Senate Bill 3015

AN ACT TO AUTHORIZE THE GOVERNING AUTHORITIES OF THE CITY OF BILOXI, MISSISSIPPI, TO MAKE IMPROVEMENTS TO THE POINT CADET PROPERTY THAT IS JOINTLY OWNED BY THE CITY AND THE STATE FOR THE PURPOSES OF ESTABLISHING A MISSISSIPPI OYSTER AQUACULTURE AND CONSERVATION CENTER WITH PUBLIC OFF-LOADING DOCK FOR OYSTERMEN AND OYSTER AQUACULTURE FARMERS, A MISSISSIPPI SEAFOOD MARKETPLACE, A MISSISSIPPI DEEP SEA FISHING TOURNAMENT AND CONSERVATION CENTER, AND RELATED FACILITIES AND USES, AND TO ISSUE MUNICIPAL REVENUE BONDS TO CONSTRUCT THESE FACILITIES AND TO AUTHORIZE CERTAIN STATE AND INSTITUTIONS OF HIGHER LEARNING (IHL) RENTS FROM THE POINT CADET LEASING FUND TO BE DISBURSED TO THE POINT CADET WATERFRONT ENTERPRISE FUND FOR FINANCING THE FACILITIES AUTHORIZED BY THIS ACT; AND FOR RELATED PURPOSES.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:

SECTION 1. As used in this act, the following terms shall have the following meanings unless a different meaning is clearly indicated by the context in which they are used:

(a) "Bonds" means bonds, notes or any other evidence of indebtedness issued pursuant to this act, including any bonds issued to refund bonds.

(b) "City" means the City of Biloxi, Mississippi.

(c) "Covacevich Compromise and Settlement Agreement" or "CCSA" means that agreement, entered on August 15, 2002, by and between the state and city, and all existing and future amendments to it.

(d) "Covacevich Property" means that property described in the CCSA and held as a tenancy in common by the city and state, in which the city holds a vested undivided one-half (1/2) interest and the state holds a vested undivided one-half (1/2) interest, as more fully described in the CCSA, recorded in Deed Book 390, Page 628, in the land records of the Chancery Clerk of the Second Judicial District of Harrison County.

(e) "Governing authorities" means the mayor and city council of the City of Biloxi, Mississippi.

(f) "DMR" means the Mississippi Department of Marine Resources.

(g) "IHL" or "board of trustees" means the Board of Trustees of State Institutions of Higher Learning, for itself and on behalf of the University of Southern Mississippi and the Gulf Coast Research Laboratory.

(h) "Point Cadet Compromise and Settlement Agreement" or "PCCSA" means that agreement, entered on August 15, 2002, by and between IHL, the state, the city, and Riverboat Corporation of Mississippi, a Mississippi corporation, as amended effective August 1, 2010, by "Amendment to the Point Cadet Compromise and Settlement Agreement" and all future amendments to PCCSA (collectively, the "Point Cadet Compromise and Settlement Agreement" or "PCCSA").

(i) "Point Cadet Property" means that certain property described in the PCCSA and held as a tenancy in common by the city and state, in which the city holds a vested undivided one-third (1/3) interest and the state holds a vested undivided two-thirds (2/3) interest (of which the state holds an undivided one-third (1/3) interest for the benefit of IHL), as more fully described in the PCCSA recorded in Deed Book 390, Page 600, and amendment recorded as Instrument 2012 1168D-J2, in the land records of the Chancery Clerk of the Second Judicial District of Harrison County.

(j) "Point Cadet Leasing Fund" means that certain fund designated by the State Treasurer and administered by the Secretary of State pursuant to the PCCSA and CCSA for the collection and disbursement of rents received from the Point Cadet Property and the Covacevich Property.

(k) "Point Cadet Waterfront Enterprise Fund" or the "Enterprise Fund" means a fund to be created and administered by the City of Biloxi for purposes authorized and described in this act. This fund shall not be considered by the city as general fund revenues but shall be an enterprise fund of the city dedicated to and expended solely for the purposes specified in this act.

