1997 Regular Session
To: Local and Private
By: Senator(s) Gollott
Senate Bill 3116
AN ACT TO AUTHORIZE THE CITY OF BILOXI TO ISSUE PORT REVENUE BONDS AND/OR PORT REVENUE REFUNDING BONDS FOR MARINAS LOCATED IN THE CITY OF BILOXI; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. It is hereby determined and declared that for the benefit of the people of the City of Biloxi and Harrison County and the surrounding area, the increase of their commerce, welfare and prosperity and the improvement and maintenance of their economic and living conditions, it is essential that the people of that area have access to employment and tourism facilities, and it is beneficial that additional marinas be located within that area and be provided with appropriate additional means to assist in the development of such facilities; that it is the purpose of this act to provide a measure of assistance and an alternative method to enable the development of additional marinas in the area and to provide the facilities which are needed to accomplish the purposes of this act, all to the public benefit and good, as more fully provided herein. This act shall be liberally construed in conformity with such intention.
SECTION 2. Wherever used in this act, unless a different meaning clearly appears in the context, the following terms, whether used in the singular or plural, shall be given the following respective interpretations:
(a) "Bonds" shall mean bonds, notes or other obligations of the city issued pursuant to this act.
(b) "City" shall mean the City of Biloxi, Mississippi.
(c) "Corporation" shall mean any for-profit corporation or similar entity organized or authorized under the laws of the State of Mississippi through which the port commission will lease the project.
(d) "Governing body" shall mean the City Council of the City of Biloxi, Mississippi.
(e) "Lease" means a lease in connection with the project or projects, and all expenses in connection with the project, including any option to renew the lease for the project at any time, as provided therein, upon payment of all bonds issued in connection with the project and all interest thereon and all other expenses incurred in connection with the project.
(f) "Port commission" shall mean the Biloxi Port Commission.
(g) "Project" shall mean structures, facilities, machinery, equipment and/or other property suitable for use as a marina in connection with its operations or proposed operations, including, without limitation, a site therefor, parking areas and structures, docks and wharves, storage facilities, utilities, or any combination of the foregoing or other facilities necessary to the operation of a marina or for the refunding of any debt incurred for the same purposes.
SECTION 3. The city is hereby granted the following powers, together with all powers incidental thereto or necessary for the performance of those hereinafter stated, in order to effectuate the purposes of this act:
(a) To authorize the port commission, whether by purchase, construction, exchange, gift, lease or otherwise, to improve, maintain, extend, equip and furnish one or more projects, which projects shall be within the city, including all real and personal properties which the port commission may deem necessary in connection therewith and regardless of whether or not any such projects shall then be in existence;
(b) To authorize the port commission to lease to a corporation one or more projects upon such terms and conditions as the governing body shall deem proper, and to charge and collect rent therefor, and to terminate any such lease upon the failure of the lessee to comply with any of the obligations thereof, and to include in any such lease, if desired, provisions that the lessee thereof shall have options to renew the term of the lease for such period or periods and at such rent as shall be determined by the port commission, and it may lease any or all of the projects to the lessees thereof with consideration;
(c) To issue its bonds, after being requested by the port commission to borrow money and issue its bonds, for the purpose of carrying out any of its powers under this act; and
(d) As security for the payment of the principal of, redemption premium, if any, and interest on any bonds so issued and any agreements made in connection therewith, to mortgage and pledge any or all of the projects or any part or parts thereof, whether then owned or thereafter acquired, and to pledge the revenues and receipts therefrom, or from any one (1) thereof, to assign and pledge all or any part of its interest in and rights under the leases relating thereto or to any one (1) thereof, and/or to pledge all or any part of any grant, donation or income received or to be received from the United States government or any other public or private source, including any revenues or receipts available to a corporation, whether pursuant to an agreement or otherwise.
The port commission shall not have the power to operate any project financed under this act as a business or in any manner except as specifically provided in this act. Any lease with respect to a project entered into pursuant to the provisions of this act shall be for a term not shorter than the longest maturity of any bonds issued to finance such project and shall provide for revenues adequate to pay principal of, redemption premium, if any, and interest on such bonds as the same fall due, and to pay such portion of the expenses as may be incurred pursuant to the provisions of this act.
SECTION 4. Bonds issued by the city pursuant to the provisions of this act, exclusive of bonds issued to provide for the refunding of outstanding bonds, shall not exceed Ten Million Dollars ($10,000,000.00).
