08 LC 28
4213ER/AP
House
Bill 1439 (AS PASSED HOUSE AND SENATE)
By:
Representatives Bearden of the
68th
and Hembree of the
67th
A
BILL TO BE ENTITLED
AN ACT
AN ACT
To
create the City of Villa Rica Public Facilities Authority; to provide for a
short title and legislative findings; to confer powers and impose duties on the
authority; to provide for the membership and the appointment of members of the
authority and their terms of office, qualifications, duties, powers, and
compensation; to provide for vacancies, organization, meetings, and expenses; to
provide for definitions; to provide for the issuance and sale of revenue bonds
and their negotiability, sale, and use of proceeds from such sales; to provide
for conditions for issuance of such obligations; to prohibit the pledge of
credit for the payment of bonds; to provide for trust indentures and a sinking
fund; to provide for payment of bond proceeds; to provide for bondholder
remedies and protection; to provide for refunding bonds; to provide for bond
validation; to provide for venue and jurisdiction; to provide for trust funds;
to provide for authority´s purpose; to provide for charges; to provide for
rules and regulations; to provide for tort immunity; to provide for tax
exemptions and exemptions from levy and sale; to provide for supplemental
powers; to provide for effect on other governments; to provide for liberal
construction; to provide for severability; to provide an effective date; to
provide for related matters; to repeal conflicting laws; and for other
purposes.
BE
IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:
SECTION
1.
Short title.
Short title.
This
Act shall be known and may be cited as the "City of Villa Rica Public Facilities
Authority Act."
SECTION
2.
Creation of authority; purpose.
Creation of authority; purpose.
There
is created a body corporate and politic to be known as the "City of Villa Rica
Public Facilities Authority," which shall be deemed to be a public corporation.
Such corporation shall be separate and distinct from any public corporation or
other entity heretofore created by the General Assembly and shall be an
instrumentality of the State of Georgia exercising governmental powers. The
authority is created for the purpose of promoting the public good and general
welfare of the citizens of the City of Villa Rica, and assisting the City of
Villa Rica in providing facilities, equipment, and services to the citizens of
the City of Villa Rica in the most efficient means possible. In connection with
the exercise of any of its powers, the members of the authority may make
findings or determinations that the exercise of its powers as proposed will
promote the public good and general welfare, and assist the City of Villa Rica
in providing facilities, equipment, and services, and such findings or
determinations, if made, shall be conclusive and binding.
SECTION
3.
Definitions.
Definitions.
As
used in this Act, the following words and terms shall have the meaning specified
unless the context or use clearly indicates a different meaning or
intent:
(1)
"Authority" means the City of Villa Rica Public Facilities Authority created by
this Act.
(2)
"Cost of the project" shall include (A) the cost of construction; (B) the cost
of all land and interests therein, properties, rights, easements, and franchises
acquired; (C) the cost of acquiring, constructing, or erecting buildings,
improvements, materials, labor, and services; (D) the cost of all machinery and
equipment; (E) financing charges and interest prior to and during construction
or acquisition of any project and for six months after such project is placed
into service and operational at the level intended; (F) the cost of
construction, engineering, architectural, fiscal, accounting, inspection, and
legal expenses relating to a project or to the financing or refinancing of any
project and other expenses necessary or incident to determining the feasibility
or practicability of any project; (G) administrative expenses relating to any
project or the financing or refinancing thereof, and such other expenses as may
be necessary or incident to the financing of a project herein authorized, the
acquisition, construction, renovation, reconstruction, or remodeling of a
project, and the placing of the same in operation. Any obligation or expense
incurred for any of the foregoing purposes shall be regarded as part of the cost
of the project and may be paid or reimbursed as such out of any funds of the
authority, including proceeds of any revenue bonds issued under the provisions
of this Act for any such project or projects and the proceeds of the sale of any
contracts, lease agreements, or installment sales agreements or the amounts
payable thereunder, either directly or by the creation of interests
therein.
