SECTIONS 91520-91549 - California Statutes

GOVERNMENT CODE

SECTION 91520-91549

91520. (a) There is in each public agency a public, corporate
instrumentality of the State of California, known as the industrial
development authority of the public agency. Each public agency is
authorized to utilize that authority in the issuance of revenue bonds
in the accomplishment of the public purposes as provided in Section
91502. The purposes provided in Section 91502 shall be deemed to
constitute public purposes of the public agency, and the exercise by
each authority of the powers conferred by this title, including the
power to issue revenue bonds, shall be deemed to be the performance
of an essential governmental function of the public agency; provided,
however, that exercise of the powers conferred by this title in the
achievement of the purposes provided in Section 91502 shall be
subject to the provisions of, and exclusively as provided in, this
article.
(b) An authority shall not transact any business or exercise any
powers under this article unless, by ordinance, or, in the case of a
redevelopment agency, by resolution, the governing body declares that
there is a need for the authority and that the authority shall
function. The ordinance shall be subject to referendum in the manner
prescribed by law for ordinances of the public agency. With respect
to a redevelopment agency, the resolution provided for herein shall
be subject to referendum in the manner prescribed by law for
ordinances of the community in which the agency is located.
(c) An authority shall conclusively be deemed to have been
established and authorized to transact business and exercise its
powers upon proof of the adoption of such an ordinance or resolution.
(d) Notwithstanding any other provision contained in this article,
a public agency shall have the power to transact any business or
exercise any powers of an authority conferred by this title without
having to establish an authority. However, a public agency may, at
its option, establish an authority pursuant to the provisions of this
article to exercise any powers conferred by this article. In the
event that a public agency acts as an industrial development
authority, any reference to authority and board contained in this
title shall mean public agency and governing body, respectively.

91521. (a) The sole purpose of an authority is to undertake
projects through the issuance of bonds in accomplishment of the
purposes provided in Section 91502, and to carry out and complete
such projects and perform and exercise derivative obligations and
powers.
(b) The jurisdiction of an authority to undertake projects shall
be coincident as to territory with the territory of the public
agency.

91522. (a) All powers vested in authorities shall be exercisable as
their respective boards shall provide, solely in the accomplishment
of the purposes of authorities.
(b) A board shall consist of any authorized number of directors
not less than three. The authorized number of directors shall be
established by resolution of the governing body from time to time,
except that when the resolution provided for by Section 91523 shall
have been adopted, the authorized number of directors shall be the
same as the authorized number of members of the governing body.
(c) Each director shall reside within the territory of the public
agency and, unless the resolution provided for by Section 91523 has
been adopted, shall not be an officer or employee of the public
agency. Failure of a director to reside within the territory of the
public agency or the existence of an official or employment
relationship with the public agency shall not affect the validity of
any project agreements, indentures, bonds or other proceedings or
actions taken by an authority or public agency.
(d) Unless the resolution provided for by Section 91523 has been
adopted, the directors shall be appointed by the governing body and
they shall be appointed in such a manner that they shall hold office
for overlapping terms. At the time of the appointment of the first
directors, the governing body shall divide the directors into three
groups containing as nearly equal whole numbers as possible. The
first term of the directors included in the first group shall be
approximately one year, the first term of the directors included in
the second group shall be approximately two years, the first term of
the directors included in the third group shall be approximately
three years, as determined by the governing body, and thereafter the
terms of all directors shall be three years. Directors shall be
eligible for reappointment for an unlimited number of terms.
(e) The directors shall serve without compensation, except that
they may be reimbursed for their actual and necessary expenses
incurred in the performance of their duties, or at the discretion of
the governing body, may receive a reasonable per diem payment and
mileage charge as reimbursement for living and traveling expenses
incurred in the performance of duties away from the principal office.
In addition, at the discretion of the governing body, they may also
receive a reasonable mileage charge as reimbursement for traveling
expenses to and from the principal office of the authority or the
place of meeting, if other than at the principal office.
(f) Should the authorized number of directors be increased by a
resolution authorized by subdivision (b), the additional directors
shall be appointed for terms such that, when the number of directors
is divided into three groups containing as nearly equal whole numbers
as possible, the expiration of the first terms of the additional
directors shall coincide with the expiration of the current terms of
the directors within the same group. Should the authorized number of
directors be reduced by such a resolution, the reduction shall be
accomplished in accordance with the same criterion, except that a
reduction, the effect of which would be to shorten the tenure of any
director, shall not become effective until vacancy or expiration of
term.
(g) Vacancies shall be filled by appointment of the governing body
for the unexpired term, unless the authorized number of directors is
reduced as provided in subdivision (f).
(h) A director's tenure shall continue until his successor has
been appointed and qualified; provided, however, that a director may
be removed from office by the governing body for cause after notice
and opportunity for hearing.

