SB612: SB612 City of Cochran Public Facilities Authority; create

26 LC 62 0435 Senate Bill 612 By: Senator Walker III of the 20th AS PASSED A BILL TO BE ENTITLED AN ACT To create the City of Cochran Public Facilities Authority; to provide that the authority is a1 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 Cochran for its governmental, proprietary, and4 administrative functions; to provide for members of the authori ty 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 Cochran 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 the validation of such bonds and to fix the venue for jurisdict ion of actions relating to any19 S. B. 612 - 1 - 26 LC 62 0435 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 Cochran Public Facilities Authority29 Act."30 SECTION 2.31 City of Cochran Public Facilities Authority.32 There is created a public body corporate and politic to be know n as the City of Cochran33 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 Cochran 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 S. B. 612 - 2 - 26 LC 62 0435 Commission Act." The authority shall have its principal office in the City of Cochran, and41 its legal situs or residence for the purposes of this Act shall be the City of Cochran.42 SECTION 3.43 Membership.44 The authority shall consist of seven members who shall be eligible to succeed themselves and45 who shall also serve on the governing authority of the City of Cochran. Each member of the46 authority shall serve for a term of office concurrent with such person's term of office as a47 member of said governing authority and until the appointment an d qualification of such48 person's successor. Vacancies on the authority shall be filled by said governing authority for49 the remainder of the unexpired term and until the appointment a nd qualification of a50 successor. Immediately after their appointment, the members of the authority shall enter51 upon their duties. The authority shall elect one of its members as chairperson and one as vice52 chairperson. The secretary-treasurer of the authority shall be appointed by the authority and53 need not be a member of the authority. Four members of the aut hority shall constitute a54 quorum and no vacancy on the authority shall impair the right of the quorum to exercise all55 the rights and perform all the duties of the authority and, in every instance, a majority vote56 of a quorum shall authorize any legal act of the authority, including all things necessary to57 authorize and issue revenue bonds. The members of the authorit y shall receive no58 compensation for their services but may be reimbursed by the au thority for the actual59 expenses necessarily incurred in the performance of their duties. The authority shall make60 rules and regulations for its own government and shall have perpetual existence.61 S. B. 612 - 3 - 26 LC 62 0435 SECTION 4.62 Definitions.63 As used in this Act, the following words and terms shall have the following meanings unless64 a different meaning clearly appears from the context:65 (1) "Authority" shall mean the City of Cochran Public Facilities Authority created by this66 Act.67 (2) "Cost of project" shall include the cost of lands, buildings, improvements, machinery,68 equipment, property, easements, rights, franchises, material, labor, services acquired or69 contracted for, plans and specification, and financing charges; construction costs; interest70 prior to and during construction; architectural, accounting, en gineering, inspection,71 administrative, fiscal, and legal expenses; expenses incident to determining the feasibility72 or practicability of the project; and expenses incident to the acquiring, constructing,73 equipping, and operating of any project or any part thereof and to the placing of the same74 in operation.75 (3) "Project" shall mean and include real and personal property acquired or held by the76 authority, including all land, buildings, structures, sanitary and surface water sewers,77 storm water management projects, historic preservation projects , utilities, including78 natural gas distribution, telecommunications, fiber, cable, and broadband services, and79 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 t80 operation of any department, board, office, commission, or agen cy of the City of81 Cochran, or of the State of Georgia, in the performance of its governmental, proprietary,82 and administrative functions.83 (4) "Revenue bonds" shall mean revenue bonds issued under the provisions of Article 384 of Chapter 82 of Title 36 of the O.C.G.A., the "Revenue Bond La w," or under the85 provisions of this Act. The obligations authorized under this Act may be issued by the86 authority in the manner authorized under the Revenue Bond Law.87 S. B. 612 - 4 - 26 LC 62 0435 SECTION 5.88 Powers.89 The authority shall have all the powers necessary or convenient to carry out and effectuate90 the purposes and provisions of this Act, including, but without limiting the generality of the91 foregoing, the power:92 (1) To sue and be sued;93 (2) To adopt and alter a corporate seal;94 (3) To make and execute with public and private persons and co rporations contracts,95 trusts, leases, rental agreements, and other instruments relati ng to its projects and in96 furtherance of