2016 -- H 7813

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LC005233

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2016

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A N   A C T

RELATING TO TOWNS AND CITIES -- BLACKSTONE VALLEY WASTEWATER

TREATMENT AUTHORITY ACT

     Introduced By: Representative Brian C. Newberry

     Date Introduced: March 02, 2016

     Referred To: House Municipal Government

     It is enacted by the General Assembly as follows:

     SECTION 1. Title 45 of the General Laws entitled "TOWNS AND CITIES" is hereby

amended by adding thereto the following chapter:

CHAPTER 67

     BLACKSTONE VALLEY WASTEWATER TREATMENT AUTHORITY ACT

     45-67-1. Short title. -- This chapter shall be known and may be cited as the "Blackstone

Valley Wastewater Treatment Authority Act".

     45-67-2. Legislative findings. -- (a) It is hereby found and declared that there is a need to

consolidate and coordinate wastewater treatment resources existing in the Blackstone Valley and

northern Rhode Island into a comprehensive wastewater treatment system now and for the future.

     (b) It is further found and declared that the most efficient method of consolidating and

coordinating these wastewater treatment resources in a comprehensive manner is by the creation

of a public instrumentality which shall have the authority to evaluate, plan, operate, and respond

to the need to provide wastewater treatment to the residents of the area served.

     (c) It is hereby declared to be a policy of the state of Rhode Island to create a wastewater

treatment authority having an existence separate and apart from the state of Rhode Island and

from the individual municipalities which it serves. It is further the purpose of this chapter to

provide a method to improve the existing system for the benefit of the customers served as well

as to commence a comprehensive coordination, consolidation and planning process to respond to

the needs of a broader area known as the Blackstone Valley and northern Rhode Island. To

accomplish these purposes and all purposes incidental to these, it is the intent of this chapter to

create an authority with the power to acquire, maintain, construct and operate all properties,

facilities, systems and supplies which shall be necessary for the purposes set forth above, and

hereinafter set forth.

     45-67-3. Definitions. -- As used in this chapter, the following words and terms shall have

the following meanings, unless the context shall indicate another or different meaning or intent:

     (1) "Authority" means the public corporation and instrumentality authorized, created and

established pursuant to §45-67-4.

     (2) "Blackstone Valley wastewater treatment service district" means and includes that

area presently served by the city of Woonsocket wastewater treatment facilities. This service

district may be expanded to any other municipalities or portions of municipalities, which are not

currently served by the city of Woonsocket, by a vote of the authority created herein and by a

vote of the local governing body of the municipality affected. Insofar as planning purposes are

concerned, the authority may engage in planning with respect to the entire Blackstone Valley,

northern Rhode Island area, and any other municipality in the state of Rhode Island or the

Commonwealth of Massachusetts.

     (3) "Bonds" and "notes" means the bonds, notes, securities or other obligations or

evidences of indebtedness issued by the authority pursuant to this chapter, or any amendment

hereto, all of which shall be issued under the name of and known as obligations of the Blackstone

Valley wastewater treatment authority.

     (4) "Local governing body" means any town or city council, commission, fire district or

other elective body, now or hereafter vested by state statute, charter or other law with the

jurisdiction to initiate and adopt local ordinances, whether or not such local ordinances require

the approval of the elected or appointed chief executive officer or other official or body to

become effective.

     (5) "Municipality" means any city or town existing within the district contemplated by

this legislation.

     (6) "Personal property" means all tangible and intangible personal property, new or used,

including, without limiting, the generality of the foregoing, all machinery, equipment,

transportation equipment, pipelines, pipes, and all other personal property incidental to and

included or necessary for the operation of a wastewater treatment facility and transmission

system. Personal property shall also mean and include any and all interests in such property

which are less than full title, such as leasehold interests, security interests and every other interest

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or right, legal of equitable.

     (7) "Real property'' means land, structures, new or used, franchises and interests in land,

including lands under wastewater, riparian rights, space rights and air rights, and all other things

and rights included within said term. Real property also means and includes any and all interest in

such property less than fee simple, such as easements, incorporeal hereditaments and every estate,

interest or right, legal or equitable, including terms for years and liens thereon by way of

judgments, mortgages or otherwise, and also claims for damages to such real property.

     (8) "State" means the State of Rhode Island and Providence Plantations.

     (9) "Wastewater treatment facility" means any real or personal property, or any

combination thereof, related to or incidental or intended for the treatment of wastewater including

related equipment, pipelines, treatment plants and other similar facilities.

     45-67-4. Creation of authority. -- There is hereby authorized, created and established a

body politic and corporate, having a distinct existence from the state or any municipality, and not

constituting a department of state government or any municipality, which is a public

instrumentality established by the state, to be known as the "Blackstone Valley wastewater

treatment authority'' with such powers as set forth in this chapter for the purposes of acquiring,

constructing, developing, managing, maintaining, and repairing wastewater treatment facilities to

service the needs for wastewater treatment of the population it serves or will serve.

     45-67-5. Purposes. -- The authority is authorized, created and established in order to

acquire, own, develop, operate, maintain, repair, improve, enlarge, merge and extend wastewater

treatment facilities within and without the Blackstone Valley wastewater treatment service

district, for the purpose of meeting the present and future requirements for wastewater treatment

within the area presently served by the existing city of Woonsocket wastewater treatment

facilities, and for the purpose of meeting future needs for wastewater treatment for the Blackstone

Valley wastewater treatment service district as the same may be expanded.

