45-1707

45-1707. Issuance of bonds and notes

A. The authority:

1. Shall have the power and is authorized from time to time to issue its negotiable
bonds and notes in such principal amount as, in the opinion of the authority, shall be
necessary to provide sufficient monies for the construction, reconstruction and
improvement of the projects included in the state water and power plan or any portion
thereof, or for payments with respect to the acquisition of interests or capacity and
associated energy rights which constitute any such project, together with suitable
facilities and appurtenances, the cost of acquisition of all real property, the expense
of maintenance and operation, interest on bonds and notes during construction and for a
reasonable period thereafter, establishment of reserves to secure bonds or notes, and all
other expenditures of the authority incident to and necessary or convenient to carry out
the aforesaid purpose. Notwithstanding any other provision herein, the director shall
determine whether bonds or notes shall be offered for public or private sale for the
central Arizona project or any part thereof, or any future water projects, the time of
the offering, the amount, and the terms and conditions thereof. When such determination
has been made, the authority shall proceed to offer the bonds or notes, or cause the same
to be offered for sale in accordance with the determination of the director. In the
event the authority fails to do so, the director may proceed to issue the bonds or notes
for the water features of the state water and power plan. In such event the director
shall have all of the rights and powers invested in the authority under the terms of this
article to issue such bonds or notes.

2. Shall have power from time to time to issue renewal notes, to issue bonds to pay
notes, and whenever it deems refunding expedient, to refund any bonds by the issuance of
new bonds, whether the bonds to be refunded have or have not matured, and may issue bonds
partly to refund bonds then outstanding and partly for any other purpose. Whether or not
the bonds or notes are of such form and character as to be negotiable instruments under
the terms of the uniform commercial code, title 47, chapter 3, the bonds or notes shall
be and are hereby made negotiable instruments within the meaning of and for all the
purposes of the negotiable instrument law, subject only to the provisions of the bonds
for registration.

B. The bonds and notes shall be authorized by resolution of the authority, shall
bear such date or dates and mature at such time or times, in the case of notes and any
renewals thereof within five years after their respective dates and in the case of bonds
not exceeding sixty years from their respective dates, as such resolution or resolutions
may provide. The bonds and notes shall bear interest at such rate or rates, be in such
denominations, be in such form, either coupon or registered, carry such registration
privileges, be executed in such manner, be payable in such medium of payment, at such
place or places, and be subject to such terms of redemption as such resolution or
resolutions may provide. The bonds and notes shall be sold at public or private sale at
such price and on such terms as the authority may determine, provided that bonds or notes
to fund or refund other bonds or notes may be exchanged with the holders of such bonds or
notes being funded or refunded on such terms as the authority may determine.

C. Any resolution or resolutions or trust indenture or indentures authorizing or
securing any bonds or notes or any issue thereof may contain provisions, which shall be a
part of the contract with the holders thereof, as to:

1. Pledging all or any part of the fees, charges, gifts, grants, rents, revenues or
other monies received or to be received by the authority or the director from or in
connection with the ownership or operation of the projects included in the state water
and power plan and leases or agreements to secure the payment of the bonds or notes or of
any issue thereof, including any amounts deposited in the state water and power
development fund, subject to such agreements with bondholders or noteholders as may then
exist.

2. The rates of the fees, charges or rents to be established for the projects
included in the state water and power plan, and the amounts to be raised in each year
thereby and the use and disposition of the fees, charges, gifts, grants, rents, revenues
or other monies received or to be received therefrom.

3. The setting aside of reserves or sinking funds, and the regulation and
disposition thereof.

4. Notwithstanding the provisions of section 30-203, the custody, collection,
securing, investment and payment of any monies held pursuant to any such resolution or
trust indenture in trust or otherwise for the payment of bonds or notes or in any way to
secure bonds or notes. Such monies and the deposits thereof may be secured in the same
manner as monies of the authority, and all banks and trust companies are authorized to
give such a security for such deposits.

5. Limitations on the purpose to which the proceeds of sale of any issue of bonds
or notes then or thereafter to be issued may be applied and pledging such proceeds to
secure the payment of the bonds or notes or of any issue thereof.

6. Limitations on the issuance of additional bonds or notes, the terms upon which
additional bonds or notes may be issued and secured and the refunding of outstanding or
other bonds or notes.

7. The procedure, if any, by which the terms of any contract with bondholders or
noteholders may be amended or abrogated, the amount of bonds or notes the holders of
which must consent thereto, and the manner in which such consent may be given.

8. Limitations on the amount of monies to be expended for operating, administrative
or other expenses with respect to the projects included in the state water and power
plan.

9. Vesting in a trustee or trustees such property, rights, powers and duties in
trust as the authority may determine which may include any or all of the rights, powers
and duties of the trustee appointed by the bondholders pursuant to this article, and
limiting or abrogating the right of the bondholders to appoint a trustee under this
article or limiting the rights, duties and powers of such trustee.

10. Any other matters, of like or different character, which in any way affect the
security or protection of the bonds or notes.

D. It is the intention in the enactment of this article:

1. That any pledge made pursuant to this article of all or any part of the fees,
charges, gifts, grants, rents, revenues or other monies received or to be received by the
authority or the director from or in connection with the ownership or operation of the
projects included in the state water and power plan shall be valid and binding from the
time when the pledge is made.

2. That the monies so pledged and thereafter received by the authority or the
director shall immediately be subject to the lien of such pledge without any physical
delivery thereof or further act, and that the lien of any such pledge shall be valid and
binding as against all parties having claims of any kind in tort, contract or otherwise
against the authority or the director irrespective of whether such parties have notice
thereof. Neither the resolution nor trust indenture nor any other instrument by which a
pledge is created need be recorded.

E. Neither the members of the authority nor any person executing the bonds or notes
shall be liable personally on the bonds or notes or be subject to any personal liability
or accountability by reason of the issuance thereof. In case any one or more of the
officers who shall have signed manually or by facsimile or sealed any of the bonds or
notes shall cease to be such officer before the bonds or notes so signed and sealed shall
have been delivered, such bonds or notes may, nevertheless, be issued as if the persons
who signed or sealed such bonds or notes had not ceased to hold such offices. Any bonds
or notes may be signed and sealed on behalf of the authority by such persons as at the
actual time of the execution of such bonds or notes shall be duly authorized or hold the
proper office in the authority, although at the date of such bonds or notes such persons
may not have been so authorized or held such office.

F. The authority shall have power out of any funds available therefor to purchase
bonds or notes, which shall thereupon be cancelled, at a price not exceeding either of
the following:

1. If the bonds or notes are then redeemable, the redemption price then applicable
plus accrued interest to the next interest payment date thereon.

2. If the bonds or notes are not then redeemable, the redemption price applicable
on the first date after such purchase upon which the bonds or notes become subject to
redemption plus accrued interest to such date.