Senate Bill 2944

AN ACT TO AUTHORIZE THE MISSISSIPPI STATE PORT AUTHORITY AT GULFPORT TO ISSUE REVENUE BONDS TO PROVIDE FUNDS TO DEFRAY ANY COSTS ASSOCIATED WITH THE IMPROVEMENT OF THE GULFPORT HARBOR SHIP CHANNEL, INCLUDING, BUT NOT LIMITED TO, WIDENING AND DEEPENING THE SHIP CHANNEL; AND FOR RELATED PURPOSES.

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

SECTION 1. (1) As used in this section, "authority" means the Mississippi State Port Authority at Gulfport.

(2) The authority shall have the power and is hereby authorized, from time to time, to borrow money and to issue bonds in such principal amounts as the authority may determine to be necessary to provide funds to defray any costs associated with the improvement of the Gulfport Harbor ship channel, including, but not limited to, widening and deepening the ship channel. The principal amount of bonds issued under the authority of this section at any time outstanding shall not exceed an aggregate principal amount of One Hundred Million Dollars ($100,000,000.00).

(3) Bonds of the authority issued pursuant to subsections (2) and (10) of this section shall be payable solely from and secured by a pledge of all or any designated part of the revenue, rents and earnings from the operation or maintenance of Gulfport Harbor. Additionally, the bonds may be secured by private insurance, letter of credit or any other credit enhancement facility procured by the authority for the payment of the bonds. The bonds may be issued and secured under a trust indenture between the authority and a corporate trustee, which may be any trust company or bank having powers of a trust company located within or without the state, and by reserves and accounts established thereunder to secure the payment of principal and interest of the bonds. Any pledge of earnings, revenues or other monies made by the authority shall be valid and binding from the time the pledge is made. The earnings, revenues or other monies so pledged and thereafter received by the authority shall immediately be subject to the lien of the pledge without any physical delivery thereof or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind against the authority irrespective of whether the parties have notice thereof. Neither the bond resolution, trust indenture nor any other instrument by which a pledge is created need be recorded.

(4) Bonds of the authority issued under subsection (2) of this section may be authorized and issued in one or more series by a resolution or resolutions of the authority, without publication of notice of intent and without an election on the question of the issuance thereof. The bonds shall bear such date or dates, mature at such time or times, bear interest at such rate or rates, be in such denomination or denominations, be in such form, carry such conversion privileges, have such rank or priority, be executed in such manner and by such officers, be payable from such sources in such medium of payment at such place or places within or without the state, be subject to such terms of redemption prior to maturity, all as may be provided by resolution or resolutions of the board of directors. The bonds may be executed and delivered at any time as a single issue or from time to time as several issues, and may mature or become payable in such amounts and at such time or times not exceeding thirty (30) years from their date, all as may be provided by resolution or resolutions of the authority.

(5) Bonds of the authority issued pursuant to this section may be sold at a price not less than ninety-eight percent (98%) of par value plus accrued interest, at public or private sale, at such times as may be determined by the authority to be in the public interest, and the authority may pay from the proceeds thereof all expenses, premiums, fees and commissions which it may deem necessary and advantageous in connection with the issuance and sale thereof.

(6) Whenever any bonds issued under this section shall have been signed by the officer or officers designated by the resolution of the authority to sign the bonds, who were in office at the time of the signing but who may have ceased to be such officer or officers prior to the sale and delivery of such bonds, or who may not have been in office on the date the bonds may bear, the manual or facsimile signatures of the officer or officers upon the bonds, shall nevertheless be valid and sufficient for all purposes and have the same effect as if the person or persons, so officially executing the bonds had remained in office until the delivery of the same to the purchaser or had been in office on the date such bonds may bear.

(7) Proceeds from the sale of bonds issued pursuant to subsection (2) of this section may be applied only for the purposes of (i) defraying the costs incurred by the authority associated with the improvement of the Gulfport Harbor ship channel as permitted in this section; (ii) providing for the payment of interest on the bonds; (iii) providing debt service reserves; and (iv) paying underwriters discount, original issue discount, accountants' fees, engineers' fees, attorneys' fees, rating agency fees and other fees and expenses in connection with the issuance of the bonds and other necessary and proper expenses of the authority in connection with the project and facilities related to the project. Proceeds from the sale of bonds issued pursuant to this section may be invested, subject to federal limitations, pending their use, in such securities as may be specified in the resolution authorizing the issuance of the bonds or the trust indenture securing them, and the earning on such investment applied as provided in such resolution or trust indenture.

(8) Neither the members of the authority nor any person executing the bonds shall be personally liable on the bonds or be subject to any personal liability or accountability by reason of the issuance thereof.

(9) In anticipation of the issuance of bonds under subsection (2) of this section, the authority is authorized to negotiate and enter into any loan or credit agreement with any bank, trust company or other lending institution for the purpose of making any payments authorized under this section. All borrowing made under this provision shall be evidenced by notes of the authority which shall be issued from time to time, for amounts not exceeding the amount of bonds authorized in this section, in such form and in such denomination and subject to such terms and conditions of sale and issuance, prepayment or redemption and maturity, rate or rates of interest not to exceed the maximum rate authorized herein for bonds, and time of payment of interest as the authority shall agree to in such agreement. The notes may also be issued for the purpose of refunding previously issued notes; provided that no notes shall mature more than three (3) years following the date of issuance of the first note hereunder and provided further, that all outstanding notes shall be retired from the proceeds of the first issuance of bonds hereunder. The authority is authorized to provide for the compensation of any purchaser of the notes by payment of a fixed fee or commission and for all other costs and expenses of issuance and service, including paying agent costs. The costs and expenses may be paid from the proceeds of the notes.

