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Home My WebLink AboutOrdinance 6784 II III IIIIII III IIIII I III IIIII IIIII IIIII IIIII IIIII IIIII IIII IIIII IIIII IIII IIII Doc ID: 021747470004 Type: REL Kind: ORDINANCE oFfirrrrE Recorded: 09/09/2024 at 10:12:56 AM • Fee Amt: $30.00 Page 1 of 4 Washington County, AR Kyle Sylvester Circuit Clerk �� ."'� File2024-00023324 �qkn NS Py. 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Ordinance: 6784 File Number: 2024-365 SALES AND USE TAX BONDS(ISSUANCE AUTHORIZATION): AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY'S NOT TO EXCEED$15,000,000 SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, SERIES 2024, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN STREET AND PARK FACILITIES AND IMPROVEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2024 BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2024 BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2024 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AND PRESCRIBING OTHER MATTERS RELATING THERETO. WHEREAS,the City Council of the City of Fayetteville,Arkansas(the"City") has previously determined that there is a need for a source of revenues to finance all or a portion of the costs of critical capital improvement projects,including (1)streets and related improvements(the"Streets Project"),and(2)parks system and related improvements(the"Parks Project");and WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas ("Amendment 62") and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated(the"Local Government Bond Act"),to issue and sell its capital improvement bonds to fmance and refinance the costs of various capital improvements such as those comprising the Streets Project and the Parks Project (collectively, the "Projects"), which capital improvement bonds may be secured by and payable from the receipts of the special city-wide sales and use tax authorized by the Local Government Bond Act;and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of Ordinance No. 6126 of the City,adopted and approved on December 18,2018(the"Election Ordinance"),there was submitted to the qualified electors of the City various questions regarding the issuance of an aggregate of not to exceed$213,865,000 in principal amount of capital improvement bonds for the purpose of fmancing all or a portion of the costs of the various capital improvements, including the Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Local Government Bond Act(the"Sales and Use Tax");and WHEREAS,at a special election held April 9,2019,a majority of the qualified electors of the City voting on each of the questions approved the issuance of capital improvement bonds in the principal amounts and for each of the specific purposes set forth on the ballot(and the corresponding levy of the Sales and Use Tax, and the pledge of the receipts Page 1 Ordinance: 6784 File Number: 2024-365 Page 2 thereof to the payment of the bonds); and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act, as approved by the qualified electors of the City, and as authorized by of Ordinance No. 6194 of the City, adopted and approved on June 4, 2019, the City has previously issued (i) its $124,425,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the “Series 2019A Bonds”), (ii) its $3,170,000 Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B (the “Series 2019B Bonds”), and (iii) its $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”); WHEREAS, the Series 2019B Bonds have been paid in full; and WHEREAS, as authorized under the provisions of Amendment 62 and the Local Government Bond Act and as approved by the qualified electors of the City, the City has now determined to issue and sell its Sales and Use Tax Capital Improvement Bonds, Series 2024, in the aggregate principal amount of not to exceed $15,000,000 (the “Series 2024 Bonds”), in order to provide funding for all or a portion of the costs of the Projects; and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2024 Bonds to Stephens Inc., Fayetteville, Arkansas (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement between the City and the Underwriter (the “Bond Purchase Agreement”) in substantially the form presented to and before this meeting; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fayetteville, Arkansas that: Section 1. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act, there is hereby authorized the issuance of bonds of the City to be designated as “Sales and Use Tax Capital Improvement Bonds, Series 2024” (the “Series 2024 Bonds”). The Series 2024 Bonds shall be issued in the original aggregate principal amount of not to exceed Fifteen Million Dollars ($15,000,000) and shall mature not later than November 1, 2033, in the principal amounts and bearing interest at the rates to be specified in the Bond Purchase Agreement. The average yield on the Series 2024 Bonds as a whole shall not exceed 5.00% per annum. Of the $15,000,000 maximum aggregate principal amount of Series 2024 Bonds hereby authorized, (i) not to exceed $10,105,000 shall be deemed to apply to the Streets Project (Question 2 on the ballot), and (ii) not to exceed $4,895,000 shall be deemed to apply to the Parks Project (Question 5 on the ballot), and the proceeds of the Series 2024 Bonds shall be allocated accordingly. The proceeds of the Series 2024 Bonds will be utilized to finance all or a portion of the costs of the Projects described above, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2024 Bonds. The Series 2024 Bonds shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall be subject to redemption prior to maturity, and shall contain such other terms, covenants and conditions, all as set forth in the Second Supplemental Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2024 Bonds in substantially the form thereof contained in the Second Supplemental Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2024 Bonds and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Series 2024 Bonds to be accepted and authenticated by the Trustee. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Kutak Rock LLP, Little Rock, Arkansas (“Bond Counsel”), in order to complete the Series 2024 Bonds in substantially the form contained in the Second Supplemental Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2024 Bonds, their execution to constitute conclusive evidence of such approval. Section 2. In order to pay the principal of and interest on the Series 2024 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of an existing one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. Such pledge securing the Series 2024 Bonds shall be made on a parity basis with the existing pledge of such receipts in favor of the Series 2019A Bonds and the Series 2022 Bonds. The levy and collection of the Sales and Use Tax shall continue until such time as the Series 2019A Bonds, the Series 2022 Bonds Ordinance: 6784 File Number: 2024-365 Page 3 and the Series 2024 Bonds are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture (defined below) to redeem the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds in full. The City covenants and agrees that all receipts from the Sales and Use Tax will be accounted for separately as special funds on the books of the City, and receipts of said Sales and Use Tax will be deposited and will be used solely as provided in the Trust Indenture. Section 3. To prescribe the terms and conditions upon which the Series 2024 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Second Supplemental Trust Indenture (the “Second Supplemental Trust Indenture”), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the “Trustee”), and the City Clerk is hereby authorized and directed to execute and acknowledge the Second Supplemental Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the Second Supplemental Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Second Supplemental Trust Indenture supplements and amends a Trust Indenture dated as of August 1, 2019, as previously supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022, each by and between the City and the Trustee (collectively, the “Original Indenture,” and as further supplemented and amended by the Second Supplemental Trust Indenture, the “Trust Indenture”). The Second Supplemental Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of the Sales and Use Tax receipts and the terms of the Series 2024 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Second Supplemental Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Second Supplemental Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Second Supplemental Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 4. There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto, relating to the Series 2024 Bonds. The distribution of the Preliminary Official Statement is hereby approved. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the “Official Statement,” and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons, the Mayor’s execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) Section 5. In order to prescribe the terms and conditions upon which the Series 2024 Bonds are to be sold to the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Agreement on behalf of the City, to be dated as of the date of its execution (the “Bond Purchase Agreement”), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6. In order to provide for continuing disclosure of certain financial and operating information with respect Ordinance : 6784 File Number: 2024-365 to the Sales and Use Tax and the City in compliance with the provisions of Rule l 5c2-12 of the U. S . Securities and Exchange Commission , the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the "Continuing Disclosure Agreement"), by and between the City and the Trustee, and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Trustee. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee , the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting , with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 7. The Mayor and City Clerk, for and on behalf of the City , are hereby authorized and directed to do any and all things necessary to effect the issuance, sale , execution and delivery of the Series 2024 Bonds and to effect the execution and delivery of the Second Supplemental Trust Indenture , the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement and a Tax Compliance Agreement relating to the tax exemption of interest on the Series 2024 Bonds , and to perform all of the obligations of the City under and pursuant thereto. The Mayor and the City Clerk are further authorized and directed, for and on behalf of the City , 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. Section 8. As previously provided in the Election Ordinance, Kutak Rock LLP , Little Rock , Arkansas , is hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series 2024 Bonds. Section 9. The provisions of this Ordinance are hereby declared to be severable , and if any section, phrase or provision shall for any reason be declared to be illegal or invalid , such declaration shall not affect the validity of the remainder of the sections, phrases or provisions of this Ordinance. Section 10. such conflict. All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of PASSED and APPROVED on August 20 , 2024 This publication was paid for by the City Clerk-Treasurer of the City of Fayetteville, Arkansas. Amount Paid:$\, 1-\5{J, ki'Q Page4 Washington County,AR I certify this instrument was filed on 09/09/2024 10:12:56 AM and recorded in Real Estate File Number 2024-00023324 Kyle Sylvester- Circuit Clerk by Mailing address: 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov CITY COUNCIL MEMO 2024-365 MEETING OF AUGUST 20, 2024 TO: Mayor Jordan and City Council THRU: Paul Becker, Chief Financial Officer FROM: Steven Dotson, Internal Auditor SUBJECT: Sales and Use Tax Bonds (Issuance Authorization) RECOMMENDATION: Recommend approval of an ordinance authorizing the issuance and sale of the City’s not to exceed $15,000,000 Sales and Use Tax Capital Improvement Bonds, Series 2024, for the purpose of financing all or a portion of the costs of certain street and park facilities and improvements. BACKGROUND: Note: Final documents will be attached to this item when available. The City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas (“Amendment 62”) and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the “Local Government Bond Act”), to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the Streets Project and the Parks Project which capital improvement bonds may be secured by and payable from the receipts of the special city-wide sales and use tax authorized by the Local Government Bond Act. Pursuant to the election ordinance (Ordinance 6126) adopted and approved on December 18, 2018 there was submitted to the qualified electors of the City various questions regarding the issuance of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements, including the Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Local Government Bond Act (the “Sales and Use Tax”). At a special election held April 9, 2019, a majority of the qualified electors of the City voting on each of the questions approved the issuance of capital improvement bonds in the principal amounts and for each of the specific purposes set forth on the ballot (and the corresponding levy of the Sales and Use Tax, and the pledge of the receipts thereof to the payment of the bonds) DISCUSSION: After the previous bond issues in 2019 and 2022, approximately $15,000,000 of the approved funding remains to be issued. As authorized under the provisions of Amendment 62 and the Local Government Bond Act and as approved by the qualified electors of the City, the City has now determined to issue and sell its Sales and Use Tax Capital Mailing address: 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov Improvement Bonds, Series 2024, in the aggregate principal amount of not to exceed $15,000,000 (the “Series 2024 Bonds”), in order to provide funding for all or a portion of the costs of the Projects. BUDGET/STAFF IMPACT: Funding will be provided by issuance of Sales and Use Tax Capital Improvement Bonds ATTACHMENTS: SRF (#3), Bond Ordinance (#4), Bond Purchase Agreement (#5), Preliminary Official Statement (#6), Continuing Disclosure Agreement (#8), Second Supplemental Trust Indenture (#9) Page 1 City of Fayetteville, Arkansas Legislation Text 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 File #: 2024-365 Sales and Use Tax Bonds (Issuance Authorization) AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY’S NOT TO EXCEED $15,000,000 SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, SERIES 2024, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN STREET AND PARK FACILITIES AND IMPROVEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2024 BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2024 BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2024 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AND PRESCRIBING OTHER MATTERS RELATING THERETO. WHEREAS, the City Council of the City of Fayetteville, Arkansas (the “City”) has previously determined that there is a need for a source of revenues to finance all or a portion of the costs of critical capital improvement projects, including (1) streets and related improvements (the “Streets Project”), and (2) parks system and related improvements (the “Parks Project”); and WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas (“Amendment 62”) and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the “Local Government Bond Act”), to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the Streets Project and the Parks Project (collectively, the “Projects”), which capital improvement bonds may be secured by and payable from the receipts of the special city-wide sales and use tax authorized by the Local Government Bond Act; and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of Ordinance No. 6126 of the City, adopted and approved on December 18, 2018 (the “Election Ordinance”), there was submitted to the qualified electors of the City various questions regarding the issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements, including the Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Local Government Bond Act (the “Sales and Use Tax”); and WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City Ordinance: 6784 File Number: 2024-365 Page 2 voting on each of the questions approved the issuance of capital improvement bonds in the principal amounts and for each of the specific purposes set forth on the ballot (and the corresponding levy of the Sales and Use Tax, and the pledge of the receipts thereof to the payment of the bonds); and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act, as approved by the qualified electors of the City, and as authorized by of Ordinance No. 6194 of the City, adopted and approved on June 4, 2019, the City has previously issued (i) its $124,425,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the “Series 2019A Bonds”), (ii) its $3,170,000 Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B (the “Series 2019B Bonds”), and (iii) its $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”); WHEREAS, the Series 2019B Bonds have been paid in full; and WHEREAS, as authorized under the provisions of Amendment 62 and the Local Government Bond Act and as approved by the qualified electors of the City, the City has now determined to issue and sell its Sales and Use Tax Capital Improvement Bonds, Series 2024, in the aggregate principal amount of not to exceed $15,000,000 (the “Series 2024 Bonds”), in order to provide funding for all or a portion of the costs of the Projects; and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2024 Bonds to Stephens Inc., Fayetteville, Arkansas (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement between the City and the Underwriter (the “Bond Purchase Agreement”) in substantially the form presented to and before this meeting; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fayetteville, Arkansas that: Section 1. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act, there is hereby authorized the issuance of bonds of the City to be designated as “Sales and Use Tax Capital Improvement Bonds, Series 2024” (the “Series 2024 Bonds”). The Series 2024 Bonds shall be issued in the original aggregate principal amount of not to exceed Fifteen Million Dollars ($15,000,000) and shall mature not later than November 1, 2033, in the principal amounts and bearing interest at the rates to be specified in the Bond Purchase Agreement. The average yield on the Series 2024 Bonds as a whole shall not exceed 5.00% per annum. Of the $15,000,000 maximum aggregate principal amount of Series 2024 Bonds hereby authorized, (i) not to exceed $10,105,000 shall be deemed to apply to the Streets Project (Question 2 on the ballot), and (ii) not to exceed $4,895,000 shall be deemed to apply to the Parks Project (Question 5 on the ballot), and the proceeds of the Series 2024 Bonds shall be allocated accordingly. The proceeds of the Series 2024 Bonds will be utilized to finance all or a portion of the costs of the Projects described above, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2024 Bonds. The Series 2024 Bonds shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall be subject to redemption prior to maturity, and shall contain such other terms, covenants and conditions, all as set forth in the Second Supplemental Trust Indenture submitted Ordinance: 6784 File Number: 2024-365 Page 3 to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2024 Bonds in substantially the form thereof contained in the Second Supplemental Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2024 Bonds and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Series 2024 Bonds to be accepted and authenticated by the Trustee. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Kutak Rock LLP, Little Rock, Arkansas (“Bond Counsel”), in order to complete the Series 2024 Bonds in substantially the form contained in the Second Supplemental Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2024 Bonds, their execution to constitute conclusive evidence of such approval. Section 2. In order to pay the principal of and interest on the Series 2024 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of an existing one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. Such pledge securing the Series 2024 Bonds shall be made on a parity basis with the existing pledge of such receipts in favor of the Series 2019A Bonds and the Series 2022 Bonds. The levy and collection of the Sales and Use Tax shall continue until such time as the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture (defined below) to redeem the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds in full. The City covenants and agrees that all receipts from the Sales and Use Tax will be accounted for separately as special funds on the books of the City, and receipts of said Sales and Use Tax will be deposited and will be used solely as provided in the Trust Indenture. Section 3. To prescribe the terms and conditions upon which the Series 2024 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Second Supplemental Trust Indenture (the “Second Supplemental Trust Indenture”), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the “Trustee”), and the City Clerk is hereby authorized and directed to execute and acknowledge the Second Supplemental Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the Second Supplemental Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Second Supplemental Trust Indenture supplements and amends a Trust Indenture dated as of August 1, 2019, as previously supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022, each by and between the City and the Trustee (collectively, the “Original Indenture,” and as further supplemented and amended by the Second Supplemental Trust Indenture, the “Trust Indenture”). The Second Supplemental Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of the Sales and Use Tax receipts and the terms of the Series 2024 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Second Supplemental Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Second Supplemental Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Second Supplemental Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Ordinance: 6784 File Number: 2024-365 Page 4 Section 4. There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto, relating to the Series 2024 Bonds. The distribution of the Preliminary Official Statement is hereby approved. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the “Official Statement,” and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons, the Mayor’s execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) Section 5. In order to prescribe the terms and conditions upon which the Series 2024 Bonds are to be sold to the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Agreement on behalf of the City, to be dated as of the date of its execution (the “Bond Purchase Agreement”), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6. In order to provide for continuing disclosure of certain financial and operating information with respect to the Sales and Use Tax and the City in compliance with the provisions of Rule 15c2-12 of the U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the “Continuing Disclosure Agreement”), by and between the City and the Trustee, and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Trustee. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 7. The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and Ordinance: 6784 File Number: 2024-365 Page 5 directed to do any and all things necessary to effect the issuance, sale, execution and delivery of the Series 2024 Bonds and to effect the execution and delivery of the Second Supplemental Trust Indenture, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement and a Tax Compliance Agreement relating to the tax exemption of interest on the Series 2024 Bonds, and to perform all of the obligations of the City under and pursuant thereto. The Mayor and the City Clerk are further authorized and directed, for and on behalf of the City, 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. Section 8. As previously provided in the Election Ordinance, Kutak Rock LLP, Little Rock, Arkansas, is hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series 2024 Bonds. Section 9. The provisions of this Ordinance are hereby declared to be severable, and if any section, phrase or provision shall for any reason be declared to be illegal or invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions of this Ordinance. Section 10. All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. City of Fayetteville Staff Review Form 2024-0365 Item ID 8/20/2024 City Council Meeting Date - Agenda Item Only N/A for Non-Agenda Item Steve Dotson 7/17/2024 CHIEF FINANCIAL OFFICER (110) Submitted By Submitted Date Division / Department Action Recommendation: Recommend approval of an ordinance authorizing the issuance and sale of the City’s not to exceed $15,000,000 Sales and Use Tax Capital Improvement Bonds, Series 2024, for the purpose of financing all or a portion of the costs of certain street and park facilities and improvements. Budget Impact: Account Number Fund Project Number Project Title Budgeted Item?No Total Amended Budget Expenses (Actual+Encum)$- Available Budget $- Does item have a direct cost?No Item Cost $- Is a Budget Adjustment attached?No Budget Adjustment $- Remaining Budget $- V20221130 Purchase Order Number:Previous Ordinance or Resolution # Change Order Number:Approval Date: Original Contract Number: Comments: 4870-1197-0765.3 ORDINANCE NO. _____ AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY’S NOT TO EXCEED $15,000,000 SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, SERIES 2024, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN STREET AND PARK FACILITIES AND IMPROVEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2024 BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2024 BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2024 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AND PRESCRIBING OTHER MATTERS RELATING THERETO. WHEREAS, the City Council of the City of Fayetteville, Arkansas (the “City”) has previously determined that there is a need for a source of revenues to finance all or a portion of the costs of critical capital improvement projects, including (1) streets and related improvements (the “Streets Project”), and (2) parks system and related improvements (the “Parks Project”); and WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas (“Amendment 62”) and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the “Local Government Bond Act”), to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the Streets Project and the Parks Project (collectively, the “Projects”), which capital improvement bonds may be secured by and payable from the receipts of the special city-wide sales and use tax authorized by the Local Government Bond Act; and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of Ordinance No. 6126 of the City, adopted and approved on December 18, 2018 (the “Election Ordinance”), there was submitted to the qualified electors of the City various questions regarding the issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements, including the Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Local Government Bond Act (the “Sales and Use Tax”); and WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City voting on each of the questions approved the issuance of capital improvement bonds in the principal amounts and for each of the specific purposes set forth on the ballot (and the corresponding levy of the Sales and Use Tax, and the pledge of the receipts thereof to the payment of the bonds); and 2 4870-1197-0765.3 WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act, as approved by the qualified electors of the City, and as authorized by of Ordinance No. 6194 of the City, adopted and approved on June 4, 2019, the City has previously issued (i) its $124,425,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the “Series 2019A Bonds”), (ii) its $3,170,000 Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B (the “Series 2019B Bonds”), and (iii) its $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”); WHEREAS, the Series 2019B Bonds have been paid in full; and WHEREAS, as authorized under the provisions of Amendment 62 and the Local Government Bond Act and as approved by the qualified electors of the City, the City has now determined to issue and sell its Sales and Use Tax Capital Improvement Bonds, Series 2024, in the aggregate principal amount of not to exceed $15,000,000 (the “Series 2024 Bonds”), in order to provide funding for all or a portion of the costs of the Projects; and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2024 Bonds to Stephens Inc., Fayetteville, Arkansas (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement between the City and the Underwriter (the “Bond Purchase Agreement”) in substantially the form presented to and before this meeting; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fayetteville, Arkansas that: Section 1. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act, there is hereby authorized the issuance of bonds of the City to be designated as “Sales and Use Tax Capital Improvement Bonds, Series 2024” (the “Series 2024 Bonds”). The Series 2024 Bonds shall be issued in the original aggregate principal amount of not to exceed Fifteen Million Dollars ($15,000,000) and shall mature not later than November 1, 2033, in the principal amounts and bearing interest at the rates to be specified in the Bond Purchase Agreement. The average yield on the Series 2024 Bonds as a whole shall not exceed 5.00% per annum. Of the $15,000,000 maximum aggregate principal amount of Series 2024 Bonds hereby authorized, (i) not to exceed $10,105,000 shall be deemed to apply to the Streets Project (Question 2 on the ballot), and (ii) not to exceed $4,895,000 shall be deemed to apply to the Parks Project (Question 5 on the ballot), and the proceeds of the Series 2024 Bonds shall be allocated accordingly. The proceeds of the Series 2024 Bonds will be utilized to finance all or a po rtion of the costs of the Projects described above, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2024 Bonds. The Series 2024 Bonds shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall be subject to redemption prior to maturity, and shall contain such other terms, covenants and conditions, all as set forth in the Second Supplemental Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2024 Bonds in substantially the form thereof contained in the Second Supplemental Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute 3 4870-1197-0765.3 and deliver the Series 2024 Bonds and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Series 2024 Bonds to be accepted and authenticated by the Trustee. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Kutak Rock LLP, Little Rock, Arkansas (“Bond Counsel”), in order to complete the Series 2024 Bonds in substantially the form contained in the Second Supplemental Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2024 Bonds, their execution to constitute conclusive evidence of such approval. Section 2. In order to pay the principal of and interest on the Series 2024 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of an existing one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. Such pledge securing the Series 2024 Bonds shall be made on a parity basis with the existing pledge of such receipts in favor of the Series 2019A Bonds and the Series 2022 Bonds. The levy and collection of the Sales and Use Tax shall continue until such time as the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture (defined below) to redeem the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds in full. The City covenants and agrees that all receipts from the Sales and Use Tax will be accounted for separately as special funds on the books of the City, and receipts of said Sales and Use Tax will be deposited and will be used solely as provided in the Trust Indenture. Section 3. To prescribe the terms and conditions upon which the Series 2024 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Second Supplemental Trust Indenture (the “Second Supplemental Trust Indenture”), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the “Trustee”), and the City Clerk is hereby authorized and directed to execute and acknowledge the Second Supplemental Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the Second Supplemental Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Second Supplemental Trust Indenture supplements and amends a Trust Indenture dated as of August 1, 2019, as previously supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022, each by and between the City and the Trustee (collectively, the “Original Indenture,” and as further supplemented and amended by the Second Supplemental Trust Indenture, the “Trust Indenture”). The Second Supplemental Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of the Sales and Use Tax receipts and the terms of the Series 2024 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Second Supplemental Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Second Supplemental Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Second Supplemental Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) 4 4870-1197-0765.3 Section 4. There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto, relating to the Series 2024 Bonds. The distribution of the Preliminary Official Statement is hereby approved. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the “Official Statement,” and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons, the Mayor’s execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) Section 5. In order to prescribe the terms and conditions upon which the Series 2024 Bonds are to be sold to the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Agreement on behalf of the City, to be dated as of the date of its execution (the “Bond Purchase Agreement”), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6. In order to provide for continuing disclosure of certain financial and operating information with respect to the Sales and Use Tax and the City in compliance with the provisions of Rule 15c2-12 of the U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the “Continuing Disclosure Agreement”), by and between the City and the Trustee, and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Trustee. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) 5 4870-1197-0765.3 Section 7. The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the issuance, sale, execution and delivery of the Series 2024 Bonds and to effect the execution and delivery of the Second Supplemental Trust Indenture, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement and a Tax Compliance Agreement relating to the tax exemption of interest on the Series 2024 Bonds, and to perform all of the obligations of the City under and pursuant thereto. The Mayor and the City Clerk are further authorized and directed, for and on behalf of the City, 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. Section 8. As previously provided in the Election Ordinance, Kutak Rock LLP, Little Rock, Arkansas, is hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series 2024 Bonds. Section 9. The provisions of this Ordinance are hereby declared to be severable, and if any section, phrase or provision shall for any reason be declared to be illegal or invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions of this Ordinance. Section 10. All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. ADOPTED AND APPROVED THIS _____ DAY OF _____________, 2024. APPROVED: ATTEST: Mayor City Clerk (S E A L ) 4862-0648-8782.1 KUTAK ROCK LLP DRAFT 07/12/2024 BOND PURCHASE AGREEMENT September __, 2024 City of Fayetteville City Administration Building 113 West Mountain Fayetteville, Arkansas 72701 $15,000,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2024 Ladies and Gentlemen: On the basis of the representations, warranties and agreements and upon the terms and conditions contained herein, the undersigned, Stephens Inc. (the “Underwriter”), hereby offers to enter into this Bond Purchase Agreement (this “Bond Purchase Agreement”) with the City of Fayetteville, Arkansas (the “City”) which, upon your acceptance of this offer, will be binding upon you and upon the Underwriter. Terms not otherwise defined herein shall have the same meanings as set forth in the Indenture defined and described below. This offer is made subject to your acceptance of this Bond Purchase Agreement on or before midnight on September __, 2024. The Underwriter may withdraw this offer by written notice to the City at any time prior to its acceptance. 