Notice

Publication Date

2024-10-10

Subcategory

Legal Notice

CITY OF VILLE PLATTE

Introduced on September 16, 2024, and after a public hearing held on October 8, 2024, properly noticed in its official journal, a motion was made and after being moved and seconded the following ordinance was adopted:

AN ORDINANCE AUTHORIZING THE ISSUANCE BY THE CITY OF VILLE PLATTE, STATE OF LOUISIANA, OF ITS REVENUE BOND, SERIES 2024, IN AN AMOUNT OF TEN MILLION DOLLARS ($10,000,000); PRESCRIBING THE FORM, TERMS AND CONDITIONS OF SAID BOND; PROVIDING FOR PAYMENT; ENTERING INTO CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE SECURITY AND PAYMENT OF SAID BOND; AUTHORIZING THE EXECUTION OF A TERM SHEET AND OTHER DOCUMENTS; PROVIDING FOR THE DELIVERY OF THE BOND; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH.

WHEREAS, the City of Ville Platte, State of Louisiana (the “Issuer”), now owns and operates a waterworks plant and system, natural gas transmission and distribution system, and sewage system (collectively, the “System”) as a revenue-producing work of public improvement; and

WHEREAS, the governing authority for the City of Ville Platte, the Board of Aldermen of Ville Platte (the “Governing Authority”) and Sustainability Partners LLC, Delaware limited liability company (“Sustainability Partners”) entered into a Cooperative Endeavor Agreement and related Service Addendum dated June 21, 2022 (the “Concession Agreement”) in which the Issuer granted Sustainability Partners certain rights to the use, operation, and revenues of the System, guaranteed a minimum amount of revenue from user fees generated by the System, and Sustainability Partners financed (i) the design and construction of proposed capital improvements to the Issuer’s sewer treatment plant (the “SP Sewer Project”) in the estimated amount of $3,279,995; (ii) the payoff of all of the Issuer’s then outstanding Utility Revenue Bonds (as defined hereinafter, the “LDH Prior Bonds”) in the amount of $8,097,132 of principal plus accrued interest, and (iii) a contribution to the Issuer (the “City Discretionary Funds”) in the amount of $902,868; and

WHEREAS, prior to the completion of the SP Sewer Project, the Issuer and Sustainability Partners entered into a Release and Settlement Agreement dated June 14, 2024 (the “Settlement Agreement”) providing for (i) Sustainability Partners to cease design and construction of the SP Sewer Project, (ii) the Issuer to acquire ownership of the partially completed SP Sewer Project, (iii) the Issuer to pay Sustainability Partners the amount of $9,900,000 plus accrued interest to the date of payment (the “Termination Amount”), and (iv) the termination of the Concession Agreement; and

WHEREAS, the Issuer intends to complete the design and construction of additional improvements to its sewer treatment plant (the “Project”), the cost of which is estimated at approximately $10,000,000; and

WHEREAS, the Issuer, pursuant to Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950 as amended, and other applicable constitutional and statutory authority (the “Act”); desires to issue its Revenue Bond, Series 2024 for the purpose of providing funds for (i) a portion of the Termination Amount, (ii) a portion of the Project and (iii) the costs of issuing the Bond (collectively, the “Authorized Purposes”); and

WHEREAS, pursuant to the authority of the Act, the Governing Authority adopted a resolution on May 14, 2024 making application to the State Bond Commission (SBC) for approval and to provide notice of its intention to issue bonds of the Issuer in an amount not exceeding Twenty Million Dollars ($20,000,000) without the necessity of holding an election; and

WHEREAS, pursuant to the notice provided on May 24, 2024 to issue the Bond, without the necessity of the holding of an election by the Governing Authority and a public hearing on October 8, 2024 at which no objections were made to the issuance the Bond and no petition was filed requesting an election regarding the issuance of the Bond; and

WHEREAS, the Governing Authority of the Issuer has determined that it is necessary and desirable to approve the sale of the Bond to Regions Capital Advantage, Inc. (the “Lender”) and to authorize the Mayor to execute a term sheet for the Bond (the “Term Sheet”); and

WHEREAS, the Issuer desires to authorize the issuance of its Revenue Bond, Series 2024, in the amount of Ten Million Dollars ($10,000,000) (the “Bond”) in accordance with the terms and provisions of the Act and this Ordinance and to fix the details of the Bond with respect to the execution of a term sheet, their issuance, sale, and delivery for the purposes set forth herein;

NOW, THEREFORE, BE IT RESOLVED by the Board of Aldermen of the City of Ville Platte, State of Louisiana, acting as the governing authority of the City of Ville Platte, that:

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Definitions

• Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:\

“Act” means Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.

“Ad Valorem Tax” means the avails or proceeds of the fifteen (15) mill ad valorem tax authorized at an election held May 2, 2009 expiring December 31, 2028 and any other renewal or replacement ad valorem tax authorized to support the System.

“Additional Parity Bonds” means any pari passu additional bonds that may hereafter be issued pursuant to Article 9 on a parity with the Bond.

“Authorized Denominations” means denominations of $100,000 or any integral multiple of $5,000 in excess thereof.

“Bond” or “Bonds” means the Issuer’s Revenue Bond, Se\\ries 2024, issued pursuant to this Bond Ordinance in the total aggregate principal amount of Ten Million Dollars ($10,000,000), and any bond of said issue, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued.

“Bondholder” or “Registered Owner” or “Owner” means the Person reflected as registered owner of the Bond on the registration books maintained by the Paying Agent,

“Bond Counsel” shall mean LaFleur & Laborde, a firm of attorneys whose experience in matters relating to the issuance of obligations by states and their political subdivisions, is nationally recognized.

“Bond Proceeds” mean the proceeds realized from the sale of the Bond.

“Bond Register” shall mean the records kept by the Paying Agent at its principal corporate trust office in which registration of the Bond and transfer of the Bond shall be made as provided herein.

