§ 64-10-107 — Issuance of bonds, notes or other obligations

Tennessee § 64-10-107

• Jurisdiction: Tennessee
• Title: 64

Text

(a) (1) The authority is authorized and empowered to issue its bonds, notes or other obligations from time to time for the purpose of paying in whole or in part the cost of acquiring necessary lands and interests therein, and of constructing and acquiring constructed facilities and improvements necessary to further the economy and growth of the agriculture industry of the region, and the expenses incidental thereto. Prior to the adoption of any resolution of the board authorizing the sale of bonds, notes or other obligations or entering into any contract or other arrangement in the planning or preparation for the sale of bonds, notes or other obligations, the authority shall review such plans with the comptroller of the treasury or the comptroller's designee. The state funding board established by § 9-9-101 is authorized to contract or to make other arrangements as it may deem necessary to provide for the issuance of such bonds, notes or other obligations of the authority or, in the state funding board's discretion, the authority may enter into such contracts or other arrangements. Any contract or arrangement entered into for the purpose of the issuance of any bonds, notes or other obligations shall be subject to the approval of the state funding board. (2) Any resolution of the board authorizing the sale of bonds, notes or other obligations shall be submitted to the state funding board, and such resolution shall only become effective upon receiving the approval of the state funding board. The state funding board, upon rejecting any resolution of the board authorizing the issuance of bonds, notes or other obligations, shall state in writing the reasons for this action. (b) (1) Except as otherwise expressly provided in this subsection (b), all bonds, including notes or other obligations of the authority, issued by the authority, are payable solely out of the revenues and receipts derived from the authority's projects or of any revenues of the authority as may be designated in the proceedings of the board under which the bonds are authorized to be issued; provided, that notes issued in anticipation of the issuance of bonds may be retired out of the proceeds of such bonds. Such bonds may be executed and delivered by the authority at any time and from time to time, may be in such form and denominations and of such terms and maturities, may be in registered or bearer form either as to principal or interest or both, may be payable in such installments and at such time or times not exceeding forty (40) years from the date thereof, may be payable at such place or places whether within or without Tennessee, may bear interest at such rate or rates payable at such time or times and at such place or places and evidenced in such manner, may be executed by such officers of the authority and may contain such provisions not inconsistent herewith, all as shall be provided in the proceedings of the board whereunder the bonds shall be authorized to be issued. (2) If deemed advisable by the board, there may be retained in the proceedings under which any bonds of the authority are authorized to be issued an option to redeem all or any part thereof as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in such proceedings and as may be briefly recited on the face of the bonds, but nothing contained in this subsection (b) shall be construed to confer on the authority any right or option to redeem any bonds except as may be provided in the proceedings under which they shall be issued. (3) Any bonds of the authority may be sold at public or private sale in such manner, at such price and from time to time as may be determined by the board to be most advantageous, and the authority may pay all expenses, premiums and commissions that its board may deem necessary or advantageous in connection with the issuance thereof. Issuance by the board of one (1) or more series of bonds for one (1) or more purposes shall not preclude it from issuing other bonds in connection with the same project or any other project, but the proceedings whereunder any subsequent bonds may be issued shall recognize and protect any prior pledge or mortgage made for any prior issue of bonds. (4) Proceeds of bonds issued by the authority may be used for the purpose of constructing, acquiring, reconstructing, improving, equipping, furnishing, bettering or extending any project or projects, including the payment of interest on the bonds during construction of any such project and for two (2) years after the estimated date of completion, and payment of engineering, fiscal, architectural and legal expenses incurred in connection with such project and the issuance of the bonds, and the establishment of a reasonable reserve fund for the payment of principal of and interest on such bonds in the event of a deficiency in the revenues and receipts available for such payment. (c) Subject to the approvals required in subsection (a), any bonds or notes of the authority at any time outstanding may at any time and from time to time be refunded by the authority by the issuance of its refunding bonds in such amount as the board may deem necessary, but not exceeding the sum of the following: (1) The principal amount of the obligations being refinanced; (2) Applicable redemption premiums thereon; (3) Unpaid interest on such obligations to the date of delivery or exchange of the refunding bonds; (4) In the event the proceeds from the sale of the refunding bonds are to be deposited in trust as provided in this section, interest to accrue on such obligations from the date of delivery to the first or any subsequent available redemption date or dates selected, in its discretion, by the board or to the date or dates of maturity, whichever shall be determined by the board to be most advantageous or necessary to the authority; (5) A reasonable reserve for the payment of principal of and interest on such bonds and/or a renewal and replacement reserve; (6) If the project to be constructed from the proceeds of the obligations being refinanced has not been completed, an amount sufficient to meet the interest charges on the refunding bonds during the construction of such project and for two (2) years after the estimated date of completion, but only to the extent that interest charges have not been