SB 769: The Golden State Infrastructure Corporation Act.

16000.

This part shall be known, and may be cited, as the Golden State Infrastructure Corporation Act.

16001.

The Legislature finds and declares all of the following:

(a) The health, safety, welfare, and economic well-being of the people of California are dependent upon a system of well-functioning infrastructure.

(b) Improvements and additions to the existing infrastructure landscape are vital to supporting the growth of the California economy. Businesses and governments depend on a well-conceived and functioning system of public improvements.

(c) The current pace of infrastructure development and construction in California is not sufficient to meet the needs of California’s population and economy.

(d) To ensure and enhance the economic well-being of Californians, and their businesses and governments, it is a public policy necessity to support the expansion and enhancement of infrastructure.

(e) The shortfall in the pace of infrastructure improvement and development in California is due to a variety of factors, chief among them the lack of access to capital to fund the development, design, construction, and operation of infrastructure projects.

(f) California needs to create an entity structured with broad authority to provide financing, and to participate in the financial markets, to fund the development and improvement projects of key infrastructure projects.

(g) The mechanisms for financing infrastructure development and improvement provided for in this part are in the public interest, serve a public purpose, and will promote the health, welfare, and safety of the citizens of California.

(h) The public policies and responsibilities of California, including all of the above purposes and functions, cannot be fully obtained without the creation of the Golden State Infrastructure Corporation.

16002.

For purposes of this part, the following words and terms have the following meanings unless the context clearly indicates or requires another or different meaning or intent:

(a) “Act” means the Golden State Infrastructure Corporation Act.

(b) “Board” means the board of directors of the corporation.

(c) “Bonds” means any of the following:

(1) Bonds, including structured, senior, and subordinated bonds or other securities.

(2) Loans.

(3) Notes, including bond, revenue, tax, or grant anticipation notes.

(4) Commercial paper.

(5) Floating rate and variable maturity securities.

(6) Any other evidences of indebtedness or ownership, including certificates of participation or beneficial interest, asset-backed certificates, or lease-purchase or installment purchase agreements.

(d) “Corporation” means the Golden State Infrastructure Corporation.

(e) “Cost,” as applied to an infrastructure project, means all or any part of the expense of any of the following:

(1) The design, development, entitlement, construction, renovation, and acquisition of all lands, structures, and interests in real or personal property.

(2) Demolishing or removing any natural or artificial impediments, improvements, buildings, or structures on land acquired, and includes acquiring any lands to which any buildings, or structures may be moved or constructed.

(3) All materials, machinery, equipment, and financing charges.

(4) Interest prior to, during, and for a period after completion of construction, renovation, improvement, addition, deletion, or acquisition, as determined by the corporation.

(5) Provisions for working capital in an amount not to exceed 5 percent of the aggregate amount of money expended designing and constructing the infrastructure project in question.

(6) Reserves for principal and interest and for extensions, enlargements, additions, replacements, renovations, and improvements.

(7) Architectural, engineering, financial, and legal services, plans, specifications, estimates, administrative expenses, and other items necessary or incidental to determining the feasibility of an infrastructure project or incidental to the construction, acquisition, or financing of an infrastructure project.

(f) “Executive director” means the executive director of the corporation appointed pursuant to Section 16020. In the absence of the executive director, the term “executive director” as used herein shall mean the person designated as “acting executive director” pursuant to Section 16020.

(g) “Financing” in connection with an infrastructure project, includes, but is not limited to, one or any combination of making loans secured by real or personal property, making unsecured loans, purchasing ownership positions in an infrastructure company, purchasing securities, whether issued or traded on in public or private markets, purchasing notes or loan participation interests, purchasing bonds, leasing real or personal property, purchasing or selling real or personal property to be repaid in a lump sum, installments, or a combination of both, acquiring royalties or revenue streams, issuing insurance, guarantees, or other credit enhancements or liquidity facilities, or any other type of mechanism whereby the corporation provides capital, or commits to provide capital to an infrastructure company or governmental entity in connection with an infrastructure project in return for a promise of repayment, revenue, or appreciation in an interest in an infrastructure company.

(h) “Governmental entity” means either one or a combination of the following:

(1) The state, or any division, department, agency, commission, board, or nonprofit corporation of the state.

(2) A local government, including a city, county, nonprofit corporation formed by or on behalf of a city or county, special district, assessment district, school district, or joint powers authority within the state.

(i) (1) “Infrastructure” means any of the following:

(A) Real or tangible personal property located in the state, whether temporary or permanent, intended to support human activities, including, without any limitation, buildings, whether for habitation or other purposes.

(B) Facilities for the movement, conveyance, transmission, or distribution of people, goods, materials, equipment, energy resources, or communication signals.

(C) Facilities for the impoundment, transmission, or distribution of fluids.