(3)
"City" means the City of Villa Rica, Georgia, or its successor.
(4)
"Project" means any capital project determined by the authority to promote the
public good or general welfare of the citizens of the city, or any of its
enterprises or systems, including, but not limited to, the acquisition,
construction, renovation, improvement, extension, addition, or equipping of (A)
utility systems and improvements, including without limitation water and sewer
systems and facilities, sewage and solid waste disposal systems and facilities,
and electric, gas, and other similar facilities and systems; (B) emergency
facilities, including emergency, fire, police, and rescue facilities;
(C) recreational facilities, including parks, athletic fields, buildings,
or facilities and other similar facilities; (D) public safety facilities,
including jails, police departments, facilities, or equipment, and state patrol
or other law enforcement facilities or equipment; (E) healthcare facilities
and equipment; (F) educational, cultural, or historical facilities and
equipment; and (G) administrative facilities and equipment, including city hall
buildings and other governmental buildings.
(5)
"Revenue bonds" means revenue bonds issued by the authority pursuant to the
terms of this Act or under Article 3 of Chapter 82 of Title 36 of the O.C.G.A,
known as the "Revenue Bond Law."
SECTION
4.
Powers of the authority.
Powers of the authority.
The
authority shall have the power:
(1)
To hold, own, lease, transfer, and convey real and personal property or
interests therein;
(2)
To sue and be sued;
(3)
To have and to use a seal and to alter the same at its pleasure;
(4)
To acquire, construct, purchase, own, equip, operate, extend, improve, lease,
and sell any project;
(5)
To exercise the powers conferred upon a "public corporation" or a "public
authority" by Article IX, Section III, Paragraph I of the Constitution of
Georgia, such authority being expressly declared to be a "public corporation" or
a "public authority" within the meaning of such provision of the Constitution of
Georgia;
(6)
To acquire property and projects in its own name by gift or by purchase on such
terms and conditions and in such manner as it may deem proper. If the authority
shall deem it expedient to construct any project on real property or any
interest therein or usufruct which is subject to the control of the city, the
city is authorized to convey such real property or interest therein to the
authority for no consideration or for such consideration as may be agreed upon
by the authority and the city, taking into consideration the public benefit to
be derived from such conveyance. The city may transfer such property or
interest therein without regard to any determination as to whether or not such
property or interest therein is surplus;
(7)
To accept gifts and bequests for its corporate purposes;
(8)
To appoint, select, and employ, with or without bidding as the authority may
choose, officers, agents, and employees, including engineering, architectural,
and construction experts, fiscal agents, underwriters or other advisors, and
attorneys, and to fix their compensation;
(9)
To make and execute with public and private persons and corporations contracts,
lease agreements, rental agreements, installment sale agreements, and other
instruments relating to its projects and incident to the exercise of the powers
of the authority, including contracts for constructing, renting, leasing, and
selling its projects for the benefit of the city; and, without limiting the
generality of the foregoing, authority is specifically granted to the authority
and to the city to enter into contracts, lease agreements, rental agreements,
installment sale agreements and related agreements with the authority for a term
not exceeding 50 years as provided in Article IX, Section III of the
Constitution of the State of Georgia;
(10)
To lease, sell, transfer, or otherwise dispose of any property, real or
personal, or assets of the authority, or to assign its rights under its
contracts, lease agreements, or installment sale agreements or its right to
receive payments thereunder, either directly or through trust or custodial
arrangements whereby interests are created in such contracts, lease agreements,
or installment sale agreements or the payments to be received thereunder through
the issuance of trust certificates, certificates of participation, custodial
receipts, or other similar instruments;
(11)
To accept loans or grants of money or property of any kind from the United
States, the State of Georgia, or any political subdivision of the State of
Georgia;
(12)
To borrow money for any of its corporate purposes and to issue revenue bonds,
notes, or other types of indebtedness payable solely from funds or revenues of
the authority pledged for that purpose and to pledge and assign any of its
revenues, income, rent, charges, and fees to provide for the payment of the same
and to provide for the rights of the holders of such revenue bonds;
(13)
To enter into (A) interest rate swaps, collars, or other types of interest rate
management agreements, or (B) credit enhancement or liquidity agreements
relating to any obligations of the authority, provided that the obligation of
the authority under such agreements shall not be a general obligation of the
authority but shall be a limited obligation of the authority payable from a
specific source of funds identified for such purpose. The authority shall be
exempt from any requirement of Georgia law requiring a swap management plan or
other similar plan relating to interest swap agreements;
(14)
To make such rules and regulations governing its employees and property as it
may in its discretion deem proper;
(15)
To be sued the same as any private corporation on any contractual obligation of
the authority. The authority shall have the same rights to sue any other person
or entity as any private corporation; and
(16)
To issue its revenue bonds, notes, or other obligations to finance or refinance
any project which may be financed by the city under the Revenue Bond Law of the
State of Georgia.
