CHAPTER 588k

LOWER FAIRFIELD COUNTY
CONVENTION CENTER AUTHORITY

Table of Contents

Sec. 32-200. Short title: Lower Fairfield County Convention Center Authority Act.

Sec. 32-201. Legislative finding.

Sec. 32-202. Definitions.

Sec. 32-203. Lower Fairfield County Conference or Exhibition Authority.

Sec. 32-204. Purposes and powers of the authority.

Sec. 32-205. Adoption of written procedures.

Sec. 32-206. Bonds, notes and other obligations.

Sec. 32-207. State contract assistance.

Sec. 32-208. Exemption from state and local taxes.

Sec. 32-209. State pledge to bondholders and contractors.

Sec. 32-210. Annual report. Audits.

Sec. 32-211. Broad construction.

Sec. 32-212. Provisions of this chapter controlling over conflicting laws.

Secs. 32-213 to 32-219. Reserved


Sec. 32-200. Short title: Lower Fairfield County Convention Center Authority Act. Sections 32-200 to 32-212, inclusive, shall be known and may be cited as the “Lower Fairfield County Convention Center Authority Act”.

(P.A. 90-320, S. 1, 14.)

Sec. 32-201. Legislative finding. It is hereby found and declared that a conference or exhibition facility located in the city of Stamford will attract a significant share of the conference and trade shows which rotate among those cities that have adequate transportation, exhibition, meeting and hotel facilities and which constitute a substantial economic activity in this country; that preliminary studies have indicated that an adequate conference or exhibition facility can be constructed on an available site in the town and city of Stamford with appropriate transportation and parking facilities nearby; that preliminary economic feasibility analyses respecting the planning for a new conference or exhibition facility in Stamford shall show that new spending by visitors to anticipated conferences and trade shows should generate an increase in revenues to the state from the various taxes now in effect at least sufficient to pay debt service on the bonds issued to finance the costs of constructing, and to cover certain operating expenses of the conference or exhibition facility; that, because of its location close to existing hospitality facilities and New York’s two major airports, and tourism areas such as Norwalk, New Haven and New York City, the town and city of Stamford appears to have geographic advantage in attracting conference and trade shows; that the nation’s eastern and western cities are at a disadvantage when compared to the midwestern cities with respect to transportation costs throughout the country, but that with a modern and attractive conference or exhibition facility combined with the historical, cultural, recreational and natural attractiveness of the Connecticut area, such disadvantages can be overcome, all to the benefit of the state economy. Such preliminary analyses shall further show that as a result of the incremental tax revenues to the state, it is not necessary for any municipality to burden its real property tax base to secure such bonds especially since each such base is otherwise needed for essential municipal and regional infrastructure facilities and services; that a successful conference or exhibition facility will diversify the state economy by adding to the benefits of the hospitality industry and broadening the base of the tourism effort; that a failure to construct the conference or exhibition facility will result in the loss of the additional jobs attendant from such construction and operation, including, particularly the ancillary permanent service jobs that can be expected to be added as a result thereof; that other major cities in the northeastern region outside of the state are contemplating the construction of convention or exhibition facilities and, accordingly, the state may miss an economic development opportunity and risks a loss of the competitiveness in attracting business to the state if a conference or exhibition facility is not constructed; that the construction and operation of the existing Hartford Civic Center has proven that a governmental anchor facility can stimulate substantial surrounding economic development and that it is now time for another governmental facility to be constructed in order to stimulate the development and expansion of the area in lower Fairfield County and to complement and coordinate the substantial private development activities now going on in downtown Stamford; that a conference or exhibition facility creates substantial interest in restaurants and other entertainment activities all of which should help assure that the downtown area of the city will be a safe, healthy and vibrant place during the day and evening; and that the recent slowdown in construction and generally depressed business climate in lower Fairfield County indicate that it is appropriate for the state at this time to stimulate new job opportunities and to seek to develop and attract the conference and trade show industry by the construction of a convention or exhibition facility and that, therefore, the necessity in the public interest and for the public benefit and good for the provisions of sections 32-200 to 32-212, inclusive, is hereby declared as a matter of legislative determination; and that, because of the foregoing, the provision of statutory authorization for the necessary state structure, which can take initiative and appropriate action to provide for the financing, construction, ownership and operation of a conference or exhibition facility in the town and city of Stamford is a matter of important public interest and that it is the purpose and intent of the General Assembly to be and remain cognizant not only of its responsibility to authorize and establish the necessary state and local structure and powers for the effective accomplishment of the purposes of a Lower Fairfield County Conference or Exhibition Authority, but also of its responsibility to monitor and supervise the activities and operations of the authority created by sections 32-200 to 32-212, inclusive, and the exercise of the powers conferred upon such authority by virtue of said sections.