(D) Facilities for the creation, restoration, or enhancement of geologic, atmospheric, or hydraulic features or plants or animals.

(E) Facilities or improvements intended to remove or remediate pollution, or to treat or improve air, water, land, plant, or animal resources.

(F) Facilities or improvements intended to treat, store, dispose of, recycle, or reuse discarded or previously used items.

(G) Structures and associated improvements for education, learning, childcare, or the collection or dissemination of information and knowledge.

(H) Facilities for the operation of governmental or military functions.

(2) For real property located partially within and partially outside the state, only the portion located within the state qualifies as infrastructure.

(3) For personal property that will be located at times within the state and at times outside of the state, the personal property will be considered infrastructure for purposes of this part, but the maximum financing amount related to the acquisition, assembly, construction, operation, maintenance, or use of the personal property will be based on the relative proportion of time the personal property is obligated to be within the state, as provided for in a contract with the corporation.

(j) “Infrastructure company” means any corporation, partnership, limited liability company, trust or trustee, or joint venture, or any group or combination, whether formed for profit or not for profit, the organizational purpose of which includes the development, construction, ownership, or operation of one or more items of infrastructure.

(k) “Infrastructure corporation fund” means the Golden State Infrastructure Corporation Fund.

(l) “Infrastructure project” means designing, acquiring, planning, permitting, entitling, constructing, improving, extending, restoring, financing, and generally developing infrastructure.

(m) “Operational policies” means any and all policies and procedures necessary, desirable, or convenient for the operation, governance, and administration of the corporation, and include, but are not limited to, policies and procedures for underwriting and financing infrastructure projects, debt management, investment of idle cash, and preparation of financial statements and the audit thereof.

(n) “Priority governmental entity” means any governmental entity with boundaries located wholly within a geographic area that satisfies at least one of the following:

(1) Has a population with a median household income at or below 80 percent of the statewide median household income.

(2) Has a population with a median household income at or below the threshold designated as low income by the California Department of Housing and Community Development’s most current listing of state income limits.

16010.

(a) There is within the State Treasurer’s Office the corporation, which shall be responsible for administering the provisions of this part.

(b) The corporation is hereby established as a not-for-profit corporation for the purpose of financing infrastructure projects. The principal office of the corporation shall be in the County of Sacramento. Articles of incorporation of the corporation shall be prepared and, upon approval by the board, filed with the Secretary of State by the executive director. The articles of incorporation may be amended, in whole or in part, upon approval by the board. The corporation shall be treated as a separate legal entity with its separate corporate purpose as described in this part, and the assets, liabilities, and funds of the corporation shall be neither consolidated nor commingled with those of the state.

(c) The corporation shall be governed and its corporate power exercised by a board of directors that shall consist of the following persons:

(1) The Treasurer or their designee, who shall serve as the chair of the board.

(2) The Controller or their designee.

(3) The Director of the Governor’s Office of Business and Economic Development or their designee.

(4) An appointee of the Governor who shall have at least 10 years of experience in the financing of improvements to real property.

(5) An appointee of the Governor who shall have at least 10 years of experience designing, developing, or constructing improvements to real property.

(d) A designated director shall serve at the pleasure of the designator.

(e) Three of the members of the board shall constitute a quorum and the affirmative vote of three board members shall be necessary for any action to be taken by the board.

(f) A member of the board shall not participate in any corporation action or attempt to influence any decision or recommendation by any employee of, or consultant or attorney to, the corporation that involves an infrastructure company, or a participant in any infrastructure project, of which they are a representative or in which the member or a member of their immediate family has a personal financial interest within the meaning of Section 87100. For purposes of this section, “immediate family” means the spouse, children, and parents of the member.

(g) Except as provided in this subdivision, the members of the board shall serve without compensation, but shall be reimbursed for actual and necessary expenses incurred in the performance of their duties to the extent that reimbursement for these expenses is not otherwise provided or payable by another public agency, and shall receive one hundred dollars ($100) for each full day of attending meetings of the corporation.

(h) Directors of the corporation shall not be subject to personal liability for carrying out the powers and duties conferred by this part.

(i) The officers of the corporation shall be subject to the Political Reform Act of 1974 (Title 9 (commencing with Section 81000)) and all other applicable provisions of law.

(j) The corporation may purchase insurance for itself, its board members, and the executive director, to cover liability or losses occurring by reason of the act or omission of the corporation, its employees, the executive director, or any board member.

16020.

(a) The business and affairs of the corporation shall be managed by an executive director who shall be appointed by, and serve at the pleasure of, the Treasurer. If the executive director is absent temporarily, the Treasurer or the chair of the board may appoint an employee of the corporation as the acting executive director. In the event of the permanent absence of an executive director, the chair of the board may appoint an acting executive director or may appoint a permanent executive director.

