AN ACT
RELATING TO ECONOMIC DEVELOPMENT; CREATING THE NEW MEXICO EXPOSITION CENTER AUTHORITY FOR THE PURPOSE OF CREATING, CONSTRUCTING, DEVELOPING, OPERATING AND MANAGING AN EXPOSITION CENTER AND RELATED FUNCTIONS; PROVIDING POWERS AND DUTIES; AUTHORIZING THE ISSUANCE OF BONDS AND OTHER OBLIGATIONS; CREATING THE NEW MEXICO EXPOSITION CENTER AUTHORITY OVERSIGHT COMMITTEE; PROVIDING A PENALTY; DECLARING AN EMERGENCY.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW MEXICO:
Section 1. SHORT TITLE.--This act may be cited as the "New Mexico Exposition Center Authority Act".
Section 2. LEGISLATIVE FINDINGS.--The legislature finds that:
A. there is a need for appropriate facilities in this state to enhance, foster, aid, provide and promote transportation, economic development, housing, recreation, education, culture, history and sense of place and for governmental operations necessary to support such activities;
B. there is a need for suitable facilities for expositions, conventions, exhibitions, meetings, banquets and related facilities that will enhance or supplement facilities currently available for these activities in order to promote the state and its counties and municipalities as attractive destinations to convention and visitor industry planners;
C. there is a great tradition in the state involving railway transportation that can be integrated with expositions, conventions and exhibitions and planned commuter rail transportation facilities for the mutual benefit of the state and out-of-state visitors participating in expositions, conventions and exhibitions; and
D. private enterprise alone cannot provide facilities of the type and size to achieve a first-class exposition center, but by establishing an authority to plan, develop, manage and operate a suitable exposition center the state can achieve a great public benefit at the least public cost through the use of leases, concessions and other contractual relationships with private enterprise.
Section 3. DEFINITIONS.--As used in the New Mexico Exposition Center Authority Act:
A. "authority" means the New Mexico exposition center authority;
B. "bond" means a bond, note, certificate of participation or other evidence of indebtedness;
C. "bondholder" or "holder" means a person who is the owner of a bond, whether registered or not;
D. "exposition center" means real or personal property, or any combination thereof, that is owned, leased or otherwise controlled or financed by the authority, located in the participating jurisdictions, other than property owned by the state, commonly known as the "state fairgrounds", located within the exterior boundaries of the city of Albuquerque, that is related to, useful for or in furtherance of one or more purposes authorized by the New Mexico Exposition Center Authority Act, including facilities used for expositions, conventions, exhibitions, displays, meetings, banquets, trade shows, sporting events, arena events, museums, excursion trains, commuter and long-distance rail stations, trolleys, hotels, parking facilities, connection walkways, transportation maintenance yards, rail crossings and other light and heavy rail transportation activities and operations and related facilities, provided such facilities are available for the use by the general public;
E. "participating jurisdiction" means a department, commission, council, board, committee, institution, legislative body, agency, government corporation or educational institution of the state or a political subdivision of the state that is empowered to receive or expend public money, including municipalities and counties;
F. "project" means planning and design work for and development, construction, reconstruction, enlargement, improvement, installation, rehabilitation, remodeling and renovation of the exposition center; and
G. "security" or means bonds, notes or other evidence of indebtedness issued by participating jurisdictions or leases or certificates or other evidence of participation in the lessor's interest in and rights under a lease with participating jurisdictions that are payable from taxes, revenues, rates, charges, assessments or user fees or from the proceeds of funding or refunding bonds, notes or other evidence of indebtedness of a qualified entity or from certificates or evidence of participation in a lease with participating jurisdictions.
Section 4. NEW MEXICO EXPOSITION CENTER AUTHORITY CREATED--MEMBERSHIP--QUALIFICATIONS--QUORUM--MEETINGS-- COMPENSATION--BOND.--
A. There is created a public body politic and corporate, separate and apart from the state, constituting a governmental instrumentality to be known as the "New Mexico exposition center authority" for the performance of essential public functions.
