Majority
OPINION OF THE COURT
These consolidated appeals involve the validity of New York City’s proposed sale of its Water System to the City Water Board, financed by bonds to be issued by the City Water Finance Authority. Although several complex issues are raised, the threshold question — which is dispositive — is one of straightforward statutory interpretation: does the New York City Municipal Water Finance Authority Act permit the Authority to issue bonds to finance this particular purchase? Like the courts below, we conclude that the statute does not permit the proposed transaction and it therefore cannot be consummated.
The Water System encompasses both water and sewer systems. The water system alone includes 19 upstate reservoirs providing, on average, 1.5 billion gallons of water per day to approximately 8 million residents of New York City and neighboring Westchester County; more than 340 miles of aqueducts and tunnels; approximately 5,800 miles of distribution mains and pipes; and various treatment and pumping facilities. The sewer system includes 14 sewage treatment plants, handling a daily average of 1.5 billion gallons of sewage flow, as well as more than 6,300 miles of pipes and associated facilities. The City’s Department of Environmental Protection (DEP) is responsible for the operation, maintenance and improvement of the Water System.
In 1984, in the aftermath of the City’s financial crisis, the Legislature enacted the New York City Municipal Water Finance Authority Act (L 1984, chs 513-515). As the Legislature declared, alternative financing methods must be available to the City in order to insure the availability of "the capital necessary to maintain the city’s water and sewer systems in an adequate condition so that they continue to provide vital water and sewer services to the public” (L 1984, ch 513, § 1 [reprinted in McKinney’s Cons Laws of NY, Public Authorities Law § 1045-a, Book 42, Legislative Findings and Declaration of Purpose, at 601]).
To this end, the Act created two entities, the New York City Municipal Water Finance Authority and the New York City Water Board (Public Authorities Law §§ 1045-c, 1045-f, 1046). The central function of the Authority is to provide revenue bond financing for improvements to the City’s water and sewer infrastructure (Public Authorities Law §§ 1045-c, 1045-d [3], [12], [14]; § 1045-o [1]). The Board’s main function is to provide sufficient funds — through fixing and collecting water and sewer charges and other revenues — for the City to operate and maintain the Water System and for the Authority to service water and sewer debt (Public Authorities Law § 1045-g [4]; § 1045-j [1]).
The Act also permits the City, the Board and the Authority to enter into agreements related to the Water System. The Mayor can, for example, "enter into an agreement with the water board for the transfer to the water board, for use in the exercise of its corporate powers and purposes, the sewerage system or water system, or both, of the city as the same shall be owned by the city” (Public Authorities Law § 1045-h [1]). The Board, moreover, can take title to the Water System and enter into contracts necessary to do so (Public Authorities Law §§ 1045-g [5], [9]). The City, the Board and the Authority additionally "may enter into agreements for the purpose of providing for the construction and financing of a water project” (Public Authorities Law § 1045-i [1]).
In early 1995, confronted with a budget deficit, appellant Mayor Rudolph W. Giuliani proposed sale of the Water System to the Board — in effect, a buyout of the lease — for $2.3 billion payable over four years, with the Authority to issue bonds in that amount to finance the purchase. This figure represented the maximum estimated payments that the Board would pay under the remaining years of the lease, discounted to present value. Of the proceeds, $1.3 billion would be applied to retiring the City’s pre-1984 water and sewer debt. The remaining $1 billion would be spent on non-Water System-related capital projects in the City.
On June 14,1995, the City Council approved the 1996 budget, incorporating the proposed allocation of proceeds, including some $200 million for Board of Education capital projects and $200 million for other City capital projects. Shortly thereafter, respondent Comptroller Alan G. Hevesi announced that because the proposed sale was "not in the best interests of the people of our city and their future well-being,” he would veto the resolution authorizing issuance of the bonds. On November 18, 1995, the City, joined by the Authority and the Board, sought both a declaratory judgment that the Comptroller had acted in excess of his powers and an injunction directing the Comptroller to make the arrangements necessary for the bond sale.
Meanwhile, the City had been considering the possible environmental effects of the proposed sale. As lead agency under the State Environmental Quality Review Act (SEQRA), the Mayor prepared an Environmental Assessment Statement which recognized that the proposed sale was a "Type I” transaction but nevertheless concluded that no Environmental Impact Statement was required. As a result, on December 6, 1995, the Mayor’s office issued a negative declaration. Five
In both actions the City sought summary judgment. Supreme Court denied the City’s motion and granted the Comptroller summary judgment dismissing the complaint on the ground that the bond issuance was not authorized by the governing statute. The court granted the City summary judgment in the second action, ruling that the NRDC plaintiffs lacked standing to bring two of their causes of action and that their remaining claims were either moot or meritless. In each action, the Appellate Division modified ( 228 AD2d 348 ). While holding that the Act did not authorize the proposed financing scheme the Appellate Division added that if, as planned, sale proceeds were used by the City for purposes unrelated to the Water System, the water user fees charged by the Board would constitute an unconstitutional tax, especially on ratepayers outside the City. The court, moreover, held that the NRDC plaintiffs lacked standing to challenge the bond issuance because they could not demonstrate injury-in-fact and that they were entitled to relief on their SEQRA/CEQR claims.
