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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
411 West Ocean Boulevard, 11th Floor
Long Beach, CA 90802 -4664
RESOLUTION NO. UT-1568
A RESOLUTION OF THE BOARD OF PUBLIC
UTILITIES COMMISSIONERS OF THE CITY OF LONG
BEACH AUTHORIZING THE ISSUANCE AND/OR
INCURRENCE OF CITY OF LONG BEACH, CALIFORNIA
SENIOR SEWER REVENUE SHORT-TERM OBLIGATIONS
FROM TIME TO TIME IN THE FORM OF A REVOLVING
LINE OF CREDIT WITH WELLS FARGO BANK N.A. IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$45,000,000 OUTSTANDING AT ANY ONE TIME;
APPROVING A FOURTH SUPPLEMENTAL SENIOR
INDENTURE, A CREDIT AGREEMENT, A FEE
AGREEMENT AND CERTAIN RELATED DOCUMENTS;
AND AUTHORIZING THE GENERAL MANAGER TO
EXECUTE ALL RELATED DOCUMENTS
WHEREAS, the City of Long Beach (the “City”) is a city organized and existing under a charter duly and regularly adopted pursuant to the provisions of the Constitution of the State of California; and
WHEREAS, the Board of Public Utilities Commissioners of the City, successor to the Board of Water Commissioners of the City (the “Board”), acting on its own behalf and on behalf of the City, under the City Charter (the “Charter”) and Section 3.52.110 HWௗVHq. of the Long Beach Municipal Code (the “Bond Law”), may issue revenue bonds for the purposes of the Public Utilities Department of the City, successor to the Water Department of the City (the “Utilities Department”), with the approval of the City Council of the City (the “City Council”) expressed by resolution; and ///
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
411 West Ocean Boulevard, 11th Floor
Long Beach, CA 90802 -4664
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:+(5($6SXUVXDQWWR6HFWLRQௗRI$UWLFOH;9,,RIWKH&KDUWHUWKH&LW\ acting by and through the Board, with the prior approval of the City Council, is authorized to issue on behalf of the City, short-term revenue certificate obligations for purposes of the sanitary sewer system (the “Enterprise”) of t he City under the jurisdiction of the Utilities Department; and
WHEREAS, the Board, acting on its own behalf and on behalf of the City, has previously entered into that certain Master Senior Trust Indenture, dated as of June 1, 2009, as amended (the “Master Senior Indenture”), by and between the Board, acting on its own behalf and on behalf of the City, and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Senior Trustee”), pursuant to which it has issued Bonds, including its outstanding City of Long Beach, California Senior Sewer Revenue Refunding Bonds, Series 2016A; and
WHEREAS, the Board, acting on its own behalf and on behalf of the City, has determined that it is in the best interest of the Board, the Utilities Department, the City and the Enterprise to have the capacity to issue senior sewer revenue short-term obligations (the “Short-Term Obligations”), in order to finance on either a reimbursement or forward funding basis the acquisition, construction and equipping of improvements to the Enterprise and/or the other financing needs of the Enterprise; and WHEREAS, the Board, acting on its own behalf and on behalf of the City, has determined that it is in the best interest of the Board, the Utilities Department, the City and the Enterprise to issue and incur the Short-Term Obligations in the form of a revolving line of credit (the “Revolving Line of Credit”) to be provided by Wells Fargo Bank, National Association, Wells Fargo Municipal Capital Strategies, LLC or any affiliate thereof (the “Bank”); and
WHEREAS, the Revolving Line of Credit will be made available to the Board by the Bank pursuant to the hereinafter defined Credit Agreement and the hereinafter defined Fee Agreement (as hereinafter defined), whereby the Board may obtain loans in
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
411 West Ocean Boulevard, 11th Floor
Long Beach, CA 90802 -4664
an amount of not to exceed $45,000,000 at any one time outstanding in order to finance on either a reimbursement or forward funding basis the acquisition, construction and equipping of improvements to the Enterprise and/or for such other financing needs of the Enterprise; and
WHEREAS, the Short-Term Obligations and the moneys loaned to and borrowed by the Board under the Credit Agreement will be issued and/or incurred so that the interest paid on such Short-Term Obligations and loans will be excluded from the gross income of the recipients thereof under the varying provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or related thereto; and WHEREAS, the Short-Term Obligations and the obligations incurred pursuant to the terms of the Credit Agreement, the Fee Agreement and the Note (as hereinafter defined) will be issued and/or incurred as Bonds (as defined in the Master Senior Indenture) and will be special, limited obligations of the City, payable solely from and secured by a pledge of and lien on Net Revenues (as defined in the Master Senior Indenture), derived by the Board from the operations of the Enterprise and certain funds and accounts; and
