Los Angeles Municipal Code Art. 6.6 Procedures for the Issuance of Recovery Zone Facility Bonds Pursuant

TO THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009

Section

Subordinate Revenue Bonds General Resolution. 11.28.14 Authorizing Resolution. 11.28.15 Sale of the Bonds. 11.28.16 Signature; Countersignatures. 11.28.17 Related Powers. 11.28.18 Bonds as Special Obligations of the City. 11.28.19 Amendment of Article. 11.28.20 Action to Determine Validity of Bonds.

11.28.21 Requirements of Constitution. 11.28.22 Partial Invalidity. 11.28.23 Alternative Method.

The Council, exercising the powers reserved to the City under the Constitution of the State of California, and its power under Section 361 of the Charter of the City, may determine that revenue bonds, notes and other evidences of indebtedness (Bonds) shall be issued for the purpose of making loans to private business entities or non-profit borrowers for the financing of projects (Projects) permitted to be financed with recovery zone facility bonds pursuant to the American Recovery and Reinvestment Act of 2009 (ARRA). The City may cooperate with and receive aid from other agencies of government in financing a Project and accomplishing the purposes of ARRA, but shall make no contributions to the payment of interest or principal due on any of the Bonds from taxes imposed by the City.

In addition to the authorization provided in this Article, the Council may determine that bonds, notes and other evidences of indebtedness shall be issued to finance projects permitted to be financed with recovery zone facility bonds pursuant to ARRA, including but not limited to projects to be owned by the City or another public agency, in reliance upon legal authority other than this Article.

SECTION HISTORY

Article and Section Added by Ord. No. 181,161, Eff. 6-15-10.

Bonds including refunding bonds shall be issued according to the following procedures:

(a) The Recovery Zone Steering Committee of the City, acting through the City Administrative Officer, shall submit its recommendations to the Council for the Projects to be awarded Bond allocation. Upon receipt of the recommendations either as submitted or as modified by the Council, the Council shall adopt a resolution or resolutions (each, an “Allocation Resolution” and collectively, if applicable, the “Allocation Resolutions”), which are subject to the approval of the Mayor. If the Mayor disapproves any Allocation Resolution, the Council may override that disapproval by a two-thirds vote of the Council; provided, however, that if the Mayor fails to disapprove an Allocation Resolution within 10 days after its receipt, it shall be deemed to have been approved. An original Allocation Resolution shall apply to any refunding bonds for a Project.

(b) Whenever the Council determines that Bonds which previously received an allocation pursuant to an Allocation Resolution shall be issued to make a loan to finance a Project, or to refund Bonds previously issued, the Council shall adopt a resolution (the “Authorizing Resolution”) which, subject to the approval of the Mayor, authorizes the issuance of Bonds for the applicable Project. If the Mayor disapproves an Authorizing Resolution, the Council may override that disapproval by a two-thirds vote of the whole Council; provided, however, that if the Mayor fails to disapprove the Authorizing Resolution within 10 days after its receipt, it shall be deemed approved.

(c) Any Authorizing Resolution shall specify the maximum amount of debt to be incurred, the maximum term of the Bonds to be issued, which term shall not exceed 30 years, and the maximum rate of interest that the Bonds shall bear, which interest may be either fixed or variable or a combination of them. The Authorizing Resolution shall provide for the issuance of the Bonds pursuant to an indenture or trust agreement which shall, among other things, prescribe the form of the Bonds, and the time and place for payment of the principal and interest

on the Bonds, and may provide for events of default and the rights and remedies arising from any defaults, and for the redemption of the Bonds before maturity at determined prices.

(d) Any Authorizing Resolution may contain provisions as to:

(i) the use and disposition of the revenues and receipts arising from the Bonds issued, including the creation and maintenance of
reserves;

(ii) any insurance required with respect to any Project or as security for any Bonds and the use and disposition of insurance monies;

(iii) the appointment of 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; and

(iv) the investment of any funds held by such trustee or custodian.

(e) Any Authorizing Resolution may provide that the principal or redemption price of, and interest on, the Bonds shall be secured by a deed of trust, pledge, assignment, security interest, insurance agreement or indenture of trust covering such Projects or loans or deposits for which Bonds are issued. They may contain provisions and agreements to properly safeguard the Bonds.

