The Vermont Statutes Online

Title 30: Public Service

Chapter 084: Vermont Public Power Supply Authority

• Subchapter 001: General Provisions

• § 5001. Definitions

  In this chapter, the following words and terms, unless the context clearly indicates a different meaning, shall have the following meaning:

  (1) “Authority” means the Vermont Public Power Supply Authority created by this chapter.

  (2) “Cooperative” means a corporation organized under, or otherwise subject to, chapter 81 of this title.

  (3) “Legislative body” means the mayor and board of aldermen of a city, the selectboard of a town, and the trustees or light commissioners of a village.

  (4) “Municipality” means any city, town, or village within the State of Vermont, which is authorized to and engaged in the manufacture, distribution, purchase, or sale of electricity in the State of Vermont.

  (5) “Person” shall be as defined in section 3001 of this title.

  (6) “Project” means any plant, works, system, facilities, and real and personal property of any nature or any interest in any of them, together with all parts of them and appurtenances to them, used or useful in the generation, production, transmission, purchase, sale, exchange, or interchange of electric energy, and together with any capacity or output from them.

  (7) “Utility” means any public utility as defined in chapter 83 of this title. (Added 1979, No. 78, § 3.)

• Subchapter 002: Establishment and Organization

• § 5011. Creation of Vermont Public Power Supply Authority

  (a) Vermont Public Power Supply System, Inc., a corporation formed under the provisions of subdivision 4003(4) of this title, is hereby declared and established to be a body politic and corporate with duties and powers as are set forth in this chapter, to be known as “Vermont Public Power Supply Authority” to carry out the provisions of this chapter. The Authority is constituted a public instrumentality exercising public and essential governmental functions, and the exercise by the authority of the powers conferred by this chapter shall be deemed and held to be the performance of an essential governmental function of the State.

  (b) The Authority shall consist of those municipalities and cooperatives which by January 31, 1979 elected to become a member of Vermont Public Power Supply System, Inc., in accordance with the terms of its bylaws, and those Vermont municipalities and cooperatives that shall thereafter elect to become members of the Authority in accordance with the rules and regulations of the Authority established by it. These rules and regulations shall be calculated to permit membership without an undue burden on new members, but with regard to the benefits contributed to the Authority by its original members.

  (c) The powers of the Authority shall be exercised by a board of directors. The Board of Directors shall consist of one director from each member municipality or member cooperative, who shall be elected by the legislative body of each member municipality or the board of trustees of each member cooperative. Each municipality or cooperative may also elect an alternate director to serve in the absence or disability of its director. The term of office of a director shall be for one year coincident with the fiscal year of the Authority or until a successor director has been duly elected and qualified. Any director may be removed at the pleasure of the legislative body of the municipality or cooperative which elected that director, upon notice to the authority and the election of a successor director. The Board of Directors of the Authority shall adopt bylaws or other rules and regulations for the management of the affairs of the Authority and carrying out the purpose of this chapter. The Board of Directors shall also elect one of its member directors as chair of the Authority and shall also elect a treasurer and secretary who may be, but need not be, directors. It may elect other officers and agents as necessary to perform those acts commonly delegated to the officers and agents of a business corporation and shall set their compensation.

  (d) Despite any law or charter provision to the contrary, a director or officer of the Authority who is also an officer, employee, or member of a legislative body of a municipality or other public body or the State shall not thereby be precluded from voting or acting on behalf of the Authority on a matter involving the municipality or public body or the State. Neither shall service as a director or officer of the Authority constitute a conflict of interest for an officer, employee, or member of a municipality or public body or the State.

  (e) The Authority and its existence shall continue as long as it shall have notes, bonds, or other obligations or indebtedness outstanding, including notes, bonds, or other obligations or indebtedness hereafter issued or incurred, and until its existence is terminated by law. The net earnings of the Authority, beyond that necessary for retirement of its notes, bonds, or other obligations or indebtedness or to implement the public purposes and programs authorized in this chapter, shall not inure to the benefit of any person other than the State. Upon termination of the existence of the Authority, title to all of the property owned by the Authority, including any net earnings of the Authority, shall vest in the State. The State reserves the right at any time to alter, amend, repeal, or otherwise change the structure, organization, programs, or activities of the Authority, including the power to terminate the Authority, subject to any limitation on the impairment of the obligation of any contract or contracts entered into by the Authority. (Added 1979, No. 78, § 3.)

