06 LC 18
5372ERS/AP
House
Bill 1083 (AS PASSED HOUSE AND SENATE)
By:
Representatives Harbin of the
118th,
Burmeister of the
119th,
and Fleming of the
117th
A
BILL TO BE ENTITLED
AN ACT
AN ACT
To
amend Chapter 15 of Title 20 of the Official Code of Georgia Annotated, relating
to the Georgia Medical Center Authority, so as to provide for the comprehensive
revision of said chapter; to change certain provisions regarding definitions; to
change certain provisions regarding the corporate purposes and general nature of
the authority; to provide for additional powers of the authority; to provide for
the issuance of bonds, refunding bonds, notes, or other instruments; to provide
for procedures, conditions, and limitations; to change certain provisions
regarding tax exemptions; to change certain provisions regarding the status of
certain moneys as trust funds; to provide for the supplemental nature of certain
powers and authority granted pursuant to the provisions of said Chapter 15; to
provide for related matters; to repeal conflicting laws; and for other
purposes.
BE
IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:
SECTION
1.
Chapter
15 of Title 20 of the Official Code of Georgia Annotated, relating to the
Georgia Medical Center Authority, is amended by striking paragraph (3) of Code
Section 20-15-2, relating to definitions regarding the authority, and inserting
in its place a new paragraph (3) to read as follows:
"20-15-2.
(a)
As used in this chapter, the term:
(1)
'Authority' means the Georgia Medical Center Authority.
(2)
'Bonds' or 'revenue bonds' means any bonds issued by the authority under this
chapter, including refunding bonds.
(2)(3)
'Cost of the project' means the cost of construction; the cost of all lands,
properties, rights, easements, and franchises acquired; the cost of all
machinery and equipment; financing charges; interest prior to and during
construction and for one year after completion of construction; the cost of
engineering, architectural, and legal expenses and of plans and specifications
and other expenses necessary or incident to determining the feasibility or
practicability of the project; administrative expenses; the cost of intellectual
property; and such other expenses as may be necessary or incident to the
financing authorized in this chapter, the construction of any project, the
placing of the same in operation, and the condemnation of property necessary for
such construction and operation. Any obligation or expense incurred for any of
the foregoing purposes shall be regarded as a part of the cost of the project
and may be paid or reimbursed as such
out of the
proceeds of revenue bonds issued under this chapter for such
project.
(3)(4)
'Project' means and includes one or any combination of the following:
biomedical
and biotechnical research centers,
life sciences
industry research and development,
manufacturing facilities, and programs
based in
Augusta,
the State
of Georgia, to include office space,
laboratories, treatment centers, and other related buildings, structures,
equipment, as well as associated facilities such as parking facilities and
common areas; and improvements of every kind and character deemed by the
authority necessary or convenient for its purposes.
(b)
Any project or combination of projects shall be deemed 'self-liquidating' if, in
the judgment of the authority, the revenues, rents, or earnings to be derived by
the authority therefrom will be sufficient to pay the cost of maintaining,
repairing, and operating the project and to pay the principal of and interest on
revenue bonds which may be issued for the cost of such project, projects, or
combination of
projects."
SECTION
2.
Said
chapter is further amended by striking Code Section 20-15-4, relating to
purposes of the authority, and inserting in its place a new Code Section 20-15-4
to read as follows:
"20-15-4.
The
corporate purpose and the general nature of the business of the authority shall
be:
(1)
The provision of
biomedical
and biotechnical research centers,
life sciences
industry research and development and
manufacturing facilities, and programs
based in
Augusta,
Georgia, in cooperation with the board of
regents
the State of
Georgia;
(2)
The commercialization of biomedical and biotechnical research
results;
(3)
The promotion of closer ties between academic institutions of the state and the
biomedical industry so as to capitalize on present and future state intellectual
resources;
(4)
The generation of sustained research funding in the form of revenues from
licensed and commercialized intellectual property with excess revenues
reinvested in biomedical research infrastructure and programs;
(5)
The promotion of continuing investment in the intellectual capacity of the
Medical College of Georgia by cooperating with the board of regents in the
retention and recruitment of clinical faculty; and
(4)
The facilitation of the development of a life sciences industrial cluster in the
State of Georgia; and
(6)(5)
The advancement of local and state economic growth.
