GENERAL ASSEMBLY OF NORTH CAROLINA

SESSION 1993

H	2 

HOUSE BILL 1003*
Committee Substitute Favorable 7/19/93

Short Title:  NCSU Centennial Authority.	(Public)
─────────────────────────────────────── 
Sponsors:
─────────────────────────────────────── 
Referred to:  
─────────────────────────────────────── 

April 19, 1993

A BILL TO BE ENTITLED
AN ACT TO PROVIDE FOR THE CREATION OF THE CENTENNIAL AUTHORITY.
The General Assembly of North Carolina enacts:
Section 1.  Article 20 of Chapter 160A of the North Carolina General Statutes is amended by adding a new Part to read:
"Part 4. Centennial Authority.
"§ 160A-480.1  Short title.
This Part is the 'Centennial Authority Act' and may be cited by that name.
"§ 160A-480.2.  Definitions.
The following definitions apply in this Part:
(1)	Authority. – The Centennial Authority.
(2)	Member. – A person appointed by a member unit to serve as a representative to the governing body of the Authority.
(3)	Member unit. – Any of the following that has created or joined the Authority: North Carolina State University, the county where the University's principal campus is located, or any city or town located in the county where the University's principal campus is located.
(4)	Regional facility. – A facility consisting of an arena and other buildings or areas where sports, fitness, health, recreational, entertainment, or cultural activities can be conducted.  The facility may be composed of buildings grouped into complexes or separated from each other and may include ancillary support facilities, such as those for administration, sports science, sports medicine, training, museums, meeting rooms and conference centers, accommodations, and food services.  The facility must be designed to attract to the State as many major regional, national, and international tournaments, events, championships training centers, training camps, and headquarters for the governance of various sports, associations, and events as possible.
"§ 160A-480.3.  Creation of Authority; additional membership.
(a)	Creation. – North Carolina State University, the county where the principal campus of the University is located, and any one or more of the cities and towns located in that county may create an Authority by adopting substantially identical resolutions to that effect.  The resolution must be adopted by the Board of Governors of The University of North Carolina and by the governing body of each of the local governmental units.  The purpose of the Authority is to study, design, plan, construct, own, and operate a regional facility.
(b)	Charter. – The resolutions creating the Authority and any amendments to them are the Authority's charter.  The charter of the Authority shall include the name of the Authority, the identity of its member units, the number of members, and a method for amending the charter.  The charter may also do any one or more of the following:
(1)	Limit the powers, duties, and functions that the Authority may exercise and perform.
(2)	Set out the method of determining any financial support that will be given to the Authority by each member unit of local government and North Carolina State University.
(3)	Prescribe the compensation and allowances, if any, to be paid to the members of the Authority.
(4)	Contain rules for the conduct of Authority business and any other matter pertaining to the organization, powers, and functioning of the Authority that the member units of local government and North Carolina State University consider appropriate.
(c)	Members. – The initial number of members shall be based upon the initial financial contribution of each member unit to the Authority.  The amount of the initial financial contribution shall be stated in the adopted resolutions creating the Authority.  Members shall be citizens of North Carolina and the members appointed by the Board of Governors of The University of North Carolina should, as near as possible, represent the geographic areas of the State.
(d)	Meetings. – The Authority shall meet at a time and place agreed upon by its member units.  At its first meeting, the members shall elect a chairperson and any other officers that the charter may specify or the members may deem advisable.  The Authority shall then adopt bylaws for the conduct of its business.
(e)	Fiscal Accountability. – The Authority is a public authority subject to the provisions of Article 3 of Chapter 159 of the General Statutes.
"§ 160A-480.4.  Powers of the Authority.
The Authority shall have all of the powers necessary or convenient to carry out and effectuate the purposes and provisions of this Part.  These powers may include any one or more of the following;
(1)	To apply for, accept, receive, and dispense funds and grants made available to it by the State or any of its agencies or political subdivisions, the United States, any member unit, or any private entity.
(2)	To study, design, plan, construct, own, and operate a regional facility.
(3)	To employ personnel.
(4)	To contract with any public or private entity.
(5)	To adopt bylaws for the regulation of its affairs and the conduct of its business, and to adopt rules in connection with the performance of its functions and duties.
(6)	To adopt an official seal.
(7)	To acquire and maintain an administrative building or office.
(8)	To sue and be sued in its own name, and to plead and be impleaded.