the purposes of the authority, including contrac ts for the constructing,97 renting, and leasing of its projects for the use of any county or municipality in this state;98 (4) To acquire in its own name by purchase on such terms and c onditions and in such99 manner as it may deem proper or by gift, grant, lease, or other wise, real and personal100 property necessary or convenient for its corporate purposes, or rights and easements101 therein, and to use the same so long as its corporate existence shall continue and to lease102 or make contracts with respect to the use of or disposition of the same in any manner it103 deems to the best advantage of the authority. Title to any such property shall be held by104 the authority exclusively for the benefit of the public;105 (5) To improve, extend, add to, reconstruct, renovate, or remo del any project or part106 thereof already acquired;107 (6) To pledge or assign any revenues, income, rent, charges, a nd fees received by the108 authority;109 (7) To appoint and select agents, engineers, architects, attor neys, fiscal agents,110 accountants, and employees and to provide for their compensation and duties;111 S. B. 612 - 5 - 26 LC 62 0435 (8) To construct, reconstruct, acquire, own, alter, repair, re model, maintain, extend,112 improve, operate, manage, and equip projects located on land ow ned or leased by the113 authority;114 (9) To receive, accept, and use any contributions, loans, or grants by persons, firms, or115 corporations, including the State of Georgia and the United States of America, and any116 other contributions;117 (10) To pay all or part of the costs of any project from the proceeds of revenue bonds of118 the authority or from other lawful sources available to it;119 (11) To prescribe rules and regulations for the operation of and to exercise police powers120 over the projects managed or operated by the authority;121 (12) To accept, receive, and administer gifts, grants, loans a nd devises of money,122 material, and property of any kind, including loans and grants from the State of Georgia123 or the United States of America or any agency or instrumentalit y thereof, upon such124 terms and conditions as the State of Georgia or the United Stat es of America or such125 agency or instrumentality may impose;126 (13) To sell, lease, exchange, transfer, assign, pledge, mortg age, dispose of, grant in127 trust, or grant options for any real or personal property or interest therein in furtherance128 of the purposes of the authority;129 (14) As security for repayment of authority obligations, to pl edge, mortgage, convey,130 assign, hypothecate, or otherwise encumber any property, real o r personal, of such131 authority and to execute any trust agreement, indenture, or security agreement containing132 any provisions not in conflict with law, which trust agreement, indenture, or security133 agreement may provide for foreclosure or forced sale of any pro perty of the authority134 upon default, on such obligations, either in payment of princip al or interest or in the135 performance of any term or condition, as are contained in such agreement or indenture;136 S. B. 612 - 6 - 26 LC 62 0435 (15) To borrow money for any of its corporate purposes, to issue revenue bonds payable137 solely from funds pledged for that purpose, and to provide for the payment of the same138 and for the rights of the holders thereof;139 (16) To exercise all powers usually possessed by private corporations performing similar140 functions which are not in conflict with the Constitution and laws of this state; and141 (17) Pursuant to proper resolution of the authority, to issue revenue bonds payable from142 the rents and revenues of the authority and its projects, which bonds may be issued in143 either fully negotiable coupon form, in which event they shall have all the qualities and144 incidents of negotiable instruments under the laws of the State of Georgia, or which145 bonds may be issued in whole or in part in nonnegotiable fully registered form without146 coupons, payable to a designated payee or to the registered assigns of the payee with such147 conversion privileges as the authority may provide, for the purpose of paying all or any148 part of the cost associated with the projects authorized by the authority, including the cost149 of constructing, reconstructi ng, equipping, ex tending, adding t o, or improving such150 projects or for the purpose of refunding, as provided in this Act, any such bonds of the151 authority theretofore issued. If the proceeds of the bonds of any issue shall exceed the152 amount required for the purpose for which such bonds were issued, the surplus shall be153 paid into the fund provided for the payment of principal and interest on such bonds. All154 such revenue bonds shall be issued and validated under and in a ccordance with the155 procedures of Article 3 of Chapter 82 of Title 36 of the O.C.G. A., the "Revenue Bond156 Law," and in accordance with all terms and provisions thereof n ot in conflict with this157 Act, and in accordance with Code Section 50-17-1 of the O.C.G.A ., relating to use of158 facsimile signatures on public securities, and, as security for the payment of any revenue159 bonds so authorized, any rents and revenue of the authority may be pledged and assigned. 