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Current as of January 02, 2024 | Updated by Findlaw Staff
(a)(1) The authority may issue bonds, without limitation as to amount, for the purpose of financing or refinancing costs associated with the development of transportation facilities.
(2) The bonds must be authorized by resolution of the authority and must be issued in such principal amounts; must be dated; must bear interest at such rate or rates payable at such time or times and at such place or places; must mature at such time or times; must be payable in such medium of payment; and are subject to such terms and conditions, as may be determined by the authority.
(3) The bonds may be made redeemable before maturity at the option of the authority at such price or prices and under such terms and conditions as may be fixed by the authority prior to the issuance of the bonds.
(4) The authority shall determine the form of the bonds, and may provide for interest coupons and the form thereof at such time or in the future, and the manner of execution or authentication of the bonds and coupons, and shall fix the denomination or denominations of the bonds and the place or places of payment of the principal and interest, which may be at any bank or trust company within or without the state.
(5) The authority may issue refunding bonds for the purpose of refunding any bonds then outstanding that were issued under this chapter, including the payment of principal, redemption premium, and accrued interest on the bonds to be refunded, expenses related to the issuance of the refunding bonds, including discount and costs of issuance, and expenses related to the payment of the refunded bonds.
(b) If any member or officer of the authority whose signature or facsimile signature thereof appears on the bonds or coupons ceases to be a member or officer of the authority before the delivery thereof, then the signature or facsimile signature nevertheless is valid and sufficient for all purposes, the same as if the person had remained a member or officer of the authority until after such delivery.
(c) The authority is authorized and empowered to offer for sale any bonds to be issued by the authority at such times, in such manner, either by competitive or negotiated public sale or private sale, and at such prices, as is determined by the authority.
(d) For bonds issued by the authority, all statutory limitations regarding maximum interest rates are hereby expressly removed.
(e) With respect to any portion of any issue of bonds issued under this chapter, the authority may authorize and enter into interest rate swap or exchange agreements, agreements establishing interest rate floors or ceilings or both, and other interest rate hedging agreements under such terms and agreements as the authority may determine, including, without limitation, provisions permitting the authority to pay to or receive from any person or entity any loss of benefits under such agreement upon early termination thereof or default under such agreement.
(f) When entering into any contracts or agreements facilitating the issuance and sale of bonds, including contracts or agreements providing for liquidity and credit enhancement and reimbursement agreements relating thereto, interest rate swap or exchange agreements, agreements establishing interest rate floors or ceilings or both, other interest rate hedging agreements, and agreements with the purchaser of the bonds authorized under this section evidencing a transaction bearing a reasonable relationship to the state and also to another state or nation, the authority may agree in the written contract or agreement that the rights and remedies of the parties thereto are to be governed by the laws of this state or the laws of such other state or nation; provided, that jurisdiction over the authority against which an action on such a contract or agreement is brought lies solely in a court in this state that would otherwise have jurisdiction of actions brought in contract against the authority.
(g) A resolution authorizing bonds may provide that the bonds contain a recital that they are issued pursuant to this chapter, which recital is conclusive evidence of their validity and the regularity of their issuance. The validity of the authorization and issuance of bonds is not dependent on or affected in any way by proceedings taken for, or contracts or agreements made in connection with, the development of transportation facilities.
(h) All expenses of the authority incurred in carrying out this chapter must be payable solely from revenues, and liability must not be incurred by the authority under this chapter beyond the extent to which moneys were provided or received under this chapter.
(i) Except as may otherwise be expressly provided by the authority in proceedings relating to a particular issue of bonds, every issue of its bonds are payable solely out of any revenues and are not a debt of, and do not constitute a general obligation or pledge of the full faith and credit of, the state or of any county, municipality, taxing entity, or other political subdivision thereof and may be secured by a pledge of revenues as authorized by § 54-8-103(2).
(j) Any pledge made by the authority is valid and binding from the time when the pledge was made. The revenues or properties so pledged and thereafter received by the authority are immediately subject to the lien of the pledge without any physical delivery thereof or further act, and the lien of any such pledge is valid and binding as against all parties having claims of any kind in tort, contract, or otherwise against the authority, irrespective of whether the parties have notice thereof. Neither the resolution nor any other instrument by which a pledge is created needs to be recorded. The Perfection, Priority and Enforcement of Public Pledges and Liens Act, compiled in title 9, chapter 22, applies to any pledge of the authority.