     45-67-6. Powers. -- (a) Except to the extent inconsistent with any specific provision of

this chapter, the authority shall have the power to:

     (1) Sue and be sued, complain and defend in its corporate name;

     (2) Have a seal which may be altered at its pleasure and to use the same by causing it, or

a facsimile thereof, to be impressed or affixed or in any other manner reproduced;

     (3) Purchase, take, receive, lease or otherwise acquire, own, hold, improve, operate,

maintain and repair, use or otherwise deal in and with, real or personal property, or any interest

therein, wherever situated;

     (4) Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of,

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all or any part of its personal or real property and assets for such consideration and upon such

terms and conditions as the authority shall determine;

     (5) Treat wastewater within or without the territorial limits of the Blackstone Valley

wastewater treatment service district;

     (6) Fix rates and collect charges for the use of the facilities of, or services rendered by the

authority; provided, however, that such rates or charges shall be established or amended in

accordance with the provisions of §45-67-25;

     (7) Make such contracts and guarantees, and to incur liabilities, and borrow money at

such rates of interest and upon such terms and conditions as the authority may deem appropriate;

     (8) Make and execute agreements of lease, conditional sales contracts, installments sales

contracts, loan agreements, mortgages, construction contracts, operation contracts and other

contracts and instruments necessary or convenient in the exercise of the powers and functions of

the authority granted by this chapter;

     (9) Lend money for its purposes, invest and reinvest its funds, and at its options to take

and hold real and personal property as security for the funds so loaned or invested;

     (10) Acquire, or contract to acquire, from any person, firm, corporation, municipality, the

federal government or the state, or any agency of either the federal government or state by grant,

purchase, lease, gift, condemnation or otherwise, or to obtain options for the acquisition of any

property, real or personal, improved or unimproved, and interests in land less than the fee thereof;

and to own, hold, clear, develop, maintain, operate and rehabilitate, sell, assign, exchange,

transfer, convey, lese, mortgage, or otherwise dispose or encumber the same for the purposes of

carrying out the provisions and intent of this chapter for such consideration as the authority shall

determine;

     (11) Conduct its activities, carry on its operations and have offices and exercise its power

granted by this chapter within or without the Blackstone Valley wastewater treatment service

district;

     (12) Elect or appoint officers and agents of the authority and to define their duties and fix

their compensation, except as otherwise expressly limited therein;

     (13) Make and alter bylaws not inconsistent with this chapter, for the administration and

regulation of the affairs of the authority and such bylaws may contain provisions indemnifying

any person who is or was a member, officer, employee or agent of the authority, or is or was

serving at the request of the authority as a member, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise in the manner and to the extent

provided in §7-1.1-4.1 of the Rhode Island business corporation act;

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     (14) Be a promoter, partner, member associate or manager of any partnership, enterprise

or venture;

     (15) Enter into cooperative agreements with cities, counties, towns, fire districts or

wastewater companies within or without the Blackstone Valley wastewater treatment service

district for the interconnection of wastewater facilities or for any other lawful corporate purpose

necessary or desirable to effect the purposes of this chapter;

     (16) Apply for, accept and utilize grants of all kinds whatsoever from any and all

organizations, governmental or private, lawfully entitled to issue such grants;

     (17) Elect or appoint officers and agents of the commission, and to define their duties and

fix their compensation, including authority to employ attorneys, accountants, architectural,

technical experts and engineering consultants, and such other employees or agents as the

commission shall deem necessary in its judgment; and,

     (18) Have and exercise all powers necessary or convenient to affect its purposes.

     45-67-7. Directors, officers and employees. -- (a) The powers of the authority shall be

vested in a board of directors which shall consist of five (5) members; two (2) of whom shall be

appointed by the mayor of the city of Woonsocket, one of whom shall be appointed by the town

council for the town of North Smithfield, one of whom shall be appointed by the board of

selectman for the town of Blackstone, Massachusetts, and one of whom shall be appointed by the

board of selectman for the town of Bellingham, Massachusetts.

     (1) For the first term of appointment only, the five (5) board members will be appointed

for a term of four (4) years. The initial appointments to the board shall be made by the respective

municipalities within ninety (90) days of passage of this chapter. Thereafter, all reappointments

or new appointments, except to fill an unexpired term, will be for a term of four (4) years. Not

earlier than sixty (60) days prior to the expiration of any terms of the members of the board of

directors, the local governing body of the community then having an appointment shall notify the

board of the name of the appointee chosen to fill the new term. In the event that such appointment

is not made within sixty (60) days prior to the expiration of a term of any member it shall be

construed that the member presently sitting in that seat shall have been reappointed. In the event

of a vacancy in the board of directors by reason of death, resignation or removal for cause of a

member, the local governing body of the municipality which appointed such member shall

appoint a new member to serve for the unexpired term, and thereafter, until their successor is

chosen or otherwise qualified as in this section. To ensure continuity of performance for the board

and for the services it provides in the event an appointment is needed as a result of a vacancy

occurring by reason of death, resignation, or removal for cause of a member, appointment of the

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new member shall be made within thirty (30) day of the occurrence of the vacancy.

     (2) No pay or other stipend shall be paid to a director for service on the board; however,

each member shall be reimbursed for reasonable expenses incurred in carrying out their duties as

a member. A member may engage in private employment or a profession or business; however,

no member of the board of directors shall hold any paid position with any of the municipalities

located within the Blackstone Valley wastewater treatment service district.

     (3) There shall be a chairman of the board of directors who shall be selected to serve at

the pleasure of the board of directors by a vote of not less than three (3) members thereof. Except

as otherwise provided herein, a majority of the then serving board members shall constitute a

quorum and any action to be taken by the authority under the provisions of this chapter may be

authorized by an affirmative vote of the majority of members attending any regular or special

meeting at which a quorum is present. A vacancy in the membership of the board of directors

shall not impair the right of a quorum to exercise all rights and to perform all duties of the

authority.

     (4) If the authority expands the services district to any other municipalities or portions of

municipalities, which are not currently served by the city of Woonsocket, the authority may also

vote to add additional members, by adding one additional member for each municipality, or

portion of municipality, served. The additional board member will be appointed by the local

governing body of the municipality affected.

     (b) Notwithstanding the provisions of subsection (a) of this section, the following actions

may only be authorized by a super majority, which is defined as a majority of the board members

then serving plus one additional member as follows:

     (1) The exercise of eminent domain shall be authorized by an affirmative vote of a super

majority, with at least one member of Woonsocket, North Smithfield, Blackstone and Bellingham

(and any other town or municipality with a board member) voting in the affirmative;

     (2) The issuance of bonds, notes, or the borrowing of amount in excess of or the entry

into any one or more series of contracts calling for the expenditure of, two million dollars

($2,000,000) or more, or the sale of real or personal property exceeding two million dollars

($2,000,000) in value shall be authorize by an affirmative vote of a super majority, with at least

one member of Woonsocket, North Smithfield, Blackstone and Bellingham (and any other town

or municipality with a board member) voting in the affirmative.

