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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH, City Attorney
411 West Ocean Boulevard, 9th Floor
Long Beach, CA 90802-4664
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF LONG BEACH AP PROVING PROCEEDINGS BY
THE FINANCE AUTHORITY OF LONG BEACH FOR THE
ISSUANCE AND SALE OF ITS FINANCE AUTHORITY OF
LONG BEACH LEASE REVENUE BONDS, SERIES 2023,
TO FINANCE VARIOU S CAPITAL PROJECTS,
APPROVING THE FORM AND AUTHORIZING
EXECUTION OF RELATED DOCUM ENTS AND
APPROVING RELATED OFFICIAL ACTIONS
WHEREAS, the City of Long Beach (the “City”) proposes to finance (a) the acquisition and improvement of a building at 125 Elm Avenu e in Long Beach to (i) provide a permanent location for the City’s Police Departme nt Crime Lab and administrative offices for the City’s Energy Resources and Parks, Recreation and Marine departments and other administrative uses, and (ii) provide a new sen ior center (the “Elm Avenue Building”), and (b) various infrastructure projects th roughout the geographic boundaries of the City (collectively, the “Project”); and WHEREAS, it is proposed that the Project will be financed from the proceeds of Finance Autho rity of Long Beach Lease Revenue Bonds, Series 2023 (the “Bonds”), to be issued by the Authority 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 be tween 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 the Elm Avenue Building and other City -owned property and the sites thereof (collectively, the “Property”) to the Authority pursuant to a site and facility lease (the “Site RES-23-0066
2 RFA:bg A23-03376 (04-03-2023)
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH, City Attorney
411 West Ocean Boulevard, 9th Floor
Long Beach, CA 90802-4664
and Facility Lease”) and the Authority will lease the Property back to the City pur suant to a lease agreement (the “Lease Agreement”) under which the City will agree to ma ke lease payments to the 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 paym ents 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 and Cabrera Capital Markets, LLC (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 585 2.1 of the Government Code, which became effective on January 1, 2018, 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 follows:
Section 1. Recitals True and Correct. The City Council hereby finds and determines that the foregoing recitals are true and correct.
Section 2. Findings. The City Council hereby finds that si gnificant public benefits will arise from the financing contemplated by the Bonds and the documents 3 RFA:bg A23-03376 (04-03-2023)
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH, City Attorney
411 West Ocean Boulevard, 9th Floor
Long Beach, CA 90802-4664
related thereto, in accordance with section 6586 of the California Government Code.
Section 3. Approval of Bonds. The City Council hereby approves the issuance of the Bonds by the Authority for the purpose of providing funds to finance the Project, to fund capitalized interest with respect to a portion of the Bonds and to pay t he costs of issuance of the Bonds.
Section 4. Approval of Site and Facility Lease. The City Council here by 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 M anagement or the City Treasurer (each, a “Designated O fficer”), 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 di rected for and in the name and on behalf of the City t o 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 he reby 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 o f 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. 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 Cit y 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 4 RFA:bg A23-03376 (04-03-2023)
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH, City Attorney
411 West Ocean Boulevard, 9th Floor
Long Beach, CA 90802-4664
conclusive evidence of the approval of such addi tions 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 0.50% of the par amount thereof, (b) the principal amount of the Bonds is not greater than $90,000,000, (c) the true interest cost of the Bonds does not exceed 6.00% and (d) the term of the Bonds does not extend beyond August 1, 2055.
Section 7. 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 Pr eliminary 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 State ment 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 consul tation 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 statement (the “Fi nal 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 Stat ement 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 8. 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, w arrants and other docume nts, which they or any 1 2
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28 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 9. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting this resolution.
I hereby certify that the foregoing resolution was adopted by the City Council of the City of Long Beach at its meeting of _____ M_a_y_2 _____ , 2023 by the following vote:
Ayes:
Noes:
Absent:
Councilmembers: Zendejas, Allen, Duggan, Supernaw, Kerr, Saro, Austin, Ricks-Oddie .
Councilmembers: None. ------------------
Councilmembers: Uranga. ------------------
Recusal(s): Councilmembers: None.
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RFA:bg A23-03376 (04-03-2023)
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH, City Attorney
411 West Ocean Boulevard, 9th Floor
Long Beach, CA 90802-4664
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: 4.20%
(B) Finance Charges: $693,600
(C) Net Proceeds to be Received: $83,811,200
(net of finance charges)
(D) Total Payment Amount through Maturity: $152,637,000
The foregoing estimates constitute good faith estimates only.
The principal amou nt 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 t he 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 est imates, (c) the actual amortization of the Bonds being diffe rent 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 e stimates, (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 interes t rates at the time of sale thereof. Market interest rates a re affected by economic and other factors beyond the control of the City.