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ORDINANCE NO. 339
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF IRWINDALE RELATING TO THE FINANCING OF
PROJECTS FOR THE ENCOURAGING OF INCREASED
EMPLOYMENT WITHIN THE CITY.
THE CITY COUNCIL OF THE CITY OF IRWINDALE DOES ORDAIN AS FOLLOWS:
SECTION 1. Public Purpose. 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. Such purpose or purposes shall be deemed -to
constitute a public purpose or purposes of the City, and the exercise
of the powers recognized in this Ordinance shall be deemed to be in
the performance of an essential governmental function.
SECTION 2. Powers. 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
Ordinance, including, without limitations, the following powers,
together with all powers incidental thereto:
(a) To acquire property by purchase, exchange, gift
lease, contract, or otherwise;
(b) To maintain property;
(c) To dispose of property by lease, sale, exchange,
donation, release, relinquishment, or otherwise;
(d) With respect to property, to: (1) charge and
collect rent under any lease; (2) sell at public or
private sale with such appropriate public notice as
the city may establish; (3) sell at a premium or,
discount above or below apppraised value or for a
nominal consideration; (4) sell on an installment
payment or a conditional sales basis; (5) convey,
or provide for the transfer of, property without
further act of the city, upon exercise of an option;.
and (6) sell at a fixed or formula price, and receive
for any such sale the note or notes of a Company and
mortgages, deeds of trust, or other security agreements
respecting such property; provided, however, this
Section 2 (d) shall be operable only to the extent
permitted by the City Charter;
(e) To encumber property, including funds, whether
than 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, ot,'dther Company thereunder, to dispose of
all or part of the property to the extent authorized
by the Project Agreements or Resolution of Issuance.
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ORDINANCE 339
(h) To borrow money and issue its Bonds for the
purposes of paying all or any part of the costs of the
Project, as provided in this Ordinance.
(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 profes-
sional, legal, financial and other services.
(k) To refund outstanding Bonds when there is a
finding that such refunding will be of benefit to a Com-
pany or holders of such Bonds, subject to the provisions
of the proceedings for the issuance thereof to the ex-
tent permitted by law:
(1) 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 an application fee in an
amount to be established by the City Council from time
to time; (2) by the acceptance of funds and other aid
from governmental sources authorized to provide such
funds or aid; (3) by the acceptance of contributions
from business trade, labor; community and other associ-
ationsg and (4) by other -authorized means.
(o) (i) to make loans to a Company pursuant to a
Resolution of Issuance and a Project Agreement, and such
loan may be secured by a -mortgage or such other security
interests as deemed advisable by the City, may contain
the unconditional promise of the Company to so make pay-
ments or may be guaranteed by such other means as approved
by the City; (ii) to lease a Facility and/or Property
to a Company with an option for. the. Company to purchase
such Facility and/or Property at the end of the lease
term at such price as may be determined by the City;
(iii) to enter into lease-leaseback,financings with Com-
panzes on such terms as may be provided in the Resolution
of Issuance and the Project Agreements; and (iv) to
enter into installment sale agreements with a Company
for Facilities constructed by the City, with title to
pass from the City to suchCompany 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 this
Ordinance, to the extent possible and in the manner re-
quired in the City Charter and applicabi('� State laws.
SECTION 3. Noneration The City shall not have the
power to operate and Facility as a businessr
SECTION 4. Request for Applications; Publication; Adver
ments. Upon this Ordinance becoming effective, the City Clerk
publish in a newspaper of general circulation within the City,
a notice ,setting forth substantially the following:
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(i) that the City has duly adopted and approved this Ordinance
seeking to promote industrial growth within the City so as to
encourage the reclamation and rehabilitation goals of the City
and the potential for increasing long-term employment within
the City; (ii) that on and after the effective date of this
Ordinance, 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
(iii) that the City will review such Applications and determine
the feasibility of each Project so submitted, and will under-
take to commence the financing thereof as soon as practicable.