B. The authority shall be composed of fifteen members, including the secretary of finance and administration, the secretary of economic development, the secretary of tourism, the chair of the state transportation commission, the secretary of transportation, the executive director of the New Mexico finance authority, the mayor of the city of Albuquerque, the chair of the Bernalillo county board of county commissioners, the mayor of the city of Santa Fe, the chair of the Santa Fe county board of county commissioners, the executive director of the mid-region council of governments and four members who are residents of the state, at least three of whom are nonresidents of Bernalillo or Santa Fe county, appointed by the governor, with the advice and consent of the senate. The appointed members shall serve at the pleasure of the governor.
C. The appointed members of the authority shall be appointed to four-year terms. The initial members shall be appointed to staggered terms of four years or less, so that the term of at least one member expires on January 1 of each year. Vacancies shall be filled by appointment by the governor for the remainder of the unexpired term. An appointed member shall continue to serve beyond the expiration of the member's term until a new member is appointed. Any member shall be eligible for reappointment.
D. Each appointed member before entering upon the member's duties shall take an oath of office to administer the duties of office faithfully and impartially. A record of the oath shall be filed in the office of the secretary of state.
E. The governor shall designate an appointed member of the authority to serve as chair. The authority shall elect annually one of its members to serve as vice chair. The authority shall appoint and prescribe the duties of such other officers, who need not be members, as the authority deems necessary or advisable, including an executive director and a secretary, who may be the same person. The authority may delegate to one or more of its members, officers, employees or agents such powers and duties as it may deem proper and consistent with the New Mexico Exposition Center Authority Act.
F. The executive director of the authority shall direct the affairs and business of the authority, subject to the policies, control and direction of the authority. The secretary of the authority shall keep a record of the proceedings of the authority and shall be the custodian of all books, documents and papers filed with the authority, the minute book or journal of the authority and its official seal. The secretary shall make copies of all minutes and other records and documents of the authority and give certificates under the official seal of the authority to the effect that the copies are true copies, and all persons dealing with the authority may rely upon the certificates.
G. Meetings of the authority shall be held at the call of the chair or whenever three members shall so request in writing. A majority of members then serving constitutes a quorum for the transaction of any business. The affirmative vote of at least a majority of a quorum present shall be necessary for any action to be taken by the authority. An ex-officio member may designate in writing another person to attend meetings and to act for that member with the same authority as the member. No vacancy in the membership of the authority shall impair the right of a quorum to exercise all rights and perform all duties of the authority.
H. Each member of the authority shall give a bond as provided in the Surety Bond Act. All costs of the surety bonds shall be borne by the authority.
I. The authority is not created or organized, and its operations shall not be conducted, for the purpose of making a profit. No part of the revenues or assets of the authority shall benefit or be distributable to its members, officers or other private persons. The members of the authority shall receive no compensation for their services, but shall be reimbursed for actual and necessary expenses at the same rate and on the same basis as provided for public officers in the Per Diem and Mileage Act.
J. The authority shall not be subject to the supervision or control of any other board, bureau, department or agency of the state except as specifically provided in the New Mexico Exposition Center Authority Act. No use of the terms "state agency" or "instrumentality" in any other law of the state shall be deemed to refer to the authority unless the authority is specifically referred to in the law.
K. The authority may operate the exposition center in the participating jurisdictions in accordance with the purposes expressed in the New Mexico Exposition Center Authority Act.
L. The authority shall be included as a "qualified entity" within the meaning of that term pursuant to the New Mexico Finance Authority Act.
M. The authority shall be included in the definition of "qualifying entity" pursuant to the Local Economic Development Act.
N. The authority shall be included as an "eligible entity" within the meaning of that term pursuant to the Statewide Economic Development Finance Act.
