The Vermont Statutes Online

Title 16: Education

Chapter 131: EDUCATIONAL AND HEALTH BUILDINGS FINANCING AGENCY

• § 3851. Definitions

  (a) “Agency” means the Vermont Educational and Health Buildings Financing Agency.

  (b) “Facilities” means all or any part of any building, improvements to real property, equipment, furnishings, appurtenances, utilities, and other property, real or personal, determined by the Agency to be necessary or convenient in the operation of any eligible institution, including facilities previously acquired or constructed by such eligible institution.

  (c) “Eligible institution” means any:

  (1) nonprofit library that serves the public;

  (2) private or independent nonprofit university, college, primary or secondary school in the State;

  (3) the University of Vermont;

  (4) the Vermont State Colleges; or

  (5)(A) nonprofit hospital as defined in 18 V.S.A. § 1902;

  (B) nonprofit institution whose purpose is devoted primarily to the maintenance and operation of diagnostic and therapeutic facilities for medical, surgical, or psychiatric care of ambulatory patients;

  (C) nonprofit licensed nursing home; or

  (D) nonprofit assisted living facility, nonprofit continuing care retirement facility, nonprofit residential care facility, or similar nonprofit facility for the continuing care of elders or the infirm, provided that such facility is owned by or under common ownership with an otherwise eligible institution, and in the case of facilities to be financed for an eligible institution provided by this subdivision (5) of this subsection (c), for which the Green Mountain Care Board, if required, has issued a certificate of need.

  (d) “Bonds” means bonds authorized to be issued by the Agency under this chapter. “Notes” means notes authorized to be issued by the Agency under this chapter.

  (e) “Cost” as applied to any facilities may embrace the cost of construction; the cost of acquisition, including the acquisition of all lands, structures, property, rights, rights of way, franchises, easements, and interests in land required for the construction or operation of any facilities; the cost of demolishing or removing any buildings or structures upon land acquired hereunder, including the cost of acquiring any lands to which the buildings or structures may be moved; the cost of all furnishings, equipment and machinery, financing charges, interest prior to and during construction or acquisition and, if deemed advisable by the Agency, for a period not exceeding two years after completion of construction or acquisition, provision for reserves, cost of architectural, engineering, financial, and legal services, plans and specifications, studies, surveys, estimates of cost and of revenue, administrative expenses, expenses necessary or incident to determining the feasibility of the facilities; and any other expenses as may be necessary or incident to the construction or acquisition of the facilities, the financing thereof, and the placing of the facilities in operation. Any obligation or expense incurred by the Agency prior to the issuance of bonds for the facilities in connection with any of the foregoing items may be included as part of the cost; provided, however, that there may be included as part of the cost the payment or reimbursement to any eligible institution of its expenditures in connection with the acquisition or construction of any facilities incurred by such eligible institution not earlier than 25 years before the financing thereof by the Agency.

  (f) “Financing agreement” means the agreement or agreements between the agency and any eligible institution or guarantor in respect of any facilities, under which the payments to the Agency shall be at least sufficient to pay all of the principal of and interest and any redemption premiums on, and to provide and maintain any reserves for, the bonds or notes that shall be issued by the Agency to pay the cost of such facilities, and to pay the expenses of the Agency in connection therewith, and without limiting the generality thereof, may consist of an agreement of lease, an installment sale contract, a purchase agreement, a conditional sale agreement, a loan agreement, a purchase money mortgage, a lease and leaseback, a lease or leases directly or indirectly with the eligible institution, or such other financing agreement or any combination of the foregoing, as the Agency may determine.

  (g) “Guarantor” means any person liable, directly or indirectly, under the provisions of a financing agreement for the unsatisfied obligations of the eligible institution under that agreement, whether designated a guarantor, surety, accommodation party, insurer, or other designation. (Added 1966, No. 56 (Sp. Sess.); § 2, eff. March 12, 1966; amended 1969, No. 224 (Adj. Sess.), § 1, eff. March 31, 1970; 1971, No. 67, §§ 1, 2, eff. April 15, 1971; 1979, No. 93 (Adj. Sess.), § 1, eff. Feb. 28, 1980; 1987, No. 30; 1991, No. 24, § 10; 1997, No. 148 (Adj. Sess.), § 68, eff. April 29, 1998; 2011, No. 78 (Adj. Sess.), § 2, eff. April 2, 2012; 2013, No. 79, § 49a; 2013, No. 96 (Adj. Sess.), § 80; 2019, No. 131 (Adj. Sess.), § 114.)