SECTION 5. Applications. Private, industrial, manufact-
uring or commercial concerns may apply for financing pursuant to
this Ordinance by filing an Application with the City on such
forms as the City may specify, including, without limitation,
all information necessary to evaluate the financial reliabil-
ity and stability of the enterprise, to verify that the re-
clamation.and rehabilitation goals of the City and the poten-
tial for increasing long-term employment within the City, will,
in fact, be increaseyl, 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 pur-
posed to be issued, of the sources of amounts otherwise re-
quired for the Project, and an itemization of the estimated
costs and any other expenses;
(b) The Application shall be supplemented with a com-
mitment 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 author-
ization, qualification, or registration of the offer, issuance,
or sale of the Bonds, and any amendments thereto, and any
permit or ther authorization of such Governmental Department,
prior to the delivery by the City of such Bonds;
(c) The Application shall be supplemented with (i) 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, follow-
ing the delivery of such Bonds;
(d) All commitments by the Company shall specifically
provide for the Company to pay all expenses in connection with
the issuance, offer or sale of the Bonds, whether or not they
are finally issued, to hold the City harmless from any and all
expenses related thereto and to pay items on an ongoing basis
so that neither the City, nor its advisors, attorneys, employ-
ees and the like will accumulate any claims against the City;
and
(e) All additional information, agreements and under-
takings 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.
SECTION 6. Processing of Applications.
(a) Applications for Projects by Companies not reason-
able in accordance with the requirements of this Ordinance
need not be accepted and further processed.
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ORDINANCE 339
(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 Ordinance and with the criteria estab-
lished 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 sub-
division (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 5.
(f) Upon such approval, and certification thereof by
the City 'Clerk, all proceedings necessary to comply with the
California Environmental Quality Act of 1970, as amended
("CEQA"), any zoning, building code or other requirements of
law shall be taken at the .expense of the Company.
Section 7. Preliminary Undertaking.
(a) AProject hall be deemed to have been preliminarily
undertaken bythe Cit when the Application has been reviewed,
processed as above set forth, the..affirmative determinations
above required have been made, the ap royal of the City kms
been obtained, a period of thirty (M days from the date of
publication of'the notice referred to in Section 6(d) has ex-
pired, and no requests have been received by the City Clerk for
a public hearing pursuant to the publication of such notice.
Ehntld requests be received for a public hearing on the matter,
the City 'Council shall hold such a.hearing as soon as is reason-
ably practicable. A further notice shall be given of such
public hearing pursuant.to Section 6061 of the Government Code.
If, after such public hearing, the City Council decides to pro-
ceed, 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 City Council decides not to proceed.
(b) Preliminarily undertaking a Project in no way obli-
gates the City to undertake a Project by entry into Project
Agreements.
.(c) The City Council may decide to hold the public
hearing referred to in (a) above, and if so, the thirty (30)
day waiting period in (a) above shall not apply.
SECTION 8. Undertakings. The City shall undertake Pro-
jects by entry into Project Agreements in substance not in-
consistent with the following:
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ORDINANCE 339
(a) The Company shall comply with all legal requirements
relating to the Project and the operation, repair and main-
tenance of the Facility, including (1) obtaining any re -zonings
or variances, building, development and other permits and appro-
vals, and licenses and other entitlements for use, without regard
to any exemption for public projects; (2) securing the issuance
of any certificates of need, convenience, and necessity or other
certificates or franchises required by the State; (3) qualifying
any nonexempt issue, offer, or sale of any Bonds or ther security
proposed to be issued by the Company or others (including the
City) in connection with the Project; and (4) providing satis-
factory 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 Pro-
perty 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 satifactory
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 constitue
the tax base for property taxation (regardless of any exemp-
tion which may be provided from property taxes), on the same
basis as other Property of similar character.
(e) The amounts payable by a Company to, or for, the
benefit of the City shall, in the aggregate, not be less than
amounts sufficient (1) to pay any Bonds that shall be issued by
the City to pay the costs of the Project, and (2) to pay those
Administrative Expenses which relate to the administration of
the Project Agreements, the Resolution of Issuance and the
Bonds.
(f) The term of the Project Agreements shall extend at
least until the date on which all such Bonds and all other
obligations incurred by the City in connection with a Project
shall have been paid in full or adequate funds for such pay-
ments shall have been otherwise provided.
(g) Such additional provisions as in the determination
of the City are necessary or appropriate to effectuate the
purposes of this Ordinance, 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 subse
quent 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;
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ORDINANCE 339
(4)Relating to the carrying out and completion
of the Project, including the -allocation of responsi-
bility between the City and the Company regarding the
acquisition of Property, the making of other"purchases,
and the contracting for construction of the Project,
with or without competitive bidding, and the payment
therefor; -
(5) That some or all of the obligations of a
Company shall be unconditional and shall be binding and
enforceable in all circumstances whatsoever, not with-
standing 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, mort-
gaging, and events of default; and
(7) That the Company shall indemnify and hold
the City harmless against the claims and demands of all
persons arising in any manner from the Project, the
Project Agreements, the Facilities] the Property, its
operation; maintenance, repair and the like, including,
without limitation, alleged violations of any State or
Federal lair relating thereto relating to this Ordinance
or any acts taken under -this Ordinance.