(b) The executive director is hereby vested with the power to perform those duties generally necessary, desirable, or convenient to carry out the day-to-day operations of the corporation and to carry out resolutions of the board. Subject to the foregoing and to any conditions that the board may from time to time prescribe, and to the extent not conflicting with any other provision of this part, the executive director may exercise any power, function, or duty conferred by law on the corporation in connection with the administration, management, and conduct of the business and affairs of the corporation.

(c) The chair of the board may appoint a general counsel of the corporation, a chief financial officer of the corporation, and a chief operating officer of the corporation, which shall serve at the pleasure of the chair of the board.

16021.

The fiscal powers granted to the corporation by this part may be exercised without regard or reference to any other department, division, or agency of the state, except the Legislature. This part shall be deemed to provide an alternative method of doing the things authorized in this part, and shall be regarded as supplemental and additional to powers conferred by other laws.

16022.

The corporation shall have the power to do all of the following, which may be done upon the affirmative vote of a quorum of the board or may be delegated to the executive director upon the affirmative vote of a quorum of the board:

(a) Sue and be sued in its own name.

(b) Contract with private consultants, financial advisors, investment advisors, investment bankers, or fund managers to carry out the purposes of this part. Any contract under this subdivision shall be exempt from Chapter 2 (commencing with Section 10290) of Part 2 of Division 2 of the Public Contract Code.

(c) Contract with attorneys in connection with financing any infrastructure project. A contract under this subdivision shall be exempt from Chapter 2 (commencing with Section 10290) of Part 2 of Division 2 of the Public Contract Code and from Sections 11040 to 11045, inclusive, of this code.

(d) Contract for engineering, architectural, accounting, or other services of appropriate state agencies as may, in its judgment, be necessary in connection with carrying out the purposes of this part.

(e) Contract with consulting engineers, architects, accountants, and construction or environmental experts to carry out the purposes of this part. A contract under this subdivision shall be exempt from Chapter 2 (commencing with Section 10290) of Part 2 of Division 2 of the Public Contract Code.

(f) Receive and accept from any source, including, but not limited to, the federal government, the state, or any agency of the state, loans, contributions, or grants, in money, property, labor, or other things of value, in connection with carrying out the purposes of this part.

(g) Enter into a financing transaction, either directly or indirectly through lending institutions, financial institutions, investment funds, or other similar parties, with an infrastructure company or governmental entity for an infrastructure project.

(h) Make loans either directly or by making a loan to a lending institution, or acquiring a portion of a loan made by a lending institution, or by joining a syndicate of lenders, in connection with the partial or complete refinancing of an infrastructure project initially financed, or previously refinanced, in whole or part, by the corporation.

(i) Borrow money or issue bonds, on a taxable or tax-exempt basis, and use the proceeds, either directly or indirectly, to finance one or more infrastructure projects, or to otherwise carry out the purposes of this part.

(j) Pledge as collateral all or any portion of the corporation’s assets to carry out the purposes of this part.

(k) Make, receive, or serve as a conduit for the making of, or otherwise provide, guarantees, insurance, liquidity facilities, or other credit enhancements to an infrastructure company or governmental entity in connection with the financing by a third party of an infrastructure project.

(l) Set and charge fees for obtaining financing from the corporation to offset all or a portion of the corporation’s administrative costs and expenses incurred in the exercise of the powers and duties conferred by this part.

(m) Notwithstanding any other provision of this part, enter into any agreement, contract, or any other instrument with respect to any insurance or guarantee, accept payment in the manner and form as provided therein in the event of default by an infrastructure company or a governmental entity, and issue or assign any insurance or guarantee as security for any financing transaction entered into by the corporation.

(n) Enter into any agreement or contract, execute any instrument, and perform any act or thing necessary or convenient to, directly or indirectly, secure the repayment of any financing issued to a governmental entity with funds or moneys that are legally available and that are due or payable to the governmental entity by reason of any grant, allocation, apportionment or appropriation of the state or agencies of the state, to the extent that the Controller shall be the custodian at any time of these funds or moneys, or with funds or moneys that are or will be legally available to the governmental entity or the state or any agencies of the state by reason of any grant, allocation, apportionment, or appropriation of the federal government or agencies of the federal government. In the event of written notice that the governmental entity has not paid or is in default on its obligations to the corporation, direct the Controller to withhold payment of those funds or moneys from the governmental entity over which it is or will be custodian and to pay the same to the corporation or its assignee, or direct the state or any agencies of the state to which any grant, allocation, apportionment, or appropriation of the federal government or agencies of the federal government is or will be legally available to pay the same upon receipt by the corporation or its assignee, until the default has been cured and the amounts then due and unpaid have been paid to the corporation or its assignee, or until arrangements satisfactory to the corporation been made to cure the default.

