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1. 6/20/2019
PUBLIC NOTICE - - - LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY On the motion of Rabalais and seconded by Adams the following resolution was adopted: RESOLUTION A RESOLUTION MAKING CERTAIN FINDINGS WITH RESPECT TO AND AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $2,600,000 LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY REVENUE BONDS (RAGIN' CAJUN FACILITIES, INC. UNIVERSITY OF LOUISIANA AT LAFAYETTE CAJUNDOME PROJECT) IN ONE OR MORE SERIES; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE TRUST INDENTURE AND THE LOAN AND ASSIGNMENT AGREEMENT; AUTHORIZING OTHER DOCUMENTS, CERTIFICATES OR CONTRACTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE OFFICERS AND DIRECTORS OF THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION. WHEREAS, the Louisiana Local Government Environmental Facilities and Community Development Authority (the "Authority"), is a political subdivision of the State of Louisiana established for public purposes pursuant to Chapter 10-D of Title 33 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 33:4548.1 through 4548.16, inclusive) (the "Act"); WHEREAS, the Act and other constitutional and statutory authority empower the Authority to issue bonds to provide funds to the beneficiary thereof to allow it to finance and refinance the construction and acquisition of public infrastructure and public works of all types and to provide for the issuance of bonds in order to finance such construction and acquisition; WHEREAS, the Act empowers the Authority to issue bonds to provide funds for and to fulfill and achieve its authorized public functions or corporate purposes as set forth in the Act; WHEREAS, the Cajundome Commission (the "Commission") is a joint commission and public body corporate created under Part VII, Chapter 2 of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and Act 230 of the Regular Session of the Louisiana Legislature of 1979 (collectively, the "Commission Act"); WHEREAS, pursuant to the Commission Act and an Intergovernmental Contract dated September 23, 2012 by and between the University of Louisiana at Lafayette (the "University") and the City of Lafayette, Louisiana, the Commission has the power and authority to operate the Cajundome located on the campus of the University of Louisiana at Lafayette (the "Cajundome"); WHEREAS, the Authority has adopted a resolution on May 9, 2019 authorizing the issuance of not to exceed $2,600,000 Louisiana Local Government Environmental Facilities and Community Development Authority Revenue Bonds (Ragin' Cajun Facilities, Inc. University of Louisiana at Lafayette Cajundome Project) in one or more series (the "Bonds"), for the purpose of (i) financing the design, renovation, furnishing and equipping of certain improvements to the Cajundome including but not limited to improvements to the food and beverage retail sales facilities therein, (ii) funding a debt service reserve fund, if necessary, and (iii) paying the costs of issuance of the Bonds, including a premium for a bond insurance policy with respect to the Bonds, if necessary (the "Project"); WHEREAS, at the request of the Commission, the Authority desires for the proceeds of the Bonds to be loaned to Ragin' Cajun Facilities, Inc. (the "Corporation") and for the Corporation to construct the Project; WHEREAS, the Authority is authorized by the Act to secure its revenue bonds by a pledge of the income, revenues and receipts derived by or payable to the Authority under the Loan and Assignment Agreement (the "Loan Agreement"); WHEREAS, pursuant to a Trust Indenture dated as of August 1, 2015 (the "Series 2015 Indenture") between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), the Authority has previously issued its $18,500,000 Revenue Bonds (Ragin' Cajun Facilities, Inc. University of Louisiana at Lafayette Cajundome Project) Series 2015 (the "Series 2015 Bonds"), which are secured by financing payments derived by the Corporation from the Commission, which are paid from (i) moneys collected by the Louisiana Department of Revenue and Taxation from a combined 3.97% sales and use tax levied and collected on the furnishing of all hotel and motel rooms, cottages or cabins in Lafayette Parish and all such funds dedicated to the planning, development, and capital improvements at or adjacent to the Cajundome site accruing to, on deposit in or received by the Commission from the Lafayette Parish Visitor Enterprise Fund (the "Tax Revenues") and (ii) any revenue generated from the