91523. As an alternate to the appointment of directors pursuant to
Section 91522, the governing body may, at its sole discretion and at
any time regardless of the incumbency of any directors appointed
pursuant to Section 91522, by resolution, declare itself to be the
board, in which case all the rights, powers, privileges, duties,
liabilities, disabilities, and immunities vested in a board shall be
vested in the governing body as such board and the terms of office of
any incumbents appointed pursuant to Section 91522 shall be deemed
terminated. A governing body which has adopted a resolution pursuant
to this section may at any time adopt the resolution provided for by
Section 91522 and, thereupon, the resolution provided for by this
section shall, upon the effectiveness of such resolution, be deemed
repealed.

91524. (a) The principal office of an authority shall be located at
the principal office of the public agency.
(b) Each authority shall have a chairperson of its board, who
shall be elected by the members of the board from among its
membership.
(c) Public officers of an authority consist of the chairperson and
members of the board, a secretary, a treasurer, and such assistants
for the secretary and the treasurer as the board may appoint. The
corresponding officers of the public agency may, by designation by
resolution of the board, be the secretary, the treasurer, and
assistants of the authority. The secretary, the treasurer, and
assistants may be compensated.
(d) An authority shall file, with the clerk of the public agency,
a certificate of a majority of the authorized number of directors as
to the secretary and any assistant secretaries of the authority, and
such certificate shall, until superseded by a later certificate, be
conclusive with respect to the authority that such person is the
secretary or assistant secretary, as the case may be, of the
authority.
(e) A certificate of the clerk of the public agency as to the
secretary or assistant secretary of the authority, and of the
secretary or assistant secretary so certified as to the incumbents of
any offices, shall be conclusive with respect to the public agency
and the authority that such persons are the incumbents of such
offices in any transactions of the authority authorized by this
title.

91525. (a) An authority may appoint such employees and agents,
including without limitation financial advisers or consultants,
accountants, architects, engineers, or other experts or advisers as
it requires, and determine their qualifications, duties, terms of
employment or engagement, and compensation. Officers, agents, or
employees of a public agency may also be agents or employees of an
authority. Officers, agents, or employees of an authority shall not,
by reason thereof, be deemed to be officers, agents, or employees of
a public agency. An authority shall adopt personnel rules and
regulations applicable to its employees.
(b) An authority may contract for such legal counsel as in its
judgment is necessary or advisable to enable it to carry out its
purposes, including such bond counsel as it deems advisable in
connection with any proceedings.
(c) No attorney or firm of attorneys employed as counsel by a
company may serve at the same time as legal counsel, including bond
counsel, and no person or firm employed as financial adviser by a
company may at the same time serve as financial adviser, to the
authority in connection with any project or proposed project for such
company.

91525.5. A member of the board or other officer of an authority or
a member of the governing body who has any financial interest, other
than an interest as defined by Section 1091 or 1091.5, in any
project, project agreement, indenture, bonds, or the sale thereof,
shall fully disclose the nature of the interest to the board, or
governing body, and shall not cast a vote upon any matter concerning
that project, project agreement, indenture, bonds, or the sale
thereof, in any manner whatsoever, except that the presence of the
member may be considered in determining the existence of a quorum.

91526. An authority may:
(a) Sue and be sued in its own name.
(b) Have an official seal.
(c) Have perpetual succession.
(d) Make and execute contracts and other instruments and
documents.
(e) Make, amend, and repeal bylaws governing procedures and
meetings of the board and the duties of its officers, and make,
amend, and repeal rules, regulations, and policies governing the
transaction of its business and the exercise of its powers.
(f) Use premises of, subject to the regulation thereof by, the
public agency.
(g) Administer its funds and deposit, invest, and reinvest funds
in the types of securities or obligations permitted the public agency
in accordance with law.
(h) Use discretion in the undertaking of projects, including the
establishment of reasonable priorities and criteria among the types
and locations of projects and regarding companies.

