Senate Bill 3105

(As Passed the Senate)

AN ACT TO AMEND CHAPTER 950, LOCAL AND PRIVATE LAWS OF 1980, AS LAST AMENDED BY CHAPTER 978, LOCAL AND PRIVATE LAWS OF 1998, TO INCREASE THE PRINCIPAL AMOUNT OF BONDS THAT MAY BE ISSUED FOR THE MEMORIAL HOSPITAL AT GULFPORT TO AUTHORIZE UNDERTAKING ALL THINGS NECESSARY OR HELPFUL FOR THE HOSPITAL TO PARTICIPATE IN ALL ASPECTS OF FEDERAL AND STATE LEGISLATION AND PROGRAMS RELATED TO HURRICANE KATRINA RELIEF, AND TO AUTHORIZE UNDERTAKING CREDIT SUPPORT INSTRUMENTS FOR THE BENEFIT OF THE HOSPITAL; AND FOR RELATED PURPOSES.

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

SECTION 1. Chapter 950, Local and Private Laws of 1980, as amended by Chapter 844, Local and Private Laws of 1981, as amended by Chapter 818, Local and Private Laws of 1982, as amended by Chapter 876, Local and Private Laws of 1991, as amended by Chapter 978, Local and Private Laws of 1998, is amended as follows:

Section 1. It is hereby determined and declared that for the benefit of the people of the City of Gulfport, Mississippi, and the people of Supervisors Districts Two, Three and Four, and election districts New Hope, Poplar Head and West Creek of Supervisors District Five, of Harrison County, Mississippi, as those supervisors districts and election districts existed on July 18, 1946, and the surrounding area, the increase of their commerce, welfare and prosperity, and the improvement and maintenance of their health and living conditions, it is essential that the people of said area have access to adequate medical care and hospital facilities; it is essential that the City of Gulfport, Mississippi, and the Board of Supervisors of Harrison County, Mississippi, acting for and on behalf of Supervisors Districts Two, Three and Four and election districts New Hope, Poplar Head and West Creek of Supervisors District Five, as those supervisors districts and election districts existed on July 18, 1946, be provided with appropriate additional means to assist in the improvement and maintenance of the public health; it is the purpose of this act to provide a measure of assistance and an alternative method to enable either the City of Gulfport, Mississippi, or the Board of Supervisors of Harrison County, Mississippi, acting for and on behalf of Supervisors Districts Two, Three and Four and election districts New Hope, Poplar Head and West Creek of Supervisors District Five, as those supervisors districts and election districts existed on July 18, 1946, or both, to issue bonds 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 not suspend the operation of general law and shall be liberally construed in conformity with the intention expressed in this section.

Section 2. Whenever 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 meanings:

(a) "Governing body" shall mean the Mayor and Board of Commissioners of the City of Gulfport or the Board of Supervisors of Harrison County, Mississippi, acting for and on behalf of Supervisors Districts Two, Three and Four and election districts New Hope, Poplar Head and West Creek of Supervisors District Five, as those supervisors districts and election districts existed on July 18, 1946, or both of said bodies in the event that both shall determine to issue bonds.

(b) "Board of trustees" shall mean the Board of Trustees of the Memorial Hospital at Gulfport, which is jointly owned by the City of Gulfport and Supervisors Districts Two, Three and Four, and the New Hope, Poplar Head and West Creek election districts of Supervisors District Five of Harrison County, Mississippi, as they existed on July 18, 1946.

(c) "Bonds" shall mean those debt obligations of the issuer issued under the provisions of this act, which debt obligations may be issued as bonds, notes, certificates of indebtedness or in such other form as may be determined by the governing body which is not inconsistent with the provisions of this act.

(d) "Issuer" shall mean the City of Gulfport, Mississippi, or Supervisors Districts Two, Three and Four, and election districts New Hope, Poplar Head and West Creek of Supervisors District Five, of Harrison County, Mississippi, as those supervisors districts and election districts existed on July 18, 1946, or both, acting in their respective capacities as the issuers of bonds pursuant to this act.

(e) "Hospital" shall mean the Memorial Hospital at Gulfport, together with structures, facilities, machinery, equipment and/or other property suitable for use as or in connection with such hospital or any of its legally authorized health care activities, including, without limitation, sites therefor, communication facilities, computer facilities, dining halls, fire fighting facilities, fire prevention facilities, food service and preparation facilities, interns' residences, laboratories, laundries, maintenance facilities, offices, parking areas and structures, pharmacies, recreational facilities, research facilities, storage facilities, utilities, radiology facilities, and all other property, whether real or personal, and wherever located, which it is authorized by law to own, or any combination of the foregoing. The hospital shall be owned in accordance with the provisions of Chapter 13, Title 41, Mississippi Code of 1972, and the terms of a contract dated July 18, 1946, as the same may be amended from time to time, between the City of Gulfport, Mississippi, and the Board of Supervisors of Harrison County, Mississippi, acting for and on behalf of Supervisors Districts Two, Three and Four, and the New Hope, Poplar Head and West Creek election districts of Supervisors District Five of Harrison County, Mississippi, as they existed on July 18, 1946.

Section 3. The governing body, acting for and on behalf of the issuer, is hereby authorized to issue bonds to provide funds to establish, erect, build, construct, remodel, add to, acquire, equip and furnish the hospital and to acquire real estate therefor. Bonds issued pursuant to this act, exclusive of bonds issued to provide for the refunding of outstanding bonds, shall not exceed Two Hundred Fifteen Million Dollars ($215,000,000.00).

Section 4. Prior to the issuance of any bonds, the governing body shall adopt a resolution declaring its intention so to do, stating the amount of bonds proposed to be issued, the purposes 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 at least three (3) consecutive weeks in at least one (1) newspaper published in Harrison County, Mississippi. 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 ten percent (10%) of the qualified electors of the issuer, or fifteen hundred (1500), whichever is the lesser, 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 event it shall not be necessary to publish the resolution declaring its intention to issue bonds as herein provided.

Section 5. Where an election is to be called as provided in Section 4 of this act, notice of such election shall be signed by the clerk of the issuer, and shall be published once a week for at least three (3) consecutive weeks in at least one (1) newspaper published in Harrison County, Mississippi. 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 6. Such election shall be held, as far as is practicable, in the same manner as other special elections are held in the issuer. At such election, all qualified electors of the issuer 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 mark (x) or a check mark (√) opposite his choice on the proposition.

Section 7. 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 issuer and certified by them to the governing body, it shall be the duty of such 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 voted 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 date of the election or the date of the final favorable termination of any litigation affecting the issuance of such bonds.

Section 8. All bonds shall be limited obligations of the issuer, the principal of, redemption premium, if any, and interest on which shall be payable solely from and shall be secured by a pledge of the revenues and receipts derived from the operation of the hospital, which pledge may be subordinate to a prior pledge of the revenues of the hospital securing obligations outstanding at the time of issuance of the bonds. Bonds and interest coupons appurtenant thereto shall never constitute an indebtedness of the City of Gulfport, Harrison County, Mississippi, or any subdivision thereof, 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 of Gulfport, Harrison County, or any subdivision thereof or a charge against their general credit or taxing powers, and such fact shall be plainly stated on the face of each such bond. The bonds shall not be considered when computing any limitation of indebtedness of the issuer established by law. All bonds and all interest coupons appurtenant thereto shall be construed to be negotiable instruments, despite the fact that they are payable solely from a specified source.

Section 9. Bonds may be executed and delivered by the issuer 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 forty (40) 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, not to exceed fourteen percent (14%) per annum, 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 issuer any right or option to redeem any bonds, except as may be provided in the proceedings under which they shall be issued. Bonds may be sold at such price or prices, at public or private sale, in such manner and at such times as the issuer shall determine; provided, however, that no such sale shall be at a price so low as to require the payment of interest on the money received therefor at more than fourteen percent (14%) per annum computed with relation to the absolute maturity of the bonds, in accordance with the actuarial method, excluding from such computation the amount of any premium to be paid on redemption of any bonds prior to maturity. The issuer may pay all expenses, premiums and commissions which the governing body may deem necessary or advantageous in connection with the issuance and sale thereof. The issuance by the issuer of one or more series of bonds shall not preclude it from issuing other series of bonds, but the proceedings whereunder any subsequent bonds may be issued shall recognize and protect any prior pledge made for any prior issue of bonds.

