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HomeMy WebLinkAbout67-16 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 67-16 ARCH I d E D File Number: 2016-0102 FAYETTEVILLE PUBLIC FACILITIES BOARD: A RESOLUTION RATIFYING THE RESOLUTION OF THE FAYETTEVILLE PUBLIC FACILITIES BOARD APPROVING A REFUNDING AND IMPROVEMENT REVENUE BOND (BUTTERFIELD TRAIL VILLAGE PROJECT), SERIES 2016 IN A PRINCIPAL AMOUNT OF NOT TO EXCEED $17,450,000; 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 (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 Arkansas Code Annotated §14-137-101 et seq., 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, an Arkansas nonprofit corporation, owns 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 facility located on approximately 44 acres of land at 1923 E. Joyce Boulevard in the City ('Butterfield Trail Village"); and WHEREAS, the Board has previously issued its Refunding Revenue Bonds (Butterfield Trail Village Project), Series 2010 (the "2010 Bonds"); and Page 1 Printed on 3116116 File Number.' 2016-0102 Resolution: 67-16 WHEREAS, the Board has determined that the economic interest and public purpose of the Board are served by issuing its Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the "Bond") in a principal amount of not to exceed $17,450,000 for the purpose of providing moneys to (a) refund the 2010 Bonds (the "Refunding"), and (b) finance all or a portion of the costs of improvements for Butterfield Trail Village, including particularly, without limitation, (i) acquiring, constructing, renovating, remodeling, equipping and furnishing common areas in the Main Residential Building, including particularly, without limitation, improvements to the main hallways, resident hallways, elevators, the library, meeting rooms, the game room, stairwells and atriums, (ii) acquiring, constructing, renovating, remodeling, equipping and furnishing the Health Care Center in the Main Residential Building, including particularly, without limitation, improvements to hallways, nursing stations, offices, meeting rooms, resident rooms, and auxiliary spaces, and (iii) acquiring, constructing, renovating, equipping and furnishing an approximately 17,200 square foot expansion to the Main Residential Building to include particularly, without limitation, a new lobby and entryway, a convocation room and offices (collectively, the "2016 Project"), to pay the costs of issuing the Bond and accomplishing the Refunding and for other purposes related thereto: and WHEREAS, the Bond is not a debt of or pledge of the credit of either the City or the Board and neither the City or the Board is obligated to pay debt service on the Bond; 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 of such bonds; and WHEREAS, such resolution adopted by the Board on March 1, 2016 (the "Board Resolution"), authorized the issuance of the Bond to accomplish the Refunding and to finance the 2016 Project and authorized the Chairman and Secretary of the Board to execute and delivery the Bond and documents to effect the issuance of the Bond; 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 Bond in a principal amount of not to exceed $17,450,000 for the purpose of providing moneys to accomplish the Refunding, to finance all or a portion of the costs of the 2016 Project, to pay the costs of issuing the Bond and accomplishing the Refunding, and for other purposes related thereto and shall comply with other provisions of the Act and the Ordinance. The Bond by statute and intent of this City Council is not a debt of or pledge of the credit of either the City or the Board and neither the Page 2 Printed on 3/16116 File Number. 2016-0102 Resolution: 67-16 City nor the Board is obligated to pay debt service on the Bond whether or not the Bond has been properly issued. Section 2. Ratification of Board's Resolution. The provisions of the Board Resolution, a copy of which is filed with the Clerk of the City, are hereby ratified by the City. Section 3. 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 4. 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 on 3/15/2016 Attest: Sondra E. Smith, City Clerk Treasurer `;1"/iYETTEViLLL; `V � f () Page 3 Printed on 3116116 KL r:� ..- - City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 41 Text File File Number: 2016-0102 Agenda Date: 3/15/2016 Version: 1 Status: Passed In Control: City Council Meeting File Type: Resolution Agenda Number: C. 1 FAYETTEVILLE PUBLIC FACILITIES BOARD: A RESOLUTION RATIFYING THE RESOLUTION OF THE FAYETTEVILLE PUBLIC FACILITIES BOARD APPROVING A REFUNDING AND IMPROVEMENT REVENUE BOND (BUTTERFIELD TRAIL VILLAGE PROJECT), SERIES 2016 IN A PRINCIPAL AMOUNT OF NOT TO EXCEED $17,450,000; 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 (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 Arkansas Code Annotated §14-137-101 et seq., 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, an Arkansas nonprofit corporation, owns 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 facility located on approximately 44 acres of land at 1923 E. Joyce Boulevard in the City ('Butterfield Trail Village"); and WHEREAS, the Board has previously issued its Refunding Revenue Bonds (Butterfield Trail Village Project), Series 2010 (the "2010 Bonds"); and WHEREAS, the Board has determined that the economic interest and public purpose of the Board are served by issuing its Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the 'Bond") in a principal amount of not to exceed $17,450,000 for the purpose of providing moneys to (a) refund the 2010 Bonds (the "Refunding"), and (b) finance all or a portion of the costs of improvements for Butterfield Trail Village, including particularly, without limitation, (i) acquiring, constructing, renovating, remodeling, equipping and furnishing common areas in the Main Residential Building, including particularly, without limitation, improvements to the main hallways, resident hallways, elevators, the library, meeting rooms, the game room, stairwells and atriums, (ii) acquiring, constructing, renovating, remodeling, equipping and furnishing the Health Care Center in the Main Residential Building, including particularly, without limitation, improvements to hallways, City of Fayetteville, Arkansas Page 1 Printed on 311612016 K File Number: 2016-0102 nursing stations, offices, meeting rooms, resident rooms, and auxiliary spaces, and (iii) acquiring, constructing, renovating, equipping and furnishing an approximately 17,200 square foot expansion to the Main Residential Building to include particularly, without limitation, a new lobby and entryway, a convocation room and offices (collectively, the "2016 Project"), to pay the costs of issuing the Bond and accomplishing the Refunding and for other purposes related thereto: and WHEREAS, the Bond is not a debt of or pledge of the credit of either the City or the Board and neither the City or the Board is obligated to pay debt service on the Bond; 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 of such bonds; and WHEREAS, such resolution adopted by the Board on March 1, 2016 (the "Board Resolution"), authorized the issuance of the Bond to accomplish the Refunding and to finance the 2016 Project and authorized the Chairman and Secretary of the Board to execute and delivery the Bond and documents to effect the issuance of the Bond; 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 Bond in a principal amount of not to exceed $17,450,000 for the purpose of providing moneys to accomplish the Refunding, to finance all or a portion of the costs of the 2016 Project, to pay the costs of issuing the Bond and accomplishing the Refunding, and for other purposes related thereto and shall comply with other provisions of the Act and the Ordinance. The Bond by statute and intent of this City Council is not a debt of or pledge of the credit of either the City or the Board and neither the City nor the Board is obligated to pay debt service on the Bond whether or not the Bond has been properly issued. Section 2. Ratification of Board's Resolution. The provisions of the Board Resolution, a copy of which is filed with the Clerk of the City, are hereby ratified by the City. Section 3. 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 4. Repeal of Resolutions in Conflict. All resolutions and parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. City of Fayetteville, Arkansas Page 2 Printed on 3/16/2016 FS Legistar ID No.: 2016-0102 AGENDA REQUEST FORM FOR: Council Meeting of March 15, 2016 FROM: _ -- - -- _ City Attorney Kit Williams ORDINANCE OR RESOLUTION TITLE AND SUBJECT: A RESOLUTION RATIFYING THE RESOLUTION OF THE FAYETTEVILLE PUBLIC FACILITIES BOARD APPROVING A REFUNDING AND IMPROVEMENT REVENUE BOND (BUTTERFIELD TRAIL VILLAGE PROJECT), SERIES 2016 IN A PRINCIPAL AMOUNT OF NOT TO EXCEED $17 454000 AND PRESCRIBING OTHER MATTERS --PEI -TA-I--N--I--NG- THERETO APPROVED FOR AGENDA: City Attorney Kit illiaixis Date (as to form) M RESOLUTION RESOLUTION AUTHORIZING THE ISSUANCE OF THE ISSUER'S REFUNDING AND IMPROVEMENT REVENUE BOND (BUTTERFIELD TRAIL VILLAGE PROJECT), SERIES 2016 IN A PRINCIPAL AMOUNT NOT TO EXCEED $17,450,000 (THE "BOND") TO PROVIDE FUNDS TO REFUND OUTSTANDING BONDS AND TO FINANCE IMPROVEMENTS TO A RESIDENTIAL LIFE CARE RETIREMENT FACILITY IN FAYETTEVILLE, ARKANSAS FOR ELDERLY PERSONS; AUTHORIZING A LOAN AGREEMENT BETWEEN THE BOARD AND BUTTERFIELD TRAIL VILLAGE, INCORPORATED; AUTHORIZING THE SALE OF THE BOND AND THE EXECUTION OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; 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 the Arkansas Code Annotated §§ 14-137-101, et seq., 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, the Issuer has previously issued its Refunding Revenue Bonds (Butterfield Trail Village Project), Series 2010 (the "2010 Bonds"); and WHEREAS, the Issuer has previously issued its Revenue Bond (Butterfield Trail Village Project), Series 2013 (the "2013 Bond"); and WHEREAS, for the purposes set forth in the Ordinance, the Issuer desires to issue not to exceed $17,450,000 in principal amount of its Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the "Bond") to provide funds to (a) refund the 2010 Bonds (the "Refunding") and (b) to finance all or a portion of the costs of (i) acquiring, constructing, renovating, remodeling, equipping and furnishing common areas in the Main Residential Building, including particularly, without limitation, improvements to the main hallways, resident hallways, elevators, the library, meeting rooms, the game room, stairwells and atriums, (ii) acquiring, constructing, renovating, remodeling, equipping and furnishing the Health Care Center in the Main Residential Building, including particularly, without limitation, improvements to hallways, nursing stations, offices, meeting rooms, resident rooms, and auxiliary spaces, and (iii) acquiring, constructing, renovating, equipping and furnishing an approximately 17,200 square foot expansion to the Main Residential Building to include particularly, without limitation, a new lobby and entryway, a convocation room and offices (collectively, the "2016 Project") for Butterfield Trail Village, Incorporated, an Arkansas nonprofit corporation (the "Borrower"), which 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 44 acres at 1923 E. Joyce Boulevard, Fayetteville, Arkansas, 72703; and WHEREAS, the proceeds of the Bond will be loaned by the Issuer to the Borrower, pursuant to a Loan Agreement, to be dated as of the dated date of the Bond (the "Loan Agreement"), providing for payments by the Borrower, as a repayment of the loan in amounts sufficient to provide for the payment of the principal of and premium, if any, and interest on the Bond as due and payable; WHEREAS, the Bond will be sold to Arvest Bank (the "Purchaser"), pursuant to a Bond Purchase, Assignment and Security Agreement to be dated as of the dated date of the Bond (the "Bond Purchase Agreement"), setting forth the terms of the Bond; and WHEREAS, the Bond will be secured on a parity of security with the 2013 Bond; and WHEREAS, there has been presented to this meeting the form of the following instruments which ie tssuierproposestcreXecutetOca uthe transaction-described-abGve,copies-of_-which instruments shall be filed with the records of the Issuer: (a) the Bond Purchase Agreement; and (b) the Loan Agreement; and WHEREAS, it appears that each of the instruments above referred to, which are now before the Issuer, are in appropriate form and are appropriate instruments for the purpose intended; NOW, THEREFORE, BE IT RESOLVED BY THE FAYETTEVILLE PUBLIC FACILITIES BOARD, AS FOLLOWS: Section 1. The Issuer hereby finds that the issuance of the Bond to accomplish the Refunding and to finance all or a portion of the costs of the 2016 Project will assist in providing residential care facilities for the elderly in the City and, therefore, should be accomplished. Section 2. The issuance of the Bond in the principal amount of not to exceed $17,450,000 is hereby authorized. The Bond shall be designated "The Fayetteville Public Facilities Board Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016" and shall be issued in the form, shall be dated, shall be numbered, shall bear interest (provided such interest rate shall not exceed 3.25% per annum), and shall be subject to redemption prior to maturity, upon the terms and conditions set forth in the Bond Purchase Agreement. The principal of and interest on the Bond shall be payable in semi-annual installments, as provided in the Bond Purchase Agreement, with the final installment due not later than sixteen (16) years after the date of issuance of the Bond. Section 3. To prescribe the terms and conditions upon which the Bond is to be executed, issued, purchased, accepted, held and secured, the Chairman and Secretary of the Issuer are hereby authorized and directed to execute and deliver the Bond Purchase Agreement to the Purchaser. a Section 4. There is hereby authorized the loaning of the proceeds of the Bond to the Borrower in accordance with the provisions of the Loan Agreement. The Chairman and Secretary of the Issuer are hereby authorized and directed to execute and deliver the Loan Agreement to the Borrower. Section 5. The Chairman and Secretary of the Issuer are hereby authorized and directed to execute the Bond and to cause the Bond so executed and authenticated to be delivered to the Purchaser upon payment of the purchase price. Section 6. The Bond Purchase Agreement and the Loan Agreement 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. Section 7. The 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 Bond, and the performance of all acts of w a ever nature necessary to�ffect and carry--out-the-authoritycon€e1Ted by this Resolution. The Chairman, Secretary and other officers of the Issuer are hereby further authorized and directed, for and on behalf of the Issuer, to execute 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 Chairman, Secretary and other officers of the Issuer are hereby further authorized and directed, for and on behalf of the Issuer, to execute all papers, documents, certificates and other instruments that may be required in order for the Bond to be secured on a parity of security with the 2013 Bond. Section 8. 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 Purchase Agreement and the Loan Agreement. Section 9. The Issuer will restrict the use of the proceeds of the Bond in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bond is delivered to the Purchaser, so that they will not constitute an arbitrage bond 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 Bond, is authorized and directed, alone or in conjunction with the Borrower or any officer, employee, consultant or agent of the Borrower, to deliver a certificate for inclusion in the transcript of proceedings for the Bond, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to said Section 148 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 Borrower. Section 10. The 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 k security interest in the collateral pledged under the Bond Purchase Agreement) as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 11. The Issuer acknowledges that proceeds of the 2013 Bond will be used to provide a portion of the funds to finance costs of the 2016 Project. Section 12. The Chairman of the Issuer is hereby authorized and directed to work with Friday, Eldredge & Clark, LLP, as Bond Counsel, and officials of the Borrower to develop, adopt and implement written procedures to assist the Borrower in monitoring compliance with federal tax requirements with respect to tax-exempt obligations issued by the Issuer for the benefit of the Borrower. It is understood that the policies to be adopted and established by such written procedures will be adopted and established by the Borrower on behalf of the Issuer for tax-exempt obligations issued by the Issuer for the benefit of the Borrower. Section 13. The Bond shall not be issued and delivered by the Issuer unless and until the City Council of the City shall have adopted a resolution ratifying the adoption by the Issuer of this Resolution. Section 14. 