Fresno Municipal Code Art. 1 Revenue Bonds—general Provisions

(a) Unless the particular provision or the context otherwise requires, the definitions and provisions contained in this section shall govern the construction, meaning and application of words and phrases used in this division.

(b) "Acquire" and its variants means acquire, construct, improve, furnish, equip, remodel, repair, reconstruct or rehabilitate.

(c) "Application" means an application submitted by a company pursuant to this division to obtain financing for a project under a project agreement.

(d) "Administrative Expenses" means reasonable and necessary expenses incurred by the city in the administration of the provisions of this division, including, without limitation, fees and costs of paying agents, indenture trustees, attorneys, consultants and others.

(e) "Bonds" means any bonds, notes, certificates, debentures or other obligations issued or entered into by the city pursuant to this division.

(f) "Bondholder" or "Holder of Bonds" or any other similar term means: (i) any person who shall be the holder of any outstanding bond payable to bearer, or (ii) the registered owner or his or her attorney, trustee, representative or assigns of any outstanding bond which shall at the time be registered so as to be payable other than to bearer.

(g) "Bond Proceeds" means all amounts received by the city upon sale or other disposition of any bonds.

(h) "Charter" means the "Charter of the City of Fresno, State of California," as amended from time to time.

(i) "Company" means a person, partnership, corporation, whether for profit or not, trust or other private enterprise or entity of whatever legal form, for which a project is undertaken or proposed to be undertaken pursuant to this division, and may include more than a single enterprise.

(j) Unless otherwise specified by this division, "cost" as applied to any project, may include, without limitation, any or all of the following:

(1) The cost of construction, improvement, remodeling, rehabilitation, repair and reconstruction.

(2) The cost of acquisition, including rights in land and other property, both real and personal and improved and unimproved, and franchises and disposal rights.

(3) The cost of demolishing, removing or relocating any building or structures on lands so acquired, including the cost of acquiring any lands to which such buildings or structures may be moved or relocated.

(4) The cost of machinery, equipment and furnishings, and of engineering and architectural surveys, plans and specifications.

(5) The cost of consultant services, including, without limitation, legal, financial, engineering, accounting and auditing, necessary or incident to a project and of the determination as to the feasibility or practicability of undertaking such project.

(6) The cost of financing, including, without limitation, interest to be paid on the bonds prior to, during and for, a reasonable period after completion of project, underwriter's discount, loan fees and reserves for securing principal and interest payments and for extensions, enlargements, additions, repairs, replacements, renovations and improvements.

(7) The cost of acquiring or refinancing existing obligations, incurred in connection with a project.

(8) The reimbursement to any governmental entity or agency, or any company, of expenditures made by or on behalf of such entity, agency or company that are costs of such project hereunder, without regard to whether or not such expenditures may have been made before or after the undertaking of a project by the city or delivery of bonds, all to the extent that such costs may be legally paid from bond proceeds.

(9) The cost of making relocation assistance payments by the company and/or the city, as the case may be, all as provided by state law.

(10) Cost of complying with state and federal environmental laws.

(11) Premiums for bond insurance, mortgage insurance or other insurance required in connection with the financing.

(12) Any other items necessary or convenient for the project, whether or not included within the above categories.

(k) "Facilities" or "facility" means property suitable for any one or more of the activities or uses described in this division for which bonds can be issued, and includes incidental facilities and appurtenances and appurtenant work.

(l) "Governmental Department" means any commission, department or agency of the State or the United States of America with which, under any other act, the offer, issuance or sale of the bonds is subject to authorization, qualification or registration.

(m) "Proceedings" means the actions taken by the city in undertaking, carrying out and completing a project, including, without limitation, the project agreements, indenture, bonds and resolutions.

(n) "Project" means the acquisition, financing or refinancing of Facilities as authorized by this division, which may be located on one or more sites.

(o) "Project Agreements" means the agreements between the city and a company respecting a project, and may include, without limitation, leases, subleases, options to and installment or other contracts of purchase, loan and guarantee agreements, notes, mortgages, deeds of trust, and security agreements.