160 Such bonds shall be declared to be issued for an essential publ ic and governmental161 purpose, and such bonds and all income therefrom shall be exemp t from all taxation162 within the State of Georgia. For the purpose of the exemption from taxation of such163 S. B. 612 - 7 - 26 LC 62 0435 bonds and the income therefrom, the authority shall be deemed t o be a political164 subdivision of the State of Georgia.165 SECTION 6.166 Credit not pledged and debt not created by bonds.167 Revenue bonds issued under the provisions of this Act shall not constitute a debt or a pledge168 of the faith and credit of the State of Georgia or City of Coch ran, but such bonds shall be169 payable from the rentals, revenue, earnings, and funds of the a uthority as provided in the170 resolution or trust agreement or indenture authorizing the issuance and securing the payment171 of such bonds. The issuance of such bonds shall not directly, indirectly, or contingently172 obligate the state or said municipality to levy or pledge any form of taxation for the payment173 thereof. No holder of any bond or receiver or trustee in connection therewith shall have the174 right to enforce the payment thereof against any property of the state or of said municipality,175 nor shall any such bond constitute a charge, lien, or encumbrance, legal or equitable, upon176 any such property. All such bonds shall contain on their face a recital setting forth177 substantially the foregoing provisions of this section.178 SECTION 7.179 Trust agreement.180 In the discretion of the authority, any issue of revenue bonds may be secured by an181 agreement or indenture made by the authority with a corporate t rustee, which may be any182 trust company or bank having the powers of a trust company within or without the State of183 Georgia. Such trust agreement or indenture may pledge and assi gn rents, fees, charges,184 revenues, and earnings to be received by the authority. The re solution providing for the185 issuance of revenue bonds and such trust agreement or indenture may contain provisions for186 S. B. 612 - 8 - 26 LC 62 0435 protecting and enforcing the rights and remedies of the bondholders, including the right of187 appointment of a receiver upon default of the payment of any principal or interest obligation188 and the right of any receiver or trustee to enforce collection of any rents, fees, charges, or189 revenues for use of the project or projects necessary to pay al l costs of operation and all190 reserves provided for, all principal and interest on all bonds of the issue, all costs of191 collection, and all other costs reasonably necessary to accomplish the collection of such sums192 in the event of any default of the authority. Such resolution and such trust agreement or193 indenture may include covenants setting forth the duties of the authority in relation to the194 acquisition of property for and the construction of the project and to the custody,195 safeguarding, and application of all funds and covenants provid ing for the operation,196 maintenance, repair, and insurance of the project or projects a nd may contain provisions197 concerning the conditions, if any, upon which additional revenue bonds may be issued. Such198 trust agreement or indenture may set forth the rights and remedies of the bondholders and of199 the trustee and may restrict the individual right of action of bondholders as is customary in200 securing bonds and debentures of corporations and may contain such other provisions as the201 authority may deem reasonable and proper for the security of the bondholders. All expenses202 incurred in carrying out such trust may be treated as a part of the cost of maintenance,203 operation, and repair of the project affected by such trust.204 SECTION 8.205 Refunding bonds.206 The authority is authorized to provide by resolution for the issuance of revenue bonds of the207 authority for the purpose of calling, refunding, or refinancing any revenue bonds issued208 under the provisions of this Act and then outstanding and to include in the amount of such209 refunding bonds all interest and any call premiums that may be required for the redemption210 and refunding of such outstanding bonds.211 S. B. 612 - 9 - 26 LC 62 0435 SECTION 9.212 Venue of actions, jurisdiction.213 Any action to protect or enforce any rights under the provision s of this Act or any action214 against the authority brought in the courts of the State of Geo rgia shall be brought in the215 Superior Court of Bleckley County, Georgia, and any action pertaining to validation of any216 bonds issued under the provisions of this Act shall be brought in said court, which shall have217 exclusive, original jurisdiction of such actions.218 SECTION 10.219 Revenue bond validation.220 The petition for validation of all revenue bonds of the authority shall be brought against the221 authority, and any contracting party whose obligation is pledged as security for the payment222 of the bonds sought to be validated, as defendants, and the def endants shall be required to223 show cause, if any exists, why such contract or contracts and the terms and conditions thereof224 shall not be adjudicated to be in all respects valid and binding upon such contracting parties. 