• § 3852. Vermont Educational and Health Buildings Financing Agency; creation; members

  (a) A board of 13 members known as the Vermont Educational and Health Buildings Financing Agency is created. It is a body corporate and politic constituting a public instrumentality of the State. The State Treasurer or his or her designee and the Secretaries of Education, of Human Services, and of Administration shall be members ex officio. The Governor, with the advice and consent of the Senate, shall appoint seven members for six-year terms. The members appointed by the Governor shall appoint two additional members whose term of office shall be two years.

  (b) The Board shall select its chair and a vice chair, a treasurer, and a secretary. The term of the Chair, Vice Chair, Treasurer, and Secretary shall be one year, and they shall be elected at the first meeting of the Board each fiscal year. All members of the Board, except those ex officio, shall be entitled to reimbursement of their necessary expenses incurred in the performance of their official duties and also to per diem compensation for their services subject to approval of the Governor.

  (c) [Repealed.]

  (d) Notwithstanding any general or special law to the contrary, the provisions of 8 V.S.A. chapter 73 shall not apply to the Agency or to any loan made by the Agency in accordance with this title before or after February 14, 2014. (Added 1966, No. 56 (Sp. Sess.), § 3, eff. March 12, 1966; amended 1969, No. 224 (Adj. Sess.), § 10, eff. March 31, 1970; 1971, No. 67, § 3, eff. April 15, 1971; 1987, No. 203 (Adj. Sess.), § 21 eff. May 27, 1988; 2011, No. 40, § 53, eff. May 20, 2011; 2013, No. 92 (Adj. Sess.), § 230, eff. Feb. 14, 2014; 2021, No. 20, § 68.)

• § 3853. Powers

  The Agency may:

  (1) Sue and be sued.

  (2) Have a seal and alter it at pleasure.

  (3) Acquire property, both real and personal, in the name of the Agency, including leasehold and other interest in land necessary or convenient in the Agency’s determination for its corporate purposes, and hold, mortgage, and dispose of (including selling and leasing) all property, both real and personal, all upon such terms and conditions as the Agency may deem advisable; provided, however, that the Agency shall not be required to acquire any interest in property in connection with the financing of any facilities.

  (4) Make bylaws for the management and regulation of its affairs.

  (5) Appoint officers, agents, consultants, and employees and fix their compensation, subject to approval of the Governor.

  (6) Make and execute financing agreements and all other instruments necessary or convenient for the exercise of the powers and functions conferred on the Agency under this chapter.

  (7) Prepare plans, specifications, designs, and estimates of cost for the acquisition and construction of facilities and, by contract or its own employees, acquire, construct, improve, maintain, and operate facilities; fix, revise, and collect fees, rents, and other charges for the use or occupancy of facilities or for services rendered by facilities; contract with holders of its bonds to fix, revise, and collect fees, rents, and charges producing revenues at least sufficient to pay all costs of operation, maintenance, and repair of the facilities and the principal, interest, and redemption premium, if any, on bonds; and provide by contract or otherwise for the promulgation, by the Agency or such other body or officer as may be specified by the Agency, of such reasonable and proper rules respecting facilities as the Agency may deem necessary to assure the maximum use of the facilities at all times.

  (8) Borrow money and issue negotiable bonds or notes and provide for the rights of the holders thereof.

  (9) Do all things necessary or convenient to carry out the purposes of the Agency.