(p) Unless otherwise provided by this division, "property" means any land, leasehold interest, easements, right-of-way, air rights, water rights, disposal rights and any other rights, hereditaments or profits of whatever kind and nature, improvements, buildings or other structures, and any personal property, and includes, but is not limited to, machinery and equipment, whether or not in existence or under construction, and interests in any of the foregoing necessary, incidental or convenient in connection with the project.

(q) "Resolution of Issuance" means a resolution or an indenture duly approved by the Council authorizing the issuance of bonds of the city constituting its indenture as further provided in this division.

(r) "Revenues" means amounts received by the city as payments of principal, interest and all other charges with respect to a loan under this division, as payments under a lease, sublease or sale agreement with respect to a facility, as proceeds from mortgage, hazard or other insurance on or with respect to such a loan, lease, sublease or sale agreement, all other rents, charges, fees, income and receipts derived by the city from the financing or refinancing of a facility under this division, any amounts received by the city as investment earnings on moneys deposited in any fund or account securing bonds, and such other legally available moneys as the Council may, in its discretion, lawfully designate as revenues in the resolution of issuance.

(s) "State" means the State of California.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

Revenues, as defined by this article, and the expenditures of such revenues shall not be taken into account in any manner in determining the city's compliance with Article XIIIB of the California Constitution.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

(a) No attorney or firm of attorneys employed as counsel by a company may serve as legal counsel, including bond counsel, to the city in connection with any project or proposed project for such company. No attorney or firm of attorneys employed as counsel by an Underwriter may serve as legal counsel, including bond counsel, to the city in connection with any project or proposed project for the company involved.

(b) No person or firm employed as financial consultant, advisor or underwriter by a company may serve as financial advisor to the city in connection with any proposed project for such company, and no financial advisor to the city for a particular issue of bonds may purchase or agree to purchase bonds from the city unless such bonds are offered by the city at a public sale upon publication of a notice inviting bids.

(c) The contract restrictions set forth in this section may be waived by the written consent of the city unless otherwise precluded by applicable law.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

(a) The city is recognized to have and shall exercise all powers pursuant to and as may be limited by the Charter and the laws of the State of California which are necessary or appropriate for carrying out the purposes of this division, including, without limitation, the following powers, together with all powers incidental thereto:

(1) To acquire property by purchase, exchange, gift, lease, contract or otherwise, including eminent domain;

(2) To maintain property;

(3) To dispose of property by lease, sale, exchange, donation, release, relinquishment or otherwise;

(4) With respect to property, to:

(i) Charge and collect rent under any lease;

(ii) Sell at public or private sale, with or without public notice;

(iii) Sell at a premium or discount above or below appraised value or for a nominal consideration;

(iv) Sell on an installment payment or a conditional sales basis;

(v) Convey, or provide for the transfer of, property without further act of the city, upon exercise of an option; and

(vi) Sell at a fixed or formula price, and receive for any such sale the note or notes of a company and mortgages, deeds of trust, or other security agreements respecting such property; provided, however, this subsection shall be operable only to the extent permitted by the Charter;

(5) To encumber property, including funds, whether then owned or thereafter acquired;

(6) To advance funds secured by loan agreements and charge and collect interest on such funds;

(7) To exercise all rights and to perform all obligations of the city under the project agreements and resolution of issuance, including the right, upon any event of default by, or the failure to comply with any of the obligations thereof by, the lessee, purchaser or other company thereunder, to dispose of all or part of the property to the extent authorized by the project agreements or resolution of issuance;

(8) To borrow money and issue its bonds for the purpose of paying all or any part of the costs of a project, as provided in this division;

(9) To pledge the revenues or any portion thereof, and all other rights, as security for the payment of any bonds so issued and for performance of obligations under a resolution of issuance;

(10) To contract and pay compensation for professional, legal, financial and other services;

(11) To refund outstanding bonds when there is a finding that such refunding will be of benefit to the city or a company or holders of such bonds, subject to the provisions of the proceedings for the issuance thereof to the extent permitted by law;

(12) To invest and reinvest funds, including bond proceeds, pending application thereof to the purposes for which such bonds shall have been issued, subject to the provisions of the proceedings for the issuance thereof;

(13) To acquire and hold obligations of any kind and pledge or assign the same as further security;