• § 5012. General powers and duties

  The Authority shall have all of the powers necessary and convenient to carry out this chapter, including those general powers provided a business corporation by 11 V.S.A. § 1852, and including the power:

  (1) To receive, administer, and comply with the conditions and requirements respecting any gift, grant, donation, or appropriation of any property or money.

  (2) To acquire by purchase, lease, gift, or otherwise, or to obtain options for the acquisition of any property, real or personal, improved or unimproved, tangible or intangible, including an interest in land of less than the fee.

  (3) To sell, lease, mortgage, exchange, transfer, or otherwise dispose of any real or personal property or interest in them, or to grant options for any of those purposes.

  (4) To pledge or assign any money, fees, charges, or other revenues of the Authority and any proceeds derived by the Authority from the sale of property, or from insurance or condemnation awards.

  (5) To employ personnel who shall serve at the pleasure of the directors.

  (6) To borrow money and issue its notes and bonds as provided in this chapter.

  (7) To purchase electric power and energy, including all or a portion of the capacity and output of one or more specific projects.

  (8) To sell electric power and energy and other products of projects to other utilities within the State, and to any person or utility outside the State. These other utilities are authorized to purchase electric power and energy sold by the Authority; provided, however, that nothing in this chapter shall be construed to authorize resale of electric power and energy purchased from the Authority except as otherwise authorized by law.

  (9) To enter into joint ownership contracts and tenancies in common with any Vermont utility, whether or not such utility is a member of the Authority. With the consent of the Authority, utilities which are not members of the Authority shall be eligible to participate in projects sponsored by the Authority.

  (10) To contract for the use of transmission and distribution facilities owned by others for the delivery to purchasers of electric power and energy sold by the Authority. These other owners are authorized to enter into these contracts with the Authority.

  (11) To contract with respect to the purchase, sale, delivery, exchange, interchange, wheeling, pooling, transmission, or use of electric power and energy and to otherwise participate in intrastate, interstate, and international arrangements with respect to those matters, including a New England power pool as defined by chapter 14 of this title, except that this power shall not be exercised so as to conflict with or diminish in any way the powers and obligations of the Public Utility Commission under this title regarding planning and entering into agreements for the supply of electric power and energy.

  (12) Jointly with utilities or on its own, to plan, finance, acquire, construct, improve, purchase, operate, maintain, use, share costs of, own, lease, sell, dispose of, or otherwise participate in projects or portions of projects, the product or service from them, securities or obligations issued or incurred in connection with the financing of them, or research and development relating to them, within or outside the State. It may also enter into and perform contracts with any person with respect to the foregoing. If the Authority acquires or owns an interest as a tenant in common with others in any projects within the State, the surrender or waiver by the other property owner of its right to partition the property for a period not exceeding the period for which the property is used or useful for electric utility purposes shall not be invalid and unenforceable by reason of length of the period, or as unduly restricting the alienation of such property.

  (13) To apply to the appropriate agencies of the State, other states, the United States, and to any other proper agency for permits, licenses, certificates, or approvals which may be necessary, and to construct, maintain, and operate projects in accordance with these licenses, permits, certificates, or approvals.

  (14) To apply and contract for and to expend assistance from the United States or other sources, whether in form of a grant or loan or otherwise.

  (15) To enter into a contract or contracts to provide all requirements service, as defined in section 4002a of this title, with some or all of its member systems, upon receipt by the systems entering into such contract of the approvals required by section 4002a.

  (16) Upon entry into a contract with member systems pursuant to subdivision (15) of this section, to seek and obtain approval, in its own name, for projects and contracts otherwise requiring approval under section 248 or 2902 of this title.

  (17) To make and execute all contracts and agreements and other instruments necessary or convenient in the exercise of the powers and functions of the Authority under this chapter.