     (c) In addition to an executive director, who shall administer, manage, and direct the

affairs and business of the authority, subject to the policies, control, and direction of the

commissioners, the board of directors may appoint a secretary and such additional officers, staff

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members and employees as it shall deem appropriate, and shall determine the amount of

reasonable compensation, if any, each shall receive. The board of directors may vest in the

executive director the authority to appoint additional staff members, and to determine the amount

of compensation such individual shall receive. Employees of the city of Woonsocket employed at

the city's wastewater facilities as of the time of transfer of the city's wastewater facilities to the

authority who shall be employed by the authority shall continue to participate, with all then

existing rights and privileges, in the municipal employees' retirement system of the state of Rhode

Island as defined in §45-21-32. The authority shall be deemed to be a "municipality" within the

meaning of §45-21-2.

     (d) No full-time employee of the authority shall, during the period of employment by the

authority, engage in any other private employment, profession, or business which would interfere

with the ability to perform their duties for the authority. No person shall be employed by the

authority if within one year prior to said engagement that person was a member of the authority's

board of directors.

     (e) If any member, officer or employee of the authority shall be interested, directly or

indirectly, or shall be a director, officer or employee of, or have ownership interest (other than as

the owner of less than one percent (<1%) of the shares of a publicly held corporation) in any firm,

person or corporation interested, directly or indirectly, in any contract with the authority, such

interest shall be disclosed to the authority and set forth in the minutes of the authority, and the

member, officer or employee having such interest shall not participate on behalf of the authority

in the authorization of any such contract. Interested members may be counted in determining the

presence of a quorum at the meeting of the board of directors of the authority which authorizes

the contract or transaction.

     (f) Any action taken by the authority under the provisions of this chapter may be

authorized by a vote at any regular or special meeting. All meetings of the authority shall be open

to the public and subject to the provisions of chapter 46 of title 42 ("open meetings act").

     (g) In the month of January of each year, the board shall make an annual report to the city

and town councils of all communities served by the authority of its activities for the preceding

year. Each report shall set forth a complete operating and financial statement covering its

operations during the year. The board shall cause an annual audit of the books, records, and

accounts of the authority to be made.

     45-67-8. Condemnation power. -- (a) If for any of the purposes of this chapter, the

authority shall find it necessary to acquire any real property, whether for immediate of future use,

the authority may find and determine that such property, whether a fee simple absolute or a lesser

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interest, is required for the acquisition, construction, or operation of a wastewater treatment

facility, and upon such determination, the said property shall be deemed to be required for such

public use until otherwise determined by the authority; and with the exceptions hereinafter

specifically noted, the said determination shall not be affected by the fact that such property has

theretofore been taken for, or is then devoted to a public use, but the public use in the hands or

under the control of the authority shall be deemed superior to the public use in the hands of any

other person, association or corporation; provided, however, that no real or personal property or

interest, estate or right therein belonging to the state shall be acquired without consent of the state

and no real or personal property or interest, estate or right therein belonging to any municipality

shall be acquired without the consent of such municipality.

     (b) The authority may proceed to acquire, and is hereby authorized to and may proceed to

acquire such property, whether a fee simple absolute or a lesser interest, by the exercise of the

right of eminent domain in the manner prescribed in this chapter.

     (c) Nothing contained herein shall be construed to prohibit the authority from bringing

any proceedings to remove a cloud on title, or such other proceedings as it may, in its discretion,

deem proper and necessary, or from acquiring any such property by negotiation or purchase.

     (d) The necessity for the acquisition of property under this chapter shall be conclusively

presumed upon the adoption by the authority of a vote determining that the acquisition of such

property or any interest therein described in such vote is necessary for the acquisition,

construction or operation of a wastewater treatment facility. Within six (6) months after its

passage, the authority shall cause to be filed in the appropriate land evidence records a copy of its

vote, together with a statement signed by the chairman of the authority that such property is taken

pursuant to this chapter, and also a description of such real property, indicating the nature and

extent of the estate or interest therein taken as aforesaid and a plat thereof, which copy of the vote

and statement of the chairman shall be certified by the secretary of the authority and the

description and plat shall be certified by the city or town clerk for the city or town within which

the real property lies.

     (e) Forthwith thereafter, the authority shall cause to be filed in the superior court in and

for the county within which the real property lies, a statement of the sum of money estimated to

be just compensation for the property taken, and shall deposit in said superior court to the use of

the persons entitled thereto the sum set forth in such statement. The authority shall satisfy the

court that the amount so deposited with the court is sufficient to satisfy the just claims of all

persons having an estate or interest in such real property. Whenever the authority satisfies the

court that the claims of all persons interested in the real property taken have been satisfied, the

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unexpended balance shall be ordered repaid forthwith to the authority.

     (f) Upon the filing of the copy of the vote, statement, description and plat in the land

evidence records and upon the making of the deposit in accordance with the order of the superior

court, title to said real property, in fee simple absolute or such lesser estate or interest therein

specified in said resolution, shall vest in the authority, and said real property shall be deemed to

be condemned and taken for the use of the authority and the right to just compensation for the

same shall vest in the persons entitled thereto, and the authority thereupon may take possession of

said real property. No sum so paid into the court shall be charged with clerk's fees of any nature.

     (g) After the filing of the copy of the vote, statement, description and plat, notice of the

taking of such real property shall be served upon the owners of and persons having any estate or

interest in such real property by the sheriff or their deputies of the county in which the real estate

is situated by leaving a true and attested copy of the vote, statement and description with each of

such persons personally, or at the last and usual place of abode in this state with some person

living there, and in case any of such persons are absent from this state and have no last and usual

place of abode therein occupied by any person, such copy shall be left with the person or persons,

if any, in charge of, or having possession of such real property taken of such absent persons, and

another copy thereof shall be mailed to the address of such person, if the same is known to the

officer serving such notice.

