HB953: HB953 City of Statesboro Public Facilities Authority Act; enact

26 LC 44 3260/AP House Bill 953 (AS PASSED HOUSE AND SENATE) By: Representatives Franklin of the 160th, Parrish of the 158th, and Burns of the 159th A BILL TO BE ENTITLED AN ACT To create the City of Statesboro Public Facilities Authority; to provide that the authority is1 a body corporate and politic and an instrumentality of the State of Georgia; to authorize the2 authority to acquire, construct, equip, maintain, and operate c ertain projects, including3 buildings and facilities for use by the City of Statesboro for its governmental, proprietary,4 and administrative functions; to provide for members of the aut hority and their terms,5 organization, and reimbursement; to provide for vacancies; to p rovide for definitions; to6 confer powers and impose duties on the authority; to provide for limitations to the authority;7 to authorize the authority to enter into contracts and leases p ertaining to uses of such8 facilities, which contracts and leases may obligate the lessees to make payment for the use9 of the facilities for the term thereof and to pledge for that p urpose money derived from10 taxation; to provide that no debt of the City of Statesboro or the State of Georgia shall be11 incurred by the exercise of any of the powers granted; to authorize the issuance of revenue12 bonds of the authority payable from the revenues, rents, and earnings and other functions of13 the authority; to authorize the collecting and pledging of such revenues, rents, and earnings14 for the payment of such bonds; to authorize the adoption of resolutions and the execution of15 trust agreements and indentures to secure the payment of such bonds and to define the rights16 of the holders of such bonds; to provide for a sinking fund; to make the bonds of the17 authority exempt from taxation; to authorize the issuance of refunding bonds; to provide for18 H. B. 953 - 1 - 26 LC 44 3260/AP the validation of such bonds and to fix the venue for jurisdict ion of actions relating to any19 provision of this Act; to provide for immunity and exemption fr om liability for torts and20 negligence; to provide that the property of the authority shall not be subject to levy and sale;21 to provide that certain moneys are trust funds; to provide that this Act shall be liberally22 construed; to define the scope of the authority's operation; to provide for disposition of23 property upon dissolution of the authority; to provide for severability; to provide for a short24 title; to provide for related matters; to repeal conflicting laws; and for other purposes.25 BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:26 SECTION 1.27 Short title.28 This Act shall be known and may be cited as the "City of States boro Public Facilities29 Authority Act."30 SECTION 2.31 City of Statesboro Public Facilities Authority.32 There is created a public body corporate and politic to be know n as the City of Statesboro33 Public Facilities Authority, which shall be an instrumentality and a public corporation of the34 State of Georgia, the purpose of which shall be to acquire, con struct, equip, maintain, and35 operate certain projects for use by the City of Statesboro for its governmental, proprietary,36 public, and administrative functions. The authority shall not be a state institution or a37 department or agency of the state, but shall be an instrumentality of the state, a mere creation38 of the state, being a distinct corporate entity and exempt from the provisions of Article 2 of39 Chapter 17 of Title 50 of the O.C.G.A., the "Georgia State Fina ncing and Investment40 H. B. 953 - 2 - 26 LC 44 3260/AP Commission Act." The authority shall have its principal office in the City of Statesboro, and41 its legal situs or residence for the purposes of this Act shall be the City of Statesboro.42 SECTION 3.43 Membership.44 The authority shall consist of five members who shall be eligible to succeed themselves and45 who shall be appointed by the governing authority of the City of Statesboro. No more than46 two members of the authority may be members of said governing authority. Any member47 of the authority who is a member of said governing authority shall serve for a term of office48 concurrent with such person's term of office as a member of said governing authority. Each49 member of the authority who is not a member of said governing authority shall serve for a50 term of office of three years, except that the initial terms of office of those members first51 appointed to the authority shall be specified at the time of appointment to be one, two, and,52 if no such member is a member of the governing authority, three years. After such initial53 terms, those members who are not members of said governing authority shall serve for terms54 of office of three years each. Members of the authority shall serve for the terms of office so55 specified and until the appointment and qualification of their respective successors. 