Chapter 4.90 — CITY OF PASADENA ECONOMIC DEVELOPMENT REVENUE BOND LAW

This chapter may be cited as the city of Pasadena "Economic development revenue bond law."

(Ord. 6034 § 1 (part), 1983)

A.

It is necessary and essential to the well-being of the city that it provide financial assistance to promote the economic development of the city and the resultant creation of employment opportunities for residents of the city.

B.

A key component in the city's plan to revitalize the community is the expansion of the city's commercial base.

C.

The availability of the financial assistance authorized by this chapter will serve the legitimate public purposes and municipal affairs of the city, and the general plan of the city, by providing private enterprise with new methods of financing capital outlays that are beneficial to the city and its residents and by ensuring that economic development within the city will:

Reflect the community's needs and objectives;

Be environmentally optimum with respect to both the physical and social environment of the city.

D.

The city can attract new beneficial private enterprise to the area and assist businesses currently in the area by issuing its revenue bonds to provide financing and refinancing for such enterprises.

E.

Economic development with the city will serve the following public purposes and municipal affairs of the city:

The full and gainful employment of residents of the city;

The full and efficient utilization and modernization of existing commercial and business facilities;

The development of new commercial and business facilities;

The growth of the city's tax base through increased property values and consumer purchasing;

The reduction of the need for the costs of welfare and other remedial programs;

The reduction of urban ills such as crime attributable in part to inadequate economic opportunities;

The stability and diversification of the city's economy;

The lowering of the costs to city consumers of necessary goods and services;

The environmentally optimum disposition of the resources and waste materials of the city;

The enhancement of the general economic prosperity, and the health, safety and welfare of the residents of the city.

F.

The utilization of local resources in stimulating the resurgence of private investment and in promoting the growth and retention of employment opportunities within the city is of peculiar and unique concern to the city.

G.

The city can promote the public interest pursuant to this law without adversely affecting areas outside the city and without conflict with efforts by the state of California to solve problems of statewide concern. Encouraging commercial development pursuant to this chapter:

Promotes the public health, safety and welfare, and will improve the social, moral, economic and physical condition of the community;

Constitutes a municipal affair of the city of Pasadena, a valid exercise of the police powers of the city and a public purpose in which the city has a peculiar and unique interest.

(Ord. 6034 § 1 (part), 1983)

Unless the context otherwise requires, the terms defined in this section shall have the following meanings:

A.

"Board" means the board of directors of the city of Pasadena.

B.

"Bonds" means and includes the bonds, refunding bonds, notes, bond anticipation notes, certificates, debentures and other obligations issued or entered into by the city pursuant to this chapter which bear interest exempt from federal income tax and which are payable as provided herein.

C.

"City" means the city of Pasadena, a California charter city organized and existing under the Constitution of the state and the charter of the city.

D.

"Costs," as applied to a project financed in whole or in part under the provisions of this chapter, means and includes any and all reasonable or necessary costs incurred by or on behalf of a participant to carry out all works and undertakings and to obtain all rights and powers necessary or incident to the acquisition, construction, installation, reconstruction, rehabilitation

or improvement of a project. Costs may include but are not limited to all costs of issuance of bonds for such purposes; the cost of studies, surveys, architectural and engineering services; funded interest on the bonds prior to, during and for a reasonable period following construction of a project; reserves for debt service and for repairs, replacements, additions and improvements to a project; and other working capital incidental to the operation of a project. Costs may include amounts paid or to be paid to a participant in reimbursement of amounts previously paid or incurred by such participant for any of the items described above.

E.

"Participant" means an individual, association, corporation, partnership or other entity, whether for profit or not, which is approved by the city to undertake the financing of the costs of a project for which this chapter authorizes the issuance of bonds.

F.