(o) Enter into any agreement or contract, execute any instrument, and perform any act or thing necessary, convenient, or appropriate to carry out any power expressly given to the corporation by this part, including, but not limited to, agreements for the sale of all or any part of the corporation’s bonds or its interest in any financing transaction it participated in, liquidity agreements, interest rate swap agreements, forward payment conversion agreements, futures or contracts providing for payments based on levels of, or changes in, interest rates or currency exchange rates, or contracts to exchange cashflows or a series of payments, or contracts, including options, puts or calls to hedge payments, rate, spread, currency exchange, or similar exposure, or any other financial instrument commonly known as a structured financial product.

(p) Invest any moneys held in reserve for guarantees or other credit enhancements issued by the corporation, or in sinking funds, or any moneys not required for immediate use or disbursement, in investments permitted under Section 16430.

(q) Apply for and accept subventions, grants, loans, advances, and contributions from any source of money, property, labor, or other things of value. The sources may include bond proceeds, dedicated taxes, state appropriations, federal appropriations, federal grant and loan funds, public and private sector retirement system funds, and proceeds of loans from the Pooled Money Investment Account.

(r) Do all things necessary and convenient to carry out its purposes and exercise its powers.

16023.

Bonds issued by the corporation are legal investments for all trust funds, the funds of all insurance companies, banks, both commercial and savings, trust companies, executors, administrators, trustees, and other fiduciaries, for state school funds, pension funds, and for any funds that may be invested in county, school, or municipal bonds. These bonds are securities that may legally be deposited with, and received by, any state or municipal officer or agency or political subdivision of the state for any purpose for which the deposit of bonds or obligations of the state is now, or may hereafter be, authorized by law, including deposits to secure public funds.

16024.

The state shall not in any way be liable for any obligation of the corporation.

16025.

(a) The corporation shall not be required to pay any taxes whatsoever with respect to any real or personal property acquired by, or for, the corporation, or upon any income or revenue received by the corporation. This section does not exempt any taxable person from taxation, including, but not limited to, taxation upon a possessory interest, with respect to any infrastructure project, or the property or facilities contained in any infrastructure project that may otherwise be applicable to the person.

(b) The exemption established by subdivision (a) shall not apply to any of the following:

(1) A sales and use tax imposed under the Sales and Use Tax Law (Part 1 (commencing with Section 6001) of Division 2 of the Revenue and Taxation Code).

(2) A sales and use tax imposed under the Bradley-Burns Uniform Local Sales and Use Tax Law (Part 1.5 (commencing with Section 7200) of Division 2 of the Revenue and Taxation Code).

(3) A transactions and use tax imposed in accordance with the Transactions and Use Tax Law (Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code) or any other provision of law.

16026.

The state does hereby pledge to all parties entering into contracts with the corporation, any valid assignee of the parties, or who obtain the corporation’s bonds, that, pursuant to this part, the state will not limit or alter the rights hereby vested in the corporation and to fulfill the terms of any contract with the corporation or bond issued pursuant to this part, or in any way impair the rights or remedies of the parties until those contracts are fully performed or bonds issued by the corporation, together with interest, are fully discharged or provision for this discharge has been made. The corporation may include this pledge and undertaking for the state in its obligations or contracts.

16027.

The executive director shall cause to be created and continuously maintained an internet website for the corporation. The internet website shall include, at a minimum, a description of the past, present, and planned future activities of the corporation, the operational policies of the corporation, and agendas, meeting minutes, and resolutions for all meetings of the board that occurred within the previous 12 months.

16028.

Not later than January 1 immediately following the end of the first fiscal year in which the corporation provides financing for an infrastructure project, and before each January 1 thereafter, the corporation shall cause to be completed, and shall post on its internet website, an audited financial statement of the corporation for the immediately previous fiscal year. An audited financial statement shall be prepared in accordance with the standards developed by the Governmental Accounting Standards Board.

16029.

(a) Not later than January 1 of each year, the corporation shall submit to the Governor, the Legislature, and the Legislative Analyst’s Office a report for the preceding fiscal year ending on June 30 containing information on the infrastructure corporation fund and the corporation’s activities. The report to the Legislature shall be submitted pursuant to Section 9795. The report shall include all of the following:

(1) Audited financial statements of the corporation for the immediately previous fiscal year.

(2) A summary of the information for the infrastructure corporation fund, including, but not limited to, its present balance, moneys committed to financings, moneys disbursed for financings, a brief description of each financing, and all revenues received during the fiscal year segregated into primary categories, as determined by the executive director.

(3) Information on the impact of the activities funded by infrastructure corporation fund moneys, including, but not limited to, the number of jobs created and retained, the environmental impact that resulted, and economic value provided to the state.

(4) The amount of other public and private funds leveraged by the financing provided.

(5) A report of the corporation’s administrative costs for the preceding fiscal year.

(6) A projection of the corporation’s needs and requirements for the coming year.