  (10) Acquire and enter into commitments to acquire any federally guaranteed security, including any federally guaranteed mortgage, and pledge or otherwise use any such federally guaranteed security in such manner as the Agency deems in its best interests to secure or otherwise provide a source of repayment on any of its bonds or notes issued on behalf of any eligible institution or enter into any appropriate agreement with any eligible institution by which the Agency may make a loan to such eligible institution for the purpose of acquiring and entering into commitments to acquire any federally guaranteed security. Any agreement entered into pursuant to this subdivision may contain such provisions that are deemed necessary or desirable by the Agency for the security or protection of the Agency or the holders of such bonds or notes; provided, however, that the Agency, prior to making any such acquisition, commitment, or loan, shall first determine, and shall first enter into an agreement with any such eligible institution to require that the proceeds derived from any such federally guaranteed security will be used for the purpose of providing or refinancing any facilities for any eligible institution. (Added 1966, No. 56 (Sp. Sess.), § 4, eff. March 12, 1966; amended 1969, No. 224 (Adj. Sess.), § 2, eff. March 31, 1970; 1979, No. 93 (Adj. Sess.), § 2, eff. Feb. 28, 1980; 2019, No. 131 (Adj. Sess.), § 115.)

• § 3854. Operation and management of facilities

  (a) The Agency may operate and manage, or may cause to be operated and managed by any agent or operator under written contract, facilities financed under this chapter.

  (b) The Agency, in its sole discretion, shall establish fees, rates, rents, or other charges for services or products derived from facilities financed by it and no State, county, or local agency may exercise regulatory power over them.

  (c) Any financing agreement authorized by this chapter shall be a general obligation of the eligible institution and may contain provisions, which may be a part of the contract with the holders of the bonds or notes of the Agency, as to:

  (1) pledging all or any part of the monies, earnings, income, and revenues derived by the eligible institution from the facility or any part or parts thereof, or other real or personal property or revenues or money of the eligible institution, to secure payments required under the terms of the lease;

  (2) the rates, rental fees, and other charges to be fixed and collected by the eligible institution, the amounts to be raised in each year thereby, and the use and disposition of those monies, earnings, income, and revenues;

  (3) the setting aside of reserves and the creation of special funds and the regulation and disposition thereof;

  (4) the procedure, if any, by which the terms of the financing agreement may be amended, the amount of bonds or notes to which holders must consent, and the manner in which the consent may be given;

  (5) vesting in a trustee or trustees such specified properties, rights, powers, and duties as shall be deemed necessary or desirable for the security of the holders of the bonds or notes of the Agency issued for the facility;

  (6) the obligations of the eligible institution with respect to the replacement, reconstruction, maintenance, operation, repairs, and insurance of the facility;

  (7) defining the acts or omissions to act constituting a default in the obligations and duties of the eligible institution under a financing agreement, and providing for the rights and remedies of the Agency and of its bondholders or noteholders if default occurs;

  (8) providing for disposition of the facility after liabilities of the Agency incurred for the facility have been met and the bonds or notes of the Agency issued therefor or secured by the revenues thereof have been paid or otherwise satisfied; and

  (9) any other matters of like or different character that may be deemed necessary or desirable for the security or protection of the Agency or the holders of its bonds or notes.

  (d) Whenever the Agency finances a facility for any eligible institution, the eligible institution shall be responsible for the operation, maintenance, and replacement costs thereof, and the covenant to pay under the financing agreement shall be absolute and unconditional. Only if the Agency operates and manages a facility, may it assume responsibility for costs of operation and maintenance.

  (e) To obtain funds for the acquisition or construction or financing of any facilities and for other purposes authorized under this chapter, the Agency may from time to time issue negotiable bonds and notes as provided in this chapter. (Added 1966, No. 56 (Sp. Sess.), § 5, eff. March 12, 1966; amended 1969, No. 224 (Adj. Sess.), § 3, eff. March 31, 1970; 1979, No. 93 (Adj. Sess.), § 3, eff. Feb. 28, 1980; 2019, No. 131 (Adj. Sess.), § 116; 2021, No. 20, § 69.)

• § 3855. Trust funds

  (a) All monies received under the authority of this chapter, whether as proceeds from the sale of bonds or notes or as revenues, shall be deemed to be trust funds to be held and applied solely as provided in this chapter. Any officer with whom, or any bank or trust company with which, those monies are deposited shall act as trustee of them and shall hold and apply them for the purposes hereof, subject to such regulations as this chapter and the resolution authorizing the bonds or notes of any issue or the trust indenture securing the bonds may provide.