SECTION
5.
Members of the authority; terms of office.
Members of the authority; terms of office.
The
authority shall consist of six to nine members. Six of the members shall be the
persons at the time serving as the five duly elected members of the city council
of the City of Villa Rica and the mayor of the City of Villa Rica, who shall be
eligible to succeed themselves. The members of the authority shall hold office
for terms coinciding with their terms on the city council or his or her term as
mayor, respectively, and shall serve until their successors take office. The
mayor and council, in their capacities to the city, may nominate and appoint up
to three additional members who possess knowledge or experience in matters
within the power of the authority. The nonmayor and council members of the
authority shall serve one-year terms and are eligible to be reappointed without
limitation. In the event that the number of members of the city council is
changed, then the number of members of the authority shall be correspondingly
changed. Immediately after their official seating on the city council, each
member of the authority shall enter upon their duties. A majority of the
members of the authority shall constitute a quorum, and no vacancy on the
authority shall impair the right of the quorum to exercise all the rights and
perform all the duties of the authority and, in every instance, a majority vote
of a quorum shall authorize any legal act of the authority, including all things
necessary to authorize and issue revenue bonds. The authority shall elect one
of its members as chairperson and shall elect a secretary and a treasurer. The
secretary and treasurer need not necessarily be a member of the authority. The
chairperson shall be a non-voting member of the authority; however, if at any
time there are an even number of members on the authority, the chairperson shall
only be allowed to vote to break a tie. The authority may elect a
vice-chairperson or any number of assistant secretaries or treasurers as it may
from time to time deem necessary or desirable. The members of the authority
shall not be entitled to compensation for their services, but shall be entitled
to and shall be reimbursed for their actual expenses necessarily incurred in the
performance of their duties. The authority shall make rules and regulations for
its own governance and it shall have perpetual existence. Any change in name or
composition of the authority shall in no way affect the vested rights of any
person under the provisions of this Act or impair the obligations of any
contracts existing under this Act.
SECTION
6.
Issuance and sale of revenue bonds.
Issuance and sale of revenue bonds.
The
authority shall have power and is authorized from time to time to provide for
the issuance and sale of negotiable revenue bonds in the manner provided by
Article 3 of Chapter 82 of Title 36 of the O.C.G.A., known as the "Revenue Bond
Law," for the purpose of paying all or any part of the cost of any one or more
projects, including the cost of constructing, reconstructing, equipping,
extending, adding to, or improving any such project, or for the purpose of
refunding, as herein provided, any such bonds of the authority or any other
authority or public body previously issued to finance or refinance the cost of a
project. The principal of and interest on such revenue bonds shall be a limited
obligation of the authority payable solely from the source or sources of funds
specified in the indenture or resolution of the authority authorizing the
issuance of such revenue bonds. The revenue bonds of each issue shall be issued
and validated under and in accordance with the provisions of the Revenue Bond
Law. Such revenue bonds shall mature on such dates, bear interest at such rate
or rates, whether fixed or variable, be subject to redemption and have such
other terms as the authority may provide in the indenture or resolution relating
thereto. Such revenue bonds shall not be subject to any provision of Georgia
law limiting the rate of interest payable thereon, and may be sold in a
negotiated sale or in a public sale as the authority may determine.
