PETITION OF:

SECTION 1. Subject to the provisions of Section 3, a body politic and corporate and public instrumentality of the commonwealth to be known as the Overlook Ridge Improvement District hereinafter referred to as the “district” shall be established in the cities of Malden and Revere. The district shall have the powers and responsibilities as provided herein within the land described as follows:

Parcel 1A. Meaning and intending to convey the lots described as parcel 1A & 1H on a plan entitled “Plan of Land in Revere and Malden, Ma prepared for Roseland Property Company dated March 23, 2001, by Hancock Survey Associates, Inc.”; Lots A and B on a plan of land in Malden, A.L. Sargent, Surveyor dated October 10, 1953; land marked “Carmine Citro” on plan of land in Malden, A.L. Sargent, Surveyor, dated October 10, 1953; Parcel One, Parcel Two, and Parcel Three described in deed book 46244, page 489 recorded with Middlesex South District Registry of Deeds; part of Lots 1 and 2 on a plan by A.F. & N.N. Sargent, surveyors, January, 1876; land marked “Hammond” on a plan entitled “Plan of Land in Revere, A.L. Sargent, surveyor, dated Aug. 21, 1936; and that portion of Fenwick Street discontinued by City of Malden, MA, Public Works Commission, Clerk’s Certificated dated June 9, 2006 and shown on a plan entitled “Proposed Discontinuance of A Portion of Fenwick Street in Malden, MA, prepared for the City of Malden, Scale: 1”=30’, December 16, 2005, Hancock Survey Associated, Inc.”

Parcel 11A. An area of one and sixty-seven hundredths acres more or less (1.67± AC.) and is shown as Parcel 11A on a plan entitled “Plan of Land in Revere and Malden, MA prepared for Roseland Property Company dated March 23, 2001, by Hancock Survey Associates, Inc.”

Meaning and intending to convey the following parcels in Malden:

Lot 1 on plan recorded with Suffolk County Registry of Deeds in Book 8403, Page 415, by virtue of Deed recorded with said Registry of Deeds in Book 26010, Page 599;
Parcel 2 on plan recorded with Suffolk County Registry of Deeds in Book 17265, Page 157, by virtue of Deed recorded with said Registry of Deeds in Book 17265, page 158.

Parcel 11D. Contains an area of three and forty-four hundredths acres more or less (3.44 ± AC.) and is shown as Parcel 11D on a plan entitled “Plan of Land in Revere and Malden, MA prepared for Roseland Property Company dated March 23, 2001, by Hancock Survey Associated, Inc.”

Parcel 11B. Contains and area of 13.5686 acres more or less and is shown as Parcel 11B on a plan entitled “Plan of Land in Revere and Malden, MA prepared for Roseland Property Company dated March 23, 2001, by Hancock Survey Associates, Inc.”.

Parcel 11C. Contains an area of sixty-one hundredths acres more or less (0.61± AC.) and is shown as parcel 11C on a plan entitled “Plan of Land in Revere and Malden, MA prepared for Roseland Property Company dated march 23, 2001, by Hancock Survey Associates, Inc.”

Parcel 11C -1. A certain parcel of land with buildings thereon, shown on as Lots 8 and 9 on a Plan entitled “Columbia Park, situated in Revere and Malden, Mass., belonging to Griswold Land & Home Company” Eastman & Bradford, C.E., dated October 12, 1914, recorded with Suffolk County Registry of Deeds, Book, 3841, Page 221 located on Columbia Street in the City of Revere, County of Suffolk, Commonwealth of Massachusetts, Bounded and described as follows:

Parcel 11E. Contain an area of one and forty-two hundredths acres more or less (1.42± AC.) and is shown as Parcel 11E on a plan entitled “Plan of Land in Revere and Malden, MA prepared for Roseland Property Company dated March 23, 2001, by Hancock Survey Associates, Inc.”

Parcel 1D. Meaning and intending to convey the lots described in deed book 7283, page 330, 331 (parcels 12 through 15) and deed book 7283, page 327 (parcels 17 through 20).

Being shown as lots 48, 49, 51, 52, 54, 55, 57 and 58 on Plan in Deed Book 3229, Page 450.

The above described parcel of land contains an area of 17,071 square feet more or less and is shown as parcel ‘I D’ on a plan entitled “Plan of Land in Revere and Malden, MA prepared for Roseland Property Company dated March 23, 2001, by Hancock Survey Associates, Inc.”

Parcel 1E. Meaning and intending to convey the lots described in deed book 7283, page 330 (parcels 1 through 4) and deed book 7283, page 326 (parcels 1, 2 & 4).

Being shown as lots 22, 24, 25, 27, 28, 30, 31, 33, 34, 36, 37, 39 and 40 on Plan in Deed Book 3229, Page 450.