SECTION 5. The principal of, redemption premium, if any, and interest on the bonds shall be payable solely out of, and shall be secured by a pledge of, the revenues and receipts derived from the projects, or any one (1) thereof, as may be designated in the proceedings of the governing body under which the bonds shall be authorized to be issued, including debt obligations of the lessee obtained from or in connection with the financing of a project, and from such other sources available to the lessee as may be designated by the governing body in its proceedings in connection with the issuance of the bonds. Such bonds may be executed and delivered by the city at any time and from time to time, may be in such form and denominations and of such terms and maturities, may be in fully registered form or in bearer form registrable either as to principal or interest or both, may bear such conversion privileges and be payable in such installments and at such time or times not exceeding fifteen (15) years from the date thereof, may be payable at such place or places, whether within or without the State of Mississippi, may bear interest at such rate or rates payable at such time or times, and at such place or places and evidenced in such manner, and may contain such provisions not inconsistent herewith, all as shall be provided in the proceedings of the governing body whereunder the bonds shall be authorized to be issued. If deemed advisable by the governing body, there may be retained in the proceedings under which any bonds are authorized to be issued an option to redeem all or any part thereof as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in such proceedings and briefly recited or referred to on the face of the bonds, but nothing herein contained shall be construed to confer on the city any right or option to redeem any bonds, except as may be provided in the proceedings under which they shall be issued. Any bonds of the city may be sold at public or private sale for such price and in such manner and from time to time as may be determined by the governing body to be most advantageous, and the city may pay all expenses, premiums and commissions which its governing body may deem necessary or advantageous in connection with the issuance thereof but solely from the proceeds of the bonds or from the corporation. The issuance by the city of one or more series of bonds for one or more purposes shall not preclude it from issuing other bonds in connection with the same project or any other project, but the proceedings whereunder any subsequent bonds may be issued shall recognize and protect any prior pledge or mortgage made for any prior issue of bonds.
The proceeds of bonds may be used for the purpose of constructing, acquiring, reconstructing, improving, equipping, furnishing, bettering or extending any project or projects, including the payment of interest on the bonds during construction of any such project and for six (6) months after the estimated date of completion, the payment of engineering, fiscal, architectural and legal expenses incurred in connection with such project and the issuance of the bonds, the establishment of a reserve fund for the payment of principal of and interest on such bonds in the event of a deficiency in the revenues and receipts available for such payments, and the payment of start-up costs and costs of operation and maintenance of any such project during construction and for a maximum of one (1) year after completion of construction.
Proceeds of the bonds issued pursuant to this act may be invested in direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States government, or obligations of any agency or instrumentality of the United States government, or in certificates of deposit issued by a bank or trust company located in the State of Mississippi if such certificates shall be secured by a pledge of any of such obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured.
SECTION 6. (1) Any bonds of the city outstanding may, at any time and from time to time, be refunded by the city by the issuance of its refunding bonds in such amount as the governing body may deem necessary, but not exceeding:
(a) The principal amount of the obligations being refinanced;
(b) Applicable redemption premiums thereon;
(c) Unpaid interest on such obligations to the date of delivery or exchange of the refunding bonds;
(d) In the event the proceeds from the sale of the refunding bonds are to be deposited in trust as hereinafter provided, interest to accrue on such obligations from the date of delivery to the date of maturity or to the first redemption date, whichever shall be earlier; and
(e) Expenses, premiums and commissions deemed by the governing body to be necessary in connection with the issuance of the refunding bonds.
(2) 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 to be refunded thereby, and regardless of whether or not the obligations to be refunded were issued in connection with the same projects or separate projects, and regardless of whether or not the obligations proposed to be refunded shall be payable on the same date or different dates or shall be due serially or otherwise.
(3) The principal proceeds from the sale of any refunding bonds shall be applied only as follows:
(a) To the immediate payment and retirement of the obligations being refunded; or
(b) To the extent not required for the immediate payment of the obligations being refunded then such proceeds shall be deposited in trust to provide for the payment and retirement of the obligations being refunded and to pay any expenses incurred in connection with such refunding, but may also be used to pay interest on the refunding bonds prior to the retirement of the obligations being refunded. Money in any such trust fund may be invested in direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States government, or obligations of any agency or instrumentality of the United States government, or in certificates of deposit issued by a bank or trust company located in the State of Mississippi if such certificates shall be secured by a pledge of any of such obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured. Nothing herein shall be construed as a limitation on the duration of any deposit in trust for the retirement of obligations being refunded but which shall not have matured and which shall not be presently redeemable.