1. General. Upon the terms and conditions and in reliance upon the respective representations, warranties and covenants herein, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of $15,000,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2024 (the “Series 2024 Bonds”), at the purchase price (the “Purchase Price”) of $___________ (the par amount of the Series 2024 Bonds plus a net reoffering premium of $___________ and less underwriter’s discount of $__________). The Series 2024 Bonds shall be issued by the City pursuant to the provisions of the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 to the Constitution and Arkansas Code Annotated (1998 Repl. & Supp. 2023) §§14-164-301 et seq. (the “Act”). The Series 2024 Bonds will constitute special and limited obligations of the City, ratably secured solely by and payable solely from a pledge of and lien on (1) the receipts from a one percent (1.00%) city-wide sales and use tax (the “Sales and Use Tax) authorized under the Act 4862-0648-8782.1 2 and levied within the City pursuant to Ordinance No. 6216 of the City Council of the City which was adopted on December 18, 2018 (the “Election Ordinance”), which levy was approved by the voters of the City at a special election held April 9, 2019, and (2) moneys or investments on deposit in the Revenue Fund, Bond Fund and Redemption Fund established by a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022, and as supplemented and amended by a Second Supplemental Trust Indenture dated as of October 1, 2024 (as supplemented and amended, the “Indenture”), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the “Trustee”), all as more particularly described in the Indenture. The pledge of receipts from the Sales and Use Tax is made on a parity basis with the existing pledge of such receipts securing (i) the City’s Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the “Series 2019A Bonds”), and (ii) the City’s Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”). The Series 2024 Bonds shall be issued and secured pursuant to Ordinance No. ____ of the City Council of the City which was adopted on August __, 2024 (the “Authorizing Ordinance”), and pursuant to the Indenture. The Series 2024 Bonds shall have the maturities and interest rates as set forth in Exhibit A hereto. The Series 2024 Bonds shall be subject to redemption as set forth in the Indenture and in the Official Statement (hereinafter defined). The proceeds of the Series 2024 Bonds will be used (i) to pay all or a portion of the costs of certain street improvements and parks system improvements (collectively, the “2024 Project”), and (ii) to pay certain expenses in connection with the issuance of the Series 2024 Bonds. The City will undertake, pursuant to a Continuing Disclosure Agreement to be dated as of the date of delivery of the Series 2024 Bonds (the “Continuing Disclosure Agreement”), to provide certain annual financial and operating information and notices of the occurrence of certain listed events, as required by Section (b)(5)(i) of Rule 15c2 -12 under the Securities Exchange Act of 1934, as amended (the “Rule”). A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement (each hereinafter defined). Although certain of its past filings of annual financial and operating information were not made on or before the dates required by the City’s continuing disclosure undertakings, as described in the Official Statement (hereinafter defined), the City represents that all such filings have now been made through the EMMA system of the Municipal Securities Rulemaking Board and that it has undertaken steps to ensure future compliance with its continuing disclosure undertakings. In order to ensure compliance with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to the Series 2024 Bonds, the City will enter into a Tax Compliance Agreement dated as of the date of delivery of the Series 2024 Bonds (the “Tax Compliance Agreement”). 2. Bona Fide Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Series 2024 Bonds at the offering prices set forth on the inside cover of the final Official Statement described below. 4862-0648-8782.1 3 3. Delivery of Official Statement. (a) The City has previously provided the Underwriter with copies of its Preliminary Official Statement, including the cover page and the appendices thereto, dated ____________, 2024, relating to the Series 2024 Bonds (the “Preliminary Official Statement”). As of its date, the Preliminary Official Statement is “deemed final” by the City for purposes of SEC Rule 15c2-12(b)(1). The Preliminary Official Statement, as amended to conform to the terms of this Bond Purchase Agreement, including Exhibit A hereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the “Official Statement.” (b) The City agrees to deliver to the Underwriter, at such address as the Underwriter shall specify, as many copies of the final Official Statement dated September __, 2024, relating to the Series 2024 Bonds as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of the Rule (as defined above) and with Rule G-32 and Rule G-36 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such final Official Statement within seven (7) business days after the execution hereof. (c) Pursuant to the Authorizing Ordinance, the City has authorized and approved the Preliminary Official Statement and the final Official Statement, consented to their distribution and use by the Underwriter and authorized the execution of the final Official Statement by a duly authorized officer of the City. The City hereby ratifies and confirms the use of the Preliminary Official Statement by the Underwriter prior to the date hereof in connection with the public offering of the Series 2024 Bonds. (d) The Underwriter shall give notice to the City on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver final Official Statements pursuant to paragraph (b)(4) of the Rule. 4. City’s Representations and Warranties. The City represents and warrants to the Underwriter that: (a) The City is a duly organized and existing political subdivision under the Constitution and laws of the State of Arkansas (the “State”). The City is authorized by the provisions of the Act to issue the Series 2024 Bonds for the purpose of financing a portion of the costs of the 2024 Project. (b) The City has the full legal right, power and authority (i) to adopt the Election Ordinance levying the Sales and Use Tax, (ii) to adopt the Authorizing Ordinance authorizing the issuance of and sale of the Series 2024 Bonds, (iii) to enter into this Bond Purchase Agreement, the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement, (iv) to levy the Sales and Use Tax, (v) to issue, sell and deliver the Series 2024 Bonds to the Underwriter as provided herein, (vi) to pledge irrevocably the receipts of the Sales and Use Tax to the payment of the principal of, premium, if any, and interest on the Series 2024 Bonds, and (vii) to carry out and consummate all other transactions contemplated by each of the 4862-0648-8782.1 4 aforesaid documents, and the City has complied with all provisions of applicable law, including the Act, in all matters relating to such transactions. (c) The City has duly authorized (i) the execution and delivery of the Series 2024 Bonds and the execution, delivery and due performance of this Bond Purchase Agreement, the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement, (ii) the distribution and use of the Preliminary Official Statement and the execution, delivery and distribution of the final Official Statement, and (iii) the taking of any and all such actions as may be required on the part of the City to carry out, give effect to and consummate the transactions contemplated by such instruments. All consents or approvals necessary to be obtained by the City in connection with the foregoing have been received, and the consents or approvals so received remain still in full force and effect. (d) The Election Ordinance and the Authorizing Ordinance have been duly adopted by City Council of the City, are each in full force and effect and each constitutes the legal, valid and binding act of the City; and this Bond Purchase Agreement, the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement, when executed and delivered, will constitute legal, valid and binding obligations of the City, and this Bond Purchase Agreement, the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement are enforceable against the City in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally. (e) When delivered to or at the direction of the Underwriter, the Series 2024 Bonds will have been duly authorized, executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations of the City in conformity with the laws of the State of Arkansas, including the Act, and will be entitled to the benefit and security of the Authorizing Ordinance and the Indenture. (f) The City has duly approved and authorized the distribution and use of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement. (g) The information contained in the Preliminary Official Statement is, and as of the Closing Date such information in the final Official Statement will be, true and correct in all material respects, and the Preliminary Official Statement does not and the final Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) If, at any time prior to the earlier of (i) receipt of notice from the Underwriter pursuant to Section 3(d) hereof that Official Statements are no longer required to be delivered under the Rule or (ii) 25 days after the Closing Date, any event occurs as a result of which the Official Statement, as then amended or supplemented, might include an untrue statement of a material fact, or omit to state any material fact 4862-0648-8782.1 5 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City shall promptly notify the Underwriter in writing of such event. Any information supplied by the City for inclusion in any amendments or supplements to the Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Upon the request of the Underwriter therefor, the City shall prepare and deliver to the Underwriter, at the City’s expense, as many copies of an amendment or supplement to the Official Statement which will correct any untrue statement or omission therein as the Underwriter may reasonably request. (i) Neither the adoption of the Authorizing Ordinance or the Election Ordinance, the execution and delivery of this Bond Purchase Agreement, the Series 2024 Bonds, the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement or the Tax Compliance Agreement, nor the consummation of the transactions contemplated herein or therein or the compliance with the provisions hereof or thereof will conflict with, or constitute on the part of the City a violation of, or a breach of or default under, (i) any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the City is a party or by which it is bound, (ii) any provision of the Constitution of the State of Arkansas, or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the City (or the members of its City Council or any of its officers in their respective capacities as such) is subject. All consents, approvals, authorizations and orders of governmental or regulatory authorities, if any, which are required for the City’s execution and delivery of, consummation of the transactions contemplated by, and compliance with the provisions of this Bond Purchase Agreement, the Authorizing Ordinance, the Election Ordinance, the Series 2024 Bonds, the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement have been obtained. (j) Except as is specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the best knowledge of the City, threatened, which in any way questions the powers of the City referred to in subparagraph 4(b) above, or the validity of any proceeding taken by the City in connection with the issuance of the Series 2024 Bonds or the levy of the Sales and Use Tax, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Bond Purchase Agreement, or of any other document or instrument required or contemplated by the Series 2024 Bond financing, or which, in any way, could adversely affect the validity or enforceability of the Authorizing Ordinance, the Election Ordinance, the Series 2024 Bonds, the Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement or this Bond Purchase Agreement or, to the knowledge of the City, which in any way questions the exclusion from gross income of the recipients thereof of the interest on the Series 2024 Bonds for federal income tax purposes or in any other way questions the status of the Series 2024 Bonds under federal or State of Arkansas tax laws or regulations. 4862-0648-8782.1 6 (k) Any certificate signed by any official of the City and delivered to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter as to the truth of the statements therein contained. (l) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (m) The collection history with respect to the City’s Sales and Use Tax set forth in the Preliminary Official Statement under the caption entitled “HISTORICAL SALES AND USE TAX COLLECTIONS” is fair, accurate and complete. (n) The City will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Series 2024 Bonds to be applied in a manner other than as provided in the Indenture, or which would cause the interest on the Series 2024 Bonds to be includable in gross income for federal income tax purposes. 5. City’s Covenants. The City covenants with the Underwriter as follows: (a) The City will cooperate with the Underwriter in qualifying the Series 2024 Bonds for offer and sale under the securities or Blue Sky laws of such jurisdictions of the United States as the Underwriter may request; provided, however, that the City shall not be required to consent to suit or to service of process in any jurisdiction. The City consents to the use by the Underwriter in the course of its compliance with the securities or Blue Sky laws of the various jurisdictions of the documents relating to the Series 2024 Bonds, subject to the right of the City to withdraw such consent for cause by written notice to the Underwriter. (b) Prior to the earlier of (i) receipt of notice from the Underwriter pursuant to Section 3(d) hereof that final Official Statements are no longer required under the Rule or (ii) 25 days after the Closing Date, the City shall provide the Underwriter with such information regarding the City, the receipts from the Sales and Use Tax, and the current financial condition and ongoing operations of the City, all as the Underwriter may reasonably request. 6. Closing. At 10:00 a.m. Fayetteville, Arkansas time on October __, 2024, or at such other time and/or date as shall have been mutually agreed upon by the City and the Underwriter (the “Closing Date”), the City will deliver the Series 2024 Bonds, or cause the Series 2024 Bonds to be delivered, to or at the direction of the Underwriter, said Series 2024 Bonds to be in definitive form duly executed by the City and authenticated by Simmons Bank, Pine Bluff, Arkansas, as trustee (the “Trustee”), together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the Purchase Price of the Series 2024 Bonds by making a wire transfer of federal funds payable to the order of the Trustee for the account of the City. The Series 2024 Bonds shall be delivered to The Depository Trust Company in New York, New York, and the activities relating to the final execution and delivery of the 4862-0648-8782.1 7 Authorizing Ordinance, the Election Ordinance, the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement and the other documents related to the Series 2024 Bonds and the payment for the Series 2024 Bonds and the delivery of the certificates, opinions and other instruments as described in Section 8 of this Bond Purchase Agreement shall occur in the offices of Kutak Rock LLP, 124 West Capitol Avenue, Suite 2000, Little Rock, Arkansas (“Bond Counsel”), or at such other place as shall have been mutually agreed upon between the City and the Underwriter. The payment for the Series 2024 Bonds and simultaneous delivery of the Series 2024 Bonds to or at the direction of the Underwriter is herein referred to as the “Closing.” 7. Underwriter’s Right to Cancel. The Underwriter shall have the right to cancel its obligation to purchase the Series 2024 Bonds hereunder by notifying the City in writing or by telegram of its election to do so between the date hereof and the Closing, if at any time hereafter and prior to the Closing: (i) the House of Representatives or the Senate of the Congress of the United States, or a committee of either, shall have pending before it, or shall have passed or recommended favorably, legislation introduced previous to the date hereof, which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the City or by any similar body under the Election Ordinance, the Authorizing Ordinance or the Indenture or similar documents or upon interest received on obligations of the general character of the Series 2024 Bonds, or of causing interest on obligations of the general character of the Series 2024 Bonds, to be includable in gross income for purposes of federal income taxation, and such legislation, in the Underwriter’s opinion, materially adversely affects the market price of the Series 2024 Bonds; or (ii) a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported or rereported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, or be enacted or a decision by a federal court of the United States or the United States Tax Court shall have been rendered, or a ruling, release, order, regulation or official statement by or on behalf of the United States Treasury Department, the Internal Revenue Service or other governmental agency shall have been made or proposed to be made having the purpose or effect, or any other action or event shall have occurred which has the purpose or effect, directly or indirectly, of adversely affecting the federal income tax consequences of owning the Series 2024 Bonds or of any of the transactions contemplated in connection herewith, including causing interest on the Series 2024 Bonds to be included in gross income for purposes of federal income taxation, or imposing federal income taxation upon revenues or other income of the general character to be derived by the City or by any similar body under the Election Ordinance, the Authorizing Ordinance or the Indenture or similar documents or upon interest received on obligations of the general character of the Series 2024 Bonds, or the Series 2024 Bonds which, in the opinion of the Underwriter, materially adversely affects the market price of or market for the Series 2024 Bonds; or 4862-0648-8782.1 8 (iii) legislation shall have been enacted, or actively considered for enactment with an effective date prior to the Closing, or a decision by a court of the United States shall have been rendered, the effect of which is that the Series 2024 Bonds, including any underlying obligations, or the Indenture, as the case may be, is not exempt from the registration, qualification or other requirements of the Securities Exchange Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (iv) a stop order, ruling, regulation or official statement by the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Series 2024 Bonds, including any underlying obligations, or the execution and delivery of the Indenture as contemplated hereby or by the Official Statement, is or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (v) any event shall have occurred or any information shall have become known to the Underwriter which causes the Underwriter to reasonably believe that the Official Statement as then amended or supplemented includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (vi) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis, including a financial crisis, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Series 2024 Bonds; or (vii) there shall be in force a general suspension of trading on the New York Stock Exchange, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Series 2024 Bonds; or (viii) a general banking moratorium shall have been declared by federal, New York or State authorities; or (ix) any proceeding shall be pending or threatened by the Securities and Exchange Commission against the City; or (x) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or (xi) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Series 2024 Bonds or obligations of the general character of the Series 2024 Bonds, any material restrictions not now in force, or 4862-0648-8782.1 9 increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of the Underwriter. 8. Conditions to Underwriter’s Obligations. The obligation of the Underwriter to purchase the Series 2024 Bonds shall be subject (a) to the performance by the City of its obligations to be performed hereunder at and prior to the Closing, (b) to the accuracy of the representations and warranties of the City herein as of the date hereof and as of the time of the Closing, and (c) to the following conditions, including the delivery by the City of such documents as are enumerated herein in form and substance satisfactory to the Underwriter: (a) The Series 2024 Bonds shall have been duly authorized, executed and delivered in the forms approved by the City in the Indenture with only such changes therein as the Underwriter and the City shall mutually agree upon, which shall in all instances be as described in the final Official Statement; (b) At the time of Closing, (i) the Official Statement, this Bond Purchase Agreement, the Second Supplemental Trust Indenture, the Authorizing Ordinance, the Election Ordinance, the Continuing Disclosure Agreement and the Tax Compliance Agreement shall be in full force and effect and shall not have been amended, modified or supplemented from the date hereof, except as may have been agreed to in writing by the Underwriter, (ii) the proceeds of the sale of the Series 2024 Bonds and other funds shall be deposited and applied as described in the Second Supplemental Trust Indenture, (iii) no default or event of default under the Indenture shall have occurred and be continuing, and (iv) no material adverse change affecting the City or the Sales and Use Tax shall have occurred, nor shall any development involving a prospective and material adverse change in, or affecting the business, financial condition, results of operations, prospects or properties of the City have occurred; (c) Receipt of fully executed originals of the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement at or prior to the Closing; (d) At or prior to the Closing, the Underwriter shall receive the following documents in such number of counterparts as shall be mutually agreeable to the Underwriter and Bond Counsel: (1) A final approving opinion of Bond Counsel, dated the Closing Date, in substantially the form set forth in Exhibit C hereto; (2) A supplemental opinion of Bond Counsel, addressed to the City, the Trustee and the Underwriter and dated the Closing Date, in substantially t he form set forth in Exhibit D hereto; (3) The Official Statement executed by a duly authorized officer of the City; 4862-0648-8782.1 10 (4) Certified copies of the Authorizing Ordinance and the Election Ordinance and all other ordinances and resolutions of the City relating to the Series 2024 Bonds; (5) Certified copies of the Notice of Election and Mayor’s Proclamation of Election Results, together with proofs of publication thereof; (6) Photocopies of the Series 2024 Bonds as executed and delivered; (7) A letter from S&P Global Ratings, a business unit of Standard & Poor’s Financial Services, LLC, to the effect that the Series 2024 Bonds have been assigned a rating of no less than “AA-” (stable outlook), which rating shall be in effect as of the Closing Date; (8) A certificate, in form and substance satisfactory to the Underwriter, of any duly authorized officer or official of the City satisfactory to the Underwriter, dated as of the Closing Date, to the effect that: (i) each of the City’s representations, warranties and covenants contained herein are true and correct as of the Closing Date; (ii) the City has duly adopted the Authorizing Ordinance and the Election Ordinance by all action necessary under the Act and the laws and Constitution of the State of Arkansas, and has duly authorized the execution, delivery and due performance of the Series 2024 Bonds, the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement, the Official Statement and this Bond Purchase Agreement; (iii) no litigation is pending, or to the knowledge of the officer or official of the City signing the certificate after due investigation and inquiry, threatened, to restrain or enjoin the issuance or sale of the Series 2024 Bonds or in any way affecting any authority for or the validity of the Series 2024 Bonds, the Sales and Use Tax, the Official Statement, the Authorizing Ordinance, the Election Ordinance, the Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement, or this Bond Purchase Agreement; (iv) the Series 2024 Bonds, the Second Supplemental Trust Indenture, this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Tax Compliance Agreement, as executed and delivered by the City, are in the form or in substantially the form approved for such execution by appropriate proceedings of the City; (v) since December 31, 2023, there has not been any material adverse change in the financial condition or results of operations of the City whether or not arising in the ordinary course of business, other than as set forth in the Official Statement; (vi) neither the Authorizing Ordinance nor the Election Ordinance have been amended, modified or repealed as of the Closing Date, and the Authorizing Ordinance and the Election Ordinance remain in full force and effect; (vii) none of the proceedings of the City taken preliminary to the issuance of the Series 2024 Bonds, as certified in such certificate, including the levy of the Sales and Use Tax, have been in any manner repealed, amended or changed; (viii) the City has complied in all respects with the provisions of the Act and has full legal right, power and authority to levy the Sales and Use Tax and to issue the Series 2024 Bonds for the purposes stated in the Act and to enter into this Bond Purchase 4862-0648-8782.1 11 Agreement, to adopt the Authorizing Ordinance and the Election Ordinance, to issue, sell and deliver the Series 2024 Bonds as provided in this Bond Purchase Agreement, and to carry out and consummate all other transactions contemplated by this Bond Purchase Agreement, the Authorizing Ordinance, the Election Ordinance, the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement; (ix) neither the Official Statement nor any amendment or supplement thereto contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; and (x) to the best knowledge of the officer or official of the City signing the certificate, no event affecting the City or the Sales and Use Tax has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is used that is necessary to disclose therein in order to make the statements and information therein not misleading in any respect; (9) An opinion of Kit Williams, Esq., City Attorney, dated the Closing Date and addressed to the Underwriter, Bond Counsel and the Trustee, to the effect that (i) the City is a duly organized and validly existing political subdivision and city of the first class, organized under the laws of the State of Arkansas, with full power and authority to adopt the Authorizing Ordinance and Election Ordinance, to levy the Sales and Use Tax, and to execute and deliver the Series 2024 Bonds, the Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement and this Bond Purchase Agreement; (ii) the City has duly approved the Preliminary Official Statement and the Official Statement; (iii) the Authorizing Ordinance and the Election Ordinance have been duly adopted by the City by all action necessary under the Act and the laws and Constitution of the State of Arkansas, and each remains in full force and effect; (iv) the Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement and this Bond Purchase Agreement have been duly authorized, approved, executed and delivered by the City and, subject to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally, constitute valid and binding agreements of the City enforceable in accordance with their terms; (v) the information in the Official Statement under the captions “THE PROJECTS,” “THE CITY” and “LEGAL MATTERS” (apart from financial or statistical data contained or incorporated therein, as to which no view need be expressed) is fair, accurate and complete and does not omit any matter which, in such counsel’s opinion, for the purposes for which the Official Statement is to be used, should be included or referred to therein; (vi) excepting those matters discussed in the Official Statement, there is no action, suit or proceeding at law or in equity before or by any court, public board or body, pending or threatened, against or affecting the City, challenging the validity of the transactions contemplated by the Official Statement or the validity of the Series 2024 Bonds, the Sales and Use Tax, the Authorizing Ordinance, the Election Ordinance, the Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement or this Bond Purchase Agreement and, to the best of such counsel’s knowledge, there is no investigation, 4862-0648-8782.1 12 pending or threatened, and no threatened action, suit or proceeding involving any of the matters hereinabove mentioned in this clause (vi); (vii) the execution and delivery of the Authorizing Ordinance, the Election Ordinance, the Second Supplemental Trust Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement and this Bond Purchase Agreement, and compliance with the provisions hereof and thereof, under the circumstances contemplated hereby and thereby, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or any existing law, regulation, court order or consent decree to which the City is subject; and (viii) based upon the examinations which such counsel has made as counsel to the City, which shall be specified, nothing has come to such counsel’s attention which would lead such counsel to believe that the Official Statement (except for the financial statements and other financial data included in the Official Statement, as to which no view need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (10) Evidence that Federal Form 8038-G has been executed by the City and is ready for filing with the Internal Revenue Service; (11) Evidence that, except as disclosed in the Official Statement, all necessary approvals, whether legal or administrative, have been obtained from applicable federal, state and local entities and agencies; and (12) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter and Bond Counsel may reasonably request to evidence compliance by the City with legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the City herein contained and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Bond Purchase Agreement, or if the obligation of the Underwriter to purchase and accept delivery of the Series 2024 Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder; except that the respective obligations to pay expenses, as provided in Section 12 hereof, shall continue in full force and effect. 9. Conditions to Obligations of the City. The obligations of the City hereunder are subject to the performance by the Underwriter of its obligations hereunder. 10. Survival. All representations, warranties and agreements of the City shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of 4862-0648-8782.1 13 the Underwriter, and shall survive the Closing. The obligations of the City under Sections 11 or 12 hereof shall survive any termination of this Bond Purchase Agreement by the Underwriter pursuant to the terms hereof. 11. Indemnification. The City, to the extent permitted by law, agrees to indemnify and hold harmless the Underwriter, each member, officer, director, partner or employee of the Underwriter and each person who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively called the “Indemnified Parties”), against any and all losses, claims, damages, liabilities or expenses (including any legal or other expenses incurred by an Indemnified Party in connection with investigating any claims against an Indemnified Party and defending any actions) whatsoever caused by any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in the Official Statement or caused by any omission or alleged omission from the Official Statement of any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading insofar as such losses, claims, damages, liabilities or expenses are caused by any such untrue or misleading statement or omission or alleged untrue or misleading statement or omission in the information contained in the Official Statement; provided, however, that the City shall not be liable to an Indemnified Party in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any of such documents in reliance upon and in conformity with written information furnished to the City by the Underwriter specifically for use therein. No Indemnified Parties shall be indemnified hereunder for any losses, claims, damages or liabilities resulting from the negligence or misconduct of such Indemnified Parties. In case any action shall be brought against one or more of the Indemnified Parties based upon the Official Statement and in respect of which indemnity may be sought against the City, the Indemnified Parties shall promptly notify the City in writing, and, to the extent permitted by law, the City shall promptly assume the defense thereof, including the employment of counsel, the payment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless employment of such counsel has been specifically authorized by the City. The City shall not be liable for any settlement of any such action effected without its consent by any of the Indemnified Parties, but if settled with the consent of the City, the City agrees to indemnify and hold harmless the Indemnified Parties to the extent provided in this Bond Purchase Agreement and to the extent permitted by law. 12. Payment of Expenses. The City will pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Bond Purchase Agreement, including, but not limited to, expenses of mailing or delivery of the Series 2024 Bonds, legal publication costs, costs for obtaining CUSIP numbers on the Series 2024 Bonds, fees payable to The Depository Trust Company relating to the Series 2024 Bonds, Federal Funds charges, costs of printing the Series 2024 Bonds, the Preliminary and final Official Statements, or any amendment or supplement to the Preliminary or final Official Statement, fees and disbursements of Bond Counsel, accountants’ fees and expenses, any fees charged by investment rating 4862-0648-8782.1 14 agencies for the rating of the Series 2024 Bonds, bond insurance premiums, if any, fees of the Trustee and any paying agent fees, and any fees and disbursements in connection with the qualification of the Series 2024 Bonds for sale under the securities or “Blue Sky” laws of the various jurisdictions and the preparation of “Blue Sky” memoranda. In the event this Bond Purchase Agreement shall terminate because of the default of the Underwriter, the City will, nevertheless, pay, or cause to be paid, all of the expenses specified above. The Underwriter shall pay all advertising expenses in connection with the public offering of the Series 2024 Bonds, and all other expenses incurred by it in connection with the public offering and distribution of the Series 2024 Bonds, including the fees and expenses of any counsel retained by the Underwriter. If the City defaults under this Bond Purchase Agreement, the Underwriter may bring whatever legal action it may have against the City to recover damages, if any, incurred by the Underwriter. 