The above described parcel of land contain an area of 30,100 square feet more or less and is shown as Parcel ‘I E’ on a plan entitled “Plan of Land in Revere and Malden, MA prepared for Roseland Property Company” dated March 23, 2001, by Hancock Survey Associates, Inc.”

Parcel 1F. Meaning and intending to convey the lots described in deed book 7283, page 330 (parcels 5 through 7 and 9 through 11) and deed book 7283, page 326, 327 (parcels 5 through 8, 11, 12, 14).

Being shown as lots 10 thru 13, 15, 16 and 18 on Plan in Deed Book 3229, Page 450.

The above described parcel of land contains an area of 14, 444 square feet more or less and is shown as Parcel ‘I F’ on a plan entitled “Plan of Land in Revere and Malden, MA.

Parcel 1G. Said Parcel contains three hundred four thousand eight hundred seventy-six (304,876± S.F.) square feet more or less and is shown as Parcel 1 G on plan entitled “Plan of Land in Revere and Malden, MA” dated March 23, 2001 by Hancock Survey Associates, Inc.

Meaning and intending to convey the lots described in Deed Book 5518, Page 639; Deed Book 5817, Pages 633, 635; Deed Book 6658, Pages 509, 510; Deed Book 4564, Page 529; Deed Book 8335, Page 88; Deed Book 7283, Page 328, Deed Book 5824, Page 342;

Being shown as Lots 1 through 5 on Plan in Deed Book 684, End; Parcels on Plan in Deed book 2269, End; Parcels on Plain in Deed book 2606, Page 348.

Parcel 1C. The above-described parcel of land contains an area of ten thousand seven hundred three square feet more or less (10,703± S.F.) and is shown as parcel 1 C on a plan entitled “Plan of Land In Revere and Malden, MA prepared for Roseland Property Company dated March 23, 2001, prepared by Hancock Survey Associates, Inc.”

Meaning and intending to convey the lot described in deed book 8403, page 415 as lot 3 on Plan No. 137 of 1955 recorded with the Middlesex Registry of Deeds, South District.

SECTION 2. The purpose of the district shall be in general to carry out essential governmental functions and enhance community development and more specifically to serve the needs of its residents, including property owners, tenants and their employees and clients, and the citizens of the cities of Malden and Revere (collectively referred to hereafter as the "cities"), by acquiring, laying, constructing, maintaining, improving and operating of capital improvements to be owned by the district, the commonwealth or any other political subdivision or public instrumentality of the commonwealth, such as, but not limited to, storm drainage systems, sewage treatment plants, sewers, water and well systems, roads, bridges, culverts, tunnels, streets, sidewalks, lighting, parking, including garages, public safety and public works buildings, and a fire station, if approved by the cities pursuant to an intermunicipal agreement between the cities and the district, parks, cultural and performing arts facilities, recreational facilities, fiber and telecommunication systems, the investigation and remediation associated with the cleanup of actual or perceived environmental contamination within the district in accordance with applicable governmental regulations and provided that no such investigation or remediation shall impair the rights of the district or any other person to contribution or reimbursement from any potentially responsible party for the costs thereof, and other infrastructure improvements (collectively referred to hereafter as the "improvements") and financing, refinancing, or reimbursing the cost of the design, acquisition, construction or maintenance of the improvements, and assessing and raising revenues for community development purposes and the design, construction, acquisition, operation and maintenance of the improvements by the district, in the manner as the prudential committee of the district may determine is in the best interest of the district.

SECTION 3. Notwithstanding anything herein or in any other general or special law to the contrary, the establishment of the district, and the appointment of the initial members of the governing body thereof, hereinafter referred to as the "prudential committee," shall

be subject to the approval of the city council and mayor of each of the cities. At any time after the effective date of this act, a written petition, signed by the owners of record, hereinafter referred to as "proprietors," of all real property within the district, requesting approval of the establishment of the district and designating 5 individuals to serve as the initial prudential committee of the district may be filed with the clerk of each city.

The city councils of the cities, within 45 days of the filing of the petition with their respective clerks, shall consider the petition and by majority vote either approve or disapprove the petition and the members of the prudential committee listed therein. Upon written approval of the petition by the city councils and the mayors of both cities, filed with the clerks of both cities and the Secretary of the Commonwealth, the district may commence operations. Notice of the establishment of the district shall be published for 2 consecutive weeks in a newspaper of general circulation in the cities.

SECTION 4. The prudential committee of the district shall consist of five members who either shall be proprietors of the district, or individuals designated by the proprietors, or otherwise shall be residents of the district. The initial prudential committee shall consist of the 5 individuals listed in the petition approved by the city councils and mayors of the cities. Members of the prudential committee shall serve a term of five years and until their successor shall have been appointed and qualified, provided that the members of the initial prudential committee shall serve staggered terms of one to five years as set forth in the petition. The successor to any member of the prudential committee shall be appointed jointly by the mayors of both cities, provided that any member appointed to fill a vacancy shall serve only for the unexpired term of his predecessor and until his successor shall have been appointed and qualified. Any member of the prudential committee may be removed from office for just cause by the mayors of the cities acting jointly. Each member of the prudential committee before entering upon his duties shall take an oath before the mayors of the cities to administer the duties of his office faithfully, and a record of such oaths shall be filed in the office of the clerks of both cities.