capitalized from the proceeds of the obligations being refinanced; and (7) Expenses, premiums and commissions of the authority, including bonds discount, deemed by the board to be necessary for the issuance of the refunding bonds. A determination by the board that any refinancing is advantageous or necessary to the authority, or that any of the amounts provided in this subdivision (c)(7) should be included in such refinancing or that any of the obligations to be refinanced should be called for redemption on the first or any subsequent available redemption date permitted to remain outstanding until their respective dates of maturity, shall be conclusive. (d) Any such refunding may be effected whether the obligations to be refunded have then matured or thereafter mature, either by the exchange or the refunding bonds for the obligations to be refunded thereby with the consent of the holders of the obligations so to be refunded, or by sale of the refunding bonds, and the application of the proceeds thereof to the payment of the obligations to be refunded thereby, and regardless of whether or not the obligations proposed to be refunded are payable on the same date or different dates or are due serially or otherwise. (e) Prior to the issuance of the refunding bonds, the board shall cause notice of its intention to issue the refunding bonds, identifying the obligations proposed to be refunded and setting forth the estimated date of delivery of the refunding bonds, to be given to the holders of the outstanding obligations by mail to each registered holder and, if the outstanding bonds or coupons are not registered securities, by publication of an appropriate notice one (1) time each in a newspaper having general circulation in the area of the project and in a financial newspaper published in New York, New York, having national circulation. As soon as practicable after the delivery of the refunding bonds, and whether or not any of the obligations to be refunded are to be called for redemption, the board shall cause notice of the issuance of the refunding bonds to be given in the manner provided in this subsection (e). (f) If any of the obligations to be refunded are to be called for redemption, the board shall cause notice of redemption to be given in the manner required by the proceedings authorizing such outstanding obligations. (g) The principal proceeds from the sale of any refunding bonds shall be applied only as follows: (1) To the immediate payment and retirement of the obligations being refunded; or (2) To the extent not required for the immediate payment of the obligations being refunded, then such proceeds shall be deposited in trust to provide for the payment and retirement of the obligations being refunded; but provision may be made for the pledging and disposition of any surplus, including, without limitation, provision for the pledging of any such surplus to the payment of the principal of and interest on any issue or series of refunding bonds. Money in any such trust fund may be invested in direct obligations of the United States government, or obligations the principal of and interest on which are guaranteed by the United States government, or obligations of any authority or instrumentality of the United States government or in certificates of deposit issued by a bank or trust company located in this state, if such certificates are secured by a pledge of any of such obligations having any aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured. Nothing in this subsection (g) shall be construed as a limitation on the duration of any deposit in trust for the retirement of obligations being refunded but that have not matured and that are not presently redeemable or, if presently redeemable, have not been called for redemption. (h) All such bonds, refunding bonds and the interest coupons applicable thereto are hereby made and shall be construed to be negotiable instruments. (i) The principal of and interest on any bonds issued by the authority may be secured by a pledge of the revenues and receipts out of which the same shall be made payable and may be secured by a mortgage or deed of trust covering all or any part of the projects from which the revenues or receipts so pledged may be derived, including any enlargements of and additions to any such projects thereafter made, and/or by an assignment and pledge of all or any part of the authority's interest in and rights under the leases, sale contracts or loan agreements relating to such projects, or any part thereof. The resolution under which the bonds are authorized to be issued and any such mortgage or deed of trust may contain any agreements and provisions respecting the maintenance of the projects covered thereby, the fixing and collection of rents or payments with respect to any projects or portions thereof covered by such resolution, mortgage or deed of trust, the creation and maintenance of special funds from such revenues and from the proceeds of such bonds and the rights and remedies available in the event of default, all as the board deems advisable and not in conflict with the provisions hereof. Each pledge, agreement, mortgage and deed of trust made for the benefit or security of any of the bonds of the authority shall continue effective until the principal of and interest on the bonds for the benefit of which the same were made have been fully paid. In the event of default in such payment or in any agreements of the authority made as a part of the contract under which the bonds were issued, whether contained in the proceedings authorizing the bonds or in any mortgage and deed of trust executed as security for the bonds, such payment or agreement may be enforced by suit, mandamus, the appointment of a receiver in equity or by foreclosure of any such mortgage and deed of trust, or any one (1) or more of the above remedies. (j) (1) (A) Without limiting the foregoing, the authority is authorized to issue its bonds, notes or other obligations from time to time for the purpose of paying in whole or in part the cost of constructing, acquiring, extending, improving or equipping a system, which shall be considered a project for purposes of this section. (B) No bond or note authorized by subdivision (j)(1)(A) shall be issued until the resolution authorizing the issuance of bonds or notes, together with a statement as of the beginning of the then current fiscal year is