“Bond Ordinance” means this ordinance, as further amended, and supplemented as herein provided.

“Bond Year” means the one-year period ending on the principal payment date on the Bond (November 1) of each year.

“Borrower” or “Issuer” means the City of Ville Platte, State of Louisiana.

“Business Day” means a day of the year other than a day on which banks located in New York, New York, and the cities in which the principal offices of the Paying Agent are located are required or authorized to remain closed and on which the New York Stock Exchange is closed.

“Closing Date” means the date all documents related to the issuance of the Bond are signed by all parties and on which payment is tendered by the Lender in exchange for the Bond.

“Closing Memorandum” means that certain memorandum provided to the Paying Agent and Registrar on the Closing Date, which details the disbursement of Bond Proceeds.

“Code” means the Internal Revenue Code of 1986, as amended including the rules and regulations promulgated thereunder.

“Construction Fund” means the Construction Fund established pursuant to Section 4.1(a) hereof.

“Costs of Issuance” means all items of expense, directly or indirectly payable or reimbursable and related to die authorization sale and issuance of the Bond, including but not limited to printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges bf any fiduciary, legal fees and charges, fees and disbursements of consultants and professionals, costs: of credit ratings, fees and charges for preparation, execution, transportation and safekeeping of the Bond, and any other cost, charge or fee in connection with the original issuance of Bond.

“Costs of Issuance Account” means the Cost of Issuance Account established within the Construction Fund pursuant to Section 4.1(a) hereof for the purposes of paying the Costs of Issuance.

“Debt Service” means, for any period, as of any date of calculation and with respect to any outstanding Bond, an amount equal to the sum of (i) interest accruing during such period on the Bond, and (ii) that portion of each principal installment for such Bond, which would accrue during such period.

“Debt Service Fund” means the Debt Service Fund established pursuant to Section 4.1(c) hereof.

“Default Rate” means the Statutory Maximum.

“Defeasance Obligations” means

• Cash, or

• Government Securities, or

• Evidence of ownership of proportionate interests in future interest and principal payments of Government Securities. Investments in such proportionate interests must be limited to circumstances wherein (i) a bank or trust; company acts as custodian and holds the underlying Government Securities; (ii) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying Government Securities: and (iii) the underlying Government Securities are held in a special account separate from the custodian’s general assets, and are not available to satisfy any claim of the custodian, any person claiming through the custodian, or any person to whom the custodian may be obligated.

“Determination of Taxability” means a final decree or judgment of any federal court or a final action of the Internal Revenue Service determining that interest paid or payable on the Bond is or was includable in the gross income of an Owner for federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the Issuer has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any Owner, and until the conclusion of any appellate review, if sought.

“Event of Default” means have the meaning set forth in Article 10 hereof.

“Executive Officers” shall mean the duly elected Mayor of Ville Platte (the “Mayor”) or clerk to the City of Ville Platte (the “Clerk”), together or acting alone, or any person or persons designated by the Issuer by ordinance to act on behalf of the Issuer pursuant to this Bond Ordinance.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Lender by federal funds dealers selected by Lender on such day on such transaction as determined by Lender.

“Fiscal Agent Bank” means the fiscal agent bank of the Issuer and any successor Fiscal Agent Bank so appointed by the Issuer.

“Fiscal Year” means the Issuer’s one-year accounting period determined from time to time by the Governing Authority as the fiscal year of the Issuer, currently being the year ending each October 31.

“Governing Authority” means the Board of Aldermen of the City of Ville Platte, State of Louisiana.

“Government Securities” means direct obligations of, or obligations the timely payment of the principal of and interest on which are fully and unconditionally guaranteed by the United States of America, which are non-callable prior to their maturity and may be United States Treasury Obligations such as the State and Local Government Series and may be in the book entry form shall mean direct general obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which may be United State es Treasury Obligations such as the State and Local Government Series and may be in book-entry form.

“Interest Payment Date” means each May 1 and November 1, commencing on the first such date following the delivery of the Bond.

“Issuer” means the City of Ville Platte, State of Louisiana, a political subdivision of the State of Louisiana, and its successors or assigns.

“Issuance Date” means the date on which the Bond is sold and delivered to the Lender.

“Lender” shall mean with respect to the Bond, Regions Capital Advantage, Inc., Birmingham, Alabama, the initial purchaser of the Bond from the Issue.

“Maturity Date” shall mean November 1, 2034.

“Net Revenues” means Revenues of the System, after the provision has been made for the payment therefrom of the reasonable and necessary expenses of operating and maintaining the System.

“Outstanding” when used with reference to the Bond, shall mean, as of any date, all Bonds theretofore issued under this Bond Ordinance, except:

• Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;

• Bonds for the payment or redemption of which sufficient Defeasance Obligations have been deposited with the Paying Agent in trust for the owners of such Bonds with the effect specified in this Bond Ordinance, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Bond Ordinance, to the satisfaction of the Paying Agent, or waived;

• Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to this Bond Ordinance; and

• Bonds alleged to have been mutilated, destroyed, lost, or stolen which have been paid as provided in this Bond Ordinance or by law; and

• Bonds for the payment of the principal (or redemption price, if any) of and interest oh which Defeasance Obligations are held by the Paying Agent with the effect specified in this Bond Ordinance,

“Owner” or “Owners” when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.

“Parity Bonds” means the Bond and any Additional Parity Bonds issued hereafter.

“Paying Agent” shall mean Regions Bank, an Alabama state bank with trust powers having a corporate office located in Baton Rouge, Louisiana in its capacities as Paying Agent for the Bond and as trustee for the funds and accounts established under Article 3 of this Bond Ordinance, until a successor Paying Agent shall have become such pursuant to the applicable provisions of this Bond Ordinance, and thereafter Paying Agent shall mean such successor Paying Agent.