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. Section 15. All prior resolutions or portions thereof of the Issuer which are inconsistent with the contents hereof are hereby repealed. Section 16. This Resolution shall become effective immediately upon its passage and approval.... Adopted and approved this 1st day of March, 2016. THE FAYETTEVILLE PUBLIC FACILITIES BOARD ATTEST: Secretary (SEAL) By Chairman 4 CERTIFICATE The undersigned, Secretary of The Fayetteville Public Facilities Board hereby certifies that the foregoing pages are a true and correct copy of a Resolution of the Board adopted on the 1st day of March, 2016, and that the Resolution is of record in the records of the Board. GIVEN under my hand and seal this 1st day of March, 2016. (SEAL) Secretary k RECEIVED JAMES N. McCORD MAR 0 8 2016 Attorney at Law CITY OF FAYETTEVILLE The Fulbright Building CLERK OFFICE 217 E. DICKSON STREET SUITE #102 FAYETTEVILLE, ARKANSAS 72701 TELEPHONE (479) 695-1134 FACSIMLE (479) 442-1490 jimmccordlaw@gmail.com To: Fayetteville City Council Mayor Lioneld Jordan From: James N. McCord Attorney for The Fayetteville Public Facilities Board ("PFB") Date: March 8, 2016 Re: PFB Bond for Butterfield Trail Village The Bond which The Fayetteville Public Facilities Board proposes to issue for Butterfield Trail Village, Inc. (the "Corporation") does not create any potential liability for the City of Fayetteville or the PFB because the Bond states: "... This Bond is not a general obligation of the Issuer but is a limited obligation payable solely from revenues derived from the Loan Agreement. In no event shall this Bond or the interest thereon constitute an indebtedness for which the faith and credit of the State of Arkansas or the City of Fayetteville, Arkansas (the "City") or any of their revenues are pledged.... The Loan Agreement provides for loan repayments by the Corporation in amounts sufficient to provide for the payment of the principal and interest on this Bond as due and payable...." cc: Kit Williams, City Attorney Paul Becker, Finance Director Don Marr, Chief of Staff Sondra Smith, City Clerk RESOLUTION RESOLUTION AUTHORIZING THE ISSUANCE OF THE ISSUER'S REFUNDING AND IMPROVEMENT REVENUE BOND (BUTTERFIELD TRAIL VILLAGE PROJECT), SERIES 2016 IN A PRINCIPAL AMOUNT NOT TO EXCEED $17,450,000 (THE "BOND") TO PROVIDE FUNDS TO REFUND OUTSTANDING BONDS AND TO FINANCE IMPROVEMENTS TO A RESIDENTIAL LIFE CARE RETIREMENT FACILITY IN FAYETTEVILLE, ARKANSAS FOR ELDERLY PERSONS; AUTHORIZING A LOAN AGREEMENT BETWEEN THE BOARD AND BUTTERFIELD TRAIL VILLAGE, INCORPORATED; AUTHORIZING THE SALE OF THE BOND AND THE EXECUTION OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; 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 the Arkansas Code Annotated §§ 14-137-101, et seq., 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, the Issuer has previously issued its Refunding Revenue Bonds (Butterfield Trail Village Project), Series 2010 (the "2010 Bonds"); and WHEREAS, the Issuer has previously issued its Revenue Bond (Butterfield Trail Village Project), Series 2013 (the "2013 Bond"); and WHEREAS, for the purposes set forth in the Ordinance, the Issuer desires to issue not to exceed $17,450,000 in principal amount of its Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the "Bond") to provide funds to (a) refund the 2010 Bonds (the "Refunding") and (b) to finance all or a portion of the costs of (i) acquiring, constructing, renovating, remodeling, equipping and furnishing common areas in the Main Residential Building, including particularly, without limitation, improvements to the main hallways, resident hallways, elevators, the library, meeting rooms, the game room, stairwells and atriums, (ii) acquiring, constructing, renovating, remodeling, equipping and furnishing the Health Care Center in the Main Residential Building, including particularly, without limitation, improvements to hallways, nursing stations, offices, meeting rooms, resident rooms, and auxiliary spaces, and (iii) acquiring, constructing, renovating, equipping and furnishing an approximately 17,200 square foot expansion to the Main Residential Building to include particularly, without limitation, a new lobby and entryway, k a convocation room and offices (collectively, the "2016 Project") for Butterfield Trail Village, Incorporated, an Arkansas nonprofit corporation (the "Borrower"), which 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 44 acres at 1923 E. Joyce Boulevard, Fayetteville, Arkansas, 72703; and WHEREAS, the proceeds of the Bond will be loaned by the Issuer to the Borrower, pursuant to a Loan Agreement, to be dated as of the dated date of the Bond (the "Loan Agreement"), providing for payments by the Borrower, as a repayment of the loan in amounts sufficient to provide for the payment of the principal of and premium, if any, and interest on the Bond as due and payable; WHEREAS, the Bond will be sold to Arvest Bank (the "Purchaser"), pursuant to a Bond Purchase, Assignment and Security Agreement to be dated as of the dated date of the Bond (the "Bond Purchase Agreement"), setting forth the terms of the Bond; and WHEREAS, the Bond will be secured on a parity of security with the 2013 Bond; 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 transaction described above, copies of which instruments shall be filed with the records of the Issuer: (a) the Bond Purchase Agreement; and (b) the Loan Agreement; and WHEREAS, it appears that each of the instruments above referred to, which are now before the Issuer, are in appropriate form and are appropriate instruments for the purpose intended; NOW, THEREFORE, BE IT RESOLVED BY THE FAYETTEVILLE PUBLIC FACILITIES BOARD, AS FOLLOWS: Section 1. The Issuer hereby finds that the issuance of the Bond to accomplish the Refunding and to finance all or a portion of the costs of the 2016 Project will assist in providing residential care facilities for the elderly in the City and, therefore, should be accomplished. Section 2. The issuance of the Bond in the principal amount of not to exceed $17,450,000 is hereby authorized. The Bond shall be designated "The Fayetteville Public Facilities Board Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016" and shall be issued in the form, shall be dated, shall be, numbered, shall bear interest (provided such interest rate shall not exceed 3.25% per annum), and shall be subject to redemption prior to maturity, upon the terms and conditions set forth in the Bond Purchase Agreement. The principal of and interest on the Bond shall be payable in semi-annual installments, as provided in the Bond Purchase Agreement, with the final installment due not later than sixteen (16) years after the date of issuance of the Bond. Section 3. To prescribe the terms and conditions upon which the Bond is to be executed, issued, purchased, accepted, held and secured, the Chairman and Secretary of the Issuer are hereby authorized and directed to execute and deliver the Bond Purchase Agreement to the Purchaser. K Section 4. There is hereby authorized the loaning of the proceeds of the Bond to the Borrower in accordance with the provisions of the Loan Agreement. The Chairman and Secretary of the Issuer are hereby authorized and directed to execute and deliver the Loan Agreement to the Borrower. Section 5. The Chairman and Secretary of the Issuer are hereby authorized and directed to execute the Bond and to cause the Bond so executed and authenticated to be delivered to the Purchaser upon payment of the purchase price. Section 6. The Bond Purchase Agreement and the Loan Agreement 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. Section 7. The 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 Bond, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by this Resolution. The Chairman, Secretary and other officers of the Issuer are hereby further authorized and directed, for and on behalf of the Issuer, to execute 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 Chairman, Secretary and other officers of the Issuer are hereby further authorized and directed, for and on behalf of the Issuer, to execute all papers; documents, certificates and other instruments that may be required in order for: the Bond to be secured on a parity of security with the 2013 Bond. Section 8. 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 Purchase Agreement and the Loan Agreement. Section 9. The Issuer will restrict the use of the proceeds of the Bond in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bond is delivered to the Purchaser, so that they will not constitute :an arbitrage bond 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 Bond, is authorized and directed, alone or in conjunction with the Borrower or any officer, employee, consultant or agent of the Borrower, to deliver a certificate for inclusion im the transcript of proceedings for the Bond, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to said Section 148 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 Borrower. Section 10. The 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 1< security interest in the collateral pledged under the Bond Purchase Agreement) as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 11. The Issuer acknowledges that proceeds of the 2013 Bond will be used to provide a portion of the funds to fmance costs of the 2016 Project. Section 12. The Chairman of the Issuer is hereby authorized and directed to work with Friday, Eldredge & Clark, LLP, as Bond Counsel, and officials of the Borrower to develop, adopt and implement written procedures to assist the Borrower in monitoring compliance with federal tax requirements with respect to tax-exempt obligations issued by the Issuer for the benefit of the Borrower. It is understood that the policies to be adopted and established by such written procedures will be adopted and established by the Borrower on behalf of the Issuer for tax-exempt obligations issued by the Issuer for the benefit of the Borrower. Section 13. The Bond shall not be issued and delivered by the Issuer unless and until the City Council of the City shall have adopted a resolutipn ratifying the adoption by the Issuer of this Resolution. Section 14. 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. Section 15. All prior resolutions or portions thereof of the Issuer which are inconsistent with the contents hereof are hereby repealed. Section 16. This Resolution shall become effective immediately upon its passage and approval. Adopted and approved this 1st day of March, 2016. ATTEST: Secretary (SEAL) TI;IE FAYETTEVILLE PUBLIC FACILITIES BOARD Chairman 4 K CERTIFICATE The undersigned, Secretary of The Fayetteville Public Facilities Board hereby certifies that the foregoing pages are a true and correct copy of a Resolution of the Board adopted on the 1st day of March, 2016, and that the Resolution is of record in therecords of the Board. GIVEN under my hand and seal this 1st day of March, 2016. (SAL) Secre Fayettevillle Public Fa-cilities Board March 1, 2016 The Fayetteville Public Facilities Board (the •Board) met on March 1, 2016, at 4:00 p.m. in Room 326 of the City Administration Building , 113 W. Mountain, Fayetteville, Arkansas. Present: Board members Steve Adams, Phil Taylor, "Mommy Deweese, Hugh Earnest and Board Counsel James T\ . McCord. Absent: Board member Steve Cosby. Also present: Quintin Trammell, President and CEO of Butterfield Trail Village, Inc. ("BTV"), and Bo Bittle, Vice President Publ:-c Finance, Stephens Inc. Chairman Steve Adams called the meeting to order. Board Counsel James N. McCord announced that the item of bu.sines3 before the Board was consideration of a Resolution headed: RESOLUTICIN AUTHORIZING THE ISSUANCE OF THE ISSUER'S REFUNDING AND IMPROVEMENT REVENUE BOND (BUTTERFIELD TRAIL VILLAGE PROJECT), SERIES 2016 A PRINCIPAL AMOUNT NOT TO EXCEED $17,450,000 (THE "BOND") TO PROVIDE FUNDS TO REFUND OUTSTANDING BONDS AND TO FINANCE IMPROVEMENTS TO A RESIDENTIAL LIFE CARE RETIREMENT FACILITY IN FAYETTEVILLE, ARKANSAS FOR ELDERLY PERSONS; AUTHORIZING. A LOAN AGREEMENT BETWEEN THE BOARD AND BUTTERFIELD TRAIL VILLAGE, INCORPORATED; AUTHORIZING THE SALE OF THE BOND AND THE EXECUTION OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; AND AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING THERETO. The Resolution, prepared by Michael Moyers with the Little Rock law firm of Friday Eldredge & Clark (Bond Counsel), was previously distributed to the Board members via e-mail from Board Counsel James IN. McCord. McCord advised the Board that the Bond for BTV states: "This Bond is not a general obligation of the Issuer but is a limited obligation payable solely from revenues derived from the Loan Agreement. [n no event shall this Bond or the interest thereon constitute an indebtedness for which the faith and credit of the State of Arkansas or the City of Fayetteville, Arkansas ... or any of their revenue> are pledged.... The Loan Agreement provides for loan repayments by the Corporation in amounts sufficient to provide for the payment of the principal of and interest on this Bond as due and payable. McCord also advised the Board that the Notice of Public Hearing to be held by the Fayetteville City Council on March 15`h states: "The aggregate principal amount of the bonds allocable to the 2016 Project shall not exceed ¶3,655,000 and the aggregate principal amount of the bonds allocable to the refunding of the 2010 Bonds shall not exceed $13,795,000." 