The Governor, on behalf of this state, is hereby authorized and directed to execute a compact, in substantially the following form, with the State of Alabama; and the Legislature hereby signifies in advance its approval and ratification of such compact, which compact is as follows:
MISSISSIPPI-ALABAMA RAILROAD AUTHORITY COMPACT
The contracting states solemnly agree:
ARTICLE I.
The purpose of this compact is to promote and develop trade, commerce, industry and employment opportunities for the public good and welfare in Mississippi and Alabama through the establishment of a joint interstate authority to acquire certain railroad properties and facilities which the operator thereof has notified the Interstate Commerce Commission of an intention to abandon and which are located in Mississippi or Alabama.
ARTICLE II.
For the purposes of this compact the following terms shall have the following meanings unless the context clearly indicates otherwise:
"Person" means an individual, a corporation, a partnership or any other entity.
"Railroad" means a common carried by railroad as defined in Section 1(3) of Part I of the Interstate Commerce Act (codified as 49 U.S.C.S. Section 1(3)).
"Railroad properties and facilities" means any real or personal property or interest in such property which is owned, leased or otherwise controlled by a railroad or other person, including the authority, and which is used or is useful in rail transportation service, including the foregoing:
Track, roadbed and related structures, including rail, ties, ballast, other track materials, grading, tunnels, bridges, trestles, culverts, elevated structures, station, office buildings used for operating purposes only, repair shops, engine houses and public improvements used or useful in providing rail transportation service;
Communication and power transmission systems for use by railroads;
Signals and interlockers;
Terminal or yard facilities and services to express companies, railroads and their shippers, including ferries, tugs, car floats and related shoreside facilities designed for the transportation of equipment by water; and
Shop or repair facilities or any other property used or capable of being used in providing rail transportation service or in connection with such service or for originating, terminating, improving and expediting the movement of equipment or goods.
"Rail transportation service" means freight and/or passenger rail service.
ARTICLE III.
The states which are parties to this compact (hereinafter referred to as the "party states") do hereby establish and create a joint interstate authority which shall be known as the "Mississippi-Alabama Railroad Authority" (hereinafter referred to as the "authority"). The authority shall be governed and all powers thereof exercised by a board of directors (hereinafter referred as the "board"). The membership of the board shall consist of the Mayor of the Town of Belmont, Mississippi; two (2) other citizens of the State of Mississippi to be appointed by the governing authorities of the Town of Belmont, Mississippi; the Mayor of the City of Red Bay, Alabama, and two (2) other citizens of the State of Alabama to be appointed by the governing authorities of the City of Red Bay, Alabama. Each of the appointive members of the board shall be a qualified elector in a state named in Article I and shall serve for a term of four (4) years. Directors shall be eligible for reelection. If any director should die, resign or become incapable or ineligible to act as a director, a successor thereto for the remaining portion of the unexpired term shall be appointed by the governing body which appointed the director whose unexpired term is to be filled. The board shall hold such regular and special meetings as its business may require and as the board may determine. Any meeting of the board may be adjourned from time to time by a majority of the members present. A majority of the members of the board shall constitute a quorum for the transaction of any business. No vacancy in the membership of the board shall impair the right of a quorum to exercise all powers and duties of the authority. Members of the board shall receive no compensation for their services as directors; however, each member may be reimbursed for expenses actually incurred in the performance of his duties as provided by law. The authority shall adopt rules and regulations for the transaction of its business and the secretary shall keep a record of all its business and furnish copies thereof to each member of the board. The meetings and records of the board and of the authority shall be open to the public. The board shall establish the location of the principal office of the authority, which shall be in one (1) of the states named in Article I. The officers of the authority shall consist of a chairman, a vice chairman, a secretary, a treasurer and such other officers as the board shall deem necessary. The chairman and vice chairman shall be elected by the board from its membership and the chairmanship shall rotate each year among the party states in order of their acceptance of this compact. Neither the secretary nor the treasurer nor any other officer of the authority need be a member of the board. Each officer shall be elected by the board for a term of one (1) year. Officers shall be eligible for reelection. The duties of the officers of the authority shall be such as are customarily performed by such officers and as may be prescribed by the board.
ARTICLE IV.
ARTICLE V.
For the purpose of aiding and cooperating with the authority in the planning, development, undertaking, construction, extension, improvement or operation of railroad properties and facilities, any county, city, town or other political subdivision, public corporation, agency or instrumentality of a party state may, upon such terms and with or without consideration, as it may determine:
ARTICLE VI.
No action or suit shall be brought or maintained against any administrator, executive, manager, officer or member of the board or the authority for or on account of the negligence of the authority or of any such person or its or his agents, servants or employees, in or about the construction, maintenance, operation, superintendence or management of any railroad properties and facilities or other property owned or controlled by the authority.
ARTICLE VII.