Concluding that the proposed financing plan is not authorized by the controlling statute, we now affirm dismissal of the City’s complaint on that ground alone, which renders it unnecessary for us to consider any of the remaining issues.
Analysis
The threshold question before us, as it was below, is whether the Act sanctions the proposed bond issuance. To answer this question, we look to the statutory language, which allows the Authority to issue bonds "in such principal amounts as it may determine to be necessary to pay the cost of any water project or water projects, or for any other corporate purposes” (Public Authorities Law § 1045-o [1]). Thus, use of the Authority’s debt power is permissible only if the purchase of the Water System on the terms proposed is of a "water project” or furthers "other corporate purposes” of the Authority. We conclude that the proposed transaction falls into neither category.
The Water System is not a "water project.” The defined terms "water system” and "sewerage system,” taken together,
That the term "water project” does not include the transfer of the entire Water System is further underscored by provisions of the Act differentiating between the two. Section 1045-g (6) of the Public Authorities Law distinguishes between "providing] a means whereby the authority shall finance the cost of constructing water projects,” and providing a means whereby "the water board may agree to assume title to the water or sewerage system” (emphasis added). At another point, section 1045-i (2) (vi) states that the water project agreement "may provide for the transfer by the city to the water board * * * of ownership of the sewerage system or water system, or both, as the case may be, of which such project will form a part by the city” (emphasis added). Belatedly, section 1045-i (2) (vii) mandates that the water project agreement "shall provide for the construction and completion of such water project by the city and for the operation, maintenance and repair thereof as an integrated part of the system of which such water project forms a part” (emphasis added).
Thus, we conclude that, in permitting the Authority to issue bonds to cover necessary costs, the Legislature contemplated that a "water project” would be a component of the Water System, not the Water System itself.
Nor is issuance of bonds to fund this particular transaction among the "other corporate purposes” of the Authority.[1] Nowhere is there a hint that, the Authority’s purposes include the raising of revenues for unrelated City capital projects— quite the reverse is true.
1 One of the "corporate purposes” of the Authority is to issue bonds to retire outstanding City water and sewer debt. We note that the legality of *38 the $1.3 billion portion of the proposed transaction that would be used to retire water and sewer debt has not been challenged as unauthorized.
"[T]he maintenance of water supply systems and the development of new sources of supply in and for the city of New York, and the collection, treatment and disposal of sewage in a safe, sanitary and efficient manner are required to enhance the achievement of statewide goals of protecting public health, promoting conservation of scarce natural resources and stimulating economic growth.” (L 1984, ch 513, § 1 [reprinted in McKinney’s Cons Laws of NY, op. cit., at 601].)
After recognizing that the use of other methods of financing besides general obligation borrowing, which was expanding rapidly at the time, would benefit the City’s over-all capital program, the Legislature stated that one of these alternatives— issuance of bonds secured by local water and sewer user fees and other revenues — should be used to address the capital needs of the water and sewer system (id., at 601-602). Finally, the Legislature noted that a new "single-purpose” entity — the Authority — was being created "to assist such city in financing water and sewer system improvements through the issuance of such securities” (id., at 602 [emphasis added]).
The legislative history is replete with similar expressions of intention. The Governor in his Approval Memorandum, for example, emphasized that the City’s "need for water and sewer capital improvements * * * is manifest” and that the legislation would "assure that the City’s water supply and sewer system receive the capital financing they require at the least cost to the taxpayers” (Governor’s Approval Mem, Bill Jacket, L 1984, ch 513 [reprinted in 1984 McKinney’s Session Laws of NY, at 3610]). Supporters of the bill urged that creation of the Authority would enable the City to complete construction of a third water tunnel, a project that had been halted because of a shortage of funds, and would allow the City to pay for other long-overdue improvements to the Water System (see, e.g., Mem of NY State AFL-CIO, Bill Jacket, L 1984, ch 513).
The Division of the Budget, in offering its recommendation for approval of the legislation, acknowledged that revenue
Thus, funding the City’s general capital needs was not among the "corporate purposes” of the Authority.[2]
The statutory language, amply buttressed by the legislative history, supports the result reached by both the trial court and the Appellate Division: the proposed transaction is unauthorized and cannot proceed.
