2002-0222
INTRODUCED BY: ALBERT D. LAQUE, PARISH PRESIDENT
DEPARTMENT OF ECONOMIC DEVELOPMENT & TOURISM
RESOLUTION NO.
Title
A resolution authorizing the Parish President of the Parish of St. Charles, State of Louisiana to execute a preliminary agreement between Randa Corp. and the Parish of St. Charles, State of Louisiana to finance the acquisition, construction and equipping of a corporate headquarters and distribution facility and providing for other matters in connection therewith.
Body
WHEREAS, it is the desire of the Parish Council of the Parish of St. Charles, State of Louisiana, the governing body of the Parish of St. Charles, Louisiana (the "Issuer") to encourage the location of or additions to industrial enterprises and necessary property and appurtenances thereto within said Parish under the authority of Sections 991 to 1001 of Title 39 and/or Section 143 of Title 39 of the Louisiana Revised Statutes of 1950, as amended (jointly and/or independently the "Act"), and other constitutional and statutory authority supplemental thereto; and,
WHEREAS, Randa Corp., acting directly through itself or through a subsidiary, affiliate, other related legal entity, real estate holding company or operating entity (collectively, the "Company"), proposes to finance the acquisition, construction and equipping of a corporate headquarters and distribution facility (the "Project") if the Issuer will utilize the aforesaid authority in the manner hereinafter provided; and,
WHEREAS, this Parish Council has concluded that the acquisition and construction of said facilities will benefit the welfare, health and safety of the citizens of the Parish of St. Charles, Louisiana and that it is in the public interest of said citizens to encourage the acquisition, construction and installation of said facilities which shall constitute an economic development project for the Issuer; and,
WHEREAS, it is the desire of the Issuer to meet the criteria of the State Bond Commission in order to have the Project placed on the agenda of the State Bond Commission for approval; and,
WHEREAS, this resolution is intended to be an official intent of the Issuer and a declaration of intent to reimburse in accordance with the provisions of Treasury Regulations, Section 1.150-2 to the extent applicable; and,
WHEREAS, it is now the desire of the Parish Council to authorize the Parish President to execute an appropriate agreement evidencing the understanding of this Parish Council with respect to the issuance of the revenue bonds hereinafter described.
NOW, THEREFORE, BE IT RESOLVED by the Parish Council of the Parish of St. Charles, State of Louisiana, acting as the governing authority of said Parish, that:
SECTION 1. Pursuant to the authority of the Act, the facilities, consisting of the acquisition, construction and equipping of a corporate headquarters and distribution facility in the Parish of St. Charles, State of Louisiana, which shall constitute an economic development project for the Issuer (the "Project") described and defined in the Agreement attached hereto and marked as "Supplement 1" for identification herewith (the "Agreement") is hereby approved and the financing thereof by the Issuer through the issuance of its revenue bonds pursuant to the Act is hereby authorized, such bonds to be in an amount not exceeding $9,000,000 and to be designated revenue bonds (the "Bonds").
SECTION 2. The Parish President of the Issuer be and is hereby authorized, empowered, and directed to execute, for and on behalf of the Issuer, an agreement between the Issuer and the Company, authorizing the issuance of the Bonds in an amount not exceeding $9,000,000, to finance the cost of the Project located in the Parish of St. Charles, Louisiana, said Agreement to be substantially in the form and to contain substantially the terms and provisions set forth in the Agreement.
SECTION 3. The officers of the Issuer are authorized and empowered to take any and all further action and to sign any and all documents, instruments and writings as may be necessary to carry out the purposes of this resolution and to file, on behalf of the Issuer, with any governmental board or entity having jurisdiction over the Project, such applications or requests for approval thereof as may be required by law.
SECTION 4. This resolution is a declaration of official intent of the Issuer to issue revenue bonds as contemplated in the Agreement in accordance with the laws of the Louisiana and the United States Treasury Regulations, Section 1.150-2 to the extent applicable.
SECTION 5. It is recognized by the parties hereto that a real necessity exists for the employment of special bond counsel in connection with the issuance of the Bonds and accordingly Foley & Judell, L.L.P., be and they are hereby employed as special bond counsel to the Issuer to do and perform comprehensive legal and co-ordinate professional work with respect to the issuance and sale of the Bonds. Said special bond counsel shall prepare and submit to the Issuer for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of said Bonds, shall counsel and advise the Issuer as to the issuance and sale of said Bonds, and shall furnish their opinion covering the legality of the issuance thereof. The fee to be paid said bond counsel for said issue of Bonds shall be in accordance with the Attorney General's Guidelines for Fees and Services of Bond Attorneys and identified therein as "Comprehensive Legal and Coordinate Professional Work", together with actual out-of-pocket expenses for travel, duplicating, printing, mailing and telephone expenses in connection with the issuance of said Bonds. The fees herein described shall either be payable directly to bond counsel from an administrative fee fund funded by the Company or be payable from the funds derived from the sale of said Bonds.
SECTION 6. It is hereby further found and determined that a real necessity exists for the employment of special local counsel to the Issuer in connection with the issuance of the Bonds and, accordingly, Robert L. Raymond, of Destrehan, Louisiana, be and he is hereby employed as special counsel to the Issuer to do and to perform all legal services as local counsel in connection with the issuance of the Bonds. The fee to be paid said local counsel shall be computed at an hourly rate not exceeding the amount provided by the guidelines for such services as approved by the Attorney General of the State of Louisiana, plus out-of-pocket expenses. The fee herein described shall be payable out of administrative fees established and charged by the Issuer for costs related to the issuance, subject to the Attorney General's written approval of said employment.
SECTION 7. That there is hereby authorized to be published by the Chairman, a notice of public hearing and actual notice to tax recipient bodies in the Parish describing the affect on ad valorem taxes of ownership of the Project by the Parish and there is also authorized the publication of a Notice of Sale or Notice of Intention to issue the Bonds.
Vote
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
And the resolution was declared adopted this day of , 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: