§37-11A-1. Execution and text of compact.

The Governor, on behalf of this state, shall execute a compact, in substantially the following form, with the State of Mississippi, and the Legislature approves and ratifies the compact in the form substantially as follows:

Northeast Mississippi - Northwest Alabama Railroad Authority Compact.

The contracting states solemnly agree:

Article I.

The purpose of this compact is to promote and develop trade, commerce, industry, and employment opportunities for the public good and welfare in northeast Mississippi and northwest Alabama through the establishment of a joint interstate authority to acquire certain railroad properties and facilities which the operator thereof has notified the Interstate Commerce Commission of an intention to abandon and which are located in any of Franklin, Marion, or Winston Counties, Alabama or in Alcorn or Tishomingo Counties, Mississippi.

Article II.

This compact shall become effective immediately as to the State of Alabama upon its passage and approval by the Governor, or upon its otherwise becoming a law, and when the State of Mississippi ratifies the compact.

Article III.

For purposes of this compact, the following terms shall have the following meanings:

(1) Person means an individual, a corporation, a partnership, or any other entity.

(2) Railroad means a common carrier by railroad as defined in Section 1(3) of Part I of the Interstate Commerce Act [codified as 49 U.S.C. §1(3)].

(3) Railroad properties and facilities mean any real or personal property or interest in property which is owned, leased, or otherwise controlled by a railroad or other person, including, without limitation, the authority, and which are used or are useful in rail transportation service, including, without limiting the generality of the foregoing:

a. Track, roadbed, and related structures, including rail, ties, ballast, other track materials, grading, tunnels, bridges, trestles, culverts, elevated structures, stations, office buildings used for operating purposes only, repair shops, engine houses, and public improvements used or useful in providing rail transportation service.

b. Communication and power transmission systems for use by railroads.

c. Signals and interlockers.

d. Terminal or yard facilities and services to express companies, railroads, and their shippers, including ferries, tugs, car floats, and related shoreside facilities designed for the transportation of equipment by water.

e. Shop or repair facilities or any other property used or capable of being used in providing rail transportation service or in connection with such service or for originating, terminating, improving, and expediting the movement of equipment or goods.

(4) Rail Transportation Service means freight or passenger rail service, or both.

Article IV.

The states that are parties to this compact, hereinafter referred to as the "party states," do hereby establish and create a joint interstate authority that shall be known as "The Northeast Mississippi - Northwest Alabama Railroad Authority," hereinafter referred to as the "authority." The authority shall be governed and all powers thereof exercised by a board of directors, hereinafter referred to as the "board." The membership of the board shall consist of the Mayor of the Town of Belmont, Mississippi, and two other citizens of the State of Mississippi, to be appointed by the governing body of the Town of Belmont, Mississippi; the Mayor of the City of Red Bay, Alabama, and two other citizens of the State of Alabama to be appointed by the governing body of the City of Red Bay, Alabama. If at the time of the election of any directors there shall be in existence in a party state any person, firm, or entity that makes use of the railroad properties and facilities owned or to be acquired by the authority, the governing body located in the party state shall elect as such directors the representative or representatives of the person, firm, or entity as designated thereby. Each of the appointive members of the board shall be a qualified elector in a county named in Article I and shall serve for a term of four years. Directors shall be eligible for reappointment. If any director dies, resigns, or becomes incapable or ineligible to act as a director, a successor shall be appointed by the governing body which appointed the director whose unexpired term is to be filled for the remaining portion of the unexpired term. The board shall hold regular and special meetings as its business may require and as the board may determine. Any meeting of the board may be adjourned from time to time by a majority of the members present. A majority of the members of the board shall constitute a quorum for the transaction of any business. No vacancy in the membership of the board shall impair the right of a quorum to exercise all powers and duties of the authority. Members of the board shall receive no compensation for their services as directors; however, each member may be reimbursed for expenses actually incurred thereby in and about the performance of duties. The authority shall adopt rules and regulations for the transaction of its business and the secretary shall keep a record of all its business and furnish copies thereof to each member of the board. The meetings and records of the board and of the authority shall be open to the public. The board shall establish the location of the principal office of the authority, which shall be in one of the counties named in Article I. The officers of the authority shall consist of a chair, a vice-chair, a secretary, a treasurer, and such other officers as the board shall deem necessary. The chair and vice-chair shall be elected by the board from its membership and the chairship shall rotate each year among the party states in order of their acceptance of this compact. Neither the secretary nor the treasurer nor any other officer of the authority need be a member of the board. Each officer shall be elected by the board for a term of one year. Officers shall be eligible for re-election. The duties of the officers of the authority shall be such as are customarily performed by such officers and as may be prescribed by the board.

Article V.

Subject to this compact, the authority may exercise all powers as may be necessary or appropriate to enable it to carry out the purposes of this compact, including without limitation, the following powers, together with all powers incidental thereto or necessary to the discharge thereof in corporate form:

(1) To have succession by its corporate name.

(2) To sue and be sued in its own name in civil suit and actions.

(3) To adopt and make use of a corporate seal and to alter the seal at pleasure.

(4) To adopt and alter bylaws for the regulation and conduct of its affairs and business.

(5) To acquire, receive, take, and hold, whether by purchase, gift, lease, devise, or otherwise, property of every description, whether real, personal, or mixed, wherever located in any party state, and to manage the property, and to develop any undeveloped property owned, leased, or controlled by it in a manner necessary or convenient to carry out the purposes of this compact.

(6) To make, enter into, execute, and deliver such contracts, agreements, leases, applications, permits, notifications, security documents, and other instruments and documents as may be necessary, proper, convenient, or incidental to accomplish any purpose for which the authority was created or to carry out the purposes of this compact or to exercise any power granted hereunder, including without limitation, contracts, agreements, and other documents and instruments containing such covenants, terms, and conditions as in the judgment of the board may be necessary, proper or advisable for the purpose of obtaining grants, loans, or other financial assistance from any federal or state government or any department, branch, or agency thereof for or in the aid of the acquisition or improvement of railroad properties and facilities and any and all licenses, leases, mortgages, and deeds of trust and other agreements relating to the railroad properties and facilities and the construction, operation, maintenance, repair, and improvement thereof, and to carry out and perform the covenants, terms, and conditions of all such contracts, agreements, and other documents or instruments.

(7) To plan, establish, acquire by purchase, gift, lease, or devise, construct, enlarge, reconstruct, improve, operate, maintain, replace, repair, extend, improve, regulate, and protect railroad properties and facilities, whether or not then existing, wherever located or to be located within the boundaries of either or both of the party states.

(8) To make the use and services of its railroad properties and facilities available to others in furtherance of the purposes of this compact and upon such terms and conditions as the board shall deem proper, and to lease the railroad properties and facilities to others upon such terms and conditions as the board may determine.

(9) To establish schedules of tolls, fees, rates, charges, and rentals for the use of its railroad properties and facilities and to charge, alter, and collect such tolls, fees, rates, charges, and rentals in carrying out the provisions of this compact.

(10) To issue revenue bonds and notes at any time and from time to time, for any corporate purpose of purposes, or in aid of any power under this compact, payable from the limited sources hereinafter referenced and to pledge for payment of such bonds and notes any revenues and funds from which such bonds and notes are made payable.

(11) To exercise, with respect to property located in Alabama in the manner provided by the laws of Alabama and with respect to property located in Mississippi in the manner provided by the laws of Mississippi, the power of eminent domain with respect to any property, real, personal, or mixed. The authority shall not acquire by eminent domain any real property or rights owned or held by railroads, transportation companies, or utilities, either public or private.

(12) To appoint, employ, contract with, and provide for compensation of officers, employees, and agents, including engineers, attorneys, consultants, fiscal advisers, and such other employees as the business of the authority may require, including the power to fix working conditions by general rule and other conditions of employment; and at its option to provide a system of disability pay, retirement compensation, and pensions, or any of them; and to hire and fire servants, agents, employees, and officers at will.

(13) To provide for insurance, including use and occupancy insurance, as the authority may deem advisable.