(k) In order to secure the payment of the principal of and interest on the bonds and any payment obligations under any agreements entered into in connection with any bonds, in addition to the other powers set forth in this chapter, the authority has the power to:
(1) Pledge all or any part of the revenues, or other moneys on deposit in funds established pursuant to § 54-8-103, or any rights to receive the revenues, to the punctual payment of the principal of and interest on the bonds and obligations under any such agreements, and covenant against thereafter pledging any such revenues or other monies to any other bonds or obligations;
(2) Covenant as to establishment and maintenance and collection of revenues;
(3) Provide for the terms, form, payment, registration, exchange, execution, and authentication of the bonds in a manner not inconsistent with this chapter, which may include the appointment of trustees, paying agents, registrars, and authenticating agents within or outside the state;
(4) Secure the bonds and payment obligations by a trust indenture or agreement by and between the authority and a corporate trustee, which may be any trust company or bank having the powers of a trust company within or outside the state, which agreement also may take the form of a resolution of authority accepted by the trustee;
(5) Covenant as to limitations on the issuance of additional bonds to finance transportation facilities projects and on the lien on revenues or other moneys for the payment and security of the additional bonds;
(6) Covenant as to the amount and kind of insurance to be maintained on transportation facilities projects, and the use and disposition of insurance moneys;
(7) Covenant as to the operation of transportation facilities projects;
(8) Covenant to set aside or pay over reserves and sinking funds for the bonds and as to the disposition of the reserves and sinking funds;
(9) Covenant as to the use and disposition of the proceeds from the sale of the bonds in a manner not inconsistent with this chapter;
(10) Redeem the bonds, and covenant for their redemption and to provide the terms and conditions of the redemption;
(11) Covenant as to books of account, as to the inspection and audit of the books of account, and as to the accounting methods;
(12) Covenant as to the investment of moneys on deposit in any funds or accounts held under the resolutions or indentures securing the bonds;
(13) Covenant and prescribe as to what occurrences constitute events of default and the terms and conditions upon which any or all of the bonds become, or may be declared, due before maturity and as to the terms and conditions upon which the declaration and its consequences may be waived or rescinded;
(14) Covenant as to the rights, remedies, liabilities, powers, and duties arising upon the breach by it of any covenant, condition, or obligation;
(15) Provide with respect to the enforcement of obligations of the authority, which may include limitations on bondholders' rights in favor of trustee enforcement;
(16) Make such covenants and do any acts and things as may be necessary, convenient, or desirable in order to secure the bonds and payment obligations, or in the discretion of the authority, to make the bonds more marketable, notwithstanding that the covenants, acts, or things may not be enumerated in this section, it being the purpose of this section to give the authority power to do all things in the issuance of the bonds and incurrence of related payment obligations and for their security that may be consistent with this chapter and the Constitution of Tennessee;
(17) Vest in a trustee or trustees, which may be located within or without the state, powers and duties, including the right to enforce any covenants made to secure, or to pay, the bonds, limitations on liabilities, and the terms and conditions upon which the holders of the bonds or any portion or percentage of them may enforce any covenants under the bonds or duties imposed by the bonds;
(18) Prescribe a procedure by which the terms of any resolution authorizing bonds, or any other contract with bondholders, including, but not limited to, an indenture of trust or similar instrument, may be amended or abrogated and as to the amount of bonds the holders of which must consent to the amendment or abrogation, and the manner in which the consent must be given;
(19) Covenant and provide for the discharge and satisfaction and defeasance of all or any part of bonds and the indebtedness evidenced by the bonds; and
(20) Execute all instruments and perform such other acts as are necessary, convenient, or desirable in the exercise of the powers granted in this chapter, or in the performance of the covenants or duties of the authority.
(l) Any bond of the authority or payment obligation under any agreement entered into in connection with a bond must not be deemed to constitute a debt, or pledge of the faith and credit, of the state or of any other political subdivision thereof but is payable solely from the revenues pledged thereto. All such bonds and related payment obligations must contain a prominent statement to the effect that the state, any political subdivision thereof, and the authority is not obligated to pay the same or the interest thereon except from revenues pledged thereto, and that neither the faith and credit nor the taxing power of the state or of any political subdivision thereof is pledged to the payment of the principal of or the interest on such bonds or related payment obligations.
(m) The bonds and the interest on the bonds are exempt from taxation by the state and by any county, municipality, or taxing entity of the state, except for inheritance, transfer, and estate taxes.
(n) The members of the board and any person executing the bonds are not liable personally on the bonds by reason of the issuance thereof.
(o) The authority may delegate to any member or officer of the authority the power to establish the terms of any bonds and any payment obligations under any agreements to be entered into in connection with any bonds within parameters determined by the authority and to approve the forms of any documents to be executed in connection therewith.
Cite this article: FindLaw.com - Tennessee Code Title 54. Highways, Bridges and Ferries § 54-8-104 - last updated January 02, 2024 | https://codes.findlaw.com/tn/title-54-highways-bridges-and-ferries/tn-code-sect-54-8-104/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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