  (18) To enter into contracts determined by the Authority to be useful for the prudent management of its assets, purchases, funds, debts, or fuels, including interest rate or other swaps, option contracts, future contracts, forward purchase contracts, hedging contracts, and leases or other risk management instruments to the full extent that a business corporation is authorized to enter into such contracts.

  (19) To acquire stock, shares, securities, membership units, or other equity or participation interests in entities that directly or indirectly construct, own, or operate electric generation or transmission facilities within or outside the State to the full extent that a business corporation is authorized to acquire such interests.

  (20) To do all things necessary, convenient, or desirable to carry out the purposes of this chapter or the powers expressly granted or necessarily implied in this chapter. (Added 1979, No. 78, § 3; amended 1991, No. 170 (Adj. Sess.), § 4, eff. May 15, 1992; 2009, No. 78 (Adj. Sess.), § 39, eff. April 15, 2010.)

• § 5013. Special powers

  (a) The Authority may contract to sell, and member municipalities and cooperatives and other utilities may contract to purchase, all or a portion of the capacity and output of one or more specific projects including contracts providing for planning, engineering, design, acquiring sites or options for sites, and expenses preliminary or incidental to such project. This contract may be for the life of a project or other term or for an indefinite period; may provide for the payment of unconditional obligations imposed without regard to whether a project is undertaken, completed, operable, or operating and despite the suspension, interruption, interference, reduction, or curtailment of the output of a project; and may contain provisions for prepayment, nonunanimous amendment, arbitration, delegation, and other matters deemed necessary or desirable to carry out its purposes. This contract may also provide, in the event of default by any party to the contract in the performance of its obligations under the contract, for other parties to assume the obligations and succeed to the rights and interests of the defaulting party, pro rata or otherwise as may be agreed upon in the contract.

  (b) Neither the obligations of the Authority nor the obligations of any member municipality or cooperative or other utility under any contract authorized by subsection (a) of this section shall be deemed to constitute an indebtedness or a lending of credit of the Authority or any such municipality, cooperative, or other utility or shall be included in computing the borrowing capacity of the Authority, or any such municipality, cooperative, or other utility. These obligations of such municipalities and cooperatives shall be treated as expenses of operating their electric plants. In the case of municipalities, these obligations shall constitute special obligations of such municipalities payable solely from the revenues and other monies derived by them from their electric departments or systems. The liability of these municipalities from other funds is limited to obligations undertaken by them to pay for the electric power and energy used by them.

  (c) A municipality or cooperative shall be obligated to fix, revise, and collect fees and charges for electric power and energy and other services, facilities, and commodities furnished or supplied through its electric system at least sufficient to provide revenues adequate to meet its obligations under any such output and capacity contract and to pay all other amounts payable from or constituting a charge and lien upon those revenues.

  (d) Any member municipality or cooperative may convey, transfer, or assign to the Authority, with or without consideration, any real or personal property or interest in either, including a leasehold estate.

  (e) The Authority and any member municipality or cooperative or other utility (whether or not such utility is a member of the Authority) that is acting pursuant to a contract with the Authority may expend its funds, including the proceeds of its notes, bonds, or other obligations, for the purposes of modifying demand for electric capacity or energy through conservation or load management by participation in such facilities, projects, and programs as the Board of the Authority or the legislative body or other governing body or the governing board of the member municipality or cooperative or other utility, as the case may be, determines will effectively accomplish such purposes. Such facilities, projects, and programs may include providing or financing facilities or projects for conservation or load management, which may be: owned or operated by the Authority or any member municipality or cooperative or other utility or by others; leased or licensed by the Authority or any member municipality or cooperative or other utility to others, or financed by loans by the Authority or any member municipality or cooperative or other utility to others, in either case on such terms and conditions as the Board of the Authority or the legislative body or other governing body or the governing board of the member municipality or cooperative or other utility, as the case may be, may determine. Any member municipality or cooperative or other utility may issue its notes, bonds, or other obligations pursuant to any statutory authority conferring such power for carrying out the purposes of this subsection. (Added 1979, No. 78, § 3; amended 1989, No. 112, §§ 2, 4, eff. June 22, 1989; 2009, No. 78 (Adj. Sess.), § 40, eff. April 15, 2010.)

