PETITION OF:

SECTION 1. There shall be within the town of Hingham, the Hingham Shipyard Improvement District, a body politic and corporate, hereinafter referred to as the District, bounded and described as follows: Commencing at a point on the northern side of Lincoln Street (Route 3A) at the southeasterly corner of land herein described and at the southwesterly corner of land now or formerly of John J. Daly, thence

Westerly a distance of two hundred seven and 36/100 (207.36') feet along a curve to the right and the northerly sideline of Lincoln Street (Route 3A), with a radius of thirty-nine hundred seventy and 00/100 (3970.00’) feet, thence

N00°00'30"W A distance of seven and 79/100 (7.79') feet along the northerly sideline of Lincoln Street, thence

N00°00'30"W A distance of three hundred eighty-one and 84/100 (381.84') feet along land now or formerly of 719 Realty Trust, thence

S89°59'30"W A distance of five hundred fifty-seven and 96/100 (557.96’) feet along land now or formerly of 719 Realty Trust, thence

S00°01'05"W A distance of three hundred thirty-five and 90/100 (335.90') feet along land now or formerly of 719 Realty Trust to the northerly sideline of Lincoln Street, thence

N85°15'59"W A distance of three hundred ninety-nine and 66/100 (399.66') feet along the northerly sideline of Lincoln Street, thence

N00°01'05" W A distance of two hundred eighty-two and 86/100 (282.86') feet along land now or formerly of Lincoln 349 Realty Trust, thence

S89°59'30"W A distance of five hundred ten and 10/100 (510.10') feet along land now or formerly of Lincoln 349 Realty Trust, thence

S00°01'05"W A distance of two hundred eighty-two and 03/100 (282.03') feet along land now or formerly of Lincoln 349 Realty Trust to the northerly sideline of Lincoln Street, thence

S89°13'59"W A distance of ninety-six and 02/100 (96.02') feet along the northerly sideline of Lincoln Street, thence

Southwesterly A total distance of two hundred thirty-six and 80/100 (236.80') feet along a curve to the left with a radius of one thousand, two hundred nine and 00/100 (1209.00’) feet along the northerly sideline of Lincoln Street (Route 3A), to a bound, thence

Southwesterly A distance of two hundred seventy and 43/100 (270.43') feet along a curve to the left with a radius of two thousand two hundred fifty-five (2255.00') feet to a bound situated at the southeasterly rounding curve of Shipyard Drive, thence Northwesterly A distance of sixty-two and 04/100 (62.04') feet along a curve to the right with a radius of forty and 00/100 (40.00’) feet, thence

S70°31'02"W A distance of fifty and 00/100 (50.00') feet along Shipyard Drive, thence

Southwesterly A distance of sixty-two and 83/100 (62.83') feet along a curve to the right with a radius of forty and 00/100 (40.00') feet (non-tangent with the previous course), thence

S70°00'08W A distance of three hundred thirty-two and 53/100 (332.53') feet along the northerly sideline of Lincoln Street, thence

N19°52'23"W A distance of three hundred seventy and 34/100 (370.34') feet along land now or formerly of Rocky Reach, LLC, thence Southwesterly A distance of eighty-seven and 05/100 (87.05') feet along a curve to the left (non-tangent with the last course), with a radius of one hundred sixty-four and 00/100 (164.00') feet long land now or formerly of Rocky Reach, LLC, thence

Southwesterly A distance of seventy-two and 43/100 (72.43') feet along another curve to the right, with a radius of one hundred sixty-four and 00/100 (164.00') feet along land now or formerly of Rocky Reach, LLC, thence

S70°07'37"W A distance of one hundred twenty-three 17/100 (123.17') feet along land now or formerly of Rocky Reach, LLC, thence

S18°30'12"E A distance of three hundred twenty-one 24/100 (321.24’) feet along land now or formerly of Rocky Reach, LLC, thence

Southwesterly A distance of sixty and 39/100 (60.39') feet along a curve (non-tangent with the last course) and the northerly sideline of Lincoln Street (Route 3A) to the left, with a radius of nine hundred ninety-one 00/100 (991.00’) feet, thence

