Chapter 82

12 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 1 CHAPTER 82 GUAM STREETLIGHT AUTHORITY 2014 NOTE: Entire Chapter 82 added by P.L. 32-153:2 (May 21, 2 014). Article 1. General Provisions. Article 2. Guam Streetlight Authority Revenue Bonds . ARTICLE 1 GENERAL PROVISIONS § 82101. Short Title. § 82102. Definitions. § 82103. Guam Streetlight Authority. § 82104. Purpose of the Authority. § 82105. Powers of the Authority. § 82106. Governance of the Authority. § 82107. Officers of the Authority. § 82108. Chapter to be Liberally Construed . § 82101. Short Title. This Chapter may be cited as the Guam Streetlight A uthority Act. § 82102. Definitions. As used in this Chapter, the following words and ph rases are defined to mean: (a) Authority means the Guam Streetlight Authority. (b) Board means the governing board of the Authorit y. (c) Bond means bonds, notes or other evidences of indebtedness of the Authority, issued by the Author ity pursuant to this Chapter § 82103. Guam Streetlight Authority. There is hereby created a public corporation to be known as the Guam Streetlight Authority with functions, powers a nd responsibilities as hereinafter provided.

r § 82103. Guam Streetlight Authority. There is hereby created a public corporation to be known as the Guam Streetlight Authority with functions, powers a nd responsibilities as hereinafter provided. The principal office of th e Authority shall be located in Guam, and the Authority shall be deemed to be a resident of Guam. COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 2 § 82104. Purpose of the Authority. The Authority is created with the limited and sole purpose of facilitation of the replacement and conversion of e xisting streetlights by financing, procuring, and installing new LED street lights for Guam’s public streets and highways. § 82105. Powers of the Authority. The Authority shall have and exercise each and all of the following powers, but only to the extent necessary or desirab le in furtherance of its corporate purpose: (a) To issue, sell or dispose of revenue bonds and other obligations from time to time under such terms and conditions as I Liheslaturan Guåhan (the Guam Legislature), by appropriate legislation, may prescribe. The proceeds of such bo nds and obligations shall be used solely to finance the acq uisition and installation of LED

slaturan Guåhan (the Guam Legislature), by appropriate legislation, may prescribe. The proceeds of such bo nds and obligations shall be used solely to finance the acq uisition and installation of LED streetlights for Guam’s public thoroughfares. (b) To have perpetual succession, unless sooner ter minated by law. (c) To adopt, alter and use a corporate seal. (d) To establish its internal organization and mana gement and adopt, amend and repeal bylaws and other resolution s and directives governing the conduct of its business, and the perf ormance of the powers and duties granted to or imposed upon it by law. (e) To enter into contracts and execute all instrum ents necessary or convenient in the exercise of its powe rs and sue and be sued in its corporate name. (f) To determine the character of and the necessity for its obligations and expenditures and the manner in whic h they shall be incurred, allowed and paid. (g) To settle and adjust claims held by it against other persons or parties and by other persons or parties against the Authority. (h) To acquire in accordance with Chapter 5 of Titl e 5 of the Government Code Annotated, any tangible personal pr operty and to hold,

r parties and by other persons or parties against the Authority. (h) To acquire in accordance with Chapter 5 of Titl e 5 of the Government Code Annotated, any tangible personal pr operty and to hold, maintain, use and operate the same; and to se ll, lease, encumber or otherwise dispose of the same, whenever any of the COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 3 foregoing transactions are deemed necessary or appr opriate to the conduct of the activities authorized by this Chapte r, and on such terms as may be prescribed by the Authority. (i) To acquire, in any lawful manner, any intangibl e personal property, and to hold, maintain, use and operate th e same; and to sell, encumber or otherwise dispose of the same, wh enever any of the foregoing transactions are deemed necessary or appropriate to the conduct of the activities authorized by this Ch apter, and on such terms as may be prescribed by the Authority. (j) To receive and accept from any source, loans, contributions or grants, in either money, property, labor or other things of value, for, or in aid of, the financing o r refinancing of LED streetlights, or for the payment of principal of an d