  (b) All monies of the Agency derived from State, local, or federal appropriations or the sale of bonds or notes, and all monies constituting reserve funds, shall be paid to the treasurer of the Agency or to the trustee under the trust indenture securing the bonds or designated in the resolution authorizing the bonds, and all such monies shall be held, administered, secured, and applied as provided in such resolution or trust indenture. All deposits of the monies shall, if required by such resolution or trust indenture, be secured by obligations of the United States of America or of the State of Vermont of the market value equal at all times to the amount of the deposit, and all banks and trust companies are authorized to give such security for the deposits.

  (c) The Auditor of Accounts of the State of Vermont and his or her legally authorized representatives may at any time examine the accounts and books of the Agency, including its receipts, disbursements, contracts, sinking funds, investments, and any other matters relating to its financial standing. (Added 1966, No 56 (Sp. Sess.), § 6, eff. March 12, 1966; amended 1969, No. 224 (Adj. Sess.), § 4, eff. March 31, 1970.)

• § 3856. Bonds

  (a) The Agency is authorized to issue from time to time bonds or notes of the Agency for the purposes authorized by this chapter and refunding bonds for the purpose of refunding any bonds issued by the Agency under this chapter, including the payment of any redemption premium thereon and any interest accrued or to accrue to the date of the redemption of such bonds, irrespective of whether the bonds to be refunded have or have not matured. Refunding bonds may also be issued by the Agency for the purpose of refunding any bonds, including refunding bonds, issued by the Agency under this chapter and paying all or any part of the cost of acquiring or constructing any facilities. The issuance of the refunding bonds, the maturities and other details thereof, the rights and remedies of the holders thereof and the rights, powers, privileges, and obligations of the Agency with respect to the same shall be governed to the fullest extent feasible by the provisions of this chapter pertaining to bonds. The Agency may also issue its negotiable bonds for the purpose of paying or otherwise satisfying in accordance with their terms any bonds, mortgages, notes, loans, or other contractual obligations of any eligible institution assigned or transferred to or assumed by the Agency in connection with financing the acquisition by the Agency of any facilities from such eligible institution. Except as may otherwise be expressly provided by the Agency, bonds and notes issued under this chapter shall be general obligations, payable out of any monies or revenues of the Agency, subject only to any agreements with the holders of the bonds or notes pledging any particular monies or revenues. Notwithstanding any of the provisions of this chapter or any recitals in any bonds or notes issued under this chapter, all bonds, notes, and interest coupons appertaining to them shall have and are hereby declared to have all the qualities and incidents, including negotiability, of investment securities under the Uniform Commercial Code, but no provision of such code respecting the filing of a financing statement to perfect a security interest shall be applicable to any security interest created in connection with the issuance of any bonds or notes. No bonds or notes of the Agency may be issued to acquire or construct any facilities unless the Agency first certifies to the Governor that in its opinion such facilities are needed and will provide adequate revenue derived from rents or otherwise to repay the bonds and the interest thereon when due.

  (b) The bonds shall be authorized by resolution of the board, be in such denominations and bear such date or dates, mature at such time or times not exceeding 40 years from their respective dates, be in such forms, either coupon or registered, carry such registration privileges, be executed in such manner, be payable in such medium of payment at such place or places, and be subject to such terms of redemption as the Agency may provide by resolution or in the trust indenture. If any officer whose signature or a facsimile thereof appears on any bonds, notes, or coupons ceases to be that officer before the delivery of the bonds or notes, the signature or facsimile shall nevertheless be valid and sufficient for all purposes as if he or she had remained in office until the delivery, and any bond or note may bear the facsimile signature of or may be signed by that person although at the date of the bond or note the person may not have been that officer. The Agency may sell bonds in such amounts and in such manner, either at public or private sale, and for such prices as it may determine may best carry out the purposes of this chapter.

  (c) The bonds may be issued for any corporate purpose of the Agency including, without limiting the generality of the foregoing, payment to any reserve fund required by any trust indenture securing bonds or any bond resolution authorizing bonds.