N07°44'03"W A distance of one hundred thirty-two and 83/100 (132.83') feet along land now or formerly of Rocky Reach, LLC, thence

N19°00'00"W A distance of one hundred ninety-two and 63/100 (192.63') feet along land now or formerly of Rocky Reach, LLC, thence S70°07'37"W A total distance of two hundred eleven and 42/100 (211.42’) feet along land now or formerly of Rocky Reach, LLC, thence

S25°05'03"W A distance of one hundred eighty-seven and 84/100 (187.84') feet along land now or formerly of Rocky Reach, LLC, thence

S19°34'45"W A distance of forty-three and 65/100 (43.65') feet along land now or formerly of FMS Realty Trust, thence

Southerly A distance of fifty-eight and 26/100 (58.26') feet along a curve to the left, with a radius of ninety-eight and 93/100 (98.93') feet along land now or formerly of FMS Realty Trust, thence

S14°09'35"E A distance of fifty-six and 93/100 (56.93') feet along land now or formerly of FMS Realty Trust to the northerly sideline of Lincoln Street, thence

Southwesterly A distance of two hundred forty (240’) feet, more or less along a curve to the right, with a radius of thirty-six hundred sixty-nine and 65/100 (3669.65' feet along the northerly sideline of Lincoln Street to a point, thence

Northerly A total distance of seventeen hundred (1700') feet, more or less along the western property line of land now or formerly belonging to Landfall Marine and Recreation Center to a point along Mean Low Water (as depicted on 1964 plan by Perkins), thence

Easterly & Southerly A total distance of six hundred (600') feet, more or less along said Mean Low Water (as depicted on 1964 Perkins Plan), to a point along Extreme Low Water (circa 1942) (as per Records of Bethlehem-Hingham Shipyard, Inc.), thence

Northwesterly A total distance of thirty-eight hundred seventy (3870') feet, more or less, along said Extreme Low Water (circa 1942) (as per Records of Bethlehem-Hingham Shipyard, Inc.) to a point, thence S89°22'25"E A distance of four hundred twenty (420') feet, more or less, thence

S44°34'34"E A distance of two hundred ten (210' feet, more or less, thence

S00°25'26"W A distance of twelve hundred one and 25/100 (1201.25’) feet along the western property line of land now or formerly belonging to Town of Hingham, thence

S73°06'59"E A distance of one hundred nineteen (119') feet, more or less along the southern property line of land now or formerly belonging to Town of Hingham to a concrete bound, thence

S82°25'00"E A distance of two hundred sixty and 56/100 (260.56') feet, thence

N83°18'55"E A distance of ninety-six and 30/100 (96.30') feet to the northwesterly most corner of land now or formerly belonging to Bear Hill Investment Corporation, thence

S28°36'00"W A distance of seventy-one and 29/100 (71.29') feet, thence

S32°17'40"W A distance of three hundred seventy-three and 49/100 (373.49’) feet, thence

S47°52'00"W A distance of four and 02/100 (4.02') feet, thence

S32°30'30"W A distance of eighty-three and 93/100 (83.93') feet to a concrete bound, thence

S60°09'20"E A distance of one hundred fourteen and 72/100 (114.72') feet to a concrete bound, thence

S27°05'44"W A distance of one hundred thirty-two and 94/100 (132.94') feet to a concrete bound, thence

S62°54'16"E A distance of fifty-seven and 00/100 (57.00') feet along the southerly sideline of Holly Street to a concrete bound at a point of intersection with the westerly right of way line of Ivy Way, thence

S27°05'44"W A distance of two hundred forty and 00/100 (240.00') feet along the westerly sideline of Ivy Way to a concrete bound at a point of intersection with the southerly right of way line of Sycamore Lane, thence

S62°54'16"E A distance of nineteen and 76/100 (19.76’) feet along the southerly sideline of Sycamore Lane to a concrete bound, thence

S27°05'44"W A distance of one hundred and 00/100 (100.00’) feet along the western property line of land now or formerly belonging to Mathew G. & Paula J. Dillon to a concrete bound, thence

S62°54'16"E A distance of nineteen and 24/100 (19.24') feet along land now or formerly of Dillion, thence