O. The authority is a governmental instrumentality for purposes of the Tort Claims Act.
Section 5. POWERS OF THE AUTHORITY.--The authority may:
A. sue and be sued;
B. adopt and alter an official seal;
C. make and alter bylaws for its organization and internal management and adopt, subject to the review and approval of the New Mexico exposition center authority oversight committee, rules necessary and appropriate to implement the provisions of the New Mexico Exposition Center Authority Act;
D. appoint officers, agents and employees, prescribe their duties and qualifications and fix their compensation;
E. make, enter into and enforce contracts, agreements and other instruments necessary, convenient or desirable in the exercise of the authority's powers and functions and for the purposes of the New Mexico Exposition Center Authority Act;
F. acquire, construct or improve, grant mortgages of, accept mortgages of, otherwise encumber, sell, lease, convey or dispose of real and personal property for its public uses;
G. acquire, construct, improve or hold land, buildings, improvements and other facilities, including equipment for lease, use or occupancy by private enterprise and pledge rentals and other revenues derived therefrom to the payment of operating costs and expenses and to the payment of bonds;
H. make grants to participating jurisdictions for a project for the exposition center;
I. make loans to or purchase securities from participating jurisdictions and contract to make loans to or purchase securities from participating jurisdictions for the exposition center;
J. procure insurance to secure payment on a loan, lease or payment owed to the authority from insurers, including the federal government or its agencies or instrumentalities, as it may deem necessary or desirable, and pay any premiums for that insurance;
K. carry out projects for the development of the exposition center in the participating jurisdictions;
L. fix, revise from time to time, charge and collect rents, fees and other charges in connection with the making of loans or leases, or for services provided by the authority;
M. accept, administer, hold and use all funds made available to the authority from any source;
N. borrow money and issue bonds and provide for the rights of bondholders;
O. establish and maintain reserve and sinking fund accounts to ensure that funds will be available for maintenance of debt service accounts;
P. invest and reinvest its funds and take and hold property as security for the investment of such funds as provided by the New Mexico Exposition Center Authority Act;
Q. employ attorneys, accountants, underwriters, financial advisors, trustees, paying agents, architects, engineers, contractors and such other advisors, consultants and agents as may be necessary and fix and pay their compensation;
R. apply for and accept gifts, grants or loans of property, funds, services or aid in any form from the United States or its agencies or instrumentalities, from the state or its agencies or instrumentalities or from a person and comply, subject to the provisions of the New Mexico Exposition Center Authority Act, with the terms and conditions of the gifts, grants or loans, including pledges or guarantees that may be required in connection with the gifts, grants or loans;
S. maintain one or more offices in the participating jurisdictions as it may determine;
T. subject to an agreement with bondholders:
(1) renegotiate a loan, lease, agreement or other obligation;
(2) consent to a modification of the terms of a loan, lease, agreement or other obligation; and
(3) purchase bonds, which may upon purchase be canceled;
U. operate and manage the exposition center in one or more participating jurisdictions and pledge the revenues from the exposition center to the payment of bonds in accordance with the provisions of the New Mexico Exposition Center Authority Act;
V. authorize the engagement of a person, public or private, including an entity engaged in the business of managing exposition and convention centers, as the authority may select upon terms and for periods as the authority may deem appropriate;
W. notwithstanding the provisions of the Procurement Code, enter into contracts to carry out any of its powers granted in the New Mexico Exposition Center Authority Act, including the planning, design, engineering and financing of exhibition center projects, with a master developer, the developer of a specific exhibition center project, contractors, owners or other persons or entities, on terms that the authority shall determine to be appropriate; and
X. do any and all things necessary or convenient to carry out its purposes and exercise the powers given and granted in the New Mexico Exposition Center Authority Act.
Section 6. PURCHASES IN NAME OF THE AUTHORITY-- DOCUMENTATION.--
A. All tangible and intangible property, real and personal property and securities purchased, held or owned by the authority shall be purchased and held in the name of the authority, or may be mortgaged, assigned or otherwise encumbered as security for the repayment of bonds issued by the authority.
B. All securities purchased by the authority, upon delivery to the authority, shall be accompanied by all documentation required by the authority and shall include an approving opinion of recognized bond counsel, certification and guarantee of signatures and certification as to no litigation pending as of the date of delivery of the securities challenging the validity or issuance of such securities.
Section 7. BONDS OF THE AUTHORITY--USE--SECURITY.--
A. The authority may issue and sell bonds in principal amounts it considers necessary to provide sufficient money for the purposes of the New Mexico Exposition Center Authority Act, including:
(1) purchase of securities;
(2) making loans through the purchase of securities;
(3) making grants for projects from money available to the authority;
(4) the financing of a project located in whole or in part in a participating jurisdiction for use in connection with the exposition center;
(5) the payment, funding or refunding of the principal of or interest or redemption premiums on bonds issued by the authority, whether the bonds or interest to be paid, funded or refunded have or have not become due;
(6) the establishment or increase of reserves or sinking funds to secure or to pay principal, premium, if any, or interest on bonds issued by the authority; and
(7) the payment of other costs or expenses of the authority incident to and necessary or convenient to carry out its corporate purposes and powers.
