2007-0328
INTRODUCED BY: ALBERT D. LAQUE, PARISH PRESIDENT
(DEPARTMENT OF LEGAL SERVICES)
ORDINANCE NO. _________
Title
An ordinance awarding $2,750,000 Parish of St. Charles, State of Louisiana Revenue Bonds (Ram Tool Project) Series 2007; requesting and authorizing the authentication and directing the delivery and application of the proceeds of said Bonds; approving the form and directing the execution and delivery on behalf of said Parish of the Trust Indenture and Installment Sale Agreement which set forth the terms and conditions under which said Bonds are being sold; approving various financing and other documents; ratifying the publication of the notice of intention to sell bonds; and providing for other matters in connection therewith.
Body
WHEREAS, pursuant to the provisions of Ordinance No. 07-6-4 adopted on June 18, 2007, by
the St. Charles Parish Council, acting as the governing authority of the Parish of
St. Charles, State of Louisiana (the "Issuer"), the Issuer approved the issuance of
not exceeding $2,750,000 of its Revenue Bonds (Ram Tool Project), Series 2007;
and
WHEREAS, the Bonds are to be designated "Parish of St. Charles, State of Louisiana Revenue
Bonds (Ram Tool Project) Series 2007" (the "Bonds") and are to be issued pursuant to a Trust Indenture dated as of November 1, 2007 (the "Indenture"),
between the Issuer and The Bank of New York Trust Company, N.A., New
Orleans, Louisiana, as trustee (the "Trustee"), in accordance with the provisions
of SECTIONs 991 to 1001, inclusive, of Title 39 of the Louisiana Revised
Statutes of 1950, as amended (the "Act"); and
WHEREAS, a notice of intention to sell Bonds was duly published in the St. Charles Herald-
Guide, a newspaper of general circulation published in the Parish of St. Charles,
Louisiana, on October 25, 2007 and in The Daily Journal of Commerce, a
financial journal or newspaper containing a section devoted to municipal
bond news published in New Orleans, Louisiana, on October 25, 2007; and
WHEREAS, the Bonds are being issued for the purpose of financing a portion of the cost of
acquiring, constructing, reconstructing, renovating, furnishing and developing a
warehouse and distribution facility and related facilities constituting
nonresidential real property (including fixed improvements associated with such
property) to be located in the geographical limits of the Parish in the Gulf
Opportunity Zone as provided in the Gulf Opportunity Zone Act of 2005
(collectively, the "Project") through the Corporation's indirect wholly owned
subsidiary, MHH Properties, LLC, an Alabama limited liability company (the
"Company"), and paying the costs of issuance of the Bonds; and
WHEREAS, pursuant to the terms of a Trust Indenture dated November 1, 2007, by and
between the Issuer and the Trustee (the "Indenture") and an Installment Sale
Agreement dated November 1, 2007, by and between the Issuer and the Company
(the "Installment Sale Agreement"), the Bonds are to be purchased by Compass
Bank (the "Purchaser"), maturing on the date and bearing interest at the rates
described in the Trust Indenture and Installment Sale Agreement; and
WHEREAS, the provisions of Section 147(f) of the Internal Revenue Code of 1986, as
amended (the "Code") require that an applicable elected representative of a
governmental unit approve the issuance of revenue bonds after a public hearing
following reasonable public notice; and
WHEREAS, the notice of public hearing was published on October 25, 2007, in the St. Charles
Herald-Guide, a newspaper of general circulation published in St. Charles Parish,
Louisiana, in a manner sufficient to inform the public and potential competitors of
the subject, date and place of such public hearing; and
WHEREAS, this Parish Council now desires to approve the sale of the Bonds; approve the
form and direct the execution and delivery on behalf of the Issuer of the Trust
Indenture and Installment Sale Agreement; approve various financing and other
documents; and provide for other matters in connection therewith;
THE ST. CHARLES PARISH COUNCIL HEREBY ORDAINS:
SECTION 1. That the Bonds shall be issued in the aggregate principal amount of $2,750,000, shall be designated "Parish of St. Charles, State of Louisiana Revenue Bonds (Ram Tool Project) Series 2007," shall be issued in one or more series, and shall be dated the date of delivery thereof to the Purchaser. The Bonds shall be issued as bonds with an indexed rate, but not exceeding 8% per annum, and shall mature not later than thirty (30) years from the date thereof. The Bonds shall be entitled to the security provided in the Indenture.