S27°05'44"W A distance of one hundred and 00/100 (100.00') feet along land now or formerly of Christine M. Neterval, thence

N62°54'16"W A distance of thirty-three and 00/100 (33.00') feet along the northerly sideline of Bradley Woods Drive, thence

S27°05'44"W A distance of one hundred fifty and 00/100 (150.00’) feet along the western property line of land now or formerly belonging to John Jr. & Marilyn Gomez, thence

S62°54'16"E A distance of one hundred and 00/100 (100.00') feet along the southern property line of land now or formerly belonging to John Jr. & Marilyn Gomez, thence

S27°05'44"W A distance of one hundred forty-two and 00/100 (142.00’) feet, thence

S53°00'33"W A distance of one hundred seventeen and 29/100 (117.29’) feet, thence

S27°40'58"E A distance of three hundred twenty-seven and 14/100 (327.14') feet along lands now or formerly of Jon D’Allesandro, Juniper Road, Eric F. Lamlein et ux., and Giordano Taverna, thence

S00°26'34"E A distance of sixty and 00/100 (60.00') feet along the western property line of land now or formerly belonging to John J. Daly, to the point of beginning.

SECTION 2. The purpose of the District shall be in general to enhance its economic development and more specifically in order to serve the needs of its residents, property owners, tenants and their employees and clients and the general public visiting the District, by acquiring, laying, constructing, maintaining, improving and operating storm drainage systems, sewers, water systems, roads, bridges, culverts, tunnels, streets, sidewalks, lighting, parking, including garages, parks and recreational facilities and fiber and telecommunication systems and other infrastructure

improvements as necessary, referred to hereafter as the “Improvements”, whether located within or without the District, if reasonably related to the Improvements within the District, contracting with the town, the commonwealth, cities or towns or other political entities and private and public utilities serving the District and the town in connection with the Improvements, and financing, refinancing, or reimbursing the cost of the design, acquisition or construction of the Improvements, and assessing and raising revenues for economic development purposes and the design, construction, acquisition, operation and maintenance of the Improvements and the District itself; in a manner as the board of commissioners determine to be in the best interest of the District.

SECTION 3. A Board of Commissioners, consisting of 5 members, shall exercise the powers conferred by this act. The Board shall not be subject to the supervision of any other board, department, commission, bureau or agency of the town or the commonwealth except to the extent and in the manner provided in this act. The members of the Board shall be appointed by the Board of Selectmen of the town as follows: 4 members shall be appointed from the list of individuals nominated and submitted by the Hingham Shipyard Property Owners’ Association, hereinafter referred to as the “Association”, and 1 member shall be the Hingham Town Administrator or his designee. In the event that Hingham Shipyard Property Owners’ Association shall no longer be in existence, the Board of Selectmen shall appoint 4 members who are either record owners of real estate within the District or representatives thereof including entities empowered to own real estate in the commonwealth such as corporations, partnerships, realty trusts, limited liability companies and federal, state and local governmental agencies and authorities. The District shall indemnify the town, its Board of Selectmen and town employees from any claims arising from the District Board appointments or the town’s employee’s participation in the affairs of the District. Members shall serve 3-year terms, except that with regard to the initial Board, 2 members shall serve a 1-year term, 2 members shall serve 2 year terms and 1 member shall serve a 3 year term. The term of each initial member shall be designated on appointment. Any member may be eligible for reappointment. Three members of the Board shall constitute a quorum and the affirmative vote of 3 members shall be necessary to exercise any of the powers enumerated in section 4. No vacancy in the membership of the Board shall impair the right of a quorum to exercise the powers of the Board. Any action by the Board shall take effect immediately unless otherwise provided and need not be published or posted. The initial meeting of the Board shall be not later than 30 days following the establishment of the District. Thereafter the Board shall schedule meetings pursuant to its by-laws. At such initial meeting and at all annual meetings, as provided in its bylaws, the Board shall elect from its members a chairperson who shall preside at all Board meetings and who shall serve until a successor is elected at the meeting following the annual meeting. The Board shall also elect a vice-chairperson who shall be empowered to preside over Board meetings in the absence of the chairperson and who shall serve for like term. The Board shall also elect a treasurer and a clerk from its membership and who shall serve for like terms. The duties and responsibilities of the District offices shall be as provided in the District by-laws. All meetings of the Board shall be in accordance with sections 23A to 23C of chapter 39 of the General Laws. The District by-laws shall also provide for the manner of the removal of members from the Board for misfeasance and the filling of vacancies on the Board as they may from time to time arise.