We reach this determination giving effect to the plain meaning of the words used in the statute, and thereby implementing the intent of the Legislature, as we are obliged to do. This is precisely what the Court did in Comereski v City of Elmira when it read the words of the statute to "mean just what they say” ( 308 NY 248 , 254), and we decline to adopt the City’s proffered new statutory interpretation standard that municipal bond arrangements must be upheld unless "patently illegal.” As is pellucidly clear in the case law, the deference exemplified by the "patently illegal” standard added in Comereski is most appropriate in reviewing challenges to municipal
2 The City argues that invalidating the proposed bond issuance here calls into question bonds issued to finance water system sales by the Cities of Albany and Buffalo. While neither of those transactions is before us, we note certain distinctions from the present case. As the record indicates, in the Albany transaction the Authority paid the City only what was required to reimburse the City for water-related debt and expenditures (see, n 1, supra). Prior to the transfer of the water system in Buffalo, the Buffalo Municipal Water Finance Authority Act was amended by the Legislature to provide that "any moneys received by the city in consideration for the transfer of such water system to the water board may be deposited in the general fund of the city and used for any lawful city purpose” (Public Authorities Law § 1048-h [2]).
Accordingly, the order of the Appellate Division should be modified, with costs to respondents, by reinstating the respective judgments of Supreme Court, New York County, dismissing the complaint in each action and, as so modified, affirmed.
Judges Titone, Bellacosa, Smith, Levine, Ciparick and Wesley concur.
Order modified, etc.
Cases cited
- Hotel Dorset Co. v. Trust for Cultural Resources 46 NY2d 358 p. 29, p. 31, p. 40
- Wien v. Beame 43 NY2d 326 p. 29, p. 31
- Wein v. Levitt 42 NY2d 300 p. 29, p. 31
- Wein v. State 39 NY2d 136 p. 29, p. 31, p. 40
- Wein v. City of New York 36 NY2d 610 p. 29, p. 31, p. 40
- Robertson v. Zimmermann 268 NY 52 p. 29, p. 32
- Bugeja v. City of New York 24 AD2d 151 p. 29, p. 33
- Bugeja v. City of New York 17 NY2d 606 p. 29, p. 33
- Union Free School District No. 3 v. Town of Rye 280 NY 469 p. 29, p. 31
- Schulz v. State 84 NY2d 231 p. 29, p. 31, p. 40
- Wein v. Comptroller of New York 46 NY2d 394 p. 29, p. 31, p. 32, p. 33
- Comereski v. City of Elmira 308 NY 248 at 254 p. 29, p. 31, p. 39
- Andrello v. Dulan 49 Misc 2d 17 p. 29
- Battista v. Board of Estimate 51 Misc 2d 962 p. 29, p. 31
- Wholesale Laundry Board of Trade, Inc. v. City of New York 64 Misc 2d 567 p. 29, p. 31
- Heritage Co. v. Village of Massena 151 Misc 2d 587 p. 29
- Heritage Co. v. Village of Massena 192 AD2d 1039 p. 29
- Church of Christ the King, Inc. v. City of Yonkers 115 Misc 2d 461 p. 29, p. 30
- Layer v. City of Buffalo 274 NY 135 p. 29
- Coconato v. Town of Esopus 152 AD2d 39 p. 29, p. 30, p. 31
- Torsoe Bros. Construction Corp. v. Board of Trustees 49 AD2d 461 p. 29, p. 30, p. 31
- Albany Area Builders Ass'n v. Town of Guilderland 141 AD2d 293 p. 29, p. 30, p. 31
- Albany Area Builders Ass'n v. Town of Guilderland 74 NY2d 372 p. 29, p. 31
- County of Oneida v. Berle 49 NY2d 515 p. 29
- Dondi v. Jones 40 NY2d 8 p. 29
- People ex rel. Schieffelin v. Walker 247 NY 320 p. 29
- People ex. rel. West Side Street Railway Co. v. Barnard 110 NY 548 p. 29
- Cohalan v. Caputo 94 AD2d 742 p. 29
- City of New York v. New York State Division of the Budget 160 Misc 2d 1028 p. 29