oans, contributions or grants, in either money, property, labor or other things of value, for, or in aid of, the financing o r refinancing of LED streetlights, or for the payment of principal of an d interest on bonds issued by the Authority. (k) To take such action and carry on any other oper ations and do all that may be necessary or appropriate to carr y out the powers and duties herein or hereafter specifically granted to or imposed upon it. § 82106. Governance of Authority. (a) All functions and powers of the Authority shall be vested in and be exercised by and under the direction of a Bo ard of Directors composed of three (3) members, appointed by the Con solidated Commission on Utilities from among its members. Mem bers of the Board shall serve for a term of four (4) years or t he balance of their terms on the CCU. Members of the Board shall elect a member of the Board to serve as Chairperson. (b) The Board shall be responsible for the manageme nt, administration, policies and direction of the Autho rity and shall exercise supervision through the Administrator. (c) The Board shall meet in regular session at leas t once each month, and in special session as often as it may

direction of the Autho rity and shall exercise supervision through the Administrator. (c) The Board shall meet in regular session at leas t once each month, and in special session as often as it may de em necessary. (d) A majority of the Board shall constitute a quor um for the transaction of business. The Board shall act by the vote of at least two (2) of its members. COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 4 (e) The Directors shall receive no salary for their services on the Board. § 82107. Officers of the Authority. The General Manager of the Guam Power Authority shall serve ex officio as the General Manager of the Authority, and shall be the Chief Executive Officer of the Authority. The General Man ager of the Authority shall be responsible for the day-to-day operations of the Authority. The Chief Financial Officer of the Guam Power Auth ority shall serve ex officio as the Chief Financial Officer of the Authority. T he Chief Financial Officer of the Authority shall have full charge and control of the fiscal, business and accounting operations of t he Authority, subject to the supervision of the Board.

thority. T he Chief Financial Officer of the Authority shall have full charge and control of the fiscal, business and accounting operations of t he Authority, subject to the supervision of the Board. The Secretary of the Guam Power Authority shall se rve ex officio as the Secretary of the Authority, and be appointed by the Board. The Secretary shall have charge of all records and minu tes of the Board. The Chief Financial Officer of the Guam Power Auth ority shall serve ex officio as the Treasurer of the Authority. The Treasurer s hall have custody of all moneys of the Authority and sha ll pay out such money only in accordance with the direction of the Board or as provided in connection with any indebtedness incurred pursua nt to Article 2 of this Chapter. The attorney of the Guam Power Authority shall ser ve ex officio as the attorney of the Authority. The attorney shall a dvise the Board and the General Manager on all legal matters to which the A uthority is a party or in which the Authority is legally interested, and m ay represent the Authority in connection with legal matters before I Liheslatura (the Legislature), boards, and other agencies of the gov ernment of Guam.

h the Authority is legally interested, and m ay represent the Authority in connection with legal matters before I Liheslatura (the Legislature), boards, and other agencies of the gov ernment of Guam. The Attorney General shall represent the Authority in l itigation concerning the affairs of the Authority, provided, that he may delegate this duty to the attorney of the Authority, with respect to such litigation. § 82108. Chapter to be Liberally Construed. This Chapter shall be construed liberally so far a s may be necessary for the purpose of effecting its general intent. Th e declaration of invalidity or nullity of any provision of this Chap ter by a competent court shall not affect the force and validity of the rema ining provisions. COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 5 ARTICLE 2 GUAM STREETLIGHT AUTHORITY REVENUE BONDS § 82201. Additional Definitions. § 82202. Bonds; Power to Issue; Purposes. § 82203. Bonds; Issuance; Authorization by Resoluti on; Indenture Providing Terms and Conditions of Bonds. § 82204. Bonds; Negotiability. § 82205. Covenants with Bondholders. § 82206. Pledge of Revenues; Lien. §82207.