SECTION
7.
Power to incur loans or issue notes.
Power to incur loans or issue notes.
The
authority shall also have the power to incur indebtedness from time to time for
the purpose of financing or refinancing any project or refunding any obligations
previously issued for such purpose, or for any other purpose, whether in the
form of a loan or through the issuance of notes, and the principal of and
interest on such notes or loans shall be a limited obligation of the authority
payable solely from the source or sources of funds specified in the resolution
or indenture of the authority authorizing such loan or the issuance of such
notes. Any such loan or notes shall not be required to be validated as a
condition to the issuance thereof and shall have such terms as may be specified
by the authority in the resolution or indenture authorizing the
same.
SECTION
8.
Negotiable instruments; bonds or other obligations exempt from taxation.
Negotiable instruments; bonds or other obligations exempt from taxation.
All
revenue bonds issued under the provisions of this Act shall have all the
qualities and incidents of negotiable instruments under the negotiable
instruments law of this state. All such bonds, and any loan incurred or note
issued as provided in this Act, are declared to be issued or incurred for an
essential public and government purpose and such obligations and the interest
thereon shall be exempt from all taxation within this state.
SECTION
9.
Revenue bonds or notes not a debt or general obligation.
Revenue bonds or notes not a debt or general obligation.
Revenue
bonds or notes issued under the provisions of this Act or any loan incurred as
authorized herein shall not constitute a debt or a pledge of the faith and
credit of the State of Georgia or of any political subdivision thereof,
including the city, but shall be payable solely from the sources as may be
designated in the resolution or indenture of the authority authorizing the
issuance of the same. The issuance of such obligations shall not directly,
indirectly, or contingently obligate the State of Georgia or any political
subdivision thereof, including the city, to levy or to pledge any form of
taxation whatsoever for the payment thereof. No holder of any bond or receiver
or trustee in connection therewith shall have the right to enforce the payment
thereof against any property of the State of Georgia or any political
subdivision thereof, including the city, nor shall any such bond constitute a
charge, lien, or encumbrance, legal or equitable, upon any such property. All
such obligations shall contain on their face a recital setting forth
substantially the foregoing provisions of this section. Nothing in this section
shall be construed to prohibit the State of Georgia or any political subdivision
or agency thereof, including the city, from obligating itself to pay the amounts
required under any contract entered into with the authority pursuant to Article
IX of the Constitution of the State of Georgia or any successor provision,
including from funds received from taxes to be levied and collected for that
purpose to the extent necessary to pay the obligations contractually incurred by
the authority, and from any other source.
SECTION
10.
Issuance of bonds or obligations under indentures or resolutions.
Issuance of bonds or obligations under indentures or resolutions.
In
the discretion of the authority, any issuance of such revenue bonds, notes, or
other obligations may be secured by a trust indenture by and between the
authority and a trustee, which may be any trust company or bank having the
powers of a trust company within or outside the State of Georgia. Such trust
indenture may pledge or assign fees, tolls, rents, revenues, and earnings to be
received by the authority including the proceeds derived from the financing,
sale, or lease, from time to time, of any project. Either the resolution
providing for the issuance of revenue bonds or other obligations or such trust
indenture may contain such provisions for protecting and enforcing the rights
and remedies of the owners of such bonds or obligations as may be reasonable and
proper and not in violation of law, including covenants setting forth the duties
of the authority or any lessee or purchaser in relation to the acquisition and
construction of any project, the maintenance, operation, repair, and issuance of
any project, and the custody, safeguarding, and application of all moneys,
including the proceeds derived from the sale or lease of any project or from the
sale of any such bonds, notes, or other obligations and may contain provisions
concerning the conditions, if any, upon which additional bonds, notes, or other
obligations may be issued, whether on a parity with or subordinate to, any other
obligations issued by the authority. Such indenture or resolution may set forth
the rights and remedies of the owners of such obligations and of the trustee.