“Paying Agent Agreement” means the Paying Agent and Registrar Agreement to be entered into between the Issuer and Regions Bank in its capacity as Paying Agent and Registrar pursuant to this Bond Ordinance.

“Qualified Investments” shall mean those certain securities, obligations or other instruments specifically set forth in La. R.S. 33:2955 as amended from time to time, or pursuant to any other constitutional or statutory authority, as being legal investments for political Subdivisions of the State.

“Revenues of the System” means all income and revenue to be derived by the Issuer from the operation of the System.

“Person” shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

“Pledged Revenues” means Net Revenues of the System, including without limitation the Ad Valorem Tax and the Special Sales Tax as defined in the Bond Ordinance.

“Principal Payment Date” shall mean November 1 of each year, commencing November 1, 2025.

“Project” means (i) the design and construction of additional improvements to its sewer treatment plant and (ii) paying the costs of issuance of the Bond.

“Record Date” means for the interest payable on any Interest Payment Date means the 15th calendar day of the month next preceding such Interest Payment Date.

“Revenue Fund” means collectively the accounts into which Pledged Revenues are deposited as defined in Section 4.1(b). hereof.

“Special Taxes” means the sales and use tax authorized under the provisions of Article VI, Section 29 of the Constitution of the State of Louisiana of 1974, and other constitutional and statutory authority, and approved by a majority of the qualified electors of the City of Ville Platte voting in the election held on March 1, 1976 (the “1975 Sales Tax”) that runs in perpetuity and Issuer’s sales tax of one percent (1%) authorized by a majority of the qualified electors of the City of Ville Platte voting in the election held on April 15, 2000 (the “1984 Sales Tax”) that runs in perpetuity.

“Statutory Maximum” shall mean the maximum rate approved for the Bond by the State Bond Commission in accordance with Louisiana law, such rate being five percent (5.50%) as ordered by the Louisiana State Bond Commission.

“System” means collectively the Issuer’s sewerage system, waterworks plant and system and a gas distribution system as now existing and as constructed, acquired, extended and improved, including, specifically, all properties of every nature owned by the Issuer and used or useful in the operation of the System, including real estate, personal and intangible properties, contracts, franchises, leases and choses in action, whether lying within or without the boundaries of the Issuer.

“Tax Certificate” shall mean the tax regulatory agreement and non-arbitrage certificate executed by the Issuer in connection with the issuance of the Bond.

“Term Sheet” shall mean the statement of terms and conditions that the Lender has established as necessary and required in order to close with the Issuer.

• Interpretation. In this Bond Ordinance, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words of the masculine gender shall he deemed and construed to include correlative words of the feminine and neuter genders and (e) the title of the offices used in this Bond Ordinance shall be deemed to include any other title by which such office shall be subsequently known.

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Authorization and Issuance

• Authorization of the Bond. In compliance with and under the authority of the Act, there is hereby authorized the incurring of indebtedness in the amount of Ten Million Dollars ($10,000,000) for, on behalf of, and in the name of the Issuer, for the purpose of financing the Authorized Purposes. To represent the said indebtedness, the Issuer does hereby authorize the issuance of its Revenue Bond, Series 2024 in the amount of Ten Million Dollars ($10,000,000). The Executive Officers may approve a different series designation if the Bond is delivered after the end of 2024 or if it is in their sole judgment preferable to do so.

• Bond Ordinance a Contract. In consideration of the purchase and acceptance of the Bond by the Lender, the provisions of this Bond Ordinance shall be a part of the contract of the Issuer with the Lender and shall be deemed to be and shall constitute a contract between the Issuer and the Lender or the Owners from time to time of the Bond. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection, and security of the Owners of the Bond, regardless of the time or times of its issue or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Bond Ordinance.

• Pledged Revenues. The Bond shall be secured by and payable in principal, premium, if any, and interest solely from the irrevocably and irrepealably Pledged Revenues (as defined herein) in an amount sufficient for the payment of the Bond in principal and interest as the installments fall due, and the income and revenues thus pledged shall remain so pledged for the security of the Bond in principal and interest until the Bond have been fully paid and discharged. The Pledged Revenues shall be and remain pledged for the security and payment of the Bond in principal, premium if any, and interest and for all other payments provided for in this Bond Ordinance until the Bond shall have been fully paid and discharged. The Pledged Revenues shall be and remain pledged for the security and payment of the Bond in principal, premium if any, and interest and for all other payments provided for in this Bond Ordinance until the Bond shall have been fully paid and discharged.

The Bond shall not be a charge on the other income and revenues of the City as prohibited under the provisions of Article VI, Section 37 of the Louisiana Constitution of 1974, nor shall they constitute an indebtedness or pledge of the general credit of the City, however, the City may utilize the revenues of the Ad Valorem Tax for the purpose of paying debt service on the Bond.

In providing for the issuance of the Bond, the Issuer does hereby covenant and warrant that it is lawfully seized and possessed of the System, that it has a legal right to pledge the Pledged Revenues as herein provided, that the Bond will have a lien and privilege on the Pledged Revenues, subject only to the prior payment from the income and revenues of the System (or from other lawfully available sources) of all reasonable and necessary expenses of operation and maintenance of the System, and that the Issuer will at all times maintain the System in first-class repair and working order and condition.

• Form of the Bond. The Bond shall be initially issued in the form of a single fully registered term Bond numbered R-1, shall be dated the date of delivery and shall be in substantially the form attached hereto as Exhibit A (Form of the Bond) with such necessary or appropriate variations, omissions, and insertions as are required or permitted by the Act, this Bond Ordinance or as deemed necessary upon advice of Bond Counsel or the Lender.

• Denominations. Dates, Maturities and Interest. The Bond shall initially be issued in the form of a single term bond numbered R-l and shall be dated the date of delivery thereof, shall bear interest from date thereof (calculated on the basis of a 30 day month and a 360 day year) to the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on May 1, 2025 and semiannually thereafter on May 1 and November 1 of each year.