suance; Authorization by Resoluti on; Indenture Providing Terms and Conditions of Bonds. § 82204. Bonds; Negotiability. § 82205. Covenants with Bondholders. § 82206. Pledge of Revenues; Lien. §82207. Nonliability of Members of the Authority or of the Government of Guam. § 82208. Tax Exemptions; Payments in Lieu of Taxes. § 82209. Bonds as Legal Investments and as Security for Performance of any Act. § 82210. Applicability of Other Laws. § 82211. Property of Authority; Exemption from Exec ution or Other Judicial Process. § 82212. Pledge by the Government of Guam. § 82213. Disposition of Funds and Projects. § 82214. Trustee for Authority and Holders of Bonds . § 82215. Duties and Powers of Trustee. § 82216. Issuance and Interchange of Coupon and Re gistered Bonds. § 82217. Redemption of Bonds Prior to Maturity. § 82218. Places of Payment. § 82219. Execution and Authentication of Bonds. § 82220. Dates and Maturities of Bonds. § 82221. Sale of Bonds. § 82222. Validity of Authorization and Issuance of Bonds. § 82223. Tax Exemptions. § 82224. Guam Streetlight Authority Revenue Fund. § 82225. Investment of Money in Funds. § 82226. Appropriation of Money in Funds. § 82227.

thorization and Issuance of Bonds. § 82223. Tax Exemptions. § 82224. Guam Streetlight Authority Revenue Fund. § 82225. Investment of Money in Funds. § 82226. Appropriation of Money in Funds. § 82227. Credit Enhancement. § 82201. Additional Definitions. As used in this Chapter or in any indenture entere d into pursuant thereto, unless a different meaning clearly appears from the context: (a) Authority means the Guam Streetlight Authority. COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 6 (b) Board means the governing board of the Authorit y. (c) Bond means bonds, notes or other evidences of indebtedness of the Authority, issued by the Author ity pursuant to this Chapter. (d) Bondholder or holder of bonds, or any similar t erm, means any person who shall be: (1) the bearer of any outstanding bond or bond regi stered to bearer or not registered; or (2) the registered owner of any such outstanding bo nd or bond which shall at the time be registered other th an to bearer. (e) Cost means: (1) the cost of acquisition, construction, reconstr uction, installation, repair, alteration or improvement of a project; (2) the cost of lands, rights-in-lands, easements,

to bearer. (e) Cost means: (1) the cost of acquisition, construction, reconstr uction, installation, repair, alteration or improvement of a project; (2) the cost of lands, rights-in-lands, easements, privileges, agreements, franchises, utility extensi ons, disposal facilities, access roads, and site development deem ed by the Authority to be necessary or useful and convenient for any project or in connection therewith; (3) discount on bonds, costs of issuance of bonds, engineering and inspection costs, costs of financia l, legal, professional and other estimates and advice; (4) organization, administrative, insurance, guaran tee, operating and other expenses of the Authority or an y person prior to and during any acquisition or construction , and all such expenses of the Authority or any person prior to an d during any acquisition or construction, and all such expenses as may be necessary or incident to the financing, acquisition , construction or completion of any project or part thereof; and (5) such provision for payment or security of princ ipal of or interest on bonds (including reserve for such pu rposes) during or after such acquisition or construction as the Authority may

reof; and (5) such provision for payment or security of princ ipal of or interest on bonds (including reserve for such pu rposes) during or after such acquisition or construction as the Authority may determine. (f) Credit provider means any municipal bond insura nce company, bank or other financial institution or org anization that is COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 7 performing in all material respects its obligations under any credit support arrangements for some or all of the bonds. (g) Credit provider reimbursement agreement means a ny agreement providing for the Authority to repay, fro m revenues, amounts advanced by a credit provider as credit sup port for bonds. (h) Credit support means a policy of insurance, a l etter of credit, a stand-by purchase agreement, revolving cr edit agreement or other credit arrangement pursuant to which a credit provider provides credit or liquidity support with respect t o the payment of interest, principal or the purchase price of any bo nds. (i) Indenture means an agreement pursuant to which bonds are issued, regardless of whether such agreement is expressed in the form of a resolution of the Board or

