23 LC 47 2038/AP
H. B. 519
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House Bill 519 (AS PASSED HOUSE AND SENATE)
By: Representative Parrish of the 158
th
A BILL TO BE ENTITLED
AN ACT
To create the Emanuel County Public Facilities Authority; to provide that the authority is a
1
body corporate and politic and an instrumentality of the State of Georgia; to authorize the2
authority to acquire, construct, equip, maintain, and operate certain projects, including3
buildings and facilities for use by Emanuel County, the Emanuel County School District, any4
municipality or other political subdivision located in Emanuel County, for its governmental,5
proprietary, and administrative functions; to provide for members of the authority and their6
terms, organization, and reimbursement; to provide for vacancies; to provide for definitions;7
to confer powers and impose duties on the authority; to provide for limitations to the8
authority; to authorize the authority to enter into contracts and leases pertaining to uses of9
such facilities, which contracts and leases may obligate the lessees to make payment for the10
use of the facilities for the term thereof and to pledge for that purpose money derived from11
taxation; to provide that no debt of Emanuel County or the State of Georgia shall be incurred12
by the exercise of any of the powers granted; to authorize the issuance of revenue bonds of13
the authority payable from the revenues, rents, and earnings and other functions of the14
authority; to authorize the collecting and pledging of such revenues, rents, and earnings for15
the payment of such bonds; to authorize the adoption of resolutions and the execution of trust16
agreements and indentures to secure the payment of such bonds and to define the rights of17
the holders of such bonds; to provide for a sinking fund; to make the bonds of the authority18 23 LC 47 2038/AP
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exempt from taxation; to authorize the issuance of refunding bonds; to provide for the
19
validation of such bonds and to fix the venue for jurisdiction of actions relating to any20
provision of this Act; to provide for immunity and exemption from liability for torts and21
negligence; to provide that the property of the authority shall not be subject to levy and sale;22
to provide that certain moneys are trust funds; to provide that this Act shall be liberally23
construed; to define the scope of the authority's operation; to provide for disposition of24
property upon dissolution of the authority; to provide for severability; to provide for a short25
title; to provide for related matters; to repeal conflicting laws; and for other purposes.26
BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:27
SECTION 1.28
Short title.29
This Act shall be known and may be cited as the "Emanuel County Public Facilities30
Authority Act."31
SECTION 2.32
Emanuel County Public Facilities Authority.33
There is created a public body corporate and politic to be known as the Emanuel County34
Public Facilities Authority, which shall be an instrumentality and a public corporation of the35
State of Georgia, the purpose of which shall be to acquire, construct, equip, maintain, and36
operate certain projects for use by Emanuel County, the Emanuel County School District, or37
any municipality or other political subdivision located within Emanuel County, for its38
governmental, proprietary, public, and administrative functions. The authority shall not be39
a state institution or a department or agency of the state, but shall be an instrumentality of the40 23 LC 47 2038/AP
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state, a mere creation of the state, being a distinct corporate entity and exempt from the
41
provisions of Article 2 of Chapter 17 of Title 50 of the O.C.G.A., the "Georgia State42
Financing and Investment Commission Act." The authority shall have its principal office in43
Emanuel County, and its legal situs or residence for the purposes of this Act shall be44
Emanuel County.45
SECTION 3.46
Membership.47
The authority shall consist of five members who shall be eligible to succeed themselves and48
who shall be appointed by the Board of Commissioners of Emanuel County. No more than49
three members of the authority may be members of said board of commissioners or50
employees of Emanuel County. Any member of the authority who is a member of said board51
of commissioners shall serve for a term of office concurrent with such person's term of office52
as a member of said board of commissioners. Each member of the authority who is not a53
member of said board of commissioners shall serve for a term of office of three years, except54
that the initial terms of office of those members first appointed to the authority shall be55
specified at the time of appointment to be one, two, and, if no such member is a member of56
the board of commissioners, three years. After such initial terms, those members who are57
not members of said board of commissioners shall serve for terms of office of three years58
each. Members of the authority shall serve for the terms of office so specified and until the59
appointment and qualification of their respective successors. Vacancies on the authority60
shall be filled by said board of commissioners for the remainder of the unexpired term and61
