23 LC 47 2440/AP
H. B. 781
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House Bill 781 (AS PASSED HOUSE AND SENATE)
By: Representatives Holly of the 116
th
, Crowe of the 118
th
, Douglas of the 78
th
, Mathiak of
the 74
th
, Lewis-Ward of the 115
th
, and others
A BILL TO BE ENTITLED
AN ACT
To create and establish the Henry County Building and Facilities Authority; to provide that
1
the authority is a body corporate and politic and an instrumentality of the State of Georgia;2
to authorize the authority to acquire, construct, equip, maintain, and operate certain projects,3
including buildings and facilities for use by Henry County or any municipality or political4
subdivision within Henry County for its governmental, proprietary, and administrative5
functions; to provide for members of the authority and their terms, organization, and6
reimbursement; to provide for vacancies; to provide for definitions; to confer powers and7
impose duties on the authority; to grant limitations to the authority; to authorize the authority8
to enter into contracts and leases pertaining to uses of such facilities, which contracts and9
leases may obligate the lessees to make payment for the use of the facilities for the term10
thereof and to pledge for that purpose money derived from taxation; to provide that no debt11
of Henry County or the State of Georgia shall be incurred by the exercise of any of the12
powers granted; to authorize the issuance of revenue bonds of the authority payable from the13
revenues, rents, and earnings and other functions of the authority; to authorize the collecting14
and pledging of such revenues, rents, and earnings for the payment of such bonds; to15
authorize the adoption of resolutions and the execution of trust indentures to secure the16
payment of such bonds and to define the rights of the holders of such bonds; to provide for17
a sinking fund; to make the bonds of the authority exempt from taxation; to authorize the18 23 LC 47 2440/AP
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issuance of refunding bonds; to provide for the validation of such bonds and to fix the venue
19
for jurisdiction of actions relating to any provision of this Act; to provide that property20
acquired by the authority is for public purposes; to provide for immunity and exemption from21
liability for torts and negligence; to provide that the property of the authority shall not be22
subject to levy and sale; to provide that certain moneys are trust funds; to provide for liberal23
construction of this Act; to define the scope of the authority's operation; to provide for24
disposition of property upon authority dissolution; to provide for severability; to provide for25
a short 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 "Henry County Building and Facilities30
Authority Act."31
SECTION 2.32
Henry County Building and Facilities Authority.33
There is created a public body corporate and politic to be known as the Henry County34
Building and Facilities Authority which shall be an instrumentality and a public corporation35
of the State of Georgia, the purpose of which shall be to acquire, construct, equip, maintain,36
and operate certain projects for use by Henry County or any municipality or other political37
subdivision within Henry County for its governmental, proprietary, public, and38
administrative functions. The authority shall not be a state institution, nor a department or39
agency of the state, but shall be an instrumentality of the state, a mere creation of the state,40 23 LC 47 2440/AP
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being a distinct corporate entity and being exempt from the provisions of Article 2 of Chapter
41
17 of Title 50 of the O.C.G.A., the "Georgia State Financing and Investment Commission42
Act." The authority shall have its principal office in Henry County, and its legal situs or43
residence for the purposes of this Act shall be Henry County.44
SECTION 3.45
Membership.46
The authority shall consist of six members who shall be eligible to succeed themselves. One47
member shall be appointed by the chairperson of the Board of Commissioners of Henry48
County. Five members shall be appointed by the Board of Commissioners of Henry County,49
with one member appointed from each commission district in Henry County. The six50
members so appointed shall serve for terms of office of two years and until their successors51
are appointed and qualified. Successors to such members shall be appointed as the original52