(7) Recommendations for changes in state and federal law necessary to meet the objectives of this part.

(b) The executive director shall post the report on the corporation’s internet website.

16030.

(a) No later than five years after the effective date of this part, the board shall submit to the Governor, the Legislature, and the Legislative Analyst’s Office a report evaluating the equitable access of all public agencies to financing from the infrastructure corporation fund. The report to the Legislature shall be submitted pursuant to Section 9795. The corporation shall also post the report to its internet website.

(b) In evaluating equitable access, the report shall consider, but not be limited to, the following factors of the public agencies that have applied for and received financing under this part:

(1) Median household income.

(2) Per capita tax base.

(3) Bond ratings.

(4) Poverty rate.

(5) Unemployment rate relative to the state average.

(c) The report shall include findings and recommendations to ensure equitable access to the infrastructure corporation fund across public agencies and local agencies of varying economic conditions, including, but not limited to, recommendations for changes in state law and to the corporation’s assessment policies, procedures, and outreach practices.

16031.

The board shall approve operational policies prior to providing financing for any infrastructure project. Financing for any infrastructure project shall comply with all applicable operational policies. The board may waive any provision in the operational policies for the financing of any infrastructure project by a unanimous vote of the board members then present. Chapter 3.5 (commencing with Section 11340) of Part 1 of Division 3 of Title 2 shall not apply to the operational policies. The operational policies may be implemented upon an affirmative vote of a quorum of the board. However, any proposed operational policy or amendment to the policy shall be posted on the corporation’s internet website in a conspicuous location at least 30 calendar days before a board meeting at which the operational policy or amendment will be considered for approval. An operational policy presented to the board as set forth in this section may be amended or modified by a unanimous vote of the board members then present.

16032.

(a) The corporation shall be a state agency for purposes of the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1). All records in the possession of the corporation shall be subject to inspection and disclosure pursuant to the California Public Records Act, except to the extent that such records, or any portions thereof, are exempt from disclosure under the California Public Records Act or any other applicable law.

(b) Notwithstanding subdivision (a), the corporation shall not be required to disclose records, or any portion thereof, that are corporate financial records or critical infrastructure information furnished to the corporation by the infrastructure company and have not previously been made public.

(c) For purposes of this section, the following definitions apply:

(1) “Corporate financial records” means financial records and corporate proprietary information, including trade secrets, submitted by the infrastructure company to the corporation relating to financing sought by an infrastructure company from the corporation or financing provided by the corporation to an infrastructure company for an infrastructure project. “Corporate financial records” include due diligence materials or information related to customers and competitors, including summaries, reports, analyses, recommendations, projections, or estimates related thereto.

(2) “Critical infrastructure information” has the same meaning as in Section 650(4) of Title 6 of the United States Code.

16033.

The Bagley-Keene Open Meeting Act (Article 9 (commencing with Section 11120) of Chapter 1 of Part 1 of Division 3) shall not prevent the board from holding a closed session to review or discuss corporate financial records or critical infrastructure information, as defined in Section 16032, necessary for the board to consider in its determination whether to approve or modify financing in connection with an infrastructure project or to evaluate the performance of an infrastructure company with any financing provided to the infrastructure company for an infrastructure project. For purposes of consideration of voting in connection with equity interests in an infrastructure company that are held by the corporation, closed sessions may be held only with respect to the election of managers or directors of the infrastructure company, election of independent auditors, and other financial issues that could have a material effect on the net income of the corporation. For the purpose of the acquisition or disposition of interests in real or personal property that may be considered in a closed session pursuant to this paragraph, a state body shall also be exempt from identifying property prior to the closed session. Notwithstanding Article 9 (commencing with Section 11120) of Chapter 1 of Part 1 of Division 3, the following applies to a closed session held pursuant to this section:

(a) An agenda item for a closed session meeting of the board need only state that the board will hold a closed session pursuant to this section.

(b) Prior to commencing a closed session at which one or more items will be heard pursuant to this section, the chair of the board shall state that discussions will be had or action taken pursuant to this section in closed session.

(c) Upon completion of a closed session and the reopening of an open session, the board chair shall announce in general terms the type, amount, and identity of the recipient of any financing to an infrastructure company for an infrastructure project approved during the closed session. Closed sessions may not be held in connection with decisions whether to approve or modify a financing to a governmental entity for an infrastructure project or to discuss the performance of any financing provided to a governmental entity for an infrastructure project.

16034.

The validity of any financing made by the corporation to one or more governmental entities or infrastructure companies, or any combination thereof, for one or more infrastructure projects, or any bonds issued by the corporation, shall not be affected by any proceedings related to the entitlement, authorization, or implementation of the infrastructure project, or projects, funded in whole or part by the financing made by the corporation or any bonds issued by the corporation.

16035.