(P.A. 90-320, S. 2, 14.)

Sec. 32-202. Definitions. As used in sections 32-200 to 32-212, inclusive, the following terms shall have the following meanings:

(1) “Authority” means the Lower Fairfield County Conference or Exhibition Authority as created under section 32-203.

(2) “Project” or “Stamford conference or exhibition facility” means the conference or exhibition facility project to be constructed and operated in the town and city of Stamford.

(3) “Procedure” means each statement, by the authority, of general applicability, without regard to its designation, that implements or prescribes law or policy or describes the organization or procedure of the authority. The term includes the amendment or repeal of a prior regulation, but does not include, unless otherwise provided by any provision of the general statutes, (A) statements concerning only the internal management of the authority and not affecting procedures available to the public and (B) intra-authority memoranda.

(4) “Proposed procedure” means a proposal by the authority under the provisions of section 32-205 for a new procedure or for a change in, addition to or repeal of an existing procedure.

(P.A. 90-320, S. 3, 14.)

Sec. 32-203. Lower Fairfield County Conference or Exhibition Authority. (a) There is created a body politic and corporate to be known as the “Lower Fairfield County Conference or Exhibition Authority”. Said authority shall be a public instrumentality and political subdivision of this state and the exercise by the authority of the powers conferred by sections 32-200 to 32-212, inclusive, shall be deemed and held to be the performance of an essential public and governmental function. The Lower Fairfield County Conference or Exhibition Authority shall not be construed to be a department, institution or agency of the state.

(b) The authority shall be governed by a board of directors consisting of nine members, one of whom shall be appointed by the Governor; one of whom shall be appointed by each of the following persons: The president pro tempore, the majority leader and the minority leader of the Senate, and the speaker, the majority leader and the minority leader of the House of Representatives; and two of whom shall be appointed by the mayor of the town and city of Stamford with the approval of the board of representatives. The terms of the representatives of the town and city of Stamford shall be for four years each. The powers of the authority shall be vested in and exercised by the board. Four members of the board shall constitute a quorum and the affirmative vote of a majority of the members present at a meeting of the board shall be sufficient for any action taken by the board. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the rights and perform all the duties of the board. Any action taken by the board may be authorized by resolution at any regular or special meeting and shall take effect immediately unless otherwise provided in the resolution. Notice of any meeting, whether special or regular, shall be given orally, not less than forty-eight hours prior to the meeting. The board may delegate to three or more of its members, or its officers, agents and employees, such board powers and duties as it may deem proper.

(c) The chairperson of the board shall be appointed by the Governor, with the advice and consent of both houses of the General Assembly. The board of directors shall annually elect one of its members as vice-chairperson and shall elect other of its members as officers, appoint an executive director, who shall not be a member of the board, and other staff, adopt a budget and bylaws, designate an executive committee, report to the appointing authorities with respect to operations, finances and achievement of its economic development objectives, be accountable to and cooperate with the state whenever, pursuant to sections 32-200 to 32-212, inclusive, the state may audit the authority or the project or at any other time as the state may inquire as to either, including allowing the state reasonable access to the project and to the records of the authority, and exercise the powers set forth in said sections. Members of the board of directors shall receive no compensation for the performance of their duties hereunder but shall be reimbursed for all expenses reasonably incurred in the performance thereof.

(d) Each member of the board of directors of the authority shall execute a surety bond in the penal sum of fifty thousand dollars and the executive director shall execute a surety bond in the penal sum of one hundred thousand dollars, or, in lieu thereof, the chairperson of the board shall execute a blanket position bond covering each member, the executive director and the employees of the authority, each surety bond to be conditioned upon the faithful performance of the duties of the office or offices covered, to be executed by a surety company authorized to transact business in this state as a surety and to be approved by the Attorney General and filed in the office of the Secretary of the State. The cost of each bond shall be paid by the authority.

(e) Notwithstanding any provision of the law to the contrary, it shall not constitute a conflict of interest for a trustee, director, partner, officer, stockholder, proprietor, counsel or employee of any person, or for any other individual having a financial interest in any person, to serve as a member of the board of directors of the authority; provided such trustee, director, partner, officer, stockholder, proprietor, counsel, employee or individual shall file with the authority a record of his capacity with or interest in such person and abstain and absent himself from any deliberation, action and vote by the board in specific respect to such person.

(f) The authority shall have perpetual succession and shall adopt procedures for the conduct of its affairs in accordance with section 32-205. Such succession shall continue as long as the authority shall have bonds, notes or other obligations outstanding and until the existence of the authority is terminated by law at which time the rights and properties of the authority shall pass to and be vested in the state.

(P.A. 90-320, S. 4, 14.)