56 Vacancies on the authority shall be filled by said governing authority for the remainder of57 the unexpired term and until the appointment and qualification of a successor. Immediately58 after their appointment, the members of the authority shall ent er upon their duties. The59 authority shall elect one of its members as chairperson and one as vice chairperson. The60 secretary-treasurer of the authority shall be appointed by the authority and need not be a61 member of the authority. Three members of the authority shall constitute a quorum and no62 vacancy on the authority shall impair the right of the quorum t o exercise all the rights and63 perform all the duties of the authority and, in every instance, a majority vote of a quorum64 shall authorize any legal act of the authority, including all things necessary to authorize and65 H. B. 953 - 3 - 26 LC 44 3260/AP issue revenue bonds. The members of the authority shall receive no compensation for their66 services but may be reimbursed by the authority for the actual expenses necessarily incurred67 in the performance of their duties. The authority shall make rules and regulations for its own68 government and shall have perpetual existence.69 SECTION 4.70 Definitions.71 As used in this Act, the following words and terms shall have the following meanings unless72 a different meaning clearly appears from the context:73 (1) "Authority" shall mean the City of Statesboro Public Facilities Authority created by74 this Act.75 (2) "Cost of project" shall include the cost of lands, buildings, improvements, machinery,76 equipment, property, easements, rights, franchises, material, labor, services acquired or77 contracted for, plans and specification, and financing charges; construction costs; interest78 prior to and during construction; architectural, accounting, en gineering, inspection,79 administrative, fiscal, and legal expenses; expenses incident to determining the feasibility80 or practicability of the project; and expenses incident to the acquiring, constructing,81 equipping, and operating of any project or any part thereof and to the placing of the same82 in operation.83 (3) "Project" shall mean and include real and personal property acquired or held by the84 authority, including all land, buildings, structures, sanitary and surface water sewers,85 storm water management projects, historic preservation projects , utilities, including86 natural gas distribution, telecommunications, fiber, cable, and broadband services, and87 other public property determined by the authority to be desirab l e f o r t h e e f f i c i e n t88 operation of any department, board, office, commission, or agen cy of the City of89 H. B. 953 - 4 - 26 LC 44 3260/AP Statesboro, or of the State of Georgia, in the performance of i ts governmental,90 proprietary, and administrative functions.91 (4) "Revenue bonds" shall mean revenue bonds issued under the provisions of Article 392 of Chapter 82 of Title 36 of the O.C.G.A., the "Revenue Bond La w," or under the93 provisions of this Act. The obligations authorized under this Act may be issued by the94 authority in the manner authorized under the Revenue Bond Law.95 SECTION 5.96 Powers.97 The authority shall have all the powers necessary or convenient to carry out and effectuate98 the purposes and provisions of this Act, including, but without limiting the generality of the99 foregoing, the power:100 (1) To sue and be sued;101 (2) To adopt and alter a corporate seal;102 (3) To make and execute with public and private persons and co rporations contracts,103 trusts, leases, rental agreements, and other instruments relati ng to its projects and in104 furtherance of the purposes of the authority, including contrac ts for the constructing,105 renting, and leasing of its projects for the use of any county or municipality in this state;106 (4) To acquire in its own name by purchase on such terms and c onditions and in such107 manner as it may deem proper or by gift, grant, lease, or other wise, real and personal108 property necessary or convenient for its corporate purposes, or rights and easements109 therein, and to use the same so long as its corporate existence shall continue and to lease110 or make contracts with respect to the use of or disposition of the same in any manner it111 deems to the best advantage of the authority. Title to any such property shall be held by112 the authority exclusively for the benefit of the public;113 H. B. 953 - 5 - 26 LC 44 3260/AP (5) To improve, extend, add to, reconstruct, renovate, or remo del any project or part114 thereof already acquired;115 (6) To pledge or assign any revenues, income, rent, charges, a nd fees received by the116 authority;117 (7) To appoint and select agents, engineers, architects, attor neys, fiscal agents,118 accountants, and employees and to provide for their compensation and duties;119 (8) To construct, reconstruct, acquire, own, alter, repair, re model, maintain, extend,120 