The Advocate, LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY On motion by Dellafosse and seconded by Camardelle, the following resolution was adopted: RESOLUTION A resolution authorizing the Authority to proceed with development of a project on behalf of Woman's Hospital Foundation involving the issuance of not to exceed One Hundred Million Dollars ($100,000,000) Louisiana Local Government Environmental Facilities and Community Development Authority Hospital Revenue and Refunding Bonds (Woman's Hospital Foundation Project) in one or more series; authorizing publication of a Notice of Public Hearing; authorizing the issuance and sale of revenue bonds to refund certain bonds of the Authority and to finance certain facilities; authorizing the officers and directors of the Authority to do all things necessary to effectuate this resolution; and to otherwise provide with respect thereto. WHEREAS, the Louisiana Local Government Environmental Facilities and Community Development Authority (the "Authority") is a political subdivision of the State of Louisiana (the "State") 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 454816) (the "Act"); and WHEREAS, Woman's Hospital Foundation (the "Foundation"), a Louisiana nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("Code"), and exempt from federal income taxation pursuant to Section 501(a) of the Code, has requested that the Authority undertake a financing on behalf of the Foundation involving the proposed issuance by the Authority of not to exceed $100,000,000 Louisiana Local Government Environmental Facilities and Community Development Authority Hospital Revenue and Refunding Bonds (Woman's Hospital Foundation Project), in one or more series (the "Bonds"); and WHEREAS, the Authority, for the benefit of the Foundation, issued its $86,380,000 original principal amount of Hospital Revenue Bonds (Woman's Hospital Foundation Gulf Opportunity Zone Project) Series 2010B (the "Series 2010B Bonds"), all of which are still outstanding; and WHEREAS, the Authority desires to refund a portion of the Series 2010B Bonds; and WHEREAS, the issuance of the Bonds by the Authority will assist the Foundation in providing funds to (i) refund a portion of the Series 2010B Bonds, (i) finance all or a portion of the costs of constructing, improving and equipping capital improvements throughout the Woman's Hospital Campus (the "Project"), and (iii) paying costs of issuance of the Bonds, including, without limitation, the cost of credit enhancement of the Bonds, if deemed necessary; and WHEREAS, it is the desire of the Authority to encourage the construction of healthcare facilities and other enterprises to provide for the health, safety and welfare of the residents of the State, under the authority of the Act and other constitutional and statutory authority; and WHEREAS, the Authority has concluded that refunding of a portion of the Series 2010B Bonds and the construction, improvement and equipping of the Project will benefit the health, safety and welfare of the citizens of the Authority and the State and that it is in the public interest of said citizens to encourage the refunding of the Series 2010B Bonds and the construction, improvement and equipping of the Project; and WHEREAS, the Act and other constitutional and statutory authority empower 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; and WHEREAS, the Foundation desires that the Authority proceed with the refunding of the Series 2010B Bonds and the development of the Project on behalf of the Foundation, and the Authority desires to proceed with the refunding of the Series 2010B Bonds and the development of the Project; and WHEREAS, the Bonds will be special limited revenue obligations of the Authority and will foster and further the objectives of the Act by assisting the Foundation in providing lower cost hospital and health care facilities and services to the citizens and residents of the State and, particularly, the residents of the Baton Rouge metropolitan area; and therefore promote the general public health, safety and welfare of said citizens and residents; and WHEREAS, the Authority finds and declares this Resolution shall constitute a commitment and agreement to issue the Bonds in an aggregate principal amount not to exceed $100,000,000 and that the issuance of the Bonds will be appropriate and consistent with the provisions of the Act, and that adoption of this Resolution is and is intended to be (a) an inducement to the Foundation to cooperate with the Authority in providing for the refunding of a portion of the Series 2010B Bonds and the construction, improvement and equipping of the Project and issuance of the Bonds; and (b) official action of the Authority toward issuance of the Bonds, similar to adoption of a bond resolution as contemplated within Sections 1.142-4 and 1.150-5 of the Treasury Regulations pursuant to Section 142 of the Code; and WHEREAS, the Bonds to be issued by the Authority to refund a portion of the Series 2010B Bonds and to finance the Project may be issued, at the direction of the Authority in consultation with the Foundation, bearing either fixed and/or variable rates of interest; WHEREAS, the Authority desires to authorize filing of an application with the Louisiana State Bond Commission (the "Commission") requesting that the Commission grant approval to issuance of the Bonds in accordance with the Act; and WHEREAS, it is desirable that the Executive Committee of the Authority (the "Executive Committee") adopt a resolution approving issuance of the Bonds for the refunding of a portion of the Series 2010B Bonds and the development of the Project; and 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 said Authority, that: SECTION 1. Pursuant to the authority of the Act, the Authority hereby authorizes the refunding of a portion of the Series 2010B Bonds and the undertaking and development of the Project as defined and described in Exhibit A hereto and the issuance of not to exceed $100,000,000 Louisiana Local Government Environmental Facilities and Community Development Authority Hospital Revenue and Refunding Bonds (Woman's Hospital Foundation Project), in one or more series (collectively, the "Bonds"). The Bonds shall mature not later than October 1, 2044, and shall bear interest at a fixed rate not to exceed six percent (6%) per annum and/or a variable rate not to exceed twelve percent (12%) per annum. The Bonds shall be secured by payments under a loan agreement to be entered into by and between the Foundation and the Authority, which payments will be assigned and pledged to the Authority for payment of principal of and interest on the Bonds. SECTION 2. The Authority hereby finds and determines that (a) the proposed Project, as described in Exhibit "A" attached hereto, is located within East Baton Rouge Parish, Louisiana, and the financing of the Project and refunding of a portion of the Series 2010B Bonds by the Authority will further the objects and/or purposes of the Act by assisting the Foundation in providing lower cost hospital and health care facilities and services to the citizens and residents of the State and, particularly, the residents of East Baton Rouge Parish and surrounding parishes; and (b) the Bonds will be special limited revenue obligations of the Authority payable solely from the revenues of the Foundation and any other income or properties of the Foundation pledged or encumbered as security therefor. SECTION 3. The Authority - PUBLIC NOTICES/BONDS
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