• § 5014. Acquisition of property

  The Authority may acquire real property, or any interest in it, by eminent domain in accordance with the provisions of sections 110 through 124 of this title; provided, however, that:

  (1) No property already appropriated to public use shall be so taken except to the extent and for the purposes permitted by sections 110 through 124 of this title.

  (2) No facility for the generation, transmission, or distribution of electric power and energy owned by any person shall be so taken except for the purpose of acquiring property or rights in it in order to permit the crossing of existing transmission or distribution facilities. Any taking under sections 110 through 124 of this title shall be governed by the provisions of these sections which are applicable to public utilities.

  (3) No site for a project for which any utility had filed an application for a preliminary permit or a license from the Federal Energy Regulatory Commission on or before November 1, 1977 shall be so taken until such time, if ever, that the application is denied, and no further renewals or appeals are available to the utility, or the utility abandons its application, permit, or license. (Added 1979, No. 78, § 3.)

• § 5015. Tax exemption

  (a) All bonds or notes issued under this chapter are issued by a body corporate and politic of this State and for an essential public and governmental purpose. Those bonds and notes, and the interest on them and the income from them, including any profit on their sale, and all activities of the Authority and fees, charges, funds, revenues, incomes, and other monies of the Authority whether or not pledged or available to pay or secure the payment of those bonds or notes, or interest on them, are exempt from all taxation, franchise fees, or special assessments of whatever kind except for transfer, inheritance, and estate taxes.

  (b) The Authority is not required to make or file any reports, statements, or informational returns required of any utility or other bodies corporate except as provided in this chapter.

  (c) Real and personal property, situated within the State and owned by the Authority shall be exempt from property taxation. The Authority shall, in lieu of property taxes, pay to any governmental body authorized to levy local property taxes the amount which would be assessable as local property taxes on the real and tangible personal property if that property were the property of a utility. These payments shall be due, and bear interest if unpaid, as in the case of taxes on the property of a utility. For purposes of these payments in lieu of taxes, the assessors of the taxing authority shall make a valuation and assessment of the property and determine the tax that would be assessable if the property were owned by a utility. Payments in lieu of taxes made under this chapter shall be treated in the same manner as taxes for the purposes of all procedural and substantive provisions of law, including appeals, now and hereinafter in effect applicable to assessment and taxation of real and personal property, collection, and abatement of these taxes and the raising of public revenues. (Added 1979, No. 78, § 3.)

• § 5016. Rules and rates

  (a) The Authority may make and enforce rules and regulations which it deems necessary or desirable. It may establish, levy, and collect or may authorize by contract, franchise, lease, or otherwise, the establishment, levying, and collection of rents, rates, and other charges:

  (1) for the services afforded by the Authority or afforded by or in connection with any project or properties which it may construct, erect, acquire, own, operate, or control, or with respect to which it may have any interest or any right to capacity thereof; and

  (2) for the sale of electric energy or of generation or transmission capacity or service as it may deem necessary, proper, desirable, and reasonable.

  (b) Rents, rates, and other charges shall be at least sufficient to meet the expenses of the Authority, including operating and maintenance expenses, reasonable reserves, interest, and principal payments, including payments into one or more sinking funds for the retirement of principal, and other requirements of any trust agreement or resolution securing bonds or notes. The Authority may pledge its rates, rents, and other revenues, or any part of them, as security for the repayment, with interest and redemption premiums, if any, of any monies borrowed by it or advanced to it for any of its authorized purposes and as security for the payment of amounts due and owing by it under any contract. (Added 1979, No. 78, § 3.)

