Chapter
375
2005 -- S 1198 AS AMENDED
Enacted 07/19/05
A N A C T
RELATING TO CONVENTION CENTER AUTHORITY ACT
Introduced By: Senator Stephen D. Alves
Date Introduced: June 28, 2005
It is
enacted by the General Assembly as follows:
SECTION
1. Sections 42-99-3, 42-99-4, 42-99-9 and 42-99-16 of the General Laws in
Chapter
42-99 entitled "Convention Center Authority Act" are hereby amended
to read as
follows:
42-99-3.
Definitions. -- The following words and terms shall have the following
respective
meanings, unless the context clearly indicates a different meaning:
(1) "Chief municipal officer" means:
(i) If the municipality is a city, its mayor, or
(ii) If the municipality is a town, the president of its town council.
(2) "Convention center" means a facility used to house conventions,
trade shows,
exhibitions,
displays, meetings, banquets, and other events, as well as facilities related
thereto
such as
parking lots and garages, a civic center, connection walkways, hotels, and office
buildings
(including
any retail facilities which are incidental to and located within any of the
foregoing);
provided,
however, that any office building which is not a part of, or physically
connected to, a
hotel
may not be financed by the issuance of bonds of the corporation.
(3) "Corporation" means the corporation established by this act.
(4) "Governor" means the governor of the state.
(5) "Municipality" means the city or town within which the convention
center and other
facilities
constructed, managed, or operated by the corporation is located.
(6) "Project" means the acquisition, construction, reconstruction,
rehabilitation,
improvement,
development of, or any expenditure with respect to, any real or personal
property
for the
corporation's purposes.
(7) "State" means the state of Rhode Island.
42-99-4.
Creation of a corporation -- Composition -- Personnel -- Compensation. --
(a)
There is created and established a public corporation of the state, having a
distinct legal
existence
from the state and not constituting a department of the state government, with
those
corporate
powers that are set forth in this chapter to be known as "convention
center authority",
or by
any other name that the board of commissioners may select which appropriately
identifies
the
corporation's activities or location, to carry out the provisions of this
chapter. The corporation
is
constituted a public instrumentality exercising public and essential
governmental functions, and
the
exercise by the corporation of the powers conferred by this chapter shall be
deemed and held
to be
the performance of an essential governmental function of the state. The
corporation shall be
deemed a
"state agency or department" for the purposes of chapter 75.2 of
title 42. It is the intent
of the
general assembly by the passage of this chapter to incorporate a public
corporation and
instrumentality
and agency of the state for the purpose of carrying on the activities
authorized,
and to
vest that corporation with all powers, authority, rights, privileges, and
titles that may be
necessary
to enable it to accomplish those purposes. This chapter shall be liberally
construed in
conformity
with the purpose expressed.
(b) The corporation is created, established, and incorporated for the following
purposes:
to
construct, manage, and operate a convention center and to acquire by purchase
or otherwise
land
therefor.
(c) The convention center shall be located in one of the cities or towns in the
state in
which
the mayor (if a city) or a president of the town council (if a town) and the
governor agree
that the
convention center shall be located.
(d) (i) The powers of the corporation shall be vested in a board of
commissioners having
nine (9)
members through June 30, 2006 and eleven (11) members thereafter, who
shall be
appointed
in the manner set forth in this section. Forthwith upon the enactment of this
chapter, the
governor
and chief municipal officer (sometimes referred to as the "appointing
authorities") will
each
appoint four (4) commissioners for terms ending respectively on June 30, 1988,
June 30,
1989,
and June 30, 1990, and June 30, 1991, and thereafter until their respective
successors are
appointed
and shall have qualified. Beginning on June 30, 1988, and on each June 30
thereafter,
the
appointing authorities shall appoint commissioners to succeed the commissioners
whose
terms
are then ending and to serve for terms of four (4) years.