91527. Authorities shall have all powers necessary or appropriate
for carrying out the purposes of this title including, without
limitation, the following powers, together with all powers incidental
thereto:
(a) To acquire property by purchase, exchange, gift, lease,
contract, or otherwise, except by eminent domain. The power to
acquire real property shall not be exercised for other than authority
use except pursuant to project agreement or indenture.
(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 discount or below appraised value or for
a nominal consideration, only; (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 authority, upon exercise of
an option; (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 the property.
(e) To acquire and hold property, including funds, project
agreements and other obligations of any kind, and pledge, encumber or
assign the same, or the revenues therefrom or any portion of such
revenues, or other rights, whether then owned or possessed, or
thereafter acquired, for the benefit of the bondholders, and as
security or additional security for any bonds or the performance of
obligations under an indenture.
(f) To provide for the advance of bond proceeds and other funds
pursuant to project agreements as necessary to pay or reimburse for
project costs.
(g) To exercise all rights and to perform all obligations of the
authority under the project agreements and indenture, 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 indenture.
(h) To borrow money and issue its bonds for the purpose of paying
all or any part of the costs of a project, and for any other
authorized purpose, as provided in this title.
(i) To contract and pay compensation for professional, financial,
and other services.
(j) To refund outstanding bonds of the authority without regard to
the purposes of this title when the board determines that the
refunding will be of benefit to a company or holders of the bonds,
subject to the provisions of the proceedings.
(k) To invest, deposit, and reinvest funds under the control of an
authority and bond proceeds in the types of securities or
obligations authorized, pending application thereof to the purposes
authorized by, subject to the provisions of, the proceedings.
(l) To acquire insurance against any liability or loss in
connection with property, in such amounts as it deems desirable.
(m) To expressly waive any immunity of the political subdivisions
of this state provided by the Constitution or laws of the United
States of America to taxation by the United States of interest on
bonds issued by an authority, in obtaining federal benefits.
(n) To fund administration and cost of issuance expenses (1) by
the establishment and collection of reasonable fees in amounts as may
be determined by the board, but in no event shall the fees exceed 1
percent of the estimated maximum amount of bonds proposed by an
application to be issued, (2) by the acceptance of funds and other
aid from the public agency and from other governmental sources
authorized to provide such funds or aid, (3) by the acceptance of
contributions from business, trade, labor, community, and other
associations, and (4) by other authorized means.

91528. An authority shall not have the power to operate any
facility as a business, except in the event of a default on any
bonds, through a trustee, for the minimum reasonable time needed to
sell or otherwise dispose of the facility in accordance with the
resolution or indenture.

91529. Companies may apply for financing pursuant to this article
by filing with an authority an application therefor which includes
all of the following:
(a) Such financial, legal, and other information as is required by
an authority.
(b) An estimate of the amount of bonds proposed to be issued, of
the sources of amounts otherwise required for the project, and an
itemization of the estimated cost and any other expenses which
aggregate not less than the estimated amount of bonds.
(c) Sufficient other information as is necessary to the
determinations required to be made by subdivision (c) of Section
91530.
An application may be amended, supplemented or clarified from time
to time, with such information as is required for the making of the
determinations desired at the time in accordance with commission
procedures.

91530. (a) Applications for projects or companies not in accordance
with the reasonable priorities and criteria that an authority may
establish need not be accepted and further processed by an authority.
(b) Acceptance of any application in no way obligates an authority
to adopt a resolution of intention or undertake the project
proposed.
(c) Upon acceptance of any application and request of a company,
the board shall determine whether it is likely that the undertaking
of the project by the authority will be a substantial factor in the
accrual of one or more of the public benefits from the use of the
facilities, including equipment, as proposed in the application,
whether the activities or uses are in accord with Section 91503, and
whether the project is otherwise in accord with the purposes and
requirements of this title.
(d) Upon affirmative determinations under subdivision (c), the
board may express the present intention of the authority to issue
bonds in connection with the project and shall evidence the same by
the adoption of a resolution of intention to undertake the project.
The resolution of intention shall briefly describe the facilities,
state the estimated principal amount of the bond issue (which
estimate shall not limit the amount of bonds which may be issued),
indicate whether it is expected that the bonds will be tax-exempt or
taxable, and identify the company that is the applicant, and may
include other provisions as the board shall prescribe.
(e) A notice of the filing of an application, naming the company
that is the applicant, briefly describing the facilities, stating the
estimated principal amount of the bond issue and referring to the
application for further particulars, shall be published by the
secretary of the authority pursuant to Section 6061, and in the event
the facilities are proposed to be located in a city and the project
is proposed to be undertaken by an authority the jurisdiction of
which is countywide, a copy of the notice shall be mailed by the
secretary of the authority to the governing body of the city. Any
amendment, supplement, or clarification of an application that
changes the company that is the applicant, the description of the
facilities, or the estimated principal amount of the bond issue, as
previously noticed, shall be noticed in the same manner.
(f) A copy of the application shall be filed with the public
agency. The authority shall not issue bonds with respect to any
project unless the public agency shall approve, conditionally or
unconditionally, the project, including the issuance of bonds
therefor. Action to approve or disapprove a project shall be taken
within 45 days of the filing with the public agency. Certification of
approval or disapproval shall be made by the clerk of the public
agency to the authority. If the governing body has declared itself to
be the board pursuant to Section 91523, the approvals and other
actions required of the authority or the public agency by this
section may be taken and performed on a joint and consolidated basis,
as may be deemed practicable in the discretion of the public agency.
(g) A resolution of intention may be revoked, amended,
supplemented or clarified by the board, at any time prior to entry
into the project agreements. The project agreements, indenture, bonds
and other proceedings shall be consistent with the resolution of
intention, and shall supersede it except to the extent otherwise
expressed.