13. Establishment of Issue Price. (a) The Underwriter agrees to assist the City in establishing the issue price of the Series 2024 Bonds and shall execute and deliver to the City at Closing an “issue price” or similar certificate, together with supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2024 Bonds. (b) Except as otherwise set forth in Exhibit A attached hereto, the City will treat the first price at which 10% of each maturity of the Series 2024 Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates appl y within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City the price or prices at which the Underwriter has sold to the public each maturity of the Series 2024 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2024 Bonds, the Underwriter agrees to promptly report to the City the prices at which Series 2024 Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) all the Series 2024 Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Series 2024 Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, the City or Bond Counsel. [Subsection (c) below shall apply only if the Underwriter agrees to apply the hold-the- offering-price rule, as described below.] [(c) The Underwriter confirms it has offered the Series 2024 Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2024 Bonds for which the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold -the- offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any 4862-0648-8782.1 15 maturity of the Series 2024 Bonds, the Underwriter will neither offer nor sell unsold Series 2024 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the date of the earlier of the following: (1) the close of business on the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2024 Bonds to the public at a price that is no higher than the initial offering price to the public. Upon the written request of the City, the Underwriter shall advise the City promptly after the close of the fifth (5th) business day after the sale date whether the Underwriter has sold 10% of that maturity of the Series 2024 Bonds to the public at a price that is no higher than the initial offering price to the public.] (d) The Underwriter confirms that: (i) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which Underwriter is a party) relating to the initial sale of the Series 2024 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Series 2024 Bonds of each maturity allotted to it, whether or not the Closing Date has occurred, until either all Series 2024 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Series 2024 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the- offering-price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires; and (B) to promptly notify the Underwriter of any sales of the Series 2024 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2024 Bonds to the public (each such term being used as defined below); and (C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, the Underwriter shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public. (ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Series 2024 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial 4862-0648-8782.1 16 sale of the Series 2024 Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2024 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all the Series 2024 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or such underwriter or dealer that the 10% test has been satisfied as to the Series 2024 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or such underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representation set forth in this Section, the Underwriter will rely on (i) the agreement of each underwriter to comply with the requirements for establishing issue price of the Series 2024 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2024 Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 2024 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2024 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2024 Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a member of a selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Series 2024 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2024 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2024 Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Series 2024 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2024 Bonds, and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2024 Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Series 2024 Bonds. (f) The Underwriter acknowledges that sales of any Series 2024 Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2024 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 13. Further, for purposes of this Section 13: (i) “maturity” means Series 2024 Bonds with the same credit and payment terms. Series 2024 Bonds with different maturity dates, or Series 2024 Bonds with the same maturity date but different stated interest rates, are treated as separate maturities; 4862-0648-8782.1 17 (ii) “public” means any person other than an underwriter or a related party; (iii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2024 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2024 Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Series 2024 Bonds to the public); (iv) a purchaser of any of the Series 2024 Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of the other), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profits interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one party of the other); and (v) “sale date” means the date of execution of this Bond Purchase Agreement by all parties. Section 14. Arm’s Length Transaction. The City acknowledges and agrees that (i) the purchase and sale of the Series 2024 Bonds pursuant to this Bond Purchase Agreement is an arm’s length commercial transaction between the City and the Underwriter; in connection with such transaction, including the process leading thereto, the Underwriter is acting solely as principal hereunder and not as an agent of or fiduciary to the City; (iii) the Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering of the Series 2024 Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the City on other matters), nor has it assumed any other obligation to the City except the obligations expressly set forth in this Bond Purchase Agreement; (iv) the Underwriter has financial and other interests that differ from those of the City; and (v) the City has consulted its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Series 2024 Bonds. 15. Notices. Any notice or other communication to be given to the City under this Bond Purchase Agreement may be given by delivering the same in writing to the Mayor at the address set forth above, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Stephens Inc., 111 Center Street, Little Rock, AR 72201, Attention: Ms. Leigh Ann Biernat. 16. Nonassignability. This Bond Purchase Agreement is made solely for the benefit of the City and the Underwriter (including any successor or assign of the Underwriter), and no other person, including any purchaser of the Series 2024 Bonds, shall acquire or have any right hereunder or by virtue hereof. 4862-0648-8782.1 18 17. Applicable Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. 18. Counterparts. This Bond Purchase Agreement shall become effective upon your acceptance hereof and may be executed in counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Very truly yours, STEPHENS INC. By: Authorized Representative Accepted and agreed to as of the date first above written: CITY OF FAYETTEVILLE, ARKANSAS By: Title: Mayor A-1 4862-0648-8782.1 EXHIBIT A MATURITY SCHEDULE (November 1) Maturity Principal Amount(1) Interest Rate Yield Price 2025 $ % % % 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 _______________________________ (1) All maturities are General Rule maturities. (2) Mandatory sinking fund redemption. B-1 4862-0648-8782.1 EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE $15,000,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2024 The undersigned, as representative of Stephens Inc., as underwriter (the “Purchaser”) of the above-captioned bonds (the “Bonds”), hereby certifies as set forth below with respect to the sale and issuance of the Bonds. 1. Sale of the Bonds. As of the date of this Certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule 1. 2. Defined Terms. (a) Issuer means the City of Fayetteville, Arkansas. (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a Related Party (as such terms are defined below) to an Underwriter. (d) A purchaser of any of the Bonds is a Related Party to any Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this Certificate are limited to factual matters only. Nothing in this Certificate represents the Purchaser’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax B-2 4862-0648-8782.1 Compliance Agreement and with respect to compliance with the federal income tax rules affecting the Bonds, and by Kutak Rock LLP, Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. STEPHENS INC. By:_______________________________________ Title: Dated: October __, 2024 S-1-1 4862-0648-8782.1 SCHEDULE 1 SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES $15,000,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2024 (November 1) Maturity Principal Amount(1) Interest Rate Yield Price 2026 $ % % % 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 _______________________________ (1) All maturities are General Rule maturities. (2) Mandatory sinking fund redemption. S-2-1 4862-0648-8782.1 SCHEDULE 2 PRICING WIRE OR EQUIVALENT COMMUNICATION (To be attached) C-1 4862-0648-8782.1 EXHIBIT C PROPOSED FORM OF BOND COUNSEL APPROVING OPINION Upon delivery of the Series 2024 Bonds in definitive form, Kutak Rock LLP, Little Rock, Arkansas, proposes to deliver its approving opinion in substantially the following form: ___________, 2024 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Little Rock, Arkansas $15,000,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2024 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 $15,000,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2024 (the “Series 2024 Bonds”). The Series 2024 Bonds are being issued pursuant to the provisions of the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and Arkansas Code Annotated (1998 Repl. & Supp. 2023) §§14-164-301 et seq. (as from time to time amended, the “Local Government Bond Act”), pursuant to Ordinance No. ____ of the City, duly adopted and approved on August __, 2024 (the “Authorizing Ordinance”), and pursuant to a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022, and as supplemented and amended by a Second Supplemental Trust Indenture dated as of October 1, 2024 (as supplemented and amended, the “Indenture”), by and between the City and Simmons Bank, 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 indebtedness by the City, with respect to the nature and extent of the security for the Series 2024 Bonds, the rights, duties and obligations of the City, the Trustee and the Holders of the Series 2024 Bonds, and the terms upon which the Series 2024 Bonds are issued and secured. C-2 4862-0648-8782.1 At a special election held April 9, 2019, called in accordance with the Local Government Bond Act pursuant to Ordinance No. 6216 of the City, adopted on December 18, 2018 (the “Election Ordinance”), the issuance of capital improvement bonds secured by the Sales and Use Tax (as defined in the Indenture) was approved by a majority of the qualified electors of the City voting on each of the ten questions set forth on the ballot in the respective principal amounts and for the specified purposes therein described. 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 status and valid existence of the City, the power of the City to adopt the Election Ordinance and the Authorizing Ordinance and to enter into and perform its obligations under the Indenture, the valid adoption of the Election Ordinance and the Authorizing Ordinance, and the due authorization, execution and delivery of the Indenture by the City, and with respect to the Indenture being 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 Election Ordinance, 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 State of Arkansas. Pursuant to the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and the Local Government Bond Act, the City is empowered to adopt the Election Ordinance and the Authorizing Ordinance, to execute and deliver the Indenture, to perform the agreements on its part contained therein, and to issue the Series 2024 Bonds. 2. The Authorizing Ordinance has been duly adopted by the City and constitutes a valid 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 valid and binding obligation of the City enforceable upon the City in accordance with its terms. 4. The Series 2024 Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City payable from and secured by a valid lien on and pledge of the Trust Estate (as defined in the Indenture), including receipts of the Sales and Use Tax (as defined in the Indenture), in the manner and to the extent provided in the Indenture. Such lien and pledge are made on a parity basis with the existing lien and pledge of the Trust Estate securing (i) the City’s Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A, and (ii) the City’s Sales and Use Tax Capital Improvement Bonds, Series 2022. The City is duly authorized to pledge such Trust Estate, and no further action on the part of the City or any other party is required to perfect the same or the interest of the owners of the Series 2024 Bonds therein. C-3 4862-0648-8782.1 5. The Sales and Use Tax has been validly adopted in accordance with the Constitution and laws of the State of Arkansas, including Amendment 62 and the Local Government Bond Act, and may be validly pledged to secure the Series 2024 Bonds. 6. Interest on the Series 2024 Bonds (including any original issue discount properly allocable to the owner of a Series 2024 Bond) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax imposed on individuals. The opinions described in the preceding sentence assume the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be met subsequent to the issuance of the Series 2024 Bonds. Failure to comply with such requirements could cause interest on the Series 2024 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2024 Bonds. The City has covenanted to comply with such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Series 2024 Bonds. 7. The interest on the Series 2024 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. 8. The Series 2024 Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended, in connection with the offer and sale of the Series 2024 Bonds. It is to be understood that the rights of the registered owners of the Series 2024 Bonds and the enforceability of the Series 2024 Bonds, the Authorizing Ordinance and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights 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, D-1 4862-0648-8782.1 EXHIBIT D PROPOSED FORM OF BOND COUNSEL SUPPLEMENTAL OPINION ______________, 2024 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Little Rock, Arkansas $15,000,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2024 Ladies and Gentlemen: This opinion supplements our bond approving opinion, dated the date hereof, relating to the above-captioned bonds (the “Series 2024 Bonds”). Except as otherwise defined herein, the terms used herein shall have the meanings prescribed for them in said opinion. 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 Indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. In addition to the documents specifically mentioned in the approving opinion, in connection with this opinion we have also examined: (a) An executed counterpart of the Bond Purchase Agreement dated September __, 2024 (the “Bond Purchase Agreement”), by and between the City and Stephens Inc., as underwriter (the “Underwriter”); (b) An executed counterpart of the Continuing Disclosure Agreement dated October __, 2024 (the “Disclosure Agreement”), by and between the City and Simmons Bank, as dissemination agent (the “Dissemination Agent”); (c) An executed counterpart of the Tax Compliance Agreement dated October __, 2024 (the “Tax Compliance Agreement”), by and between the City and the Trustee; and D-2 4862-0648-8782.1 (d) The Official Statement dated September __, 2024, with respect to the Series 2024 Bonds (the “Official Statement”). Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows: 1. The Bond Purchase Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Underwriter, the Bond Purchase Agreement constitutes the valid and binding agreement of the City enforceable in accordance with its terms. 2. The Disclosure Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Dissemination Agent, the Disclosure Agreement constitutes the valid and binding agreement of the City enforceable in accordance with its terms. 3. The Tax Compliance Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Trustee, the Tax Compliance Agreement constitutes the valid and binding agreement of the City enforceable in accordance with its terms. 4. To the best of our knowledge, there is no litigation or other proceeding pending or threatened in any court, agency or other administrative body (either State or Federal) which could have a material adverse effect on (a) the financial condition of the City, (b) the ability of the City to perform its obligations under the Authorizing Ordinance, the Indenture, the Bond Purchase Agreement, the Disclosure Agreement or the Tax Compliance Agreement (collectively, the “Related Documents”), (c) the security for the Series 2024 Bonds, or (d) the transactions contemplated by the Related Documents. 5. Nothing has come to our attention which would cause us to believe that, as of the date hereof, the Official Statement (excluding financial and statistical data and information which is contained or incorporated in the Official Statement, as to which no view is expressed) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The enforceability of the respective obligations of the parties to the documents and other items described above, and the availability of certain rights and remedies provided for therein, may be limited by bankruptcy, receivership, insolvency, reorganization, moratorium, marshalling or other similar statutes or rules of law affecting creditors' rights and remedies, to general principles of equity and to the discretion of any court in granting any relief or issuing any order, whether the proceeding is considered a proceeding at law or equity. In particular, the right to indemnification under any of the documents or other items described above may be limited by federal of state securities laws or by the public policy underlying such laws. D-3 4862-0648-8782.1 This opinion is being rendered to you solely for your use and benefit and may not be relied upon in any manner, nor used, by any other person. Very truly yours, PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER __, 2024 NEW ISSUE *RATING: S&P “___” (_____ outlook) BOOK-ENTRY ONLY In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Series 202 4 Bonds (including any original issue discount properly allocable to the owner of a Series 2024 Bond) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax imposed on individuals. Interest on the Series 2024 Bonds may affect the federal alternative minimum tax imposed on certain corporations. Under existing laws, regulations, rulings and judicial decisions, Bond Counsel is of the opinion that the Series 2024 Bonds and the interest thereon are exempt from all state, county and municipal taxes in the State of Arkansas. For a more complete description, see the caption “TAX MATTERS” herein . $15,000,000** CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BONDS SERIES 2024 Dated: Date of Delivery Due: November 1, as shown on inside front cover The Sales and Use Tax Capital Improvement Bonds, Series 2024 (the “Series 2024 Bonds”), are being issued by the City of Fayetteville, Arkansas (the “City”) for the purpose of (i) financing a portion of the costs of various capital improvements in the City, and (ii) paying certain expenses in connection with the issuance of the Series 2024 Bonds. See the captions “ESTIMATED SOURCES AND USES OF FUNDS” and “THE PROJECTS” herein. The Series 2024 Bonds are issuable only as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, to which principal, premium, if any, and interest payments on the Series 2024 Bonds will be made so long as Cede & Co. is the registered owner of the Series 2024 Bonds. Individual purchases of the Series 2024 Bonds will be made only in book-entry form, in denominations of $5,000 or integral multiples thereof. Individual purchasers (“Beneficial Owners”) of Series 2024 Bonds will not receive physical delivery of bond certificates. See the caption “BOOK-ENTRY ONLY SYSTEM” herein. The Series 2024 Bonds shall bear interest from the date of their delivery, payable on May 1 and November 1 of each year, commencing May 1, 2025. All such interest payments shall be payable to the person s in whose name such Series 2024 Bonds are registered on the bond registration books maintained by Simmons Bank, Pine Bluff, Arkansas as trustee (the “Trustee”), as of the fifteenth day of the calendar month preceding the calendar month in which the applicable interest payment date falls. Principal of and premium, if any, on the Series 2024 Bonds shall be payable at the principal corporate trust office of the Trustee. So long as DTC or its nominee is the registered own er of the Series 2024 Bonds, disbursement of such payments to DTC Participants is the responsibility of DTC, and the disbursement of such payments to Beneficial Owners is the responsibility of DTC Participants or Indirect Participants, as more fully described herein. Pursuant to a Trust Indenture dated as of August 1, 2019, as supplemented and amended by First Supplemental Trust Indenture dated as of June 1, 2022, and by a Second Supplemental Trust Indenture dated as of October 1, 2024 (as supplemented and amended, the “Indenture”), between the City and the Trustee, the payment of the principal of, premium, if any, and interest on the Series 2024 Bonds is secured by a pledge of the receipts from a one percent (1.00%) city-wide sales and use tax (the “Sales and Use Tax”). Such pledge is made on a parity basis with the existing pledge of receipts of the Sale and Use Tax securing (i) $24,620,000 outstanding principal amount of the City’s Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the “Series 2019A Bonds”), and (ii) $68,440,000 outstanding principal amount of the City’s Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”) . See the caption “SECURITY FOR THE BONDS” herein. The Series 2024 Bonds are subject to mandatory redemption prior to maturity as more fully described herein under the caption “THE SERIES 2024 BONDS - Redemption.” The Series 2024 Bonds are special obligations of the City secured by and payable solely from receipts of the Sales and Use Tax. The Series 2024 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Series 2024 Bonds shall not directly, indirectly or contingently obligate the City to levy or pledge any taxes whatsoever or to make any appropriation for the payment of the Series 2024 Bonds, except as described herein with respect to the Sales and Use Tax. The Series 2024 Bonds are offered when, as and if issued by the City and are subject to the final approving opinion of Kutak Rock LLP, Little Rock, Arkansas, Bond Counsel. Certain matters will be passed upon for the City by its counsel, Kit Williams, Esq., City Attorney. It is expected that the Series 2024 Bonds will be available for delivery in New York, New York, on or about October 15, 2024. The date of this Official Statement is September __, 2024. * See the caption “RATING” herein. ** Preliminary; subject to change. Th i s P r e l i m i n a r y O f f i c i a l S t a t e m e n t a n d t h e i n f o r m a t i o n c o n t a i n e d h e r e i n a r e s u b j e c t t o c o m p l e t i o n o r a m e n d m e n t . T h e s e s e c u r it i e s m a y n o t b e s o l d n o r m a y o f f e r s t o b u y b e a c c e p t e d p r i o r t o t h e t i m e t h e O f f i c i a l S t a t e m e n t i s de l i v e r e d i n f i n a l f o r m . U n d e r n o c i r c u m s t a n c e s s h a l l t h i s P r e l i m i n a r y O f f i c i a l S t a t e m e n t c o n s t i t u t e a n o f f e r t o s e l l o r a s ol i c i t a t i o n o f a n o f f e r t o b u y n o r s h a l l t h e r e b e a n y s a l e o f t h e s e s e c u r i t i e s i n a n y j u r i s d i c t i o n i n w h i c h su c h o f f e r , s o l i c i t a t i o n o r s a l e w o u l d b e u n l a w f u l p r i o r t o r e g i s t r a t i o n o r q u a l i f i c a t i o n u n d e r t h e s e c u r i t i e s l a w s o f a n y s u c h j u r i s d i c t i o n . MATURITY SCHEDULE* Maturity (November 1) Principal Amount Interest Rate Yield CUSIP** 2025 $ % % 2026 2027 2028 2029 2030 2031 2032 $_________ ___% Terms Bonds due November 1, 20__ – Yield ____% CUSIP: __________** ____________________________________ * Preliminary; subject to change. ** CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the registered owners of the Series 2024 Bonds. The City and the Underwriter are not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness by the City on the Series 2024 Bonds and by the Underwriter on the Series 2024 Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2024 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2024 Bonds. CITY OF FAYETTEVILLE, ARKANSAS Issuer City Council Lioneld Jordan, Mayor Scott Berna Sarah Bunch Holly Hertzberg D’Andre Jones Sarah Moore Robert Stafford Teresa Turk Mike Wiederkehr Paul Becker, Finance Director Kara Paxton, City Clerk Kit Williams, City Attorney SIMMONS BANK Pine Bluff, Arkansas Trustee and Paying Agent KUTAK ROCK LLP Little Rock, Arkansas Bond Counsel STEPHENS INC. Fayetteville, Arkansas Underwriter No dealer, broker, salesman or other person has been authorized by the City or by Stephens Inc. (the “Underwriter”) to give any information or to make any representations, other than those con tained herein; and, if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to b uy, nor shall there be any sale of any Series 2024 Bonds in any jurisdiction in which such offer is not authorized, or in which the person making such offer, solicitation or sale is not qualified to do so, or to any person to whom it is unlawful to make such offer, solicitation or sale. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. THE SERIES 2024 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE TRUST INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION CONTAINED IN SUCH LAWS. CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM THE CITY, THE DEPOSITORY TRUST COMPANY AND OTHER SOURCES WHICH ARE BELIEVED TO BE RELIABLE. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTI ON, BUT THE UNDERWRITER DOES NOT GUARANTY THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2024 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Page Introductory Statement ......................................................................................................................................... 1 The Series 2024 Bonds ......................................................................................................................................... 2 Security for the Bonds .......................................................................................................................................... 4 Book-Entry Only System ...................................................................................................................................... 5 The Projects .......................................................................................................................................................... 7 Historical Sales and Use Tax Collections ............................................................................................................. 8 Estimated Sources and Uses of Funds .................................................................................................................. 9 Estimated Debt Service Requirements ................................................................................................................. 9 Estimated Debt Service Coverage ........................................................................................................................ 10 Projected Mandatory Redemptions ....................................................................................................................... 11 The City ................................................................................................................................................................ 12 The Sales and Use Tax ........................................................................................................................................... 14 Summary of the Indenture .................................................................................................................................... 15 Summary of the Continuing Disclosure Agreement ............................................................................................. 20 Underwriting ......................................................................................................................................................... 23 Tax Matters ........................................................................................................................................................... 23 Rating .................................................................................................................................................................... 25 Legal Matters ........................................................................................................................................................ 25 Miscellaneous ....................................................................................................................................................... 25 Accuracy and Completeness of Official Statement .............................................................................................. 25 APPENDIX A - Form of Bond Counsel Opinion ................................................................................................. A-1 APPENDIX B - Definitions of Certain Terms ..................................................................................................... B-1 APPENDIX C - The Sales and Use Tax ............................................................................................................... C-1 OFFICIAL STATEMENT $15,000,000* CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BONDS SERIES 2024 INTRODUCTORY STATEMENT The following introductory statement is subject in all respects to the more complete information set forth in this Official Statement. All descriptions and summaries of documents hereinafter set forth are qualified in their entirety by reference to each such document. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in “Appendix B -- DEFINITIONS OF CERTAIN TERMS”. This Official Statement, including the cover page and the Appendices hereto, is furnished in connection with the offering by the City of Fayetteville, Arkansas (the “City”) of its Sales and Use Tax Capital Improvement Bonds, Series 2024, in the principal amount of $15,000,000* (the “Series 2024 Bonds”). The City is a city of the first class organized and existing under the laws of the State of Arkansas (the “State”). The City is authorized under Amendment 62 to the Constitution of the State (“Amendment 62”) and Arkansas Code Annotated (1998 Repl. & 2023 Supp.) §§14-164-301 et seq. (as from time to time amended, the “Act”), to issue and sell bonds for the purpose of financing and refinancing the cost of capital improvements of a public nature. The Series 2024 Bonds are to be issued by the City pursuant to Amendment 62, the Act and Ordinance No. ____, adopted and approved on August __, 2024 (the “Authorizing Ordinance”), for the purpose of (i) financing all or a portion of the costs of certain street improvements and parks system improvements, and (ii) paying certain expenses in connection with the issuance of the Series 2024 Bonds. See the captions “ESTIMATED SOURCES AND USES OF FUNDS” and “THE PROJECTS” herein. The Series 2024 Bonds are not general obligations of the City, but are special obligations payable solely from and secured by a pledge of the receipts of a special city-wide sales and use tax levied pursuant to the Act at the rate of one percent (1.00%) (the “Sales and Use Tax”). Such pledge shall be made on a parity basis with the existing pledge of receipts of the Sales Tax securing (i) $24,620,000 outstanding principal amount of the City’s Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the “S eries 2019 Bonds”), and (ii) $68,440,000 outstanding principal amount of the City’s Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”). The Series 2019A Bonds, Series 2022 Bonds, Series 2024 Bonds and any Additional Bonds subsequently issued by the City pursuant to the Indenture (defined below) will be secured on a parity basis. See the captions “THE 2024 BONDS – Additional Bonds,” “SECURITY FOR THE BONDS,” “HISTORICAL SALES AND USE TAX COLLECTIONS,” and “RATING” herein. The faith and credit of the City are not pledged to the payment of the Series 2024 Bonds, and the Series 2024 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Series 2024 Bonds shall not directly, indirectly or contingently obligate the City to levy or pledge any taxes whatsoever or to make any appropriation for the payment of the Series 2024 Bonds, except as described herein with respect to the Sales and Use Tax. The Series 2024 Bonds are subject to redemption from excess moneys in the Project Fund following completion of the portions of the Projects to be financed with proceeds of the Series 202 4 Bonds. The Series 2024 Bonds are also subject to redemption from Surplus Tax Receipts. “THE SERIES 2024 BONDS – Redemption” and “PROJECTED MANDATORY REDEMPTIONS” herein. Pursuant to the provisions of a Continuing Disclosure Agreement dated as of the date of delivery of the Series 2024 Bonds, by and between the City and Simmons Bank, Pine Bluff, Arkansas, as dissemination agent (the “Continuing Disclosure Agreement”), the City has undertaken certain obligations with respect to providing ongoing disclosure of certain financial and operating data concerning the City and the Sales and Use Tax and of the occurrence of certain listed events. See the caption “SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT” herein. _________________________________ * Preliminary; subject to change. 2 This Official Statement contains brief descriptions or summaries of, among other matters, the City, the Series 2024 Bonds, the Sales and Use Tax, the Continuing Disclosure Agreement, and the Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture date d as of June 1, 2022, and by a Second Supplemental Trust Indenture dated as of October 1, 2024 (as supplemented and amended, the “Indenture”), each by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the “Trustee”), pursuant to which the Series 2024 Bonds are issued and secured. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Indenture and the Continu ing Disclosure Agreement are qualified in their entirety by reference to each such document, and all references to the Series 2024 Bonds are qualified in their entirety by reference to the definitive form thereof and the information with respect thereto in cluded in the Indenture. Copies of the Continuing Disclosure Agreement, the Indenture, and the form of the Series 2024 Bonds included therein, are available from the City by writing to the attention of the Finance Director, City of Fayetteville, City Admi nistration Building, 113 West Mountain, Fayetteville, Arkansas 72701 and, during the initial offering period only, from the Underwriter, Stephens Inc., 3425 North Futrall, Suite 201, Fayetteville, Arkansas 72703. Certain financial and operating data has been provided by the City from the audited records of the City and certain demographic information has been obtained from other sources which are believed to be reliable. THE SERIES 2024 BONDS Description. The Series 2024 Bonds will be initially dated as of the date of their delivery, and will bear interest payable semiannually on May 1 and November 1 of each year, commencing May 1, 2025, at the rates set forth on the inside cover page hereof. The Series 2024 Bonds will mature on November 1 in the years and in the principal amounts set forth on the inside cover page hereof. The Series 2024 Bonds are issuable only in the form of fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, to which principal, premium, if any, and interest payments on the Series 2024 Bonds will be made so long as Cede & Co. is the registered owner of the Series 2024 Bonds. Individual purchases of the Series 2024 Bonds will be made only in book-entry form, in denominations of $5,000 or integral multiples thereof. Individual purchasers (“Beneficial Owners”) of Series 2024 Bonds will not receive physical delivery of bond certificates. See the caption “BOOK- ENTRY ONLY SYSTEM” herein. All interest payments on the Series 2024 Bonds shall be payable to the persons in whose name such Series 2024 Bonds are registered on the bond registration books maintained by the Trustee, as of the fifteenth day of the calendar month preceding the calendar month in which the applicable interest payment date falls. Principal of and premium, if any, on the Series 2024 Bonds shall be payable at the principal corporate trust office of the Trustee. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2024 Bond to the extent of the sum or sums so paid. So long as DTC or its nominee is the registered owner of the Series 2024 Bonds, disbursement of such payments to DTC Participants is the responsibility of DTC, and the disbursement of such payments to Beneficial Owners is the responsibility of DTC Participants or Indirect Participants, as more fully described herein. Redemption. The Series 2024 Bonds are subject to redemption prior to maturity as follows: (i) The Series 2024 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Streets Project or the Parks Project. (ii) The Series 2024 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Tr ustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Surplus Tax Receipts. “Surplus Tax Receipts” are Tax Receipts in excess of the amount necessary (i) to ensure the prompt payment of scheduled debt service on the Series 2019A Bonds, Series 2022 Bonds, Series 2024 Bonds and Additional Bonds, (ii) to pay any arbitrage rebate due under Section 148(f) of the Internal Revenue Code of 1986, as amended, with respect to the Series 2019A Bonds, Series 2022 Bonds, Series 2024 Bonds or any Additional Bonds, and (iii) to pay Trustee and Paying Agent fees and expenses. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts 3 shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. Following payment in whole of the Series 2019A Bonds and the Series 2022 Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 202 4 Bonds. See the caption “PROJECTED MANDATORY REDEMPTIONS” herein. (iii) The Series 2024 Bonds are subject to redemption with funds from any source, at the option of the City, communicated in a written notice to the Trustee not less than sixty (60) days prior to the date fixed for redemption, in whole or in part on any date on or after November 1, 2025, in such maturities as shall be selected by the City and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed p lus accrued interest to the date of redemption. (iv) The Series 2024 Bonds maturing on November 1, 20__ are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and principal amounts set forth below at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. Year Principal Amount* 20__ $ 20__ 20__ (maturity) _________________________________ * Preliminary; subject to change. At its option, to be exercised on or before the 45th day next preceding any mandatory sinking fund redemption date for any Series 2024 Bonds maturing November 1, 20__ (the “Term Bonds”), the City may deliver to the Trustee for cancellation Term Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Term Bond, or portion thereof, so delivered or previously redeemed (otherwise than through mandatory sinking fund redemption) and cancelled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the City with respect to each such Term Bond on such mandatory sinking fund redemption date, and any excess over such amount shall be credited on future mandatory sin king fund redemption obligations with respect to such Term Bond in chronological order, and the principal amount of the corresponding Term Bonds so to be redeemed shall be accordingly reduced. In the case of any defeasance of the Series 2024 Bonds, the dates of redemption, the principal amounts and the maturities of the Series 2024 Bonds to be redeemed will be determined by taking into consideration the mandatory redemption requirements set forth above and the receipts of the Sales and Use Tax for the most recent twelve months. Partial Redemption of a Series 2024 Bond. If less than all of the Series 2024 Bonds of a maturity with a series are called for redemption, the particular Series 2024 Bonds or portions of Series 2024 Bonds to be redeemed shall be selected by lot in such manner as the Trustee in its discretion may deem fair and appropriate. So long as DTC or its nominee is the sole registered owner of the Series 2024 Bonds, the procedures established by DTC shall control with respect to the selection of the particular Series 2024 Bonds to be redeemed. Notice of Redemption. Notice of the call for any redemption, identifying the Series 2024 Bonds or portions thereof being called and the date on which they shall be presented for payment, shall be mailed by the Trustee by first class mail (or, so long as DTC or its nominee is the sole registered owner of the Series 2024 Bonds, by any other means acceptable to DTC, including facsimile) to the registered owner of each such Series 2024 Bond addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption; provided, however, that failure to give such notice by mail ing, or any defect therein, shall not affect the validity of any proceeding for the redemption of any Series 2024 Bond with respect to which no such failure or defect has occurred. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. 4 Additional Bonds. The City may issue from time to time one or more series of Additional Bonds for the purpose of refunding the Series 2019A Bonds, the Series 2022 Bonds, the Series 2024 Bonds or any series of Additional Bonds, in whole or in part. No Additional Bonds may be issued for the purpose of financing capital improvements. Additional Bonds shall be secured equally and ratably with the Series 20 19A Bonds, the Series 2022 Bonds, the Series 2024 Bonds and any other series of Additional Bonds theretofore issued and then Outstanding, except insofar any terms or conditions of redemption or purchase established under the Indenture may afford additional benefit or security for the Bonds of any particular series and except for the security afforded by any municipal bond insurance obtained with respect to a particular series of Bonds. Before any Additional Bonds are authenticated, there shall be delivered to the Trustee a certificate of the City’s Finance Director certifying that, based upon the most recent twelve (12) months of Sales and Use Tax collections, receipts of the Sales and Use Tax were not less than 150% of the maximum Annual Debt Service on all the Outstanding Bonds, plus the Additional Bonds to be issued. Notwithstanding anything described above to the contrary, no Additional Bonds shall be issued unless there is no default at the time of issuance under the Indenture . Subordinate Obligations. Nothing in the Indenture shall prevent the City from authorizing and issuing bonds, notes, bond anticipation notes, warrants, certificates or other obligations or evidences of indebtedness, the payment of the principal of and premium, if any, and interest on which shall be made from receipts of the Sales and Use Tax, provided payments from such Sales and Use Tax receipts, and the lien and charge on such Sales and Use Tax receipts, shall be made junior and subordinate to the lien, pledge and charge created in the Indenture for the security and payment of the Bonds and other payments under the Indenture. Before any Subordinate Obligations are issued, there shall be delivered to the Trustee a Certificate of the Finance Director of the City certifying that, based upon the mos t recent twelve (12) months of Sales and Use Tax collections, (i) receipts of the Sales and Use Tax were not less than 100% of the maximum Annual Debt Service on all then Outstanding Bonds and Subordinate Obligations, plus the Subordinate Obligations then proposed to be issued. No Subordinate Obligations shall be issued unless there is no default at the time of issuance under the Indenture. Transfer or Exchange. The Series 2024 Bonds may be transferred on the books of registration kept by the Trustee by the registered owner in person or by the owner’s duly authorized attorney, upon surrender thereof, together with a written instrument of transfer duly executed by the registered owner or the owner’s duly authorized attorney. Upon surrender for transfer of any Series 2024 Bond at the principal corporate office of the Trustee, the City shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Series 2024 Bond or Bonds of the same series and in the same aggregate principal amount and of any authorized denomination or denominations. Transfers of registration or exchanges of Series 2024 Bonds shall be without charge to the Holders of such Series 2024 Bonds, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the Holder of the Series 2024 Bond requesting such transfer or exchange as a condition precedent to the exercise of such privilege. The Trustee shall not be required to transfer or exchange any Series 2024 Bond during the period from and including a Record Date to the next succeeding interest payment date of such Series 2024 Bond nor to transfer or exchange any Series 2024 Bond after the mailing of notice calling such Series 2024 Bond for redemption has been made, and prior to such redemption. So long as DTC or its nominee is the sole registered owner of the Series 2024 Bonds, transfers of beneficial interests in the Series 2024 Bonds shall be in accordance with the rules and procedures of DTC and its dire ct and indirect participants. See the caption “BOOK-ENTRY ONLY SYSTEM” herein. SECURITY FOR THE BONDS General. The Series 2024 Bonds are special obligations of the City secured by and payable from the receipts of a special city-wide sales and use tax levied pursuant to the Act at the rate of one percent (1.00%) (the “Sales and Use Tax”). The Sales and Use Tax was levied under Ordinance No. 6216, duly adopted by the City Council of the City on December 18, 2018 (the “Election Ordinance”). Pursuant to the Election Ordinance, a special election was held on April 9, 2019, at which time the qualified electors of the City approved the issuance of capital improvement bonds in aggregate principal amount not to exceed $213,865,000 and the corresponding levy of the Sales and Use Tax. The receipts of the Sales and Use Tax were pledged to secure the payment of Debt Service on the Series 2024 Bonds pursuant to Ordinance No. ____, duly adopted by the City Council of the City on August __, 2024 (the 5 “Authorizing Ordinance”). Such pledge is made on a parity basis with an existing pledge of such receipts securing (i) $24,620,000 outstanding principal amount of the City’s Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the “Series 2019A Bonds”), and (ii) $68,440,000 outstanding principal amount of the City’s Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”) . Pursuant to the terms of the Election Ordinance, t he collection of the Sales and Use Tax commenced on October 1, 2019. See the captions “THE SALES AND USE TAX” and “HISTORICAL SALES AND USE TAX COLLECTIONS” herein. The Series 2024 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Series 2024 Bonds shall not directly, indirectly or contingently obligate the City to levy or pledge any taxes whatsoever or to make any appropriation for the payment of the Series 2024 Bonds, except as described herein with respect to the Sales and Use Tax. BOOK-ENTRY ONLY SYSTEM The Series 2024 Bonds will be issued only as one fully registered Series 2024 Bond for each maturity, in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), as registered owner of all the Series 2024 Bonds. The fully registered Series 2024 Bonds will be retained and immobilized in the custody of DTC. DTC (or any successor securities depository) or its nominee for all purposes under the Indenture will be considered by the City and the Trustee to be the owner or holder of the Series 2024 Bonds. Owners of any book entry interests in the Series 202 4 Bonds (the “book entry interest owners”) described below, will not receive or have the right to receive physical delivery of the Series 202 4 Bonds, and will not be considered by the City and the Trustee to be, and will not have any rights as, owners or ho lders of the Series 2024 Bonds under the bond proceedings and the Indenture except to the extent, if any, expressly provided thereunder. CERTAIN INFORMATION REGARDING DTC AND DIRECT PARTICIPANTS IS SET FORTH BELOW. THIS INFORMATION HAS BEEN PROVIDED BY DT C. THE CITY, THE UNDERWRITER AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR THE ACCURACY OF SUCH STATEMENTS. DTC, the world’s largest depository, is a limited -purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides custody and asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments (from over 120 countries and territories) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges among Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, the National Securities Clearing Corporation and the Fixed Income Clearing Corporation, all of w hich are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has an S&P Global Ratings’ rating of “AA+.” The DTC Rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2024 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2024 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2024 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Par ticipant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 202 4 Bonds are to be accomplished by 6 entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owne rs. Beneficial Owners will not receive certificates representing their ownership interests in Series 202 4 Bonds, except in the event that use of the Book-Entry System for the Series 2024 Bonds is discontinued. To facilitate subsequent transfers, all Series 2024 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Series 202 4 Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2024 Bonds, DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2024 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 202 4 Bonds within a series and maturity are to be redeemed, DTC’s practice is to determine by lot the amount of the intere st of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Series 2024 Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the Record Date. The Omnibus Proxy will assign Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 202 4 Bonds are credited on the Record Date (identified in a listing attached to the Omnibus Proxy). Payment of debt service and redemption proceeds with respect to the Series 202 4 Bonds will be made to Cede & Co., or such other nominee as may be requested by an author ized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or the Trustee on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and debt service to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. BENEFICIAL OWNERS SHOULD CONSULT WITH THE DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS FROM WHOM THEY PURCHASE A BOOK ENTRY INTEREST TO OBTAIN INFORMATION CONCERNING THE SYSTEM MAINTAINED BY SUCH D IRECT PARTICIPANTS OR INDIRECT PARTICIPANTS TO RECORD SUCH INTERESTS, TO MAKE PAYMENTS, TO FORWARD NOTICES OF REDEMPTION AND OF OTHER INFORMATION. THE CITY AND THE TRUSTEE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ASPECTS OF THE RECORDS OR NOTICES RELATING TO, OR PAYMENTS MADE ON ACCOUNT OF, BOOK ENTRY INTEREST OWNERSHIP, OR FOR MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO THAT OWNERSHIP. The Trustee and the City, so long as a book entry method of recording and transferring interest in th e Series 2024 Bonds is used, will send any notice of redemption or of any Indenture amendment or supplement or other notices to Bondholders under the Indenture only to DTC (or any successor securities depository) or its nominee. Any failure of DTC to advise any Direct Participants, or of any Direct Participants or Indirect Participants to notify any Beneficial Owner, of any such notice and its content or effect will not affect the validity of the redemption of the Series 202 4 Bonds called for redemption, the Indenture amendment or supplement, or any other action premised on notice given under the Indenture. The City and the Trustee cannot and do not give any assurances that DTC, Direct Participants, Indirect Participants or others will distribute payments of debt service on the Series 2024 Bonds made to DTC or its nominee as the registered owner of the Series 2024 Bonds, or any redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or that DTC will serve and act in a manner described in this Official Statement. 7 DTC may discontinue providing its services as securities depository with respect to the Series 202 4 Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in th e event that a successor securities depository is not obtained, bond certificates are required to be printed and delivered. In addition, the City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered . THE PROJECTS Streets Project. Approximately $__________* of the proceeds of the Series 2024 Bonds will be deposited into the Streets Project Account of the Project Fund to finance all or a portion of the costs of right-of-way acquisition, design, construction, reconstruction, repair, resurfacing, straightening and width modification of certain City streets, which may include related sidewalk, traffic signal and control, lighting, curbing, guttering, bicycle lane, landscaping, drainage and safety improvements and related curbside pedestrian facilities such as bus pickup structures and concrete waiting pads (the “Streets Project”). Parks Project. Approximately $__________* of the proceeds of the Series 2024 Bonds will be deposited into the Parks Project Account of the Project Fund to finance all or a portion of the costs of acquisition, design, construction and equipping of certain regional park and other parks system improvements, which may include athletic fields and facilities, playgrounds, pools and splash pads, trails, campgrounds, picnic areas and pavilions, land acquisition, open space preservation and other recreational facilities and support facilities, such as restrooms and parking (the “Parks Project”). ___________________________ * Preliminary; subject to change. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 8 HISTORICAL SALES AND USE TAX COLLECTIONS Pursuant to the terms of the Election Ordinance and State law, the collection of the 1.00% Sales and Use Tax commenced on October 1, 2019. At such time an existing three-quarters of one percent (0.75%) special city-wide sales and use tax and an existing one-quarter of one percent (0.25%) special city-wide sales and use tax (collectively, the “Prior Tax”) which was pledged to the payment of prior sales and use tax bonds was simultaneously terminated and such bonds were retired. Set forth below is a table showing historical receipts of the Prior Tax and the Sales and Use Tax. Collections of the Sales and Use Tax received by the City in the most recent twelve-month period (________ 1, 2023 through _________, 2024) were $___________, a _____% increase over the amount of combined collections from the Sales and Use Tax received by the City during the previous twelve-month period (_______ 1, 2022 to ___________, 2023). Year(1) Historical Collections of 0.25% Prior Tax Historical Collections of 0.75% Prior Tax Historical Collections of 1.00% Sales and Use Tax Combined Collections of Sales and Use Taxes Growth Percentage 2009 $ 3,927,564 $11,782,692 n/a $15,710,256 n/a 2010 3,917,717 11,753,150 n/a 15,670,867 -0.25% 2011 4,129,686 12,389,060 n/a 16,518,746 5.41% 2012 4,389,519 13,168,559 n/a 17,558,078 6.29% 2013 4,513,873 13,541,618 n/a 18,055,491 2.83% 2014 4,604,085 13,812,257 n/a 18,416,342 2.00% 2015 4,950,155 14,850,464 n/a 19,800,619 7.52% 2016 5,161,048 15,483,143 n/a 20,644,191 4.26% 2017 5,324,281 15,972,843 n/a 21,297,124 3.16% 2018 5,576,368 16,729,104 n/a 22,305,472 4.73% 2019(3) n/a n/a n/a 23,414,516(2) 4.97% 2020(3) n/a n/a 23,759,681 23,759,681 1.47% 2021(3) n/a n/a 27,530,298 27,530,298 15.87% 2022(3) n/a n/a 30,142,529 30,142,529 9.49% 2023(3) n/a n/a 31,790,727 31,790,727 5.47% (1) Sales and use tax receipts are remitted by the Treasurer of the State of Arkansas to the City in the second month following the month of their collection. (2) Combined collections of the Existing Tax for the nine months ended September 30, 2019 and the Sales and Use Tax for the three months ended December 31, 2019. (3) Act 822 of 2019 went into effect on July 1, 2019, and provides for the collection of sales and use taxes by remote sellers to Arkansas buyers. Source: City of Fayetteville [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 9 ESTIMATED SOURCES AND USES OF FUNDS The proceeds of the Series 2024 Bonds are expected to be used as follows: Sources of Funds(1) Par Amount of Series 2024 Bonds $15,000,000 Net Original Issue Premium (Discount) Total Sources: $ Uses of Funds(1) Deposit to Streets Project Account of Project Fund $ Deposit to Parks Project Account of Project Fund Costs of Issuance, including Underwriter’s Discount Contingency Total Uses: $ __________________________________ (1) Preliminary; subject to change. ESTIMATED DEBT SERVICE REQUIREMENTS As of the date of closing, the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds will constitute the only debt obligations secured by receipts of the Sales and Use Tax. The following table sets forth the amounts required to pay scheduled principal of and interest on the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds during each year: Year Series 2019A Debt Service Series 2022 Debt Service Series 2024 Principal(1) Series 2024 Interest(2) Total Debt Service 2024 $ 8,488,550 $7,105,263 $ $ $ 2025 8,491,050 7,098,512 2026 8,490,550 7,101,513 2027 8,476,300 7,116,112 2028 2,346,000 7,105,738 2029 -- 7,090,569 2030 -- 7,106,088 2031 -- 14,846,287 2032 -- 16,063,931 2033 -- -- -- -- Totals: $36,292,450 $80,634,013 $15,000,000 $ $ __________________________________ (1) Preliminary; subject to change. Including mandatory sinking fund redemptions. (2) Preliminary; subject to change. Assuming for purposes of this Preliminary Official Statement an average coupon rate on the Series 2024 Bonds of _____% per annum. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 10 ESTIMATED DEBT SERVICE COVERAGE Set forth below is a table showing estimated debt service coverage with respect to the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds. Collections of the Sales and Use Tax received during the twelve- month period ended __________, 2024 were utilized for the purpose of making the coverage calculations. See the caption “HISTORICAL SALES AND USE TAX COLLECTIONS” herein. Historical Tax Receipts of Sales and Use Tax(1) $ Maximum Annual Debt Service (2) $ Maximum Annual Debt Service Coverage X _____________________________________________ (1) Actual collections of the Sales and Use Tax received during the last twelve-month period ending __________, 2024. See the caption “HISTORICAL SALES AND USE TAX COLLECTIONS” herein. (2) Preliminary; subject to change, and representing debt service on the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds in 20__. See the caption “ESTIMATED DEBT SERVICE REQUIREMENTS” herein. THE COVERAGE NUMBERS SET FORTH ABOVE ARE BASED ON HISTORICAL RECEIPTS OF THE SALES AND USE TAX. ACTUAL RECEIPTS OF THE SALES AND USE TAX WILL DEPEND ON NUMEROUS FACTORS, AND THERE CAN BE NO ASSURANCE THAT FUTURE RECEIPTS OF THE SALES AND USE TAX AVAILABLE TO PAY DEBT SERVICE ON THE SERIES 2019A BONDS, SERIES 2022 BONDS AND SERIES 2024 BONDS WILL APPROXIMATE SUCH HISTORICAL RESULTS. See the caption “THE SALES AND USE TAX – Future Sales and Use Tax Receipts” herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 11 PROJECTED MANDATORY REDEMPTIONS The table under the caption “ESTIMATED DEBT SERVICE REQUIREMENTS” does not reflect possible mandatory redemptions of the Series 2019A Bonds, Series 2022 Bonds and Series 2024 Bonds from Surplus Tax Receipts, if available. Surplus Tax Receipts are all receipts of the Sales and Use Tax in excess of the amount necessary (i) to assure the prompt payment of the principal of and interest on Outstanding Series 2019A Bonds, Series 2022 Bonds and Series 2024 Bonds, (ii) to pay any arbitrage rebate due under Section 148(f) of the Code, and (iii) to pay Trustee and Paying Agent fees and expenses. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. Following payment in whole of the Series 2019A Bonds and the Series 2022 Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2024 Bonds. THERE CAN BE NO ASSURANCE GIVEN THAT RECEIPTS OF THE SALES AND USE TAX WILL BE REALIZED IN THE AMOUNTS ASSUMED IN THE TABLE BELOW. See the caption “THE SALES AND USE TAX — Future Sales and Use Tax Receipts” herein. Date(1) Series 2019A Principal Due Series 2019A Bonds Redeemed Prior to Maturity(2)(3) Series 2022 Principal Due Series 2022 Bonds Redeemed Prior to Maturity(2)(4) Series 2024 Principal Due Series 2024 Bonds Redeemed Prior to Maturity(2)(5) Total Series 2019A, Series 2022 and Series 2024 Principal Retired 11-1-24 $ $ $ $ $ $ $ 5-1-25 11-1-25 5-1-26 11-1-26 5-1-27 11-1-27 5-1-28 11-1-28 5-1-29 11-1-29 5-1-30 11-1-30 5-1-31 11-1-31 5-1-32 11-1-32 -- -- -- -- -- Totals: $ $ $ $ $ (1) The Series 2019A Bonds, Series 2022 Bonds and Series 2024 Bonds are subject to mandatory redemption from Surplus Tax Receipts on each May 1 and November 1. See the caption “THE SERIES 2024 BONDS — Redemption” herein. (2) Assuming annual receipts of the Sales and Use Tax of $__________. (3) Projected mandatory redemptions related to Series 2019A Bonds maturing November 1, 20__ through November 1, 20__. (4) Projected mandatory redemptions related to Series 2022 Bonds maturing November 1, 20__ through November 1, 20__. (5) Projected mandatory redemptions related to Series 2024 Bonds maturing November 1, 20__ through November 1, 20__. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 12 THE CITY General. The City is a city of the first class organized and existing under the laws of the State of Arkansas. The City is the seat of government of Washington County (the “County”) and is the second largest city in the State. The City is located in the Metropolitan Statistical Area of Fayetteville/Springdale/Rogers (the “MSA”), which includes all of Washington and Benton Counties in the northwest corner of the State and is approximately 185 miles northwest of Little Rock, Arkansas, 125 miles east of Tulsa, Oklahoma, and 210 miles south of Kansas City, Missouri. The City is served by U.S. Interstate 49, U.S. Highways 62 and 71, and State Highways 16, 45, 112, 156, 180 and 265. The Burlington Northern Railroad has several lines running through the City, and a gener al aviation airport with a 6,006-foot runway is available for limited commuter travel. The Northwest Arkansas Regional Airport is located approximately 40 minutes from downtown Fayetteville and provides daily flights to numerous venues. Government. The City currently operates under the Mayor-Council form of government pursuant to which a mayor, city attorney, city clerk and eight City Council members are elected, two from each of the City’s four wards. The mayor, city attorney and city clerk are full -time positions elected to four-year terms. City Council members also serve four- year terms. The City’s elected officials and the dates on which their respective terms expire are as follows: Name Office Term Expires Lioneld Jordan Mayor 12/31/24 Kit Williams City Attorney 12/31/26 Kara Paxton City Clerk 12/31/24 Scott Berna Council Member 12/31/26 Sarah Bunch Council Member 12/31/24 Holly Hertzberg Council Member 12/31/24 D’Andre Jones Council Member 12/31/24 Sarah Moore Council Member 12/31/26 Robert Stafford Council Member 12/31/26 Teresa Turk Council Member 12/31/26 Mike Wiederkehr Council Member 12/31/24 Financial Reporting. The City’s Comprehensive Annual Financial Report for the fiscal year ended December 31, 2023 can be accessed at: www.fayetteville-ar.gov/ArchiveCenter/ViewFile/Item/2673 Population. The following is a table of population changes for the City, the MSA and the State of Arkansas, according to the United States Census Bureau: Year City of Fayetteville MSA State of Arkansas 1960 20,274 92,069 1,786,272 1970 30,729 127,846 1,923,322 1980 36,608 178,609 2,286,435 1990 42,099 210,908 2,350,624 2000 58,047 311,121 2,673,400 2010 73,580 463,204 2,915,918 2020 93,949 546,725 3,011,524 [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 13 Economic Data. Per capita personal income figures for the MSA and the State of Arkansas are as follows: Year MSA State of Arkansas 2010 $39,003 $32,218 2011 43,674 34,180 2012 49,682 36,287 2013 48,544 36,285 2014 54,080 38,218 2015 57,357 39,266 2016 59,389 40,179 2017 61,204 41,402 2018 65,248 43,029 2019 62,267 45,751 2020 64,548 47,147 2021 72,389 51,636 2022 74,943 52,618 2023 n/a n/a Source: Bureau of Economic Analysis, St. Louis Federal Reserve The following table shows the total assessed value of non-utility real and personal property within the City for the years indicated: Year Real Property Personal Property Total 2012 $1,063,617,013 $203,289,225 $1,266,906,238 2013 1,084,550,127 216,005,532 1,300,555,659 2014 1,115,992,871 226,841,704 1,342,834,575 2015 1,171,158,618 232,141,593 1,403,300,191 2016 1,213,852,296 252,836,149 1,466,688,495 2017 1,257,361,951 246,656,011 1,504,017,962 2018 1,309,055,168 261,728,096 1,570,783,264 2019 1,352,620,084 247,101,970 1,599,722,054 2020 1,529,519,526 262,267,946 1,791,787,472 2021 1,647,091,410 282,921,776 1,930,013,186 2022 1,774,725,982 310,717,662 2,085,443,644 2023 2,030,990,539 340,274,044 2,371,264,583 Source: Washington County Tax Assessor’s Office. The assessed value represents 20% of the appraised value of property. Building permits issued by the City(1) are shown below for the years indicated: 2020 2021 2022 2023 2024(2) Residential Building Permits 949 779 928 746 483 Commercial Building Permits 70 30 22 19 13 Value of All Building Permits $532,417,273 $430,985,499 $__________ $___________ $__________ _ (1) Does not include building activity of the University of Arkansas, school permits and additions/alterations to existing structures. (2) Through June 30, 2024. Source: City of Fayetteville. 14 Unemployment figures (not seasonally adjusted) for Washington County and the State of Arkansas, according to the Arkansas Division of Workforce Services, are as follows: Year Washington County State of Arkansas 2013 5.2% 7.1% 2014 4.3 5.9 2015 3.5 5.0 2016 2.8 4.0 2017 2.6 3.7 2018 2.6 3.6 2019 2.5 3.5 2020 4.7 6.1 2021 2.9 4.0 2022 2.3 3.2 2023 2.3 3.3 2024* 2.3 3.4 * May, 2024 only; preliminary and not seasonally adjusted. Employment and Industry. The principal campus of the University of Arkansas is located in the City and had total enrollment for the spring semester of 2024 of approximately 30,392. On the Fayetteville campus, the University employs approximately 7,000 faculty, administrative, secretarial, clerical and maintenance personnel in both full-time and part-time positions, making the University the largest employer in the City. Other major employers in the City, their products or services and approximate number of employees are set forth below: Employer Product or Service Employees Washington Regional Medical Center Health care 3,548 Veteran’s Admin. Medical Health care 1,737 Fayetteville School District Public schools 1,550 City of Fayetteville City government 849 Tyson Mexican Original Retail 768 Washington County County government 662 Wal-Mart Store #359 Retail 468 Wal-Mart Store #144 Retail 423 Wal-Mart #9149 (optical lab) Manufacturer 359 Source: City of Fayetteville THE SALES AND USE TAX Generally. The Sales and Use Tax is levied under the Election Ordinance pursuant to the authority of the Act. The Sales and Use Tax is levied within the City on all items which are subject to taxation under The Arkansas Gross Receipts Act of 1941 and on the receipts from storing, using or consuming tangible personal property under The Arkansas Compensating (Use) Tax Act of 1949. The Sales and Use Tax is collected only on the gross receipts, gross proceeds or sales price in the maximum amount allowed from time to time under Arkansas law for “single transactions,” subject to certain rebates and limitations. Pursuant to the Indenture and the Authorizing Ordinance, the City has pledged the receipts of the Sales and Use Tax (after the deduction of certain administrative charges) to the payment of the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds. Pursuant to the terms of the Election Ordinance, the collection of the Sales and Use Tax commenced on October 1, 2019. See “Appendix C – THE SALES AND USE TAX” for a detailed description of the property and services subject to sales and use taxation and the exemptions therefrom. 15 Administration. Pursuant to the State law, the Commissioner of Revenues of the State (the “Commissioner”) performs all functions incidental to the administration, collection, enforcement and operation of the Sales and Use Tax. All receipts of the Sales and Use Tax collected, less certain charges payable and retainage due the Commissioner for administrative services in the amount of 3% of the gross receipts of the Sales and Use Tax, shall be remitted by the State Treasurer to the Trustee monthly. See the caption “SUMMARY OF THE INDENTURE – Application of Sales and Use Tax Receipts” herein. In an effort to simplify and modernize the sales and use tax collection process, the State of Arkansas has opted to participate in the Streamlined Sales Tax Agreement, a cooperative effort among states, local governments and the business community. Future Receipts of the Sales and Use Tax. Receipts of the Sales and Use Tax will be contingent upon the sale and use of property and services within the City, which activity is generally dependent upon economic conditions within the City and the surrounding trade area. Also, receipts of the Sales and Use Tax may be affected by changes to transactions exempted from the Sales and Use Tax made by legislation adopted by the General Assembly of the State or by the people of the State in the form of a constitutional amendment or initiated act. In the past the General Assembly of the State has considered new exemptions to sales and use taxes, such as food sales, which, if adopted, would materially reduce receipts of the Sales and Use Tax. The City has no control over actions of the General Assembly or the people of the State and cannot predict whether changes to the Sales and Use Tax may be made. Accordingly, the City cannot predict with certainty the expected amount of receipts of the Sales and Use Tax to the be received and, therefore, there can be no assurance that receipts of the Sales and Use Tax will be sufficient to pay the principal of and interest on the Series 2019A Bonds, Series 2022 Bonds and Series 2024 Bonds. SUMMARY OF THE INDENTURE The following statements are brief summaries of certain provisions of the Indenture. The statements do not purport to be complete, and reference is made to the Indenture, copies of which are available for examination at the offices of the Finance Director of the City, for a full statement thereof. Funds and Accounts. Receipts of the Sales and Use Tax are pledged by the Indenture to the payment of the principal of and interest on the Bonds. The following Funds and Accounts have been established with the Trustee in connection with the issuance of the Bonds: Funds and Accounts Revenue Fund Bond Fund, and an Interest Account and a Principal Account therein Redemption Fund Cost of Issuance Fund Project Fund, and a Streets Project Account and Parks Project Account therein Rebate Fund Application of Receipts of the Sales and Use Tax. The application of receipts of the Sales and Use Tax is as follows: (a) Revenue Fund. All receipts from the Sales and Use Tax shall, as and when received, be deposited into the Revenue Fund. All moneys at any time in the Revenue Fund shall be applied on a monthly basis to the payment of Debt Service on the Bonds, to the payment of any arbitrage rebate due under Section 148(f) of the Code, to the payment of fees and expenses of the Trustee and any Paying Agent, and to the early redemption of the Bonds, at the times and in the amounts set forth as follows: (b) Bond Fund. Upon receipt, but in no event later than the last day of each month in which receipts of the Sales and Use Tax are deposited in the Revenue Fund, there shall be transferred from the Revenue Fund (i) into the Interest Account of the Bond Fund, an amount equal to 1/6 of the interest on the Outstanding Bonds due on the next interest payment date, and (ii) into the Principal Account of the Bond Fund, an amount equal to 1/12 of the next scheduled principal maturity of Outstanding Bonds (including mandatory sinking fund redemptions). Moneys 16 in the Bond Fund shall be used solely for the purpose of paying Debt Service on the Bonds or for redemption of Bonds, as provided in the Indenture. The Trustee shall withdraw from the Bond Fund, o n the date of any principal or interest payment, an amount equal to such payment for the sole purpose of paying the same. If receipts of the Sales and Use Tax in the Revenue Fund are insufficient to make the required monthly payment into the Bond Fund, the amount of any such deficiency in the payment made shall be added to the amount otherwise required to be paid into the Bond Fund not later than last day of the next succeeding month. When the moneys held in the Revenue Fund, the Bond Fund and the Redemption Fund shall be and remain sufficient to pay in full the principal of and interest on all Bonds then Outstanding in accordance with the Indenture, together with the required fees and expenses to be paid or reimbursed to the Trustee and any Paying Agent, th e City shall have no further obligation to make payments into such Funds and the levy of the Sales and Use Tax shall cease. (c) Rebate Fund. The Trustee shall establish and maintain, separate and apart from any other Funds and Accounts established and maintained under the Indenture, the Rebate Fund, which Fund is not pledged to the payment of any Bonds. Subject to transfer to the United States in payment of any arbitrage rebate due under Section 148(f) of the Code, all moneys at any time deposited in the Rebate Fund shall be held by the Trustee in trust, and neither the City nor the Owner of any Bond shall have any rights in or claim to such money. Any amounts remaining in the Rebate Fund after payment in full of the rebate amount owing to the United Stat es, within sixty (60) days after the date on which the last Bond is redeemed, shall be transferred to the Revenue Fund. (d) Redemption Fund. After making the required deposits into the Bond Fund and into the Rebate Fund, and after paying the fees and expenses of the Trustee and any Paying Agent, there shall be paid from the Revenue Fund into the Redemption Fund all remaining moneys in the Revenue Fund (the “Surplus Tax Receipts”). Moneys in the Redemption Fund shall be transferred to the appropriate Principal Account of the Bond Fund at such times as may be necessary to effectuate redemptions of Bonds on the first available redemption date. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. Following payment in whole of the Series 2019A Bonds and the Series 2022 Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 202 4 Bonds. See the captions “THE SERIES 2024 BONDS – Redemption” and “PROJECTED MANDATORY REDEMPTIONS” herein. (e) Project Fund. Portions of the proceeds of the Series 2024 Bonds shall be deposited in the Streets Project Account and the Parks Project Account of the Project Fund. See the captions “ESTIMATED SOURCES AND USES OF FUNDS” and “THE PROJECTS” herein. Amounts in the various Accounts in the Project Fund shall be expended only for the payment of Project Costs related to the applicable portion of the Project being financed with the proceeds of the Series 2024 Bonds upon the submission of Requisitions by the City to the Trustee. The Trustee shall only make payments from the Project Fund pursuant to and in accordance with Requisitions. Within ninety (90) days following completion of the portion of a Project being financed with a particular series of Bonds, the City shall deliver to the Trustee its Certificate stating that the applicable portion of such Project is complete and the Trustee shall transfer the remaining moneys in the applicable Account of the Project Fund (save and except moneys needed to satisfy unpaid Project Costs) to the Redemption Fund for application to the retirement of the Series 2024 Bonds by redemption or purchase. See the caption “THE SERIES 2024 BONDS – Redemption” herein. (f) Cost of Issuance Fund. A portion of the proceeds of the Series 2024 Bonds shall be deposited to the credit of the Cost of Issuance Fund. The Trustee shall pay those Costs of Issuance as d irected by the City pursuant to a Certificate delivered on a Closing Date. After all Costs of Issuance have been paid with respect to the Series 2024 Bonds (and in any event not later than February 1, 2025), any remaining moneys in the Cost of Issuance Fund shall be transferred to the Interest Account of the Bond Fund. Investment of Funds. At the direction of the City or absent such direction, the Trustee shall invest moneys in Funds or Accounts held by the Trustee in Investment Securities with maturity or redemption dates consistent with the times at which said moneys will be required for the purposes provided in the Indenture. Moneys in separate Funds or Accounts may be commingled for the purpose of investment. Valuation of Funds and Accounts. In determining the value of any Fund or Account held by the Trustee under the Indenture, the Trustee shall credit Investment Securities at the fair market value thereof, as determined by 17 the Trustee by any method selected by the Trustee in its reasonable discretion. No less frequently than annually, and in any event within thirty (30) days prior to the end of each Fiscal Year, the Trustee shall determine the value of each Fund and Account held under the Indenture and shall report such determination to th e City. The Trustee shall sell or present for redemption any Investment Securities as necessary in order to provide money for the purpose of making any payment required under the Indenture, and the Trustee shall not be liable for any loss resulting from any such sale. Responsibility of Trustee. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it at the direction of the City. Instruments of Further Assurance. At any and all times the City shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, ordinances, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, pledging, assigning and confirming of all and singular the receipts from the Sales and Use Tax and all other moneys pledged or assigned by the Indenture, or intended so to be, or which the City may become bound to pledge or assign. Tax Covenants. The City shall not use or permit the use of any Bond proceeds or any other funds of the City, directly or indirectly, in any manner, and will not take or permit to be taken any other action or actions which would adversely affect the exclusion of interest on any Bond from gross income for federal income tax purposes. No part of the proceeds of the Series 2024 Bonds shall at any time be used, directly or indirectly, to acquire securities or obligations the acquisition of which would cause any of such Series 2024 Bonds to be an “arbitrage bond” as defined in Sections 148(a) and (b) of the Code. The City agrees that so long as any of the Series 2024 Bonds remain Outstanding, it will comply with the provisions of the applicable Tax Compliance Agreement. Defeasance. Any Bond shall be deemed to be paid within the meaning of the Indenture when payment of the principal of and premium, if any, and interest on such Bond (whether at maturity or upon redemption as provided in the Indenture, or otherwise), either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Government Securities (provided that such deposit will not affect the tax -exempt status of the interest on any of the Bonds or cause any of the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148(a) of the Code, as reflected in an opinion of Bond Counsel delivered to the Trustee), maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys to make such payment, and all necessary and prop er fees, compensation and expenses of the Trustee and any Paying Agent pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trust ee and any said Paying Agent. In the case of any defeasance of Bonds, the dates of redemption of such Bonds and the principal amounts and maturities of Bonds to be redeemed on such dates will be determined by taking into consideration the applicable redemption requirements with respect to the Bonds to be defeased and the receipts of the Sales and Use Tax for the most recent twelve months. Events of Default. Each of the following events shall constitute and is referred to in the Indenture as an “Event of Default”: (a) Default in the due and punctual payment of any interest on any Bond; (b) Default in the due and punctual payment of the principal of or premium, if any, on any Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof, or upon the matur ity thereof by declaration; (c) Default in the payment of any other amount required to be paid under the Indenture or the performance or observance of any other of the covenants, agreements or conditions contained in the Indenture, or in the Bonds issued under the Indenture, and continuance thereof for a period of sixty (60) days after written notice specifying such failure and requesting that it be remedied, shall have been given to the City by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of Holders of not less than fifty-one percent (51%) in aggregate principal amount of the Bonds then Outstanding, unless the Trustee, or the Trustee and Holders of an aggregate principal amount of Bonds not less than the aggregate principal amount of Bonds the Holders of which requested such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, if the failure stated in the notice cannot be co rrected within the 18 applicable period, the Trustee will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within such period and is being diligently pursued; (d) The filing of a petition in bankruptcy by or against the City under the United States Bankruptcy Code or the commencement of a proceeding by or against the City under any other law concerning insolvency, reorganization or bankruptcy; and (e) If the State has limited or altered the rights of the City pursuant to the Act, as in force on the date of the Indenture, to fulfill the terms of any agreements made with the Trustee or the Bondholders or in any way impaired the rights and remedies of the Trustee or the Bondholders while any Bonds a re Outstanding. The term “default” as used in clauses (a), (b) and (c) above shall mean default by the City in the performance or observance of any of the covenants, agreements or conditions on its part contained in the Indenture, or in the Bonds Outstanding thereunder, exclusive of any period of grace required to constitute a default an “Event of Default” as described above. Acceleration. Upon the occurrence of an Event of Default, the Trustee may, and upon the written request of the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding shall, by notice in writing delivered to the City, declare the principal of all Bonds then Outstanding, together with any premium and the interest accrued thereon, immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. Other Remedies; Rights of Bondholders. Upon the occurrence of an Event of Default, the Trustee may, as an alternative, pursue any available remedy by suit at law or in equity, including, without limitation, mandamus to enforce the payment of the principal of and premium, if any, and interest on the Bonds then Outstanding. If an Event of Default shall have occurred, and if it shall have been requested so to do by the Ho lders of 51% in aggregate principal amount of Bonds Outstanding and if it shall have been indemnified as provided in the Indenture, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred upon it by the Indenture as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bondholders. No remedy by the terms of the Indenture conferred upon or reserved to the Trustee (or to the Bondholders) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given under the Indenture or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or Event of Default or acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any default or Event of Default under the Indenture, whether by the Trustee or by the Bondholders, shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereon. Rights and Remedies of Bondholders. No Holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of the Indenture or for the execution of any trust thereof or for the appointment of a receiver or any other remedy thereunder, unless a default has occurred of which the Trustee has been notified as provided in the Indenture, or of which by the Indenture it is deemed to have notice, nor unless such default shall have become an Event of D efault and the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers granted or to institute such action, suit, or proceeding in its own name, nor unless also they have offered to the Trustee indemnity as provided in the Indenture nor unless the Trustee shall thereafter fail or refuse to exercise the powers granted, or to institute such action, suit, or proceeding in its own name; and such notification, request and offer of indemnity are declared in every such case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of the Indenture, and to any action or cause of action for the enforcement of the Indenture or for the appointment of a receiver or for any other remedy thereunder; it being understood and intended that no one or more Holders of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of the Indenture by action of the Holder or Holders or to enforce any right under the Indenture except in the manner therein provided, and that all proceedings at law or in 19 equity shall be instituted, held and maintained in the manner therein provided for the equal benefit of the Holders of all Bonds Outstanding thereunder. Nothing in the Indenture contained shall, however, affect or impair the right of any Bondholders to enforce the payment of the principal of and premium, if any, and interest on any Bonds at and after the maturity thereof, or the obligation of the City to pay the principal of and premium, if any, and interest on each of the Bonds issued under the Indenture to the respective Holders thereof at the time and place in said Bonds expressed. Supplemental Indentures Not Requiring Consent of Bondholders. The City and the Trustee may, from time to time and at any time, without the consent of or notice to the Bondholders, enter into Supplemental Indentures as follows: (a) to cure any formal defect, omission, inconsistency or ambiguity in the Indenture; (b) to grant to or confer or impose upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority, security, liabilities or duties which may lawfully be granted, conferred or imposed and which are not contrary to or inconsistent with the Indenture as theretofore in effect, provided that no such additional liabilities or duties shall be imposed upon the Trustee without its consent; (c) to add to the covenants and agreements of, and limitations and restrictions upon, the City in the Indenture other covenants, agreements, limitations and restrictions to be observed by the City which are not contrary to or inconsistent with the Indenture as theretofore in effect; (d) to confirm, as further assurance, any pledge under, and the subjection to any claim, lien or pledge created or to be created by, the Indenture, of the Trust Estate or of any other moneys, securities or funds; (e) to comply with the requirements of the Trust Indenture Act of 1939, as from time to time amended; (f) to authorize the issuance and sale of one or more series of Additional Bonds; (g) to make such additions, deletions or modifications as may be necessary to assure compliance with Section 148(f) of the Code relating to required rebate to the United States or otherwise as may be necessary to assure exemption from federal income taxation of interest on the Bonds; or (h) to modify, alter, amend or supplement the Indenture in any other respect which is not materially adverse to the Bondholders and which does not involve a change described in clause (a), (b), (c), (d), (e) or (f) above and which, in the judgment of the Trustee, is not to the prejudice o f the Trustee. Supplemental Indentures Requiring Consent of Bondholders. Subject to the terms and provisions contained in this paragraph, and not otherwise, the Holders of not less than 2/3 in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in the Indenture to the contrary notwithstanding, to consent to and approve the execution by the City and the Trustee of such indenture or indentures supplemental to the Indenture as shall be deemed necessary and desirable by the City for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any Supplemental Indenture; provided, however, that nothing con tained in the Indenture shall permit or be construed as permitting (a) an extension of the maturity (or mandatory redemption date) of the principal of or the interest on any Bond issued thereunder, or (b) a reduction in the principal amount of or redemption premium or rate of interest on any Bond issued thereunder, or (c) the creation of any lien on the Trust Estate or any part thereof, except as expressly permitted in the Indenture, or (d) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Indenture, or (f) depriving the Holder of any Bond then Outstanding of the lien created on the Trust Estate. If, at any time the City shall request the Trustee to enter into any Supplemental Indenture for any of the purposes described above, the Trustee shall, at the expense of the City, cause notice of the proposed execution of such Supplemental Indenture to be mailed by first class mail to e ach registered owner of the Bonds. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the principal office of the Trustee for inspection by Bondholders. The Trustee shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail such notice, and any such failure shall not affect the validity of such Supplemental Indenture when consented to and approved as provided above. If the Holders of not less than 2/3 in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such 20 Supplemental Indenture shall have consented to and approved the execution thereof, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same or from taking any action pursuant t o the provisions thereof. SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT The City has entered into an undertaking in the form of the Continuing Disclosure Agreement as required by the Indenture for the benefit of the Beneficial Owners of the Series 2024 Bonds to cause certain financial information to be sent to certain information repositories annually and to cause notice to be sent to such information repositories of certain specified events, pursuant to the requirements of Section (b)(5)(i) of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended (the “Rule”). The City is a party to multiple continuing disclosure agreements for various bond issues of the City secured by different repayment sources. During the past five years, the City has identified certain instances in which filings were not made as required by such agreements. A listing of such instances, which may not be inclusive, is set forth below. With respect to bonds secured by the City’s sales and use tax receipts, by library tax receipts, by parking revenues, and by receipts of a special hotel, motel and restaurant gross receipts tax, the City’s audited financial statements for fiscal years 2019 and 2020 were not posted on a timely basis (1 to 3 days late). However, with respect to said sales and use tax bonds and library tax bonds, unaudited financial statements for such fiscal years were timely posted to the EMMA system, and as required by the Rule, upon their availability, the audited financial statements were subsequently posted. With respect to the aforementioned parking revenue bonds and hotel, motel and restaurant gross receipts tax bonds, for fiscal year 2020 only, unaudited financial statements were timely posted to the EMMA system, and as required by the Rule, upon their availability, the audited financial statements for such fiscal year were subsequently posted. The City makes no representation as to the materiality of the continuing disclosure delinquencies and omissions described above. The City has undertaken steps to ensure future compliance with its continuing disclosure obligations. The Continuing Disclosure Agreement contains the following covenants and provisions: (a) The City covenants that it will disseminate, or will cause the Dissemination Agent to disseminate, the Annual Financial Information and the Audited Financial Statements (in the form and by the dates set forth in Exhibit I to the Continuing Disclosure Agreement) by delivering such Annual Financial Information and the Audited Financial Statements to the MSRB within 180 days of the completion of the City’s Fiscal Year. The City is required to deliver or cause delivery of such information in Prescribed Form and by such time so that such entit y receives the information by the dates specified. (b) Not later than five (5) Business Days prior to the date specified in the preceding paragraph for providing the Annual Financial Information Disclosure to the MSRB, the City shall provide such Annual Financial Information Disclosure to the Dissemination Agent. If by such date the Dissemination Agent has not received a copy of the applicable Annual Financial Information Disclosure, the Dissemination Agent shall contact the applicable Disclosure Representative to determine if the City is in compliance with the preceding paragraph. If the Dissemination Agent is unable to verify that the Annual Financial Information Disclosure has been provided to the MSRB by the date required in the preceding paragraph, the Dissemination Agent shall file a notice to such effect with the MSRB in substantially the form attached as Exhibit III to the Continuing Disclosure Agreement. (c) If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, the City will disseminate or cause dissemination of a statement to such effect as part of its Annual Financial Information for the Fiscal Year in which such event first occurs. (d) If any amendment is made to the Continuing Disclosure Agreement, the Annual Financial Information for the Fiscal Year in which such amendment is made (or in any notice or supplement provided to the MSRB) shall contain a narrative description of the reasons for such amendment and its impact on the type of information being provided. 21 (e) The City covenants that it will disseminate or cause dissemination in a timely manner, not in excess of ten (10) Business Days after the occurrence of the event, of Listed Events Disclosure to the MSRB in Prescribed Form. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Series 2024 Bonds need not be given under the Continuing Disclosure Agreement any earlier than the notice (if any) of such redemption is given to the owners of the Series 2024 Bonds pursuant to the Indenture. The City is required to deliver or cause delivery of such Listed Events Disclosure in the same manner as provided for Annual Financial Information and Audited Financial Statements. (f) The Continuing Disclosure Agreement has been executed in order to assist the Participating Underwriter in complying with the Rule; however, the Continuing Disclosure Agreement shall inure solely to the benefit of the City, the Dissemination Agent, if any, the Trustee and the Beneficial Owners of the Series 2024 Bonds, and shall create no rights in any other person or entity. In the event of a failure of the City to comply with any provision of the Continuing Disclosure Agreement, the Trustee may (and at the request of a Participating Underwriter or the Beneficial Owners of at least 25% in aggregate outstanding principal amount of the Series 20 24 Bonds, and upon being indemnified to its satisfaction, shall) or the Beneficial Owner of any Series 20 24 Bond may seek specific performance by court order to cause the City to comply with its obligations under the Disclosure Agreement. A default under the Disclosure Agreement shall not be deemed an Event of Default under the Indenture or any other agreement, and the sole remedy under the Disclosure Agr eement in the event of any failure of the City or the Dissemination Agent to comply with the Disclosure Agreement shall be an action to compel performance . (g) The Undertaking of the City pursuant to the Continuing Disclosure Agreement shall be terminated when the City shall no longer have any legal liability for any obligation on or relating to the repayment of the Series 2024 Bonds. The City shall give notice to the MSRB, or shall cause the Dissemination Agent to give such notice, in a timely manner and in Prescribed Form in such event. (h) The City and the Dissemination Agent may amend the Continuing Disclosure Agreement, and any provision of the Continuing Disclosure Agreement may be waived, if (i) the amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the City or type of business conducted; (ii) the Continuing Disclosure Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; (iii) the amendment or waiver does not materially im pair the interests of the Beneficial Owners of the Series 2024 Bonds, as determined either by parties unaffiliated with the City (such as the Trustee) or by an approving vote of the Beneficial Owners of the Series 2024 Bonds holding a majority of the aggregate principal amount of the Series 2024 Bonds (excluding Series 2024 Bonds held by or on behalf of the City or its affiliates) pursuant to the terms of the Indenture at the time of the amendment; or (iv) the amendment or waiver is otherwise permitted by the Rule. (i) The following terms used under this caption shall have the meanings set forth below: “Annual Financial Information” means receipts of the Sales and Use Tax for the latest Fiscal Year and for the four previous Fiscal Years. “Annual Financial Information Disclosure” means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in subsection (a) above. “Audited Financial Statements” means the audited consolidated financial statements of the City, prepared pursuant to generally accepted accounting standards and as described in Exhibit I to the Continuing Disclosure Agreement. “Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2024 Bonds (including persons holding Series 2024 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2024 Bonds for federal income tax purposes. “Business Day” means any day other than a Saturday or Sunday or a day on which banks in the State of Arkansas or in the state in which the Dissemination Agent is located are not open for business. “Commission” means the U.S. Securities and Exchange Commission. 22 “Disclosure Representative” means the City’s Finance Director, or his or her designee, or such other person as the City shall designate in writing to the Dissemination Agent from time to time. “Dissemination Agent” shall mean Simmons Bank, Pine Bluff, Arkansas, acting in its capacity as a dissemination agent under the Continuing Disclosure Agreement, or any successor dissemination agent designated in writing by the City and which has filed with the Trustee a written acceptance of such design ation. “EMMA” means the Electronic Municipal Market Access facility for municipal securities disclosure of the MSRB. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Financial Obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation does not include municipal securities as to which a f inal official statement has been otherwise provided to the MSRB under the Rule. “Fiscal Year” means any period of twelve (12) consecutive months adopted by the City as its fiscal year for financial reporting purpose. The Fiscal Year of the City presently ends on December 31 of each year. “Listed Event” means the occurrence of any of the following events with respect to the Series 2024 Bonds: (i) Principal and interest payment delinquencies; (ii) Nonpayment-related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; (vii) Modifications to rights of security holders, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the securitie s, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the City; (xiii) The consummation of a merger, consolidation or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material ; (xv) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. “Listed Events Disclosure” means dissemination of a notice of a Listed Event as set forth in subsection (e) above. 23 “MSRB” shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 15B(b)(1) of the 1934 Act. “Participating Underwriter” means each broker, dealer or municipal securities dealer acting as an underwriter in any primary offering of the Series 2024 Bonds. “Prescribed Form” means, with regard to the filing of Annual Financial Information, Audited Financial Statements and notices of Listed Events with the MSRB at www.emma.msrb.org (or such other address or addresses as the MSRB may from time to time specify), such electronic format, accompanied by su ch identifying information, as shall have been prescribed by the MSRB and which shall be in effect on the date of filing of such information. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission (“SEC”) under the Exchange Act, as the same may be amended from time to time. “State” means the State of Arkansas. “Undertaking” means the obligations of the City pursuant to subsections (a) and (e) above. UNDERWRITING Under a bond purchase agreement entered into by and among the City and Stephens Inc. (the “Underwriter”), the Series 2024 Bonds are being purchased at a purchase price of $_____________ (representing the stated principal amount of the Series 2024 Bonds [less][plus] a net reoffering [discount][premium] of $_________ and less an underwriting discount of $____________). The bond purchase agreement provides that the Underwriter will purchase all of the Series 2024 Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Series 2024 Bonds is subject to various conditions contained in the bond purchase agreement, including the absence of pending or threatened litigation questioning the validity of the Series 2024 Bonds or any proceedings in connection with the issuance thereof, and the absence of material adverse changes in the financial condition of the City. Mark C. Doramus, Chief Financial Officer of the Underwriter, serves on the Board of Directors of the Trustee. The Underwriter intends to offer the Series 2024 Bonds to the public initially at the offering prices as set forth on the inside cover page of this Official Statement, which offering prices (or bond yields establishing such offering prices) may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Series 2024 Bonds to the public, and may offer the Series 2024 Bonds to such dealers and other underwriters at a price below the public offering price. The City has agreed to indemnify the Underwriter against certain civil liabilities in connection with the offering and sale of the Series 2024 Bonds, including certain liabilities under federal securities laws. The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financi al advisory, investment management, principal investment, hedging, financing and brokerage services. The Underwriter and its affiliates have, from time to time, performed and may in the future perform, various financial advisory, commercial banking, invest ment banking and swap counterparty services for the City, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities, which may include credit default swaps) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the City. TAX MATTERS General Matters Federal Income Taxes. In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Series 2024 Bonds (including any original issue discount properly allocable to the owner of a Series 2024 Bond) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax imposed on individuals. The opinion described in the preceding sentence assumes the accuracy of certain representations and compliance by th e 24 City with covenants designed to satisfy the requirements of the Code that must be met subsequent to the issuance of the Series 2024 Bonds. Failure to comply with such requirements could cause interest on the Series 2024 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2024 Bonds. The City has covenanted to comply with such requirements. Interest on the Series 2024 Bonds may affect the federal alternative minimum tax imposed on certain corporations. Bond Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the Series 2024 Bonds. The accrual or receipt of interest on the Series 2024 Bonds may otherwise affect the federal income tax liability of the owners of the Series 2024 Bonds. The extent of these other tax consequences will depend upon such owner’s particular tax status and other items of income or deduction. Bond Counsel has e xpressed no opinion regarding any such consequences. Purchasers of the Series 2024 Bonds, particularly purchasers that are corporations (including S corporations, foreign corporations operating branches in the United States, and certain corporations subject to the federal alternative minimum tax), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers entitled to claim the earned income credit, taxpayers entitled to claim the refundable credit in Section 36B of the Code for coverage under a qualified health plan, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or owning the Series 2024 Bonds. Backup Withholding. An owner of a Series 2024 Bond may be subject to backup withholding at the applicable rate determined by statute with respect to interest pa id with respect to the Series 2024 Bonds if such owner fails to provide to any person required to collect such information pursuant to Section 6049 of the Code with such owner’s taxpayer identification number, furnishes an incorrect taxpayer identification number, fails to report interest, dividends or other “reportable payments” (as defined in the Code) properly, or, under certain circumstances, fails to provide such persons with a certified statement, under penalty of perjury, that such owner is not subje ct to backup withholding. Changes in Federal and State Tax Law From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal tax matters referred to under this heading “TAX MATTERS” or adversely affect the market value of the Series 2024 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Series 20 24 Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2024 Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2024 Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2024 Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. PROSPECTIVE PURCHASERS OF THE SERIES 2022 BONDS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS PRIOR TO ANY PURCHASE OF THE SERIES 2024 BONDS AS TO THE IMPACT OF THE CODE UPON THEIR ACQUISITION, HOLDING OR DISPOSITION OF THE SERIES 2024 BONDS. State Taxes Bond Counsel is of the opinion that, under existing law, the interest on the Series 2024 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. 25 RATING S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC (“S&P”), has assigned a rating of “___” (_________ outlook) to the Series 2024 Bonds. Such rating reflects only the view of S&P at the time such rating was given, and the City makes no representation as to the appropriateness of such rating. An explanation as to the significance of the above rating may be obtained only from S&P. The City has furnished S&P certain information and materials relating to the Series 20 24 Bonds and the City, some of which have not been included in this Official Statement. Generally, rating agencies base their ratings on such information and materials and investigations, studies and assumptions furnished to and obtained and made by the rating agencies. There is no assurance that a particular rating will be maintained for any given period of time or that it may not be lowered, raised or withdrawn entirely by S&P if, in its judgment, circumstances so warrant. Neither the City nor the Underwriter have undertaken any responsibility to oppose any such revision or withdraw al. Any downward change in or withdrawal of a rating may have an adverse effect on the market price and marketability of the Series 2024 Bonds. No application has been made to any Rating Agency other than S&P for a rating on the Series 2024 Bonds. LEGAL MATTERS Legal Opinions. Legal matters incident to the authorization and issuance of the Series 2024 Bonds are subject to the unqualified approving opinion of Kutak Rock LLP, Little Rock, Arkansas, Bond Counsel, a copy of whose approving opinion will be delivered with the Series 2024 Bonds and a form of which is attached hereto as Appendix A. Certain legal matters will be passed upon for the City by its counsel, Kit Williams, Esq., City Attorney. Litigation. There is no litigation pending seeking to restrain or enjoin the issuance or delivery of the Series 2024 Bonds or questioning or affecting the legality of the Series 2024 Bonds or the proceedings and authority under which the Series 2024 Bonds are to be issued, or questioning the right of the City to issue the Series 2024 Bonds. There is no action, suit or proceeding known to be pending or threatene d, restraining or enjoining the City in any way which could have a material adverse effect on the Sales and Use Tax or the City’s ability to pay debt service with respect to the Series 2024 Bonds. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or owners of any of the Series 2024 Bonds. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The information contained in this Official Statement has been taken from sources considered to be reliable, but is not guaranteed. To the best of the knowledge of the City, this Official Statement does not include any untrue statement of a material fact, nor does it omit the statement of any mater ial fact required to be stated herein, or necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. 26 The execution and delivery of this Official Statement has been duly authorized by the City of Fayetteville, Arkansas. CITY OF FAYETTEVILLE, ARKANSAS By: Mayor A-1 APPENDIX A Proposed Form of Bond Counsel Opinion Upon delivery of the Series 2024 Bonds in definitive form, Kutak Rock LLP, Little Rock, Arkansas, proposes to deliver its approving opinion in substantially the following form: ____________, 2024 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Fayetteville, Arkansas $15,000,000* City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2024 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 $15,000,000* Sales and Use Tax Capital Improvement Bonds, Series 2024 (the “Series 2024 Bonds”). The Series 2024 Bonds are being issued pursuant to the provisions of the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and Arkansas Code Annotated (1998 Repl. & Supp. 20 23) §§14- 164-301 et seq. (as from time to time amended, the “Local Government Bond Act”), pursuant to Ordinance No. ____ of the City, duly adopted and approved on August __, 2024 (the “Authorizing Ordinance”), and pursuant to a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022, and by a Second Supplemental Trust Indenture dated as of October 1, 2024 (as supplemented and amended, the “Indenture”), by and between the City and Simmons Bank, 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 indebtedness by the City, with respect to the nature and extent of the security for the Series 2024 Bonds, the rights, duties and obligations of the City, the Trustee and the Holders of the Series 2024 Bonds, and the terms upon which the Series 2024 Bonds are issued and secured. At a special election held April 9, 2019, called in accordance with the Local Government Bond Act pursuant to Ordinance No. 6216 of the City, adopted on December 18, 2018 (the “Election Ordinance”), t he issuance of capital improvement bonds secured by the Sales and Use Tax (as defined in the Indenture) was approved by a majority of the qualified electors of the City voting on each of the ten questions set forth on the ballot in the respective principal amounts and for the specified purposes therein described. 