     (h) After the filing of such vote, statement, description and plat, the authority shall cause

a copy of the vote and description to be published in some newspaper having general circulation

in the city or town in which the real property lies at least once a week for three (3) successive

weeks.

     (i) If any person shall agree with the authority upon the price to be paid for the value of

the real property so taken and of appurtenant damage to any remainder or for the value of this

estate, right or interest therein, the court, upon application of the parties in interest, may order that

the sum agreed upon be paid forthwith from the money deposited, as the just compensation to be

awarded in said proceedings; provided, however, that no payment shall be made to any official or

employee of the authority for any property or interest therein acquired from such official or

employee unless the amount of such payment is determined by the court to constitute just

compensation to be awarded in said proceedings.

     (j) Any owner of, or person entitled to any estate or right in, or interested in any part of

the real property so taken, who cannot agree with the authority upon the price to be paid for their

estate, right or interest in such real property so taken and the appurtenant damage to the

remainder, may, within ninety (90) days after personal notice of said taking, or if they have no

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personal notice, may within one year from the date the sum of money estimated to be just

compensation is deposited in the superior court to the use of the persons entitled thereto, apply by

petition to the superior court for the county in which said real property is situated, setting forth

the taking of their land or their estate or interest therein and paying for an assessment or damages

by the court or by a jury. Upon the filing of such petition the court shall cause twenty (20) days'

notice of the pendency thereof to be given to the authority by serving the chairman of the

authority with a certified copy thereof.

     (k) After title service of such notice, the court may proceed to the trial thereof. Such trial

shall be conducted as other civil actions at law are tried. Such trial shall determine all questions of

fact relating to the value of such real property, and any estate or interest therein, and the amount

thereof and the appurtenant damage to any remainder and the amount thereof, and such trial and

decision or verdict of the court or jury shall be subject to all rights to except to rulings, to move

for new trial, and to appeal, as are provided by law. Upon the entry of judgment in such

proceedings execution shall be issued against the money so deposited in court and in default

thereof against any other property of the authority.

     (1) In case two (2) or more petitioners make claim to the same real property, or to any

estate or interest therein, or to different estates or interests in the same real property, said court

shall, upon motion, consolidate their several petitions for trial at the same time, and may frame all

necessary issues for the trial thereof.

     (m) If any real property or any estate or interest therein, in which any infant or other

person not capable in law to act in their own behalf is interested, is taken under the provisions of

this chapter, said superior court, upon the filing therein of a petition by or in behalf of such infant

or person or by the authority may appoint a guardian ad litem for such infant or other person.

Guardians may, with the advice and consent of said superior court, and upon such terms as said

superior court may prescribe, release to the authority all claims for damages for the land of such

infant or other person or for any such estate or interest therein. Any lawfully appointed, qualified

and acting guardian or other fiduciary of the estate of any such infant or other person, with the

approval of the court of probate within this state having jurisdiction to authorize the sale of lands

and properties within this state of such infant or other person, may before the filing of any such

petition, agree with such infant or other person for any taking of their real property or of their

interest or estate therein, and may upon receiving such amount, release to the authority all claims

for damages for such infant or other person for such taking.

     (n) In case any owner of or any person having an estate or interest in such real property

shall fail to file their petition as above provided, the superior court for the county in which the

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real property is situated, in its discretion, may permit the filing of such petition within one year

subsequent to the year following the time of the deposit in the superior court of the sum of money

estimated to be just compensation for the property taken; provided, such person shall have had no

actual knowledge of the taking of such land in season to file such petition; and provided however,

no other person or persons claiming to own such real property or estate or interest therein shall

have been paid the value thereof; and provided, no judgment has been rendered against the

authority for the payment of such value to any other person or persons claiming to own such real

estate.

     (o) If any real property or any estate or interest therein is unclaimed or held by a person

or persons whose whereabouts are unknown, after making inquiry satisfactory to the superior

court for the county in which the real property lies, the authority, after the expiration of two (2)

years from the first publication of the copy of the vote, statement and description, may petition

such court that the value of the estate or interest or such known person or persons be determined.

After such notice by publication to such person or persons as the court in its discretion may order,

and after hearing on said petition, the court shall fix the value of said estate or interest and shall

order said sum to be deposited in the registry of such court in a special account to accumulate for

the benefit of the person or persons, if any, entitled thereto. The receipt of the clerk of the

superior court therefore shall constitute a discharge of the authority from all liability in

connection with such taking. When the person entitled to the money deposited shall have satisfied

the superior court of their right to receive the same, the court shall cause it to be paid over to

them, with all accumulations thereon.

     (p) The superior court shall have power to make such orders with respect to

encumbrances, liens, taxes and other charges on the land, if any, as shall be just and equitable.

     (q) Whenever in the opinion of the authority a substantial saving in the cost of acquiring

title can be effected by conveying other real property, title to which is in the authority, to the

person or persons from whom the estate or interest in real property is being purchased or taken, or

by the construction or improvement by the authority of any work or facility upon the remaining

real property of the person or persons from whom the estate or interest in real property is being

purchased or taken, the authority shall be and hereby is authorized to convey such other real

property to the person or persons from whom the estate or interest in real property is being

purchased or taken and to construct or improve any work or facility upon the remaining land of

such person or persons.

     (r) At any time during the pendency of any proceedings for the assessment of damages

for property or interests therein taken or to be taken by eminent domain by the authority, the

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authority or any owner may apply to the court for an order directing an owner or the authority, as

the case may be, to show cause why further proceedings should not be expedited, and the court

may upon such application make an order requiring that the hearings proceed and that any other

steps be taken with all possible expedition.

     45-67-9. Bonds and notes of the authority. -- (a) The authority shall have the power and

is hereby authorized to issue from time to time its negotiable bonds and notes in one or more

series in such principal amounts as in the opinion of the authority shall be necessary to provide

sufficient funds for achieving its purposes, including the payment of interest on bonds and notes

of the authority, the establishment of reserves to secure such bonds and notes including, but not

limited to, the reserve funds created pursuant to §45-67-12, and the making of all other

expenditures of the authority incident to and necessary or convenient to carrying out its corporate

purposes and powers.