(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 Ordin-
ance, Projects developed pursuant to this Ordinance shall be
consistent -with the requirements of the General Plan of the
City and any applicable.redevelopment plan.. .
SECTION 9.: Non -A enc No Company shall, by reason of any
Project greement, e deemed the agent of the City in the carrying
out of such agreement.
SECTION 10. Resolution of Issuance The issuance of Bonds
shall be au�d.; y -.the City Council by a Resbfiution of
Issuance. The Resolution,of Issuance may contain such terms and
conditions of the Bonds as the City Council deems advisable and
in accordance with the provisions of this Ordinance, 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�ln such•installments as may be set forth therein
and at -such time or times not exceeding forty (40)
years from the date.thereof;
(d) For the Bonds to be payable in such medt-dms and
at such place or places within or without the State as the
City may deem appropriate;'
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ORDINANCE 339
(e) For the Bonds to bear interest at such rate or
rates .(or, variable rates, as the case may be) per annum not to
exceed those specified in the proceedings, payable at such
time or _,times and at such place or places withinorwithout the
Z -tate 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
faesimilers,ignature 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 direct-
ed to sign the Bonds and .coupons in accordance with this
Section. If any City tifficial whose manual orfacsimile sig-
nature appears bn the Bondsorcoupons ceases to be such
member or officer before.delivery of the Bonds, such signature
is as effective as if such official had remained in office;
(h) If deemed advisable by the City, there may be re-
tained in the proceedings an option to redeem prior to matur-
ity 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 Ordinanee 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 apd sinking funds;
(k) For limitations :on expenditures of Bond Proceeds;
(1) For the procedure by which any contract repre
sented by Bonds may be amended or abrogated;
I(m) For the acts and om±ssions which shall constitue,
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 appointmentofa 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 se-
-cured, and the refunding of outstanding Bonds;
(o) The procedure, if any, by which the terms of any
contract with bondholders may be amended or abrogated, the
amount of Bonds the holders of which must consent thereto, and
the manner in which such consent may be given;
(p) For the payment of Administrative Expenses or
other expenses of the Agency;
(g) Specificationsof the acts or omissions to act
which shhll constitue 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;
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ORDINANCE 339
(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 Ordinance as theiCity may deem appropriate which are
for the protection of the City or the bondholders or which tend
to make the Bonds more marketable.
SECTION 11. Indenture Provisions in Resolution of Issuance
In the descretio or the City, any Bonds issued under the pro-
visions of this Ordinance 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 limita-
tion, 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 pro-
vided 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 pro-
vide that the Revenues mortgages, and any other rights be pledged
a security for repayment of the Bonds, subject to such agreements
with bondholders as may"then exist. Such Resolution of Issuance
may contain convenants of the City as to the acquisition of
Property, the dispositi6n of any Property, or part thereof, the
subjecting of additional property to the lien thereof, the is-
suance of additionalBond, the custody, investment.and applica-
tion of all monies, the creation and maintenance of reserves,
the disposition of insurance or condemnation proceeds, and the
use of surplus Bond Proceeds. Any such Resolution of Issuance
may define events of default therunder, 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
resonable and proper and which relate in any way to the secur-
ity or protection of bondholders. All expenses incurred in
carrying out the provisions of such Resolution of Issuance shall
be treated as an Administrative.Expense. Any interest in Property
established by an 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,
shallfurtherbe deemed to be trust funds and all Revenues shall
beheld 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.
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ORDINANCE 339
SECTION 12. Further Provisions re Bonds. All Bonds is-
sued by the City for a Project shell fe 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 Ordin-
ance:
(a),The Bonds may be executedanddelivered 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 refund-
ing and other:authorized purposed. Any refunding may
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 pro-
visions of the.law, the proceedings for the issuance of
such.refunding bonds may provide for the payment into an
escrow fund such monies, 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 exer-
cise of the powers pursuant to this Ordinance, provided'
that the City so'dbtermines in the proceedings and such
determination is recited in the Bond.