SECTION 2. That this Parish Council hereby awards the Bonds to the Purchaser.
SECTION 3. That the execution and delivery of the Trust Indenture and Installment Sale Agreement by the Parish President in substantially the form presented at this meeting is hereby approved, with such changes as may be approved by Bond Counsel and the Parish President. The signature of the Parish President on the Trust Indenture and Installment Sale Agreement is deemed to be conclusive evidence of his exercise of the authority vested in him hereunder.
SECTION 4. That the Parish President and the Secretary of this Parish Council shall have prepared and shall execute for and on behalf of the Issuer the Bonds (the signature of said Parish President and said Council Secretary on Bonds being authorized to be a facsimile signature), and shall deliver the same to the Trustee for authentication on the date of delivery thereof. The Trustee shall, upon authentication of the Bonds and receipt by the Trustee of documentation required by the Indenture, deliver the same in accordance with the Indenture, and the Trustee shall receive from the Purchaser for the account of the Issuer the purchase price, and shall deposit the proceeds of the Bonds in accordance with the Indenture. The Trustee is hereby requested and authorized to authenticate the Bonds in accordance with the terms of the Indenture. The Bank of New York Trust Company, N.A., New Orleans, LA, is hereby designated as the Trustee.
SECTION 5. That the Parish President and the Secretary of this Parish Council are hereby further authorized and directed, for and on behalf of and in the name of the Issuer, to execute, deliver and approve the applicable tax and/or non-arbitrage certificate and any and all instruments, documents and certificates which may be required by or provided for in the Trust Indenture or Installment Sale Agreement or as may otherwise be required for or necessary, convenient or appropriate to the financing described in this Ordinance. Said officers are further authorized and empowered to approve, for and on behalf of and in the name of the Issuer, any changes, additions or deletions in any such documents, instruments and certificates referred to in this ordinance, provided that all such changes, additions or deletions, if any, shall be approved by bond counsel and shall be consistent with and within the authority provided by the Act. The signatures of said Parish President and Council Secretary upon any of the documents set forth above, or as may be otherwise required for or necessary, convenient or appropriate to the financing described in this ordinance, are deemed to be conclusive evidence of their due exercise of the authority vested in them hereunder.
SECTION 6. That this Parish Council does hereby authorize the Parish President, or his designee, to conduct the public hearing required by SECTION 147(f) of the Code on November 13, 2007. The Parish President is authorized to approve the Bonds subsequent to such public hearing and to execute any documents evidencing such approval as may be requested by bond counsel.
SECTION 7. That, in compliance with the "State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products, Hedges, Etc.", adopted by the State Bond Commission on July 20, 2006,the Parish hereby agrees that it will not execute any swap identification certificate required by Internal Revenue Service hedge regulations unless otherwise approved by the State Bond Commission or its Director.
SECTION 8. That any and all other proceedings of the Issuer in conflict with the provisions of this Ordinance are hereby amended or repealed to the extent of such conflict. All other proceedings of the Issuer not in conflict with this Ordinance shall remain in full force and effect.
Vote
The foregoing ordinance having been submitted to a vote, the vote thereon was as follows:
And the ordinance was declared adopted on this _________ day of November, 2007, to become effective five (5) days after publication in the official journal.
CHAIRMAN: __________________________________________
COUNCIL SECRETARY: ________________________________
DLVD/PARISH PRESIDENT: ____________________________
APPROVED ______ DISAPPROVED _______________
PARISH PRESIDENT: ___________________________________
RETD/SECRETARY: ____________________________________
AT: ____________________ RECD BY: _____________________