SECTION 4. The Board, acting for and on behalf of the District, 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; but 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 Board shall be consistent with the laws, statutes, and ordinances applicable to the town ; (b) to adopt an official seal and alter the same at its pleasure; (c) to maintain an office at such place or places within the District as it may determine; (d) to enter into contracts and agreements with, but not limited to, the town, property owners in the District, 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 (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; (e) to acquire by eminent domain, if approved by a vote of 4 of the 5 members of the Board, under the provisions of chapters 79, 79A, 80 and 80A of the General Laws, real and personal property located within the District, and to acquire by purchase, lease, lease-purchase, sale and lease-back, gift or devise, or to obtain options for the acquisition of; any property, real or personal, tangible or intangible, or any interest therein, in the exercise of its powers and the performance of its duties; provided that the District may acquire real estate or any interest therein, except by eminent domain, located outside the boundaries of the District itself necessary for the acquisition, construction, maintenance and operation of the Improvements within the District; (f) to, sell, lease, mortgage, exchange, transfer or otherwise dispose of, or to grant options for any such purposes with respect to, any property, real or personal, tangible or intangible, or any interest therein; (g) to construct, improve, extend, equip, enlarge, rehabilitate, maintain and repair the Improvements within and for the benefit of the District; to acquire existing or construct such Improvements 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 laying said Improvements and of maintaining and repairing the same; but, the District shall obtain the prior approval of the town if such activities affect any town roads or property within the District. Chapter 30B of the General Laws shall apply to the District, except that section 16 of said chapter 30B shall not apply. Chapter 31 of the General Laws shall not apply to any person employed or engaged by the District under this act. With respect to any construction or repair work undertaken by it pursuant to this clause, the District shall be considered to be a public agency for purposes of section 26 and sections 44A to 44H, inclusive, of chapter 149 of the General Laws. Said provisions of chapters 30B and 149 shall not be applicable to Improvements acquired by but not constructed by the District itself. All applicable provisions of the General Laws protecting public health, welfare and safety shall be applicable; (h) to apply for, receive, accept, administer, expend and comply with the conditions, obligations and requirements respecting any grant, gift, loan, including any grant, gift or loan from agencies of federal, state or local governments, donation or appropriation of any property or money in aid of the purposes of the District and to accept contributions of money, property, labor or other things of value;

(i) to pledge or assign any money, fees, charges, receipts, 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 exercise the powers and privileges of, and to be subject to, the limitations upon, towns and cities provided by sections 38 to 42k, inclusive, of chapter 40 of the General Laws, chapter 80 of the General Laws and sections 1 to 29, inclusive, of chapter 83 of the General Laws, in so far as they are applicable and consistent with this act; but, any requirement in said sections or chapters for a vote by the Board of Selectmen or the governing body of a town or for a vote by the voters of a town or district shall be satisfied by a vote or resolution duly adopted by the Board in accordance herewith. Notwithstanding anything in this act to the contrary, the District shall have no authority to produce or generate electricity, or own or operate a cable television network. The District shall not produce water or process sewerage except in cooperation with the town, the commonwealth or agencies thereof; or any public or private utilities presently serving the town. The residents and businesses located within the District boundaries shall pay the same rates and charges for electric, cable, water and sewer usage and sewer connection fees as are charged to other residents and businesses in the town. Residents and businesses in the District may contract directly with the providers of electricity, water, sewer, and cable television services on a similar basis to other residents and businesses in the town. The Board may contract with the Association, or any successor in interest thereto, to collect any payments due the District from the District’s residents and businesses and pay any utility expenses to the providers thereof.