(f) Bonds may be sold at public or private sale in such manner and upon such terms as may be provided in the Authorizing Resolution. Pending the preparation of definitive Bonds, temporary bonds, interim receipts or certificates in such form and with such provisions as may be provided in the Authorizing Resolution may be issued to the purchaser or purchasers of Bonds. Bonds, temporary bonds, interim receipts or certificates shall be deemed to be securities and negotiable instruments within the meaning and for all purposes of the Uniform Commercial Code of this state, subject to the provisions or registration thereof contained in the Authorizing Resolution.

(g) Bonds issued under this Article may be secured by a pledge of, or lien upon the revenues and receipts derived from or with respect to the Projects or from or with respect to any notes or other obligations with respect to which Bonds have been issued.

(h) Any pledge made to secure Bonds shall be valid and binding from the time when the pledge is made. The revenues and receipts of property or interest in property pledged and thereafter received from the City, a trustee or a custodian shall immediately be subject to a lien of such pledge without any physical delivery thereof or further act, and a 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, a trustee or a custodian irrespective of whether the parties have notice thereof. Neither a resolution nor any instrument by which a pledge is created need be recorded.

(i) Neither the members of Council nor any official or employee of the City nor any person executing the bonds shall be liable personally on such Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds.

(j) This Article provides complete and independent authority for the issuance of Bonds (including refunding Bonds) and no action or proceeding other than those required by this article shall be necessary for the valid authorization and issuance of Bonds. The provisions of this article shall be liberally construed to effect its purposes. If any portion of this article is declared illegal, invalid or unenforceable (other than the first paragraph of Section 11.28.10), then such portion of this article, and such illegality, invalidity or unenforceability shall not affect the remaining provisions hereof.

SECTION HISTORY

Article and Section Added by Ord. No. 181,161, Eff. 6-15-10.

ARTICLE 6.7

[PROCEDURES FOR THE ISSUANCE AND SALE OF REVENUE BONDS FOR THE CITY'S

WASTEWATER SYSTEM]

Section

The Council, exercising the powers reserved to the City under the Constitution of the State of California, and its powers under Section 361 of the Charter of the City, may determine that revenue bonds, notes and other indebtedness or obligations (collectively, “Bonds”) shall be issued as provided in this Article for the purpose of financing project costs, refunding outstanding Bonds, establishing reserves and paying costs of issuance in connection with such Bonds, payable from the City’s Sewer Construction and Maintenance Fund, Sewer Operation and Maintenance Fund and Sewer Capital Fund (collectively, “SCM Fund”), established pursuant to Article 4 of Chapter 6 of the Los Angeles Municipal Code.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

Whenever the Council deems it necessary for the City to incur a bonded indebtedness under this article, it may adopt a supplemental resolution (Supplemental Resolution) pursuant to the Wastewater System Revenue Bonds General Resolution, adopted by the Council on November 10, 1987, as amended and supplemented (General Resolution), or the Wastewater System Subordinate Revenue Bonds General Resolution, adopted by the Council on March 26, 1991, as amended and supplemented (Subordinate General Resolution), as applicable, pursuant to which the City has previously issued Bonds. The City may continue to issue Bonds in the form of notes pursuant to the Subordinate General Resolution, as amended and supplemented as of the effective date of this Article. When issuing Bonds pursuant to this Section 11.28.13, the City shall not be required to comply with Sections 54300, et seq., of the California Government Code (Revenue Bond Law of 1941), unless required by the Charter.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

Whenever the Council deems it necessary for the City to incur a bonded indebtedness under this Article and determines that such bonded indebtedness will not be issued pursuant to Section 11.28.13 of this Article, the Council shall adopt a resolution (Authorizing Resolution) which shall, at a minimum:

(a) State that the Council deems it necessary to incur the bonded indebtedness and authorizes the issuance of Bonds; and

(b) Specify the amount or maximum amount of the bonded indebtedness to be incurred or, for refunding bonds, specify the interest rate savings requirements to be met; and

(c) State the maximum term of the Bonds to be issued; and

(d) Specify the maximum rate of interest which the Bonds shall bear or accrue, which interest may be either fixed or variable or a combination thereof.

