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8853RESOLUTION NO. 8,853 A RESOLUTION APPROVING THE ISSUANCE OF REVENUE BONDS BY THE CITY OF LITTLE ROCK, ARKANSAS ELDERLY HOUSING FACILITIES BOARD ON BEHALF OF ERC FOUNDATION, INC., AN ARKANSAS NONPROFIT CORPORATION; AND PRESCRIBING OTHER NATTERS PERTAINING THERETO. WHEREAS, the City of Little Rock, Arkansas Elderly Housing Facilities Board (the "Issuer ") , is a Public Facilities Board created by Ordinance No. 14,048 of the Board of Directors of the City of Little Rock, Arkansas (the "Board ") , duly passed on June 2, 1981, as amended by Ordinance No. 14,295 of the Board duly passed and adopted on August 17, 1982 (collectively, the "Ordinance ") . Pursuant to Act 142 of the Acts of Arkansas of 1975, as amended (the "Act ") and pursuant to the Ordinance, the Issuer is authorized to establish programs for developing decent, safe and sanitary residential housing for elderly and disabled individuals and families in Little Rock, Arkansas (the "City ") including a program to provide construction and permanent financing for residential rental projects for the elderly and disabled individuals and families which are sponsored by nonprofit corporations and located in the City, and to issue Revenue Bonds to provide a means for financing the same (the "Program "); and WHEREAS, in furtherance of the Program and for the purposes set forth in the Act and in the Ordinance, the Issuer wishes to finance a 64 -bed assisted living center for the elderly and disabled located in the City and sponsored by the ERC Foundation, Inc., an Arkansas non - profit corporation (the "Project "), to provide for the issuance of its revenue bonds, and to authorize such actions as are required to implement such stated intentions; and WHEREAS, Section Five of the Ordinance provides that issuance of Bonds by the Issuer is subject to the prior approval of the Board of Directors of the City; WHEREAS, the Issuer has approved the issuance of up to $3,500,000 Revenue Bonds for financing the Project, and a copy of its Resolution is attached hereto as Exhibit A; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK AS FOLLOWS: Section 1. For the purposes of the Act and the Ordinance, the Board does hereby approve the issuance of up to $3,500,000 Revenue Bonds by the Issuer on behalf of ERC Foundation, Inc., an Arkansas nonprofit corporation. 31 I D 32 Section 2. The Resolution of the Issuer is hereby approved in substantially the form attached hereto as Exhibit A. Section 3. This Resolution shall become effective immediately upon its adoption and approval by the Board of Directors of the City of Little Rock. APPROVED: January 5, 1993. ` Mayo Jim Dailey _ ATTEST: j• City Clerk Robbie Hancock E • • EXHIBIT A A RESOLUTION AUTHORIZING THE ISSUANCE OF $3,500,000 REVENUE BONDS, (ERC FOUNDATION, INC. PROJECT), FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING FOR THE ERC FOUNDATION, INC. ASSISTED LIVING CENTER PROJECT; FIXING THE DETAILS OF THE PROGRAM; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT; AUTHORIZING THE OFFICIAL STATEMENT RELATING TO THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE BONDS TO THE PURCHASER THEREOF; AND PRESCRIBING OTHER MATTERS PERTAINING THERETO. WHEREAS, the City of Little Rock, Arkansas Elderly Housing Facilities Board (the "Issuer "), is a Public Facilities Board created by Ordinance No. 14,048 of the Board of Directors of the City of Little Rock, Arkansas (the "Board ") , duly passed on June 2, 1981, as amended by Ordinance No. 14,295 of the Board duly passed and adopted on August 17, 1982 (collectively the "Ordinance ") . Pursuant to Act 142 of the Acts of Arkansas of 1975, as amended (the "Act ") and pursuant to the Ordinance, the Issuer is authorized to establish programs for developing decent, safe and sanitary residential housing for elderly and disabled families in Little Rock, Arkansas (the "City ") including a program to provide permanent financing for non - profit multifamily residential rental projects for the elderly and disabled to be located in the City, and to issue revenue bonds to provide a means for financing the same (the "Program"); and WHEREAS, in furtherance of the Program and for the purposes set forth in the Act and in the Ordinance, the Issuer wishes to provide permanent financing for a non - profit residential assisted living center project for the elderly and disabled located in the City and to issue its Revenue Bonds, and authorizing such actions as are required to implement such stated intentions; and WHEREAS, pursuant to and in accordance with provisions of the Act and the Ordinance, the Issuer is now prepared to proceed with the financing to provide funds for the construction of a 64 -bed assisted living center for the elderly and disabled to be located in the City and to issue and sell not to exceed $3,500,000 in principal amount of its Revenue Bonds (the "Bonds "), such Bonds to be secured by the Indenture (hereinafter defined), and, except to the extent payable from Bond