2002-0283
INTRODUCED BY: ALBERT D. LAQUE, PARISH PRESIDENT
(DEPT. OF ECONOMIC DEVELOPMENT & TOURISM)
ORDINANCE NO. 02-
Title
An ordinance authorizing the issuance of not exceeding Eight Million Dollars ($8,000,000) of the Parish of St. Charles, State of Louisiana Taxable Revenue Bonds (Randa Properties LLC Project) Series 2002; approving the form and authorizing the execution and delivery of a Lease Agreement and a Trust Indenture to secure the Bonds; acknowledging and accepting the benefits of a Letter of Credit and a Guaranty Agreement; authorizing the appropriate officer of said Parish to execute the aforementioned instruments and all other documents and certificates deemed necessary in connection therewith; applying to the State Bond Commission and Secretary of Economic Development for approval of the issuance of said Bonds; authorizing the publication of a Notice of Intention to Sell Bonds; authorizing the distribution of a Preliminary Official Statement and/or an Official Statement relating to said Bonds; and providing for other matters with respect to the foregoing.
Body
WHEREAS, the Parish of St. Charles, State of Louisiana (the "Issuer"), is authorized and empowered under the laws of the State of Louisiana, including particularly Part XII of Chapter 4 of Subtitle II of Title 39, Sections 991 through 1001, inclusive, and/or Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended (independently and collectively, as appropriate, the "Act") to issue revenue bonds to further its purposes of promoting and encouraging industrial and commercial redevelopment, and to stimulate the economy of the Lessor through renewed commerce and industry; and
WHEREAS, pursuant to and in accordance with the provisions of the Act and a Lease Agreement to be dated as of September 1, 2002 (the "Lease Agreement"), by and between the Issuer and Randa Properties LLC, a limited liability company (the "Company"), the Issuer will finance the cost of a project consisting of the acquisition, construction and equipping of a corporate headquarter and distribution facility (the "Project"), which facility is to be located in the Parish of St. Charles, Louisiana; and
WHEREAS, the Project has created or will create additional employment opportunities for residents of the Parish of St. Charles, Louisiana (the "Parish") and the surrounding area; and
WHEREAS, pursuant to and in accordance with the provisions of the Act and other constitutional and statutory authority, and a Trust Indenture to be dated as of September 1, 2002, by and between Hancock Bank of Louisiana, in the City of Baton Rouge, Louisiana, as trustee (the "Trustee"), and the Issuer (the "Indenture"), the Issuer proposes to issue its Taxable Revenue Bonds (Randa Properties LLC Project) Series 2002 (the "Bonds") in the aggregate principal amount of not exceeding $8,000,000 for the purpose of financing the cost of acquiring, constructing and equipping the Project; and
WHEREAS, the Bonds will be entitled to the benefits of an irrevocable Letter of Credit (the "Front Letter of Credit"), to be issued by Hibernia National Bank (the "Credit Bank"), which Letter of Credit will initially provide additional security for the Bonds, and the Credit Bank will be entitled to reimbursement by the Company for all amounts drawn under the Letter of Credit pursuant to a Reimbursement Agreement dated as of September 1, 2002 between the Company and the Bank, a copy of which has been delivered to the Trustee; and
WHEREAS, Federal Home Loan Bank, or another bank providing credit enhancement, has confirmed the Front Letter of Credit by issuing an irrevocable transferable confirming letter of credit (the "Supporting Letter of Credit"); and
WHEREAS, under the provisions of a Guaranty Agreement dated as of September 1, 2002 (the "Guaranty Agreement") between Randa Corp. (the "Guarantor") and the Trustee, the payment of the principal of premium, if any, and interest on the Bonds will be unconditionally guaranteed to the Trustee for the benefit of the owners of the Bonds; and
WHEREAS, in consideration of the lease of the Project by the Issuer pursuant to the Lease Agreement, the Company will agree to make payments in an amount sufficient to pay the principal of, premium, if any, interest and purchase price of the Bonds pursuant to the Lease Agreement and the Bonds shall be entitled to the benefits of the Letter of Credit, shall be payable solely from the revenues derived by the Issuer from said payments by the Company pursuant to the Lease Agreement and the Bonds shall never constitute an indebtedness or pledge of the general credit of the Issuer within the meaning of any constitutional or statutory limitation of indebtedness or otherwise and will not be paid by the Issuer other than with respect to reductions of rent resulting from meeting certain employment levels; and
WHEREAS, the Bonds are being issued and delivered on the original issue date as taxable revenue Bonds, the interest on which is not excludable from gross income for federal income tax purposes; and
WHEREAS, all consents and approvals required to be given by public bodies in connection with the authorization, issuance and sale of the Bonds herein authorized as required by the Act have been or will be secured prior to the delivery of the Bonds; and
WHEREAS, it is now the desire of this Board of Commissioners to authorize the negotiation, execution and delivery of the Indenture and the Lease Agreement, to fix the details necessary with respect to the issuance and sale of not exceeding $8,000,000 principal amount of said Bonds designated "Parish of St. Charles, State of Louisiana Taxable Revenue Bonds (Randa Properties LLC Project) Series 2002" for the purpose of financing the cost of acquiring, constructing and equipping the Project, paying the expenses of issuing the Bonds, and to provide for the execution of certain instruments, documents and certificates in connection therewith;
NOW, THEREFORE, BE IT ORDAINED by the Parish of St. Charles, State of Louisiana, acting as the governing authority of the Parish of St. Charles, State of Louisiana, that:
SECTION 1. The Parish President is hereby empowered, authorized and directed to execute and deliver the Lease Agreement and Indenture for, on behalf of, in the name of and under the official seal of the Issuer, in accordance with the provisions of the Act, and other constitutional and statutory authority, substantially in the forms as submitted at this meeting and filed with the official minutes of this Parish, with such additions, omissions and changes as may be approved by Bond Counsel to the Issuer and the Parish President of the Issuer. The signatures of the aforesaid officer upon the Lease Agreement and Indenture as so executed shall be deemed conclusive evidence of their due exercise of the authority vested in them hereunder.
