§ 16-245kk — Issuance of bonds, notes and other obligations by the Connecticut Green Bank.

Connecticut § 16-245kk

• Jurisdiction: Connecticut
• Title 16: Public Service Companies
• Ch. 283: Telephone, Gas, Power and Water Companies

Text

(a) The Connecticut Green Bank is authorized from time to time to issue its negotiable bonds for any corporate purpose. In anticipation of the sale of such bonds, the Connecticut Green Bank may issue negotiable bond anticipation notes and may renew the same from time to time. Such notes shall be paid from any revenues of said bank or other moneys available for such purposes and not otherwise pledged, or from the proceeds of sale of the bonds of said bank in anticipation of which they were issued. The notes shall be issued in the same manner as the bonds. Such notes and the resolution or resolutions authorizing the same may contain any provisions, conditions or limitations which a bond resolution of said bank may contain. (b) Every issue of the bonds, notes or other obligations issued by the Connecticut Green Bank shall be special obligations of said bank payable from any revenues or moneys of said bank available for such purposes and not otherwise pledged, subject to any agreements with the holders of particular bonds, notes or other obligations pledging any particular revenues or moneys, and subject to any agreements with any individual, partnership, corporation or association or other body, public or private. Notwithstanding that such bonds, notes or other obligations may be payable from a special fund, they shall be deemed to be for all purposes negotiable instruments, subject only to the provisions of such bonds, notes or other obligations for registration. (c) The bonds may be issued as serial bonds or as term bonds, or the Connecticut Green Bank, in its discretion, may issue bonds of both types. The bonds shall be authorized by resolution of the members of the board of directors of said bank and shall bear such date or dates, mature at such time or times, not exceeding twenty-five years for bonds issued for clean energy and fifty years for bonds issued for environmental infrastructure from their respective dates and in each case not to exceed the expected useful life of the underlying project or projects, bear interest at such rate or rates, be payable at such time or times, be in such denominations, be in such form, either coupon or registered, carry such registration privileges, be executed in such manner, be payable in lawful money of the United States at such place or places, and be subject to such terms of redemption, as such resolution or resolutions may provide. The bonds or notes may be sold at public or private sale for such price or prices as said bank shall determine. The power to fix the date of sale of bonds, to receive bids or proposals, to award and sell bonds, and to take all other necessary action to sell and deliver bonds may be delegated to the chairperson or vice-chairperson of the board, a subcommittee of the board or other officers of said bank by resolution of the board. The exercise of such delegated powers may be made subject to the approval of a majority of the members of the board which approval may be given in the manner provided in the bylaws of said bank. Pending preparation of the definitive bonds, said bank may issue interim receipts or certificates which shall be exchanged for such definitive bonds. (d) Any resolution or resolutions authorizing any bonds or any issue of bonds may contain provisions, which shall be a part of the contract with the holders of the bonds to be authorized, as to: (1) Pledges of the full faith and credit of the Connecticut Green Bank, the full faith and credit of any individual, partnership, corporation or association or other body, public or private, all or any part of the revenues of a project or any revenue-producing contract or contracts made by said bank with any individual, partnership, corporation or association or other body, public or private, any federally guaranteed security and moneys received therefrom purchased with bond proceeds or any other property, revenues, funds or legally available moneys to secure the payment of the bonds or of any particular issue of bonds, subject to such agreements with bondholders as may then exist; (2) the rentals, fees and other charges to be charged, and the amounts to be raised in each year thereby, and the use and disposition of the revenues; (3) the setting aside of reserves or sinking funds, and the regulation and disposition thereof; (4) limitations on the right of said bank or its agent to restrict and regulate the use of the project funded by such bonds or issue of bonds; (5) the purpose and limitations to which the proceeds of sale of any issue of bonds then or thereafter to be issued may be applied, including as authorized purposes all costs and expenses necessary or incidental to the issuance of bonds, to the acquisition of or commitment to acquire any federally guaranteed security and to the issuance and obtaining of any federally insured mortgage note, and pledging such proceeds to secure the payment of the bonds or any issue of the