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HomeMy WebLinkAbout300-25 RESOLUTIONPage 1 113 West Mountain Street Fayetteville, AR 72701 479) 575-8323 Resolution: 300-25 File Number: 2025-2569 A RESOLUTION RATIFYING THE RESOLUTION OF THE FAYETTEVILLE PUBLIC FACILITIES BOARD WHICH APPROVED ISSUANCE OF PUBLIC FACILITIES BOARD REVENUE BONDS FOR THE BUTTERFIELD TRAIL VILLAGE PROJECT; AND PRESCRIBING OTHER MATTERS PERTAINING THERETO WHEREAS, The Fayetteville Public Facilities Board (the “Board”), is a public body politic and corporate with the power of perpetual succession created by Ordinance No. 2485, as amended and codified as Article VI Public Facilities Board, §§ 33.065-33.071 of the Code of Fayetteville (collectively, the “Ordinance”), of the City of Fayetteville, Arkansas (the “City”) under the constitution and laws of the State of Arkansas (the “State”), including the Public Facilities Boards Act as codified at Title 14, Chapter 137 of the Arkansas Code of 1987 Annotated, as amended (the Act”); and WHEREAS, the Board is authorized by the Act and the Ordinance to issue and sell its revenue bonds and to use the proceeds thereof for the purpose of financing housing, health care and related facilities in the City to serve elderly persons so long as such facilities are owned by nonprofit corporations and to secure payment of such revenue bonds as therein provided, and to issue refunding bonds, all in accordance with the provisions of the Act and the Ordinance; and WHEREAS, Butterfield Trail Village, Incorporated (the “Obligor”), an Arkansas nonprofit corporation, owns and operates a residential life care retirement facility for the elderly known as "Butterfield Trail Village" consisting of independent living units, a skilled nursing care center and related facilities located on approximately 48 acres of land at 1923 E. Joyce Boulevard in the City (“Butterfield Trail Village”); and WHEREAS, the Board has previously issued its Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the “2016 Bond”); and WHEREAS, the Board has determined that the economic interest and public purpose of the Board are served by issuing its Retirement Facilities Revenue Bonds (Butterfield Trail Village Project) (the “Bonds”) in a principal amount of not to exceed Forty Million Dollars ($40,000,000) for the purpose of providing moneys to (a) refund the 2016 Bond if necessary or desirable, as determined by the Butterfield Trail Village, Inc.) (the “Refunding”), (b) finance all or a portion of the costs of improvements for Butterfield Trail Village, including particularly, without limitation, acquiring, constructing, equipping and furnishing a new assisted living facility, renovations to the existing assisted living facility to convert the facility into independent living units, and parking facilities and campus infrastructure improvements collectively, the “2025 Project”), (c) fund interest during construction (if necessary or desirable), (d) fund a debt service reserve fund (if necessary or desirable), and (e) pay all or a portion of the costs of issuance; and WHEREAS, the Bonds are not a debt of or pledge of the credit of the City of Fayetteville, and the City is not obligated to pay debt service on the Bonds; and WHEREAS, pursuant to the provisions of the Ordinance, resolutions adopted by the Board which authorize the Resolution: 300-25 File Number: 2025-2569 Page 2 approval of bonds for financing and refinancing residential housing, health care and related facilities for the elderly which are owned by non-profit corporations are required to be ratified by the City prior to the issuance; and WHEREAS, such resolution adopted by the Board on November 12, 2025 (the “Board Resolution”), is attached as Exhibit A and authorizes the issuance of the Bonds subject to ratification by the City to accomplish the Refunding and/or to finance the 2025 Project and authorizes the Chairman and Secretary of the Board to execute and deliver the Bonds and documents to effect the issuance of the Bonds; and WHEREAS, a public hearing on the question of the issuance of the Bonds has been held before City Council Members of the Fayetteville City Council on this day following the publication of a notice of such hearing in Northwest Arkansas Democrat-Gazette, a newspaper of general circulation within the City, not less than ten days before the date of the hearing. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS Section 1. Recognition of Board's Authority. The Board is authorized by the Act and the Ordinance to approve the issuance of the Bonds in a principal amount of not to exceed Forty Million Dollars ($40,000,000) for the purpose of providing moneys to accomplish the Refunding (if necessary or desirable, as determined by the Obligor), to finance all or a portion of the costs of the 2025 Project, to fund interest during construction (if necessary or desirable), to fund a debt service reserve fund (if necessary or desirable), and to pay all or a portion of the costs of issuance, and shall comply with other provisions of the Act and the Ordinance. Section 2. Ratification of Board's Resolution. The provisions of the Board Resolution, a copy of which is filed with the Fayetteville City Clerk and attached as Exhibit A, are hereby ratified by the City to the extent they are in agreement with this Resolution. Section 3. Bonds Not an Obligation of City. By the adopting this Resolution, the City of Fayetteville assumes no liability or responsibility for the repayment of the Bonds. The Bonds are not a debt of or pledge of the credit of the City, and the City is not obligated to pay debt service on the Bonds. Section 4. Approval. This resolution constitutes approval for the issuance of the Bonds for purposes of Arkansas Code Annotated § 19-6-601, et seq. and Section 147(f) of the Internal Revenue Code of 1986, as amended. Section 5. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. Section 6. Repeal of Resolutions in Conflict. All resolutions and parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. PASSED and APPROVED this the 16th day of December, 2025. APPROVED: By:__________________________________ ATTEST: By:__________________________________ Kara Paxton, Fayetteville City Clerk/TreasurerMollyRawn, Mayor of Fayetteville Resolution: 300-25 File Number: 2025-2569 Page 3 Kara Paxton, Fayetteville City Clerk/Treasurer CERTIFICATE The undersigned, Kara Paxton, Fayetteville City Clerk/Treasurer of the City of Fayetteville, Arkansas the “City”), hereby certifies that the foregoing is a true and compared copy of a resolution passed at a regular session of the City Council of the City, held at the regular meeting place of the Council beginning at 5:30 o’clock p.m. on the 16th day of December, 2025. Such proceedings were open to the public at all times, advance public notice of the time and place of such proceedings was duly given in accordance with the Arkansas Freedom of Information Act, and the meeting and proceedings were otherwise held in such manner as to not violate any provision of the Arkansas Freedom of Information Act. Mailing address: 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov CITY COUNCIL MEMO 2025-2569 MEETING OF DECEMBER 16, 2025 TO: Mayor Rawn and City Council THRU: Molly Rawn, Mayor FROM: Keith Macedo, Chief of Staff SUBJECT: Butterfield Trail Village Public Facilities Board Revenue Bonds RECOMMENDATION: City Administration recommends that the Fayetteville City Council adopt the resolution ratifying the Fayetteville Public Facilities Board’s approval of issuing up to $40,000,000 in Revenue Bonds for the Butterfield Trail Village Project. The proposed bonds will be issued solely by the Public Facilities Board and do not constitute a debt, liability, or obligation of the City of Fayetteville. BACKGROUND: Butterfield Trail Village, Inc., a nonprofit corporation, owns and operates a long-standing residential life-care community for seniors located at 1923 E. Joyce Boulevard. The facility includes independent living, assisted living, skilled nursing care, and related campus amenities. The Fayetteville Public Facilities Board—created under City ordinance and Arkansas law—is authorized to issue revenue bonds to finance housing and health- care facilities for the elderly when such facilities are owned by nonprofit corporations. The Board adopted a resolution on November 12, 2025, authorizing the issuance of the bonds, subject to City Council approval. DISCUSSION: The Revenue Bonds, in an amount not to exceed $40,000,000, will be used to: Refund the Board’s outstanding 2016 Refunding and Improvement Revenue Bond (if financially beneficial) Finance major improvements at Butterfield Trail Village, including Construction of a new assisted living facility Renovation of the existing assisted living facility to create new independent living units Parking and campus infrastructure enhancements Fund interest during construction (if needed) Establish a debt-service reserve (if needed) Cover authorized costs of issuance These improvements support Butterfield Trail Village’s long-term sustainability and continue its role as a key senior living provider in Fayetteville. BUDGET/STAFF IMPACT: By the adopting this Resolution, the City of Fayetteville assumes no liability or responsibility for the repayment of the Bonds. The Bonds are not a debt of or pledge of the credit of the City, and the City is not obligated to Mailing address: 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov pay debt service on the Bonds. ATTACHMENTS: 3. Staff Review Form, 4. Verification of Newspaper Affidavit, 5. Public Facilities Board Resolution Page 1 City of Fayetteville, Arkansas Legislation Text 113 West Mountain Street Fayetteville, AR 72701 479) 575-8323 File #: 2025-2569 A RESOLUTION RATIFYING THE RESOLUTION OF THE FAYETTEVILLE PUBLIC FACILITIES BOARD WHICH APPROVED ISSUANCE OF PUBLIC FACILITIES BOARD REVENUE BONDS FOR THE BUTTERFIELD TRAIL VILLAGE PROJECT; AND PRESCRIBING OTHER MATTERS PERTAINING THERETO WHEREAS, The Fayetteville Public Facilities Board (the “Board”), is a public body politic and corporate with the power of perpetual succession created by Ordinance No. 2485, as amended and codified as Article VI Public Facilities