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 status and valid existence of the City, the power of the City to adopt the Election Ordinance and the Authorizing Ordinance and to enter into and perform its obligations under the Indenture, the valid adoption of the Election Ordinance and the Authorizing Ordinance, and the due authorization, execution and delivery of the Indenture by the City, and with respect to the Indenture being enforceable upon the City. ___________________________________ * Preliminary; subject to change. A-2 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 representati ons of the City contained in the Election Ordinance, 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 State of Arkansas. Pursuant to the Constitution and laws of the State of Arkansas, inc luding, particularly, Amendment 62 and the Local Government Bond Act, the City is empowered to adopt the Election Ordinance and the Authorizing Ordinance, to execute and deliver the Indenture, to perform the agreements on its part contained therein, and to issue the Series 2024 Bonds. 2. The Authorizing Ordinance has been duly adopted by the City and constitutes a valid 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 valid and binding obligation of the City enforceable upon the City in accordance with its terms. 4. The Series 2024 Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City payable from and secured by a valid lien on and pledge of the Trust Estate (as defined in the Indenture), including receipts of the Sales and Use Tax (as defined in the Indenture), in the manner and to the extent provided in the Indenture. Such lien and pledge are made on a parity basis with the existing lien and pledge of the Trust Estate securing the City’s (i) Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A, and (ii) Sales and Use Tax Capital Improvement Bonds, Series 2022. The City is duly authorized to pledge such Trust Estate, and no further action on the part of the City or any other party is required to perfect the same or the interest of the owners of the Series 2024 Bonds therein. 5. The Sales and Use Tax has been validly adopted in accordance with the Constitution and laws of the State of Arkansas, including Amendment 62 and the Local Government Bond Act, and may be validly pledged to secure the Series 2024 Bonds. 6. Interest on the Series 2024 Bonds (including any original issue discount properly allocable to the owner of a Series 2024 Bond) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax imposed on individuals. The opinions described in the preceding sentence assume the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be met subsequent to the issuance of the Series 2024 Bonds. Failure to comply with such requirements could cause interest on the Series 2024 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2024 Bonds. The City has covenanted to comply with such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Series 2024 Bonds. 7. The interest on the Series 2024 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. 8. The Series 2024 Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Indenture is not required to be qualified under the Trust Indenture Act of 19 39, as amended, in connection with the offer and sale of the Series 2024 Bonds. A-3 It is to be understood that the rights of the registered owners of the Series 2024 Bonds and the enforceability of the Series 2024 Bonds, the Authorizing Ordinance and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights 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, [THIS PAGE INTENTIONALLY BLANK] B-1 APPENDIX B DEFINITIONS OF CERTAIN TERMS The following are definitions of certain terms used in this Official Statement: “Account” means an Account established by Article V of the Indenture. “Act” or “Local Government Bond Act” means the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2023) Sections 14-164-301 et seq., as from time to time amended. “Additional Bonds” means Bonds in addition to the Series 2019A Bonds, the Series 2022 Bonds and the Series 2024 Bonds which are issued under the provisions of the Indenture. “Amendment 62” means Amendment No. 62 to the Constitution of Arkansas, approved by the voters of the State on November 6, 1984. “Annual Debt Service” means, with respect to all or any particular amount of Bonds, the Debt Service for any particular Fiscal Year required to be paid or set aside during such Fiscal Year, less the amount of such payment which is provided from the proceeds of Bonds or from sources other than Sales and Use Tax re ceipts. “Authorized Representative” means either the Mayor or the Finance Director of the City and such additional persons as from time to time may be designated to act on behalf of the City by a Certificate furnished to the Trustee containing the specimen signature thereof and executed on behalf of the City by its Mayor. “Authorizing Ordinance” means Ordinance No. ____, adopted by the City on August __, 2024, which authorized the issuance of the Series 2024 Bonds pursuant to the Indenture. “Beneficial Owner” means any Person who acquires beneficial ownership interest in a Bond held by the Securities Depository. In determining the Beneficial Owner of any Bond, the Trustee may rely exclusively upon written representations made and information given to the Trustee by the Securities Depository or its Participants with respect to any Bond held by the Securities Depository in which a beneficial ownership interest is claimed. “Bond Counsel” means any firm of nationally recognized municipal bond counsel selected b y the City and acceptable to the Trustee. “Bond Fund” means the fund by that name created and established in the Indenture. “Bonds” means the Series 2019A Bonds, Series 2022 Bonds, Series 2024 Bonds and all Additional Bonds issued by the City pursuant to the Indenture. “Book-Entry System” means the book-entry system maintained by the Securities Depository and described in the Indenture. “Business Day” means any day other than (a) a Saturday or Sunday, (b) a day on which commercial banks in New York, New York, or the city in which the principal corporate trust office of the Trustee is located are authorized or required by law or executive order to close, or (c) a day on which the New York Stock Exchange or the Securities Depository is closed. “Certificate” means a document signed by an Authorized Representative of the City attesting to or acknowledging the circumstances or other matters therein stated. “City” means the City of Fayetteville, Arkansas, a municipality and political subdivision und er the laws of the State of Arkansas. “City Clerk” means the person holding the office and performing the duties of the City Clerk of the City. “Closing Date” means, with respect to any series of Bonds, the date upon which there is an exchange of such series of Bonds for the proceeds representing the purchase price for such series of Bonds by the Original Purchaser or Purchasers thereof. “Code” means the Internal Revenue Code of 1986, as from time to time amended, and applicable regulations issued or proposed thereunder. “Completion Date” means the date upon which a particular Project (or portion thereof) is first ready for normal continuous operation, as determined by the City’s Finance Director. B-2 “Continuing Disclosure Agreement” means, collectively, each Continuing Disclosure Agreement between City and the Dissemination Agent, dated the date of issuance and delivery of a series of Bonds, as originally executed and as amended from time to time in accordance with the terms thereof. “Costs of Issuance” means all items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, including, but not limited to, underwriting discounts, fees and expenses, election expenses, publication expenses, expenses of printing, reproducing, filing and recording documents, initial fees and charges of the Trustee and any Paying Agent, fees and expenses for legal, accounting and other professional services, rating fees, costs of securing any credit enhan cement for the Bonds, costs of execution, transportation and safekeeping of the Bonds, and other costs, charges and fees incurred in connection with the foregoing. “Costs of Issuance Fund” means the fund by that name created and established in the Indentur e. “Debt Service” means, with respect to all or any particular amount of Bonds, the total as of any particular date of computation and for any particular period of the scheduled amount of interest and amortization of principal payable on such Bonds, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. “Dissemination Agent” means the entity named as dissemination agent in each Continuing Disclosure Agreement entered into in connection with the issuance of a series of Bonds. “Election Ordinance” means Ordinance No. 6216, adopted by the City Council on December 18, 2018, pursuant to which there was submitted to the qualified electors of the City the ten questions relating to the issuance of the Bonds. “Event of Default” means any event of default specified in Section 801 of the Indenture. “Fiscal Year” means the 12-month period used, at any time, by the City for accounting purposes, which may be the calendar year. “Fund” means a fund established by the Indenture. “Government Securities” means (a) direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America, (b) obligations fully and unconditionally guaranteed as to tim ely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligation s are not available to any person claiming through the custodian or to whom the custodian may be obligated. “Holder” or “Bondholder” or “owner of the Bonds” means the registered owner of any Bond. “Indenture” means the Trust Indenture dated as of August 1, 2019, as supplemented and amended by the First Supplemental Trust Indenture dated as of June 1, 2022, and as supplemented and amended by the Second Supplemental Trust Indenture dated as of October 1, 2024, all between the City and the Trustee, pursuant to which the Bonds are issued, and any amendments and supplements thereto. “Investment Securities” means, if and to the extent the same are at the time legal for investment of Funds and Accounts held under the Indenture: (a) cash (fully insured by the Federal Deposit Insurance Corporation); (b) Government Securities; (c) Federal Housing Administration debentures; (d) The obligations of the following government-sponsored agencies which are not backed by the full faith and credit of the United States of America: B-3 1) Federal Home Loan Mortgage Corporation (FHLMC) senior debt obligations and Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); 2) Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system-wide bonds and notes; 3) Federal Home Loan Banks (FHL Banks) consolidated debt obligations; and 4) Federal National Mortgage Association (FNMA) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); (e) Unsecured certificates of deposit, time deposits, and bankers' acceptances (having maturities of not more than 365 days) of any bank the short-term obligations of which are rated “A-1+” or better by S&P and “Prime-1” by Moody’s; (f) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation, in banks which have capital and surplus of at least $15 million; (g) Commercial paper (having original maturities of not more than 270 days) rated “A-1+” by S&P and “Prime-1” by Moody's; (h) Money market funds rated “Aam” or “AAm-G” by S&P, or better and if rated by Moody’s rated “Aa2” or better; (i) “State Obligations”, which means: 1) Direct general obligations of any state of the United States of America or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated at least “A3” by Moody's and at least “A-” by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured gener al obligation debt is so rated; 2) Direct general short-term obligations of any state agency or subdivision or agency thereof described in (a) above and rated “A-1+” by S&P and “MIG-1” by Moody's; and 3) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state or state agency described in (b) above and rated “AA-” or better by S&P and “Aa3” or better by Moody's; (j) Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by Moody's meeting the following requirements: 1) the municipal obligations are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocable in structions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions; 2) the municipal obligations are secured by cash or U.S. Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations; 3) the principal of and interest on the U.S. Treasury Obligations (plus any cash in the escrow) has been verified by the report of indep endent certified public B-4 accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification Report”); 4) the cash or U.S. Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations; 5) no substitution of a U.S. Treasury Obligation shall be permitted except with another U.S. Treasury Obligation and upon delivery of a new Verification Report; and 6) the cash or U.S. Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent. “Mayor” means the person holding the office and performing the duties of the Mayor of the C ity. “Original Purchaser” means the first purchaser(s) of a series of the Bonds from the City. “Outstanding” means, as of any date of computation, Bonds theretofore or thereupon being delivered under the Indenture, except: (a) Bonds cancelled at or prior to such date or delivered to or acquired by the Trustee at or prior to such date for cancellation; (b) Bonds deemed to be paid in accordance with Article VII of the Indenture; and (c) Bonds in lieu of or in exchange or substitution for which other Bonds shall have been authenticated and delivered pursuant to the Indenture. “Parks Project” means the acquisition, design, construction and equipping of certain City parks systems and related improvements, as described in the Election Ordinance and eligible for finan cing with the proceeds of the Bonds in aggregate principal amount not to exceed $26,405,000. “Participants” means those financial institutions for whom the Securities Depository effects book -entry transfers and pledges of securities deposited with the Secu rities Depository in the Book-Entry System, as such listing of Participants exists at the time of such reference. “Paying Agent” means any bank or trust company named by the City as the place at which the principal of and premium, if any, and interest on the Bonds are payable. “Person” means any natural person, firm, association, corporation, limited liability company, partnership, joint stock company, joint venture, trust, unincorporated organization or firm, or a government or any agency or political subdivision thereof or other public body. “Projects” means, collectively, the Streets Project and the Parks Project. “Project Costs” means, to the extent permitted by the Act or other applicable laws, with respect to the Projects, all costs of planning, designing, purchasing, acquiring, constructing, improving, enlarging, extending, repairing, financing and placing in operation, including obtaining governmental approvals, certificates, permits and licenses with respect thereto, heretofore or her eafter paid or incurred by or on behalf of the City and which shall include, but shall not be limited to: (a) interest accruing in whole or in part on the Bonds prior to and during construction of the Projects, including all amounts required by the Indenture to be paid from the proceeds of the Bonds into the Bond Fund; (b) preliminary investigation and development costs, engineering fees, contractors’ fees, labor costs, the cost of materials, equipment, utility services and supplies, costs of obtaining perm its, licenses and approvals, costs of real property, insurance premiums, legal and financing fees and costs, administrative and general costs, and all other costs properly allocable to the acquisition, construction and equipping of the Projects and placing the same in operation; B-5 (c) all costs relating to injury and damage claims arising out of the acquisition, construction or equipping of the Projects; (d) all other costs incurred in connection with, and properly allocable to, the acquisition, construction and equipping of the Projects; and (e) amounts to pay or reimburse the City or any City fund for expenses of the City incident and properly allocable to such planning, designing, purchasing, acquiring, constructing, improving, enlarging, extending, repairing, financing and placing in operation of the Projects. “Project Fund” means the fund by that name created and established in the Indenture. “Rating Agency” means Moody’s Investors Service, S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, or Fitch, Inc., and their respective successors and assigns. If any such corporation ceases to act as a securities rating agency, the City may appoint any nationally recognized securities rating agency as a replacement. “Rebate Fund” means the fund by that name created and established in the Indenture. “Record Date” means the fifteenth day of the calendar month preceding the calendar month in which an interest payment date on the Bonds occurs. “Redemption Fund” means the fund by that name e stablished in the Indenture. “Requisition” means a written requisition of the City, consecutively numbered, signed by an Authorized Representative including, without limitation, the following with respect to each payment requested: (i) the particular Project to which it relates; (ii) the name of the Person or party to whom payment is to be made and the purpose of the payment; (iii) the amount to be paid thereunder; (iv) that such amount has not been previously paid by the City and is justly due and owing to the Person(s) named therein as a proper payment or reimbursement of a Project Cost; and (v) that no Event of Default exists under the Indenture and that, to the knowledge of the Authorized Representative, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. “Revenue Fund” means the fund by that name created and established in the Indenture. “Sales and Use Tax” means the one percent (1.00%) city-wide sales and use tax authorized under the Act which has been levied within the City pursuant to the Election Ordinance and approved by the voters of the City, the collection of which tax commenced on October 1, 2019. Receipts of the Sales and Use Tax are pledged to the payment of Debt Service on the Bonds. “Securities Depository” means The Depository Trust Company, New York, New York, or its nominee, and its successors and assigns, or any other depository institution appointed by the City or the Trustee to act as depository for the Bonds in connection with the Book -Entry System. “Series 2019A Bonds” means the City’s Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A, issued under and secured by this Indenture in the original aggregate principal amount of $124,425,000. “Series 2022 Bonds” means the City’s Sales and Use Tax Capital Improvement Bonds, Series 2022, issued under and secured by this Indenture in the original aggregate principal amount of $74,340,000. “Series 2024 Bonds” means the City’s Sales and Use Tax Capital Improvement Bonds, Series 2024, issued under and secured by this Indenture in the original aggregate principal amount of $15,000,000*. “State” means the State of Arkansas. “Streets Project” means the acquisition, design, construction, reconstruction, repair, resurfacing, straightening and widening of certain City streets and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate pr incipal amount not to exceed $73,925,000. B-6 “Supplemental Indenture” means any indenture supplemental to or amendatory of the Indenture. “Surplus Tax Receipts” shall have the meaning ascribed to such term in Section 503 of the Indenture. “Tax Compliance Agreement” means with respect to any series of tax-exempt Bonds, that Tax Compliance Agreement of the City relating to maintenance of the excludability of interest on such Bonds from gross income for federal income tax purposes, delivered in connection with the issuance of such series of Bonds. “Trustee” means the banking corporation or association designated as Trustee in the Indenture, and its successor or successors as such Trustee. The original Trustee is Simmons Bank, Pine Bluff, Arkansas. “Trust Estate” means the property described in the granting clauses of the Indenture. _______________________________ * Preliminary; subject to change. C - 1 APPENDIX C THE SALES AND USE TAX Sales Tax. The sales tax portion of the Sales and Use Tax is generally levied upon the gross proceeds and receipts derived from all sales to any Person within the City of the following: (a) Tangible personal property; (b) Specified digital products; (c) Digital codes; (d) Natural or artificial gas, electricity, water, ice, steam, or any other tangible personal property sold as a utility or provided as a public service; (e) Any intrastate, interstate, and international telecommunications service that is sourced in the State, any ancillary service, and any installation, maintenance, or repair service of telecommunications equipment; (f) Service of furnishing rooms, suites, condominiums, townhouses, rental houses, or other accommodations by hotels, apartment hotels, lodging houses, tourist camps, tourist courts, property management companies, accommodations intermediaries, or any other provider of accommodations to transient guests; (g) Service of cable television, community antenna television, and any and all other distribution of television, video, or radio services with or without the use of wires provided to subscribers, paying customers or users, including all service charges and rental charges, and including installation and repair service charges and any other charges having any connection with the providing of the said services; provided, however, sales taxes are not levied on services purchased by radio or television providers for use in providing their services; (h) Service of initial installation, alteration, addition, cleaning, refinishing, replacement, and repair of motor vehicles, aircraft, farm machinery and implements, motors of all kinds, tires and batteries, boats, electrical appliances and devices, furniture, rugs, flooring, upholstery, household appliances, televisions and radios, jewelry, watches and clocks, engineering instruments, medical and surgical instruments, machinery of all kinds, bicycles, office machines and equipment, shoes, tin and sheet metal, mechanical tools, and shop equipment; however, the tax does not apply to (A) the repair or maintenance of railroad parts, railroad cars, and equipment brought into the City solely and exclusively for the purpose of being repaired, refurbished, modified, or converted within the City; (B) services performed on watches and clocks which are received by mail or common carrier from outside the State and which, after the service is performed, are returned to points outside the State; (C) the service of alteration, addition, cleaning, refinishing, replacement or repair of commercial jet aircraft or commercial jet aircraft components or subcomponents; (D) the repair or remanufacture of industrial metal rollers or platens that have a remanufactured nonmetallic material covering on all or a part of the roller or platen surface which are brought into the State solely and exclusively for the purpose of being repaired or remanufactured in this State and are then shipped back to the state of origin; (E) services performed by a temporary or leased employee or other contract laborer on items owned or leased by the employer; or (F) the initial installation, alteration, addition, cleaning, refinishing, replacement or repair of nonmechanical, passive or manually operated components of buildings or other imp rovements or structures affixed to real estate; (i) Service of providing transportation or delivery of money, property or valuables by armored car; service of providing cleaning or janitorial work; service of pool cleaning and servicing; pager services; te lephone answering services; landscaping and non-residential lawn care services; service of parking a motor vehicle or allowing a motor vehicle to be parked; service of storing a motor vehicle; service of storing furs; service of providing indoor tanning at a tanning salon; wrecker and towing services; service of collecting and disposing of solid waste; parking lot and gutter cleaning services; dry cleaning and laundry services; industrial laundry services; body piercing, tattooing, and electrolysis services; pest control services; security and alarm monitoring services; boat storage and docking fees; service of furnishing camping spaces or trailer spaces at public or privately owned campgrounds, except for federal campgrounds, on less than a month -to-month basis; locksmith services; and pet grooming and kennel services; (j) Printing of all kinds, types, and characters, including the service of overprinting, and photography of all kinds; (k) Tickets or admissions to places of amusement, or to athletic, entertainment or recreational events, or fees for access to or the use of amusement, entertainment, athletic or recreational facilities ; provided, however, C-2 sales taxes are not levied on membership dues paid to a hunting or fishing club that are paid to obtain access to land for the primary purpose of hunting or fishing; (l) Dues and fees to health spas, health clubs, and fitness clubs; and dues and fees to private clubs which hold any permit from the Alcoholic Beverage Control Board allowing the sale, dispensing , or serving of alcoholic beverages of any kind on the premises; provided, however, sales taxes are not levied on membership dues paid to a hunting or fishing club that are paid to obtain access to land for the primary purpose of hunting or fishing ; (m) Beer, wine, liquor, or any intoxicating beverages; (n) Proceeds derived from the business of owning, operating, or leasing of coin-operated pinball machines, coin-operated music machines, coin-operated mechanical games, and similar devices; (o) Contracts, including service contracts, maintenance agreements and extended warranties, which in whole or in part provide for the future performance of or payment for services which are sub ject to the sales tax; (p) Any device used in playing bingo and any charge for admittance to facilities or for the right to play bingo or other games of chance; (q) Computer software, including prewritten computer software, but not proceeds from the sal e of a software maintenance contract; (r) Service of repairing or maintaining computer equipment or hardware; (s) Prepaid calling service or a prepaid wireless calling service and the recharge of a prepaid calling service or a prepaid wireless calling service; (t) Lease or rental of a portable toilet on a short-term or a long-term basis, and any service associated with the lease or rental of a portable toilet provided by the lessor or otherwise ; (u) Fishing guide services; (v) New or used heavy equipment; and (w) Withdrawals from stock. Exemptions from Sales Tax. As summarized below, several types of transactions have been exempted from the sales tax by the General Assembly of the State. Some of the current exemptions include the sale of: (a) Tangible personal property, specified digital products, a digital code, or services by churches, except where such organizations may be engaged in business for profit; (b) Tangible personal property, specified digital products, a digital code, or services by charitable organizations, except where such organizations may be engaged in business for profit; (c) Foodstuffs in public, common, high school, or college cafeterias and lunch rooms operated primarily for teachers and pupils, and not operated primarily for the public or for profit; (d) Newspapers; (e) Property or services to the United States Government; motor vehicles and adaptive equipment to disabled veterans who have purchased said vehicles or adaptive equipment with financial assistance of the United States Department of Veterans Affairs; specified digital products, digital code, or tangible personal property to and leasing to the Salvation Army, Heifer Project International, Inc., Habitat for Humanity, Arkansas Symphony Orchestra Society, Inc., the Arkansas Black Hall of Fame Foundation, Inc., the Arkansas Scent Dog Association, Inc., the Boy Scouts of America, the Girl Scouts of America or any of the Scout Councils in the State , to the Boys & Girls Club of America, to the Poets’ Roundtable of Arkansas, to 4-H Clubs and FFA Clubs, to the Arkansas 4-H Foundation, to the Arkansas Future Farmers of America Foundation, to the Arkansas Future Farmers of America Association, to a parent teacher organization, a parent teacher association, or a similar nonpro fit organization that is affiliated with a public school, and to the Disabled American Veterans Organization ; (f) Gasoline or motor vehicle fuel on which the motor vehicle fuel or gasoline tax has been paid to the State; special fuel or petroleum products sold for consumption by vessels, barges, and other commercial watercraft and railroads; dyed distillate special fuel on which a tax has been paid; and biodiesel fuel; C-3 (g) Property resales to persons regularly engaged in the business of reselling the articles purchased; (h) Advertising space in newspapers and publications, billboard advertising services, and advertising on public transit buses; (i) Publications sold through regular subscription; (j) Gate admission at State, district, county, or township fairs or at any rodeo if the receipts derived from gate admissions to the rodeo are used exclusively for the improvement, maintenance , and operation of such rodeo, and if no part of the net earnings thereof inures to the benefit of any private stockholder or individual; (k) Property or services which the State is prohibited by the United State Constitution and the laws of the United States or by the Arkansas Constitution from taxing or further taxing; (l) Isolated sales not made by an established business; (m) Cotton, seed cotton, lint cotton, baled cotton, whether compressed or not, or cotton seed in its original condition; seed for use in commercial production of an agricultural product or of seed; raw products from the farm, orchard, or garden, when the sale is made by the producer of the raw products directly to the consumer and user; livestock, poultry, poultry products, and dairy products of producers owning not more than five cows; and baby chickens; (n) Foodstuffs to governmental agencies for free distribution to any public, penal, and eleemosynary institutions or for free distribution to the poor and needy ; (o) Rental or sale of medical equipment, for the benefit of persons enrolled in and eligible for Medicare or Medicaid programs; (p) Tangible personal property, specified digital products, digital code, or services provided to any hospital or sanitarium operated for charitable and nonprofit purposes or any nonprofit organization whose sole purpose is to provide temporary housing to the family members of patients in a hospital or sanitarium; (q) Used tangible personal property when the used property was (1) traded in and accepted by the seller as part of the sale of other tangible personal property; and (2) the Arkansas Gross Receipts Tax was collected and paid on the total amount of consideration for the sale of the other tangible personal property without any deduction or credit for the value of the used tangible personal property; provided, however, this exemptio n does not apply to transactions involving used automobiles or used aircraft; (r) Unprocessed crude oil; (s) Tangible personal property consisting of machinery and equipment used directly in producing, manufacturing, fabricating, assembling, processing, f inishing, or packaging of articles of commerce at (i) new manufacturing or processing plants or facilities in the State or (ii) existing manufacturing or processing plants or facilities in the State if the tangible personal property is used to replace existing machinery and equipment at such plant or facilities; (t) Property consisting of machinery and equipment required by State or federal law or regulations to be installed and utilized by manufacturing or processing plants or facilities, cities or towns in the State in order to prevent or reduce air and/or water pollution or contamination; (u) Electricity used in the manufacture of aluminum metal by the electrolytic reduction process ; (v) Articles sold on the premises of the Arkansas Veterans Home; (w) Automobile parts which constitute “core charges,” which are received for the purpose of securing a trade-in for the article purchased; (x) Tangible personal property lawfully purchased with food stamps, food coupons, food instruments or vouchers in connection with certain Federal programs; (y) Parts or other tangible personal property incorporated into or which become a part of commercial jet aircraft components or subcomponents, and the services required to incorporate the parts or other tangible personal property into a part of commercial jet aircraft components or subcomponents; (z) Transfer of fill material by a business engaged in transporting or delivering fill material; C-4 (aa) Long-term leases, thirty (30) days or more, of commercial trucks used for interstate transportation of goods under certain conditions; (bb) Catalysts, chemicals, reagents, and solutions which are consumed or used in producing, manufacturing, fabricating, processing or finishing articles of commerce at manufacturing or processing plants in the State, and by manufacturing or processing plants or facilities in the State to prevent or reduce air or water pollution or contamination; (cc) Fuel packaging materials sold to persons engaged in the business of processing hazardous and non- hazardous waste materials into fuel products at an approved site, and machinery and equipment, including analytical equipment and chemicals used directly in processing hazardous and non-hazardous waste materials into fuel products at an approved site; (dd) Goods, wares, merchandise, or tangible personal property withdrawn or used from an established business or from the stock in trade of established reserves for consumption or use in an established business or by any other person if the goods, wares, merchandise or other tangible personal property withdrawn or used is donated to a National Guard Member, emergency service worker, or volunteer providing services to a county which has been declared a disaster area by the Governor; (ee) Tangible personal property, specified digital products, or digital code sold by or to a car wash operator for use in an automatic car wash, a car wash tunnel, or a self -service bay or as part of an ancillary service; services to a car wash operator; and ancillary services by a car wash operator; (ff) Tangible personal property sold at a concession stand operated by a nonprofit youth organization if all of the proceeds go to that organization; (gg) New and used farm machinery and equipment; (hh) Feedstuffs used in the commercial production of livestock or poultry; (ii) Agricultural fertilizer, agricultural limestone, agricultural chemicals and water purchased from a public surface-water delivery project to reduce or replace water used for in -ground irrigation or to reduce depletion of groundwater for agriculture; (jj) Prescription drugs by licensed pharmacists, hospitals or physicians, and oxygen sold for human use on prescription of a licensed physician; (kk) Vessels, barges and towboats of at least fifty (50) tons load displacement and parts and labor used in the repair and construction of the same; (ll) Bagging and other packaging and tie materials sold to and used by cotton gins in the State for packaging and/or tying baled cotton, twine which is used in the production of tomato crops, and expendable supplies for farm machinery used for baling, tying, wrapping, or sealing animal feed products ; (mm) Aircraft held for resale and used for rental or charter, whether by a business or an individual for a period not to exceed one year from the date of purchase of aircraft; (nn) Motor vehicles sold to municipalities, counties, school districts, and State supported colleges and universities; (oo) School buses sold to school districts and, in