4\ Following discussion during which Quintin Cramniel l described part of the 2016 Project, Phil Taylor moved that the Resolution presented to the Board be adopted. The motion was seconded by Tommy Deweese and passed unanimously. Said Resolution is attached hereto and made a part hereof. There being no further business, the meeting Chairman Adams adjourned the meeting. Respectfully submitted, Stephen Cosby, Secretary (Minutes prepared by James N. McCord, Board Counsel, and submitted to Board mernbers for corrections) DEPARTMENTAL CORRESPONDENCE OFFICE OF THE CITY ATTORNEY TO: Mayor Jordan City Council CC: Paul Becker, Finance Director Don Marr, Chief of Staff FROM: Kit Williams, City Attorney DATE: February 25, 2016 RE: Public Facilities Resolution Ratification Kit Williams City Attorney Blake Pennington Assistant City Attorney Patti Mulford Paralegal The Fayetteville Public Facilities Board is seeking the City Council's approval for its proposed sale of Seventeen Million Four Hundred and Fifty Thousand Dollars ($17,450,000.00) of Public Facilities Revenue Bonds to refund the 2010 existing bonds and to further expand and renovate Butterfield Trail Village. The Fayetteville Public Facilities Board was created almost 40 years ago primarily to help obtain low interest funding to build Butterfield Trail Village. To my knowledge, this has been the Board's sole project and has proven very successful. Butterfield Trail Village is an expressly authorized project pursuant to § 33.068 Powers of the Board (B) Fayetteville Code of Ordinances: "(B) The board is expressly authorized to issue revenue bonds for the purpose of financing residential housing, health care and related facilities to serve elderly persons; provided said facilities are owned by nonprofit corporations or associations. The issuance of such revenue bonds shall be accomplished by resolution duly adopted by the city Public Facilities Board and ratified by the City Council." K As you see the Public Facilities Board may only issue bonds for Butterfield after its Resolution has been "ratified by the City Council." That is their request to you now. Both state law and the Fayetteville Code make it clear that Public Facilities Revenue Bonds (as requested to be issued now) are obligations of the Public Facilities Board only and do not constitute an indebtedness of the City. "It shall be plainly stated on the face of each bond that it has been issued under the provisions of this chapter, that the bonds are obligations only of the public facilities board, and that in no event shall they constitute an indebtedness for which the faith and credit of the creating municipality or county or any of its revenues are pledged." A.C.A. § 14-137-120 Obligations on bonds (a). uch venue_bonds-shall_be-oblig-ations _onLy_of he facllftie-s-board and shall not constitute an indebtedness for which the faith and credit of the city or any of its revenues are pledged...." § 33.070 Issuance of Revenue Bonds (A) of the Fayetteville Code of Ordinances. If the City Council determines that the Fayetteville Public Facilities Board's plan to refund the existing 2010 bonds and to further renovate and enlarge Butterfield Trail Village by issuing $17,450,000.00 in Public Facilities Bonds should be ratified and approved, please pass the ratifying Resolution. The Public Facilities Bonds issued by the Fayetteville Public Facilities Board in 2013 shall remain outstanding to be paid in addition to these new revenue bonds. If you believe the Fayetteville Public Facilities Board's Resolution should not be ratified for whatever reason, you should explain why it should not be ratified and vote against the ratifying Resolution. K FAYETTEVILLE CODE OF ORDINANCES TITLE III ADMINISTRATION income to finance the costs of decent, safe and (iv) Unpaid charges; and sanitary residential housing facilities is a proper public purpose as declared by the act, and by this (v) Such other information as may be determination of the City Council. required by officials of the city (Ord. No. 3490, 7-3-90; Code 1991, §33.050; Ord. No. 5591 6-4-13) 33.051-33.064 Reserved ARTICLE VI PUBLIC FACILITIES BOARD 33.065 Findings The City of Fayetteville hereby finds and determines: (A) There exists within and near the city, including the city's projected growth areas and the city's extraterritoriat�sta'rtning-��s; a sfivriage caf decent, safe and sanitary residential housing facilities available for rehabilitation, construction, or purchase on terms that persons and families of low and moderate income can afford to pay. (B) Existing economic conditions including high rates of interest on residential mortgage loans, and a shortage of funds within lending institutions in the state for residential mortgage loans are operating to: Further restrict the rehabilitation, construction, and purchase of residential housing by persons of low and moderate income at reasonably affordable costs; create unemployment and hardship within the residential construction industry, adversely affecting residents of the city: and reduce and limit the valve of property within the city; all of which adversely affect the city's tax revenues and which, if not alleviated, wilt lead to further urban blight and decay and result in disproportionately large expenditures for services by the city. (C) The availability of mortgage financing to assist such persons and families in the rehabilitation, construction or purchase of decent, safe, and sanitary residential housing facilities will be aided by the providing of funds for mortgage financing of residential housing facilities by the creation of a Public Facilities Board pursuant to the provisions of Act No 142 of the General Assembly of 1975. (D) The providing of financial assistance in order to enable persons and families of low and moderate (E) The public purpose of financing residential housing facilities may best be served by establishing a Public Facilities Board to purchase mortgages on such residential housing facilities or make loans to mortgage lenders to provide financing for residential housing facilities as provided in the act, (F) In addition to alt other findings and public purposes stated in this ordinance, the development of housing, health care, and related facilities for elderly persons, regardless of income, serves a substantial public purpose and there is a significant need in the city for such facilities. (Code 1965, §2-111; Ord. No. 2485, 11-21-78; Ord. No. 2991, 3-20-84; Ord. No. 4021, §1, 2-18-97; Code 1991, §33.065) State law reference(s)--Public Facilities Board Act, A C.A §14-137-101 et seq. 33.066 Establishment Pursuant to A.C.A. §14-137-107 there is created and established the city Public Facilities Board (hereinafter known as "facilities board") with authority as hereinafter provided to accomplish, finance, contract or purchase mortgage loans concerning, and otherwise act in such manner as may be permitted by the act to provide decent, safe, and sanitary residential housing facilities within or near the city, including the city's projected growth areas and the city's extraterritorial planning areas. Additional authority has been granted the facilities board by Ordinance No 2708 and Ordinance No. 2991 and the facilities board's authority may vary as allowed by statute and as provided by further amending ordinances which may be passed by the city in the future. (Code 1965, §2-112; Ord. No. 2485, 11-21-78: Ord No. 4021, §2, 2-18-97; Code 1991, §33 066) 33.067 Members Of The Board; Term Of Office; Duration Of The Board The facilities board shall consist of five persons. The initial members shall, as provided in A.C.A. §14-137- 107, be appointed by the mayor of the city to serve for terms of one, two, three, four and five years, CD33:14 a FAYETTEVILLE CODE OF ORDINANCES TITLE III ADMINISTRATION respectively. The members of the facilities board shall (e) numbers; be residents of the city and shall take and file with the City Clerk the oath of office prescribed by the act. (f) denominations; (Code 1965, §2-113; Ord. No. 2485, 11-21-78; Ord. No. 2991, 3-20-84; Code 1991. §33.067) State law reference(s)--Creating ordinance -Authority, A C.A. §14-137-107; Board members, A.C.A. §14-137-108. 33.068 Powers Of The Board (A) The facilities board is empowered, from time to time, to loan, acquire, construct, reconstruct, extend, equip, improve, sell, lease, and contract concerning (which shall include the purchase of mortgage loans and the making of loans to mortgage lenders) residential housing facilities as shall be determined by the facilities board to be necessary to effect the purposes of this article to provide decent, safe and sanitary residential housing facilities within or near the city, including the city's projected growth areas and the city's extraterritorial planning areas. In addition, the facilities board shall have each of the powers set forth in A.C-A. §14-137-111, as amended, and appropriate to the purposes for which the board is created unless otherwise restricted herein. The board may enter into which contractual or cooperative agreements with such persons as may in its discretion be advisable to accomplish the purposes of this article, including, without limitation, departments, agencies, or instrumentalities of the United Slates of America, the state or the city; for example. the Department of Housing and Urban Development. the Federal Housing Administration, the Veterans' Administration and the Arkansas Housing Development Agency. Prior to the issuance or any such bonds, the facilities board must submit to the City Council for its approval the following information: (1) The size of the proposed bond issue and all related details, including, but without limitation: (a) principal amount; (b) date of the bonds; (c) interest payment dates; (d) principal payment dates; CD33:15 (g) rates of interest; (h) a schedule reflecting the annual principal maturities; (i) the semiannual interest requirements and the total requirements; and (j) applicable redemption provisions. (2) Recommendations for person to serve as underwriter, trustee, and custodian for any such bonds and the mortgage lenders and servicing institutions with which the facilities board shall contract, which the City Council r€sewes-the-right-to-select-or-app rove.—Tti e trustee and the custodian shall be institutions located within the city, if such institutions are qualified and such appointments do not otherwise adversely affect the rating of the bonds (if submitted for rating). (B) The board is expressly authorized to issue revenue bonds for the purpose of financing residential housing, health carp and related facilities to serve elderly persons; provided said facilities are owned by nonprofit corporations or associations. The issuance of such revenue bonds shall be accomplished by resolution duly adopted by the city Public Facilities Board and ratified by the City Council (Code 1965, §2-114; Ord No. 2485, 11-21-78: Ord No 2991, 3-10-84; Code 1991, §33.068) State law reference(s)--Powers generally -bidding and appraisal procedure, A.C.A. §14-137-111. 33.069 Bond Proceeds; Investments (A) Any agreements made by the facilities board with mortgage lenders must contain a provision to the effect that such mortgage lenders may only loan [lie proceeds provided to them to finance housing located within the city's corporate limits and to finance housing located within the city's projected growth area and extraterritorial planning area. A minimum of 75% of the bond proceeds shall be available to finance housing located within the city's corporate limits; and a maximum of 25% of the bond proceeds shall be available to finance FAYETTEVILLE CODE OF ORDINANCES TITLE III ADMINISTRATION existing housing located within the city's projected growth area and extraterritorial planning area. The facilities board shall have the authority, after prior approval of the City Council, to reallocate such percentages. (B) This section shall apply only to bonds issued for the purpose of financing owner -occupied housing. (C) The facilities board shall offer bond proceeds not otherwise required to be deposited with the custodian to financial institutions which have their principal place of business located within the city and which are qualified for such investments. This section shall apply only to the proceeds of bonds issued for the purpose of financing owner - occupied housing. (Code 1965, §2-115, 2-116; Ord. No. 2485, f4o-2991 32-2"4; Code 1991; §33069) - State law reference(s)--Use of funds bonds, A.C.A. §14-137-115. facilities are owned by nonprofit corporations or associations. (Code 1965, §2-117; Ord. No. 2485, 11-21-78; Ord No 2991, 3-20-84; Code 1991, §33.070) 'Note --It should be noted that Ord. No. 4021, adopted Feb. 18, 1997, provided in the preamble and §3 that §9 of Ord. No. 2485 provided for the appointment of a bond counsel for the issuance and sale of residential housing facility bonds, and said appointment is only for the residential housing facilities bonds first authorized on Ord. No 2485 prior to the amendments thereto. 33.071 Organization; Reports As soon as practicable after the adoption of this article the facilities board shall meet and elect such officers as shall be required by law, The facilities board may adopt such bylaws and other rules and regulations as shall be necessary for the conduct of 11-21-78; Ord. its. business and consistent with the -provisions -of -the act. The facilities board shall cause to be filed with and revenue- the City Clerk of the city the annual report. 33.070 Issuance Of Revenue Bonds (A) The facilities board is authorized and is limited to issue this initial series of revenue bonds, in accordance with the conditions set forth in §33.068, and to use the proceeds, either alone or together with other available funds and revenues, to accomplish the purposes for which the facilities board is created as the same relates to the providing of decent, safe, and sanitary residential housing facilities. Such revenue bonds shall be obligations only of the facilities board and shall not constitute an indebtedness for which the faith and credit of the city or any of its revenues are pledged, and the principal and interest on the bonds shall be payable from and secured by a pledge of revenues derived from residential housing facilities financed, in whole or in part, from bond proceeds and as authorized by, and in accordance with the provisions of law, together with such other collateral as may properly be pledged under the act and as the facilities board in its discretion may determine. (B) This section shall apply only to the issuance of bonds for the purpose of financing owner - Occupied housing. The board is expressly authorized to issue bonds for the purpose of financing housing, health care, and related facilities to serve elderly persons, provided said (Code 1965, §2-118; Ord. No, 2485, 11-21-78; Code 1991, §33.071) State law reference(s)--Annual reports, A.C.A. §14- 137-123. 33.072-33.104 Reserved ARTICLE VII PLANNING COMMISSION 33.105 Establishment There is hereby created a city Planning Commission (Code 1965, §2-80; Ord. No 956, 9-12-49) State law reference(s)--Municipal planning commissions generally, A.C.A., §15-56-401 et seq. 33.106 Composition The Planning Commission ("commission") shall consist of nine members, all of who shall be citizens of Fayetteville, and at least two-thirds of whom shall not hold any municipal office or appointment No two members of the commission ("commissioners") shall be related by blood or marriage in the third degree, nor shall any two commissioners have direct financial involvement All commissioners must disclose annually all real estate holdings in Fayetteville and the Fayetteville planning area, and any business or financial interest which could affect, or be affected by, decisions of the commission. All commissioners shall CD33:16 K NOTICE OF PUBLIC HEARING Notice is hereby given that a public hearing will be conducted on March 15, 2016, at 5:30 o'clock p.m., before the Mayor and the City Council of the City of Fayetteville, Arkansas, in the Quorum Court Room of the Washington County Courthouse, 280 North College Avenue, Fayetteville, Arkansas 72701, on the question of the issuance of revenue bonds (the "bonds") by The Fayetteville Public Facilities Board (the "Board") for the purpose of (a) refunding The Fayetteville Public Facilities Board Refunding Revenue Bonds (Butterfield Trail Village Project), Series 2010 (the "2010 Bonds") and (b) financing all or a portion of the costs of the following improvements for Butterfield Trail Village, Incorporated, an Arkansas non-profit corporation (the "Corporation") that operates a residential life care retirement facility for the elderly: (i) financing all or a portion of the costs of acquiring, constructing, renovating, remodeling, equipping and furnishing common areas in the Main Residential Building, including particularly, without limitation, improvements to the main hallways, resident hallways, elevators, thelibrary, meeting rotes s�the game room, stairwells and atriums;(ii) financing all or a portion of the costs of acquiring, constructing, renovating, remodeling, equipping and furnishing the Health Care Center in the Main Residential Building, including particularly, without limitation, improvements to hallways, nursing stations, offices, meeting rooms, resident rooms, and auxiliary spaces, and (iii) financing a portion of the costs of acquiring, constructing, renovating, equipping and furnishing an approximately 17,200 square foot expansion to the Main Residential Building to include particularly, without limitation, a new lobby and entryway, a convocation room and offices (collectively, the "2016 Project"). The aggregate principal amount of the bonds allocable to the 2016 Project shall not exceed $3,655,000 and the aggregate principal amount of the bonds allocable to the refunding of the 2010 Bonds shall not exceed $13,795,000. The initial owner and operator of the 2016 Project will be the Corporation. The 2016 Project will be located on the Corporation's approximately 44 -acre campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. The 2010 Bonds were issued to refund the Board's Adjustable Rate Demand Refunding Revenue Bonds, Series 2002 (Butterfield Trail Village Project), which were issued to refinance costs of acquiring, constructing and equipping the residential life care retirement facility (consisting of particularly, without limitation, residential units, a skilled nursing care center, recreational facilities and other related facilities) owned and operated by the Corporation on the Corporation's approximately 44 -acre campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. Proceeds of the Board's Revenue Bond (Butterfield Trail Village Project), Series 2013 (the "2013 Bond") will be used to provide a portion of the funds to finance costs of the O 2016 Project. The remainder of the proceeds of the 2013 Bonds have been expended to finance the following improvements for the Corporation: (i) acquiring, constructing, equipping and furnishing an assisted living facility containing approximately 9,300 square feet, (ii) acquiring, constructing, renovating, equipping and furnishing the existing Wellness Center and acquiring, constructing, renovating, equipping and furnishing an approximately 6,700 square foot expansion to the Wellness Center, all of which are located on the Corporation's approximately 44 -acre campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. The bonds shall be special obligations of the Board, secured by and payable from an assignment of the right to receive payments from the Corporation pursuant to a Loan Agreement between the Board and the Corporation, and such other collateral as may be provided by the Corporation. The obligations shall not constitute an indebtedness for which the faith and credit of the City are pledged. Dated: February 24, 2016 /s/ Lioneld Jordan Mayor TEFRA NOTICE PUBLIC HEARING AND Re: The Fayetteville Public Facilities Board Bond (Butterfield Trail Village Project), The ndersigned Mayor (the "Mayor") of the the chief elect�d executive officer of the City, and he OVAL CERTIFICATE nding and Improvement Revenue 2016 of Fayetteville, Arkansas (the "City") is certifies as follows: (1) Atta ed hereto is an affidavit of he publisher of the showing that a notice public hearing (the "Noti e") on the issuance of the above referenced bond issue (the "Bond"), in th .aggregate principal arIount of not to exceed $17,450,000, to be held on March 15, 2016, was pub 'shed one time ins ch newspaper on , 2016. Such notice apprised the resents of the City �f the proposed issuance of the Bond, in compliance with all legal requirements, i eluding Secti n 147(f) of the Internal Revenue Code of 1986, as amended. (2) The public hearing de crib d in such notice was duly held at the date and place set forth in such notice before me, the CitNdi-ing until of the City and a representative of The Fayetteville Publlc acilities�oar -(the " ssuer")ring was conducted in a mannvhich provided a reasonable opportunity for persons wiviews on the issuance of the Bond or the location and the nature of the proposed projecrd. (3) The public hearing i�as held prior\o final approval, authorization and issuance of the Bond. (4) The undersigned, cting in his capacity\s Mayor of the City, hereby approves the issuance of the Bond by the Iss er only for the purpose of meeting the requirements of Section 147(f) of the Internal Revenue ode of 1986, as amended. (5) The undersign,�d in reliance upon the Resoluti a of the Fayetteville Public Facilities Board acknowledges that 1roeeeds of the Issuer's Revenu Bond (Butterfield Trail Village Project), Series 2013 will l used to provide a portion of the fi ds to finance costs of the 2016 Project (as defined in the otice). IN WITNESS WI EREOF, the undersigned has executed his' rtificate as of the 15th day of March, 2016. APPROVED: ATTEST: 13y LIONELD JO1kDAN, Mayor SONDRA SMITH, City Cler\ciTreasurer City Attorney Kit Williams Revised - Do Not Sign TEFRA NOTICE PUBLIC HEARING AND APPROVAL CERTIFICATE Re: The Fayetteville Public Facilities Board Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 The undersigned Mayor (the "Mayor") of the City of Fayetteville, Arkansas (the "City") is the chief elected executive officer of the City, and hereby certifies as follows: (1) Attached hereto is an affidavit of the publisher of the showing that a notice of public hearing (the "Notice") on the issuance of the above referenced bond issue (the "Bond"), in the aggregate principal amount of not to exceed $17,450,000, to be held on March 15, 2016, was published one time in such newspaper on ___________________,2016. Such notice apprised the residents of the City of the proposed issuance of the Bond, in compliance with all legal requirements, including Section 147(f) of the Internal Revenue Code of 1986, as amended. (2) The public hearing described in such notice was duly held at the date and place set forth in such notice before me, the City Council of the City and a representative of The Fayetteville Public Facilities��-Cthe " ssuer").T� e ring was conducted in a mannivhich provided a reasonable opportunity for persons with differing views on the issuance of the Bond or the location and the nature of the proposed project to be heard. (3) The public hearing was held prior to final approval, authorization and issuance of the Bond. (4) The undersigned, acting in his capacity as Mayor of the City, hereby approves the issuance of the Bond by the Issuer only for the purposes of meeting the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. (5) The undersigned in reliance upon the Resolution of the Fayetteville Public Facilities Board acknowledges that proceeds of the Issuer's Revenue Bond (Butterfield Trail Village Project), Series 2013 will be used to provide a portion of the funds to finance costs of the 2016 Project (as defined in the Notice). IN WITNESS WHEREOF, the undersigned has executed his Certificate as of the 15th day of March, 2016. APPROVED: ATTEST: City Attorney Kit Williams Revised - Do Not Sign By: LIONELD JORDAN, Mayor SONDRA SMITH, City Clerk/Treasurer CLOSING CERTIFICATE OF CITY OF FAYETTEVILLE, ARKANSAS The undersigned, Mayor and City Clerk of the City of Fayetteville, Arkansas, a duly organized and existing municipality of the State of Arkansas (the "City"), do hereby certify as follows: 1. The undersigned are the duly elected, qualified, and acting Mayor and City Clerk of the City, and as such officials have in their possession or have access to the official books and records of the City. 2. Attached in the Exhibits hereto is a true, correct and complete copy of all proceedings had by the City relating to the issuance by The Fayetteville Public Facilities Board (the "Issuer") of its Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the "Bond"), as the same appear upon the records of the City in our possession. 3. Attached hereto as Exhibit A is a true, complete and correct copy of (a) Ordinance No. 2485 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on November 21, 1978; (b) Ordinance No. 2708 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on March 3, 1981; (c) Ordinance No. 2991 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on March 20, 1984; and (d) Ordinance No. 4021 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on February 18, 1997. At such meetings a quorum was present and acted throughout; the said Ordinances are in full force and effect and have not been altered, amended or repealed as of the date hereof, except as noted above. No petition or petitions to refer the above referenced Ordinances to the people under Amendment No. 7 to the Constitution of the State of Arkansas have been filed as of the date hereof, and the City Council of the City has not referred the above referenced Ordinances to the people for adoption or rejection. Attached hereto as Exhibit B is a true, complete and correct copy of Resolution No. 67-16 of the City ratifying the Issuer's authorization to issue the Bond, duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on March 15, 2016. At such meeting a quorum was present and acted throughout; the said Resolution is in full force and effect and has not been altered, amended or repealed as of the date hereof. Attached hereto as Exhibit C is the Mayor's Notice of Public Hearing for the issuance of the Bond. Also included in Exhibit C is an affidavit of the publisher of the Northwest Arkansas Democrat -Gazette, showing that the Notice of Public Hearing on the issuance of the Bond to be held March 15, 2016 was published one time in such newspaper on February 29, 2016. The public hearing was held at the time and place set forth in the notice. No authority or proceedings in connection with the issuance, sale and delivery of the Bond have been repealed, revoked or rescinded. 4. The meetings of the City Council referred to in paragraph 3 hereof were open to the public in compliance with the provisions of Section 25-19-106 Open public meetings. of the Arkansas Code Annotated. 5. The City is a City of the First Class, duly organized and existing under the laws of the State of Arkansas pursuant to the provisions of Title 14, Chapters 42 and 43 of the Arkansas Code Annotated. 6. No action, suit, proceeding, inquiry or investigation is pending or, to the knowledge of the undersigned, threatened in any court or other tribunal of competent jurisdiction, state or federal, or, to the knowledge of the undersigned, is there any basis therefor, in any way (i) restraining or enjoining the issuance, sale or delivery of the Bond, or (ii) questioning or affecting the validity or enforceability of the Bond, or (iii) questioning or affecting the validity of the ordinances or resolutions referred to in paragraph 3 hereof or any of the proceedings for the authorization, execution, authentication, sale or delivery of the Bond, or (iv) questioning or affecting the corporate existence or organization of the City or the Issuer or the title to office of any of the members, officers or officials thereof or any powers of the City or the Issuer, or (v) questioning or affecting the power and authority of the Issuer to issue the Bond. 7. According to the records of the City, Stephen E. Adams, Stephen Cosby, Phillip Taylor, Tommy Deweese and Hugh Earnest are members of the Issuer and there are on file in the office of the City Clerk the oaths of office for each member. IN WITNESS WHEREOF, the undersigned have hereunto set their signatures this 12th day of April, 2016. AP: By: ATTEST: By: Lut , .N SONDRA E. SMITH, City Clerk/Treasurer e do o c - ocW- UXS 1e\ cj CLOSING CERTIFICATE OF `^' CITY OF FAYETTEVILLE, ARKANSAS The undersigned, Mayor and City Clerk of the City of Fayetteville, Arkansas, a duly organized and existing municipality of the State of Arkansas (the "City"), do hereby certify as follows: 1. The undersigned are the duly elected, qualified, and acting Mayor and City Clerk of the City, and as such officials have in their possession or have access to the official books and records of the City. 2. Attached in the Exhibits hereto is a true, correct and complete copy of all proceedings had by the City relating to the issuance by The Fayetteville Public Facilities Board (the "Issuer") of its Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the "Bond"), as the same appear upon the records of the City in our possession. 3. Attached hereto as Exhibit A is a true, complete and correct copy of (a) Ordinance No. 2485 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on November 21, 1978; (b) Ordinance No. 2708 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on March 3, 1981; (c) Ordinance No. 2991 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on March 20, 1984; and (d) Ordinance No. 4021 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on February 18, 1997. At such meetings a quorum was present and acted throughout; the said Ordinances are in full force and effect and have not been altered, amended or repealed as of the date hereof, except as noted above. No petition or petitions to refer the above referenced Ordinances to the people under Amendment No. 7 to the Constitution of the State of Arkansas have been filed as of the date hereof, and the City Council of the City has not referred the above referenced Ordinances to the people for adoption or rejection. Attached hereto as Exhibit B is a true, complete and correct copy of Resolution No. 67-16 of the City ratifying the Issuer's authorization to issue the Bond, duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on March 15, 2016. At such meeting a quorum was present and acted throughout; the said Resolution is in full force and effect and has not been altered, amended or. repealed as of the date hereof. Attached hereto as Exhibit C is the Mayor's Notice of Public Hearing for the issuance of the Bond. Also included in Exhibit C is an affidavit of the publisher of the Northwest Arkansas Democrat -Gazette, showing that the Notice of Public Hearing on the issuance of the Bond to be held March 15, 2016 was published one time in such newspaper on February 29, 2016. The public hearing was held at the time and place set forth in the notice. No authority or proceedings in connection with the issuance, sale and delivery of the Bond have been repealed, revoked or rescinded. 4. The meetings of the City Council referred to in paragraph 3 hereof were open to the public in compliance with the provisions of Section 25-19-106 Open public meetings. of the Arkansas Code Annotated. 5. The City is a City of the First Class, duly organized and existing under the laws of the State of Arkansas pursuant to the provisions of Title 14, Chapters 42 and 43 of the Arkansas Code Annotated. 6. No action, suit, proceeding, inquiry or investigation is pending or, to the knowledge of the undersigned, threatened in any court or other tribunal of competent jurisdiction, state or federal, or, to the knowledge of the undersigned, is there any basis therefor, in any way (i) restraining or enjoining the issuance, sale or delivery of the Bond, or (ii) questioning or affecting the validity or enforceability of the Bond, or (iii) questioning or affecting the validity of the ordinances or resolutions referred to in paragraph 3 hereof or any of the proceedings for the authorization, execution, authentication, sale or delivery of the Bond, or (iv) questioning or affecting the corporate existence or organization of the City or the Issuer or the title to office of any of the members, officers or officials thereof or any powers of the City or the Issuer, or (v) questioning or affecting the power and authority of the Issuer to issue the Bond. 7. According to the records of the City, Stephen E. Adams, Stephen Cosby, Phillip Taylor, Tommy Deweese and Hugh Earnest are members of the Issuer and there are on file in the office of the City Clerk the oaths of office for each member. TNESS WHEREOF, the undersigned have hereunto set their signatures this 6�' day of April, 2 APPROVF,b: ATTEST: By: DA , Mayor SONDRA E. SMITH, City Clerk/Treasurer EXHIBIT • : fIF• Tp ORDINANCE NO. L c� AN ORDINANCE CREATING THE CITY OF FAYETTEVILLE, c�CiQ,yFh'�'�f ARKANSAS RESIDENTIAL HOUSING FACILITIES BOARD PURSUANT TO THE PROVISIONS OF ACT NO. 142 OF THE ACTS OF ARKANSAS OF 1975; PROVIDING FOR THE APPOINTMENT OF THE INITIAL MEMBERS THEREOF; PRESCRIBING OTHER MATTERS RELATING THERETO; 1'ND DECLRaING AN EMERGENCY. WHEREAS, the City of Fayetteville, Arkansas (the "City"), pv- sLiant to the ,;:ovisious of Act No. 142 of the Acts of the General Assembly of the State of Arkansas for the year 1975 (the "Act"), is authorized to establish public facilities boards for the purposes set forth in the Act, which include assisting in the financing of residential housing facilities within or near the City; and WHEREAS, the providing of decent, safe and sanitary residential housing facilities will be aided by the creation of a public facilities board to assist in the financing of residential housing facilities; and WHEREAS, funds may be obtained by a public facilities board onsuchterms and under such conditions as will materially assist persons of low and moderate income to obtain financing of residential housing facilities under conditions more favorable than would otherwise be available; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: .Section 1. Findings. The City hereby finds and determines: (a) There exists within and near the