(l) to sue and be sued in its own name and to plead and be impleaded; provided, however, that the District may indemnify its officers and employees to the extent provided in chapter 258 of the General Laws; and, provided further, that the revenues pledged to the payment of notes or bonds, shall not be subject to attachment, or be levied upon by execution or otherwise;

(m) to invest any funds not required for the immediate use of the District in a manner and to the extent permitted under the General Laws for the investment of the funds by the treasurer of a town;

(n) to employ assistants, agents, employees and persons, including legal counsel, financial advisors, and such other consultants and experts, as may be deemed necessary or convenient in the Board’s judgment, and to define their duties and fix their compensation;

(o) 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 consider necessary and appropriate and with 1 or more insurers who shall be licensed to furnish the insurance in the commonwealth;

(p) 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 hereafter in section 5; and

(q) 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 5. The Board may fix, revise, charge, collect and abate reasonable fees, rates, rents, betterments and 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 Board may avail itself of the General Laws relative to the assessment, apportionment, division, fixing, reassessment, revision, abatement and collection of infrastructure charges, including betterments and assessments, or the establishment of liens therefore and interest thereon. Notwithstanding any provision of the 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 or fees and may establish said betterments, assessments or fees within one (1) year from the completion or acquisition of the Improvements. The Board may establish a schedule for the payment of betterments or assessments of up to twenty-five (25) years. The Board may determine the circumstances under which the fees, rates, rents, 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, rates, rents, assessments, betterments and other charges, the Board is hereby granted all the powers and privileges with respect thereto held by the town on the effective date of this act or as otherwise provided in this act, to be exercised concurrently with the town. The fees, rates, rents, assessments, betterments and other charges of the Board of general application shall be adopted and revised by the Board at least annually in accordance with the procedures to be established by the Board for assuring that interested persons are afforded notice and an opportunity to present data, views and arguments. The Board shall hold at least 1 public hearing on its schedule of fees, rates, rents, assessments and other charges or any revision thereof before adoption, notice of which shall be delivered to the Board of Selectmen and be published in a newspaper of substantial circulation in the town at least 1 month in advance of the hearing. No later than the date of the publication, the Board shall make available to the public and deliver to the Board of Selectmen the proposed schedule of fees, rates, rents, assessments and other charges. The fees, rates, rents, assessments and other charges established by the Board shall not be subject to supervision or regulation by any department, division, commission, board, bureau, or agency of the commonwealth or any of its political subdivisions, including without limitation, the town, nor shall the District be subject to section 20A of chapter 59 of the General Laws. Notwithstanding the foregoing, except to the extent of fees, rates, rents, assessments, betterments and other charges assessed by the Board, the Board shall have no general power of taxation. Any liens imposed by the town for the payment of property taxes shall have priority in payment over any liens of the District. The Board’s budget for current administrative expenses (exclusive of operational and capital expenses relating to the Improvements) shall be limited to the sum of $55,000 for current administrative expenses for the fiscal year in which the District is established. Each year thereafter said sum maybe increased by up to 2 1/2 per cent per year. The fees, rates, rents, betterments, assessments and other charges established by the Board in accordance with this section shall be fixed and adjusted in respect of the aggregate thereof so as to provide revenues at least sufficient to: (i) pay the current expenses of the District; (ii) pay the principal of, premium, if any, and interest on bonds, notes or other evidences of indebtedness issued by the Board under this act as the same becomes due and payable; (iii) create and maintain reserves as 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 infrastructure system or systems; and (v), pay or provide for any amounts that the Board may be obligated to pay or provide for by law or contract, including any resolution or contract with or for the benefit of the holders of its bonds and notes. Nothing in this act shall prevent the town from directly assessing and collecting sewer connection fees from any applicant for a building permit within the District.