operation of the approximately 80,000 gross square foot convention, trade show, educational, performance, sporting and other event facility, previously constructed on the Site contiguous to the Cajundome owned by the State through the Board of Supervisors for the University of Louisiana System (the "Board") and the University located on the campus of the University and operated under the name Cajundome Convention Center, as the same may be modified from time to time, in excess of the costs of operation, equipping and maintenance thereof in any fiscal year as calculated by the Commission (the "Excess Facility Revenues" and, together with the Tax Revenues, the "Pledged Revenues"); WHEREAS, pursuant to a First Supplemental Trust Indenture dated as of August 1, 2016 (the "Series 2016 Indenture" and, together with the Series 2015 Indenture, the "Prior Indenture") between the Authority and the Trustee, the Authority has previously issued its $11,005,000 Revenue and Refunding Bonds (Ragin' Cajun Facilities, Inc. University of Louisiana at Lafayette Cajundome Convention Center Project) Series 2016 (the "Series 2016 Bonds" and, collectively with the Series 2015 Bonds, the "Prior Bonds"), which are secured by financing payments derived by the Corporation from the Commission, which are paid from Pledged Revenues secured on a parity with the Series 2015 Bonds; WHEREAS, the Commission desires for the Bonds to be secured either on a pari passu basis with or on a junior and subordinate basis to the Prior Bonds, subject to the limitations included in the Prior Indenture; WHEREAS, the Authority and the Trustee will enter into a Trust Indenture (the "Indenture") pursuant to which the Authority's rights, duties and obligations under the Loan Agreement (except for certain rights of reimbursement of expenses, indemnification and exculpation, and rights to notices) shall be assigned by the Authority under the Indenture to the Trustee for the benefit and security of the present and future owners of the Bonds; WHEREAS, in consideration of the loan by the Authority pursuant to the Loan Agreement, the Corporation will agree to make payments of principal and interest that will be sufficient to pay or reimburse the payment of the costs of issuance of the Bonds and principal of, interest and other charges relative to the Bonds; WHEREAS, the Authority has determined that the sale of the Bonds to one or more institutional purchasers to be selected by the Corporation (the "Purchaser"), upon submission of an acceptable commitment for the purchase of the Bonds and the use of the proceeds thereof as described herein will be in furtherance of the public purposes intended to be served by the Act; WHEREAS, the State Bond Commission will consider approval of the issuance of the Bonds by the Authority at its June 20, 2019 meeting; WHEREAS, all consents and approvals required to be given by public bodies in connection with the authorization, issuance and sale of the Bonds as authorized by the Indenture and as required by the Act have been or will be secured prior to the delivery of the Bonds; and WHEREAS, the Authority now desires to authorize the execution and delivery of the Loan Agreement and the Trust Indenture, substantially in the forms submitted to the Authority this date, and all other documents, certificates and contracts ancillary thereto and required in connection with the transaction contemplated hereby in the forms as approved by Bond Counsel and counsel to the Authority, to authorize the sale and delivery of the Bonds to the purchaser thereof within certain parameters set forth herein, and to provide for the execution of all instruments, documents and certificates in connection therewith. NOW, THEREFORE, be it resolved by the Executive Committee of the Board of Directors of the Authority, acting as the governing authority for said Authority, that: SECTION 1. The facts recited in the preamble to this resolution are found to be true and correct and are specifically and affirmatively adopted by the Authority as resolutions of the Authority. SECTION 2. Subject to the approval of the State Bond Commission, for the purpose of financing the Project, the Authority hereby authorizes the issuance of not to exceed $2,600,000 Louisiana Local Government Environmental Facilities and Community Development Revenue Bonds (Ragin' Cajun Facilities, Inc. University of Louisiana at Lafayette Cajundome Project) in one or more series, taxable or tax-exempt. The details of the Bonds and the other 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 and filed with