(5) “System” means the solid waste management system, now or hereafter existing, owned and/or

operated by the Authority or its contractors, agents or subcontractors, including, but not limited to, landfills (whether closed or open), transfer stations, recycling facilities, collection trucks, appurtenant equipment such as scales, ground water monitoring equipment and pollution control equipment, and administrative facilities supporting the provision of solid waste management services, including facilities for payroll, billing and collections.

(b)Authorization of Issuance of Bonds. I Maga’hågan/Maga’låhen Guåhan is authorized to issue one

(1)or more series of bonds of the government of Guam from time to time as provided in this Section, in an aggregate principal amount not to exceed Thirty Million Dollars ($30,000,000) to finance the construction of a new cell for the Layon Landfill for the benefit of the Guam Solid Waste Authority (Authority), including construction management services and related costs (the Layon Landfill Cell Project), and, in addition, to fund any necessary reserves and pay any expenses incurred in connection with the issuance of such bonds not already included in an existing appropriation for or the regular budget of any government agency or instrumentality or public corporation providing any service in connection with the issuance of such bonds; provided, however, that bonds may not be issued in an amount that would cause a violation of the debt limitation provisions of 48 USC § 1423a (§ 11 of the Organic Act of Guam).

(c)Terms and Conditions Determined by Certificate or Indenture. The terms and conditions of the bonds shall be as determined by I Maga’hågan/Maga’låhen Guåhan by the execution of a certificate or indenture authorizing the issuance of the bonds upon or prior to the issuance of the bonds; provided, however, that such terms and conditions shall be consistent with this Section, and that the bonds shall mature not later than the date twelve and one-half (12.5) years after their date of issuance and such bonds shall bear interest at such rates and be sold for such price or prices as shall result in a yield to the bondholders not exceeding six percent (6.0%) per annum.

(d)Source of and Security for Payment.

(1)The bonds or the Authority’s obligations with respect thereto shall be secured by a first lien pledge of any or all of the Pledged Revenues as may be further specified in the certificate or the indenture described in Subsection

(c)of this Section or an agreement between the Authority and the government. Such pledge made hereunder shall be valid and binding from the time the bonds are issued.

(2)The Pledged Revenues pledged and thereafter received by the government of Guam or by any trustee, depository or custodian shall be deposited in a separate account and shall be immediately subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Authority or such trustee, depository or custodian, irrespective of whether the parties have notice thereof.

(A)The indenture or certificate or agreement by which the bonds are issued or such pledge is created need not be recorded.

(B)Any such pledge shall be a first lien, and shall not be subordinate to any other use of Pledged Revenues.

(3)All bonds issued pursuant to this Section or obligations of the Authority with respect thereto, may be secured by a statutory lien on the Pledged Revenues. CH. 1 OFFICE OF I MAGA’HÅGA/MAGA’LÅHI [THE GOVERNOR]

(A)This lien shall arise automatically without the need for any action or authorization by I Maga’hågan/Maga’låhen Guåhan, the government of Guam, the Authority, or any other person or entity.

(B)Such lien shall be valid and binding from the time such bonds are issued.

(C)The Pledged Revenues shall immediately be subject to such lien, and the lien shall automatically attach to the Pledged Revenues and be effective, binding, and enforceable against the Authority, its successors, assignees, and creditors, and all others asserting rights therein, irrespective of whether those parties have notice of the lien and without the need for any physical delivery, recordation, filing, or further act.

(D)Pledged Revenues that are not required to make payments on the bonds shall automatically, and without the need for any further action, be released from such lien and shall be available for appropriation for any other lawful purpose of the System. The statutory lien described in this Subsection shall not be subject to Division 9 of Title 13, Guam Code Annotated, or any successor statute.

(E)The Pledged Revenues received by the government of Guam or by any trustee, depository or custodian shall be deposited in accordance with the provisions of the applicable indenture.

(4)In addition to the statutory lien provided for in this Subsection, all or any part of the Pledged Revenues may be pledged, if and to the extent determined by I Maga’hågan/Maga’låhen Guåhan, to secure the payment of any bonds or any obligation of the Authority with respect thereto.

(A)Any such pledge shall be valid and binding against all parties in accordance with its terms and have priority against all parties in accordance with its terms from the time the pledge is made, and property so pledged shall immediately be subject to the lien of the pledge without the need for physical delivery, recordation, filing, or other further act.

(B)The pledge shall not be subject to Division 9 of Title 13, Guam Code Annotated or any successor statute.