91531. (a) At any time following adoption of the resolution of
intention, the board shall request that the commission make the
determinations authorized by this section and shall provide for
transmission to the commission of the fee required by the commission
and such information as may be required by the commission.
(b) The commission shall review the submission and shall, by
express findings on the basis of the submission, determine compliance
with the following criteria:
(1) Public benefits, determined in accordance with the policy
stated in Section 91502.1, from the use of the facilities, including
equipment, likely will substantially exceed any public detriment from
issuance of bonds in the estimated principal amount proposed in the
application.
(2) Neither the completion of the project nor the operation of the
facilities will have the proximate effect of relocation of any
substantial operations of the company from one area of the state to
another or in the abandonment of any substantial operations of the
company within other areas of the state, or, if the completion or
operation will have either of the effects, then the completion or
operation is reasonably necessary to prevent the relocation of any
substantial operations of the company from an area within the state
to an area outside the state.
(3) The proposed issuance of bonds qualifies for issuance under
the provisions of Article 5 (commencing with Section 91570).
(c) For those projects qualified under Section 1401 of the
American Recovery and Reinvestment Act of 2009 (Public Law 111-5), or
any amendments thereto, the commission shall review the submission
and shall, by express findings on the basis of the submission,
determine compliance with criteria contained in that act.
(d) Written notification of the determinations of the commission
shall be given to the authority.
(e) Upon failure of the commission to make determinations as to
compliance with the criteria within 60 days of the receipt of the
submission, unless the time is extended by written consent of the
authority, the commission shall lose jurisdiction to make the
determinations, and the authority shall determine compliance with the
criteria.
(f) A proposed issuance of refunding bonds shall be evaluated
solely under the requirement of paragraph (3) of subdivision (b),
upon request of the board following the determination provided for in
subdivision (j) of Section 91527.
(g) Determinations of the commission or of an authority as
provided in subdivision (j) of Section 91527, Section 91530, and this
section shall be final and conclusive.
(h) The authority shall not deliver bonds for the project until
this section has been complied with.
(i) It is the intention of the Legislature that submissions be
reviewed by the commission individually and not comparatively and
that determinations be made generally in the order of receipt of the
submissions. To the extent consistent with accomplishment of the
public purposes as provided in Section 91502, priority consideration
shall be given submissions on behalf of small and medium-size
companies. To the extent that the public benefits finding under
paragraph (1) of subdivision (b) of this section is based on
employment benefits under paragraph (1) of subdivision (b) of Section
91502.1, the following considerations, as alternatives to each
other, may in accordance with the submission, additionally be
considered in making such finding:
(1) The willingness of the company to provide for the screening
for employment of (i) individuals affected by industrial relocations
or abandonments, (ii) new entrants or reentrants to the workforce,
(iii) unemployed or partially unemployed individuals who are
registered for work at a public employment office or other approved
place pursuant to Section 1253 of the Unemployment Insurance Code, or
(iv) individuals participating in job training or placement programs
directly calculated to increase employability or improve the
employment of these individuals.
(2) The location of the facilities in or conveniently accessible
to a portion of the workforce residing within an economically
distressed area of the state or an area of the state affected by
industrial depression or decline.
An adverse finding shall not be made merely because each of such
alternative considerations is inapplicable if the facilities are
located in or are conveniently accessible to a portion of the
workforce residing within a pocket of economic distress or an area of
the state largely rural in character.

91532. (a) The commission may provide, by regulation, that at the
option of an authority, the commission will make determinations
pursuant to subdivision (b) of Section 91531 under any of the three
criteria, separately, without at the same time making determinations
under the remaining criteria.
(b) In the event an authority elects to request determinations
under less than all of the three criteria, the 60-day period of
subdivision (d) of Section 91531 is applicable only to determinations
under the designated criteria and the commission retains
jurisdiction to make determinations under the remaining criteria,
upon request, and prior to the expiration of a 60-day period
applicable to each separate determination requested.
(c) The commission may provide that at the option of an authority,
the commission will make a determination with regard to the
qualification of bonds for issuance under the provisions of Article 5
(commencing with Section 91570), upon the basis of statements and
descriptions. In such event bonds shall not be delivered in return
for the purchase price until the submission is supplemented with
proposed forms of project agreements, indentures and other
proceedings not differing substantially from the statements and
descriptions.
(d) An authority acting pursuant to subdivision (d) of Section
91531 may follow the same procedures as are followed by the
commission pursuant to this section.