Sec. 32-204. Purposes and powers of the authority. The general purpose of the authority shall be to stimulate new spending in Connecticut and to encourage the diversification of the state economy through the construction, operation, maintenance and marketing of a conference or exhibition facility that will create new jobs, add to the benefits of the hospitality industry, broaden the base of the tourism effort and stimulate substantial surrounding economic development and corresponding increased tax revenues to the state. The primary purpose of the authority shall be to attract and service large conventions, tradeshows, exhibitions and conferences, preferably those whose attendees are predominantly from out-of-state; the secondary purpose of the authority, at times when its primary purpose cannot be fulfilled, shall be to attract and service local consumer shows, exhibitions and events which generate less new spending in Connecticut. For these purposes, the authority shall have the following powers: (1) To have perpetual succession as a body corporate and to adopt procedures for the regulation of its affairs and the conduct of its business as provided in subsection (f) of section 32-203; to adopt a corporate seal and alter the same at its pleasure; and to maintain an office at such place or places within the state as it may designate; (2) to sue and be sued; to contract and be contracted with, provided, if management, operating, or promotional contracts or agreements or other contracts or agreements are entered into with nongovernmental parties with respect to property financed with the proceeds of obligations the interest on which is excluded from gross income for federal income taxation, the board of directors will ensure that such contracts or agreements are in compliance with the covenants of the authority upon which such tax exclusion is conditioned; (3) to acquire, by gift, purchase, condemnation or transfer, lands or rights-in-land in connection therewith and to sell, lease as lessee or as lessor, provided such activity is consistent with all applicable federal tax covenants of the authority, transfer or dispose of any property or interest therein acquired by it, at any time; and to receive and accept aid or contributions, from any source, of money, labor, property or other things of value, to be held, used and applied to carry out the purposes of sections 32-200 to 32-212, inclusive, subject to the conditions upon which such grants and contributions are made, including, but not limited to, gifts or grants from any department, agency or instrumentality of the United States or this state for any purpose consistent with said sections; (4) to formulate plans for, acquire, finance and develop, lease, purchase, construct, reconstruct, repair, improve, expand, extend, operate, maintain and market the project, provided such activities are consistent with all applicable federal tax covenants of the authority; (5) to fix and revise from time to time and to charge and collect fees, rents and other charges for the use, occupancy or operation of the project, and to establish and revise from time to time, regulations in respect of the use, operation and occupancy of any such project, provided such regulations are consistent with all applicable federal tax covenants of the authority; (6) to employ such assistants, agents and other employees as may be necessary or desirable to carry out its purposes and to fix their compensation; to establish and modify personnel procedures as may be necessary from time to time and to negotiate and enter into collective bargaining agreements with labor unions; (7) to engage architects, engineers, attorneys, accountants, consultants and such other independent professionals as may be necessary or desirable to carry out its purposes; to contract for construction, development, concessions and the procurement of goods and services and to establish and modify procurement procedures from time to time to implement the foregoing in accordance with the provisions of subsection (b) of this section; (8) to adopt procedures with respect to contractors and subcontractors engaged in the construction of the project which require such contractors or subcontractors (A) to take affirmative action to provide equal opportunity for employment without discrimination as to race, creed, color, national origin, ancestry, sex, gender identity or expression, marital status, age, lawful source of income, mental retardation, mental disability or physical disability, including, but not limited to, blindness or deafness, and (B) to ensure that the wages paid on an hourly basis to any mechanic, laborer or workman employed by such contractor or subcontractor with respect to the project shall be at a rate equal to the rate customary or prevailing for the same work in the same trade or occupation in the town and city of Stamford; (9) to engage in and contract for marketing and promotional activities to attract national, regional and local conventions, trade shows, exhibitions, banquets and other events in order to maximize the use of the project and to carry out the purposes of sections 32-200 to 32-212, inclusive; (10) to acquire, lease, hold and dispose of personal property for the purposes set forth in sections 32-200 to 32-212, inclusive; (11) to procure insurance against any liability or loss in connection with its property and other assets, in such amounts and from such insurers as it deems desirable and to procure insurance for employees; (12) to borrow money and to issue bonds, notes and other obligations of the authority to the extent permitted under sections 32-200 to 32-212, inclusive, to fund and refund the same and to provide for the rights of the holders thereof and to secure the same by pledge of assets, revenues, notes and state contract assistance as provided in said sections and such state taxes as the authority shall be entitled to receive pursuant to the provisions of said sections; (13) to invest any funds not needed for immediate use or disbursement in obligations issued or guaranteed by the United States of America or the state of Connecticut and in other obligations which are legal investments for savings banks in this state and in time deposits or certificates of deposit or other similar banking arrangements secured in such manner as the authority determines; (14) to do anything necessary and desirable, including executing reimbursement agreements or similar agreements in connection with credit facilities, including, but not limited to, letters of credit or policies of bond insurance, remarketing agreements and agreements for the purpose of moderating interest rate fluctuations, to render any bonds to be issued pursuant to sections 32-200 to 32-212, inclusive, more marketable; (15) to do all acts and things necessary or convenient to carry out the purposes of sections 32-200 to 32-212, inclusive, and the powers expressly granted by said sections.