• § 5017. Powers of municipalities

  A municipality may by resolution of its legislative body enter into contracts with the Authority for the purchase, sale, exchange, or transmission of electric energy and other services, on such terms and for such period of time as the resolution may provide. A municipality may by resolution of its legislative body enter into a contract with the Authority related to the issuance of bonds and notes as authorized by section 5031 of this title only after an affirmative vote of the qualified voters at any duly warned annual or special meeting held for that purpose. The required vote may either approve a specific contract with the Authority or it may approve generally the right for the municipality to enter into all such contracts with the Authority by resolution of its legislative body. A municipality may appropriate electricity-derived revenues received in any year to make payments due during that year under any contract made by the municipality with the Authority. Nothing in this section shall be construed to repeal any charter provision or law requiring an election or other condition precedent to the establishment of a municipal electric plant. (Added 1979, No. 78, § 3; amended 2009, No. 78 (Adj. Sess.), § 41, eff. April 15, 2010.)

• § 5018. Construction contracts

  The Authority may contract for the planning, acquisition, construction, operation, maintenance, repair, extension, and improvement of any project, or may contract with other public or private owners of any project to perform these functions, without advertising for bids, preparing final plans and specifications in advance of construction or securing performance and payment bonds, except to the extent that the directors determine that these actions are desirable in furtherance of the purposes of this chapter. Except as otherwise provided by this section, no contract shall be invalid or unenforceable by reason of nonperformance of the conditions required by any other law relating to public contracts. (Added 1979, No. 78, § 3.)

• Subchapter 003: Form and Nature of Bonds and Notes

• § 5031. Bonds and notes

  (a)(1) The Authority may issue its negotiable notes and bonds in such principal amount as the Authority determines to be necessary to provide sufficient funds for achieving any of its corporate purposes, including the payment of interest on notes and bonds of the Authority, establishment of reserves to secure the notes and bonds, and all other expenditures of the Authority incident to and necessary or convenient to carry out its corporate purposes and powers. Without limiting the generality of the foregoing, such bonds and notes may be issued for project costs, or the Authority’s share of costs of projects, which may include:

  (A) interest prior to and during the carrying out of any project and for a reasonable period thereafter;

  (B) prepayments under contracts for the purchase of capacity and output;

  (C) reserves for debt service or other capital or current expenses as may be required by a trust agreement or resolution securing bonds and notes; and

  (D) all other expenses incidental to the determination of the feasibility of any project or to carrying out the project or to placing the project in operation.

  (2) The Authority shall have the power, from time to time, to issue notes, to renew notes and bonds, to pay notes, including the interest on them and, whenever it deems refunding expedient, to refund any bonds by the issuance of new bonds, whether the bonds to be refunded have or have not matured, and to issue bonds partly to refund bonds then outstanding and partly for any of its corporate purposes.

  (3) Except as may otherwise be expressly provided by resolution of the Authority, every issue of its notes and bonds shall be general obligations of the Authority payable out of any revenues or monies of the Authority, subject only to any agreements with the holders of particular notes or bonds pledging any particular revenues.

  (4) Bonds and notes may be issued in accordance with this chapter, without the need to obtain the consent and approval of the Public Utility Commission as provided in this title.

  (5) The notes and bonds shall be authorized by resolution or resolutions of the Authority, shall bear such date or dates, and shall mature at such time or times as the resolution or resolutions may provide. The bonds may be issued as serial bonds payable in annual installments or as term bonds or as a combination of them. The resolution or resolutions may provide that the notes and bonds bear interest at a given rate or rates, be in certain denominations, be in temporary, coupon, or registered form, carry certain registration privileges, be executed in a given manner, be payable in a given medium of payment, at a place or places within or outside the State, and be subject to specified terms of redemption. The Authority may participate in any state or federally created or supported bond programs. The notes and bonds of the Authority may be sold by the Authority, at public or private sale, at such price or prices as the Authority shall determine.