the official minutes of the Authority, with such additions, omissions and changes as may be approved by Bond Counsel to the Authority. The Bonds will be issued only as fully registered bonds in the denominations of $100,000 or any integral of $1,000 in excess thereof. The Bonds shall mature not later than fifteen (15) years from the date of issuance, and shall bear interest at a fixed or variable rate not to exceed seven percent (7%) per annum, all as provided in and subject to the terms and conditions of the Indenture. The Bonds may be secured on a pari passu basis with the Prior Bonds, subject to the limitations included in the Prior Indenture, or on a junior and subordinate basis to the lien of the Prior Bonds on the Pledged Revenues (as hereinafter defined), or both. SECTION 3. The Bonds shall be secured by payments made by the Corporation pursuant to a Loan Agreement by and between the Authority and the Corporation, which payments will be assigned and pledged to the Authority for payment of principal of and interest on the Bonds. The payments under the Loan Agreement will be derived by the Corporation from financing payments (the "Financing Payments") to be received by the Corporation pursuant to a lease or other financing agreement (the "Financing Agreement") to be executed between the Corporation and the Commission. Pursuant to the Financing Agreement, the obligation of the Commission to pay the Financing Payments due to the Corporation is secured by all moneys collected by the Louisiana Department of Revenue and Taxation from a combined 3.97% sales and use tax levied and collected on the furnishing of all hotel and motel rooms, cottages or cabins in Lafayette Parish (the "Tax Revenues") and a pledge of any revenue generated from the operation of the approximately 80,000 gross square foot convention, trade show, educational, performance, sporting and other event facility on the Site continuous to the Cajundome owned by the State through the Board and the University located on the campus of the University and operated under the name Cajundome Convention Center, as the same may be modified from time to time (the "Excess Facility Revenues") which are dedicated for the Project and all such funds dedicated to the Project accruing to, on deposit in or received by the Commission from the Lafayette Parish Visitor Enterprise Fund. SECTION 4. The Bonds may be sold and purchased pursuant to the terms of a term sheet or commitment for the purchase of the Bonds (the "Term Sheet") acceptable to Bond Counsel, counsel to the Authority and the Placement Agent, said Term Sheet to be accepted by the Authority, the Corporation and the Commission, which will provide for the sale or placement of the Bonds and will reflect the terms of the Bonds provided that the parameters set forth in Section 2 hereof are not exceeded. SECTION 5. The forms and terms of the Indenture and the Loan Agreement are hereby approved in substantially the form submitted to the Authority, all of the provisions of which are hereby made a part of this resolution, with such additions, omissions and changes as may be approved by Bond Counsel and counsel to the Authority. The execution and delivery of all ancillary documents, certificates or contracts by the Authority, including the Bond Purchase Agreement, in such form as is acceptable to Bond Counsel and counsel to the Authority, is hereby approved. SECTION 6. By virtue of applicant/issuer'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 it 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 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 7. The Chairman, Vice Chairman, Secretary-Treasurer, Executive Director or Assistant Secretary are hereby authorized and directed, for and on behalf of the Authority, to do all things necessary, on the advice of Bond Counsel to the Authority, to effectuate the sale and delivery of the Bonds and to implement this resolution, including the publication hereof as required by the Act, the execution of agreements, documents or certificates necessary to issue and deliver the Bonds, including but not limited to the final versions of the Indenture and the Loan Agreement. Said officers are hereby further authorized and directed to approve for and on behalf of and in the name of the Authority any changes, additions or deletions in any of the documents, instruments or certificates referred to in this resolution, provided that all such changes, additions or deletions, if any, shall be approved by Bond Counsel to the Authority and consistent with and within the authority provided by the Act. SECTION 8. This resolution shall be published in The Advocate, the official journal of the Authority and the State of Louisiana published in Baton Rouge, Louisiana. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] SECTION 9. This Resolution shall become effective immediately upon its adoption. This Resolution having been submitted to a vote, the vote thereon was as follows: Executive Committee Members YEA: David J. Camardelle, Chairman David C. Butler, II, Vice Chairman Billy D'Aquilla David Rabalais Mary Adams NAY: None ABSENT: Guy Cormier ABSTAINING: None The Resolution was declared adopted on this 13th day of June, 2019. **** (Other items of business not pertinent to the foregoing resolution may be found in the official minutes of the Executive Committee of the Authority.) LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY /s/Ty E. Carlos Ty E. Carlos, Executive Director Attest: /s/Amy K. Cedotal Amy K. Cedotal, Assistant Secretary 358626-jun 20-1t
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2. 6/20/2019
PUBLIC NOTICE - - - LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMET AUTHORITY RESOLUTION A RESOLUTION MAKING CERTAIN FINDINGS WITH RESPECT TO AND AUTHORIZING THE ISSUANCE OF NOT TO EXCEED TEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($10,250,000) LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY REVENUE BONDS (ST. MARTIN PARISH GOMESA PROJECT); APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE TRUST INDENTURE, THE LOAN AND ASSIGNMENT AGREEMENT, THE BOND PURCHASE AGREEMENT AND OTHER DOCUMENTS, CERTIFICATES OR CONTRACTS REQUIRED IN CONNECTION THEREWITH; AUTHORIZING THE PREPARATION AND DISTRIBUTION OF THE PRELIMINARY LIMITED OFFERING MEMORANDUM AND THE LIMITED OFFERING MEMORADUM RELATING TO THE ISSUANCE OF THE BONDS; AUTHORIZING THE SELECTION OF THE UNDERWRITER IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE BONDS; AND AUTHORIZING THE OFFICERS AND DIRECTORS OF THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION WHEREAS, the Louisiana Local Government Environmental Facilities and Community Development Authority (the "Authority"), is a political subdivision of the State of Louisiana established for public purposes pursuant to Chapter 10-D of Title 33 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 33:4548.1 through 4548.16) (the "Act"); and WHEREAS, the Act and other constitutional and statutory authority empowers the Authority to issue bonds to provide funds to the beneficiary thereof to allow it to finance the construction of public infrastructure and public works of all types; and WHEREAS, the Gulf of Mexico Energy Security Act of 2006, Public Law 109-432, as amended and supplemented from time to time ("GOMESA"), provides for the sharing of certain revenues received by the United States government from oil and gas leasing and production in the Gulf of Mexico (the "GOMESA Revenues") with the states of Alabama, Mississippi, Louisiana and Texas and their designated political subdivisions; and WHEREAS, GOMESA authorizes GOMESA Revenues to be spent on (a) projects and activities for the purposes of coastal protection, including conservation, coastal restoration, hurricane protection, and infrastructure directly affected by coastal wetland losses; (b) mitigation of damage to fish, wildlife or natural resources; (c) implementation of a federally-approved marine, coastal or comprehensive conservation management plan; (d) mitigation of the impact of outer Continental Shelf activities through the funding of onshore infrastructure projects; and (e) associated planning and administrative costs (collectively, the "GOMESA Projects"); and WHEREAS, the Parish of St. Martin, State of Louisiana (the "Borrower" or the "Parish") is a designated political subdivision that receives GOMESA Revenues under GOMESA; and WHEREAS, the Borrower, a member of the Authority according to the Act, has requested the Authority to issue its not to exceed Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000) Revenue Bonds (St. Martin Parish GOMESA Project) (the "Bonds") for the purposes of (i) funding qualified GOMESA Projects within the Parish, and (ii) paying the costs of issuance of the Bonds (collectively, the "Project"); and WHEREAS, pursuant to and in accordance with the Act and a Loan and Assignment Agreement (the "Loan Agreement") to be entered into by and between the Authority and the Borrower, the Authority will loan to the Borrower funds to finance the Project and/or reimburse the Borrower for capital expenditures previously made in connection