(14) To fund administrative expenses (1) by the establishment and collection of application processing and other fees in such amounts as may be established by the Council from time to time in the Master Fee Resolution as defined in Section 1-107; (2) by the acceptance of funds and other aid from governmental sources authorized to provide such funds or aid; (3) by the acceptance of contributions from business, trade, labor, community and other associations; and (4) by other legal means;

(15) To make a construction and/or permanent loan and/or loans to a company or to a lender under a contract obligating the lender to make such loan or loans to a company pursuant to a resolution of issuance and a project agreement, and such loan or loans may be secured by a mortgage or such other security interests as deemed advisable by the city, may contain the unconditional promise of the company to so make payments or may be guaranteed by such other means as approved by the city;

(16) To lease facilities and/or property to a company with an option for the company to purchase such facilities and/or property at the end of the lease term at such price as may be determined by the city;

(17) To enter into lease-leaseback financings with companies on such terms as may be provided in the resolution of issuance and the project agreements; and

(18) To enter into installment sale agreements with a company for facilities constructed by the city, with title to pass from the city to such company upon entering into such agreement or upon payment in full of the principal and interest on bonds.

(b) To exercise the city's right of eminent domain in implementing the intent of the city by adopting this division, to the extent possible and in the manner required in the Charter and applicable State laws.

(c) The city may obtain, or aid in obtaining, from any department or agency of the United States or of the State of California or of any private company, any insurance or guarantee as to, or of, or for the payment or repayment of, interest, principal, rents, fees or other charges, or any part thereof, on any loan, lease, sublease or sale agreement or any instrument evidencing or securing the same, made or entered into pursuant to the provisions of this division; and may accept payment in such manner and form as provided therein in the event of default by a company, and may assign any such insurance or guarantee as security for bonds.

(d) The city may hold deeds of trust, mortgages or security interests in personal property as security for loans and other obligations of companies under this division and may pledge or assign the same as security for repayment of bonds. Such deeds of trust, mortgages and security interests may be assigned to, and held on behalf of the city by any bank or trust company appointed to act as trustee by the city in any resolution of issuance.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

The Council shall provide, by ordinance or resolution, rules and regulations setting forth the details of the procedures for the implementation of this division, including but not limited to the procedures for processing applications and the deposits, fees and charges to be made hereunder and the uses of same, or any fund or funds derived therefrom. The Council shall establish the deposits, fees and charges as it may designate in the Master Fee Resolution.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

A company may apply for financing pursuant to this division by filing an application with the city on such forms and with the city as specified pursuant to Section 8-2-105 above and shall include without limitation, all information necessary to evaluate the financial reliability and stability of the company, and to support the determination of the city that it will receive a substantial benefit. The City Manager is hereby directed to develop an application package in a manner that will effectuate the purposes of this division.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

(a) Applications and any applicable deposits, fees or charges, for bonds authorized by this division shall be submitted to the City Manager who shall be responsible for the proper processing of applications for such bonds.

(b) Applications for projects by companies not reasonably in accordance with the requirements of this division need not be accepted and further processed.

(c) Receipt of any application in no way obligates the city to preliminarily undertake the project proposed.

(d) Upon receipt of any application, the city shall review each application and shall determine compliance with the purposes of this division and with the criteria established pursuant hereto, and such review shall include the making of the appropriate determinations, including, without limitation, the determination that it is likely that the undertaking of the project by the city will be a substantial factor in the accrual of each of the public benefits from the use of the facilities as proposed in the application.

(e) Upon an affirmative determination under subsection (d) of this section, a copy of the application, as then amended or supplemented, so certified by the City Clerk, shall be entered into the records of the city, and a notice of the acceptance of the application shall be sent to the company.

(f) Upon such approval, and certification thereof by the City Clerk, all proceedings necessary to comply with the California Environmental Quality Act of 1970, as amended ("CEQA"), any zoning, building code or other requirements of law shall be taken or completed, as the case may be, at the expense of the company.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

(a) A project shall be deemed to have been preliminarily undertaken by the city when the Application has been reviewed, processed as above set forth, the affirmative determinations above required have been made, and the approval of the city has been obtained.