  (b) Any resolution or resolutions authorizing any notes or bonds or any issue of them may contain provisions, which shall be a part of the contract or contracts with the bond or noteholders as to:

  (1) pledging, mortgaging, or granting a security interest in any real or personal property and all or any part of the revenues of the Authority, of any project, or any revenue producing contract made by the Authority with any person to secure the payment of the notes or bonds or of any issue of them subject to such agreements with noteholders or bondholders as may then exist;

  (2) the custody, collection securing, investment, and payment of any revenues, assets, money, funds, or property with respect to which the Authority may have any rights or interest;

  (3) the rates or charges for electric energy sold by, or services rendered by, the Authority, the amount to be raised by the rates or charges, and the use and disposition of any or all revenue;

  (4) the setting aside of reserves or sinking funds and their regulation and disposition;

  (5) limitations on the purpose to which the proceeds of sale of notes or bonds may be applied and pledging the proceeds to secure the payment of the notes or bonds or of any issue of them;

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

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

  (8) vesting in a trustee or trustees, within or outside the State, such property, rights, powers, and duties in trust as the Authority may determine, which may include any or all of the rights, powers, and duties of the trustee appointed by the bondholders pursuant to this chapter and limiting or abrogating the right of the bondholders to appoint a trustee under this chapter or limiting the rights, powers, and duties of the trustee;

  (9) defining the acts or omissions to act which shall constitute a default in the obligations and duties of the Authority to the holders of the notes or bonds and providing for the rights and remedies of the holders of the notes or bonds in the event of such default, including as a matter of right the appointment of a receiver; provided, however, that the rights and remedies shall not be inconsistent with the general laws of the State and other provisions of this chapter; and

  (10) any other matters, of like or different character, which in any way affect the security or protection of the holders of the notes or bonds.

  (c) Any pledge made by the Authority shall be valid and binding from the time when the pledge is made; the revenues, monies, or property so pledged and thereafter received by the Authority shall immediately be subject to the lien of the pledge without any physical delivery of it or further act. That pledge shall be valid and binding as against all parties having claims of any kind in tort, contract, or otherwise against the Authority, irrespective of whether those parties have notice of it.

  (d) Neither the directors nor executive officers of the Authority nor any other person executing the notes or bonds shall be subject to any personal liability or accountability by reason of the issuance of the notes or bonds.

  (e) The Authority, subject to whatever agreement with noteholders or bondholders as may then exist, shall have power out of any funds available for that purpose to purchase notes or bonds of the Authority, which shall then be cancelled, at a price not exceeding:

  (1) if the notes or bonds are then redeemable, the redemption price then applicable plus accrued interest to the next interest payment on them; or

  (2) if the notes or bonds are not then redeemable, the redemption price applicable on the first date after the purchase upon which the notes or bonds become subject to redemption plus accrued interest to that date.

  (f) In the discretion of the Authority, the notes or bonds may be secured by a trust indenture by and between the Authority and a corporate trustee, which may be any trust company or bank having the power of a trust company within or outside the State. The trust indenture may contain such provisions for protecting and enforcing the rights and remedies of the noteholders or bondholders as may be reasonable and proper and not in violation of law, including covenants setting forth the duties of the Authority in relation to the exercise of its corporate powers and the custody, safeguarding, and application of all monies. The Authority may provide by the trust indenture for the payment of the proceeds of the notes or bonds and the revenues to the trustee under the trust indenture or other depository, and for the method of disbursement, with such safeguards and restrictions as it may determine. All expenses incurred in carrying out the trust indenture may be treated as a part of the operating expenses of the Authority. If the notes or bonds shall be secured by a trust indenture, the noteholders and bondholders shall have no authority to appoint a separate trustee to represent them.

  (g) Any law to the contrary notwithstanding, a bond or note issued under this chapter is fully negotiable for all purposes of 9A V.S.A. § 1—101 et seq., and each holder or owner of a bond or note, or of any coupon appurtenant to a bond or note, by accepting the bond or note or coupon shall be conclusively deemed to have agreed that the bond, note, or coupon is fully negotiable for those purposes.

  (h) Any provision of this chapter or of any other law or any recitals in any bonds or notes issued under this chapter to the contrary notwithstanding, all bonds, notes, and interest coupons appertaining to them issued by the Authority shall have and are hereby declared to have all the qualities and incidents, including negotiability, of investment securities under 9A V.S.A. § 1—101 et seq., but no provision of those sections respecting the filing of a financing statement to perfect a security interest shall be applicable to any pledge made or security interest created in connection with the issuance of the bonds, notes, or coupons.