therewith under the terms and conditions more fully described in the Loan Agreement; and WHEREAS, in turn, for the payment and security of the Bonds, the Loan Agreement will provide for the pledge by the Borrower of the GOMESA Revenues received by the Borrower (the "Pledged Revenues") thereby obligating the Borrower to pay to the Authority amounts necessary to allow the Authority to make principal and interest payments on the Bonds from such Pledged Revenues; and WHEREAS, the Authority adopted a resolution on May 9, 2019 authorizing the issuance of the Bonds, pursuant to the Act, for the purpose of providing funds to finance the Project; and WHEREAS, the State Bond Commission is expected to grant its approval of the issuance of the Bonds on June 20, 2019 and authorize the Authority to proceed with the financing of the Project for the Borrower through the issuance of the Bonds and the execution of the Loan Agreement by the Borrower; and WHEREAS, the Authority and Hancock Whitney Bank (the "Trustee") will enter into a Trust Indenture (the "Indenture") pursuant to which the Authority's rights, duties and obligations under the Loan Agreement (except for certain rights of reimbursement of expenses, indemnification and exculpation, and rights to notices) shall be assigned by the Authority under the Indenture to the Trustee for the benefit and security of the present and future owners of the Bonds; and WHEREAS, the Authority has determined that the sale of the Bonds to Wells Fargo Securities, LLC (the "Purchaser") and the use of the proceeds thereof to finance the Project will be in furtherance of the public purposes intended to be served by the Act; and WHEREAS, all consents and approvals required to be given by public bodies in connection with the authorization, issuance and sale of the Bonds as authorized by the Indenture and as required by the Act have been or will be secured prior to the delivery of the Bonds; and WHEREAS, the Authority now desires to authorize and approve the issuance, sale and delivery of the Bonds to the Purchaser, subject to the sale parameters contained herein; to authorize the execution and delivery of (i) the Loan Agreement; (ii) the Indenture; (iii) the Bond Purchase Agreement; and (iv) all other documents, certificates and contracts ancillary thereto and required in connection with the transaction contemplated hereby; to authorize the preparation and distribution of a Preliminary Limited Offering Memorandum and Limited Offering Memorandum relating to the issuance, sale and delivery of the Bonds; and to provide for the execution of all instruments, documents and certificates in connection therewith. NOW, THEREFORE, be it resolved by the Executive Committee of the Board of Directors of the Louisiana Local Government Environmental Facilities and Community Development Authority, acting as the governing authority for the Authority, that: SECTION 1. For the purpose of financing the Project, the Authority hereby authorizes the issuance of not to exceed $10,250,000 Louisiana Local Government Environmental Facilities and Community Development Authority Revenue Bonds (St. Martin Parish GOMESA Project) (the "Bonds"). The details of the Bonds and the other 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 and filed with the official minutes of the Authority, with such additions, omissions and changes as may be approved by bond counsel and counsel to the Authority. The Bonds will be issued only as fully registered bonds in the denominations of $100,000 or any integral multiple of $5,000 in excess thereof. The Bonds shall mature not later November 1, 2044, and shall bear interest at a fixed interest rate of not exceeding six percent (6%) per annum, all as provided in and subject to the terms and conditions of the Indenture; and secured by payments under the Loan Agreement, which payments will be assigned and pledged to the Authority for payment of principal and interest on the Bonds. SECTION 2. The Bonds shall be sold and purchased pursuant to the terms of the Bond Purchase Agreement entered into by and among the Purchaser, the Authority and the Borrower (the "Bond Purchase Agreement"). The execution and delivery of the Bond Purchase Agreement by the Executive Director or any Authorized Officer (as hereinafter defined) is hereby authorized and approved. SECTION 3. The forms and terms of the Indenture, the Loan Agreement and the Bond Purchase Agreement are hereby approved in substantially in the forms submitted to the Authority and filed with the official minutes of the Authority, all of the provisions