225 It shall be incumbent upon such defendants to defend against adjudication of the validity and226 binding effect of su ch contract or contracts or be forever boun d thereby. Notice of such227 proceedings shall be included in the notice of the validation hearing required to be issued and228 published by the clerk of the Superior Court of Bleckley County in which court such229 validation proceedings shall be initiated.230 S. B. 612 - 10 - 26 LC 62 0435 SECTION 11.231 Interest of bondholders protected.232 While any of the bonds issued by the authority remain outstandi ng, the powers, duties, or233 existence of the authority or of its officers, employees, or ag ents shall not be diminished,234 impaired, or affected in any manner that will affect adversely the interest and rights of the235 holders of such bonds. The provisions of this Act shall be for the benefit of the authority and236 the holders of any such bonds and, upon the issuance of bonds under the provisions of this237 Act, shall constitute a contract with the holders of such bonds.238 SECTION 12.239 Revenues, earnings, rents, and charges; use.240 (a) For the purpose of earning sufficient revenue to make poss ible the financing of the241 construction of the project or projects of the authority with revenue bonds, the authority is242 authorized and empowered to fix, revise, and collect rents, fees, and charges on each project243 which it shall cause to be acquired or constructed. Such rents, fees, or charges to be paid for244 the use of such project or projects shall be so fixed and adjus ted so as to provide a fund245 sufficient with other revenue, if any, of such project or projects or of the authority:246 (1) To pay the cost of operating, maintaining, and repairing t he project or projects,247 including reserves for insurance and extraordinary repairs and other reserves required by248 the resolution or trust agreement or indenture pertaining to such bonds and the issuance249 thereof, unless such cost shall be otherwise provided for;250 (2) To pay the principal of and interest on such revenue bonds as the same shall become251 due, including call premiums, if any, the proceeds of which shall have been or shall be252 used to pay the cost of such project or projects;253 S. B. 612 - 11 - 26 LC 62 0435 (3) To comply with any sinking fund requirements contained in the resolution or trust254 agreement or indenture pertaining to the issuance of and security for such bonds;255 (4) To perform fully all provisions of such resolution or trus t agreement or indenture256 relating to the issuance of or security for such bonds to the payment of which such rent257 is pledged;258 (5) To accumulate any excess income which may be required by the purchasers of such259 bonds or may be dictated by the requirements of such resolution or trust agreement or260 indenture, or which may be required for achieving ready marketability of and low interest261 rates on such bonds; and262 (6) To pay any expenses in connection with such bond issue or of such project,263 including, but not limited to, trustees', attorney's, and fiscal agents' fees.264 (b) Such rent shall be payable at such intervals as may be agreed upon and set forth in the265 rental contract or lease providing therefor, and any such contract or lease may provide for the266 commencement of rent payments to the authority prior to the completion of the project by267 the authority and may provide for the payment of rent during such times as such project may268 be partially or wholly untenantable.269 (c) Such rental contract or lease may obligate the tenants or lessees to operate, maintain, and270 keep in good repair, including complete reconstruction, if nece ssary, the rented or leased271 premises and projects, regardless of the cause of the necessity of such maintenance, repair,272 or reconstruction.273 (d) Such rental contract or lease may obligate the tenants or lessees to indemnify and save274 harmless the authority from any and all damage to persons and property occurring on or by275 reason of the leased property or improvements thereon and to undertake, at the expense of276 the tenants or lessees, the defense of any action brought again st the authority by reason of277 injury or damages to persons or property occurring on or by reason of the leased premises.278 (e) In the event of any failure or refusal on the part of the tenants or lessees to perform279 punctually any covenant or obligation contained in any such ren tal contract or lease, the280 S. B. 612 - 12 - 26 LC 62 0435 authority may enforce performance by any legal or equitable process against the tenants or281 lessees.282 (f) The authority shall be permitted to assign any rent payable to it, pursuant to such rental283 contract or lease, to a trustee or paying agent as may be requi red by the terms of the284 resolution or trust agreement or indenture relating to the issu ance of and security for such285 bonds.286 (g) The use and disposition of the authority's revenue shall be subject to the provisions of287 the resolution authorizing the issuance of such bonds or of the trust agreement or indenture,288 if any, securing the same.289 SECTION 13.290 Sinking fund.291 The revenue, rents, and earnings derived from any particular project or projects and any and292 