This Chapter may be cited as the City of Inglewood Industrial
Revenue Bond Law.
(Ord. 2384 11-4-80)
Unless the particular provision or context otherwise requires,
the following definitions of words and terms shall govern the construction,
meaning and application of the words and phrases used in this Chapter:
and its variants means acquire, construct, improve, furnish,
equip, remodel, repair, reconstruct or rehabilitate.
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.
means an application submitted by a Company pursuant to this
Chapter to obtain financing for a Project under a Project Agreement.
or any other similar term, means:
Any person who shall be the holder of any outstanding bond payable
to bearer; or
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.
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 hereunder, including
any guarantee of such security by any person given in relation to
an issue of bonds, which satisfy the following criteria:
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; and
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:
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) to provide:
For the acquisition or development of land as the site for an
industrial park,
For any facilities, meeting the criteria set forth in (1) and
(2) above which the city can finance hereunder under the exemptions
in the International Revenue Code of 1954, as amended, commonly known
as the "small issue exemptions,"
Residential real property for family units,
Sports facilities,
Convention or trade show facilities,
Airports, docks, wharves, mass commuting facilities, parking
facilities, or storage or training facilities directly related to
any of the foregoing,
Sewage or solid waste disposal facilities or facilities for
the local furnishing of electric energy or gas,
Air or water pollution control facilities,
Facilities for the furnishing of water for any purpose if:
The water is or will be made available to members of the general
public (including electric utility, industrial, agricultural, or commercial
users), and
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 an 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, or
For any other facilities which the City can finance hereunder
without violating the applicable Federal laws and regulations promulgated
thereunder pertaining to industrial development bonds.
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The above definitions if the words "bonds" and "bond" shall
be construed 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 and the regulations promulgated thereunder,
the details thereof, although also incorporated in such laws and regulations,
being omitted herein for the sake of brevity; and, it is intended
that the definition in this Chapter will be amended to correspond
with any changes in said Federal laws (but not in the regulations
or in the details of such laws). It is not intended, by including
any of the above definitions, to contravene any provisions of the
City Charter and such definition shall be so construed. 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; or
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Are issued as part of an issue substantially all 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) to provide facilities (for
example, hospitals) which are to be used directly or indirectly in
any trade or business carried on by any person who is an exempt person
within the meaning of the Internal Revenue Code of 1954, as amended;
and any company, who so qualifies as an exempt person, may submit
an application for financing hereunder; and any company, who does
not so qualify as an exempt person, may submit an application for
financing of facilities for operation by such an exempt person, it
being the intent of this Chapter to encourage all enterprises, either
within or without the City, which broaden the employment opportunities
for residents of the City and which serve the residents of the City
and so make it a more attractive place for industrial and commercial
ventures. While bonds issued to provide facilities described in this
subparagraph (4) do not fall within the definition of "industrial
development bonds" as set forth in the Internal Revenue Code of 1954,
as amended, and the regulations promulgated thereunder, such bonds
shall be treated as industrial development bonds for purposes of this
Chapter and may be issued substantially in the manner set forth herein
pursuant to appropriate proceedings being taken therefor.
means all amounts received by the City upon sale or other
disposition of any bonds.
means the City of Inglewood, California, a charter city in
the State existing under and exercising "home rule" powers pursuant
to the City Charter.
means the "Charter of the City of Inglewood, State of California,"
as amended from time to time.
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.
as applied to any project, may include, without limitation,
any or all of the following:
The cost of construction, improvement, remodeling, rehabilitation,
repair and reconstruction;
The cost of acquisition, including rights in land and other
property, both real and personal and improved and unimproved, and
franchises, and disposal rights;
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;
The cost of machinery, equipment and furnishings, and of engineering
and architectural surveys, plans, and specifications;
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;
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, underwriter's discount, loan fees,
and reserves for securing principal and interest payments and for
extensions, enlargements, additions, repairs, replacements, renovations,
and improvements;
The cost of acquiring or refinancing existing obligations incurred
in connection with 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;
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;
Any other items necessary or convenient to the project, whether
or not included within the above categories.
Except in the case of a company qualifying as an exempt person
under Section 501 of the Internal Revenue Code of 1954, as amended,
"cost" shall not otherwise include working capital for a company.
means the City Council of the City of Inglewood.