of which are hereby made a part of this Resolution, with such additions, omissions and changes as may be approved by bond counsel to the Authority. SECTION 4. The preparation and distribution of the Preliminary Offering Memorandum and Limited Offering Memorandum of the Authority relating to the Bonds containing security features, other pertinent information as may be deemed necessary, advisable or desirable and detailed and comprehensive financial and statistical data, is hereby authorized and approved. SECTION 5. It is recognized and agreed that a real necessity exists for the employment of special counsel to serve as issuer counsel to the Authority to supervise the issuance of the Bonds and accordingly Joseph A. Delafield, Lake Charles, Louisiana is hereby employed for such purposes. The fee to be paid for such services shall be an amount computed at an hourly rate to be negotiated less than the Attorney General's current Hourly Fee Schedule, together with reimbursement of out-of-pocket expenses incurred and advanced in connection with the issuance of the Bonds, and shall be payable by the Borrower from the proceeds of the Bonds. SECTION 6. Hancock Whitney Bank is hereby appointed and approved as Trustee under the Indenture. SECTION 7. The Chairman, Vice Chairman, Secretary-Treasurer, Executive Director and/or Assistant Secretary (each an "Authorized Officer") are hereby authorized and directed, for and on behalf of the Authority, to do all things necessary, on the advice of bond counsel to the Authority, to effectuate the sale and delivery of the Bonds and to implement this Resolution, including the publication hereof as required by the Act, the execution of agreements, documents or certificates necessary to issue and deliver the Bonds, including but not limited to the final versions of the Indenture and the Loan Agreement. Said officers are hereby further authorized and directed to approve for and on behalf of and in the name of the Authority any changes, additions or deletions in any of the documents, instruments or certificates referred to in this Resolution, provided that all such changes, additions or deletions, if any, shall be approved by bond counsel to the Authority and consistent with and within the authority provided by the Act. SECTION 8. This Resolution shall be published in The Advocate, the official journal of the Authority and the State of Louisiana published in Baton Rouge, Louisiana. SECTION 9. This Resolution shall supercede any prior resolutions contrary to the provisions hereof and shall become effective immediately upon its adoption. And the Resolution was declared adopted on this, the 13th day of June, 2019. /s/Amy K. Cedotal Assistant Secretary /s/Ty E. Carlos Executive Director 358523-jun 20-1t
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3. 6/20/2019
PUBLIC NOTICE - - - LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMET AUTHORITY RESOLUTION A RESOLUTION MAKING CERTAIN FINDINGS WITH RESPECT TO AND AUTHORIZING THE ISSUANCE OF NOT TO EXCEED ELEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($11,500,000) LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY REVENUE BONDS (ST MARY PARISH GOMESA PROJECT); APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE TRUST INDENTURE, THE LOAN AND ASSIGNMENT AGREEMENT, THE BOND PURCHASE AGREEMENT AND OTHER DOCUMENTS, CERTIFICATES OR CONTRACTS REQUIRED IN CONNECTION THEREWITH; AUTHORIZING THE PREPARATION AND DISTRIBUTION OF THE PRELIMINARY LIMITED OFFERING MEMORANDUM AND THE LIMITED OFFERING MEMORADUM RELATING TO THE ISSUANCE OF THE BONDS; AUTHORIZING THE SELECTION OF THE UNDERWRITER IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE BONDS; AND AUTHORIZING THE OFFICERS AND DIRECTORS OF THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION WHEREAS, the Louisiana Local Government Environmental Facilities and Community Development Authority (the "Authority"), is a political subdivision of the State of Louisiana established for public purposes pursuant to Chapter 10-D of Title 33 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 33:4548.1 through 4548.16) (the "Act"); and WHEREAS, the Act and other constitutional and statutory authority empowers the Authority to issue bonds to provide funds to the beneficiary thereof to allow it to finance the construction of public infrastructure and public works of all types; and WHEREAS, the Gulf of Mexico Energy Security Act of 2006, Public Law 109-432, as amended and supplemented from time to time ("GOMESA"), provides for the sharing of certain revenues received by the United