City, including the City's projected growth areas and the City's extra -territorial planning areas, a shortage of decent, safe and sanitary residential housing facilities available for rehabilitation, con- struction or purchase on terms that persons and MICROFAME. DATE JUN 1 11979 REB. Naa i 98O 74 families of low and moderate income can afford to pay. (b) Existing economic conditions including high rates of interest on residential mortgage loans, and a shortage of funds within lending institutions in the State of Arkansas for residential mortgage loans are operating (i) to further restrict the rehabilita- tion, construction and purchase of residential housing by persons of low and moderate income at reasonably affordable costs, (ii) to create unemployment and hardship within the residential construction industry, adversely affecting residents of the City and (iii) to reduce and limit the value of property within the City, all of which adversely affect the City's tax revenues and which, if not alleviated, will lead to further urban blight and decay and result in disproportionately large expenditures for services by the City. (c) The availability of mortgage financing to assist such persons and families in the rehabilitation, construction or purchase of decent, safe and sanitary residential housing facilities will be aided by the providing of funds for mortgage financing of residential housing facilities by the creation of a public facilities board pursuant to the provisions of the Act. (d) The providing of financial assistance in order to enable persons and families of low and moderate income to finance the costs of decent, safe and sanitary residential housing facilities is a proper public purpose as declared by the Act, and by this determination of the Board of Directors of the City. ® 980 75 (e) The public purpose of financing residential housing facilities may best be served by establishing a public facilities board to purchase mortgages on such residential housing facilities or make loans to mortgage lenders to provide financing for residential housing facilities as provided in the Act. Section 2. Creation of Board. Pursuant to the authority of the Act there is hereby created and established the "City of Fayetteville, Arkansas Residential Housing Facilities Board" ("Facilities Board") with authority as hereinafter provided to accomplish, finance, contract or purchase mortgage loans concerning, and otherwise act in such manner as may be permitted by the Act to provide decent, safe and sanitary residential housing faci- lities within or near the City, including the City's projected growth areas and the City's extra -territorial planning areas. Section 3. Members of the Board; Term of Office; Duration of the Board. The Facilities Board shall consist of five persons. The initial members shall, as provided in the Act, be appointed by the Mayor of the City to serve for terms of one, two, three, four and five years, respectively. The members of the Facilities Board shall be residents of the City and shall take and file with the City Clerk the oath of office prescribed by the Act. The duration of the Board shall be for the life of any such bonds issued hereunder as provided in Section 7. Section 4. Powers. The Facilities Board is empowered, from time to time, to loan, acquire, construct, reconstruct, extend, equip, improve, sell, lease, and contract concerning (which shall include the purchase of mortgage loans and the making of loans to mortgage lenders) residential housing facilities as shall be determined by the Facilities Board to be necessary to effect the purposes of this Ordinance to provide decent, safe and sanitary residential housing facilities within or near the City, 4; ® 980 .76 including the City's projected growth areas and the City's extra -territorial planning areas. In addition, the Facilities Board shall have each of the powers set forth in Section 7 of the Act, as amended, and appropriate to the purposes for which the Board is creates_ unless otherwise restricted herein. The Board may enter into such contractural or cooperative agreements with such persons as may, in its discretion, be advisable to accomplish the purposes of this Ordinance, including without limitation, departments, agencies or instrumentalities of the United States of America, the State of Arkansas, or the City, for example, the Department of Housing and Urban Development, the Federal Housing Administration, the Veterans Administration and the Arkansas Housing Development Agency. Prior to the issuance of any such bonds, the Facilities Board must submit to the City Board of Directors for its approval the following information: (a) the size of the proposed bond issue and all related details, including, but without limitation: (i) principal amount; (ii) date of the bonds; (iii) interest payment dates; (iv) principal payment dates; (v) numbers (vi) denominations; (vii) rates of interest; (viii) a schedule reflecting the annual principal maturities; (ix) the semi-annual interest requirements and the total requirements; and (x) applicable redemption provisions. (b) Recommendations for person or persons to serve as underwriter or underwriters, trustee, and custodian for any 980 77 such bonds and the mortgage lenders and servicing institu- tions with which the Facilities Board shall contract, which the Board of Directors reserves the right to select or approve. The trustee and the custodian shall be institu- tions located within the City, if such institutions are qualified and such appointments do not otherwise adversely affect the rating of the bonds (if submitted for rating). Section -5. Bond Proceeds. Any agreements made by the Facilities Board with mortgage lenders must contain a provision to the effect that such mortgage lenders may only loan the proceeds provided to them to finance housing located within the City's corporate limits and to finance housing located within the City's projected growth area and extra -territorial planning area. A minimum of seventy-five percent (75%) of the bond proceeds shall be available to finance housing located within the City's corporate limits; and a maximum of twenty-five percent (25%) of the bond proceeds shall be available to finance existing housing located within the City's projected growth area and extra- territorial planning area. The Facilities Board shall have the authority, after prior approval of the City Board of Directors, to reallocate such percentages. Section 6. Investment of Bond Proceeds. The Facilities Board shall offer bond proceeds not otherwise required to be deposited with the custodian to financial institutions which have their principal place of business located within the City and which are qualified for such investments. Section 7. Issuance of Bonds. The Facilities Board is authorized and is limited to issue this initial series of revenue bonds, in accordance with the conditions set forth in Section 4 hereof, and to use the proceeds, either alone or together with other available funds and revenues, to accomplish the purposes for which the Facilities Board is created as the same relates to the providing of decent, safe and sanitary residential housing facilities. 980 78 Such revenue bonds shall be obligations only of the Facilities Board and shall not constitute an indebtedness for which the faith and credit of the City or any of its revenues are pledged, and the principal and interest on the bonds shall be payable from and secured by a pledge of revenues derived from residential housing facilities financed, in whole or in -part, from bond proceeds and as authorized by, and -in accordance with the provisions of the Act, together with such other collateral as may properly be pledged under the Act and as the Facilities Board in its discretion may determine. Section 8. Organization; Reports. As soon as practicable after the adoption of this Ordinance the Facilities Board shall meet and elect such officers as shall be required by the Act. The Facilities Board may adopt such by-laws and other rules and regulations as shall be necessary for the conduct of its business and consistent with the provisions of the Act. The Facilities Board shall cause to be.filed with the City Clerk of the City the annual report described in Section 18 of the Act. Section 9. The law firm of Friday, Eldredge & Clark, Little Rock, Arkansas, is hereby appointed to act as Bond Counsel on behalf of the City and the Facilities Board in connection with the issuance and sale of the Bonds. Section 10. Severability. If any provisions of this Ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect the other provisions or applications of this Ordinance, which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are declared to be severable. i ® 980 79 Section 11. General Repeal. All Ordinances of the City, or parts thereof, in conflict with this Ordinance are hereby repealed to the extent of such conflict. Section 12. Emergency. It is hereby found and determined the'- there is an immediate and urgent need for the providing of decent, safe and sanitary housing for persons of low and moderate income in or near the City, including the City's projected growth areas and the City's extra -territorial planning areas, and the providing of financial assistance to such persons, and that creation of the Facilities Board and the exercise of the duties and powers provided in this Ordinance are necessary to the preservation of the public peace, health and safety. Therefore, an emergency is declared to exist and this Ordinance shall be in full force and effect from and after its passage. PASSED: , 1978. APPR f z i :",."�►. Assista,t- Mayor Sl e k CERTIFICATE OF RECORD OF ARKArrCAS I W :I rn ;9r County I SS. I. A' ' 1.. K0tfrriyer, Circuit C trk and Ex-Offiiclo Recorder for Washington County, do her., icy certify Ihat the annexed or fore. goin instr_�u�ttry%,' �: es Tided for re'c�ord in I7 ?Ef:co r the i 'day 0f f:C�u 1'9.—r{at��•OrUock ..M Ind the same is duly recor¢a,,,1,1 record V49 at page ••r u.eaa my hand ana seat this - lday o} ig� Circuit i;!erk and Ex-Oi..cto ttecoraed En;_Lrr. 1nrY vr`+_ o a3reteviilo r r.,a L _ic':o i .,_de, icr the 5, o:e.i�t{3iri C. ,. b.etcuy .,;a ,, _ :ao t, or C io.c going is of record ill my Oltics aid ho same appears in C tq& .__________-. —_ bock V 1 1 _ at page ` Witness my hand and seal this day of City C1 it and Ex-Ot£ic!o Recorder Ii ® 980 80 ORDINANCE NO. '7 d AN ORDINANCENUMBER 2485 TO DESIGNATE THE FAYETTEVILLEE, C ARKANSAS, RESIDENTIAL HOUSING FACILITIES BOARD AS THE FAYETTEVILLE PUBLIC FACILITIES BOARD; TO EMPOWER SAID BOARD TO OWN, ACQUIRE, CONSTRUCT, RECONSTRUCT, EXTENT, EQUIP, IMPROVE, OPERATE, MAINTAIN, SELL, LEASE, CONTRACT CONCERNING, LAND FOR THE PURPOSE OF CONSTRUCTING, ACQUIRING OR EQUIPPING OR OTHERWISE DEAL- -IN OR DISPOSE OF HEALTH CARE FACILITIES; TO AUTHORIZE SAID BOARD TO ISSUE BONDS TO FINANCE HEALTH CARE FACILITIES; AND DECLARING AN EMERGENCY. WHEREAS, the City of Fayetteville, Arkansas (the "City"), pursuant to the provisions of Act No. 142 of the Acts of the General Assembly of the State of Arkansas for the year 1965 (the "Act"), is authorized to establish public facilities boards for the purposes set forth in the Act; and WHEREAS, the Fayetteville Board of Directors on November 21, 1978 adopted Ordinance No. 2485 which created such a board to assist in the financing of residential housing facilities within or near the City and designated said board as the Fayetteville Residential Housing Facilities Board and authorized said board to issue bonds for the purpose of providing residential housing; and WHEREAS, the Fayetteville Board of Directors has determined that the City of Fayetteville is in immediate need of health care facilities and that the aforesaid board should be authorized to issue bonds to finance the construction and equipping of said facilities. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That Ordinance No. 2485 is hereby amended by changing the name of the Fayetteville Residential Housing Facilities Board created by said ordinance to The Fayetteville Public Facilities Board. Section 2. That the Fayetteville Public Facilities Board is hereby authorized to own, acquire, construct, reconstruct, extend, equip, improve, operate, maintain, sell, lease, contract concerning, land for the purpose of constructing, acquiring or equipping, or otherwise deal in or dispose of health care facilities as well as residential housing facilities. Section 3. That the Fayetteville Public Facilities Board is hereby authorized to issue bonds in accordance with the procedure prescribed by Act No. 142 of 1975 for the purpose of financing health care facilities. Section 4. It is hereby found and determined that there is an immediate and urgent need for the providing of health care facilities in the City of Fayetteville to preserve the public health and that the exercise of the powers provided in this ordinance are necessary to provide health care facilities and thereby preserve the public health. Therefore, an emergency is hereby declared to exist and this ordinance being necessary for the public health shall be in full force and effect from and after its passage. PASSED AND APPROVED thi( day of , 1981. I. !• 4 - , 'A'T3TEST. CT YCLERI{ APP ROV• : MAYOR 1U36 749 MICROFILMED CERTIFICATE OF RECORD State of Arkansas SS City of Fayetteville 1. Suzanne C. I{ennedy, City Clerk and Ex -Officio recorder for the City of Fayetteville, do hereby certify that the annexed or fore- going is of record in my office and the same a.p- peers in Ordinance & Resolution book CERTIFICATE OF RECORD STATE OF ARKANSAS I SS. Washington County I, Alma L. Kola.never, Circuit Clark and Ex -Officio Recorder for Wa hmgton CoOunl/, do hereby Certify that the annexed or dara- going Instrument was flied for rrecordln my oiflce on theAlZdY of � 1,L1 rPD'r:ip �,t,YS?, and the Sla,no.�ifs duly recorded Inrecord bat parmZ Witness my hand and Seal I ' data L9&( Circuit Clerk and Ex•0 ficio [ieeor a By CdarK at page— _ _ _.. Witness my band and seal this- j of Clerk and Ex wia Recor ORDINTMCE IVO. 2991 (5'/�r AN ORDINANCE AMENDING ORDINANCE NO. 2485, AS AMENDED, <"8 � TO AUTHORIZE THE FAYETTEVILLE PUBLIC FACILITIES i.� BOARD TO ISSUE REVENUE BONDS TO FINANCE THE CO RUCTION "8 OF HEALTH CARE AND RESIDENTIAL FACILITIES FORCF�r ERLY O _, 8s ER ON . C, WHEREAS, the Board of Directors of the City df Faye �#rll, Arkansas, has established a public facilities board pursuai4t to Act No. 142 of the Acts of the General Assembly of the State of Arkansas for the year 1975 (the "Act"), as amended, for the purpose of providing assistance in the financing of residential and health care facilities; and WHEREAS, said board was established by Ordinance No. 2485 adopted and approved November 21, 1978, as amended by Ordinance No. 2708, adopted and approved March 3, 1981; and WHEREAS, the Fayetteville Public Facilities Board proposes to issue revenue bonds to assist in the financing of residential, health care, and related facilities for elderly persons; and WHEREAS, the Fayetteville Board of Directors has determined that there is a need for said facilities as manifested by the substantial number of elderly persons residing within the City; and WHEREAS, the Fayetteville Board of Directors has determined that Ordinance No. 2485, as amended, should be amended to expressly authorize the issuance of revenue bonds to assist in financing the construction of residential housing, health care, and related facilities for elderly persons. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That Section 1 of Ordinance No. 2485 is hereby amended by adding the following: (f) The development of housing, health care, and related facilities for elderly persons serves a substantial public purpose and there is a significant need in the City for such facilities. Section 2. That Section 3 of Ordinance No. 2485 is hereby amended by deleting the last sentence in said section. Section 3. That Section 4 of Ordinance No. 2485 is hereby amended by adding the following: The Board is expressly authorized to issue revenue bonds for the purpose of financing residential housing, health care, and related facilities to serve elderly persons, provided said facilities are owned by 1104 . 