until the appointment and qualification of a successor. Immediately after their appointment,62
the members of the authority shall enter upon their duties. The authority shall elect one of63
its members as chairperson and one as vice chairperson. The secretary-treasurer of the64
authority shall be appointed by the authority and need not be a member of the authority.65 23 LC 47 2038/AP
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Three members of the authority shall constitute a quorum and no vacancy on the authority
66
shall impair the right of the quorum to exercise all the rights and perform all the duties of the67
authority and, in every instance, a majority vote of a quorum shall authorize any legal act of68
the authority, including all things necessary to authorize and issue revenue bonds. The69
members of the authority shall receive no compensation for their services but may be70
reimbursed by the authority for the actual expenses necessarily incurred in the performance71
of their duties. The authority shall make rules and regulations for its own government and72
shall have perpetual existence.73
SECTION 4.74
Definitions.75
As used in this Act, the following words and terms shall have the following meanings unless76
a different meaning clearly appears from the context:77
(1) "Authority" shall mean the Emanuel County Public Facilities Authority created by78
this Act.79
(2) "Project" shall mean and include real and personal property acquired or held by the80
authority, including all land; buildings; structures; sanitary and surface water sewers;81
utilities, including natural gas distribution, telecommunications, fiber, cable, and82
broadband services; and other public property determined by the authority to be desirable83
for the efficient operation of any department, board, office, commission, or agency of84
Emanuel County, the Emanuel County School District, or any municipality or other85
political subdivision located in Emanuel County, or the State of Georgia in the86
performance of its governmental, proprietary, and administrative functions.87
(3) "Cost of project" shall include the cost of lands, buildings, improvements, machinery,88
equipment, property, easements, rights, franchises, material, labor, services acquired or89
contracted for, plans and specification, and financing charges; construction costs; interest90 23 LC 47 2038/AP
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prior to and during construction; architectural, accounting, engineering, inspection,
91
administrative, fiscal, and legal expenses; expenses incident to determining the feasibility92
or practicability of the project; and expenses incident to the acquiring, constructing,93
equipping, and operating of any project or any part thereof and to the placing of the same94
in operation.95
(4) "Revenue bonds" shall mean revenue bonds issued under the provisions of Article 396
of Chapter 82 of Title 36 of the O.C.G.A., the "Revenue Bond Law," or under the97
provisions of this Act. The obligations authorized under this Act may be issued by the98
authority in the manner authorized under the Revenue Bond Law.99
SECTION 5.100
Powers.101
The authority shall have all the powers necessary or convenient to carry out and effectuate102
the purposes and provisions of this Act, including, but without limiting the generality of the103
foregoing, the power:104
(1) To sue and be sued;105
(2) To adopt and alter a corporate seal;106
(3) To make and execute with public and private persons and corporations contracts,107
trusts, leases, rental agreements, and other instruments relating to its projects and in108
furtherance of the purposes of the authority, including contracts for the constructing,109
renting, and leasing of its projects for the use of any county or municipality in this state;110
(4) To acquire in its own name by purchase on such terms and conditions and in such111
manner as it may deem proper or by gift, grant, lease, or otherwise, real and personal112
property necessary or convenient for its corporate purposes, or rights and easements113
therein, and to use the same so long as its corporate existence shall continue and to lease114
or make contracts with respect to the use of or disposition of the same in any manner it115 23 LC 47 2038/AP
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deems to the best advantage of the authority. Title to any such property shall be held by
116
the authority exclusively for the benefit of the public.117
(5) To improve, extend, add to, reconstruct, renovate, or remodel any project or part118
thereof already acquired;119
(6) To pledge or assign any revenues, income, rent, charges, and fees received by the120
authority;121
(7) To appoint and select agents, engineers, architects, attorneys, fiscal agents,122
accountants, and employees and to provide for their compensation and duties;123
(8) To construct, reconstruct, acquire, own, alter, repair, remodel, maintain, extend,124
improve, operate, manage, and equip projects located on land owned or leased by the125
authority;126
(9) To receive, accept, and use any contributions, loans, or grants by persons, firms, or127
corporations, including the State of Georgia and the United States of America, and any128
other contributions;129
(10) To pay all or part of the costs of any project from the proceeds of revenue bonds of130