members were appointed, as provided in this section, and any vacancies shall be filled by the53
appointing authority, as provided in this section, for the unexpired term. Immediately after54
their appointment, the members of the authority shall enter upon their duties. A majority of55
the members of the authority shall constitute a quorum, and no vacancy on the authority shall56
impair the right of the quorum to exercise all the rights and perform all the duties of the57
authority, and, in every instance, a majority vote of a quorum shall authorize any legal act58
of the authority, including all things necessary to authorize and issue revenue bonds. The59
authority shall elect one of its number as chairperson and another of its number as vice60
chairperson. The secretary-treasurer of the authority shall be appointed by the authority and61
need not be a member of the authority. The members of the authority shall not be entitled62
to compensation for their services but shall be entitled to and shall be reimbursed for the63
actual expenses necessarily incurred in the performance of their duties. The authority shall64
promulgate rules and regulations for its own governance and it shall have perpetual65 23 LC 47 2440/AP
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existence. Any change in name or composition of the authority shall in no way affect the
66
vested rights of any person under the provisions of this Act or impair the obligations of any67
contracts existing under this Act.68
SECTION 4.69
Definitions.70
As used in this Act, the following words and terms shall have the following meanings unless71
a different meaning clearly appears from the context:72
(1) "Authority" shall mean the Henry County Building and Facilities Authority created73
by this Act.74
(2) "Board of commissioners" shall mean the Board of Commissioners of Henry County.75
(3) "Cost of project" shall include the cost of lands, buildings, improvements, machinery,76
equipment, property, easements, rights, franchises, material, labor, services acquired or77
contracted for, plans and specification, financing charges, construction costs, interest78
prior to and during construction; architectural, accounting, engineering, inspection,79
administrative, fiscal, and legal expenses; expenses incident to determining the feasibility80
or practicability of the project; and expenses incident to the acquiring, constructing,81
equipping, and operating of any project or any part thereof, and to the placing of the same82
in operation.83
(4) "Project" shall mean and include real and personal property acquired, financed, or84
held by the authority, including all land, buildings, structures, sanitary and surface water85
sewers, storm water management projects, historic preservation projects, and other public86
property determined by the authority to be desirable for the efficient operation of any87
department, board, office, commission, or agency of Henry County, any municipality or88
other political subdivision within Henry County, or of the State of Georgia, in the89
performance of its governmental, proprietary, and administrative functions.90 23 LC 47 2440/AP
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(5) "Revenue bonds" shall mean revenue bonds issued under the provisions of Article 3
91
of Chapter 82 of Title 36 of the O.C.G.A., the "Revenue Bond Law," or under the92
provisions of this Act. The obligations authorized under this Act may be issued by the93
authority in the manner authorized under the "Revenue Bond Law."94
SECTION 5.95
Powers.96
The authority shall have all the powers necessary or convenient to carry out and effectuate97
the purposes and provisions of this Act including, but without limiting the generality of the98
foregoing, the power:99
(1) To sue and be sued;100
(2) To adopt and alter a corporate seal;101
(3) To make and execute with public and private persons and corporations contracts,102
trusts, leases, rental agreements, and other instruments relating to its projects and in103
furtherance of the purposes of the authority, including contracts for constructing, renting,104
leasing, and selling of its projects for the use of any county, municipality, or other105
political subdivision located in Henry County;106
(4) To acquire in its own name by purchase on such terms and conditions and in such107
manner as it may deem proper or by gift, grant, lease, or otherwise, real and personal108
property necessary or convenient for its corporate purposes, or rights and easements109
therein, and to use the same so long as its corporate existence shall continue and to lease110