submitted to the comptroller of the treasury or the comptroller's designee for review and approval. The statement submitted shall show in detail the total outstanding bonds, notes, warrants, refunding bonds, and other evidences of indebtedness of the authority, together with the maturity dates of the bonds, notes, warrants, refunding bonds, and other evidences of indebtedness, interest rates, special provisions for payment, the project to be funded by the bonds or notes, the current operating financial statement of the authority and any other pertinent financial information. The comptroller of the treasury or the comptroller's designee shall immediately acknowledge receipt in writing of the proposed bond or note issue statement and information. The comptroller of the treasury, or the comptroller's designee, shall report to the authority within fifteen (15) days from the date the plan is received by the comptroller of the treasury or the comptroller's designee. (C) Upon receipt of the report as provided in subdivision (j)(1)(B), the authority shall cause the report to be published once in a newspaper of general circulation in the county of the principal office of the authority, and any other county, city, or utility district that it serves and in any city or utility district that have entered into an agreement with the authority pursuant to § 64-10-104(b)(1) , during the week following the report's receipt. After receiving the report of the comptroller of the treasury or the comptroller's designee, and after publication of such report, or after the expiration of fifteen (15) days from the date the statement and information are received by the comptroller of the treasury or the comptroller's designee, whichever date is earlier, the authority may take such action with reference to the proposed bond or note issue as the authority deems advisable. The report of the comptroller of the treasury or the comptroller's designee shall also be made a part of the bond transcript. (2) The principal and premium, if any, and interest on any bonds, refunding bonds, notes or other obligations issued pursuant to subdivision (j)(1) may be secured by a pledge of revenues and receipts of all or part of the system. The proceedings under which the bonds, notes, or other obligations are authorized to be issued may contain any agreements, provisions and covenants respecting the maintenance of such system or other facilities covered thereby, the fixing and collection of rents, fees or payments with respect to any system or portions thereof covered by such proceedings, the creation and maintenance of special funds from such revenues and from the proceeds of such bonds, notes or other obligations and the rights and remedies available in the event of default, all as the board deems advisable and not in conflict with the provision of this part. To the extent provided in the proceedings authorizing any bonds, notes or other obligations, each pledge and agreement made for the benefit of security of any of the bonds, notes or other obligations shall continue in effect until the principal of and interest on the bonds, notes or other obligations for the benefit of which the same were made shall have been fully paid or adequate provision for the payment thereof shall have been made by the authority. In the event of a default in such payment or in any agreements of the authority made as part of the proceedings under which the bonds, notes or other obligations were issued, such payment or agreement may be enforced by suit, mandamus or the appointment of a receiver in equity, or the proceedings under which the bonds, notes or other obligations are issued. (3) The board may designate the appropriate officials to execute all documents necessary to provide for the issuance of, or secure the payment of, the bonds, notes or other obligations issued pursuant to subdivision (j)(1). (4) Bonds, notes or other obligations issued pursuant to subdivision (j)(1) may constitute a joint obligation of the authority, any county that is a member of the authority, and any city or utility district that have entered into an agreement with the authority as provided in § 64-10-104(b)(1) . Any such bonds, notes or other obligations upon which a county or city is jointly obligated with the authority may be secured by the full faith and credit and unlimited ad valorem taxing power of such county or city. Bonds, notes, or other obligations issued as a joint obligation of the authority and a county or city shall be issued in the form and manner of title 9, chapter 21, parts 1, 2, and 9, where applicable, and in the event of a conflict between this part and title 9, chapter 21, parts 1, 2, and 9, then title 9, chapter 21, parts 1, 2, and 9 shall prevail. Notes issued as a joint obligation of the authority and a county or city shall be issued in the form and manner of title 9, chapter 21, parts 1, 4, and 5, where applicable, and in the event of a conflict between this part and title 9, chapter 21, parts 1, 4, and 5, then title 9, chapter 21, parts 1, 4, and 5 shall prevail. Bonds, notes, or other obligations issued as a joint obligation of the authority and a utility district shall be issued in the form and manner of title 7, chapter 82, part 5, where applicable, and in the event of a conflict between this part and title 7, chapter 82, part 5, then title 7, chapter 82, part 5 shall prevail. (5) Any bond, note or other obligation issued pursuant to subdivision (j)(1) may be secured by a mortgage or deed of trust covering any or all parts of the property, real or personal, of the system. Any pledge or lien on revenues, fees, rents, toll or other charges received or receivable by the authority to secure the payment of any bonds, notes or other obligations issued pursuant to subdivision (j)(1) and the interest thereon shall be valid and binding from the time that the pledge or lien is created and granted and shall inure to the benefit of the holder or holders of any such bonds, notes or other obligations of the authority until payment in full of the principal, premium and interest thereon. Neither the resolution nor any other instrument granting, creating or giving notice of the pledge or a lien or other such security interest need be filed or recorded to preserve or protect the validity or priority of such pledge or lien.

Legislative History

Acts 1998, ch. 998, § 8; 2010 , ch. 868, § 84; 2011 , ch. 419, § 5.