(P.A. 90-320, S. 5, 14; P.A. 11-55, S. 17.)

History: P.A. 11-55 amended Subdiv. (8)(A) to prohibit discrimination on basis of gender identity or expression.

Sec. 32-205. Adoption of written procedures. (a) The board of directors of the authority shall adopt written procedures in accordance with subsections (b) and (c) of this section for: (1) Adopting an annual budget and plan of operations which shall include a requirement of board approval before the budget or plan may take effect; (2) hiring, dismissing, promoting and compensating employees of the authority which shall include an affirmative action policy and a requirement of board approval before a position may be created or a vacancy filled; (3) acquiring real and personal property and personal services which shall include a requirement of board approval for any nonbudgeted expenditure in excess of five thousand dollars; (4) contracting for financial, legal, bond underwriting and other professional services which shall include a requirement that the authority solicit proposals at least once every three years for each such service which it uses; (5) issuing and retiring bonds, notes and other obligations of the authority; (6) awarding loans, grants and other financial assistance which shall include eligibility criteria, the application process and the role played by the authority’s staff and board of directors; and (7) the use of surplus funds.

(b) Before adopting a proposed procedure, the authority shall give at least thirty days’ notice by publication in the Connecticut Law Journal and a newspaper having a general circulation in the town and city of Stamford of its intended action. The notice shall include (1) either a statement of the terms or of the substance of the proposed procedure or a description sufficiently detailed so as to apprise persons likely to be affected of the issues and subjects involved in the proposed procedure, (2) a statement of the purposes for which the procedure is proposed and (3) when, where and how interested persons may present their views on the proposed procedure. The authority may only adopt a proposed procedure by a two-thirds vote of the full membership of its board of directors.

(c) If the authority finds that an imminent peril to the public health, safety or welfare requires adoption of a proposed procedure upon fewer than thirty days’ notice, states in writing its reasons for such finding and the authority’s board of directors, by a three-fourths vote of the statutory membership, approves the finding in writing, the authority may proceed without prior notice or hearing or upon any abbreviated notice and hearing that it finds practicable, to adopt an emergency proposed procedure not later than ten days, excluding Saturdays, Sundays and holidays, prior to the proposed effective date of the proposed procedure. An approved emergency procedure may be effective for a period of not more than one hundred twenty days and renewable once for a period of not more than sixty days. If the necessary steps to adopt a permanent procedure, including publication of notice of intent to adopt, are not completed prior to the expiration date of an emergency procedure, the emergency procedure shall cease to be effective on that date.

(P.A. 90-320, S. 6, 14.)

Sec. 32-206. Bonds, notes and other obligations. (a) The board of directors of the authority is authorized from time to time to issue its bonds, notes and other obligations in such principal amounts as in the opinion of the board shall be necessary to provide sufficient funds for carrying out the purposes set forth in sections 32-200 to 32-212, inclusive, including the payment, funding or refunding of the principal of, or interest or redemption premiums on, any bonds, notes and other obligations issued by it whether the bonds, notes or other obligations or interest to be funded or refunded have or have not become due, the establishment of reserves to secure such bonds, notes and other obligations and all other expenditures of the authority incident to and necessary or convenient to carry out the purposes set forth in sections 32-200 to 32-212, inclusive.

(b) Except as may be otherwise expressly provided in sections 32-200 to 32-212, inclusive, or by the board, every issue of bonds, notes or other obligations shall be a general obligation of the authority payable out of any moneys or revenues of the authority subject only to any agreements with the holders of particular bonds, notes or other obligations pledging any particular moneys or revenues. Any such bonds, notes or other obligations may be additionally secured by a pledge of any state contract assistance as provided in sections 32-200 to 32-212, inclusive, and such state taxes as the authority shall be entitled to receive pursuant to the provisions of said sections, any grant or contributions from any department, agency or instrumentality of the United States or person or a pledge of any moneys, income or revenues of the authority from any source whatsoever.

(c) Any provision of any law to the contrary notwithstanding, any bonds, notes or other obligations issued by the authority pursuant to sections 32-200 to 32-212, inclusive, shall be fully negotiable within the meaning and for all purposes of title 42a. Any such bonds, notes or other obligations shall be legal investments for all trust companies, banks, investment companies, savings banks, building and loan associations, executors, administrators, guardians, conservators, trustees and other fiduciaries and pension, profit-sharing and retirement funds.

