Substitute Senate Bill No. 1240

Special Act No. 01-10

AN ACT TO PERMIT THE BRISTOL RESOURCE RECOVERY FACILITY OPERATING COMMITTEE TO FINANCE PROJECTS AND REFUND PREVIOUSLY ISSUED BONDS.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Section 1 of special act 92-25 is amended to read as follows:

As used in [this act] special act 92-25, as amended by this act, and section 8 of this act:

(1) "Bonds" means bonds, notes or other obligations, including, but not limited to, refunding bonds.

(2) "Inter-community agreement" means the agreement dated as of August 1, 1985, by and among the towns and cities of Bristol and New Britain and the towns of Berlin, Burlington, Plainville, Plymouth, Southington and Washington, as such agreement has been amended to include the towns of Wolcott, Warren, Hartland, Branford, Seymour and Prospect and as such agreement may be further amended from time to time.

(3) "Original bonds" means the seventy-three million five hundred twenty thousand dollars face amount of Connecticut Development Authority Solid Waste and Electric Revenue Bonds, Ogden Martin Systems of Bristol, Inc. Project -1985 Series, issued September 18, 1985.

(4) "Original project agreements" means all agreements or contracts and amendments thereto entered into with respect to the issuance of the original bonds and the security therefor, including, but not limited to, the loan agreement, security agreement, service agreement, project agreement, inter-community agreement, reimbursement agreement and guarantee.

(5) "Project" means activities required to provide services to the municipalities of the committee that include, but are not limited to, (A) the mass burn solid waste disposal, electric power generating and resource recovery facility in the city of Bristol, financed by the original bonds including any additions, renovations or other improvements thereto, (B) any landfill project, or (C) any solid waste disposal and resource recovery facility, including any electric power generating facility in connection therewith, or recycling facility, as defined in chapter 446d, or any plant, works, system or component of such a facility, equipment, machinery or other element of such a facility, or any part of such a facility, that the committee or other person or entity designated by the committee plans, designs, finances, constructs, manages, operates or maintains, including real estate and improvements thereto and the extension or provision of utilities and other appurtenant facilities deemed necessary by the committee for the operation of the facility or a portion of the facility, including all property rights, easements and interests required and any additions, renovations or other improvements thereto.

(6) "Refunding bonds" means bonds issued pursuant to this act to refinance the project and to finance related cost of such refinancing and to refinance any bonds issued by the committee.

(7) "Committee" means the resource recovery operating committee created pursuant to [section 22a-221(c)] subsection (c) of section 22a-221 and the inter-community agreement.

(8) "Landfill project" means activities required to provide landfill services to the municipalities of the committee that include, but are not limited to, the planning, acquiring, constructing, closing or expanding the city of Bristol landfill; providing a new landfill or access to a new landfill in any location; the payment of engineering and consulting fees; site preparation; wetlands replication; storm water management; landfill capping; monitoring, acquisition or transfer of real property or interests therein; providing gas control mechanisms, equipment, landscaping and all necessary and appropriate appurtenances thereto or the financing of costs, including, but not limited to, legal, printing, administrative, financing and related costs or the committee's share of such costs pursuant to an agreement to provide, develop or operate a landfill and share costs with other entities in connection with the landfill project.

Sec. 2. Section 2 of special act 92-25 is amended to read as follows:

(a) The committee is authorized to issue (1) refunding bonds to refinance all or any portion of the outstanding original bonds, [including costs] (2) bonds to finance a project, and (3) refunding bonds. Such bonds may include the cost of issuance, debt service reserve, interest on the [refunding] bonds for a period not to exceed five years, credit enhancement, call premium, fees and costs associated with any contract entered into by the committee pursuant to this section and notice of redemption of the original or prior bonds, and in connection therewith to enter into [agreements for the purpose of moderating interest rate fluctuations, including investment contracts, funding agreements] forward purchase agreements and agreements to issue bonds at a future date. The committee shall not issue any bonds in amounts which would cause the total amount of bonds issued by the committee and outstanding at any time to exceed one hundred million dollars. Bonds shall not be considered outstanding to the extent they are payable from funds deposited in escrow in an amount sufficient, together with the investment earnings thereon which are to be retained in said escrow, to provide for the payment when due of the principal of and interest and any redemption premium on such bonds. The bonds shall not be indebtedness of the municipalities which are parties to the inter-community agreement, and no such municipality shall be obligated to pay such bonds, directly or indirectly, unless the municipality approves such obligation in accordance with the provisions of the inter-community agreement.