the authority or from other lawful sources available to it;131
(11) To prescribe rules and regulations for the operation of and to exercise police powers132
over the projects managed or operated by the authority;133
(12) To accept, receive, and administer gifts, grants, loans and devises of money,134
material, and property of any kind, including loans and grants from the State of Georgia135
or the United States of America or any agency or instrumentality thereof, upon such136
terms and conditions as the State of Georgia or the United States of America or such137
agency or instrumentality may impose;138
(13) To sell, lease, exchange, transfer, assign, pledge, mortgage, dispose of, grant in139
trust, or grant options for any real or personal property or interest therein in furtherance140
of the purposes of the authority;141 23 LC 47 2038/AP
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(14) As security for repayment of authority obligations, to pledge, mortgage, convey,
142
assign, hypothecate, or otherwise encumber any property, real or personal, of such143
authority and to execute any trust agreement, indenture, or security agreement containing144
any provisions not in conflict with law, which trust agreement, indenture, or security145
agreement may provide for foreclosure or forced sale of any property of the authority146
upon default, on such obligations, either in payment of principal or interest or in the147
performance of any term or condition, as are contained in such agreement or indenture;148
(15) To borrow money for any of its corporate purposes, to issue revenue bonds payable149
solely from funds pledged for that purpose, and to provide for the payment of the same150
and for the rights of the holders thereof;151
(16) To exercise all powers usually possessed by private corporations performing similar152
functions which are not in conflict with the Constitution and laws of this state; and153
(17) Pursuant to proper resolution of the authority, to issue revenue bonds payable from154
the rents and revenues of the authority and its projects, which bonds may be issued in155
either fully negotiable coupon form, in which event they shall have all the qualities and156
incidents of negotiable instruments under the laws of the State of Georgia, or which157
bonds may be issued in whole or in part in nonnegotiable fully registered form without158
coupons, payable to a designated payee or to the registered assigns of the payee with such159
conversion privileges as the authority may provide, for the purpose of paying all or any160
part of the cost associated with the projects authorized by the authority, including the cost161
of constructing, reconstructing, equipping, extending, adding to, or improving such162
projects or for the purpose of refunding, as provided in this Act, any such bonds of the163
authority theretofore issued. If the proceeds of the bonds of any issue shall exceed the164
amount required for the purpose for which such bonds were issued, the surplus shall be165
paid into the fund provided for the payment of principal and interest on such bonds. All166
such revenue bonds shall be issued and validated under and in accordance with the167
procedures of Article 3 of Chapter 82 of Title 36 of the O.C.G.A., the Revenue Bond168 23 LC 47 2038/AP
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Law, and in accordance with all terms and provisions thereof not in conflict with this Act,
169
and in accordance with Code Section 50-17-1 of the O.C.G.A., relating to use of170
facsimile signatures on public securities, and, as security for the payment of any revenue171
bonds so authorized, any rents and revenue of the authority may be pledged and assigned.172
Such bonds shall be declared to be issued for an essential public and governmental173
purpose, and such bonds and all income therefrom shall be exempt from all taxation174
within the State of Georgia. For the purpose of the exemption from taxation of such175
bonds and the income therefrom, the authority shall be deemed to be a political176
subdivision of the State of Georgia.177
SECTION 6.178
Credit not pledged and debt not created by bonds.179
Revenue bonds issued under the provisions of this Act shall not constitute a debt or a pledge180
of the faith and credit of the State of Georgia, Emanuel County, the Emanuel County School181
District, or any municipality or other political subdivision located in Emanuel County, but182
such bonds shall be payable from the rentals, revenue, earnings, and funds of the authority183
as provided in the resolution or trust agreement or indenture authorizing the issuance and184
securing the payment of such bonds. The issuance of such bonds shall not directly,185
indirectly, or contingently obligate the state or said county to levy or pledge any form of186
taxation for the payment thereof. No holder of any bond or receiver or trustee in connection187
therewith shall have the right to enforce the payment thereof against any property of the state188
or of said county, nor shall any such bond constitute a charge, lien, or encumbrance, legal or189
equitable, upon any such property. All such bonds shall contain on their face a recital setting190
forth substantially the foregoing provisions of this section.191 23 LC 47 2038/AP
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SECTION 7.