Upon the occurrence of an Event of Default, the Bond shall bear interest at the Default Rate during the time that such Event of Default continues to exist.

In the event of a Determination of Taxability, or an amendment to the Code requiring interest on the Bond to be included in the gross income of the Lender for federal tax purposes, the interest rate on the Bond shall be adjusted at the written direction of the Lender to provide an after-tax yield on the then outstanding principal amount of the Bond at least equal to the after-tax yield the Lender would have received if a Determination of Taxability or the amendment to the Code described herein had not occurred. In such event, the Issuer shall execute and deliver a substitute Bond to the Lender, which shall be duly authenticated by the Paying Agent. If the rate of interest payable hereunder shall exceed the Statutory Maximum for any period for which interest is payable, then (i) interest at the Statutory Maximum shall be due and payable with respect to such interest period and (ii) a fee in an amount rate equal to the difference between (A) the rate of interest calculated in accordance with the terms hereof and (B) the Statutory Maximum (the “Excess Fee”) shall be deferred until such date as the rate of interest calculated in accordance with the terms hereof ceases to exceed the Statutory Maximum, at which time the Issuer shall pay to the Lender (but solely from Pledged Revenues), with respect to amounts then payable to the Lender that are required to accrue interest hereunder, such portion of the deferred Excess Fee as will cause the rate of interest then paid to the Lender to equal the Statutory Maximum, which payments of deferred Excess Fee shall continue to apply to such unpaid amounts hereunder until all deferred Excess Fee is fully paid to the Lender, together with interest thereon at the Federal Funds Rate. The Excess Fee shall not be deemed to be an increase in the interest rate on the Bond.

The principal of the Bond, upon maturity or redemption, shall be payable at the principal office of the Paying Agent, upon presentation and surrender thereof and interest on the Bond will be payable by wire transfer or check mailed by the Paying Agent to the Owner (determined as of the Record Date) at the address shown on the Bond Register. Each Bond delivered under this Bond Ordinance upon transfer or in exchange for or in lieu or any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond shall bear interest (as herein set forth) so that neither gain nor loss in interest shall result from such transfer, exchange, or substitution. No Bond shall be entitled to any right or benefit under this Bond Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of registration, substantially in the form provided in this Bond Ordinance, executed by the Paying Agent by manual signature.

• Lender Approved Acceptance of Offer/Award of Bond. The sale of the Bond to Lender pursuant to the Term Sheet and the terms set forth in this Bond Ordinance is hereby in all respects approved, ratified, and confirmed and after its execution, the Bond shall be delivered to Lender or its agents or assigns, upon receipt by the Issuer of the agreed purchase price. Each Executive Officer, individually or collectively, is hereby empowered, authorized, and directed to execute and deliver or cause to be executed and delivered all documents required to be executed on behalf of the Issuer or deemed by, either, in their sole discretion, necessary or advisable to implement this Bond Ordinance or facilitate the sale of the Bonds.

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General Terms and Provisions of the Bonds

• Registration, Transfer and Exchange of Bond. The Issuer shall cause the Bond Register to be kept at the principal office of the Paying Agent. The Bond may be transferred, registered, and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bond or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond or Bond will be delivered by the Paying Agent to the last assignee (the new registered Owner) in exchange for such transferred and assigned Bond after receipt of the Bond to be transferred in proper form. Such new Bond or Bond shall be minimum denominations of $100,000 and increments of $5,000 thereafter for any one maturity, or any integral multiple thereof within a single maturity. Neither the Issuer nor the Paying Agent shall be required to issue, register the transfer of, or exchange any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date immediately following such Record Date.

• Registration by Paving Agent. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Ordinance unless and until a certificate of registration on such Bond substantially in the form set forth in Exhibit “A” hereto shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Ordinance.

• Recital of Regularity. The Issuer, having investigated the regularity of the proceedings had in connection with this issue of Bonds, and having determined the same to be regular, the Bond Shall contain the following recital to-wit:

“It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana.”

• Execution of Bond. The Bond shall be executed in the name and on behalf of the Issuer by the manual or facsimile signature of the Mayor and by the manual or facsimile signature of the Clerk to the Issuer, and the corporate seal of the Issuer (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon, In case any one or more of the officers who shall have signed or sealed any of the Bond shall cease to be such officer before the Bond so signed and sealed shall have been actually delivered such Bond may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Bond had not ceased to hold such office. Said officers shall, by the execution of the Bond, .adopt as and for their own proper signatures their respective facsimile signatures appearing on the Bond or any legal opinion certificate thereon, and the Issuer may adopt and use for that purpose the facsimile signature of any person or persons who shall have been such officer at any time on or after the date of such Bond, notwithstanding that at the date of such Bond such person may not have held such office or that at the time when such Bond shall be delivered such person may have ceased to hold such office.

• Mutilated, Destroyed, Lost or Stolen Bonds. If any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfaction of the destruction, loss, or theft-of any Bond, and there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Bond has been acquired by a bona fide underwriter, the issuer shall execute and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any. such mutilated, destroyed, lost or stolen Bond, a new Bond of the same maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond, Upon the issuance of any new Bond under; this Section, the Issuer may require the payment by the Owner of a stun sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Bond Ordinance equally and ratably with all other outstanding bonds. The procedures set forth in the Paying Agent Agreement authorized in this Bond Ordinance shall also be available with respect to mutilated, destroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds.

• Cancellation of Bonds. When the Bond is paid or redeemed either at or before maturity together with any Bonds purchased by the Issuer, shall thereupon be promptly canceled by the Paying Agent. The Paying Agent shall upon request promptly furnish to the Executive Officers an appropriate certificate of cancellation.

