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The 190th General Court of the Commonwealth of Massachusetts

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, 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, not less than 2 of whom shall meet 1 of the following qualifications: (i) maintains a membership in the Marine Society at Salem in New England; (ii) holds an advanced degree in marine transportation or marine engineering; (iii) maintains a membership in a marine pilot association; or (iv) has equivalent experience or education demonstrating knowledge of port operation or marine transportation.
     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 applicable law and for the best interests of the people of the city of Salem as determined by the authority. A majority of the members of the authority shall constitute a quorum and the affirmative vote of a majority of all of the members of the authority shall be necessary to adopt a motion, resolution or binding action.
     SECTION 2.  Upon initial appointment by the mayor to the Salem harbor port authority: 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 each member’s term, the mayor shall appoint a member of the authority to succeed the member whose term has expired and each member so appointed shall hold office for a term of 3 years. Each appointed member shall hold office until that member’s successor is appointed and qualified. An 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.  Before commencing service, an appointed member of the authority shall take an oath before the city clerk to administer the duties of office faithfully and in conformance with applicable law.
     A vacancy in appointed membership for a reason other than the ordinary and usual expiration of a term shall be filled by special appointment of the mayor as promptly as possible for the remainder of the unexpired term. Not 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 not less than 30 days prior to the expiration of the 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 among the membership. The members shall also elect a secretary, clerk and treasurer, who may or may not be voting members of the authority. The mayor shall continue to designate the chairperson.
     An appointed member of the authority may not designate a representative to vote on the member’s behalf. An appointed member who fails to attend 3 consecutive meetings of the authority or who fails to attend 50 per cent of the officially scheduled meetings of the authority held during a calendar year may be deemed by the mayor, at the mayor’s discretion, to have resigned from the authority.
A member of the authority shall not be compensated for the member’s service to the authority except for reimbursement for actual and reasonable expenses, if any, incurred in the performance of the member’s duties. An ex-officio member of the authority may continue to receive usual and customary compensation arising from the member’s official position.
     The authority, with approval of the mayor, may appoint and may, subject to contractual obligation, remove a paid executive director, who may also serve the city of Salem in an additional professional capacity for additional compensation. The authority shall establish the executive director’s contractual obligations and powers, which shall include adhering to the provisions of this act. The executive director shall be the chief operating officer of the authority, subject to the supervision and control of the authority. The executive director shall attend every public meeting of the authority but shall not have a vote on it. The executive director may hire and terminate additional staff and consultants, within a budget approved by the authority. The duration of an executive director’s employment contract shall not exceed 3 years but may be extended without limitation.
     SECTION 3.  The Salem harbor port authority shall have the general duty, power and authority to coordinate port development within Salem harbor and the harbor port area, under section 4 and shall cause plans to be made for the development and operation of the harbor port area for the primary benefit of the public interest of the city of Salem, focusing on: (i) the enhancement of private and public revenue and investment; (ii) the pursuit of and readiness to obtain or receive private and public funds for port infrastructure improvements including, but not limited to, dredging; and (iii) the increase of the operational and economic capacity of the harbor port area. The authority shall be granted and may delegate operational control of the land, piers, docks and other structures and facilities in the harbor port area now owned or operated by the city or conveyed to the city, in whole or in part, by deed, easement, license, shared operational control or other conveyance. Notwithstanding the foregoing, to the extent necessary to comply with applicable law or contract including, but not limited to, pending inter-governmental agreement or bonding obligation of the city of Salem, the existing management of land, piers, docks and other structures in the harbor port area shall remain in effect until the legal or contractual obligation for the management expires or otherwise ceases to remain in effect. During such a period, to the maximum extent feasible, operational control shall be delegated to the authority.
     If the authority deems it necessary or appropriate, the authority 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:
     (i)  developing organizational and management structures that will best accomplish the purposes of the authority;
     (ii)  employing assistants, agents, contractors, consultants and employees as may be deemed necessary or desirable by the authority to undertake its duties and responsibilities;
     (iii)  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 the donation; and
     (iv)  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. Such a real property interest shall remain subject to applicable state, local and federal law, except as specified in this act.
     The authority may, with the approval of the mayor and city council, take land or an interest in land within the harbor port area by eminent domain in order to further the purposes of this act. The price paid for land or an interest in land shall not exceed the fair market value of the land or interest as reasonably determined by the authority at the time of the taking. A proceeding 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 a proceeding.
     SECTION 4.  The harbor port area shall consist of the land at and appurtenances of 10 Blaney street in the city of Salem, including the buildings and improvements thereon and the Salem Ferry.
     SECTION 5.  The operations of the Salem harbor port 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. Pursuant to this act, the authority:
     (i)  shall procure insurance against liability or loss, in the amount and from the insurers that it deems necessary or appropriate, in connection with its property interests and other assets or obligations and procure insurance for employees and authority members that it deems necessary or appropriate; provided, however, that the authority shall maintain, at all times, adequate and reasonable insurance for its members and agents hired by or acting on behalf of the authority and adequate and reasonable property and liability insurance;
     (ii)  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 and the purposes under section 7 of chapter 44 of the General Laws;
     (iii)  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
     (iv)  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 and supplier, vendor, contractor and consultant contracts.
     SECTION 6.  In the event there is an excess of income received by the Salem harbor port authority over current expenses and liabilities, the excess amount shall be retained by the authority for execution of this act’s purposes including, but not limited to, maintaining reserves or enhancement of credit worthiness and shall not be diverted to another fund or used for a purpose that is not a purpose of this act. Excess of income received over current expenses and liabilities shall be determined at least annually and with a certified public audit at least every 3 years.
     SECTION 7.  The Salem harbor port authority shall be a public instrumentality for purposes of this act and shall have an official seal that it may alter at its discretion.
     SECTION 8.  The authority may apply for, receive, accept and spend federal or state agency grant or loan for, or in aid of, its purposes including, but not limited to, public works. The authority may receive and accept a contribution from any source of money, property, labor or other thing of value to be held, used and applied 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.

Approved, September 1, 2016