192
Trust agreement.193
In the discretion of the authority, any issue of revenue bonds may be secured by an194
agreement or indenture made by the authority with a corporate trustee, which may be any195
trust company or bank having the powers of a trust company within or without the State of196
Georgia. Such trust agreement or indenture may pledge and assign rents, fees, charges,197
revenues, and earnings to be received by the authority. The resolution providing for the198
issuance of revenue bonds and such trust agreement or indenture may contain provisions for199
protecting and enforcing the rights and remedies of the bondholders, including the right of200
appointment of a receiver upon default of the payment of any principal or interest obligation201
and the right of any receiver or trustee to enforce collection of any rents, fees, charges, or202
revenues for use of the project or projects necessary to pay all costs of operation and all203
reserves provided for, all principal and interest on all bonds of the issue, all costs of204
collection, and all other costs reasonably necessary to accomplish the collection of such sums205
in the event of any default of the authority. Such resolution and such trust agreement or206
indenture may include covenants setting forth the duties of the authority in relation to the207
acquisition of property for and the construction of the project and to the custody,208
safeguarding, and application of all funds and covenants providing for the operation,209
maintenance, repair, and insurance of the project or projects and may contain provisions210
concerning the conditions, if any, upon which additional revenue bonds may be issued. Such211
trust agreement or indenture may set forth the rights and remedies of the bondholders and of212
the trustee and may restrict the individual right of action of bondholders as is customary in213
securing bonds and debentures of corporations and may contain such other provisions as the214
authority may deem reasonable and proper for the security of the bondholders. All expenses215
incurred in carrying out such trust may be treated as a part of the cost of maintenance,216
operation, and repair of the project affected by such trust.217 23 LC 47 2038/AP
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SECTION 8.
218
Refunding bonds.219
The authority is authorized to provide by resolution for the issuance of revenue bonds of the220
authority for the purpose of calling, refunding, or refinancing any revenue bonds issued221
under the provisions of this Act and then outstanding and to include in the amount of such222
refunding bonds all interest and any call premiums that may be required for the redemption223
and refunding of such outstanding bonds.224
SECTION 9.225
Venue of actions, jurisdiction.226
Any action to protect or enforce any rights under the provisions of this Act or any action227
against the authority brought in the courts of the State of Georgia shall be brought in the228
Superior Court of Emanuel County, Georgia, and any action pertaining to validation of any229
bonds issued under the provisions of this Act shall be brought in said court, which shall have230
exclusive, original jurisdiction of such actions.231
SECTION 10.232
Revenue bond validation.233
The petition for validation of all revenue bonds of the authority shall be brought against the234
authority, and any contracting party whose obligation is pledged as security for the payment235
of the bonds sought to be validated, as defendants, and the defendants shall be required to236
show cause, if any exists, why such contract or contracts and the terms and conditions thereof237
shall not be adjudicated to be in all respects valid and binding upon such contracting parties.238
It shall be incumbent upon such defendants to defend against adjudication of the validity and239 23 LC 47 2038/AP
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binding effect of such contract or contracts or be forever bound thereby. Notice of such
240
proceedings shall be included in the notice of the validation hearing required to be issued and241
published by the clerk of the Superior Court of Emanuel County in which court such242
validation proceedings shall be initiated.243
SECTION 11.244
Interest of bondholders protected.245
While any of the bonds issued by the authority remain outstanding, the powers, duties, or246
existence of the authority or of its officers, employees, or agents shall not be diminished,247
impaired, or affected in any manner that will affect adversely the interest and rights of the248
holders of such bonds. The provisions of this Act shall be for the benefit of the authority and249
the holders of any such bonds and, upon the issuance of bonds under the provisions of this250
Act, shall constitute a contract with the holders of such bonds.251
SECTION 12.252
Revenues, earnings, rents, and charges; use.253
(a) For the purpose of earning sufficient revenue to make possible the financing of the254
construction of the project or projects of the authority with revenue bonds, the authority is255
authorized and empowered to fix, revise, and collect rents, fees, and charges on each project256
which it shall cause to be acquired or constructed. Such rents, fees, or charges to be paid for257
the use of such project or projects shall be so fixed and adjusted so as to provide a fund258
sufficient with other revenue, if any, of such project or projects or of the authority:259
(1) To pay the cost of operating, maintaining, and repairing the project or projects,260
including reserves for insurance and extraordinary repairs and other reserves required by261 23 LC 47 2038/AP
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the resolution or trust agreement or indenture pertaining to such bonds and the issuance
262
thereof, unless such cost shall be otherwise provided for;263
(2) To pay the principal of and interest on such revenue bonds as the same shall become264
due, including call premiums, if any, the proceeds of which shall have been or shall be265
used to pay the cost of such project or projects;266
(3) To comply with any sinking fund requirements contained in the resolution or trust267
agreement or indenture pertaining to the issuance of and security for such bonds;268
(4) To perform fully all provisions of such resolution or trust agreement or indenture269
relating to the issuance of or security for such bonds to the payment of which such rent270
is pledged;271
(5) To accumulate any excess income which may be required by the purchasers of such272
bonds or may be dictated by the requirements of such resolution or trust agreement or273
indenture, or which may be required for achieving ready marketability of and low interest274
rates on such bonds; and275
(6) To pay any expenses in connection with such bond issue or of such project,276
including, but not limited to, trustees', attorney's, and fiscal agents' fees.277
(b) Such rent shall be payable at such intervals as may be agreed upon and set forth in the278
rental contract or lease providing therefor, and any such contract or lease may provide for the279
commencement of rent payments to the authority prior to the completion of the project by280
the authority and may provide for the payment of rent during such times as such project may281
be partially or wholly untenantable.282
(c) Such rental contract or lease may obligate the tenants or lessees to operate, maintain, and283
keep in good repair, including complete reconstruction, if necessary, the rented or leased284
premises and projects, regardless of the cause of the necessity of such maintenance, repair,285
or reconstruction.286
(d) Such rental contract or lease may obligate the tenants or lessees to indemnify and save287
harmless the authority from any and all damage to persons and property occurring on or by288 23 LC 47 2038/AP
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reason of the leased property or improvements thereon and to undertake, at the expense of
289
the tenants or lessees, the defense of any action brought against the authority by reason of290
injury or damages to persons or property occurring on or by reason of the leased premises.291
(e) In the event of any failure or refusal on the part of the tenants or lessees to perform292
punctually any covenant or obligation contained in any such rental contract or lease, the293
authority may enforce performance by any legal or equitable process against the tenants or294
lessees.295
(f) The authority shall be permitted to assign any rent payable to it, pursuant to such rental296
contract or lease, to a trustee or paying agent as may be required by the terms of the297
resolution or trust agreement or indenture relating to the issuance of and security for such298
bonds.299
(g) The use and disposition of the authority's revenue shall be subject to the provisions of300
the resolution authorizing the issuance of such bonds or of the trust agreement or indenture,301
if any, securing the same.302
SECTION 13.303
Sinking fund.304
The revenue, rents, and earnings derived from any particular project or projects and any and305
all revenue, rents, and earnings received by the authority, regardless of whether such306
revenue, rents, and earnings were produced by a particular project for which bonds have been307
issued, unless otherwise pledged, may be pledged by the authority to payment of the308
principal of and interest on revenue bonds of the authority as may be provided in any309
resolution authorizing the issuance of such bonds or in any trust instrument pertaining to such310
bonds, and such funds so pledged, from whatever source received, may include funds311