SECTION 13. Compliance with State and Federal Laws
Any and all -Bonds issued pursuant to this Ordinance shall be
issued in compliance with State laws not in conflict herewith
and Federal laws and regulation relating to the issuance of
securities and the Federal laws and regulations relating to
the exemption from Federal income taxation.
SECTION 14 Sale of Bonds. Bonds may be sold at such price
and in such manner as e ity ouncil 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 oe face value of the Bonds specified
in the proceedings.
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ORDINANCE 339
SECTION 15. No City Debt.
(a): None of the Bondsissued by the City pursuant to
this Ordiance shall be deemed to constitue.a debt or li-
ability of the City, or a pledge of the faith and credit
of the City., but shall be payable solely from the Reven-
ues and other funds, if any, provided therefor in the
proceedings.
(b) The issuance of Bonds shall not directly or
indirectly or,00ntingently obligate the City to levy or
to pledge any form of taxation whatsoever therefor or to
make any appropriation for their payment.
(c) All Bonds shall contain on the face thereof a
statement to the following effect:
"Neither the faith and credit nor the taxing
power of the City of Irwindale is,pledged to
the payment of the principal of, premium, if
any, or.interest on this Bond; nor is the
City; of Irwindale inanymanner obligated to
make any appropriation for payment."
(d) Neither the Mayor nor any persons executing the
Bonds shall; in'any event,,be subject to any personal li-
ability 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 ob-
ligated to pay Bonds or Project costs (other than Adminis-
trative 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 author-
ized by law. All Bonds shall contain on the face thereof
a statement.of their special obligation nature.
SECTION 16 Net Earnings. Any net earnings realized by the
City<pursuant to this Ordinance shall inure solely to the benefit
of,the,,City and not to be benefit of any Company or other private
person..
SECTION 17. Definitions. The following definitions of
words and terms shall app y to this Ordinance, and, unless the
context otherwise requires, are as follows:
(a) "Acquire" and its variants means acquire construct,
improve, furnish, equip, remodel, repair, reconstruct or
rehabilitate.
(b) "Application means an application submitted by a
Company pursuant to this Ordinance to obtain financing
for a Project under a Project Agreement.
(c) "Administrative Expenses" means the reasonable and
necessary-expenses__incurred by the City in the adminis-
tration of the provisions of this Ordinance, including,
without limitation, fees and costs of paying agents,
indenture trustees, -attorneys, consultants and others.
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ORDINANCE 339
(d) "Bondholder" or.°Holder of Bonds", or any other
similar term, means: (i) any person who shall be the
holder of any'outstanding:Bond payable to bearer, or
(ii) the registered owner or his duly authorized attor-
ney,.trustee, representative or assigns of any out-
standing 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 shill not be counted.
(e) "Bonds" means the bonds, including principal (pre-
mium, if any) and interest, authorized to be issued by
the City under this Ordinance, including a single bond,
a promissory note or notes, or other instruments eviden-
cing -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:
(1) Are issued as part of an issue all or a major
portion of the proceeds of which are to be used direc-
tly or indirectly in any trade or business carried on
by any person who is not an exempt person within the
meaning of the Internal Revenue Code of 1954 as amended
(except as set forth in 3A viii below); and
(2) The payment of the principal or interest on
which (under the terms of such obligation or any under-
lying arrangement) is, in whole or in major part,
(i) Secured by any interest in
Property used, or to be used, in a trade
or business or in payments in respect of
such Property; or -
(ii) To be derived from payments
in respect of Property, or borrowed money
used or to be used in a trade or business;
(3) Are issued as part of an issue substantially
all of the proceeds of which are to be used, with res-
pect to any one or more of such vacilities (none of which
shall be deemed to be restricted in scope because of the
provisions of any other State law):
A. '7th provide
(i) Residential real property for
family:units;
(ii) Sports facilities;
(iii) Convention or trade show facilities;
(iv) Airports, docks, wharves, mass
commuting facilities, parking facilities,
or storage or training facilities direct-
ly related to any of the foregoing;
-(v) Sewage or solid waste disposal
facilities or facilities forthelaical
furnishing of electric energy or gas;
(vi) Air or water pollution control
facilities;
(vii) Facilities for the furnishing of
.water for any purpose if:
1
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ORDINANCE 339
(a) -the water is or will be made
available to members of the general
public (including electric utility;
industrial,;agricultural; or commercial
users); and
- (b) either the facilities are operated
by a governmental.unit or the rates for the
furnishing or sale of the water have been
-established or approved by the State or
political subdivision thereof, by any agency
or instrumentality of the United States, or
by a public service or public utility com-
mission or other similar body of the State
or political subdivision thereof;
(viii) Facilities for operation by corporations
qualifying as exempt persons under Section 501 of the
Internal Revenue Code of 1954, as amended;
(ix) For the acquisition of development of land
as the site for an industrial park, or
(x) For any other Facilities, strtetures and'the
like, which the City can finance hereunder without vi-
olating the applicable Federal laws and regulations
promulgated,thereunder pertaining to industrial develop-
ment bonds.