Board, §§ 33.065-33.071 of the Code of Fayetteville collectively, the “Ordinance”), of the City of Fayetteville, Arkansas (the “City”) under the constitution and laws of the State of Arkansas (the “State”), including the Public Facilities Boards Act as codified at Title 14, Chapter 137 of the Arkansas Code of 1987 Annotated, as amended (the “Act”); and WHEREAS, the Board is authorized by the Act and the Ordinance to issue and sell its revenue bonds and to use the proceeds thereof for the purpose of financing housing, health care and related facilities in the City to serve elderly persons so long as such facilities are owned by nonprofit corporations and to secure payment of such revenue bonds as therein provided, and to issue refunding bonds, all in accordance with the provisions of the Act and the Ordinance; and WHEREAS, Butterfield Trail Village, Incorporated (the “Obligor”), an Arkansas nonprofit corporation, owns and operates a residential life care retirement facility for the elderly known as "Butterfield Trail Village" consisting of independent living units, a skilled nursing care center and related facilities located on approximately 48 acres of land at 1923 E. Joyce Boulevard in the City (“Butterfield Trail Village”); and WHEREAS, the Board has previously issued its Refunding and Improvement Revenue Bond Butterfield Trail Village Project), Series 2016 (the “2016 Bond”); and WHEREAS, the Board has determined that the economic interest and public purpose of the Board are served by issuing its Retirement Facilities Revenue Bonds (Butterfield Trail Village Project) (the Bonds”) in a principal amount of not to exceed Forty Million Dollars ($40,000,000) for the purpose of providing moneys to (a) refund the 2016 Bond (if necessary or desirable, as determined by the Butterfield Trail Village, Inc.) (the “Refunding”), (b) finance all or a portion of the costs of improvements for Butterfield Trail Village, including particularly, without limitation, acquiring, constructing, equipping and furnishing a new assisted living facility, renovations to the existing assisted living facility to convert the facility into independent living units, and parking facilities and campus infrastructure improvements (collectively, the “2025 Project”), (c) fund interest during construction (if necessary or desirable), (d) fund a debt service reserve fund (if necessary or desirable), and (e) pay all or a portion of the costs of issuance; and Resolution: 300-25 File Number: 2025-2569 Page 2 WHEREAS, the Bonds are not a debt of or pledge of the credit of the City of Fayetteville, and the City is not obligated to pay debt service on the Bonds; and WHEREAS, pursuant to the provisions of the Ordinance, resolutions adopted by the Board which authorize the approval of bonds for financing and refinancing residential housing, health care and related facilities for the elderly which are owned by non-profit corporations are required to be ratified by the City prior to the issuance; and WHEREAS, such resolution adopted by the Board on November 12, 2025 (the “Board Resolution”), is attached as Exhibit A and authorizes the issuance of the Bonds subject to ratification by the City to accomplish the Refunding and/or to finance the 2025 Project and authorizes the Chairman and Secretary of the Board to execute and deliver the Bonds and documents to effect the issuance of the Bonds; and WHEREAS, a public hearing on the question of the issuance of the Bonds has been held before City Council Members of the Fayetteville City Council on this day following the publication of a notice of such hearing in Northwest Arkansas Democrat-Gazette, a newspaper of general circulation within the City, not less than ten days before the date of the hearing. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS Section 1. Recognition of Board's Authority. The Board is authorized by the Act and the Ordinance to approve the issuance of the Bonds in a principal amount of not to exceed Forty Million Dollars ($40,000,000) for the purpose of providing moneys to accomplish the Refunding (if necessary or desirable, as determined by the Obligor), to finance all or a portion of the costs of the 2025 Project, to fund interest during construction (if necessary or desirable), to fund a debt service reserve fund (if necessary or desirable), and to pay all or a portion of the costs of issuance, and shall comply with other provisions of the Act and the Ordinance. Section 2. Ratification of Board's Resolution. The provisions of the Board Resolution, a copy of which is filed with the Fayetteville City Clerk and attached as Exhibit A, are hereby ratified by the City to the extent they are in agreement with this Resolution. Section 3. Bonds Not an Obligation of City. By the adopting this Resolution, the City of Fayetteville assumes no liability or responsibility for the repayment of the Bonds. The Bonds are not a debt of or pledge of the credit of the City, and the City is not obligated to pay debt service on the Bonds. Section 4. Approval. This resolution constitutes approval for the issuance of the Bonds for purposes of Arkansas Code Annotated § 19-6-601, et seq. and Section 147(f) of the Internal Revenue Code of 1986, as amended. Section 5. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. Section 6. Repeal of Resolutions in Conflict. All resolutions and parts of resolutions in conflict Resolution: 300-25 File Number: 2025-2569 Page 3 herewith are hereby repealed to the extent of such conflict. APPROVED: By:__________________________________ Molly Rawn, Mayor of Fayetteville Kara Paxton, Fayetteville City Clerk/Treasurer CERTIFICATE The undersigned, Kara Paxton, Fayetteville City Clerk/Treasurer of the City of Fayetteville, Arkansas (the “City”), hereby certifies that the foregoing is a true and compared copy of a resolution passed at a regular session of the City Council of the City, held at the regular meeting place of the Council beginning at 5:30 o’clock p.m. on the 18th day of November, 2025. Such proceedings were open to the public at all times, advance public notice of the time and place of such proceedings was duly given in accordance with the Arkansas Freedom of Information Act, and the meeting and proceedings were otherwise held in such manner as to not violate any provision of the Arkansas Freedom of Information Act. ATTEST: By:__________________________________ Kara Paxton, Fayetteville City Clerk/Treasurer PASSED and APPROVED this the 16th day of December, 2025. City of Fayetteville Staff Review Form 2025-2569 Item ID 12/16/2025 City Council Meeting Date - Agenda Item Only N/A for Non-Agenda Item Keith Macedo 11/26/2025 CHIEF OF STAFF (070) Submitted By Submitted Date Division / Department Action Recommendation: City Administration recommends that the Fayetteville City Council adopt the resolution ratifying the Fayetteville Public Facilities Board’s approval of issuing up to $40,000,000 in Revenue Bonds for the Butterfield Trail Village Project. The proposed bonds will be issued solely by the Public Facilities Board and do not constitute a debt, liability, or obligation of the City of Fayetteville. Budget Impact: N/A N/A Account Number Fund N/A N/A Project Number Project Title Budgeted Item?No Total Amended Budget $- Expenses (Actual+Encum)$- Available Budget $- Does item have a direct cost?No Item Cost $- Is a Budget Adjustment attached?No Budget Adjustment $- Remaining Budget $- V20221130 Purchase Order Number:Previous Ordinance or Resolution # Change Order Number:Approval Date: Original Contract Number: Comments: Forth v1.55 0 Account #: STBTV2 Company: BUTTERFIELD TRAIL VILLAGE 1923 E Joyce Blvd Fayetteville, AR 72703-5205 Ad number #: 557023 PO #: Matter of. Fayetteville PFB- NPH AFFIDAVIT • STATE OFARKANSAS I, Maria Hernandez -Lopez , do solemnly swear that I am the Legal Clerk of the NWA Democrat Gazette, a daily newspaper printed and published in WASHINGTON/BENTON county, State of ARKANSAS; that I was so related to this publication at and during the publication of the annexed legal advertisement in the matter of Fayetteville PFB- NPH Pending in the court, in said County, and at the dates of the several publications of said advertisement stated below, and that during said periods and at said dates, said newspaper was printed and had a bona fide circulation in said County, that said newspaper had been regularly printed and published in said county, and had a bona fide circulation therein for the period of one month before the date of the first publication of said advertisement; and that said advertisement was published in the regular daily issues of said newspaper as stated below. And that there is due or has been paid the NWA Democrat Gazette for publication the sum of $300.96. (Includes $0.00 Affidavit Charge). NWA Democrat Gazette 11123125, NWA nwaonline.com 11123125 Legal Clerk \F�V�� B��'% State ofARKANSAS, County of Sebastian • OTAR �1' Subscribed and sworn to before me on this 24th day of November, 2025 ' ;n z �. � • � _ PUBOC, o'Z ro -4 r—e—L r�,,��N COIU N.�4\\\\\��� NOT PUBLIC NOTICE OF PUBLIC HEARING Notice is hereby given, pur- suant to Section 147(f) of the In- ternal Revenue Code of 1986, as amended (the "Code"), and pur- suant to Arkansas Code Anno- tated Section 19-6-607, that a public hearing will be conducted on December 16, 2025, at 5:30 o'clock p.m., before the Mayor and/or representatives of the City Council of the City of Fayet- teville, Arkansas, in the Fayet- teville City Hall Council Chambers, Second Floor, 113 West Mountain Street, Fayet- teville, Arkansas 72701, on the question of the issuance of rev- enue bonds (the "bonds") by The Fayetteville Public Facilities Board (the "Board") for the pur- pose of (a) refunding The Fayet- teville Public Facilities Board Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the "2016 Bond") and/or (b) fi- nancing all or a portion of the costs of acquiring, constructing, equipping, and furnishing the following improvements for But- terfield Trail Village, Incorpo- rated, an Arkansas non-profit corporation (the "Corporation") that operates a residential life care retirement facility for the elderly: (i) a new assisted living facility to include particularly, without