The state shall be the holder of a residual interest in the corporation. In the event of dissolution of the corporation, valid and legally binding monetary claims against the corporation incurred pursuant to this part shall be paid from the assets of the corporation. Payment may be made by cash, liquidating investments, transferring investments, liquidating financings made by the corporation, or transferring all or a part of the corporation’s interest in any financing made by the corporation. Payment made by transfer of investments or financings made by the corporation shall be credited against any claim in an amount equal to the fair market value of the investment or financing, as determined by the corporation in its reasonable discretion. Any remaining assets of the corporation shall be liquidated as expeditiously as possible and the proceeds shall be transferred to the General Fund.

16036.

The corporation shall be treated as a public agency for purposes of Chapter 9 (commencing with Section 860) of Title 10 of Part 2 of the Code of Civil Procedure, and the corporation may bring an action as in that chapter to determine the validity of any financing or the validity of any power or duty vested in the corporation as provided in this part, and any action or proceeding challenging the validity of any matter may be brought in accordance with, and within the time specified in, that chapter.

16040.

The corporation may extend financing to either an infrastructure company, a governmental entity, or a combination thereof, upon the affirmative vote of at least a quorum of the board. All potential financings shall be presented to the board by the executive director, or the executive director’s designee. A presentation may include materials or statements made by the governmental entity or infrastructure company and any consultant, attorney, or agent of the corporation, governmental entity, or infrastructure company. Financings to governmental entities for infrastructure projects shall be presented to the board at an open meeting session. Financings for infrastructure projects that do not involve governmental entities may be presented to the board at closed session pursuant to Section 16033 if the executive director determines in the executive director’s discretion that presenting the matter to the board in a closed session will be in the best interests of the corporation and the infrastructure company. If a quorum or more of the board disagrees with the executive director’s determination, the board may direct the executive director during closed session to put the matter on the agenda for an open session at the next meeting and take no further action on the item.

16041.

The board may not consider approving any financing to an infrastructure company or a governmental entity, or a combination of each, for an infrastructure project unless, in the determination of corporation staff, the infrastructure company or governmental entity, as applicable, is able at the time of the board meeting to enter into a legal, valid, and binding financing agreement.

16042.

If a financing is approved by the board, the corporation may extend financing to the infrastructure company, or the governmental entity, or both, as applicable, from any source of available funds as determined by the executive director, including, but not limited to, the proceeds of any revenue bonds issued by the corporation.

16043.

Financing shall not be made by the corporation under this chapter unless the board first determines by resolution that the financing meets the following criteria:

(a) The financing is for an infrastructure project in the state.

(b) Those seeking financing are capable of meeting obligations incurred under relevant contracts and instruments.

(c) Payments to be made under applicable financing documents are adequate to pay the current expenses of the corporation in connection with the financing.

(d) The proposed financing is appropriate for the specific infrastructure project.

16044.

(a) Any financing entered into pursuant to this article may contain provisions for payment of a penalty if any infrastructure company benefitting from the financing leaves this state prior to its performance of all contractual obligations it incurred in connection with the financing.

(b) Infrastructure projects that the board determines will produce long-term employment creation or retention shall receive first priority for financing.

16045.

(a) Projects financed by the corporation are public works for which prevailing wages must be paid for purposes of Chapter 1 (commencing with Section 1720) of Part 7 of Division 2 of the Labor Code.

(b) (1) As a condition of receiving financing for a project from the corporation, the project developer must obtain an enforceable commitment from any entity undertaking construction, demolition, alteration, installation, repair, or maintenance work that the entity, and its contractors and subcontractors at every tier, will use a skilled and trained workforce to perform all work within an apprenticeable occupation in the building and construction trades in accordance with Chapter 2.9 (commencing with Section 2600) of Part 1 of Division 2 of the Public Contract Code, provided, however, any reference therein to a “public entity” shall include both a governmental entity and an infrastructure company.

(2) Paragraph (1) shall not apply to a project covered by a project labor agreement that requires the use of a skilled and trained workforce to perform all construction, demolition, alteration, installation, repair, or maintenance work within an apprenticeable occupation in the building and construction trades. For purposes of this section, “project labor agreement” has the same meaning as that term is defined in subdivision (b) of Section 2500 of the Public Contract Code, provided, however, any reference therein to a “public entity” shall include both a governmental entity and an infrastructure company.

16046.

Any financing extended by the corporation shall not exceed one-third of the total cost of the infrastructure project for which the financing is provided.

16048.

(a) At least 15 percent of all General Fund moneys in the infrastructure corporation fund shall be reserved for providing financing for infrastructure projects to priority governmental entities. This reservation shall only apply for two years starting on the effective date of this part.

(b) This section shall not prevent allocation to priority governmental entities of more than 15 percent of all General Fund moneys in the infrastructure corporation fund.

16050.