  (d) Any resolution authorizing bonds or the trust indenture securing them may contain provisions, which may be a part of the contract with the holders of the bonds, as to:

  (1) pledging all or any part of the monies of the Agency to secure the payment of the bonds, including the revenues of designated facilities, the proceeds of any grant in aid of the Agency received from any private or public source, or any monies received under the terms of lease;

  (2) the setting aside of the revenues or sinking funds and the regulations or disposition thereof;

  (3) limitations on the purpose to which the proceeds of sale of any issue of bonds then or thereafter to be issued may be applied;

  (4) limitations on the issuance of additional bonds, the terms upon which additional bonds may be issued and secured, and the refunding of outstanding or other bonds;

  (5) the procedure, if any, by which the terms of any contract with bondholders may be amended or abrogated, the amount of bonds to which the holders must consent, and the manner in which consent may be given;

  (6) the creation of special funds into which any monies of the Agency may be deposited;

  (7) vesting in a trustee or trustees such properties, rights, powers, and duties in trust as the Agency may determine, which may include any or all of the rights, powers, and duties of the trustee appointed by the bondholders, and limiting or abrogating the right of the bondholders to appoint a trustee under such section or limiting the rights, duties, and powers of the trustee; and

  (8) defining the act or omissions to act that shall constitute a default in the obligations and duties of the Agency to the bondholders and providing for the rights and remedies of the bondholders in the event of such a default, including as a matter of right the appointment of a receiver.

  (e) Any pledge of revenues or other monies made by the Agency shall be valid and binding from the time when the pledge is made; the revenues or other monies so pledged and thereafter received by the Agency shall immediately be subject to the lien of the 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 the Agency, irrespective of whether those parties have notice thereof. Neither the resolution nor any other instrument by which a pledge is created need be recorded or filed in any public record.

  (f) Neither the members of the board nor any persons executing the bonds shall be liable personally on them or be subject to any personal liability or accountability by the reason of the issuance thereof.

  (g) The Agency may, out of funds available therefor, purchase any bonds issued by it at a price not exceeding the redemption price thereof. All bonds so purchased shall be cancelled.

  (h)(1) In the discretion of the Agency, the bonds may be secured by a trust indenture by and between the Agency and a corporate trustee, and the resolution authorizing the bonds may provide for the appointment of a corporate trustee for the purpose of securing the bonds, which may be any trust company or bank having the powers of a trust company in or out of the State of Vermont.

  (2) The trust indenture or resolution authorizing the bonds:

  (A) may contain reasonable provisions for protecting and enforcing the rights and remedies of the bondholders, including covenants setting forth the duties of the Agency in relation to the acquisition, construction, maintenance, operation, repair, and insurance of the facilities and the custody, safeguarding, and application of all monies; and

  (B) may provide that any facility shall be constructed and paid for under the supervision and approval of a bond construction oversight committee or other internal committee of the borrower’s board of directors or trustees that has been designated to provide reasonable assurance and reporting, or both, so that all phases of construction comply with applicable Vermont statutes and rules and the covenants of all bond financing agreements.

  (3) The Agency may provide by the trust indenture or resolution authorizing the bonds for the payment of the proceeds of the bonds and the revenues of any facility or monies received under the terms of any lease, as the case may be, to the trustee of the trust indenture or resolution authorizing the bonds or other depository, and for the method of disbursement thereof, with such safeguards and restrictions as it may determine.

  (4) If the bonds are secured by trust indenture or by the appointment of a trustee pursuant to the resolution authorizing the bonds, the bondholders shall have no authority to appoint a separate trustee to represent them.

  (i) Prior to the preparation of definitive bonds, the Agency may, under like restrictions, issue interim receipts or temporary bonds, with or without coupons, exchangeable for definitive bonds when they have been executed and are available for delivery. The Agency may also provide for the replacement of any bonds or notes that shall become mutilated or shall be destroyed or lost. The Agency may exercise all the powers conferred by this chapter without obtaining the consent of any department, division, commission, board, bureau, or agency of the State and without any other conditions or things than those proceedings, conditions, or things that are specifically required by this chapter. The Agency shall have power, at any time and from time to time after the authorization under this chapter of the issuance of bonds of the Agency, to borrow money for the purpose for which the bonds are to be issued in anticipation of the receipt of the proceeds of the sale of the bonds and within the authorized maximum amount of the bonds. The Agency is authorized to issue its notes under the provisions of this subsection to evidence money thus borrowed, which notes shall be payable from the proceeds of the sale of bonds and from any other money that may be made available for such payment. The notes shall mature not later than five years after the date of the authorization of the issuance of the bonds under this chapter. The notes may be renewed from time to time, but all such notes shall mature within the time limit for the payment of the money thus borrowed. The notes shall be authorized by a resolution of the Agency and shall be in such denomination or denominations, shall bear interest at such rate or rates, shall be in such form, and shall be executed in such manner, all as the Agency shall prescribe. The notes may be sold at any public or private sale in such manner and for such prices, or, if the notes shall be renewal notes, may be exchanged for notes then outstanding on such terms, as the Agency shall determine.