bonds; (6) limitations on the issuance of additional bonds, the terms upon which additional bonds may be issued and secured and the refunding of outstanding bonds; (7) the procedure, if any, by which the terms of any contract with bondholders may be amended or abrogated, the amount of bonds the holders of which must consent thereto, and the manner in which such consent may be given; (8) limitations on the amount of moneys derived from such project to be expended for operating, administrative or other expenses of said bank; (9) definitions of the acts or omissions to act which shall constitute a default in the duties of said bank to holders of its obligations and the rights and remedies of such holders in the event of a default; and (10) the mortgaging of a project and the site thereof for the purpose of securing the bondholders. (e) Neither the members of the board of directors of the Connecticut Green Bank nor any person executing the bonds, notes or other obligations shall be liable personally on the bonds, notes or other obligations or be subject to any personal liability or accountability by reason of the issuance thereof. (f) The Connecticut Green Bank shall have the power to purchase its bonds, notes or other obligations out of any funds available for such purposes. Said bank may hold, pledge, cancel or resell such bonds, notes or other obligations, subject to and in accordance with agreements with bondholders. Said bank may sell, transfer or assign any of its loan assets to a trustee or other third party for the purposes of providing security for its bonds, notes or other obligations, or for bonds, notes or other obligations issued by the trustee or other third party on its behalf. (g) The Connecticut Green Bank is further authorized and empowered to issue bonds, notes or other obligations under this section, the interest on which may be includable in the gross income of the holder or holders thereof under the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, to the same extent and in the same manner that interest on bills, notes, bonds or other obligations of the United States is includable in the gross income of the holder or holders thereof under said internal revenue code. Any such bonds, notes or other obligations may be issued only upon a finding by said bank that such issuance is necessary, is in the public interest, and is in furtherance of the purposes and powers of said bank. The state hereby consents to such inclusion only for the bonds, notes or other obligations of said bank so issued. (h) At the discretion of the Connecticut Green Bank, any bonds issued under the provisions of this section may be secured by a trust agreement by and between said bank and a corporate trustee or trustees, which may be any trust company or bank having the powers of a trust company within or without the state. Such trust agreement or the resolution providing for the issuance of such bonds or other instrument of said bank may secure such bonds by a pledge or assignment of any revenues to be received, any contract or proceeds of any contract, or any other property, revenues, moneys or funds available to said bank for such purpose. Any pledge made by said bank pursuant to this subsection shall be valid and binding from the time when the pledge is made. The lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against said bank, irrespective of whether the parties have notice of the claims. Notwithstanding any provision of the Uniform Commercial Code, no instrument by which such pledge is created need be recorded or filed except in the records of said bank. Any revenues, contract or proceeds of any contract, or other property, revenues, moneys or funds so pledged and thereafter received by said bank shall be subject immediately to the lien of the pledge without any physical delivery thereof or further act, and such lien shall have priority over all other liens. Such trust agreement or resolution may mortgage, assign or convey any real property to secure such bonds. Such trust agreement or resolution providing for the issuance of such bonds may contain such provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including such provisions as have been specifically authorized by this section to be included in any resolution of said bank authorizing bonds thereof. Any bank or trust company incorporated under the laws of this state, which may act as depositary of the proceeds of bonds or of revenues or other moneys, may furnish such indemnifying bonds or pledge such securities as may be required by said bank. Any such trust agreement or resolution 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 to the foregoing, any such trust agreement or resolution may contain such other provisions as said bank may deem reasonable and proper for the security of the bondholders. All expenses incurred in carrying out the provisions of such trust agreement or resolution may be treated as a part of the cost of the operation of a project. (i) Bonds issued under the provisions of this section shall not be deemed to constitute a debt or liability of the state or of any political subdivision thereof, other than the Connecticut