"Project" means any structure or building or portion thereof (and the land on which the same is located) located within the city, except to the extent such project may lawfully be located outside the city, and all real and personal property, including operating equipment and machinery deemed useful in connection therewith, which shall be suitable for any of the following purposes:

Any undertaking involving the construction, reconstruction and use of airports, mass commuting facilities, off street parking facilities, railroads, cable television, or mass communication facilities, and related facilities;

All or any part of any office building or buildings for the use of such tenant or tenants as may be determined or authorized by the board, including without limitation, any industrial, commercial financial, health or other service enterprise for any corporation or other enterprise now or hereafter organized;

Any facility in any manner related to or in furtherance of the educational purposes of an educational institution, including but not limited to classroom, laboratory, housing, administrative, physical educational, and medical research, service and treatment facilities;

Any facilities for any recreation or amusement park, public park or theme park;

Any commercial facilities constructed primarily for making wholesale or retail sales to the general public;

Any facilities incident to the development of commercial sites, including land costs and the costs of site improvements thereon, such as grading, streets, drainage, storm and sanitary sewers, and other facilities and structures incidental to the use of a site or sites for industrial or commercial use, including parking facilities;

Any convention or trade show facilities, together with all related and subordinate facilities necessary to the development and proper utilization thereof;

Any facilities designed and constructed to be used as hotels and/or motels, together with all related and subordinate facilities necessary to the operation thereof, including site preparation and similar facilities;

Health or hospital related facilities;

Any sewage, solid waste disposal, air or water pollution control facilities, or facilities for the furnishing of water.

Anything to the contrary herein notwithstanding, no project shall be financed pursuant to this law which is authorized to be financed under the California Industrial Development Financing Act (Government Code Section 91500, et seq.).

G.

"Revenues" means, with respect to a project, the rents, fees, charges, interest, principal repayments, and other income received or to be received by the city from any source on account of such project, and such other legally available moneys as the board, in its discretion, may designate as revenues.

H.

"Rules and regulations" means the rules and regulations adopted by the board pursuant to Section 4.90.130, as originally adopted or as amended or supplemented from time to time.

I.

"State" means the state of California.

(Ord. 6034 § 1 (part), 1983)

Following approval of an application, the city is authorized to finance the costs of a project. In connection with such financing, the city may make, purchase or otherwise contract for the making of, a mortgage or other secured or unsecured loan to a participant, with the proceeds of bonds.

(Ord. 6034 § 1 (part), 1983)

The city is authorized to acquire, construct, enlarge, remodel, renovate, alter, improve, furnish, equip and lease as lessee, with the proceeds of bonds, projects solely for the purpose of selling or leasing as lessor such project to a participant, and is further authorized to make any contracts for such purposes. The city is also authorized to contract with such participant to undertake on behalf of the city to construct, enlarge, remodel, renovate, alter, improve, furnish and equip such project. The city is authorized to sell or lease to a participant, upon such terms and conditions as the city shall deem proper, any project owned by the city under this chapter, including a project conveyed to the city in connection with a financing authorized by this chapter but not being financed hereunder.

(Ord. 6034 § 1 (part), 1983)

The city shall enter into a loan agreement with any participant, and related parties, if applicable, with respect to the financing of a project. Such loan agreement may provide that the architectural and engineering design of the project shall be subject to such standards as may be established by the city and that the undertaking and completion of the project shall be subject to such supervision as the city deems necessary. The terms and conditions of such loan agreements may be as mutually agreed upon, but shall be consistent with the provisions of this chapter and the rules and regulations. Any such loan

agreement may provide the means or methods by which any mortgage or other financing instrument taken by the city shall be discharged, and it shall contain a covenant by the participant to complete the project whether or not bond proceeds are sufficient for such purpose, and may contain such other terms and conditions as the city may require.

(Ord. 6034 § 1 (part), 1983)

The city is authorized to charge a participant reasonable application, commitment, financing and other fees in connection with the financing of projects pursuant to this chapter, such fees to be specified in the rules and regulations.

(Ord. 6034 § 1 (part), 1983)

The city is authorized to fix, revise, charge and collect interest and principal, rents and all other rates, fees and charges with respect to the financing of a project. Such rents, rates, fees, charges and interest shall be fixed and adjusted so that the aggregate thereof will provide funds sufficient, together with other revenues and moneys which it is anticipated will be available for the project to complete such project, pay all initial costs therefor, including all fees and expenses of the city which may be incurred in connection with financing the project.

(Ord. 6034 § 1 (part), 1983)

The city is authorized to hold deeds of trust or mortgages or security interests in personal property as security for loans and other obligations authorized by this chapter and to pledge or assign the same as security for repayment of bonds. Such deeds of trust, mortgages or security interests, or any other interest of the city in any project, 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 or indenture providing for issuance of bonds.