or the purchase price of any bo nds. (i) Indenture means an agreement pursuant to which bonds are issued, regardless of whether such agreement is expressed in the form of a resolution of the Board or by other instr ument. (j) Organic Act means the Organic Act of Guam, as amended, and in effect on the effective date of thi s Article (Title 48, §1421 et seq. of the United States Code.). (k) Person includes any individual, firm, corporati on, association, partnership, trust, business trust or receiver or trustee or conservator for any thereof, and also includes the United States, Guam, or any public corporation, political subdivis ion, city, county or district or any agency or instrumentality of the United States or of Guam. (l) Project means the acquisition, construction, in stallation, equipping, repair, replacement, alteration or impro vement of energy efficient streetlights for any public thoroughfare in Guam, whether or not in existence or under construction. (m) Revenue means (1) receipts, fees, rentals or other payments to be received on account of lease, mortgage conditional sale or sale, and payments and other income derived from the leas e, sale or other disposition of a

receipts, fees, rentals or other payments to be received on account of lease, mortgage conditional sale or sale, and payments and other income derived from the leas e, sale or other disposition of a project; (2) money in such reserve and insurance funds or accounts or other funds and accounts (and income fr om the investment thereof) established in connection with the issuance of bonds for a project or projects; and COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 8 (3) fees, charges or other money to be received by the Authority with respect to projects and contracts wi th persons related to projects. (n) United States means the United States of Americ a. § 82202. Bonds; Power to Issue; Purposes. The Authority shall have the power to authorize or provide for the issuance of bonds pursuant to this Chapter for the purpose of providing funds to pay or cause to be paid all or any part of the cost of any project or projects, or for the refinancing of any bonds. I t is hereby declared that each project is and shall be a public improvement o r undertaking as that term is used in Section 11 of the Organic Act (§142 3a, Title 48, U.S. Code). § 82203.

any bonds. I t is hereby declared that each project is and shall be a public improvement o r undertaking as that term is used in Section 11 of the Organic Act (§142 3a, Title 48, U.S. Code). § 82203. Bonds; Issuance; Authorization by Resoluti on; Indenture Providing Terms and Conditions of Bonds. (a) By resolution of the Board and approved by I Maga’lahi (the Governor), the Authority shall have the power to in cur indebtedness, borrow money and issue its bonds for the purposes s tated in § 82202 of this Chapter. The Authority may enter into indentur es providing for terms and conditions of the bonds. Except as may ot herwise be expressly provided by the Authority, every issue of its bonds shall be special obligations of the Authority payable solely from th e revenues or money of the Authority specified in the indenture providi ng for its issuance, subject only to any agreement with the holders of p articular bonds pledging any particular revenues or money. Such bon ds shall bear such date or dates, mature at such time or times, bear i nterest at a rate or rates, be in such denominations, be in form, either coupon or registered, carry such conversion or registration privileges,

ch date or dates, mature at such time or times, bear i nterest at a rate or rates, be in such denominations, be in form, either coupon or registered, carry such conversion or registration privileges, have su ch rank or priority be executed in such manner, payable from such source a nd have such terms of redemption (with or without premium) as such ind enture may provide. Bonds of the Authority may be sold by the Authority to public or private sale at such price or prices and under such conditi ons and terms as the Authority shall determine. (b) Every bond shall recite that it is not a genera l indebtedness of the Authority, but rather is a special obligation o f the Authority payable solely from the revenues specified in the indenture providing for its COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 9 issuance. Every bond shall recite that it is not public indebtedness of the Territory as that term is used in § 11 of the Organ ic Act of Guam. § 82204. Bonds; Negotiability. Any provision of any law to the contrary notwithsta nding, any bond or other obligation issued pursuant to this Chapter shall be fully negotiable for all purposes, and each holder or own

gotiability. Any provision of any law to the contrary notwithsta nding, any bond or other obligation issued pursuant to this Chapter shall be fully negotiable for all purposes, and each holder or own er of such a bond or other obligation, or of any coupon appurtenant ther eto, by accepting such bond or coupon shall be conclusively deemed to have agreed that such bond, obligation or coupon is and shall be fully ne gotiable for all purposes, subject in each case to any provisions fo r registration in the bond, obligation or coupon or in the resolution or indenture authorizing its issuance. § 82205. Covenants With Bondholders. In order to secure the payment of such bonds and i n addition to its other powers, an indenture pursuant to which bonds are issued may provide that the Authority shall have power by reso lution to covenant and agree with the several holders of such bonds, a s to: (a) the custody, security, use, expenditure or appl ication of the proceeds of the bonds; (b) the use, regulation, operation, maintenance, in surance or disposition of all or any part of any project or pr ojects; (c) payment of the principal of or interest on the bonds, or any other obligations, and