or make contracts with respect to the use of or disposition of the same in any manner it111
deems to the best advantage of the authority. Title to any such property shall be held by112
the authority exclusively for the benefit of the public;113
(5) To improve, extend, add to, reconstruct, renovate, or remodel any project or part114
thereof already acquired;115 23 LC 47 2440/AP
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(6) To pledge or assign any revenues, income, rent, charges, and fees received by the
116
authority;117
(7) To appoint and select agents, engineers, architects, attorneys, fiscal agents,118
accountants, and employees and to provide for their compensation and duties;119
(8) To construct, reconstruct, acquire, own, alter, repair, remodel, maintain, extend,120
improve, operate, manage, and equip projects located on land owned or leased by the121
authority;122
(9) To receive, accept, and use any contributions, loans, or grants by persons, firms, or123
corporations, including the State of Georgia and the United States of America or any124
agency or instrumentality thereof, and any other contributions;125
(10) To pay all or part of the costs of any project from the proceeds of revenue bonds of126
the authority or from other lawful sources available to it;127
(11) To prescribe rules and regulations for the operation of and to exercise police powers128
over the projects managed or operated by the authority;129
(12) To accept, receive, and administer gifts, grants, loans and devises of money,130
material, and property of any kind, including loans and grants from the State of Georgia131
or the United States of America or any agency or instrumentality thereof, upon such132
terms and conditions as the State of Georgia or the United States of America or such133
agency or instrumentality may impose;134
(13) To sell, lease, exchange, transfer, assign, pledge, mortgage, dispose of, grant in135
trust, or grant options for any real or personal property or interest therein in furtherance136
of the purposes of the authority;137
(14) As security for repayment of authority obligations, to pledge, mortgage, convey,138
assign, hypothecate, or otherwise encumber any property, real or personal, of such139
authority and to execute any trust agreement, indenture, or security agreement containing140
any provisions not in conflict with law, which trust agreement, indenture, or security141
agreement may provide for foreclosure or forced sale of any property of the authority142 23 LC 47 2440/AP
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upon default, on such obligations, either in payment of principal or interest or in the
143
performance of any term or condition, as are contained in such agreement or indenture;144
(15) To borrow money for any of its corporate purposes, to issue revenue bonds payable145
solely from funds pledged for that purpose, and to provide for the payment of the same146
and for the rights of the holders thereof;147
(16) To exercise all powers usually possessed by private corporations performing similar148
functions which are not in conflict with the Constitution and laws of this state; and149
(17) Pursuant to proper resolution of the authority, to issue revenue bonds payable from150
the rents and revenues of the authority and its projects, which bonds may be issued in151
either fully negotiable coupon form, in which event they shall have all the qualities and152
incidents of negotiable instruments under the laws of this state, or they may be issued in153
whole or in part in nonnegotiable fully registered form without coupons, payable to a154
designated payee or to the registered assigns of the payee with such conversion privileges155
as the authority may provide, for the purpose of paying all or any part of the cost156
associated with the projects authorized by the authority, including the cost of157
constructing, reconstructing, equipping, extending, adding to, or improving such projects,158
or for the purpose of refunding, as provided in this Act, any such bonds of the authority159
theretofore issued. Such bonds are declared to be issued for an essential public and160
governmental purpose, and such bonds and all income therefrom shall be exempt from161
all taxation within the State of Georgia. For the purpose of the exemption from taxation162
of such bonds and the income therefrom, the authority shall be deemed to be a political163
subdivision of the State of Georgia.164 23 LC 47 2440/AP
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SECTION 6.