Green Bank, or a pledge of the full faith and credit of the state or any of its political subdivisions other than said bank, but shall be payable solely from the funds provided for such purposes by this section. All such bonds shall contain on the face thereof a statement to the effect that neither the state of Connecticut nor any political subdivision thereof, other than said bank, shall be obligated to pay the same or the interest thereon except from revenues of the project or the portion thereof for which such bonds are issued, and that neither the full faith and credit nor the taxing power of the state of Connecticut or of any political subdivision thereof, other than said bank, is pledged to the payment of the principal of or the interest on such bonds. The issuance of bonds under the provisions of this section shall not directly, indirectly or contingently obligate the state or any political subdivision thereof to levy or to pledge any form of taxation or to make any appropriation for the payment of such bonds. Nothing contained in this section shall prevent or be construed to prevent said bank from pledging its full faith and credit or the full faith and credit of any individual, partnership, corporation or association or other body, public or private, to the payment of bonds or issue of bonds authorized pursuant to this section. (j) The state of Connecticut does hereby pledge to and agree with the holders of any bonds, notes or other obligations issued under this section and with those parties who may enter into contracts with the Connecticut Green Bank or its successor agency pursuant to the provisions of this section that the state shall not limit or alter the rights hereby vested in said bank until such obligations, together with the interest thereon, are fully met and discharged and such contracts are fully performed on the part of said bank, provided nothing contained in this subsection shall preclude such limitation or alteration if and when adequate provision is made by law for the protection of the holders of such bonds, notes or other obligations of said bank or those entering into such contracts with said bank. Said bank is authorized to include this pledge and undertaking for the state in such bonds, notes or other obligations, or contracts. (k) (1) The Connecticut Green Bank is authorized to fix, revise, charge and collect rates, rents, fees and charges for the use of and for the services furnished or to be furnished by each project, and to contract with any individual, partnership, corporation or association, or other body, public or private, in respect thereof. Such rates, rents, fees and charges shall be fixed and adjusted in respect of the aggregate of rates, rents, fees and charges from such project so as to provide funds sufficient with other revenues or moneys available for such purposes, if any, (A) to pay the cost of maintaining, repairing and operating the project and each and every portion thereof, to the extent that the payment of such cost has not otherwise been adequately provided for, (B) to pay the principal of and the interest on outstanding bonds of said bank issued in respect of such project as the same shall become due and payable, and (C) to create and maintain reserves required or provided for in any resolution authorizing, or trust agreement securing, such bonds of said bank. Such rates, rents, fees and charges shall not be subject to supervision or regulation by any department, commission, board, body, bureau or agency of this state other than said bank. (2) A sufficient amount of the revenues derived in respect of a project, except such part of such revenues as may be necessary to pay the cost of maintenance, repair and operation and to provide reserves and for renewals, replacements, extensions, enlargements and improvements as may be provided for in the resolution authorizing the issuance of any bonds of the Connecticut Green Bank or in the trust agreement securing the same, shall be set aside at such regular intervals as may be provided in such resolution or trust agreement in a sinking or other similar fund which is hereby pledged to, and charged with, the payment of the principal of and the interest on such bonds as the same shall become due, and the redemption price or the purchase price of bonds retired by call or purchase as therein provided. Such pledge shall be valid and binding from the time when the pledge is made. The rates, rents, fees and charges and other revenues or other moneys so pledged and thereafter received by said bank shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against said bank, irrespective of whether such parties have notice of such claims. Notwithstanding any provision of the Connecticut Uniform Commercial Code, neither the resolution nor any trust agreement nor any other agreement nor any lease by which a pledge is created need be filed or recorded except in the records of said bank. The use and disposition of moneys to the credit of such sinking or other similar fund shall be subject to the provisions of the resolution authorizing the issuance of such bonds or of such trust agreement. Except as may otherwise