States government from oil and gas leasing and production in the Gulf of Mexico (the "GOMESA Revenues") with the states of Alabama, Mississippi, Louisiana and Texas and their designated political subdivisions; and WHEREAS, GOMESA authorizes GOMESA Revenues to be spent on (a) projects and activities for the purposes of coastal protection, including conservation, coastal restoration, hurricane protection, and infrastructure directly affected by coastal wetland losses; (b) mitigation of damage to fish, wildlife or natural resources; (c) implementation of a federally-approved marine, coastal or comprehensive conservation management plan; (d) mitigation of the impact of outer Continental Shelf activities through the funding of onshore infrastructure projects; and (e) associated planning and administrative costs (collectively, the "GOMESA Projects"); and WHEREAS, the Parish of St Mary, State of Louisiana (the "Borrower" or the "Parish") is a designated political subdivision that receives GOMESA Revenues under GOMESA; and WHEREAS, the Borrower, a member of the Authority according to the Act, has requested the Authority to issue its not to exceed Eleven Million Five Hundred Thousand Dollars ($11,500,000) Revenue Bonds (St Mary Parish GOMESA Project) (the "Bonds") for the purposes of (i) funding qualified GOMESA Projects within the Parish, and (ii) paying the costs of issuance of the Bonds (collectively, the "Project"); and WHEREAS, pursuant to and in accordance with the Act and a Loan and Assignment Agreement (the "Loan Agreement") to be entered into by and between the Authority and the Borrower, the Authority will loan to the Borrower funds to finance the Project and/or reimburse the Borrower for capital expenditures previously made in connection therewith under the terms and conditions more fully described in the Loan Agreement; and WHEREAS, in turn, for the payment and security of the Bonds, the Loan Agreement will provide for the pledge by the Borrower of the GOMESA Revenues received by the Borrower (the "Pledged Revenues") thereby obligating the Borrower to pay to the Authority amounts necessary to allow the Authority to make principal and interest payments on the Bonds from such Pledged Revenues; and WHEREAS, the Authority adopted a resolution on May 9, 2019 authorizing the issuance of the Bonds, pursuant to the Act, for the purpose of providing funds to finance the Project; and WHEREAS, the State Bond Commission is expected to grant its approval of the issuance of the Bonds on June 20, 2019 and authorize the Authority to proceed with the financing of the Project for the Borrower through the issuance of the Bonds and the execution of the Loan Agreement by the Borrower; and WHEREAS, the Authority and Hancock Whitney Bank (the "Trustee") will enter into a Trust Indenture (the "Indenture") pursuant to which the Authority's rights, duties and obligations under the Loan Agreement (except for certain rights of reimbursement of expenses, indemnification and exculpation, and rights to notices) shall be assigned by the Authority under the Indenture to the Trustee for the benefit and security of the present and future owners of the Bonds; and WHEREAS, the Authority has determined that the sale of the Bonds to Wells Fargo Securities, LLC (the "Purchaser") and the use of the proceeds thereof to finance the Project will be in furtherance of the public purposes intended to be served by the Act; and WHEREAS, all consents and approvals required to be given by public bodies in connection with the authorization, issuance and sale of the Bonds as authorized by the Indenture and as required by the Act have been or will be secured prior to the delivery of the Bonds; and WHEREAS, the Authority now desires to authorize and approve the issuance, sale and delivery of the Bonds to the Purchaser, subject to the sale parameters contained herein; to authorize the execution and delivery of (i) the Loan Agreement; (ii) the Indenture; (iii) the Bond Purchase Agreement; and (iv) all other documents, certificates and contracts ancillary thereto and required in connection with the transaction contemplated hereby; to authorize the preparation and distribution of a Preliminary Limited Offering Memorandum and Limited Offering Memorandum relating to the issuance, sale and delivery of the Bonds; and to provide for the execution of all instruments, documents and certificates in connection therewith. NOW, THEREFORE, be it resolved by the Executive Committee of the Board of Directors of the Louisiana Local Government Environmental Facilities and Community