proceeds, or moneys from the investment thereof, to be payable solely from the revenues and receipts and other amounts received by the Issuer pursuant to the Loan Agreement; and 3 33 • • 34 WHEREAS, the Underwriter intends to offer the Bonds for sale to the public, and to use an Official Statement (the "Official Statement ") to effectuate such sale and has submitted to the Issuer a form of Bond Purchase Agreement (hereinafter defined) setting forth the Underwriter's proposal to purchase the Bonds; and WHEREAS, copies of the proposed Loan Agreement, the Indenture and the Bond Purchase Agreement have been presented to and are before the Issuer at this meeting: NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF LITTLE ROCK, ARKANSAS ELDERLY HOUSING FACILITIES BOARD AS FOLLOWS: The following words and terms used in this Resolution shall have the following meanings unless the context clearly indicates another or different meaning or intent: "Act" shall mean Act No. 142 of the Acts of Arkansas of 1975, as amended, and as it may be subsequently amended. "Board" shall mean the Board of Directors of the City of Little Rock, Arkansas, the governing body of the City. "Bond Purchase Agreement" shall mean the Bond Purchase Agreement to be entered into between the Issuer and the Underwriter, as approved by this Resolution relating to the purchase of the Bonds. "Bonds" shall mean the Revenue Bonds of the Issuer, in an aggregate principal amount not to exceed $3,500,000 authorized to be issued pursuant to this Resolution and pursuant to Article II of the Indenture. "City" shall mean the geographic territory embraced within the boundaries of Little Rock, Arkansas, a political subdivision of the State of Arkansas. "Indenture" shall mean the Trust Indenture between the Issuer and the Trustee as approved by this Resolution, as the same may be supplemented from time to time in accordance with its terms. "Issuer" shall mean the City of Little Rock, Arkansas Elderly Housing Facilities Board. "Loan Agreement" shall mean the Loan Agreement by and between the Issuer and the Owner. "Official Statement" shall mean the Official Statement as further described and defined in the Bond Purchase Agreement. 4 • • 35 "Ordinance" shall mean Ordinance No. 14,048 of the Board of Directors of the City of Little Rock duly passed on June 2, 1981, as amended by Ordinance No. 14,295 of the Quorum Court duly passed and adopted on August 17, 1982, pursuant to the Act, which created the Board. "Owner" shall mean ERC Foundation, Inc. "Program" shall mean the permanent financing for an assisted living center for the elderly and disabled located in Little Rock, Arkansas, and the issuance of Revenue Bonds for such purpose. Section 2. For the purposes of the Act and the Ordinance and to establish the Program, the Issuer does hereby authorize the making of a Loan in accordance with the terms of the Loan Agreement and does hereby find and declare that this Resolution is being enacted pursuant to the powers granted by the Act and the Ordinance and that the issuance of the Bonds is for the public purposes as set forth in the Act and the Ordinance. Section 3. To provide for the financing of the cost of making the Loan, the Issuer does hereby authorize the issuance of revenue bonds of the Issuer under the Act and the Ordinance, to be designated "City of Little Rock, Arkansas Elderly Housing Facilities Board Revenue Bonds, (ERC Foundation, Inc. Assisted Living Center Project), in an aggregate principal amount of up to $3,500,000. The Bonds shall be issued in the form set forth in the Indenture; shall be dated, except as otherwise provided in the Indenture, the date of their issuance; shall mature as set forth in Schedule 1 hereto, which by this reference is incorporated herein; shall bear interest payable semiannually at rates set forth in Schedule 1 hereto, shall be subject to redemption prior to maturity upon the terms and conditions set forth in the Indenture; and shall be sold to the Underwriter at a price of not less than 100% of the aggregate principal amount of the Bonds (as defined in the Bond Purchase Agreement). Section I. The Bonds shall be limited obligations of the Issuer and, except to the extent payable from Bond proceeds or moneys from the investment thereof, shall be payable solely from the revenues and receipts and other amounts received by or on behalf of the Issuer pursuant to the Loan Agreement. The Bonds and interest thereon shall not constitute a debt or liability of the Issuer, the City, the State of Arkansas or any political subdivision thereof, and their issuance shall not, directly or indirectly or contingently, obligate the Board or the State of Arkansas or any political subdivision thereof to levy any form of taxation or to make any appropriation for their payment, nor shall the Bonds be construed to create any moral obligation on the part of the State of Arkansas or any political subdivision thereof with respect to their payment. Nothing in the Bonds or in the Indenture 5 M • • r 36 