2007-0111
INTRODUCED BY: ALBERT D. LAQUE, PARISH PRESIDENT
(BOND COUNSEL)
Resolution No.
Title
A resolution authorizing the Parish President and the Council Secretary of the Parish of St. Charles, State of Louisiana, to execute a preliminary agreement with SilvaGas Taft LLC granting its preliminary approval with respect to the financing of certain industrial facilities; authorizing the publication of a Notice of Public Hearing; and providing for other matters in connection with the foregoing.
Body
WHEREAS, it is the desire of the Parish of Charles, State of Louisiana (the "Parish"), to encourage the location of and addition to industrial enterprises within its jurisdiction under the authority of Sections 991 to 1001, inclusive, of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), and other constitutional and statutory authority supplemental thereto; and
WHEREAS, SilvaGas Taft LLC (the "Company"), a limited liability corporation and wholly-owned subsidiary of SilvaGas Corporation, proposes to finance the acquisition, construction and installation of an industrial facility consisting of a biomass-to-syngas facility, constituting nonresidential real property to be located in the geographical limits of St. Charles Parish in the Gulf Opportunity Zone as provided in the Gulf Opportunity Zone Act of 2005, or facilities constituting solid waste disposal facilities, recycling facilities, resource recovery facilities or industrial sewage and wastewater treatment facilities under Section 142 of the Internal Revenue Code of 1986, as amended (collectively, the "Project"), as described in Exhibit A attached to the Preliminary Agreement identified as Supplement I hereto, and has requested that the Parish utilize the aforesaid authority and grant preliminary approval with respect to the financing of the Project through the issuance of its revenue bonds (the "Bonds") in the manner hereinafter provided; and
WHEREAS, this Parish Council has concluded that the acquisition, construction and installation of the Project will benefit the welfare and economy of the Parish and that it is in the public interest to encourage the construction of the Project; and
WHEREAS, prior to the issuance of the Bonds, the Company, directly or through a subsidiary or other related legal entity or operating entity of SilvaGas Corporation, intends to expend its own funds to pay the costs of acquisition, construction and installation of the Project and reasonably expects to reimburse said expenditures from the proceeds of the Bonds; and
WHEREAS, following issuance of the Bonds, the Company intends to use proceeds of the Bonds to fund additional costs of acquisition, construction and installation of the Project and to fund a portion of the costs of issuance of the Bonds; and
WHEREAS, this resolution is intended to be an official action of the Parish and a declaration of intent to reimburse in accordance with the provisions of Treasury Regulations, Section 1.150-2; and
WHEREAS, it is now the desire of this Parish Council to authorize the Parish President and the Council Secretary to execute an appropriate agreement evidencing the understanding of this Parish Council with respect to granting its preliminary approval of the financing of the Project through the issuance of the 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 the Parish of St. Charles, State of Louisiana:
SECTION 1. That pursuant to the authority of the Act, the Project is hereby approved and the Parish Council grants its preliminary approval of the financing of the cost of the acquisition, construction and installation thereof by the Parish through the issuance of its tax exempt revenue bonds in one or more series, such bonds to be in an aggregate amount not exceeding $75,000,000 and to be designated Revenue Bonds (the "Bonds").
SECTION 2. That the Parish President and the Council Secretary be and they are hereby authorized, empowered, and directed to execute, for and on behalf of the Parish, an agreement between the Parish and the Company, with respect to the issuance of the Bonds in one or more series in an amount not exceeding $75,000,000 to finance the cost of the Project, said Agreement to be substantially in the form and to contain substantially the terms and provisions set forth in the Preliminary Agreement attached to this resolution and marked Supplement I for identification herewith.
SECTION 3. That the Parish President and the Council Secretary 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, including, without limitation, a request for a volume cap allocation to the State Bond Commission and Executive Counsel to the Governor and to the State Bond Commission for approval of the financing if any portion of the Bonds will be issued as exempt facility bonds.
SECTION 4. That application be and the same is hereby made to the State Bond Commission, Baton Rouge, Louisiana, for consent and authority to issue, sell and deliver the Bonds and for approval of the sale agreement and trust indenture for the Bonds.
SECTION 5. That application is hereby made to the Governor of the State of Louisiana for a designation of all or a portion of the Bonds as "Qualified Gulf Opportunity Zone Bonds" pursuant to Executive Order KBB 2006-9, and the Parish is authorized to submit such documentation, including a certified copy of this resolution, as shall be necessary to obtain such designation.
SECTION 6. That the Parish hereby authorizes the publication of a Notice of Public Hearing and does hereby further authorize and approve the conducting of a public hearing in accordance with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended.
SECTION 7. That this resolution is intended to be an official action and a declaration of intent to reimburse in accordance with the provisions of Treasury Regulations, Section 1.150-2.
SECTION 8. That by virtue of the Parish's application for, acceptance and utilization of the benefits of the State Bond Commission's approval requested herein, the Parish understands and agrees that such approval is expressly conditioned upon, and further 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 Commission on July 20, 2006, as to the borrowing and other matters subject to the approval, including subsequent application and approval under said Policy of the implementation or use of any swaps or other products or enhancements covered thereby.
SECTION 9. That 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, the employment of Foley & Judell, L.L.P., New Orleans, Louisiana, as bond counsel to the Parish to do and to perform comprehensive, legal and coordinate professional work with respect to the issuance and sale of the Bonds is hereby ratified and approved. 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 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, and shall be payable out of the proceeds of the Bonds or funds provided by the Company, subject to the Attorney General's written approval of said employment.
SECTION 10. It is hereby further found and determined that a real necessity exists for the employment of local special counsel to the Issuer in connection with the issuance of the Bonds and, accordingly, Robert L. Raymond, Esq., 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 the proceeds of the Bonds or funds provided by the Company, subject to the Attorney General's written approval of said employment.
Vote
This resolution having been submitted to a vote, the vote thereon was as follows:
And the resolution was declared adopted on this 2nd day of April, 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 Council Secretary of the Parish Council of the Parish of St. Charles, State of Louisiana, the governing authority of the Parish of St. Charles, State of Louisiana (the "Parish"), do hereby certify that the foregoing pages constitute a true and correct copy of a resolution adopted by the Parish on April 2, 2007 authorizing the Parish President and the Council Secretary of the Parish of St. Charles, State of Louisiana, to execute a preliminary agreement with SilvaGas Taft LLC, granting its preliminary approval with respect to the financing of certain industrial 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 2nd day of April, 2007.
________________________________
Council Secretary
[SEAL]