The proceeds of bonds may be used (a) to establish, erect, build, construct, remodel, add to, equip and furnish the hospital, and to acquire real estate therefor, (b) to pay interest on the bonds while such hospital is being established, erected, built, constructed, remodeled, added to, equipped or furnished and for a maximum of six (6) months after the estimated date of completion, (c) to provide for the payment of or to make provision for payment of, by the appropriate escrowing of monies or securities, the principal of and interest on which when due will be adequate to make such payment, any indebtedness encumbering the revenues of the hospital, whether such payment is to be effected by redemption of such indebtedness prior to maturity or by payment at maturity, (d) to pay engineering, fiscal, printing, accounting, financial advisor, construction manager, feasibility consultant, hospital consultant, architectural and legal expenses incurred in connection with such hospital and the issuance of the bonds, (e) to provide for the establishment of a reasonable reserve fund for the payment of principal of and interest on the bonds in the event of a deficiency in the revenues and receipts available for such payments, (f) to pay the premium or premiums on any insurance obtained from any source to assure the prompt payment of principal and interest when due, and (g) to pay start-up costs and costs of operation and maintenance of the hospital while it is being established, erected, built, constructed, remodeled, added to, equipped or furnished and for a maximum of twelve (12) months after the estimated date of completion.

Section 10. (1) Any debt obligations of the issuer, including bonds issued under this act and obligations issued under Sections 41-13-15 through 41-13-51, Mississippi Code of 1972, issued to establish, erect, build, construct, remodel, add to, equip and furnish the hospital, at any time outstanding may, at any time and from time to time, be refunded by the issuer 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 of the refunding bonds to the date of maturity or to the first redemption date of the obligations to be refunded, 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 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 or insured savings and loan association located in the State of Mississippi, if such certificates shall be secured by a pledge of any of said 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 11. (1) The bonds may be secured by a trust agreement among the issuer, the board of trustees, 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. Any such trust agreement may pledge or assign for the payment of the principal of, redemption premium, if any, and interest on the bonds, the revenues and receipts derived from the operation of the hospital.

(2) Such trust agreement or resolution providing for the issuance of bonds may provide for the creation and maintenance of such reserve funds as the governing body shall determine are reasonable and proper. 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 issuer and the board of trustees in relation to the acquisition of property and the construction, improvement, maintenance, repair, operation and insurance of the hospital for which such bonds shall have been issued or the revenues from which are pledged as security for the bonds, 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 corporate 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 governing body 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.

(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 the revenues and receipts, and rental payments, if any, pledged to the payment of the bonds and to apply such revenues and receipts, and rental payments, if any, in accordance with such proceedings, trust agreements or instruments.

Section 12. No bond shall bear more than one (1) rate of interest; each bond shall bear interest from its date to its stated maturity date at the interest rate specified on the bonds; all bonds of the same maturity shall bear the same rate of interest from date to maturity. All interest accruing on bonds shall be payable semiannually or annually, except that the first interest coupon attached to any bond may be for any period not exceeding one (1) year. No interest payment shall be evidenced by more than one (1) coupon, and neither cancelled nor supplemental coupons shall be permitted.

Section 13. All bonds shall be executed on behalf of the issuer by the manual or facsimile signature of the mayor if the issuer is the City of Gulfport or by the president of the board of supervisors, if the issuer is Supervisors Districts Two, Three and Four, and election districts New Hope, Poplar Head and West Creek of Supervisors District Five, of Harrison County, Mississippi, as those supervisors districts and election districts existed on July 18, 1946, and shall be countersigned by the manual or facsimile signature of the Clerk of the City of Gulfport or the clerk of the board of supervisors, whichever is applicable; provided that at least one (1) signature on each bond shall be manual. All coupons shall be executed on behalf of the issuer by the facsimile signatures of the mayor or president of the board of supervisors, as applicable, and clerk of the issuer. 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 14. 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 15. The board of trustees shall continue to have the authority, powers, rights, privileges and immunities with respect to the hospital as provided under Sections 41-13-15 through 41-13-51, Mississippi Code of 1972.

Section 16. This act, without reference to any statute not referred to herein, shall be deemed to be full and complete authority for the issuance of 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 issuers 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 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 17. The bonds authorized by this act and the income therefrom shall be exempt from all taxation in the State of Mississippi.

SECTION 2. This act shall take effect and be in force from and after its passage.