2-7A-2. Powers of Agriculture Exhibition Center Corporation; Contracts; Deposit of Funds.
(a) The Agriculture Exhibition Center Corporation shall have the following powers:
(1) To adopt bylaws necessary for the implementation and administration of this chapter.
(2) To institute and defend legal proceedings in any court of competent jurisdiction and proper venue; provided, however, the corporation may not be sued in any trial court other than the courts of the county of incorporation; and provided, further, the officers, directors, agents, and employees of the corporation may not be sued for their actions on behalf of the corporation except for actions that are unreasonable or known by the individual to be unlawful or are performed with reckless disregard for the lawfulness of the actions.
(3) To plan for construction and development of the Alabama Farm Center on property owned by the corporation. Construction and development may include, without limitation, any of the following:
a. Buildings to hold offices for use by, and to house or accommodate public facilities of, any governmental entity.
b. Streets, boulevards, walkways, parkways, parks, or other places of recreation.
c. Monuments, statues, or other structures beautifying the Alabama Farm Center.
d. Community houses, meeting houses, or auditoriums.
e. Arenas, convention halls, sports facilities, stadiums, hotels, or other facilities for use as a transient guest housing facility, multifamily housing, dormitory housing, food courts or other food venue facilities, any facilities that provide for or support any public or private educational institution, and any other facilities related to or incidental to the foregoing.
f. Music halls, art museums, art exhibits, or other exhibits for the advancement of the humanities and cultural development.
g. Any other buildings, structures, facilities, and other improvements that the corporation determines are appropriate, useful, or expedient to the center’s purposes. The determination of the corporation shall be conclusive.
(4) To acquire property, both real and personal, and rights and interests in the property, by gift, grant, lease, or purchase.
(5) To accept or receive gifts, bequests, and devises.
(6) To have and use a corporate seal and alter the seal at its pleasure.
(7) To appoint officers, agents, employees, and attorneys and to fix their compensation.
(8) To hire professionals and enter into contracts for their services in designing and supervising the construction of any building, agriculture center, auditorium, arena, barn, convention hall, music hall, art museum, place of recreation, art exhibit, office building, or other structure that it desires to construct.
(9) To make and enter into contracts and to execute all instruments necessary or convenient to lease or purchase and own real or personal property to be used for the furtherance of the purposes for which the center is created.
(10) To plan for programs and exhibits in the center for the advancement of the agricultural, cultural, and workforce development interests of the residents of this state.
(11) To accept pledges of revenues or grants of money from any person or governmental entity.
(12) To sell and lease its property to any person or governmental entity.
(13) To enter into financing agreements with federal or state agencies that may require the authority to mortgage its property.
(14) To plan for programs and exhibits in the center for the advancement of agricultural and workforce development interests in this state.
(15) To enter into long-term contracts or agreements for utility services.
(16) To accept lease payments, loan repayments, or other compensation to or for the center or other public person.
(17) To invest in bank deposits, U.S. Treasury bills, projects, instruments, real, personal, or mixed property, or any other investments as the corporation from time to time may determine to be appropriate and convenient to accomplish any purpose for which the center is organized, including works of internal improvement, interests in private or other corporate enterprises, loans of money or credit to individuals, associations, or other corporations; and to lend the corporation’s credit, grant public money or things of value in aid of or to any individual, association, or other corporation whatsoever, or become a stockholder in any other corporation, association, or company by issuing bonds or otherwise, even though they may be in violation of Section 93 or Section 94 of the Constitution of Alabama of 2022, if done by the state or a subdivision thereof, notwithstanding the fact that any investment or action may involve the expenditure or appropriation of funds received from a public person. In particular, but not by way of limitation, the corporation may invest its funds, from whatever source, in the stock, bonds, debentures, notes, or other securities issued by any person locating a project in this state and may enter into contracts or options, including contracts or options for the conveyance, sale, or lease of property, to any such person and make direct grants of money, property, or services for the purpose of inducing the person to locate a project in this state.
(18) To issue its bonds for the purpose of carrying out any of its powers and to apply proceeds from the sale of its bonds, whether heretofore or hereafter issued, not only for payment of interest thereon prior to and during the construction and equipment of any buildings, structures, facilities, or other improvements being financed thereby, but also for payment of interest thereon.