(b) In connection with or incidental to the carrying of bonds or in connection with or incidental to the issuance of bonds, the committee may enter into such contracts as it may determine to be necessary or appropriate to place the obligations of the committee, as represented by the bonds, in whole or in part, on such interest rate or cash flow basis as the committee may determine, including, but not limited to, interest rate swap agreements, insurance agreements, forward payment conversion [and forward purchase agreements, agreements to issue bonds at a future date, future] agreements, futures contracts, contracts providing for payments based on levels of or changes in interest rates, or market indices, contracts to [exchange cash flows or a series of payments, contracts] manage interest rate risk, including without limitation, [credit facilities authorized pursuant to section 7-370b of the general statutes, remarketing, options, puts or calls to hedge payment, rate, spread or similar exposure] interest rate floors or caps, options, puts, calls and similar arrangements. Such contracts shall contain such payment, security, default, remedy and other terms and conditions as the committee may deem appropriate and shall be entered into with such party or parties as the committee may select, after giving due consideration, where applicable, to the creditworthiness of the counter party or counter parties, including any rating by a nationally recognized rating agency, the impact on any rating of any outstanding bonds or any other criteria as the committee may deem appropriate, provided the long-term obligations of the counter party is rated the same or higher than the underlying rating of the committee on the applicable bonds by at least one nationally recognized rating agency. The committee may pledge the collateral that secures the applicable bonds or notes to the committee's payment obligations under any agreement entered into pursuant to this section. As part of a contract between the committee and the parties to any agreement entered into pursuant to this section appropriation of all amounts necessary for the punctual payment of the obligations of the committee under such agreement is hereby made and the committee shall pay such amounts as the same become due.

(c) The committee may obtain from a commercial bank or an insurance company authorized to do business within or without this state a letter of credit, line of credit or other liquidity facility or credit facility for the purpose of providing funds for the payment in respect of bonds required by the holder thereof to be redeemed or repurchased prior to maturity or for providing additional security for such bonds. In connection therewith, the committee may enter into reimbursement agreements, remarketing agreements, standby bond purchase agreements or any other necessary or appropriate agreements. The committee may pledge the collateral that secures the applicable bonds for the committee's payment obligations under any agreement entered into pursuant to this section. As part of the contract between the committee and the parties to any agreement entered into pursuant to this section, appropriation of all amounts necessary for the punctual payment of the obligations of the committee under such agreement is hereby made and the committee shall pay such amounts as the same become due.

(d) Any pledge of collateral made pursuant to this section shall be in effect until the obligation for which the pledge is made has been fully paid or terminated, or provision has been made for such payment. Any such pledge shall be valid and binding from the time when the pledge is made; moneys or rents so pledged and thereafter received by the committee shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act; and the lien of any such pledge shall be valid and binding as against parties having claims of any kind in tort, contract, or otherwise, against the committee, irrespective of whether such parties have notice of such lien. Neither the resolution, trust indenture pledge or security agreement nor any other instrument by which a pledge is created need be recorded.

Sec. 3. Section 3 of special act 92-25, as amended by section 9 of special act 93-40, is amended to read as follows:

The principal of and interest on [refunding] bonds issued by the committee, and any agreement as set forth in section 2 of special act 92-25, as amended by this act, may be secured by a pledge of any revenues and receipts of the committee derived from the project and may be additionally secured by the assignment of a lease of the project or by an assignment of the revenues and receipts derived by the committee from any such lease. The payment of principal and interest on such [refunding] bonds may be additionally secured by a pledge of any other property, revenues, moneys or funds available to the committee for such purpose. The resolution authorizing the issuance of [refunding] bonds and any such lease may contain or authorize agreements and provisions respecting (1) the establishment of reserves to secure such [refunding] bonds, (2) the maintenance and insurance of the project covered thereby, (3) the fixing and collection of rents for any portion thereof leased by the committee to others, (4) the creation and maintenance of special funds from such revenues, (5) the rights and remedies available in the event of default, (6) provision for a trust agreement by and between the committee and a corporate trustee or trustees which may be any trust company or bank having the powers of a trust company within or without the state, which agreement may provide for the pledge or assigning of any assets or income from assets to which or in which the committee has rights or interest, the vesting in such trustee or trustees of such property, rights, powers and duties in trust as the committee may determine, which may include any or all of the rights, powers and duties of any trustee appointed by the holders of any [refunding] bonds and limiting or abrogating the right of the holders of any [refunding] bonds to appoint a trustee or limiting rights, powers and duties of such trustee, and may further provide for such other rights and remedies exercisable by the trustee as may be proper for the protection of the holders of any [refunding] bonds and not otherwise in violation of law. Such trust agreement may provide for the restriction of rights of any individual holder of [refunding] bonds of the committee and may contain any provisions which are reasonable to delineate further the respective rights, due safeguards, responsibilities and liabilities of the committee, persons and collective holders of [refunding] bonds of the committee and the trustee, (7) covenants to do or refrain from doing acts and things as may be necessary or convenient or desirable in order to better secure [refunding] bonds of the committee, or which, in the discretion of the committee, will tend to make any [refunding] bonds to be issued more marketable, notwithstanding that such covenants or things may not be enumerated in this act, [;] and (8) any other matters of like or different character, which in any way affect the security or protection of the [refunding] bonds, all as the committee shall deem advisable and not in conflict with the provisions of this act. Each pledge, agreement or assignment of lease made for the benefit or security of any [refunding] bonds of the committee shall be in effect until the principal of and interest on the [refunding] bonds for the benefit of which the same were made have been fully paid, or until provision has been made for the payment in the manner provided in the resolution or resolutions authorizing the issuance. Any pledge made in respect of such [refunding] bonds shall be valid and binding from the time when the pledge is made; moneys or rents so pledged and thereafter received by the committee shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act; and the lien of any such pledge shall be valid and binding as against parties having claims of any kind in tort, contract or otherwise against the committee, irrespective of whether such parties have notice thereof. Neither the resolution, trust indenture nor any other instrument by which a pledge is created need be recorded. The committee may, without further approval of the legislative bodies of the municipalities which are parties to the original project agreements, assign, amend, reaffirm, or terminate any or all of such original project agreements to secure the [refunding] bonds and exercise the powers set forth in this act by vote taken in accordance with the inter-community agreement. The resolution authorizing the issuance of such [refunding] bonds may provide for the enforcement of any such pledge or security in any lawful manner.

Sec. 4. Section 4 of special act 92-25, as amended by section 12 of special act 93-40, is amended to read as follows:

The exercise of the powers granted by this act constitutes the performance of an essential governmental function and the committee shall not be required to pay any taxes or assessments upon or in respect of [the] any project, or any property or moneys of the committee, levied by any municipality or political subdivision or special district having taxing powers of the state, nor shall the committee be required to pay state taxes of any kind, and the committee, its projects, property and money and any [refunding] bonds issued under the provisions of this act, their transfer and the income therefrom, including revenues derived from the sale thereof, shall at all times be free from taxation of every kind by the state except for estate or succession taxes and by the municipalities and all other political subdivisions or special districts having taxing powers of the state, provided nothing herein shall prevent the committee from entering into agreements to make payments in lieu of taxes with respect to property acquired by it or by any person leasing a project from the committee or operating or managing a project on behalf of the committee and neither the committee nor its projects, properties, money or [refunding] bonds shall be obligated, liable or subject to lien of any kind for enforcement, collection or payment thereof. If and to the extent the proceedings under which the [refunding] bonds authorized to be issued under the provisions of this act so provide, the committee may agree to cooperate with the lessee or operator of the project in connection with any administrative or judicial proceedings for determining the validity or amount of such payment and may agree to appoint or designate and reserve the right in and for such lessees or operators to take all action which the committee may lawfully take in respect of such payments and all matters relating thereto, and such agreement may provide such lessee or operator shall bear and pay costs and expenses of the committee thereby incurred at the request of such lessee or operator or by reason of any such action taken by such lessee or operator in behalf of the committee. Any lessee or operator of a project which has paid the amounts in lieu of taxes permitted by this section to be paid shall not be required to pay any such taxes in which a payment in lieu thereof has been made to the state or to any such municipality or other political subdivision or special district having taxing powers, any other statutes to the contrary notwithstanding.