Three members of the prudential committee shall constitute a quorum and all actions taken by the prudential committee shall require a majority vote of its members present at a meeting duly called and held in accordance with the by laws of the district and applicable law at which a quorum was present and acting throughout. Meetings of the prudential committee shall be subject to the provisions of section 23A to section 24, inclusive, of chapter 39 of the General Laws except as otherwise provided in this act. All meetings of the prudential committee shall be posted in the offices of the clerks of the cities at least forty-eight hours prior to said meetings. Any action by the prudential committee shall take effect immediately and need not be published or posted unless otherwise provided.

The prudential committee shall appoint a chairman, a vice-chairman, a treasurer and a clerk and shall define the duties thereof. In addition, the prudential committee shall appoint an auditor who shall have the powers and duties set forth in sections 50 and 51 of chapter 41 of the General Laws. The prudential committee may otherwise hire, supervise, suspend and discharge such employees as the committee shall deem necessary or appropriate for the conduct of the work to be performed by the district including, but not limited to, a district superintendent.

SECTION 5. The district, acting through its prudential committee, shall have all the rights and powers necessary or convenient to carry out and effectuate this act, including, but without limiting the generality of the foregoing, the following rights and powers:

(a) to adopt by-laws for the regulation of its affairs and the conduct of its business, to promulgate rules, regulations and procedures in connection with the performance of its functions and duties, and to fix, enforce and collect penalties for the violation thereof; provided, however, that any by-laws, rules, regulations and procedures shall be consistent with the powers conferred by this act and with other applicable provisions of the General Laws, and that any by-laws with respect to the removal of members of the prudential committee shall be consistent with the laws, statutes, and ordinances applicable to the cities;

(b) to adopt an official seal and alter the same at its pleasure;

(d) to make and enter into all manner of contracts and agreements necessary or incidental to the exercise of any power granted to the district by this act including agreements with the cities, the commonwealth and any other city, town or political entity or utility providing services that are necessary to the acquisition, construction or operation of the improvements within the district;

(e) to purchase or acquire by lease, lease-purchase, sale and lease-back, gift or devise, or to obtain or grant options for the acquisition of any property, real or personal, tangible or intangible, or any interest therein, within the boundaries of the district in the exercise of its powers and the performance of its duties and real estate or any interest therein outside the boundaries of the district necessary for the acquisition, construction, maintenance and operation of the improvements or services relating thereto that are located within the district

(f) to construct, improve, extend, equip, enlarge, rehabilitate, maintain, repair, and operate and administer the improvements for the benefit of the district within, or without the district; to acquire existing improvements or construct new improvements, including those located under or over any roads, public ways or parking areas, and to enter upon and dig up any private land within the district for the purpose of constructing said improvements and of maintaining and repairing the same; provided further, that chapter 30B of the General Laws shall apply to the district and all its improvements as defined herein, except that section 16 of said chapter 30B shall not apply; provided further, that chapter 31 shall not apply to any person employed or engaged by the district under this act; provided further, that as relating to its improvements and any construction or repair work undertaken by it pursuant to this shall apply to the district and all its improvements as defined herein, except that section 16 of said chapter 30B shall not apply; provided further, that chapter 31 shall not apply to any person employed or engaged by the district under this act; provided further, that as relating to its improvements and any construction or repair work undertaken by it pursuant to this clause, the district shall be deemed to be a public agency for purposes of sections 26 to 27F, inclusive, and sections 44A to 44H, and the violation and penalty provisions in Section 44J inclusive of chapter 149; and provided further, that all other applicable provisions of the General Laws protecting public health, welfare and safety shall apply;

(g) to accept gifts or goods of funds, property or services from any source, public or private, and comply, subject to the provisions of this act and the terms and conditions hereof;

(h) to sell, lease, mortgage, exchange, transfer or otherwise dispose of, or grant options for any such purposes with respect to any property, real or personal, tangible or intangible, of the district, or any interest therein;

(i) to pledge or assign any money, fees, charges, receipts, betterment fees, assessment fees, and special assessments, or other revenues of the district and any proceeds derived by the district;

(j) to borrow money and incur indebtedness and issue bonds or notes as hereinafter provided:

(k) to enter into contracts and agreements with the cities, the commonwealth or any political subdivisions thereof, the proprietors and any public or private utility with respect to all matters necessary, convenient or desirable for carrying out the purposes of this act including, without limiting the generality of the foregoing, the acquisition of existing improvements (including utilities or infrastructure outside the district but benefiting the district), collection of revenue, data processing, and other matters of management, administration and operation; to make other contracts of every name and nature; and to execute and deliver all instruments necessary or convenient for carrying out any of its purposes; notwithstanding any general or special law to the contrary, the district may contract with one or more proprietors to undertake improvements within the district, and upon the completion thereof, said improvements, or such interest therein as shall be satisfactory to the prudential committee, shall be conveyed to the district, provided that the consideration for said conveyance shall be limited to the costs of said improvements;

(1) subject to section 6 of this act, to assess and collect betterments, assessments and special assessments, and fees as described in this act; to exercise the powers and privileges of, and to be subject to the limitations upon, municipalities provided in sections 38 to 42K, inclusive, of chapter 40, chapter 80 and chapter 83, in so far as such provisions may be applicable and are consistent with the provisions of this act; provided, however, that any requirement in said sections or chapters for a vote by the governing body of a district, town or city or for a vote by the voters of a town, city or district shall be satisfied by a vote or resolution duly adopted by an annual or special meeting of the prudential committee in accordance herewith;

(m) to sue and be sued in its own name; provided, however, that neither the district nor any member of the prudential committee, officer or employee thereof shall be liable in

tort except pursuant to the provisions of chapter 258; provided further, that the district may indemnify its officers and employees to the extent provided in said chapter 258; and provided further that the property of the district other than revenues pledged to the payment of notes or bonds shall not be subject to attachment, or be levied upon by execution or otherwise;

(n) to invest any funds of the district in such manner and to the extent permitted under the General Laws for the investment of such funds by the treasurer of a municipality;

(o) to employ such assistants, agents, employees and persons, including consulting experts as may be deemed necessary in the prudential committee's judgment, and to fix their compensation;

(p) to procure insurance against any loss or liability that may be sustained or incurred in carrying out the purposes of this act in such amount as the district shall deem necessary and appropriate and with one or more insurers who shall be licensed to furnish such insurance in the commonwealth;

(q) to apply for any loans, grants or other type of assistance from the United States Government, the commonwealth or any political subdivision thereof; the district shall be included within the definition of a "local governmental unit" as defined in chapter 29C and its bonds and notes shall be included within the definition of "local governmental obligations" as defined in said statute; and that the district shall be included within the definition of a "governmental entity" for purposes of owning public infrastructure improvements pursuant to chapter 293 of the acts of 2006

(r) to adopt an annual budget and to raise, appropriate, and assess funds in amounts necessary to carry out the purposes for which the district is formed as described in this act; and

(s) to do all things necessary, convenient or desirable for carrying out the purposes of this act or the powers expressly granted or necessarily implied in this act.

SECTION 6. The prudential committee may fix, revise, charge, collect and abate reasonable fees, betterments, assessments and special assessments, and other charges for the cost of the improvements and other services and commodities furnished or supplied to the real property in the district. In providing for the payment of the cost of the improvements or for the use of the improvements, the prudential committee may avail itself of the General Laws relative to the assessment, apportionment, division, fixing, reassessment, revision, abatement and collection of infrastructure charges, including betterments, assessments and special assessments, or the establishment of liens therefor and interest thereon. Notwithstanding any General Laws to the contrary, the district may pay the entire cost of any improvements, or the debt service of notes or bonds used to fund such costs, from betterments, assessments, special assessments or fees and may establish said betterments, assessments, special assessments or fees within 1 year from the completion or acquisition of the improvements. The prudential committee may establish a schedule for the payment of betterments, assessments or special assessments of up to 35 years. The prudential committee may determine the circumstances under which the fees, assessments, special assessments, betterments and other charges may be increased, if at all, as a consequence of delinquency or default by the owner of that parcel or any other parcel within the district. In order to provide for the collection and enforcement of its fees, assessments, special assessments, betterments and other charges, the prudential committee, in addition to the powers granted in this act, is hereby granted all the powers and privileges with respect thereto held by the cities on the effective date of this act or as otherwise provided in this act, to be exercised concurrently with the cities. Any liens imposed by the cities for the payment of property taxes shall have priority in payment over any liens of the district.

As an alternative to levying betterments, assessments, and fees, under any other provisions of this act or the General Laws, the district may levy special assessments ("special assessments") on real estate in the district to finance the cost of improvements. In determining the basis for and amount of the special assessment, the cost of improvements, including the cost of the repayment of the debt issued or to be issued to finance the improvements, maybe calculated and levied using any of the following methods:

(a) Equally per front foot, lot, parcel, dwelling unit, or square foot;

(b) According to the value of the property as determined by the cities' boards of assessors; or

(c) In any other reasonable manner that results in fairly allocating the costs of the improvements to the real estate in the district.