(l) "Shared CCSA Rents" means the rents described in the CSSA, paragraph IV(1)(b), providing for all rents in excess of Three Hundred Fifty-two Thousand Dollars ($352,000.00) to be divided and disbursed one-half (1/2) to the city and one-half (1/2) to the state with the state's portion to be paid to the Public Trust Tidelands Fund created under Section 29-15-9(1); provided, however, from and after July 1, 2018, the division and disbursements of increases, if any, in the Shared CCSA Rents above the amounts collected and disbursed for the state fiscal year ending June 30, 2018, shall be subject to the conditions, exceptions and adjustments described in Section 2 of this act.

(m) "Shared PCCSA Rents" means the rents described in the PCCSA, paragraphs IV(1)(b) and (2), that provides for all rents in excess of Two Million Seven Hundred Thirty-three Thousand Dollars ($2,733,000.00) to be divided and disbursed as follows: one-third (1/3) to the city, one-third (1/3) to IHL, one-third (1/3) to the state with the state's portion to be paid to the Public Trust Tidelands Fund created by Section 29-15-9(1).

(n) "State" means the State of Mississippi, acting by and through the Mississippi Secretary of State.

SECTION 2. For purposes of providing funds to pay costs associated with planning, designing, constructing, equipping, owning, operating, leasing, furnishing, improving and maintaining any one or more of the centers, marketplaces, buildings, equipment, facilities, and any other improvements and uses as described in Section 4 of this act, and further for the purpose of paying principal, premium (if any), interest and costs of issuance (including, without limitation, printing and delivery costs, legal fees, financial advisor fees, consultant fees, credit enhancement and other expenses) for bonds authorized and issued under Section 5 of this act, the Secretary of State, State Treasurer, and Department of Finance and Administration are directed to disburse the state and IHL's Shared PCCSA Rents and the state's Shared CCSA Rents, as, if and when collected by the Point Cadet Leasing Fund, within thirty (30) days of collection, to the City of Biloxi for deposit to the Point Cadet Waterfront Enterprise Fund, and such disbursements and deposits shall be made subject to the following conditions, exceptions, and adjustments:

(a) IHL's one-third (1/3) share of the Shared PCCSA Rents shall be disbursed to the City of Biloxi for deposit to the Point Cadet Waterfront Enterprise Fund for the purposes authorized by this act only if, and after, IHL, in its discretion, delivers written certification to the Secretary of State, Department of Finance and Administration, and State Treasurer that IHL authorizes such disbursements for all Shared PCCSA Rents received after July 1, 2018; however, if IHL does not certify and authorize its one-third (1/3) share of the Shared PCCSA Rents beginning July 1, 2018, to be so disbursed and dedicated, then, thereafter, IHL's share of Shared PCCSA Rents shall not include any part of the amount of increases in Shared PCCSA Rents above the amounts collected and disbursed for the state fiscal year ending June 30, 2018, and for each state fiscal year thereafter, and such increase shall be disbursed to the City of Biloxi for deposit to the Point Cadet Waterfront Enterprise Fund. IHL is hereby authorized to dedicate and use its one-third (1/3) share of the Shared PCCSA Rents for all the facilities, improvements and uses in paragraph 2(c) of the Amendment to PCCSA that amended paragraph IV(5) of the initial PCCSA.

(b) The state's one-third (1/3) share of the Shared PCCSA Rents and the state's one-half (1/2) share of the Shared CCSA Rents shall be disbursed by the Department of Finance and Administration and the State Treasurer to the City of Biloxi for deposit to the Point Cadet Waterfront Enterprise Fund; also, the state's annual rent from the state leases described in paragraph III(4)(a) of the PCCSA shall be disbursed by the Department of Finance and Administration and the State Treasurer to the City of Biloxi for deposit to the Point Cadet Waterfront Enterprise Fund for the state fiscal year ending June 30, 2018, and each state fiscal year thereafter.