91533. Authorities shall undertake projects by entry into project
agreements in substance not inconsistent with the following:
(a) The company shall comply with (or cause to be complied with)
all legal requirements relating to the project and the operation,
repair, and maintenance of the facilities, including (1) obtaining
any rezonings or variances, building, development, and other permits
and approvals, and licenses and other entitlements for use, without
regard to any exemption for public projects and (2) securing the
issuance of any certificates of need, convenience, and necessity or
other certificates or franchises; and shall provide satisfactory
evidence of compliance.
(b) The company shall comply with all conditions imposed by the
public agency in its approval of the project pursuant to subdivision
(f) of Section 91530.
(c) The company shall provide, or cause to be provided by others,
all amounts required for the project and all property relating to the
project that are not to be provided as or by expenditure of bond
proceeds, and in the case of any amounts and property that 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 those amounts and property will be
provided when required.
(d) Expenditure of bond proceeds shall be supervised to assure
proper application to the project.
(e) The company shall at its own expense insure, repair, and
maintain the facilities, pay taxes with respect to its interests in
the property relating to the project as Part 1 (commencing with
Section 101) of Division 1 of the Revenue and Taxation Code requires,
and pay assessments and other public charges secured by liens, upon
those interests as constitute the tax base for property taxation on
the same basis as other property, or shall cause the same to be
provided by others to the satisfaction of the authority.
(f) The amounts payable pursuant to the project agreements to or
for the benefit of an authority shall in the aggregate not be less
than amounts sufficient (1) to pay any bonds that shall be issued by
the authority to pay the cost of the project, (2) to maintain any
required reserves, (3) to make payments as may be required into any
sinking fund or other similar fund, and (4) to pay those
administration expenses that relate to the administration of the
project agreements, the indenture, and the bonds.
(g) The term shall extend at least until the date on which all
those bonds and all other obligations incurred by an authority in
connection with a project shall have been paid in full or adequate
funds for that payment shall have been otherwise provided.
(h) The additional provisions as in the determination of the board
are necessary or appropriate to effectuate the purposes of this
article, including provisions for the following:
(1) For payments pursuant to the project agreements that include
amounts for administration expenses in addition to the amounts that
the agreement is required to obligate the company or others to pay.
(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 whether or not the company is in possession or is
entitled to be in possession of the facilities or for payment in the
event of sale or other transfer of ownership of or the encumbering of
the facilities.
(4) Relating to the carrying out and completion of the project,
including the allocation of responsibility between the authority and
the company regarding the payment of administrative expenses and
costs of issuance, the acquisition of property, the making of other
purchases, the contracting for construction of the facilities, with
or without competitive bidding, and the payment therefor and the
designation of particular deposits or investments otherwise
authorized for the deposit, investment, and reinvestment of revenues.
(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 law.
(6) Relating to the use, maintenance, repair, insurance, and
replacement of property relating to the project, such as the
authority and the company deem necessary for the protection of
themselves or others, including, but not limited to, liability
insurance, and indemnification in the event of default.
(7) Defining events of default and providing remedies therefor,
which may include an acceleration of future payments thereunder.
(i) The company shall provide for the payment of relocation
assistance as provided by Chapter 16 (commencing with Section 7260)
of Division 7 of Title 1, and shall reimburse the authority or the
public agency, as the case may be, for relocation assistance
services, and notwithstanding any other provision of this title, the
authority shall determine that those services are provided and that
relocation assistance payments are made.
(j) Notwithstanding any other provision of this title, projects
undertaken and carried out pursuant to this title shall be consistent
with the requirements of the general plan as contained in Article 5
(commencing with Section 65300) of Chapter 3 of Division 1 of Title 7
at the time of entry into the project agreement, or in the event
inconsistent at that time, then at the time of delivery of any bonds.
(k) The company may, pursuant to project agreements, provide or
cause to be provided other security, such as, but not limited to, an
agreement of guaranty, either of itself or another person, or other
consideration directly to the bondholders, their agent or the trustee
under an indenture, and neither the company nor any such other
person shall be precluded by the project agreements from having other
contractual relationships with those bondholders or that agent or
trustee.
(l) Authorities shall require, whether or not authorities,
companies, or others are the contract-awarding bodies, that on any
construction, improvement, reconstruction, or rehabilitation financed
in whole or in part by means of bonds issued pursuant to this title,
the resolution of intention for which is adopted on or after January
1, 1983, all workers employed in that work, exclusive of maintenance
work, shall be paid not less than the general prevailing rate of per
diem wages for work of a similar character in the locality in which
the work is performed, and not less than the general prevailing rate
of per diem wages for holiday and overtime work. Those rates shall be
determined by the Director of Industrial Relations in accordance
with the standards set forth in Section 1773 of the Labor Code. The
director's determination shall be final, and Sections 1773.1, 1773.5,
1774, and 1776 (excepting subdivision (f) of Section 1776) of the
Labor Code shall apply.