Notwithstanding the foregoing, on and after June 30, 1991 the governor shall
have the
power to
appoint six (6) seven (7) commissioners and the chief
municipal officer appropriate
municipal
authority shall have the power to
appoint two (2) three (3) commissioners to serve for
terms of
four (4) years. This change shall be effected as follows:
On June 30, 1991 and June 30, 1992, the governor shall appoint a commissioner
to
succeed
one commissioner, previously appointed by the governor whose term is then
ending to
serve
terms of four (4) years. On June 30, 1991 and June 30, 1992 the chief municipal
officer
shall
appoint a commissioner to succeed one commissioner, previously appointed by the
chief
municipal
officer, whose term is then ending, to serve terms of four (4) years. On June
30, 1993
and on
June 30, 1994, the governor shall appoint both commissioners to succeed the
commissioners
whose terms are then ending, to serve for terms of four (4) years. On July
1, 2006
the
governor and the city council of the city of Providence shall each appoint one
additional
commissioner,
to serve terms of four (4) years. The
appointments by the governor are designated
"gubernatorial
commissioners". The commissioners appointed by the chief municipal officer
or
the
city council of the city of Providence
whose terms expire on June 30, 1991 and June 30, 1992
are
designated "municipal commissioners". The governor and the chief
municipal officer
appropriate
municipal authority shall have the
power to appoint commissioners to succeed the
gubernatorial
commissioners and the municipal commissioners respectively when the terms of
the
gubernatorial
commissioners and the municipal commissioners end, for a period of four (4)
years.
(ii) Forthwith upon the enactment of this chapter, the governor and the chief
municipal
officer
will jointly appoint a ninth (9th) commissioner who will act as chairperson of
the
corporation
and whose four (4) year term will end on June 30, 1991. On June 30, 1991, the
governor
shall appoint a ninth (9th) commissioner who will serve as chairperson until
the
expiration
of a second full four (4) year term on June 30, 1995. Thereafter, the ninth
(9th) or, as
appropriate
after July 1, 2006, the eleventh (11th),
commissioner will be appointed (for successive
four (4)
year terms) by the governor and the chairperson will be elected from among its
members
by the
board of commissioners.
(e) Any commissioner may be reappointed for successive terms. Any commissioner
may
be
removed by the appointing authority for misfeasance, malfeasance or willful
neglect of duty.
Any
vacancy resulting from the death, disability, or other failure of a
commissioner to continue to
serve
may be filled by the person given the power to make the original appointment.
(f) The board of commissioners shall elect from among its members, a vice
chairperson,
any
other officers that they may determine, including a secretary and a treasurer,
and, beginning
on July
1, 1995, a chairperson. Meetings shall be held at the call of the chairperson
or whenever
two
commissioners request. Action by the corporation may be taken by the board of
commissioners
at any regular or special meeting at which a quorum is present. Five (5)
commissioners
of the corporation shall constitute a quorum for meetings prior to July 1,
2006,
and
six (6) commissioners of the corporation shall constitute a quorum for meetings
thereafter.
Any
action taken by the corporation under the provisions of this chapter shall
require the
affirmative
vote of not less than five (5) commissioners for meetings prior to July 1,
2006, and six
(6)
commissioners for meetings thereafter.
No vacancy in the membership of the corporation shall
impair
the right of a quorum to exercise all of the rights and perform all of the
duties of the
corporation.
(g) Commissioners shall receive no compensation for the performance of their
duties, but
each
commissioner shall be reimbursed for his or her reasonable expenses incurred in
carrying
out the
duties under this chapter.
(h) Notwithstanding the provisions of any other law, no officer or employee of
the state
shall be
deemed to have forfeited or shall forfeit his or her office or employment by
reason of his
or her
acceptance of membership of the corporation or his or her service thereto.
(i) The commissioners may employ an executive director who shall administer,
manage,
and
direct the affairs and business of the corporation, subject to the policies,
control, and direction
of the
commissioners. The commissioners may employ technical experts and any other
officers
and
agents and fix their qualification, duties, and compensation. The executive
director and
technical
experts, officers, agents, and attorneys so employed shall not be subject to
the
provisions
of the classified service. The commissioners may employ other employees,
permanent
and
temporary, as they deem necessary. The commissioners may delegate to one or
more of the
corporation's
agents or employees those administrative duties they may deem proper.
(j) The commissioners may authorize the engagement of any other person,
corporation,
or other
entity including, without limiting the generality of the foregoing, any public
body
corporate
and politic located within the municipality as they may select to undertake the
staffing
and
management of the convention center (including the scheduling of events and
related
activities)
upon any terms and for any periods of time that they may deem proper.
(k) The secretary shall keep a record of the proceedings of the corporation and
shall be
custodian
of all books, documents, and papers filed with the corporation and of its
minute book
and
seal. The secretary shall have the authority to cause to be made copies of all
minutes and
other
records and documents of the corporation and to give certificates under the
seal of the
corporation
to the effect that the copies are true copies and all persons dealing with the
corporation
may rely upon the certificates.