, regulation, operation, maintenance, in surance or disposition of all or any part of any project or pr ojects; (c) payment of the principal of or interest on the bonds, or any other obligations, and the sources and methods ther eof, the rank or priority of any such bonds or obligations as to any lien or security, or the acceleration of the maturity of any such bon ds or obligations; (d) the use and disposition of any money of the Aut hority, including all revenues or other money derived or to be derived from any project or projects; (e) pledging, setting aside, depositing or trusteei ng all or any part of the proceeds, revenues or other money of th e Authority to secure the payment of the principal of or interest on the bonds or any other obligations and the power and duties of a ny trustee with regard thereto; (f) the setting aside out of the proceeds, revenues or other money of the Authority of reserves and sinking fund s, and the COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 10 source, custody, security, regulation application a nd disposition thereof; (g) the rents, fees or other charges for the use of any project or projects, including any parts

M STREETLIGHT AUTHORITY 10 source, custody, security, regulation application a nd disposition thereof; (g) the rents, fees or other charges for the use of any project or projects, including any parts thereof theretofor e constructed or acquired and any parts, replacements or improvement s thereof thereafter constructed or acquired, and the fixing, establishment, collection and enforcement of the same; (h) limitation on the issuance of additional bonds or any other obligations or on the incurrence of indebtedness of the Authority; (i) vesting in a trustee or trustees, fiscal or esc row agent or agents within or without the Territory such propert y, rights, powers and duties in trust as the Authority may determine and limiting the rights, duties and powers of such trustee or agent; (j) payment of costs or expenses incident to the en forcement of the bonds or of the provisions of the indenture or of any covenant or contract with the holders of the bonds; (k) the procedure, if any, by which the terms of an y covenant or contract with, or duty to, the holders of bonds may be amended or abrogated, the amount of bonds the holders of which must consent thereto, and the manner in which

which the terms of an y covenant or contract with, or duty to, the holders of bonds may be amended or abrogated, the amount of bonds the holders of which must consent thereto, and the manner in which such consent may b e given or evidenced; or (l) any other matter or course of conduct which, by recital in the indenture is declared to further secure the pay ment of the principal of or interest on the bonds. All such provisions of the indenture and all such covenants and agreements shall constitute valid and legally binding contracts betw een the Authority and the several holders of the bonds, regardless of the time of issuance of such bonds, and shall be enforceable by any such holder or holders by appropriate action, suit or proceeding i n any court of competent jurisdiction, or by proceeding in lieu of prerogative writ. § 82206. Pledge of Revenues; Lien. Any pledge of revenues or other money made by the Authority shall be valid and binding from the time when the pledge is made; the revenues or other money so pledged and thereafter r eceived by the Authority shall immediately be subject to the lien of such pledge without COL1031201412 GCA AUTONOMOUS AGENCIES CH.

dge is made; the revenues or other money so pledged and thereafter r eceived by the Authority shall immediately be subject to the lien of such pledge without COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 11 any physical delivery thereof or further act, and t he lien of any such pledge shall be valid and binding as against all pa rties having claims of any kind in tort, contract or otherwise against the Authority, irrespective of whether such parties have notice thereof. Neithe r the indenture nor any other instrument by which a pledge is created n eed be filed or recorded except in the records of the Authority. § 82207. Nonliability of Members of the Authority o r of the Government of Guam. Neither the members of the Authority nor any perso n executing bonds issued pursuant to this Chapter shall be liab le personally on the bonds by reason of the issuance thereof. Bonds or o ther obligations issued by the Authority pursuant to this Chapter sh all not be in any way a debt or liability of the government of Guam or of a ny political subdivision thereof, either legal, moral or otherwi se, and nothing in this Chapter contained shall be construed to authorize t