The above definitions of the words "Bonds" and "Bond"
are intended to include all of the types of industrial de-
velopment bond facilities that can be financed on a tax
exempt basis under the applicable Federal laws (including
the regulations promulgated thereunder), and it is intended
that this definition in this Ordinancet4ill;be amended from
time to time to correspond with any changes in said Federal
laws. It is not intended, by -including any of the above
definitions, to contravene any provisions of the City Charter.
Furthermore, some of the above items are furnished by
privately owned public utilities or private concerns, and
it is not intended to, nor shall any proceedings be con-
ducted under those provisions, without the consent of the
privately owned public utility or other private concern
involved, as the case may be.
(f) "Bond Proceeds" means all amount received by the
City upon sale or other disposition of any Bonds.
(g,) "City" means the City of Irwindale, California,
a charter city in the State existing under and exercising
powers pursuant to the City Charter.
(h) "City Charter" means the "Charter of the City
of Irwindale; State of California", as amended from time
to time.
(i) "Company" means a person, partnership, corporation,
whether for profit or not, trust, or other private enter-
prise of whatever legal form for which a Project is under-
taken or proposed to -be undertaken pursuant to this Or-
dinance, and may include more than a single enterprise.
(j) "Cost" as applied to any Project, may include:
(1) The cost of construction, improvement, re-
modeling, rehabilitation, repair and "construction.
(a) The cost of acquisition, including rights
1 in land and other Property, both real and personal
and improved and unimproved, and franchises, and
disposal rights.
ORDINANCE 339
(3) The cost'of demolishing, removing, or relo-
cating any building or structures on lands so acquired,
including the cost of acquiring any lands to which
- such buildings or structures may be moved or relocated.
(4) The cost of machinery, equipment and furnish-
ings, and of engineering and architectural surveys,
plan, and specifications.
(5) The cost of consultant services, including,
without limitation;'legal, financial, engineering,
accounting, and auditingy necessary or incident to
a Project and of the determination as to the
feasibilityorpracticability of undertaking such
Project.
(6) The 'cost of financing, including, without
limitation, interest to be paid on the Bonds prior
to, during, and for, a reasonable period after com-
pletion of a Project, and reserves for securing
principal and interest payments and for extensions,
enlargements, additions, repairs, replacements,
renovations, and improvements.
(7) The cost of acquiring or refinancing existing
obligatons,'incident to'the undertaking and carrying
out, including the'financing, of a Project, and the
reimbursement to any governmental entity or agency,
or any Company, of expenditures made by or on behalf
of such entity, agency, or Company that are costs of
such Project hereunder, without regard to whether
or not such expenditures may have been madebefore
or after the -undertaking of a Project by the City or
delivery of 3onds, all to the extent that such costs
maylbe legally paid from Bond proceeds.
(8) The 'cost of making relocation assistance
payments as provided by State Law.
"Cost shall not otherwise include working capital for a
Company.
(k) "Facilities" means Property -suitable for any one
or more of the activities or uses described in this Or-
dinance for which Bonds can be issued, and includes in-
cidental facilities and appurtenances and appurtenant work.
(1) "Governmental Department"`means any commission,
department, or agency of the State or the United States
of America with which, under any other act, the'offer,
issuance, or sale of the Bonds is subject to authoriza-
tion, qualification or registration.
(m) "Proceedings" means the actions taken by the
City in undertaking, carrying out, and completing a
Project, including, without limitation, the Project
Agreements, mortgages;'indenture, Bonds, and resolutions.
(n) "Project" means the acquisition of Facilities
as authorized by this Ordinance.
(o) "Project Agreements" means the agreements between
the City and a Company respecting a Project, and may include
without limitation, leases, subleases, options to, and
installment or other contracts of, purchase, loan, and
guarantee agreements, notes, mortgages, deeds of trust,
and security agreements.
