Irwindale Municipal Code Ch. 3.48 Financing Projects to Encourage Increased Employment

A. The city is authorized and directed to engage in the issuance of bonds for the accomplishment of one or more of the public purposes which it is the declared policy of this city to achieve. Such purpose or purposes shall be deemed to constitute a public purpose or purposes of the city, and the exercise of the powers recognized in this chapter shall be deemed to be in the performance of an essential governmental function.

B. The Internal Revenue Code of 1986, as amended (the "1986 Code") provides that municipal obligations, the proceeds of which are used to finance publicly owned facilities and governmental obligations, are considered "governmental bonds." The city is authorized and directed to engage in the issuance of bonds which bonds may be issued as governmental bonds under the provisions of 1986 Code. To the event applicable, the procedures described hereinbelow shall be deemed to apply to the city in its financing of projects by the issuance of such governmental bonds.

(Ord. 414 § 1, 1987; Ord. 339 § 1, 1980).

The following definitions of words and terms shall apply to this chapter, and, unless the context otherwise requires, are as follows:

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

B. "Application" means an application submitted by a company pursuant to this chapter to obtain financing for a project under a project agreement.

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

D. "Bondholder" or "holder of bonds," or any other similar term, means:

1. Any person who shall be the holder of any outstanding bond payable to bearer; or

2. The registered owner or his duly authorized 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. For the purpose of bondholders' voting rights or consents, bonds owned by the city shall not be counted.

E. "Bonds" means the bonds, including principal (premium, if any) and interest, authorized to be issued by the city under this chapter, including a single bond, a promissory note or notes, or other instruments evidencing an indebtedness or obligation. Without limiting the generality of the foregoing, bonds include any security issued under this chapter, including any guarantee of such security by any person given in relation to an issue of bonds, which satisfy the following criteria:

1. Are issued as part of an issue all or a major portion of the proceeds of which are to be used directly or indirectly in any trade or business carried on by any person who is not an exempt person within the meaning of the Internal Revenue Code of 1954 as amended (except as set forth in subsection 3a viii of this section); and

2. The payment of the principal or interest on which (under the terms of such obligation or any underlying arrangement) is, in whole or in major part:

a. Secured by any interest in property used, or to be used, in a trade or business or in payments in respect of such property, or

b. To be derived from payments in respect of property, or borrowed money used or to be used in a trade or business;

3. Are issued as part of an issue substantially all of the proceeds of which are to be used, with respect to any one or more of such facilities (none of which shall be deemed to be restricted in scope because of the provisions of any other state law):

a. To provide:

i. Residential real property for family units,

ii. Sports facilities,

iii. Convention or trade show facilities,

iv. Airports, docks, wharves, mass commuting facilities, parking facilities, or storage or training facilities directly related to any of the foregoing,

v. Sewage or solid waste disposal facilities or facilities for the local furnishing of electric energy or gas,

vi. Air or water pollution control facilities,

vii. Facilities for the furnishing of water for any purpose if:

(A) The water is or will be made available to members of the general public (including electric utility, industrial, agricultural, or commercial users) and

(B) Either the facilities are operated by a governmental unit or the rates for the furnishing or sale of the water have been established or approved by the state or political subdivision thereof, by any agency or instrumentality of the United States, or by a public service or public utility commission or other similar body of the state or political subdivision thereof,

viii. Facilities for operation by corporations qualifying as exempt persons under Section 501 of the Internal Revenue Code of 1954, as amended,

ix. For the acquisition or development of land as the site for an industrial park, or

x. For any other facilities, structures and the like, which the city can finance hereunder without violating the applicable federal laws and regulations promulgated thereunder pertaining to industrial development bonds.

b. The above definitions of the words bonds and bond are intended to include all of the types of industrial development bond facilities that can be financed on a tax exempt basis under the applicable federal laws (including the regulations promulgated thereunder), and it is intended that this definition in this chapter will be amended from time to time to correspond with any changes in said federal laws. It is not intended, by including any of the definitions in this subsection, to contravene any provisions of the city charter. Furthermore, some of the above items are furnished by privately owned public utilities or private concerns, and it is not intended to, nor shall any proceedings be conducted under those provisions, without the consent of the privately owned public utility or other private concern involved, as the case may be.