  (i) In the case any of the directors or executive officers of the Authority whose signatures appear on any notes or bonds or coupons shall cease to be directors or executive officers before the delivery of such notes or bonds, the signatures shall, nevertheless, be valid and sufficient for all purposes, the same as if those directors or executive officers had remained in office until that delivery. (Added 1979, No. 78, § 3; amended 2009, No. 78 (Adj. Sess.), § 42, eff. April 15, 2010; 2019, No. 81, § 3.)

• § 5032. Refunding obligations; issuance

  The Authority may provide for the issuance of refunding obligations for the purpose of refunding any obligations then outstanding which have been issued under the provisions of this chapter, including the payment of any redemption premium on them and any interest accrued or to accrue to the date of redemption of those obligations and for any corporate purpose of the Authority. The issuance of the obligations, the maturities and other details pertaining to them, the rights of their holders, and the rights, duties, and obligations of the Authority in respect to them shall be governed by the provisions of this chapter which relate to the issuance of obligations, insofar as those provisions may be appropriate. (Added 1979, No. 78, § 3.)

• § 5033. Refunding obligations; sale

  Refunding obligations issued as provided in section 5032 of this title may be sold or exchanged for outstanding obligations issued under this chapter and, if sold, the proceeds from them may be applied, in addition to any other authorized purposes, to the purchase, redemption, or payment of those outstanding obligations. Pending the application of the proceeds of any refunding obligations, with any other available funds, to the payment of the principal, accrued interest, and any redemption premium on the obligations being refunded, and, if so provided or permitted in the resolution authorizing the issuance of such refunding obligations or in the trust agreement securing them to the payment of any interest on refunding obligations and any expenses in connection with refunding, such proceeds may be invested as specified in the resolution authorizing the obligations to be refunded or the trust agreement securing them. These investments shall mature or shall be subject to redemption by their holders, at the option of the holders, not later than the respective dates when the proceeds, together with the interest accruing on them, will be required for the purposes intended. (Added 1979, No. 78, § 3.)

• § 5034. Remedies of bondholders and noteholders

  (a) In the event that the Authority defaults in the payment of principal or of interest on any bonds or notes issued under this chapter after they become due, whether at maturity or upon call for redemption, and the default continues for a period of 30 days, or in the event that the Authority fails or refuses to comply with the provisions of this chapter, or defaults in any agreement made with the holders of an issue of bonds or notes of the Authority, the holders of 25 percent in aggregate principal amount of the bonds or notes of such issue then outstanding, by instrument or instruments filed in the office of the Secretary of State and proved or acknowledged in the same manner as a deed to be recorded, may appoint a trustee to represent the holders of those bonds or notes for the purposes herein provided.

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

  (1) enforce all rights of the bondholders or noteholders, including the right to require the Authority to fix and collect rates, fees, and charges relating to projects or other obligations held by it adequate to carry out any agreement as to, or pledge of, the revenues of the Authority, and to require the Authority to carry out any other agreements with the holders of the bonds or notes and to perform its duties under this chapter;

  (2) enforce all rights of the bondholders or noteholders, including the right to take possession and control of the business and properties of the Authority, to operate and maintain the same, to make any necessary repairs, renewals, and replacements to them, and to fix, revise, and collect fees and charges, so as to carry out any contract as to, or pledge of revenues, and to require the Authority to carry out and perform the terms of any contract with the holders of the bonds or notes or its duties under this chapter;

  (3) bring suit upon all or any part of the bonds or notes;

  (4) by action or suit, require the Authority to account as if it were the trustee of an express trust for the holders of the bonds or notes;

  (5) by action or suit, enjoin any acts or things which may be unlawful or in violation of the rights of the holders of the bonds or notes;

  (6) declare all bonds or notes due and payable, and, if all defaults shall be made good, then with the consent of the holders of 25 percent of the principal amount of the bonds or notes then outstanding to annul the declaration and its consequences.

  (c) The trustee shall in addition to the foregoing have and possess all the powers necessary or appropriate for the exercise of any functions specifically set forth in this chapter or incident to the general representation of bondholders or noteholders in the enforcement and protection of their rights.

  (d) Before declaring the principal of bonds or notes due and payable, the trustee shall first give 30 days’ notice in writing to the Governor, to the Authority, and to the Attorney General of the State.