The district may also provide for the following:

(a) A maximum amount to be assessed with respect to any parcel;

(b) A tax year or other date after which no further special assessments under this section shall be levied or collected on a parcel;

(d) The circumstances under which the special assessment levied against any parcel may be increased, if at all, as a consequence of delinquency or default by the proprietor of that parcel or any other parcel within the district.

The fees, assessments, special assessments, betterments and other charges of the prudential committee of general application shall be adopted and revised by the prudential committee at least annually in accordance with the procedures to be established by the prudential committee for assuring that interested persons are afforded notice and an opportunity to present data, views and arguments. The prudential committee shall hold at least one (1) public hearing on its schedule of fees, assessments, special assessments, betterments and other charges or any revision thereof before adoption, notice of which shall be delivered to the mayors and city councils of the cities and be published in a newspaper of substantial circulation in the cities at least one (1) month in advance of the hearing. No later than the date of the publication, the prudential committee shall make available to the public and deliver to the mayor and the city councils of the cities, the proposed schedule of fees, assessments, special assessments, betterments and other charges.

The annual meeting of the prudential committee shall approve a budget for the next fiscal year, which shall be deemed to constitute an appropriation for the expenses enumerated therein. The clerk shall certify to the assessors of the cities, all the votes of the district relative thereto and all sums of money voted to be raised and provide the assessors of the cities with the budget and minutes of the meeting.

The district shall include in its initial and in all subsequent annual appropriations, compensation for the cities' assessors and tax collectors and, as necessary the cities' treasurers, pursuant to the provisions of section 108B of chapter 41 of the General Laws, with respect to any of their duties the cities wish to assume and the expenses hereunder.

The fees, assessments, special assessments, betterments and other charges established by the prudential committee shall not be subject to supervision or regulation by any department, division, commission, board, committee, bureau, or agency of the commonwealth or any of its political subdivisions, including without limitation, the cities, nor shall the district be subject to section 20A of chapter 59 of the General Laws.

The fees, betterments, assessments, special assessments and other charges established by the prudential committee in accordance with this section shall be fixed and adjusted in respect of the aggregate thereof so as to provide revenues at least sufficient (i) to pay the current expenses of the district, (ii) to pay the principal of, premium, if any, and interest on bonds, notes or other evidences of indebtedness issued by the prudential committee under this act as the same becomes due and payable, (iii) to create and maintain such reasonable reserves as may be reasonably required by any trust agreement or resolution securing bonds, (iv) to provide funds for paying the cost of necessary repairs, replacements and renewals of the improvements and the infrastructure system or systems of the district; and (v) to payor provide for any amounts that the district may be obligated to payor provide for by law or contract, including any resolution or contract with or for the benefit of the holders of its bonds and notes provided that the district shall not be required to increase any mandatory assessments, special assessments, betterments, fees or other charges by virtue of any individual proprietor delinquencies.

SECTION 7. The prudential committee may provide by resolution, from time to time, for the issuance of bonds of the district for any of its corporate purposes. Bonds may be issued hereunder as general obligations of the district or as special obligations payable solely from particular funds. Without limiting the generality of the foregoing, bonds may be issued to pay the cost of acquiring, designing, laying, constructing, maintaining, and reconstructing improvements, and paying or refunding notes issued pursuant to section 11 for such purpose, including costs of: (1) construction, reconstruction, renovation and acquisition of all lands, structures, real or personal property, rights, rights-of-way, franchises, easements, and interests acquired or to be acquired by the district, the cities, the commonwealth or any other governmental entity; (2) all machinery and equipment including machinery and equipment needed to expand or enhance services from the cities, the commonwealth or any other governmental entity to the district; (3) financing charges and interest before and during construction, and for a limited time after completion of the construction, interest and reserves for principal and interest, including costs of municipal bond insurance and any other type of financial guaranty and costs of issuance; (4) extensions, enlargements, additions, and improvements; (5) architectural, engineering, financial and legal services; (6) plans, specifications, studies, surveys and estimates of costs and of revenues; (7) administrative expenses necessary or incident to the construction, acquisition, and financing of the improvements; and (8) other expenses necessary or incident to the construction, acquisition, and financing of the improvements.

The bonds of each issue shall be dated, shall bear interest at the rates and shall mature at the time or times not exceeding 35 years from their date or dates, as determined by the prudential committee, and may be redeemable before maturity, at the option of the prudential committee, at the price or prices and under the terms and conditions fixed by the prudential committee before the issuance of the bonds. The prudential committee shall determine the form of the bonds, and the manner of execution of the bonds, and shall fix the denomination of the bonds and the place or places of payment of principal and interest, which may be at any bank or trust company within or without the commonwealth and other locations as designated by the prudential committee. In case any officer whose signature or a facsimile of whose signature shall appear on any bonds or coupons shall cease to be an officer before the delivery of the bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until the delivery. The prudential committee may sell the bonds in a manner and for a price, either at public or private sale, as it may determine to be for the best interests of the district. The bonds shall be issued in registered form. Before the preparation of definitive bonds, the prudential committee may issue interim receipts or temporary bonds exchangeable for definitive bonds when the bonds have been executed and are available for delivery. The prudential committee may also provide for the replacement of any bonds that shall become mutilated or shall be destroyed or lost.