     (b) All bonds and notes issued by the authority may be secured by the full faith and credit

of the authority, and may be payable out of revenues, earnings, or receipts of the authority. Such

bonds and notes may be executed and delivered by the authority at any time from time to time,

may be in such form and denominations and of such tenor and maturities, and may be in bearer

form or in registered form, as to principal and interest or as the principal alone, all as the authority

may determine.

     (c) Bonds may be payable in such installments, and at such times not exceeding fifty (50)

years from the date thereof, as shall be determined by the authority.

     (d) Except for notes issues pursuant to §45-67-10, notes, and any renewals thereof, may

be payable in such installments and at such times not exceeding ten (10) years from the date or

the original issue of such notes, as shall be determined by the authority.

     (e) Bonds and notes may be payable at such places, whether within or without the state,

may bear interest at such rate or rates payable at such time or times and at such place or places

and evidenced in such manner and may contain such provisions not inconsistent herewith, all as

shall be provided in the proceedings of the authority under which they shall be authorized to be

issued.

     (f) There may be retained, by provision made in the proceedings under which any bonds

or notes of the authority are authorized to be issued, an option to redeem all or any part thereof at

such prices and upon such notice, and on such further terms and conditions as shall be set forth on

the record of such proceedings and on the face of the bond and notes.

     (g) Any bonds or notes of the authority may be sold from time to time at such prices, at

public or private sale, and in such manner as shall be determined by the authority, and the

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authority shall pay all expenses, premiums and commissions that it shall deem necessary or

advantageous in connection with the issuance and sale thereof.

     (h) Monies of the authority, including proceeds from the sale of bonds or notes, and

revenues, receipts and income from any of its wastewater treatment facilities, may be invested

and reinvested in such obligations, securities and other investments consistent herewith as shall

be specified in the resolutions under which such bonds or notes are authorized.

     (i) Issuance by the authority of one or more series of bonds or notes for one or more

purposes shall not preclude it from issuing other bonds or notes, but the proceedings whereunder

any subsequent bonds or notes may be issued shall recognize and protect a prior pledge or

mortgage made for a prior issue of bonds or notes unless in the proceedings authorizing such

prior issue the right is reserved to issue subsequent bonds or notes on a parity with such prior

issue.

     (j) The authority is authorized to issue bonds or notes for the purpose of refunding its

bonds or notes then outstanding, including the payment of any redemption premium thereon and

any interest accrued or to accrue to the earliest or subsequent date of redemption, purchase or

maturity, of such bonds or notes, and, if deemed advisable by the authority, for the additional

purpose of paying all or part of the cost of acquiring, constructing, reconstructing, rehabilitating,

or improving any wastewater treatment facility. The proceeds of bonds or notes issued for the

purpose of refunding outstanding bonds or notes may be applied, in the discretion of the

authority, to the purchase, retirement at maturity, or redemption of such outstanding bonds or

notes either on their earliest or a subsequent redemption date, and may, pending such application,

be placed in escrow. Any such escrowed proceeds may be invested and reinvested in obligations

of or guaranteed by the United States of America, or in certificates of deposit or time deposits

secured or guaranteed by the state or the United States of America, or an instrumentality of either,

maturing at such time or times as shall be appropriate to ensure the prompt payment, as to

principal, interest and redemption premium, if any, of the outstanding bonds or notes to be so

refunded. The interest, income and profits, if any, earned or realized on any such investment may

also be applied to the payment of the outstanding bonds or notes to be so refunded. After the

terms of the escrow have been fully satisfied and carried out, any balance of such proceeds and

interest, income and profits, if any, earned or realized on the investments thereof may be returned

to the authority for use by it in furtherance of its purposes. The portion of the proceeds of bonds

or notes issued for the additional purpose of paying all or part of the cost of acquiring,

constructing, reconstructing, rehabilitating, developing or improving any wastewater treatment

facility, may be invested in reinvested in such obligations, securities and other investments

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consistent herewith as shall be specified in the resolutions under which such bonds or notes are

authorized and which shall mature not later than the times when such proceeds will be needed for

such purposes. The interest, income and profits, if any, earned or realized on such investments

may be applied to the payment of all parts of such costs, or to the making of such loans, or may

be used by the authority otherwise in furtherance of its purposes. The interest, income and profits,

if any, earned or realized on such investments may be applied to the payment of all parts of such

costs, or to the making of such loans, or may be used by the authority otherwise in furtherance of

its purposes. Unless otherwise provided by the authority, all bonds or notes shall be issued and

secured and shall be subject to the provisions of this chapter in the same manner and to the same

extent as any other bonds or notes issued pursuant to this chapter.

     (k) The members, the executive director of the authority, and other persons executing

such bonds or notes shall not be subject to personal liability or accountability by reason of the

issuance thereof.

     (l) Bonds or notes may be issued under the provisions of this chapter without obtaining

the consent of any department, division, commission, board, body, bureau or agency of the state,

and without any other proceedings or the happening of any conditions or things other than those

proceedings, conditions or things which are specifically required by this chapter and by the

provisions of the resolution authorizing the issuance of such bonds or notes or the trust agreement

securing the same.

     (m) The authority, subject to such agreements with bondholders or noteholders as may

then be in force, shall have power out of any funds available therefore to purchase bonds or notes

of the authority, which shall thereupon be cancelled, at a price not exceeding:

     (1) If the bonds or notes are then redeemable, the redemption price then applicable, plus

accrued interest to the next interest payment date; or

     (2) If the bonds or notes are not then redeemable, the redemption price applicable on the

earliest date that the bonds or notes become subject to redemption, plus the interest that would

have accrued to such date.

     (n) Whether or not the bonds and notes are of such form and character as to be negotiable

instruments under the terms of the Rhode Island uniform commercial code, the bonds and notes

are hereby made negotiable instruments within the meaning of and for all the purposes of the

Rhode Island uniform commercial code, subject only to the provisions of the bonds and notes for

registration.