91534. No company shall, by reason of any project agreement, be
deemed the agent of an authority in the carrying out of such
agreement unless (and in such case only to the extent) such agreement
specifically provides otherwise.

91535. (a) All bonds issued by an authority in connection with a
project shall be special obligations, only, of the authority, payable
solely out of the revenues or out of the other sources specified in
the proceedings.
(b) The bonds prescribed by subdivision (a) may:
(1) Be executed and delivered by the authority at any time and
from time to time;
(2) Be in such type and denominations and of such terms and
maturities;
(3) Be in registered or bearer form either as to principal or
interest or both and carry such conversion and reconversion
privileges;
(4) Be payable as term bonds or in such installments and at such
time or times not exceeding 40 years from the date thereof;
(5) Be payable in such mediums and at such place or places within
or without the state;
(6) Be sold below par or face value thereof, but the sale price of
tax-exempt bonds shall not be less than 95 percent of the par or
face value of the bond;
(7) Be exchangeable for, or issuable in lieu of, such bonds;
(8) Be issuable in temporary form pending preparation of and
exchange for definitive bonds; and
(9) Be executed by such officers, be authenticated, and contain
such provisions not inconsistent with this article; all as shall be
provided in the proceedings.
(c) If deemed advisable by the board, there may be retained in or
granted by the proceedings an option to redeem or to cause to be
redeemed prior to maturity all or any part of any bonds as may be
specified in the proceedings, at the price or prices and after any
notice or notices and on any terms and conditions which may be set
forth in the proceedings and as may be briefly recited in the bond.
Nothing in this title shall be construed to confer on an authority or
any bondholder or trustee any right or option to redeem or cause the
redemption of any bonds, except as may be provided in the
proceedings under which they shall have been issued.
(d) Issuance by an authority 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
any agreements with bondholders which may then exist.
(e) Any bonds of an authority at any time outstanding may at any
time, and from time to time, be refunded, including the payment of
any redemption premium and accrued interest to the date of
redemption, by an authority by the issuance of its refunding bonds in
any amount which the board 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 proceeds to
the payment, purchase or redemption of the bonds to be refunded
thereby or to the deposit or investment in securities or obligations
yielding amounts sufficient to pay or redeem the bonds to be refunded
thereby, or by the exchange of the refunding bonds for the bonds to
be refunded thereby or bonds and claims with the consent of the
holders of the bonds so to be refunded and with such cash or property
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.
(f) Each bond shall be deemed to be an investment security under
the Uniform Commerical Code 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 authority in exercise of the powers granted
by this article, provided that the board so determines in the
proceedings and the determination is recited in the bond.

91536. In the discretion of an authority, any bonds issued under
the provisions of this title may be secured by an indenture. Such
indenture may vest in bondholders the right to remove and appoint a
new trustee or agent. The trustee or agent may at any time own all or
any part of the bonds, unless otherwise provided in the indenture.
Such indenture may vest in such trustee, bondholder, or agent, as
provided therein, property, rights, powers and duties, and may
pledge, encumber, or assign the revenues, the project agreements and
any other rights as security for the bonds and for the benefit of the
bondholders, subject to such agreements with bondholders as may then
exist. Such indenture may contain covenants of the authority as to
the acquisition of property, the disposition of any property, or part
thereof, the subjecting of additional property thereto or to the
lien thereof, the issuance of additional bonds, the custody, deposit,
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 indenture
may define events of default thereunder, which may include events of
default of a company under the project agreements, may specify the
action to be taken by the trustee, bondholder, or agent upon an event
of default, may set forth the rights and remedies of the bondholders
and of the trustee or agent, and may, in the case of a trustee,
restrict the individual right of action by bondholders. In addition,
any such indenture may contain such other provisions as the board may
deem reasonable and proper and which relate in any way to the
security or protection of bondholders. All expenses incurred in
carrying out the provisions of such indenture shall be treated as an
administration expense. Any lien or other interest established by any
indenture shall be valid and binding from the date thereof, and any
revenues or amounts to cover administration expenses thereafter
received by, or on behalf of, an authority or trustee or agent
thereunder shall immediately be subject to the lien thereof or other
interest established thereby without any further act, which lien or
other interest 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 authority. If so provided in the
indenture, all or designated revenues shall further be deemed to be
trust funds and shall be held and applied solely as provided in such
indenture, and no bondholder shall, as such, be in any manner
obligated to see to the proper application thereof.