Nothing
in this chapter shall be construed to conflict with the powers and authority of
the board of regents over its
institutions."
SECTION
3.
Said
chapter is further amended by striking Code Section 20-15-5, relating to powers
of the authority, and inserting in its place a new Code Section 20-15-5 to read
as follows:
"20-15-5.
The
authority is authorized:
(1)
To have a seal and alter it at pleasure;
(2)
To acquire, by
purchase, lease, or otherwise and to hold,
lease,
and dispose of
real
and personal
and
intellectual property
of every kind
and character for its corporate
purposes;
(3)
To appoint, select, and employ officers, agents, and employees, including but
not limited to engineering, architectural, and construction experts and fiscal
agents; to contract for the services of individuals or organizations not
employed full time by the authority who or which are engaged primarily in the
rendition of personal services rather than the sale of goods or merchandise,
such as, but not limited to, the services of accountants, engineers, architects,
consultants, and advisors, and to allow suitable compensation for such services;
and to make provisions with regard to its employees for group insurance,
retirement, or other employee benefit arrangements, provided that no part-time
or contract employees shall participate in group insurance or retirement
benefits and to establish conditions of employment of authority
employees;
(4)
To make contracts and to execute all instruments necessary or convenient,
including but not limited to contracts for construction of projects or contracts
with respect to the leasing or use of projects which the authority causes to be
erected or acquired;
(5)
To plan, survey, subdivide, administer, construct, erect, acquire, own, repair,
remodel, maintain, add to, extend, improve, equip, operate, and manage projects
as defined in this chapter, such projects to be located on property owned or
leased by the authority or the State of Georgia or under the control and
management of the authority. The cost of any such project shall be paid from the
authoritýs
income or from such proceeds and any loan, gift, or grant from the United States
of America or any agency or instrumentality thereof, or the State of Georgia or
any county, municipal corporation, authority, or local government or governing
body thereof;
(6)
To extend credit or make loans to any person, firm, corporation, limited
liability company, or other type of entity for the planning, design,
construction, acquisition, refinancing, or carrying out of any project, which
credit or loans shall be secured by loan agreements, deeds to secure debt,
security agreements, contracts, and all other instruments, fees, or charges,
upon such terms and conditions as the authority shall determine reasonable in
connection with such loans, including provision for the establishment and
maintenance of reserves and insurance funds, and to require the inclusion in any
contract, loan agreement, deed to secure debt, security agreement, or other
instrument, of such provisions for guaranty, insurance, construction, use,
operation, maintenance, and financing of a project as the authority may deem
necessary or desirable;
(7)
To acquire, accept, or retain equitable interests, security interests, or other
interests in any property, real or personal, by deed to secure debt, assignment,
security agreement, pledge, conveyance, contract, lien, loan agreement, or other
consensual transfer, in order to secure the repayment of any moneys loaned or
credit extended by the authority;
(8)
To borrow money for any of its corporate purposes and to issue negotiable
revenue bonds payable solely from funds pledged for that purpose and to provide
for the payment of such bonds and for the rights of the holders
thereof;
(9)
To borrow money for any of its corporate purposes, on either an unsecured or
secured basis, and to execute loan agreements, promissory notes, and other
contracts and instruments in connection therewith and to provide for the
repayment of such loans and for the rights of the lenders thereof;
(10)
As security for repayment of its revenue bonds, loans, or notes, to pledge,
mortgage, convey, assign, hypothecate, or otherwise encumber any property, real
or personal, of such authority, to the extent of its interest therein, and to
execute any trust agreement, indenture, or security agreement containing any
provisions not in conflict with law, which trust agreement, indenture, or
security agreement may provide for foreclosure or forced sale of any part of the
authority upon default on such bonds, loans, or notes, either in payment of
principal or interest in the performance of any term or condition as are
contained in such agreement or indenture. The state waives any right which it
may have to prevent the forced sale or foreclosure of any property of the
