2007-0197
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 said Parish and Valero Energy Corporation; authorizing the issuance of revenue bonds in one or more series to finance certain facilities and providing for other matters in connection with the foregoing.
Body
WHEREAS, under the authority of Sections 991 through 1001, inclusive of Title 39 of the Louisiana Revised Statutes of 1950, as amended (collectively, the "Act"), and other constitutional and statutory authority supplemental thereto, in order to encourage the location of or addition to industrial enterprises therein or adjoining thereto, the Parish of St. Charles, State of Louisiana (the "Parish"), is authorized to issue revenue bonds and use the funds derived from the sale of such bonds to acquire, purchase, lease, rent, construct, or improve industrial plant sites and industrial plant buildings, and necessary property and appurtenances thereto; and,
WHEREAS, Valero Energy Corporation, a Delaware corporation, or related entity (the "Company"), proposes to finance the acquisition, construction and installation of the expansion of its existing refinery located in the Parish (the "Project"), if the Parish will utilize the aforesaid authority in the manner hereinafter provided; and,
WHEREAS, this Parish Council has concluded that the aforesaid project meets the criteria and guidelines established by the Parish Council, that the acquisition, construction and installation of said project will benefit the welfare and economy of the citizens of the Parish and that it is in the public interest of said citizens to encourage the acquisition, construction and installation of said facilities; and,
WHEREAS, it is the desire of the Parish 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, the Parish, at the request of the Company, intends to issue the hereinafter described bonds as tax-exempt "Gulf Opportunity Zone Bonds" under Section 1400N of the Internal Revenue Code of 1986, as amended by the Gulf Opportunity Zone Act of 2005 provided that said bonds are designated as such by the State Bond Commission, and further to obtain an allocation of volume cap for such Gulf Opportunity Zone Bonds, and meet the other applicable requirements of the Code; and,
WHEREAS, Section 1.150-2 of the income tax regulations prescribed by the Internal Revenue Service require that the Parish of tax-exempt bonds adopt a bond resolution with respect to such bonds or make some other similar expression "official intent" towards the issuance of such bonds prior to the commencement of construction or acquisition of a project to be financed with tax-exempt bonds; 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 Parish desires to give notice of intention to hold a public hearing to consider the issuance of the Bonds in one or more series; and,
WHEREAS, one purpose of this resolution is to satisfy the requirements of said income tax regulations; and,
WHEREAS, it is now the desire of this 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 MEMBERS OF THE ST. CHARLES PARISH COUNCIL acting as the governing authority of the Parish, that:
SECTION 1. Preliminary Approval of Bonds. Pursuant to the authority of the Act, the project, consisting of the acquisition, construction and installation of the expansion of its existing refinery located in the Parish (the "Project"), described and defined in Exhibit A hereto is hereby approved and the financing of a portion of the cost of the acquisition, construction and equipping thereof by the Parish, through the issuance of its revenue bonds in one or more series pursuant to the Act is hereby authorized, such bonds to be in an amount not exceeding One Billion Dollars ($1,000,000,000), to be designated revenue bonds (the "Bonds") and to be issued in the form of Gulf Opportunity Zone Bonds described in Section 1400N of the Code, subject to the requirements for such bonds as set forth in the Code.
SECTION 2. Authorization of Preliminary Agreement. The Parish President is hereby authorized, empowered, and directed to execute, for and on behalf of the Parish, an agreement between the Parish and the Company, or related entity, authorizing the issuance of the Bonds in an amount not exceeding $1,000,000,000, to finance the cost of the Project located in the Parish, said Agreement to be substantially in the form and to contain substantially the terms and provisions as set forth in Exhibit A hereto.
SECTION 3. Authorization of Officers. The Parish President and the officers of this Parish Council 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 Parish, 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. State Bond Commission and Other State Approvals. Application shall be made to the State Bond Commission for approval of the financing. Application is also authorized to be made to the State Bond Commission, the Governor of the State of Louisiana and/or any other applicable governmental bodies, in connection with the designation of the Bonds as Gulf Opportunity Zone Bonds pursuant to the Gulf Opportunity Zone Act of 2005.
By virtue of the Parish's application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission's approval(s) resolved and set forth herein, it resolves that the Parish understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns, to full and continuing 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, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.