Upon board approval, the corporation may, from time to time, issue its revenue bonds, in a principal amount that the board shall determine to be necessary, convenient, or desirable to provide moneys for the corporation’s purposes, which may include, but shall not be limited to, providing financing to one or more governmental entities or infrastructure companies for one or more infrastructure projects, as provided in this part, for the purchase or refunding of bonds of one or more governmental entities or infrastructure companies issued to finance one or more infrastructure projects, payment of interest on bonds of the corporation, establishment of reserves to secure bonds, refunding previously issued bonds or refunding bonds of the corporation, and payment of other expenditures of the corporation incident to issuance of bonds or refunding bonds of the corporation.

16051.

The Treasurer, the Governor, or the Lieutenant Governor is an elected representative of the state authorized to fulfill any public approval requirement of Section 147(f) of Title 26 of the Internal Revenue Code (26 U.S.C. Sec. 147(f)), including subsequent amendments thereto, or its successor provision, for the issuance of federally tax-exempt bonds issued by the corporation pursuant to this chapter.

16052.

(a) Proceeds of any bonds issued by the corporation may be used to finance a single infrastructure project for a single governmental entity or infrastructure company, a series of infrastructure projects for a single governmental entity or infrastructure company, a single infrastructure project for one of more governmental entities or infrastructure companies, or several infrastructure projects for one or more governmental entities or infrastructure companies.

(b) Except as otherwise expressly provided by the corporation, every issue of its bonds shall be payable from any revenues or other moneys of the corporation available therefor and not otherwise pledged. These revenues or moneys may include the proceeds of additional bonds, subject only to any agreements with the holders of particular bonds pledging any particular revenues or moneys. Notwithstanding that the bonds may be payable from a special fund, these bonds shall be deemed to be negotiable instruments for all purposes.

(c) Bonds may be issued in one or more series and may be issued as serial bonds or as term bonds or as a combination thereof. Bonds shall bear the date of issuance, bear the time of maturity, which shall not exceed 50 years from the date of issuance, bear the rate or rates of interest, be payable at the time or times provided, be in the denominations provided, be in the form or forms provided, carry the registration privileges provided, be executed in the manner provided, be payable in lawful money of the United States, or other designated currency, at the place or places provided, and be subject to any terms of redemption provided in the bond.

(d) The sale of the bonds of the corporation shall be coordinated by the Treasurer in accordance with Section 5702.

(e) The bonds of the corporation may be issued on either federally taxable or tax-exempt basis, or a combination of both. Bonds of the corporation may be sold to an underwriter via a competitive bid or negotiated sale or may be placed directly with one or more investors, with or without the assistance of a placement agent, and for any price or prices, and on any terms and conditions, as the corporation determines proper. Pending the preparation of definitive bonds, the Treasurer may issue interim receipts, certificates, or temporary bonds that shall be exchanged for definitive bonds.

16053.

Any resolution authorizing any bonds may contain the following provisions, that, if included, shall be a part of the contract with the holders of the bonds to be authorized:

(a) Provisions pledging the full faith and credit of the corporation, or pledging all or any part of the revenues of any financings for infrastructure projects made by the corporation, any real or personal property of the corporation, or any other moneys of the corporation, to secure the payment of the bonds or of any particular issue of bonds, subject to those agreements with bondholders as may then exist.

(b) Provisions setting aside reserves or sinking funds, or providing for the use of subordinated classes of bonds by the corporation, and the regulation and disposition thereof.

(c) Limitations on the issuance of additional bonds, the terms upon which additional bonds may be issued and secured, and the refunding of outstanding bonds.

(d) The procedure, if any, by which the terms of any contract with bondholders may be amended or abrogated, the amount of bonds and the holders that are required to give consent, and the manner in which the consent may be given.

(e) Limitations on the corporation’s expenditures for operation and administration, or other expenses.

(f) Definitions of acts or omissions that constitute a default in the duties of the corporation to holders of its obligations, and providing the rights and remedies of the holders in the event of a default.

16054.

The corporation may, out of any funds available, purchase its bonds. The corporation may hold, pledge, cancel, or resell its bonds, subject to and in accordance with agreements with bondholders.

16055.

(a) In the discretion of the corporation, any bonds issued under this chapter may be secured by a trust agreement between the corporation and a corporate trustee or trustees that may include the Treasurer or any trust company or bank having the powers of a trust company within or without the state.

(b) The trust agreement may pledge or assign any funds or assets of the corporation legally available for pledge or assignment. The trust agreement providing for the issuance of the bonds may contain provisions for protecting and enforcing the rights and remedies of bondholders as may be reasonable and proper and not in violation of law.

(c) A bank or trust company doing business under the laws of the state that may act as a depository of the proceeds of bonds or of revenues or other moneys shall furnish indemnifying bonds or pledge securities when required by the corporation.

