FILED ON: 7/7/2016

HOUSE  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  No. 4479

The Commonwealth of Massachusetts

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In the One Hundred and Eighty-Ninth General Court
(2015-2016)

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An Act authorizing the city of Salem to establish the Salem Harbor Port Authority.

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:
 

SECTION 1. The city of Salem may establish the Salem Harbor Port Authority, hereinafter referred to as the authority, which shall consist of 5 members: 1 of whom shall be the mayor, who shall serve ex officio; 1 of whom shall be the ward 1 city councilor, who shall serve ex officio; and 3 of whom shall be appointed by the mayor and confirmed by the city council of the city of Salem. Appointments to the authority shall include at least 2 individuals who meet 1 of the following qualifications: (i) maintains a membership in the Salem Marine Society; (ii) holds an advanced degree in Marine Transportation or Marine Engineering; (iii) maintains a membership in a Marine Pilot Association; or (iv) equivalent experience or education demonstrating knowledge of port operation or marine transportation.

A majority of the members of the authority shall constitute a quorum, and the affirmative vote of a majority of all the members of the authority shall be necessary to adopt any motion, resolution or binding action.

SECTION 2. Upon initial appointment by the mayor: 1 appointed member shall serve for a term of 1 year; 1 appointed member shall serve for a term of 2 years; and 1 appointed member shall serve  for a term of  3 years.  Thereafter and upon expiration of the term of each such member, the mayor shall appoint members of the authority to succeed such appointees whose terms expire and each member so appointed shall hold office for a term of 3 years. Each appointed member shall hold office until his or her successor is appointed and qualified. Any appointed member of the authority shall serve at the pleasure of the mayor and shall be removed by the mayor  for misfeasance, malfeasance or neglect of duty.  The powers of the authority shall be vested in and exercised by the appointed and ex-officio members of the authority to further the purposes of this act in accordance with all applicable law and for the best interests of the people of the city of Salem, as shall be determined by the authority. Each appointed member of the authority before commencing service shall take an oath before the city clerk to administer the duties of office faithfully and in conformance with applicable law.

The vacancy of an appointed member for any reason other than ordinary and usual expiration of term shall be filled by special appointment of the mayor as promptly as possible for the remainder of the unexpired term.  No less than 30 days prior to the first meeting of the authority, the mayor shall designate the chairperson whose designation shall be maintained for 1 calendar year from the first meeting.  Thereafter and no less than 30 days prior to the expiration of said designation, a majority of the authority members present at a meeting of the authority for which a quorum is present may designate the first and each subsequent vice-chairperson from the membership.  The mayor shall continue to designate the chairperson.  The members shall also elect a secretary, clerk and treasurer, who may or may not be voting members of the authority.

Appointed members of the authority may not designate a representative to vote on their behalf.  Any appointed member who fails to attend 3 consecutive meeting of the authority or who fails to attend 50 per cent of all officially scheduled meetings of the authority held during any calendar year may be deemed by the mayor to have resigned from the authority, at the mayor’s discretion.

No member of the authority shall be compensated for their membership, beyond reimbursement for actual and reasonable expenses, if any, incurred in the performance of their duties. Ex-officio members of the authority may continue to receive any usual and customary compensation arising from their official position.

The authority, with approval of the mayor, may appoint and may, subject to contractual obligation, remove a paid executive director, who may or may not also serve the city of Salem in an additional professional capacity for additional compensation.  The authority shall establish said executive director’s contractual obligations and powers, which shall include adhering to the provisions of this act. Subject to the supervision and control of the authority, said executive director shall be the chief operating officer of the authority. Said executive director shall attend all public meetings of the authority but shall have no vote thereon. Said executive director may hire and terminate additional staff and consultants, within a budget approved by the authority.  The duration of any executive director employment contract shall not exceed 3 years but may be extended any number of times.