(d) Bonds, notes or other obligations of the authority shall be authorized by resolution of the board of directors of the authority and may be issued in one or more series and shall bear such date or dates, mature at such time or times, in the case of any such note, or any renewal thereof, not exceeding the term of years as the board shall determine from the date of the original issue of such notes, and, in the case of bonds, not exceeding thirty years from the date thereof, bear interest at such rate or rates, be in such denomination or denominations, be in such form, either coupon or registered, carry such conversion or registration privileges, have such rank or priority, be executed in such manner, be payable from such sources in such medium of payment at such place or places within or without this state, and be subject to such terms of redemption, with or without premium, as such resolution or resolutions may provide.

(e) Bonds, notes or other obligations of the authority may be sold at public or private sale at such price or prices as the board shall determine.

(f) Bonds, notes or other obligations of the authority may be refunded and renewed from time to time as may be determined by resolution of the board, provided any such refunding or renewal shall be in conformity with any rights of the holders thereof.

(g) Bonds, notes or other obligations of the authority issued under the provisions of sections 32-200 to 32-212, inclusive, shall not be deemed to constitute a debt or liability of the state or of any political subdivision thereof other than the authority or a pledge of the faith and credit of the state or of any such political subdivision other than the authority, and shall not constitute bonds or notes issued or guaranteed by the state within the meaning of section 3-21, but shall be payable solely from the funds herein provided therefor. All such bonds, notes or other obligations shall contain on the face thereof a statement to the effect that neither the state of Connecticut nor any political subdivision thereof other than the authority shall be obligated to pay the same or the interest thereof except from revenues or other funds of the authority and that neither the faith and credit nor the taxing power of the state of Connecticut or of any political subdivision thereof other than the authority is pledged to the payment of the principal of or the interest on such bonds, notes or other obligations.

(h) Any resolution or resolutions authorizing the issuance of bonds, notes or other obligations may contain provisions, except as expressly limited in sections 32-200 to 32-212, inclusive, and except as otherwise limited by existing agreements with the holders of bonds, notes or other obligations, which shall be a part of the contract with the holders thereof, as to the following: (1) The pledging of all or any part of the moneys received by the authority to secure the payment of the principal of and interest on any bonds, notes or other obligations or of any issue thereof; (2) the pledging of all or part of the assets of the authority to secure the payment of the principal and interest on any bonds, notes or other obligations or of any issue thereof; (3) the establishment of reserves or sinking funds, the making of charges and fees to provide for the same, and the regulation and disposition thereof; (4) limitations on the purpose to which the proceeds of sale of bonds, notes or other obligations may be applied and pledging such proceeds to secure the payment of the bonds, notes or other obligations, or of any issues thereof; (5) limitations on the issuance of additional bonds, notes or other obligations; the terms upon which additional bonds, bond anticipation notes or other obligations may be issued and secured; the refunding or purchase of outstanding bonds, notes or other obligations of the authority; (6) the procedure, if any, by which the terms of any contract with the holders of any bonds, notes or other obligations of the authority may be amended or abrogated, the amount of bonds, notes or other obligations the holders of which must consent thereto, and the manner in which such consent may be given; (7) limitations on the amount of moneys to be expended by the authority for operating, administrative or other expenses of the authority; (8) the vesting in a trustee or trustees of 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 any trustee appointed by the holders of any bonds, notes or other obligations and limiting or abrogating the right of the holders of any bonds, notes or other obligations of the authority to appoint a trustee under sections 32-200 to 32-212, inclusive, or limiting the rights, powers and duties of such trustee; (9) provision for a trust 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 without the state, which agreement may provide for the pledging or assigning of any assets or income from assets to which or in which the authority has any rights or interest, and may further provide for such other rights and remedies exercisable by the trustee as may be proper for the protection of the holders of any bonds, notes or other obligations of the authority and not otherwise in violation of law. Such agreement may provide for the restriction of the rights of any individual holder of bonds, notes or other obligations of the authority. All expenses incurred in carrying out the provisions of such trust agreement may be treated as a part of the cost of operation of the authority. The trust agreement may contain any further provisions which are reasonable to delineate further the respective rights, duties, safeguards, responsibilities and liabilities of the authority; individual and collective holders of bonds, notes and other obligations of the authority and the trustees; (10) covenants to do or refrain from doing such acts and things as may be necessary or convenient or desirable in order to better secure any bonds, notes or other obligations of the authority, or which, in the discretion of the authority, will tend to make any bonds, notes or other obligations to be issued more marketable notwithstanding that such covenants, acts or things may not be enumerated herein; (11) any other matters of like or different character, which in any way affect the security or protection of the bonds, notes or other obligations.