While any bonds or notes issued by the prudential committee remain outstanding, the powers, duties or existence of the prudential committee shall not be diminished or impaired in any way that will affect adversely the interests and rights of the holders of the bonds or notes. Bonds or notes issued under this act shall not be considered constitute a debt of the commonwealth or the cities, or a pledge of the faith and credit of the commonwealth or of the cities, but the bonds or notes shall be payable solely by the district or as special obligations payable from particular district funds. Any bonds or notes issued by the district shall contain on the face thereof a statement to the effect that neither the commonwealth nor the cities shall be obliged to pay the same or the interest thereon, and that neither the faith and credit nor taxing power of the commonwealth or of the cities is pledged to the payment of the bonds or notes. All bonds or notes issued under this act shall have and are hereby declared to have all the qualities and incidents of negotiable instruments as defined in sections 3-104 of chapter 106 of the General Laws.

Issuance by the district of one (1) or more series of bonds or notes for one (I) or more purposes shall not preclude it from issuing other bonds or notes in connection with the same project or any other project, but, the resolution or trust indenture wherein any subsequent bonds or notes may be issued shall recognize and protect any prior pledge made for any prior issue of bonds or notes unless in the resolution or trust indenture authorizing the prior issue the right is reserved to issue subsequent bonds on a parity with the prior issue.

SECTION 8. In the discretion of the prudential committee the bonds may be secured by a trust agreement by and between the district and a corporate trustee, which may be any trust company or bank having the powers of a trust company. The trust agreement may pledge or assign the revenues. Either the resolution providing for the issuance of bonds or the trust agreement may contain provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including without limiting the generality of the foregoing provisions defining defaults and providing for remedies in the event thereof, which may include the acceleration of maturities, and covenants setting forth the duties of and limitations on the district in relation to the acquisition, design, construction, improvement, enlargement, alteration, equipping, furnishing, maintenance, operation, rehabilitation, demolition, repair, insurance and disposition of property, the custody, safeguarding, investment and application of moneys, the use of any surplus bond or note proceeds and the establishment of reserves. The resolution or trust agreement may also contain covenants by the prudential committee in relation to, among other things: (1) the establishment, revision and collection of fees, assessments and charges for services of facilities furnished or supplied by the district as shall provide revenues sufficient with other revenues of the district, if any, to pay (i) the cost of maintaining, repairing and operating the district improvements and of making renewals and replacements in connection therewith, (ii) the principal of and the interest on the bonds or notes as the same shall become due and payable, (iii) payments in lieu of taxes, betterment and special assessments, and (iv) reserves for the purposes; (2) the purpose for which the proceeds of the sale of the bonds or notes will be applied and the use and disposition thereof; (3) the use and disposition of the gross revenues of the district from the district improvements, any additions thereto and extensions and improvements thereof, including the creation and maintenance of funds for working capital and for renewals and replacements to the district improvements; (4) the amount, if any, of additional bonds or notes payable from the revenues of the district and the limitations, terms and conditions on which the additional bonds or notes may be issued; and (5) the operation, maintenance, management, accounting and auditing of the district improvements and of the income and revenues of the district.

It shall be lawful for any bank or trust company to act as depository of the proceeds of the bonds or of revenues, and to furnish such indemnifying bonds or to pledge securities as required by the prudential committee. The trust agreement may set forth the rights and remedies of the bondholders and of the trustees, and may restrict the individual right of action by bondholders as is customary in trust agreements or trust indentures securing bonds and debentures. In addition to the foregoing, the trust agreement may contain other provisions, as the prudential committee considers reasonable and proper for the security of the bondholders. All expenses incurred in carrying out the trust agreement may be treated as a part of the cost of the operation of the district improvements. The pledge by any trust agreement or resolution shall be valid and binding from time to time when the pledge is made; the revenues or other moneys so pledged and then held or thereafter received by the prudential committee shall immediately be subject to the lien of the pledge without any physical delivery thereof or further act; and the lien of the pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the prudential committee, irrespective of whether the parties have notice thereof. Neither the resolution nor any trust agreement by which a pledge is created need be filed or recorded except in the records of the prudential committee, and no filing need be made under chapter 106 of the General Laws.