(b) Preliminarily undertaking a project in no way obligates the city to undertake a project by entry into project agreements.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

The city shall undertake projects by entering into project agreements. Said agreements may contain the following:

(a) The company shall comply with all legal requirements relating to the project and the operation, repair and maintenance of the facility, including:

(1) Obtaining any rezonings or variances, building, development, environmental and other permits and approvals, and licenses and other entitlements for use, without regard to any exemption for public projects;

(2) Securing the issuance of any certificates of need, convenience, and necessity or other certificates or franchises required by the State;

(3) Qualifying and/or registering any nonexempt issue, offer or sale of any bonds or other security proposed to be issued by the company or others (including the city) in connection with the project; and

(4) Providing satisfactory evidence of compliance with this section.

(b) The company shall provide, or cause to be provided by others, all amounts required for the project and all property of the project which are not to be provided as or by expenditure of bond proceeds, and in the case of any such amounts and property which the company proposes to cause to be provided by others, as by contract, grant, subsidy, loan or other form of assistance, shall provide satisfactory evidence that such amounts and property will be provided when required.

(c) Expenditure of bond proceeds shall be supervised to assure proper application to the project.

(d) The company shall, at its own expense, ensure, repair and maintain the facility, pay such taxes with respect to its interests in the property of the project as is then required by law, and pay any assessments and other public charges secured by liens, upon such interests as constitute the tax base for property taxation (regardless of any exemption which may be provided from property taxes), on the same basis as other property of similar character.

(e) The amounts payable by a company to, or for, the benefit of the city shall, in the aggregate, not be less than amounts sufficient:

(1) To pay any bonds that shall be issued by the city to pay the costs of the project, and

(2) To pay those administrative expenses which relate to the administration of the project agreements, the resolution of issuance and the bonds.

(f) The term of the project agreements shall extend at least until the date on which all such bonds and all other obligations incurred by the city in connection with a project shall have been paid in full or adequate funds for such payment shall have been otherwise provided.

(g) Such additional provisions as in the determination of the city are necessary or appropriate to effectuate the purposes of this division, including, without limitation, provisions:

(1) For payments by a company which include amounts for administrative expenses, in addition to the amounts which the agreement is required to obligate the company to pay, which are incurred by the city related to the preliminary undertaking of the project by the city;

(2) For payment before a facility exists or becomes functional, or after a facility has ceased to exist or be functional to any extent and from any cause;

(3) For payment regardless as to whether or not the company is in possession or is entitled to be in possession of the facility;

(4) Relating to the carrying out and completion of the project, including the allocation of responsibility between the city and the company regarding the acquisition of property, the making of other purchases, and the contracting for construction of the project, with or without competitive bidding, and the payment therefor;

(5) That some or all of the obligations of a company shall be unconditional and shall be binding and enforceable in all circumstances whatsoever, notwithstanding any other provision of law;

(6) Relating to the use, maintenance, repair, insurance and replacement of property of the project, such as the city and the company deem necessary for the protection of themselves or others, including but not limited to liability insurance, indemnification, and events of default;

(7) That the company shall indemnify and hold the city harmless against the claims and demands of all persons arising in any manner from the project, the project agreements, the facilities, the property, its operation, maintenance, repair and the like, including, without limitation, alleged violations of any State or Federal law relating thereto or relating to this division or any acts taken under this division; and

(8) For the payment of fees, charges or deposits for the purpose of establishing and maintaining such common reserve fund or funds as may be deemed necessary or desirable to secure the city's bonds issued hereunder, pursuant to rules and regulations governing the derivation, operation and use of such common reserve fund or funds. One or more common reserve funds may be established by the city for any or all of its bonds. The liability of any such common reserve fund with respect to any single issue of bonds of the city may not exceed the sum of the unpaid principal, interest and premium, if any, of the outstanding bonds of such issue. Each common reserve fund established pursuant to this section shall be established by the Finance Director. All interest or other increment earned by investment or deposit of moneys in such Fund shall be credited to and deposited in such Fund.

(h) The company shall provide for the payment of any relocation assistance required by law and shall reimburse the city, as the case may be, for relocation assistance services.