In addition to the foregoing, such trust indenture may contain such other
provisions as the authority may deem reasonable and proper of the security of
the owners of such bonds or other obligations or otherwise necessary or
convenient in connection with the issuance of such obligations. All expenses
incurred in carrying out such trust indenture may be treated as a part of the
cost of maintenance, operation, and repair of the project affected by such
indenture.
SECTION
11.
Security of the payment of bonds or other obligations.
Security of the payment of bonds or other obligations.
The
authority may assign or pledge any property or revenues to the payment of the
principal and interest on revenue bonds of the authority as the resolution
authorizing the issuance of the bonds or the trust indenture may provide. The
use and disposition of such property or revenues assigned to the payment of
bonds or other obligations shall be subject to the indenture or resolution
authorizing the issuance of such revenue bonds or obligations. Any lien created
by the authority for the payment of such bonds or obligations may be a first
lien or a subordinate lien as the authority may provide, and any such indenture
or resolution may provide, at the option of the authority, for the issuance of
additional bonds or other obligations sharing any lien on a parity or
subordinate lien basis.
SECTION
12.
Refunding bonds or obligations.
Refunding bonds or obligations.
The
authority is authorized to provide by resolution for the issuance of
obligations, whether revenue bonds, notes, or other obligations, for the purpose
of refunding any revenue bonds or other obligations issued under the provisions
of this Act or under any other provision of Georgia law so long as such bonds or
other obligations were issued for a purpose or project for which the authority
could issue bonds. The issuance of such refunding bonds or other obligations
and all the details thereof, the rights of holders thereof, and the duties of
the authority with respect to the same shall be governed by the foregoing
provisions of this Act insofar as the same may be applicable.
SECTION
13.
Principal office; venue.
Principal office; venue.
The
principal office of the authority shall be in the city, and the venue of any
action against it shall be in Carroll County. Any action pertaining to the
validation of any bonds issued under the provisions of this Act and for the
validation of any contract entered into by the authority shall be brought in the
Superior Court of Carroll County, and such court shall have exclusive original
jurisdiction of such actions. Service upon the authority of any process,
subpoena, or summons shall be effected by serving the same personally upon any
member of the authority.
SECTION
14.
Validation of revenue bonds.
Validation of revenue bonds.
Revenue
bonds of the authority shall be confirmed and validated in accordance with the
procedure now or hereafter set forth in Article 3 of Chapter 82 of Title 36 of
the O.C.G.A., known as the "Revenue Bond Law," as the same now exists or may
hereafter be amended. The petition for validation shall also make a party
defendant to such action the city, if the city has or will contract with the
authority with respect to the project for which bonds are to be issued and are
sought to be validated. The bonds, when validated, and the judgment of
validation shall be final and conclusive with respect to the validity of such
bonds against the authority and against all other persons or entities,
regardless of whether such persons or entities were parties to such validation
proceedings.
SECTION
15.
No impairment of rights.
No impairment of rights.
While
any of the bonds or other obligations issued by the authority or any interests
in contracts of the authority remain outstanding, the powers, duties, or
existence of the authority or of its officers, employees, or agents shall not be
diminished or impaired in any manner that will affect adversely the interest and
rights of the holders of such bonds or obligations or such interests in
contracts of the authority. The provisions of this section of this Act shall be
for the benefit of the authority and of the holders of any such bonds or
obligations and interests in contracts of the authority and, upon the issuance
of bonds or obligations or the creation of interests in contracts of the
authority under the provisions of this Act, shall constitute a contract with the
holders of such bonds or obligations or such interests in contracts of the
authority.
SECTION
16.
Trust funds; permitted investments.
Trust funds; permitted investments.