     (o) If a member or officer, of the authority whose signature appears on bonds, notes or

coupons shall cease to be a member or officer before the delivery of such bonds or notes, such

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signature shall, nevertheless, be valid and sufficient for all purposes, the same as if such member

or officer had remained in office until such delivery.

     45-67-10. Short-term notes. -- Money borrowed by the authority for the purpose of

providing temporary financing of the authority operations, pending the issuance of bonds or other

notes, shall be evidenced by notes or other obligations. The principal and interest of all notes or

other obligations of the authority so issued under the provisions of this section shall be payable no

later than the fifth anniversary of the date of issue thereof, and shall be payable from the

following:

     (1) From the proceeds of bonds subsequently issued; or

     (2) From the proceeds of subsequent borrowings which comply with the provisions

hereof; or

     (3) From general revenues of the authority which may be equal or proportionate with but

not superior to that securing bonds then outstanding or subsequently issued. Notwithstanding any

other provisions of this chapter, all such notes shall be deemed to be negotiable instruments under

the laws of the state subject only to the provisions for registration. Such notes or other obligations

or any issue thereof shall be in a form and contain such other provisions as the authority may

determine and such notes or resolutions or proceedings authorizing such notes or other

obligations or any issue thereof may contain, in addition to any provisions, conditions, covenants

or limitations authorized by this chapter, any provisions, conditions, covenants or limitations

which the authority is authorized to include in any resolution or resolutions authorizing bonds or

notes or in any trust agreement relating thereto. The authority may issue such notes or other

obligations in such manner either publicly or privately on such terms as it may determine to be in

its best interests. Such notes or other obligations may be issued under the provisions of this

chapter without obtaining the consent of any department, division, commission, board, body or

agency of the state, without any other proceedings or the happening of any conditions or things

other than those proceedings, conditions or things which are specifically required by this chapter

and by the provisions and resolutions authorizing the issuance of such notes or obligations.

     45-67-11. Security for bonds or notes. -- (a) The principal of and interest on any bonds

or notes issued by the authority may be secured by a pledge of any revenues and receipts of the

authority and may be secured by a mortgage or other instrument covering all or any part of one or

more wastewater treatment facilities, including all or part of any additions, improvements,

extensions to or enlargements of such facilities thereafter made.

     (b) The resolution under which the bond or notes are authorized to be issued, and any

such mortgage, lease, sales agreement or loan agreement, or other instrument may contain

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agreements and provisions respecting the maintenance of the facilities covered thereby, the fixing

and collection of rents, payments or repayments or other revenues therefrom, including monies

received in repayment of loans, and interest thereon, the creation and maintenance of special

funds from such rents or other revenues and the rights and remedies available in the event of

default, all as the authority shall deem advisable.

     (c) Each pledge, agreement, mortgage or other instrument made for the benefit or security

of any of the bonds or notes of the authority shall continue in effect until the principal of and

interest on the bonds or notes for the benefit of which the same was made shall have been fully

paid, or until provision shall have been made for such payment in the manner provided in the

resolutions under which such bonds or notes were authorized.

     (d) The authority may provide in any proceedings under which bonds or notes may be

authorized that any wastewater treatment facility or part whereof may be constructed,

reconstructed, rehabilitated or improved by the authority, or any lessee, vendee, obligor or any

designee of the authority and may also provide in such proceedings for the time and manner of

and requisitions for disbursements as the authority shall deem necessary and provide for in such

proceedings.

     (e) Any resolution under which bonds or note of the authority are authorized to be issued

(and any trust agreement established thereby) may contain provisions for vesting in a trustee or

trustees such properties, rights, powers and duties in trust as the authority may determine.

     45-67-12. Reserve funds and appropriations. -- To ensure the continued operation and

solvency of the authority for the carrying out of its corporate purposes:

     (1) The authority may create and establish one or more special funds (herein referred to

as "capital reserve funds"), and may pay into each such capital reserve fund:

     (i) Any monies appropriated and made available by the state, or any municipality for the

purpose of such fund;

     (ii) Proceeds from the sale of bonds or notes to the extent provided in the resolution or

resolutions of the authority authorizing the issuance thereof; and

     (iii) Any other monies that may be made available to the authority for the purpose of such

fund from any other source. All monies held in a capital reserve fund, except as hereinafter

provided, shall be used solely for the payment of the principal of bonds secured in whole or in

part by such fund or of the sinking fund payments hereinafter mentioned with respect to such

bonds, the purchase or redemption of such bonds, the payment of interest on such bonds or the

payment of any redemption premium required to be paid when such bonds are redeemed prior to

maturity, provided that monies in such funds shall not be withdrawn therefrom (except for the

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purpose of making (with respect to bonds secured in whole or in party by such fund) payment

when due of principal, interest, redemption premiums and the sinking fund payments hereinafter

mentioned, for the payment of which other monies of the corporation are not available) if such

withdrawal would reduce the amount of such fund to less than the minimum capital reserve

requirement established for such fund as hereinafter provided. Any income or interest earned by,

or incremental to, any capital reserve fund because of the investment of the funds thereof may be

transferred by the authority to other funds or accounts of the authority if such transfer would not

reduce the amount of the capital reserve fund below the minimum capital reserve fund

requirement for such fund.

     (2) The authority shall not at any time issue bonds secured in whole or in part by a capital

reserve fund if, upon the issuance of such bonds, the amount of such capital reserve fund would

be less than the minimum capital reserve required for such fund, unless the authority, at the time

of issuance of such bonds, shall deposit in such fund from the proceeds of the bonds so to be

issued, or from other sources, an amount that, together with the amount then in such fund, is not

less than the minimum capital reserve fund requirement for such fund. For the purpose of this

section, the term "minimum capital reserve fund requirement" means, as of any particular date of

computation, an amount of money, as provided in the resolution or resolutions of the authority

authorizing the bonds or notes with respect to which such fund is established, equal to not more

than the greatest of the respective amounts, for the current or any future fiscal year of the

authority, of annual debt service on the bonds of the authority secured in whole or in part by such

fund, such annual debt service for any fiscal year being the amount of money equal to the sum of:

     (i) The interest payable during such fiscal year on all bonds secured in whole or in part by

such fund outstanding on the date of computation; plus

     (ii) The principal amount of all such bonds and bond anticipation notes outstanding on

said date of computation that mature during such fiscal year; plus

     (iii) All amounts specified in any resolution of the authority authorizing such bonds as

payable during such fiscal year as a sinking fund payment with respect to any such bonds that

mature after such fiscal year, all calculated on the assumption that such bonds will, after said date

of computation, cease to be outstanding by reason, but only by reason, of the payment of bonds

when due and application in accordance with the resolution authorizing those bonds of all of such

sinking fund payments payable at or after said date of computation.