B. Except as otherwise provided in the New Mexico Exposition Center Authority Act, bonds issued by the authority shall be obligations of the authority payable solely from revenues, income, fees, charges or funds of the authority that may, pursuant to the provisions of the New Mexico Exposition Center Authority Act, be pledged to the payment of those obligations, and the bonds shall not create an obligation, debt or liability of the state. No breach of a pledge, obligation or agreement of the authority shall impose a pecuniary liability or a charge upon the general credit or taxing power of the state or a political subdivision of the state.
C. As security for the payment of the principal, interest or premium, if any, on bonds issued by the authority, the authority may pledge, transfer and assign:
(1) an obligation that is payable to the authority, including rents, lease payments and other use or occupancy fees or charges owing to the authority in connection with the leasing, use or occupancy of real or personal property;
(2) the revenues of the authority derived from loan payments, rents, fees, charges or other payments, with respect to or derived from any property acquired, constructed, furnished or equipped with the proceeds of bonds after provision for the reasonable cost of operating, maintaining and repairing that property of the authority;
(3) the revenues to meet the costs of operating, maintaining and repairing the real and personal property of the authority and to meet the interest and principal requirements of the bonds issued by the authority and establish and maintain reserves pursuant to covenants of the authority to maintain rates and charges that will produce such revenues;
(4) any grant, subsidy or contribution from the United States or its agencies or instrumentalities; or
(5) any income, revenues, funds or other money of the authority from any other source authorized for that pledge, transfer or assignment.
Section 8. BONDS--AUTHORIZATION FOR ISSUANCE--TERMS AND CONDITIONS.--
A. Bonds of the authority shall be authorized by resolution of the authority and may be issued in one or more series. The bonds shall bear the dates, be in the form, be issued in the denominations, have terms and maturities, bear interest at rates and be payable and evidenced in the manner and times as the resolution of the authority or the trust agreement securing the bonds provides. The bonds may be redeemed with or without premiums prior to maturity, may be ranked or assigned priority status and may contain provisions not inconsistent with this subsection.
B. Bonds issued by the authority may be sold at any time at private or public sale at the prices agreed upon by the authority.
C. Bonds of the authority may be issued pursuant to the New Mexico Exposition Center Authority Act without obtaining the consent of any agency of the state and without any other proceeding or condition other than the proceedings or conditions specified in the New Mexico Exposition Center Authority Act.
D. Bonds issued by the authority are negotiable instruments for all purposes of the Uniform Commercial Code, subject only to the provisions of the bonds for registrations.
E. A resolution for the issuance of bonds shall provide that each bond authorized shall recite that it is issued by the authority. The recital shall clearly state that the bonds are in full compliance with all the provisions of the New Mexico Exposition Center Authority Act.
Section 9. BONDS SECURED BY TRUST INDENTURE.--Bonds of the authority may be secured by a trust indenture between the authority and a corporate trustee that may be either a bank having trust powers or a trust company. The trust indenture may contain reasonable provisions for protecting and enforcing the rights and remedies of bondholders, including covenants setting forth the duties of the authority in relation to the exercise of its powers and the custody, use and investment of money. The authority may provide by the trust indenture for the payment of the proceeds of the bonds and the revenue to the trustee under the trust indenture or other depository for disbursement with safeguards as the authority determines necessary.
Section 10. PUBLICATION OF NOTICE--VALIDATION--LIMITATION OF ACTION.--
A. After adoption of a resolution authorizing issuance of bonds, the authority shall publish notice of the adoption of the resolution once in a newspaper of general statewide circulation.
B. After the passage of thirty days from the publication required by Subsection A of this section, an action attacking the validity of the proceedings had or taken by the authority preliminary to and in the authorization and issuance of the bonds described in the notice is perpetually barred.