(i) Any pledge made by the authority of income, revenues, state contract assistance as herein provided and such state taxes as the authority shall be entitled to receive pursuant to the provisions hereof, or other property shall be valid and binding from the time the pledge is made. The income, revenue, state contract assistance as provided in sections 32-200 to 32-212, inclusive, and such state taxes as the authority shall be entitled to receive pursuant to the provisions of said sections, or other property so pledged and thereafter received by the authority shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and 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, irrespective of whether such parties have notice thereof.

(j) The board of directors of the authority is authorized and empowered to obtain from any department, agency or instrumentality of the United States any insurance or guarantee as to, or of or for the payment or repayment of, interest or principal, or both, or any part thereof, on any bonds, notes or other obligations issued by the authority pursuant to the provisions of sections 32-200 to 32-212, inclusive, and, notwithstanding any other provisions of said sections, to enter into any agreement, contract or any other instrument whatsoever with respect to any such insurance or guarantee except to the extent that such action would in any way impair or interfere with the authority’s ability to perform and fulfill the terms of any agreement made with the holders of the bonds, bond anticipation notes or other obligations of the authority.

(k) Neither the members of the board of directors of the authority nor any person executing bonds, notes or other obligations of the authority issued pursuant to sections 32-200 to 32-212, inclusive, shall be liable personally on such bonds, notes or other obligations or be subject to any personal liability or accountability by reason of the issuance thereof, nor shall any director or employee of the authority be personally liable for damage or injury, not wanton, reckless, wilful or malicious, caused in the performance of his duties and within the scope of his employment or appointment as such director, officer or employee. The authority shall protect, save harmless and indemnify its directors, officers or employees from financial loss and expense, including legal fees and costs, if any, arising out of any claim, demand, suit or judgment by reason of alleged negligence or alleged deprivation of any person’s civil rights or any other act or omission resulting in damage or injury, if the director, officer or employee is found to have been acting in the discharge of his duties or within the scope of his employment and such act or omission is found not to have been wanton, reckless, willful or malicious.

(l) The board of directors of the authority shall have power to purchase bonds, notes or other obligations of the authority out of any funds available therefor. The authority may hold, cancel or resell such bonds, notes or other obligations subject to and in accordance with agreements with holders of its bonds, notes and other obligations.

(m) All moneys received pursuant to the authority of sections 32-200 to 32-212, inclusive, whether as proceeds from the sale of bonds or as revenues, shall be deemed to be trust funds to be held and applied solely as provided in said sections. Any officer with whom, or any bank or trust company with which, such moneys shall be deposited shall act as trustee of such moneys and shall hold and apply the same for the purposes of said sections, subject to such regulations as said sections and the resolution authorizing the bonds of any issue or the trust agreement securing such bonds may provide.

(n) Any holder of bonds, notes or other obligations issued under the provisions of sections 32-200 to 32-212, inclusive, and the trustee or trustees under any trust agreement, except to the extent the rights herein given may be restricted by any resolution authorizing the issuance of, or any such trust agreement securing, such bonds, may, either at law or in equity, by suit, action, mandamus or other proceedings, protect and enforce any and all rights under the laws of the state or granted hereunder or under such resolution or trust agreement, and may enforce and compel the performance of all duties required by sections 32-200 to 32-212, inclusive, or by such resolution or trust agreement to be performed by the authority or by any officer, employee or agent thereof, including the fixing, charging and collecting of the rates, rents, fees and charges herein authorized and required by the provisions of such resolution or trust agreement to be fixed, established and collected.

(o) The authority may make representations and agreements for the benefit of the holders of any bonds, notes or other obligations of the state which are necessary or appropriate to ensure the exclusion from gross income for federal income tax purposes of interest on bonds, notes or other obligations of the state from taxation under the Internal Revenue Code of 1986 or any subsequent corresponding internal revenue code of the United States, as from time to time amended, including agreement to pay rebates to the federal government of investment earnings derived from the investment of the proceeds of the bonds, notes or other obligations of the authority. Any such agreement may include: (1) A covenant to pay rebates to the federal government of investment earnings derived from the investment of the proceeds of the bonds, notes or other obligations of the authority, (2) a covenant that the authority will not limit or alter its rebate obligations until its obligations to the holders or owners of such bonds, notes or other obligations are finally met and discharged, and (3) provisions to (A) establish trust and other accounts which may be appropriate to carry out such representations and agreements, (B) retain fiscal agents as depositories for such fund and accounts and (C) provide that such fiscal agents may act as trustee of such funds and accounts.

(p) No bonds, notes or other obligations shall be issued by the authority unless such bonds, notes or other obligations have been approved for issuance by the State Bond Commission following (1) a finding that such issuance is in the public interest, (2) a filing with the clerks of the General Assembly of a certificate of the Secretary of the Office of Policy and Management and the State Treasurer pursuant to subsection (a) of section 32-207 and (3) approval of such certificate by resolution of the General Assembly pursuant to said subsection (a) of section 32-207.

