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21 RESOLUTION NO. RES-22-0134
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF LONG BEACH, CALIFORNIA, AUTHORIZING
THE ISSUANCE OF TIDELANDS REVEN UE REFUNDING
BONDS, SERIES 2022 IN A PRINCIPAL AMOUNT NOT TO
EXCEED $38,000,000, AND APPROVING RELATED
DOCUMENTS AND ACTIONS
WHEREAS, the City Council of the City of Long Beach (the "City") has determined to authorize the issuance of City of Long Beach Tidelands Revenue Refunding Bonds, Series 2022 (the "Bonds") pursuant to an indenture of trust (the "Indenture"), by and between the City and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), to refund bonds issued in 2012 (the "2012 Bonds") by the Long Beach Bond Finance Authority (the "Authority") for the benefit of the Aquarium of the Pacific; and
WHEREAS, the Bonds will be special obligations of the City, will be payable solely from and secured by a pledge of certain Available Tidelands Oil Revenue, Available Tidelands Operating Revenue, and Available Tidelands Operating Fund Balance (together, the "Tidelands Revenues"), as such capitalized terms are defined in the Indenture; and
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24 WHEREAS, Morgan Stanley & Co. LLC, Cabrera Capital Markets, LLC and Stern Brothers & Co. (collectively, the "Underwriters") have proposed to purchase the Bonds and have presented to the City a form of bond purchase agreement for the Bonds, 25 to be entered into between the City and the Underwriters (the "Bond Purchase 26 Agreement"); and
27 WHEREAS, a form of official statement (the "Preliminary Official 28 Statement") describing the Bonds, to be used in connection with the marketing of the RFA:bg A22-01752 (07- 12-2022)
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Bonds by the Underwriters, has been prepared; and
WHEREAS, a form of a continuing disclosure certificate (the "Disclosure Certificate"), providing for ongoing disclosure of matters related to the Bonds, has been prepared; and
WHEREAS, the Bonds will be secured by a pledge of the Tidelands Revenues on a parity with the City's outstanding City of Long Beach Tidelands Revenue Bonds, Series 2017A (Aquarium of the Pacific Project) and City of Long Beach Taxable Tidelands Revenue Bonds, Series 2017B (Queen Mary Improvements) issued pursuant to an Indenture of Trust, dated as of November 1, 2017 (the "2017 Indenture"), between the City and U.S. Bank Trust Company, National Association, currently serving as trustee thereunder, and incident to the redemption of the 2012 Bonds certain amendments to the 2017 Indenture need to be made as set forth in a First Supplemental Indenture of Trust which has been prepared, and a site lease between the City and the Authority needs to be terminated and superseded by a lease agreement between the City and the Aquarium of the Pacific, a form of which has been prepared; and
WHEREAS, also in connection with the redemption of the 2012 Bonds, a parking agreement between the City and the Aquarium of the Pacific needs to be replaced by a revised parking agreement so that the parking revenues described therein are remitted to the proper party following such redemption, and a form of which revised parking agreement has been prepared; and
WHEREAS, pursuant to Section 5852.1 of the California Government Code, 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; and WHEREAS, following the adoption of this Resolution, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein, will exist, will have happened and will have been performed in due time, form and manner as required by the laws of the State of California, including the RFA:bg A22-01752 (07-12-2022)
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2 WHEREAS, the City Council has duly considered the transactions 3 contemplated by the documents referred to above and wishes at this time to approve the 4 issuance of the Bonds and such documents in the public interests of the City; 5 NOW, THEREFORE, the City Council of the City of Long Beach resolves as 6 follows:
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Section 1. Issuance of the Bonds; Approval of Indenture. The City Council hereby authorizes the issuance of the Bonds in a maximum aggregate principal amount of $38,000,000. The Bonds shall be issued under the provisions of Division 1 of Chapter 3.52 of Title 3 of the City's Municipal Code and pursuant to the Indenture, for the purpose of providing funds to refund the 2012 Bonds, as well as to pay the costs of issuance of the Bonds and to acquire a reserve fund insurance policy for the Bonds.