(i) Notwithstanding any other provision of this division, projects developed pursuant to this division shall be consistent with the requirements of the General Plan of the city and any applicable redevelopment plan.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

No company shall, by reason of any project agreement, be deemed the agent of the city in the carrying out of such Agreement.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

The issuance of bonds shall be authorized by the Council by a resolution of issuance. The resolution of issuance may contain such terms and conditions of the bonds as the Council deems advisable and in accordance with the provisions of this division, including but not limited to the following:

(a) The type, denominations, terms and maturities of the bonds as the city may deem appropriate;

(b) The bonds to be in either registered or bearer form either as to principal or interest or both and carry such conversion and reconversion privileges as the city may deem appropriate;

(c) The bonds to be payable as serial or term bonds in such installments as may be set forth therein;

(d) The bonds to be payable in such mediums and at such place or places within or without the State as the city may deem appropriate;

(e) The bonds to bear interest at such rate or rates (or variable rates, as the case may be) per annum not to exceed those specified in the proceedings, payable at such time or times and at such place or places within or without the State and evidenced in such manner as the city may deem appropriate;

(f) The bonds to be exchangeable for, or issuable in lieu of, such bonds;

(g) The manner in which bonds shall be executed;

(h) If deemed advisable by the city, there may be retained in the proceedings an option to redeem prior to maturity all or any part of any bonds as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in such proceedings and as may be briefly recited in the bond. Nothing in this division shall be construed to confer on the city any right or option to redeem any bonds, except as may be provided in the proceedings under which they shall have been issued;

(i) The fixing and collection of revenues;

(j) The creation and maintenance of special funds from such revenues, including reserve and sinking funds;

(k) The limitations on expenditures of bond proceeds and the pledge or assignment of such proceeds to secure the payment of such bonds;

(l) The procedure by which any contract represented by bonds may be amended or abrogated;

(m) The acts and omissions which shall constitute, and the rights and remedies available, in an event of default. In such an event of default, the obligations of the city may be enforced by mandamus, by the appointment of a receiver, by foreclosure of or sale under any resolution of issuance, by injunction, by specific performance, by equitable relief, or by any one or more of such remedies, or any other appropriate remedy authorized by law;

(n) The limitations on the issuance of additional bonds, the terms upon which additional bonds may be issued and secured, and the refunding of outstanding bonds;

(o) The procedure, if any, by which the terms of any contract with bondholders may be amended or abrogated, the amount of bonds the holders of which must consent thereto, and the manner in which such consent may be given;

(p) The payment of administrative expenses or other expenses of the city;

(q) Specification of the acts or omissions to act which shall constitute a default in the duties of the city to holders of the bonds, and providing the rights and remedies of such holders in the event of default;

(r) Issuing bonds in temporary form pending preparation of bonds in definitive form, at which time such temporary bonds shall be exchanged for definitive bonds in bearer or fully registered form;

(s) For any additional matters authorized to be included in the indenture provisions of a resolution of issuance or which relate to the security, protection or remedies of bondholders, or which tend to make the bonds more marketable;

(t) The bonds to contain such provisions not inconsistent with this division as the city may deem appropriate which are for the protection of the city or the bondholders; and

(u) The pledge or assignment of all or any part of the revenues and of any other moneys or assets legally available therefor (including loans, deeds of trust, mortgages, leases, subleases, sales agreements and other contracts and security interests) and the use and disposition of such revenues, moneys and assets, subject to such agreements with the holders of bonds as may then be outstanding.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

(a) In the discretion of the city, any bonds issued under the provisions of this division may be secured by indenture provisions in the resolution of issuance by and between the city and one or more banks or trust companies within or outside the state having the necessary trust powers as trustee, custodian, or trustee and custodian for the benefit of the bondholders, paying agent, or bond registrar, and being subject to service of process within the state. The resolution of issuance may contain such provisions which are customarily found in indentures, including, without limitation, the provisions hereinafter set forth. Such resolution of issuance may vest in bondholders the right to remove and appoint a new trustee or trustees. The trustee or trustees may, at any time, own all or any part of the bonds, unless otherwise provided in the resolution of issuance. Such resolution of issuance may vest in such trustee or trustees, in trust or agents, as provided therein and as consistent with other provisions of this section, property, rights, powers and duties, and may provide that the revenues and any other rights be pledged as security for repayment of the bonds, subject to such agreements with bondholders as may then exist.