(c) Prior to the adoption of this act, the governing authorities of the city adopted, contingent upon passage of this act, a binding resolution dedicating the city's one-third (1/3) share of the Shared PCCSA Rents and the city's share of the Shared CCSA Rents to the Point Cadet Waterfront Enterprise Fund created by this act.

(d) Within thirty (30) days after the city receives each certified annual audit of the city's revenues and expenditures as described in Section 3 of this act, and in the event the city's audit states, and accounts for, an excess amount of revenues received over expenditures, restricted funds and any reserves required to meet contractual obligations (including obligations with respect to bonds issued pursuant to Section 5 of this act) in the Point Cadet Waterfront Enterprise Fund, then the city shall remit to the state and IHL's respective shares of the excess amount in proportion to their interests as set forth in the PCCSA.

SECTION 3. (1) The city shall hold title to the Point Cadet Waterfront Enterprise Fund, subject to the rights of the state and IHL as provided in Section 2(d) of this act, shall hold such funds separate from the general funds or any other restricted funds of the city, and shall spend such funds for the purposes set forth in this act.

(2) The city's accounting for receipts and expenditures of the Point Cadet Waterfront Enterprise Fund shall be made separately from the accounting of receipts and expenditures of the city's general fund and any other funds of the city. The records reflecting the receipts and expenditures of the Point Cadet Waterfront Enterprise Fund prescribed in this act shall be included in the annual audit of the city's revenues and expenditures by an independent certified public accountant, and the accountant shall include, as part of the annual audit, a written report of the revenues and expenditures of the Point Cadet Waterfront Enterprise Fund to the governing authorities, the state and IHL.

SECTION 4. (1) The governing authorities of the city are authorized to make, or cause to be made, improvements to the Point Cadet Property and/or the Covacevich Property jointly owned by the city and the state, for the purposes of establishing a Mississippi Oyster Aquaculture and Conservation Center; a public off—loading dock in the marina adjacent to the Point Cadet Property and/or the Covacevich Property, for use by oystermen that harvest from natural or man-made reefs and oyster aquaculture farmers that harvest from aquaculture farms established by DMR or other public agencies; a Mississippi Seafood Marketplace and related waterfront boardwalks, piers, structures and facilities on and/or adjacent to the Point Cadet Property and/or the Covacevich Property; a Mississippi Deep Sea Fishing Tournament and Conservation Center on and/or adjacent to the Point Cadet Property and the Covacevich Property; and/or any other buildings, equipment, facilities, public recreation, family-oriented attractions, and other improvements and uses that may enhance and improve any of the following: public access to the Public Trust Tidelands, conservation of marine resources, research and development of marine resources, enhancement and improvement of commerce and jobs in the oyster and other commercial seafood industries, charter boat and other recreational fishing and touring vessels and related industries, recreational and commercial sailing vessels and related industries, fishing tournaments and festivals, and the tourism and hospitality industry. Title to all improvements made to the Covacevich Property with funds from the Enterprise Fund (or with the proceeds of bonds issued pursuant to Section 5 of this act) shall be held by the state and the city as tenants in common in the same proportion that they hold title to the Covacevich Property under the CCSA. Title to all improvements made to the Point Cadet Property with funds from the Enterprise Fund (or with the proceeds of bonds issued pursuant to Section 5 of this act) shall be held by the state and the city as tenants in common in the same proportion that they hold title to the Point Cadet Property under the PCCSA.

(2) The city may operate and maintain one or more elements of improvements authorized by this section through city personnel or by management agreement(s) between the city and third parties, including, but not limited to, DMR, IHL, USM (Gulf Coast Research Laboratory), and private for-profit or nonprofit business entities. If the city operates and maintains any improvements, any net revenue the city collects from the operation of improvements shall be paid to the Point Cadet Waterfront Enterprise Fund.