In addition, the Council shall provide in such resolution for the issuance of the Bonds pursuant to an indenture, trust agreement, paying agent agreement or other agreement, as the same may be amended or supplemented (Financing Agreement). Such Financing Agreement may, among other things, prescribe the form of the Bonds, the time and place for payment of the principal and interest on (or accreted value of) the Bonds, may provide for events of default and the rights and remedies arising from any such defaults, and may provide for the redemption of the Bonds issued under this Article before maturity at determined prices. No provision of such Financing Agreement shall be inconsistent with the provisions of the General Resolution or the Subordinate General Resolution, or impair the Security of the bondholders thereunder, while any bonds remain outstanding thereunder, unless the City receives an opinion from nationally recognized municipal bond counsel that such Financing Agreement is authorized under the resolution.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

The City may sell the Bonds in one or more series on a taxable and/or tax-exempt basis at such times and in such manner as the Council deems to be in the public interest and in compliance with the Charter, and such Bonds may be sold by competitive sale or by private sale at a price above or below par with such terms and conditions as shall be acceptable to the Council.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

The Bonds shall be signed and authenticated by the person(s) authorized to do so in the Supplemental Resolution or the Authorizing Resolution, as applicable. All signatures and countersignatures may be made by facsimile, printed or otherwise mechanically reproduced, except that one signature must be manual. If any officer whose signature appears on the Bonds ceases to be an officer before the delivery of such Bonds, the officer’s signature shall be as effective as if the officer had remained in office.

Neither the members of the Council nor any official or employee of the City nor any person executing the Bonds shall be liable personally on such Bonds or be subject to any personal liability or accountability by reason of the issuance of such Bonds.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

The Financing Agreement may provide for vesting in a trustee the right to receive revenues from the SCM Fund and to enforce covenants set forth in the Financing Agreement. The Council may further provide in the Financing Agreement for other acts and things which it deems necessary, convenient or desirable to provide for the issuance of the Bonds (whether pursuant to a Supplemental Resolution or an Authorizing Resolution), tending to make them more marketable, including, but not limited to, the provision of bond insurance or other credit support for the Bonds.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

The Bonds shall be special, limited obligations of the City payable from the revenues of the Wastewater System and amounts on deposit in the SCM Fund (and any other fund or account specified in the Supplemental Resolution or the Financing Agreement). The City is not obligated to make payment on the Bonds from any other sources. The Bonds shall not be payable from the general fund of the City and shall not constitute a general obligation of the City, and neither the full faith and credit nor the taxing power of the City shall be pledged to the payment of any amounts due on the Bonds. Nothing in this Article, however, shall preclude the City from voluntarily advancing any other lawfully available moneys to the payment of principal, premium or interest on the Bonds.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

This Article shall not be amended or supplemented to have a material adverse effect upon the rights of the holders of any outstanding Bonds without the written consent of such holders, except as follows: (i) if this Article is amended or supplemented to cure an ambiguity or to correct or supplement a defective provision; or (ii) if the Council finds that such amendment or supplement will not materially impair or adversely affect the City’s interests and Bond Counsel renders an opinion to the effect that such amendment or supplement will not materially impair or adversely affect the interests of any such holder; or (iii) if the amendment or supplement will apply solely to Bonds issued after the amendment’s effective date.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

An action may be brought by the City to determine the validity of the Bonds pursuant to Chapter 9 (commencing with Section 860) of Title 10 of Part 2 of the California Code of Civil Procedure.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

The Bonds shall not constitute indebtedness of the City for purposes of Section 18 of Article XVI of the California Constitution.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

If, for any reason, any part of this Article is invalid, then all valid parts that are severable from the invalid part remain in effect.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.

This Article provides a complete alternative method of issuing Bonds and the provisions set forth herein do not preclude the Council from issuing Bonds under powers conferred by any other law; provided, that nothing in this Article shall be construed in a manner inconsistent with the provisions of the General Resolution or the Subordinate General Resolution while any Bonds remain outstanding under either resolution.

SECTION HISTORY

Added by Ord. No. 182,531, Eff. 6-10-13.