escrow Agreements and the Continuing Disclosure Certificate or to evidence said authority and its exercise. The foregoing authorization includes, but is in no way limited to, the direction (from time to time) by one or more Designated Officers of the investments in Permitted Investments (as defined in the Master Senior Indenture) and Authorized Investments (as defined in the Master Senior Indenture) of the proceeds of the Series 2022 Bonds and of the Net Revenues, including the execution and delivery of investment agreements related thereto, the RFA:bg A22-01340 {04-26-2022)
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execution by a Designated Officer and the delivery of tax compliance certificates as required by the Master Senior Indenture and the Third Supplemental Senior Indenture, for the purpose of complying with the rebate and arbitrage requirements of the IRC, any documents required by The Depository Trust Company in connection with the Book-Entry Bonds (as defined in the Third Supplemental Senior Indenture), any documents required by the provider of a reserve fund surety bond, if any, required to fund one or more reserve funds for the Series 2022 Bonds, and any documents required to obtain a municipal bond insurance policy or policies for all or a portion of the Series 2022 Bonds to the extent such bond insurance shall result in cost savings to the City.
Section 17. Costs of Issuance. The City authorizes funds on deposit in the Airport Enterprise Fund, together with the proceeds of the Series 2022 Bonds, to be used to pay costs of issuance of the Series 2022 Bonds, including, but not limited to, costs and expenses of attorneys, consultants, accountants and municipal advisors, underwriting fees, costs associated with rating agencies, the Senior Trustee, the bond insurance and surety bonds, printing, publications and mailing expenses; and any related filing fees thereof.
Section 18. Series Designations Subject to Change. Prior to the posting and printing of the Preliminary Official Statement, if a Designated Officer determines it to be in the best interest of the City not to issue any one or more series of the Series 2022 Bonds, such Designated Officer shall have the authority to reassign the series designations of the Series 2022 Bonds.
Section 19. Severabilitv of Invalid Provisions. If any one or more of the provisions contained in this Resolution shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Resolution and such invalidity, illegality or unenforceability shall not affect any other provision of this Resolution, and this Resolution shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The City Council hereby declares that it would have RFA:bg A22-01340 (04-26-2022)
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adopted this Resolution and each and every Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Series 2022 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Resolution may be held illegal, invalid or unenforceable.
Section 20. Section Headings and References; Interpretation. The headings or titles of the several Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Resolution.
All references herein to "Sections" and other subdivisions are to the corresponding Sections or subdivisions of this Resolution; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Resolution as a whole and not to any particular Section or subdivision hereof; and words of the masculine gender shall mean and include words of the feminine and neuter genders.
Section 21. Governing Law. This Resolution shall be construed and governed in accordance with the laws of the State of California.
Section 22. 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 ___ _ M_ay�1_7 _____ , 2022 by the following vote:
Ayes: Councilmembers:
Noes: Councilmembers:
Absent: Councilmembers:
Recusal(s): Councilmembers:
RFA:bg A22-01340 (04-26-2022)
01385052.DOC
Zendejas, Allen, Price, Supernaw,
Mungo, Saro, Uranga, Austin,
Richardson.
None.
None.
None.
ify"61erk
16