authority so mortgaged or encumbered, to the extent of the interest of the
authority therein but not any interest of the state therein, and any such
mortgage or encumbrance may be foreclosed in accordance with law and the terms
thereof;
(11)
To procure or to provide insurance against any loss in connection with its
programs, property, and other assets;
(6)(12)
To accept loans or grants, or both, of money, materials, or property of any kind
from the United States of America or any agency or instrumentality thereof upon
such terms and conditions as the United States of America or such agency or
instrumentality may impose
and to
administer trusts;
(7)(13)
To exercise any power which is usually possessed by private corporations
performing similar functions and which is not in conflict with the Constitution
and laws of this state;
(8)(14)
To act as agent for the United States of America or any agency, department,
corporation, or instrumentality thereof, in any manner within the purposes or
powers of the authority;
(9)(15)
To adopt, alter, or repeal its own bylaws, rules, and regulations governing the
manner in which its business may be transacted and in which the power granted to
it may be enjoyed, as the authority may deem necessary or expedient in
facilitating its business;
(10)(16)
To receive and accept loans, gifts, grants, donations, or contributions of
property, facilities, or services, with or without consideration, from any
person, firm, or corporation or from the State of Georgia, or any agency or
instrumentality thereof, or from any county, municipal corporation, or local
government or governing body;
(11)(17)
To hold, use, administer, and expend such sum or sums as may hereafter be
received as income, as gifts, or as appropriations by authority of the General
Assembly for any of the purposes of this authority;
(12)(18)
To do all things necessary or convenient to carry out the powers and purposes of
the authority;
(13)(19)
To acquire, lease (as lessee), purchase, hold, own, and use any franchise or any
property, real or personal, tangible or intangible, or any interest therein; and
to sell, lease (as lessor), transfer, or dispose thereof whenever the same is no
longer required for purposes of the authority, or exchange the same for other
property or rights which are useful for the purposes of the
authority;
(14)(20)
To fix, alter, charge, and collect fares, rates, rentals, and other charges for
its facilities and for admission to its grounds at reasonable rates to be
determined by the authority;
(15)(21)
To contract with the Georgia State Financing and Investment Commission for the
construction of the project as provided for in Article 2 of Chapter 17 of Title
50; or to contract with other authorities, departments, or agencies of the State
of Georgia; or
to contract with private developers, architects, and
engineers for the construction of the
project; and
(16)(22)
To invest and reinvest any or all idle funds or moneys, including, but not
limited to, funds held in reserve or from contributions, gifts, or grants, which
cannot be immediately used for the purpose for which received, such investment
to be made in any security or securities which are legal investments for
executors or trustees; provided, however, that investments in such securities
will at all times be held for and, when sold, used for the purposes for which
the money was originally
received."
SECTION
4.
Said
chapter is further amended by adding seven new Code sections immediately
following Code Section 20-15-5, to be designated Code Sections 20-15-5.1,
20-15-5.2, 20-15-5.3, 20-15-5.4, 20-15-5.5, 20-15-5.6, and 20-15-5.7,
respectively, to read as follows:
"20-15-5.1.
(a)
Revenue bonds issued by the authority shall be paid solely from the property
(including, but not limited to, real property, fixtures, personal property,
revenues, or other funds) pledged, mortgaged, conveyed, assigned, hypothecated,
or otherwise encumbered to secure or to pay such bonds. No revenue bonds shall
be issued by the authority under this chapter unless its members adopt a
resolution finding that the project or combination of projects for which such
bonds are to be issued will be self-liquidating.
(b)
All revenue bonds shall be authorized by resolution of the authority, adopted by
a majority vote of the full membership of the authority at a regular or special
meeting.
(c)
Revenue bonds shall bear such date or dates, shall mature at such time or times
(not more than 40 years from their respective dates), shall bear interest at
such rate or rates (which may be fixed or may fluctuate or otherwise change
from time to time), shall be subject to redemption on such terms, and shall
contain such other terms, provisions, covenants, assignments, and conditions as
the resolution authorizing the issuance of such bonds may permit or provide.