all revenue, rents, and earnings received by the authority, reg ardless of whether such293 revenue, rents, and earnings were produced by a particular project for which bonds have been294 issued, unless otherwise pledged, may be pledged by the authori ty to payment of the295 principal of and interest on revenue bonds of the authority as may be provided in any296 resolution authorizing the issuance of such bonds or in any trust instrument pertaining to such297 bonds, and such funds so pledged, from whatever source received , may include funds298 received from one or more or all sources and may be set aside a t regular intervals into299 sinking funds for which provision may be made in any such resol ution or trust instrument300 and which may be pledged to and charged with the payment of the interest upon such301 revenue bonds as such interest shall become due, the principal of the bonds as the same shall302 mature, the necessary charges of any trustee or paying agent for paying such principal and303 interest, and any premium upon bonds retired by call or purchase, and the use and disposition304 of any sinking fund may be subject to such regulation as may be provided for in the305 S. B. 612 - 13 - 26 LC 62 0435 resolution authorizing the issuance of the bonds or in the trus t instrument securing the306 payment of the same.307 SECTION 14.308 Taxation status.309 The exercise of the powers conferred upon the authority under t his Act shall constitute an310 essential governmental function for a public purpose, and to the maximum extent permitted311 by general law, the authority shall be required to pay no taxes or assessments upon any of the312 property acquired by it or under its jurisdiction, control, possession, or supervision or upon313 its activities in the operation and maintenance of property acq uired by it or of buildings314 erected or acquired by it or any fees, rents, or other charges for the use of such property or315 buildings or other income received by the authority. This sect ion shall not include an316 exemption from sales and use tax on property purchased by or for the use of the authority.317 SECTION 15.318 Immunity from tort actions.319 The authority shall have the same immunity and exemption from l iability for torts and320 negligence as a Georgia county, and the officers, agents, and e mployees of the authority,321 when in performance of work of the authority, shall have the same immunity and exemption322 from liability for torts and negligence as officers, agents, and employees of a Georgia county. 323 The authority may be sued the same as private corporations on any contractual obligation of324 the authority.325 S. B. 612 - 14 - 26 LC 62 0435 SECTION 16.326 Property not subject to levy and sale.327 The property of the authority shall not be subject to levy and sale under legal process.328 SECTION 17.329 Trust funds.330 All funds received pursuant to the authority of Section 12 of this Act, whether as proceeds331 from the sale of revenue bonds or as revenue, rents, fees, char ges, or other earnings or as332 grants, gifts, or other contributions, shall be deemed to be trust funds to be held and applied333 by the authority, solely as provided in this Act. The bondhold ers entitled to receive the334 benefits of such funds shall have a lien on all such funds unti l the same are applied as335 provided for in any such resolution or trust instrument of the authority.336 SECTION 18.337 Construction.338 This Act and any other law enacted with reference to the author ity shall be liberally339 construed for the accomplishment of the purposes of the authority.340 SECTION 19.341 Scope of operations.342 The projects of the authority's operation shall be located in the territory embraced within the343 jurisdictional limits of the City of Cochran as the same now or may hereafter exist.344 S. B. 612 - 15 - 26 LC 62 0435 SECTION 20.345 Conveyance of property upon dissolution.346 Should the authority for any reason be dissolved after full pay ment of all bonded347 indebtedness incurred under this Act, both as to principal and interest, title to all property of348 any kind and nature, real and personal, held by the authority at the time of such dissolution349 shall be conveyed to the City of Cochran, or title to any such property may be conveyed prior350 to such dissolution in accordance with provisions which may be made therefor in any351 resolution or trust instrument relating to such property, subject to any liens, leases, or other352 encumbrances outstanding against or in respect to said property at the time of such353 conveyance.354 SECTION 21.355 Severability; effect of partial invalidity of Act.356 Should any sentence, clause, phrase, or part of this Act be dec lared for any reason to be357 unconstitutional or invalid, the same shall not affect such remainder of this Act or any part358 hereof, other than the part so held to be invalid, but the remaining provisions of this Act shall359 remain in full force and effect, and it is the express intentio n of this Act to enact each360 provision of this Act independently of any other provision hereof.361 SECTION 22.362 General repealer.363 All laws and parts of laws in conflict with this Act are repealed.364 S. 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