• Restrictions on Transfer. Registered Owner of this Bond shall have the right at any time to assign, transfer or convey this Bond or any interest therein or portion thereof. Transfer or conveyance shall be made only to (i) an investment company registered under the Investment Company Act of 1940; (ii) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), whether acting, in its individual or fiduciary capacity; (iii) an insurance company, as defined in Section 2(13) of the 1933 Act; (iv) a ‘’qualified institutional buyer” as defined in Rule 144A promulgated under the 1933 Act; (v) a securitization Special Purpose Vehicle (“SPV”), the interests in which SPV are sold to the institutional investors described above in this paragraph; or (vi) an “accredited investor” as such term is defined in Regulation D of the 1933 Act. Nothing herein shall limit the right of the registered owner or its assignees to sell or assign participation interests in this Bond to one or more entities listed in (i) through (vi).

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Creation of Funds and Accounts

• Funds and Accounts. The Issuer hereby establishes the following funds and accounts with respect to the Bond:

• The Construction Fund (the “Construction Fund”) and within said fund the Costs of Issuance Account to be established and maintained by the Paying Agent.

• The Utility Revenue Fund (the “Revenue Fund”), previously established with the Fiscal Agent Bank of the Issuer.;

• The Debt Service Fund (the “Debt Service Fund”) to be established and maintained with the Paying Agent.

• The Rebate Fund (the “Rebate Fund”) to be established in the Tax Certificate and maintained by the Paying Agent to receive rebate amount, if any, due to the U.S. Treasury.

• Additional funds or accounts that may be created pursuant to the provisions of the Paying Agent Agreement, if determined to be necessary by the Municipal Advisor and Bond Counsel.

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Security for the Bond and Flow of Funds/Application of Revenue Fund

• Security for the Bond.

The Bond is secured by and payable as to principal, premium, if any, and interest solely from an irrevocable and irrepealable pledge and dedication of the Pledged Revenues.

Pledged Revenues means collectively, and is defined herein as:

• the income and revenues of the System (the “Revenues of the System”), subject to the prior payment of the reasonable and necessary expenses of operating and maintaining the System (the “Net Revenues of the System”)

• the avails or proceeds of the Special Taxes, after there have first been paid therefrom the reasonable and necessary costs and expenses of collecting and administering such taxes

• avails or proceeds of the Ad Valorem Tax and any other renewal or replacement ad valorem tax authorized to support the System

Payment of principal of and interest on the Bond will be paid from the Pledged Revenues in accordance with the terms set forth in the Bond and herein.

The Issuer hereby unconditionally pledges the Pledged Revenues to the full and prompt payment of principal of and interest on the Bond.

At the closing of the issuance of the Bond, the lien of the Pledged Revenues will be perfected, preserved and fully protects the security of the Owners. The Issuer covenants that it will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered such further acts, instruments and transfers as may be required for securing, assuring, continuing, transferring, conveying, pledging, assigning, and confirming unto the Bond Owners or any trustee for the Owners, the Pledged Revenues and any other collateral pledged to the payment of the principal of, premium, if any, and interest on the Bond.

• Flow of Funds.

Construction Fund

• As designed in the Closing Memorandum, the Bond Proceeds shall be deposited in the “Construction Fund” in the amount of Ten Million Dollars ($10,000,000). The Paying Agent shall transfer from the Construction Fund (i) an amount to the Costs of Issuance Account sufficient to pay Costs of Issuance with respect to the Bond; (ii) amounts to pay for costs of the Project, and to reimburse the Issuer for any amount previously spent for the Project; and (iii) amounts to pay the Termination Amount.

• The Issuer shall cause the Paying Agent to pay Costs of Issuance from the Costs of Issuance Account in the manner and amounts set forth in the authorization to pay costs of issuance (the “Order to Pay Costs of Issuance”). Monies in the Construction Fund shall be disbursed by the Paying Agent for the payment of all costs incurred in connection with the Project. Any funds remaining in the Cost of Issuance Account one hundred eighty (180) days after the closing of the issuance of the Bond shall be transferred to the Debt Service Fund and applied as stated herein. All such deposits and payments shall be made in accordance with the Order to Pay Costs of Issuance and Closing Memorandum.

Revenue Fund.

The Pledged Revenues shall be collected and deposited in the Revenue Fund previously established by the Issuer at its Fiscal Agent.

From the Revenue Fund, the Issuer shall withdraw on or before the 5th day preceding an Interest Payment Date an amount sufficient to pay, or cause to be paid, the principal of, premium, if any, and the interest on the Bond issued under the provisions of this Bond Ordinance at the place, on the dates and in the manner provided herein.

Debt Service Fund.

The maintenance of the Debt Service Fund established and held by the Paying Agent, which shall receive from funds from the Issuer, transferred from the Revenue Fund, for the payment of the principal of, premium, if any, and the interest on the Bond.

Investment of Funds.

All or any part of the moneys in the funds and accounts may be invested in Qualified Investments in accordance with the provisions of the laws of the State, in which event all income derived from such investments shall be added to the ConstructionFund.

• Investment of Funds. All or any part of the moneys in any of the aforesaid funds and accounts shall, at the written request of the Issuer, be invested in Qualified Investments and all of the moneys in the Revenue Fund and the Sinking Funds at the request of the Issuer shall be invested in Government Securities maturing in five (5) years or less, in which event all income derived from such investments shall be added to the Revenue Fund. Such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which said respective funds are maintained.

• Funds to Constitute Trust Funds. The Construction Fund, Revenue Fund and the Debt Service Fund provided for in Section 4.1 hereof shall all be and constitute trust funds for the purposes provided in this Bond Ordinance, and the Bond issued pursuant: to this Bond Ordinance shall be and is hereby granted a lien on all such funds until applied in the manner provided herein. The moneys in such funds shall at all times be secured to the full extent thereof by the bank or trust company holding such funds in the manner required by the laws of the State. The Executive Officers are hereby authorized and directed to execute any instrument necessary to effect this Section.

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Redemption of Bond

• Redemption Provisions.

Optional Redemption or Prepayment.