Sec. 5. Section 5 of special act 92-25, as amended by section 10 of special act 93-40, is amended to read as follows:

(a) The [refunding] bonds may be issued in one or more series in such aggregate principal amounts and bearing rate or rates of interest, be executed by manual or facsimile signatures, be issued as term bonds with mandatory deposit of sinking fund payments, at par, a discount or an original issue discount, with or without redemption provisions, with principal and interest payments at such times and in such amounts, be sold at public sale or by negotiation at such price or prices and at such time or times, and contain and be issued in accordance with such other terms, details and particulars as determined by the committee, or delegated by the committee to such committee members as it shall determine.

(b) Any proceeds derived from the sale of the [refunding] bonds, and revenues, receipts and income pledged to the [refunding] bonds, or from the project, may be invested and reinvested in such obligations, securities or other investments that are legal investments for the state, and in such obligations, securities, and other investments, including time deposits or certificates of deposit, as shall be provided in the resolution or resolutions authorizing the issuance of the [refunding] bonds.

(c) Whether or not the [refunding] bonds are of such form and character as to be negotiable instruments under article eight of title 42a of the general statutes, the [refunding] bonds shall be and are hereby made negotiable instruments within the meaning of and for all the purposes of article eight of said title 42a, subject only to the provisions of the [refunding] bonds for registration.

(d) The committee may provide in any resolution authorizing the issuance of [refunding] bonds for the time and manner of and requisites for disbursements to be made with respect to such bonds.

(e) The committee is further authorized and empowered to issue [refunding] bonds under this act the interest on which may be includable in the gross income of the holder or holders thereof under the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended.

Sec. 6. Section 6 of special act 92-25 is amended to read as follows:

[Refunding bonds] Bonds issued by the committee under the provisions of this act are hereby made securities in which all public officers and public bodies of the state and its political subdivisions, all insurance companies, credit unions, building and loan associations, investment companies, savings banks, banking associations, trust companies, executors, administrators, trustees and other fiduciaries and pension, profit-sharing and retirement funds may properly and legally invest funds, including capital in their control or belonging to them. Such [refunding] bonds are hereby made securities which may properly and legally be deposited with and received by any state or municipal officer or any agency or municipality of the state for any purpose for which the deposit of bonds or obligations of the state is now or may hereafter be authorized by law.

Sec. 7. Section 11 of special act 93-40 is amended to read as follows:

Bonds of the committee issued pursuant to special act 92-25, as amended by this act, shall not be deemed to constitute a debt or liability of the state or of any municipality thereof or a pledge of the faith and credit of the state or of any such municipality, and shall not constitute bonds or notes issued or guaranteed by the state within the meaning of section 3-21 of the general statutes, but shall be payable solely from the revenues and funds herein provided therefor. All such bonds shall contain on the face thereof a statement to the effect that neither the state of Connecticut nor any municipality thereof other than the committee shall be obligated to pay the same or the interest thereon and that neither the faith and credit nor the taxing power of the state of Connecticut or of any such municipality is pledged to the payment of the principal of or the interest on such [refunding] bonds.

Sec. 8. In the performance of its duties and purposes under the inter-community agreement, the committee is granted the powers afforded to municipal or regional resource recovery authorities under subsection (a) of section 7-273bb of the general statutes in addition to any other powers it may otherwise have under the general statutes or any public or special act. It is the intention of this act that the committee shall be granted all powers necessary to fulfill the purposes of this act and to carry out its responsibilities and that the provisions of this act are to be construed liberally.

Sec. 9. Sections 1 to 8, inclusive, of special act 93-40 are repealed.

Approved July 6, 2001