The Advocate, NOTICE - - - LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY The following resolution was offered by Dellafosse and seconded by Camardelle: RESOLUTION A RESOLUTION AUTHORIZING THE LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY TO PROCEED WITH A FINANCING ON BEHALF OF PROVIDENT VILLAGE AT AMERICANA LLC, INVOLVING THE ISSUANCE OF NOT TO EXCEED $18,000,000 LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY HEALTHCARE FACILITIES REVENUE BONDS (PROVIDENT VILLAGE AT AMERICANA LLC PROJECT); AUTHORIZING APPLICATION TO THE LOUISIANA STATE BOND COMMISSION; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, under authority of Chapter 10-D of Title 33 of the Louisiana Revised Statutes of 1950, as amended (the Act), and other constitutional and statutory authority, the Louisiana Local Government Environmental Facilities and Community Development Authority (the Issuer), is a political subdivision of the State of Louisiana established for public purposes as set forth pursuant to the Act; and WHEREAS, the Act authorizes the Issuer 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, pursuant to the Act, Provident Village at Americana LLC, a Delaware limited liability company (the Company), has requested that the Issuer issue its not to exceed $18,000,000 Louisiana Local Government Environmental Facilities and Community Development Authority Healthcare Facilities Revenue Bonds (Provident Village at Americana LLC Project), in one or more series (the Bonds) for the purpose of: (i) financing a portion of the costs of acquiring, constructing, furnishing, and equipping an approximately 72,000 square foot assisted living facility with approximately 48 assisted living units and approximately 42 memory care units to be located in the City of Zachary, Parish of East Baton Rouge, Louisiana; (ii) funding a debt service reserve fund, if necessary; and (iii) paying a portion of the costs of issuance of the Bonds (collectively, the Project); and WHEREAS, it is the desire of the Executive Committee of the Board of Directors of the Issuer to apply for approval of the issuance of the Bonds by the State Bond Commission; 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 by and on behalf of said Issuer through powers granted to the Executive Committee by the Board of Directors, that: SECTION 1. Pursuant to the authority of the Act, the financing of the Project through the issuance of revenue bonds is hereby authorized, such bonds to be in an aggregate amount not to exceed $18,000,000 and designated Louisiana Local Government Environmental Facilities and Community Development Authority Healthcare Facilities Revenue Bonds (Provident Village at Americana LLC Project); in one or more series (the Bonds), on a taxable or tax-exempt basis, to mature not later than thirty-five (35) years from their date of issuance, bearing interest at a rate not to exceed seven and three quarters percent (7.75%) per annum on senior bonds and not to exceed nine and one-half percent (9.50%) per on any subordinated series of bonds. The Bonds may be issued as fully registered bonds in denominations of at least $25,000 or any integral multiple of $5,000 in excess thereof. The initial purchaser shall execute an Investment Letter, without the traveling requirement, in the form approved by Bond Counsel and counsel to the Issuer. The Bonds shall be secured pursuant to the terms of a Loan Agreement and Trust Indenture providing for a pledge of revenues of the Company, as further described in the Loan Agreement, said Loan Agreement and Trust Indenture to be in form and substance acceptable to bond counsel to the Issuer. SECTION 2. The Chairman, Vice Chairman, Secretary/ Treasurer, Executive Director and/or Assistant Secretary of the Issuer are authorized and empowered to take any and all further action 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 financing, such applications or requests for approval thereof as may be required by law, including an application to the State Bond Commission for approval of the financing. SECTION 3. The Issuer hereby approves and authorizes the publication of one or more Notices of Public Hearing, in the form approved by bond counsel to the Issuer, and does hereby further authorize and approve the conducting of public hearings as set forth in said notices in accordance with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. SECTION 4. 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 firm of Butler Snow LLP, Baton Rouge, Louisiana, is hereby employed as bond counsel (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 fees to be paid Bond Counsel shall be an amount not to exceed the Attorney Generals then current Bond Counsel Fee Schedule as negotiated 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 the 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 payable from proceeds of the Bonds by the Issuer for costs related to the issuance of the Bonds, subject to the Attorney Generals written approval of said employment and fee. SECTION 5. Herbert J. Sims & Co., Inc., Orlando, Florida is hereby selected as Underwriter in connection with the issuance, sale and delivery of the Bonds. SECTION 6. It is recognized and agreed that a real necessity exists for the employment of special counsel to serve as issuer counsel to the Issuer to supervise the issuance of the Bonds and accordingly Jones Walker LLP, Baton Rouge, 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 Generals 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 Issuer from the proceeds of the Bonds. SECTION 7. This resolution is hereby declared an adoption of official intent by the Issuer in accordance with United States Treasury Regulations, Section 1.150-2(e). The maximum amount of such reimbursement is $1,000,000. SECTION 8. Bond Counsel is hereby directed to forward a certified copy of this Resolution to the State Bond Commission (the Commission), Baton Rouge, Louisiana, along with a letter requesting prompt approval of this application. SECTION 9. By virtue of the Issuers application for, acceptance and utilization of the benefits of the Commissions approval resolved and set forth herein, it resolves that it understands and agrees that such approval is expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and ass - PUBLIC NOTICES/BONDS
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