(C)The indenture or certificate or agreement by which such pledge is created need not be recorded.

(D)All Pledged Revenue so pledged is hereby appropriated for the purpose for which it has been pledged. Indebtedness issued by the government pursuant to this Section and that is payable from Pledged Revenue may not be issued in an amount that would cause a violation of the debt limitation provisions of Section 11 of the Organic Act.

(5)The Authority may contract with the government of Guam for the purposes of effectuating this pledge of Pledged Revenues to secure the bonds or the Authority’s obligations with respect thereto and to agree to other covenants and conditions that may be required to issue the bonds.

(e)Valid and Binding. Such bonds may alternatively or additionally be secured by a pledge by the government of Guam of its full faith and credit for the punctual payment of both principal of and interest on the bonds and covenants that there shall be collected annually in the same manner and at the same time as government revenue for other purposes is collected, such sum as is required to pay the principal of and interest on the bonds, in the event Pledged Revenues are insufficient to support the payment thereof, all as specified in a certificate or an indenture described in Subsection

(c)hereof. CH. 1 OFFICE OF I MAGA’HÅGA/MAGA’LÅHI [THE GOVERNOR]

(1)The bonds authorized by this Section shall constitute the valid and binding general and/or limited obligations of the government of Guam, additionally secured by a pledge of the Pledged Revenues described in Subsection

(d)of this Section, all as further specified below in such Subsection.

(2)The government of Guam pledges its full faith and credit for the punctual payment of both principal of and interest on the bonds and covenants that there shall be collected annually in the same manner and at the same time as government revenue for other purposes is collected, such sum as is required to pay the principal of and interest on the bonds.

(3)There are hereby appropriated from the General Fund such sums as may be necessary in each year in addition to the amounts appropriated under Subsection

(f)of this Section to equal the amount of money necessary to pay the principal and interest on such bonds.

(4)All officers charged by law with any duty in the collection of the revenues of the government from which debt service on the bonds will be payable shall do every lawful thing necessary to collect such sum.

(5)The validity of any such bonds shall not be affected by the validity or regularity of any proceedings for the payment of the General Fund expenses paid or to be paid with the proceeds of the bonds.

(f)Appropriation of Revenues. All revenues are hereby appropriated for the purposes of paying the principal and interest on the bonds issued pursuant to this Section. Revenues released from the lien of the indenture or certificate pursuant to which the bonds are issued shall be available for appropriation by I Liheslaturan Guåhan for any other lawful purpose.

(g)[No text]

(1)Additional Bonds. Nothing in this Section shall be construed to prevent the Authority from issuing, after appropriate enabling legislation, other obligations secured by Pledged Revenues on a parity with or subordinate to the bonds or the Authority’s obligations with respect thereto authorized by this Section on such terms as may be provided by the indenture or certificate pursuant to which the bonds are issued.

(2)Nothing in this Section shall be construed to prevent the government of Guam from issuing, after appropriate enabling legislation, other obligations of the government secured by the general obligation of the government on a parity with or subordinate to the bonds authorized by this Section on such terms as may be provided by the indenture or certificate pursuant to which the bonds are issued.

(h)Waiver of Immunity; Submission to Jurisdiction. Notwithstanding any substantive or procedural provision of Chapter 6 of Title 5, Guam Code Annotated, the government of Guam waives immunity from any suit or action in contract on the bonds, but does not waive sovereign immunity as to the personal liability of elected officials and employees of the government of Guam. The government hereby submits to jurisdiction of the Federal District Court for the District of Guam for purposes of any such suit or action in contract on the bonds.

(i)No Personal Liability. 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 Section, or for any other liability arising in connection with the bonds; provided, however, that nothing in this Section shall relieve any employee or elected official from the performance of any ministerial duty required by law.

(j)Form of Bonds; Covenants; Appointment of Fiduciaries. CH. 1 OFFICE OF I MAGA’HÅGA/MAGA’LÅHI [THE GOVERNOR]

(1)The technical form and language of the bonds, including provisions for execution, exchange, transfer, registration, paying agency, lost or mutilated bonds, negotiability, cancellation and other terms or conditions not inconsistent with this Section, including covenants relating to the collection of Pledged Revenues, shall be as specified in the certificate or indenture executed by I Maga’hågan/Maga’låhen Guåhan authorizing the issuance of the bonds.