F. "Bond proceeds" means all amounts received by the city upon sale or other disposition of any bonds.

G. "City" means the city of Irwindale, a charter city in the state existing under and exercising powers pursuant to the city charter.

H. "City charter" means the charter of the city, as amended from time to time.

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

J. "Cost" as applied to any project, may include:

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, improved and unimproved, 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 a project, 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, incident to the undertaking and carrying out, including the financing, of a project, and 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;

8. The cost of making relocation assistance payments as provided by state law;

9. Cost shall not otherwise include working capital for a company.

K. "Facilities" means property suitable for any one or more of the activities or uses described in this chapter for which bonds can be issued, and includes incidental facilities and appurtenances and appurtenant work and the acquisition of the land for and the installation and construction of any building, facility, structure or other improvement which is publicly owned.

L. "Governmental department" means any commission, department, or agency of the state or the United States 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, mortgages, indenture, bonds, and resolutions.

N. "Project" means the acquisition of facilities and the acquisition of the land for and the installation and construction of any building, facility, structure or any improvement which is publicly owned, as authorized by this chapter.

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. "Property" means any land, air rights, water rights, disposal rights, 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.

Q. "Resolution of issuance" means a resolution authorizing the issuance of bonds by the city as provided in this chapter.

R. "Revenues" means all rents, purchase payments and other income derived by the city from, or with respect to, the sale, lease or other voluntary or involuntary disposition of, or repayment of, loans with respect to, property, bond proceeds, and any receipts derived from the investment of such income or proceeds in any fund or account of the city, including for the purposes of publicly owned projects and facilities amounts in the general fund of the city, tax increment revenues of the Irwindale community redevelopment agency (the "agency") and any other available funds of the city or of such agency but does not include receipts designated to cover administrative expenses.

S. "State" means the state of California.

(Ord. 414 §§ 2, 3, 4, 1987; Ord. 339 § 17, 1980).

The city is recognized to have all powers pursuant to and as may be limited by the city charter which are necessary or appropriate for carrying out the purposes of this chapter, including, without limitations, the following powers, together with all powers incidental thereto:

A. To acquire property by purchase, exchange, gift, lease, contract, or otherwise;

B. To maintain property;

C. To dispose of property by lease, sale, exchange, donation, release, relinquishment, or otherwise;

D. With respect to property, to:

1. Charge and collect rent under any lease,

2. Sell at public or private sale with such appropriate public notice as the city may establish,

3. Sell at a premium or discount above or below appraised value or for a nominal consideration,

4. Sell on an installment payment or a conditional sales basis,

5. Convey, or provide for the transfer of, property without further act of the city, upon exercise of an option, and

6. 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, that subsection 2(D) of this section shall be operable only to the extent permitted by the city charter;

E. To encumber property, including funds, whether then owned or thereafter acquired;

F. To advance funds secured by loan agreements and charge and collect interest on such funds;

G. 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;

H. To borrow money and issue its bonds for the purposes of paying all or any part of the costs of the project, as provided in this chapter;

I. 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;

J. To contract and pay compensation for professional, legal, financial and other services;

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

L. 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;

M. To acquire and hold obligations of any kind and pledge or assign the same as further security;

N. To find administrative expenses:

1. By the establishment and collection of an application fee in an amount to be established by the city council from time to time,

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 authorized means:

a. To make loans to a company pursuant to a resolution of issuance and a project agreement, and such loan 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,

b. To lease a facility and/or property to a company with an option for the company to purchase such facility and/or property at the end of the lease term at such price as may be determined by the city,

c. 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

d. 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;

O. To exercise the city's right of eminent domain in implementing the intent of the city by adopting the ordinance codified in this chapter, to the extent possible and in the manner required in the city charter and applicable state laws.

(Ord. 339 § 2, 1980).

The city shall not have the power to operate any facility as a business.

(Ord. 339 § 3, 1980).

Upon the ordinance codified in this chapter becoming effective, the city clerk shall publish in a newspaper of general circulation within the city, a notice setting forth substantially the following:

A. That the city has duly adopted and approved the ordinance codified in this chapter, seeking to promote industrial growth within the city so as to encourage the reclamation and rehabilitation goals of the city, and the potential for increasing long-term employment within the city;

B. That on and after the effective date of the ordinance codified in this chapter, the city will accept applications on forms approved by the city from companies interested in entering into project agreements for the financing of facilities under this chapter; and

C. That the city will review such applications and determine the feasibility of each project so submitted, and will undertake to commence the financing thereof as soon as practicable.