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.
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.
means a structure or building suitable for use as a hospital,
clinic, nursing home, home for the aged or infirm, place providing
health care, laboratory, laundry, nurses, doctors, or interns' residence,
ambulatory care center, place for administrative offices, place in
which to conduct research, place in which to house maintenance equipment
and supplies, storage place, place in which to locate utilities, auditorium,
dining hall, place for food service and preparation, place in which
to house firefighting equipment, place in which to provide mental
and physical health care and dental care, nursing school, medical
teaching school, and place in which to house offices; parking lots,
garages, and buildings or structures in which to house supporting
services; and all necessary, useful, and related furnishings, equipment,
machinery, and appurtenances, including, without limitation, the acquisition,
preparation, and development of all lands necessary or convenient
as a site or sites for any of the foregoing.
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.
means the acquisition, financing or refinancing of facilities
as authorized by this Chapter.
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.
means any land, easements, rights-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 a project.
means a resolution authorizing the issuance of bonds by the City as further provided in Section 14-14 hereof.
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 any such income or proceeds in any fund or account of the City,
but does not include receipts designated to cover administrative expenses.
means the State of California.
(Ord. 2384 11-4-80)
The City is hereby 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,
all as provided in this Chapter. Such purpose or purposes tall be
deemed to constitute a public purpose or purposes of the City in which
the City has a peculiar and unique interest, and the exercise of the
powers recognized in this Chapter shall be deemed to be an exercise
by the City of its home rule powers and also the performance of an
essential governmental function and also a municipal affair as those
terms are defined by California law. Findings as to the reasons for
the adoption of this Chapter, the public purposes to be achieved thereby
and other matters pertinent to this Chapter are set forth in a Resolution
No. 7644 the Council, which is incorporated herein by reference.
(Ord. 2384 11-4-80)
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 and counsel, to the City in
connection with any project or proposed project for the company involved.
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. 2384 11-4-80)
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
limitation, the following powers, together with all powers incidental
thereto:
(a)
To acquire
property by purchase, exchange, gift, lease, contract, or otherwise,
including eminent domain;
(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 or without public notice,
(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;
(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 purpose of paying all or any part
of the costs of a 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 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,
(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;
(o)
(1)
To
make a loan and/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,
(2)
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,
(3)
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
(4)
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;
(p)
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. 2384 11-4-80)
The City shall not have the power to operate any facilities
as a business.
(Ord. 2384 11-4-80)
Upon 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 this Chapter seeking to promote
industrial growth within the City so as to encourage increasing long-term
employment for the residents thereof;
(b)
That
on and after the effective date of 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
hereunder; 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. 2384 11-4-80)
The Council shall provide, by resolution, for the creation of
a coordination process within the City which shall be responsible
for coordinating all industrial development activities pursuant to
this Chapter so that all companies submitting applications shall be
able to avoid unnecessary delays in processing of documents with various
City departments and any other governmental agencies that may have
any need to become involved. The coordination process shall provide
for the processing of all documents on behalf of companies submitting
applications and shall provide for the taking of any such required
action with the proper offices or departments within the City.
The Council shall provide, by resolution, rules and regulations
setting forth the details of the procedures for the implementation
of this Chapter, including therein, without limitation, the form of
the application, the criteria for evaluation and approval of the applications,
the procedure for processing applications and deposits, fees and charges
to be made hereunder and the uses of same, or any fund or funds derived
therefrom.
(Ord. 2384 11-4-80)
Private industrial, manufacturing or commercial concerns may apply for financing pursuant to this Chapter by filing an application with the City on such forms and with the City as specified pursuant to Section 14-8 hereof, and shall include, without limitation, all information necessary to evaluate the financial reliability and stability of the enterprise, to verify that long-term employment of local residents, 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 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 and liabilities 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; and
(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. 2384 11-4-80)
(a)
Applications
for projects by companies not reasonably 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 paragraph (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 14-9.
(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 unless the City expressly agrees in writing to some
other arrangement.
(Ord. 2384 11-4-80)
(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, the approval of the City has been obtained, a period of 30 days from the date of publication of the notice referred to in Section 14-10(d) 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 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 Council decides to proceed, the project shall be deemed to have been preliminarily undertaken; provided, however, nothing herein shall be deemed to commit the City to proceeding, if as a result of the public hearing the 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
Council may decide to hold the public hearing referred to in (a) above,
and if so, the 30 day waiting period in (a) above shall not apply.
