§ 46-25.2-1. Merger — Effective date — Transfer of assets and assumption of liabilities.
(a) Subject to the agreement of the Narragansett Bay water quality management district
commission and a city, town or district, the sewage treatment facilities of such city,
town, or district may be merged with and into the Narragansett Bay water quality management
district commission or acquired by the Narragansett Bay water quality management district
commission; provided, however, the acquisition of any sewage treatment facility requires
the approval of the city or town council in the municipality where the facility is
located. Upon the merger or acquisition, the district or any commission or other governing
authority established by such city or town or the state to manage and operate the
sewage treatment facilities shall cease to have control and authority over the facilities
acquired; provided, however, that all actions shall be taken which are necessary to
preserve any federal funds or federal assistance currently available to or expected
to become available to the city, town, or district for sewage treatment facilities.
The existence of the Narragansett Bay water quality management district commission
shall continue unaffected and unimpaired by said merger or acquisition, and the Narragansett
Bay water quality management district commission shall continue to be governed by
chapter 25 of this title.
(b) The district, the city or town and any commission or governing authority established
by the city or town or the state to manage and operate the sewage treatment facilities
are hereby authorized to and may pass such resolutions, enter into such agreements
and do all things deemed useful and necessary by it to effectuate the merger or acquisition;
and the Narragansett Bay water quality management district commission is hereby authorized
and may pass such resolutions, enter into such agreements and do all things useful
and necessary by it to effectuate the merger or acquisition.
(c) Upon completion, the merger or acquisition shall be certified to the secretary of
state by the executive director of the Narragansett Bay water quality management district
commission.
(d)(1) In accordance with the terms of the merger or acquisition agreement, on the effective
date of the merger or acquisition, all property, real, personal, and mixed, and all
debts due on whatever account, all other choses in action, and all and every other
interest of or belonging to or due to the district or city or town related to the
sewage treatment facilities, shall, unless otherwise agreed to, be taken and deemed
to be transferred to and vested in the Narragansett Bay water quality management district
commission without further act or deed; all persons employed by the district or city
or town related to the sewage treatment facilities on the date of the merger or acquisition
may be deemed employees of the Narragansett Bay water quality management district
commission; and the title to any real estate, or any interest therein, vested in the
district or city or town related to the sewage treatment facilities shall not revert
or be in any way impaired by reason of the merger or acquisition.
(2) In accordance with the terms of the merger or acquisition agreement, the Narragansett
Bay water quality management district commission shall, unless otherwise agreed to,
also be responsible and liable for all the liabilities and obligations of the district
or city or town related to such sewage treatment facilities; and any claim existing
or action or proceeding pending by or against the district or city or town related
to such sewage treatment facilities shall be prosecuted as if the merger or acquisition
had not taken place. Neither the rights of creditors nor any liens upon the property
of the district or city or town related to such sewage treatment facilities shall
be impaired by the merger or acquisition. The merger or acquisition as provided for
herein shall not impair the obligation of any contract or agreement nor abate any
suit, action, or other proceeding lawfully commenced by or against the district or
city or town related to the sewage treatment facilities, or any of its members or
officers in relation to the discharge of their official duties, but a court of competent
jurisdiction may, on motion filed within twelve (12) months after the effective date
of the merger or acquisition, allow such a suit, action, or proceeding to be maintained
by or against the Narragansett Bay water quality management district commission or
any of its commissioners in relation to the discharge of their official duties.
(3) Upon a merger or acquisition as provided herein, should the employees of the merged
facility ("merged employees�) have been represented by a local, subsidiary or affiliate labor organization of
one of the parent labor organizations already representing Narragansett Bay water
quality management district commission employees, then the merged employees shall
be eligible, if appropriate, for accretion into the existing local, subsidiary or
affiliate of the Narragansett Bay water quality management district commission employees;
and provided further, the Narragansett Bay water quality management district commission
shall have no obligation to recognize or bargain with any labor organization which
had represented the merged employees when they were employed by the merged facility.
(e) Upon completion of the acquisition, merger, or consolidation, the district or any
commission or other governing authority established by a city or town or the state
to manage and operate the sewage treatment facilities shall cease to have control
and authority over the facilities acquired and any ordinance, charter provision, public
law, general law, or bylaw governing the district's, commission's or governing authority's
control over the facilities acquired shall be repealed in its entirety.
(f) Subject to the terms of the merger or acquisition agreement employees of the sewage
treatment facility, district, commission, or other governing authority who subsequently
become employees of the Narragansett Bay water quality management district commission
as a result of the acquisition, merger or consolidation, shall be subject to the provisions
of §§ 46-25-8 and 36-9-36, and may be able to utilize their term of service with the sewage treatment facility,
district, commission, or other governing authority, as determined by the executive
director, for the purposes of longevity computation as it applies to wages, vacation
time, and longevity increases. Provided, however, accrued vacation, sick leave, and
all other benefits with the municipality, sewage treatment facility, district, or
other governing authority may be transferred.
(g) Any sewer use fees, charges, and assessments in effect prior to the merger or acquisition
shall remain in effect and may be assessed and collected by the commission in accordance
with §§ 46-25-5(9), 46-25-5(10), 46-25-21, 46-25-22 and 46-25-22.1. Any change in the sewer use fees, charges and assessments shall be subject to the
approval of the public utilities commission.