165
Credit not pledged and debt not created by bonds.166
Revenue bonds issued under the provisions of this Act shall not constitute a debt or a pledge167
of the faith and credit of the State of Georgia or Henry County; but such bonds shall be168
payable from the rentals, revenue, earnings, and funds of the authority pledged for payment169
thereof as provided in the resolution, trust agreement, or indenture authorizing the issuance170
and securing the payment of such bonds. The issuance of such bonds shall not directly,171
indirectly, or contingently obligate the state or said county to levy or pledge any form of172
taxation whatever for the payment thereof. No holder of any bond or receiver or trustee in173
connection therewith shall have the right to enforce the payment thereof against any property174
of the state or of said county, nor shall any such bond constitute a charge, lien, or175
encumbrance, legal or equitable, upon any such property. All such bonds shall contain on176
their face a recital setting forth substantially the foregoing provisions of this section.177
SECTION 7.178
Trust agreement.179
In the discretion of the authority, any issue of revenue bonds may be secured by an180
agreement or indenture made by the authority with a corporate trustee, which may be any181
trust company or bank having the powers of a trust company within or without this state.182
Such trust agreement or indenture may pledge and assign rents, fees, charges, revenues, and183
earnings to be received by the authority. The resolution providing for the issuance of184
revenue bonds and such trust agreements or indenture may contain provisions for protecting185
and enforcing the rights and remedies of the bondholders, including the right of appointment186
of a receiver upon default of the payment of any principal or interest obligation and the right187
of any receiver or trustee to enforce collection of any rents, fees, charges, or revenues for use188 23 LC 47 2440/AP
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of the project or projects necessary to pay all costs of operation and all reserves provided for,
189
all principal and interest on all bonds of the issue, all costs of collection, and all other costs190
reasonably necessary to accomplish the collection of such sums in the event of any default191
of the authority. Such resolution and such trust agreement or indenture may include192
covenants setting forth the duties of the authority in relation to the acquisition of property for193
and construction of the project and to the custody, safeguarding, and application of all funds194
and covenants providing for the operation, maintenance, repair, and insurance of the project195
or projects and may contain provisions concerning the conditions, if any, upon which196
additional revenue bonds may be issued. Such trust agreement or indenture may set forth the197
rights and remedies of the bondholders and of the trustee and may restrict the individual right198
of action of bondholders as is customary in securing bonds and debentures of corporations199
and may contain such other provisions as the authority may deem reasonable and proper for200
the security of the bondholders. All expenses incurred in carrying out such trust may be201
treated as a part of the cost of maintenance, operation, and repair of the project affected by202
such trust.203
SECTION 8.204
Refunding bonds.205
The authority is authorized to provide by resolution for the issuance of revenue bonds of the206
authority for the purpose of calling, refunding, or refinancing any revenue bonds issued207
under the provisions of this Act and then outstanding and to include in the amount of such208
refunding bonds all interest and any call premiums that may be required for the redemption209
and refunding of such outstanding bonds.210 23 LC 47 2440/AP
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SECTION 9.
211
Venue of actions, jurisdiction.212
Any action to protect or enforce any rights under the provisions of this Act or any action213
against the authority brought in the courts of the State of Georgia shall be brought in the214
Superior Court of Henry County, and any action pertaining to validation of any bonds issued215
under the provisions of this Act shall be brought in said court, which shall have exclusive,216
original jurisdiction of such actions.217
SECTION 10.218
Revenue bond validation.219
The petition for validation of all revenue bonds of the authority shall be brought against the220
authority, and any contracting party whose obligation is pledged as security for the payment221
of the bonds sought to be validated, as defendants, and the defendants shall be required to222
show cause, if any exists, as to why such contract or contracts and the terms and conditions223
thereof shall not be adjudicated to be in all respects valid and binding upon such contracting224
parties. It shall be incumbent upon such defendants to defend against adjudication of the225
validity and binding effect of such contract or contracts or be forever bound thereby. Notice226
of such proceedings shall be included in the notice of the validation hearing required to be227
issued and published by the clerk of the Superior Court of Henry County in which court such228
validation proceedings shall be initiated. All such revenue bonds shall be issued and229
validated under and in accordance with the procedure of Article 3 of Chapter 82 of Title 36230