(d) The trust agreement securing the bonds 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 trust agreement or resolution may contain other provisions that the corporation may deem reasonable and proper.

(e) The trust agreement may provide for the pledge or assignment of funds or moneys in the custody of the Controller that are legally available to a governmental entity obtaining financing from the corporation for an infrastructure project and that are due or payable to the governmental entity by reason of any grant, allocation, apportionment, or appropriation, and any legally available funds or moneys that are or will be due or payable, to the governmental entity by reason of any grant, allocation, apportionment, or appropriation of the federal government or agencies of the federal government.

16056.

(a) Bonds issued under this chapter do not constitute a debt or liability of the state or of any political subdivision of the state, and do not constitute a pledge of the full faith and credit of the state or any of its political subdivisions, but are payable solely from the funds provided for under this chapter. This subdivision does not preclude bond guarantees or enhancements pursuant to this part. All the bonds shall contain on the face of the bond a statement to the following effect:

“Neither the full faith and credit nor the taxing power of the State of California is pledged to the payment of the principal of, or interest on, this bond.”

(b) The issuance of bonds under this chapter shall not directly or indirectly or contingently obligate the state or any political subdivision of the state to levy or to pledge any form of taxation or to make any appropriation for their payment.

16057.

(a) The corporation may issue bonds for the purpose of refunding any bonds of the corporation then outstanding, including the payment of any redemption premium and any interest accrued, or to accrue, on their earliest or any subsequent date of redemption, purchase, or maturity. The corporation, if it deems advisable, may issue bonds for the additional purpose of obtaining funds to make financings to governmental entities or infrastructure companies for the cost of any infrastructure project or any portion thereof.

(b) The proceeds of any bonds issued for the purpose of refunding outstanding bonds as provided in subdivision (a) may, in the discretion of the corporation, be applied to the purchase or retirement at maturity or redemption of those outstanding bonds either on their earliest or any subsequent redemption date or upon the purchase or retirement at the maturity thereof and may, pending this application, be placed in escrow to be applied to the purchase or retirement at maturity or redemption of those outstanding bonds on the date or dates as may be determined by the corporation.

(c) The corporation may make investments with any escrowed proceeds that mature at the time or times appropriate to assure prompt payment, of the principal, interest, and redemption premium, if any, of the outstanding bonds to be refunded. The interest, income, and profits, if any, earned or realized on the investment may also be applied to the payment of the outstanding bonds to be refunded. After the terms of the escrow have been fully satisfied and carried out, any balance of the proceeds and interest, income, and profits, if any, earned or realized on the investments shall be returned to the corporation for use in carrying out the purposes of this part.

16058.

Any and all bonds issued by the corporation, their transfer and the income from the bonds, shall at all times be free from taxation of every kind by the state and by all political subdivisions of the state.

16060.

(a) The Golden State Infrastructure Corporation Fund is hereby created for the purpose of implementing the objectives and provisions of this part. Within the fund, the corporation may create any accounts and subaccounts that the corporation deems necessary, convenient, or desirable.

(b) Notwithstanding Section 13340, all moneys in the infrastructure corporation fund are continuously appropriated, without regard to fiscal year, for expenditure for the purposes stated in this part.

16061.

(a) The corporation may pledge any or all of the moneys in the infrastructure corporation fund as security for the corporation’s obligations incurred pursuant to this part. All moneys accruing to the corporation pursuant to this part from any sources shall be deposited into the infrastructure corporation fund.

(b) The corporation may, from time to time, invest moneys in the fund that are not required for its current needs, including proceeds from the sale of any bonds, in any eligible securities specified in Section 16430. The corporation may deposit moneys into interest-bearing accounts in any bank in this state or in any savings and loan association in this state. All interest or other increment resulting from the investment or deposit of moneys from the infrastructure corporation fund, and all income and revenue generated by the corporation, shall be deposited into the fund.

16062.

The assets of the infrastructure corporation fund shall be available for the payment of the salaries and other expenses charged against it in accordance with this division. All expenses, obligations, or liabilities incurred in carrying out the purposes of this part shall be payable solely from funds provided pursuant to this part. No expense, obligation, or liability whatsoever of the corporation shall be imposed upon the state.

16063.

(a) Notwithstanding Chapter 2 (commencing with Section 12850) of Part 2.5 and Article 2 (commencing with Section 13320) of Chapter 3 of Part 3, expenditures of the infrastructure corporation fund shall not be subject to the supervision or approval of any other officer or division of state government, with the exception of the Legislature. However, the corporation’s budget shall be prepared and reviewed not later than January 1 of each year.

(b) The corporation’s budget shall include the amount of credit and liabilities of the infrastructure corporation fund, based on an audit of the fund at the close of the prior fiscal year. The corporation’s operating budget shall be subject to review and appropriation in the annual Budget Act.