WHEREAS, the Bank’s commitment to make loans under the Credit Agreement, as herein authorized, shall have a term not exceeding three years, unless extended pursuant to the terms of the Credit Agreement; and WHEREAS, the provisions of the Credit Agreement and the Fee Agreement shall include the obligation of the Board to reimburse the Bank and to pay interest on the outstanding loans, and to make other payments to the Bank; and WHEREAS, in addition to the Credit Agreement, the Fee Agreement and the Note, the Short-Term Obligations will be issued and/or incurred pursuant to the Master Senior Indenture and the hereinafter defined Fourth Supplemental Senior Indenture; and WHEREAS, there have been presented to the Board the following documents:
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
411 West Ocean Boulevard, 11th Floor
Long Beach, CA 90802 -4664
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(a) a form of the Fourth Supplemental Senior Trust Indenture (the “Fourth Supplemental Senior Indenture”), by and between the Board, acting on its own behalf and on behalf of the City, and the Senior Trustee; (b) a form of the Credit Agreement (the “Credit Agreement”), between the Board, acting on its own behalf and on behalf of the City, and the Bank; (c) a form of the Note (the “Note”) (which is attached the Credit Agreement as Exhibit B; and
(d) a form of the Fee and Interest Rate Agreement (the “Fee Agreement”), between the Board, acting on its own behalf and on behalf of the City, and the Bank; and
WHEREAS, said documents will be modified and amended and will be executed in a form to reflect the various details applicable to the Short-Term Obligations and the Revolving Line of Credit; 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 Short-Term Obligations and the Revolving Line of Credit is set forth in Exhibit A attached hereto, and such information is hereby disclosed and made public; and
WHEREAS, the Board wishes at this time to authorize all proceedings relating to the issuance and/or incurrence of the Short-Term Obligations and the Revolving Line of Credit and the execution and delivery of all agreements and documents relating thereto; and
NOW, THEREFORE, the Board of Public Utilities Commissioners of the City of Long Beach resolves as follows:
Section 1. Recitals . That the above recitals are true and correct and are incorporated herein by reference.
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
411 West Ocean Boulevard, 11th Floor
Long Beach, CA 90802 -4664
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Section 2. Issuance and/or Incurrence of Short-Term Obligations; Terms of Short-Term Obligations. For the purposes set forth in the foregoing recitals, the Board hereby authorizes (a) the issuance and/or incurrence, from time to time, by the Board, acting on its own behalf and on behalf of the City, of the Short-Term Obligations in the form of the Revolving Line of Credit to be provided by the Bank pursuant to the Credit Agreement, provided that the aggregate principal amount of all Short-Term Obligations outstanding at any time shall not exceed $45,000,000, and (b) the incurrence by the Board of all other Obligations (as defined in the Credit Agreement) under the Credit Agreement, the Note, the Fee Agreement, the Master Senior Indenture and the Fourth Supplemental Senior Indenture. The Bank’s commitment to make Loans (as defined in the Credit Agreement) under the Credit Agreement shall have a term not exceeding three (3) years from the effective date of the Credit Agreement, unless such date is earlier terminated pursuant to the terms of the Credit Agreement or extended, reduced or rescinded by a subsequent resolution of the Board (and approved by the Bank). The outstanding principal amount of each Loan shall bear interest at the interest rates set forth in the Credit Agreement and the Fee Agreement. Notwithstanding anything to the contrary in the previous sentence or the provisions of this Resolution, interest payable by the Board on any Loan shall not exceed the lesser of twelve percent (12%) per annum and the maximum rate permitted by applicable law (the “Maximum Rate”); provided, however, if the rate of interest calculated in accordance with the terms of the Credit Agreement and the Fee Agreement exceeds the Maximum Rate, interest at the rate equal to the difference between the rate of interest calculated in accordance with the terms of the Credit Agreement and the Fee Agreement and the Maximum Rate shall be deferred until such date as the rate of interest calculated in accordance with the terms of the Credit Agreement and the Fee Agreement ceases to exceed the Maximum Rate, at which time the Board shall pay the Bank the deferred interest as provided in the Credit Agreement and the Fee Agreement.
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
411 West Ocean Boulevard, 11th Floor
Long Beach, CA 90802 -4664
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The Revolving Line of Credit is being obtained to provide funds, from time to time, to finance on either a reimbursement or forward funding basis the Costs of a Project (as defined in the Master Senior Indenture) and/or the other financing needs of the Board (including, but not limited to, the refunding and restructuring of existing indebtedness of the Enterprise).
