| 1 | A bill to be entitled |
| 2 | An act relating to Brevard County; providing legislative |
| 3 | findings; creating the Florida Advanced Combustion Center, |
| 4 | Inc., as a not-for-profit corporation; providing a |
| 5 | definition; requiring compliance with public meetings and |
| 6 | records laws; providing for the organization and purpose |
| 7 | of the corporation; establishing a corporate office; |
| 8 | providing for a board of directors of the corporation; |
| 9 | specifying the powers and duties of the board; authorizing |
| 10 | investments and the issuance of certain bonds; prohibiting |
| 11 | private individuals from benefiting from corporate |
| 12 | benefits and earnings; providing for dissolution of the |
| 13 | corporation; requiring an annual report; providing |
| 14 | construction; providing an effective date. |
| 15 |
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| 16 | Be It Enacted by the Legislature of the State of Florida: |
| 17 |
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| 18 | Section 1. (1) LEGISLATIVE FINDINGS.--The Legislature |
| 19 | finds that: |
| 20 | (a) It is in the public interest to promote energy-related |
| 21 | research and development of advanced combustion technologies and |
| 22 | that such activities can make the state a leader in combustion |
| 23 | technologies as well as encourage investment and economic |
| 24 | development in this state. |
| 25 | (b) A Brevard County location and a relationship with |
| 26 | Kennedy Space Center and its facilities, scientific workforce, |
| 27 | and technical expertise will promote international participation |
| 28 | in helping solve the energy problems facing the state and |
| 29 | nation. |
| 30 | (c) The fulfillment of the purposes of the corporation |
| 31 | promotes the health, safety, and general welfare of the people |
| 32 | of the state and serves as essential governmental functions and |
| 33 | a paramount public purpose. |
| 34 | (2) CREATION; PUBLIC RECORDS AND MEETINGS REQUIREMENTS.-- |
| 35 | (a) There is created a not-for-profit corporation, to be |
| 36 | known as the Florida Advanced Combustion Center, Inc., which |
| 37 | shall have all the powers of corporations organized under |
| 38 | chapters 607 and 617, Florida Statutes, and which shall not be a |
| 39 | unit, agency, or entity of state government. As used in this |
| 40 | act, the term "corporation" means the Florida Advanced |
| 41 | Combustion Center, Inc. |
| 42 | (b) The Legislature determines that public policy dictates |
| 43 | that the Florida Advanced Combustion Center, Inc., operate in |
| 44 | the most open and accessible manner consistent with its public |
| 45 | purpose. To this end, the Legislature specifically declares that |
| 46 | the Florida Advanced Combustion Center, Inc., and its boards and |
| 47 | advisory committees or similar groups are subject to the |
| 48 | provisions of chapter 119, Florida Statutes, relating to public |
| 49 | records and those provisions of chapter 286, Florida Statutes, |
| 50 | relating to public meetings and records, except those |
| 51 | specifically exempted as trade secrets. |
| 52 | (3) OFFICES.--The corporation shall establish one or more |
| 53 | corporate offices, one of which shall be located in Brevard |
| 54 | County at or near Kennedy Space Center. |
| 55 | (4) BOARD OF DIRECTORS.--The corporation shall be governed |
| 56 | by a board of directors as follows: |
| 57 | (a) Appointment and terms.--The board shall consist of |
| 58 | seven persons who are residents of Brevard County. The Brevard |
| 59 | County Legislative Delegation shall nominate five candidates for |
| 60 | each board vacancy, and the Governor shall appoint members of |
| 61 | the board from the nominees. Two members shall be members of the |
| 62 | Brevard County Board of County Commissioners, appointed by the |
| 63 | commission. Of the members first appointed, two shall serve for |
| 64 | 2 years and the remainder for 4 years, and in each case until a |
| 65 | successor is appointed and has qualified. Thereafter, the |
| 66 | Governor shall appoint each member for 4 years unless a vacancy |
| 67 | occurs during a member's term, which the Governor shall be |
| 68 | authorized to fill for the remainder of the member's term. The |
| 69 | Governor may remove any member for misfeasance, malfeasance, or |
| 70 | willful neglect of duty. Before entering upon his or her duties, |
| 71 | each member of the board shall take and subscribe the oath or |
| 72 | affirmation required by the State Constitution. |
| 73 | (b) Powers and duties.--The board of directors of the |
| 74 | corporation shall have all the powers of a corporate body under |
| 75 | the laws of this state, including the power and duty to: |
| 76 | 1. Construct a state-of-the-art research facility at or |
