Authorization and Approval of Issuance, Terms and

Conditions of Bonds of the Government for the Sole Purpose of Achieving Debt Service Savings. I Maga=lahen Guåhan [Governor of Guam]is authorized to issue on behalf of the government of Guam one or more issues of bonds of the government consisting of refunding bonds, subject to the following requirements, limitations, terms and conditions, which shall apply separately to each such issue of refunding bonds:

(a)The issuance of the refunding bonds shall not cause a violation of the debt limitation provisions of 48 USC 1423a (§11 of the Organic Act of Guam).

(b)All obligations of the government to pay debt service on, and the redemption price of, the prior bonds shall be discharged concurrently with the issuance of the refunding bonds. Thereafter, the prior bonds shall be payable solely from and secured solely by an escrow established for such purpose.

(c)The debt service savings resulting from the issuance of the refunding bonds shall be not less than two percent (2%); provided that such requirement shall not apply to refunding bonds issued to refinance bonds issued pursuant to:

(i)Public Law No. 24-59, as amended, relating to a loan made by the Bank of Guam to the Guam Memorial Hospital Authority and

(ii)Public Law No. 25-72, as amended, relating to a loan made by the Bank of Hawaii to the government of Guam for the purpose of funding the voluntary separation program.

(d)The aggregate amount of scheduled debt service on the refunding bonds in each year to and including the final maturity of the refunding bonds shall be less than or equal to the maximum annual debt service on the prior bonds and the final scheduled maturity date of such refunding bonds shall be not more than five

(5)years after the final scheduled maturity date of the prior bonds. COL1/11/2022 CH. 51 AUTHORIZATION TO REFUND OBLIGATIONS TO ACHIEVE SAVINGS

(e)The refunding bonds shall be payable from and secured by all or any portion of the same source, or sources, of revenues as the prior bonds refunded by the issue and the amounts to be received under any financial contract entered into under § 51105 of this Chapter, and shall not be payable from or secured by any other source, or sources, of revenues, except as may be authorized by statute. Any pledge or lien on revenues or other monies authorized to be granted with respect to the prior bonds refunded by the issue is hereby authorized to be granted with respect to the refunding bonds. If the prior bonds being refunded are general obligations of the government, the refunding bonds shall be general obligations of the government.

(f)If and to the extent that any refunding bonds are not payable from and secured by the revenues of any autonomous agency of the government that were pledged to secure the related prior bonds, but are payable from and secured by a pledge of revenues that would otherwise be deposited in the General Fund, such autonomous agency shall pay to the General Fund on the dates on which any moneys that would otherwise be deposited in the General Fund are applied to pay debt service on such refunding bonds an amount equal to the lesser of

(a)the amount of such moneys so applied to pay debt service and

(b)the amount of such autonomous agency revenues available for such purpose.

(g)The proceeds of the refunding bonds may be used to fund a bond reserve only:

(1)to the extent that moneys from any bond reserve for the prior issue are transferred to the escrow from which the prior bonds will be paid, and

(2)if the prior bonds had no bond reserve, in an amount not greater than maximum annual debt service on the related refunding bonds.

(h)The terms and conditions of the refunding bonds shall be as determined by I Maga=lahen Guåhan [Governor of Guam]by the execution of a certificate or indenture authorizing the issuance of the bonds. The certificate or COL1/11/2022 CH. 51 AUTHORIZATION TO REFUND OBLIGATIONS TO ACHIEVE SAVINGS indenture shall contain terms and conditions that are consistent with this Chapter, and shall include substantially the same additional bond tests, rate covenants and other covenants as were applicable with respect to the prior bonds.

(i)Any refunding bonds authorized by this Chapter shall constitute valid and binding obligations of the government of Guam. All officers charged by law with any duty in the collection of any revenues from which debt service on the issue will be payable shall do every lawful thing necessary to collect the amount necessary for such purpose. The validity of any such bonds shall not be affected by the validity or regularity of any proceedings for the implementation of the capital improvement projects funded by the prior bonds.

(j)Any appropriation of revenues or other moneys made by the statute authorizing the issuance of the prior bonds is hereby continued as an appropriation with respect to the refunding bonds.

(k)Notwithstanding any substantive or procedural provision of Chapter 6, Title 5, Guam Code Annotated, the government of Guam waives immunity from any suit or action in contract on the bonds authorized by this Chapter, but does not waive sovereign immunity as to the personal liability of elected officials and employees of the government of Guam.

(l)The technical form and language of the refunding bonds, including provisions for execution, exchange, transfer, registration, paying agency, lost or mutilated bonds, negotiability, cancellation and other terms, covenants or conditions not inconsistent with this Chapter, and including covenants relating to the collection of revenues, shall be as specified in the certificate or indenture executed by I Maga’lahen Guåhan [Governor of Guam] authorizing the issuance of the refunding bonds. The certificate or indenture may appoint one

(1)or more trustees, or other fiduciaries authorized to receive and hold in trust the proceeds of the bonds and monies relating thereto, to protect the rights of bondholders and to perform such other duties as may be specified in the certificate or indenture. Trustees having COL1/11/2022 CH. 51 AUTHORIZATION TO REFUND OBLIGATIONS TO ACHIEVE SAVINGS possession or custody prior to November 20, 2001 of the trust proceeds from the bond(s) being refunded shall remain as trustees on refunding bonds without going through a new procurement process. I Maga’lahen Guåhan [Governor of Guam] is also authorized to execute, on behalf of the government of Guam, any appropriate agreements, certificates or other instruments relating to the bonds and the sale of the bonds.

(m)I Maga=lahen Guåhan [Governor of Guam] is authorized to enter into such contracts or agreements with such banks, insurance companies or other financial institutions as he determines are necessary or desirable to improve the security and marketability of any issue of bonds authorized by this Chapter. 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 principal of or interest on the issue. Any such reimbursement obligation shall be payable solely from the same sources as debt service on the issue is payable, and any such advance, if necessary, shall be treated as creating a reimbursement obligation issued to refund the issue.

(n)No employee or elected official of the government of Guam shall be individually or personally liable for the payment of any amounts due on any bonds issued under this Chapter, or for any other liability arising in connection with the bonds; provided, however, that nothing in this Chapter shall relieve any employee or elected official from the performance of any ministerial duty required by law.

(o)5 GCA § 50103(k) provides that agencies and instrumentalities of the government of Guam shall issue bonds and other obligations only by means of and through the agency of the GEDA. No issue of bonds authorized by this Chapter shall be sold until the Board of Directors of GEDA has adopted a resolution approving the sale of such issue.

(p)5 GCA § 50103(k) also provides that GEDA shall not sell any bonds without approval by I Liheslaturan Guåhan COL1/11/2022 CH. 51 AUTHORIZATION TO REFUND OBLIGATIONS TO ACHIEVE SAVINGS [Guam Legislature] of the terms and conditions of the issuance of the bonds. I Liheslaturan Guåhan [Guam Legislature] hereby approves the issuance, terms and conditions of the bonds authorized by this Chapter.