(Ord. 6034 § 1 (part), 1983)

The city is authorized to contract for such engineering, architectural, financial, accounting, legal or other services as may be necessary in the judgment of the city for the purposes of this chapter and the implementation of any project.

(Ord. 6034 § 1 (part), 1983)

The acquisition, construction, installation, reconstruction, rehabilitation or improvement of projects financed under this chapter shall not be subject to any requirements relating to buildings, works or improvements owned or operated by the city, and any requirement of public competitive bidding or other procedural restriction imposed on the award of contracts for acquisition or construction of a city building, work or improvement, or to the lease, sublease, sale or other disposition of city property shall not be applicable to any action taken under this article, unless otherwise required by law.

(Ord. 6034 § 1 (part), 1983)

In addition to all other powers specifically enumerated by this chapter, the city is authorized to contract for and do all things necessary or convenient to carry out the purposes of this chapter, provided, however, that the city shall not have the power to operate a project financed under this chapter as a business, except temporarily in the case of a default by a participant.

(Ord. 6034 § 1 (part), 1983)

All proceedings taken in connection with the processing of applications and the financing of projects shall be in accordance with this chapter and with such rules and regulations as shall be adopted and as may be amended or supplemented from time to time, by the board, by resolution.

(Ord. 6034 § 1 (part), 1983)

The city may from time to time, upon resolution of the board, borrow money or issue its bonds under the terms of this chapter to provide funds in connection with any project or to refund bonds of the city previously issued under the terms of this chapter or other power of the city.

(Ord. 6034 § 1 (part), 1983)

All of the bonds authorized to be issued shall be limited obligations of the city payable from all or any specified part of the revenues authorized in this chapter to be pledged or assigned to secure payment of bonds. Such revenues, moneys or assets shall be the sole source of repayment of such issue of bonds. Bonds issued as authorized by this chapter shall not 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 limited obligations payable solely from specified revenues, moneys and assets. The issuance of bonds shall not directly, indirectly or contingently obligate the city to levy or pledge any form of taxation or to make any appropriation for their payment.

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 Pasadena or the State of California is pledged to the payment of the principal of or premium, if any, or interest of this bond."

(Ord. 6034 § 1 (part), 1983)

Bonds may be issued as serial bonds, term bonds, installment bonds, pass-through certificates, or any combination thereof. Bonds shall be authorized by resolution of the board and shall bear such date or dates, mature at such time or times, bear interest at such fixed or variable rate or rates, be payable at such time or times, be in such denominations, be in such form, either coupon or registered or both, carry such registration privileges, be payable at such place or places, be subject to such redemption terms and have such other terms and conditions as such resolution or any indenture authorized by such resolution to be entered into by the city may provide. Bonds shall be executed on behalf of the city by the mayor and the city clerk and any coupons appertaining to such bonds shall be executed by the city clerk. Any or all of such signatures may be by facsimile. Bonds shall be sold at a public sale and for such prices as the city shall determine. Pending preparation of definitive bonds, the city may issue temporary bonds, which shall be exchanged for such definitive bonds when prepared.

(Ord. 6034 § 1 (part), 1983)

In the discretion of the city, any bonds issued under this chapter may be secured by a trust indenture between the city and a corporate trustee or trustees, which may be any trust company or bank having the powers of a trust company in the state or in another state. Such trust indenture or the resolution providing for the issuance of such bonds may pledge or assign the revenues to be received or the proceeds of any contract or contracts pledged and may convey or mortgage the project or any portion thereof. Such trust indenture or resolution providing for the issuance of such bonds may contain such provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable, proper and not in violation of law. Any such trust indenture 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 trust indenture may contain such other

provisions as the city may deem reasonable and proper for the security of the bondholders. All expenses incurred in carrying out such trust indenture may be treated as a part of the cost of the operation of a project.

(Ord. 6034 § 1 (part), 1983)

Any resolution authorizing any bonds or any issue of bonds, or any trust indenture authorized by such resolution to be entered into by the city, may contain provisions respecting any of the following terms and conditions:

A.

The terms, conditions and form of such bonds and the interest and principal to be paid thereon;

B.