Bonds of the authority may be issued at any time and from time to time, may be in such form, either in bearer form with appurtenant coupons (and subject to registration as to principal or interest, or both, all as the board may determine) or in fully registered form without coupons, and in such denominations, may be of such tenor, may be payable in such installments and at such time or times not exceeding forty (40) years from their date, may be payable at such place or places whether within or without any party state, may bear interest at such rate or rates (which may be fixed or which may float or vary based on some index or other standard deemed appropriate by the board), and shall be payable and evidenced in such manner, all as shall not be inconsistent with the provisions of this compact and as may be provided in the proceedings of the board wherein the bonds shall be authorized to be issued. Any bond may be made subject to redemption at the option of the authority at such time or times and at such price or prices and upon such notice or notices and on such terms and in such manner as may be provided in the proceedings of the board wherein the bonds shall be authorized to be issued. Bonds of the authority may be sold at public or private sale in such manner and from time to time as may be determined by the board. The authority may pay all reasonable expenses, premiums, fees and commissions that the board may deem necessary or advantageous in connection with the authorization, sale and issuance of its bonds. All bonds shall contain a recital that they are issued pursuant to the provisions of this compact, which recital shall be conclusive that they have been duly authorized pursuant to the provisions of this compact. Neither a public hearing nor the consent of any agency of any party state or any political subdivision thereof shall be prerequisite to the issuance of bonds by the authority. All bonds issued under the provisions of this compact are hereby made and shall be deemed negotiable instruments.
All bonds issued by the authority shall be payable solely from, and may be secured by a pledge of, the revenues derived by the authority from the operation, leasing or sale of any or all of its railroad properties and facilities and other property, and/or from any other funds made available or to be made available to the authority if so permitted by the terms under which such funds are so made available to the authority. No bonds or notes issued or contracts entered into by the authority shall ever constitute or create an obligation or debt of any party state, or of any county, city or town within any party state or a charge against the credit or taxing powers of any party state or of any county, city or town within any party state.
ARTICLE VIII.
The authority and all contracts made by it shall be exempt from (a) all laws (i) relating to the advertising and award of construction contracts and purchase contracts and (ii) limiting the duration of or requiring competitive bids in connection with any contract to be entered into by any municipality, county, public corporation or other instrumentality, and (b) from all laws relating to or governing usury or prescribing or limiting interest rates. The authority and its contracts and properties shall be exempt from all jurisdiction of and all regulation and supervision by the Public Service Commission or other successor or similar agency of any party state. All bonds or notes issued by the authority, the transfer thereof and the income therefrom shall be exempt from all taxation by each party state and any political subdivision thereof. The authority and all property and income of the authority shall be exempt from all state, county, municipal and other local taxation and from any assessment for public improvements; provided, however, that this exemption shall not be construed to exempt concessionaires, licensees, tenants, operators or lessees of the authority from the payment of any taxes, including licenses or privilege taxes levied by any party state or any county or any municipality in any party state. All documents or instruments of whatever nature or content to which the authority is a party shall be filed for record in any county in any party state without the payment of any tax or fee other than such fee as may be authorized by law for the recording of such documents and instruments. The authority shall be exempt from all income, privilege, license or excise taxes levied by any party state or any county, city, town or other political subdivision thereof in respect to the income, revenue or profits of the authority or the privilege of engaging in any of the activities or powers in which the authority may engage or which the authority may exercise. The authority shall be exempt from all privilege, license or excise taxes levied by any party state or any county, city, town or other political subdivision thereof with respect to tangible personal property purchased or used by the authority.
ARTICLE IX.
Nothing in this compact shall be construed so as to conflict with any existing statute, or to limit the powers of any party state, or to repeal or prevent legislation, or to authorize or permit curtailment or diminution of any other railroad project, or to affect any existing or future cooperative arrangement or relationship between any federal agency and a party state.
ARTICLE X.
This compact shall continue in full force and remain binding upon each party state. At any time when the authority does not have any bonds, notes or other obligations outstanding, including any leases under which the authority is either lessor or lessee, the Legislature of each or either party state may take action to withdraw from this compact; provided, that such withdrawal shall not become effective until six (6) months after the date of the action taken by the Legislature. Notice of such action shall be given to the other party state and the authority by the Secretary of State of the party state which takes such action. Upon withdrawal of a party state from this compact becoming effective as to such party state, the authority shall cease to exist and all rights, title and interest of the authority in property located in the State of Mississippi shall be vested in the Town of Belmont, Mississippi, and all rights, title and interest of the authority in property located in the State of Alabama shall be vested in the City of Red Bay, Alabama.
ARTICLE XI.
The authority shall be a nonprofit corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any person, except that in the event the board shall determine that sufficient provision has been made for the full payment of the expenses, bonds, notes and other obligations of authority, then any net earnings of the authority thereafter accruing shall be equally divided between the Town of Belmont, Mississippi, and the City of Red Bay, Alabama. The authority shall not be appropriated any monies nor shall the authority expend any monies from the State General Fund of Mississippi.
ARTICLE XII.
There is hereby granted to the Governor, to the members of the board of the authority for Mississippi and to any executives or administrators of this compact all the powers provided for in such compact. All officers of the State of Mississippi are hereby authorized and directed to do all things falling within their respective jurisdictions which are necessary or incidental to carrying out the purposes of such compact.
ARTICLE XIII.
The provisions of this compact are severable. If any part of this compact is declared invalid or unconstitutional, such declaration shall not affect the remaining parts thereof.