863 Y. .. ra non-profit corporations or associations. The issuance of such revenue bonds shall be accomplished by resolution duly adopted by the Fayetteville Public Facilities Board and ratified by the Fayetteville Board of Directors. Section 4. That Section 5 of Ordinance No. 2485 is hereby amended by adding the following: This section shall apply only to bonds issued for the purpose of financing owner -occupied housing. Section 5. That Section 6 of Ordinance No. 2485 is hereby amended by adding the following: This section shall apply only to the proceeds of bonds issued for the purpose of financing owner - occupied housing. Section 6. That Section 7 of Ordinance No. 2485 is hereby amended by adding the following: This section shall apply only to the issuance of bonds for the purpose of financing owner -occupied housing. The Board is expressly authorized to issue bonds for the purpose of financing housing, health care, and related facilities to serve elderly persons, provided said facilities are owned by non-profit corporations or associations. Section 7. As amended hereby, Ordinance No. 2485 as amended by Ordinance No. 2708, is hereby ratifiied and affirmed. Section 8. All ordinances, or parts thereof, in conflict with this ordinance are hereby repealed to the extent of such conflict. Section 9. If any provision of this ordinance or the application thereof to any person or circumstances is held invalid, such invalidity shall not affect the other provisions or applications of this ordinance, which can be given affect without the invalid provision or application, and to this end the provisions of this ordinance are declared to be severable. Section 10. It is hereby found and determined that there is an immediate and urgent need for the providing of decent, safe and sanitary housing, health care and related facilities for elderly persons residing in or near the City of Fayette- ville and that the immediate passage of this ordinance is necessary to provide such facilities. Therefore, an emergency is declared to exist, and this ordinance being necessary for the public health and welfare shall be in full force and effect from and after its passage and approval. PASSED AND APPROVED this 20th day of March, 1984. APPROVED: By: Mayor ATTEST; �''f' *«i jlrierk t �'r Li,L �,y • ',.S• Iw111.5.1 CERTIFICATE OF RECORD State of Ark;insas ( SS City of Fayetteville I. &irenne C. Kennedy, City Clerk and recur ler for the City of Fayctte ille, do harc'vy certify that the ann.•-e.l or fore - o: record in my office a.id the same ep- cears is O:jinance &� /Reesol;ztion book x �•� pit paF;e-f J. _ . \ itnas, my ':1d imJ Seal this- day of 1104 865w ORDINANCE NO. _4021 0 21 AN ORDINANCE AMENDING ORDINANCE NO. 2485, AS AMENDED, TO MAKE EXPRESSLY CLEAR THAT THE FAYETTEVILLE PUBLIC FACILITIES BOARDS' AUTHORIZATION TO ISSUE REVENUE BONDS FOR THE PURPOSE OF FINANCING RESIDENTIAL HOUSING, HEALTH CARE, AND RELATED FACILITIES TO SERVE ELDERLY PERSONS IS IN ADDITION TO ANY OTHER AUTHORIZATION TO ISSUE BONDS CONTAINED ELSEWHERE IN THE ORDINANCE; TO DELETE SECTION 9 OF ORDINANCE NO. 2485 WHICH NAMED FRIDAY, ELDREDGE & CLARK AS BOND COUNSEL;AND DECLARING AN EMERGENCY. WHEREAS, the Board of Directors of the City of Fayetteville, Arkansas, has established a public facilities board pursuant to Act No. 142 of the Acts of the General Assembly of the State of Arkansas for the year 1975 (the "Act"), as amended, for the purpose of financing residential housing facilities for low and moderate income families, for the purpose of financing health care facilities, and for the purpose of financing residential housing, health care, and related facilities to serve elderly persons; and, WHEREAS, said board was established by Ordinance No. 2485 adopted and approved November 21, 1978, as amended by Ordinance No. 2708, adopted and approved March 3, 1981 and Ordinance No. 2991 adopted and approved March 20, 1984; and, WHEREAS, the Fayetteville City Council wishes to make it expressly clear that the Public Facilities Board is authorized three separate and distinct powers by this and previous amendments - one; to finance residential housing facilities for low and moderate income families; - two, to finance health care facilities; and - three, to finance residential housing, health care, and related facilities to serve elderly persons; and, WHEREAS, Section 9 of Ordinance No. 2485 providing for the appointment of the law firm of Friday, Eldredge & Clark as bond counsel was only for the issuance and sale of the residential housing facility bonds and, accordingly, should reflect that limited appointment. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That Section (f) of Section 1 of Ordinance No. 2485 is hereby amended by deleting said Section (f) and replacing the same as follows: Page 2 Ordinance No. 4021 (f) In addition to all other findings and public purposes stated in this ordinance, the development of housing, health care, and related facilities for elderly persons, regardless of income, serves a substantial public purpose and there is a significant need in the city for such facilities. Section 2. That Section 2 of Ordinance No. 2485 is hereby amended by adding the following: Additional authority has been granted the Facilities Board by Ordinance No. 2708 and Ordinance No. 2991 and the Facilities Boards' authority may vary as allowed by statute and as provided by further amending ordinances which may be passed by the City in the future. Section 3. That Section 9 of Ordinance No. 2485 is hereby amended by adding the following: Said appointment is only for the residential housing facilities bonds first authorized in Ordinance No. 2485 prior to the amendments thereto. Section 4. As amended hereby, Ordinance No. 2485 as amended by Ordinance No. 2708 and Ordinance No. 2991, is hereby ratified and affirmed. Section 5. All ordinances, or parts thereof, in conflict with this ordinance are hereby repealed to the extent of such conflict. Section 6. If any provision of this ordinance or the application thereof to any person or circumstances is held invalid, such invalidity shall not affect the other provisions or applications of this ordinance, which can be given affect without the invalid provision or application, and to this end the provisions of this ordinance are declared to be severable. Section 7. It is hereby found and determined that there is an immediate and urgent need to finance and/or refinance a bond issue in order to provide residential housing, health care and related facilities to serve elderly persons and this ordinance is needed to allow the Public Facilities Board to proceed with such financing, any delay in which may cause harm to existing facilities and endanger the health, safety and welfare of those elderly persons benefiting from such financing. Therefore an emergency is declared to exist, and this ordinance being necessary for the public health, safety and welfare shall be in full force and effect from and after its passage and approval. Page 3 Ordinance No. 4021 PASSED AND APPROVED this 18th day of February , 1997. f AYE-[, APPROVED: By. red Hanna, Mayor `ATTES Sy: Traci Paul, City Clerk EXHIBIT 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 67-16 File Number: 2016-0102 FAYETTEVILLE PUBLIC FACILITIES BOARD: A RESOLUTION RATIFYING THE RESOLUTION OF THE FAYETTEVILLE PUBLIC FACILITIES BOARD APPROVING A REFUNDING AND IMPROVEMENT REVENUE BOND (BUTTERFIELD TRAIL VILLAGE PROJECT), SERIES 2016 IN A PRINCIPAL AMOUNT OF NOT TO EXCEED $17,450,000; 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 (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 Arkansas Code Annotated §14-137-101 et seq., 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, an Arkansas nonprofit corporation, owns 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 facility located on approximately 44 acres of land at 1923 E. Joyce Boulevard in the City ("Butterfield Trail Village"); and WHEREAS, the Board has previously issued its Refunding Revenue Bonds (Butterfield Trail Village Project), Series 2010 (the "2010 Bonds"); and Page 1 Printed on 3/16/16 File Number. 2016-0102 Resolution: 67-16 WHEREAS, the Board has determined that the economic interest and public purpose of the Board are served by issuing its Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the "Bond") in a principal amount of not to exceed $17,450,000 for the purpose of providing moneys to (a) refund the 2010 Bonds (the "Refunding"), and (b) finance all or a portion of the costs of improvements for Butterfield Trail Village, including particularly, without limitation, (i) acquiring, constructing, renovating, remodeling, equipping and furnishing common areas in the Main Residential Building, including particularly, without limitation, improvements to the main hallways, resident hallways, elevators, the library, meeting rooms, the game room, stairwells and atriums, (ii) acquiring, constructing, renovating, remodeling, equipping and furnishing the Health Care Center in the Main Residential Building, including particularly, without limitation, improvements to hallways, nursing stations, offices, meeting rooms, resident rooms, and auxiliary spaces, and (iii) acquiring, constructing, renovating, equipping and furnishing an approximately 17,200 square foot expansion to the Main Residential Building to include particularly, without limitation, a new lobby and entryway, a convocation room and offices (collectively, the "2016 Project"), to pay the costs of issuing the Bond and accomplishing the Refunding and for other purposes related thereto: and WHEREAS, the Bond is not a debt of or pledge of the credit of either the City or the Board and neither the City or the Board is obligated to pay debt service on the Bond; 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 of such bonds; and WHEREAS, such resolution adopted by the Board on March 1, 2016 (the "Board Resolution"), authorized the issuance of the Bond to accomplish the Refunding and to finance the 2016 Project and authorized the Chairman and Secretary of the Board to execute and delivery the Bond and documents to effect the issuance of the Bond; 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 Bond in a principal amount of not to exceed $17,450,000 for the purpose of providing moneys to accomplish the Refunding, to finance all or a portion of the costs of the 2016 Project, to pay the costs of issuing the Bond and accomplishing the Refunding, and for other purposes related thereto and shall comply with other provisions of the Act and the Ordinance. The Bond by statute and intent of this City Council is not a debt of or pledge of the credit of either the City or the Board and neither the Page 2 Printed on 3/16/16 File Number: 2016-0102 Resolution: 67-16 City nor the Board is obligated to pay debt service on the Bond whether or not the Bond has been properly issued. Section 2. Ratification of Board's Resolution. The provisions of the Board Resolution, a copy of which is filed with the Clerk of the City, are hereby ratified by the City. Section 3. 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 4. 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 on 3/15/2016 Attest: Sondra E. Smith, City Clerk Treasurer Page 3 Printed on 3/16/16 EXHISfrr NOTICE OF PUBLIC HEARING Notice is hereby given that a public hearing will be conducted on March 15, 2016, at 5:30 o'clock p.m., before the Mayor and the City Council of the City of Fayetteville, Arkansas, in the Quorum Court Room of the Washington County Courthouse, 280 North College Avenue, Fayetteville, Arkansas 72701, on the question of the issuance of revenue bonds (the "bonds") by The Fayetteville Public Facilities Board (the "Board") for the purpose of (a) refunding The Fayetteville Public Facilities Board Refunding Revenue Bonds (Butterfield Trail Village Project), Series 2010 (the "2010 Bonds") and (b) financing all or a portion of the costs of the following improvements for Butterfield Trail Village, Incorporated, an Arkansas non-profit corporation (the "Corporation") that operates a residential life care retirement facility for the elderly: (i) financing all or a portion of the costs of acquiring, constructing, renovating, remodeling, equipping and furnishing common areas in the Main Residential Building, including particularly, without limitation, improvements to the main hallways, resident hallways, elevators, thelibrary, meetingro-Qms• the game room, stairwells and atriums;ii financing all or a portion of the costs of acquiring, constructing, renovating, remodeling, equipping and furnishing the Health Care Center in the Main Residential Building, including particularly, without limitation, improvements to hallways, nursing stations, offices, meeting rooms, resident rooms, and auxiliary spaces, and (iii) financing a portion of the costs of acquiring, constructing, renovating, equipping and furnishing an approximately 17,200 square foot expansion to the Main Residential Building to include particularly, without limitation, a new lobby and entryway, a convocation room and offices (collectively, the "2016 Project"). The aggregate principal amount of the bonds allocable to the 2016 Project shall not exceed $3,655,000 and the aggregate principal amount of the bonds allocable to the refunding of the 2010 Bonds shall not exceed $13,795,000. The initial owner and operator of the 2016 Project will be the Corporation. The 2016 Project will be located on the Corporation's approximately 44 -acre campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. The 2010 Bonds were issued to refund the Board's Adjustable Rate Demand Refunding Revenue Bonds, Series 2002 (Butterfield Trail Village Project), which were issued to refinance costs of acquiring, constructing and equipping the residential life care retirement facility (consisting of particularly, without limitation, residential units, a skilled nursing care center, recreational facilities and other related facilities) owned and operated by the Corporation on the Corporation's approximately 44 -acre campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. Proceeds of the Board's Revenue Bond (Butterfield Trail Village Project), Series 2013 (the "2013 Bond") will be used to provide a portion of the funds to finance costs of the 2016 Project. The remainder of the proceeds of the 2013 Bonds have been expended to finance the following improvements for the Corporation: (i) acquiring, constructing, equipping and furnishing an assisted living facility containing approximately 9,300 square feet, (ii) acquiring, constructing, renovating, equipping and furnishing the existing Wellness Center and acquiring, constructing, renovating, equipping and furnishing an approximately 6,700 square foot expansion to the Wellness Center, all of which are located on the Corporation's approximately 44 -acre campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. The bonds shall be special obligations of the Board, secured by and payable from an assignment of the right to receive payments from the Corporation pursuant to a Loan Agreement between the Board and the Corporation, and such other collateral as may be provided by the Corporation. The obligations shall not constitute an ind - tedness for which the faith and credit of the City are pledged. /-+•` rd Dated: February 24, 2016 Mayor NOliEr! OF PUBLIC HEARING an approximately 6,700 square foot Notice is hereby given that a public expanslon to the Wellness Center, haarungwill be conducted on March all of which are located on the 15, 2016, at 5:30 o'clock p.m., before Corporation's approximately 44 -acre I '('(r �C� ARKANSAS Mayor and the City Council of the campus 1923 B. Joyce Boulevard, v �� �{ E' J City of Fayetteville, Arkansas, in the it PayULevilla, Arkansas 72703. Quoattm Court Room or dm Washington County Courthouse, 280 The bonds shall be special obligations of the Board, secured by /'�/�{�/� Arka sasl727 Avenue, Fayequestion and einm ap asmenment of � lac r *11"Ank of, Arkansas 72701, on (lie question of ight to the right to receive payments from 9/1A1 I Its issuance of revenue bonds (the the Corporation pursuant too Loan 'bonds') by Ilia Fayetteville Public Agreement between the Board and purpiseof(arr (the "Board') for the tine and ouch P.O BOX 1607, FAYE'i TEVILLE, AR, 72702 - 479-442-1700 " FAX: 479.695-1118 i WWW N WADG,COM purpose of (a) refunding The ed br ntennlCorps ma, wilatcral as may be provided by the to Fayetteville Public Facilities Board Corporation. The obligationsshall '4! AFFIDAVIT OF PUBLICATION Refunding Rcvcnua Beads not constitute an indebtedness for t., (Satterfield Trail Village Projeci), which the faith and credit of the City Series 2010 (the "2010 Bonds') end are pledged. (b) financing all or a portion of the Dni 4: February 24, 2016 I, Karen Caler, do solemnly swear that I am the Legal Clerk of the cents of the dTl improvements fbt Butterfield Trail Village, Meyer/nfLeld Jordan Mayo Northwest Arkansas Democrat and in laeegperetn en Arkansas non-profit 73594829 1Peb 29, 2016 -Gazette, printed published eospoattlen (the "Corporation") that Washington County and Benton Counties, Arkansas, and of operates a residential life care ratireagent facility for the elderly: (u) bona fide circulation, that from m own ersonal knowled e y p g oliacquag all m n portion of the costs of acquiring, conswcdng, renovating, and reference to the files of said publication, the advertisement of: rarnedeling, equipping and fur siting commute aria In the Malts Reoldemlal liuilding, including particularly, without limitation. BUTTERFIELD TRAIL VILLAGE hsidenthallwaothe maors,thallways, resident hallways, elevators, the Notice of Public Hearing library, meeting rooms, the game room, stairwells and atriums; (ii) City of Fayetteville Revenue Bonds Rrtancing a0 or a portion of the tests ,•f airacgrairing, constructing, renovating, imesadeling, equipping and fttmishi ng Was inserted in the Regular Edition on: this Health Care Center in the Main Residential Building, including February 29, 2016 particularly, without limitation, improvements to hallways, nursing stations, offices, moaning rooms, • resident rooms, and auxiliary spaces, Publication Charge: $ 222.30 and (iii) financing a portion of the costs of acquiring, constructing, renovating, equipping and furnishing an approximately 17,200 square foot <OJ) itheMainticularly,al Building Building to include particularly, (!