(b) Such resolution of issuance may contain covenants of the city as to the acquisition of property, the disposition of any property, or part thereof, the subjecting of additional property to the lien thereof, the issuance of additional bonds, the custody, investment and application of all moneys, the creation and maintenance of reserves, the disposition of insurance or condemnation proceeds, and the use of surplus bond proceeds. Any such resolution of issuance may define events of default thereunder, which may include events of default by a company under the project agreements, may specify the action to be taken by the city upon an event of default, may set forth the rights and remedies of the bondholders and of the trustee or trustees, and may restrict the individual right of action by bondholders. In addition, any such resolution of issuance may contain such other provisions as the city may deem reasonable and proper and which relate in any way to the security or protection of bondholders. All expenses incurred in carrying out the provisions of such resolution of issuance shall be treated as an administrative expense. Any interest in property established by any resolution of issuance shall be valid and binding from the date thereof, and any revenues or amounts to cover administrative expenses received by or on behalf of the city thereunder shall immediately be subject to the lien thereof without any further act, which lien shall be valid and binding as against all persons, irrespective of notice, without any filing or recording except a filing in the records of the city. All revenues, excepting (unless otherwise provided) bond proceeds, shall further be deemed to be trust funds and all revenues shall be held and applied solely as provided in such resolution of issuance, but no bondholder shall, as such, be in any manner obligated to see to the proper application thereof.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

Any pledge of revenues or other moneys or assets pursuant to the provisions of this division shall be valid and binding from the time such pledge is made. revenues, moneys and assets so pledged and thereafter received by the city shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the city, irrespective of whether such parties have notice thereof. Neither the resolution of issuance nor any indenture by which a pledge is created need be filed or recorded except in the records of the city.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

In anticipation of the sale of bonds, the city may issue bond anticipation notes and may renew the same from time to time. Such notes shall be payable from any revenues or other moneys authorized by this division to be pledged to secure payment of bonds which are not otherwise pledged, or from the proceeds of sale of the bonds in anticipation of which they were issued. Such notes shall be issued in the same manner as bonds. Such notes and the resolution of issuance providing for their issuance may contain any provisions, conditions or limitations which a bond, or a resolution of issuance providing for the issuance thereof, may contain.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

(a) All bonds issued by the city for a project shall be special obligations only of the city, payable solely from the revenues or from the other sources specified in the proceedings. In addition and without limitation to the other provisions of this division:

(1) The bonds may be executed and delivered by the city at any time and from time to time;

(2) The issuance by the city of one or more issues of bonds for one or more purposes shall not preclude it from issuing other bonds in connection with the same project or any other project, subject to such agreements with bondholders as may then exist;

(3) Any bonds of the city issued hereunder at any time outstanding may, at any time, and from time to time, be refunded by the city by the issuance of its refunding bonds in such amount as the city may deem necessary or appropriate. Bonds may be issued as one issue for refunding and other authorized purposes. Any refunding may be effected whether the bonds to be refunded shall have then matured or shall thereafter mature, either by sale of the refunding bonds and the application of the bond proceeds to the purchase or redemption of the bonds to be refunded thereby, or by the exchange of the refunding bonds for the bonds to be refunded thereby with the consent of the holders of the bonds so to be refunded and with such cash adjustments as may be agreed, and regardless of whether or not the bonds proposed to be refunded shall be payable at the same date or different dates or shall be due serially or otherwise, and, notwithstanding any other provision of the law, the proceedings for the issuance of such refunding bonds may provide for the payment into an escrow fund such moneys, together with the interest to be earned thereon, which will be sufficient to pay the principal of and interest and premium, if any, on the bonds so refunded to the earliest or subsequent date of redemption, purchase or maturity of such refunded bonds; and

(4) Each bond shall be deemed to be an investment security under the Uniform Commercial Code as adopted by the state and a negotiable instrument, subject only to any provisions thereof for registration or other provisions restricting transfer, and shall be deemed to have been issued for an authorized purpose of the city in the exercise of the powers pursuant to this division, provided that the city so determines in the proceedings and such determination is recited in the bond.

(b) Bonds may be issued under a contract obligating the purchaser to advance funds as required by the city or may be issued for a consideration other than cash.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

Bonds may be sold at such prices and in such manner as the Council may direct, at public or private sale and may be sold at, above or below the par or face value thereof.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

(a) None of the bonds issued by the city pursuant to this division shall be deemed to constitute a debt or liability of the city, or a pledge of the faith and credit of the city, but shall be payable solely from the revenues and other funds, if any, provided therefor in the proceedings.