The City Council hereby approves the Indenture in the form on file with the City Clerk. The City Manager, the Director of Financial Management and the City Trea surer (each a "Designated Officer"), each acting alone, are hereby authorized and directed to execute, for and in the name of the City, the Indenture in such form, together with any changes therein or additions thereto deemed advisable by the Designated Officer executing the Indenture upon consultation with the City Attorney and Bond Counsel, and the execution and delivery of the Indenture by a Designated Officer shall be conclusive evidence of the approval of any such changes or additions. The City Council hereby authorizes the delivery and performance by the City of the Indenture.
Section 2. Sale of Bonds. The City Council hereby approves the sale of the Bonds to the Underwriters pursuant to the Bond Purchase Agreement in the form on file with the City Clerk. The Designated Officers, each acting alone, are hereby author ized and directed to execute, for and in the name of the City, the Bond Purchase Agreement in such form, together with any changes therein or additions thereto deemed advisable by the Designated Officer executing the Bond Purchase Agreement upon consultation with the City Attorney and Bond Counsel (so long as: the principal amount of RFA:bg A22·01752 (07·12·2022)
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27 the Bonds does not exceed $38,000,000, the maximum true interest cost of the Bonds is not greater than 5.00%, and the Underwriters' discount is not greater than 0.50% of the aggregate initial principal amount of the Bonds), and the execution and delivery of the Bond Purchase Agreement by a Designated Officer shall be conclusive evidence of the approval of any such changes or additions. The City Council hereby authorizes the delivery and performance by the City of the Bond Purchase Agreement.
Section 3. Disclosure Certificate. The City Council hereby approves the Disclosure Certificate in the form on file with the City Clerk. The Designated Officers, each acting alone, are hereby authorized and directed to execute, for and in the name of the City, the Disclosure Certificate in such form, together with any changes therein or additions thereto deemed advisable by the Designated Officer executing the Disclosure Certificate upon consultation with the City Attorney and Disclosure Counsel, and the execution and delivery of the Disclosure Certificate by a Designated Officer shall be conclusive evidence of the approval of any such changes or additions. The City Council hereby authorizes the delivery and performance by the City of the Disclosure Certificate.
Section 4. 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, as amended (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 the City Attorney and Disclosure Counsel, 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 statement (the "Final Official Statement"), and the Final Official Statement shall be executed in the name 28 and on behalf of the City by a Designated Officer whose execution thereof shall be RFA:bg A22-01752 (07-12-2022)
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conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the Final Official Statement by the Underwriter in connection with the sale of the Bonds.
Section 5. First Supplemental Indenture of Trust. The City Council hereby approves the First Supplemental Indenture of Trust (the "Supplemental Indenture") amending the 2017 Indenture (as defined in the Indenture) in the form on file with the City Clerk. The Designated Officers, each acting alone, are hereby authorized and directed to execute, for and in the name of the City, the Supplemental Indenture in such form, together with any changes therein or additions thereto deemed advisable by the Designated Officer executing the Supplemental Indenture upon consultation with the City Attorney and Bond Counsel, and the execution and delivery of the Supplemental Indenture by a Designated Officer shall be conclusive evidence of the approval of any such changes or additions. The City Council hereby authorizes the delivery and performance by the City of the Supplemental Indenture.
Section 6. Termination Agreement. The City Council hereby approves the Termination Agreement (the "Termination Agreement") terminating the Site Lease, dated as of April 1, 2001, and amended by a First Amendment to Site Lease, dated as of March 1, 2012, each between the City and the Authority, in the form on file with the City Clerk. The Designated Officers, each acting alone, are hereby authorized and directed to execute, for and in the name of the City, the Termination Agreement in such form, together with any changes therein or additions thereto deemed advisable by the Designated Officer executing the Termination Agreement upon consultation with the City Attorney and Bond Counsel, and the execution and delivery of the Termination Agreement by a Designated Officer shall be conclusive evidence of the approval of any such changes or additions. The City Council hereby authorizes the delivery and performance by the City of the Termination Agreement.