(14) To invest any funds of the authority that the board may determine are not presently needed for its corporate purposes in any obligations which are direct general obligations of the United States of America, or which are unconditionally guaranteed as to both principal and interest by the United States of America, or in interest-bearing time deposits of any bank or savings and loan association organized under the laws of any party state or of the United States of America.

(15) To cooperate with any party state and any county, city, town, public corporation, agency, department, or political subdivision of any party state and to make such contracts with them or any of them as the board may deem advisable to accomplish the purposes for which the authority was established.

(16) To sell and convey any of its properties that may have become obsolete or worn out, or that may no longer be needed or useful.

(17) To accept, receive, receipt for, disburse, and expend moneys or other financial assistance from the United States of America, or any department or agency thereof, and from any party state or any department, agency, or political subdivision thereof, and to receive and accept money, property, labor, or other thing of value, from any source whatever, public or private, to be used for or in aid of the acquisition, construction, extension, improvement, maintenance, and operation of railroad properties and facilities or to be used in furtherance or to accomplish, in whole or in part, any of the purposes of this compact. All federal moneys shall be accepted and expended by the authority upon such terms and conditions as are prescribed by the United States of America and as are not inconsistent with the laws of any party state, and all state moneys shall be accepted and expended by the authority upon such terms and conditions as are prescribed by the laws of the state making the funds available.

(18) To purchase equipment and supplies necessary or convenient for the exercise of any power of the authority.

(19) To take such action and do all things as may be necessary or convenient to carry out the purposes of this compact or the exercise of any power under this compact.

Nothing contained in this compact shall operate or be construed to (1) permit or require any person to avoid or refuse compliance with any law, rule, regulation, order, or other controlling directive or administrative guidance, now or hereafter existing, or in force, of any federal or state government, department, branch, agency, or other instrumentality, (2) impair, limit, diminish, or otherwise affect any right, power, or jurisdiction of the United States of America or any department, branch, agency, court, bureau, or other instrumentality thereof with respect to any matter including without limitation commerce between the states, or (3) grant or confer any right or power to the authority or any officer, member of the board, or other representative thereof to regulate commerce between the states. The authority shall be subject to and shall comply with all applicable laws, regulations, rules, rulings, orders, decrees, judgments, decisions or other guidelines of the United States of America or any branch, agency, department, court, or other instrumentality having jurisdiction over the authority or any of its activities or properties or of any person acting for the authority and all rights and powers provided by this compact may be exercised only to the extent the exercise thereof does not violate any of the foregoing. This compact is subject to all provisions of federal law and other controlling federal directives applicable to the premises and is limited to the extent necessary to comply therewith.

Article VI.

For the purpose of aiding and cooperating with the authority in the planning, development, undertaking, construction, extension, improvement, or operation of railroad properties and facilities, any county, city, town, or other political subdivision, public corporation, agency, or instrumentality of a party state may, upon such terms and with or without consideration, as it may determine:

(1) Lend or donate money to the authority.

(2) Cause water, sewer, or drainage facilities, or any other facilities that it is empowered to provide, to be furnished adjacent to or in connection with the railroad properties and facilities.

(3) Donate, sell, convey, transfer, or lease to the authority any land, property, franchise, grant, easement, license, or lease, which it may own.

(4) Donate, transfer, assign, sell, or convey to the authority any right, title, or interest which it may have in any lease, contract, agreement, license, or property.

(5) Furnish, dedicate, close, pave, repair, install, grade, regrade, plan, or replan streets, roads, roadways, and walks from established streets or roads to railroad properties and facilities of the authority.

(6) Do any and all things whether or not specifically authorized in this compact, and not otherwise prohibited by law in the applicable party state, that are necessary or convenient to aid and cooperate with the authority in the planning, undertaking, construction, reconstruction, acquisition, or operation of railroad properties and facilities.

Article VII.

No action or suit shall be brought or maintained against any administrator, executive, manager, officer, or member of the board or the authority for or on account of the negligence of the authority or of any such person or its or his or her agents, servants or employees, in or about the construction, maintenance, operation, superintendence, or management of any railroad properties and facilities or other property owned or controlled by the authority.

Article VIII.