| 77 | near Kennedy Space Center. |
| 78 | 2. Contract with a research university located in Brevard |
| 79 | County to plan, operate, and manage the corporation's facility. |
| 80 | 3. Enter into interlocal agreements pursuant to s. 163.01, |
| 81 | Florida Statutes, with public agencies of this state for the |
| 82 | exercise of any power, privilege, or authority consistent with |
| 83 | the purposes of this act. |
| 84 | 4. Secure funding for programs and activities of the |
| 85 | corporation and its boards from federal, state, local, and |
| 86 | private sources and from fees charged for services and solicit, |
| 87 | receive, hold, invest, and administer any grant, payment, or |
| 88 | gift of funds or property and make expenditures consistent with |
| 89 | the powers granted to it, including the receipt of tax increment |
| 90 | revenues from any source. |
| 91 | 5. Sue and be sued, and appear and defend in all actions |
| 92 | and proceedings, in its corporate name to the same extent as a |
| 93 | natural person. |
| 94 | 6. Elect or appoint officers and agents as its affairs |
| 95 | require and allow them reasonable compensation. |
| 96 | 7. Adopt, amend, and repeal bylaws, not inconsistent with |
| 97 | the powers granted to it or the articles of incorporation, for |
| 98 | the administration of the affairs of the corporation and the |
| 99 | exercise of its corporate powers. |
| 100 | 8. Acquire, enjoy, use, and dispose of patents, |
| 101 | copyrights, and trademarks and any licenses, royalties, and |
| 102 | other rights or interests thereunder or therein. |
| 103 | 9. Do all acts and things necessary or convenient to carry |
| 104 | out the powers granted to it. |
| 105 | 10. Carry forward any unexpended state appropriations into |
| 106 | succeeding fiscal years. |
| 107 | 11. Procure insurance or require bond against any loss in |
| 108 | connection with the property of the corporation and its board of |
| 109 | directors or working groups, in such amounts and from such |
| 110 | insurers as is necessary or desirable. |
| 111 | 12. Insure or provide for insurance of any real or |
| 112 | personal property or operations of the corporation or any |
| 113 | private enterprise against any risks or hazards, including the |
| 114 | power to pay premiums on any such insurance. |
| 115 | 13. Create and dissolve advisory committees, working |
| 116 | groups, task forces, or similar organizations, as necessary to |
| 117 | carry out the mission of the corporation. Members of such groups |
| 118 | shall serve without compensation but may be reimbursed for |
| 119 | reasonable, necessary, and actual expenses, as determined by the |
| 120 | corporation's board of directors. |
| 121 | 14. Disseminate information about itself and its |
| 122 | activities. |
| 123 | 15. Acquire, by purchase, lease, option, gift, grant, |
| 124 | bequest, devise, or otherwise, real property, or personal |
| 125 | property for its administrative purposes, together with any |
| 126 | improvements thereon. |
| 127 | 16. Hold, improve, clear, or prepare for development any |
| 128 | such property. |
| 129 | 17. Mortgage, pledge, hypothecate, or otherwise encumber |
| 130 | or dispose of any real or personal property. |
| 131 | 18. Insure or provide for insurance of any real or |
| 132 | personal property or operations of the corporation or any |
| 133 | private enterprise against any risks or hazards, including the |
| 134 | power to pay premiums on any such insurance. |
| 135 | 19. Establish and fund a guaranty fund. |
| 136 | 20. Borrow money and apply for and accept advances, loans, |
| 137 | grants, contributions, and any other form of financial |
| 138 | assistance from the Federal Government or the state, county, or |
| 139 | other public body or from any sources, public or private, for |
| 140 | the purposes of this act and give such security as may be |
| 141 | required and enter into and carry out contracts or agreements in |
| 142 | connection therewith, and include in any contract for financial |
| 143 | assistance with the Federal Government for, or with respect to, |
| 144 | any purposes under this act and related activities such |
| 145 | conditions imposed pursuant to federal laws and deemed as |
| 146 | reasonable and appropriate which are not inconsistent with the |
| 147 | provisions of this act. |
| 148 | 21. Make or have all surveys and plans necessary for the |
| 149 | carrying out of the purposes of this act, contract with any |
| 150 | person, public or private, in making and carrying out such |
| 151 | plans, and adopt, approve, modify, and amend such plans. |
| 152 | 22. Develop, test, and report methods and techniques and |
| 153 | carry out demonstrations and other activities for the promotion |
| 154 | of any of the purposes of this act. |