&Q without limitation, a now lobby and entryway, a convocation room and Karen Caler offices (collectively, the "2016 Projec('). The aggregate principal amount of the bonds allocable to the 2016 Project shall not exceed Subscribed and sworn to before me $3,655,009 oral the aggregate principal amount of the bonds This 2 day of , 2016. allocable to the refunding of the 2010 Bonds shall not exceed $13,795,000. line initial owner and operator of the 2016 Project will be the Corporation. The 2016 Project will be located on the Corporation's approximately 44 - acre campus at 1923 H. Joyce Boulevard, Fayetteville, Arkansas (rf./ 72703. The 2010 Bonds were issued to Notary Public refund the Board's Adjustable Rate Demand Refunding Revenue Bonds, My Commission Expires: Z/2t� Series t , which (flwerfi taneldedd Trail Village Project), ware issued to r refinance coils of acquiring, •• cnnsttuciing and equipping the residential life taro retirement facility (cotuutltsg, of particularly, without Ilmltaton, residential units, a skilled CATHY WILES nursing care center, recreational Arkansas - Benton County facilitles and other related facilities) Notary Public - Comm# 12397118 owned eat! operated by the Corporatlon on the Corporation's My Commission Expires Feb 20, 2024 approximately 44 -acre campus at 1923 B. Joyce Boulevard, — ,,PJ Fayetteville, Arkansas 72703. Proceeds of the Board's Revenue Bond (Butterfield Trail Village * *NOTE* * Project), Series 2013 (the '2013 Bond") will be used to provide a Please do not pay from Affidavit. portion of the funds to finance coals ofline 2016Project. The remainder of Invoice will be sent. - roceeds of have been expended to finance the following improvements for the Corpoation: I)) acquiring, constructing, equipping and furnishing an assisted living facility containing approximately 9,300 square feet, (ii) acquiring, • constructing, renovating, equipping end furnishing the existing Wellness Center and acquiring, constructing, renovating, equipping and furnishing DEPARTMENTAL CORRESPONDENCE OFFICE OF THE CITY ATTORNEY TO: Mayor Jordan Sondra Smith, City Clerk CC: Don Marr, Chief of Staff Paul Becker, Finance Director FROM: Kit Williams, City Attorney DATE: April 5, 2016 RE: Closing Certificate for Public Facilities Board Bonds TEFRA Notice of Public Hearing and Approval Certificate Kit Williams City Attorney Blake Pennington Assistant City Attorney Patti Mulford Paralegal I amended and corrected the proposed Closing Certificate which now appears proper to me. We need to attach as Exhibit C the actual Notice of Public Hearing that I drafted to replace the proposed so called TEFRA Notice of Public Hearing and Approval Certificate. My Notice of Public Hearing was published, not the proposed "TEFRA" (whatever that means) notice. I sent my Notice to bond counsel in Little Rock before publication and heard no objections. In the City's own bond documents, it is Bond Counsel rather than the Mayor who certifies compliance with tax laws. The proposed TEFRA Notice (that was not published) stated that the "Mayor... hereby approves the issuance of the Bond by the Issuer for purposes of meeting the requirements of Section 147(f) of the Internal Revenue Code." The Mayor also certifies that his published "notice apprised the residents of the City of the proposed issuance of the Bond, in compliance with all legal requirements, including Section 147(f) of the Internal Revenue Code of 1986, as amended." I am not a bond tax expert, and I would not ask Mayor Jordan to sign such a statement. Therefore, I redrafted the Notice to what was actually published without mentioning "TEFRA", nor requiring the Mayor to certify compliance with tax laws. Thus, I have corrected the Closing Certificate, removed the incorrect and unpublished TEFRA Notice from the proposed exhibits and placed the published Notice of Public Hearing in its place as the first page of Exhibit C. The Mayor should probably sign this Notice above his electronic signature and may now sign the corrected Closing Certificate. NOTICE OF PUBLIC HEARING Notice is hereby given that a public hearing will be conducted on March 15, 2016, at 5:30 o'clock p.m., before the Mayor and the City Council of the City of Fayetteville, Arkansas, in the Quorum Court Room of the Washington County Courthouse, 280 North College Avenue, Fayetteville, Arkansas 72701, on the question of the issuance of revenue bonds (the "bonds") by The Fayetteville Public Facilities Board (the "Board") for the purpose of (a) refunding The Fayetteville Public Facilities Board Refunding Revenue Bonds (Butterfield Trail Village Project), Series 2010 (the "2010 Bonds") and (b) financing all or a portion of the costs of the following improvements for Butterfield Trail Village, Incorporated, an Arkansas non-profit corporation (the "Corporation") that operates a residential life care retirement facility for the elderly: (i) financing all or a portion of the costs of acquiring, constructing, renovating, remodeling, equipping and furnishing common areas in the Main Residential Building, including particularly, without limitation, improvements to the main hallways, resident hallways, elevators, thelibrary, meetingx9oms t, he game room, stairwells and atriums; (ii) financing all or a portion of the costs of acquiring, constructing, renovating, remodeling, equipping and furnishing the Health Care Center in the Main Residential Building, including particularly, without limitation, improvements to hallways, nursing stations, offices, meeting rooms, resident rooms, and auxiliary spaces, and (iii) financing a portion of the costs of acquiring, constructing, renovating, equipping and furnishing an approximately 17,200 square foot expansion to the Main Residential Building to include particularly, without limitation, a new lobby and entryway, a convocation room and offices (collectively, the "2016 Project"). The aggregate principal amount of the bonds allocable to the 2016 Project shall not exceed $3,655,000 and the aggregate principal amount of the bonds allocable to the refunding of the 2010 Bonds shall not exceed $13,795,000. The initial owner and operator of the 2016 Project will be the Corporation. The 2016 Project will be located on the Corporation's approximately 44 -acre campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. The 2010 Bonds were issued to refund the Board's Adjustable Rate Demand Refunding Revenue Bonds, Series 2002 (Butterfield Trail Village Project), which were issued to refinance costs of acquiring, constructing and equipping the residential life care retirement facility (consisting of particularly, without limitation, residential units, a skilled nursing care center, recreational facilities and other related facilities) owned and operated by the Corporation on the Corporation's approximately 44 -acre campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. Proceeds of the Board's Revenue Bond (Butterfield Trail Village Project), Series 2013 (the "2013 Bond") will be used to provide a portion of the funds to finance costs of the 2016 Project. The remainder of the proceeds of the 2013 Bonds have been expended to finance the following improvements for the Corporation: (i) acquiring, constructing, equipping and furnishing an assisted living facility containing approximately 9,300 square feet, (ii) acquiring, constructing, renovating, equipping and furnishing the existing Wellness Center and acquiring, constructing, renovating, equipping and furnishing an approximately 6,700 square foot expansion to the Wellness Center, all of which are located on the Corporation's approximately 44 -acre campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. The bonds shall be special obligations of the Board, secured by and payable from an assignment of the right to receive payments from the Corporation pursuant to a Loan Agreement between the Board and the Corporation, and such other collateral as may be provided by the Corporation. The obligations shall not constitute an indebtedness for which the faith and credit of the City are pledged. Dated: February 24, 2016 /s/ Lioneld Jordan Mayor KIT WILLIAMS FAYETTEVILLE CITY ATTORNEY Blake E. Pennington Assistant City Attorney Patti T. Mulford Paralegal Phone 479.575.8313 cityattor'ney@fayetteville-ar.gov Hon. D. Michael Moyers Friday, Eldridge & Clark 400 West Capitol, Suite 2000 Little Rock, AR 72201-3522 April 8, 2016 113 W. Mountain Street, Suite 302 Fayetteville, AR 72701-6083 Re: Fayetteville Public Facilities Revenue Bond Notice/ Closing Certificate Dear Michael: Thanks for your email of April 7, 2016. As you know, the Notice of Public Hearing that was actually published prior to the City Council Meeting to consider the City Council's approval of the Facilities Board's Resolution to issue the revenue bonds was the Notice I drafted and NOT the TEFRA notice you supplied originally. Your supplied TEFRA notice included language that the Mayor claimed the notice and (by implication) bond complied with IRS regulations. That certification should be made by you as bond counsel, not the Mayor. Attached is the bond opinion letter from a recent bond issuance by the City in which our bond counsel fulfills his responsibility by opining on the IRS compliance. Thanks for supplying me with the TEFRA notice that Mayor Jordan signed for the 2013 Facilities Bond issuance. This came as a surprise to me because I had also refused to allow the publication of the TEFRA notice you had supplied then and had drafted a different Notice (similar to the 2016 Notice) which I supplied to you and which you published. A clerical mistake occurred in 2013 which allowed the Mayor to sign the wrong publication notice. This will not happen again. In order to accommodate your request that the Closing Certificate be dated at the actual closing date, I have requested the Mayor to resign the last page of the Closing Certificate we have already supplied to you reflecting your proposed date of April 12, 2016. Reviewing the 2013 bond issuance, I see the Mayor signed the Closing Certificate as the"_____ day of October, 2013." Assuming this was eventually filled out, please send us that page for our records. With kindest regards, KIT WILLIAMS Fayetteville City Attorney cc: Mayor Lioneld Jordan Don Marr, Chief of Staff City Clerk Sondra Smith Paul Becker, Finance Director CLOSING CERTIFICATE OF CITY OF FAYETTEVILLE, ARKANSAS The undersigned, Mayor and City Clerk of the City of Fayetteville, Arkansas, a duly organized and existing municipality of the State of Arkansas (the "City"), do hereby certify as follows: 1. The undersigned are the duly elected, qualified, and acting Mayor and City Clerk of the City, and as such officials have in their possession or have access to the official books and records of the City. 2. Attached in the Exhibits hereto is a true, correct and complete copy of all proceedings had by the City relating to the issuance by The Fayetteville Public Facilities Board (the "Issuer") of its Refunding and Improvement Revenue Bond (Butterfield Trail Village Project), Series 2016 (the "Bond"), as the same appear upon the records of the City in our possession. 3. Attached hereto as Exhibit A is a true, complete and correct copy of (a) Ordinance No. 2485 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on November 21, 1978; (b) Ordinance No. 2708 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on March 3, 1981; (c) Ordinance No. 2991 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on March 20, 1984; and (d) Ordinance No. 4021 of the City duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on February 18, 1997. At such meetings a quorum was present and acted throughout; the said Ordinances are in full force and effect and have not been altered, amended or repealed as of the date hereof, except as noted above. No petition or petitions to refer the above referenced Ordinances to the people under Amendment No. 7 to the Constitution of the State of Arkansas have been filed as of the date hereof, and the City Council of the City has not referred the above referenced Ordinances to the people for adoption or rejection. Attached hereto as Exhibit B is a true, complete and correct copy of Resolution No. 67-16 of the City ratifying the Issuer's authorization to issue the Bond, duly adopted by the City Council of the City at a duly called meeting of the City Council, open to the public, held on March 15, 2016. At such meeting a quorum was present and acted throughout; the said Resolution is in full force and effect and has not been altered, amended or repealed as of the date hereof. Attached hereto as Exhibit C is the Mayor's Notice of Public Hearing for the issuance of the Bond. Also included in Exhibit C is an affidavit of the publisher of the Northwest Arkansas Democrat -Gazette, showing that the Notice of Public Hearing on the issuance of the Bond to be held March 15, 2016 was published one time in such newspaper on February 29, 2016. The public hearing was held at the time and place set forth in the notice. No authority or proceedings in connection with the issuance, sale and delivery of the Bond have been repealed, revoked or rescinded. 4. The meetings of the City Council referred to in paragraph 3 hereof were open to the public in compliance with the provisions of Section 25-19-106 Open public meetings. of the Arkansas Code Annotated. 5. The City is a City of the First Class, duly organized and existing under the laws of the State of Arkansas pursuant to the provisions of Title 14, Chapters 42 and 43 of the Arkansas Code Annotated. 