     (3) In computing the amount of the capital reserve funds for the purpose of this section,

securities in which all or portion of such funds shall be invested, shall be valued as provided in

the proceedings under which the bonds are authorized but in no event shall be valued at a value

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greater than par.

     (4) The authority may create and establish such other fund or funds as may be necessary

or desirable for its corporate purposes.

     (5) The authority may by resolution permit the issuance of bonds and notes to carry out

the purposes of this chapter without establishing a capital reserve fund pursuant to this section

and without complying with the limitations set forth in this section. Bonds and notes issued

pursuant to this subsection (2)(iii) of this section may be secured by such other funds or methods

as the authority may in its discretion determine by resolution.

     45-67-13. Trust funds. -- All monies received pursuant to the authority of this chapter,

whether as proceeds from the sale of bonds or notes or as revenues, receipts or income, shall be

trust funds to be held and applied in accordance with the applicable provisions of this chapter and

if applicable as provided in the proceedings under which bonds or notes are authorized. Any

officer with whom or any bank or trust company with which such monies shall be deposited as

trustee hereof shall hold and apply the same for the purposes thereof, subject to the applicable

provisions of this chapter, the proceedings authorizing the bonds or notes and the trust agreement

securing such bonds or notes, if any.

     45-67-14. Exemption from taxation. -- (a) The exercise of the powers granted by this

chapter will be in all respects for the benefit of the people of this state, the increase of their

commerce, welfare and prosperity and for the improvement of their health and living conditions

and will constitute the performance of an essential governmental function and the authority shall

not be required to pay any taxes, franchise fees or assessments upon or in respect of any

wastewater treatment facilities or of any property or monies of the authority, levied by the city of

Woonsocket, the towns of North Smithfield, Bellingham, Blackstone, or any other municipality

where the authority's property may be located; provided, however, that the authority shall make

payments in lieu of property taxes and assessments and franchise fees, to each municipality where

its property may be located. Such payments in lieu shall be made at such time or times and in an

amount equal to that amount which would have been paid under assessments and rates for like

property in each said community in the year that such payment would have been made as

property taxes. In the event that the board upon vote in conformity with this chapter, determines

that the amount of said payments in lieu are improper or in any way excessive the board may take

whatever action it would be entitled to take under the law as then exists for owners of property

disputing tax rates or valuations in the municipality in which the property is located.

     (b) Except as otherwise specifically provided herein, the authority shall not be required to

pay state taxes of any kind, and the authority its property and monies and, except for estate and

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gift taxes, any bonds or notes issued under the provisions of this chapter and the income

(including gain from sale or exchange) therefrom shall at all times be free from taxation of every

kind by the state and by the municipalities and all other political subdivisions of the state. The

authority shall not be required to pay any transfer tax of any kind on account of instruments

recorded by it or on its behalf.

     45-67-15. Bonds and notes as legal investments. -- The bonds and notes of the authority

are hereby made securities in which all public officers and bodies of this state and all

municipalities and municipal subdivisions, all insurance companies and associations, and other

persons carrying on an insurance business, all banks, bankers, trust companies, saving banks and

saving associations, including savings and loan associations, building and loan associations,

investment companies and other persons carrying on a banking business, all administrators,

guardians, executors, trustees and other fiduciaries, and all other person whatsoever who are now

or may hereafter be authorized to invest in bonds or other obligations of the state, may properly

and legally invest funds, including capital, in their control or belonging to them.

     45-67-16. Agreement of the state. -- The state does hereby pledge to and agree with the

holders of any bonds or notes issued under this chapter, that the state will not limit or alter the

rights hereby vested in the authority to fulfill the terms of any agreements made with the holders

until such bonds or notes, together with the interest thereon, with interest on any unpaid

installments of interest, and all costs and expenses in connection with any action or proceeding by

or on behalf of such holders, are fully met and discharged. The authority is authorized to include

this pledge and agreement of the state in any agreement with the holders of such bonds or notes.

     45-67-17. Credit of state not pledged. -- Obligations issued under the provisions of this

chapter shall not constitute a debt, liability or obligation of the state or of any political

subdivision thereof or a pledge of the faith and credit of the state or any political subdivision.

Each obligation issued under this chapter shall contain on the face thereof a statement to the

effect that the authority shall not be obligated to pay the same or interest thereon except from

revenues or assets pledged therefore and that neither the faith and credit nor the taxing power of

the state of any political subdivision thereof is pledged to the payment of the principal of or the

interest on such obligation.

     45-67-18. Remedies of bondholders and noteholders. -- Any holder of bonds or notes

issued under the provisions of this chapter, and the trustee under the trust agreement, except to the

extent the rights herein given may be restricted by such trust agreement, may by civil action,

mandamus or other proceeding, protect and enforce any and all rights under the laws of the state

or granted hereunder or under such trust agreement authorizing the issuance of such bonds or

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notes, and may enforce and compel the performance of all duties required by this chapter or by

such trust agreement or resolution to be performed by the authority of by any officer thereof.

     45-67-19. Authorization to accept appropriated monies. -- The authority is authorized

to accept such monies as may be appropriated from time to time by the general assembly or any

municipality for effectuating its corporate purposes including, without limitation, the payment of

the initial expenses of administration and operation and the establishment of reserves or

contingency funds to be available for the payment of the principal of and the interest on any

bonds, notes or other obligations of the authority.