Section 11. REFUNDING BONDS.--The authority may issue its bonds for the purpose of refunding bonds then outstanding, including the payment of redemption premiums and interest accrued or to accrue to the date of redemption of the outstanding bonds. Until the proceeds of the bonds issued for the purpose of refunding outstanding bonds are applied to the purchase or retirement of the outstanding bonds or the redemption of the outstanding bonds, the proceeds may be placed in escrow and be invested and reinvested. The interest, income and profits, if any, earned or realized on an investment may, in the discretion of the authority, also be applied to the payment of the outstanding bonds to be refunded by purchase, retirement or redemption, as the case may be. After the terms of the escrow have been fully satisfied and carried out, a balance of proceeds and interest, if any, earned or realized on the investments of proceeds and interest may be returned to the authority for use by it in a lawful manner. Refunding bonds shall be issued and secured and shall be subject to the provisions of the New Mexico Exposition Center Authority Act in the same manner and to the same extent as any other bonds issued pursuant to the New Mexico Exposition Center Authority Act.
Section 12. REMEDIES OF BONDHOLDERS.--A holder of bonds issued by the authority or a trustee under a trust indenture entered into pursuant to the New Mexico Exposition Center Authority Act, except to the extent that its rights are restricted by a bond resolution or trust indenture authorized pursuant to the bond resolution, may protect and enforce, by a suitable form of legal proceedings, rights under the laws of this state or granted by the bond resolution or trust indenture authorized pursuant to the bond resolution. These rights include the right to compel the performance of the duties of the authority required by the New Mexico Exposition Center Authority Act or the bond resolution and to enjoin unlawful activities.
Section 13. AGREEMENT OF THE STATE.--The state pledges to and agrees with the holder of a bond issued pursuant to the New Mexico Exposition Center Authority Act that the state will not limit or alter the rights vested in the authority to fulfill the terms of agreements made with the bondholder or in any way impair the rights and remedies of that bondholder until the bond together with the interest thereon, with interest on any unpaid installments of interest, and all costs and expenses in connection with an action or proceeding by or on behalf of that bondholder, are fully met and discharged. The authority may include this pledge and agreement of the state in any agreement with a bondholder.
Section 14. BONDS--LEGAL INVESTMENT FOR PUBLIC OFFICERS AND FIDUCIARIES.--Bonds issued by the authority shall be legal investments in which all insurance companies, banks and savings and loan associations organized under the laws of the state, public officers and public bodies and all administrators, guardians, executors, trustees and other fiduciaries may properly and legally invest funds.
Section 15. TAX EXEMPTION.--
A. The creation of the authority is in all respects for the benefit of the people of the state, for the improvement of their health and welfare and for the promotion of projects for the exposition center pursuant to the New Mexico Exposition Center Authority Act. These purposes are public purposes and the authority will be performing an essential governmental function in the exercise of its powers with the purchasers and subsequent holders and transferees of bonds issued by the authority, in consideration of the acceptance of and payment for the bonds. Bonds issued pursuant to the New Mexico Exposition Center Authority Act and the income from the bonds shall at all times be free from taxation by the state, except for estate or gift taxes and taxes on transfers.
B. The property, income and operations of the authority shall be exempt from taxation of every kind and nature.
Section 16. MONEY OF THE AUTHORITY--EXPENSES--AUDIT--ANNUAL REPORT.--
A. Money of the authority, except as otherwise authorized or provided in the New Mexico Exposition Center Authority Act or in a bond resolution, trust indenture or other instrument under which bonds are issued, shall be deposited as soon as practicable in a separate account or accounts in banks or trust companies organized under the laws of this state. Deposits of money shall be secured, if required by the authority, in such a manner as the authority determines to be prudent. Banks or trust companies may give security for deposits of the authority.
B. Subject to the provisions of any contract with bondholders, the authority shall prescribe a system of accounts.
C. Money held by the authority that is not needed for immediate disbursement, including funds held in reserve, may be deposited with the state treasurer for short-term investment pursuant to Section 6-10-10.1 NMSA 1978 or may be invested in direct and general obligations of or obligations fully and unconditionally guaranteed by the United States, obligations issued by agencies of the United States, obligations of this state or any political subdivision of the state, interest-bearing time deposits, commercial paper issued by corporations organized and operating within the United States and rated "prime" quality by a national rating service, other investments permitted by Section 6-10-10 NMSA 1978 or as otherwise provided by the trust indenture or bond resolution, if the funds are pledged for or secure payment of bonds issued by the authority.