  (e) The Superior Court shall have jurisdiction of any suit, action, or proceeding by the trustee on behalf of bondholders or noteholders. (Added 1979, No. 78, § 3.)

• § 5035. Pledge of the State

  The State does hereby pledge to and agree with the holders of the notes and bonds issued under this chapter that the State will not limit or restrict the rights hereby vested in the Authority to perform its obligations and to fulfill the terms of any agreement made with the holders of its bonds or notes. Neither will the State in any way impair the rights and remedies of the holders until the notes and bonds, together with interest on them, and interest on any unpaid installments of interest, are fully met, paid, and discharged. The Authority is authorized to execute this pledge and agreement of the State in any agreement with the holders of the notes or bonds. (Added 1979, No. 78, § 3.)

• § 5036. Credit of State and members of Authority not pledged

  Obligations issued under the provisions of this chapter shall not be deemed to constitute a debt or liability or obligation of the State or of any political subdivision of it or of any member of the Authority, nor shall it be deemed to constitute a pledge of the faith and credit of the State or of any political subdivision or of any member of the Authority, but shall be payable solely from the revenues or assets of the Authority. Each obligation issued by the Authority shall contain on its face a statement to the effect that the Authority shall not be obligated to pay the same nor the interest on it except from the revenues or assets pledged for those purposes and that neither the faith and credit nor the taxing power of the State or of any political subdivision of it or of any member of the Authority is pledged to the payment of the principal of or the interest on these obligations. (Added 1979, No. 78, § 3.)

• § 5037. Notes and bonds as legal investments

  Notwithstanding any other law, the State and all public officers, governmental units, and agencies of the State, all banks, trust companies, savings banks and institutions, building and loan associations, savings and loan associations, investment companies, and other persons carrying on a banking business, all insurance companies, insurance associations, and other persons carrying on an insurance business, all credit unions, and all executors, administrators, guardians, trustees, and other fiduciaries may legally invest any sinking funds, monies, or other funds belonging to them or within their control in any bonds or notes issued under this chapter, and the bonds or notes are authorized security for any and all public deposits. (Added 1979, No. 78, § 3.)

• § 5038. Annual reports; audit

  (a) On or before the last day of January in each year, the Authority shall submit a report of its activities for the preceding calendar year to the Governor, the Public Utility Commission, and the General Assembly. Each report shall set forth a complete operating and financial statement covering its operations during the year, and shall contain a full and complete statement of the Authority’s anticipated budget and operations for the ensuing year. The provisions of 2 V.S.A. § 20(d) (expiration of required reports) shall not apply to the report to be made under this subsection. The Authority shall cause an audit of its books and accounts to be made at least once in each year by certified public accountants; the cost shall be considered an expense of the Authority and copies shall be filed with the State Treasurer and the Public Utility Commission.

  (b) The Auditor of Accounts of the State and his or her duly authorized representatives may at any time examine the accounts and books of the Authority including its receipts, disbursements, contracts, sinking funds, investments, and any other matters relating to its financial statements. (Added 1979, No. 78, § 3; amended 2013, No. 142 (Adj. Sess.), § 51.)

• § 5039. Liberal construction

  Neither this chapter nor anything contained in this chapter is or shall be construed as a restriction or limitation upon any powers which the Authority might otherwise have under any laws of this State, and this chapter is cumulative to any such powers. This chapter does and shall be construed to provide a complete, additional, and alternative method for the doing of the things authorized by it and shall be regarded as supplemental and additional to powers conferred by other laws. (Added 1979, No. 78, § 3.)

• § 5040. Public Utility Commission jurisdiction

  Notwithstanding any other provision of this chapter, the Authority shall be subject to the regulatory jurisdiction of the Public Utility Commission, insofar as provided in this title. (Added 1979, No. 78, § 3.)

• § 5041. Inconsistent provisions in other laws superseded

  Insofar as the provisions of this chapter are inconsistent with the provisions of any special act or any municipal charter, the provisions of this chapter shall be controlling. (Added 1979, No. 78, § 3.)