  (j) In the case of bonds issued in connection with a new health care project subject to the provisions of 18 V.S.A. chapter 221, subchapter 5, the Agency shall not authorize bonds on behalf of an eligible institution defined under subdivision 3851(c)(5) of this title, unless the project and the capital expenditures associated with the project have been approved by the Green Mountain Care Board, pursuant to 18 V.S.A. chapter 221, subchapter 5. The Agency shall consider the recommendations of the Board in connection with any such proposed authorization. (Added 1966, No. 56 (Sp. Sess.), § 7, eff. March 12, 1966; amended 1969, No. 80, eff. April 18, 1969; 1969, No. 224 (Adj. Sess.),§§ 5, 9, eff. March 31, 1970; 2003, No. 53, § 20; 2003, No. 63, § 74, eff. June 11, 2003; 2011, No. 78 (Adj. Sess.), § 2, eff. April 2, 2012; 2015, No. 23, § 43; 2019, No. 131 (Adj. Sess.), § 117.)

• § 3857. Liability of State

  The bonds and other obligations of the Agency shall not be a debt of the State of Vermont nor shall the State be liable thereon, nor shall they be payable out of any funds other than those of the Agency. (Added 1966, No. 56 (Sp. Sess.), § 8, eff. March 12, 1966.)

• § 3858. Legal investment

  The bonds and notes are hereby made securities in which all public officers and bodies of this State and all municipalities and municipal subdivisions, all insurance companies and associations, all savings banks and savings institutions, including savings and loan associations, administrators, guardians, executors, trustees, committees, and other fiduciaries, in the State may properly and legally invest funds in their control. (Added 1966, No. 56 (Sp. Sess.), § 9, eff. March 12, 1966; amended 1969, No. 224 (Adj. Sess.), § 6, eff. March 31, 1970.)

• § 3859. Exemptions from taxation

  (a) The creation of the Agency and the carrying out of its corporate purposes is in all respects for the benefit of the people of the State of Vermont and for the improvement of their education, health, welfare, and prosperity, and is a public purpose. The Agency will be performing an essential governmental function in the exercise of the powers conferred upon it by this chapter. The State of Vermont covenants with the holders of the bonds and notes that the Agency shall be required to pay no taxes or assessments upon any of the property acquired by it or under its jurisdiction, control, possession, or supervision, or upon its activities in the operation and maintenance of facilities, or upon any monies, revenues, or other income received by the Agency; and that the bonds and notes of the Agency and the income from them shall at all times be exempt from taxation, except for transfer and estate taxes.

  (b) The State of Vermont does pledge to and agree with the holders of the bonds that the State will not limit or alter the rights hereby vested in the Agency to acquire, mortgage, construct, reconstruct, and equip the facilities; to maintain, reconstruct, improve, and operate the facilities; to establish and collect such rates, rental, fees, and other charges as may be convenient or necessary to produce sufficient revenue to meet the expense of maintenance and operation; and to fulfill the terms of any agreements made with the holders of the bonds or in any way impair the rights and remedies of the bondholders, until the bonds, together with interest, thereon, with interest on any unpaid installment of interest, and all costs and expenses incurred by the Agency in connection with the facilities or in connection with any action or proceedings by or on behalf of the bondholders, are fully met and discharged. (Added 1966, No. 56 (Sp. Sess.), § 10, eff. March 12, 1966; amended 1969, No. 224 (Adj. Sess.), § 7, eff. March 31, 1970; 1971, No. 67, § 4, eff. April 15, 1971; 2013, No. 92 (Adj. Sess.), § 231, eff. Feb. 14, 2014.)