(3) The city and state may lease one or more specific parcels of the Covacevich Property and/or the Point Cadet Property, and the improvements thereon, authorized by this act to private for-profit or nonprofit business entities under leases negotiated by the city and the Secretary of State and obtained and entered according to state laws pertaining to leases of municipal properties, and such leases shall require the tenants to pay rent to the Point Cadet Leasing Fund and all taxes, maintenance and insurance for the leased premises.

(4) In carrying out its rights and duties under this act, the city may:

(a) Establish bank accounts in the name of the city in any qualified state depository into which the monies of the Point Cadet Waterfront Enterprise Fund shall be deposited and held except for such funds as are otherwise invested as permitted by this act;

(b) Contract for necessary goods and services, employ necessary personnel, and engage the services of consultants for administrative and technical assistance in carrying out its duties and responsibilities under this act, and enter into other contracts and/or agreements that the city determines to be necessary in carrying out its duties and responsibilities under this act, which are all in compliance with state laws pertaining to municipal contracting generally;

(c) Receive into the Enterprise Fund and administer any gift, concession, loan or donation of any property or money, including, but not limited to, those made by the state or any agency or instrumentality thereof, and spend or lend the same or the income therefrom for any of the purposes of this act, and comply with all lawful conditions or requirements thereof;

(d) Pledge or assign any income, including rents, and all or part of the monies received or to be received into the Enterprise Fund; and

(e) In addition to its investments in improvements pursuant to Section 5 of this act, invest monies in the Enterprise Fund in any of the investments permitted by Section 31-19-5 or other applicable law, subject to the restrictions or limitations set forth therein and to applicable restrictions in any contract, resolution or indenture then in effect with respect to outstanding bonds issued pursuant to this act.

SECTION 5. (1) For purposes of providing funds to finance, reimburse or refinance costs associated with planning, designing, constructing, equipping, owning, operating, leasing, furnishing, improving and maintaining any one or more of the centers, marketplaces, buildings, equipment, facilities, and any other improvements and uses as described in Section 4 of this act, and to pay the costs of issuance thereof (including, without limitation, printing and delivery costs, legal fees, financial advisor fees, consultant fees, credit enhancement and other expenses), the city is authorized to issue, sell and deliver its bonds as provided herein.

(2) Bonds shall be authorized by a resolution or resolutions of the city and shall be dated, shall bear interest at such rate or rates (which may be fixed or variable), shall mature at such time or times in either serial or term form or both not exceeding thirty (30) years from their date, and may be made redeemable prior to maturity at such price or prices and upon such terms and conditions as the city may by resolution determined. The bonds shall not bear a greater overall maximum interest rate to maturity than that allowed under Section 75-17-103. The bonds shall be in such form and denomination or denominations and payable at such place or places, either within or without the state, and may be executed or authenticated in such manner, as the city may by resolution determined. The city shall sell the bonds at such price or prices, as it shall determine, at public or private sale.

(3) Bonds issued pursuant to this act shall not constitute a debt of the state nor of any of its instrumentalities or political subdivisions other than the city (but only to the extent provided herein) and neither the state nor its instrumentalities or political subdivisions shall be liable for the same. The principal of, premium (if any) and interest on such bonds shall be payable only from and may be secured by one or more of the following: all or any part of the proceeds of bonds, those funds received or to be received in the Enterprise Fund and such other security authorized pursuant hereto, which may include a pledge of any grant, contribution or guarantee from the federal government or any corporation, association, institution or person. A pledge of any of the foregoing made by the city shall be valid and binding as of the moment it is made without the need of any filing or recordation. The security thus pledged, including funds which the Enterprise Fund receives subsequently, shall be immediately subject to the pledge without the need of the physical delivery thereof or of any other action, and the pledge shall be valid and binding and shall prevail against any third party having a claim of any kind for damages, breach of contract or other motive against the city, regardless of whether the third party has been notified to that effect. Neither the indenture or resolution, nor any collateral contract by means of which the rights of the city to any revenues are pledged or assigned, shall have to be filed or registered to formalize the pledge of the same against any third party, except in the official records of the city.