improve, operate, manage, and equip projects located on land ow ned or leased by the121 authority;122 (9) To receive, accept, and use any contributions, loans, or grants by persons, firms, or123 corporations, including the State of Georgia and the United States of America, and any124 other contributions;125 (10) To pay all or part of the costs of any project from the proceeds of revenue bonds of126 the authority or from other lawful sources available to it;127 (11) To prescribe rules and regulations for the operation of and to exercise police powers128 over the projects managed or operated by the authority;129 (12) To accept, receive, and administer gifts, grants, loans a nd devises of money,130 material, and property of any kind, including loans and grants from the State of Georgia131 or the United States of America or any agency or instrumentalit y thereof, upon such132 terms and conditions as the State of Georgia or the United Stat es of America or such133 agency or instrumentality may impose;134 (13) To sell, lease, exchange, transfer, assign, pledge, mortg age, dispose of, grant in135 trust, or grant options for any real or personal property or interest therein in furtherance136 of the purposes of the authority;137 (14) As security for repayment of authority obligations, to pl edge, mortgage, convey,138 assign, hypothecate, or otherwise encumber any property, real o r personal, of such139 authority and to execute any trust agreement, indenture, or security agreement containing140 H. B. 953 - 6 - 26 LC 44 3260/AP any provisions not in conflict with law, which trust agreement, indenture, or security141 agreement may provide for foreclosure or forced sale of any pro perty of the authority142 upon default, on such obligations, either in payment of princip al or interest or in the143 performance of any term or condition, as are contained in such agreement or indenture;144 (15) To borrow money for any of its corporate purposes, to issue revenue bonds payable145 solely from funds pledged for that purpose, and to provide for the payment of the same146 and for the rights of the holders thereof;147 (16) To exercise all powers usually possessed by private corporations performing similar148 functions which are not in conflict with the Constitution and laws of this state; and149 (17) Pursuant to proper resolution of the authority, to issue revenue bonds payable from150 the rents and revenues of the authority and its projects, which bonds may be issued in151 either fully negotiable coupon form, in which event they shall have all the qualities and152 incidents of negotiable instruments under the laws of the State of Georgia, or which153 bonds may be issued in whole or in part in nonnegotiable fully registered form without154 coupons, payable to a designated payee or to the registered assigns of the payee with such155 conversion privileges as the authority may provide, for the purpose of paying all or any156 part of the cost associated with the projects authorized by the authority, including the cost157 of constructing, reconstructi ng, equipping, e xtending, adding t o, or improving such158 projects or for the purpose of refunding, as provided in this Act, any such bonds of the159 authority theretofore issued. If the proceeds of the bonds of any issue shall exceed the160 amount required for the purpose for which such bonds were issued, the surplus shall be161 paid into the fund provided for the payment of principal and interest on such bonds. All162 such revenue bonds shall be issued and validated under and in a ccordance with the163 procedures of Article 3 of Chapter 82 of Title 36 of the O.C.G. A., the "Revenue Bond164 Law," and in accordance with all terms and provisions thereof n ot in conflict with this165 Act, and in accordance with Code Section 50-17-1 of the O.C.G.A ., relating to use of166 facsimile signatures on public securities, and, as security for the payment of any revenue167 H. B. 953 - 7 - 26 LC 44 3260/AP bonds so authorized, any rents and revenue of the authority may be pledged and assigned. 168 Such bonds shall be declared to be issued for an essential publ ic and governmental169 purpose, and such bonds and all income therefrom shall be exemp t from all taxation170 within the State of Georgia. For the purpose of the exemption from taxation of such171 bonds and the income therefrom, the authority shall be deemed t o be a political172 subdivision of the State of Georgia.173 SECTION 6.174 Credit not pledged and debt not created by bonds.175 Revenue bonds issued under the provisions of this Act shall not constitute a debt or a pledge176 of the faith and credit of the State of Georgia or City of Statesboro, but such bonds shall be177 payable from the rentals, revenue, earnings, and funds of the a uthority as provided in the178 resolution or trust agreement or indenture authorizing the issuance and securing the payment179 of such bonds. The issuance of such bonds shall not directly, indirectly, or