of the O.C.G.A., the "Revenue Bond Law," and in accordance with all terms and provisions231
thereof not in conflict herewith and in accordance with Code Section 50-17-1 of the232
O.C.G.A., relating to use of facsimile signatures on public securities authorized, and, as233 23 LC 47 2440/AP
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security for the payment of any revenue bonds so authorized, any rents and revenue of the
234
authority may be pledged and assigned.235
SECTION 11.236
Interest of bondholders protected.237
While any of the bonds issued by the authority remain outstanding, the powers, duties, or238
existence of the authority or of its officers, employees, or agents shall not be diminished,239
impaired, or affected in any manner that will affect adversely the interest and rights of the240
holders of such bonds. The provisions of this section shall be for the benefit of the authority241
and the holders of any such bonds and, upon the issuance of bonds under the provisions of242
this Act, shall constitute a contract with the holders of such bonds.243
SECTION 12.244
Revenues, earnings, rents, and charges; use.245
(a) For the purpose of earning sufficient revenue to make possible the financing of the246
construction of the project or projects of the authority with revenue bonds, the authority is247
authorized and empowered to fix, revise, and collect rents, fees, and charges on each248
project which it shall cause to be acquired or constructed. Such rents, fees, or charges to249
be paid for the use of such project or projects shall be so fixed and adjusted as to provide250
a fund sufficient with other revenue, if any, of such project or projects or of the authority251
to:252
(1) Pay the cost of operating, maintaining, and repairing the project or projects, including253
reserves for insurance and extraordinary repairs and other reserves required by the254
resolution or trust agreement or indenture pertaining to such bonds and the issuance255
thereof, unless such cost shall be otherwise provided for;256 23 LC 47 2440/AP
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(2) Pay the principal of and interest on such revenue bonds as the same shall become
257
due, including call premium, if any, the proceeds of which shall have been or will be used258
to pay the cost of such project or projects;259
(3) Comply with any sinking fund requirements contained in the resolution or trust260
agreement or indenture pertaining to the issuance of and security for such bonds;261
(4) Perform fully all provisions of such resolution and trust agreement or indenture262
relating to the issuance of or security for such bonds to the payment of which such rent263
is pledged;264
(5) Accumulate any excess income which may be required by the purchasers of such265
bonds or may be dictated by the requirements of such resolution, trust agreement, or266
indenture, or of achieving ready marketability of and low interest rates on such bonds;267
and268
(6) Pay any expenses in connection with such bond issue or of such project or projects,269
including but not limited to trustees', attorneys', and fiscal agents' fees.270
(b) Such rent shall be payable at such intervals as may be agreed upon and set forth in the271
rental contract or lease providing therefor, and any such contract or lease may provide for272
the commencement of rent payments to the authority prior to the completion of the273
undertaking by the authority of any such project and may provide for the payment of rent274
during such times as such project or projects may be partially or wholly untenantable.275
(c) Such rental contract or lease may obligate the tenants or lessees to operate, maintain,276
and keep in good repair, including complete reconstruction, if necessary, the rented or277
leased premises and projects, regardless of the cause of the necessity of such maintenance,278
repair, or reconstruction.279
(d) Such rental contract or lease may obligate the tenants or lessees to indemnify and save280
harmless the authority from any and all damage to persons and property occurring on or281
by reason of the leased property or improvements thereon and to undertake, at the expense282
of the tenants or lessees, the defense of any action brought against the authority by reason283 23 LC 47 2440/AP
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of injury or damages to persons or property occurring on or by reason of the leased
284
premises.285
(e) In the event of any failure or refusal on the part of the tenants or lessees to perform286
punctually any covenant or obligation contained in any such rental contract or lease, the287
authority may enforce performance by any legal or equitable process against the tenants288
or lessees.289
(f) The authority shall be permitted to assign any rent payable to it, pursuant to such rental290
contract or lease, to a trustee or paying agent as may be required by the terms of the291
resolution or trust agreement or indenture relating to the issuance of and security for such292
bonds.293
(g) The use and disposition of the authority's revenue shall be subject to the provisions of294
the resolution authorizing the issuance of such bonds or of the trust agreement or indenture,295
if any, securing the same.296
SECTION 13.297
Sinking fund.298
The revenue, rents, and earnings derived from any particular project or projects and any and299