SECTION 9. The prudential committee may provide by resolution for the issuance from time to time of notes of the district in anticipation of federal, state or local grants for the cost of acquiring, designing, constructing or improving the district improvements or in anticipation of bonds to be issued pursuant to section? The notes shall be authorized, issued and sold in the same manner as, and shall otherwise be subject to this act. The notes shall mature at the time or times as provided by the issuing resolution of the prudential committee and may be renewed from time to time; but the notes and renewals thereof shall mature on or before 5 years from their date of issuance.

SECTION 10. In addition to other security provided herein, or otherwise by law, bonds, notes or obligations issued by the district under this act, may be secured, in whole or in part, by a letter of credit, line of credit, bond insurance policy, liquidity facility or other credit facility for the purpose of providing funds for payments in respect of bonds, notes or other obligations required by the holder thereof to be redeemed or repurchased prior to maturity or for providing additional security for the bonds, notes or other obligations. In connection therewith, the district may enter into reimbursement agreements, remarketing agreements, standby bond purchase agreements and any other necessary or appropriate agreements. The prudential committee may pledge or assign any of its revenues as security for the reimbursement by the district to the issuers or providers of the letters of credit, lines of credit, bond insurance policies, liquidity facilities or other credit facilities of any payments made under the letters of credit, lines of credit, bond insurance policies, liquidity facilities or other credit facilities.

SECTION 11. In connection with or incidental to the issuance of bonds, notes or other obligations, the district may enter into such contracts as the prudential committee may determine to be necessary or appropriate relative to the issuance thereof and the interest payable thereon as the prudential committee may determine appropriate, including without limitation, interest rate swap agreements, insurance agreements, forward payment conversion agreements, futures contracts, contracts providing for payments based on levels of, or changes in, interest rates or market indices, contracts to manage interest rate

risk, including without limitation, interest rate floors or caps, options, puts, calls and similar arrangements. The contracts shall contain such payment, security, default, remedy and other terms and conditions as the prudential committee may consider appropriate and shall be entered into with the party as the district may select, after giving due consideration, where applicable, for the credit worthiness of the counterparty, including any rating by a nationally recognized rating agency, the impact on any rating on outstanding bonds, notes or other obligations or any other criteria the prudential committee may consider appropriate.

SECTION 12. The district shall have the power out of any funds available therefore to purchase its bonds or notes. The district may hold, pledge, cancel or resell the bonds or notes, subject to and in accordance with agreements with bondholders. The district may issue refunding bonds for the purpose of paying any of its bonds at maturity or upon acceleration or redemption. Refunding bonds may be issued at the time or times before the maturity or redemption of the refunded bonds as the prudential committee considers being in the public interest. Refunding bonds may be issued in sufficient amounts to pay or provide for the principal of the bonds being refunded, together with any redemption premium thereon, any interest accrued or to accrue to the date of payment of such bonds, the expense of issuing the refunding bonds, the expense of redeeming bonds being refunded and the reserves for debt service or other capital or current expenses from the proceeds of the refunding bonds as may be required by a trust agreement or resolution securing the bonds and, if considered advisable by the prudential committee, for the ! . additional purpose of the acquisition, construction or reconstruction and extension or improvement of improvements. The issue of the bonds, the maturities, and other details thereof, the rights of the holders thereof, and the duties of the district in respect of the same shall be governed by this act insofar as the same may be applicable.

SECTION 13. All moneys received pursuant to this act, whether as proceeds from the issue of bonds or notes, or as revenue or otherwise, shall be considered trust funds to be held and applied solely as provided in this act.

SECTION 14. Bonds or notes issued under this act are hereby made securities in which all public officers and public bodies of the commonwealth and its political subdivisions, all insurance companies, trust companies in their commercial departments and within the limits set by the General Laws, banking corporations, investment companies, executors, trustees and other fiduciaries, and all other persons whatsoever who are now or may hereafter be authorized to invest in bonds or other obligations of a similar nature may properly and legally invest funds, including capital in their control and belonging to them; and the bonds are hereby made obligations that may properly and legally be made eligible for the investment of deposits and income thereof in the manner provided by section 2 of chapter 167F of the General Laws. The bonds or notes are hereby made securities that may properly and legally be deposited with and received by any state or municipal officer or any agency or political subdivision of the commonwealth for any purpose for which the deposit of bonds or other obligations of the commonwealth is now or may hereafter be authorized by law.

Notwithstanding any rule at common law or any authorization, limitation or any such other provision of any general or special law, or any provision in their respective charters, agreements of incorporation, articles or organization, or trust indentures, domestic corporations organized for the purpose of carrying on business within the commonwealth, including without implied limitation any electric or gas company as defined in section 1 of chapter 164 of the General Laws, railroad corporations as defined in section 1 of chapter 160 of the General Laws, financial institutions, trustees and the cities may acquire, purchase, hold, sell, assign, transfer, or otherwise dispose of any bonds, notes, securities or other evidence of indebtedness of the district and to make contributions to the district, all without the approval of any regulatory authority of the commonwealth.