(4) The resolution or resolutions authorizing the bond issue or the indenture or agreement securing the same may contain provisions not inconsistent with this act which shall be part of the contract with the holders of the bonds issued under the resolution or resolutions or under the indenture or agreement as may be found to be necessary or desirable by the city for the most advantageous sale thereof, which may include, but not be limited to, provisions with respect to: the security and creation of pledges on the revenues and assets pledged, the creation and maintenance of redemption and reserve funds, limitations regarding the purposes for which the proceeds of the bonds may be used, limitations regarding the issuance of additional bonds, and limitations as to the adoption of amendments or supplements to the resolution or resolutions or to the indenture or agreement, the granting of rights, powers and privileges and the imposition of obligations and responsibilities to the trustee under any indenture or resolution, and the rights, powers, obligations and responsibilities which shall arise in the event of the noncompliance with any obligation under the resolution or resolutions or under the indenture or agreement, or regarding any rights, powers or privileges conferred on the bondholders as security on the same, to increase the marketability of the bonds.

(5) The trustee under any trust indenture securing the bonds may be any bank having the power of a trust company or any trust company within or without the state. Such trust indenture 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 covenants setting forth the duties of the city in relation to the exercise of its powers and the custody, safekeeping and application of all money. The city may provide by the trust indenture for the payment of the proceeds of the bonds and the pledged revenues to the trustee under the trust indenture or other depository, and for the method of disbursement thereof, with such safeguards and restrictions as the city may determine. All expenses incurred in carrying out the trust indenture may be paid from the pledged funds. If the bonds shall be secured by a trust indenture, the bondholders shall have no authority to appoint a separate trustee to represent them.

(6) Bonds issued under this act shall not be included in the limitation on indebtedness imposed in Section 21-33-303 or any other limitation on indebtedness of the city.

(7) The city is authorized to issue bonds pursuant to this act for the purpose of refunding any such bonds then outstanding. The total amount of such refunding bonds shall be an amount sufficient to effect the refunding, and may include an amount sufficient to pay: (a) the principal amount of the refunded bonds, (b) interest accrued or to accrue to the date of maturity or the date of redemption of the bonds to be refunded which need not necessarily be on the first available redemption date, (c) any redemption premiums to be paid thereon, (d) any reasonable expenses incurred in connection with such refunding, and (e) any other reasonable costs deemed necessary by the city to effect the refunding. The proceeds of such refunding bonds may be applied in the manner determined by the city and may be placed in escrow and invested, without regard to the limitations of any law to the contrary, but not inconsistent with the provisions of this act, in the manner and on the terms determined by the city. All such refunding bonds shall be issued and secured and shall be subject to the provisions of this act in the same manner and to the same extent as any other bonds issued pursuant hereto.

(8) Interest on the bonds, and any profits obtained from their sale, shall be and remain at all times exempted from the payment of all taxes imposed by the state or any of its political subdivisions.

(9) The bonds shall constitute lawful investments and may be accepted as collateral for fiduciary, trust and public funds, whose investment or deposit is under the authority or the control of the state or of any official or officials thereof or any political subdivision thereof.

(10) Bonds may be validated pursuant to the provisions of Section 31-13-1 et seq.

SECTION 6. No provisions of this act shall be used in any proceeding or litigation, either offensively or defensively, relating to any claims or interest involving any other real properties or involving any claims of title or other interests of IHL, the state and city arising out of the PCCSA or the CCSA.

SECTION 7. The powers and authorities conferred by this act shall be regarded as supplemental and additional to powers by any other laws.

SECTION 8. This act shall take effect and be in force from and after July 1, 2018.