• § 3860. Remedies of bondholders

  (a) If the Agency defaults in the payment of principal of or interest on any of the bonds of any series after they become due, either at maturity or upon call for redemption, and the default continues for a period of 30 days, or if the Agency fails or refuses to comply with this chapter or defaults in any agreement made with the holders of the bonds of the series, the holders of 25 percent in aggregate principal amount of the bonds of the series then outstanding, in addition to all other remedies provided pursuant to this chapter or other law, may appoint by an instrument filed in an office of the clerk of the county in which the principal office of the eligible institution respecting which the bonds have been issued is located, and proved or acknowledged in the same manner as a deed would be recorded, subject to the limitation specified in subsection 3856(h) of this chapter, a trustee to represent the holders of the bonds of the series for the purposes provided in this section.

  (b) The trustee may, and upon written request of the holders of 25 percent of the principal amount of the bonds of any series then outstanding upon any facility, shall, in his or her or its own name:

  (1) by mandamus or other suit, action, or proceeding, enforce all rights of the bondholders, including the right to require the Agency to collect rentals and other revenues of any facility adequate to carry out any agreement as to, or pledge of, the rental and other revenues, and to require the Agency to carry out any other agreements with the bondholders and to perform its and their duties under this chapter;

  (2) bring suit upon the bonds of that series;

  (3) by action or suit, require the Agency to account as if it were the trustee of an express trust for the bondholders;

  (4) by action or suit, enjoin any acts or things that may be unlawful or violate the rights of the bondholders; and

  (5) declare all bonds of that series due and payable upon any facility; and, if all defaults are made good, annul, upon the written consent of the holders of 25 percent in principal amount of the bonds of that series then outstanding, the declaration and its consequences.

  (c) The Superior Court and the presiding judge where the facility is located shall have jurisdiction of any suit, action, or proceedings by the trustee on behalf of the bondholders.

  (d) Before declaring the principal of all bonds of any series due and payable, the trustees shall first give 30 days’ notice in writing to the Agency.

  (e) Any trustee, whether or not all bonds of any series have been declared due and payable, shall be entitled as of right to the appointment of a receiver who may enter and take possession of the facility or any part of the facility and operate and maintain it and collect and receive all rentals and other revenues arising from it in the same manner as the Agency itself might do, and shall deposit all such monies in a separate account and apply the same in such manner as the court may direct. In any suit, action, or proceedings by the trustee, the fees, counsel fees, and expenses of the trustee and of the receiver, if any, shall constitute taxable disbursements and all costs and disbursements, allowed by the court shall be a first charge on any rentals and other revenues derived from the facility.

  (f) The trustee shall, in addition to the provisions of this section relating to the trustee and to an extent not inconsistent with the provisions of the trust indenture or resolutions under which such trustee is acting, have all of the powers necessary or appropriate for the exercise of any functions specifically set forth in this section or incident to the general representation of the bondholders in the enforcement and protection of their rights, including the foreclosure of any mortgage given to secure the bonds and the power to liquidate any and all other security as may be given therefor. (Added 1966, No. 56 (Sp. Sess.), § 11, eff. March 12, 1966; amended 1969, No. 224 (Adj. Sess.), § 8, eff. March 31, 1970; 1973, No. 193 (Adj. Sess.), § 3, eff. April 9, 1974; 2019, No. 131 (Adj. Sess.), § 118.)

• § 3861. Compensation of members and employees of Agency

  No officer, member, or employee of the Agency may receive, or be lawfully entitled to receive, any pecuniary profit from the operation of the Agency except reasonable compensation for services in effecting one or more of its purposes set forth under law. (Added 1966, No. 56 (Sp. Sess.), § 12, eff. March 12, 1966; amended 2019, No. 131 (Adj. Sess.), § 119.)

• § 3862. Reports

  The Vermont Education and Health Buildings Finance Agency shall prepare and annually submit to the Governor a complete report listing all projects applied for, planned, in progress, and completed and a complete financial report duly audited and certified by a certified public accountant. (Added 1966, No. 56 (Sp. Sess.), § 14, eff. March 12, 1966; amended 2003, No. 122 (Adj. Sess.), § 294j; 2013, No. 92 (Adj. Sess.), § 232, eff. Feb. 14, 2014; 2015, No. 131 (Adj. Sess.), § 26.)