(l) No part of the net earnings of the corporation shall be distributable to,
or inure to the
benefit
of, any private person.
42-99-9.
Bonds and notes of the corporation. -- (a) The corporation is
authorized to
issue
its negotiable bonds and notes from time to time for any of its corporate
purposes; provided,
however,
that the authorization be limited such that the aggregate principal amount of
such
negotiable
bonds and notes outstanding at any time does not exceed the sum of three
hundred
fifty-three five million dollars ($353,000,000)($305,000,000);
provided further, however, there
shall be
excluded from any calculation of the foregoing limitations, the principal
amount of any
bond
anticipation notes retired with the proceeds of notes or bonds, as well as the
portion of any
refunding
bonds issued after January 1, 2002 that exceeds the outstanding principal
amount of the
bonds
being refunded, as well as the principal amount of any other obligation issued
to fund
operating
reserve accounts or debt service reserve accounts. All bonds and notes issued
by the
corporation
may be secured by the full faith and credit of the corporation or may be
payable
solely
out of the revenues and receipts derived from the lease, mortgage, or sale by
the
corporation
of its facilities or of any part thereof or from any other financing
arrangement with
respect
thereto as may be designated in the proceedings of the corporation under which
the bonds
or notes
shall be authorized to be issued. The bonds and notes may be executed and
delivered by
the
corporation at any time and from time to time, may be in a form and
denominations and of
that
tenor and maturities, may be in bearer form or in registered form, as to
principal and interest
or as to
principal alone, may be payable in installments and at a time or times, may be
payable at
places
whether within or without the state, may bear interest at a rate or rates
payable at a time or
times
and at a place or places and evidenced in a manner, and may contain provisions
not
inconsistent
herewith, all that shall be provided in the proceedings of the corporation
under which
the
bonds shall be authorized to be issued; provided, however, that bonds of the
corporation shall
be
payable not more than forty (40) years from the date thereof and notes shall be
payable not
more
than ten (10) years from the date thereof. If deemed advisable by the
corporation, there may
be
retained in the proceedings under which any bonds or notes of the corporation
are authorized
to be
issued an option to redeem all or any part thereof as may be specified in the
proceedings, at
a price
or prices and after notice or notices and on the terms and conditions as may be
set forth in
the
proceedings and as may be recited in the face of the bonds or notes, but
nothing herein
contained
shall be construed to confer on the corporation any right or option to redeem
any bonds
or notes
except as may be provided in the proceedings under which they shall be issued.
Any
bonds or
notes of the corporation may be sold at a price or prices, at public or private
sale, in a
manner
and from time to time as may be determined by the corporation, and the
corporation may
pay all
expenses, premiums, and commissions which it may deem necessary or advantageous
in
connection
with the issuance and sale thereof. Any moneys of the corporation, including
proceeds
from the
sale of any bonds or notes, and revenues, receipts, and income from any of its
projects,
may be
invested and reinvested in such obligations, securities and other investments
that shall be
provided
in the resolution or resolutions under which the bonds or notes are authorized.
(b) Issuance by the corporation of one or more series of bonds or notes for one
or more
purposes
shall not preclude it from issuing other bonds or notes in connection with the
project or
any
other projects, but the proceedings whereunder any subsequent bonds or notes
may be issued
shall
recognize and protect any prior pledge or mortgage made for any prior issue of
bonds or
notes
unless in the proceedings authorizing prior issue the right is reserved to
issue subsequent
bonds or
notes on a parity with prior issue.
(c) The corporation is authorized to provide for the issuance of its bonds or
notes for the
purpose
of refunding any bonds or notes of the corporation 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 the bonds or notes,
and, if deemed
advisable
by the corporation, for the additional purpose of paying all or any part of the
cost of
constructing
and acquiring additions, improvements, extensions, or enlargements of a project
or
any
portion thereof.
(d) The proceeds of any bonds or notes issued for the purpose of refunding
outstanding
bonds or
notes may, in the discretion of the corporation, be applied to the purchase or
retirement
at
maturity or redemption of the outstanding bonds or notes either on their
earliest or any
subsequent
redemption date, and may, pending the application, be placed in escrow to be
applied
to the
purchase or retirement at maturity or redemption on such date as may be
determined by the
corporation.