D. The authority shall have an audit of its books and accounts made at least once each year by the state auditor or by a certified public accounting firm whose proposal has been reviewed and approved by the state auditor. The cost of the audit shall be an expense of the authority. Copies of the audit shall be submitted to the governor and the New Mexico exposition center authority oversight committee and made available to the public.
E. The authority shall submit a report of its activities to the governor and to the legislature not later than December 1 of each year. Each report shall set forth a complete operating and financial statement covering its operations for that year.
Section 17. CORPORATE EXISTENCE.--The authority and its corporate existence shall continue until terminated by law, provided that no termination by law shall take effect so long as the authority has bonds or other obligations outstanding, unless adequate provision has been made for the payment of those obligations. Upon termination of the existence of the authority, all its rights and properties in excess of its obligations shall pass to and be vested in the state.
Section 18. PROHIBITED ACTIONS.--The authority shall not:
A. deal in securities within the meaning of or subject to securities law, securities exchange law or securities dealer law of the United States or the state or of another state or jurisdiction, domestic or foreign, except as authorized in the New Mexico Exposition Center Authority Act; or
B. issue bills of credit or accept deposits of money for time on demand deposit or administer trusts or engage in any form or manner, or in the conduct of, a private or commercial banking business, or act as a savings bank or savings and loan association or another kind of financial institution except as authorized in the New Mexico Exposition Center Authority Act.
Section 19. CONFLICTS OF INTEREST--PENALTY.--
A. If a member, officer or employee of the authority has an interest, either direct or indirect, in a contract to which the authority is or is to be a party, that interest shall be disclosed to the authority in writing and shall be set forth in the minutes of the authority. The member, officer or employee having that interest shall not participate in an action by the authority with respect to that contract.
B. A person who has a conflict of interest as provided in this section and participates in a transaction involving that conflict of interest or fails to notify the authority of the conflict is guilty of a misdemeanor and upon conviction shall be sentenced to imprisonment in the county jail for a definite term of not more than one year or to the payment of a fine of not more than one thousand dollars ($1,000), or both.
Section 20. CUMULATIVE AUTHORITY.--The New Mexico Exposition Center Authority Act shall be deemed to provide an additional and alternative method for the doing of the things it authorizes and shall be regarded as supplemental and additional to powers conferred by other laws and shall not be regarded as in derogation of any powers now existing; provided that the issuance of bonds under the provisions of the New Mexico Exposition Center Authority Act need not comply with the requirements of any other law applicable to the issuance of bonds.
Section 21. NEW MEXICO EXPOSITION AUTHORITY OVERSIGHT COMMITTEE.--There is created a joint interim legislative committee that shall be known as the "New Mexico exposition center authority oversight committee". The New Mexico legislative council shall determine the membership of the committee and shall appoint the members and designate the chair and the vice chair in accordance with council policies. The staff for the committee shall be provided by the legislative council service.
Section 22. COMMITTEE DUTIES.--The New Mexico exposition center authority oversight committee shall:
A. monitor and oversee the operation of the authority;
B. meet on a regular basis to receive and review reports from the authority on implementation of the provisions of the New Mexico Exposition Center Authority Act and to review and approve rules proposed for adoption by the authority;
C. oversee and monitor proposed projects for the exposition center in participating jurisdictions;
D. provide advice and assistance to the authority and cooperate with the executive branch of state government and participating jurisdictions on planning, setting priorities for and financing of projects for the exposition center; and
E. report its findings and recommendations, including recommended legislation, to the governor and to each session of the legislature. The report and proposed legislation shall be made available on or before December 15 each year.
Section 23. SEVERABILITY.--If any part or application of the New Mexico Exposition Center Authority Act is held invalid, the remainder or its application to other situations shall not be affected.
Section 24. EMERGENCY.--It is necessary for the public peace, health and safety that this act take effect immediately.