Development Authority, acting as the governing authority for the Authority, that: SECTION 1. For the purpose of financing the Project, the Authority hereby authorizes the issuance of not to exceed $11,500,000 Louisiana Local Government Environmental Facilities and Community Development Authority Revenue Bonds (St Mary Parish GOMESA Project) (the "Bonds"). The details of the Bonds and the other 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 and filed with the official minutes of the Authority, with such additions, omissions and changes as may be approved by bond counsel and counsel to the Authority. The Bonds will be issued only as fully registered bonds in the denominations of $100,000 or any integral multiple of $5,000 in excess thereof. The Bonds shall mature not later November 1, 2044, and shall bear interest at a fixed interest rate of not exceeding six percent (6%) per annum, all as provided in and subject to the terms and conditions of the Indenture; and secured by payments under the Loan Agreement, which payments will be assigned and pledged to the Authority for payment of principal and interest on the Bonds. SECTION 2. The Bonds shall be sold and purchased pursuant to the terms of the Bond Purchase Agreement entered into by and among the Purchaser, the Authority and the Borrower (the "Bond Purchase Agreement"). The execution and delivery of the Bond Purchase Agreement by the Executive Director or any Authorized Officer (as hereinafter defined) is hereby authorized and approved. SECTION 3. The forms and terms of the Indenture, the Loan Agreement and the Bond Purchase Agreement are hereby approved in substantially in the forms submitted to the Authority and filed with the official minutes of the Authority, all of the provisions of which are hereby made a part of this Resolution, with such additions, omissions and changes as may be approved by bond counsel to the Authority. SECTION 4. The preparation and distribution of the Preliminary Offering Memorandum and Limited Offering Memorandum of the Authority relating to the Bonds containing security features, other pertinent information as may be deemed necessary, advisable or desirable and detailed and comprehensive financial and statistical data, is hereby authorized and approved. SECTION 5. It is recognized and agreed that a real necessity exists for the employment of special counsel to serve as issuer counsel to the Authority to supervise the issuance of the Bonds and accordingly Joseph A. Delafield, Lake Charles, Louisiana is hereby employed for such purposes. The fee to be paid for such services shall be an amount computed at an hourly rate to be negotiated less than the Attorney General's current Hourly Fee Schedule, together with reimbursement of out-of-pocket expenses incurred and advanced in connection with the issuance of the Bonds, and shall be payable by the Borrower from the proceeds of the Bonds. SECTION 6. Hancock Whitney Bank is hereby appointed and approved as Trustee under the Indenture. SECTION 7. The Chairman, Vice Chairman, Secretary-Treasurer, Executive Director and/or Assistant Secretary (each an "Authorized Officer") are hereby authorized and directed, for and on behalf of the Authority, to do all things necessary, on the advice of bond counsel to the Authority, to effectuate the sale and delivery of the Bonds and to implement this Resolution, including the publication hereof as required by the Act, the execution of agreements, documents or certificates necessary to issue and deliver the Bonds, including but not limited to the final versions of the Indenture and the Loan Agreement. Said officers are hereby further authorized and directed to approve for and on behalf of and in the name of the Authority any changes, additions or deletions in any of the documents, instruments or certificates referred to in this Resolution, provided that all such changes, additions or deletions, if any, shall be approved by bond counsel to the Authority and consistent with and within the authority provided by the Act. SECTION 8. This Resolution shall be published in The Advocate, the official journal of the Authority and the State of Louisiana published in Baton Rouge, Louisiana. SECTION 9. This Resolution shall supercede any prior resolutions contrary to the provisions hereof and shall become effective immediately upon its adoption. And the Resolution was declared adopted on this, the 13th day of June, 2019. /s/Amy K. Cedotal Assistant Secretary /s/Ty E. Carlos Executive Director 358545-jun 20-1t
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