The Board shall be obligated to repay the Bank for all Loans and pay all other Obligations owed to the Bank, and such Loans and other Obligations shall be payable, both with respect to interest and principal as provided for in the Master Senior Indenture, the Fourth Supplemental Senior Indenture, the Credit Agreement, the Note and the Fee Agreement. The interest paid by the Board on the Short-Term Obligations and the Loans will be excludable from gross income for federal income tax purposes.
Section 3. Pledge to Secure the Short-Term Obligations, the Loans, the Note, and the Other Obligations. The Board hereby approves the pledge of and the granting of a lien on Net Revenues and the other security set forth in the Master Senior Indenture and the Fourth Supplemental Senior Indenture in accordance with the terms of the Master Senior Indenture and the Fourth Supplemental Senior Indenture to secure the Short-Term Obligations, the Loans, the Note, and the other Obligations.
Section 4. Special Obligations. The Short-Term Obligations, the Loans, the Note and the other Obligations shall be special, limited obligations of the City, payable solely from and secured by a pledge of and lien on Net Revenues and from the funds and accounts held by the Senior Trustee under the Master Senior Indenture and the Fourth Supplemental Senior Indenture. The Short-Term Obligations, the Loans, the Note and the other Obligations will not constitute a debt of the City, the State of California or any of its political subdivisions within the meaning of any Constitutional limitation on indebtedness.
The general fund of the City shall not be liable for the payment of the Short-Term Obligations, the Loans, the Note or the other Obligations or interest thereon. The Short- Term Obligations, the Loans, the Note and the other Obligations are not to be and shall
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
411 West Ocean Boulevard, 11th Floor
Long Beach, CA 90802 -4664
not be secured by the taxing power of the City.
Section 5. Approval of Fourth Supplemental Senior Indenture. The Fourth Supplemental Senior Indenture, in the form on file with the Secretary, is hereby approved. The General Manager of the Utilities Department (the “General Manager”), each of the Assistant General Managers of the Utilities Department (each an “Assistant General Manager”), the Director of Finance of the Utilities Department (the “Director of Finance”) or any other Authorized Board Representative (as defined in the Master Senior Indenture) designated by the General Manager (each a “Designated Officer”), each acting alone, are hereby authorized and directed to execute and deliver the Fourth Supplemental Senior Indenture in such form together with such changes, insertions and omissions as may be approved by the officer executing such Fourth Supplemental Senior Indenture upon consultation with Bond Counsel (as defined in the Master Senior Indenture), such execution to be conclusive evidence of such approval. The Board hereby authorizes the delivery and performance of the Fourth Supplemental Senior Indenture.
Section 6. Approval of Credit Agreement and Note. The Credit Agreement and the Note, in the forms on file with the Secretary, are hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed to execute and deliver the Credit Agreement and the Note in such forms together with such changes, insertions and omissions as may be approved by the officer executing such Credit Agreement and Note upon consultation with Bond Counsel, such execution to be conclusive evidence of such approval. T he Board hereby authorizes the delivery and performance of the Credit Agreement and the Note.
Section 7. Approval of Fee Agreement. The Fee Agreement, in the form on file with the Secretary, is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed to execute and deliver the Fee Agreement in such form together with such changes, insertions and omissions as may be approved by the officer executing such Fee Agreement upon consultation with Bond Counsel, such execution to be conclusive evidence of such approval. The Board hereby authorizes the delivery and
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
411 West Ocean Boulevard, 11th Floor
Long Beach, CA 90802 -4664
performance of the Fee Agreement.
Section 8. Trustee, Pa ying Agent and Registrar. The Board hereby appoints The Bank of New York Mellon Trust Company, N.A., as trustee, paying agent and registrar for the Short-Term Obligations. Such appointments shall be effective upon the issuance of the adoption of this Resolution and shall remain in effect until the Board shall, by supplemental agreement or by resolution, names a substitute or successor thereto.