certain cases, to other purchasers providing school bus service to school districts; (pp) Sale of tickets or admissions, by municipalities and counties, to places of amusement, to athletic entertainment, recreational events, or fees for the privilege of having access to or the use of amusement, entertainment, athletic or recreational facilities, including free or complimentary passes, tickets, admissions, dues or fees; (qq) Tickets for admission to athletic events and interscholastic activities of public and private elementary and secondary schools in the State and tickets for admission to athletic events at public and private colleges and universities in the State; (rr) Property or sales to all orphans’ homes, or children's homes, which are not operated for profit and whether operated by a church, religious organization or other benevolent charitable association; C-5 (ss) Property or services to humane societies which are not operated for profit; (tt) New automobiles to a veteran of the United States Armed Services who is blind as a result of a service connected injury; (uu) The first 500 kilowatt hours of electricity per month and the total franchise taxes billed to each residential customer whose household income is less than $12,000 per year; (vv) Motor fuels to owners or operators of motor buses operated on designated streets according to regular schedule and under municipal franchise which are used for municipal transportation purposes; (ww) Insulin and test strips for testing blood sugar levels in humans; (xx) New motor vehicles purchased by nonprofit organizations and used for the performance of contracts with the Department of Human Services, and new motor vehicles purchased with Federal Transit Administration funds if (i) the vehicles meet minimum specifications of State purchasing law, and (ii) the vehicles are used for transportation under the Department of Human Services' programs for the aging, disabled, mentally ill, and children and family services; (yy) Foodstuffs to nonprofit agencies; (zz) Tangible personal property consisting of forms constructed of plaster, cardboard, fiberglass, natural fibers, synthetic fibers, or composites and which are destroyed or consumed during the manufacture of the item; (aaa) Natural gas used as a fuel in the process of manufacturing glass; (bbb) Sales to the Community Service Clearinghouse, Inc. of Fort Smith; (ccc) Substitute fuel used in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging of articles of commerce at manufacturing facilities or processing plants in the State; (ddd) Railroad rolling stock manufactured for use in transporting persons or property in interstate commerce; (eee) Parts or other tangible personal property which become a part of railroad parts, railroad ca rs and equipment brought into the State for the purpose of being repaired, refurbished, modified or converted within the State; (fff) Gas produced from biomass and sold for the purpose of generating steam, hot air or electricity to be sold to the gas producer; (ggg) Machinery, new and used equipment, and related attachments that are sold to or used by a person engaged primarily in the harvesting of timber; (hhh) Prescriptive durable medical equipment, mobility enhancing equipment , prosthetic devices, and disposable medical equipment; (iii) Fire protection and emergency equipment to be owned by and exclusively used by a volunteer fire department, and supplies and materials to be used in the construction and maintenance of volunteer fire departments; (jjj) Electricity and natural gas to qualified steel, wall and floor tile manufacturers; (kkk) Certain new and used trucks to be engaged in interstate commerce; (lll) Textbooks, library book and other instructional materials if purchased by State school distr icts or public schools or by the State for free distribution to State school districts or public schools; (mmm) Electricity used for the production of chlorine and other chemicals using a chlor -alkali manufacturing process; (nnn) Livestock reproduction equipment and substances; (ooo) Tangible personal property, specified digital products, digital code, or services to a qualified museum or its contractor or agent if such property is to be used in the construction, repair, expansion, or opera tion of the qualified museum facility; (ppp) Natural gas and electricity in the manufacturing of tires; C-6 (qqq) Thermal imaging equipment purchased by a county government for use by law enforcement aircraft; (rrr) During the first weekend in August of each year only, items of clothing costing less than $100, clothing accessories and equipment costing less than $50, school art supplies, school instructional materials and school supplies; (sss) Sale, lease or rental of kegs used to sell beer at wholesale by a wholesale manufacturer of beer; (ttt) Electricity, liquefied petroleum gas and natural gas used by grain drying and storage facilities, qualifying agricultural structures and qualifying aquaculture and horticulture equipment ; (uuu) Dental appliances sold to or by dentists, orthodontists, oral surgeons, maxillofacial surgeons and endodontists; (yyy) A portion of the acquisition price of new manufactured homes and modular homes; (xxx) New and used mobile homes and used manufactured homes and modular homes; (yyy) Telephone instruments sent into the State for refurbishing or repair and then shipped back to the state of origin; (zzz) Industrial metal rollers sent into the State for refurbishing or repair and then shipped back to the state of origin; (aaaa) Repair parts and labor for pollution control machinery and equipment; (bbbb) Sales by commercial farmers of certain baling twine, net wrap, silage wrap and similar products; (cccc) Sales of utilities used by qualifying agricultural and horticultural equ ipment; (dddd) Sales of utilities used by grain drying and storage facilities; (eeee) Sales of a service providing for the electronic transmission of a drug prescription directly to a pharmacy, including without limitation services provided directly by an electronic prescription technology company or indirectly through a pharmacy software company or pharmacy management system; (ffff) Sales of aircraft within the State if the aircraft will be based outside of the State; (gggg) Sales of a washer-extractor required by State law to a fire department or intergovernmental council of a county; (hhhh) Sales of water used exclusively in the operation of a poultry farm; (iiii) Sales of coins or currency or bullion; (jjjj) Sales of new or used mortality compo sting devices to a person engaged in the commercial production of livestock or poultry; and (kkkk) Sales of (1) data center equipment; (2) eligible data center costs; (3) services purchased for the purpose of and in conjunction with developing, acquiring, constructing, expanding, renovating, refurbishing, and operating a qualified data center; and (4) electricity used by a qualified data center. Reference is made to “The Arkansas Gross Receipts Act of 1941,” Title 26, Chapter 52 of the Arkansas Code of 1987 Annotated, for more information concerning the sales tax. Use Tax. The use tax portion of the Sales and Use Tax is levied on every person for the privilege of storing, using, distributing or consuming within the State any article of tangible personal property, specified digital product, digital code or taxable service purchased for storage, use, distribution, or consumption within the State. The use tax applies to the use, distribution, storage or consumption of every article of tangible personal proper ty, specified digital product, digital code, or taxable service, except as hereinafter provided. The use tax is levied on the following described tangible personal property: (a) Property of motor carriers consisting of tractors, trailers, semitrailers, trucks, buses, and other rolling stock, including replacement tires, used directly in the transportation of persons or property in intrastate or interstate common carrier transportations; (b) Property (except fuel) of railroads consumed in the operation of railroad rolling stock; C-7 (c) Pipelines, including transmission lines and pumping or pressure control equipment used directly in or connected to the primary pipeline facility engaged in intrastate or interstate common carrier transportation of property; (d) Property of airlines consisting of airplanes and navigation instruments used directly in or becoming a part of flight aircraft engaged in the transportation of persons or property in regular scheduled intrastate or interstate common carrier transportation; (e) Property of public telephone and telegraph companies consisting of e xchange equipment, lines, boards, and all accessory devices used directly in and connected to the primary facility engaged in the transmission of messages; (f) Property of gas companies consisting of transmission and distribution pipelines and pumping or pressure control and equipment used in connection therewith used directly in a primary pipeline facility for the purpose of transporting and delivering natural gas; (g) Property of water companies consisting of transmission and distribution lines, pumping machinery and controls used in connection therewith and cleaning or treating equipment of a primary water distribution system; (h) Property of public electric power companies consisting of all machinery and equipment including reactor cores and related accessory devices used in the generation and production of electric power and energy , and transmission facilities consisting of the lines, including poles, towers, and other supporting structures, transmitting electric power and energy together with substations located on or attached to such lines; (i) Computer software and the service repairing or maintaining computer equipment or hardware in any form; (j) Tangible personal property, specified digital products, digital code, and services provided to financial institutions; and (k) Prepaid calling service or a prepaid wireless calling service and the recharge of a prepaid calling service or a prepaid wireless calling service. Exemptions from Use Tax. Some of the property and services exempted from the use tax by the General Assembly of the State is as follows: (a) Property or services, the storage, use, distribution, or consumption of which the State is prohibited from taxing under the Constitution or laws of the United States of America or the State; (b) Sales of tangible personal property, specified digital products, digital code, or services on which the sales tax under the Arkansas Gross Receipts Act of 1941 is levied; (c) Tangible personal property, specified digital products, digital code, and services specifically exempted from taxation under the Arkansas Gross Receipts Act of 1941; (d) Feedstuffs used in the commercial production of livestock or poultry in the State; (e) Unprocessed crude oil; (f) Machinery and equipment used directly in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging articles of commerce at manufacturing or processing plants or facilities in t he State, including facilities and plants for manufacturing feed, processing of poultry and /or eggs and livestock and the hatching of poultry and such equipment is either (1) purchased to create or expand manufacturing or processing plants in the State, (2) purchased to replace existing machinery and used directly in producing, manufacturing, fabricating, assembling, processing, finishing or packaging of articles of commerce at manufacturing or processing plants in the State, or (3) required by State or federal laws, rules or regulations to be installed and utilized by manufacturing or processing plants to prevent or reduce air and/or water pollution or contamination; (g) Modular homes constructed with materials on which the sales or use tax has once been p aid; (h) Aircraft, aircraft equipment, and railroad parts, cars, and equipment, and tangible personal property owned or leased by aircraft, airmotive, or railroad companies, brought into the State solely and exclusively for refurbishing, conversion, or modification within the State and not used or intended for use within the State; C-8 (i) Aircraft, aircraft equipment, and railroad parts, cars, and equipment, and tangible personal property owned or leased by aircraft, airmotive, or railroad companies, brought into the State solely and exclusively for storage for use outside or inside the State; (j) Vessels, barges, and towboats of at least a fifty-ton load displacement and parts and labor used in the repair and construction of them; (k) Motor fuels sold to the owners or operators of motor buses operated on designated streets according to regular schedule, under municipal franchise, which are used for municipal transportation purposes; (l) Agricultural fertilizer, agricultural limestone and agricultural chemicals; (m) All new and used motor vehicles, trailers or semitrailers that are purchased for a total consideration of less than $4,000; (n) Any tangible personal property, specified digital products, digital code, or taxable services used, consumed, distributed, or stored in the State upon which a like tax, equal to or greater than the Arkansas Compensating (Use) Tax, has been paid in another state; (o) Dental appliances sold by or to dentists or certain other professionals; (p) Forms constructed of plaster, cardboard, fiberglass, natural fibers, synthetic fibers, or composites and which are destroyed or consumed during the manufacture of the item; (q) Natural gas used as fuel in the process of manufacturing glass; (r) Sales to the Community Service Clearinghouse, Inc. of Fort Smith; (s) Foodstuffs to nonprofit agencies; (t) Railroad rolling stock manufactured for use in transporting persons or property in interstate commerce; (u) Tangible personal property or services to a nonprofit blood donation organization; (v) Prescriptive durable medical equipment, mobility enhancing equipment , prosthetic devices, and disposable medical equipment; (w) Fire protection and emergency equipment to be owned by and exclusively used by a volunt eer fire department, and supplies and materials to be used in the construction and maintenance of volunteer fire departments; (x) Electricity and natural gas to qualified steel and wall and floor tile manufacturers; (y) Certain new or used trucks to be engaged in interstate commerce; (z) Utilities used by qualifying agricultural or horticultural equipment; (aa) Utilities used by grain drying and storage facilities; (bb) Tangible personal property, specified digital products, digital code, or services to a qualified museum or its contractor or agent if such property is to be used in the construction, repair, expansion, or operation of the qualified museum facility; and (cc) Machinery and equipment purchased to modify, replace, or repair, either in whole o r in part, existing machinery, equipment, molds or dies used directly in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging articles of commerce at a manufacturing or processing plant or facility in the State, and servic es relating to the initial installation, alteration, addition, cleaning, refinishing, replacement, or repair of such machinery and equipment. Reference is made to “The Arkansas Compensation (Use) Tax Act of 1949,” Title 26, Chapter 53 of the Arkansas Code of 1987 Annotated, for more information concerning the use tax. [THIS PAGE INTENTIONALLY BLANK] 4856-5035-0286.1 KUTAK ROCK LLP DRAFT 07/12/2024 07/__/2024COPY CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (this “Disclosure Agreement”) is executed and delivered by the City of Fayetteville, Arkansas (the “City”) and Simmons Bank, Pine Bluff, Arkansas, as dissemination agent (the “Dissemination Agent”), in connection with the issuance of $15,000,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2024 (the “Bonds”). The Bonds are being issued pursuant to the terms and provisions of Ordinance No. ____ duly approved by the City Council of the City on August __, 2024, and pursuant to the terms and provisions of a Trust Indenture dated as of August 1, 2019, as amended and supplemented by a First Supplemental Trust Indenture dated as of June 1, 2022, and by a Second Supplemental Trust Indenture dated as of October 1, 2024 (as supplemented and amended, the “Indenture”), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the “Trustee”). In connection with the issuance and delivery of the Bonds, the C ity and the Dissemination Agent covenant and agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the City for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with, and constitutes the written undertaking for the Beneficial Owners of the Bonds required by, SEC Rule 15c2-12(b)(5) (the “Rule”). The City is an “obligated person” within the meaning of the Rule. The Dissemination Agent shall have no liability with respect to the content of any disclosure provided hereunder, and shall be liable only to the City for sending notices hereund er. As required by the Rule, this Disclosure Agreement is enforceable by Beneficial Owners of the Bonds pursuant to Section 7 hereof. Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement, the following capitalized terms shall have the following meanings: “Annual Financial Information” means the financial information and operating data described in Exhibit I. “Annual Financial Information Disclosure” means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 4. “Audited Financial Statements” means the audited consolidated financial statements of the City, prepared pursuant to the standards and as described in Exhibit I. “Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. 2 4856-5035-0286.1 “Business Day” means any day other than a Saturday or Sunday or a day on which banks in the State of Arkansas or in the state in which the Dissemination Agent is located are not open for business. “Commission” means the U.S. Securities and Exchange Commission. “Disclosure Representative” means the City’s Finance Director, or his or her designee, or such other person as the City shall designate in writing to the Dissemination Agent from time to time. “Dissemination Agent” means Simmons Bank, Pine Bluff, Arkansas, acting in its capacity as a dissemination agent hereunder, or any successor dissemination agent designated in writing by the City and which has filed with the Trustee a written acceptance of such designation. “EMMA” means the Electronic Municipal Market Access facility for municipal securities disclosure of the MSRB. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Financial Obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation does not include municipal securities as to which a final official statement has been otherwise provided to the MSRB under the Rule. “Fiscal Year” means any period of twelve (12) consecutive months adopted by the City as its fiscal year for financial reporting purpose. The Fiscal Year of the City presently ends on December 31 of each year. “Listed Event” means the occurrence of any of the events with respect to the Bonds set forth in Exhibit II. “Listed Events Disclosure” means dissemination of a notice of a Listed Event as set forth in Section 5. “MSRB” shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 15B(b)(1) of the 1934 Act. “Participating Underwriter” means each broker, dealer or municipal securities dealer acting as an underwriter in any primary offering of the Bonds. “Prescribed Form” means, with regard to the filing of Annual Financial Information, Audited Financial Statements and notices of Listed Events with the MSRB at www.emma.msrb.org (or such other address or addresses as the MSRB may from time to time specify), such electronic format, accompanied by such identifying information, as shall have been prescribed by the MSRB and which shall be in effect on the date of filing of such information. 3 4856-5035-0286.1 “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission (“SEC”) under the Exchange Act, as modified by Rule 15c2-12(d)(2), as the same may be amended from time to time. “Sales and Use Tax” shall mean the one percent (1.00%) city-wide sales and use tax authorized under the Local Government Bond Act which has been levied within the City pursuant to Ordinance No. 6216 adopted by the City on December 18, 2018, the collection of which tax commenced as provided by State law, as approved by the voters of the City. “State” means the State of Arkansas. “Undertaking” means the obligations of the City pursuant to Sections 4 and 5. Section 3. CUSIP Number/Final Official Statement. The CUSIP Number of the final maturity of the Bonds is 312673 ___. The final Official Statement relating to the Bonds is dated September __, 2024 (the “Final Official Statement”). Section 4. Annual Financial Information Disclosure. Subject to Section 9 of this Disclosure Agreement, the City hereby covenants that it will disseminate, or will cause the Dissemination Agent to disseminate, the Annual Financial Information and the Audited Financial Statements (in the form and by the dates set forth below and in Exhibit I) by delivering such Annual Financial Information and the Audited Financial Statements to the MSRB within 180 days of the completion of the City’s Fiscal Year. Such information shall be delivered or caused to be delivered in Prescribed Form and by such time so that such entity receives the information by the dates specified. Not later than five (5) Business Days prior to the date specified in the preceding paragraph for providing the Annual Financial Information Disclosure to the MSRB, the City shall provide such Annual Financial Information Disclosure to the Dissemination Agent. If by such date the Dissemination Agent has not received a copy of the applicable Annual Financial Information Disclosure, the Dissemination Agent shall contact the applicable Disclosure Representative to determine if the City is in compliance with the preceding paragraph of this Section 4. If the Dissemination Agent is unable to verify that the Annual Financial Information Disclosure has been provided to the MSRB by the date required in the preceding paragraph, the Dissemination Agent shall file a notice with the MSRB in substantially the form attached as Exhibit III hereto. Contemporaneously with the filing by the Dissemination Agent of any Annual Financial Information Disclosure with the MSRB, the Dissemination Agent shall give notice thereof to the City and the Trustee (if the Trustee is not the Dissemination Agent) certifying that such filing has been made and the date on which it was filed. If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, the City will disseminate or cause dissemination of a statement to such effect as part of its Annual Financial Information for the Fiscal Year in which such event first occurs. 4 4856-5035-0286.1 If any amendment is made to this Disclosure Agreement, the Annual Financial Information for the Fiscal Year in which such amendment is made (or in any notice or supplement provided to the MSRB) shall contain a narrative description of the reasons for such amendment and its impact on the type of information being provided. Section 5. Listed Events Disclosure. Subject to Section 9 of this Disclosure Agreement, the City hereby covenants to disseminate or cause dissemination in a timely manner, not in excess of ten (10) Business Days after the occurrence of the event, of Listed Events Disclosure to the MSRB in Prescribed Form. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Bonds need not be given under this Disclosure Agreement any earlier than the notice (if any) of such redemption is given to the owners of the Bonds pursuant to the Indenture. The City is required to deliver or cause delivery of such Listed Events Disclosure in the same manner as provided by Section 4 of this Disclosure Agreement. Section 6. Duty to Update EMMA/MSRB. The Dissemination Agent shall determine, in the manner it deems appropriate, whether there has occurred a change in the MSRB’s e -mail address or filing procedures and requirements under EMMA each time it is required to file information with the MSRB. Section 7. Consequences of Failure of the City to Provide Information. In the event of a failure of the City to comply with any provision of this Disclosure Agreement, the Trustee may (and at the request of a Participating Underwriter or the Beneficial Owners of at least 25% in aggregate outstanding principal amount of the Bonds, and upon being indemnified to its satisfaction, shall) or the Beneficial Owner of any Bond may seek specific performance by court order to cause the City to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture or any other agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the City or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. Section 8. Amendments; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if: (i) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the City or the type of business it conducts; (ii) This Disclosure Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; (iii) The amendment or waiver does not materially impair the interests of the Beneficial Owners of the Bonds, as determined either by parties unaffiliated with the City (such as the Trustee) or by an approving vote of the Beneficial Owners of the Bonds holding a majority of the aggregate principal amount of the Bonds (excluding Bonds held 5 4856-5035-0286.1 by or on behalf of the City) pursuant to the terms of the Indenture at the time of the amendment; or (iv) The amendment or waiver is otherwise permitted by the Rule. Section 9. Termination of Undertaking. The Undertaking of the City shall be terminated hereunder when the City shall no longer have any legal liability for any obligation on or relating to the repayment of the Bonds. The City shall give notice to the MSRB, or shall cause the Dissemination Agent to give notice, in a timely manner and in Prescribed Form if this Section is applicable. Section 10. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. A Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Disclosure Agreement and has no duty to review the contents thereof. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent for the City. Section 11. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Financial Information Disclosure or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information from any document or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the City shall not have any obligation under this Disclosure Agreement to update such information or include it in any future disclosure or notice of the occurrence of a Listed Event. Section 12. Beneficiaries. This Disclosure Agreement has been executed in order to assist the Participating Underwriter in complying with the Rule; however, this Disclosure Agreement shall inure solely to the benefit of the City, the Dissemination Agent, if any, the Trustee and the Beneficial Owners of the Bonds, and shall create no rights in any other person or entity. Section 13. Recordkeeping. The City and the Dissemination Agent shall maintain records of all Annual Financial Information Disclosure and Listed Events Disclosure, including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure. Section 14. Past Compliance. The City is a party to multiple prior undertakings pursuant to the Rule. Except as set forth in the Final Official Statement for the Bonds under the caption “SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT,” the City has, to the best of its knowledge, for the past five years, been in compliance in all material respects with the provisions in such undertakings requiring that it file certain financial information and financial statements and certain listed events with the MSRB. 6 4856-5035-0286.1 Section 15. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any losses, expenses and liabilities which it may incur arising out of or in the exercise of performance of its powers and duties under this Disclosure Agreement, including the costs and expenses (including attorneys’ fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s gross negligence or willful misconduct. Such indemnification obligation of the City shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [SIGNATURE PAGE TO CONTINUING DISCLOSURE AGREEMENT] 4856-5035-0286.1 Section 17. Governing Law. This Disclosure Agreement shall be governed by and construed in accordance with the laws of the State, provided that to the extent this Disclosure Agreement addresses matters of federal securities laws, including the Rule, this Disclosure Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. Dated: October __, 2024 CITY OF FAYETTEVILLE, ARKANSAS By: Mayor SIMMONS BANK, as Dissemination Agent By: Title: I - 1 4856-5035-0286.1 EXHIBIT I ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED FINANCIAL STATEMENTS “Annual Financial Information” means receipts of the Sales and Use Tax for the latest Fiscal Year and for the four previous Fiscal Years. All or a portion of the Annual Financial Information and the Audited Financial Statements as set forth below may be included by reference to other documents which have been submitted to the MSRB or filed with the Commission. The City shall clearly identify each such item of information included by reference. Annual Financial Information will be provided to the MSRB within 180 days after the last day of the City’s Fiscal Year, commencing with the Fiscal Year ending December 31, 2024. Audited Financial Statements as described below should be filed at the same time as the Annual Financial Information. If Audited Financial Statements are not available when the Annual Financial Information is filed, unaudited financial statements shall be included, and Audited Financial Statements will be provided to the MSRB within ten (10) Business Days after availability to the City. Audited Financial Statements will be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, as such principles may be modified by mandatory statutory principles of the State of Arkansas, if any, as in effect from time to time. If any change is made to the Annual Financial Information as permitted by Section 4 of the Disclosure Agreement, including for this purpose a change made to the Fiscal Year-end of the City, the City will disseminate a notice to the MSRB of such change in Prescribed Form as required by such Section 4. II - 1 4856-5035-0286.1 EXHIBIT II EVENTS WITH RESPECT TO THE BONDS FOR WHICH LISTED EVENTS DISCLOSURE IS REQUIRED 1. Principal and interest payment delinquencies; 2. Nonpayment-related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; 7. Modifications to rights of security holders, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution or sale of property securing repayment of the securities, if material; 11. Rating changes; 12. Bankruptcy, insolvency, receivership or similar event of the City; 13. The consummation of a merger, consolidation or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material;  This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. II - 2 4856-5035-0286.1 15. Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and 16. Default, event of acceleration, termination event, modification of terms, or similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. III - 1 4856-5035-0286.1 EXHIBIT III NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Fayetteville, Arkansas Name of Bond Issues: City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2024 Name of Obligated Party: City of Fayetteville, Arkansas Date of Issuance: October __, 2024 NOTICE IS HEREBY GIVEN that the City of Fayetteville, Arkansas (the “Issuer”) has not provided an Annual Report with respect to the above-named Bonds has not been provided as required by Section 4 of the Continuing Disclosure Agreement between the Issuer and the undersigned dated October __, 2024. The City anticipates that the Annual Report will be filed by _____________, 20__. Dated: _________________, 20__ SIMMONS BANK, Pine Bluff, Arkansas, as Dissemination Agent By:_________________________________ Authorized Officer cc: City of Fayetteville 4855-6967-0606.4 KUTAK ROCK LLP DRAFT 07/29/2024 CITY OF FAYETTEVILLE, ARKANSAS to SIMMONS BANK as Trustee _______________ SECOND SUPPLEMENTAL TRUST INDENTURE Dated as of October 1, 2024 _______________ This Second Supplemental Trust Indenture supplements and amends a Trust Indenture dated as of August 1, 2019, as previously supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022, each by and between the City of Fayetteville, Arkansas and Simmons Bank, as Trustee. The Trust Indenture, as supplemented and amended hereby, secures the City’s (i) $124,425,000 original principal amount of Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A, (ii) $74,340,000 original principal amount of Sales and Use Tax Capital Improvement Bonds, Series 2022, and (iii) $15,000,000 original principal amount of Sales and Use Tax Capital Improvement Bonds, Series 2024. Prepared by: Kutak Rock LLP 124 West Capitol Avenue, Suite 2000 Little Rock, Arkansas 72201 4855-6967-0606.4 SECOND SUPPLEMENTAL TRUST INDENTURE THIS SECOND SUPPLEMENTAL TRUST INDENTURE dated as of October 1, 2024, by and between the CITY OF FAYETTEVILLE, ARKANSAS (the “City”), a city of the first class organized under and existing by virtue of the laws of the State of Arkansas, and SIMMONS BANK, as trustee (the “Trustee”), a banking corporation organized under and existing by virtue of the laws of the State of Arkansas and having its principal corporate trust office in Pine Bluff, Arkansas; W I T N E S S E T H: WHEREAS, the City Council of the City has previously determined that there is a great need for a source of revenue to finance all or a portion of the costs of (i) streets and related improvements (the “Streets Project”), (ii) trail system and related improvements (the “Trails Project”), (iii) drainage and related improvements (the “Drainage Project”); (iv) parks system and related improvements (the “Parks Project”); (v) economic development improvements (the “Economic Development Project”); (vi) City facilities and related improvements (the “City Facilities Project”); (vii) Arts Corridor and related improvements (the “Arts Corridor Project”); (viii) police facilities and related improvements (the “Police Facilities Project”); and (ix) firefighting facilities and related improvements (the “Firefighting Facilities Project”); and WHEREAS, the people of the State of Arkansas (the “State”) by the adoption of Amendment No. 62 to the Constitution of the State, approved November 6, 1984 (“Amendment 62”), have authorized cities and counties in the State to issue bonds, upon voter approval, to finance certain capital improvements of a public nature, and to secure said bonds by a pledge of the proceeds of certain taxes; and WHEREAS, the provisions of Amendment 62 have been implemented by the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2023) Sections 14-164-301 et seq. (as from time to time amended, the “Act”); and WHEREAS, pursuant to the provisions of Ordinance No. 6126, duly adopted by the City Council of the City on December 18, 2018 (the “Election Ordinance”), there was submitted to the qualified electors of the City ten questions regarding (i) the issuance of not to exceed $12,200,000 in principal amount of refunding bonds for the purpose of redeeming certain outstanding bonds (the “Prior Bonds”), and (ii) the issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital improvement bonds for the purpose of financing various capital improvements (including the Streets Project, Trails Project, Drainage Project, Parks Project, City Facilities Project, Arts Corridor Project and Firefighting Facilities Project), said bonds to be secured by a pledge of and lien upon all of the receipts of a special city -wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Act (the “Sales and Use Tax”); and WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City voting on each of the aforementioned questions approved the issuance of refunding bonds and capital improvement bonds in the principal amounts and for the specific purposes set 2 4855-6967-0606.4 forth on the ballot (and the corresponding levy of the Sales and Use Tax, and the pledge of the receipts thereof to the payment of said bonds); and WHEREAS, pursuant to the provisions of Ordinance No. 6194 of the City, adopted by the City Council on June 4, 2019, and in accordance with Amendment 62 and the Act, the City has previously issued (i) its $124,425,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the “Series 2019A Bonds”), and (ii) its $3,170,000 Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B (the “Series 2019B Bonds ),” for the purpose of refunding the Prior Bonds and financing a portion of the costs of the projects described above; and WHEREAS, pursuant to the provisions of Ordinance No. 6563 of the City, adopted by the City Council on May 3, 2022, and in accordance with Amendment 62 and the Act, the City has also previously issued its $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”), for the purpose of financing a portion of the costs of the projects described above; and WHEREAS, the Series 2019B Bonds have been paid in full; and WHEREAS, the City and the Trustee have entered into a Trust Indenture dated as of August 1, 2019, as previously amended and supplemented by a First Supplemental Trust Indenture dated as of June 1, 2022 (as amended and supplemented, the “Original Indenture”), pursuant to which the Series 2019 Bonds and Series 2022 Bonds were issued and secured; and WHEREAS, in order to secure additional funds to pay a portion of the costs of the Streets Project and Parks Project, and to pay legal and other expenses incidental to the issuance of sales and use tax capital improvement bonds for such purposes, it has been determined appropriate and necessary that the City authorize the issuance of its $15,000,000 Sales and Use Tax Capital Improvement Bonds, Series 2024 (the “Series 2024 Bonds”), pursuant to the provisions of Amendment 62 and the Act, such Series 2024 Bonds to be payable from and secured by a pledge of the receipts of the Sales and Use Tax (as defined in the Original Indenture) on a parity with the pledge of the receipts of the Sales and Use Tax securing the Series 2019 Bonds and Series 2022 Bonds; and WHEREAS, the conditions for the issuance of Additional Bonds, as set forth in the Original Indenture, have been satisfied; and WHEREAS, the Series 2024 Bonds are to be dated, bear interest, mature and be subject to redemption as hereinafter in this Second Supplemental Trust Indenture set forth in detail; and WHEREAS, the execution and delivery of this Second Supplemental Trust Indenture and the issuance of the Series 2024 Bonds have been in all respects duly and validly confirmed, authorized and approved by Ordinance No. ____ adopted and approved by the City Council of the City on August __, 2024; and WHEREAS, all things necessary to make the Series 2024 Bonds, when authenticated by the Trustee and issued as in this Second Supplemental Trust Indenture provided, the valid, binding and legal obligations of the City according to the import thereof, and to constitute the 3 4855-6967-0606.4 Indenture (as defined below) a valid pledge of the receipts of the Sales and Use Tax to the payment of the principal of, premium, if any, and interest on the Series 2019 Bonds, the Series 2022 Bonds, the Series 2024 Bonds and all Additional Bonds (as defined below), if any, to be issued on a parity therewith (the Series 2019 Bonds, the Series 2022 Bonds, the Series 2024 Bonds and such Additional Bonds are hereinafter referred to as the “Bonds”), have been done and performed, and the creation, execution and delivery of this Second Supplemental Trust Indenture and the creation, execution, issuance and delivery of the Series 2024 Bonds, subject to the terms hereof, have in all respects been duly authorized; and WHEREAS, in order to make proper provision for the security of the Series 2024 Bonds, it is necessary that the Original Indenture be amended and supplemented as effected hereby; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS SECOND SUPPLEMENTAL TRUST INDENTURE WITNESSETH: Section 1.01. It is understood and agreed that the provisions of the Original Indenture shall extend to and apply to the security and benefit of the Series 2024 Bonds and that the term “Bonds” as used in the Original Indenture is hereby recognized to include and shall be deemed to refer to (where applicable) the Series 2024 Bonds. Section 1.02. Section 101 of the Original Indenture is hereby amended by adding thereto the following definitions (and by striking any definitions which are supplanted by the definitions set forth below): “Additional Bonds” mean Bonds in addition to the Series 2019A Bonds, the Series 2019B Bonds, the Series 2022 Bonds and the Series 2024 Bonds which are issued under the provisions of Section 212 of this Indenture. “Authorizing Ordinance” means, collectively, (i) Ordinance No. 6194, adopted by the City on June 4, 2019, which authorized the issuance of the Series 2019 Bonds pursuant to this Indenture, (ii) Ordinance No. 6563, adopted by the City on May 3, 2022, which authorized the issuance of the Series 2022 Bonds pursuant to this Indenture, and (iii) Ordinance No. ____, adopted by the City on August __, 2024, which authorized the issuance of the Series 2024 Bonds pursuant to this Indenture. “Bonds” mean the Series 2019A Bonds, the Series 2019B Bonds, the Series 2022 Bonds, the Series 2024 Bonds and all Additional Bonds issued by the City pursuant to this Indenture. Except to the extent provided in Section 209 hereof and except for refunding bonds issued under the provisions of Section 212 hereof, the aggregate principal amount of Bonds issued hereunder shall not exceed $226,065,000. “Indenture” means this Trust Indenture dated as of August 1, 2019, as amended and supplemented by a First Supplemental Trust Indenture dated as of June 1, 2022, and as amended and supplemented by a Second Supplemental Trust Indenture dated as of October 1, 2024, each by and between the City and the Trustee, pursuant to which the Bonds are issued, and any further amendments and supplements thereto. 