The Bond shall be callable at the option of the Issuer in full or in part at any time on or after November 1, 2025 at a price of 100% of the principal amount plus accrued interest to the date of redemption.

Official notice of a call for redemption of the Bond shall be given by means of first-class mail, postage prepaid by notice deposited in the United States Mail or accepted means of electronic communication not less than thirty (30) days prior to the prepayment date addressed to the Owner of the Bond to be prepaid at the address as shown on the registration records of the Paying Agent. In the event a portion of the Bond is to be prepaid, such Bond shall be surrendered to the Paying Agent, who shall note the date and amount of such prepayment in the space provided therefor on the Bond.

Mandatory Scheduled Redemption.

The Bond shall be subject to mandatory sinking fund redemption on November 1, in the years and in the principal amounts set forth below, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest thereon, without advance notice to the holders thereof:

Payment Date Amount of Principal

(November 1)

1 2025 $305,000

2 2026 330,000

3 2027 345,000

4 2028 360,000

5 2029 375,000

6 2030 395,000

7 2031 415,000

8 2032 430,000

9 2033 450,000

10* 2034 6,595,000

*Balloon Payment

Notice of Redemption of the Bond.

In the event the Bond is called for optional redemption as set forth above, the Paying Agent shall give notice, in the name of the Issuer, which notice be given at least thirty (30) business days in advance and shall (i) specify the advance principal amount to be paid, the redemption date, the redemption price, and the place or places where amounts due upon such redemption will be payable (which shall be the principal corporate-trust office of the Paying Agent), (ii) state any condition to such redemption, and (iii) state that on the redemption date, and upon the satisfaction of any such condition, the Bond to be redeemed shall cease to bear interest. Such notice may set forth any additional information relating to such redemption.

Partial Redemption.

In the event the Bond is optionally redeemed in part, the pre-payments shall be applied in inverse order of sinking fund maturity.

• Notices to Owners. Wherever this Bond Ordinance provides for notice to Owners of the Bond of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Owner of such Bond, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners of Bonds is given by mail, neither the failure to mail such notice to any particular Owner of the Bond, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Bond Ordinance provides for notice in any manner, such notice may be waived in writing by the Owner entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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Issuer Covenants

• Payment of Bonds. The Issuer hereby obligates itself and its successors in office to budget and set aside annually adequate funds to punctually pay or cause to be paid as herein provided, the principal, premium, if any, and interest thereon, at the dates and places and in the manner stated in the Bond according to the true intent and meaning thereof.

• Accounting Requirements. So long as the Bond is outstanding and unpaid in principal, premium, if any, or interest, the Issuer shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all: transactions relating to the Project and shall cause the same to he performed relative to the application of amounts deposited in each fund established or maintained hereunder.

• Audit and Reporting Requirements. The Issuer shall cause an audit of its financial statements to be made by an independent firm of certified public accountants in accordance with the requirements of Chapter 8 of Title 24 of the Louisiana Revised Statutes of 1950, as amended. Such audit shall be provided to the Lender or any subsequent Owners of any of the Bonds not later than two hundred ten days (210) days after the close of each Fiscal Year, commencing with the Fiscal Year ended October 31, 2024. The Issuer shall also provide the Lender with its annually adopted budget within thirty (30) days of its adoption. The Issuer shall report and post any payment default on the Bonds or any other obligation to the Municipal Securities Rulemaking Board’s EMMA website. The Issuer further agrees that the Paying Agent, the Lender, and any subsequent Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the Issuer relating to its operations, the Project, and Pledged Revenues.

• Rate Covenant. The Issuer hereby covenants to fix, establish, maintain and collect, so long as any principal and interest is unpaid on the Bonds, such rates, fees, rents or other charges for the services and facilities of the System, and all parts thereof, and to revise the same from time to time whenever necessary, as will always provide Pledged Revenues in each Fiscal Year sufficient to (i) make payments and deposits required herein for the payment of the principal and interest on the Bonds and any Additional Parity Obligations issued hereafter, (ii) equal one hundred twenty-five percent (125%) of the required deposits to the funds established herein for the security and payment of the Bonds and any Additional Parity Obligations in such Fiscal Year; (iii) make all other payments required herein; and (iv) pay all other obligations or indebtedness payable out of Pledged Revenues for such Fiscal Year. The Issuer further covenants that such rates, fees, rents or other charges shall not at any time be reduced so as to be insufficient to provide adequate revenues for such purposes.

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Supplemental Ordinances

• Supplemental Ordinances Effective Without Consent of Bondholders.

For any one or more of the following purposes and at any time from time to time, an ordinance or resolution supplemental hereto may be adopted, which, upon the filing with the Paying Agent of a certified copy thereof, but without any consent of the Owners, shall be fully effective in accordance with its terms:

• to add to the covenants and agreements of the Issuer in the Bond Ordinance other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with this Bond Ordinance as theretofore in effect;

• to add to the limitations and restrictions in this Bond Ordinance other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with this Bond Ordinance as theretofore in effect;

• to surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of this Bond Ordinance, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Issuer contained in this Bond Ordinance;

• to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of this Bond Ordinance, or to insert such provisions clarifying matters or questions arising under this Bond Ordinance as are necessary or desirable and are not contrary to or inconsistent with this Bond Ordinance as theretofore in effect.

• Supplemental Ordinances Effective With Consent of Owners.

Except as provided in Section 8.1, any modification or amendment of this Bond Ordinance or of the rights and obligations of the Issuer and of the Owners hereunder, may be made by a supplemental ordinance or resolution, with the written consent of the Owners of a majority of the Outstanding principal amount of the Bonds at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of the outstanding Bond, or of any installment of principal or interest thereon or a reduction in the principal amount or the redemption price thereof, or in the rate of interest thereon, without the consent of the Owner of such Bond. No such amendment or modification or shall reduce the percentages of Bond the consent of the Owners of which is required to effect any such modification or amendment, or change the obligation of the Issuer to levy any tax for the payment of the Bonds as provided herein, without the consent of the Owners of the Bond then outstanding. No such amendment or modification shall change or modify any of the rights or obligations of the Paying Agent without its written assent thereto. For the purposes of this section, no Bond shall be deemed to be affected by a modification or amendment of this Bond Ordinance if the same adversely affects or diminishes the rights of the Owners of said Bond.