Section 9. Designated Representatives. The Board hereby appoints the President of the Board, the General Manager, each Assistant General Manager, the Director of Finance, and any other persons the President or the General Manager may designate to serve as Designated Representatives of the Board under the terms of this Resolution, to serve as “Designated Representatives” of the Board under the terms of this Resolution, the Fourth Supplemental Senior Indenture, the Credit Agreement, the Note and the Fee Agreement. The Designated Representatives are, and each of them is, hereby authorized and are hereby directed to perform those duties set forth in the Fourth Supplemental Senior Indenture, the Credit Agreement, the Note and the Fee Agreement including, without limitation, the execution of requests for Loans. The Designated Representatives are, and each of them is, also authorized to make representations, certifications and warranties in connection with implementing and obtaining the Revolving Line of Credit and the issuance and/or incurrence of Loans as and when required in the Fourth Supplemental Senior Indenture, the Credit Agreement, the Note and the Fee Agreement and the certifications and agreements relating to the federal tax exemption with regards to the Short-Term Obligations, the Loans and the Note. The Designated Representatives are hereby further 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 Fourth Supplemental Senior Indenture, the Credit Agreement, the Fee Agreement and this Resolution.
Section 10. Additional Authorization. The General Manager, each Assistant General Manager, the Director of Finance and all officers, agents and employees
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
411 West Ocean Boulevard, 11th Floor
Long Beach, CA 90802 -4664
of the Utilities Department, for and on behalf of the Board, be and they hereby are authorized and directed to do any and all things necessary to effect the execution and delivery of the Fourth Supplemental Senior Indenture, the Credit Agreement, the Note and the Fee Agreement and to carry out the terms thereof. The General Manager, each Assistant General Manager, the Director of Finance, and all officers, agents and employees of the Utilities Department are further author ized and directed, for and on behalf of the Board, to execute all papers, documents, promissory notes (including the Note), certificates and other instruments, including but not limited to a tax compliance certificate that may be required in order to carry out the authority conferred by this Resolution, the Master Senior Indenture, the Fourth Supplemental Senior Indenture, the Credit Agreement, the Note and the Fee Agreement to evidence the same authority and its exercise.
Section 11. Authorization for Creation of Revolving Project Account.
Notwithstanding the provisions of the Fourth Supplemental Senior Indenture, the Board hereby authorizes the creation in the Sewer Revenue Fund (as defined in the Master Senior Indenture) of a project account to be designated the “Revolving Project Account.” Proceeds of each Loan which are to be used to fund Costs of a Project may be deposited into the Revolving Project Account instead of the Short-Term Obligation Construction Fund to be established with the Senior Trustee in accordance with the terms of the Fourth Supplemental Senior Indenture. All moneys in the Revolving Project Account may be invested by the Board or the City from time to time in Permitted Investments (as defined in the Master Senior Indenture). All interest, profits and other income received from the investment of moneys in the Revolving Project Account shall remain in and be credited to such account. The Board shall keep or cause to be kept proper books of record and accounts containing complete and correct entries of all transactions made by the Board relating to the receipt, investment, disbursement, allocation and application of moneys relating to the Revolving Project Account. Funds in the Revolving Project Account shall only be used to fund Costs of a Project.
Section 12. Costs of Issuance. The Board authorizes funds of the Utilities
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
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Long Beach, CA 90802 -4664
Department, together with the proceeds of Loans, to be used to pay costs of issuance of implementing and obtaining the Revolving Line of Credit, including, but not limited to, costs and expenses of attorneys, accountants, municipal/financial advisors, costs and expenses of the Bank and its advisors and attorneys, the costs associated by rating agencies, printing publication and mailing expenses; and any related filing fees thereof.
Section 13. Approval of the City Council. The Board hereby requests the City Council to approve the issuance and incurrence of the Short-Term Obligations, from time to time.
Section 14. Severability 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 Board hereby declares that it would have adopted this Resolution and each and every Section, paragraph, sentence, clause or phrase hereof and authorized the issuance and/or incurrence of the Short-Term Obligations and the Revolving Line of Credit 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 15. Section Headings an d 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
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OFFICE OF THE CITY ATTORNEY
DAWN MCINTOSH City Attorney
411 West Ocean Boulevard, 11th Floor
Long Beach, CA 90802 -4664
gender shall mean and include words of the feminine and neuter genders.
Section 16. Governing Law. This Resolution shall be construed and governed in accordance with the laws of the State of California.
Section 17. Effective Da te of Resolution. The Secretary of the Board of Public Utilities Commissioners shall certify to the passage of this resolution and it shall take effect by operation of law following its approval by the City Council by resolution.
I hereby certify that this Resolution was adopted by the Board of Public Utilities Commissioners of the City of Long Beach at its meeting on ___________________, 2026 by the following vote:
Ayes: Commissioners:
Noes: Commissioners:
Absent: Commissioners:
Secretary
Board of Public Utilities Commissioners
August 27
KEVIN SCOTT, GLORIA CORDERO,
CHARLES PARKIN, GINA MAGUIRE,
AL AUSTIN
NONE
SeS cretary
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