all revenue, rents, and earnings received by the authority, regardless of whether such300
revenue, rents, and earnings were produced by a particular project for which bonds have been301
issued, unless otherwise pledged, may be pledged by the authority to payment of the302
principal of and interest on revenue bonds of the authority as may be provided in any303
resolution authorizing the issuance of such bonds or in any trust instrument pertaining to such304
bonds, and such funds so pledged, from whatever source received, may include funds305
received from one or more or all sources and may be set aside at regular intervals into306
sinking funds for which provision may be made in any such resolution or trust instrument307
and which may be pledged to and charged with the payment of the interest upon such308 23 LC 47 2440/AP
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revenue bonds as such interest shall become due, the principal of the bonds as the same shall
309
mature, the necessary charges of any trustee or paying agent for paying such principal and310
interest, and any premium upon bonds retired by call or purchase. The use and disposition311
of any sinking fund may be subject to such regulation as may be provided for in the312
resolution authorizing the issuance of the bonds or in the trust instrument securing the313
payment of the same.314
SECTION 14.315
Property acquired for public purpose.316
The exercise of the powers conferred upon the authority under this Act shall constitute an317
essential governmental function for a public purpose, and to the extent permitted by the318
general laws of this state, the authority shall be required to pay no taxes or assessments upon319
any of the property acquired by it or under its jurisdiction, control, possession, or supervision320
or upon its activities in the operation and maintenance of property acquired by it or of321
buildings or other improvements erected or acquired by it or any fees, rents, or other charges322
for the use of such property or buildings or improvements or other income received by the323
authority. Nothing provided in this section shall include an exemption from sales and use324
tax on property purchased by or for the use of the authority.325
SECTION 15.326
Immunity from tort actions.327
The authority shall have the same immunity and exemption from liability for torts and328
negligence as the State of Georgia, and the officers, agents, and employees of the authority,329
when in performance of work of the authority, shall have the same immunity and exemption330
from liability for torts and negligence as officers, agents, and employees of the State of331 23 LC 47 2440/AP
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Georgia. The authority may be sued the same as private corporations on any contractual
332
obligation of the authority.333
SECTION 16.334
Property not subject to levy and sale.335
The property of the authority shall not be subject to levy and sale under legal process.336
SECTION 17.337
Trust funds.338
All funds received pursuant to authority of Section 12 of this Act, whether as proceeds from339
the sale of revenue bonds or as revenue, rents, fees, charges, or other earnings or as grants,340
gifts, or other contributions, shall be deemed to be trust funds to be held and applied by the341
authority, solely as provided in this Act. The bondholders entitled to receive the benefits of342
such funds shall have a lien on all such funds until the same are applied as provided for in343
any such resolution or trust instrument of the authority.344
SECTION 18.345
Construction.346
This Act and any other law enacted with reference to the authority shall be liberally347
construed for the accomplishment of its purposes.348 23 LC 47 2440/AP
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SECTION 19.
349
Scope of operations.350
The projects of the authority's operation shall be located in the territory embraced within the351
jurisdictional limits of Henry County as the same now or may hereafter exist.352
SECTION 20.353
Conveyance of property upon dissolution.354
Should the authority for any reason be dissolved after full payment of all bonded355
indebtedness incurred under this Act, both as to principal and interest, title to all property of356
any kind and nature, real and personal, held by the authority at the time of such dissolution357
shall be conveyed to Henry County. The title to any such property may be conveyed prior358
to such dissolution in accordance with provisions which may be made therefor in any359
resolution or trust instrument relating to such property, subject to any liens, leases, or other360
encumbrances outstanding against or in respect to said property at the time of such361
conveyance.362
SECTION 21.363
Effect of partial invalidity of Act.364
Should any sentence, clause, phrase, or part of this Act be declared for any reason to be365
unconstitutional or invalid, the same shall not affect such remainder of this Act or any part366
hereof, other than the part so held to be invalid, but the remaining provisions of this Act shall367
remain in full force and effect. It is the express intention of this Act to enact each provision368
of this Act independently of any other provision hereof.369 23 LC 47 2440/AP
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SECTION 22.
370
Repealer.371
All laws and parts of laws in conflict with this Act are repealed.372