91537. The issuance of bonds shall be authorized by resolution of
the board adopted at any time following the determinations provided
for in subdivision (j) of Section 91527 or Section 91530. The
resolution may, as the board deems advisable and in accordance with
the provisions of this article, provide for, or authorize the
execution of a loan agreement, the repayment obligation of which is
evidenced by the bonds, providing for, or authorize the execution of
an indenture providing for:
(a) The fixing and collection of revenues;
(b) The creation and maintenance of special funds, including
reserve and sinking funds;
(c) Limitations on expenditures of bond proceeds;
(d) The procedure, if any, by which any contract represented by
bonds may be amended or abrogated;
(e) 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 authority may be enforced, as
appropriate, by mandamus, by the appointment of a receiver, by
foreclosure or sale, by injunction, by specific performance, by
equitable relief, or by any one or more of such remedies or any other
remedy; and
(f) Any additional matters authorized to be included in an
indenture or which relate to the security, protection, or return of
bondholders.

91537.5. The bonds may bear interest on the amount or amounts,
payable at the time or times, evidenced in the manner and at the
fixed or variable rate or rates as shall be established by or
pursuant to a method approved by the board, but the maximum rate of
interest to be paid on any tax-exempt bonds shall not exceed 12
percent per annum or such higher rate as is at the time of accrual of
interest then stated in Section 53531 or other applicable law. In
the case of taxable bonds, or tax-exempt bonds the interest on which
becomes includable in federal gross income after original issuance,
the maximum rate of interest to be paid on the bonds shall not exceed
16 percent per annum. Project agreements may bear up to the same
rate of interest as the underlying bonds.

91538. Bonds may be sold at the prices that the board directs, at
public or private sale, subject to subdivision (b) of Section 91535.

91539. Notwithstanding any other provision of law:
(a) Authorities and their revenues, amounts for administration or
costs of issuance expenses, and any other income shall be exempt from
all taxes on, or measured by, income.
(b) Bonds issued by authorities shall be exempt from all property
taxation and the interest on such bonds shall be exempt from all
taxes on income.
(c) All property owned by authorities shall be exempt from
property taxes, assessments, and other public charges secured by
liens.
(d) All interests of companies in the property of projects shall,
for purposes of property taxation, be subject to the provisions of
Division 1 (commencing with Section 101) of the Revenue and Taxation
Code, and such interests as constitute the tax base for property
taxation shall be subject to such assessments and charges on the same
basis as other property.
(e) "Sale" and "purchase," for the purposes of Part 1 (commencing
with Section 6001) of Division 2 of the Revenue and Taxation Code, do
not include any lease or transfer of title of tangible or intangible
personal property constituting any project or facility to an
authority by a company, nor any lease or transfer of title of
tangible or intangible personal property constituting any project or
facility by such authority to any company, when the transfer or lease
is made pursuant to this title.

91540. (a) All property, revenues, and funds, owned or possessed by
an authority for the purposes of this title, shall be exempt from
levy and sale by virtue of execution or other judicial process.
Execution or other judicial process shall not issue against such
property, revenues, or funds nor shall any judgment against an
authority be a charge or lien upon such property, revenues, or funds.
(b) This section does not apply to or limit the right of obligees
to enforce, as appropriate, any indenture or the right of obligees to
pursue any remedies for the enforcement of any assignment by an
authority of or any pledge or lien given by an authority on revenues,
project agreements, administration expenses or any other assets.
(c) This section does not apply to interests of companies.

91541. (a) None of the bonds of an authority or any other
obligations of an authority shall be deemed to constitute a debt or
liability of the state or any public agency, or a pledge of the faith
and credit of the state or any public agency, but shall be payable
solely from the funds provided therefor in the proceedings.
(b) The issuance of bonds shall not directly or indirectly or
contingently obligate the state or any public agency 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 State of
California or the (insert name of public agency) is pledged to the
payment of the principal of, premium, if any, or interest on any
bond, nor is the state or such (insert "city," "county," or "city and
county" as appropriate) in any manner obligated to make any
appropriation for payment."
(d) Neither the members of governing bodies or of boards nor any
persons executing the bonds shall in any event be subject to any
personal liability or accountability by reason of the issuance of
those bonds.
(e) The bonds shall be only a special obligation of an authority
as provided by subdivision (a) of Section 91535, and an authority
shall under no circumstances be obligated to pay bonds or project
costs (other than administration expenses), except from revenues and
other funds received under the project agreements for those purposes,
nor to pay administration and costs of issuance expenses except from
funds received under project agreements for those purposes or from
funds that are made available as otherwise authorized by the
proceeding or by law. All bonds shall contain on the face thereof a
statement of their special obligation nature.