SECTION 7. (1) The bonds may be secured by a trust agreement by and between the city and a corporate trustee, which may be any trust company or bank incorporated under the laws of the United States or the laws of any state in the United States, and any such trust company or bank may enter into agreements with foreign insurance companies in which bond proceeds are invested to provide services as an asset manager of bond proceeds invested in such foreign insurance companies. Any such trust agreement may pledge or assign lease income, contract payments, fees or any other revenues and receipts to be received from a corporation whether or not related to a project. The bonds may be additionally secured by a mortgage, deed of trust or other security interest upon a project vesting in the trustee power to sell such project for the payment of indebtedness, power to operate a project and all other powers and authority for the further security of the bonds.
(2) The trust agreement may evidence a pledge of all or any part of the revenues to be derived from the project for the payment of the principal of, premium, if any, and interest on the bonds as the same shall become due and payable and may provide for the creation and maintenance of reserves. Any such trust agreement or any resolution providing for the issuance of bonds may contain such provisions for protecting and enforcing the rights and remedies of the holders thereof as may be reasonable and proper and not in violation of law, including the duties of the city and the corporation in relation to the acquisition of property and the construction, improvement, maintenance, repair, operation and insurance of the project for which such bonds shall have been issued, and the custody, safeguarding and application of all monies. Any such trust agreement may set forth the rights and remedies of the bondholders and of the trustee, and may restrict the individual right of action by bondholders as is customary in trust agreements or trust indentures securing bonds and debentures of corporations. In addition to the foregoing, any such trust agreement may contain such provisions as the city may deem reasonable and proper for the security of the bondholders and may also contain provisions governing the issuance of bonds to replace lost, stolen or mutilated bonds. All expenses incurred by the city in carrying out the provisions of such trust agreement may be treated as a part of the cost of the operation of the project with respect to which the bonds have been issued.
(3) Any trust agreement made in accordance with the provisions of this act may contain a provision that, in the event of a default in the payment of the principal of, redemption premium, if any, or the interest on the bonds issued in accordance with, or relating to, such agreement, or in the performance of any agreement contained in the proceedings, trust agreement or instruments relating to such bonds, such payment and performance may be enforced by mandamus or by the appointment of a receiver in equity with power to charge and collect rates, rents or contract payments and to apply the revenues from the project in accordance with such proceedings, trust agreement or instruments.
(4) Any mortgage or deed of trust to secure bonds issued in accordance with the provisions of this act may also provide that in the event of a default thereof or the violation of any agreement contained in the mortgage or deed of trust, the property secured by the mortgage or deed of trust may be foreclosed and sold under proceedings in equity or in any other manner now or hereafter permitted by law. Such mortgage or deed of trust may also provide that any trustee under such mortgage or deed of trust, or the holder of any of the bonds secured thereby, may become the purchaser at any foreclosure sale if it is the highest bidder therefor.
SECTION 8. Prior to the issuance of any bonds under the provisions of this act except for refunding bonds, the governing body shall adopt a resolution declaring its intention so to do, stating the amount of bonds proposed to be issued, the purpose for which the bonds are to be issued, and the date upon which the governing body proposes to direct the issuance of such bonds. Such resolution shall be published once a week for a least three (3) consecutive weeks in at least one (1) newspaper published in the city. The first publication of such resolution shall be made not less than twenty-one (21) days prior to the date fixed in such resolution to direct the issuance of the bonds, and the last publication shall be made not more than seven (7) days prior to such date. If fifteen hundred (1500) of the qualified electors of the city shall file a written protest against the issuance of such bonds on or before the date specified in such resolution, then an election on the question of the issuance of such bonds shall be called and held as herein provided. If no such protest be filed, then such bonds may be issued without an election on the question of the issuance thereof at any time within a period of two (2) years after the date specified in the above-mentioned resolution; provided, however, that the governing body, in its discretion, may nevertheless call an election on such question, in which it shall not be necessary to publish the resolution declaring its intention to issue bonds as herein provided.