(19) To mortgage and pledge any or all of its properties, both real and personal, or any part or parts thereof, as security for the payment of the principal of and the interest on any bonds so issued and any agreements made in connection therewith, whether then owned or thereafter acquired, and to pledge the revenues and receipts therefrom or from any thereof.
(b) Contracts of the corporation shall be executed in the name of the corporation by the chair of the board and attested by the secretary of the board. The board may provide by resolution for a different form for the execution of a contract by an officer or agent other than the chair and secretary. A contract, irrespective of its form and of the persons executing the contract, shall not be binding unless the contract is authorized or ratified by the board.
(c) The corporation may deposit its funds not needed to meet expenses or obligations in any bank or building and loan association, provided the deposit is fully insured by a federal corporation or agency of the federal government insuring deposits in financial institutions.
(d) In addition to all other powers conferred on the corporation by this section or otherwise by law, the corporation shall have the following powers together with all powers incidental or necessary to the discharge of its duties in corporate form:
(1) To participate: (i) As a shareholder in any other corporation; (ii) as a joint venturer in a joint venture, whether the joint venture is to be memorialized contractually or through the formation of one or more separate business entities; (iii) as a general or limited partner in a limited partnership or a general partnership; (iv) as a member in a nonprofit corporation or limited liability company; (v) or as a member of any other lawful form of business organization that may be involved in the development or operational activities of any buildings, structures, facilities, and other improvements that the corporation determines are appropriate, useful, or expedient to the center’s purposes. In connection with the foregoing, the corporation may elect or appoint an individual to a governing body and enter into contracts or other agreements with other parties for the development, operation, design, marketing, maintenance, and use of any facilities upon the terms as the corporation determines are appropriate, useful, or expedient to the center.
(2) To make or arrange for loans, contributions to capital, and other debt and equity financing for the activities of any other corporation of which the corporation is a shareholder; any joint venture in which the corporation is a joint venturer; any limited partnership or general partnership of which the corporation is a general or limited partner; any nonprofit corporation in which the corporation is a member; or any other lawful form of business organization of which the corporation is a member; and to guarantee loans, issue bonds, or incur other forms of indebtedness on behalf of the corporation, joint venture, partnership, nonprofit corporation, or other business entity for such purposes.
(3) To create, establish, acquire, operate, or support subsidiaries and affiliates, either for-profit or nonprofit, to assist the center in fulfilling its purposes.
(4) To create, establish, or support nonaffiliated for-profit or nonprofit corporations or other lawful business organizations that operate and have as their purpose the furtherance of the center’s purposes.
(5) Without limiting the generality of the preceding subdivisions, to accomplish and facilitate the creation, establishment, acquisition, development, operation, or support of any subsidiary, affiliate, nonaffiliated corporation, or other lawful business organization by means of loans of funds, leases of real or personal property, gifts and grants of funds, or guarantees of indebtedness of the subsidiaries, affiliates, and non affiliated corporations.
(6)a. In addition to any other authority to enter into contracts, to enter into contracts, agreements, or understandings with any other public and private parties including, but not limited to, the following:
1. Design-build, design-build-operate, design-build-own-operate, design-build-own-operate-maintain, design-build-finance-operate-maintain, or other similar arrangements or agreements pursuant to which the design, right-of-way acquisition, relocation of structures or utilities, construction, financing, ownership, management, maintenance, and operation, or any combination thereof of a project is accomplished by or on behalf of the corporation.
2. Leases, licenses, franchises, concessions, or other agreements for the development, operation, management, or undertaking of all or any part of a project of or on behalf of the corporation.
b. Notwithstanding any provision of law to the contrary, proposals under paragraph a. may be evaluated and awarded by the corporation based on qualifications of participants or best value, or both, as evaluated by procedures of the corporation and taking into consideration the best interests of the corporation. Evaluation criteria for a contract procured pursuant to the preceding sentence shall be set forth in the request for proposal for the contract. The contract may also be awarded through any existing procurement authority, proposals, or other means of procurement otherwise available to the corporation.
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(Act 2024-451, §2.)