way a debt or liability of the government of Guam or of a ny political subdivision thereof, either legal, moral or otherwi se, and nothing in this Chapter contained shall be construed to authorize t he Authority to incur any indebtedness on behalf of or in any way to obli gate the government of Guam, and all such bonds shall contain on the fa ce thereof a statement to that effect. § 82208. Tax Exemptions; Payments in Lieu of Taxes. The exercise of the powers granted by this Chapter shall constitute the performance of an essential governmental functi on and the Authority shall not be required to pay any taxes or assessmen ts upon or in respect of a project, or any property or money of the Autho rity, and the Authority, its projects, property and money and any bonds and notes issued under the provisions of this Chapter, their transfer and the income therefrom, including any profit made on the sale th ereof, shall at all times be free from taxation of every kind. Bonds issued p ursuant to the provisions of this Chapter and the interest income therefrom are exempt from taxation in accordance with the provision of t he last sentence of §11 of the Organic Act of Guam (§1423a, Title 48,

o the provisions of this Chapter and the interest income therefrom are exempt from taxation in accordance with the provision of t he last sentence of §11 of the Organic Act of Guam (§1423a, Title 48, U.S. Code). § 82209. Bonds as Legal Investments and as Security for Performance of any Act. Notwithstanding any restriction contained in any o ther law, the government of Guam, its officers, boards, commissio ns, departments or other agencies, all banks, bankers, trust companies , savings banks and institutions, building and loan associations, savin gs and loan COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 12 associations, investment companies and other person s carrying on a banking or investment business, all insurance compa nies, insurance associations and other persons carrying on an insur ance business, and all executors, administrators, guardians, trustees and other fiduciaries, and all other persons whatsoever who now are or may her eafter be authorized to invest in bonds or other obligations of the gove rnment of Guam, may properly and legally invest any sinking funds, mone y or other funds, including capital, belonging to them or within thei r

zed to invest in bonds or other obligations of the gove rnment of Guam, may properly and legally invest any sinking funds, mone y or other funds, including capital, belonging to them or within thei r contract in any bonds or notes issued by the Authority under the provisio ns of this Chapter; and the bonds and notes are made securities which may p roperly and legally be deposited with and received for the performance of any act whenever any evidence of indebtedness of the government of G uam for any purpose for which the deposit of bonds or other obl igations of the government of Guam is now or may hereafter be autho rized by law. § 82210. Applicability of Other Laws. The provisions of this Chapter shall be deemed to provide a complete method for the doing of things authorized thereby and shall be regarded as not in conflict with, or as restrictive of power conferred by any other laws, and the provisions of this Chapter shall be complete authority for the issuance of bonds by the Authorit y, and the provisions of any other laws shall not apply to the issuance o f such bonds; provided, however, that the issuance of bonds by the Authorit y under this Chapter shall be subject to the

orit y, and the provisions of any other laws shall not apply to the issuance o f such bonds; provided, however, that the issuance of bonds by the Authorit y under this Chapter shall be subject to the provisions of §50103(k), Ch apter 50, Title 12, Guam Code Annotated. § 82211. Property of Authority; Exemption From Exec ution or Other Judicial Process. All property of the Authority shall be exempt from levy and sale by virtue of an execution, and no execution or other j udicial process shall issue against the same nor shall any judgment again st the Authority be a charge or lien upon its property; provided, that no thing herein contained shall apply to or limit the rights of the holder of any bonds to pursue any remedy for the enforcement of any pledge of lien gi ven by the Authority on or with respect to any project or any revenues o r other money. § 82212. Pledge by the Government of Guam. COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 13 The government of Guam hereby pledges that while a ny bonds of the Authority issued under this Article remain outs tanding and not fully performed or discharged it shall: (a) maintain the rights, powers and duties of the

m hereby pledges that while a ny bonds of the Authority issued under this Article remain outs tanding and not fully performed or discharged it shall: (a) maintain the rights, powers and duties of the B oard to fulfill the terms of any agreements made with bondh olders in accordance with this Article, and (b) maintain the rights and remedies of bondholders provided in this Article and any indenture. § 82213. Disposition of Funds and Projects. Any balance remaining in any of the funds or accou nts created by this Article or any indenture after payment of all costs, expenses and charges required or authorized to be expended there from, may be allocated and used for such other purposes relating to the project or to the Authority, as the Board may determine, subject to t he limitations and restrictions in any indenture. When the principal o f and interest on bonds of the Authority issued to finance the costs of a p articular project, including any refunding bonds issued to refinance a ll or any part of these bonds, have been fully paid and retired, or when ad equate provisions have been made for their payment and retirement and all other conditions of any resolution, indenture,