| 155 | 23. Make expenditures necessary to carry out the purposes |
| 156 | of this act. |
| 157 | 24. Make and execute any leases, contracts, trust |
| 158 | agreements, and other instruments and agreements, with public or |
| 159 | private entities, necessary or convenient to accomplish the |
| 160 | purposes of this act, including the execution of interest rate |
| 161 | swaps, hedges, and other interest rate management contracts and |
| 162 | derivative products. |
| 163 | (5) FINANCES.--In performing its functions, the |
| 164 | corporation shall take all possible steps to ensure the maximum |
| 165 | benefit to the state, including, but not limited to, |
| 166 | establishing strategic priorities, consistent with the findings |
| 167 | of this act, to guide funding allocations and ensure the |
| 168 | efficient use of available resources. |
| 169 | (a) When authorized by the board, the corporation has |
| 170 | power in its corporate capacity, in its discretion, to issue |
| 171 | revenue bonds or other evidences of indebtedness which a public |
| 172 | agency has the power to issue from time to time to finance the |
| 173 | undertaking of any purpose of this act, including, without |
| 174 | limiting the generality thereof, the payment of principal and |
| 175 | interest upon any advances for surveys and plans or preliminary |
| 176 | loans, and has the power to issue refunding bonds for the |
| 177 | payment or retirement of bonds previously issued. The security |
| 178 | for such bonds may be based upon such revenues as are legally |
| 179 | available. |
| 180 | (b) In anticipation of the sale of such revenue bonds, the |
| 181 | corporation may issue bond anticipation notes and may renew such |
| 182 | notes from time to time, but the maximum maturity of any such |
| 183 | note, including renewals thereof, may not exceed 5 years after |
| 184 | the date of issuance of the original note. Such notes shall be |
| 185 | paid from any revenues of the corporation available therefor and |
| 186 | not otherwise pledged or from the proceeds of sale of the |
| 187 | revenue bonds in anticipation of which they were issued. |
| 188 | (c) Any bond, note, or other form of indebtedness issued |
| 189 | pursuant to this act shall mature no later than the end of the |
| 190 | 30th fiscal year after the fiscal year in which the bond, note, |
| 191 | or other form of indebtedness was issued. |
| 192 | (d) Bonds issued under this act do not constitute an |
| 193 | indebtedness within the meaning of any constitutional or |
| 194 | statutory debt limitation or restriction and are not subject to |
| 195 | the provisions of any other law or charter relating to the |
| 196 | authorization, issuance, or sale of bonds. Bonds issued under |
| 197 | the provisions of this act are declared to be for an essential |
| 198 | public and governmental purpose. Bonds issued under this act, |
| 199 | the interest on which is exempt from income taxes of the United |
| 200 | States, together with interest thereon and income therefrom, are |
| 201 | exempted from all taxes. |
| 202 | (e) The credit of the state, Brevard County, or any other |
| 203 | body with taxing powers may not be pledged on behalf of the |
| 204 | corporation. |
| 205 | (f) The corporation is exempt from taxation and |
| 206 | assessments of any nature whatsoever upon its income and any |
| 207 | property, assets, or revenues acquired, received, or used in the |
| 208 | furtherance of the purposes provided in this chapter. The |
| 209 | obligations of the corporation incurred pursuant to paragraph |
| 210 | (d) and the interest and income thereon and all security |
| 211 | agreements, letters of credit, liquidity facilities, or other |
| 212 | obligations or instruments arising out of, entered into in |
| 213 | connection therewith, or given to secure payment thereof are |
| 214 | exempt from all taxation, provided such exemption does not apply |
| 215 | to any tax imposed by chapter 220, Florida Statutes, on the |
| 216 | interest, income, or profits on debt obligations owned by |
| 217 | corporations. |
| 218 | (g) The corporation may validate obligations to be |
| 219 | incurred pursuant to this act and the validity and |
| 220 | enforceability of any agreements or resolutions of public record |
| 221 | providing for payments pledged to the payment thereof by |
| 222 | proceedings under chapter 75, Florida Statutes. The validation |
| 223 | complaint shall be filed only in the Circuit Court for Brevard |
| 224 | County. The notice required to be published by s. 75.06, Florida |
| 225 | Statutes, shall be published in Brevard County, and the |
| 226 | complaint and order of the circuit court shall be served only on |
| 227 | the State Attorney for the Eighteenth Judicial Circuit. Sections |
| 228 | 75.04(2) and 75.06(2), Florida Statutes, shall not apply to a |