SECTION 9. Where an election is to be called as provided in Section 8 of this act, notice of such election shall be signed by the city clerk and shall be published once a week for at least three (3) consecutive weeks in at least one (1) newspaper published in the city. The first publication of such notice shall be made not less than twenty-one (21) days prior to the date fixed for such election and the last publication shall be made not more than seven (7) days prior to such date.
SECTION 10. Such election shall be held, as far as is practicable, in the same manner as other elections are held in cities. At such election, all qualified electors of the city may vote, and the ballots used at such election shall have printed thereon a brief statement of the amount and purpose of the proposed bond issue and the words "FOR THE BOND ISSUE" and "AGAINST THE BOND ISSUE," and the voter shall vote by placing a cross (X) or check mark (%) opposite his choice on the proposition.
SECTION 11. When the results of the election on the question of the issuance of such bonds shall have been canvassed by the election commissioners of the city and certified by them to the governing body, it shall be the duty of the governing body to determine and adjudicate whether or not a majority of the qualified electors who voted thereon in such election voted in favor of the issuance of such bonds, and unless a majority of the qualified electors who voted thereon in such election shall have voted in favor of the issuance of such bonds, then such bonds shall not be issued. Should a majority of the qualified electors who vote thereon in such election vote in favor of the issuance of such bonds, then the governing body may issue such bonds, either in whole or in part, within two (2) years after the later of the election date or the date on which there is a final favorable termination of any litigation affecting the issuance of such bonds.
SECTION 12. All bonds issued by the city under authority of this act shall be limited obligations of the city, the principal of, redemption premium, if any, and interest on which shall be payable solely from revenues of the project or projects financed with proceeds of bonds and from such other funds as may be made available to the city for such purpose by the corporation. Bonds and interest coupons issued under authority of this act shall never constitute an indebtedness of the city within the meaning of any state constitutional provision or statutory limitation, and shall never constitute nor give rise to a pecuniary liability of the city or a charge against its general credit or taxing powers, and such fact shall be plainly stated on the face of each such bond. All bonds issued under the authority of this act and all interest coupons applicable thereto shall be construed to be negotiable instruments, despite the fact that they are payable solely from a specified source.
SECTION 13. Each bond shall bear interest from its date to its stated maturity date at the interest rate specified on the bonds. Such bonds may be issued as coupon bonds or registered as to both principal and interest, as determined by the governing body. All interest accruing on bonds issued hereunder shall be payable as determined by the governing body. Nothing herein contained shall prevent a bond issued hereunder from bearing a variable rate of interest.
SECTION 14. All bonds shall be executed on behalf of the city by the manual or facsimile signature of the mayor and shall be countersigned by the manual or facsimile signature of the city clerk; provided, that at least one (1) signature on each bond shall be manual. All coupons shall be executed on behalf of the city by the manual or facsimile signatures of the mayor and city clerk. If the officers whose signatures or countersignatures appear on the bonds or interest coupons shall cease to be such officers before delivery of the bonds, such signatures or countersignatures shall nevertheless be valid and sufficient for all purposes the same as if they had remained in office until such delivery.
SECTION 15. Bonds issued under the provisions of this act shall be legal investments for commercial banks, savings and loan associations and insurance companies organized under the laws of this state.
SECTION 16. The bonds authorized by this act and the income therefrom, all mortgages or deeds of trust executed as security therefor, all lease or purchase agreements made pursuant to the provisions hereof, all purchases required to establish projects and financed by bond proceeds shall be exempt from all taxation in the State of Mississippi except the contractors' tax imposed by Section 27-65-21, and all facilities included in the projects and the revenue derived therefrom and from any lease thereof shall be exempt from all taxation in the State of Mississippi, except the tax levied by Section 27-65-21. There shall be no exemption from ad valorem taxes levied for school district purposes under this act.
SECTION 17. This act, without reference to any statute, shall be deemed to be full and complete authority for the issuance of the aforesaid bonds, and shall be construed as an additional and alternative method therefor, and none of the present restrictions, requirements, conditions or limitations of law applicable to the issuance or sale of bonds, notes or other obligations by cities in this state shall apply to the issuance and sale of bonds under this act, and no proceedings shall be required for the issuance of such bonds other than those provided for and required herein, and all powers necessary to be exercised in order to carry out the provisions of this act are hereby conferred.
SECTION 18. This act shall take effect and be in force from and after its passage.