Limitations on the uses and purposes to which the proceeds of sale of such bonds may be applied, and the pledge or assignment of such proceeds to secure the payment of such bonds;

C.

Limitations on the issuance of additional bonds, the terms upon which additional bonds may be issued and secured, and the refunding of outstanding bonds;

D.

The setting aside of reserves and sinking funds and the regulation and disposition thereof;

E.

The pledge or assignment of all or any part of the revenues and the use and disposition thereof, subject to such agreements with the holders of bonds as may then be outstanding;

F.

Limitation on the use of revenues for expenditures for operating, administration or other expenses of the city;

G.

Specification of the acts or omissions to act which shall constitute a default in the duties of the city to holders of such bonds, and providing the rights and remedies of such holders in the event of default, including any limitations on the right of action by individual bondholders;

H.

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

I.

Any other provisions which the board may deem reasonable and proper for the purposes of this chapter and the security of the bondholders.

(Ord. 6034 § 1 (part), 1983)

The principal of and interest on any bonds issued by the city under this chapter may be secured by a pledge of, or security interest in, the revenues, rentals and receipts out of which the same may be made payable or from other moneys available

therefor and not otherwise pledged or used as security and may be secured by a trust indenture (which may assign the city's rights in any loan agreements, leases, sale agreements, mortgages and deeds of trust which the city may have with the participant(s), and/or by a mortgagor deed of trust (including mortgages or deeds of trust from the participant(s) to the trustee) covering all or any part of the project from which the revenues, rentals or receipts so pledged or used as security may be derived, including any enlargements of and additions to any such project thereafter made.

(Ord. 6034 § 1 (part), 1983)

The city may obtain, or aid in obtaining, from any department or agency of the United States or of the state or any private company or banking institution, any insurance, guarantee, letter of credit or contractual agreement as to, or of or for the payment or repayment of, interest or principal, or both, or any part thereof, on any bond issued under the terms of this chapter or on any loan, lease or sale obligation or any instrument evidencing or securing the same, made or entered into pursuant to the provisions of this chapter; and may accept payment in such manner and form as provided therein in the event of default by a participant, and may assign any such insurance or guarantee as security for bonds.

(Ord. 6034 § 1 (part), 1983)

Neither the members of the board, the officers or employees of the city, nor any person executing any bonds shall be liable personally on the bonds or be subject to any personal liability or accountability by reason of the issuance thereof.

(Ord. 6034 § 1 (part), 1983)

A.

The city may issue bonds for the purpose of refunding any bonds then outstanding, including the payment of any redemption premiums thereof and any interest accrued or to accrue to the earliest or any subsequent date or dates of redemption, purchase or maturity of such bonds.

B.

The proceeds of bonds issued for the purpose of refunding any outstanding bonds may, in the discretion of the city, be applied to the purchase or retirement at maturity or redemption of such outstanding bonds, either at their earliest or any subsequent redemption date or dates or upon the purchase or retirement at the maturity thereof and may, pending such application, be placed in escrow, to be applied together with the earnings thereon to such purchase or retirement at maturity or redemption on such date or dates as may be determined by the city.

C.

All bonds issued pursuant to this chapter shall be subject to the provisions of this chapter in the same manner and to the same extent as other bonds issued pursuant to this chapter.

(Ord. 6034 § 1 (part), 1983)

Any pledge of revenues or other moneys or assets as authorized by this chapter 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 nor any indenture by which a pledge is created need be filed or recorded except in the records of the city.

(Ord. 6034 § 1 (part), 1983)

The city shall have the power out of any funds available therefor to purchase its bonds. The city may hold, pledge, cancel or resell such bonds, subject to and in accordance with agreements with the bondholders.

(Ord. 6034 § 1 (part), 1983)

Any holder of bonds issued under the provisions of this chapter or any of the coupons appertaining thereto, and any trustee appointed pursuant to any resolution relating to the issuance of bonds, except to the extent the rights thereof may be restricted by such resolution or any indenture authorized thereby to be entered into by the city, may, either at law or in equity, by suit, action, mandamus or other proceedings, protect or enforce any and all rights specified in law or in such resolution or indenture, and may enforce and compel the performance of all duties required by this chapter or by such resolution or indenture to be performed by the city or by any officer, employee or agent thereof, including the fixing, charging and collecting of rates, fees, interest and charges authorized and required by the provisions of such resolution or indenture to be fixed, charged and collected.