contingently180 obligate the state or said municipality to levy or pledge any form of taxation for the payment181 thereof. No holder of any bond or receiver or trustee in connection therewith shall have the182 right to enforce the payment thereof against any property of the state or of said municipality,183 nor shall any such bond constitute a charge, lien, or encumbrance, legal or equitable, upon184 any such property. All such bonds shall contain on their face a recital setting forth185 substantially the foregoing provisions of this section.186 SECTION 7.187 Trust agreement.188 In the discretion of the authority, any issue of revenue bonds may be secured by an189 agreement or indenture made by the authority with a corporate t rustee, which may be any190 H. B. 953 - 8 - 26 LC 44 3260/AP trust company or bank having the powers of a trust company within or without the State of191 Georgia. Such trust agreement or indenture may pledge and assi gn rents, fees, charges,192 revenues, and earnings to be received by the authority. The re solution providing for the193 issuance of revenue bonds and such trust agreement or indenture may contain provisions for194 protecting and enforcing the rights and remedies of the bondholders, including the right of195 appointment of a receiver upon default of the payment of any principal or interest obligation196 and the right of any receiver or trustee to enforce collection of any rents, fees, charges, or197 revenues for use of the project or projects necessary to pay al l costs of operation and all198 reserves provided for, all principal and interest on all bonds of the issue, all costs of199 collection, and all other costs reasonably necessary to accomplish the collection of such sums200 in the event of any default of the authority. Such resolution and such trust agreement or201 indenture may include covenants setting forth the duties of the authority in relation to the202 acquisition of property for and the construction of the project and to the custody,203 safeguarding, and application of all funds and covenants provid ing for the operation,204 maintenance, repair, and insurance of the project or projects a nd may contain provisions205 concerning the conditions, if any, upon which additional revenue bonds may be issued. Such206 trust agreement or indenture may set forth the rights and remedies of the bondholders and of207 the trustee and may restrict the individual right of action of bondholders as is customary in208 securing bonds and debentures of corporations and may contain such other provisions as the209 authority may deem reasonable and proper for the security of the bondholders. All expenses210 incurred in carrying out such trust may be treated as a part of the cost of maintenance,211 operation, and repair of the project affected by such trust.212 H. B. 953 - 9 - 26 LC 44 3260/AP SECTION 8.213 Refunding bonds.214 The authority is authorized to provide by resolution for the issuance of revenue bonds of the215 authority for the purpose of calling, refunding, or refinancing any revenue bonds issued216 under the provisions of this Act and then outstanding and to include in the amount of such217 refunding bonds all interest and any call premiums that may be required for the redemption218 and refunding of such outstanding bonds.219 SECTION 9.220 Venue of actions, jurisdiction.221 Any action to protect or enforce any rights under the provision s of this Act or any action222 against the authority brought in the courts of the State of Geo rgia shall be brought in the223 Superior Court of Bulloch County, Georgia, and any action pertaining to validation of any224 bonds issued under the provisions of this Act shall be brought in said court, which shall have225 exclusive, original jurisdiction of such actions.226 SECTION 10.227 Revenue bond validation.228 The petition for validation of all revenue bonds of the authority shall be brought against the229 authority, and any contracting party whose obligation is pledged as security for the payment230 of the bonds sought to be validated, as defendants, and the def endants shall be required to231 show cause, if any exists, why such contract or contracts and the terms and conditions thereof232 shall not be adjudicated to be in all respects valid and binding upon such contracting parties.233 It shall be incumbent upon such defendants to defend against adjudication of the validity and234 H. B. 953 - 10 - 26 LC 44 3260/AP binding effect of such contract or contracts or be forever boun d thereby. Notice of such235 proceedings shall be included in the notice of the validation hearing required to be issued and236 published by the clerk of the Superior Court of Bulloch County in which court such237 validation proceedings shall be initiated.238 SECTION 11.239 Interest of bondholders protected.240 While any of the bonds issued by the authority remain outstandi ng, the powers, duties, or241 existence of the authority or of its