received from one or more or all sources and may be set aside at regular intervals into312
sinking funds for which provision may be made in any such resolution or trust instrument313 23 LC 47 2038/AP
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and which may be pledged to and charged with the payment of the interest upon such
314
revenue bonds as such interest shall become due, the principal of the bonds as the same shall315
mature, the necessary charges of any trustee or paying agent for paying such principal and316
interest, and any premium upon bonds retired by call or purchase, and the use and disposition317
of any sinking fund may be subject to such regulation as may be provided for in the318
resolution authorizing the issuance of the bonds or in the trust instrument securing the319
payment of the same.320
SECTION 14.321
Taxation status.322
The exercise of the powers conferred upon the authority under this Act shall constitute an323
essential governmental function for a public purpose, and to the maximum extent permitted324
by general law, the authority shall be required to pay no taxes or assessments upon any of the325
property acquired by it or under its jurisdiction, control, possession, or supervision or upon326
its activities in the operation and maintenance of property acquired by it or of buildings327
erected or acquired by it or any fees, rents, or other charges for the use of such property or328
buildings or other income received by the authority. This section shall not include an329
exemption from sales and use tax on property purchased by or for the use of the authority.330
SECTION 15.331
Immunity from tort actions.332
The authority shall have the same immunity and exemption from liability for torts and333
negligence as Emanuel County, and the officers, agents, and employees of the authority,334
when in performance of work of the authority, shall have the same immunity and exemption335
from liability for torts and negligence as officers, agents, and employees of Emanuel County.336 23 LC 47 2038/AP
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The authority may be sued the same as private corporations on any contractual obligation of
337
the authority.338
SECTION 16.339
Property not subject to levy and sale.340
The property of the authority shall not be subject to levy and sale under legal process.341
SECTION 17.342
Trust funds.343
All funds received pursuant to the authority of Section 12 of this Act, whether as proceeds344
from the sale of revenue bonds or as revenue, rents, fees, charges, or other earnings or as345
grants, gifts, or other contributions, shall be deemed to be trust funds to be held and applied346
by the authority, solely as provided in this Act. The bondholders entitled to receive the347
benefits of such funds shall have a lien on all such funds until the same are applied as348
provided for in any such resolution or trust instrument of the authority.349
SECTION 18.350
Construction.351
This Act and any other law enacted with reference to the authority shall be liberally352
construed for the accomplishment of the purposes of the authority.353 23 LC 47 2038/AP
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SECTION 19.
354
Scope of operations.355
The projects of the authority's operation shall be located in the territory embraced within the356
jurisdictional limits of Emanuel County as the same now or may hereafter exist.357
SECTION 20.358
Conveyance of property upon dissolution.359
Should the authority for any reason be dissolved after full payment of all bonded360
indebtedness incurred under this Act, both as to principal and interest, title to all property of361
any kind and nature, real and personal, held by the authority at the time of such dissolution362
shall be conveyed to Emanuel County, or title to any such property may be conveyed prior363
to such dissolution in accordance with provisions which may be made therefor in any364
resolution or trust instrument relating to such property, subject to any liens, leases, or other365
encumbrances outstanding against or in respect to said property at the time of such366
conveyance.367
SECTION 21.368
Severability; effect of partial invalidity of Act.369
Should any sentence, clause, phrase, or part of this Act be declared for any reason to be370
unconstitutional or invalid, the same shall not affect such remainder of this Act or any part371
hereof, other than the part so held to be invalid, but the remaining provisions of this Act shall372
remain in full force and effect, and it is the express intention of this Act to enact each373
provision of this Act independently of any other provision hereof.374 23 LC 47 2038/AP
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SECTION 22.
375
General repealer.376
All laws and parts of laws in conflict with this Act are repealed.377