(9)	To receive, administer, and comply with the conditions and requirements respecting any gift, grant, or donation of any property or money.
(10)	To acquire by purchase, lease, gift, or otherwise, or to obtain options for the acquisition of, any property, real or personal, improved or unimproved, including an interest in land less than the fee thereof.
(11)	To sell, lease, exchange, transfer, or otherwise dispose of, or to grant options for any of these purposes with respect to, any real or personal property or interest therein.
(12)	Subject to the provisions of this Part, to pledge, assign, mortgage, or otherwise grant a security interest in any real or personal property or interest therein, including the right and power to pledge, assign, or otherwise grant a security interest in any money, rents, charges, or other revenues and any proceeds derived by the Authority from any and all sources.
(13)	Subject to the provisions of this Part, to borrow money to finance part or all of a regional facility, to issue revenue bonds or notes, to refund any revenue bonds or notes issued by the Authority, or to provide funds for other corporate purposes of the Authority.
(14)	To use officers, employees, agents, and facilities of any member unit for the purposes and upon the terms that are mutually agreeable to the member units.
(15)	To develop and make data, plans, information, surveys, and studies of public facilities within the area where the principal campus of North Carolina State University is located, and to prepare and make recommendations in regard thereto.
(16)	To set and collect fees and charges for the use of the regional facility.
(17)	To employ consultants and employees as may be required in the judgment of the Authority, to fix and pay their compensation from funds available to the Authority, and to pay for services rendered by underwriters, financial consultants, or bond attorneys in connection with the issuance of revenue bonds or notes of the Authority out of the proceeds of the bonds or notes.  In employing consultants, underwriters, attorneys, and others, the Authority shall promote participation by minority businesses.
"§ 160A-480.5.  Withdrawal from Authority.
A member unit may withdraw from the Authority at the end of any fiscal year by giving at least 60 days' written notice to each of the other member units.  A withdrawal does not affect the validity of any revenue bonds or notes, and any revenue that was pledged in payment of bonds or notes under a special obligation agreement pursuant to G.S. 160A-480.10(b)	remains pledged for that purpose until the bonds or notes and interest on the bonds or notes have been paid.  Withdrawal of a member unit does not dissolve the Authority if at least one member unit remains.
"§ 160A-480.6.  Dissolution of Authority.
The governing body of the Authority shall dissolve the Authority when it determines that the purposes for which the Authority was created have been substantially fulfilled and that all bonds or notes issued by the Authority and all other obligations incurred by the Authority have been fully paid or satisfied.  On the effective date of the resolution dissolving the Authority, the title to all funds and other property owned by the Authority at the time of dissolution shall vest in the Board of Governors of The University of North Carolina or in the member units of local government in the manner specified by the charter.
"§ 160A-480.7.  Construction contracts.
Article 8 of Chapter 143 of the General Statutes applies to a construction contract of the Authority.  The Authority may solicit bids on the basis of separate specifications for the branches or work described in G.S. 143-128(a)	and on a single-prime contract basis and accept the lowest bid.
"§ 160A-480.8.  Seating at regional facility arena.
The Authority shall ensure that at least fifty percent (50%) of the seats for an athletic event that is sponsored by North Carolina State University and is held at the arena of the regional facility are made available to students at North Carolina State University and members of the general public.
"§ 160A-480.9.  Bonds.
(a)	Terms. – The Authority may provide for the issuance, at one time or from time to time, of bonds or notes to carry out its corporate purposes.  The principal of, the interest on, and any premium payable upon the redemption of the bonds or notes shall be payable from the proceeds of bonds or renewal notes, or, in the event bond or renewal note proceeds are not available, from any available revenues or other funds provided for this purpose.  The bonds or notes of each issue shall be dated and may be made redeemable prior to maturity at the option of the Authority or otherwise, at one or more prices, on one or more dates, and upon the terms and conditions set by the Authority.  The bonds or notes may also be made payable from time to time on demand or tender for purchase by the owner upon terms and conditions set by the Authority.  Notes and bonds shall mature at times determined by the Authority, not exceeding 40 years from the date of issue.  The Authority shall determine the form and the manner of execution of the bonds or notes, and shall fix the denomination of the bonds or notes and the place of payment of principal and interest.  In case an officer whose signature or a facsimile of whose signature shall appear on any bonds or notes shall cease to be an officer before the delivery of the bond or note, the signature or facsimile shall nevertheless be valid and sufficient for all purposes the same as if the officer had remained in office until delivery.  The Authority may also provide for the authentication of the bonds or notes by a trustee or fiscal agent.