91542. At such time as all obligations under the project agreements
respecting any particular project have been satisfied or otherwise
discharged or adequately provided for and all the bonds issued to
finance such project have been repaid or payment thereof has been
adequately provided for, and all other obligations of the authority
of any nature whatsoever with respect to such project have been
satisfied or otherwise discharged or adequately provided for, the
authority is authorized to execute such deeds and conveyances as may
be necessary to convey the funds and property provided by the project
agreements to be conveyed to the company and shall deliver and pay
over to the public agency any remaining funds and properties of the
authority which were derived from or are attributable to such
project.

91543. All general or special laws or parts thereof inconsistent
with this title shall be inapplicable to the exercise of any of the
powers conferred under the provisions of this title. Without limiting
the generality of the foregoing, the provisions of Divisions 3
(commencing with Section 11000), 4 (commencing with Section 16100),
and 5 (commencing with Section 18000) of Title 2 of this code,
relating to the executive department of the state, and of Division 13
(commencing with Section 21000) of the Public Resources Code, shall
not be applicable to authorities.

91544. (a) Whenever the governing body, by ordinance, shall declare
that there is no longer a need for an authority to, and that the
authority shall not further, function, thereafter the authority shall
transact no further business and exercise no further powers, the
offices shall be deemed vacated, and all funds and properties shall
vest in the public agency. Any net earnings of an authority shall,
pursuant to this section or Section 91542, inure solely to the
benefit of the public agency and not to the benefit of any company or
other private person. The ordinance shall be subject to referendum
in the manner prescribed by law for ordinances of the public agency.
The adoption of such an ordinance shall not preclude the subsequent
adoption of an ordinance pursuant to Section 91520.
(b) The state may, by appropriate legislation at any time and at
its sole discretion, alter or change, consistent with the other
provisions of this title, the structure, organization, programs, or
activities of authorities, including cause their dissolution. Any
funds or properties, or net earnings, of an authority shall, upon
dissolution, be disposed of as provided in subdivision (a).

91545. Any action pursuant to Section 91544 shall have no effect
on, and shall not be deemed to impair, any contracts previously
entered into by an authority, including any bonds theretofore issued
or other obligations theretofore incurred (relating to the subsequent
issuance of bonds or otherwise), and, in the event that at the time
of the taking of such action any such contracts remain unsatisfied or
otherwise undischarged, the governing body shall, in such ordinance,
or by other appropriate means in the event of state action and a
failure of the state to provide otherwise, make provision for their
satisfaction or discharge, and to that end, the public agency may
undertake any performance or observance the authority is authorized
to perform or observe relating to their satisfaction or discharge.

91546. This title, being necessary for the welfare of the state and
its inhabitants, shall be liberally construed to effect its
purposes.

91547. The State of California does hereby pledge to and agree with
the holders of any bonds issued, and with those companies which may
enter into project agreements with authorities, pursuant to the
provisions of this article, that the state will not alter or change
the structure, organization, programs, or activities hereby vested in
public agencies or authorities until such bonds are fully met or
discharged and such project agreements are fully performed or
discharged, on the part of authorities or public agencies, as the
case may be; provided, however, that nothing herein contained shall
preclude such alteration or change, if, and when, adequate provision
shall have been made by law for the protection from impairment of the
contracts represented by such bonds and project agreements, and such
right to so alter or change is hereby reserved. Authorities are
authorized to include this pledge and undertaking of the state in
such bonds and project agreements.

91548. 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
for or in any way connected with the establishment of the authority
and its authorization to transact business and exercise its powers,
and also including the legality of all proceedings, as proposed to be
taken in the proceedings, project agreements, and indentures
theretofore undertaken, for the authorization, issuance, sale, and
delivery of bonds and the payment thereof and interest thereon, and
all such matters respecting which an action may be brought pursuant
to such chapter shall be subject to the provisions thereof regarding
validity and incontestability.

91549. (a) Except as may be authorized by other state legislation,
this title provides the exclusive authority of public agencies for
the undertaking, carrying out, and completion of projects authorized
by this title.
(b) Except as limited by subdivision (a), the authorizations of
this title shall be regarded as supplemental and additional to powers
conferred by other laws. However, all projects authorized by this
title which are undertaken, carried out, or completed by
redevelopment agencies shall be subject to the terms and limitations
of this title, notwithstanding the authorities and provisions created
by and under other laws.
(c) In the exercise of any of the powers conferred, including
powers relating to the offer, issuance, and sale of bonds, under this
title, authorities need not comply with any law applicable to the
exercise of similar powers except as referred to in this article.
(d) A charter city which is otherwise authorized to undertake,
carry out and complete projects hereunder authorized need not comply
with this title as to warehousing activities.