| 229 | complaint for validation filed as authorized in this paragraph. |
| 230 | (h) The corporation shall not be deemed to be a special |
| 231 | district for purposes of chapter 189, Florida Statutes, or a |
| 232 | unit of local government for purposes of part III of chapter |
| 233 | 218, Florida Statures. The provisions of chapters 120 and 215, |
| 234 | Florida Statutes, except the limitation on interest rates |
| 235 | provided by s. 215.84, Florida Statutes, which applies to |
| 236 | obligations of the corporation issued pursuant to this act, and |
| 237 | part I of chapter 287, Florida Statutes, except ss. 287.0582 and |
| 238 | 287.0641, Florida Statutes, shall not apply to this act, the |
| 239 | corporation created in this act, the service contracts entered |
| 240 | into pursuant to this act, or debt obligations issued by the |
| 241 | corporation as contemplated in this act. |
| 242 | (i) Notwithstanding any other provision of law, any pledge |
| 243 | of or other security interest in revenue, money, accounts, |
| 244 | contract rights, general intangibles, or other personal property |
| 245 | made or created by the fund or the corporation shall be valid, |
| 246 | binding, and perfected from the time such pledge is made or |
| 247 | other security interest attaches without any physical delivery |
| 248 | of the collateral or further act and the lien of any such pledge |
| 249 | or other security interest shall be valid, binding, and |
| 250 | perfected against all parties having claims of any kind in tort, |
| 251 | contract, or otherwise against the fund or the corporation |
| 252 | irrespective of whether or not such parties have notice of such |
| 253 | claims. No instrument by which such a pledge or security |
| 254 | interest is created nor any financing statement need be recorded |
| 255 | or filed. |
| 256 | (6) INVESTMENTS; BENEFITS AND EARNINGS.-- |
| 257 | (a) The corporation may invest in any of the investments |
| 258 | authorized by s. 218.415, Florida Statutes. |
| 259 | (b) All bonds of the corporation shall be and constitute |
| 260 | legal investments without limitation for all public bodies of |
| 261 | this state; for all banks, trust companies, savings banks, |
| 262 | savings associations, savings and loan associations, and |
| 263 | investment companies; for all administrators, executors, |
| 264 | trustees, and other fiduciaries; for all insurance companies and |
| 265 | associations and other persons carrying on an insurance |
| 266 | business; and for all other persons who are now or may hereafter |
| 267 | be authorized to invest in bonds or other obligations of the |
| 268 | state and shall be and constitute eligible securities to be |
| 269 | deposited as collateral for the security of any state, county, |
| 270 | municipal, or other public funds. This paragraph shall be |
| 271 | considered as additional and supplemental authority and shall |
| 272 | not be limited without specific reference to this paragraph. |
| 273 | (c) In no event shall any of the benefits or earnings of |
| 274 | the corporation inure to the benefit of any private person. |
| 275 | (7) CORPORATE EXISTENCE; DISSOLUTION.-- |
| 276 | (a) The corporation and its corporate existence shall |
| 277 | continue until terminated by law. However, no such law shall |
| 278 | take effect as long as the corporation has bonds outstanding |
| 279 | unless adequate provision has been made for the payment of such |
| 280 | bonds pursuant to the documents authorizing the issuance of such |
| 281 | bonds. |
| 282 | (b) Upon dissolution of the corporation, title to all |
| 283 | property owned by the corporation shall vest in Brevard County. |
| 284 | (8) ANNUAL REPORT.--By December 1 each year, the |
| 285 | corporation shall submit an annual report to the Governor, the |
| 286 | President of the Senate, and the Speaker of the House of |
| 287 | Representatives containing: |
| 288 | (a) A detailed description of the corporation's activities |
| 289 | and accomplishments for the year. |
| 290 | (b) An annual financial accounting of resources and |
| 291 | expenditures prepared by an independent certified public |
| 292 | accountant. |
| 293 | (c) A statement of the strategic priorities of the |
| 294 | corporation and their use in guiding resource allocations. |
| 295 | (d) Any recommendations the corporation has for action by |
| 296 | the Legislature or by the agencies of state, county, or |
| 297 | municipal governments to foster research concerning, or |
| 298 | development or deployment of, advanced combustion technology. |
| 299 | (9) CONSTRUCTION.--The powers granted to the corporation |
| 300 | shall be liberally construed so that the corporation may achieve |
| 301 | the purposes and goals of this act. |
| 302 | Section 2. This act shall take effect upon becoming a law. |