(e) Any escrowed proceeds, pending this use, 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 by direct obligations of or guaranteed by the United States of America,
maturing
at a time
or times that shall be appropriate to assure the prompt payment, as to
principal, interest
and
redemption premium, if any, on the outstanding bonds or notes to be refunded.
The interest,
income
and profits, if any, earned or realized on any investment may also be applied
to the
payment
of the outstanding bonds or notes to be refunded. After the terms of the escrow
have
been
fully satisfied and carried out, any balance of the proceeds and interest,
income and profits,
if any,
earned or realized on the investments thereof may be returned to the
corporation for use by
it in
any lawful manner. The portion of the proceeds of any bonds or notes issued for
the
additional
purpose of paying all or any part of the cost of constructing and acquiring
additions,
improvements,
extensions, or enlargements of a project 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 by direct obligations of or guaranteed by the United States of America,
maturing
not
later than the time or times when the proceeds will be needed for the purpose
of paying all or
any part
of the cost. The interest, income and profits, if any, earned or realized on
the investments
may be
applied to the payment of all or any part of the cost or may be used by the
corporation in
any
lawful manner.
(f) All of the 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
and notes
issued
pursuant to this chapter. All bonds and notes authorized under this section and
the interest
coupons,
if any, applicable to these are made and shall be construed to be negotiable
instruments.
(g) Money borrowed by the corporation for the purpose of providing temporary
financing
of a project pending the issuance of bonds or other notes shall be evidenced by
notes or
other
obligations. The principal of and interest on all notes or other obligations of
the corporation
issued
under the provisions of this section shall be payable from the following:
(i) From the proceeds of bonds subsequently issued; or
(ii) From the proceeds of subsequent borrowings which comply with the
provisions of
this chapter.
(h) Notwithstanding any other provisions of this chapter, all notes shall be
deemed to be
negotiable
instruments under the laws of the state subject only to the provisions for
registration
contained
therein. These notes or other obligations or any issue of these shall be in a
form and
contain
any other provisions as the corporation may determine and any votes or
resolutions or
proceedings
authorizing those notes or other obligations or any issue of these may contain,
in
addition
to any provisions, conditions, covenants, or limitations authorized by this
chapter, any
provisions,
conditions, covenants, or limitations which the corporation is authorized to
include in
any
resolution or resolutions authorizing bonds or notes or in any trust indenture
relating thereto.
The
corporation may issue notes or other obligations in a manner either publicly or
privately on
any
terms it may determine to be in its best interests. These 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 the notes or obligations. Notwithstanding anything in this chapter or any
other general
or
special law to the contrary, the issuance of bonds or notes or other evidences
of indebtedness
hereunder
for the purpose of financing the development of any hotel, parking garages,
connection
walkways,
or any facilities ancillary to a hotel shall be subject to chapter 18 of title
35.
42-99-16.
Tax exemption. -- (a) Any bonds, notes or other obligations issued by
the
corporation
under the provisions of this chapter, their transfer, and the income therefrom
(including
any profits made on the sale thereof), shall at all times be free from taxation
by the
state or
any political subdivision or other instrumentality of the state, excepting
estate taxes.
(b) 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
corporation shall not be required to pay any real and
personal property taxes or assessments upon
or in respect of the convention center, civic center,
and public garage portion of the project,
levied by the municipality or any other political
subdivision of the state; provided, that the corporation
shall make payments in lieu of real and
personal property taxes and assessments to
the municipality and any other political subdivisions
with respect to the hotel, and office
building and retail facilities portion of the project owned by
the corporation and located in the
municipality and any other political subdivisions during the
times that the corporation derives revenue
from the lease or operation of the hotel, and office
building and retail facilities portion
of the project. Those payments in lieu of taxes shall be in
amounts agreed upon by the corporation and
the municipality and any other political
subdivisions. Failing that agreement, the
amounts of those payments in lieu of taxes shall be
determined by the corporation using a formula
that shall reasonably ensure that those amounts
approximate the average amount of real and
personal property taxes due throughout the
municipality or political subdivision with
respect to facilities of a similar nature and size. In
addition, the corporation
shall not be required to pay any payments to the municipality and any
other political subdivisions
in the manner of a public safety payment for such services rendered to
the corporation by the
municipality and such subdivisions to the civic center; provided nothing
herein shall preclude the
municipality and any other political subdivision from charging for
contracted for public safety
services for events at the civic center.
SECTION 2. This act shall
take effect upon passage.
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LC03590
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