or in the proceedings of the Issuer authorizing the issuance of the Bonds or in the Act or the Ordinance shall be construed to authorize the Issuer to create a debt of the State of Arkansas or any political subdivision thereof within the meaning of any constitutional or statutory provision. The nature of the obligation represented by the Bonds is as more fully set forth in the Indenture. Section 5. Registered Bonds, in substantially the form described in Article III of the Indenture shall be issued to and registered in the name of the Bondholders and shall be delivered to the Trustee. The Bonds shall be executed on behalf of the Issuer by the facsimile signature of the Chairman and the facsimile signature of the Secretary of the Issuer (the "Chairman" and the "Secretary ") in the manner provided in the Indenture. If any of the officers who shall have signed or sealed the Bonds shall cease to be such officer of the Issuer before the Bonds so signed and delivered shall have been actually authenticated by the Trustee or delivered by the Issuer, such Bonds nevertheless shall be authenticated, issued and delivered with the same force and effect as though the person or persons who signed or sealed such Bonds had not ceased to be an officer or officers of the Issuer, or also any such Bonds may be signed and sealed on behalf of the Issuer by those persons who, at the actual date of the execution of such Bonds, shall be the proper officers of the Issuer, although at the nominal date of such Bonds any person so signing and sealing shall not have been such officer of the Issuer. Section 6. The Indenture is hereby approved in substantially the form attached hereto as Exhibit A, and the Chairman is hereby authorized to execute, acknowledge and deliver the Indenture, attested by the Secretary of the Issuer, with such changes therein as shall be approved by such persons executing such document, their execution to constitute conclusive evidence of such approval, and the Secretary is hereby authorized to affix to the Indenture the corporate seal of the Issuer. Section 7. The Loan Agreement between the Issuer and the Owner is hereby approved in substantially the form attached hereto as Exhibit B and the Chairman is hereby authorized to execute, acknowledge and deliver the Loan Agreement, attested by the Secretary of the Issuer, with such changes therein as shall be approved by such persons executing such document, their execution to constitute conclusive evidence of such approval. The Secretary of the Issuer is hereby authorized to affix to such document the corporate seal of the Issuer. Section 8. The Bond Purchase Ag substantially the form attached he Chairman is hereby authorized to e Purchase Agreement on behalf of the completions therein with respect to 0 reement is hereby approved in reto as Exhibit C, and the xecute and deliver the Bond Issuer with such changes and interest rates, redemption 37 provisions and the sale price of the Bonds (subject to limitations set forth in Section 4 hereof) as shall be approved by such person executing the document, his execution to constitute conclusive evidence of such approval, and the sale of the Bonds to the Underwriter pursuant to the Bond Purchase Agreement is hereby authorized. Section 9. The Chairman is hereby authorized to prepare, execute and deliver the Official Statement for and on behalf of the Issuer pursuant to the Bond Purchase Agreement. Section 10. The Chairman and Secretary of the Issuer are hereby empowered to execute and deliver the Bonds and all documents, certificates and other instruments which may be required under the terms of the Bond Purchase Agreement, the Indenture, the Loan Agreement and this Resolution. Section 11. The Issuer hereby ratifies the use by the Underwriter of the Official Statement in offering the Bonds to the purchasers thereof and the Issuer hereby approves and authorizes the use by the Underwriter of the official Statement. Section 12. This resolution shall become effective immediately upon its adoption and approval by the Chairman. APPROVED: January 4, 1993. Chairman ATTEST: Secretary (SEAL) 7 M CERTIFICATE I, , Secretary of the City of Little Rock, Arkansas Elderly Housing Facilities Board and being the custodian of the records of said Issuer and keeper of the corporate seal thereof, DO HEREBY CERTIFY that the attached and foregoing is a true, correct and exact copy of a Resolution passed by the Issuer at a special meeting thereof held January 4, 1993 and the same was signed and approved by the Chairman of the Issuer on the 4th day of January, 1993, and that the original Resolution so passed is on file and of record in the records of the Issuer in my possession. WITNESS my hand and the corporate seal of the said Residential Housing Facilities Board of Little Rock this 4th day of January, 1993. Secretary E :3 0 39 SCHEDULE I To the Resolution of the City of Little Rock, Arkansas Elderly Housing Facilities Board. Date Principal Interest 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 9