(2)The certificate or indenture shall appoint one

(1)or more trustees, co-trustees or other fiduciaries authorized to receive and hold in trust the proceeds of the bonds, the Pledged Revenues and other moneys relating thereto, to protect the rights of bondholders and to perform such other duties as may be specified in the indenture. I Maga’hågan/Maga’låhen Guåhan 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 bonds.

(k)Authorization for Credit Enhancement. I Maga’hågan/Maga’låhen Guåhan is authorized to enter into such contracts or agreements with such banks, insurance companies or other financial institutions as she determines are necessary or desirable to improve the security and marketability of the bonds issued under this Section, if and only if such contracts or agreements reduce the cost of the debt by more than the cost of credit enhancement.

(1)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 bonds and to indemnify any such banks, insurance companies or other financial institutions for costs and expenses incurred in connection with any such advance.

(2)Any such reimbursement obligation and any other obligations of the government under such contracts or agreements shall be general obligations of the government of Guam and shall additionally be secured by a pledge of Pledged Revenues, and any such advance, if necessary, shall be treated for Organic Act purposes as creating an obligation issued to refund the bonds.

(l)Use of Proceeds from the Sale of the Bonds. The proceeds from the sale of the bonds shall be used and are hereby appropriated to:

(1)finance the Layon Landfill Cell Project;

(2)establish any necessary reserves in connection with the foregoing project;

(3)pay expenses relating to the authorization, sale and issuance of the bonds, including, without limitation, printing costs, costs of reproducing documents, credit enhancement fees, underwriting, legal, financial advisory and accounting fees and charges, fees paid to banks or other financial institutions providing credit enhancement, costs of credit ratings and other costs, charges and fees in connection with the issuance, sale and delivery of the bonds; and

(4)fund capitalized interest on the bonds for a period not longer than thirty

(30)months from the date of issuance of such bonds.

(m)Permitted Investments. The proceeds of the bonds, and any Pledged Revenues relating to such bonds, may be invested in, but only in, the types of investments permitted by the certificate or indenture pursuant to which such bonds are issued.

(n)Approval by the Guam Economic Development Authority. 12 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 Guam Economic Development Authority (GEDA). No issue of bonds authorized by this Section shall be sold until the Board of Directors of GEDA has adopted a resolution approving the sale of such issue. CH. 1 OFFICE OF I MAGA’HÅGA/MAGA’LÅHI [THE GOVERNOR]

(o)Approval of Voters Not Required. Notwithstanding 17 GCA §§ 17311 and 17312, the issuance of the bonds authorized by this Section shall not be required to be subject to the approval of, or placed before, the voters of Guam.

(p)Alternate Authority for Loan. I Maga’hågan/Maga’låhen Guåhan is authorized to borrow on behalf of the government of Guam as provided in this Subsection from one

(1)or more banks, banking syndicates, commercial lending institutions, or investment funds an amount not to exceed the amount necessary to provide Thirty Million Dollars ($30,000,000) for the purpose of financing the Layon Landfill Cell Project and related costs, including reserves, as a short-term construction loan for a period of not to exceed twentyfour

(24)months, or a long-term loan for a period not to exceed twelve and one-half (12.5) years.

(1)The terms and conditions of any such loan shall be as determined by I Maga’hågan/Maga’låhen Guåhan by the execution of a loan agreement; provided, however, that the loan

(A)shall be subject to prepayment from the proceeds of the bonds authorized by Subsection

(b)of this Section;

(B)may be secured in a substantially similar manner to the bonds authorized by Subsection

(b)of this Section;

(C)shall, if not paid with the proceeds of revenue bonds, have annual principal payments over the five

(5)year period commencing one

(1)year after its funding date; and

(D)shall bear interest at such fixed or variable rate or rates as may be negotiated by I Maga’hågan/Maga’låhen Guåhan in the best interests of the government.

(2)No loan authorized by this Section shall be entered into until the Board of Directors of GEDA has approved the loan by resolution.

(3)The loan shall not be subject to the approval of the voters of Guam.

(4)I Liheslaturan Guåhan, pursuant to 12 GCA § 50103(k), hereby approves a borrowing by the government of Guam for the purposes and in the principal amount authorized by this Section; provided, that the loan is entered into subject to the terms and conditions mandated in this Section.

(q)Approval of Guam Public Utilities Commission Not Required. Notwithstanding 12 GCA § 12106, neither the issuance of the bonds nor the loan authorized by this Section shall be subject to the approval of the Guam Public Utilities Commission.