SECTION 6. The Board 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, the bonds may be issued to pay or refund notes issued pursuant to section 8, to pay the cost of acquiring, laying, constructing, maintaining, and reconstructing the Improvements. The term “Cost” shall include the cost 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 town, the commonwealth or any of its agencies or subdivisions; (2) all machinery and equipment including machinery and equipment needed to expand or enhance services from the town, the commonwealth or any of its agencies or subdivisions 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 as may be necessary or incident to the construction, acquisition, and financing of the Improvements. The principal of and interest on the bonds shall be payable solely from the funds herein provided for their payment. The bonds of each issue shall be dated, shall bear interest at the rates and shall mature at the time or times not exceeding 25 years from their date or dates, as determined by the Board, and may be redeemable before maturity, at the option if the Board, at the price or prices and under the terms and conditions fixed by the Board before the issuance of the bonds. The Board shall determine the form of the bonds, and the manner of execution of the bonds, and shall fix the denomination or denominations of the bonds and the place or places of payment of principal and interest, which may be at any bank or trust company in the commonwealth and other locations designated by the Board. 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 bonds shall be issued in registered form. The Board 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. Before the preparation of definitive bonds, the Board may, under like restrictions, issue interim receipts or temporary bonds exchangeable for definitive bonds when the bonds have been executed and are available for delivery. The Board may also provide for the replacement of any bonds that shall become mutilated or shall be destroyed or lost. The Board may provide by resolution for the issuance of refunding bonds of the District for the purpose of refunding any bonds then outstanding and issued under the provisions of this act, including the payment of any redemption premium thereon on any interest accrued or to accrue to the date of redemption of the bonds and, if considered advisable by the Board, for the additional purpose of the acquisition, construction or reconstruction and extension or improvement of the infrastructure system or systems. 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. While any bonds or notes issued by the Board remain outstanding, the powers, duties or existence of the Board shall not be diminished or impaired in any way that will affect adversely the interests and rights of the holders of such bonds or notes. Bonds or notes issued under this act, unless otherwise authorized by law, shall not be considered to constitute a debt of the commonwealth or the town, or a pledge of the faith and credit of the commonwealth or of the town, 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 town 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 town 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 to 104, inclusive of chapter 106 of the General Laws. Issuance by the District of 1 or more series of bonds or notes for 1 or more purposes shall not preclude if 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 such prior issue the right is reserved to issue subsequent bonds on a parity with such prior issue.

SECTION 7. In the discretion of the Board 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 within the commonwealth. The trust agreement may pledge or assign the revenues. Either the resolution providing for the issuance of bonds or the trust agreement may contain such 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, 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 Board in relation to, among other things: (1) the establishment, revision and collection of the fees, rates, assessments, rents 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 utilities and infrastructure and of making renewals and replacements in connection therewith, (ii) the principal of and the interest on said 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 such purposes; (2) the purpose or purposes 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 utilities and infrastructure, 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 utilities and infrastructure; (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 utilities and District infrastructure and of the income and revenues of the District. It shall be lawful for any bank or trust company incorporated under the laws of the commonwealth to act as depository of the proceeds of the bonds or of revenues, and to furnish indemnifying bonds or to pledge securities as required by the Board. 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 of Boards. In addition to the foregoing, the trust agreement may contain other provisions, as the Board 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 utilities and infrastructure. 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 Board 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 Board, 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 Board, and no filing need be made under chapter 106 of the General Laws.

SECTION 8. The Board 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, constructing or improving the District utilities or infrastructure or in anticipation of bonds to be issued pursuant to section 7. The notes shall be authorized, issued and sold in the same manner as, and shall otherwise be subject to sections 6 and 7 and other provisions of this act. The notes shall mature at the time provided by the issuing resolution of the Board and may be renewed from time to time; but, all the notes and renewals thereof shall mature on or before 20 years from their date of issuance.

SECTION 9. 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 such 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 Board 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 10. In connection with or incidental to the issuance of bonds, notes or other obligations the District may enter into contracts as the Board may determine to be necessary or appropriate to place the bonds, notes or other obligations of the District,

as represented by the bonds or notes, or other obligations in whole or in part, on such interest rate or cash flow basis as the Board may determine, 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 the payment, security, default, remedy and other terms and conditions as the Board may consider appropriate and shall be entered into with a party as the District may select, after giving due consideration, where applicable, for the credit worthiness of the counter party or, 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 Board may consider appropriate.

SECTION 11. 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 such bonds or notes, subject to and in accordance with agreements with bondholders. The

Board 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 such time or times prior to the maturity or redemption of the refunded bonds as the Board deems to be 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 such 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. All other provision relating to the issuance of refunding bonds shall be as set forth in this act.