limitation, assisted liv- ing units, office space, health and wellness facilities, activity space, and dining facilities, (ii) renovations to the existing as- sisted living facility to convert the facility into independent liv- ing units, and (iii) parking facil- ities and campus infrastructure improvements (collectively, the "2025 Project"). The aggregate principal amount of the bonds allocable to the 2025 Project shall not exceed $32,000,000 and the aggregate principal amount of the bonds allocable to the refunding of the 2016 Bond shall not exceed $8,000,000. The bonds will be issued as "qualified 501(c)(3) bonds" as defined in Section 145 of the Code. The initial owner and operator of the 2025 Project will be the Corporation. The 2025 Project will be located on the Corpora- tion's approximately 48-acre campus at 1923 E. Joyce Boule- vard, Fayetteville, Arkansas 72703. The Corporation is an Arkansas non-profit corporation and an organization described in Section 501(c)(3) of the Code. The 2016 Bond was issued to (a) refund the Board's Refunding Revenue Bonds (Butterfield Trail Village Project, Series 2010 (the "2010 Bonds") and (b) finance costs of the following improve- ments for the Corporation: (i) acquiring, constructing, reno- vating, remodeling, equipping and furnishing common areas in the Main Residential Building, including particularly, without limitation, improvements to the main hallways, resident hall- ways, elevators, the library, meeting rooms, the game room, stairwells and atriums; (ii) ac- quiring, constructing, renovat- ing, remodeling, equipping and furnishing the Health Care Cen- ter in the Main Residential Building, Including particularly, without limitation, improve- ments to hallways, nursing sta- tions, offices, meeting rooms, resident rooms, and auxiliary spaces, and (III) acquiring, con- structing, renovating, equipping and furnishing an approximately 17,200 square foot expansion to the Main Residential Building which included particularly, without limitation, a new lobby and entryway, a convocation room and offices (collectively, the "2016 Project"). The 2010 Bonds were issued to refund the Board's Adjustable Rate De- mand Refunding Revenue Bonds, Series 2002 (Butterfield Trail Village Project), which were issued to refinance costs of ac- quiring, constructing and equip- ping the residential life care retirement facility (consisting of particularly, without limitation, residential units, a skilled nurs- ing care center, recreational fa- cilities and other related facilities) owned and operated by the Corporation (the "2002 Project"). The 2016 Project and the 2002 Project are located on the Corporation's approximately 48-acre campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. The bonds shall be special obligations of the Board, se- cured by and payable from an assignment of the right to re- ceive payments from the Corpo- ration pursuant to a Loan Agreement between the Board and the Corporation, and such other collateral as may be pro- vided by the Corporation. The obligations shall not constitute an indebtedness for which the faith and credit of the City are pledged. At the hearing, any persons interested may express their views, both orally and in writing, on the proposed issuance of the bonds and the purposes for which the bonds are proposed to be issued.At such hearing all objections and suggestions will be heard and considered, and the City will take such action as is deemed proper in the prem- ises. Dated: November20,2025 November 23, 2025 557023 RESOLUTION RESOLUTION AUTHORIZING THE ISSUANCE OF THE ISSUER'S RETIREMENT FACILITIES REVENUE BONDS (BUTTERFIELD TRAIL VILLAGE PROJECT) (THE "BONDS") TO PROVIDE FUNDS TO (1) ACCOMPLISH THE REFUNDING OF AN OUTSTANDING BOND ISSUE AND/OR (2) FINANCE IMPROVEMENTS TO A RESIDENTIAL LIFE CARE RETIREMENT FACILITY IN FAYETTEVILLE, ARKANSAS FOR ELDERLY PERSONS AND FOR OTHER PURPOSES AS SET FORTH HEREIN; AUTHORIZING AN INDENTURE OF TRUST, A LOAN AGREEMENT, A BOND PURCHASE AGREEMENT AND PRELIMINARY AND FINAL OFFICIAL STATEMENTS IN CONNECTION THEREWITH; AUTHORIZING THE SALE OF THE BONDS AND THE EXECUTION OF A BOND PURCHASE AGREEMENT; AND AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING THERETO. WHEREAS, The Fayetteville Public Facilities Board (the "Issuer") has been organized and exists under the laws of the State of Arkansas as a public facilities board; and WHEREAS, the Issuer is a public body corporate and politic duly organized and validly existing under the Constitution and laws of the State of Arkansas (the "State"), including Title 14, Chapter 137 of the Arkansas Code of 1987 Annotated, as amended (the "Act"), and by Ordinance No. 2485, as amended (collectively, the "Ordinance"), of the Board of Directors (now the City Council) of the City of Fayetteville, Arkansas (the "City"), adopted on November 21, 1978; and WHEREAS, the Ordinance and the Act authorized the Issuer to issue revenue bonds to finance residential housing, health care and related facilities to serve elderly persons so long as such facilities are secured by nonprofit corporations and to