a ll or any part of these bonds, have been fully paid and retired, or when ad equate provisions have been made for their payment and retirement and all other conditions of any resolution, indenture, security interest or any other instrument authorizing and securing the bonds have been satisf ied, and any lien created has been released in accordance with the pr ovisions thereof, the Authority is authorized, upon the terms and conditi ons it prescribes, to execute releases, released deeds, reassignments, de eds and conveyances, and to do all things necessary or required to conve y or release its rights, title and interest in the project financed and in a ny other instruments pledged or transferred to secure bonds to the gover nment of Guam or any political subdivision thereof, as their respective interests may appear. § 82214. Trustee for Authority and Holders of Bonds . (a) The Authority, or any agent designated by the A uthority, shall act as trustee for the Authority and the holders of bonds issued hereunder and the Authority may authorize the trustee to act on behalf of the holders of the bonds or any stated percentage there of and to exercise and prosecute on behalf of the

ers of bonds issued hereunder and the Authority may authorize the trustee to act on behalf of the holders of the bonds or any stated percentage there of and to exercise and prosecute on behalf of the holders of the bonds suc h rights and remedies as may be available to the holders. (b) The Authority may provide in an indenture: COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 14 (1) for the deposit of all or any portion of the re venues with the Authority and for the holding thereof by the Au thority in one or more separate funds or accounts in the Guam Streetl ight Authority Revenue Fund; and (2) for the transfer to the trustee of all or any p ortion of the revenues as are provided as security for the bonds and for the holding thereof by the trustee in one or more separ ate funds or accounts. All money in each such fund or account sh all be disbursed only as provided herein and in the indenture. § 82215. Duties and Powers of Trustee. The Authority shall prescribe in any indenture the duties and powers of the trustee with respect to the issuance, authen tication, sale and delivery of the bonds provided for in such indentur e and with respect to the payment

ibe in any indenture the duties and powers of the trustee with respect to the issuance, authen tication, sale and delivery of the bonds provided for in such indentur e and with respect to the payment of principal of and interest on such bo nds, the redemption thereof, the registration and discharge from regist ration thereof and the management of any and all funds provided as securit y therefore. § 82216. Issuance and Interchange of Coupon and Reg istered Bonds. An indenture may provide that bonds may be issued as coupon bonds or as registered bonds and for the interchang e of coupon bonds for registered bonds and registered bonds for coupon bo nds, and may provide that bonds shall be registered as to princi pal only or as to both principal and interest or otherwise as the Authorit y may determine. § 82217. Redemption of Bonds Prior to Maturity. An indenture may provide that bonds may be redeeme d prior to maturity upon such terms, conditions and upon such notice as are stated in the indenture and upon the payment of such premi um as may be fixed by the indenture. § 82218. Places of Payment.

d prior to maturity upon such terms, conditions and upon such notice as are stated in the indenture and upon the payment of such premi um as may be fixed by the indenture. § 82218. Places of Payment. An indenture may provide for the payment of the pr incipal and interest of bonds at any one or more places in Guam or in the United States and in any specified coin or currency of the United States. § 82219. Execution and Authentication of Bonds. An indenture may provide for the execution and aut hentication of bonds by the manual or facsimile signature of any o ne or more officers COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 15 of the Authority and by additional authentication b y endorsement by the manual signature or a signature stamp of any one or more officers of the Authority or of any agent designated by the Authori ty as trustee. If any officer or agent whose signature, countersignature or endorsement appears upon the bonds or coupons ceases to be an o fficer or agent before the delivery of the bonds or coupons, his si gnature, countersignature or endorsement is nevertheless val id and of the same force and effect as if he had remained such officer