The terms, provisions, covenants, assignments, and conditions contained in or
provided or permitted by any resolution of the authority authorizing the
issuance of such revenue bonds shall bind the members of the authority then in
office and their successors.
(d)
The authority shall have power from time to time and whenever it deems it
expedient to refund any bonds by the issuance of new bonds, whether or not the
bonds to be refunded have matured, and may issue bonds partly to refund bonds
then outstanding and partly for any other purpose permitted under this chapter.
The refunding bonds may be exchanged for the bonds to be refunded, with such
cash adjustments as may be agreed upon, or may sold and the proceeds applied to
the purchase or redemption of the bonds to be refunded.
(e)
Any limitations with respect to interest rates or any maximum interest rate or
rates found in the usury laws of this state or any other laws of this state
shall not apply to revenue bonds of the authority.
(f)
The authority shall not have outstanding at any one time bonds and notes
exceeding $300 million; provided, however, that such limitations shall not apply
with respect to bonds and notes issued to refund outstanding bonds and
notes.
20-15-5.2.
(a)
Bonds of the authority shall be confirmed and validated in accordance with the
procedure of Article 3 of Chapter 82 of Title 36.
(b)
Bonds issued by the authority may be in such form, either coupon or fully
registered, or both coupon and fully registered, and may be subject to such
exchangeability and transferability provisions as the bond resolution
authorizing the issuance of such bonds or any indenture or trust agreement may
provide.
(c)
Bonds shall bear a certificate of validation. The signature of the clerk of the
Superior Court of Richmond County may be made on the certificate of validation
of such bonds by facsimile or by manual execution, stating the date on which
such bonds were validated; and such entry shall be original evidence of the
fact of judgment and shall be received as original evidence in any court in this
state.
20-15-5.3.
(a)
Subject to the limitations and procedures provided by this Code section and by
Code Section 20-15-5.2, the agreements or instruments executed by the authority
may contain such provisions not inconsistent with law as shall be determined by
the members of the authority.
(b)
The proceeds derived from the sale of all bonds issued by the authority shall be
held and used for the ultimate purpose of paying, directly or indirectly as
permitted in this chapter, all or part the cost of any project, or for the
purpose of refunding any bonds or bond anticipation notes issued in accordance
with this chapter.
(c)
Issuance by the authority of one or more series of bonds or bond anticipation
notes for one or more projects shall not preclude it from issuing other bonds in
connection with the same project or with any other projects; but the proceeding
wherein any subsequent bonds are issued shall recognize and protect any prior
loan agreement, mortgage, deed to secure debt, trust deed, security agreement,
or other agreement or instrument made for any prior issue of bonds, unless in
the resolution authorizing such prior issue the right is expressly reserved to
the authority to issue subsequent bonds on a parity with such prior
issue.
(d)
The authority shall have the power and is authorized, whenever bonds of the
authority shall have validated as provided in this chapter, to issue from time
to time its notes in anticipation of such bonds as validated and to renew from
time to time any such notes by the issuance of new notes, whether or not the
notes to be renewed have matured. The authority may issue such bond
anticipation notes only to provide funds which would otherwise be provided by
the issuance of the bonds as validated. Such notes may be authorized, sold,
executed, and delivered in the same manner as bonds. As with its bonds, the
authority may sell such notes at public sale or at private sale. Any resolution
or resolutions authorizing notes of the authority or any issue thereof may
contain any provisions which the authority is authorized to include in any
resolution or resolutions authorizing bonds of the authority of any issue
thereof; and the authority may include in any notes any terms, covenants, or
conditions which the authority is authorized to include in any bonds.
Validation of such bonds shall be a condition precedent to the issuance of such
notes, but it shall not be required that such notes be judicially validated.
Bond anticipation notes shall not be issued in an amount exceeding the par
value of the bonds in anticipation on which they are to be issued.
20-15-5.4.
The
authority may sell its bonds in such manner and for such price as it may
determine to be for the best interests of the authority. Whenever the authority
shall determine to issue its bonds, it shall request the Georgia State Financing
and Investment Commission to approve the bonds and carry out other services for
the authority as provided by Article 2 of Chapter 17 of Title 50.
20-15-5.5.
Revenue
bonds may be issued without any other proceedings or the happening of any other
conditions or things than those proceedings, conditions, and things which are
specified or required by this chapter. In the discretion of the authority,
revenue bonds of a single issue may be issued for the purpose of paying the cost
of any one or more, including combination of, projects at any one unit or any
number of units. Any resolution providing for the issuance of revenue bonds
under this chapter shall become effective immediately upon its passage and need
not be published or posted. Any such resolution may be passed at any regular
or special or adjourned meeting of the authority by a majority of its full
membership.
20-15-5.6.
Revenue
bonds issued under this chapter shall not be deemed to constitute a debt of the
state or a pledge of the faith and credit of the state, but such bonds shall be
payable solely from the property provided for in Code Section 20-15-5.1; and the
issuance of such revenue bonds shall not directly, indirectly, or contingently
obligate the state to levy or to pledge any form of taxation whatever therefor
or to make any appropriation for their payment; and all such bonds shall contain
recitals on their face covering substantially the foregoing provisions of this
Code section.
20-15-5.7.
The
bonds authorized in this chapter are made securities in which all public
officers and public bodies of this state and all municipalities and all
political subdivisions; all insurance companies and associations and other
persons carrying on an insurance business; all banks, bankers, trust companies,
savings banks, and savings associations, including savings and loan
associations, building and loan associations, investment companies, and other
persons carrying on a banking business; all administrators, guardians,
executors, trustees, and other fiduciaries; and all other persons whatsoever who
are now or may hereafter be authorized to invest in bonds or other obligations
of the state may properly and legally invest funds including capital in their
control or belonging to them. The bonds are also made securities which may be
deposited with and shall be received by all public officers and public bodies of
this state and all municipalities and political subdivisions for any purpose for
which the deposit of the bonds or other obligations of this state is
authorized."
SECTION
5.
Said
chapter is further amended by striking Code Section 20-15-6, relating to public
purposes and tax exemptions of the authority, and inserting in its place a new
Code Section 20-15-6 to read as follows:
"20-15-6.
It
is found, determined, and declared that the creation of the authority and the
carrying out of its corporate purposes are in all respects for the benefit of
the people of this state and constitute a public purpose and that the authority
will be performing an essential governmental function in the exercise of the
powers conferred upon it by this chapter. The State of Georgia covenants
with the
holders of the bonds that the authority
shall be required to pay no taxes or assessments upon any of the property
acquired or
leased by it or under its jurisdiction,
control, possession, or supervision or upon its activities in the operation or
maintenance of the facilities erected, maintained, or acquired by it or any
fees, rentals, or other charges for the use of such facilities or other income
received by the
authority, and
that the bonds of the authority, their transfer, and the income therefrom shall
at all times be exempt from taxation within the
state; provided, however, in no event
shall the exemptions granted in this Code section extend to any lessee or other
private person or entity.
The exemption
from taxation provided for in this Code section shall include exemptions from
sales and use taxes on property purchased by the
authority."
SECTION
6.
Said
chapter is further amended by striking Code Section 20-15-7, relating to the
status of certain moneys as trust funds, and inserting in its place a new Code
Section 20-15-7 to read as follows:
"20-15-7.
All
moneys received pursuant to the authority of this chapter, whether as
proceeds from
the sale of revenue bonds, as grants or
other
contributions,
or as revenues, rents, and earnings, shall be deemed to be trust funds to be
held and applied solely as provided in this
chapter."
SECTION
7.
Said
chapter is further amended by adding a new Code section at the end thereof, to
be designated Code Section 20-15-16, to read as follows:.
"20-15-16.
This
chapter shall be deemed to provide an additional and alternative method for the
doing of things authorized by this chapter, shall be regarded as supplemental
and additional to powers conferred by other laws, and shall not be regarded as
in derogation of any powers now
existing."
SECTION
8.
All
laws and parts of laws in conflict with this Act are repealed.