(P.A. 90-320, S. 7, 14; May Sp. Sess. P.A. 04-2, S. 56.)

History: May Sp. Sess. P.A. 04-2 amended Subsec. (i) to delete provision making a pledge under section subject to the Uniform Commercial Code, effective May 12, 2004, and applicable to any pledge, lien or security interest of this state or any political subdivision of this state, which pledge, lien or interest was in existence on October 1, 2003, or created after October 1, 2003.

Sec. 32-207. State contract assistance. (a) The state, acting by and through the Secretary of the Office of Policy and Management and the State Treasurer, shall enter into a contract with the authority providing that the state shall pay contract assistance to the authority pursuant to the provisions of this section. Such contract assistance is limited to an amount equal to the annual debt service on the outstanding amount of bonds to be issued to finance the costs of the Stamford conference or exhibition facility pursuant to sections 32-200 to 32-212, inclusive. The contract entered into pursuant to this section shall include such provisions as the Secretary of the Office of Policy and Management and the State Treasurer deem necessary to assure the efficient construction and operation of such project and find are in the best interests of the state. No such contract shall be entered into by the secretary and the State Treasurer unless the board of directors of the authority files therewith a certificate setting forth its findings and determinations to the effect that the incremental tax revenues under the authority of law existing at the time such certificate is filed to be derived as a result of the construction and operation of the project and visitor spending with respect thereto are reasonably expected to be at least sufficient to offset, over the term that the bonds are scheduled to be outstanding, the amount of debt service expected to be paid on authority bonds to be secured by such state assistance contract. In the event the secretary and the State Treasurer concur with the findings of the board, a certificate evidencing such a concurrence shall be filed by such secretary and Treasurer with the clerks of the Senate and the House of Representatives. The General Assembly may approve the finding contained in such certificate by the adoption of a resolution approving such certificate. The adoption of such resolution shall be a condition precedent to any approval by the State Bond Commission as provided in sections 32-200 to 32-212, inclusive. In making such findings and determinations and executing such approval, the board, the secretary, the State Treasurer and the General Assembly shall each be entitled to rely upon such reports and estimates of experts, as appropriate, for the proper evaluation of feasibility of the project, including, without limitation, estimates relating to the incremental tax revenues resulting from a reasonable number of conventions and trade shows annually, annual event attendance, reasonable expectation as to the additional development in the area of the conference or exhibition facility expenditures of attendees at conventions and such additional expenditures as a result of construction, tourism and other travel, entertainment and retail sales as may result from the location of a major and modern conference or exhibition facility in the city of Stamford.

(b) As part of the aforesaid contract with the authority, or as a supplemental contract thereto, the state, acting by and through the Secretary of the Office of Policy and Management and the State Treasurer, may provide for contract assistance for the funding of the completion, improvement or expansion of the project approved under subsection (a) of this section on the same terms and subject to the same conditions and findings set forth in said subsection (a).

(c) Whenever the board of directors of the authority has adopted a resolution authorizing the issuance of notes in anticipation of the issuance of bonds to pay preliminary planning and design costs necessary or incident to the construction, completion, improvement or expansion of the project, including, but not limited to, the costs of completing site acquisition, feasibility studies, financial reports, architectural, engineering and legal fees and economic analyses, the state, acting by and through the Secretary of the Office of Policy and Management, the State Treasurer and the State Bond Commission may enter into a contract with the authority providing that the state shall pay contract assistance to the authority pursuant to this subsection. Such contract assistance is limited to an amount equal to the annual debt service on the outstanding amount of notes to be issued to finance such preliminary costs not to exceed, at any one time outstanding, twenty-five million dollars. The contract entered into pursuant to this subsection may include such provisions as the Secretary of the Office of Policy and Management, the State Treasurer and the State Bond Commission deem necessary to assure the proper development and planning of the project.

(d) Any bonds issued under the provisions of subsections (a) and (b) of this section and at any time outstanding may at any time or from time to time be refunded by the board of directors of the authority by the issuance of its refunding bonds in such amounts as the authority may deem necessary or appropriate and with the consent of the Secretary of the Office of Policy and Management and the State Treasurer upon a finding that it is in the best interest of the state, but not exceeding an amount sufficient to refund the principal amount of the bonds to be so refunded, any unpaid interest thereon and any premiums, commissions and costs of issuance necessary to be paid in connection therewith. Any such refunding may be effected whether the bonds to be refunded shall have matured or shall thereafter mature. The state, acting by and through the Secretary of the Office of Policy and Management, the State Treasurer and the State Bond Commission, may execute a contract for contract assistance for the payment of annual debt service on such refunding bonds.