refund bonds issued for such purpose; and WHEREAS, Butterfield Trail Village, Incorporated, an Arkansas nonprofit corporation (the "Obligor"), operates a residential life care retirement facility for the elderly known as "Butterfield Trail Village" consisting of independent living units, a skilled nursing care center and related facilities located on approximately 48 acres at 1923 E. Joyce Boulevard, Fayetteville, Arkansas, 72703; and WHEREAS, the Issuer has previously issued its Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the "2016 Bond"), which financed and refinanced improvements for the Obligor's facilities; and WHEREAS, the Obligor has requested that the Issuer assist the Obligor in financing all or a portion of the costs of acquiring, constructing, equipping and furnishing (i) a new assisted living facility to include particularly, without limitation, assisted living units, office space, health and wellness facilities, activity space, and dining facilities, (ii) renovations to the existing assisted living facility to convert the facility into independent living units, and (iii) parking facilities and campus infrastructure improvements (collectively, the "2025 Project"); and WHEREAS, the Obligor has advised the Issuer that in connection with the 2025 Project, it may be necessary or desirable for the Issuer to further assist the Obligor by refunding the 2016 Bond; and WHEREAS, for the purposes set forth in the Ordinance, and in order to assist the Obligor, the Issuer desires to issue not to exceed $40,000,000 in principal amount of its Retirement Facilities Revenue Bonds (Butterfield Trail Village Project) (the "Bonds") to provide funds to (a) accomplish the refunding of the 2016 Bond (if necessary or desirable) (the "Refunding"); (b) finance all or a portion of the costs of the 2025 Project; (c) fund interest during construction; (d) fund a debt service fund; and (e) pay a portion of the costs of issuance; and WHEREAS, the Bonds will be limited obligations of the Issuer and will be payable from amounts payable by the Obligor under the Loan Agreement (as hereinafter defined) and will be secured as set forth in the Loan Agreement and in the Master Trust Indenture, Mortgage and Security Agreement, dated as of the dated date of the Bonds, as amended and supplemented from the time to time (the "Master Indenture"), by and between the Obligor and Centennial Bank, or such other corporate trustee selected by the Obligor and reasonably acceptable to the Issuer, as Master Trustee; and WHEREAS, there has been presented to this meeting the form of the following instruments which the Issuer proposes to execute to carry out the transactions described herein, copies of which instruments shall be filed with the records of the Issuer: (a) a Bond Purchase Agreement (the "Bond Purchase Agreement") among the Issuer, the Obligor, and B. C. Ziegler and Company (the "Underwriter"); (b) a Loan Agreement (the "Loan Agreement") between the Issuer and the Obligor; (c) an Indenture of Trust (the "Indenture") between the Issuer and Centennial Bank, or such other corporate trustee selected by the Obligor and reasonably acceptable to the Issuer, as Trustee (the "Trustee"); and (d) a Preliminary Official Statement (the "Preliminary Official Statement") relating to the Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE FAYETTEVILLE PUBLIC FACILITIES BOARD, AS FOLLOWS: Section 1. The Issuer hereby finds that the issuance of the Bonds to accomplish the Refunding (if necessary or desirable) and to finance all or a portion of the costs of the 2025 Project will assist in providing residential housing, health care and related facilities to serve elderly persons in the City and, therefore, should be accomplished. Section 2. The issuance of the Bonds in the principal amount of not to exceed $40,000,000 is hereby authorized. The Bonds shall be designated "The Fayetteville Public Facilities Board Retirement Facilities Revenue Bonds (Butterfield Trail Village Project);" shall be issued in the form and denominations; shall be dated; shall be numbered; shall mature not later than December 1, 2060; 2 shall have a true interest cost (after taking into account original issue discount and premium and Underwriter's discount, but excluding costs of issuing the Bonds) of not greater than 6.25%; and shall be subject to redemption prior to maturity, upon the terms and conditions recommended by the Obligor and to be set forth in the Indenture. The Bonds shall include a series designation reflecting the year in which the Bonds are issued, and, if the Bonds are issued to accomplish the Refunding, such series designation may include the phrase "Refunding and Improvement." The maturity schedule and the interest rate per maturity shall be approved by the Chairman or Vice Chairman of the Issuer. The Bonds may be divided into multiple series if taxable and tax-exempt bonds are being issued, if advantageous for planning purposes or if necessitated for federal income tax purposes, as determined by the Chief Financial Officer of the Obligor, and, if multiple series are issued, each series shall