SECTION 12. 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 13. 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, 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 ma 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 savings deposits and income thereof in the manner provided by section 2 of chapter 167E 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 other general or special law, or any provision in their respective charters, agreements of association, 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 town 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 14. 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 15. Notwithstanding this act or any recitals in any bonds or notes issued under this act, all the bonds or notes shall be considered to be investment securities under chapter 106 of the

General Laws.

SECTION 16. Bonds or notes may be issued under this act without obtaining the consent of the emergency finance board or any department, division, commission, Board, bureau or agency of the commonwealth or the town, 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 any such consent or other proceeding conditions, or things.

SECTION 17. The District and all its receipts, revenues, income and real and personal property shall be exempt from taxation and from betterments and special 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. If any Improvements or other real estate owned by the District would have been subject to taxation by the town if owned by a private party, the District shall make payments in lieu of taxes equal to what such taxes would have been. 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; but, nothing in this act shall act to limit or restrict the ability of the commonwealth or the town to tax the individuals and companies, or their real or personal property or any person living or business operating within the boundaries of the District.

SECTION 18. The Board shall at all times keep accounts of its receipts, expenditures, disbursements, assets and liabilities, which accounts shall be open to inspection by a duly appointed officer or duly appointed agent or the commonwealth or the town. 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 the provisions of this act, any member or officer of the Board 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 Board shall obtain a blanket position bond covering any member or officer of the Board charged with responsibility for the issuance of any bond or notes, the 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 Board. For the purposes of chapter 268A of the General Laws, the District shall be considered a municipal agency. The members of the Board and employees of the District, together with any person who performs professional services for the District on a part-time, intermittent or consultant basis, such as those of an architect, attorney, engineer, planner, or construction, financial, or real estate expert, shall be special municipal employees.

SECTION 19. The District may make representations and agreements for the benefit of the holders of the District’s bonds and notes or other obligations to provide secondary market disclosure information. The Board or an officer authorized by the Board may make the representations and agreements on behalf of the District or may delegate the authority to any other officer or employee of the District. The agreement may include: (1) covenants to provide secondary market disclosure information; (2) arrangements for such information to be provided with the assistance of a paying agent, trustee, dissemination or other agent; and (3) remedies for breach of such agreements, which remedies may be limited to specific performance.

SECTION 20. The District is a distinct and separate entity from the town and the town shall not be subject to any claims, actions or liabilities resulting from the establishment of the District, its operations or the actions, or inactions of its Board or employees. Obligations of the District shall be solely those of the District and there shall be no recourse against the town on account of or arising from such obligations. The rights of the town and its citizens to access and use of the waterfront as they may have existed prior to the adoption of this act shall not be abridged by this act unless specifically stated herein.

SECTION 21. This act shall be considered 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 considered and construed to be supplemental and additional to, and not in derogation of; powers conferred upon the Board by law; but, insofar as the proceedings of this act are inconsistent with any general or special law, administrative order or regulation, or any resolution or ordinance of the town, this act shall be controlling. Without limiting the generality of the foregoing, no resolution or ordinance of the town requiring ratification by the voters 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 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 town shall be fully applicable to the property, residents and businesses located in the District. Nothing in this act shall in any way obligate the town to pay any costs for the acquisition construction, equipping or operation and administration of the Improvements located within the District.

SECTION 21a. Notwithstanding the description in Section 1 hereof or anything else to the contrary contained in this act, the District shall not include any lands or interests in land now or in

the future owned or held by the Commonwealth of Massachusetts (the “Commonwealth”) or by the Massachusetts Bay Transportation Authority (the “MBTA”); and none of the rights, powers and duties conferred on or granted to the Board and/or the District by this act shall apply to or effect the Commonwealth or the MBTA or any of their lands or interests in land or any of their rights or activities, whether exercised within or without the District, except to the extent the Commonwealth or MBTA otherwise agree in writing..

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

SECTION 23. Provided that all District bonds, notes and other obligations have been paid or satisfied, the town may vote to terminate the District at any time after 35 years from the effective date of this act without further action required of the General Court.

SECTION 24. This act shall take effect upon its passage.