SECTION 3. The Salem Harbor Port Authority shall have the duty, power and authority generally to coordinate port development within Salem Harbor and the Harbor Port Area, as defined in section 4, and shall cause plans to be made for the development and operation of the Harbor Port Area for the benefit primarily of the public interest of the city of Salem, with a focus on: (i) enhancing private and public revenues and investments; (ii) pursuit of and readiness to obtain or receive private and public funds for any and all port infrastructure improvements, including but not limited to,  dredging; and (iii) increasing the operational and economic capacity of the Harbor Port Area.  The authority shall be granted and may delegate operational control of any and all land, piers, docks, and other structures and facilities now owned or operated by the city or conveyed to the city, in whole or in part such as by deed, easement, license or shared operational controls, in the Harbor Port Area. Notwithstanding the foregoing, to the extent necessary to comply with applicable law or contract, but not limited to, any pending inter-governmental agreements or bonding obligations of the city of Salem and existing management of land, piers, docks, and other structures in the Harbor Port Area shall remain in effect until such time as any legal or contractual obligations for their management expires or otherwise ceases to remain in effect. During any such period, to the maximum extent legally feasible, operational control shall be delegated to the authority.

If the authority deems necessary or appropriate, it shall coordinate the planning and funding of capital projects and operational and fee agreements promoting the efficient development and operation of the Harbor Port Area including, but not limited to:

(a) developing organizational and management structures that will best accomplish the purposes of the authority;

(b) employing assistants, agents, contractors, consultants and employees as may be deemed necessary or desirable by the authority to undertake its duties and responsibilities;

(c ) receiving and accepting aid or contributions, from any source of money, property, labor or other things of value, to be held, used and applied to carry out the duties, powers and authorities of this act.  Notwithstanding any general or special law to the contrary, the authority may receive donated money, property, labor or other things of value without competitive public bidding for such donation; and

(d) investing in, acquiring, leasing, purchasing, owning, managing, holding and disposing of real property interests including, but not limited to, interests in the land, piers, docks, and other structures in the Harbor Port Area.  Any such real property interests remain subject to all applicable state, local and federal laws, except as specified in this act.

With the approval of the mayor and city council, to further the purposes of this act, the Authority may take by eminent domain any land or interest in land within the Harbor Port Area. The price paid for any such land or interest in land shall not exceed fair market value as reasonably determined by the authority at the time of such taking.  All proceedings in the taking of land shall be conducted under the advice of the city solicitor of the city of Salem, who shall keep a record of such proceedings.

SECTION 4. The Harbor Port Area shall include, but not be limited to, the land and appurtenances at 10 Blaney street, in the city of Salem, the buildings and improvements thereon and the Salem Ferry, known as the Nathaniel Bowditch.

SECTION 5. The operations of the authority shall be conducted in a manner to promote and encourage the use of Salem Harbor to the fullest extent possible in an environmentally and economically sustainable manner and pursuant to this act, the authority:

(a) shall procure insurance against any liability or loss in connection with its property interests and other assets or obligations, in such amounts and from such insurers as it deems necessary or appropriate and to procure insurance for employees and authority members as it deems necessary or appropriate. The authority shall at all times maintain adequate and reasonable insurance for its members and any agents hired by or acting on behalf of the authority, as well as adequate and reasonable property and liability insurance;

(b) may borrow money or secure credit on a temporary, short-term, interim or long-term basis. Subject to its usual and applicable authority, the city of Salem may also borrow and issue bonds or notes of the city for the purposes of the authority in addition to the purposes specified in section 7 of chapter 44 of the General Laws;

(c) may sue and be sued in its own name, and plead and be impleaded, but notwithstanding any special or general law to the contrary, shall not be liable for punitive damages; and

(d)  may make and enter into contracts and agreements necessary or incidental to the performance of its duties and the execution of the powers granted by this act, including, but not limited to, the granting of leasehold interests, concessions, access and development rights and privileges, supplier, vendor, contractor and consultant contracts.

SECTION 6.  In the event there is an excess of income received by the authority over current expenses and liabilities, all such amounts shall be retained by the authority for execution of the purposes stated in this act, including but not limited to, maintaining reserves or enhancement of credit worthiness, and shall not be diverted to other funds or used for purposes outside this act. Excess of income received over current expenses and liabilities shall be determined at least annually, with a certified public audit at least every 3 years.

SECTION 7. The authority shall be a public instrumentality for purposes of this act, shall have an official seal and may alter the same at its discretion.

SECTION 8. The authority may apply for, receive, accept and spend any federal or state agency grants or loans for, or in aid of, its purposes, including but not limited to, public works.  The authority may receive and accept contributions from any source of money, property, labor or any other thing of value, to be held, used and applied only for the purposes of this act, and may do all acts and things necessary or convenient to carry out the powers granted or implied by this act. 

SECTION 9. This act shall take effect upon its passage.