(Ord. 339 § 4, 1980).

Private, industrial, manufacturing or commercial concerns may apply for financing pursuant to the ordinance codified in this chapter by filing an application with the city on such forms as the city may specify, including, without limitation, all information necessary to evaluate the financial reliability and stability of the enterprise, to verify that the reclamation and rehabilitation goals of the city and the potential for increasing long-term employment within the city, will, in fact, be increased, and to determine that the city will receive a substantial benefit that exceeds any detriment incurred. The application shall also include the following:

A. An estimate of the maximum amount of bonds proposed to be issued, of the sources of amounts otherwise required for the project, and an itemization of the estimated costs and any other expenses;

B. The application shall be supplemented with a commitment by the company to comply, and/or to assist the city in complying, with all state and federal laws in the issuance of the bonds, including, without limitation, the making of any required application to a governmental department, for authorization, qualification, or registration of the offer, issuance, or sale of the bonds, and any amendments thereto, and any permit or other authorization of such governmental department, prior to the delivery by the city of such bonds;

C. The application shall be supplemented with a commitment by the company to cause and/or to assist the city in causing to be printed any prospectus or other written or printed communication proposed to be published in connection with the issuance, offer, or sale of bonds, prior to the delivery by the city of such bonds, and, if deemed necessary by the City, following the delivery of such bonds;

D. All commitments by the company shall specifically provide for the company to pay all expenses in connection with the issuance, offer or sale of the bonds, whether or not they are finally issued, to hold the city harmless from any and all expenses related thereto and to pay items on an ongoing basis so that neither the city, nor its advisors, attorneys, employees and the like will accumulate any claims against the city;

E. All additional information, agreements and undertakings as the city may require which are submitted to the city by a company shall be reproduced in written, printed, or other tangible form, shall be supplied in as many copies as the city prescribes and shall be deemed supplements or amendments to the application.

(Ord. 339 § 5, 1980).

A. Applications for projects by companies not reasonable in accordance with the requirements of this chapter need not be accepted and further processed.

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

C. Upon receipt of any application, the city shall review each application and shall determine compliance with the purposes of this chapter 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.

D. Upon an affirmative determination under subsection C 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 naming the company, stating the estimated maximum bond issue and briefly summarizing the proposed project, shall be published pursuant to Section 6061 of the Government Code.

E. The company, not the city, shall be deemed the proposer of any project, a copy of the application for which is filed pursuant to Section 3.48.060.

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 at the expense of the company.

(Ord. 339 § 6, 1980).

A. A project shall be deemed to have been preliminarily undertaken by the city when the application has been reviewed and processed as set forth in this chapter, the affirmative determinations required in this chapter have been made, the approval of the city has been obtained, a period of thirty days from the date of publication of the notice referred to in subsection D of Section 3.48.070 has expired, and no requests have been received by the city clerk for a public hearing pursuant to the publication of such notice. Should requests be received for a public hearing on the matter, the city council shall hold such a hearing as soon as is reasonably practicable. A further notice shall be given of such public hearing pursuant to Section 6061 of the Government Code. If, after such public hearing, the city council decides to proceed, the project shall be deemed to have been preliminarily undertaken; provided, however, nothing in this chapter shall be deemed to commit the city to proceeding, if as a result of the public hearing the city council decides not to proceed.

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

C. The city council may decide to hold the public hearing referred to in subsection A of this section, and if so, the thirty-day waiting period in subsection A of this section shall not apply.

(Ord. 339 § 7, 1980).

The city shall undertake projects by entry into project agreements in substance not inconsistent with 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 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 any nonexempt issue, offer, or sale of any bonds or their 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, insure, 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 have been paid in full or adequate funds for such payments 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 chapter, 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 subsequent 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 extend 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, not withstanding 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, mortgaging, and events of default; and

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 relating to this chapter or any acts taken under this chapter.

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 chapter, projects developed pursuant to this chapter shall be consistent with the requirements of the general plan of the city and any applicable redevelopment plan.

(Ord. 339 § 8, 1980).

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

(Ord. 339 § 9, 1980).