Section 7. Lease Agreement. The City Council hereby approves the Lease Agreement (the "Lease Agreement") that provides for the lease of the aquarium 5 RFA:bg A22-01752 (07-12-2022)
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facility to the Aquarium of the Pacific in replacement for a lease of the facility between the Authority and the Aquarium of the Pacific, in the form on file with the City Clerk. The Designated Officers, each acting alone, are hereby authorized and directed to execute, for and in the name of the City, the Lease Agreement in such form, together with any changes therein or additions thereto deemed advisable by the Designated Officer executing the Lease Agreement upon consultation with the City Attorney and Bond Counsel, and the execution and delivery of the Lease Agreement by a Designated Officer shall be conclusive evidence of the approval of any such changes or additions. The City Council hereby authorizes the delivery and performance by the City of the Lease Agreement.
Section 8. Revised Parking Agreement. The City Council hereby approves the Revised Parking Agreement (the "Revised Parking Agreement") that supersedes the Parking Agreement, dated as of April 1, 2001, and amended by a First Amendment to Parking Agreement, dated as of March 1, 2012, each between the City . and the Aquarium of the Pacific, in the form on file with the City Clerk. The Designated Officers, each acting alone, are hereby authorized and directed to execute, for and in the name of the City, the Revised Parking Agreement in such form, together with any changes therein or additions thereto deemed advisable by the Designated Officer executing the Revised Parking Agreement upon consultation with the City Attorney and Bond Counsel, and the execution and delivery of the Revised Parking Agreement by a Designated Officer shall be conclusive evidence of the approval of any such changes or additions. The City Council hereby authorizes the delivery and performance by the City of 23 the Revised Parki ng Agreement.
24 Sect ion 9. Designation of Counsel. The law firm of Quint & Thimmig LLP 25 is hereby designa ted as Bond Counsel, and the firm of Stradling Yocca Carlson & Rauth, 26 a Professional Corporation is hereby designated as Disclosure Counsel with respect to 27 the Bonds. The City Attorney is hereby authorized and directed to execute agreements 28 with said firms for their services in connection with the Bonds in form and substance RFA:bg A22-01752 (07-12-2022)
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21 acceptable to the City Attorney.
Section 10. Designation of Municipal Advisor. The firm of KNN Public Finance, is hereby designated as municipal advisor to the City with respect to the Bonds.
The City Treasurer is hereby authorized and directed to execute an agreement with said firm for its services in connection with the Bonds, in form and substance acceptable to the Treasurer.
Section 11. Official Actions. The City Manager, the Director of Financial Management, the City Treasurer, the City Clerk and all other officers of the City are each authorized in the name and on behalf of the City to obtain an insurance. policy guaranteeing payment of the debt service on all or a portion of the Bonds, as well as a Reserve Account Insurance Policy (as defined in the Indenture) for the Bonds, in each case if determined by any such officer, upon consultation with the Municipal Advisor, determines one or both of such policies to be in the best economic interest of the City, and to make any and all assignments, and to execute any and all certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them deem necessary or appropriate in order to consummate the sale and issuance of the Bonds and any of the other 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 22 such officer shall be absent or unavailable.
23 · Section 12. This resolution shall take effect immediately upon its adoption 24 by the City Council, and the City Clerk shall certify the vote adopting this resolution. 25 Ill
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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 August 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.
City Clerk
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EXHIBIT "A"
GOVERNMENT CODE SECTION 5852.1 DISCLOSURE
The following information consists of estimates that have been provided by the Municipal Advisor which have been represented to have been provided in good faith:
(A) True Interest Cost of the Bonds: 3.03%
(B) Finance Charges: $560,342
(C) Net Proceeds to be Received: $35,088,305 (net of Finance Charges) (D) Total Payment Amount through Maturity (sum of all 2022 Bond debt service):
$39,601, 770
The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates on July 8, 2022.
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 used 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 principal amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates on the Bonds 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 the Bonds sold will be determined based on the timing of the need for proceeds of the Bonds RFA:bg A22-01752 (07-12-2022)
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and other factors. The actual interest rate on the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the principal 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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