(Ord. 2384 11-4-80)
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, 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, 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:
(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 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 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; and
(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 Chapter or any acts taken under this Chapter;
(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 treasurer. 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 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.
(j)
In any
project agreement entered into by the City for the financing or refinancing
of health facilities, the company shall agree that, to the extent
feasible, the company shall pass through to the patients at such health
facilities in the form of lower patient charges, the interest cost
savings achieved by the company as a result of the City issuing bonds
for the financing or refinancing of such health facilities.
(k)
In any
project agreement entered into by the City for the financing or refinancing
of health facilities, the company shall agree to obtain all necessary
health planning approvals with respect to the health facilities proposed
to be financed or refinanced by the City.
(Ord. 2384 11-4-80)
No company shall, by reason of any project agreement, be deemed
the agent of the City in the carrying out of such agreement.
(Ord. 2384 11-4-80)
The issuance of bonds shall be authorized by the Council by
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 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
40 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, which may be equal to but may not exceed such rate or
rates as are permitted under the Constitution of the state of California,
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)
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. In lieu of the manual signature of the City Clerk
on the bonds, they may be authenticated by the manual signature of
a duly authorized officer of the trustee on the particular bond issue
involved;
(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 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; 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. 2384 11-4-80; Ord. 2417 4-6-82)
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 and any other
rights be pledged as 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 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 occurred 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.
(Ord. 2384 11-4-80)
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 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
(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. 2384 11-4-80)
Any and all bonds issued pursuant to this Chapter shall be issued
in compliance with State laws not in conflict herewith and Federal
laws and regulations relating to the issuance of securities and the
Federal laws and regulations relating to the exemption from Federal
income taxation.
(Ord. 2384 11-4-80)
Bonds may be sold at such prices and in such manner as the 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. 2384 11-4-80)
(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 Inglewood is pledged to the payment of the principal of, premium,
if any, or interest on this Bond, nor is the City of Inglewood in
any manner obligated to make any appropriation for payment."
(d)
Neither
the Council 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. This shall
not prevent the city, in its discretion, from agreeing, in writing,
to pay various expense items in connection with a particular project
incurred prior to the issuance of the bonds, for which the City then
has available funds.
(Ord. 2384 11-4-80)
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. 2384 11-4-80)
(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 of Inglewood 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 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 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 hereby 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, 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 Chapter; and all of such matters respecting which an action may be brought pursuant to such Chapter 9, or any other applicable law or legal procedure shall be subject to the provisions thereof regarding validity, limitation of actions, and incontestability.
(d)
This
Chapter 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 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.
(e)
Except
to the extent that a particular word or phrase is otherwise specifically
defined in this Chapter, the definition of each word or phrase shall
constitute, to the extent applicable, the definition of each word
or phrase which is derivative from it, or from which it is a derivative,
as the case may be. Words of the masculine gender include the feminine
and neuter genders. Words importing the singular number include the
plural number and vice versa. Words importing persons shall include
corporations and associations, including public bodies, as well as
natural persons. The terms "hereby," "hereof," "hereto," "herein,"
"hereunder," and any similar terms used in this Chapter, refer to
this Chapter.
(Ord. 2384 11-4-80)
The City presently has no ordinances or parts of ordinances
that are in conflict with this Chapter.
(Ord. 2384 11-4-80)
The Council hereby declares that this Chapter is an exercise
of the power granted to the City by the Constitution of the State
of California and is an exercise by the City of its powers as to municipal
affairs, and this Chapter 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 section, paragraph, subdivision,
sentence, clause or phrase of this Chapter 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 Chapter. The Council hereby declares
it would have adopted this Chapter and each and every other section,
paragraph, subdivision, sentence, clause or phrase hereof irrespective
of the fact that any one or more sections, paragraphs, subdivisions,
sentences, clauses or phrases of this Chapter may be held to be unconstitutional,
unenforceable or invalid.
(Ord. 2384 11-4-80)
This Chapter shall take effect on the thirty-first (31st) day
after adoption.
(Ord. 2384 11-4-80)