(Ord. 6034 § 1 (part), 1983)

In anticipation of the sale of bonds authorized by this chapter, the city is authorized to issue bond anticipation notes, and to renew the same from time to time, in such series and amounts as are determined by the board to be necessary or appropriate for the cost of facilities approved by the board. Such notes shall be payable from revenues or other moneys or assets authorized by this chapter to be pledged to secure payment of bonds, and which are not otherwise pledged, or from the proceeds of sale of the particular bonds in anticipation of which they are issued. Such notes shall be issued in the same manner as bonds. The board shall determine the terms and timing of the issuance of particular bond anticipation notes in accord with the provisions of this chapter and the resolution of the board approving the particular project to be financed thereby. Such notes, any resolution relating to the issuance of such notes and any indenture to be entered into by the city pursuant to such resolution may contain any provisions, conditions or limitations permitted under Sections 4.90.140 through 4.90.260, inclusive.

(Ord. 6034 § 1 (part), 1983)

Any prospective participant may apply to the city for financing pursuant to this chapter by filing an application with the city in such form and setting forth such information as the city may require in order to enable the city to evaluate the applicant, the project, its proposed costs and public benefits. All applications shall contain the agreement of the applicant to pay all expenses, legal or otherwise, which may be incurred by the city in connection with the processing of the application and the financing of the project.

(Ord. 6034 § 1 (part), 1983)

Upon receipt of an application containing all required information, agreements and undertakings, the board shall, at such time as is deemed convenient by it, review such application and any staff recommendations with respect thereto, in accordance with the procedures set forth in the rules and regulations. If the board chooses to approve any application, it shall adopt a resolution in which it:

A.

Finds and determines that the proposed project described in the application:

Promotes the long-term employment of residents of the city and/or will significantly contribute to the maintenance, growth or expansion of the economic base of the city,

Constitutes a valid exercise of the police powers of the city, and serves a public purpose in which the city has a peculiar and unique interest,

Substantially relates to a municipal affair of the city;

B.

Accepts and approves such application and the participation of the city in the financing of such project, subject to the provisions of this chapter, the rules and regulations, and the conclusion of all proceedings undertaken to consummate such financing to the satisfaction of the city;

C.

As to participants relocating to Pasadena from elsewhere in California, finds and determines that the participant would have moved irrespective of the availability of the financing permitted under this chapter.

(Ord. 6034 § 1 (part), 1983)

Notwithstanding Section 4.90.280, at any time following receipt of an application, the board may adopt a resolution stating the board's present intention to issue bonds to finance a project. Such resolution shall state the approximate location of the project, the approximate principal amount of the proposed financing, and the nature of the project and shall further generally describe the terms of bonds which may be issued to finance the same. In no event shall adoption of such resolution obligate the city to go forward with such financing.

(Ord. 6034 § 1 (part), 1983)

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

(Ord. 6034 § 1 (part), 1983)

In addition to all other powers specifically granted by this chapter, the city may do all things necessary or convenient to carry out the purposes of this chapter, including entering into such written agreements and other documents as may be appropriate to fulfill the purposes of this chapter.

(Ord. 6034 § 1 (part), 1983)

Any omission of any officer of the city in proceedings under this chapter or any other defect in the proceedings shall not invalidate such proceedings or the bonds issued pursuant to this chapter.

(Ord. 6034 § 1 (part), 1983)

This chapter is full authority for the issuance of bonds by the city for any of the purposes specified herein. This chapter provides a complete, additional and alternative method for doing the things authorized hereby, and shall be regarded as supplemental and additional to the powers conferred by other laws. The issuance of bonds under the provisions of this chapter need not comply with the requirements of any other law applicable to the issuance of bonds. The purposes authorized hereby may be effectuated and bonds are authorized to be issued for any such purposes under this chapter, notwithstanding that any other law may provide for such purposes or for the issuance of bonds for like purposes and without regard to the requirements, restrictions, limitations or other provisions contained in any other law.

(Ord. 6034 § 1 (part), 1983)

Revenues, as defined by this chapter, and the expenditure 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.

(Ord. 6034 § 1 (part), 1983)