be provided in such resolution or such trust agreement, such sinking or other similar fund may be a fund for all such bonds issued to finance projects for any individual, partnership, corporation or association, or other body, public or private, without distinction or priority of one over another; provided said bank in any such resolution or trust agreement may provide that such sinking or other similar fund shall be the fund for a particular project for any individual, partnership, corporation or association, or other body, public or private, and for the bonds issued to finance a particular project and may, additionally, permit and provide for the issuance of bonds having a subordinate lien in respect of the security authorized by this subsection to other bonds of said bank, and, in such case, said bank may create separate sinking or other similar funds in respect of such subordinate lien bonds. (l) All moneys received pursuant to the provisions of this section, whether as proceeds from the sale of bonds or as revenues, shall be deemed to be trust funds to be held and applied solely as provided in this section. Any officer with whom, or any bank or trust company with which, such moneys are deposited shall act as trustee of such moneys and shall hold and apply the same for the purposes of this section, subject to the resolution authorizing the bonds of any issue or the trust agreement securing such bonds. (m) Any holder of bonds, bond anticipation notes, other notes or other obligations issued under the provisions of this section, or any of the coupons appertaining thereto, and the trustee or trustees under any trust agreement, except to the extent the rights given by this section may be restricted by any resolution authorizing the issuance of, or any such trust agreement securing, such bonds, may, either at law or in equity, by suit, action, mandamus or other proceedings, protect and enforce any and all rights under the laws of the state or granted by this section or under such resolution or trust agreement, and may enforce and compel the performance of all duties required by this section or by such resolution or trust agreement to be performed by the Connecticut Green Bank or by any officer, employee or agent thereof, including the fixing, charging and collecting of the rates, rents, fees and charges authorized by this section and required by the provisions of such resolution or trust agreement to be fixed, established and collected. (n) The Connecticut Green Bank shall have power to contract with the holders of any of its bonds or notes as to the custody, collection, securing, investment and payment of any reserve funds of said bank, or of any moneys held in trust or otherwise for the payment of bonds or notes, and to carry out such contracts. Any officer with whom, or any bank or trust company with which, such moneys shall be deposited as trustee thereof shall hold, invest, reinvest and apply such moneys for the purposes thereof, subject to such provisions as this section and the resolution authorizing the issue of the bonds or notes or the trust agreement securing such bonds or notes may provide. (o) The exercise of the powers granted by this section shall be in all respects for the benefit of the people of this state, for the increase of their commerce, welfare and prosperity, and for the improvement of their health and living conditions, and, as the exercise of such powers shall constitute the performance of an essential public function, neither the Connecticut Green Bank, any affiliate of said bank, nor any collection or other agent of said bank nor any such affiliate shall be required to pay any taxes or assessments upon or in respect of any revenues or property received, acquired, transferred or used by said bank, any affiliate of said bank or any collection or other agent of said bank or any such affiliate or upon or in respect of the income from such revenues or property. Any bonds, notes or other obligations issued under the provisions of this section, their transfer and the income therefrom, including any profit made on the sale of such bonds, notes or other obligations, shall at all times be free from taxation of every kind by the state and by the municipalities and other political subdivisions in the state, except for estate and succession taxes. The interest on such bonds, notes or other obligations shall be included in the computation of any excise or franchise tax. (p) (1) The Connecticut Green Bank is hereby authorized to provide for the issuance of bonds of said bank for the purpose of refunding any bonds of said bank then outstanding, including the payment of any redemption premium thereon and any interest accrued or to accrue to the earliest or subsequent date of redemption, purchase or maturity of such bonds, and, if deemed advisable by said bank, for the additional purpose of paying all or any part of the cost of constructing and acquiring additions, improvements, extensions or enlargements of a project or any portion thereof. (2) The proceeds of any such bonds issued for the purpose of refunding outstanding bonds may, at the discretion of the Connecticut Green Bank, be