2007-0014
INTRODUCED BY: ALBERT D. LAQUE, PARISH PRESIDENT
(DEPARTMENT OF ECONOMIC DEVELOPMENT & TOURISM)
RESOLUTION NO.
Title
A resolution authorizing the Parish President to execute a preliminary agreement between the Parish of St. Charles, Louisiana and Renewable Energy Group, Inc. 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, it is the desire of the Parish Council of the Parish of St. Charles, Louisiana, as governing authority of the Parish of St. Charles, Louisiana (the "Issuer") to encourage the acquisition, construction and equipping of a bio-diesel production facility within the Parish of St. Charles, Louisiana (the "Parish"), 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; and,
WHEREAS, Renewable Energy Group, Inc. a ___________ corporation (the "Company"), proposes to finance the acquisition, construction and equipping of a bio-diesel production facility (the "Project") within the Parish if the Issuer 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 equipping of said facilities; 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, the Issuer, 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 (the "Code"), provided that said bonds are designated as such by the State Bond Commission, and obtains an allocation of volume cap for such Gulf Opportunity Zone Bonds, and meets 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 issuer 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 an industrial development project; 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 Issuer 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, THAT WE, THE MEMBERS OF THE ST. CHARLES PARISH COUNCIL acting as the governing authority of the Issuer, that:
SECTION 1. Pursuant to the authority of the Act, the project, consisting of the acquisition, construction and equipping of a bio-diesel production facility in St. Charles Parish, Louisiana (the "Project"), described and defined in Schedule 1 hereto is hereby approved and the financing of a portion of the cost of the acquisition, construction and equipping thereof by the Parish of St. Charles (the "Issuer"), 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 $130,000,000 and 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. The Parish President is hereby authorized, empowered, and directed to execute, for and on behalf of the Issuer, an agreement between the Issuer and Renewable Energy Group, Inc, or a related entity (the "Company"), authorizing the issuance of the Bonds in an amount not exceeding $130,000,000, 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 Schedule 1 hereto.
SECTION 3. The Parish President is 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, including an application to the State Bond Commission for preliminary 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.
It is the policy of the State Bond Commission that in the event that at any time, either before, at or after the issuance of the Certificates, the Issuer determines to utilize any interest rate swap, hedge or other form of derivative product in connection with the Certificates, the District must comply 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." In particular, any proposed interest rate swap, hedge or other form of derivative product will include the terms and conditions required by said State Bond Commission Policy, or a detailed explanation of any variance from said policy must be furnished to the State Bond Commission prior to entering into such interest rate swap, hedge or other form of derivative product.
SECTION 4. The Parish President, or his designee, be and he is hereby authorized, empowered and directed to conduct a public hearing and 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.
SECTION 5. Prior to the delivery of the Bonds, the Issuer anticipates that the Company may pay a portion of the costs of the Project from its general fund or other available funds. The Issuer 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 6. 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, Bond Counsel, New Orleans, Louisiana, are hereby employed as Bond Counsel to the Issuer to do and to perform comprehensive, legal and coordinate professional work with respect to the issuance and sale of the Bonds. Bond Counsel shall (i) prepare and submit to the Issuer for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of the Bonds, (ii) counsel and advise the Issuer 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, said fee to 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.
SECTION 7. 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, subject to the Attorney General's written approval of said employment and fee, as required by the Act.
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 , 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: _____________________________