have a letter designation, commencing with "A." As determined by the Obligor, the Bonds may be issued to provide funds to accomplish all or any combination of the purposes authorized hereby. Section 3. Within the parameters described in Section 2 of this Resolution and in accordance with the request of the Obligor that the sale of the Bonds be made on a negotiated basis, the Bonds shall be sold to the Underwriter for the purchase price (which shall include an Underwriter's discount not greater than 1.50%), plus accrued interest, if any, from the date of the Bonds to the date of delivery, and upon the terms and conditions set forth in the Bond Purchase Agreement. The Chairman, Vice Chairman and Secretary are each hereby authorized and directed to execute and deliver, for and on behalf of the Issuer, the Bond Purchase Agreement to the Underwriter and the Obligor. In addition to the compensation in the form of Underwriter's discount, the Underwriter shall be entitled to such other compensation and to the reimbursement of such expenses as shall be agreed upon by the Obligor and the Underwriter so long as such amounts are payable from proceeds of the Bonds or by the Obligor. Section 4. To prescribe the terms and conditions upon which the Bonds are to be executed, issued, accepted, held and secured, the Chairman, Vice Chairman and Secretary of the Issuer are hereby authorized and directed to execute and deliver the Indenture to the Trustee. Section 5. There is hereby authorized the loaning of the proceeds of the Bonds to the Obligor in accordance with the provisions of the Loan Agreement. The Chairman, Vice Chairman, and Secretary of the Issuer are hereby authorized and directed to execute and deliver the Loan Agreement to the Obligor. Section 6. The Chairman and Secretary of the Issuer are hereby authorized and directed to execute the Bonds, by manual or facsimile signature, and to cause the Bonds so executed and authenticated to be delivered to or at the direction of the Underwriter upon payment of the purchase price. Section 7. The Preliminary Official Statement is hereby approved and the Chairman or Vice Chairman of the Issuer are hereby authorized to declare the same to be final as of its date in accordance with the provisions of Rule 15c2-12 under the Securities Exchange Act of 1934 to the extent it is applicable to the sale of the Bonds. The Chairman or Vice Chairman of the Issuer are authorized to execute the Preliminary Official Statement and a final Official Statement. The Preliminary Official Statement and final Official Statement are authorized to be distributed to various prospective and actual purchasers of the Bonds for and on behalf of the Issuer. Section 8. The Bond Purchase Agreement, the Loan Agreement, the Indenture and the Preliminary Official Statement (collectively, the "Bond Documents") shall be in substantially the forms submitted to this meeting, which are hereby approved, with such omissions, insertions and changes as may be approved by the officers executing them, their execution to constitute conclusive evidence of their approval of any such omissions, insertions and changes. The Bond Documents have been prepared and presented to the Issuer assuming that the Bonds will be issued to accomplish both the Refunding and the 2025 Project. In the event that the Obligor advises the Chairman of the Issuer that it is not necessary or advisable to accomplish the Refunding, the Chairman, Vice Chairman, and Secretary of the Issuer are each authorized to approve, accept, and execute the Bond Documents with revisions that the Obligor advises are necessitated by the 2016 Bond remaining outstanding after the issuance of the Bonds. The signature of the Chairman, Vice Chairman or Secretary on each of such documents shall evidence approval and acceptance thereof. Section 9. The Chairman, Vice Chairman, Secretary and other officers of the Issuer, for and on behalf of the Issuer, are hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the instruments approved by this Resolution and the performance of all obligations of the Issuer thereunder, the issuance, execution and delivery of the Bonds, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by this Resolution. The Chairman, Vice Chairman, Secretary and other officers of the Issuer are hereby further authorized and directed, for and on behalf of the Issuer, to execute the Bond Documents and all papers, documents, certificates and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. The Secretary of the Issuer is hereby authorized to acknowledge and attest the signatures of the Chairman and the Vice Chairman and to execute such other documents as may be required in connection with the issuance of the Bonds. Section 10. The Issuer will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the undertakings described in this Resolution or as it may deem appropriate in pursuance thereof. Section 11. The Secretary shall maintain, as a part of the minutes of the meeting at which this Resolution is adopted and the permanent records of the Issuer, for inspection by any interested person, copies of the Bond Documents. Section 12. No recourse under or upon any obligation, covenant, acceptance or agreement contained in this Resolution, or in any Bond, or in the Bond Documents, or under any judgment obtained against the Issuer or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise, or under any circumstances, shall be had against any officer as such or board member, past, present, or future, of the Issuer, either directly or through the Issuer, or otherwise, for the payment for or to the Issuer or any receiver thereof, or for or to any holder of any Bond, or otherwise, of any sum that may be due and unpaid by the Issuer upon any of the Bonds. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such officer, as such, to respond by reason of any act or omission on his or her part, or otherwise, for, directly or indirectly, the payment for or to the Issuer or any receiver thereof, or for or to the owner or any holder of any Bond, or otherwise, of any sum that may remain due and unpaid upon any Bond, shall be deemed to be expressly waived and released as a condition of and consideration for the execution and delivery of the Bond Documents and the issuance of the Bonds. M Section 13. The Bonds are limited obligations of the Issuer, payable solely from the revenues and other funds and money pledged and assigned under the Bond Documents. Neither the Issuer, nor the State of Arkansas, nor Washington County, Arkansas, nor the City, nor any public agency (except the Issuer, to the limited extent set forth in the Bond Documents) shall in any event be liable for the payment of the principal of, premium (if any) or interest on the Bonds, or for the performance of any pledge, obligation or agreement of any kind whatsoever except as set forth in the Bond Documents, and none of the Bonds or any of the Issuer's agreements or obligations shall be construed to constitute an indebtedness of or a pledge of the faith and credit of or a loan of the credit of or a moral obligation of any of the foregoing within the meaning of any constitutional or statutory provision whatsoever. The Issuer has no taxing power. Section 14. The Issuer will restrict the use of the proceeds of the Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bonds are delivered to or at the direction of the Underwriter, so that they will not constitute arbitrage bonds under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"). The Chairman or any other officer having responsibility with respect to the issuance of the Bonds, is authorized and directed, alone or in conjunction with the Obligor or any officer, employee, consultant or agent of the Obligor, to deliver a certificate for inclusion in the transcript of proceedings for the Bonds, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to said Section 148 of the Code and regulations thereunder. In its performance of these covenants, and other covenants of the Issuer pertaining to federal income tax laws, the Issuer may rely upon the written advice of nationally recognized bond counsel which is provided to the Obligor. Section 15. The Chairman, the Vice Chairman, and the Secretary of the Issuer be and they hereby are authorized to execute and deliver for and on behalf of the Issuer any and all additional certificates, documents, opinions, agreements or other papers and perform all other acts (including without limitation the filing of any financing statements or any other documents to create and maintain a security interest in the collateral pledged under the Bond Documents) as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 16. The Chairman of the Issuer is hereby authorized and directed to work with Friday, Eldredge & Clark, LLP, as Bond Counsel, and officials of the Obligor to review and revise as needed written procedures to assist the Obligor in monitoring compliance with federal tax requirements with respect to tax-exempt obligations issued by the Issuer for the benefit of the Obligor. It is understood that the policies to be reviewed and/or revised by such written procedures will be adopted and established by the Obligor on behalf of the Issuer for tax-exempt obligations issued by the Issuer for the benefit of the Obligor. Section 17. The Bonds shall not be issued and delivered by the Issuer unless and until a public hearing is held with respect to the Bonds and unless and until the City Council of the City shall have adopted a resolution ratifying the adoption by the Issuer of this Resolution. Section 18. The provisions of this Resolution are hereby declared to be separable and, if any section, phrase or provisions shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. 5 Section 19. All prior resolutions or portions thereof of the Issuer which are inconsistent with the contents hereof are hereby repealed. Section 20. This Resolution shall become effective immediately upon its passage and approval. [Signature Page to Follow.] Adopted and approved.th s 121h.day dMovem'ber, 2025. ATTEST: Secretary SEAL} e-QUB��� SEAL :7y'gpI N5p°?O� THE FAYETTEVILLE PUBLIC FACILITIES BOARD By Chairman [Signature Page to Resolution.]'