§ 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.)