Bonds or notes may be issued under this Part without obtaining, except as otherwise expressly provided in this Part, the consent of any department, division, commission, board, body, bureau, or other agency of the State or a political subdivision the State, and without any other proceedings or conditions except as specifically required by this Part or the provisions of the resolution authorizing the issuance of, or any trust agreement securing, the bonds or notes.
Prior to the reparation of definitive bonds, the Authority may issue interim receipts or temporary bonds exchangeable for definitive bonds when the bonds have been executed and are available for delivery.  The Authority may also provide for the replacement of any bonds or notes which have been mutilated, destroyed, or lost.
(b)	Use of Proceeds. – The proceeds of a bond or note shall be used solely for the purposes for which the bond or note was issued and shall be disbursed in accordance with the resolution authorizing the issuance of bond or note and with any trust agreement securing the bond or note.  If the proceeds of a bond or note of any issue, by reason of increased construction costs or error in estimates or otherwise, shall be less than than cost, additional bonds or notes may in like manner be issued to provide the amount of the deficiency.
(c)	Security. – Bonds or notes issued by the Authority may be secured in one or more of the following ways:
(1)	By the revenues of the regional facility.
(2)	By debt service subsidy payments.
(3)	By security interests in real or personal property acquired with the proceeds of the bonds or notes or improved with the proceeds of the bonds or notes.
The security for the bonds or notes shall be specified in the resolution or trust instrument authorizing the bonds or notes.
(d)	Revenues. –  The Authority may pledge to the payment of its revenue bonds or notes the revenues from the regional facility, including revenues from improvements, betterments, or extensions to the facility.  The Authority may establish, maintain, revise, charge, and collect such rates, fees, rentals, or other charges for the use, services, and facilities of or furnished by any facility project, and to provide methods of collection of and penalties for nonpayment of these rates, fees, rentals, or other charges.  Except as otherwise permitted, the rates, fees, rentals, and charges fixed and charged shall be in an amount that will produce sufficient revenues, with any other available funds, to meet the maintenance and operation expenses of the regional facility, as well as any improvements and renewals and replacements to the facility, including reserves to pay the principal, interest, and redemption premium due, if any, on any bonds or notes secured by the facility, and to fulfill the terms of any agreements made by the Authority with the holders of bonds or notes secured by revenues of the facility.  In the event that bonds or notes are to be secured by the revenues of the regional facility or by debt service subsidy payments, the Authority may adjust the rates, fees, and charges to be collected to reflect the anticipated receipt of funds from debt service subsidy payments.
(e)	Debt Service Subsidy Payments. – Bonds or notes may be secured by and payable from debt service subsidy payments to be received by the Authority from its member units as provided by G.S. 160A-480.10; provided, however, that the agreements and undertakings by the member units to pay such payments shall not obligate the unit of local government to exercise any power of taxation by the local unit, all as more fully provided in G.S. 160A-480.10.  The Authority may accept debt service subsidy payments from its member units and enter into memoranda of understanding or similar documents relating to the debt service subsidy payments.  The Authority may agree to apply to the payment of its bonds or notes all amounts so received.
(f)	Security Interests. – Bonds or notes may be secured by security interests in any real or personal property either acquired with the proceeds of bonds or notes, or upon which improvements are provided from the proceeds of bonds or notes.  The security interest may cover all real and personal property acquired or improved or any portion of the property.  The Authority is authorized to enter into deeds of trust, mortgages, security agreements, and similar instruments as shall be necessary to carry out the powers in this subsection.  Bonds or notes may also be secured by security interests in any real or personal property conveyed to the Authority by any of its member units or any other person.
In the event the Authority fails to perform its obligations with respect to the bonds or notes and foreclosure or similar sale of property subject to a security interest occurs, a deficiency judgment may not be rendered against the Authority except to the extent that the deficiency is payable from either revenues from the regional facility or debt service subsidy payments.
(g)	Issuance. – The issuance of bonds or notes of the Authority is subject to the approval of the Local Government Commission.  Upon the filing with the Local Government Commission of a resolution of the Authority requesting that its bonds or notes be sold, the Commission shall determine the manner in which the bonds or notes will be sold and the price or prices at which the bonds or notes will be sold.  With the approval of the Authority, the Local Government Commission shall sell the bonds or notes either at public or private sale in the manner and at the prices determined to be in the best interests of the Authority and to effect the purposes of this Part.