All bonds issued by the authority shall be payable solely from, and may be secured by a pledge of, the revenues derived by the authority from the operation, leasing, or sale of any or all of its railroad properties and facilities and other property, or from any other funds made available or to be made available to the authority if permitted by the terms under which the funds are made available to the authority. No bonds or notes issued or contracts entered into by the authority shall ever constitute or create an obligation or debt of any party state, or of any county, city, or town within any party state, or a charge against the credit or taxing powers of any party state, or of any county, city, or town within any party state.

Bonds of the authority may be issued at any time and from time to time; may be in such form, either in bearer form with appurtenant coupons, and subject to registration as to principal or interest, or both, all as the board may determine, or in fully registered form without coupons, and in such denominations, may be of such tenor, may be payable in such installments and at such time or times, not exceeding 40 years from their date; may be payable at such place or places whether within or without any party state; may bear interest at such rate or rates, which may be fixed or which may float or vary based on some index or other standard deemed appropriate by the board; and shall be payable and evidenced in such manner, all as shall not be inconsistent with this compact and as may be provided in the proceedings of the board wherein the bonds are authorized to be issued. Any bond may be made subject to redemption at the option of the authority at such time or times, and at such price or prices, and upon such notice or notices, and on such terms, and in such manner as may be provided in the proceedings of the board wherein the bonds are authorized to be issued. Bonds of the authority may be sold at public or private sale in the manner and from time to time as may be determined by the board. The authority may pay all reasonable expenses, premiums, fees, and commissions that the board may deem necessary or advantageous in connection with the authorization, sale, and issuance of its bonds. All bonds shall contain a recital that they are issued pursuant to this compact, which recital shall be conclusive that they have been duly authorized pursuant to this compact. Neither a public hearing nor the consent of any agency of any party state or any political subdivision thereof shall be prerequisite to the issuance of bonds by the authority. All bonds issued under this compact are hereby made and shall be deemed negotiable instruments.

All bonds shall be signed, either manually or by facsimile, by the chair or the vice-chair and the secretary or the treasurer of the authority and the seal of the authority shall be affixed, either manually or by facsimile, thereto. Delivery of bonds so executed shall be valid notwithstanding any changes in the officers or in the seal of the authority after the signing and sealing of the bonds.

Any bonds may be issued under and secured by an indenture between the authority and a trustee. The trustee may be a private person or corporation, including but not limited to, any trust company or bank having trust powers, whether the bank or trust company is located within or without any party state. In any indenture or resolution providing for the issuance of bonds, the authority may pledge, for payment of the principal of and the interest on bonds, any of its revenues to which its right then exists or may thereafter come into existence and may assign, as security for the payment, any of its leases, franchises, permits and contracts; and in any indenture, the authority may mortgage or grant security interests in any of its properties, including any that may be thereafter acquired by it. Any pledge of revenues shall be valid and binding from the time it is made and the revenues so pledged and thereafter received by the authority shall immediately become subject to the lien of the pledge without any physical delivery thereof or further act. The lien of the pledge shall be valid and binding against all parties having claims of any kind in tort, contract, or otherwise against the authority, irrespective of whether the parties have actual notice thereof, from the time a statement is filed for record in each county in which is located any part of the property the revenues from which are so pledged. The notice need state only the date on which the resolution authorizing the issuance of the bonds was adopted by the board, the principal amount of bonds issued, a brief description of the revenues pledged, and a brief description of any property the revenues from which are pledged.