(e) Any such contract may also provide that such contract assistance shall be paid by the state directly to the trustee or paying agent for any bonds, notes or other obligations, as applicable, with respect to which the contract assistance is provided. Any provision of such a contract entered into providing for payments equal to annual debt service shall constitute a full faith and credit obligation of the state and as part of the contract of the state with the holders of any bonds or notes, as applicable, appropriation of all amounts necessary to meet punctually the terms of such provision is hereby made and the State Treasurer shall pay such amount as the same become due. The board of directors of the authority may pledge such contract assistance of the state as security for the payment of such bonds, notes or other obligations issued by the authority.

(P.A. 90-320, S. 8, 14.)

Sec. 32-208. Exemption from state and local taxes. The exercise of the powers granted by sections 32-200 to 32-212, inclusive, constitute the performance of an essential governmental function and the authority shall not be required to pay any taxes or assessments upon or in respect of the project, levied by any municipality or political subdivision or special district having taxing powers of the state and the project and the principal and interest of any bonds and notes issued under the provisions of sections 32-200 to 32-212, inclusive, their transfer and the income therefrom, including revenues derived from the sale thereof, shall at all times be free from taxation of every kind by the state of Connecticut or under its authority, except for estate or succession taxes.

(P.A. 90-320, S. 9, 14.)

Sec. 32-209. State pledge to bondholders and contractors. The state of Connecticut does hereby pledge to and agree with the holders of any bonds, notes and other obligations issued under sections 32-200 to 32-212, inclusive, and with those parties who may enter into contracts with the authority or its successor agency pursuant to the provisions of said sections that the state will not limit or alter the rights hereby vested in the authority or in the holders of any bonds, notes or other obligations of the authority to which contract assistance is pledged pursuant to section 32-207 until such obligations, together with the interest thereon, are fully met and discharged and such contracts are fully performed on the part of the authority, provided nothing contained herein shall preclude such limitation or alteration if and when adequate provision shall be made by law for the protection of the holders of such bonds, notes and other obligations of the authority or those entering into contracts with the authority. The authority is authorized to include this pledge and undertaking for the state in such bonds, notes and other obligations or contracts.

(P.A. 90-320, S. 10, 14.)

Sec. 32-210. Annual report. Audits. (a) Within the first ninety days of each fiscal year of the authority, the board of directors of the authority shall submit a report to the Governor, the Auditors of Public Accounts and the joint standing committee of the General Assembly having cognizance of matters relating to capital bonding. Such report shall include, but not be limited to, the following: (1) A list of all bonds issued during the preceding fiscal year, including, for each such issue, the financial advisor and underwriters, whether the issue was competitive, negotiated or privately placed, and the issue’s face value and net proceeds; (2) a description of the project, its location, and the amount of funds, if any, provided by the authority with respect to the construction of the project; (3) a list of all outside individuals and firms receiving in excess of five thousand dollars in the form of loans, grants or payments for services; (4) a comprehensive annual financial report prepared in accordance with generally accepted accounting procedures for governmental enterprises; (5) the cumulative value of all bonds issued, the value of outstanding bonds, and the amount of the state’s contingent liability; (6) the affirmative action policy statement, a description of the composition of the work force of the authority by race, sex and occupation and a description of the affirmative action efforts of the authority; (7) a description of planned activities for the current fiscal year; and (8) an analysis of the authority’s success in achieving the purposes stated in section 32-204.

(b) The board of directors of the authority shall annually contract with a person, firm or corporation for a compliance audit of the authority’s activities during the preceding authority fiscal year. The audit shall determine whether the authority has complied with its regulations concerning affirmative action, personnel practices, the purchase of goods and services and the use of surplus funds. The board shall submit the audit report to the Governor, the Auditors of Pubic Accounts and the joint standing committee of the General Assembly having cognizance of matters relating to the authority.

(c) The board of directors of the authority shall annually contract with a firm of certified public accountants to undertake an independent financial audit of the authority in accordance with generally accepted auditing procedures. The board shall submit the audit report to the Governor, the Auditors of Public Accounts and the joint standing committee of the General Assembly having cognizance of matters relating to the authority. The books and accounts of the authority shall be subject to annual audits by the state Auditors of Public Accounts.

(P.A. 90-320, S. 11, 14.)

Sec. 32-211. Broad construction. The powers enumerated in sections 32-200 to 32-212, inclusive, shall be interpreted broadly to effectuate the purposes thereof and shall not be construed as a limitation of powers.

(P.A. 90-320, S. 12, 14.)

Sec. 32-212. Provisions of this chapter controlling over conflicting laws. To the extent that the provisions of sections 32-200 to 32-212, inclusive, are inconsistent with the provisions of any general statute or special act or parts thereof, the provisions of sections 32-200 to 32-212, inclusive, shall be controlling.

(P.A. 90-320, S. 13, 14.)

Secs. 32-213 to 32-219. Reserved for future use.