"§ 160A-480.10.  Debt service subsidy payments; special obligation agreements.
(a)	Debt Service Subsidy Payments. – In addition to the other powers of a unit of local government, any unit of local government that is a member unit of the Authority may by resolution undertake commitments to contribute debt service subsidy payments to the Authority to be applied to pay principal and interest on bonds or notes of the Authority issued under the provisions of this Part.  This commitment may be for a specified amount, cover payments to be made during a specified time period, be limited to funds derived from a specified source, provide for the amount of the contributions to be based upon a formula, or contain such other terms and conditions as the governing body of the unit of local government shall determine and set forth in the resolution expressing the undertaking.  The resolution shall state that the payment by the unit of local government of a debt service subsidy payment is subject to the appropriation by the governing body of the unit of local government of amounts sufficient to pay such payment, and that the unit of local government is not obligated to appropriate this amount.
(b)	Special Obligation Agreements. – In addition to the powers of a unit of local government set forth in subsection (a) of this section, a unit of local government that is a member unit of the Authority may enter into a special obligation agreement to pay debt service subsidy payments to the Authority to be applied to pay principal and interest on bonds or notes of the Authority issued under the provisions of this Part.  Such payments may be derived from any available source or sources of revenues of the unit, provided that the agreement to use these sources to make payments does not constitute a pledge of the unit's taxing power.  To the extent that the generation of the revenues is within the power of the unit, the unit of local government may enter into covenants to take action to generate the revenues, provided the covenant to generate revenues does not constitute a pledge of the unit's taxing power.
The obligation of a unit of local government with respect to the sources of payment shall be specifically identified in the proceedings of the governing body authorizing the unit to enter the special obligation agreement.  The sources of payment so specifically identified and then held or thereafter received by a unit or any fiduciary of the unit shall immediately be subject to the lien of the Authority's bond resolution or trust instrument without any physical delivery or other act.  The lien shall be valid and binding against all parties who have claims of any kind against the unit, regardless of whether the parties have notice the lien.
"§ 160A-480.11.  Trust agreement or resolution.
In the discretion of the Authority, any bonds or notes issued under this Part may be secured by a trust instrument between the Authority and a bank or trust company or individual within the State, or a bank or a trust company without the State, as trustee.  The trust instrument or the resolution of the Authority authorizing the issuance of bonds or notes may pledge and assign all or any part of the revenues, funds, and other property provided for the security of the bonds, including proceeds from the sale of any project, or part thereof, insurance proceeds, and condemnation awards, and may convey or mortgage property to secure a bond issue as herein provided.
The revenues and other funds derived from the project, except such part thereof as may be necessary to provide reserves therefor, if any, shall be set aside at such regular intervals as may be provided in such resolution or trust instrument in a sinking fund which may be thereby pledged to, and charged with, the payment of the principal of and the interest on such bonds or notes as the same shall become due and the redemption price or the purchase price of bonds retired by call or purchase as therein provided.  Such pledge shall be valid and binding from the time when the pledge is made.  The revenues so pledged and thereafter received by the Authority shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract, or otherwise against the Authority, irrespective of whether such parties have notice thereof.  The use and disposition of money to the credit of such sinking fund shall be subject to the provisions of the resolution or trust instrument.  Such resolution or trust instrument may contain such provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including, without limitation, any one or more of the following:
(1)	Acceleration of all amounts payable under the resolution or trust instrument;
(2)	Appointment of a receiver to manage the project and any other property mortgaged or assigned as security for the bonds;
(3)	Foreclosure and sale of the project and any other property mortgaged or assigned as security for the bonds; and
(4)	Rights to bring and maintain such other actions at law or in equity as may appear necessary or desirable to collect the amounts payable under, or to enforce the covenants made in, the security document.
It shall be lawful for any bank or trust company incorporated under the laws of this State which may act as depository of the proceeds of bonds, revenues, or other funds provided under this Part to furnish such indemnifying bonds or to pledge such securities as may be required by the Authority.  All expenses incurred in carrying out the provisions of such resolution or trust instrument may be treated as a part of the cost of the project in connection with which bonds or notes are issued or as an expense of administration of such project.