6. No action, suit, proceeding, inquiry or investigation is pending or, to the knowledge of the undersigned, threatened in any court or other tribunal of competent jurisdiction, state or federal, or, to the knowledge of the undersigned, is there any basis therefor, in any way (i) restraining or enjoining the issuance, sale or delivery of the Bond, or (ii) questioning or affecting the validity or enforceability of the Bond, or (iii) questioning or affecting the validity of the ordinances or resolutions referred to in paragraph 3 hereof or any of the proceedings for the authorization, execution, authentication, sale or delivery of the Bond, or (iv) questioning or affecting the corporate existence or organization of the City or the Issuer or the title to office of any of the members, officers or officials thereof or any powers of the City or the Issuer, or (v) questioning or affecting the power and authority of the Issuer to issue the Bond. 7. According to the records of the City, Stephen E. Adams, Stephen Cosby, Phillip Taylor, Tommy Deweese and Hugh Earnest are members of the Issuer and there are on file in the office of the City Clerk the oaths of office for each member. IN WITNESS WHEREOF, the undersigned have hereunto set their signatures this 12th day of April, 2016. A] 19 ATTEST: By: % ELwL SONDRA E. SMITH, City Clerk/Treasurer FAYE7TEVILLE %: A NSP4'•'�a fr/ fry. •rr�`�\\ ka KUTAK ROCK LLP ATLANTA CHICAGO SUITE 2000 DENVER FAYETTEVILLE 124 WEST CAPITOL AVENUE IRVINE AKANSAS SAS OFFICE LITTLE ROCK, AR 72201 -3706 CITY Sx LITTLE ROCK SUITE 400 501-975-3000 LOS ANGELES EAST MILLSAP ROAD FACSIMILE 501 -975-3001 MINNEAPOLIS LLE- ARKANSAS 72703-4099 OKLAHOMA CITY 479-073-4200 www.kutakrock.com OMAHA PHILADELPHIA RICHMOND SCOTTSDALE WASHINGTON M, WILBOURN WICHITA ,,MsRr0ckCam II May 20, 2014 City of Fayetteville, Arkansas Fayetteville, Arkansas BOKF, NA dba Bank of Oklahoma, as Trustee Tulsa, Oklahoma Fayetteville, Arkansas $6,330,000 City of Fayetteville, Arkansas Water and Sewer System Refunding Revenue Bonds Series 2014 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance and sale by the City of Fayetteville, Arkansas (the "City"), a political subdivision of the State of Arkansas, of its $6,330,000 Water and Sewer System Refunding Revenue Bonds, Series 2014 (the "Bonds"). The Bonds are being issued pursuant to the provisions of the Constitution and laws of the State of Arkansas, including, particularly, Amendment 65 and Arkansas Code Annotated (1998 Repl. & Supp. 2013) §§14-164-401 et seq., §§14-234-201 et seq. and §§14-235-201 et seq. (collectively, and as from time to time amended, the "Authorizing Legislation"), pursuant to Ordinance No. 5665 of the City, duly adopted and approved on March 4, 2014 (the "Authorizing Ordinance" ), and pursuant to a Trust Indenture dated as of May 1, 2002, as amended and supplemented by a First Supplemental Trust Indenture dated as of May 1, 2004, by a Second Supplemental Trust Indenture dated as of June 1, 2009, by a Third Supplemental Trust Indenture dated as of May 15, 2012, and by a Fourth Supplemental Trust Indenture dated as of May 15, 2014 (as amended and supplemented, the "Indenture"), each by and between the City and BOKF, NA dba Bank of Oklahoma (formerly Bank of Oklahoma, N.A.), as trustee (the "Trustee"). Reference is hereby made to the Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the conditions for the issuance of parity debt by the City, the nature and extent of the security for the Bonds, the rights, duties and obligations of the City, the Trustee and the holders of the Bonds, and the terms upon which the Bonds are issued and secured. ROCK LLP 20, 2014 oving Opinion Reference is made to an opinion of even date herewith of Kit Williams, Esq. , City Attorney, a copy of which is on file with the Trustee, with respect, among other matters, to the the status and valid existence of to e Cityenter? ntothepand perform its obligations undower of the City to adopt the ee r rCthe3nances Indenture the Aatl�ori2ing Ordinance and valid adoption of the Rate inances and the re Authorizing City and witOrdinance ectand tothe the ulndenture being e authorization, execution and delivery of theIndenture by the enforceable upon the City. We have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Authorizing Ordinance and the indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a municipal corporation of the tate of Arkansas. Pursuant to the Constitution and laws of the State of Arkansas, including, ;particularly, Amendment 65 and the Authorizing Legislation, the City is empowered to adopt the ,uthorizing Ordinance, to execute and deliver the Indenture, to perform the agreements on its art contained therein, and to issue the Bonds. 2 The Authorizing Ordinance has been duly adopted by the City and constitutes a 7ralid and binding obligation of the City enforceable upon the City in accordance with its terms. 3. The Indenture has been duly authorized, executed and delivered by the City and is a ' alid and binding obligation of the City enforceable upon the City in accordance with its terms. �lff 4. The Bonds have been validly authorized, executed, issued and deliveremiumred by qty e and represent valid and binding special obligations of the City. The principal, p v and interest on the Bonds shall be payable from, and shall be secured by an assignment and a+_? r :_.. .i. T-A-ntswrp? of the, City's edge by the City to the Trustee of, the Net Revenues (as defined in the In ... ater and sewer system, subject to a parity pledge of Net Revenues securing (i) the City's Water Sewer System Refunding Revenue Bonds, Series 2012, and (ii) any Additional Bonds (as fed in the Indenture) issued hereafter. 5. The Net Revenues have been duly and validly assigned and pledged to the Trustee r the Indenture, and the Indenture creates, as security for the Bonds, a valid security interest e Net Revenues. Under the laws of the State of Arkansas, including, particularly, Arkansas e Annotated (2001 Repl. & 2013" Supp.) Section 4-9-109(d)(14), the pledge, assignment is udiciai lien 'and ty interest in the Net Revenues securing the Bonds is and shale be prior fter imposed on said Net Revenues to enforce a judgment against the City on a simple U, LVLY oving Opinion. utract, and it is not necessary to file a Uniform Commercial Code financing statement in order perfect a security interest in said Net Revenues. 6. Interest on the Bonds is excluded from gross income for federal income tax poses and is not a specific preference item for purposes of the federal alternative minimum The opinion described in the preceding sentence assumes the accuracy of certain n¢ presentations and compliance by the City with covenants designed to satisfy the requirements ofthe Internal Revenue Code of 1986, as amended (the "Code"), that must be met subsequent to issuance of the Bonds. Failure to comply with such requirements could cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of nuance of the Bonds. The City has covenanted to comply with such requirements. We express ' Do opinion regarding other federal tax consequences of holding the Bonds. 7. The interest on the Bonds is exempt from all state, county and municipal taxes in �e State of Arkansas. 8. The Bonds are exempt from registration pursuant to the Securities Act of 1933, as €ended, and the Indenture is not required to be qualified under the Trust Indenture Act of 1939, amended, in connection with the offer and sale of the Bonds. It is to be understood that the rights of the registered owners of the Bonds and the uaforceability of the Bonds, the Authorizing Ordinance and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' tights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, LV N NOTICE OF PUBLIC HEARING Notice is hereby given that a public hearing will be conducted on September 17, 2013, at 6:00 o'clock p.m., before the City Council of the City of Fayetteville, Arkansas, in Room 219 of the City Administration Building, 113 West Mountain Street, Fayetteville, Arkansas 72701, on the question of the issuance of revenue bonds by The Fayetteville Public Facilities Board (the "Board") in the principal amount of not to exceed $8,000,000 for the purpose of financing all or a portion of the costs of the following improvements for Butterfield Trail Village, Incorporated, an Arkansas non-profit corporation (the "Corporation") that operates a residential life care retirement facility for the elderly: (a) acquiring, constructing, equipping and furnishing an assisted living facility containing approximately 9,300 square feet, (b) acquiring, constructing, renovating, equipping and furnishing the existing Wellness Center and acquiring, constructing, renovating, equipping and furnishing an approximately 6,700 square foot expansion to the Wellness Center and (c) acquiring, constructing, renovating, equipping and furnishing the existing commons area located in the Main Residential Building and acquiring, constructing, renovating, equipping and furnishing an approximately 10,000 square foot expansion to the commons area (collectively, the "Project"). The initial owner and operator of the Project will be the Coporation. The Project will be located on the Corporation's campus at 1923 E. Joyce Boulevard, Fayetteville, Arkansas 72703. The bonds shall be special obligations of the Board, secured by and payable from an assignment of the right to receive payments from the Corporation pursuant to a Loan Agreement between the Board and the Corporation, and such other collateral as may be provided by the Corporation. The obligations shall not constitute an indebtedness for which the faith and credit of the City are pledged. Dated: August 23, 2013 /s! Lioneld Jordan Mayor NORTHWEST ARKANSAS DEMOCRAT'GAZETTE NOTICE OF PUBLIC HEARING Notice is hereby given that TME h10RNING NEWS OF SPRINGOALE � a public hearing will be conducted en September 17, NORT 1Y] �NS�S' 2013, at 6:00 o'clock p.m., before the City Council YY LST THEMORNING NE%VSOFROGERi NDR'I}ANESTARKANSASTIMES of the City tr et. Fay t ev, Arkansas, in 7R270 , 219 of the City Administration Building, 113 West Mountain Street, Fayetteville, Arkansas 72701, on BENTON OOONTYDLYRECORD the question of the issuance of revenue bonds by The Fayetteville Public Facilities Board (the 'Beard') in the principal amount of not to exceed 212 NORTH EASTAVENUE FAYETTEVILLE. ARKANSAS 72701 1 P.O. BOA 1607, 72702 1 479442.1700. 1 WWW.NWANEWS.COM 53,000,000 for the purpose of financing all or a ' portion of the costs ofthe following improvements for Butterfield Trail Village, incorporated, an AFFIDAVIT OF PUBLICATION Arkansas non-profit corporation (the "Corporation") that operates a residential life care retirement facility for the elderly: (a) acquiring, constructing, I, Holly Andrews, do solemnly swear that I am the Legal Clerk of the equipping pad approximately ing an assisted00 living et, (b) containing 9,300 square Feet, (b) Northwest Arkansas Newspapers,LLC, printed and published in acquiring, constructing, renovating, equipping and Wellness Center Washington and Benton County, Arkansas, bona fide circulation, famishing the existing and acquiring, constructing, renovating, equipping and that from my own personal knowledge and reference to the files furnishing an approximately 6,700 square foot expansion to the Wellness Center and (c) acquiring, of said publication, the advertisement of: constructing, renovating, equipping and furnishing the existing commons area located in the Main Residential Building end acquiring; constructing, renovating, equipping and furnishing an • apgroxim0rely lo,oee square foot expansion to the '4 BUTTERFILEID TRAIL VILLAGE - — — — •• -• : - -- - commonssorca (eet'tectivety, the P i{ojecl"j.-,,, The �• i)itlii aavner and gp:rater•of the Project will he the ,- PH notice Corporation. The Project will be located on the Corporation's campus at 1923 E, Joyce Boulevard. Fayetteville, Arkansas 72703. The bonds shall be special obligations of the Board, secured by and payable Was inserted in the Regular Editions on: from an assignment of the right to receive paymentt g from the Corporation pursuant to a Loan Agreement August 30, 2013 between the Board and the Corporation, and such • other collateral as may be provided by the Corporation. The obligations shall not constitute an indebtedness for which the faith and credit of the oily are pledged. Publication Charges: $ 97.20 fs/Lianeld Jordan, Mayor Dated: August 28, 2013 72217555 . August 30, 2013 Holly A drews Subscribed and sworn to before me This 5 day of , 2013. Notary Public l 11 My Commission Expires: `7�l2 / CATHYJ, WILLS f• Benl issionniy My Commission �xp re• Febn o. 2D, 2014 **NOTE** Please do not pay from Affidavit. Invoice will be sent. Smith, Sondra From: Williams, Kit Sent: Friday, April 08, 2016 2:30 PM To: D. Michael Moyers Cc: Jim McCord; Pennington, Blake; Becker, Paul; Jordan, Lioneld; Smith, Sondra Subject: RE: Butterfield Trail Village Bond Issue Attachments: 3854_001.pdf Mike, Attached is my letter to you as well as the Closing Certificate dated for your scheduled closing of April 12th as you requested. The Mayor has signed the proper Notice of the City Council hearing on the Resolution of the Facilities Board to issue the bonds. We decline to sign a document that appears to certify proper compliance with IRS regulations as we believe that is for bond counsel to opine about. Jim, You may come to my office to pick up these documents from Blake. Kit Williams Fayetteville City Attorney 479.575.8313 p a w y; r r .. p III From: D. Michael Moyers [mailto:mmoyers@fridayfirm.com] Sent: Thursday, April 07, 2016 4:58 PM To: Williams, Kit <kwilliams@fayetteville-ar.gov> Cc: Jim McCord <jimmccordlaw@gmail.com> Subject: Butterfield Trail Village Bond Issue Kit, I understand from Jim McCord that you have some concerns with the TEFRA approval certificate. I called you earlier this afternoon to try to discuss this issue. I have attached the certificate that I sent you on March 3, 2016, which incorporated your previous comments on #5 (that March 3 email is also attached). Please let me know exactly which provisions concern you. Also attached for your reference is the TEFRA certificate executed in conjunction with the 2013 bond issue. Except for (5) of the 2016 TEFRA certificate, the two documents contain similar statements. As background, under federal income tax law (the Code Section 147(f) referenced in the documents), a bond issue like the Butterfield Trail Village issue must be approved by an elected governmental representative, in this case the Mayor of the City of Fayetteville. That is the reason for (4) of the 2016 TEFRA certificate and, likewise, the 2013 TEFRA certificate. If the Mayor does not execute an approval certification, the BTV bond cannot be issued as tax-exempt and, as a result the bond issue will not be able to close. Jim also sent me the Closing Certificate of the City. The Closing Certificate will need to be dated April 12, which is the projected closing date (if you are not comfortable releasing a pre -dated certificate to me, Jim McCord can hold it in escrow). The attached Closing Certificate picks up the changes you made in #s 4 and 5, but I kept my original language dealing with the approval in Exhibit C. I should also note that there is a chance that the closing will not occur on April 12 - would you prefer to go ahead and have the Mayor and City Clerk sign an updated Certificate (and let Jim hold it in escrow) so that they do not have to sign another one if the closing is delayed? Just in case, an undated version of the Certificate is also attached. Again, please advise as to your concerns on the TEFRA certificate. If (5) is the trouble, I am okay with removing that language. Pre -closing is Monday, April 11, so I need the executed docs either tomorrow or Monday morning. I ask that you have the Mayor and City Clerk execute the attached versions of the Closing Certificate (one undated and one dated 4/12) and that you have the Mayor execute the attached version of the 2016 TEFRA Certificate. Thank you, Michael D. MICHAEL MOYERS I ATTORNEY FRIDAY DAY CL C, C, L'I f.O r 'V r O °P ₹33 A'f mmoyers@fridayfirm.com I Direct: (501) 370-1492 1 Fax (501) 244-5394 400 West Capitol Avenue, Suite 2000 Little Rock, Arkansas 72201-3522 1 www FridayFirm corn WE ARE REQUIRED BY IRS RULES TO INFORM YOU THAT ANY TAX ADVICE CONTAINED IN OUR COMMUNICATION (INCLUDING ANY OF OUR ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY YOU OR ANY OTHER TAXPAYER (1) FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED UNDER FEDERAL TAX LAW OR (2) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR MATTER ADDRESSED HEREIN OR IN ANY SUCH ATTACHMENTS. This e-mail message and any attachments contain confidential information that may be legally privileged. If you are not the intended recipient, you must not review, retransmit, convert to hard copy, copy, use or disseminate this e-mail or any attachments to it. 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