All
moneys received by the authority pursuant to this Act, whether as proceeds from
the sale of revenue bonds or obligations of the authority, as grants or other
contributions, or as revenues, income, fees, and earnings, shall be deemed to be
trust funds to be held and applied solely as provided in this Act and in such
resolutions and trust indentures as may be adopted and entered into by the
authority pursuant to this Act. Any such moneys or funds may be invested from
time to time in such investments as may be permitted under the indenture,
agreement, or resolution establishing the fund or account in which such funds
are held, or if not held in such a fund or account, in such investments as would
be permitted for investments of a development authority created under Code
Section 36-62-1, et seq., of the O.C.G.A.
SECTION
17.
Power to set rates, fees, and charges.
Power to set rates, fees, and charges.
The
authority is authorized to prescribe and fix rates, fees, tolls, rents, and
charges and to revise, from time to time, and collect such revised rates, fees,
tolls, rents, and charges for the services, facilities, or commodities
furnished, including leases, concessions, and subleases of its projects, and to
determine the price and terms at and under which its projects may be sold,
leased, or otherwise disposed of. The authority may establish in its discretion
procedures for contracting for any work done for the authority or for the
acquisition, sale, transfer, or lease of any property, real or personal, of the
authority.
SECTION
18.
Essential governmental function; no taxes or assessments.
Essential governmental function; no taxes or assessments.
All
property or interests in property owned by the authority shall be public
property held and owned for governmental purposes and shall be exempt from ad
valorem taxation. The exercise of the powers conferred upon the authority
hereunder shall constitute an essential governmental function for a public
purpose and the authority shall be required to pay no taxes or assessments upon
any of the property acquired by it or under its jurisdiction, control,
possession, or supervision or upon its activities in the operation and
maintenance of property acquired by it or of buildings acquired or erected by it
or any fees, rentals, or other charges for the use of such property or buildings
or other income received by the authority. The tax exemption herein provided
shall not include an exemption from sales and use tax on property purchased by
or for the use of the authority.
SECTION
19.
Immunity of authority and members.
Immunity of authority and members.
The
authority shall have the same immunity and exemption from liability for torts
and negligence as the City of Villa Rica; and the officers, agents, and
employees of the authority, when in the performance of the work of the
authority, shall have the same immunity and exemption from liability for torts
and negligence as the officers, agents, and employees of the City of Villa
Rica.
SECTION
20.
Authority property not subject to levy and sale.
Authority property not subject to levy and sale.
The
property of the authority shall not be subject to levy and sale under legal
process.
SECTION
21.
Authority area of operation.
Authority area of operation.
The
scope of the authority´s operations shall be limited to the territory
embraced within the territorial limits of the city, as the same now or may
hereafter exist; provided, however, that nothing in this section shall prevent
the authority from contracting with any entity, public or private, outside of
the city with respect to any project located in the city, or located outside of
the city, if the authority shall determine that entering into such contract is
in the best interest of the authority and in furtherance of its public
purposes.
SECTION
22.
Supplemental powers.
Supplemental powers.
This
Act does not in any way take away from the authority any power which may be
conferred upon it by law but is supplemental thereto.
SECTION
23.
No power to impose taxes.
No power to impose taxes.
The
authority shall not have the right to impose any tax on any person or
property.
SECTION
24.
Act to be liberally construed.
Act to be liberally construed.
This
Act shall be liberally construed to effect the purposes hereof.
SECTION
25.
Severability of provisions.
Severability of provisions.
Should
any sentence, clause, phrase, or part of this Act be declared for any reason to
be unconstitutional or invalid, the same shall not affect the remainder of this
Act, or any part hereof, other than the part so held to be invalid, but the
remaining provisions of this Act shall remain in full force and effect, and it
is the express intention of this Act to enact each provision of this Act
independently of any other provision hereof.
SECTION
26.
Effective date.
Effective date.
This
Act shall become effective upon its approval by the Governor or upon its
becoming law without such approval.
SECTION
27.
Conflicting laws.
Conflicting laws.
All
laws and parts of laws in conflict with this Act are, to the extent of such
conflict, repealed.