SECTION 15. Any holder of bonds or notes issued under this act, and a trustee, except to the extent the rights herein given may be restricted by the trust agreement, may, either at law or in equity, by suit, action, mandamus or other proceeding, protect and enforce all rights under the laws of the commonwealth or granted hereunder or under the trust agreement, and may enforce and compel the performance of all duties required by this act or by the trust agreement, to be performed by the district or by any officer thereof.

SECTION 16. Notwithstanding this act or any recitals in any bonds or notes issued under this act, all such bonds or notes shall be considered to be investment securities under chapter 106 of the General Laws.

SECTION 17. Bonds or notes may be issued under this act without obtaining the consent of any department, division, commission, board, bureau or agency of the commonwealth or the cities, and without any proceedings or the happening of any other conditions or things than those proceedings, conditions or things that are specifically required thereof by this act, and the validity of and security for any bonds or notes issued by the district shall not be affected by the existence or nonexistence of the consent or other proceeding conditions, or things.

SECTION 18. The district, its improvements, and all its receipts, revenues, income and real and personal property shall be exempt from taxation and from betterments and assessments and the district shall not be required to pay any tax, excise or assessment to or from the commonwealth or any of its political subdivisions. Bonds or notes issued by the district and their transfer and their interest or income, including any profit on the sale thereof, shall at all times be exempt from taxation within the commonwealth, provided that nothing in this act shall act to limit or restrict the ability of the commonwealth or the cities to tax the residents and businesses located in the district or their real or personal property located therein.

SECTION 19. The prudential committee shall at all times keep accounts of its receipts, expenditures, disbursements, assets and liabilities, which shall be open to inspection by a duly appointed officer or duly appointed agent or the commonwealth or the cities. The fiscal year of the district shall be the same fiscal year as established by the General Laws for cities and towns in the commonwealth. The district shall be subject to an audit of its accounts in the manner provided in section 40 of chapter 44 of the General Laws. Before the issuance of any bonds or notes under this act, any member or officer of the prudential committee charged with responsibility of the issuance thereof, shall each execute a surety bond in the sum of $250,000 payable to the district, or in lieu thereof the prudential committee shall obtain a blanket position bond covering any member or officer of the prudential committee charged with responsibility for the issuance of any bond or notes, such surety bonds to be conditioned upon the faithful performance of the duties of their offices, to be executed by a surety company authorized to transact business in the commonwealth as a surety and approved by the prudential committee. For the purposes of chapter 268A of the General Laws, the district shall be considered a municipal agency. The members of the prudential committee shall be special municipal employees provided that the provisions of said chapter 268A, or any similar provision of any general or special law, shall not apply to any member of the prudential committee having a direct or indirect financial interest in any contract or transaction entered into with the district, provided that a statement making disclosure of said member's interest and the interests of his immediate family in said contract or transaction is filed with the clerk in each of the cities.

SECTION 20. This act shall be deemed to provide an exclusive, additional, alternative and complete method of accomplishing the purposes of this act and exercising the powers authorized hereby and shall be deemed and construed to be supplemental and additional to, and not in derogation of, powers conferred upon the district by law; provided, however, that insofar as the proceedings of this act are inconsistent with any general or specific law, administrative order or regulation, or any resolution or ordinance of the cities, this act shall be controlling. Without limiting the generality of the foregoing, no resolution or ordinance of the cities requiring ratification by the mayors and the city councils or the voters of the cities of certain bond issues shall apply to the issuance of bonds or notes of the district pursuant to this act, nor shall chapter 44 of the General Laws be applicable to the manner of voting or the limitations as to the amount and time of payment or other details of debts incurred by the district.

Except as specifically provided in this act, all other statutes, ordinances, resolutions, rules and regulations of the commonwealth and the cities shall be applicable to the property, residents and businesses located in the district. Nothing in this act shall in any way obligate the cities to pay any costs for the acquisition, design, construction, equipping or operation and administration of the improvements located within the district. The district is a distinct and separate entity from the cities; and the cities shall not be subject to any claims, actions or liabilities as a result of the establishment of the district, its operations or the actions or inactions of its officers or its prudential committee or employees and there shall be no recourse against the cities on account of, or arising from such obligations.

SECTION 21. The district shall terminate 40 years after the date of the district's establishment, and, provided further, that all of the district's bonds, notes and other obligations have been paid or satisfied, provided that the city councils of each of the cities, with the approval of each mayor, may by majority vote extend the term of the district for such fixed number of years as they shall determine appropriate. Upon such termination, all of the property of the district shall be deemed transferred to each of the cities where it is located.

SECTION 22. This act being necessary for the welfare of the cities and its inhabitants shall be liberally construed to affect the purposes hereof.

SECTION 23. This act shall take effect upon its passage.