     45-67-20. Wastewater charges as a lien against property. -- The authority's charges for

the provision of wastewater shall be billed to each user at least once each six (6) month period,

and all such charges, together with interest accruing thereon, shall constitute a lien upon the

estates, be they real or personal, of such user on a parity with a lien for municipal taxes until paid

in full, and shall be superior to any other lien, encumbrance, or interest in the real estate whether

by way of mortgage, attachment, or otherwise, except easements and restrictions. Said lien shall

not be subject to termination by alienation of title under the provisions of §44-9-1. The authority

shall have the same right to enforce the liens against the estates, both real and personal, and to

collect such charges and interest from the owners thereof, as the tax collector in the case of

municipal taxes assessed against residents of the state.

     45-67-21. Right to alter, remand or repeal. -- The right to alter, amend or appeal this

chapter is hereby expressly reserved to the general assembly, but no such alteration, amendment

or repeal shall invalidate, void or cancel any contract made by the authority under any power

conferred by this chapter.

     45-67-22. Contracts; Transfer of wastewater treatment facilities and property. -- (a)

The owner or owners of any wastewater treatment facilities, mains or appurtenances which the

authority is authorized to acquire pursuant to the terms of this chapter, are hereby authorized to

sell or otherwise transfer the same to the authority, and in the case of the sale or transfer of

wastewater treatment facilities, mains or appurtenances pursuant to this provision, it shall be

lawful to dissolve such corporation, any other provisions of law to the contrary notwithstanding.

The authority may enter into contracts from time to time with any public wastewater treatment

agency or private wastewater company providing for the purchase or sale of wastewater for the

periods not exceeding fifty (50) years, and all such agencies and companies are authorized to

enter into such contracts with the authority.

     (b) The city of Woonsocket, and the towns of North Smithfield, Blackstone, Bellingham

or any other municipality by a majority vote of its city council, board of selectman, or any other

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local governing body of a municipality affected, are hereby authorized to transfer their

wastewater treatment facilities, real property and personal property to the authority, upon such

terms and conditions as may be agreed upon with the authority. Any such purchase price shall be

paid to the selling municipality by the authority only out of revenues resulting from a wastewater

treatment rates or a borrowing authorized by the authority.

     (c) If at any time the authority determines that it is in its best interests to sell, transfer or

convey the wastewater treatment facilities or property acquired from the city of Woonsocket, and

the towns of North Smithfield, Blackstone, Bellingham, or any other municipality; to a third-

party, it shall first offer such wastewater treatment facilities or property to the municipality from

which it purchased the property for a purchase price equal to the price paid by the authority, plus

a factor for the aggregate inflation rate which has occurred since the transfer of the wastewater

treatment facilities to the authority. The municipality with the right of first refusal shall notify the

authority in writing, within thirty (30) days of its intention to purchase the wastewater treatment

facilities or its waiver of its rights hereunder. This subsection shall not apply to any sale, transfer,

or conveyance of wastewater treatment facilities related to any trust agreement or other security

for bonds or notes and shall have no application to transfer of property by condemnation.

     (e) As part of the acquisition of any wastewater treatment facilities or property, the

authority may agree to assume payment of financial obligation debt service liabilities of the

municipality transferring said wastewater treatment facilities or property for long-term bonded

debt, associated with the wastewater treatment facilities or property, as determined in the sole

discretion of the authority. The payment of the debt service liabilities shall be paid solely out of

user charges and fees to be assessed by the authority in accordance with this chapter. User

charges assessed pursuant to this section shall be in addition to those charges for wastewater

usage as established by the public utilities commission.

     45-67-23. Other statutes and ordinances. -- Nothing herein contained shall restrict or

limit the powers of the authority arising under any laws of this state, or any ordinances of any

municipality, except if such powers are expressly contrary to the provisions of this chapter. This

chapter shall be construed to provide a complete additional alternative method for doing the

things authorized hereby, and shall be regarded as supplemental and in addition to the powers

conferred by other laws. The issuance of all bonds or notes of the authority under the provisions

of this chapter need not comply with the requirements of any other statute applicable to the issue

of the same, and contracts for the construction and acquisition of wastewater treatment facilities

undertaken pursuant to this chapter need not comply with any other provisions of state law and

municipal ordinances applicable to such contracts for the construction and acquisition of state or

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municipally owned property. No proceedings or notice of approval shall be required for the

issuance of any bonds, notes or other obligations or any instrument of security therefore except as

herein provided. For any wastewater treatment facility, the authority shall be exempt from the

provisions of any zoning, planning or other land use control ordinance adopted by any

municipality located within the Blackstone Valley wastewater service district.

     45-67-24. Application of public utility law. -- (a) The authority shall be subject to title

39 regulating public utilities and carriers. However, the establishment of the authority, the

transfer of wastewater treatment facilities to the authority and the purchase or condemnation of

wastewater facilities and property shall not be subject to title 39.

     (b) Any increase in rates or charges of the authority over the rates or charges which the

city of Pawtucket had in effect at the time of the transfer of city's wastewater treatment facilities

to the authority shall be established in accordance with and subject to the provisions of chapters 1

through 5, inclusive, of title 39.

     45-67-25. Inconsistent provisions. -- Insofar as the provision of this chapter are

inconsistent with the provisions of any law, charter, or ordinance, general, special or local, the

provisions of this chapter shall be controlling.

     45-67-26. Liberal construction. -- This chapter being necessary for the welfare of the

state and its inhabitants, shall be liberally construed so as to affect its purposes.

     45-67-27. Severability. -- If any word, sentence, paragraph, section or part of this chapter

shall be adjudged by any court or competent jurisdiction to be invalid, such judgment shall not

affect, impair or invalidate the remainder thereof, but shall be confined in its operation to the

clause, sentence, paragraph, section or part directly involved in the controversy in which such

judgment shall have been rendered.

     45-67-28. Repeals. -- All acts or parts of chapters or charters or parts of charters

inconsistent with the provision of this chapter are hereby repealed to the extent of such

inconsistency.

     SECTION 2. This chapter shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO TOWNS AND CITIES -- BLACKSTONE VALLEY WASTEWATER

TREATMENT AUTHORITY ACT

***

     This act would establish the Blackstone Valley Wastewater Treatment Authority, and

would prescribe its powers and duties.

     This act would take effect upon passage.

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