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Additional Parity Bonds

• Issuance of Refunding and Additional Parity Bonds. The Bond shall enjoy complete parity of lien on the Pledged Revenues despite the fact that the Bond may be delivered at an earlier date than any other of the Bond. The Issuer shall issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the Pledged Revenues having priority over or parity with the Bond, except under the following conditions:

• The Bond, or any part, including interest, may be refunded, and the refunding bonds so issued shall enjoy complete equality of lien with the portion of Bond which is not refunded if there be any, and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bond refunded; provided, however, that if only a portion of the Bond outstanding is so refunded and the refunding bonds require total principal and interest payments during any Bond Year in excess of the principal and interest which would have been required in such year to pay the Bond refunded thereby, then such Bond may not be refunded without the consent of the owners of the unrefunded portion of the Bond (provided that such consent shall not be required if the refunding bonds meet the requirements of (b) below instead).

• Additional Parity Bonds may also be issued on a parity with the Bond if all of the following conditions are met:

• The average Pledged Revenues for the two (2) completed Fiscal Years immediately preceding the issuance of such Additional Parity Bonds is equal to at least one hundred twenty-five percent (125%) of the highest combined principal and interest requirements in any succeeding Fiscal Year on the Bonds, Outstanding Parity Bonds and the proposed Additional Parity Bonds, and any other bonds then outstanding which are payable from Pledged Revenues (but not including bonds which have been refunded or provisions otherwise made for their full and complete payment and redemption). In making the calculation required by this subparagraph (b)(i), (a) if the Issuer has adopted higher rates for services of the System on or before the date of issuance of the Additional Parity Bonds, then the calculation of average annual Pledged Revenues for the previous two completed Fiscal Years may be made assuming such higher rates had been in effect during such period; and (b) the debt service on the Bond shall be calculated by treating the November 1, 2034 sinking fund payment on the Bond as being amortized in a manner that creates level debt service over a period commencing November 1, 2034 to November 1, 2044.

• The payments to be made into the various funds as described hereinafter must be current;

• The existence of the facts required by paragraphs (i) and (ii) above must be determined and certified by the Mayor, Clerk, and the chief financial officer of the Issuer, or by an independent firm of certified public accountants; and

• The Additional Parity Bonds shall be payable annually as to principal on the same Principal Payment Date as the Bond and payable as to interest semi-annually on the same Interest Payment Dates as the Bond, or shall be payable in monthly installments of both principal and interest.

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Events of Default

• Events of Default and Remedies. The occurrence of one or more of the following events shall be an Event of Default under this Bond Ordinance and under the Bond:

• if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise; or

• if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; or

• if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements, or conditions on its part in this Bond Ordinance, any supplemental ordinance or in the Bond contained and such default shall continue for a period of thirty (30) days after written notice thereof to the Issuer by the Owners of not less than 25% of the Bond; or

• if the Issuer shall file a petition or otherwise seek relief under any federal or State bankruptcy law or similar law.

Upon the happening and continuance of any Event of Default, the Owners of the Bond shall be entitled to exercise all rights and powers for which provision is made in the Act or in any provision of applicable law.

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Fiduciaries

• Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Bond. The designation of the initial Paying Agent in this Bond Ordinance is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by filing with the Person then performing such function a certified copy of a resolution giving notice of the termination of the Paying Agent Agreement and appointing a successor and by causing notice to be given to each Owner provided, however, so long as Lender is the Owner of a majority of the Bond, the appointment of a successor Paying Agent shall require Lender’s prior written consent. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, and Subject to supervision or examination by Federal or state authority. The Executive Officers are hereby authorized and directed to execute an appropriate Paying Agent and Registrar Agreement (the “Paying Agent Agreement”) with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Paying Agent Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.

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Miscellaneous

• Discharge of Bond Ordinance. If the Issuer shall pay or cause to be paid, or there shall be paid to the Owner(s) of the Bond, the principal (and redemption price) of and interest on the Bond, at the times and in the manner stipulated in this Bond Ordinance, then the pledge of the Pledged Revenues or any other money, securities, and funds pledged under this Bond Ordinance and all covenants, agreements, and other obligations of the Issuer to the Lender of the Bond shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Bond Ordinance to the Issuer.

• Defeasance. Bonds or interest installments for the payment or redemption of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section, if they have been defeased pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, (namely, La. R.S. 39:1441, et seq.) or any successor provisions thereto.

• Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, or any agent of either of them shall be affected by notice to the contrary.

• Notices to Bondholders. Any notices or other communications required or permitted to be given to the Bondholders pursuant to this Bond Ordinance shall be mailed by first class mail in a sealed envelope, postage prepaid, addressed to each such Bondholder as his address last appears on the Bond Register. In case, by reason of the suspension of or irregularities in regular mail service, it shall be impractical to mail notice to the Bondholders of any event when such notice is required to be given pursuant to any provision of this Bond Ordinance, then any manner of giving such notice as shall be satisfactory to the Paying Agent shall be deemed to be sufficient giving of such notice. Any notice herein required may be omitted if the owners of all the Bonds entitled to such notice give to the Paying Agent a written waiver of such notice.

• Evidence of Signatures of Bondholders and Ownership of Bonds.