officers, employees, or ag ents shall not be diminished,242 impaired, or affected in any manner that will affect adversely the interest and rights of the243 holders of such bonds. The provisions of this Act shall be for the benefit of the authority and244 the holders of any such bonds and, upon the issuance of bonds under the provisions of this245 Act, shall constitute a contract with the holders of such bonds.246 SECTION 12.247 Revenues, earnings, rents, and charges; use.248 (a) For the purpose of earning sufficient revenue to make poss ible the financing of the249 construction of the project or projects of the authority with revenue bonds, the authority is250 authorized and empowered to fix, revise, and collect rents, fees, and charges on each project251 which it shall cause to be acquired or constructed. Such rents, fees, or charges to be paid for252 the use of such project or projects shall be so fixed and adjus ted so as to provide a fund253 sufficient with other revenue, if any, of such project or projects or of the authority:254 (1) To pay the cost of operating, maintaining, and repairing t he project or projects,255 including reserves for insurance and extraordinary repairs and other reserves required by256 H. B. 953 - 11 - 26 LC 44 3260/AP the resolution or trust agreement or indenture pertaining to such bonds and the issuance257 thereof, unless such cost shall be otherwise provided for;258 (2) To pay the principal of and interest on such revenue bonds as the same shall become259 due, including call premiums, if any, the proceeds of which shall have been or shall be260 used to pay the cost of such project or projects;261 (3) To comply with any sinking fund requirements contained in the resolution or trust262 agreement or indenture pertaining to the issuance of and security for such bonds;263 (4) To perform fully all provisions of such resolution or trus t agreement or indenture264 relating to the issuance of or security for such bonds to the payment of which such rent265 is pledged;266 (5) To accumulate any excess income which may be required by the purchasers of such267 bonds or may be dictated by the requirements of such resolution or trust agreement or268 indenture, or which may be required for achieving ready marketability of and low interest269 rates on such bonds; and270 (6) To pay any expenses in connection with such bond issue or of such project,271 including, but not limited to, trustees', attorney's, and fiscal agents' fees.272 (b) Such rent shall be payable at such intervals as may be agreed upon and set forth in the273 rental contract or lease providing therefor, and any such contract or lease may provide for the274 commencement of rent payments to the authority prior to the completion of the project by275 the authority and may provide for the payment of rent during such times as such project may276 be partially or wholly untenantable.277 (c) Such rental contract or lease may obligate the tenants or lessees to operate, maintain, and278 keep in good repair, including complete reconstruction, if nece ssary, the rented or leased279 premises and projects, regardless of the cause of the necessity of such maintenance, repair,280 or reconstruction.281 (d) Such rental contract or lease may obligate the tenants or lessees to indemnify and save282 harmless the authority from any and all damage to persons and property occurring on or by283 H. B. 953 - 12 - 26 LC 44 3260/AP reason of the leased property or improvements thereon and to undertake, at the expense of284 the tenants or lessees, the defense of any action brought again st the authority by reason of285 injury or damages to persons or property occurring on or by reason of the leased premises.286 (e) In the event of any failure or refusal on the part of the tenants or lessees to perform287 punctually any covena nt or obligation contained in any such ren tal contract or lease, the288 authority may enforce performance by any legal or equitable process against the tenants or289 lessees.290 (f) The authority shall be permitted to assign any rent payable to it, pursuant to such rental291 contract or lease, to a trustee or paying agent as may be requi red by the terms of the292 resolution or trust agreement or indenture relating to the issu ance of and security for such293 bonds.294 (g) The use and disposition of the authority's revenue shall be subject to the provisions of295 the resolution authorizing the issuance of such bonds or of the trust agreement or indenture,296 if any, securing the same.297 SECTION 13.298 Sinking fund.299 The revenue, rents, and earnings derived from any particular project or projects and any and300 all revenue, rents, and earnings received by the authority, reg ardless of whether such301 revenue, rents, and earnings were produced by a particular project for which bonds have been302 issued, unless otherwise pledged, may be pledged by the authori ty to payment of the303 principal of and interest on revenue bonds of the