(b) The issuance of bonds shall not directly or indirectly or contingently obligate the city to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for their payment.

(c) All bonds shall contain on the face thereof a statement to the following effect:

"Neither the faith and credit nor the taxing power of the City of Fresno is pledged to the payment of the principal of, premium, if any, or interest on this bond, nor is the City of Fresno in any manner obligated to make any appropriation for payment."

(d) Neither the Council nor the officers and employees of the city nor any persons executing the bonds shall, in any event, be subject to any personal liability for the bonds or any personal liability or accountability by reason of the issuance of such bonds.

(e) The bonds shall be a special obligation of the city, and the city shall, under no circumstances, be obligated to pay bonds or project costs (other than administrative expenses), except from revenues and other funds received under the project agreements for such purposes, nor to pay administrative expenses except from funds received under project agreements for such purposes, or from funds which are made available as otherwise authorized by law. All bonds shall contain on the face thereof a statement of their special obligation nature.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

Any net earnings realized by the city pursuant to this division shall inure solely to the benefit of the city and not to the benefit of any company or other private person.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

(a) This division, being necessary for the welfare of the city and its inhabitants, shall be liberally construed to effect its purposes.

(b) The city pledges and agrees with the holders of any bonds issued, and with those companies which may enter into project agreements pursuant to the provisions of this division relating to such bonds, that the city will not amend this division so as to adversely affect vested rights of the holders of such bonds or the Companies executing project agreements relating thereto until the obligations evidenced by such bonds are fully met or discharged and such project agreements are fully performed or discharged on the part of the city; provided, however, that nothing herein contained shall preclude such alteration or change:

(1) If there will be no impairment of the contracts represented by such bonds, based upon a finding made by the Council and the receipt of appropriate opinions and evidence relating thereto;

(2) If, and when, adequate provision shall have been made for the protection from impairment of the contracts represented by such bonds and project agreements; or

(3) To amend this division so as to make it more efficient, cure ambiguities, defects, inconsistent provisions, clarify matters or questions arising under this division, take advantage of new legal or conceptual developments or otherwise improve this division and the application thereof to the benefit of the city and its citizens; and such right to so alter or change is hereby reserved.

(c) A validation action may be brought pursuant to the Code of Civil Procedure commencing with Section 860, or under any other applicable law or legal procedure, to determine the validity of bonds, proceedings, project agreements or indentures, including, without limiting the generality of the foregoing, the legality of all proceedings theretofore taken, or proposed to be taken in such proceedings pursuant to this division and all of such matters respecting which an action may be brought pursuant to said Code of Civil Procedure proceedings or any other applicable law or legal procedure shall be subject to the provisions thereof regarding validity, limitation of actions and incontestability.

(d) This division provides a complete and alternative method for the doing of the things authorized hereby, but the authorizations shall be regarded as supplemental and additional to powers conferred by other laws; provided, however, that in the exercise of any of the powers conferred, including powers relating to the offer, issuance and sale of bonds, under the provisions of this division, the city need not comply with the provisions of any law applicable to the exercise of similar powers except as referred to in this division.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

The city presently has no ordinances or parts of ordinances that are in conflict with this division.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).

The Council hereby declares that this division is an exercise of the power granted to the city by the Constitution and laws of the State of California and is an exercise by the city of its powers as to municipal affairs, and this division shall be liberally construed to be valid under the Constitution of the State of California and the Constitution of the United States of America. If any article, section, paragraph, subdivision, sentence, clause or phrase of this division shall for any reason be adjudged by any court of competent jurisdiction to be unconstitutional, unenforceable or invalid, such judgment shall not affect the validity of the remaining portion of this division. The Council hereby declares it would have adopted this division and each and every other article, section, paragraph, subdivision, sentence, clause or phrase hereof irrespective of the fact that any one or more article, sections, paragraphs, subdivisions, sentences, clauses or phrases of this division may be held to be unconstitutional, unenforceable or invalid.

(Added Ord. 81-61, § 1, eff. 6-26-81; Am. Ord. 2007-97, § 2, eff. 1-19-08).