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

A. The type, denominations, terms and maturities of the bonds as the city may deem appropriate;

B. For 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. For the bonds to be payable as serial or term bonds in such installments as may be set forth therein and at such time or times not exceeding forty years from the date thereof;

D. For 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. For 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 evidenced in such manner as the city may deem appropriate;

F. For the bonds to be exchangeable for, or issuable in lieu of, such bonds;

G. For bonds to be signed on behalf of the city by facsimile signature of the mayor and by manual signature of the city clerk, and the seal of the city shall be impressed, imprinted and reproduced thereon. The interest coupons on the bonds shall be signed by facsimile signature of the city clerk. The foregoing officers shall be authorized and directed to sign the bonds and coupons in accordance with this section. If any city official whose manual or facsimile signature appears on the bonds or coupons ceases to be such member or officer before delivery of the bonds, such signature is as effective as if such official had remained in office;

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 chapter 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. For the fixing and collection of revenues;

J. For the creation and maintenance of special funds from such revenues, including reserve and sinking funds;

K. For limitations on expenditures of bond proceeds;

L. For the procedure by which any contract represented by bonds may be amended or abrogated;

M. For 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. 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. For the payment of administrative expenses or other expenses of the agency;

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; and

T. The bonds to contain such provisions not inconsistent with this chapter as the city may deem appropriate which are for the protection of the city or the bondholders or which tend to make the bonds more marketable.

(Ord. 339 § 10, 1980).

In the discretion of the city, any bonds issued under the provisions of this chapter may be secured by indenture provisions in the resolution of issuance by and between the city and a corporate trustee or trustees, which may be any trust company or bank having the powers of a trust company within the state and 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 as agents, as provided therein and as consistent with other provisions of this section, property rights, powers and duties, and may provide that the revenues, mortgages, and any other rights be pledged a security for repayment of the bonds, subject to such agreements with bondholders as may then exist. 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 bond, the custody, investment and application of all monies, 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 a 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.

(Ord. 339 § 11, 1980).

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 chapter:

A. The bonds may be executed and delivered by the city at any time and from time to time;

B. 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;

C. Any bonds of the city issued under this chapter 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 provisions 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

D. 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 chapter, provided that the city so determines in the proceedings and such determination is recited in the bond.

(Ord. 339 § 12, 1980).

Any and all bonds issued pursuant to this chapter shall be issued in compliance with state laws not in conflict with this chapter and federal laws and regulation relating to the issuance of securities and the federal laws and regulations relating to the exemption from federal income taxation.

(Ord. 339 § 13, 1980).

Bonds may be sold at such price and in such manner as the city council may direct, at public or private sale. Such bonds may be sold at, above, or below the par or face value thereof, but the sale price shall not be less than the percentage of the par or face value of the bonds specified in the proceedings.

(Ord. 339 § 14, 1980).

A. None of the bonds issued by the city pursuant to this chapter 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 Irwindale is pledged to the payment of the principal of, premium, if any, or interest on this bond, nor is the city of Irwindale in any manner obligated to make any appropriation for payment.

D. Neither the mayor nor any persons executing the bonds shall, in any event, be subject to 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.

(Ord. 339 § 15, 1980).

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

(Ord. 339 § 16, 1980).

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, 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.

(Ord. 339 § 18, 1980).

A. This chapter, 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 chapter relating to such bonds, that the city will not amend this chapter so as to adversely affect vested rights of the holders of such bonds or the companies executing project agreements relating thereto until the obligation evidenced by such bonds is fully met or discharged and such project agreements are fully performed or discharged on the part of the city, provided, however, that nothing contained in this chapter 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 city council after a public hearing 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 chapter so as to make it more efficient, cure ambiguities, defects, inconsistent provisions, clarify matters or questions arising under this chapter, take advantage of new legal or conceptual developments or otherwise improve this chapter and the application thereof to the benefit of the city and its citizens; and such right to so alter or change is reserved.

C. An action may be brought pursuant to Chapter 9 (commencing with Section 860) of Part 2 of Title 10 of the Code of Civil Procedure, 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 pursuant to this chapter.

D. This chapter provides a complete and alternative method for the doing of the things authorized by this chapter, 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 chapter, the city need not comply with the provisions of any law applicable to the exercise of similar powers except as referred to in this chapter.

(Ord. 339 § 19, 1980).