fficer or agent before the delivery of the bonds or coupons, his si gnature, countersignature or endorsement is nevertheless val id and of the same force and effect as if he had remained such officer or agent until the delivery of the bonds and coupons. § 82220. Dates and Maturities of Bonds. Bonds shall bear dates prescribed by the Authority in the indenture providing for their issuance. Bonds may be serial b onds, term bonds or sinking fund bonds with such maturities as the inde nture shall specify. No bond by its terms shall mature more than fifty ( 50) years after its date of issuance. § 82221. Sale of Bonds. Bonds authorized to be issued under this Article s hall be sold by the Authority for cash, in accordance with the provisio ns of a resolution providing for such sale adopted by the Board. The b onds may be sold at either public or private sale, and upon such terms and conditions as shall be authorized by the Board, which may provide that the bonds may be sold at less than their par or face value. § 82222. Validity of Authorization and Issuance of Bonds. The validity of the authorization and issuance of any bonds by the Authority is not dependent on nor affected in any w

eir par or face value. § 82222. Validity of Authorization and Issuance of Bonds. The validity of the authorization and issuance of any bonds by the Authority is not dependent on nor affected in any w ay by: (a) proceedings taken by the Authority for the acqu isition, construction or improvement of a project or any par t thereof; (b) any contracts made by the Authority in connecti on with the acquisition, construction or improvement of a p roject or any part thereof; or (c) the failure to complete the project or any part thereof for which bonds are authorized to be issued. § 82223. Tax Exemptions. COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 16 Bonds issued pursuant to the provisions of this Art icle and the interest or income therefrom are exempt from taxation to the ex tent permitted by the provisions of Section 11 of the Organic Act. § 82224. Guam Streetlight Authority Revenue Fund. All revenues received from or on account of projec ts shall be deposited to the credit of the Guam Streetlight Aut hority Revenue Fund, which fund is hereby created. Moneys in the Guam St reetlight Authority Revenue Fund may be used for any of the following p urposes in the

the credit of the Guam Streetlight Aut hority Revenue Fund, which fund is hereby created. Moneys in the Guam St reetlight Authority Revenue Fund may be used for any of the following p urposes in the order of priority set forth in any indenture: (a) to pay principal or interest on any bonds; (b) to pay any amounts due and owing under any cred it provider reimbursement agreement; and (c) for any other purposes of the Authority; all as provided in any indenture or indentures and subject to any rest rictions provided by law or any indenture. § 82225. Investment of Money in Funds. Moneys in the Guam Streetlight Authority Revenue F und may be invested by the Authority and any revenues in any o ther fund or account held by or on behalf of the Authority or its agent may be invested by the Authority or its agent, as the case may be, in any investment authorized by any indenture providing for the issuance of bond s. All interest or other earnings received pursuant to such investment s shall be collected by the Authority or its agent, as the case may be, and shall be deposited to the credit of the fund or account from which suc h interest or other earnings are derived, unless otherwise

l be collected by the Authority or its agent, as the case may be, and shall be deposited to the credit of the fund or account from which suc h interest or other earnings are derived, unless otherwise provided in an indenture. § 82226. Appropriation of Money in Funds. All money in the funds and accounts created by thi s Article or any indenture is hereby appropriated for expenditure in carrying out the purposes herein and therein provided § 82227. Credit Enhancement. The Board has the power and is hereby authorized t o cause the Authority to enter into such contracts or agreement s with such banks, insurance companies or other financial institutions as it determines are necessary or desirable to improve the security and marketability of the COL1031201412 GCA AUTONOMOUS AGENCIES CH. 82 GUAM STREETLIGHT AUTHORITY 17 bonds. Such contracts or agreements may contain an obligation to reimburse, with interest, any such banks, insurance companies or other financial institutions for advances used to pay pri ncipal of or interest on the bonds and to indemnify any such banks, insuranc e companies or other financial institutions for costs and expenses incurred in connection with any such

es used to pay pri ncipal of or interest on the bonds and to indemnify any such banks, insuranc e companies or other financial institutions for costs and expenses incurred in connection with any such advance; provided, that any obligatio n of the Authority under any reimbursement agreement shall be payable solely from revenues. Any reimbursement agreement may include a provisio n that the obligations of the Authority under the agreement sh all be secured by all or by part of revenues; provided that, at the time of execution and delivery of each such agreement, any such provision shall be in compliance with and shall not violate or breach any provision of any indenture then in effect with respect to bonds. --------- COL10312014