applied to the purchase or retirement at maturity or redemption of such outstanding bonds either on their earliest or any subsequent redemption date or upon the purchase or at the maturity thereof and may, pending such application, be placed in escrow to be applied to such purchase or retirement at maturity or redemption on such date as may be determined by said bank. (3) Any such escrowed proceeds, pending such use, may be invested and reinvested in direct obligations of, or obligations unconditionally guaranteed by, the United States and certificates of deposit or time deposits secured by direct obligations of, or obligations unconditionally guaranteed by, the United States, or obligations of a state, a territory, or a possession of the United States, or any political subdivision of any of the foregoing, within the meaning of Section 103(a) of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as amended from time to time, the full and timely payment of the principal of and interest on which are secured by an irrevocable deposit of direct obligations of the United States which, if the outstanding bonds are then rated by a nationally recognized rating agency, are rated in the highest rating category by such rating agency, maturing at such time or times as shall be appropriate to assure the prompt payment, as to principal, interest and redemption premium, if any, of the outstanding bonds to be so refunded. The interest, income and profits, if any, earned or realized on any such investment or reinvestment may also be applied to the payment of the outstanding bonds to be so refunded. After the terms of the escrow have been fully satisfied and carried out, any balance of such proceeds and interest, income and profits, if any, earned or realized on the investments or reinvestments thereof may be returned to the Connecticut Green Bank for use by it in any lawful manner. (4) The portion of the proceeds of any such bonds issued for the additional purpose of paying all or any part of the cost of constructing and acquiring additions, improvements, extensions or enlargements of a project or any portion thereof may be invested and reinvested as the provisions of this section and the resolution authorizing the issuance of such bonds or the trust agreement securing such bonds may provide. The interest, income and profits, if any, earned or realized on such investment or reinvestment may be applied to the payment of all or any part of such cost or may be used by the Connecticut Green Bank in any lawful manner. (5) All such bonds shall be subject to the provisions of this section in the same manner and to the same extent as other bonds issued pursuant to this section or section 16-245n , 16-245 ll or 16-245mm . (q) Bonds issued by the Connecticut Green Bank under the provisions of this section are hereby made securities in which all public officers and public bodies of the state and its political subdivisions, all insurance companies, state banks and trust companies, national banking associations, savings banks, savings and loan associations, investment companies, executors, administrators, trustees and other fiduciaries may properly and legally invest funds, including capital in their control or belonging to them. Such bonds are hereby made securities which may properly and legally be deposited with and received by any state or municipal officer or any 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. (r) In conjunction with the issuance of the bonds, notes or other obligations, the Connecticut Green Bank may: (1) Make representations and agreements for the benefit of the holders of the bonds, notes or other obligations to make secondary market disclosures; (2) enter into interest rate swap agreements and other agreements for the purpose of moderating interest rate risk on the bonds, notes or other obligations; (3) enter into such other agreements and instruments to secure the bonds, notes or other obligations; and (4) take such other actions as necessary or appropriate for the issuance and distribution of the bonds, notes or other obligations and may make representations and agreements for the benefit of the holders of the bonds, notes or other obligations which are necessary or appropriate to ensure exclusion of the interest payable on the bonds, notes or other obligations from gross income under the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as amended from time to time.

Legislative History

(June 12 Sp. Sess. P.A. 12-2, S. 159; P.A. 14-94, S. 29; P.A. 21-115, S. 23.) History: June 12 Sp. Sess. P.A. 12-2 effective July 1, 2012; pursuant to P.A. 14-94, “Clean Energy Finance and Investment Authority” and “authority” were changed editorially by the Revisors to “Connecticut Green Bank” and “bank”, respectively, effective June 6, 2014; P.A. 21-115 amended Subsec. (c) by changing maturity dates from 20 years from issuance to 25 years from issuance for bonds issued for clean energy, establishing maturity dates of 50 years from issuance for bonds issued for environmental infrastructure and adding provision re bonds not exceeding expected useful life of underlying project, effective July 1, 2021.