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ORDINANCE 339
(p) "Property" means any land, air rights, water rights,
disposal rights, improvements, buildings or other structures,
and any personal property, and includes, but is not limited
to, machinery and equipment, whether or not in existence or
under construction, and interests in any of the foregoing.
(q) "Resolution of Issuance" means a resolution
authorizing the issuance of Bonds by the City as provided
in this Ordiance.
(r) "Revenues" means all rents, purchase payments,
and other income derived by the City from, or with respect
to, the sale, lease, or other voluntary or involuntary
dispositi n 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 doee-not include receipts
designated to cover Administrative Expenses.
(s) "State" means the State of California.
SECTION 18. Contract Restrictions. No attorney or firm
of attorneys employed as counsel by a Company may serve as legal
counsel, including bond couns-el, to.the City in connection with
any Project or proposed Project for such Company. No attorney
or firm of attorneys.employed as counsel by an Underwriter may
serve as legal counsel; including bond counsel, to the City in
Connection with any Project or proposed Project for the Company
involved.
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.
SECTION 19. Miscellaneous.
(a) This Ordinance, being necessary for the welfare
of the City and its inhabitants, shall be liberally construed
to effect its purposes.
(b) The City of Irwindale 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
Ordinance relating to such Bonds, that the City will not amend
this Ordinance so as to adversely affect vested rights of the
holders of such Bonds or the Companies executing Project Agree-
ments relating thereto until the obligation evidenced by such
Bonds is fully met or discharged and such Project Agreements
are fully performed or discharged on the part of the City,
provided, however, that nothing herein contained shall pre-
clude such alteration or change: (i) if there will be no
impairment of the contracts represented by such Bonds, based
upon a finding made by the City Council after a public hearing
and the receipt of appropriate opinions and evidence relating
thereto; (ii) if, and when, adequate provision shall have been
made for the protection from impairment of the contracts repre
sented by such Bonds and Project Agreements; or (iii) to amend
this Ordinance so as to make it more efficient, cure ambiguities,
defects, inconsistent provisions, clairfy matters or questions
arising under this ordinance, take advantage of new legal or con-
ceptual developments or otherwise improve this ordinance and the
application thereof to the benefit of the City and its citizens;
and such right to so alter or change is hereby reserved.
114
ORDINANCE 339
(c) An action may be brought pursuant to Chapter 9
(commencing with Section 860) of Part 2 of Title 10 of the Code
of Civil Procedure, or under any other applicable law or legal
procedure, to determine the validity of Bonds, proceedings,
Project Agreements or indentures, including, without limiting
the generality of the foregoing, the legality of all proceedings
theretofore taken pursuant to this Ordinance.
(d) This Ordinance 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 Ordinance, the City need not
comply with the provisions of any law applicable to the ex-
ercise of similar powers except as referred to in this Ordiance.
SECTION 20. Other Ordinanees. The City presently has no
ordinances or parts of ordinances that are in conflict with
this Ordinance.
SECTION 21 Statement of Polic Severabilit The City
Council hereby declares that this Ordinance 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 Ordinance 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 Ordinance shall for any reason be
adjudged by any court of "competent jurisdiction to be uncon-
stitutional, unenforceable, or invalid, such judgement shall
not affect the validity of the remaining portion of this
Ordinance and each and every other section, paragraph, sub-
division, sentence, clause, or phrase hereof irrespective of
the fact that any one or more sections, paragraphs, sub-
divisions, sentences, clauses or phrases of this Ordinance
may be held to be unconstitutional, unenforceable or invalid.
SECTION 22 Effective Date This Ordinance shall take
effect on the thirty-first 51st) day after approval by the
City Council.
ATTEST:
APPROVED and ADOPTED this
8th
ORDINANCE 339
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ss.
CITY OF IRWINDALE
I, Margaret S. Barbosa, City Clerk of the City of Irwindale,
do hereby certify that the foregoing Ordinance, being Ordinance
No. 339, was introduced at a regular meeting of the City Council
of the City of Irwindale, held on the 24th. day of April, 1980,
and was duly passed, approved and adopted by said Council, ap-
proved and signed by the Mayor and attested by the City Clerk
at a regular meeting of the said City Council held on the 8th
day of May.19805 by the following vote:
AYES: COUNCILMEN: Barbosa, Castellanos, Tapia, Pat
Miranda and Mayor Michael Miranda
NOES: COUNCILMEN: NONE
ABSENT: COUNCILMEN: NONE
S. Barbosa5Clerk
115