In any indenture or resolution authorizing the issuance of bonds and pledging for the benefit thereof revenues from any of its railroad properties and facilities, the authority shall have the power to include provisions customarily contained in instruments securing evidence of indebtedness, including without limitation, provisions respecting the collection, segregation, and application of any rental or other revenue due to or to become due to the authority, the terms to be incorporated in any lease agreement respecting any property of the authority, the maintenance and insurance of any building or structure owned by the authority, the creation and maintenance of special funds from any revenue of the authority, and the rights and remedies available in the event of default to the holders of the bonds or the trustee under the indenture, all as the board shall deem advisable. If there be any default by the authority in payment of the principal of or the interest on the bonds, or in any of the agreements on the part of the authority that may properly be included in any indenture securing the bonds, any holder of bonds, or the trustee under any indenture if authorized in the indenture, may, in addition to any other remedies herein provided or otherwise available, either at law or in equity, by suit, action, mandamus, or other proceedings, enforce payment of such principal or interest and compel performance of all duties of the board and officers of the authority, and shall be entitled as a matter of right, and regardless of the sufficiency of any security, to the appointment of a receiver in equity with all the powers of the receiver for the operation and maintenance of the property of the authority covered by the indenture and the collection, segregation, and application of revenues therefrom. The indenture may also contain provisions restricting the individual rights of action of the holders of the bonds.

The proceeds derived from the sale of any bonds, other than refunding bonds, may be used only to pay the costs of acquiring, constructing, improving, enlarging, equipping, and operating the railroad properties and facilities, or other property with respect to which the bonds were issued, as may be specified in the proceedings in which the bonds are authorized to be issued. The costs shall be deemed to include the following: (1) the costs of any land or easements forming a part of the railroad properties and facilities or other property; (2) the cost of labor, material, and supplies used in any construction, improvement, or enlargement, including architects' and engineers' fees, and the cost of preparing contract documents and advertising for bids; (3) the purchase price of, and the cost of installing equipment for use in connection with, the railroad properties and facilities or other property; (4) the cost of constructing and installing roads, sidewalks, curbs, gutters, utilities, and parking places in connection with the railroad properties and facilities or other property; (5) the amounts of any debt service, maintenance, and capital improvement and other similar reserves deemed advisable; (6) legal, fiscal, credit enhancement or insurance, and recording fees, premiums, and expenses incurred in connection with the authorization, sale, and issuance of the bonds issued in connection with the railroad properties and facilities or other property; (7) interest on said bonds for a reasonable period prior to and during the time required for such construction, improvement, enlargement, and equipment and for not to exceed 18 months after completion thereof. If any of the proceeds derived from the sale of the bonds remains undisbursed after completion of the work and payment of all of the costs and expenses, the balance shall be used for retirement of the principal of the bonds of the same issue.

The authority may, at any time and from time to time, issue refunding bonds for the purpose of refunding the principal of and the interest on any bonds of the authority theretofore issued hereunder and then outstanding, whether or not the principal and interest has matured at the time of the refunding, and for the payment of any expenses incurred in connection with the refunding and any premium necessary to be paid in order to redeem, retire, or purchase for retirement the bonds to be refunded. The proceeds derived from the sale of any refunding bonds shall be used only for the purposes for which the refunding bonds were authorized to be issued. Any refunding may be effected either by sale of the refunding bonds and the application of the proceeds thereof, or by exchange of the refunding bonds for the bonds to be refunded thereby. All provisions of this compact pertaining to bonds of the authority that are not inconsistent with this paragraph shall, to the extent applicable, also apply to refunding bonds issued by the authority. The authority may, at any time and from time to time, issue bonds for the purpose of refunding the principal of and the interest on any of its bonds and for any other purpose for which it is authorized to issue bonds, in which event the provisions hereof respecting refunding bonds shall apply only to that portion of the combined issue authorized for refunding purposes and the provisions hereof respecting other financing shall apply to the remaining portion of such combined issue.

The authority may, in addition to the other powers granted herein, borrow money for use for any corporate purpose described herein and, in evidence of such borrowing, issue from time to time revenue notes maturing not later than 18 months from the date of issuance and bearing such rate or rates of interest as the board may provide in the proceedings when the revenue notes are authorized to be issued. The notes may be payable from the principal proceeds from the sale of bonds or, to the extent necessary, from any revenues of the authority which may be pledged to the payment of its bonds, or both, and the notes may be secured by a pledge of so much as may be necessary therefor of such revenues. Any notes may be refunded, or renewed, or extended for additional periods of not more than 18 months each from the date of maturity of the notes being refunded, or renewed, or extended, but otherwise pursuant to the terms and conditions hereof. The notes may be sold either at public or private sale as the board may determine. All provisions of this compact pertaining to bonds of the authority that are not inconsistent with the provisions of this paragraph shall, to the extent applicable, also apply to notes issued by the authority.