The Authority may subordinate bonds or notes to any prior, contemporaneous, or future securities or obligations or lien, mortgage, or other security interest securing bonds or notes.
"§ 160A-480.12.  Trust funds.
Notwithstanding any of the provisions of law to the contrary, all money received pursuant to the Authority of this Part, whether as proceeds from the sale of bonds or notes or as revenues, shall be deemed to be trust funds to be held and applied solely as provided in this Part.  The resolution authorizing the issuance of, or the trust agreement securing, any bonds or notes may provide that any of such moneys may be temporarily invested and reinvested pending the disbursement thereof and shall provide that any officer with whom, or any bank or trust company with which, such moneys shall be deposited shall act as trustee of such moneys and shall hold and apply the same for the purpose hereof, subject to such regulations as this Part and such resolution or trust agreement may provide.  Any such moneys may be invested as provided in G.S. 159-30, as it may be amended from time to time.
"§ 160A-480.13.  Faith and credit of State and units of local government not pledged.
Bonds or notes issued under this Part shall not constitute a debt secured by a pledge of the faith and credit of the State or a political subdivision of the State and shall be payable solely from the revenues, property, and other funds pledged for their payment.  The bonds or notes issued by the Authority shall contain a statement that the Authority is obligated to pay the bond or note or the interest on the bond or note only from the revenues, property, or other funds pledged for their payment and that neither the faith and credit nor the taxing power of the State or any political subdivision of the State is pledged as security for the payment of the principal of or the interest or premium on the bonds or notes.
"§ 160A-480.14.  Revenue refunding bonds.
The Authority may issue refunding bonds or notes for one or more of the following purposes:
(1)	Refunding any outstanding bonds or notes issued under this Part, including any redemption premium on the bonds or notes and any interest accrued or to accrue to the date of redemption.
(2)	Constructing improvements, additions, extensions or enlargements of the project, or projects in connection with which the bonds or notes to be refunded shall have been issued.
(3)	Paying all or any part of the cost of any additional project or projects.
Refunding bonds or notes shall be issued in accordance with the same procedures and requirements as bonds or notes.  Refunding bonds issued under this section may be sold or exchanged for outstanding bonds or notes issued under this Part and, if sold, the proceeds of the refunding bonds may be applied, in addition to any authorized purposes, to the purchase, redemption, or payment of outstanding bonds or notes.
Pending the application of the proceeds of refunding bonds, with any other available funds, to the payment of the principal of and accrued interest and any redemption premium on the bonds or notes being refunded, and, if so provided or permitted in securing the same, to the payment of any interest on such refunding bonds and any expenses in connection with such refunding, such proceeds may be invested in direct obligations of, or obligations the principal of and the interest on which are unconditionally guaranteed by, the United States of America which shall mature or which shall be subject to redemption by the holder thereof, at the option of such holder, not later than the respective dates when the proceeds, together with the interest accruing thereon, will be required for the purposes intended.
"§ 160A-480.15.  Bonds eligible for investment.
Bonds and notes issued under Part are hereby made securities in which all public officers, agencies, and public bodies of the State and its political subdivisions, all insurance companies, trust companies, investment companies, banks, savings banks, building and loan associations, credit unions, pension or retirement funds, other financial institutions engaged in business in the State, executors, administrators, trustees, and other fiduciaries may properly and legally invest funds, including capital in their control or belonging to them.  These bonds or notes are hereby made securities that may properly and legally be deposited with and received by any officer or agency of the State or political subdivision of the State for any purpose for which the deposit of bonds, notes, or obligations of the State or any political subdivision is authorized by law.  This section does not apply to any State pension or retirement fund or a pension or retirement fund of a political subdivision of the State.
"§ 160A-480.16.  Taxation of revenue bonds.
Any bonds or notes issued by an Authority under the provisions of this Part are exempt from State income taxes to the same extent that federal bonds or notes are exempt from State income taxes.
"§ 160A-480.17.  Members and officers not liable.
No member or officer of the Authority shall be subject to any personal liability or accountability by reason of the execution of any bonds or notes or the issuance of any bonds or notes."
Sec. 2.  The provisions of this act are severable.  If any provision of this act is declared invalid by a court, the invalidity does not affect other provisions or applications of this act that can be given effect without the invalid provision or application.
Sec. 3.  This act is effective upon ratification.