(10) The authority may issue refunding bonds for the purpose of paying any of its bonds issued pursuant to subsection (2) of this section at or prior to maturity or upon acceleration or redemption. Refunding bonds may be issued at such time prior to the maturity or redemption of the refunded bonds as the authority deems to be in the public interest, without notice and without an election on the question of the issuance thereof. The refunding bonds may be issued in sufficient amounts to pay or provide the principal of the bonds being refunded, together with any redemption premium thereon, any interest accrued or to accrue to the date of payment of such bonds, the expenses of issue of the refunding bonds, the expenses of redeeming the bonds being refunded, and such reserves for debt service or other capital or current expenses from the proceeds of such refunding bonds as may be required by the resolution, trust indenture or other security instruments. The issue of refunding bonds, the maturities and other details thereof, the security therefor, the rights of the holders and the rights, duties and obligations of the authority in respect of the same shall be governed by the provisions of this section relating to the issue of bonds other than refunding bonds insofar as the same may be applicable. Any such refunding may be effected, whether the obligations to be refunded shall have then matured or shall thereafter mature, either by the exchange of the refunding bonds for the obligations to be refunded thereby with the consent of the holders of the obligations so to be refunded, or by sale of the refunding bonds and the application of the proceeds thereof to the payment of the obligations proposed to be refunded thereby, and regardless of whether the obligations proposed to be refunded shall be payable on the same date or different dates or shall be due serially or otherwise.

(11) All bonds (other than refunding bonds, interim notes and certificates of indebtedness, which may be validated) issued by the authority pursuant to subsection (2) of this section shall be validated as provided in Sections 31-13-1 through 31-13-11, Mississippi Code of 1972. The validation proceedings shall be instituted in the Chancery Court of the First Judicial District of Harrison County. The validity of the bonds so validated and of the pledge of the specified revenues of the authority for payment and security for the bonds shall be forever conclusive against the authority; and the validity of the bonds and the pledge of such revenues for the payment of the bonds shall never be called in question in any court in this state.

(12) Bonds issued by the authority pursuant to subsections (2) and (10) of this section shall not be deemed to constitute a debt, liability or obligation of any public agency or political subdivision other than the authority, and shall be payable solely from the revenues, monies and funds of the authority specifically pledged therefor. Each bond shall contain on the face thereof a statement to the effect that the authority shall not be obligated to pay the same nor the interest thereon except from those sources specifically pledged therefor and that neither the full faith and credit of the authority, nor the full faith and credit and taxing power of the State of Mississippi or any county or political subdivision or public agency thereof is pledged to the payment of the principal of or the interest on such bond.

(13) The authority may, in any authorizing resolution, trust indenture or other security instrument relating to its bonds, provide for the appointment of a trustee who shall have such powers as are provided therein to represent the registered owners of any issue of bonds in the enforcement or protection of their rights under any such resolution, trust indenture or security instrument. The authority may also provide in such resolution, trust indenture or other security instrument that the trustee, or in the event that the trustee so appointed shall fail or decline to so protect and enforce such registered owners' rights then such percentage of registered owners as shall be set forth in, and subject to the provisions of, such resolution, trust indenture or other security interest, may petition the court of proper jurisdiction for the appointment of a receiver of the revenues of which are pledged to the payment of the principal of and interest on the bonds of such registered owners. Such receiver may exercise any power as may be granted in any such resolution, trust indenture or security instrument to collect, enforce and receive all such revenues, and carry out the contracts and obligations of the authority in the same manner as the authority itself might do, all under the direction of such court.

(14) Any bonds issued by the authority under the provisions of subsections (2) and (10) of this act, and the income therefrom shall at all times be free from taxation by the state and any local unit or political subdivision or other instrumentality of the state, excepting inheritance and gift taxes.

(15) All bonds issued pursuant to this section shall be legal investments for trustees, other fiduciaries, savings banks, trust companies and insurance companies organized under the laws of the State of Mississippi. All bonds issued pursuant to this section shall be legal securities which may be deposited with and shall be received by all public officers and bodies of the state and all municipalities and other political subdivisions thereof for the purpose of securing the deposit of public funds.

(16) The state hereby covenants with the registered owners of bonds of the authority issued pursuant to this section, that so long as the bonds are outstanding and unpaid the state will not limit or alter the rights and powers of the authority under this section to conduct the activities referred to herein in any way pertinent to the interests of the bondholders including, without limitation, the authority's right to collect revenues and to fulfill the terms of any covenants made with the registered owners of the bonds, or in any other way impair the rights and remedies of the registered owners of the bonds, unless provision for full payment of such bonds, by escrow or otherwise, has been made pursuant to the terms of the bonds or the resolution, trust indenture or security instrument securing the bonds.

(17) The provisions of this section are cumulative of other statutes now or hereafter enacted relating to the issuance of bonds by the authority, and the authority may exercise all presently held power in the furtherance of this act. If any clause, sentence, paragraph, section or part of the provisions of this act shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate the remainder thereof directly involved in the controversy in which judgment shall have been rendered.

SECTION 2. This act shall take effect and be in force from and after July 1, 2019.