authority as may be provided in any304 resolution authorizing the issuance of such bonds or in any trust instrument pertaining to such305 bonds, and such funds so pledged, from whatever source received , may include funds306 received from one or more or all sources and may be set aside a t regular intervals into307 sinking funds for which provision may be made in any such resol ution or trust instrument308 H. B. 953 - 13 - 26 LC 44 3260/AP and which may be pledged to and charged with the payment of the interest upon such309 revenue bonds as such interest shall become due, the principal of the bonds as the same shall310 mature, the necessary charges of any trustee or paying agent for paying such principal and311 interest, and any premium upon bonds retired by call or purchase, and the use and disposition312 of any sinking fund may be subject to such regulation as may be provided for in the313 resolution authorizing the issuance of the bonds or in the trus t instrument securing the314 payment of the same.315 SECTION 14.316 Taxation status.317 The exercise of the powers conferred upon the authority under t his Act shall constitute an318 essential governmental function for a public purpose, and to the maximum extent permitted319 by general law, the authority shall be required to pay no taxes or assessments upon any of the320 property acquired by it or under its jurisdiction, control, possession, or supervision or upon321 its activities in the operation and maintenance of property acq uired by it or of buildings322 erected or acquired by it or any fees, rents, or other charges for the use of such property or323 buildings or other income received by the authority. This sect ion shall not include an324 exemption from sales and use tax on property purchased by or for the use of the authority.325 SECTION 15.326 Immunity from tort actions.327 The authority shall have the same immunity and exemption from l iability for torts and328 negligence as a Georgia county, and the officers, agents, and e mployees of the authority,329 when in performance of work of the authority, shall have the same immunity and exemption330 from liability for torts and negligence as officers, agents, and employees of a Georgia county. 331 H. B. 953 - 14 - 26 LC 44 3260/AP The authority may be sued the same as private corporations on any contractual obligation of332 the authority.333 SECTION 16.334 Property not subject to levy and sale.335 The property of the authority shall not be subject to levy and sale under legal process.336 SECTION 17.337 Trust funds.338 All funds received pursuant to the authority of Section 12 of this Act, whether as proceeds339 from the sale of revenue bonds or as revenue, rents, fees, char ges, or other earnings or as340 grants, gifts, or other contributions, shall be deemed to be trust funds to be held and applied341 by the authority, solely as provided in this Act. The bondhold ers entitled to receive the342 benefits of such funds shall have a lien on all such funds unti l the same are applied as343 provided for in any such resolution or trust instrument of the authority.344 SECTION 18.345 Construction.346 This Act and any other law enacted with reference to the author ity shall be liberally347 construed for the accomplishment of the purposes of the authority.348 H. B. 953 - 15 - 26 LC 44 3260/AP SECTION 19.349 Scope of operations.350 The projects of the authority's operation shall be located in the territory embraced within the351 jurisdictional limits of the City of Statesboro as the same now or may hereafter exist.352 SECTION 20.353 Conveyance of property upon dissolution.354 Should the authority for any reason be dissolved after full pay ment of all bonded355 indebtedness incurred under this Act, both as to principal and interest, title to all property of356 any kind and nature, real and personal, held by the authority at the time of such dissolution357 shall be conveyed to the City of Statesboro, or title to any such property may be conveyed358 prior to such dissolution in accordance with provisions which may be made therefor in any359 resolution or trust instrument relating to such property, subject to any liens, leases, or other360 encumbrances outstanding against or in respect to said property at the time of such361 conveyance.362 SECTION 21.363 Severability; effect of partial invalidity of Act.364 Should any sentence, clause, phrase, or part of this Act be dec lared for any reason to be365 unconstitutional or invalid, the same shall not affect such remainder of this Act or any part366 hereof, other than the part so held to be invalid, but the remaining provisions of this Act shall367 remain in full force and effect, and it is the express intentio n of this Act to enact each368 provision of this Act independently of any other provision hereof.369 H. B. 953 - 16 - 26 LC 44 3260/AP SECTION 22.370 General repealer.371 All laws and parts of laws in conflict with this Act are repealed.372 H. B. 953 - 17 -