4 4855-6967-0606.4 “Series 2024 Bonds” means City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2024, issued under and secured by this Indenture in the aggregate principal amount of $15,000,000. Section 2.01. Section 201(c) of the Original Indenture is hereby amended and supplemented to read as follows: “(c) The Bonds shall be equally and ratably payable and secured hereunder without priority by reason of date of adoption of this Indenture or any Supplemental Indenture authorizing their issuance or by reason of their series, number, date, date of issue, execution, authentication or sale, or otherwise. So long as any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, and for so long as any of the Series 2022 Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. Following payment in whole of the Series 2019A Bonds and the Series 2022 Bonds at maturity or upon redemption prior to maturity, and for so long as any of the Series 2024 Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2024 Bonds.” Section 2.02. Section 202 of the Original Indenture is hereby amended and supplemented to read as follows: “Section 202. Authorized Amount. There is hereby authorized the issuance of bonds of the City to be designated “Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A” in the principal amount of One Hundred Twenty-Four Million Four Hundred Twenty-Five Thousand Dollars ($124,425,000) (the “Series 2019A Bonds”). There is hereby authorized the issuance of bonds of the City to be designated “Sales and Use Tax Capital Improvement Bonds, Series 2019B” in the principal amount of Three Million One Hundred Seventy Thousand Dollars ($3,170,000) (the “Series 2019B Bonds”). There is hereby authorized the issuance of bonds of the City to be designated “Sales and Use Tax Capital Improvement Bonds, Series 2022” in the principal amount of Seventy-Four Million Three Hundred Forty Thousand Dollars ($74,340,000) (the “Series 2022 Bonds”). There is hereby authorized the issuance of bonds of the City to be designated “Sales and Use Tax Capital Improvement Bonds, Series 2024” in the principal amount of Fifteen Million Dollars ($15,000,000) (the “Series 2024 Bonds”). No Bonds may be issued under the provisions of this Indenture except in accordance with this Article II. The total principal amount of Bonds that may be issued hereunder is hereby expressly limited to $226,065,000, except as provided in Section 209 and except for refunding bonds issued under the provisions of Section 212 hereof. Following the issuance of the Series 2024 Bonds, no Additional Bonds may be issued for the purpose of financing Projects.” Section 2.03. Article II of the Original Indenture is hereby amended by adding at the end thereof the following sections: 5 4855-6967-0606.4 “Section 220. Details of Series 2024 Bonds. The Series 2024 Bonds (i) shall be designated “City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2024,” (ii) shall be in the aggregate principal amount of $15,000,000, (iii) shall be dated as of their date of delivery, (iv) shall bear interest from such date at the rates hereinafter provided until paid, payable semiannually on May 1 and November 1 of each year, commencing May 1, 2025, (v) shall be issued in denominations of $5,000 each, or any integral multiple thereof, (vi) shall be numbered from R24-1 upwards in order of issuance according to the records of the Trustee, and (vii) shall mature, unless sooner redeemed in the manner in this Indenture set forth, on November 1 in each of the years and in the amounts set forth in the following table, which table also sets forth the interest rates for the Series 2024 Bonds: Year (November 1) Principal Amount Interest Rate 2025 $ % 2026 2027 2028 2029 2030 2031 Section 221. Form of Series 2024 Bonds. The Series 2024 Bonds shall be initially issued as fully registered bonds, without coupons, in the form of ______ (__) typewritten bond certificates (one for each maturity) to be delivered to the Securities Depository. Each such certificate shall be initially registered in the name of the nominee of the Securities Depository, and no Beneficial Owner will receive a certificate representing his interest in the Series 2024 Bonds, except upon the occurrence of the events described in Section 216 of this Indenture. Beneficial Owners shall be deemed to have waived any right to receive a bond certificate except under the circumstances described in Section 216. The Series 2024 Bonds and the Trustee’s certificate of authentication to be endorsed thereon shall be in substantially the form set forth in Exhibit A to the Second Supplemental Trust Indenture, with appropriate variations, insertions and omissions as permitted or required by this Indenture. Section 222. Delivery of Series 2024 Bonds. Simultaneously with the delivery of the Series 2024 Bonds, the Trustee shall apply the proceeds thereof as follows: (1) An amount equal to $__________ shall be deposited in the Streets Project Account of the Project Fund; (2) An amount equal to $__________ shall be deposited in the Parks Project Account of the Project Fund; and 6 4855-6967-0606.4 (3) The balance of said proceeds in the amount of $_________ shall be deposited in the Costs of Issuance Fund for payment of Costs of Issuance as directed by a Certificate of the City.” Section 3.01. Article III of the Original Indenture is hereby amended by adding at the end thereof the following section: “Section 308. Redemption of Series 2024 Bonds. (a) The Series 2024 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Streets Project or the Parks Project, which moneys shall be transferred to the Redemption Fund pursuant to Section 502 hereof. (b) The Series 2024 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Surplus Tax Receipts deposited in the Redemption Fund pursuant to Section 503 hereof. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 20 22 Bonds. Following payment in whole of the Series 2019A Bonds and the Series 2022 Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2024 Bonds. (c) The Series 2024 Bonds are subject to redemption with funds from any source, at the option of the City, communicated in a written notice to the Trustee not less than sixty (60) days prior to the date fixed for redemption, in whole or in part on any date on or after November 1, 2025, in such maturities as shall be selected by the City and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. (d) The Series 2024 Bonds maturing on November 1, 20__ are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and principal amounts set forth below at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption. Year Principal Amount 20__ $ 20__ 20__ 20__ (maturity) 7 4855-6967-0606.4 At its option, to be exercised on or before the 45th day next preceding any mandatory sinking fund redemption date for any Series 2024 Bonds maturing November 1, 20__ (the “Term Bonds”), the City may deliver to the Trustee for cancellation Term Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Term Bond, or portion thereof, so delivered or previously redeemed (otherwise than through mandatory sinking fund redemption) and cancelled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the City with respect to each such Term Bond on such mandatory sinking fund redemption date, and any excess over such amount shall be credited on future mandatory sinking fund redemption obligations with respect to such Term Bond in chronological order, and the principal amount of the corresponding Term Bonds so to be redeemed shall be accordingly reduced.” Section 4.01. Section 501(a)(i) of the Original Indenture is hereby amended and restated to read as follows: “(a) There are hereby created and established the following Funds and Accounts: (i) Project Fund, and a Streets Project Account (with a Series 2019A Subaccount, a Series 2022 Subaccount and a Series 2024 Subaccount therein), a Trails Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein), a Drainage Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein), a Parks Project Account (with a Series 2019A Subaccount, a Series 2022 Subaccount and a Series 2024 Subaccount therein), a City Facilities Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein), an Arts Corridor Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein), a Police Facilities Project Account, a Firefighting Facilities Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein) and an Economic Development Project Account therein;” Section 4.02. Section 503(b) of the Original Indenture is hereby amended and restated to read as follows: “(b) Upon receipt, but in no event later than the last day of each month in which receipts of the Sales and Use Tax are deposited in the Revenue Fund, commencing no later than August 31, 2019, there shall be transferred from the Revenue Fund, in the following order, the amounts set forth below: FIRST: For deposit to the Interest Account of the Bond Fund, an amount equal to one-sixth (1/6) of the interest on the Outstanding Bonds due on the next interest payment date; provided, however, (i) with respect to the deposits to be made to the Interest Account relating to the Series 2019 Bonds during the months of August, 2019 through April, 2020, such deposits shall be in an amount equal to one-ninth (1/9) of the interest due on the Series 2019 Bonds on May 1, 2020, (ii) with respect to the deposits to be made to the Interest Account relating to the Series 2022 Bonds during the months of July, 2022 through October, 2022, 8 4855-6967-0606.4 such deposits shall be in an amount equal to one-fourth (1/4) of the interest due on the Series 2022 Bonds on November 1, 2022, and (iii) with respect to the deposits to be made to the Interest Account relating to the Series 2024 Bonds during the months of October, 2024 through April, 2025, such deposits shall be in an amount equal to one-seventh (1/7) of the interest due on the Series 2024 Bonds on May 1, 2025; SECOND: For deposit to the Principal Account of the Bond Fund, an amount equal to one-twelfth (1/12) of the next scheduled principal maturity of Outstanding Bonds (including mandatory sinking fund redemptions); provided, however, (i) with respect to the Series 2019 Bonds, such deposits shall not commence until November 2019, (ii) with respect to the Series 2022 Bonds, such deposits during the months of July, 2022 through October, 2022, shall be in an amount equal to one-fourth (1/4) of the principal due on the Series 2022 Bonds on November 1, 2022, and (iii) with respect to the Series 2024 Bonds, such deposits during the months of October, 2024 through October, 2025, shall be in an amount equal to one-thirteenth (1/13) of the principal due on the Series 2024 Bonds on November 1, 2025; THIRD: For deposit to the Rebate Fund, an amount sufficient to satisfy the City’s obligations under Section 507 hereof; FOURTH: For payment to the Trustee and Paying Agent, the amount, if any, necessary to pay or reimburse the Trustee and Paying Agent for fees and expenses related to the Bonds; and FIFTH: All remaining moneys (“Surplus Tax Receipts”) will be transferred to the Redemption Fund and shall be applied to call Bonds for redemption prior to maturity as provided in Section 301(c), 307(b), 308(b) and Section 506 of the Indenture.” Section 4.03. Section 505 of the Original Indenture is hereby amended and supplemented to read as follows: “Section 505. Cost of Issuance Fund. There shall be deposited to the credit of the Cost of Issuance Fund all moneys received for said Fund pursuant to Section 208, Section 219 and Section 222 hereof. The Trustee shall pay those Costs of Issuance as directed by the City pursuant to a Certificate delivered on a Closing Date. After all Costs of Issuance have been paid (and in any event not later than December 1, 2019 with respect to the Series 2019 Bonds, October 1, 2022 with respect to the Series 2022 Bonds, and February 1, 2025 with respect to the Series 2024 Bonds), any remaining moneys in the Cost of Issuance Fund shall be transferred to the Interest Account of the Bond Fund.” Section 4.04. Section 506 of the Original Indenture is hereby amended and supplemented to read as follows: 9 4855-6967-0606.4 “Section 506. Redemption Fund. (a) There shall be deposited to the credit of the Redemption Fund all moneys required to be transferred thereto pursuant to Section 502 and Section 503 of this Indenture. (b) Moneys credited to the Redemption Fund shall be expended only as set forth in this Section 506. (c) Moneys in the Redemption Fund shall be transferred to the Principal Account of the Bond Fund at such times as may be necessary to effectuate, on the first available date, redemptions of Bonds required by Section 301(a) and (b), Section 307(a) and (b) and Section 308(a) and (b) of this Indenture. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. Following payment in whole of the Series 2019A Bonds and the Series 2022 Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2024 Bonds. (d) The amounts accumulated in the Redemption Fund, if so directed by the City by means of a Certificate delivered to the Trustee, shall be applied by the Trustee to the purchase of Bonds of the maturities which would otherwise be redeemed pursuant to Section 301(a) and (b), Section 307(a) and (b), Section 308(a) and (b) and this Section 506 but for the provisions of this subsection (d), at prices directed by the City not exceeding the applicable redemption prices of the Bonds which would be redeemed but for the operation of this sentence. Interest accrued on the Bonds so purchased shall be paid from moneys credited to the Interest Account of the Bond Fund.” Section 5.01. Section 902(a) of the Original Indenture is hereby amended and supplemented to read as follows: “(a) Subject to subsection (b) of this Section 902, the City shall, from moneys lawfully available therefor, pay to the Trustee and any Paying Agent reasonable compensation for all services performed hereunder and also all reasonable expenses, charges and other disbursements and those of their attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created and the performance of the powers and duties hereunder and, to the extent permitted by law and from moneys lawfully available therefor, shall indemnify and save the Trustee harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder. With respect to the Series 2019A Bonds, the Trustee’s initial authentication fee shall be $13,500 and the administration fee of the Trustee shall be $10,000 annually, with an additional $500 annual fee for each Account within the Project Fund relating to a Project financed with proceeds of the Series 2019A Bonds prior to the final Completion Date with respect to any such Project. With respect to the Series 2019B Bonds, the Trustee’s initial authentication fee shall be $2,000 and the 10 4855-6967-0606.4 administration fee of the Trustee shall be $1,500 annually, with an additional $500 annual fee prior to the final Completion Date with respect to the Economic Development Project. With respect to the Series 2022 Bonds, the Trustee’s initial authentication fee shall be $7,500 and the administration fee of the Trustee shall be $6,000 annually, with an additional $500 annual fee for each Account within the Project Fund relating to a Project financed with proceeds of the Series 2022 Bonds prior to the final Completion Date with respect to any such Project. With respect to the Series 2024 Bonds, the Trustee’s initial authentication fee shall be $_____ and the administration fee of the Trustee shall be $_____ annually, with an additional $500 annual fee for each Account within the Project Fund relating to a Project financed with proceeds of the Series 2024 Bonds prior to the final Completion Date with respect to any such Project. In addition, the Trustee shall charge a fee for its services as dissemination agent of $100 for each separate posting made to the Electronic Municipal Market Access (EMMA) system maintained by the Municipal Securities Rulemaking Board. If the City shall fail to make any payment required by this subsection (a), the Trustee may make such payment from any moneys in its possession under the provisions of this Indenture and shall be entitled to a preference therefor over any of the Bonds Outstanding hereunder. The City shall not be required to indemnify the Trustee against any liabilities which the Trustee may incur as a result of negligent or wrongful acts or omissions of the Trustee.” Section 6.01. Severability. (a) If any provisions of this Second Supplemental Trust Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. (b) The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Second Supplemental Trust Indenture contained shall not affect the remaining portions of this Second Supplemental Trust Indenture or any part thereof. Section 6.02. Applicable Provisions of Law. This Second Supplemental Trust Indenture shall be considered to have been executed in the State of Arkansas and it is the intention of the parties that the substantive law of the State of Arkansas govern as to all questions of interpretation, validity and effect. Section 6.03. Counterparts. This Second Supplemental Trust Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 6.04. Ratification of Original Indenture. As supplemented and amended hereby, the Original Indenture is hereby ratified and confirmed. 4855-6967-0606.4 IN WITNESS WHEREOF, the City has caused these presents to be signed in its name and behalf by its Mayor and attested by its City Clerk, and to evidence its acceptance of the trust hereby created, the Trustee has caused these presents to be signed in its behalf by its duly authorized officers. CITY OF FAYETTEVILLE, ARKANSAS By: Mayor ATTEST: By: City Clerk SIMMONS BANK as Trustee By: Title: ATTEST: By: Title: [SIGNATURE PAGE TO SECOND SUPPLEMENTAL TRUST INDENTURE] 4855-6967-0606.4 ACKNOWLEDGMENT STATE OF ARKANSAS ) ) ss. COUNTY OF WASHINGTON ) Before me a Notary Public, duly commissioned, qualified and acting within and for the State and county aforesaid, appeared in person the within named Lioneld Jordan and Kara Paxton, Mayor and City Clerk, respectively, of the City of Fayetteville, Arkansas, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the City, and further stated and acknowledged that they had signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this ___ day of __________, 2024. Notary Public My Commission expires: (SEAL) [ACKNOWLEDGEMENT TO SECOND SUPPLEMENTAL TRUST INDENTURE] 4855-6967-0606.4 ACKNOWLEDGMENT STATE OF ARKANSAS ) ) ss. COUNTY OF JEFFERSON ) Before me a Notary Public, duly commissioned, qualified and acting within and for the State and county aforesaid, appeared in person the within named ___________________ and _________________, the __________________________ and the _______________________, respectively, of Simmons Bank, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the bank, and further stated and acknowledged that they had signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this ___ day of ____________, 2024. Notary Public My Commission expires: (SEAL) [ACKNOWLEDGEMENT TO SECOND SUPPLEMENTAL TRUST INDENTURE] A-1 4855-6967-0606.4 EXHIBIT A TO SECOND SUPPLEMENTAL TRUST INDENTURE Form of Series 2024 Bond Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED REGISTERED No. R24-____ $___________ UNITED STATES OF AMERICA STATE OF ARKANSAS CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BOND SERIES 2024 Interest Rate: ____% Maturity Date: November 1, 20__ Date of Bond: October __, 2024 CUSIP: 312673 ___ Registered Owner: CEDE & CO. Principal Amount: ____________________________________________________ DOLLARS KNOW ALL MEN BY THESE PRESENTS: That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the “City”), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing May 1, 2025, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the “Trustee”). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the “Record Date”). At any time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner’s address as it appears on the bond registration books of the City kept by the Trustee. A-2 4855-6967-0606.4 This bond, designated “Sales and Use Tax Capital Improvement Bond, Series 2024”, is one of a series of bonds aggregating Fifteen Million Dollars ($15,000,000) (the “Series 2024 Bonds”). The Series 2024 Bonds are being issued in part for the purpose of financing all or a portion of the costs of (i) streets and related improvements (the “Streets Project”) and (ii) parks system and related improvements (the “Parks Project,” and together with the Streets Project, the “Projects”). Series 2024 Bond proceeds will be utilized to pay Project costs and to pay the costs o f issuance of the Series 2024 Bonds. The Series 2024 Bonds are issued under and are secured by and entitled to the protection of a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022, and as supplemented and amended by a Second Supplemental Trust Indenture dated as of October 1, 2024 (as supplemented and amended, the “Indenture”), each by and between the City and the Trustee, which Indenture is available for inspection at the principal corporate trust office of the Trustee. Reference is hereby made to the Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the City, the Trustee and the owners of the Series 2024 Bonds, and the terms upon which the Series 2024 Bonds are issued and secured. The Series 2024 Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Amendment No. 62 to the Constitution of Arkansas, as implemented by the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2023) §§14-164-301 et seq. (as from time to time amended, the “Local Government Bond Act”), Ordinance No. ____ of the City adopted August __, 2024, which ordinance authorized the execution and delivery of the Second Supplemental Trust Indenture, and a special election duly held on April 9, 2019, at which a majority of the qualified electors of the City voting approved the issuance of the Series 2024 Bonds. In accordance with the Local Government Bond Act, the City has pledged all receipts from a one percent (1.00%) local sales and use tax (the “Sales and Use Tax”) levied by the City pursuant to Ordinance No. 6126, adopted by the City on December 18, 2018, to provide funds for the repayment of the Series 2024 Bonds. The pledge of the receipts of the Sales and Use Tax (collectively, the “Tax Receipts”) presently secures payment of the Series 2024 Bonds and (i) the City’s $124,425,000 original principal amount of Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the “Series 2019A Bonds”), and (ii) the City’s $74,340,000 original principal amount of Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”). The Indenture provides that the City may hereafter from time to time issue Additional Bonds for the purpose of refunding all or any portion of the outstanding Series 2019A Bonds, Series 2022 Bonds or Series 2024 Bonds under certain terms and conditions contained in the Indenture and, if issued or incurred, such Additional Bonds will rank on a parity of security with the unrefunded portion of the Series 2019A Bonds, Series 2022 Bonds and Series 2024 Bonds and be equally and ratably secured by and entitled to the protection of the Indenture. A-3 4855-6967-0606.4 The Series 2024 Bonds are not general obligations of the City, but are special obligations secured by an irrevocable pledge of and lien on the Tax Receipts, as more particularly described in the Indenture. In no event shall the Series 2024 Bonds constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. The holder of this Series 2024 Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 2019A Bonds, Series 2022 Bonds, Series 2024 Bonds and Additional Bonds, if any, issued under the Indenture and then outstanding may be declared and may become due and payable before the stated maturity thereof, together with accrued interest thereon. Modifications or alterations of the Indenture, or of any indenture supplemental thereto, may be made only to the extent and in the circumstances permitted by the Indenture. The Series 2024 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Streets Project or the Parks Project. The Series 2024 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Surplus Tax Receipts. “Surplus Tax Receipts” are Tax Receipts in excess of the amount necessary to ensure the prompt payment of scheduled debt service on the Series 2019A Bonds, Series 2022 Bonds, Series 2024 Bonds and Additional Bonds, (ii) pay any arbitrage rebate due under Section 148(f) of the Internal Revenue Code of 1986, as amended, with respect to the Series 2019A Bonds, Series 2022 Bonds, Series 2024 Bonds or any Additional Bonds, and (iii) pay Trustee and Paying Agent fees and expenses. While any of the Series 2019A Bonds remain Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. Following payment in whole of the Series 2019A Bonds and the Series 2022 Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 202 4 Bonds. The Series 2024 Bonds are subject to redemption with funds from any source, at the option of the City, communicated in a written notice to the Trustee not less than sixty (60) days prior to the date fixed for redemption, in whole or in part on any date on or after November 1, 2025, in such maturities as shall be selected by the City and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. A-4 4855-6967-0606.4 The Series 2024 Bonds maturing on November 1, 20__, are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and amounts set forth below at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption, without premium; Year Principal Amount 20__ $ 20__ $ 20__ $ 20__ $ 20__ (maturity) $ At its option, to be exercised on or before the 45th day next preceding any mandatory sinking fund redemption date for any Series 2024 Bonds, the City may deliver to the Trustee for cancellation Series 2024 Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Series 20 24 Bond, or portion thereof, so delivered or previously redeemed (otherwise than through mandatory sinking fund redemption) and canceled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the City on such mandatory sinking fund redemption date, and any excess over such amount shall be credited on future mandatory sinking fund redemption obligations of that maturity in chronological order, and the principal amount of such Series 2024 Bonds so to be redeemed shall be accordingly reduced. Notwithstanding the foregoing, so long as DTC or its nominee is the sole registered owner of the Series 2024 Bonds, the particular Series 2024 Bonds or portions thereof to be redeemed in part within a maturity shall be selected by lot by DTC in such manner as DTC shall determine. In selecting Series 2024 Bonds for redemption prior to maturity, in the case any outstanding Series 2024 Bond is in a denomination greater than $5,000, each $5,000 of face value of such Series 2024 Bond shall be treated as a separate Series 2024 Bond of the denomination of $5,000. In the event any of the Series 2024 Bonds or portions thereof (which shall be $5,000 or any integral multiple thereof) are called for redemption, notice thereof shall be given by the Trustee by first class mail to the registered owner of each such Series 2024 Bond addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect t he validity of the proceedings for the redemption of any Series 2024 Bond with respect to which no such failure or defect has occurred. Each notice shall identify the Series 2024 Bonds or portions thereof being called, and the date on which they shall be presented for payment. After the date specified in such call notice, the Series 2024 Bond or Bonds so called for redemption will cease to bear interest provided funds sufficient for their redemption have been deposited with the Trustee, and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. This Series 2024 Bond may be transferred on the books of registration kept by the Trustee by the registered owner or by his duly authorized attorney upon surrender hereof, A-5 4855-6967-0606.4 together with a written instrument of transfer duly executed by the registered owner or his duly authorized attorney. The Series 2024 Bonds are issuable as registered bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and upon payment of the charges provided in the Indenture, Series 2024 Bonds may be exchanged for a like aggregate principal amount of Series 2024 Bonds of other authorized denominations. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Series 2024 Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in the Series 2024 Bonds or the Indenture against any past, present or future City Council member, officer or employee of the City, or any successor, as such, either directly or through the City or any s uccessor of the City, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such City Council member, officer or employee as such is hereby expressly waived and released as a condition of and consideration for the issuance of any of the Series 2024 Bonds. This Series 2024 Bond is issued with the intent that the laws of the State of Arkansas will govern its construction. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Series 2024 Bonds do exist, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by the Series 2024 Bonds, together with all obligations of the City, does not exceed any constitutional or statutory limitation; and that the revenues pledged to the payment of the principal of and premium, if any, and interest on the Series 2024 Bonds as the same become due and payable will be sufficient in amount for that purpose. This Series 2024 Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificat e of Authentication hereon shall have been signed by the Trustee. A-6 4855-6967-0606.4 IN WITNESS WHEREOF, the City of Fayetteville, Arkansas has caused this Series 2024 Bond to be executed by its Mayor and City Clerk, thereunto duly authorized (by their manual or facsimile signatures), and its corporate seal to be affixed or imprinted hereon, all as of the date hereof shown above. CITY OF FAYETTEVILLE, ARKANSAS By: Mayor ATTEST: By: City Clerk (S E A L) (Form of Trustee’s Certificate) TRUSTEE’S CERTIFICATE OF AUTHENTICATION This bond is one of the Series 2024 Bonds of the issue described in and issued under the provisions of the within mentioned Indenture. Attached hereto is the complete text of the opinion of Kutak Rock LLP, a signed original of which is on file with the undersigned, delivered and dated the date of the original delivery of and payment for the Series 2024 Bonds. Date: _____________________ SIMMONS BANK, as Trustee By: Authorized Signature A-7 4855-6967-0606.4 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED, _________________________, hereby sells, assigns, and transfers unto __________________________, the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints __________________________________________ as attorney to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. DATE: _____________, 20__. Transferor GUARANTEED BY: NOTICE: Signature(s) must be guaranteed by an institution satisfactory to the Trustee or other transfer agent. Form v1 52 NV\'A medza Account#: NWCL5004205 Company: CITY OF FAYE 1"1EVILLE-CLERKS OFFI 113 W MOUNTAIN FAYETTEVILLE,AR 72701 Ad number#: 432828 PO #: Matter of ORD 6784 AFFIDAVIT•STATE OFIRKANSAS 1 Maria Hernandez-Lopez ,do solemnly swear that I am the Legal Cle~k of the NWA Democrat Gazette,a daily newspaper printed and published in WASHINGTONBENTON county,State ofARKANSAS;that I was so related to this publication at and during the publication of the annexed legal advertisement in the matter of: ORD 6784 Pending in the court,in said County,and at the dates of the several publicat ons of said advertisement stated below,and that during said periods and at said dates,said newspaper was printed and h a bona fide circulation in said County, that said newspaper had been regularly printed and published in said coup and had a bona fide circulation therein for the period of one month before the date of the first publication of said adve isement;and that said advertisement was published in the regular daily issues of said newspaper as stated below. 11 And that there is due or has been paid the NWA Democrat Gazette fob•publication the sum of$1,450.68. 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