- New York Public Interest Research Group, Inc. v. Carey 42 NY2d 527 p. 29, p. 31
- Prodell v. State 211 AD2d 966 p. 29
- Cuomo v. Long Island Lighting Co. 71 NY2d 349 p. 29
- Remsen Apartments, Inc. v. Nayman 89 AD2d 1014 p. 29
- Remsen Properties, Inc. v. Nayman 58 NY2d 1083 p. 30
- Saxton v. Carey 61 AD2d 645 p. 30
- Beer Garden, Inc. v. New York State Liquor Authority 79 NY2d 266 p. 30
- Duell v. Condon 84 NY2d 773 p. 30
- Watergate II Apartments v. Buffalo Sewer Authority 46 NY2d 52 p. 30
- Kurcsics v. Merchants Mutual Insurance 49 NY2d 451 p. 30
- Alliance of American Insurers v. Chu 77 NY2d 573 p. 30
- Boreali v. Axelrod 71 NY2d 1 p. 30
- Campagna v. Shaffer 73 NY2d 237 p. 30
- Southland Corp. v. Attorney-General of New York 148 Misc 2d 390 p. 30
- In re the City of New York 158 Misc 2d 378 p. 30
- Greater Poughkeepsie Library District v. Town of Poughkeepsie 81 NY2d 574 p. 30, p. 31
- Mobil Oil Corp. v. Town of Huntington 85 Misc 2d 800 p. 30
- People v. Board of Managers of New City Condominiums 123 Misc 2d 188 p. 30
- Schultz Management v. Board of Standards 64 NY2d 1057 p. 30
- Mazgulski v. Lewis 118 Misc 2d 600 p. 30
- Mazgulski v. Lewis 63 NY2d 992 p. 30
- Pastoriza v. State 108 AD2d 605 p. 30
- Zuckerman v. City of New York 49 NY2d 557 p. 30
- Friends of Animals, Inc. v. Associated Fur Manufacturers, Inc. 46 NY2d 1065 p. 31
- Jewish Reconstructionist Synagogue of North Shore, Inc. v. Incorporated Village of Roslyn Harbor 40 NY2d 158 p. 31
- Incorporated Village of Cornwall v. Environmental Protection Administration 45 AD2d 297 p. 31
- In re the Board of Water Supply ex rel. City of New York 211 NY 174 p. 31
- New York Telephone Co. v. City of Amsterdam 200 AD2d 315 p. 31
- New York State Coalition for Criminal Justice, Inc. v. Coughlin 64 NY2d 660 p. 32, p. 33
- Schulz v. State 187 AD2d 789 p. 32
- Schulz v. State 217 AD2d 393 p. 32
- Schulz v. De Santis 218 AD2d 256 p. 32
- Schulz v. Cobleskill-Richmondville Central School District Board of Education 197 AD2d 247 p. 32
- Society of Plastics Industry, Inc. v. County of Suffolk 77 NY2d 761 p. 32, p. 33
- Dairylea Cooperative, Inc. v. Walkley 38 NY2d 6 p. 32, p. 33
- Waybro Corp. v. Board of Estimate 67 NY2d 349 p. 32, p. 33
- Neville v. Koch 79 NY2d 416 p. 32
- Akpan v. Koch 75 NY2d 561 p. 32
- Jackson v. New York State Urban Development Corp. 67 NY2d 400 p. 32
- Har Enterprises v. Town of Brookhaven 74 NY2d 524 p. 32
- Town of Yorktown v. New York State Department of Mental Hygiene 59 NY2d 999 p. 32
- H.O.M.E.S. v. New York State Urban Development Corp. 69 AD2d 222 p. 32
- Industrial Liaison Committee of Niagara Falls Area Chamber of Commerce v. Williams 72 NY2d 137 p. 32
- Schulz v. New York State Department of Environmental Conservation 200 AD2d 793 p. 32
- Friends of Van Voorhis Park, Inc. v. City of New York 216 AD2d 259 p. 32
- Coalition for Responsible Planning, Inc. v. Koch 148 AD2d 230 p. 32
- People v. Finnegan 85 NY2d 53 p. 32
- Nielsen v. Planning Board of Town of East Hampton 110 AD2d 767 p. 32
- Devitt v. Heimbach 58 NY2d 925 p. 32
- Schenectady Chemicals, Inc. v. Flacke 83 AD2d 460 p. 32
- Industrial Liaison Committee v. Williams 131 AD2d 205 p. 32
- Symphony Space, Inc. v. Pergola Properties, Inc. 88 NY2d 466 p. 33
- Metropolitan Transportation Authority v. Bruken Realty Corp. 67 NY2d 156 p. 33
- Connor v. Cuomo 161 Misc 2d 889 p. 33
- In re District Attorney 58 NY2d 436 p. 33
- Oil Heat Institute of Upstate New York v. Public Service Commission 90 AD2d 942 p. 33
- Lakeland Water District v. Onondaga County Water Authority 24 NY2d 400 p. 33
- Tuxedo Conservation & Taxpayers Ass'n v. Town Board 96 Misc 2d 1 p. 33
- Schulz v. State 81 NY2d 336 p. 33