SECTION 2. There is hereby authorized to be issued, sold and delivered not exceeding Eight Million Dollars ($8,000,000) aggregate principal amount of "Parish of St. Charles, State of Louisiana Taxable Revenue Bonds (Randa Properties LLC Project) Series 2002" (the "Bonds"), pursuant to the provisions of the Act for the purpose of providing funds to finance the cost of acquiring, constructing and equipping the Project. The details of the Bonds and the provisions of their issuance, security and payment shall be as set forth in the Indenture, said Indenture to be substantially in the form submitted at this meeting, with such additions, omissions and changes as may be approved by Bond Counsel to the Issuer and the Parish President. The Bonds shall be issued initially as taxable variable rate Bonds, convertible from time to time in whole or in part at the option of the Company to Bonds bearing interest at Daily, Weekly, Monthly, Flexible and Term Rates (all as defined in the Indenture upon the satisfaction of certain conditions contained in the Indenture. The Bonds issued initially in the taxable mode shall be designated "Taxable Revenue Bonds (Randa Properties LLC Project) Series 2002". The interest rate on any Bond shall not exceed 12% per annum, and such Bonds shall mature not later than thirty years from the date thereof.
SECTION 3. The Parish President is hereby further authorized and directed for, on behalf of, and in the name of the Issuer to negotiate, execute and deliver any and all additional instruments, documents and certificates in addition to the documents set forth above, including, without limitation, a purchase agreement and any conveyance of the real property to the Parish from funds provided by the State, a mortgage and/or security agreement, which may be required by or provided for in the Lease Agreement or the Indenture, or as may otherwise be required for or necessary, convenient or appropriate to the financing described in this ordinance. Upon the exercise of any option to purchase the land or any improvements under the Lease Agreement, the Parish President is hereby authorized to execute any necessary conveyance to honor such option. Said officer is hereby further authorized and directed to approve for and on behalf of and in the name of the Issuer any changes, additions or deletions in any of the documents, including, without limitation, the insertion of a mortgage and/or security agreements into any instruments or certificates referred to in this ordinance, provided that all such changes, additions or deletions, if any, shall be approved by Bond Counsel to the Issuer and consistent with and within the authority provided by the Act. The signatures of the said Parish President upon such 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. The Parish President is authorized to execute and deliver for and on behalf of the Issuer any and all additional certificates, documents, opinions or other papers and perform all other acts customary to the closing of bond issues as he may deem necessary or appropriate in order to implement and carry out the intent and purposes of this ordinance and is further authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Indenture and Lease Agreement as executed.
SECTION 4. Application be and the same is hereby formally made to the State Bond Commission and Secretary of Economic Development or his successor in responsibility for approval of the Lease Agreement, the Indenture and other documents providing security for the Bonds and for consent and authority to issue, sell and deliver the Bonds herein authorized and that certified copies of this resolution and copies of said documents shall be forwarded to the State Bond Commission and Secretary of Economic Development, together with a request for prompt consideration and approval of this application.
SECTION 5. The Issuer hereby acknowledges and accepts the benefits of the Letters of Credit and the Guaranty Agreement.
SECTION 6. This Parish Council does hereby authorize the distribution of a Preliminary Official Statement and an Official Statement or similar offering materials to prospective purchasers by the underwriters, who shall be represented by Morgan Keegan & Company, Inc., describing, among other things, the Bonds, the Company and the Credit Bank; provided, however, that this authorization shall not constitute an approval of any statements in said Preliminary Official Statement and Official Statement, and the Issuer makes no representation or warranty, either express or implied, as to the accuracy or completeness of the information contained therein (other than information appearing therein under the heading "The Issuer"), as to which information it has no direct knowledge.
SECTION 7. This ordinance shall be published one time in the St. Charles Herald Guide, a bi-weekly newspaper of general circulation in the Parish of St. Charles, Louisiana (being the official journal of the Issuer), and that as provided by the Act, for a period of thirty (30) days
from the date of such publication, any person in interest may contest the legality of this ordinance, the Bonds and any provisions therein made for the security and payment of the Bonds. After the expiration of said thirty days, no person may have any right of action to contest the regularity, formality, legality or effectiveness of this ordinance, the Bonds and any provisions made therein, for any cause whatsoever. Thereafter, it shall be conclusively presumed that every legal requirement for the issuance of the Bonds has been complied with. No court shall have authority to inquire into any of these matters after the said thirty (30) days.
SECTION 8. The publication of a notice of intent to sell the Bonds is hereby authorized and approved.
SECTION 9. This ordinance shall become effective immediately.
Vote
This Ordinance having been submitted to a vote, the vote thereon was as follows:
YEAS:
NAYS:
ABSENT:
And the Ordinance was declared adopted on this, the 5th day of August, 2002, to become effective five (5) days after publication in the official journal.
CHAIRMAN: ___________________________________
SECRETARY: __________________________________
DLVD/PARISH PRESIDENT: _____________________
APPROVED: _______________ DISAPPROVED: _____
PARISH PRESIDENT: ____________________________
RETD/SECRETARY: _____________________________
AT: ____________ RECD BY: ______________________