SECTION 5. Public Hearing. In accordance with Section 147(f) of the Code, the Parish President, the Chief Administrative Officer or the Director of the Parish Department of Economic Development & Tourism, or any one of the foregoing persons, are each hereby authorized, empowered and directed to conduct a public hearing and to publish a notice of public hearing, said notice of public hearing to be published not less than one time as soon as possible and in any event not less than fourteen (14) days in advance of said hearing. A report of said public hearing shall be made to the Parish President together with a request for the approval of said Parish President, all in accordance with Section 147(f) of the Code.
SECTION 6. Declaration of Official Intent. Prior to the delivery of the Bonds, the Parish anticipates that the Company may pay a portion of the costs of the Project from its general fund or other available funds. The Parish and the Company reasonably expect to reimburse any such expenditures or other available funds from a portion of the proceeds of the Bonds upon the delivery of the Bonds. Any such allocation of proceeds of the Bonds for reimbursement will be with respect to capital expenditures (as defined in Reg. 1.150-1(b)) and will be made upon the delivery of the Bonds and not later than one year after the later of (i) the date such expenditure was paid or (ii) the date on which the Project was placed in service. This Section is intended to be a declaration of official intent with the meaning of Treasury Reg. 1.150-2.
SECTION 7. Employment of Bond Counsel. It is recognized, found and determined that a real necessity exists for the employment of Bond Counsel in connection with the issuance of the Bonds and, accordingly, Adams and Reese LLP, of New Orleans, Louisiana, (who may sometimes be referred to as Company Bond Counsel or Co-Bond Counsel) are hereby employed together with Foley & Judell, LLP, of New Orleans, Louisiana (who may sometimes be referred to as Parish Bond Counsel or together with Adams and Reese LLP, referred to as Co-Bond Counsel, to do and to perform comprehensive, legal and coordinate professional work with respect to the issuance and sale of the Bonds. Co-Bond Counsel shall (i) prepare and submit to the Parish for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of the Bonds, (ii) counsel and advise the Parish with respect to the issuance and sale of the Bonds and (iii) furnish their opinion covering the legality of the issuance thereof. The fee to be paid Co-Bond Counsel shall be an amount based on the Attorney General's then current Bond Counsel Fee Schedule and other guidelines for comprehensive, legal and coordinate professional work in the issuance of revenue bonds applied to the actual aggregate principal amount issued, sold, delivered and paid for at the time Bonds are delivered, together with reimbursement of out-of-pocket expenses incurred and advanced in connection with the issuance of the Bonds. Said fee as to each Co-Bond Counsel shall be negotiated with the Company and shall be at rates approved by the Company and shall be contingent upon the delivery of the Bonds and payable out of Bond proceeds or other funds provided by the Company subject to the Attorney General's written approval of said employment and fee, as required by the Act. In the event that the bond financing of the Project does not proceed to completion, co-bond counsel shall be entitled to reimbursement of their out-of-pocket expenses incurred in connection with the Project, and legal fees at an hourly rate to be agreed upon between the Company and said Co-Bond Counsel; any amounts to be paid pursuant to this sentence shall be paid on behalf of the Parish by the Company.
SECTION 8. Local Special Counsel It is recognized, found and determined that a real necessity exists for the employment of local special counsel and Robert L. Raymond is hereby employed in such capacity. He is hereby employed to do and to perform as special counsel to the Issuer. The fee to be paid shall be an amount based on the Attorney General's then current fee schedule and other guidelines on an hourly basis not to exceed such schedule and shall be paid from an administrative fee or other arrangement with the Parish.
Vote
The foregoing resolution having been submitted to a vote, the vote thereon was as follows:
And the resolution was declared adopted this 18th day of June, 2007, 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:
STATE OF LOUISIANA
PARISH OF ST. CHARLES
I, the undersigned Secretary of the St. Charles Parish Council (the "Parish"), do hereby certify that the foregoing _________ (__) pages constitute a true and correct copy of the proceedings taken by said Parish Council on June 18, 2007, authorizing the Parish President of the Parish of St. Charles, State of Louisiana, to execute a preliminary agreement between the Parish of St. Charles, State of Louisiana and Valero Energy Corporation; authorizing the issuance of revenue bonds in one or more series to finance certain facilities and providing for other matters in connection with the foregoing.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Parish on this the 18th day of June, 2007.
(SEAL) Secretary