• Any requests, consents, revocation of consent or other: instrument which the Bond Ordinance may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor and shall be signed or executed by such Owners in person or by their attorneys-in-fact appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument appointing any such attorney, or (ii) the ownership by any person of the Bond shall be sufficient for any purpose of the Bond Ordinance (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Paying Agent, which may nevertheless; in its discretion require further or other proof in cases where it deems the same desirable:

• the fact and date of the execution by any Owner or his attorney-in-fact of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company or of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority;

• the ownership of Bond and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books.

• Any request or consent by the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Issuer or the Paying Agent in accordance therewith.

• Moneys Held for Bond. The amounts held by the Paying Agent for the payment due on any date with respect to the Bond shall, on and after such date and pending such payment, be set aside on its books, and held in trust by it, without liability for interest, for the Owners of the Bond entitled thereto.

• Interested Parties. Nothing in this Bond Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the Issuer, the Paying Agent and the Owners of the Bond any right, remedy or claim under or by reason of this Bond Ordinance or any covenant, condition or stipulation thereof, and all the covenants, stipulations, promises and agreements in this Bond Ordinance contained by and on behalf of the Issuer shall be for the sole: and exclusive benefit of the Issuer, the Paying Agent and the Owners of the Bond.

• No Recourse on the Bonds. No recourse shall be had for the payment of the principal of or interest on the Bond or for any claim based thereon or on this Bond Ordinance against any member of the Governing Authority or officer of the Issuer or any person executing the Bond.

• Successors and Assigns. Whenever in this Bond Ordinance the Issuer is named or referred to, it shall he deemed to include its successors and assigns and all the covenants and agreements in this Bond Ordinance contained by or on behalf of the Issuer shall bind and inure to the benefit of its successors and assigns whether so expressed or not.

• Bonds are not “Bank-Qualified”. The Bonds are not designated; as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code.

• Role of Lender. The Lender and its representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities: (including regarding the: structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/or investment advisory services. With respect to the Term Sheet and any other information, materials or communications provided by the Lender: (a) the Lender and its representatives are not recommending an action to any municipal entity or obligated person; (b) the Lender and its representatives are not acting as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to the Term Sheet, information, materials or communications; (c) the Lender and its representatives are acting for their own interests; and (d) the Issuer has been informed that the Issuer should discuss the Term Sheet and any such other information, materials or communications with any and all internal and external advisors and experts that the Issuer deems appropriate.

• Privately Negotiated Loan. The Issuer acknowledges and agrees that the Lender is purchasing the Bond as evidence of a privately negotiated loan and in that connection the Bond shall not be (i) assigned a separate rating by any municipal securities rating agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service.

At closing, the Lender will provide a Lender Letter prior to delivery of the Bonds.

• Continuing Disclosure Exemption. The Issuer is not required at this time to comply with the continuing disclosure requirements described in the Rule 15c2-12(b) of the Securities and Exchange Commission [17 CFR ‘240.15c2-12(b)], because:

• the Bonds are not being purchased by a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities; and

• the Bonds are in denominations of One Hundred Thousand Dollars ($100,000) or more and are being sold to no more than one financial institution or sophisticated investor which:

• have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment in the Bonds and

• are not purchasing said Bonds for more than one account or with a view to distributing same.

• Lender Requested Changes. Any changes requested by the Lender to the terms of the Bond, as reflected in the Paying Agent Agreement, shall be incorporated in this Bond Ordinance as if set forth in their entirety herein. Any changes to substantive provisions of this Bond Ordinance, as determined by the Executive Officers on advice of Bond Counsel, explicitly including, but not limited to, the par amount, interest rate, term, redemption provisions and/or the requisite terms for the of issuance of Additional Parity Bonds, as stated in Article IX herein, be and are hereby excluded from being incorporated in this Bond Ordinance by this Section.

• Waiver of Jury Trial. The Issuer hereby waives any and all fight to a trial by jury in any proceeding to review actions by the Issuer as a municipal body under Louisiana Code of Civil Procedure Article 1732(5) and other constitutional and statutory authority, including matters with respect to any controversy or claim between the Issuer and the Lender, whether arising in contract or tort or by statute, including but not limited to any controversy or claim that arises out of or relates to this Bond Ordinance, the Bond or any related document.

• US Patriot Act. The Issuer represents and warrants to the Lender that neither it nor any of its principals, shareholders, members, partners, or affiliates, as applicable, is a Person named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, tor or on behalf of such person. The Issuer further represents and warrants to the Lender that the Issuer and its principals, shareholders, members, partners, or affiliates, as applicable, are not directly or indirectly, engaged in, nor facilitating, the transactions contemplated by this transaction on behalf of any Person named as a Specially Designated National and Blocked Person.

• Section Headings. The headings of the various sections hereof are inserted for convenience of reference.

• Severability. In case any one or more of the provisions of this Bond Ordinance or of the Bond issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Bond Ordinance of the Bond, but this Bond Ordinance and the Bond shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date of this Bond Ordinance which validates or makes legal any provision of this Bond Ordinance and/or the Bond which would not otherwise be valid or legal, shall be deemed to apply to this Bond Ordinance and to the Bond.

The above and foregoing ordinance having been duly submitted to a vote after introduction at a public meeting; discussed at the said public hearing; after motion and second was submitted to the official vote, the vote thereon was as follows:

Name Yea Nay Absent Abstaining

Lemoine, Faye (District A) X

Frank, Anna (District B) X

Jagneaux, Tracey (District C) X

Roy, Shawn (District D) X

Sam, Christina (District E) X

Riggs, Bryant (District F) X

And the Bond Ordinance was declared adopted, on October 8, 2024.

CITY OF VILLE PLATTE, STATE OF LOUISIANA

/s/ Ryan LeDay Williams

Mayor

/s/ Donald Bergeron

Clerk

EXHIBITS REFERENCED WITHIN THIS RESOLUTION ARE EXCLUDED FROM PUBLICATION. PLEASE CONTACT THE CITY OF VILLE PLATTE DURING REGULAR BUSINESS HOURS TO REVIEW THE EXHIBITS.

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