The governing body of any county, city, or town within any party state may invest in bonds of the authority any money held in its treasury. Bonds issued under this compact shall be legal investments for executors, administrators, trustees, and other fiduciaries, unless otherwise directed by the court having jurisdiction of the fiduciary relation, or by the document that is the source of the fiduciary's authority. The bonds shall be legal investments for savings banks and insurance companies organized under the laws of any party state.

The directors and officers of the authority shall not be subject to any personal liability by reason of the issuance of any bonds or notes of the authority.

Article IX.

The authority and all contracts made by it shall be exempt from (a) all laws (1) relating to the advertising and award of construction contracts and purchase contracts and (2) limiting the duration of or requiring competitive bids in connection with any contract to be entered into by any municipality, county, public corporation, or other instrumentality; and (b) from all laws relating to or governing usury or prescribing or limiting interest rates. The authority and its contracts and properties shall be exempt from all jurisdiction of and all regulation and supervision by the public service commission or other successor or similar agency of any party state.

All bonds or notes issued by the authority, the transfer thereof, and the income therefrom shall be exempt from all taxation by each party state and any political subdivision of any thereof. The authority and all property and income of the authority shall be exempt from all state, county, municipal, and other local taxation, and from any assessment for public improvements. The exemption shall not be construed to exempt concessionaires, licensees, tenants, operators, or lessees of the authority from the payment of any taxes, including licenses or privilege taxes levied by any party state or any county or any municipality in any party state. All documents or instruments of whatever nature or content to which the authority is a party shall be filed for record in any county in any party state without the payment of any tax or fee other than such fee as may be authorized by law for the recording of such documents and instruments. The authority shall be exempt from all income, privilege, license, or excise taxes levied by any party state or any county, city, town, or other political subdivision thereof in respect to the income, revenue, or profits of the authority, or the privilege of engaging in any of the activities or powers in which the authority may engage or which the authority may exercise. The authority shall be exempt from all privilege, license, or excise taxes levied by any party state or any county, city, town, or other political subdivision thereof with respect to tangible personal property purchased or used by the authority.

Article X.

Nothing in this compact shall be construed to conflict with any existing statute, or to limit the powers of any party state, or to repeal or prevent legislation, or to authorize or permit curtailment or diminution of any other railroad project, or to affect any existing or future cooperative arrangement or relationship between any federal agency and a party state.

Article XI.

This compact shall continue in full force and remain binding upon each party state. At any time when the authority does not have any bonds, notes, or other obligations outstanding, including without limitation any leases under which the authority is either lessor or lessee, the legislature of each or either party state may take action to withdraw from this compact; provided, that such withdrawal shall not become effective until six months after the date of the action taken by the legislature. Notice of such action shall be given to the other party state and the authority by the secretary of state of the party state which takes such action. Upon withdrawal of a party state from this compact becoming effective as to such party state, the authority shall cease to exist and all rights, title, and interest of the authority in property located in the State of Alabama shall be vested in the City of Red Bay, Alabama, and all rights, title, and interest of the authority in property located in the State of Mississippi shall be vested in the Town of Belmont, Mississippi.

Article XII.

The authority shall be a nonprofit corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any person, except that in the event the board determines that sufficient provision has been made for the full payment of the expenses, bonds, notes, and other obligations of the authority, any net earnings of the authority thereafter accruing shall be equally divided between the Town of Belmont, Mississippi, and the City of Red Bay, Alabama.

Article XIII.

There is hereby granted to the Governor, to the members of the board of the authority for Alabama, and to any executives or administrators of this compact all powers provided for in the compact. All officers of the State of Alabama are hereby authorized and directed to do all things falling within their respective jurisdictions which are necessary or incidental to carrying out the purposes of this compact.

Article XIV.

The provisions of this compact are severable. If any part of this compact is declared invalid or unconstitutional, such declaration shall not affect the remaining parts.

(Acts 1992, 2nd Ex. Sess., No. 92-707, §1.)