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Home My WebLink AboutOrdinance 7014Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E �; ISM•=� \ ' � 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Ordinance:7014 File Number: 2026-2002 AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY'S NOT TO EXCEED $191,220,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2026, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN WATER AND WASTEWATER SYSTEM, PARRS SYSTEM, ANIMAL SERVICES, TRAILS, TRANSPORTATION, SUSTAINABILITY, AQUATICS/RECREATION CENTER AND FIRE DEPARTMENT FACILITIES AND IMPROVEMENTS AND FOR THE PURPOSE OF REFUNDING THE CITY'S OUTSTANDING SALES AND USE TAX CAPITAL IMPROVEMENT BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE PURSUANT TO WHICH THE BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT PROVIDING FOR THE DEFEASANCE AND REDEMPTION OF THE CITY'S OUTSTANDING SALES AND USE TAX CAPITAL IMPROVEMENT BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. 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, such as (1) water and wastewater system rehabilitation and improvements (the "Water/Wastewater System Project"), (2) parks system and related improvements (the "Parks System Project"), (3) an animal services facility and related improvements (the "Animal Services Facility Project"), (4) trail system and related improvements (the "Trails System Project"), (5) streets and transportation -related improvements (the "Transportation System Project"), (6) a recycling drop-off facility and a household hazardous waste facility and related improvements (the "Sustainability Project"), (7) an aquatics/recreation center and related improvements (the "Aquatics/Recreation Center Project") and (8) a fire training facility and fire station construction and related improvements and the acquisition of firefighting vehicles, equipment and apparatus (the "Fire Department Project"); and WHEREAS, the City Council has further determined that additional revenues can be obtained to finance all or a portion of the costs of such critical capital improvement needs by restructuring the City's existing indebtedness secured by sales and use tax receipts through the refunding of the Prior Bonds (defined below) and the rededication of said sales and use tax receipts to new bonded indebtedness; 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 Page 1 Ordinance: 7014 File Number: 2026-2002 Page 2 those comprising the Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department 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 such authority, the City has previously issued and there are presently outstanding (i) its Sales and Use Tax Capital Improvement Bonds, Series 2022, in the aggregate principal amount of $28,470,000 (the “Series 2022 Bonds”), and (ii) its Sales and Use Tax Capital Improvement Bonds, Series 2024, in the aggregate principal amount of $15,000,000 (the “Series 2024 Bonds”) (collectively, the “Prior Bonds”); and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of Ordinance No. 6920 of the City, adopted and approved on October 21, 2025 (the “Election Ordinance”), there was submitted to the qualified electors of the City nine questions regarding (i) the issuance of not to exceed $40,000,000 in principal amount of refunding bonds for the purpose of redeeming the Prior Bonds, and (ii) the issuance of an aggregate of not to exceed $335,500,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements comprising 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 March 3, 2026, a majority of the qualified electors of the City voting on each of the nine questions approved the issuance of refunding bonds and 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, 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 and Refunding Bonds, Series 2026, in the aggregate principal amount of not to exceed $191,220,000 (the “Series 2026 Bonds”), in order to provide for the funding of all or a portion of the costs of the Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department Project and in order to provide for the defeasance and redemption of the Prior Bonds; and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2026 Bonds to Stephens Inc. (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 and Refunding Bonds, Series 2026” (the “Series 2026 Bonds”). The Series 2026 Bonds shall be issued in the original aggregate principal amount of not to exceed One Hundred Ninety-One Million Two Hundred Twenty Thousand Dollars ($191,220,000) and shall mature not later than November 1, 2046, in the principal amounts and bearing interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2026 Bonds as a whole shall not exceed 4.50% per annum. Of the $191,220,000 maximum aggregate principal amount of Series 2026 Bonds hereby authorized, (i) not to exceed $40,000,000 shall be deemed to apply to the defeasance and refunding of the Prior Bonds (Question 1 on the Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Ordinance: 7014 File Number: 2026-2002 Page 3 ballot), (ii) not to exceed $91,500,000 shall be deemed to apply to the Water/Wastewater System Project (Question 2 on the ballot), (iii) not to exceed $11,900,000 shall be deemed to apply to the Parks System Project (Question 3 on the ballot), (iv) not to exceed $18,100,000 shall be deemed to apply to the Animal Services Facility Project (Question 4 on the ballot), (v) not to exceed $1,250,000 shall be deemed to apply to the Trails System Project (Question 5 on the ballot), (vi) not to exceed $14,200,000 shall be deemed to apply to the Transportation System Project (Question 6 on the ballot), (vii) not to exceed $620,000 shall be deemed to apply to the Sustainability Project (Question 7 on the ballot), (viii) not to exceed $1,050,000 shall be deemed to apply to the Aquatics/Recreation Center Project (Question 8 on the ballot), and (ix) not to exceed $12,600,000 shall be deemed to apply to the Fire Department Project (Question 9 on the ballot), and the proceeds of the Series 2026 Bonds shall be allocated accordingly. The proceeds of the Series 2026 Bonds will be utilized to finance all or a portion of the costs of the Projects described above, to redeem the Prior Bonds, to establish a debt service reserve for the Series 2026 Bonds or to purchase a surety bond on an insurance policy for reserve purposes, if deemed economically beneficial, to pay a premium for bond insurance, if deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2026 Bonds. The Series 2026 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 Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2026 Bonds in substantially the form thereof contained in the Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2026 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 2026 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 2026 Bonds in substantially the form contained in the Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2026 Bonds, their execution to constitute conclusive evidence of such approval. Section 2. In order to pay the principal of and interest on the Series 2026 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of the one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. The levy and collection of the Sales and Use Tax replaces the levy and collection of prior sales and use taxes by the City at the combined rate of one percent (1.00%) securing the Prior Bonds and shall commence as provided in the Local Government Bond Act and continue until such time as the Series 2026 Bonds and any Additional Bonds subsequently issued pursuant to the Trust Indenture (collectively with the Series 2026 Bonds, the “Bonds”) are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture to redeem the 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 2026 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture (the “Trust Indenture”), by and between the City and Simmons Bank, Pine Bluff, Arkansas (the “Trustee”), and the City Clerk is hereby authorized and directed to execute and acknowledge the 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 Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of Sales and Use Tax receipts and the terms of the Series 2026 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Ordinance: 7014 File Number: 2026-2002 Page 4 page and appendices attached thereto, relating to the Series 2026 Bonds. The Preliminary Official Statement is hereby “deemed final” by the City within the meaning of U.S. Securities and Exchange Commission Rule 15c2-12. 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 2026 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 to ensure 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 Simmons Bank, Pine Bluff, Arkansas, as dissemination agent (the “Dissemination Agent”), and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Dissemination Agent. 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 Dissemination Agent, 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. In order to provide for the defeasance and redemption of the Prior Bonds, the Mayor is hereby authorized and directed to execute an Escrow Deposit Agreement to be dated as of the date of its execution (the “Escrow Agreement”), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as escrow trustee (the “Escrow Trustee”), and the Mayor is hereby authorized and directed to cause the Escrow Agreement to be executed by the Escrow Trustee. The Escrow Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter, the Escrow Trustee and Bond Counsel in order to complete the Escrow Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Escrow Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Escrow 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.) Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Ordinance: 7014 File Number: 2026-2002 Page 5 Section 8. In order to secure lower interest rates on the Series 2026 Bonds, the Underwriter has proposed that the City consider the purchase of a policy of bond insurance with a portion of the proceeds of the Series 2026 Bonds, which policy or policies would guarantee the payment of the principal of and interest on the Series 2026 Bonds when due. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute an insurance commitment and to do any and all things necessary to accomplish the delivery of a bond insurance policy with respect to the Series 2026 Bonds. In order that the maximum amount of proceeds of the Series 2026 Bonds be available to refund the Prior Bonds and pay costs of the Projects, the Underwriter has proposed that the City consider the purchase of a surety bond or a debt service reserve insurance policy with a portion of the proceeds of the Series 2026 Bonds, which surety bond or insurance policy would satisfy the funding requirements of the debt service reserve. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute a commitment and to do any and all things necessary to accomplish the delivery of a surety bond or debt service reserve insurance policy with respect to the debt service reserve for the Series 2026 Bonds. Section 9. 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 2026 Bonds and to effect the execution and delivery of the 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 2026 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 10. 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 2026 Bonds. Section 11. 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 12. All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 13. The City Council hereby finds and determines that there is a critical need to restructure the City’s existing indebtedness through the refunding of the Prior Bonds and to obtain an additional source of revenue to finance essential City capital improvements such as the Projects, all in order to promote and protect the health, safety and welfare of the inhabitants of the City. It is, therefore, declared that an emergency exists and this Ordinance being necessary for the immediate preservation of the public health, safety and welfare shall be in full force and effect from and after its passage and approval. PASSED and APPROVED on July 7, 2026 Approved: _______________________________ Molly Rawn, Mayor Attest: _______________________________ Kara Paxton, City Clerk Treasurer This publication was paid for by the City Clerk-Treasurer of the City of Fayetteville, Arkansas. Amount Paid: $1,912.26 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Mailing address: 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov CITY COUNCIL MEMO 2026-2002 MEETING OF JULY 7, 2026 TO: Mayor Rawn and City Council THROUGH: FROM: Steven Dotson, Chief Financial Officer 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 $191,220,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026, for the purpose of financing all or a portion of the costs of certain water and wastewater system, parks system, animal services, trails, transportation, sustainability, aquatics/recreation center, and fire department facilities and improvements and for the purpose of refunding the City's outstanding sales and use tax capital improvement bonds. BACKGROUND: Note: Final documents will be attached to this item when available. The City is authorized and empowered under the provisions of 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 Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department 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. Pursuant to the election ordinance (Ordinance 6920) adopted and approved on October 21, 2025, there was submitted to the qualified electors of the City nine questions regarding the issuance of capital improvement bonds for the purpose of refunding prior bonds and 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 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 March 3, 2026, a majority of the qualified electors of the City voting on each of the questions approved the issuance of refunding bonds and 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: 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Mailing address: 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov Improvement and Refunding Bonds, Series 2026 (the "Series 2026 Bonds"), in the aggregate principal amount of not to exceed $191,220,000, in order to provide funding for all or a portion of the costs of the Projects and in order to provide for the defeasance and redemption of the Prior Bonds. The Series 2026 Bonds shall mature not later than November 1, 2046, and the average yield on the Series 2026 Bonds as a whole shall not exceed 4.50% per annum. The not-to-exceed amount is a maximum authorization that preserves flexibility to complete the full refunding if other funding sources come in lower than projected; the Preliminary Official Statement reflects an estimated par of $171,500,000, which is preliminary, subject to change, and below the authorized amount, with final figures set at pricing. Bond proceeds will be allocated among the voter-approved bond purposes as follows: up to $40,000,000 for the refunding of existing bonds; up to $91,500,000 for Water and Wastewater System projects; up to $11,900,000 for Parks System projects; up to $18,100,000 for the Animal Services Facility project; up to $1,250,000 for Trails System projects; up to $14,200,000 for Transportation System projects; up to $620,000 for Sustainability projects; up to $1,050,000 for the Aquatics/Recreation Center project; and up to $12,600,000 for Fire Department projects. These amounts represent the maximum allocation of bond proceeds to each voter-approved purpose within the Series 2026 bond issuance. BUDGET/STAFF IMPACT: Funding will be provided by the issuance of Sales and Use Tax Capital Improvement and Refunding Bonds. ATTACHMENTS: 3. Staff Review Form, 4. 2026 SUT - Bond Ordinance, 5. Bond Purchase Agreement 2026- 06-18, 6. Continuing Disclosure Agreement 2026-06-18, 7. Escrow Agreement 2026-06-18, 8. Preliminary Official Statement 2026-06-18, 9. Trust Indenture 2026-06-18 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Page 1 City of Fayetteville, Arkansas Legislation Text 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 File #: 2026-2002 AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY’S NOT TO EXCEED $191,220,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2026, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN WATER AND WASTEWATER SYSTEM, PARKS SYSTEM, ANIMAL SERVICES, TRAILS, TRANSPORTATION, SUSTAINABILITY, AQUATICS/RECREATION CENTER AND FIRE DEPARTMENT FACILITIES AND IMPROVEMENTS AND FOR THE PURPOSE OF REFUNDING THE CITY’S OUTSTANDING SALES AND USE TAX CAPITAL IMPROVEMENT BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE PURSUANT TO WHICH THE BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT PROVIDING FOR THE DEFEASANCE AND REDEMPTION OF THE CITY’S OUTSTANDING SALES AND USE TAX CAPITAL IMPROVEMENT BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. 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, such as (1) water and wastewater system rehabilitation and improvements (the “Water/Wastewater System Project”), (2) parks system and related improvements (the “Parks System Project”), (3) an animal services facility and related improvements (the “Animal Services Facility Project”), (4) trail system and related improvements (the “Trails System Project”), (5) streets and transportation-related improvements (the “Transportation System Project”), (6) a recycling drop-off facility and a household hazardous waste facility and related improvements (the “Sustainability Project”), (7) an aquatics/recreation center and related improvements (the “Aquatics/Recreation Center Project”) and (8) a fire training facility and fire station construction and related improvements and the acquisition of firefighting vehicles, equipment and apparatus (the “Fire Department Project”); and WHEREAS, the City Council has further determined that additional revenues can be obtained to finance all or a portion of the costs of such critical capital improvement needs by restructuring the City’s existing indebtedness secured by sales and use tax receipts through the refunding of the Prior Bonds (defined below) and the rededication of said sales and use tax receipts to new bonded indebtedness; and WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Ordinance: 7014 File Number: 2026-2002 Page 2 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 Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department 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 such authority, the City has previously issued and there are presently outstanding (i) its Sales and Use Tax Capital Improvement Bonds, Series 2022, in the aggregate principal amount of $28,470,000 (the “Series 2022 Bonds”), and (ii) its Sales and Use Tax Capital Improvement Bonds, Series 2024, in the aggregate principal amount of $15,000,000 (the “Series 2024 Bonds”) (collectively, the “Prior Bonds”); and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of Ordinance No. 6920 of the City, adopted and approved on October 21, 2025 (the “Election Ordinance”), there was submitted to the qualified electors of the City nine questions regarding (i) the issuance of not to exceed $40,000,000 in principal amount of refunding bonds for the purpose of redeeming the Prior Bonds, and (ii) the issuance of an aggregate of not to exceed $335,500,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements comprising 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 March 3, 2026, a majority of the qualified electors of the City voting on each of the nine questions approved the issuance of refunding bonds and 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, 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 and Refunding Bonds, Series 2026, in the aggregate principal amount of not to exceed $191,220,000 (the “Series 2026 Bonds”), in order to provide for the funding of all or a portion of the costs of the Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department Project and in order to provide for the defeasance and redemption of the Prior Bonds; and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2026 Bonds to Stephens Inc. (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement between the City and the Underwriter (the “Bond Purchase Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Ordinance: 7014 File Number: 2026-2002 Page 3 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 and Refunding Bonds, Series 2026” (the “Series 2026 Bonds”). The Series 2026 Bonds shall be issued in the original aggregate principal amount of not to exceed One Hundred Ninety- One Million Two Hundred Twenty Thousand Dollars ($191,220,000) and shall mature not later than November 1, 2046, in the principal amounts and bearing interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2026 Bonds as a whole shall not exceed 4.50% per annum. Of the $191,220,000 maximum aggregate principal amount of Series 2026 Bonds hereby authorized, (i) not to exceed $40,000,000 shall be deemed to apply to the defeasance and refunding of the Prior Bonds (Question 1 on the ballot), (ii) not to exceed $91,500,000 shall be deemed to apply to the Water/Wastewater System Project (Question 2 on the ballot), (iii) not to exceed $11,900,000 shall be deemed to apply to the Parks System Project (Question 3 on the ballot), (iv) not to exceed $18,100,000 shall be deemed to apply to the Animal Services Facility Project (Question 4 on the ballot), (v) not to exceed $1,250,000 shall be deemed to apply to the Trails System Project (Question 5 on the ballot), (vi) not to exceed $14,200,000 shall be deemed to apply to the Transportation System Project (Question 6 on the ballot), (vii) not to exceed $620,000 shall be deemed to apply to the Sustainability Project (Question 7 on the ballot), (viii) not to exceed $1,050,000 shall be deemed to apply to the Aquatics/Recreation Center Project (Question 8 on the ballot), and (ix) not to exceed $12,600,000 shall be deemed to apply to the Fire Department Project (Question 9 on the ballot), and the proceeds of the Series 2026 Bonds shall be allocated accordingly. The proceeds of the Series 2026 Bonds will be utilized to finance all or a portion of the costs of the Projects described above, to redeem the Prior Bonds, to establish a debt service reserve for the Series 2026 Bonds or to purchase a surety bond on an insurance policy for reserve purposes, if deemed economically beneficial, to pay a premium for bond insurance, if deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2026 Bonds. The Series 2026 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 Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2026 Bonds in substantially the form thereof contained in the Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2026 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 2026 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 2026 Bonds in substantially the form contained in the Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2026 Bonds, their execution to constitute conclusive evidence of such approval. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Ordinance: 7014 File Number: 2026-2002 Page 4 Section 2. In order to pay the principal of and interest on the Series 2026 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of the one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. The levy and collection of the Sales and Use Tax replaces the levy and collection of prior sales and use taxes by the City at the combined rate of one percent (1.00%) securing the Prior Bonds and shall commence as provided in the Local Government Bond Act and continue until such time as the Series 2026 Bonds and any Additional Bonds subsequently issued pursuant to the Trust Indenture (collectively with the Series 2026 Bonds, the “Bonds”) are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture to redeem the 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 2026 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture (the “Trust Indenture”), by and between the City and Simmons Bank, Pine Bluff, Arkansas (the “Trustee”), and the City Clerk is hereby authorized and directed to execute and acknowledge the 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 Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of Sales and Use Tax receipts and the terms of the Series 2026 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the 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 2026 Bonds. The Preliminary Official Statement is hereby “deemed final” by the City within the meaning of U.S. Securities and Exchange Commission Rule 15c2-12. 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.) Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Ordinance: 7014 File Number: 2026-2002 Page 5 Section 5. In order to prescribe the terms and conditions upon which the Series 2026 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 to ensure 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 Simmons Bank, Pine Bluff, Arkansas, as dissemination agent (the “Dissemination Agent”), and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Dissemination Agent. 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 Dissemination Agent, 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. In order to provide for the defeasance and redemption of the Prior Bonds, the Mayor is hereby authorized and directed to execute an Escrow Deposit Agreement to be dated as of the date of its execution (the “Escrow Agreement”), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as escrow trustee (the “Escrow Trustee”), and the Mayor is hereby authorized and directed to cause the Escrow Agreement to be executed by the Escrow Trustee. The Escrow Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter, the Escrow Trustee and Bond Counsel in order to complete the Escrow Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Escrow Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Escrow 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 8. In order to secure lower interest rates on the Series 2026 Bonds, the Underwriter has proposed that the City consider the purchase of a policy of bond insurance with a portion of the proceeds of the Series 2026 Bonds, which policy or policies would guarantee the payment of the principal of and Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E Ordinance: 7014 File Number: 2026-2002 Page 6 interest on the Series 2026 Bonds when due. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute an insurance commitment and to do any and all things necessary to accomplish the delivery of a bond insurance policy with respect to the Series 2026 Bonds. In order that the maximum amount of proceeds of the Series 2026 Bonds be available to refund the Prior Bonds and pay costs of the Projects, the Underwriter has proposed that the City consider the purchase of a surety bond or a debt service reserve insurance policy with a portion of the proceeds of the Series 2026 Bonds, which surety bond or insurance policy would satisfy the funding requirements of the debt service reserve. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute a commitment and to do any and all things necessary to accomplish the delivery of a surety bond or debt service reserve insurance policy with respect to the debt service reserve for the Series 2026 Bonds. Section 9. 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 2026 Bonds and to effect the execution and delivery of the 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 2026 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 10. 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 2026 Bonds. Section 11. 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 12. All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 13. The City Council hereby finds and determines that there is a critical need to restructure the City’s existing indebtedness through the refunding of the Prior Bonds and to obtain an additional source of revenue to finance essential City capital improvements such as the Projects, all in order to promote and protect the health, safety and welfare of the inhabitants of the City. It is, therefore, declared that an emergency exists and this Ordinance being necessary for the immediate preservation of the public health, safety and welfare shall be in full force and effect from and after its passage and approval. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E City of Fayetteville Staff Review Form 2026-2002 Item ID 7/7/2026 City Council Meeting Date - Agenda Item Only N/A for Non-Agenda Item Steve Dotson 6/18/2026 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 $191,220,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026, for the purpose of financing all or a portion of the costs of certain water and wastewater system, parks system, animal services, trails, transportation, sustainability, aquatics/recreation center, and fire department facilities and improvements and for the purpose of refunding the City's outstanding sales and use tax capital improvement bonds. 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 Amendment attached?No Budget Amendment $- Remaining Budget $- Purchase Order Number:Previous Ordinance or Resolution # Change Order Number:Approval Date: Original Contract Number: Comments: Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4912-9054-3538.3 ORDINANCE NO. _____ AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY’S NOT TO EXCEED $191,220,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2026, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN WATER AND WASTEWATER SYSTEM, PARKS SYSTEM, ANIMAL SERVICES, TRAILS, TRANSPORTATION, SUSTAINABILITY, AQUATICS/RECREATION CENTER AND FIRE DEPARTMENT FACILITIES AND IMPROVEMENTS AND FOR THE PURPOSE OF REFUNDING THE CITY’S OUTSTANDING SALES AND USE TAX CAPITAL IMPROVEMENT BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE PURSUANT TO WHICH THE BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT PROVIDING FOR THE DEFEASANCE AND REDEMPTION OF THE CITY’S OUTSTANDING SALES AND USE TAX CAPITAL IMPROVEMENT BONDS; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. 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, such as (1) water and wastewater system rehabilitation and improvements (the “Water/Wastewater System Project”), (2) parks system and related improvements (the “Parks System Project”), (3) an animal services facility and related improvements (the “Animal Services Facility Project”), (4) trail system and related improvements (the “Trails System Project”), (5) streets and transportation-related improvements (the “Transportation System Project”), (6) a recycling drop-off facility and a household hazardous waste facility and related improvements (the “Sustainability Project”), (7) an aquatics/recreation center and related improvements (the “Aquatics/Recreation Center Project”) and (8) a fire training facility and fire station construction and related improvements and the acquisition of firefighting vehicles, equipment and apparatus (the “Fire Department Project”); and WHEREAS, the City Council has further determined that additional revenues can be obtained to finance all or a portion of the costs of such critical capital improvement needs by restructuring the City’s existing indebtedness secured by sales and use tax receipts through the refunding of the Prior Bonds (defined below) and the rededication of said sales and use tax receipts to new bonded indebtedness; 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 2 4912-9054-3538.3 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 Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department 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 such authority, the City has previously issued and there are presently outstanding (i) its Sales and Use Tax Capital Improvement Bonds, Series 2022, in the aggregate principal amount of $28,470,000 (the “Series 2022 Bonds”), and (ii) its Sales and Use Tax Capital Improvement Bonds, Series 2024, in the aggregate principal amount of $15,000,000 (the “Series 2024 Bonds”) (collectively, the “Prior Bonds”); and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of Ordinance No. 6920 of the City, adopted and approved on October 21, 2025 (the “Election Ordinance”), there was submitted to the qualified electors of the City nine questions regarding (i) the issuance of not to exceed $40,000,000 in principal amount of refunding bonds for the purpose of redeeming the Prior Bonds, and (ii) the issuance of an aggregate of not to exceed $335,500,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements comprising 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 March 3, 2026, a majority of the qualified electors of the City voting on each of the nine questions approved the issuance of refunding bonds and 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, 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 and Refunding Bonds, Series 2026, in the aggregate principal amount of not to exceed $191,220,000 (the “Series 2026 Bonds”), in order to provide for the funding of all or a portion of the costs of the Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department Project and in order to provide for the defeasance and redemption of the Prior Bonds; and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2026 Bonds to Stephens Inc. (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement between the City and the Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 3 4912-9054-3538.3 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 and Refunding Bonds, Series 2026” (the “Series 2026 Bonds”). The Series 2026 Bonds shall be issued in the original aggregate principal amount of not to exceed One Hundred Ninety-One Million Two Hundred Twenty Thousand Dollars ($191,220,000) and shall mature not later than November 1, 2046, in the principal amounts and bearing interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2026 Bonds as a whole shall not exceed 4.50% per annum. Of the $191,220,000 maximum aggregate principal amount of Series 2026 Bonds hereby authorized, (i) not to exceed $40,000,000 shall be deemed to apply to the defeasance and refunding of the Prior Bonds (Question 1 on the ballot), (ii) not to exceed $91,500,000 shall be deemed to apply to the Water/Wastewater System Project (Question 2 on the ballot), (iii) not to exceed $11,900,000 shall be deemed to apply to the Parks System Project (Question 3 on the ballot), (iv) not to exceed $18,100,000 shall be deemed to apply to the Animal Services Facility Project (Question 4 on the ballot), (v) not to exceed $1,250,000 shall be deemed to apply to the Trails System Project (Question 5 on the ballot), (vi) not to exceed $14,200,000 shall be deemed to apply to the Transportation System Project (Question 6 on the ballot), (vii) not to exceed $620,000 shall be deemed to apply to the Sustainability Project (Question 7 on the ballot), (viii) not to exceed $1,050,000 shall be deemed to apply to the Aquatics/Recreation Center Project (Question 8 on the ballot), and (ix) not to exceed $12,600,000 shall be deemed to apply to the Fire Department Project (Question 9 on the ballot), and the proceeds of the Series 2026 Bonds shall be allocated accordingly. The proceeds of the Series 2026 Bonds will be utilized to finance all or a portion of the costs of the Projects described above, to redeem the Prior Bonds, to establish a debt service reserve for the Series 2026 Bonds or to purchase a surety bond on an insurance policy for reserve purposes, if deemed economically beneficial, to pay a premium for bond insurance, if deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2026 Bonds. The Series 2026 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 Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2026 Bonds in substantially the form thereof contained in the Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2026 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 2026 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 2026 Bonds in substantially the form contained in the Trust Indenture submitted to this meeting, with such Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4 4912-9054-3538.3 changes as shall be approved by such persons executing the Series 2026 Bonds, their execution to constitute conclusive evidence of such approval. Section 2. In order to pay the principal of and interest on the Series 2026 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of the one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. The levy and collection of the Sales and Use Tax replaces the levy and collection of prior sales and use taxes by the City at the combined rate of one percent (1.00%) securing the Prior Bonds and shall commence as provided in the Local Government Bond Act and continue until such time as the Series 2026 Bonds and any Additional Bonds subsequently issued pursuant to the Trust Indenture (collectively with the Series 2026 Bonds, the “Bonds”) are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture to redeem the 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 2026 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture (the “Trust Indenture”), by and between the City and Simmons Bank, Pine Bluff, Arkansas (the “Trustee”), and the City Clerk is hereby authorized and directed to execute and acknowledge the 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 Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of Sales and Use Tax receipts and the terms of the Series 2026 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the 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 2026 Bonds. The Preliminary Official Statement is hereby “deemed final” by the City within the meaning of U.S. Securities and Exchange Commission Rule 15c2-12. 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 5 4912-9054-3538.3 (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 2026 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 to ensure 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 Simmons Bank, Pine Bluff, Arkansas, as dissemination agent (the “Dissemination Agent”), and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Dissemination Agent. 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 Dissemination Agent, 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. In order to provide for the defeasance and redemption of the Prior Bonds, the Mayor is hereby authorized and directed to execute an Escrow Deposit Agreement to be dated as of the date of its execution (the “Escrow Agreement”), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as escrow trustee (the “Escrow Trustee”), and the Mayor is hereby authorized and directed to cause the Escrow Agreement to be executed by the Escrow Trustee. The Escrow Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter, the Escrow Trustee and Bond Counsel in order to complete the Escrow Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Escrow Agreement, their execution to constitute conclusive evidence of such approval. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 6 4912-9054-3538.3 (Advice is given that a copy of the Escrow 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 8. In order to secure lower interest rates on the Series 2026 Bonds, the Underwriter has proposed that the City consider the purchase of a policy of bond insurance with a portion of the proceeds of the Series 2026 Bonds, which policy or policies would guarantee the payment of the principal of and interest on the Series 2026 Bonds when due. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute an insurance commitment and to do any and all things necessary to accomplish the delivery of a bond insurance policy with respect to the Series 2026 Bonds. In order that the maximum amount of proceeds of the Series 2026 Bonds be available to refund the Prior Bonds and pay costs of the Projects, the Underwriter has proposed that the City consider the purchase of a surety bond or a debt service reserve insurance policy with a portion of the proceeds of the Series 2026 Bonds, which surety bond or insurance policy would satisfy the funding requirements of the debt service reserve. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute a commitment and to do any and all things necessary to accomplish the delivery of a surety bond or debt service reserve insurance policy with respect to the debt service reserve for the Series 2026 Bonds. Section 9. 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 2026 Bonds and to effect the execution and delivery of the 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 2026 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 10. 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 2026 Bonds. Section 11. 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 12. All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 7 4912-9054-3538.3 Section 13. The City Council hereby finds and determines that there is a critical need to restructure the City’s existing indebtedness through the refunding of the Prior Bonds and to obtain an additional source of revenue to finance essential City capital improvements such as the Projects, all in order to promote and protect the health, safety and welfare of the inhabitants of the City. It is, therefore, declared that an emergency exists and this Ordinance being necessary for the immediate preservation of the public health, safety and welfare shall be in full force and effect from and after its passage and approval. ADOPTED AND APPROVED THIS _____ DAY OF _____________, 2026. APPROVED: Mayor ATTEST: City Clerk (S E A L) Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 KUTAK ROCK LLP DRAFT 06/18/2026 BOND PURCHASE AGREEMENT ______________, 2026 City of Fayetteville City Administration Building 113 West Mountain Fayetteville, Arkansas 72701 $_________ City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026 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 ____________, 2026. 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 $____________ City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026 (the “Bonds”), at the purchase price (the “Purchase Price”) of $___________ (equal to the par amount of the Bonds [plus][less] a [net] reoffering [premium][discount] of $___________ and less underwriter’s discount of $_________). The 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 §§14-164-301 et seq. (the “Act”). The 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 and levied within the City pursuant to Ordinance No. 6920 of the City Council of the City which was adopted on October 21, 2025 (the “Election Ordinance”), which levies were approved by the voters of the City at a special election held March 3, 2026, and (2) moneys or investments on deposit in the Revenue Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 2 Fund, Bond Fund and Redemption Fund established by a Trust Indenture dated as of _________ 1, 2026 (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 Bonds shall be issued and secured pursuant to Ordinance No. _____ of the City Council of the City which was adopted on _________, 2026 (the “Authorizing Ordinance”), and pursuant to the Indenture. The Bonds shall have the maturities and interest rates as set forth in Exhibit A hereto. The Bonds shall be subject to redemption as set forth in the Indenture and in the Official Statement (hereinafter defined). A portion of the proceeds of the Bonds will be used, along with other available moneys, to accomplish a current refunding of (i) $________ outstanding principal amount of the City’s Sales and Use Tax Capital Improvement Bonds, Series 2022, and (ii) $________ outstanding principal amount of the City’s Sales and Use Tax Capital Improvement Bonds, Series 2024 (collectively, the “Prior Bonds”). The defeasance and redemption of the Prior Bonds will be accomplished pursuant to the terms and provisions of an Escrow Deposit Agreement to be dated as of the date of delivery of the Bonds (the “Escrow Agreement”), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as escrow trustee (the “Escrow Trustee”), and the Bond proceeds deposited thereunder will be held, invested and utilized (along with other available moneys) to redeem the Prior Bonds at the times and in the amounts provided in the Escrow Agreement. The remaining proceeds of the Bonds will be used (i) to pay all or a portion of the costs of certain (1) water and wastewater system rehabilitation and improvements, (2) parks system and related improvements, (3) an animal services facility and related improvements, (4) trail system and related improvements, (5) streets and transportation-related improvements, (6) a recycling drop-off facility and a household hazardous waste facility and related improvements, (7) an aquatics/recreation center and related improvements, and (8) a fire training facility and fire station construction and related improvements and the acquisition of firefighting vehicles, equipment and apparatus (collectively, the “Projects”), and (ii) to pay certain expenses in connection with the issuance of the Bonds. The City will undertake, pursuant to a Continuing Disclosure Agreement to be dated as of the date of delivery of the 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). The City is in compliance with its continuing disclosure undertakings entered into by the City pursuant to the Rule in connection with other bonds issued by the City, and, except for failures to comply with such continuing disclosure obligations (as to which no determination of materiality has been made) as set forth in the Preliminary Official Statement and the Official Statement, the City has been in compliance with its continuing disclosure undertakings in all material respects for the past five years. In order to ensure compliance with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to the Bonds, the City will enter into a Tax Compliance Agreement dated as of the date of delivery of the Bonds (the “Tax Compliance Agreement”). Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 3 2. Bona Fide Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds at the offering prices set forth on the inside cover of the final Official Statement described below. 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 __________, 2026, relating to the 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 __________, 2026, relating to the 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 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 Bonds for the purpose of defeasing and redeeming the Prior Bonds and financing a portion of the costs of the Projects. (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 Bonds, (iii) to enter into this Bond Purchase Agreement, the Indenture, the Escrow Agreement, the Continuing Disclosure Agreement and the Tax Compliance Agreement, (iv) to levy the Sales and Use Tax, (v) to issue, sell and deliver the 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 4 interest on the Bonds, and (vii) to carry out and consummate all other transactions contemplated by each of the 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 Bonds and the execution, delivery and due performance of this Bond Purchase Agreement, the Indenture, the Escrow Agreement, 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 Indenture, the Escrow Agreement, 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 Indenture, the Escrow Agreement, 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 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 5 untrue statement of a material fact, or omit to state any material fact 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 Bonds, the Indenture, the Escrow Agreement, 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 Bonds, the Indenture, the Escrow Agreement, 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 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 Bond financing, or which, in any way, could adversely affect the validity or enforceability of the Authorizing Ordinance, the Election Ordinance, the Bonds, the Indenture, the Escrow Agreement, 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 Bonds for federal income tax purposes or in any other way questions the status of the Bonds under federal or State of Arkansas tax laws or regulations. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 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 previously levied sales and use taxes 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 Bonds to be applied in a manner other than as provided in the Indenture, or which would cause the interest on the 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 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 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 ____________, 2026, 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 Bonds, or cause the Bonds to be delivered, to or at the direction of the Underwriter, said 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 Bonds by making a wire transfer of federal funds payable to the order of the Trustee for the account of the City. The 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 Authorizing Ordinance, the Election Ordinance, the Indenture, the Escrow Agreement, the Continuing Disclosure Agreement and the Tax Compliance Agreement and the other documents related to the Bonds and the payment for the Bonds and the delivery of the certificates, opinions and other instruments as described in Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 7 Section 8 of this Bond Purchase Agreement shall occur in the offices of Kutak Rock LLP, 1277 E. Joyce Blvd., Suite 300, Fayetteville, 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 Bonds and simultaneous delivery of the 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 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 Bonds or the Bonds, or of causing interest on obligations of the general character of the Bonds, or the 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 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 Bonds or of any of the transactions contemplated in connection herewith, including causing interest on the 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 Bonds, or the Bonds which, in the opinion of the Underwriter, materially adversely affects the market price of or market for the Bonds; or (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 Bonds, including any underlying obligations, or the Indenture, as the case may be, is not exempt from the registration, qualification or other Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 8 requirements of 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 (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 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 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 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 Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or 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 Bonds shall be subject (a) to the performance by the City of its obligations to be Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 9 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 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 Indenture, the Authorizing Ordinance, the Election Ordinance, the Escrow Agreement, 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 Bonds and other funds shall be deposited and applied as described in the 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 Indenture, the Escrow Agreement, 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 the form set forth in Exhibit D hereto; (3) An opinion of Bond Counsel addressed to the City and the trustee for the Prior Bonds (the “Prior Bond Trustee”), to the effect that upon deposit of the moneys as described in the trust indenture with the Prior Bond Trustee securing the Prior Bonds, the Prior Bonds will be deemed to be paid and discharged and the lien on the receipts of the sales and use taxes securing the Prior Bonds will be released; (4) The Official Statement executed by a duly authorized officer of the City; Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 10 (5) Certified copies of the Authorizing Ordinance and the Election Ordinance and all other ordinances and resolutions of the City relating to the Bonds; (6) Certified copies of the Notice of Election and Mayor’s Proclamation of Election Results, together with proofs of publication thereof; (7) Photocopies of the Bonds as executed and delivered; (8) A letter from S&P Global Ratings, a business unit of Standard & Poor’s Financial Services, LLC, to the effect that the Bonds have been assigned a rating of no less than “____” (______ outlook), which rating shall be in effect as of the Closing Date; (9) 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 Bonds, the Indenture, the Escrow Agreement, 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 Bonds or in any way affecting any authority for or the validity of the Bonds, the Sales and Use Tax, the Official Statement, the Authorizing Ordinance, the Election Ordinance, the Indenture, the Escrow Agreement, the Continuing Disclosure Agreement, the Tax Compliance Agreement, or this Bond Purchase Agreement; (iv) the Bonds, the Indenture, this Bond Purchase Agreement, the Escrow 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, 2025, 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 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 Bonds for the purposes stated in the Act and to enter into this Bond Purchase Agreement, to adopt the Authorizing Ordinance and the Election Ordinance, to issue, sell and deliver the Bonds as provided in this Bond Purchase Agreement, and to carry out and consummate all other transactions contemplated Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 11 by this Bond Purchase Agreement, the Authorizing Ordinance, the Election Ordinance, the Indenture, the Escrow Agreement, 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; (10) 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 Bonds, the Indenture, the Escrow Agreement, 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 Escrow Agreement, 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 Bonds, the Sales and Use Tax, the Authorizing Ordinance, the Election Ordinance, the Indenture, the Escrow Agreement, 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, 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 Indenture, the Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 12 Escrow Agreement, 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; (11) Evidence that Federal Form 8038-G has been executed by the City and is ready for filing with the Internal Revenue Service; (12) 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 (13) 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 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 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 13 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 Bonds, legal publication costs, costs for obtaining CUSIP numbers on the Bonds, fees payable to The Depository Trust Company relating to the Bonds, Federal Funds charges, costs of printing the 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 agencies for the rating of the 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 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, Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 14 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 Bonds, and all other expenses incurred by it in connection with the public offering and distribution of the 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 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 Bonds. (b) The City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply 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 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which 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 Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the 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 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 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 maturity of the Bonds, the Underwriter will neither offer nor sell unsold 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 15 (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. 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 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 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 Bonds of each maturity allotted to it, whether or not the Closing Date has occurred, until either all 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 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 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 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 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 sale of the 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 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all the 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 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, Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 16 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 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 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 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 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 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 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 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 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 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 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 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the 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) “public” means any person other than an underwriter or a related party; (ii) “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 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 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 Bonds to the public); (iii) a purchaser of any of the 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 17 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 (iv) “sale date” means the date of execution of this Bond Purchase Agreement by all parties. 14. 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, 23rd Floor, Little Rock, AR 72201, Attention: Public Finance. 15. 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 Bonds, shall acquire or have any right hereunder or by virtue hereof. 16. Applicable Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4904-0296-5427.2 18 17. 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E A-1 4904-0296-5427.2 EXHIBIT A MATURITY SCHEDULE (November 1) Maturity(1) Principal Amount Interest Rate Yield Price 2027 $ % % % 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 _______________________________ (1) [All maturities are General Rule maturities.] (2) [Mandatory sinking fund redemption.] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E B-1 4904-0296-5427.2 EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE $_________ City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds Series 2026 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 General Rule Maturities. As of the date of this Certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule 1. [All Maturities are General Rule Maturities.] 2. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule 1 hereto as the “General Rule Maturities.” (b) Issuer means the City of Fayetteville, Arkansas. (c) 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. (d) 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. (e) 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). (f) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is __________, 2026. (g) 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E B-2 4904-0296-5427.2 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 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: ___________, 2026 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E S-1-1 4904-0296-5427.2 SCHEDULE 1 SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES $___________ City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds Series 2026 (November 1) Maturity(1) Principal Amount Interest Rate Yield Price 2027 $ % % % 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 _______________________________ (1) [All maturities are General Rule maturities.] (2) [Mandatory sinking fund redemption.] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E S-2-1 4904-0296-5427.2 SCHEDULE 2 PRICING WIRE OR EQUIVALENT COMMUNICATION (To be attached) Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-1 4904-0296-5427.2 EXHIBIT C PROPOSED FORM OF BOND COUNSEL APPROVING OPINION Upon delivery of the Bonds in definitive form, Kutak Rock LLP, Little Rock, Arkansas, proposes to deliver its approving opinion in substantially the following form: ___________, 2026 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Little Rock, Arkansas $__________ City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds Series 2026 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 $__________ Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026 (the “Series 2026 Bonds”). The Series 2026 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 §§14-164-301 et seq. (as from time to time amended, the “Local Government Bonds Act”), pursuant to Ordinance No. ____ of the City, duly adopted and approved on ________, 2026 (the “Authorizing Ordinance”), and pursuant to a Trust Indenture dated as of ________ 1, 2026 (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 2026 Bonds, the rights, duties and obligations of the City, the Trustee and the Holders of the Series 2026 Bonds, and the terms upon which the Series 2026 Bonds are issued and secured. At a special election held March 3, 2026, called in accordance with the Local Government Bond Act pursuant to Ordinance No. 6920 of the City, adopted on October 21, 2025 (the “Election Ordinance”), the issuance of the Series 2026 Bonds was approved by a majority of the qualified Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-2 4904-0296-5427.2 electors of the City voting on each of the nine 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 2026 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 2026 Bonds are payable from and equally and ratably secured by a valid lien on and pledge of the Trust Estate (as defined in the Indenture), including receipts of the 1.00% Sales and Use Tax (as defined in the Indenture), in the manner and to the extent provided in the Indenture. 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 2026 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 2026 Bonds. As provided in the Local Government Bond Act, levy and collection of the Sales and Use Tax will commence on and as of the date of expiration of the Prior Tax (as defined in the Election Ordinance). 6. Interest on the Series 2026 Bonds 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. The opinions described in the preceding sentences assume the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-3 4904-0296-5427.2 the Internal Revenue Code of 1986, as amended (the “Code”), that must be met subsequent to the issuance of the Series 2026 Bonds. Failure to comply with certain of such requirements could cause interest on the Series 2026 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2026 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 2026 Bonds. 7. The interest on the Series 2026 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. 8. The Series 2026 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 2026 Bonds. It is to be understood that the rights of the registered owners of the Series 2026 Bonds and the enforceability of the Series 2026 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, Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E D-1 4904-0296-5427.2 EXHIBIT D PROPOSED FORM OF BOND COUNSEL SUPPLEMENTAL OPINION ___________, 2026 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Little Rock, Arkansas $__________ City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds Series 2026 Ladies and Gentlemen: This opinion supplements our bond approving opinion, dated the date hereof, relating to the above-captioned bonds (the “Series 2026 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 __________, 2026 (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 ___________, 2026 (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 __________, 2026 (the “Tax Compliance Agreement”), by and between the City and the Trustee; Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E D-2 4904-0296-5427.2 (d) An executed counterpart of the Escrow Agreement dated __________, 2026 (the “Escrow Agreement”), by and between the City and Simmons Bank, as escrow trustee (the “Escrow Trustee”); and (e) The Official Statement dated __________, 2026, with respect to the Series 2026 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. The Escrow Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Escrow Trustee, the Escrow Agreement constitutes the valid and binding agreement of the City, enforceable in accordance with its terms. 5. 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, the Tax Compliance Agreement or the Escrow Agreement (collectively, the “Related Documents”), (c) the security for the Series 2026 Bonds, or (d) the transactions contemplated by the Related Documents. 6. 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E D-3 4904-0296-5427.2 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. 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, Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4935-7143-4419.2 KUTAK ROCK LLP DRAFT 06/18/2026 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 $__________ City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026 (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 ________, 2026, and pursuant to the terms and provisions of a Trust Indenture dated as of ________ 1, 2026 (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 City 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 hereunder. 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. “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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 2 4935-7143-4419.2 “Disclosure Representative” means the City’s Chief Financial Officer, 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. “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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 3 4935-7143-4419.2 to Ordinance No. 6920 adopted by the City on October 21, 2025, the collection of which tax will commence 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 ____________, 2026 (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. 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4 4935-7143-4419.2 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 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 5 4935-7143-4419.2 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. 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 6 4935-7143-4419.2 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E [SIGNATURE PAGE TO CONTINUING DISCLOSURE AGREEMENT] 4935-7143-4419.2 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: _____________, 2026 CITY OF FAYETTEVILLE, ARKANSAS By: Mayor SIMMONS BANK, as Dissemination Agent By: Title: Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E I - 1 4935-7143-4419.2 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, 2026. 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E II - 1 4935-7143-4419.2 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E II - 2 4935-7143-4419.2 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E III - 1 4935-7143-4419.2 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 and Refunding Bonds, Series 2026 Name of Obligated Party: City of Fayetteville, Arkansas Date of Issuance: ____________, 2026 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 as required by Section 4 of the Continuing Disclosure Agreement between the Issuer and the undersigned dated __________, 2026. 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4922-9420-3315.2 KUTAK ROCK LLP DRAFT 06/18/2026 ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated ___________, 2026, by and between the City of Fayetteville, Arkansas, a city of the first class organized and existing under the laws of the State of Arkansas (the “Issuer”), and Simmons Bank, Pine Bluff, Arkansas, a duly organized and existing banking corporation authorized to accept and execute trusts of the character herein set forth under and by virtue of the laws of the State of Arkansas, as escrow trustee for the hereinafter defined Prior Bonds (the “Escrow Trustee”). W I T N E S S E T H: WHEREAS, the Issuer has heretofore issued its $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022, dated June 22, 2022, of which $__________ in aggregate principal amount remains outstanding and is stated to mature serially on November 1 in each of the years 20__ through 20__, inclusive (the “Series 2022 Bonds”); and WHEREAS, the Issuer has heretofore issued its $15,000,000 Sales and Use Tax Capital Improvement Bonds, Series 2024, dated October 15, 2024, of which $__________ in aggregate principal amount remains outstanding and is stated to mature serially on November 1 in each of the years 20__ through 20__, inclusive (the “Series 2024 Bonds,” and together with the Series 2022 Bonds, the “Prior Bonds”); and WHEREAS, the terms of and security for the Prior Bonds are prescribed by that certain Trust Indenture dated as of August 1, 2019, as subsequently amended and supplemented (the “Prior Bonds Indenture”), by and between the Issuer and Simmons Bank, Pine Bluff, Arkansas, as trustee (the “Prior Bonds Trustee”); and WHEREAS, the Issuer has authorized the issuance of $__________ aggregate principal amount of its Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026 (the “Series 2026 Bonds”), a portion of the proceeds of which are to be used, together with other available funds, to refund all of the outstanding Prior Bonds; and WHEREAS, the Issuer has made arrangements for deposit with the Escrow Trustee of moneys and investment obligations derived from and purchased with (a) a portion of the sale proceeds of the Series 2026 Bonds, and (b) available moneys and investment obligations in the bond fund established under the Prior Bonds Indenture and held by the Prior Bonds Trustee for the benefit of the Series 2022 Bonds, which in the aggregate will provide sufficient immediately available funds to enable the Escrow Trustee to pay the principal of and interest on the Series 2022 Bonds at maturity and upon redemption on November 1, 2026, as set forth on Schedule A-1 hereto; and WHEREAS, the Issuer has also made arrangements for deposit with the Escrow Trustee of moneys derived from (a) a portion of the sale proceeds of the Series 2026 Bonds, and (b) available moneys and investment obligations in the bond fund established under the Prior Bonds Indenture and held by the Prior Bonds Trustee for the benefit of the Series 2024 Bonds, which in the aggregate will provide sufficient immediately available funds to enable the Escrow Trustee to pay the principal of and interest on the Series 2024 Bonds upon redemption on September __, 2026, as set forth on Schedule A-2 hereto; and Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 2 4922-9420-3315.2 WHEREAS, the Issuer has entered into this Agreement with the Escrow Trustee in order to ensure that the procedures required for discharging the Prior Bonds will be followed; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, and in order to provide for the redemption of the Prior Bonds and to set forth the obligations of the parties hereto, the parties hereto agree as follows: Section 1. Establishment of Escrow Funds. There is hereby created and established with the Escrow Trustee (a) a special, segregated and irrevocable escrow account designated “City of Fayetteville, Arkansas – Series 2022 Sales and Use Tax Bonds Escrow Fund” (the “2022 Escrow Fund”), to be held in the custody of the Escrow Trustee as a trust fund for the benefit of the registered owners of the Series 2022 Bonds and separate and apart from any other funds of the Issuer and the Escrow Trustee, and (b) a special, segregated and irrevocable escrow account designated “City of Fayetteville, Arkansas – Series 2024 Sales and Use Tax Bonds Escrow Fund” (the “2024 Escrow Fund”), to be held in the custody of the Escrow Trustee as a trust fund for the benefit of the registered owners of the Series 2024 Bonds and separate and apart from any other funds of the Issuer and the Escrow Trustee. Section 2. Deposits to Escrow Funds. Simultaneously with the execution of this Agreement, the Issuer has sold and delivered the Series 2026 Bonds. (a) From the proceeds of the sale of the Series 2026 Bonds, the Issuer has delivered to the Escrow Trustee for deposit in the 2022 Escrow Fund immediately available moneys in the amount of $_________. The Escrow Trustee, in its role as trustee for the Series 2022 Bonds, is hereby directed to liquidate all investments in the bond fund established under the Prior Bonds Indenture and held for the benefit of the Series 2022 Bonds (viz., the sum of $_________), and to transfer such moneys to the 2022 Escrow Fund. The Escrow Trustee has purchased, from and as an investment of moneys in the 2022 Escrow Fund, at the prices indicated, the direct noncallable obligations of the United States of America identified in Schedule B attached hereto (the “Governmental Obligations”). Accordingly, the Escrow Trustee now holds (or has the right to receive principal and interest on) the Governmental Obligations and $_____ in uninvested cash in the 2022 Escrow Fund. (b) From the proceeds of the sale of the Series 2026 Bonds, the Issuer has delivered to the Escrow Trustee for deposit in the 2024 Escrow Fund immediately available moneys in the amount of $_________. The Escrow Trustee, in its role as trustee for the Series 2024 Bonds, is hereby directed to liquidate all investments in the bond fund established under the Prior Bonds Indenture and held for the benefit of the Series 2024 Bonds (viz., the sum of $_________), and to transfer such moneys to the 2024 Escrow Fund. Accordingly, the Escrow Trustee now holds $___________ in uninvested cash in the 2024 Escrow Fund. Section 3. Deposits to Escrow Funds Irrevocable. The deposits of the moneys and Governmental Obligations noted in Section 2 in the 2022 Escrow Fund and the 2024 Escrow Fund (collectively, the “Escrow Funds”) shall constitute an irrevocable deposit of said moneys and Governmental Obligations exclusively for the benefit of the owners of the Prior Bonds, and such moneys and Governmental Obligations shall be held in escrow and shall be applied solely to the Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 3 4922-9420-3315.2 payment of the principal of and interest on the Prior Bonds through and including their respective redemption dates. Subject to the requirements set forth herein for the use of the Escrow Funds and the moneys therein, the Issuer covenants and agrees that the Escrow Trustee shall have full and complete control and authority over and with respect to the Escrow Funds and the moneys and Governmental Obligations deposited therein. Section 4. Use of Moneys. (a) The Escrow Trustee shall apply the moneys and Governmental Obligations deposited in the 2022 Escrow Fund, together with any interest or income earned thereon, in accordance with the provisions hereof. The Escrow Trustee shall withdraw from the 2022 Escrow Fund immediately available funds for application to the payment of the principal of and interest on the Series 2022 Bonds in the amounts and at the times necessary in accordance with Schedule A-1 attached hereto. Schedule C attached hereto shows the availability and application of moneys in the 2022 Escrow Fund necessary to meet the requirements set forth in Schedule A-1. (b) The Escrow Trustee shall apply the moneys deposited in the 2024 Escrow Fund in accordance with the provisions hereof. The Escrow Trustee shall withdraw from the 2024 Escrow Fund immediately available funds for application to the payment of the principal of and interest on the Series 2024 Bonds in the amounts and at the times necessary in accordance with Schedule A-2 attached hereto. (c) The Escrow Trustee shall not sell, transfer, otherwise dispose of or cause to be redeemed prior to maturity, any Governmental Obligations in the 2022 Escrow Fund, except as authorized by Section 5 hereof. The Escrow Trustee shall make no further investment or reinvestment except as expressly authorized by Section 5. The liability of the Escrow Trustee for the payment of the amounts to be paid hereunder shall be limited to the moneys available for such purposes in the Escrow Funds. Subject to the provisions of Section 5 hereof, any amounts held as cash in the Escrow Funds shall be held in cash without any investment thereof, not as a deposit with any bank or other depository. The Escrow Trustee shall not have any duty with respect to calculating or verifying the mathematical sufficiency of the moneys in the Escrow Funds to be utilized to pay the principal of and interest on the Prior Bonds, as the same shall become due and payable. Section 5. Investment of 2022 Escrow Fund Moneys. (a) The Escrow Trustee may from time to time sell, cause the redemption of, or otherwise dispose of any Governmental Obligations in the 2022 Escrow Fund upon the substitution of other direct or fully guaranteed and noncallable obligations of the United States of America, provided: (1) The Escrow Trustee shall have previously obtained the opinion of an independent certified public accountant that the substitution will not adversely affect the availability of moneys in the 2022 Escrow Fund at times and in amounts sufficient to meet the required payments on the Series 2022 Bonds provided in Schedule A-1 attached hereto; and (2) The Escrow Trustee shall receive an unqualified opinion of recognized attorneys in the field of tax-exempt municipal bonds to the effect that such substitution is permitted pursuant to this Section 5 and, if such substitution had been reasonably expected on the date of issuance of the Series 2026 Bonds, such substitution would not have caused Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4 4922-9420-3315.2 any of the Series 2026 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations of the U.S. Treasury thereunder proposed or in effect at the time of such substitution and applicable to obligations issued on the date of issuance of the Series 2026 Bonds, so as to adversely affect the exemption from Federal income taxation of the interest on the Series 2022 Bonds or the Series 2026 Bonds; and (3) The Issuer shall have given the Escrow Trustee its written consent to the substitution. All substituted obligations shall become a part of the 2022 Escrow Fund and shall be “Governmental Obligations” for all purposes of this Agreement. Section 6. Arbitrage Covenant. Notwithstanding any other provision of this Agreement, the Issuer and the Escrow Trustee (to the extent within its control) hereby covenant that no part of the proceeds of the moneys in the Escrow Funds shall be used, at any time, directly or indirectly, in such a manner which, if such use had been reasonably anticipated on the date of issuance of the Series 2026 Bonds, would have caused any of the Series 2026 Bonds to be an “arbitrage bond” under Section 148 of the Code and the regulations of the U.S. Treasury thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Series 2026 Bonds. Section 7. Redemption and Defeasance. (a) The Issuer hereby calls the Series 2022 Bonds for redemption prior to maturity on November 1, 2026. The instructions to the Escrow Trustee to redeem the Series 2022 Bonds on November 1, 2026 are hereby declared to be irrevocable. A notice of redemption, in the form attached hereto as Exhibit 1, should be delivered to all registered owners of the Series 2022 Bonds not less than thirty (30) days prior to November 1, 2026. A notice of defeasance, in the form attached hereto as Exhibit 2, should be delivered to all registered owners of the Series 2022 Bonds as soon as possible. (b) The Issuer hereby calls the Series 2024 Bonds for redemption prior to maturity on September __, 2026. The instructions to the Escrow Trustee to redeem the Series 2024 Bonds on September __, 2026 are hereby declared to be irrevocable. A conditional notice of redemption, in the form attached hereto as Exhibit 3, has previously been delivered to all registered owners of the Series 2024 Bonds. Section 8. Remaining Moneys in Escrow Funds. Upon the retirement of the Prior Bonds, any amounts remaining in the Escrow Funds shall be deposited in the bond fund for the Series 2026 Bonds, free and clear of the trust created by the Prior Bonds Indenture and this Agreement. Section 9. Rights of Bondowners. (a) The escrow created hereby for the benefit of the Series 2022 Bonds shall be irrevocable and the owners of the Series 2022 Bonds shall have a beneficial interest and a first, prior and paramount lien and claim on all moneys in the 2022 Escrow Fund until paid out, used and applied in accordance with this Agreement. (a) The escrow created hereby for the benefit of the Series 2024 Bonds shall be irrevocable and the owners of the Series 2024 Bonds shall have a beneficial interest and a first, Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 5 4922-9420-3315.2 prior and paramount lien and claim on all moneys in the 2024 Escrow Fund until paid out, used and applied in accordance with this Agreement. Section 10. Fees of Escrow Trustee. (a) The Escrow Trustee acknowledges receipt of $_________ as total compensation for its services under this Agreement and as the Prior Bonds Trustee and paying agent under the Prior Bonds Indenture. The Escrow Trustee hereby acknowledges that it shall have no lien whatsoever upon any moneys in the Escrow Funds for payment of its fees and expenses. The Escrow Trustee agrees to remain in office until all of the Prior Bonds have been retired. (b) Except to the extent arising from its gross negligence or willful misconduct, the Escrow Trustee and its respective successors, assigns, agents and servants shall not be held to any liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Funds, the acceptance of the moneys deposited therein, or by reason of any act, omission or error of the Escrow Trustee made in good faith in the conduct of its duties. (c) The Escrow Trustee makes no representations or warranties as to whether the Escrow Funds are adequate or sufficient to defease or redeem the Prior Bonds, and shall not be responsible or liable for any inadequacy or insufficiency. (d) The Escrow Trustee shall be entitled to the immunities, powers, privileges and protections set forth in the Prior Bonds Indenture for the benefit of the Prior Bonds Trustee as if set forth herein in their entirety. Section 11. Enforcement. The Issuer and the owners of the Prior Bonds shall have the right to take all actions available under law or equity to enforce this Agreement or the terms hereof. Section 12. Successors Bound. All covenants, promises and agreements in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the Issuer, the Escrow Trustee and the owners of the Prior Bonds, whether so expressed or not. Section 13. Arkansas Law Governing. This Agreement shall be governed by the applicable laws of the State of Arkansas. Section 14. Termination. This Agreement shall terminate when all of the Prior Bonds have been paid as aforesaid and any remaining moneys have been transferred as provided in Section 8 hereof. Section 15. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Trustee to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. Section 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be one and the same instrument. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 6 4922-9420-3315.2 Section 17. No Recourse Against Issuer Officers, Members, Council Members or Employees. No recourse shall be had for the payment of the principal of, redemption premium or interest on any of the Prior Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Agreement contained against any past, present or future officer, Council member or employee of the Issuer or of 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 officers, Council members or employees, as such, is hereby expressly waived and released as a condition of and consideration for the execution of this Agreement. Section 18. Notices. Unless otherwise provided, any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the Issuer or the Escrow Trustee shall be in writing and shall be addressed as follows: To the Issuer: City of Fayetteville, Arkansas City Administrative Building 113 West Mountain Fayetteville, Arkansas 72701 Attention: Mayor To the Escrow Trustee: Simmons Bank 501 Main Street Pine Bluff, Arkansas 71601 Attention: Mr. Mark Conine Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4922-9420-3315.2 IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized officers as of the date first above written. CITY OF FAYETTEVILLE, ARKANSAS By: Mayor SIMMONS BANK, as Escrow Trustee By: Title: [SIGNATURE PAGE TO ESCROW DEPOSIT AGREEMENT] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E A-1 4922-9420-3315.2 SCHEDULE A-1 REQUIREMENTS TO PAY AND REDEEM THE SERIES 2022 BONDS Payment Date Principal Due Principal Redeemed Redemption Premium Interest Due Total Due 11-1-2026 $ $ $ -- $ $ SCHEDULE A-2 REQUIREMENTS TO PAY AND REDEEM THE SERIES 2024 BONDS Payment Date Principal Due Principal Redeemed Redemption Premium Interest Due Total Due 09-__-2026 $ -0- $ $ -- $ $ Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E B-1 4922-9420-3315.2 SCHEDULE B DESCRIPTION OF GOVERNMENTAL OBLIGATIONS IN 2022 ESCROW FUND Type Maturity Date Principal Amount Coupon Rate % ____________________________________________ * United States Treasury Obligations - State and Local Government Series Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-1 4922-9420-3315.2 SCHEDULE C SCHEDULE OF AVAILABILITY AND APPLICATION OF 2022 ESCROW FUND Period Ending Cash Balance at Beginning of Period Receipts from Governmental Obligations Debt Service Requirement to Retire Series 2022 and Series 2024 Bonds Cash Balance at End of Period $ $ - $ $ Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 1-1 4922-9420-3315.2 EXHIBIT 1 NOTICE OF REDEMPTION City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 NOTICE IS HEREBY GIVEN by Simmons Bank, Pine Bluff, Arkansas, the trustee (the “Trustee”) for the Sales and Use Tax Capital Improvement Bonds, Series 2022, of the City of Fayetteville, Arkansas (the “City”), dated June 22, 2022 (the “Bonds”), that all of the outstanding Bonds are hereby called for redemption and prepayment on November 1, 2026. The outstanding Bonds called for redemption mature, bear interest and have been assigned CUSIP numbers as follows: Maturity Date (November 1) Principal Amount Interest Rate CUSIP $ % 312673 ___ % 312673 ___ % 312673 ___ Each of the Bonds so called for redemption and prepayment shall be redeemed and prepaid at a redemption price of 100.0% of the principal amount thereof plus accrued interest to the date of redemption. The Bonds shall cease to bear interest as of November 1, 2026. The Bonds so called for redemption shall be payable at the corporate trust office of the Trustee and shall be presented as follows: By U.S. Mail By Overnight or Courier Delivery Simmons Bank Simmons Bank P.O. Box 7009 501 Main Street Pine Bluff, AR 71611 Pine Bluff, AR 71601 Attn: Mark Conine Attn: Mark Conine CUSIP numbers are included solely for the convenience of the holder of the Bonds. Neither the City nor the Trustee shall be responsible for the selection or use of any such CUSIP number nor is any representation made as to its correctness on the Bonds or as indicated in any redemption notice. Under the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2003 (the “Act”), the Trustee may be obligated to withhold that percentage of the redemption price designated in the Act for this current year from any Bondholder who has failed to furnish the Trustee with a valid taxpayer identification number or a certification that such Bondholder is not subject to backup withholding under the Act. Bondholders who wish to avoid the application of those provisions should submit a completed IRS Form W-9 when presenting their Bonds. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 1-2 4922-9420-3315.2 Dated this ____ day of __________, 2026. SIMMONS BANK, as Trustee Instructions: Mail by first class mail, postage prepaid to the registered owner of each Bond to be redeemed, addressed to such registered owner at the owner’s registered address, and placed in the mails no later than September 30, 2026. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 1-2 4922-9420-3315.2 EXHIBIT 2 NOTICE OF DEFEASANCE City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 [TO BE PROVIDED] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 2-1 4922-9420-3315.2 EXHIBIT 3 CONDITIONAL NOTICE OF REDEMPTION City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2024 NOTICE IS HEREBY GIVEN by Simmons Bank, Pine Bluff, Arkansas, the trustee (the “Trustee”) for the Sales and Use Tax Capital Improvement Bonds, Series 2024, of the City of Fayetteville, Arkansas (the “City”), dated October 15, 2024 (the “Bonds”), that all of the outstanding Bonds are hereby called for redemption and prepayment on September ___, 2026. Such redemption is conditioned upon the Trustee having received from or on behalf of the City and having on hand on September __, 2026, an amount sufficient to pay the redemption price of the Bonds. If such an amount is not so received and on hand, the redemption described herein will not occur, this notice shall be of no force or effect, and the holders of the Bonds shall be restored to their former positions as though no such notice of redemption had been delivered. The outstanding Bonds called for redemption mature, bear interest and have been assigned CUSIP numbers as follows: Maturity Date (November 1) Principal Amount Interest Rate CUSIP $ % 312673 ___ Each of the Bonds so called for redemption and prepayment shall be redeemed and prepaid at a redemption price of 100.0% of the principal amount thereof plus accrued interest to the date of redemption. The Bonds shall cease to bear interest as of September ___, 2026. The Bonds so called for redemption shall be payable at the corporate trust office of the Trustee and shall be presented as follows: By U.S. Mail By Overnight or Courier Delivery Simmons Bank Simmons Bank P.O. Box 7009 501 Main Street Pine Bluff, AR 71611 Pine Bluff, AR 71601 Attn: Mark Conine Attn: Mark Conine CUSIP numbers are included solely for the convenience of the holder of the Bonds. Neither the City nor the Trustee shall be responsible for the selection or use of any such CUSIP number nor is any representation made as to its correctness on the Bonds or as indicated in any redemption notice. Under the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2003 (the “Act”), the Trustee may be obligated to withhold that percentage of the redemption price designated in the Act for this current year from any Bondholder who has failed to furnish the Trustee with a valid taxpayer identification number or a certification that such Bondholder is not subject to backup withholding under the Act. Bondholders who wish to avoid the application of those provisions should submit a completed IRS Form W-9 when presenting their Bonds. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 2-2 4922-9420-3315.2 Dated this ____ day of __________, 2026. SIMMONS BANK, as Trustee Instructions: Mail by first class mail, postage prepaid to the registered owner of each Bond to be redeemed, addressed to such registered owner at the owner’s registered address, and placed in the mails no later than ___________, 2026. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E PRELIMINARY OFFICIAL STATEMENT DATED AUGUST ___, 2026 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 2026 Bonds (including any original issue discount properly allocable to the owner of a Series 2026 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. In Bond Counsel’s further opinion, under existing laws, regulations, rulings and judicial decisions, the Series 2026 Bonds and the interest thereon are exempt from all state, county and municipal taxes in the State of Arkansas. See the caption “TAX MATTERS” herein. $171,500,000** CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS SERIES 2026 Dated: Date of Delivery Due: November 1, as shown on inside front cover The Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026 (the “Series 2026 Bonds”), are being issued by the City of Fayetteville, Arkansas (the “City”) for the purpose of (i) redeeming certain outstanding indebtedness of the City, (ii) financing a portion of the costs of various capital improvements in the City, and (iii) paying certain expenses in connection with the issuance of the Series 2026 Bonds. See the captions “ESTIMATED SOURCES AND USES OF FUNDS,” “REFUNDING PROGRAM” and “THE PROJECTS” herein. The Series 2026 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 2026 Bonds will be made so long as Cede & Co. is the registered owner of the Series 2026 Bonds. Individual purchases of the Series 2026 Bonds will be made only in book-entry form, in denominations of $5,000 or integral multiples thereof. Individual purchasers (“Beneficial Owners”) of Series 2026 Bonds will not receive physical delivery of bond certificates. See the caption “BOOK-ENTRY ONLY SYSTEM” herein. The Series 2026 Bonds shall bear interest from the date of their delivery, payable on May 1 and November 1 of each year, commencing May 1, 2027. All such interest payments shall be payable to the persons in whose name such Series 2026 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 2026 Bonds shall be payable at the principal corporate trust office of the Trustee. So long as DTC or its nominee is the registered owner of the Series 2026 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 _________ 1, 2026 (the “Indenture”), between the City and the Trustee, the payment of the principal of, premium, if any, and interest on the Series 2026 Bonds are equally and ratably secured by a pledge of the receipts from a one percent (1.00%) city-wide sales and use tax (the “Sales and Use Tax”). See the caption “SECURITY FOR THE BONDS” herein. The Series 2026 Bonds are subject to optional and mandatory redemption prior to maturity as more fully described herein under the caption “THE SERIES 2026 BONDS - Redemption.” The Series 2026 Bonds are special obligations of the City secured by and payable solely from receipts of the Sales and Use Tax. The Series 2026 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 2026 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 2026 Bonds, except as described herein with respect to the Sales and Use Tax. The Series 2026 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 2026 Bonds will be available for delivery in New York, New York, on or about September __, 2026. The date of this Official Statement is __________, 2026. * 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 i t 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 is d e 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 o l 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 wh i c h s u 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 . Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E MATURITY SCHEDULE* Maturity (November 1) Principal Amount Interest Rate Yield CUSIP** 2027 $4,565,000 % % 2028 5,790,000 2029 6,075,000 2030 6,380,000 2031 6,705,000 2032 7,040,000 2033 7,395,000 2034 7,765,000 2035 8,070,000 2036 8,395,000 5 $47,045,000 ___% Terms Bonds due November 1, 2041 – Yield ____% CUSIP: __________** $56,275,000 ___% Terms Bonds due November 1, 2046 – 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 2026 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 2026 Bonds and by the Underwriter on the Series 2026 Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2026 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 2026 Bonds . Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E CITY OF FAYETTEVILLE, ARKANSAS Issuer City Council Molly Rawn, Mayor Scott Berna Sarah Bunch D’Andre Jones Monique Jones Sarah Moore Robert Stafford Teresa Turk Mike Wiederkehr Steven Dotson, Chief Financial Officer 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 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 contained 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 buy, nor shall there be any sale of any Series 2026 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 2026 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 TRANSACTION, 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 2026 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 2026 Bonds ........................................................................................................................................... 2 Security for the Bonds ............................................................................................................................................ 5 Book-Entry Only System ....................................................................................................................................... 5 Refunding Program ................................................................................................................................................ 7 The Projects ............................................................................................................................................................ 8 Historical Sales and Use Tax Collections .............................................................................................................. 9 Estimated Sources and Uses of Funds .................................................................................................................... 10 Estimated Debt Service Requirements ................................................................................................................... 11 Estimated Debt Service Coverage .......................................................................................................................... 12 Projected Mandatory Redemptions ........................................................................................................................ 13 The City .................................................................................................................................................................. 14 The Sales and Use Tax ............................................................................................................................................. 16 Summary of the Indenture ...................................................................................................................................... 17 Summary of the Continuing Disclosure Agreement .............................................................................................. 22 Underwriting ........................................................................................................................................................... 25 Tax Matters ............................................................................................................................................................. 25 Rating ...................................................................................................................................................................... 29 Legal Matters .......................................................................................................................................................... 30 Miscellaneous ......................................................................................................................................................... 30 Accuracy and Completeness of Official Statement ................................................................................................ 30 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E OFFICIAL STATEMENT $171,500,000* CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS SERIES 2026 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 and Refunding Bonds, Series 2026, in the principal amount of $171,500,000* (the “Series 2026 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 §§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 2026 Bonds are to be issued by the City pursuant to Amendment 62, the Act and Ordinance No. ____, adopted and approved on _________, 2026 (the “Authorizing Ordinance”). The Series 2026 Bonds are being issued for the purpose of (i) defeasing and redeeming certain outstanding indebtedness of the City secured by sales and use taxes, (ii) financing all or a portion of the costs of certain water and wastewater system rehabilitation and improvements, parks system and related improvements, an animal services facility and related improvements, trail system and related improvements, streets and transportation-related improvements, a recycling drop-off facility and a household hazardous waste facility and related improvements, an aquatics/recreation center and related improvements, and a fire training facility and fire station construction and related improvements and the acquisition of firefighting vehicles, equipment and apparatus, and (iii) paying certain expenses in connection with the issuance of the Series 2026 Bonds. See the captions “ESTIMATED SOURCES AND USES OF FUNDS,” “REFUNDING PROGRAM” and “THE PROJECTS” herein. The Series 2026 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”). The Series 2026 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 SERIES 2026 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 2026 Bonds, and the Series 2026 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 2026 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 2026 Bonds, except as described herein with respect to the Sales and Use Tax. The Series 2026 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 2026 Bonds. The Series 2026 Bonds are subject to redemption from Surplus Tax Receipts. “THE SERIES 2026 BONDS – Redemption” and “PROJECTED MANDATORY REDEMPTIONS” herein. _________________________________ * Preliminary; subject to change. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 2 Pursuant to the provisions of a Continuing Disclosure Agreement dated as of the date of delivery of the Series 2026 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. This Official Statement contains brief descriptions or summaries of, among other matters, the City, the Series 2026 Bonds, the Sales and Use Tax, the Continuing Disclosure Agreement, and the Trust Indenture dated as of __________ 1, 2026, by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the “Trustee”), pursuant to which the Series 2026 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 Continuing Disclosure Agreement are qualified in their entirety by reference to each such document, and all references to the Series 2026 Bonds are qualified in their entirety by reference to the definitive form thereof and the information with respect thereto included in the Indenture. Copies of the Continuing Disclosure Agreement, the Indenture, and the form of the Series 2026 Bonds included therein, are available from the City by writing to the attention of the Chief Financial Officer, City of Fayetteville, City Administration 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 2026 BONDS Description. The Series 2026 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, 2027, at the rates set forth on the inside cover page hereof. The Series 2026 Bonds will mature on November 1 in the years and in the principal amounts set forth on the inside cover page hereof. The Series 2026 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 2026 Bonds will be made so long as Cede & Co. is the registered owner of the Series 2026 Bonds. Individual purchases of the Series 2026 Bonds will be made only in book-entry form, in denominations of $5,000 or integral multiples thereof. Individual purchasers (“Beneficial Owners”) of Series 2026 Bonds will not receive physical delivery of bond certificates. See the caption “BOOK-ENTRY ONLY SYSTEM” herein. All interest payments on the Series 2026 Bonds shall be payable to the persons in whose name such Series 2026 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 2026 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 2026 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 2026 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 2026 Bonds are subject to redemption prior to maturity as follows: (i) The Series 2026 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 Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project or the Fire Department Project. (ii) The Series 2026 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 3 accrued interest to the date of redemption, from Surplus Tax Receipts. “Surplus Tax Receipts” are Tax Receipts in excess of the amount necessary (a) to ensure the prompt payment of scheduled debt service on the Series 2026 Bonds and Additional Bonds, (b) pay any arbitrage rebate due under Section 148(f) of the Internal Revenue Code of 1986, as amended, with respect to the Series 2026 Bonds or any Additional Bonds, and (c) pay Trustee and Paying Agent fees and expenses. While any of the Series 2026 Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2026 Bonds. See the caption “PROJECTED MANDATORY REDEMPTIONS” herein. (iii) The Series 2026 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, 2031, 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. (iv) The Series 2026 Bonds maturing on November 1, 2041 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* 2037 $ 8,730,000 2038 $ 9,055,000 2039 $ 9,390,000 2040 $ 9,750,000 2041 (maturity) $10,120,000 (v) The Series 2026 Bonds maturing on November 1, 2046 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* 2042 $10,495,000 2043 $10,860,000 2044 $11,245,000 2045 $11,630,000 2046 (maturity) $12,045,000 _________________________________ * 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 2026 Bonds maturing November 1, 2041 or 2046 (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. In the case of any defeasance of the Series 2026 Bonds, the dates of redemption, the principal amounts and the maturities of the Series 2026 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 2026 Bond. If less than all of the Series 2026 Bonds of a maturity with a series are called for redemption, the particular Series 2026 Bonds or portions of Series 2026 Bonds to be redeemed Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4 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 2026 Bonds, the procedures established by DTC shall control with respect to the selection of the particular Series 2026 Bonds to be redeemed. Notice of Redemption. Notice of the call for any redemption, identifying the Series 2026 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 2026 Bonds, by any other means acceptable to DTC, including facsimile) to the registered owner of each such Series 2026 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 the validity of any proceeding for the redemption of any Series 2026 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. Additional Bonds. The City may issue from time to time one or more series of Additional Bonds for the purpose of refunding the Series 2026 Bonds or any series of Additional Bonds, in whole or in part. Additional Bonds shall be secured equally and ratably with the Series 2026 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 Chief Financial Officer 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 then Outstanding Bonds and Subordinate Obligations, plus the Additional Bonds then proposed 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 Chief Financial Officer of the City certifying that, based upon the most 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 2026 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 2026 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 2026 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 2026 Bonds shall be without charge to the Holders of such Series 2026 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 2026 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 2026 Bond during the period from and including a Record Date to the next succeeding interest payment date of such Series 2026 Bond nor to transfer or Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 5 exchange any Series 2026 Bond after the mailing of notice calling such Series 2026 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 2026 Bonds, transfers of beneficial interests in the Series 2026 Bonds shall be in accordance with the rules and procedures of DTC and its direct and indirect participants. See the caption “BOOK-ENTRY ONLY SYSTEM” herein. SECURITY FOR THE BONDS General. The Series 2026 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. 6920, duly adopted by the City Council of the City on October 21, 2025 (the “Election Ordinance”). Pursuant to the Election Ordinance, a special election was held on March 3, 2026, at which time the qualified electors of the City approved the issuance of refunding bonds in principal amount not to exceed $40,000,000 and capital improvement bonds in aggregate principal amount not to exceed $335,500,000 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 2026 Bonds pursuant to Ordinance No. ____, duly adopted by the City Council of the City on __________, 2026 (the “Authorizing Ordinance”). Pursuant to the terms of the Election Ordinance, the collection of the Sales and Use Tax will commence on [October 1, 2026/January 1, 2027], simultaneously with the termination of an existing one percent (1.00%) special city-wide sales and use tax (the “Existing Tax”). The Existing Tax was pledged to the payment of the Prior Bonds which are being defeased and redeemed with a portion of the proceeds of the Series 2026 Bonds. See the captions “THE SALES AND USE TAX” and “HISTORICAL SALES AND USE TAX COLLECTIONS” herein. The Series 2026 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 2026 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 2026 Bonds, except as described herein with respect to the Sales and Use Tax. BOOK-ENTRY ONLY SYSTEM The Series 2026 Bonds will be issued only as one fully registered Series 2026 Bond for each maturity in each series, 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 2026 Bonds. The fully registered Series 2026 Bonds will be retained and immobilized in the custody of DTC. DTC (or any successor securities depository) or its nominee will be considered by the City and the Trustee to be the owner or holder of the Series 2026 Bonds for all purposes under the Indenture. Owners of any book entry interests in the Series 2026 Bonds (the “book entry interest owners”) described below, will not receive or have the right to receive physical delivery of the Series 2026 Bonds, and will not be considered by the City and the Trustee to be, and will not have any rights as, owners or holders of the Series 2026 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 DTC. 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 asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments (from over 100 countries) 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, Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 6 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 which are registered 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 corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). 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 and www.dtc.org. Purchases of Series 2026 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2026 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2026 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 Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2026 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2026 Bonds, except in the event that use of the Book-Entry System for the Series 2026 Bonds is discontinued. To facilitate subsequent transfers, all Series 2026 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 2026 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 2026 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2026 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 2026 Bonds within a maturity of a series are to be redeemed, DTC’s practice is to determine by lot the amount of the interest 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 2026 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 2026 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 2026 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized 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 DIRECT PARTICIPANTS OR Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 7 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 the Series 2026 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 2026 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 2026 Bonds made to DTC or its nominee as the registered owner of the Series 2026 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. DTC may discontinue providing its services as securities depository with respect to the Series 2026 Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the 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. REFUNDING PROGRAM A portion of the proceeds of the Series 2026 Bonds will be used, along with other available moneys, to accomplish a current refunding of (i) the remaining $28,470,000 outstanding principal amount of the City’s Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”), and (ii) the remaining $15,000,000 outstanding principal amount of the City’s Sales and Use Tax Capital Improvement Bonds, Series 2024 (the “Series 2024 Bonds,” and collectively with the Series 2022 Bonds, the “Prior Bonds”). The Prior Bonds were secured by receipts of the Existing Tax and were issued to finance various capital improvements within the City, including (i) right-of-way acquisition and the design, construction, reconstruction, repair, resurfacing, straightening and width modification of certain streets and related improvements, (ii) the acquisition, design, construction and equipping of certain City regional park and other parks system improvements, (iii) trail system improvements, (iv) the design, construction, reconstruction, repair, retrofitting, extension, enlargement and equipping of certain drainage facilities, (v) the renovation and refurbishing of certain City buildings and grounds, (vi) the acquisition, design, construction and equipping of certain Cultural Arts Corridor improvements, and (vii) fire station design and construction. Upon the delivery of the Series 2026 Bonds, a portion of the proceeds thereof will be deposited with Simmons Bank, Pine Bluff, Arkansas, as escrow trustee (the “Escrow Trustee”), under an irrevocable Escrow Deposit Agreement (the “Escrow Agreement”), between the City and the Escrow Trustee. A portion of the proceeds derived from the Series 2026 Bonds and moneys transferred from the bond fund relating to the Series 2022 Bonds will be invested in United States Treasury obligations or held as uninvested cash by the Escrow Trustee under the Escrow Agreement in trust for the holders of the Series 2022 Bonds, and will be sufficient to pay the principal, premium, and interest due on the Series 2022 Bonds when redeemed on November 1, 2026. A portion of the proceeds derived from the Series 2026 Bonds and moneys transferred from the bond fund relating to the Series 2024 Bonds will be held as uninvested cash by the Escrow Trustee under the Escrow Agreement in trust for the holders of the Series 2024 Bonds, and will be sufficient to pay the principal, premium, and interest due on the Series 2024 Bonds when redeemed on September __, 2026. Amounts and United States Treasury obligations held by the Escrow Trustee will be irrevocably pledged for the benefit of the holders of the Prior Bonds. After such deposit, the Prior Bonds will no longer be deemed to be outstanding and will be secured solely by the United States Treasury Obligations and cash held by the Escrow Trustee. See the caption “ESTIMATED SOURCES AND USES OF FUNDS” herein. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 8 THE PROJECTS Water/Wastewater System Project. Approximately $__________* of the proceeds of the Series 2026 Bonds will be deposited into the Water/Wastewater System Project Account of the Project Fund to finance all or a portion of the costs of various repairs to and the rehabilitation of the City’s water system and all or a portion of the costs of upgrades to and the rehabilitation of the City’s Noland Wastewater Treatment Plant (the “Water/Wastewater System Project”). Parks System Project. Approximately $__________* of the proceeds of the Series 2026 Bonds will be deposited into the Parks System Project Account of the Project Fund to finance all or a portion of the costs of the design, construction and equipping of various City parks system improvements, which may include land acquisition, the addition and/or renovation of athletic fields, concession facilities, restrooms and playgrounds, which may include other ancillary improvements such as street and utility extensions and improvements, fencing, lighting, shade structures, landscaping and parking (the “Parks System Project”). Animal Services Facility Project. Approximately $__________* of the proceeds of the Series 2026 Bonds will be deposited into the Animal Services Facility Project Account of the Project Fund to finance all or a portion of the costs of the design, construction and equipping of an animal services facility, which may include land acquisition and other ancillary improvements such as community meeting rooms, recycling facilities, street and utility extensions and improvements, landscaping and parking (the “Animal Services Facility Project”). Trails System Project. Approximately $_________* of the proceeds of the Series 2026 Bonds will be deposited into the Trails System Project Account of the Project Fund to finance all or a portion of the costs of design, construction, reconstruction, extension, resurfacing and equipping of certain City trail system improvements, which may include related pedestrian signal, lighting, landscaping, drainage and safety improvements, right-of-way acquisition and utility extension and relocation (the “Trails System Project”). Transportation System Project. Approximately $_________* of the proceeds of the Series 2026 Bonds will be deposited into the Transportation System Project Account of the Project Fund to finance all or a portion of the costs of right-of-way acquisition, planning, design, construction, reconstruction, repair, resurfacing, straightening and width modification of certain City streets, which may include related program management services, utility extension and relocation, bridges, bicycle lanes, traffic signal and control, lighting, curbing, guttering, landscaping, drainage and safety improvements and curbside pedestrian infrastructure such as sidewalks, bus pickup structures and concrete waiting pads (the “Transportation System Project”). Sustainability Project. Approximately $_________* of the proceeds of the Series 2026 Bonds will be deposited into the Sustainability Project Account of the Project Fund to finance all or a portion of the costs of land acquisition, design, construction and equipping of a Recycling Drop-Off Facility and a Household Hazardous Waste Facility, which may include other ancillary improvements such as street and utility extensions and improvements, landscaping and parking (the “Sustainability Project”). Aquatics/Recreation Center Project. Approximately $__________* of the proceeds of the Series 2026 Bonds will be deposited into the Aquatics/Recreation Center Project Account of the Project Fund to finance all or a portion of the costs of land acquisition, design, construction and equipping of an Aquatics/Recreation Center, which may include aquatic features such as indoor and/or outdoor pools and other auxiliary water features, recreational and sports facilities, multi-purpose rooms and offices, and which may also include other ancillary improvements such as street and utility extensions and improvements, landscaping and parking (the “Aquatics/Recreation Center Project”). Fire Department Project. Approximately $__________* of the proceeds of the Series 2026 Bonds will be deposited into the Fire Department Project Account of the Project Fund to finance all or a portion of the costs of the design, construction and equipping of a Fire Training Facility to be located on City-owned land at 2515 E. Borick Drive, land acquisition, design, construction and equipping of a Northwest Fire Station to be located in the northwestern quadrant of the City, and acquisition of firefighting vehicles, equipment and apparatus, and which may include other ancillary improvements such as street and utility extensions and improvements, landscaping and parking (the “Fire Department Project”). ___________________________ * Preliminary; subject to change. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 9 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 will commence on [October 1, 2026/January 1, 2027]. At such time, an existing one percent (1.00%) special city-wide sales and use tax (the “Existing Tax”) which was pledged to the payment of the Prior Bonds will simultaneously terminate. Prior to the levy of the Existing Tax, a three-quarters of one percent (0.75%) special city- wide sales and use tax and a one-quarter of one percent (0.25%) special city-wide sales and use tax (collectively, the “Prior Tax”) were pledged to the payment of prior sales and use tax bonds. The Prior Tax was simultaneously terminated with the levy of the Existing Tax. Set forth below is a table showing historical receipts of the Prior Tax and the Existing Tax. Collections of the Existing Tax received by the City in the most recent twelve-month period (_________ 1, 2025 through __________, 2026) were $_________, a ____% [increase][decrease] over the amount of collections from the Existing Tax received by the City during the previous twelve-month period (__________ 1, 2024 to ____________, 2025). Year(1) Historical Collections of 0.25% Prior Tax Historical Collections of 0.75% Prior Tax Historical Collections of Existing 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% 2024(3) n/a n/a 32,365,993 32,365,993 1.81% 2025(3) n/a n/a 33,757,720 33,757,720 4.30% (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 Prior Tax for the nine months ended September 30, 2019 and the Existing 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] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 10 ESTIMATED SOURCES AND USES OF FUNDS The proceeds of the Series 2026 Bonds are expected to be used as follows: Sources of Funds(1) Par Amount of Series 2026 Bonds $171,500,000 Net Original Issue Premium (Discount) Total Sources: $ Uses of Funds(1) Deposit to Escrow Fund for the Prior Bonds $__________ Deposit to Water/Wastewater System Project Account of Project Fund Deposit to Parks System Project Account of Project Fund Deposit to Animal Services Facility Project Account of Project Fund Deposit to Trail System Project Account of Project Fund Deposit to Transportation System Project Account of Project Fund Deposit to Sustainability Project Account of Project Fund Deposit to Aquatics/Recreation Center Project Account of Project Fund Deposit to Fire Department Project Account of Project Fund Costs of Issuance, including Underwriter’s Discount Contingency Total Uses: $ __________________________________ (1) Preliminary; subject to change. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 11 ESTIMATED DEBT SERVICE REQUIREMENTS As of the date of closing, the Series 2026 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 2026 Bonds during each year: Year Series 2026 Principal(1) Series 2026 Interest(2) Total Debt Service(2) 2027 $ 4,565,000.00 $ 7,897,253.18 $ 12,462,253.18 2028 5,790,000.00 6,672,262.50 12,462,262.50 2029 6,075,000.00 6,382,762.50 12,457,762.50 2030 6,380,000.00 6,079,012.50 12,459,012.50 2031 6,705,000.00 5,760,012.50 12,465,012.50 2032 7,040,000.00 5,424,762.50 12,464,762.50 2033 7,395,000.00 5,072,762.50 12,467,762.50 2034 7,765,000.00 4,703,012.50 12,468,012.50 2035 8,070,000.00 4,392,412.50 12,462,412.50 2036 8,395,000.00 4,069,612.50 12,464,612.50 2037 8,730,000.00 3,733,812.50 12,463,812.50 2038 9,055,000.00 3,406,437.50 12,461,437.50 2039 9,390,000.00 3,066,875.00 12,456,875.00 2040 9,750,000.00 2,714,750.00 12,464,750.00 2041 10,120,000.00 2,349,125.00 12,469,125.00 2042 10,495,000.00 1,969,625.00 12,464,625.00 2043 10,860,000.00 1,602,300.00 12,462,300.00 2044 11,245,000.00 1,222,200.00 12,467,200.00 2045 11,630,000.00 828,625.00 12,458,625.00 2046 12,045,000.00 421,575.00 12,466,575.00 Totals: $171,500,000.00 $77,769,190.68 $249,269,190.68 __________________________________ (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 2026 Bonds of 3.770% per annum. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 12 ESTIMATED DEBT SERVICE COVERAGE Set forth below is a table showing estimated debt service coverage with respect to the Series 2026 Bonds. Collections of the Existing Tax received during the twelve-month period ended _____________, 2026 were utilized for the purpose of making the coverage calculations. See the caption “HISTORICAL SALES AND USE TAX COLLECTIONS” herein. Historical Tax Receipts of Existing Tax(1) $_________ Maximum Annual Debt Service (2) $12,469,125.00 Maximum Annual Debt Service Coverage ____X _____________________________________________ (1) Actual collections of the Existing Tax received during the last twelve-month period ending __________, 2026. See the caption “HISTORICAL SALES AND USE TAX COLLECTIONS” herein. (2) Preliminary; subject to change, and representing debt service on the Series 2026 Bonds in 2041. See the caption “ESTIMATED DEBT SERVICE REQUIREMENTS” herein. THE COVERAGE NUMBERS SET FORTH ABOVE ARE BASED ON HISTORICAL RECEIPTS OF THE EXISTING 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 2026 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] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 13 PROJECTED MANDATORY REDEMPTIONS The table under the caption “ESTIMATED DEBT SERVICE REQUIREMENTS” does not reflect possible mandatory redemptions of the Series 2026 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 2026 Bonds and any series of Additional 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 2026 Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2026 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 2026 Principal Due Series 2026 Bonds Redeemed Prior to Maturity(2)(3) Total Series 2026 Principal Retired 5-1-27 $ -- $13,155,000 $13,155,000 11-1-27 4,565,000 11,540,000 16,105,000 5-1-28 -- 11,245,000 11,245,000 11-1-28 5,790,000 11,445,000 17,235,000 5-1-29 -- 6,735,000 6,735,000 11-1-29 6,075,000 6,855,000 12,930,000 5-1-30 -- 6,980,000 6,980,000 11-1-30 6,380,000 7,110,000 13,490,000 5-1-31 -- 6,240,000 6,240,000 11-1-31 6,705,000 6,360,000 13,065,000 5-1-32 -- 6,480,000 6,480,000 11-1-32 7,040,000 6,600,000 13,640,000 5-1-33 -- 6,375,000 6,375,000 11-1-33 7,395,000 6,505,000 13,900,000 5-1-34 -- 6,630,000 6,630,000 11-1-34 7,295,000 -- 7,295,000 Totals: $51,245,000 $120,255,000 $171,500,000 (1) Series 2026 Bonds are subject to mandatory redemption from Surplus Tax Receipts on each May 1 and November 1. See the caption “THE SERIES 2026 BONDS — Redemption” herein. (2) Assuming annual receipts of the Sales and Use Tax of $___________. (3) Projected mandatory redemptions related to Series 2026 Bonds maturing November 1, 2034 through November 1, 2046. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 14 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 general 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 Molly Rawn Mayor 12/31/28 Kit Williams City Attorney 12/31/26 Kara Paxton City Clerk 12/31/28 Scott Berna Council Member 12/31/26 Sarah Bunch Council Member 12/31/28 D’Andre Jones Council Member 12/31/28 Monique Jones Council Member 12/31/28 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 12/31/28 Financial Reporting. The City’s Comprehensive Annual Financial Report for the fiscal year ended December 31, 2025 can be accessed at: _________________________________. 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] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 15 Economic Data. Per capita personal income figures for the MSA and the State of Arkansas are as follows: Year MSA State of Arkansas 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 2024 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 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 2024 2,264,413,457 357,348,248 2,621,761,705 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: 2022 2023 2024 2025 2026(2) Residential Building Permits 941 762 988 744 494 Commercial Building Permits 43 46 132 120 74 Value of All Building Permits $507,011,277 $340,719,235 $629,811,771_ __________ $586,116,083_ _______ $497,737,516 (1) Does not include building activity of the University of Arkansas, school permits and additions/alterations to existing structures. (2) Through June 12, 2026. Source: City of Fayetteville. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 16 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 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 2.8 3.5 2025 3.4 4.1 2026* 2.7 4.3 * April, 2026 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 2025 of approximately 32,163. On the Fayetteville campus, the University employs approximately 7,300 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 3,534 Fayetteville School District Public schools 1,660 Veteran’s Admin. Medical Health care 1,515 City of Fayetteville City government 920 Washington County County government 838 Tyson Mexican Original Manufacturer 735 Wal-Mart Store #359 Retail 498 Wal-Mart Store #144 Retail 482 Wal-Mart #9149 (optical lab) Manufacturer 328 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 2026 Bonds. Pursuant to the terms of the Election Ordinance, the collection of the Sales and Use Tax will commence on and as of the date as provided in the Act. Such commencement of the levy of the Sales and Use Tax will occur simultaneously with the termination of the levy of the Existing Tax pledged to the payment of the Prior Bonds, which are being redeemed with a portion of the proceeds of the Series 2026 Bonds. 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 17 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 2026 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 Water/Wastewater Systems Project Account, Parks System Project Account, Animal Services Facility Project Account, Trail System Project Account, Transportation System Project Account, Sustainability Project Account, Aquatics/Recreation Center Project Account and Fire Department 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 18 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 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, on 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, the 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 States, 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 2026 Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2026 Bonds. See the captions “THE SERIES 2026 BONDS – Redemption” and “PROJECTED MANDATORY REDEMPTIONS” herein. (e) Project Fund. Portions of the proceeds of the Series 2026 Bonds shall be deposited in the Water/Wastewater Systems Project Account, Parks System Project Account, Animal Services Facility Project Account, Trail System Project Account, Transportation System Project Account, Sustainability Project Account, Aquatics/Recreation Center Project Account and Fire Department 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 2026 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 relating to such series of Bonds (save and except moneys needed to satisfy unpaid Project Costs) to the Redemption Fund for application to the retirement of the corresponding series of Bonds by redemption or purchase. See the caption “THE SERIES 2026 BONDS – Redemption” herein. (f) Cost of Issuance Fund. A portion of the proceeds of the Series 2026 Bonds shall be deposited to the credit of the Cost of Issuance Fund. 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 with respect to the Series 2026 Bonds (and in any event not later than __________ 1, 2026), 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 19 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 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 the 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 2026 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 2026 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 2026 Bonds remain Outstanding, it will comply with the provisions of the applicable Tax Regulatory 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 proper 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 Trustee 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 maturity 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 20 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 corrected within the 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 are 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 Holders 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 Default 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 21 Holders or to enforce any right under the Indenture except in the manner therein provided, and that all proceedings at law or in 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 of 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 contained 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 each 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 22 less than 2/3 in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such 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 to 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 2026 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. [DISCLOSURE TO BE PROVIDED] 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 entity 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. (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 2026 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 2026 Bonds pursuant to the Indenture. The City is required to Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 23 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 2026 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 2026 Bonds, and upon being indemnified to its satisfaction, shall) or the Beneficial Owner of any Series 2026 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 Agreement 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 2026 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 impair the interests of the Beneficial Owners of the Series 2026 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 2026 Bonds holding a majority of the aggregate principal amount of the Series 2026 Bonds (excluding Series 2026 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 2026 Bonds (including persons holding Series 2026 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2026 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. “Disclosure Representative” means the City’s Chief Financial Officer, 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 designation. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 24 “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 following events with respect to the Series 2026 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 securities, 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. “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 2026 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 25 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. “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 2026 Bonds are being purchased at a purchase price of $_____________ (representing the stated principal amount of the Series 2026 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 2026 Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Series 2026 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 2026 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 2026 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 2026 Bonds to the public, and may offer the Series 2026 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 2026 Bonds, including certain liabilities under federal securities laws. 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 2026 Bonds (including any original issue discount properly allocable to the owner of a Series 2026 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 the City with covenants designed to satisfy the requirements of the Code that must be met subsequent to the issuance of the Series 2026 Bonds. Failure to comply with such requirements could cause interest on the Series 2026 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2026 Bonds. The City has covenanted to comply with such requirements. Interest on the Series 2026 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 2026 Bonds. The accrual or receipt of interest on the Series 2026 Bonds may otherwise affect the federal income tax liability of the owners of the Series 2026 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 expressed no opinion regarding any such consequences. Purchasers of the Series 2026 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 26 indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or owning the Series 2026 Bonds. Backup Withholding. An owner of a Series 2026 Bond may be subject to backup withholding at the applicable rate determined by statute with respect to interest paid with respect to the Series 2026 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 subject 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 2026 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 2026 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 2026 Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2026 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 2026 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 2026 BONDS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS PRIOR TO ANY PURCHASE OF THE SERIES 2026 BONDS AS TO THE IMPACT OF THE CODE UPON THEIR ACQUISITION, HOLDING OR DISPOSITION OF THE SERIES 2026 BONDS. State Taxes Bond Counsel is of the opinion that, under existing law, the interest on the Series 2026 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. RATING S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC (“S&P”), has assigned a rating of “AA-” (stable outlook) to the Series 2026 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 2026 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 withdrawal. Any downward change in or withdrawal of a rating may have an adverse effect on the market price and marketability of the Series 2026 Bonds. No application has been made to any Rating Agency other than S&P for a rating on the Series 2026 Bonds. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 27 LEGAL MATTERS Legal Opinions. Legal matters incident to the authorization and issuance of the Series 2026 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 2026 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 2026 Bonds or questioning or affecting the legality of the Series 2026 Bonds or the proceedings and authority under which the Series 2026 Bonds are to be issued, or questioning the right of the City to issue the Series 2026 Bonds. There is no action, suit or proceeding known to be pending or threatened, 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 2026 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 2026 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 material 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. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 28 The execution and delivery of this Official Statement has been duly authorized by the City of Fayetteville, Arkansas. CITY OF FAYETTEVILLE, ARKANSAS By: Mayor Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E [THIS PAGE INTENTIONALLY BLANK] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E APPENDIX A Proposed Form of Bond Counsel Opinion Upon delivery of the Series 2026 Bonds in definitive form, Kutak Rock LLP, Little Rock, Arkansas, proposes to deliver its approving opinion in substantially the following form: _____________, 2026 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Fayetteville, Arkansas $171,500,000* City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds Series 2026 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 $171,500,000* Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026 (the “Series 2026 Bonds”). The Series 2026 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 §§14-164-301 et seq. (as from time to time amended, the “Local Government Bonds Act”), pursuant to Ordinance No. ____ of the City, duly adopted and approved on _________, 2026 (the “Authorizing Ordinance”), and pursuant to a Trust Indenture dated as of _________ 1, 2026 (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 2026 Bonds, the rights, duties and obligations of the City, the Trustee and the Holders of the Series 2026 Bonds, and the terms upon which the Series 2026 Bonds are issued and secured. At a special election held March 3, 2026, called in accordance with the Local Government Bond Act pursuant to Ordinance No. 6920 of the City, adopted on October 21, 2025 (the “Election Ordinance”), the issuance of the Series 2026 Bonds was approved by a majority of the qualified electors of the City voting on each of the nine 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 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 2026 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 2026 Bonds are payable from and equally and ratably secured by a valid lien on and pledge of the Trust Estate (as defined in the Indenture), including receipts of the 1.00% Sales and Use Tax (as defined in the Indenture), in the manner and to the extent provided in the Indenture. 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 2026 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 2026 Bonds. As provided in the Local Government Bond Act, levy and collection of the Sales and Use Tax will commence on and as of the date of expiration of the Prior Tax (as defined in the Election Ordinance). 6. Interest on the Series 2026 Bonds (including any original issue discount properly allocable to the owner of a Series 2026 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 2026 Bonds. Failure to comply with such requirements could cause interest on the Series 2026 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2026 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 2026 Bonds. 7. The interest on the Series 2026 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. 8. The Series 2026 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 2026 Bonds. It is to be understood that the rights of the registered owners of the Series 2026 Bonds and the enforceability of the Series 2026 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, Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 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 Sections 14-164-301 et seq., as from time to time amended. “Additional Bonds” means Bonds in addition to the Series 2026 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 receipts. “Aquatics/Recreation Center Project” means the design, construction and equipping of a City aquatics/recreation center, including land acquisition and ancillary improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $61,900,000. “Animal Services Facility Project” means the design, construction and equipping of a City animal services facility, including land acquisition and ancillary improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $18,100,000. “Authorized Representative” means either the Mayor or the Chief Financial Officer 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 ___________, 2026, which authorized the issuance of the Series 2026 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 by 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 2026 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 under 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E B-2 “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 Chief Financial Officer. “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 enhancement 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 Indenture. “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. 6920, adopted by the City Council on October 21, 2025, pursuant to which there was submitted to the qualified electors of the City the nine questions relating to the issuance of the Bonds. “Event of Default” means any event of default specified in Section 801 of the Indenture. “Existing Tax” means the one percent (1.00%) city-wide sales and use tax authorized by the Act and presently being levied and collected within the City for the purpose of securing the payment of the Prior Bonds. “Fire Department Project” means (i) the design, construction and equipping of a fire training facility, (ii) land acquisition, design, construction and equipping of a fire station, (iii) the acquisition of firefighting vehicles, equipment and apparatus, and (iv) other ancillary improvements, all as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $18,650,000. “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 timely 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 obligations 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E B-3 “Indenture” means the Trust Indenture dated as of ___________ 1, 2026, 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: 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 general 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: Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E B-4 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 instructions 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 independent certified public 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 City. “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 System Project” means the design, construction and equipping of various City parks system improvements and ancillary improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $25,500,000. “Participants” means those financial institutions for whom the Securities Depository effects book-entry transfers and pledges of securities deposited with the Securities 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. “Prior Bonds” means, collectively, (i) the City’s Sales and Use Tax Capital Improvement Bonds, Series 2022, and (ii) the City’s Sales and Use Tax Capital Improvement Bonds, Series 2024. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E B-5 “Projects” means, collectively, the Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department 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 hereafter 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 permits, 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; (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 established 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E B-6 collection of which tax will commence on the first day following the date of expiration of the Existing Tax securing the Prior Bonds. 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 2026 Bonds” means the City’s Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026, issued under and secured by this Indenture in the aggregate principal amount of $171,500,000*. “State” means the State of Arkansas. “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. “Sustainability Project” means land acquisition and the design, construction and equipping of a City recycling drop-off facility and a City household hazardous waste facility and ancillary improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $1,050,000. “Tax Regulatory Agreement” means with respect to any series of tax-exempt Bonds, that Tax Regulatory 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. “Trails System Project” means the design, construction, reconstruction, extension, resurfacing and equipping of certain City trails system improvements, and ancillary improvements related thereto, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $3,800,000. “Transportation System Project” means right-of-way acquisition, planning, design, construction, reconstruction, repair, resurfacing, straightening and width modification of certain City streets and other transportation-related improvements, and ancillary improvements related thereto, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $56,000,000. “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. “Water/Wastewater System Project” means repairs to and rehabilitation of the City’s water system and upgrades to and rehabilitation of the City’s Noland Wastewater Treatment Plant, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $150,500,000. ___________________________ * Preliminary; subject to change. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 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: [TO BE UPDATED] (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 improvements 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; telephone 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; Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-2 (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, 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 subject 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 sale 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 nonprofit organization that is affiliated with a public school, and to the Disabled American Veterans Organization; Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-3 (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; (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 exemption 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, finishing, 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; Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-4 (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; (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; Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-5 (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; (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 cars 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 districts or public schools or by the State for free distribution to State school districts or public schools; Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-6 (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 operation of the qualified museum facility; (ppp) Natural gas and electricity in the manufacturing of tires; (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 equipment; (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 composting 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-7 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 property, 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) 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 exchange 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 the Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-8 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 paid; (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; (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 volunteer 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-9 (cc) Machinery and equipment purchased to modify, replace, or repair, either in whole or 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 services 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E [THIS PAGE INTENTIONALLY BLANK] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4920-7269-1379.2 KUTAK ROCK LLP DRAFT 06/18/2026 CITY OF FAYETTEVILLE, ARKANSAS to SIMMONS BANK as Trustee TRUST INDENTURE Dated as of ____________ 1, 2026 Providing for: $____________ City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds Series 2026 Prepared by: Kutak Rock LLP 124 West Capitol Avenue, Suite 2000 Little Rock, Arkansas 72201 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4920-7269-1379.2 TABLE OF CONTENTS (This Table of Contents is not a part of the Trust Indenture and is only for convenience of reference.) Page No. Parties ..............................................................................................................................................1 Recitals ............................................................................................................................................1 Granting Clauses .............................................................................................................................3 ARTICLE I DEFINITIONS Section 101. Definitions ........................................................................................................4 Section 102. Use of Words ..................................................................................................13 ARTICLE II THE BONDS Section 201. Security for the Bonds ....................................................................................13 Section 202. Authorized Amount ........................................................................................14 Section 203. Details of Series 2026 Bonds ..........................................................................14 Section 204. Form of Bonds ................................................................................................14 Section 205. Payment ..........................................................................................................15 Section 206. Execution ........................................................................................................15 Section 207. Authentication ................................................................................................15 Section 208. Delivery of the Bonds .....................................................................................15 Section 209. Mutilated, Destroyed or Lost Bonds ...............................................................17 Section 210. Registration and Transfer of Bonds ................................................................17 Section 211. Cancellation ....................................................................................................18 Section 212. Additional Bonds ............................................................................................19 Section 213. Superior Obligations Prohibited .....................................................................19 Section 214. Subordinate Obligations .................................................................................19 Section 215. Temporary Bonds ...........................................................................................20 Section 216. Book-Entry Bonds; Securities Depository .....................................................20 ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY Section 301. Redemption of Series 2026 Bonds .................................................................21 Section 302. Notice ..............................................................................................................23 Section 303. Selection of Bonds to be Redeemed ...............................................................23 Section 304. Surrender of Bonds Upon Redemption ..........................................................23 Section 305. Redemption in Part .........................................................................................24 Section 306. Redemption of Additional Bonds ...................................................................24 ARTICLE IV GENERAL COVENANTS AND REPRESENTATIONS Section 401. Payment of Principal, Premium, if any, and Interest ......................................24 Section 402. Performance of Covenants ..............................................................................24 Section 403. Instruments of Further Assurance ...................................................................24 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E ii 4920-7269-1379.2 Section 404. Recordation and Filing ...................................................................................25 Section 405. Inspection of Books ........................................................................................25 Section 406. Tax Covenants ................................................................................................25 Section 407. Trustee’s and Paying Agent’s Fees and Expenses ..........................................25 Section 408. Construction of Projects; Certification of Completion Dates .........................25 Section 409. Encumbrances .................................................................................................26 Section 410. Continuing Disclosure ....................................................................................26 ARTICLE V FUNDS AND DEPOSITS Section 501. Creation of Funds and Accounts ....................................................................26 Section 502. Project Fund ....................................................................................................27 Section 503. Revenue Fund .................................................................................................28 Section 504. Bond Fund ......................................................................................................29 Section 505. Cost of Issuance Fund .....................................................................................29 Section 506. Redemption Fund ...........................................................................................29 Section 507. Rebate Fund ....................................................................................................30 Section 508. [RESERVED] .................................................................................................31 Section 509. Cessation of Fund Deposits ............................................................................31 Section 510. Separate Accounts Authorized .......................................................................31 ARTICLE VI INVESTMENTS Section 601. Investment of Moneys ....................................................................................32 Section 602. Investment Earnings .......................................................................................32 Section 603. Valuation of Funds .........................................................................................32 Section 604. Responsibility of Trustee ................................................................................32 ARTICLE VII DISCHARGE OF LIEN Section 701. Discharge of Lien ...........................................................................................32 Section 702. Bonds Deemed Paid ........................................................................................33 Section 703. Non-Presentment of Bonds .............................................................................33 ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 801. Events of Default ............................................................................................33 Section 802. Acceleration ....................................................................................................34 Section 803. Other Remedies; Rights of Bondholders ........................................................34 Section 804. Right of Bondholders to Direct Proceedings ..................................................35 Section 805. Appointment of Receiver ................................................................................35 Section 806. Waiver ............................................................................................................35 Section 807. Application of Moneys ...................................................................................35 Section 808. Remedies Vested in Trustee ...........................................................................36 Section 809. Rights and Remedies of Bondholders ............................................................37 Section 810. Termination of Proceedings ............................................................................37 Section 811. Waivers of Events of Default .........................................................................37 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E iii 4920-7269-1379.2 ARTICLE IX TRUSTEE AND PAYING AGENTS Section 901. Acceptance of Trusts ......................................................................................38 Section 902. Fees, Charges and Expenses of Trustee and Paying Agents; Trustee’s Prior Lien ........................................................................................................40 Section 903. Additional Duties of Trustee ..........................................................................40 Section 904. Notice to Bondholders of Default ...................................................................41 Section 905. Intervention by Trustee ...................................................................................41 Section 906. Merger or Consolidation of Trustee ...............................................................41 Section 907. Resignation by Trustee ...................................................................................41 Section 908. Removal of Trustee ........................................................................................42 Section 909. Appointment of Successor Trustee .................................................................42 Section 910. Concerning Any Successor Trustee ................................................................42 Section 911. Reliance Upon Instruments ............................................................................42 Section 912. Appointment of Co-Trustee ............................................................................42 Section 913. Designation and Succession of Paying Agents ...............................................43 ARTICLE X SUPPLEMENTAL INDENTURES Section 1001. Supplemental Indentures Not Requiring Consent of Bondholders ................44 Section 1002. Supplemental Indentures Requiring Consent of Bondholders .......................44 Section 1003. Effect of Supplemental Indentures .................................................................45 ARTICLE XI [RESERVED] ARTICLE XII MISCELLANEOUS Section 1201. Consents, etc. of Bondholders ........................................................................45 Section 1202. Notices ............................................................................................................46 Section 1203. Limitation of Rights ........................................................................................46 Section 1204. Severability .....................................................................................................46 Section 1205. Applicable Provisions of Law ........................................................................47 Section 1206. Counterparts ....................................................................................................47 Section 1207. Successors and Assigns ..................................................................................47 Section 1208. Captions ..........................................................................................................47 Section 1209. Photocopies and Reproductions ......................................................................47 Section 1210. Bonds Owned by the City ...............................................................................47 Exhibit A Form of Series 2026 Bond ............................................................................A-1 Exhibit B Form of Coverage Certificate ........................................................................B-1 Exhibit C Requisition Form ...........................................................................................C-1 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4920-7269-1379.2 TRUST INDENTURE THIS TRUST INDENTURE dated as of __________ 1, 2026, 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 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 Sections 14-164-301 et seq. (as from time to time amended, the “Act”); and 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) water and wastewater system rehabilitation and improvements (the “Water/Wastewater System Project”), (ii) parks system and related improvements (the “Parks System Project”), (iii) an animal services facility and related improvements (the “Animal Services Facility Project”), (iv) trail system and related improvements (the “Trails System Project”), (v) streets and transportation-related improvements (the “Transportation System Project”), (vi) a recycling drop-off facility and a household hazardous waste facility and related improvements (the “Sustainability Project”), (vii) an aquatics/recreation center and related improvements (the “Aquatics/Recreation Center Project”) and (viii) a fire training facility and fire station construction and related improvements and the acquisition of firefighting vehicles, equipment and apparatus (the “Fire Department Project”); and WHEREAS, the City Council has further determined that additional revenues can be obtained to finance such critical capital improvement needs by restructuring the City’s existing indebtedness secured by sales and use tax receipts through the refunding of the Prior Bonds (defined below) and the rededication of said sales and use tax receipts to new bonded indebtedness; 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 and the Act, to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 2 4920-7269-1379.2 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 Act; and WHEREAS, pursuant to such authority, the City has previously issued and there are presently outstanding (i) its Sales and Use Tax Capital Improvement Bonds, Series 2022, in the aggregate principal amount of $_________ (the “Series 2022 Bonds”), and (ii) its Sales and Use Tax Capital Improvement Bonds, Series 2024, in the aggregate principal amount of $__________ (the “Series 2024 Bonds,” and together with the Series 2022 Bonds, the “Prior Bonds”); and WHEREAS, pursuant to Amendment 62 and the Act and the provisions of Ordinance No. 6920 of the City, adopted and approved on October 21, 2025 (the “Election Ordinance”), there was submitted to the qualified electors of the City nine questions regarding (i) the issuance of not to exceed $40,000,000 in principal amount of refunding bonds for the purpose of redeeming the Prior Bonds, and (ii) the issuance of an aggregate of not to exceed $335,500,000 in principal amount of capital improvement bonds for the purpose of financing the various capital improvements comprising 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 Act (the “Sales and Use Tax”); and WHEREAS, at a special election held March 3, 2026, a majority of the qualified electors of the City voting on each of the nine questions approved the issuance of refunding bonds and 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 the provisions of Ordinance No. ____ of the City, adopted by the City Council on ___________, 2026 (the “Authorizing Ordinance”), and in accordance with the provisions of Amendment 62 and the Act, the City proposes to issue its Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026, in the aggregate principal amount of not to exceed $__________ (the “Series 2026 Bonds”), in order to provide for the funding of a portion of the costs of the Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department Project and for the defeasance and redemption of the Prior Bonds; and WHEREAS, the City has further determined to enter into this Indenture to authorize the issuance of and to secure the Series 2026 Bonds by granting to the Trustee a pledge and assignment of the interests and other rights herein contained, and certain funds and accounts created hereby; and WHEREAS, the Series 2026 Bonds are to be dated, bear interest, mature and be subject to redemption as hereinafter in this Indenture set forth in detail; and WHEREAS, provision is made in this Indenture for the issuance of Additional Bonds (hereinafter defined) upon compliance with certain conditions set forth herein; and Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 3 4920-7269-1379.2 WHEREAS, the execution and delivery of this Indenture and the issuance of the Series 2026 Bonds have been in all respects duly and validly confirmed, authorized and approved under the provisions of the Authorizing Ordinance; and WHEREAS, all things necessary to make the Series 2026 Bonds, when authenticated by the Trustee and issued as in this Indenture provided, the valid, binding and legal obligations of the City according to the import thereof, and to constitute this Indenture 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 2026 Bonds, as specified in and in accordance with the provisions hereof, have been done and performed, and the creation, execution and delivery of this Indenture and the creation, execution, issuance and delivery of the Series 2026 Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS INDENTURE WITNESSETH: That the City, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created, and of the purchase and acceptance of the Series 2026 Bonds by the Holders and owners thereof, and the sum of Ten Dollars ($10.00), lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of, premium, if any, and interest on the Series 2026 Bonds and all Additional Bonds (hereinafter defined), if any, according to their tenor and effect, and to secure the performance and observance by the City of all the covenants expressed or implied herein and in the Series 2026 Bonds and Additional Bonds (collectively, the “Bonds”), subject to all of the provisions hereof, does hereby grant, bargain, sell, convey, mortgage, assign, transfer and pledge unto the Trustee, and unto its successor or successors in trust, and to them and their assigns forever, for the securing of the performance of the obligations of the City hereinafter set forth the following: 1. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, (i) the proceeds of the sale of the Bonds, (ii) all receipts from the Sales and Use Tax, which are hereby irrevocably assigned and pledged to secure all obligations under this Indenture, and (iii) the Revenue Fund, Bond Fund, Project Fund and Redemption Fund established by this Indenture, including the investment earnings thereon, if any. 2. Any and all other properties, rights and interests of every kind and nature from time to time which have been, are hereby, or hereafter are, by delivery or by writing or transfer of any kind, conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder, by the City or by any other Person, firm or corporation, or with the written consent of the City, to Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 4 4920-7269-1379.2 the Trustee, which is hereby authorized to receive any and all such properties, rights and interests at any time and at all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD all the same (the “Trust Estate”) with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trusts and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all owners of the said Bonds issued under and secured by this Indenture without privilege, priority or distinction as to lien or otherwise of any of the Bonds over any of the other Bonds; provided, however, that if the City, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest due on the Bonds, at the times and in the manner provided in the Bonds, according to the true intent and meaning thereof, and shall make the payments as required under this Indenture or shall provide, as permitted hereby, for the payment thereof by depositing or causing to be deposited with the Trustee the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all of the covenants and conditions pursuant to the terms of this Indenture to be kept, and shall pay to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments or deposits this Indenture and the lien and rights hereby granted shall cease, determine and be void; otherwise, this Indenture is to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH that, and it is expressly declared that, all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all revenues and income hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners from time to time of the Bonds or any part thereof, as follows, that is to say: ARTICLE I DEFINITIONS Section 101. Definitions. In addition to the words and terms elsewhere defined in this Indenture, the following words and terms as used in this Indenture shall have the following meanings: “Account” means an Account established by Article V of this Indenture. “Act” means the Local Government Bond Act of 1985, codified as Arkansas Code Annotated Sections 14-164-301 et seq., as from time to time amended. “Additional Bonds” mean Bonds in addition to the Series 2026 Bonds which are issued under the provisions of Section 212 of this Indenture. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 5 4920-7269-1379.2 “Amendment 62” means Amendment No. 62 to the Constitution of Arkansas, approved by the voters of the State on November 6, 1984. “Animal Services Facility Project” means the design, construction and equipping of a City animal services facility, including land acquisition and ancillary improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $18,100,000. “Annual Debt Service” means, with respect to all or any particular amount of Bonds or Subordinate Obligations, as the case may be, 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 the sale of Bonds or Subordinate Obligations or from sources other than Sales and Use Tax receipts. “Aquatics/Recreation Center Project” means the design, construction and equipping of a City aquatics/recreation center, including land acquisition and ancillary improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $61,900,000. “Authorized Representative” means either the Mayor or the Chief Financial Officer 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 ________, 2026, which authorized the issuance of the Series 2026 Bonds pursuant to this 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 by the City and acceptable to the Trustee. “Bond Fund” means the fund by that name created and established in Section 501 of this Indenture. “Bonds” means the Series 2026 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 $375,500,000. “Book-Entry System” means the book-entry system maintained by the Securities Depository described in Section 216 of this Indenture. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 6 4920-7269-1379.2 “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 under 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 Chief Financial Officer. “Continuing Disclosure Agreement” means, collectively, each Continuing Disclosure Agreement between the 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 enhancement 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 Section 501 of this Indenture. “Debt Service” means, with respect to all or any particular amount of Bonds or Subordinate Obligations, as the case may be, 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 or Subordinate Obligations, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 7 4920-7269-1379.2 “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. 6920, adopted by the City Council on October 21, 2025, pursuant to which there was submitted to the qualified electors of the City the nine questions relating to the issuance of the Bonds. “Event of Default” means any event of default specified in Section 801 hereof. “Existing Tax” means the one percent (1.00%) city-wide sales and use tax authorized by the Act and presently being levied and collected within the City for the purpose of securing the payment of the Prior Bonds. “Fire Department Project” means (i) the design, construction and equipping of a fire training facility, (ii) land acquisition, design, construction and equipping of a fire station, (iii) the acquisition of firefighting vehicles, equipment and apparatus, and (iv) other ancillary improvements, all as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $18,650,000. “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 Article V of this Indenture. “Government Securities” means (i) direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America, (ii) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (iii) 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 (iv) evidences of ownership of proportionate interests in future principal and interest 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 obligations 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 this Trust Indenture dated as of ___________ 1, 2026, between the City and the Trustee, pursuant to which the Bonds are issued, and any amendments and supplements hereto. “Investment Securities” means, if and to the extent the same are at the time legal for investment of Funds and Accounts held under this Indenture: (a) Cash (fully insured by the Federal Deposit Insurance Corporation); Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 8 4920-7269-1379.2 (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: (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 general obligation debt is so rated; Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 9 4920-7269-1379.2 (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 (I) not subject to redemption prior to maturity or (II) the trustee for the municipal obligations has been given irrevocable instructions 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 independent certified public 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 City. “Original Purchaser” means the first purchaser(s) of a series of Bonds from the City. “Outstanding” means, as of any date of computation, Bonds theretofore or thereupon being delivered under this Indenture, except: Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 10 4920-7269-1379.2 (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 this Indenture; and (c) Bonds in lieu of or in exchange or substitution for which other Bonds shall have been authenticated and delivered pursuant to this Indenture. “Parks System Project” means the design, construction and equipping of various City parks system improvements and ancillary improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $25,500,000. “Participants” means those financial institutions for whom the Securities Depository effects book-entry transfers and pledges of securities deposited with the Securities 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. “Prior Bonds” means, collectively, (i) the City’s Sales and Use Tax Capital Improvement Bonds, Series 2022, and (ii) the City’s Sales and Use Tax Capital Improvement Bonds, Series 2024. “Projects” means, collectively, the Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project and the Fire Department 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 hereafter 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 this 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, Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 11 4920-7269-1379.2 costs of obtaining permits, 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; (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 Section 501 of this 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 Section 501 of this 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 established in Section 501 of this 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 12 4920-7269-1379.2 (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 Section 501 of this 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 will commence on the first day following the date of expiration of the Existing Tax securing the Prior Bonds. 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 2026 Bonds” means the City’s Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026, issued under and secured by this Indenture in the aggregate principal amount of $_________. “State” means the State of Arkansas. “Sustainability Project” means land acquisition and the design, construction and equipping of a City recycling drop-off facility and a City household hazardous waste facility and ancillary improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $1,050,000. “Subordinate Obligations” means debt obligations of the City secured by a pledge of the receipts from the Sales and Use Tax that is subordinate to the lien thereon securing the payment of the Bonds, as permitted by the provisions of Section 214 of this Indenture. “Supplemental Indenture” means any indenture supplemental to or amendatory of this Indenture, adopted by the City in accordance with Article X hereof. “Surplus Tax Receipts” shall have the meaning ascribed to such term in Section 503 hereof. “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. “Trails System Project” means the design, construction, reconstruction, extension, resurfacing and equipping of certain City trails system improvements, and ancillary improvements related thereto, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $3,800,000. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 13 4920-7269-1379.2 “Transportation System Project” means right-of-way acquisition, planning, design, construction, reconstruction, repair, resurfacing, straightening and width modification of certain City streets and other transportation-related improvements, and ancillary improvements related thereto, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $56,000,000. “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 this Indenture. “Water/Wastewater System Project” means repairs to and rehabilitation of the City’s water system and upgrades to and rehabilitation of the City’s Noland Wastewater Treatment Plant, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $150,500,000. Section 102. Use of Words. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words “Bond”, “owner”, “holder” and “person” shall include the plural, as well as the singular, number. ARTICLE II THE BONDS Section 201. Security for the Bonds. (a) The Bonds are special and limited obligations of the City payable as to principal, premium, if any, and interest solely out of the Trust Estate. The Trust Estate is hereby pledged, appropriated and assigned to the payment of the principal of, premium, if any, and interest on the Bonds, all in accordance with their terms and the provisions of this Indenture. The Bonds do not constitute an indebtedness for which the faith and credit of the State of Arkansas or the City is pledged within the meaning of any Constitutional or statutory limitation. The Bonds shall never constitute an obligation of or a charge against the general credit or general taxing powers of the City. (b) The pledge, charge, lien, trusts and assignments made herein with respect to the Trust Estate shall be valid and binding, and shall be deemed continuously perfected from the time of issuance of the Series 2026 Bonds, and the Trust Estate shall thereupon be immediately subject to the pledge, charge, lien, trust and assignment created hereby upon receipt thereof by or for the City or by the Trustee or the Paying Agent hereunder, without any physical delivery, segregation thereof or further act, and such pledge, charge, lien, trust and assignment shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the City, irrespective of whether such parties have notice thereof. (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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 14 4920-7269-1379.2 sale, or otherwise. So long as any of the Series 2026 Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2026 Bonds. (d) So long as any Bonds are Outstanding under the provisions of this Indenture, all receipts derived from the Sales and Use Tax shall be deemed to be necessary to accomplish the purposes of the City and shall be subject to the covenants and agreements set forth in this Indenture, and no such revenues or receipts shall ever be used or deposited otherwise except as herein expressly permitted. (e) The City covenants, as permitted by the Act, that while any of the Bonds are Outstanding it will use due diligence in causing the collection of the Sales and Use Tax. Nothing herein shall prohibit the City from increasing any sales and use tax from time to time, to the extent permitted by law, and no part of the revenues or receipts derived by the City from any such increase shall become part of the receipts derived from the Sales and Use Tax unless authorized and pledged by a Supplemental Indenture. 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 2026” in the principal amount of ______________________________________________ Dollars ($__________) (the “Series 2026 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 $375,500,000, except as provided in Section 209 and except for refunding bonds issued under the provisions of Section 212 hereof. Section 203. Details of Series 2026 Bonds. The Series 2026 Bonds (i) shall be designated “City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2026,” (ii) shall be in the aggregate principal amount of $___________, (iii) shall be dated as of the date of their 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 ________ 1, 202_, (v) shall be issued in denominations of $5,000 each, or any integral multiple thereof, (vi) shall be numbered from R26-1 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 2026 Bonds: Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 15 4920-7269-1379.2 Year (November 1) Principal Amount Interest Rate 2027 $ % 2028 % 2029 % 2030 % 2031 % 2032 2033 % 20__ % 20__ % 20__ % Section 204. Form of Bonds. (a) The Series 2026 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 2026 Bonds, except upon the occurrence of the events described in Section 216 hereof. 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 2026 Bonds and the Trustee’s certificate of authentication to be endorsed thereon shall be in substantially the form set forth in Exhibit A hereto, with appropriate variations, insertions and omissions as permitted or required by this Indenture. Section 205. Payment. The Bonds shall be payable, with respect to principal, premium, if any, and interest in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The principal of and premium, if any, on the Bonds shall be payable upon surrender thereof at the principal corporate trust office of the Trustee. Payment of interest on each Bond shall be made by check or draft mailed to the registered owner of such Bond as of the applicable Record Date at his address as it appears on the registration books maintained by the Trustee. For purposes of this Indenture, interest on the Bonds shall be deemed to accrue on the basis of a 360-day year of twelve 30-day months. So long as the Securities Depository or its nominee is the sole registered owner of the Bonds, payment of interest thereon shall be made by wire transfer of immediately available funds by the Paying Agent to the Securities Depository or its nominee. Section 206. Execution. The Bonds shall be executed on behalf of the City by the manual or facsimile signatures of its Mayor and City Clerk and shall have impressed or imprinted thereon the seal of the City. A facsimile signature shall have the same force and effect as if manually signed. In case any officer whose manual signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such official had remained in office until delivery. Section 207. Authentication. Only such Bonds as shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit A attached hereto duly Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 16 4920-7269-1379.2 executed by the Trustee shall be entitled to any right or benefit under this Indenture. No Bond shall be valid and obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee, and such certificate of the Trustee upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture. The Trustee’s certificate of authentication on any Bond shall be deemed to have been executed if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. Section 208. Delivery of the Bonds. The City shall execute and deliver to the Trustee and the Trustee shall authenticate the Bonds of any series and deliver said Bonds to the Securities Depository as may be directed in this Section 208, in Section 212 hereof or in any Supplemental Indenture. (a) Prior to the delivery or original issuance by the Trustee of any authenticated Bonds of any series, there shall be delivered to the Trustee: (1) An original executed counterpart of this Indenture or, in the case of Additional Bonds, a Supplemental Indenture by and between the City and the Trustee setting forth the details concerning such Additional Bonds; (2) Original executed counterparts of the Continuing Disclosure Agreement and the Tax Compliance Agreement, if applicable, relating to such series of Bonds; (3) A Certificate directing the Trustee to authenticate the Bonds and containing instructions as to the delivery of the Bonds upon payment to the Trustee, for the account of the City, of a sum specified in such Certificate; (4) A copy, duly certified by the City Clerk, of the proceedings of the City authorizing the levy of the Sales and Use Tax and the issuance of the Bonds; (5) A written opinion of Bond Counsel approving the legality of the Bonds; (6) In the case of any series of Additional Bonds, a Certificate signed by the Mayor of the City certifying that (i) the City is not then in default in the performance of any of the covenants, conditions, agreements or provisions contained in this Indenture, and (ii) the City is current as to all required deposits at that time in all the Funds and Accounts described in Article V of this Indenture or hereafter created by Supplemental Indentures, or if the City is in default or is not so current, certifying in the case of (i) or (ii) as to that fact and that, upon the application of the proceeds of the sale of such Additional Bonds as provided in the Supplemental Indenture authorizing the issuance thereof, the City will not be in default or will be current thereafter; (7) In the case of any series of Additional Bonds, a written opinion of Bond Counsel to the effect that the exemption from federal income tax of the interest on the Series 2026 Bonds and any Additional Bonds theretofore issued on a tax-exempt basis will not be adversely affected by the issuance of the Additional Bonds being issued; and Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 17 4920-7269-1379.2 (8) Such further documents and certificates as may be required by the Original Purchaser of such series of Bonds. (b) Simultaneously with the delivery of the Series 2026 Bonds, the Trustee shall apply the proceeds thereof as follows: (1) An amount sufficient, together with moneys held by Simmons Bank, as trustee for the Prior Bonds, in funds and accounts created by the trust indenture securing the Prior Bonds, to refund the Prior Bonds shall be deposited in Trust with Simmons Bank, as escrow trustee (the “Escrow Trustee”), in accordance with the provisions of an Escrow Deposit Agreement to be dated as of the date of delivery of the Series 2026 Bonds (the “Escrow Agreement”), by and between the City and the Escrow Trustee. The Escrow Agreement shall provide for the investment of the funds, to the extent feasible, in Government Securities which will mature and bear interest at such times and in such amounts as will, together with any uninvested moneys held by the Escrow Trustee, provide sufficient moneys to pay as due at maturity and upon redemption prior to maturity as provided in the Escrow Agreement, all principal of and premium, if any, and interest on the Prior Bonds. The Escrow Agreement will provide for the giving of notice of redemption prior to maturity of the Prior Bonds, for the payment of required trustee and paying agent fees on the Prior Bonds, and for the release of all claims of the Prior Bonds on the Trust Estate; (2) An amount equal to $___________ shall be deposited in the Water/Wastewater System Project Account of the Project Fund; (3) An amount equal to $___________ shall be deposited in the Parks System Project Account of the Project Fund; (4) An amount equal to $__________ shall be deposited in the Animal Services Facility Account of the Project Fund; (5) An amount equal to $___________ shall be deposited in the Trails System Project Account of the Project Fund; (6) An amount equal to $__________ shall be deposited in the Transportation System Project Account of the Project Fund; (7) An amount equal to $___________ shall be deposited in the Sustainability Project Account of the Project Fund; (8) An amount equal to $____________ shall be deposited in the Aquatics/Recreation Center Project Account of the Project Fund; (9) An amount equal to $___________ shall be deposited in the Fire Department Project Account of the Project Fund; Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 18 4920-7269-1379.2 (10) 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; and (11) The balance of said proceeds in the amount of $________ shall be deposited in the Interest Account of the Bond Fund. Section 209. Mutilated, Destroyed or Lost Bonds. In case any Bond issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and the Trustee may authenticate and deliver a new Bond of like series, date, number, maturity and tenor in exchange and substitution for and upon cancellation of such mutilated Bond, or in lieu of and in substitution for such Bond destroyed or lost, upon the Holder’s paying the reasonable expenses and charges of the City and the Trustee in connection therewith, and, in the case of a Bond destroyed or lost, filing by the Holder with the Trustee evidence satisfactory to the Trustee that such Bonds were destroyed or lost, and of the Holder’s ownership thereof, and furnishing the City and Trustee with indemnity satisfactory to them. The Trustee is hereby authorized to authenticate any such new Bond. In the event any such Bonds shall have matured, instead of issuing a new Bond, the City may pay the same without the surrender thereof. Upon the issuance of a new Bond under this Section 209, the City may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Section 210. Registration and Transfer of Bonds. The City hereby constitutes and appoints the Trustee as Bond registrar of the City, and as Bond registrar the Trustee shall keep books for the registration and for the transfer of the Bonds as provided in this Indenture at the principal corporate trust office of the Trustee. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the registered owner thereof, or the owner’s legal representative, and neither the City, the Trustee nor the Bond registrar shall be affected by any notice to the contrary, but such registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. 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 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 Bond or Bonds of the same series and in the same aggregate principal amount and of any authorized denomination or denominations. Bonds may be exchanged at the principal corporate trust office of the Trustee for an equal aggregate principal amount of Bonds of any other authorized denomination or denominations of the same series with corresponding maturities. The City shall execute and the Trustee shall authenticate and deliver Bonds which the Bondholder making the exchange is entitled to receive, bearing numbers not contemporaneously then outstanding. The execution by the City of any Bond Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 19 4920-7269-1379.2 of any denomination shall constitute full and due authorization of such denomination and the Trustee shall thereby be authorized to authenticate and deliver such Bond. Such transfers of registration or exchanges of Bonds shall be without charge to the Holders of such 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 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 Bond during the period from and including a Record Date to the next succeeding interest payment date of such Bond nor to transfer or exchange any Bond after the mailing of notice calling such Bond for redemption has been made, and prior to such redemption. If the Securities Depository or its nominee is the sole registered owner of the Bonds, transfers of ownership and exchanges shall be effected on the records of the Securities Depository and its Participants pursuant to rules and procedures established by the Securities Depository and its Participants. In such case, the Trustee shall deal with the Securities Depository as representative of the Beneficial Owners of the Bonds for purposes of exercising the rights of Bondholders hereunder, and the rights of the Beneficial Owners of such Bonds held by the Securities Depository or its nominee shall be limited to those established by law and agreements between such Beneficial Owners and the Securities Depository and its Participants. Requests, consents and directions from, and votes of, the Securities Depository or its nominee as representative shall not be deemed inconsistent if they are made with respect to different Participants or Beneficial Owners. Section 211. Cancellation. All Bonds surrendered for payment, redemption, transfer or exchange, if surrendered to the Trustee, shall be promptly cancelled by it, and, if surrendered to any person other than the Trustee, shall be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The City may at any time deliver to the Trustee for cancellation any Bonds previously authenticated and delivered hereunder, which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Trustee. All cancelled Bonds held by the Trustee shall be disposed of as directed by the City. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the City of any Bonds, the Trustee may, upon the written request of the City, in lieu of such cancellation and delivery, destroy such Bonds in the presence of any officer of the City (but only if the City shall so require), and deliver a certificate of such destruction to the City. Section 212. Additional Bonds. To the extent authority remains under the Election Ordinance, the City may issue from time to time one or more series of Additional Bonds for the purpose of (i) financing Project Costs in connection with any of the Projects, (ii) refunding the Series 2026 Bonds or any series of Additional Bonds, in whole or in part, or (iii) any combination thereof. Additional Bonds shall be secured equally and ratably with the Series 2026 Bonds and any other series of Additional Bonds theretofore issued and then Outstanding, except insofar as any terms or conditions of redemption or purchase established under this 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 20 4920-7269-1379.2 Before any Additional Bonds are authenticated, there shall be delivered to the Trustee the items required for the issuance of Bonds by Section 208 hereof, plus a Certificate of the Chief Financial Officer of the City (in the form attached as Exhibit B hereto) 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 then Outstanding Bonds and Subordinate Obligations, plus the Additional Bonds then proposed to be issued. For the purpose of making the aforementioned certifications in connection with the issuance of Additional Bonds, receipts of the Existing Tax may be included in total receipts of the Sales and Use Tax for all or any portion of the most recent twelve (12) month period during which the Sales and Use Tax was not being collected. The aggregate principal amount of Additional Bonds that may be issued is limited to $__________, except for refunding bonds issued hereunder. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued unless there is no default at the time of issuance under this Indenture. Section 213. Superior Obligations Prohibited. Except to the extent permitted in Section 212 hereof for the issuance of Additional Bonds, from and after the issuance of any of the Bonds and for so long as any of the Bonds are Outstanding, the City shall not create or permit the creation of any indebtedness, or issue any bonds, notes, warrants, certificates or other obligations or evidences of indebtedness payable in any manner from the receipts of the Sales and Use Tax or otherwise from the Trust Estate which (i) will in any way be superior to or rank on a parity with the Bonds, or (ii) will in any way be secured by a lien and charge on the receipts of the Sales and Use Tax or on the moneys deposited in or to be deposited in the Revenue Fund, prior to or equal with the lien, pledge and charge created herein for the security of the Bonds, or (iii) will be payable prior to or equal with the payments to be made from the receipts of the Sales and Use Tax and the Revenue Fund into the Bond Fund and Redemption Fund or from said Bond Fund and Redemption Fund for the payment of the Bonds. Section 214. Subordinate Obligations. Nothing in this 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 herein for the security and payment of the Bonds and other payments under this Indenture. Before any Subordinate Obligations are issued, there shall be delivered to the Trustee a Certificate of the Chief Financial Officer of the City (in substantially the form attached as Exhibit B hereto) 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 100% of the maximum Annual Debt Service on all then Outstanding Bonds and Subordinate Obligations, plus the Subordinate Obligations then proposed to be issued. Notwithstanding anything herein to the contrary, no Subordinate Obligations shall be issued unless there is no default at the time of issuance under this Indenture. Section 215. Temporary Bonds. Until Bonds in definitive form are ready for delivery, the City may execute, and upon the request of the City, the Trustee shall authenticate and deliver, Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 21 4920-7269-1379.2 subject to the provisions, limitations and conditions set forth herein, one or more Bonds in temporary form, whether printed, typewritten, lithographed or otherwise produced, substantially in the form of the definitive Bonds, with appropriate omissions, variations and insertions, and in authorized denominations. Until exchanged for Bonds in definitive form, such Bond in temporary form shall be entitled to the lien and benefit of this Indenture. Upon the presentation and surrender of any Bond or Bonds in temporary form, the City shall, without unreasonable delay, prepare, execute and deliver to the Trustee and the Trustee shall authenticate and deliver, in exchange therefor, a Bond or Bonds in definitive form. Such exchange shall be made by the Trustee without making any charge therefor to the Holder of such Bond in temporary form. Section 216. Book-Entry Bonds; Securities Depository. The Bonds shall initially be registered to Cede & Co., the nominee for The Depository Trust Company, New York, New York (the “Securities Depository”), and no Beneficial Owner will receive certificates representing their respective interests in the Bonds, except in the event the Trustee issues replacement bonds as provided in this Section 216. It is anticipated that during the term of the Bonds, the Securities Depository will make book-entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless the Trustee authenticates and delivers replacement bonds to the Beneficial Owners as described in the following paragraph. (1) If the City or the Trustee determines (A) that the Securities Depository is unable to properly discharge its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (C) that the continuation of a Book-Entry System to the exclusion of any Bonds being issued to any Bondholder other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, or (2) if the Trustee receives written notice from Participants representing interests in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a Book-Entry System to the exclusion of any Bonds being issued to any Bondholder other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, then the Trustee shall notify the Bondholders of such determination or such notice and of the availability of certificates to Bondholders requesting the same, and the Trustee shall register in the name of and authenticate and deliver replacement bonds to the Beneficial Owners or their nominees in principal amounts representing the interest of each; provided, that in the case of a determination under (A) or (B) of this paragraph, the City or the Trustee may select a successor securities depository in accordance with the following paragraph to effect book-entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository has possession of at least one Bond. Upon the issuance of replacement bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such replacement bonds. If the Securities Depository resigns and the City, the Trustee or Bondholders are unable to locate a qualified successor of the Securities Depository in accordance with the following paragraph, then the Trustee shall authenticate and cause delivery of replacement bonds to Bondholders, as provided herein. The Trustee may rely conclusively on information from the Securities Depository and its Participants as to the names Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 22 4920-7269-1379.2 and addresses of the Beneficial Owners of the Bonds. The cost of printing, registration, authentication, and delivery of replacement bonds shall be paid for by the City. In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the City may appoint a successor Securities Depository provided the Trustee receives written evidence satisfactory to the Trustee with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Trustee upon its receipt of a Bond or Bonds for cancellation shall cause the delivery of Bonds to the successor Securities Depository in appropriate denominations and form as provided herein. ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY Section 301. Redemption of Series 2026 Bonds. The Series 2026 Bonds shall be subject to redemption prior to maturity as follows: (a) The Series 2026 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 Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project or the Fire Department Project, which moneys shall be transferred to the Redemption Fund pursuant to Section 502 hereof. (b) The Series 2026 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 2026 Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2026 Bonds. (c) The Series 2026 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 ________ 1, 20__, 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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 23 4920-7269-1379.2 (d) The Series 2026 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) (e) The Series 2026 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) (f) The Series 2026 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) At its option, to be exercised on or before the 45th day next preceding any mandatory sinking fund redemption date for any Series 2026 Bonds maturing November 1, 20__, 20__ or 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 302. Notice. Notice of the call for any redemption, identifying the 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 the Securities Depository or its nominee is the sole registered owner of the Bonds, by any other means acceptable to the Securities Depository, including facsimile) to the registered owner of each such Bond addressed to such registered owner Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 24 4920-7269-1379.2 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 the validity of any proceeding for the redemption of any Bond with respect to which no such failure or defect has occurred. Any notice mailed as provided in this Section 302 shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. Section 303. Selection of Bonds to be Redeemed. If less than all of the Bonds of like series, maturity, interest rate and otherwise identical payment terms shall be called for redemption, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the Trustee in such manner as the Trustee in its discretion may deem fair and appropriate; provided, however, that the portion of any Bond of a denomination of larger than the minimum denomination may be redeemed in the principal amount of such minimum denomination or a multiple thereof, and that for purposes of selection and redemption, any such Bond of a denomination larger than the minimum denomination shall be considered to be that number of separate Bonds of such minimum denomination which is obtained by dividing the principal amount of such Bond by such minimum denomination. So long as the Securities Depository or its nominee is the sole registered owner of a series of Bonds, the procedures established by the Securities Depository shall control with respect to the selection of the particular Bonds of such series to be redeemed. Section 304. Surrender of Bonds Upon Redemption. Notice having been given in the manner and under the conditions hereinabove provided, and moneys for payment of the redemption price being held by the Trustee as provided in this Indenture (i) the Bonds or portions of Bonds so called for redemption shall, on the date fixed for redemption designated in such notice, become due and payable at the redemption price provided for redemption of such Bonds, and interest on such Bonds or portions of Bonds so called for redemption shall cease to accrue, (ii) upon surrender of the Bonds or portions of Bonds so called for redemption in accordance with such notice, such Bonds or portions of Bonds shall be paid at the applicable redemption price, (iii) such Bonds or portions of Bonds shall cease to be entitled to any lien, benefit or security under this Indenture, and (iv) the owners of said Bonds or portions of Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. Section 305. Redemption in Part. Any Bond which is to be redeemed only in part shall be surrendered to the Trustee (with, if the City or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the City and the Trustee duly executed by, the owner thereof or his attorney duly authorized in writing), and the appropriate officials of the City shall execute and the Trustee shall authenticate and deliver to the owner of such Bond, without service charge, a new Bond or Bonds of the same series, of any authorized denomination or denominations, having the same maturity and interest rate as requested by such owner, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Section 306. Redemption of Additional Bonds. Additional Bonds may be made subject to optional, extraordinary and mandatory sinking fund redemption, in whole or in part, in such manner, at such times and at such prices as may be provided in the Supplemental Indenture providing for their issuance. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 25 4920-7269-1379.2 ARTICLE IV GENERAL COVENANTS AND REPRESENTATIONS Section 401. Payment of Principal, Premium, if any, and Interest. The City covenants that it will promptly pay or cause to be paid the principal of and premium, if any, and interest on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in the Bonds according to the true intent and meaning thereof. The principal, premium, if any, and interest (except interest paid from the proceeds from the sale of the Bonds and accrued interest) are payable solely from the Trust Estate which is hereby specifically pledged to the payment thereof in the manner and to the extent herein specified, and nothing in the Bonds or this Indenture should be considered as assigning or pledging any funds or assets of the City other than the Trust Estate. Anything in this Indenture to the contrary notwithstanding, it is understood that whenever the City makes any covenants involving financial commitments it pledges no funds or assets other than the Trust Estate in the manner and to the extent herein specified, but nothing herein shall be construed as prohibiting the City from using any other funds or assets. The City covenants to use due diligence in causing the collection of the Sales and Use Tax. Section 402. Performance of Covenants. The City covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder, and in all ordinances pertaining hereto. The City covenants that it is duly authorized under the Constitution and laws of the State of Arkansas, including particularly and without limitation Amendment 62 and the Act, to issue the Bonds authorized hereby and to execute this Indenture and to make the pledge of the receipts of the Sales and Use Tax and to make the covenants in the manner and to the extent herein set forth, that all action on its part for the issuance of the Bonds and the execution and delivery of this Indenture has been duly and effectively taken, and that the Bonds in the hands of the Holders and owners thereof are and will be valid and enforceable obligations of the City according to the import thereof. Section 403. 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 hereby pledged or assigned, or intended so to be, or which the City may become bound to pledge or assign. Section 404. Recordation and Filing. To the extent necessary, the City covenants that it will cause this Indenture, such security agreements, financing statements, and all supplements thereto and other instruments as may be required from time to time to be kept, to be recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect the security of the owners of the Bonds and the rights of Trustee hereunder, and to perfect the security interest created by this Indenture. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 26 4920-7269-1379.2 Section 405. Inspection of Books. The City shall keep proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Projects and the Funds and Accounts established by this Indenture. Section 406. 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 Bonds shall at any time be used, directly or indirectly, to acquire securities or obligations the acquisition of which would cause any of such 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 Bonds remain Outstanding, it will comply with the provisions of each applicable Tax Compliance Agreement. Section 407. Trustee’s and Paying Agent’s Fees and Expenses. Subject to the provisions of Section 902 hereof, the City hereby agrees and covenants to make payments for the fees, expenses and charges of the Trustee and Paying Agent, if any, as authorized and provided by this Indenture. The City is to make payments on statements rendered by the Trustee and Paying Agent either (i) directly to the Trustee and Paying Agent or (ii) pursuant to Section 503(b) hereof. Section 408. Construction of Projects; Certification of Completion Dates. The City hereby covenants to use its best efforts to acquire, construct and equip each portion of the Projects being financed with proceeds of the Bonds with all reasonable dispatch and to use its best efforts to cause the acquisition, construction and equipping of such portion of each Project to be completed as soon as may be practicable, but in any case within a period not to exceed three years after the issuance of the applicable series of Bonds, delays caused by force majeure only excepted, but if for any reason such acquisition, construction and equipping is not completed within said period, there shall be no diminution or postponement of payments required hereunder to be made by the City. Promptly after each such Completion Date, the City shall submit to the Trustee the certificate of the City’s Chief Financial Officer which shall specify the Completion Date and shall state that acquisition, construction and equipping of the portion of the Project being financed with a particular series of Bond proceeds has been completed and the Project Costs have been paid, except for any Project Costs which have been incurred but are not then due and payable, or the liability for the payment of which is being contested or disputed by the City, and for the payment of which the Trustee is directed to retain specified amounts of moneys in the Project Fund. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties which exist at the date thereof or which may subsequently come into being. Section 409. Encumbrances. The City covenants that it will not create or suffer to be created any lien or charge upon the Trust Estate, except in accordance with the provisions of this Indenture. Section 410. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of each Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture to the contrary, failure of the City or the Trustee to comply with a Continuing Disclosure Agreement shall not be considered an Event of Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 27 4920-7269-1379.2 Default hereunder; however, the Trustee may (and at the request of the Original Purchaser of a series of Bonds or the Beneficial Owners of at least 25% in aggregate Outstanding principal amount of such series of Bonds, and upon being indemnified to its satisfaction, shall) or any Beneficial Owner may seek specific performance by court order, to cause the City to comply with its obligations under this Section 410. For purposes of this Section 410 only, “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 Bonds for federal income tax purposes. ARTICLE V FUNDS AND DEPOSITS Section 501. Creation of Funds and Accounts. (a) There are hereby created and established the following Funds and Accounts: (i) Project Fund, and a Water/Wastewater System Project Account, Parks System Project Account, Animal Service Facility Project Account, Trails System Project Account, Transportation System Project Account, Sustainability Project Account, Aquatics/Recreation Center Project Account, and Fire Department Project Account therein; (ii) Revenue Fund; (iii) Bond Fund, and an Interest Account and a Principal Account therein; (iv) Redemption Fund; (v) Cost of Issuance Fund; and (vi) Rebate Fund. (b) All Funds and Accounts shall be held by the Trustee, which shall hold and maintain said Funds and Accounts in trust, for the use and benefit of the Bondholders and the City, but subject to the permitted applications expressed herein. Section 502. Project Fund. (a) The Trustee shall deposit portions of the proceeds of the Series 2026 Bonds to the credit of various Accounts in the Project Fund in accordance with the written directions of the City given as provided in Section 208 of this Indenture. (b) Moneys credited to the Project Fund shall be expended only as set forth in this Section 502. (c) Amounts in each Account of the Project Fund shall be expended and applied only for the payment of Project Costs related to the applicable Project. Disbursements shall Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 28 4920-7269-1379.2 be made from the Project Fund on the basis of consecutively numbered Requisitions in the form attached hereto as Exhibit C signed by an Authorized Representative. Requisitions may be submitted to the Trustee by certified mail, first class mail, by facsimile transmission or by electronic mail. If the Trustee deems that a Requisition submitted by the City is sufficient pursuant to this Section 502, the amount requested thereunder shall be disbursed in payment of the Project Costs set forth therein, or in reimbursement of such Project Costs, within two (2) business days of the date of receipt of such Requisition by the Trustee. Each Requisition shall specify: (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. (d) The Trustee shall keep full and complete records concerning and reflecting all disbursements from the Project Fund and shall file an accounting of said disbursements if and when requested by the City. The Trustee shall only make payments from the Project Fund pursuant to and in accordance with Requisitions. In making payments from the Project Fund, the Trustee may rely on any Requisitions delivered to it pursuant to this Section 502, and the Trustee shall be relieved of all liability relating to payments made in accordance with such Requisitions and any supporting certificate or certificates requested by the Trustee without physical inspection of the applicable Project. 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 relating to such series of Bonds (save and except moneys needed to satisfy unpaid Project Costs) to the Redemption Fund for application to the retirement of Bonds by redemption or purchase, as provided by Section 301(a) and (b) and Section 506 hereof. (e) Upon the occurrence and continuance of an Event of Default or the occurrence and continuance of an event which with notice or lapse of time or both would constitute an Event of Default, amounts on deposit in the Project Fund shall not be disbursed but shall instead be applied to the payment of Debt Service or the redemption price of the Bonds. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 29 4920-7269-1379.2 Section 503. Revenue Fund. (a) There shall be deposited to the credit of the Revenue Fund, as and when received, all receipts derived from the Sales and Use Tax. For the purposes of financial reporting by the City with respect to the Sales and Use Tax, “receipts” and “revenues” shall have the same meaning. (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 __________, 2026, 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, with respect to the deposits to be made to the Interest Account during the months of _______, 2026 through ________, 202_, such deposits shall be in an amount equal to one-_____ (1/_) of the interest due on the Series 2026 Bonds on _________ 1, 202_); 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, with respect to the Series 2026 Bonds, such deposits shall not commence until November, 2026); 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(b) and Section 506 hereof. (c) Required deposits into the Accounts of the Bond Fund shall be reduced by investment earnings, if any, in said Fund and Accounts and, with respect to required deposits to the Interest Account of the Bond Fund only, by any accrued interest deposited to the Interest Account of the Bond Fund upon the initial sale of a series of Bonds. In the event there shall be insufficient moneys in the Revenue Fund in a particular month to make the required transfers described above, then any deficiencies shall be added to the required deposits during the next month. Section 504. Bond Fund. (a) There shall be deposited to the credit of the appropriate Account of the Bond Fund all moneys required to be transferred thereto pursuant to Sections 208, 503, 505, 506 and 508 of this Indenture and all other moneys received for said Fund. (b) Moneys credited to the Bond Fund shall be expended only as set forth in this Section 504. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 30 4920-7269-1379.2 (c) (i) On each interest payment date for any of the Bonds Outstanding, the Trustee shall pay out of moneys credited to the Interest Account of the Bond Fund the amounts required for the payment of interest on the Bonds due on such date, and on each redemption date, the amounts required for the payment of accrued interest on Bonds then to be redeemed or purchased unless the payment of such accrued interest shall be otherwise provided for, and such amounts shall be applied to such payments. (ii) On each principal payment or redemption date for any of the Bonds Outstanding, the Trustee shall pay out of moneys credited to the Principal Account of the Bond Fund the amounts required for the payment of principal and premium, if any, due on the Bonds on such date and such amounts shall be applied to such payments. (iii) If there shall be insufficient moneys in the Bond Fund to pay in full interest, principal or premium, if any, due on the Bonds on any interest or principal payment or redemption date, the Trustee shall, one day prior to such date, transfer an amount equal to the deficiency into the appropriate Account of the Bond Fund from the Funds indicated in the following order: FIRST: the Revenue Fund; and SECOND: the Redemption Fund. (d) All payments made pursuant to this Section 504 shall be made in immediately available funds. 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 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 __________ 1, 2026 with respect to the Series 2026 Bonds), any remaining moneys in the Cost of Issuance Fund shall be transferred to the Interest Account of the Bond Fund. 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) of this Indenture. While any of the Series 2026 Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2026 Bonds. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 31 4920-7269-1379.2 (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) 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 507. Rebate Fund. (a) The Trustee shall establish and maintain, separate and apart from any other Funds and Accounts established and maintained hereunder, a Fund to be designated as the Rebate Fund, which Fund is not pledged to the payment of any Bonds. Subject to the transfer provisions provided in subsection (c) below, all moneys at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Amount (as defined in each Tax Compliance Agreement), for payment to the United States of America, and neither the City nor the Owner of any Bond shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section 507, by Section 406, and by each Tax Compliance Agreement (which are incorporated herein by reference). (b) As provided in Section 503(b) hereof, there shall be deposited in the Rebate Fund the amount of all income or gain on moneys deposited in any of the Funds and Accounts established by this Indenture which is required to be rebated to the United States and is designated for deposit therein, as calculated by the City to be owing to the United States pursuant to the Tax Compliance Agreement, which shall be delivered by the City concurrently with the issuance of a series of Bonds. (c) The Trustee, upon receipt of written instructions from the Mayor or Chief Financial Officer of the City, shall pay to the United States out of amounts in the Rebate Fund such amounts as are required pursuant to each Tax Compliance Agreement. (d) Any moneys remaining in the Rebate Fund after payment to the United States, within sixty (60) days after the date on which the last Bond is redeemed, of one hundred percent (100%) of the rebate amount as described in Section 148(f)(2) of the Code, shall be transferred to the Revenue Fund. (e) The Trustee, as instructed by Certificate of the City, shall invest all amounts held in the Rebate Fund in Investment Securities, subject to the restrictions set forth in the applicable Tax Compliance Agreement. Money shall not be transferred from the Rebate Fund except as provided in subsection (c). (f) Notwithstanding any other provision of this Indenture, the obligation to remit the Rebate Amount to the United States and to comply with all other requirements of this Section 507, Section 406 and each Tax Compliance Agreement shall survive the defeasance or payment in full of the Bonds. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 32 4920-7269-1379.2 Section 508. [RESERVED]. Section 509. Cessation of Fund Deposits. When the moneys in the Revenue Fund, the Bond Fund and the Redemption Fund shall be and remain sufficient to pay in full the principal and interest on all Bonds then Outstanding in accordance with Article VII of this Indenture, together with the required fees and expenses to be paid or reimbursed to the Trustee and any Paying Agent, the City shall have no further obligation to make further payments into said Funds. Pursuant to Arkansas Code Annotated Section 14-164-329(c)(2), the Sales and Use Tax shall be abolished on the first day of the calendar quarter subsequent to the expiration of ninety (90) days from the date there is filed with the Director of the Arkansas Department of Finance and Administration a written statement signed by the Mayor and the Trustee wherein either (a) the Trustee certifies that it has or will have sufficient funds on hand to pay the principal of and interest on the Bonds at maturity or upon redemption prior to maturity, and the Mayor certifies that the Sales and Use Tax is not pledged to any other indebtedness of the City, or (b) the Mayor certifies that there are no longer any Bonds outstanding payable from receipts of the Sales and Use Tax. Section 510. Separate Accounts Authorized. A Supplemental Indenture authorizing the issuance of Additional Bonds may provide for the creation of separate Accounts within the Bond Fund, Project Fund, Costs of Issuance Fund and Rebate Fund for such series of Bonds and such other Accounts as the City may direct; provided, that the creation of such separate Accounts shall be solely for the ease of administration and shall in no event affect the equal and ratable security of the Bonds of each series. If any Supplemental Indenture authorizing the issuance of Additional Bonds provides for the establishment of separate Accounts for a series of Bonds, then such Supplemental Indenture shall require that the receipts of the Sales and Use Tax received by the City shall be deposited pursuant to written direction of the City into each of the Accounts within the Bond Fund on the basis of the installments of principal, premium, if any, and interest on each series of Bonds during the applicable period, to the end that the Bonds of each series shall be equally and ratable secured by the receipts of the Sales and Use Tax. Any Supplemental Indenture authorizing the issuance of Additional Bonds may provide that any proceeds of such series of Bonds and investment earnings thereon remaining after some specified date, or after the construction of all facilities to be financed with the proceeds of such series of Bonds, shall be applied to the redemption of such series of Bonds. ARTICLE VI INVESTMENTS Section 601. Investment of Moneys. 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 this Indenture. Moneys in separate Funds or Accounts may be commingled for the purpose of investment. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 33 4920-7269-1379.2 Section 602. Investment Earnings. Subject to the provisions of the Tax Compliance Agreement and Article V hereof, Investment Securities purchased with moneys held in or attributable to any Fund or Account held by the Trustee under the provisions of this Indenture shall be deemed at all times to be a part of such Fund or Account and the income or interest earned, profits realized or losses suffered by a Fund or Account due to the investment thereof shall be retained in, credited or charged, as the case may be, to such Fund or Account unless otherwise provided pursuant to this Indenture. Section 603. Valuation of Funds. In determining the value of any Fund or Account held by the Trustee under this Indenture, the Trustee shall credit Investment Securities at the fair market value thereof, as determined by 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 hereunder and shall report such determination to the 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 hereunder, and the Trustee shall not be liable for any loss resulting from any such sale. Section 604. 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. ARTICLE VII DISCHARGE OF LIEN Section 701. Discharge of Lien. If the City shall pay or cause to be paid to the owners of the Bonds the principal, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein, and if the City shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it on its part, then these presents and the estate and rights hereby granted shall cease, determine and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture, and execute and deliver to the City such instruments in writing as shall be requisite to satisfy the lien hereof, and reconvey to the City the estate hereby conveyed, and assign and deliver to the City any property at the time subject to the lien of this Indenture which may then be in its possession, except moneys or Government Securities held by it for the payment of the principal of and premium, if any, and interest on the Bonds. Section 702. Bonds Deemed Paid. Any Bond shall be deemed to be paid within the meaning of this Article VII when payment of the principal of and premium, if any, and interest on such Bond (whether at maturity or upon redemption as provided in this 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” Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 34 4920-7269-1379.2 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 amount and at such times as will provide sufficient moneys to make such payment, and all necessary and proper 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 Trustee and any said Paying Agent. In the case of any defeasance of Bonds pursuant to subsection (ii) above, 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 mandatory 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. Section 703. Non-Presentment of Bonds. In the event any Bonds shall not be presented for payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof, if there shall have been deposited with the Trustee for that purpose, or left in trust if previously so deposited, funds sufficient to pay the principal thereof, and premium, if any, together with all interest unpaid and due thereon, to the due date thereof, for the benefit of the Holder thereof, all liability of the City to the Holder thereof for the payment of the principal thereof, premium if any, and interest thereon, shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability for interest thereon, for the benefit of the Holder of such Bonds, who shall thereafter be restricted exclusively to such fund or funds, for any claim of whatever nature on his part under this Indenture or on, or with respect to, the Bonds. ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 801. Events of Default. Each of the following events shall constitute and is referred to in this 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 maturity thereof by declaration; (c) Default in the payment of any other amount required to be paid under this Indenture or the performance or observance of any other of the covenants, agreements or conditions contained in this Indenture, or in the Bonds issued hereunder, 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 Bondholders of not less than 51% in aggregate principal amount of the Bonds then Outstanding, unless the Trustee, or the Trustee and Holders of an aggregate principal Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 35 4920-7269-1379.2 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 corrected within the 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 this 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 are 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 this Indenture or in the Bonds Outstanding hereunder, exclusive of any period of grace required to constitute a default an “Event of Default” as hereinabove provided. Section 802. 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 hereunder shall, by notice in writing delivered to the City, declare the principal of all Bonds then Outstanding, together with the interest accrued thereon, immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. Section 803. 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 hereunder. If an Event of Default shall have occurred, and if it shall have been requested so to do by the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding hereunder and if it shall have been indemnified as provided in Section 901(l) hereof, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred upon it by this Section 803 as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bondholders. No remedy by the terms of this 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 hereunder 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 36 4920-7269-1379.2 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 hereunder, 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. Section 804. Right of Bondholders to Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding hereunder shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceeding hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture. Section 805. Appointment of Receiver. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bondholders under this Indenture, the Trustee shall be entitled to the appointment of a receiver or receivers of the Trust Estate and of the tolls, rents, revenues, issues, earnings, income, products and profits thereof, including, without limitation, the receipts of the Sales and Use Tax, pending such proceedings with such powers as the court making such appointment shall confer. Section 806. Waiver. In case of an Event of Default on its part, as aforesaid, to the extent that such rights may then lawfully be waived, neither the City nor anyone claiming through the City or under the City shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or thereafter in force, in order to prevent or hinder the enforcement of this Indenture, but the City, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws and all right of appraisement and redemption to which it may be entitled under the laws of the State. Section 807. Application of Moneys. Available moneys remaining after discharge of costs, charges and liens prior to this Indenture shall be applied by the Trustee as follows: (a) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: First: To the payment to the Persons entitled thereto of all installments of interest then due, in the order of the maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege; Second: To the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 37 4920-7269-1379.2 of this Indenture), in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the Persons entitled thereto without any discrimination or privilege of any Bond over any other Bond and without preference or priority of principal over interest or of interest over principal; and Third: To the payment of the interest on and the principal of the Bonds, and to the redemption of Bonds, all in accordance with the provisions of Article V of this Indenture. (b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied first to the payment of the interest then due and unpaid upon the Bonds, and then to the payment of the principal then due and unpaid upon the Bonds, in each case without preference or priority of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article VIII then, subject to the provisions of paragraph (b) of this Section 807, in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of paragraph (a) of this Section 807. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section 807, such moneys shall be applied by it at such times, and from time to time, as it shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date and shall not be required to make payment to the Holder of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Section 808. Remedies Vested in Trustee. All rights of action (including the right to file proof of claim) under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee, without the necessity of joining as plaintiffs or defendants any Bondholders hereby secured, and any recovery of judgment shall be for the equal benefit of the Holders of all Outstanding Bonds. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 38 4920-7269-1379.2 Section 809. Rights and Remedies of Bondholders. No Bondholder shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless a default has occurred of which the Trustee has been notified as provided in subsection (g) of Section 901, or of which by said subsection it is deemed to have notice, nor unless such default shall have become an Event of Default and the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding hereunder shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore 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 subsection (l) of Section 901, nor unless the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture or for the appointment of a receiver or for any other remedy hereunder; 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 this Indenture by action of the Holder or Holders or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, held and maintained in the manner herein provided for the equal benefit of the Holders of all Bonds Outstanding hereunder. Nothing in this 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 hereunder to the respective Holders thereof at the time and place in said Bonds expressed. Section 810. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the City and the Trustee shall be restored to their former positions and rights hereunder with respect to the property herein conveyed, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken, except to the extent the Trustee is legally bound by such adverse determination. Section 811. Waivers of Events of Default. The Trustee may, and upon the written request of the Holders of not less than 51% in principal amount of all Bonds Outstanding hereunder shall, waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal; provided, however, there shall not be waived any Event of Default described in clause (a) or (b) of the first paragraph of Section 801 hereof, unless prior to such waiver or rescission all arrears of principal (due otherwise than by declaration) and interest, and all expenses of the Trustee and Paying Agent, shall have been paid or provided for. In case of any such waiver or rescission the City, Trustee and the Bondholders shall be restored to their former positions and rights hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right subsequent thereon. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 39 4920-7269-1379.2 ARTICLE IX TRUSTEE AND PAYING AGENTS Section 901. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts, but only upon and subject to the following expressed terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. Reimbursement of such compensation paid by the Trustee is subject to the provisions of Section 902 hereof. The Trustee may act upon the opinion or advice of any attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the City prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 901, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or nonaction in accordance with any such opinion or advice. (b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of authentication of the Trustee endorsed on such Bonds), or for the validity of the execution by the City of this Indenture or of any Supplemental Indentures or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the property herein conveyed. (c) The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee. (d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of the owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 40 4920-7269-1379.2 Certificate of the City signed by its Mayor and attested by the City Clerk as sufficient evidence of the facts therein contained and, prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 901, or of which by that subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction, or action is necessary or expedient, but may at its discretion, at the reasonable expense of the City, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of the City Clerk of the City under its seal to the effect that a resolution in the form therein set forth has been adopted by the City as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee, and the Trustee shall be answerable only for its own gross negligence or willful misconduct. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except for defaults under clause (a) or (b) of the first paragraph of Section 801 hereof as to which the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default by the City or by the Holders of at least 10% in aggregate principal amount of Bonds Outstanding hereunder, and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the principal corporate trust office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) [Reserved]. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the City pertaining to the receipts of the Sales and Use Tax and the Bonds, and to take such memoranda from and in regard thereto as may be desired. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the City to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 41 4920-7269-1379.2 (l) Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the gross negligence or willful misconduct of the Trustee, by reason of any action so taken by the Trustee. Section 902. Fees, Charges and Expenses of Trustee and Paying Agents; Trustee’s Prior Lien. (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 2026 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 2026 Bonds prior to the final Completion Date with respect to any such Project. 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. (b) The City shall pay to the Trustee compensation for its services as described in Section 902(a), provided that such compensation, together with all expenses, charges and other disbursements of the Trustee and its attorneys, agents and employees and all reimbursements to the Trustee for all costs and other disbursements as described in Section 901(a) hereof shall not exceed $7,500 annually (not including the initial authentication fee) without the prior written approval of the City, which approval shall not be unreasonably withheld. If the Trustee wishes to consult with or retain counsel for any purpose hereunder whose anticipated fees, together with all other compensation, disbursements and reimbursements of the Trustee and its attorneys, agents and employees to be paid by the City hereunder, shall exceed $10,000 annually, then such counsel shall have to be acceptable to the City and such fees shall have to be approved by the City as described above. Section 903. Additional Duties of Trustee. (a) In addition to the other duties of the Trustee described in this Indenture, it shall be the duty of the Trustee, on or before the tenth day of each month after the month in which the Series 2026 Bonds are delivered, to file with the City a statement setting forth in respect of the preceding calendar month: (i) the amount withdrawn or transferred by it and the amount deposited with it on account of each Fund and Account held by it under the provisions of this Indenture; Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 42 4920-7269-1379.2 (ii) the amount on deposit with it at the end of such month to the credit of each such Fund and Account; (iii) a brief description of all obligations held by it as an investment of moneys in each such Fund and Account; (iv) the amount applied to the purchase or redemption of Bonds under the provisions of this Indenture and a description of the Bonds or portions of Bonds so purchased or redeemed; and (v) any other information that the City may reasonably request, including, but not limited to, submittal of monthly statements of activity relating to the Bonds. Such information shall also be provided at the direction of the City to one additional designated entity. All records and files pertaining to each such Fund and Account in the custody of the Trustee hereunder shall be open at all reasonable times to the inspection of the City and its agents and representatives, and the City may make copies thereof. (b) The Trustee additionally shall be responsible for the preparation and timely distribution of any and all forms and reports required by law to all Bondholders, the State and the Internal Revenue Service in connection with the payment to the Bondholders of interest on the Bonds. Section 904. Notice to Bondholders of Default. If a default occurs of which the Trustee is pursuant to the provisions of Section 901(g) deemed to have or is given notice, the Trustee shall promptly make demand upon the City and give notice to each owner of Bonds then Outstanding. Section 905. Intervention by Trustee. In any judicial proceeding to which the City is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of Holders of Bonds issued hereunder, the Trustee may intervene on behalf of Bondholders and shall do so if requested in writing by the Holders of at least 51% of the aggregate principal amount of Bonds Outstanding hereunder. The rights and obligations of the Trustee under this Section 905 are subject to the approval of the court having jurisdiction in the premises. Section 906. Merger or Consolidation of Trustee. Any bank or trust company to which the Trustee may be merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any bank or trust company resulting from any such sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor trustee hereunder and vested with all of the title to the whole property or Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed, or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that such successor trustee shall have capital and surplus of at least $40 million. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 43 4920-7269-1379.2 Section 907. Resignation by Trustee. The Trustee and any successor trustee may at any time resign from the trusts hereby created by giving written notice to the City and the Bondholders, and such resignation shall take effect upon the appointment of a successor trustee by the Bondholders or by the City. Such notice may be served personally or sent by registered mail (to the City) or first class mail (to the Bondholders). Section 908. Removal of Trustee. The Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Trustee and to the City, and signed by the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding hereunder. Section 909. Appointment of Successor Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by the court, a successor may be appointed by the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding hereunder, by an instrument or concurrent instruments in writing signed by such Holders, or by their attorneys in fact, duly authorized; provided, nevertheless, that in case of such vacancy the City by an instrument executed and signed by its Mayor and attested by its City Clerk under its seal, shall appoint a temporary trustee to fill such vacancy until a successor trustee shall be appointed by the Bondholders in the manner above provided. Any such temporary trustee appointed by the City shall immediately and without further act be superseded by the trustee appointed by such Bondholders. Every such temporary trustee and every such successor trustee shall be a trust company or bank in good standing, having capital and surplus of not less than $40 million. Section 910. Concerning Any Successor Trustee. Every successor or temporary trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the City an instrument in writing accepting such appointment hereunder, and thereupon such successor or temporary trustee, without any further act or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the City or of its successor trustee, execute and deliver an instrument transferring to such successor all the estate, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor trustee shall deliver all securities, moneys and any other property held by it as trustee hereunder to its successor. Should any instrument in writing from the City be required by any successor trustee for more fully and certainly vesting in such successor the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor trustee, any and all such instruments in writing shall, on request, be executed, acknowledged, and delivered by the City. Section 911. Reliance Upon Instruments. The resolutions, opinions, certificates and other instruments provided for in this Indenture may be accepted and relied upon by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for its actions taken hereunder. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 44 4920-7269-1379.2 Section 912. Appointment of Co-Trustee. The City and the Trustee shall have power to appoint, and upon the request of the Trustee the City shall for such purpose join with the Trustee in the execution of all instruments necessary or proper to appoint, another corporation or one or more Persons approved by the Trustee, either to act as co-trustee or co-trustees jointly with the Trustee of all or any of the property subject to the lien hereof, with such powers as may be provided in the instrument of appointment and to vest in such corporation or Person or Persons as such co- trustee any property, title, right or power deemed necessary or desirable. In the event that the City shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. Should any deed, conveyance or instrument in writing from the City be required by the co-trustee so appointed for more fully and certainly vesting in and confirming to such co-trustee such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the City. Every such co- trustee shall, to the extent permitted by law, be appointed subject to the following provisions and conditions, namely: (1) The Bonds shall be authenticated and delivered, and all powers, duties, obligations and rights conferred upon the Trustee in respect of the custody of all money and securities pledged or deposited hereunder, shall be exercised solely by the Trustee; and (2) The Trustee, at any time by an instrument in writing, may remove any such separate Trustee or co-trustee. Every instrument, other than this Indenture, appointing any such co-trustee shall refer to this Indenture and the conditions of this Article IX expressed, and upon the acceptance in writing by such co-trustee, the co-trustee shall be vested with the estate or property specified in such instrument, jointly with the Trustee (except insofar as local law makes it necessary for any separate trustee to act alone), subject to all the trusts, conditions and provisions of this Indenture. Any such co-trustee may at any time, by an instrument in writing, constitute the Trustee as the co-trustee’s agent or attorney-in-fact with full power and authority, to the extent authorized by law, to do all acts and things and exercise all discretion authorized or permitted by the co-trustee, for and on behalf of the co-trustee and in the co-trustee’s name. In case any co-trustee shall die, become incapable of acting, resign or be removed, all the estate, properties, rights, powers, trusts, duties and obligations of said co-trustee shall vest in and be exercised by the Trustee until the appointment of a new trustee or a successor to such co-trustee. Section 913. Designation and Succession of Paying Agents. The Trustee and any other banks or trust companies designated as Paying Agent or Paying Agents in any Supplemental Indenture or in an instrument appointing a successor Trustee shall be the Paying Agent or Paying Agents for the Bonds. Any bank or trust company with which or into which any Paying Agent may be merged or consolidated, or to which the assets and business of such Paying Agent may be sold, shall be deemed the successor of such Paying Agent for the purposes of this Indenture. If the position of Paying Agent shall become vacant for any reason, the City shall, within thirty (30) days thereafter, appoint such bank or trust company as shall be specified by the City as such Paying Agent to fill Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 45 4920-7269-1379.2 such vacancy; provided, however, that, if the City shall fail to appoint such Paying Agent within said period, the Trustee shall make such appointment. The Paying Agents shall enjoy the same protective provisions in the performance of its duties hereunder as are specified in Section 901 hereof with respect to the Trustee insofar as such provisions may be applicable. ARTICLE X SUPPLEMENTAL INDENTURES Section 1001. 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 this 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 this 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 this Indenture other covenants, agreements, limitations and restrictions to be observed by the City which are not contrary to or inconsistent with this 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, this 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 this 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) of Section 1002 hereof and which, in the judgment of the Trustee, is not to the prejudice of the Trustee. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 46 4920-7269-1379.2 Section 1002. Supplemental Indentures Requiring Consent of Bondholders. Subject to the terms and provisions contained in this Section 1002, 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 this Indenture to the contrary notwithstanding, to consent to and approve the execution by the City and the Trustee of such indenture or indentures supplemental hereto 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 this Indenture or in any Supplemental Indenture; provided, however, that nothing herein contained 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 hereunder, or (b) a reduction in the principal amount of or redemption premium or rate of interest on any Bond issued hereunder, or (c) the creation of any lien on the Trust Estate or any part thereof, except as hereinbefore expressly permitted, 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 hereby created on the Trust Estate. Nothing herein contained, however, shall be construed as making necessary the approval of Bondholders of the execution of any Supplemental Indenture as provided in Section 1001 of this Article X. If, at any time the City shall request the Trustee to enter into any Supplemental Indenture for any of the purposes of this Section, 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 each 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 in this Section 1002. 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 Supplemental Indenture shall have consented to and approved the execution thereof as herein provided, 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 to the provisions thereof. Section 1003. Effect of Supplemental Indentures. Upon the execution of any Supplemental Indenture entered into pursuant to Section 1001 or 1002 hereof, this Indenture shall be deemed to be modified and amended in accordance therewith. ARTICLE XI [RESERVED] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 47 4920-7269-1379.2 ARTICLE XII MISCELLANEOUS Section 1201. Consents, etc. of Bondholders. Any request, direction, objection or other instrument required by this Indenture to be signed and executed by the Bondholders may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders in person or by agent appointed in writing. Proof of the execution of any such request, direction, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken by it under such request or other instrument, namely: (a) The fact and date of the execution by any Person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the Person signing such writing acknowledged before such officer the execution thereof, or by an affidavit of any witness to such execution. (b) The fact of ownership of Bonds and the amount or amounts, numbers, and other identification of such Bonds, and the date of holding the same shall be proved by the registration books of the City maintained by the Trustee, as Bond registrar. Section 1202. Notices. Except as otherwise provided in this Indenture, all notices, certificates or other communications shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, postage prepaid, to the City or the Trustee. Notices, certificates or other communications shall be sent to the following addresses: City: City of Fayetteville City Administration Building 113 West Mountain Fayetteville, Arkansas 72701 Attention: Mayor Trustee: Simmons Bank 501 Main Street Pine Bluff, Arkansas 71601 Attention: Corporate Trust Either of the foregoing may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 1203. Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture, or the Bonds issued hereunder, is intended or shall be construed to give to any person or company other than the parties hereto, and the Holders of the Bonds secured by this Indenture any legal or equitable rights, remedy, or claim under or in respect to this Indenture or any covenants, conditions, and Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 48 4920-7269-1379.2 provisions hereof being intended to be and being for the sole exclusive benefit of the parties hereto and the Holders of the Bonds hereby secured as herein provided. Section 1204. Severability. If any provisions of this 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. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Indenture contained shall not affect the remaining portions of this Indenture or any part thereof. Section 1205. Applicable Provisions of Law. This 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 1206. Counterparts. This 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 1207. Successors and Assigns. All the covenants, stipulations, provisions, agreements, rights, remedies and claims of the parties hereto in this Indenture contained shall bind and inure to the benefit of their successors and assigns. Section 1208. Captions. The captions or headings in this Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Indenture. Section 1209. Photocopies and Reproductions. A photocopy or other reproduction of this Indenture may be filed as a financing statement pursuant to the Uniform Commercial Code, although the signatures of the City and the Trustee in such reproduction are not original manual signatures. Section 1210. Bonds Owned by the City. In determining whether Bondholders of the requisite aggregate principal amount of the Bonds have concurred in any direction, consent or waiver under this Indenture, Bonds which are owned by the City shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Bonds which the Trustee knows are so owned shall be so disregarded. Bonds so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the City. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 49 4920-7269-1379.2 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: City Clerk SIMMONS BANK, as Trustee By: Title: ATTEST: By: Title: Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 50 4920-7269-1379.2 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 Molly Rawn 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 _________, 2026. Notary Public My Commission expires: (SEAL) [ACKNOWLEDGEMENT TO TRUST INDENTURE] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E 51 4920-7269-1379.2 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 _________, 2026. Notary Public My Commission expires: (SEAL) [ACKNOWLEDGEMENT TO TRUST INDENTURE] Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E A-1 4920-7269-1379.2 EXHIBIT A TO TRUST INDENTURE Form of Series 2026 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. R26-___ $___________ UNITED STATES OF AMERICA STATE OF ARKANSAS CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BOND SERIES 2026 Interest Rate: ____% Maturity Date: November 1, 20__ Date of Bond: _____________, 2026 CUSIP: ______________ 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 _________ 1, 202_, 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E A-2 4920-7269-1379.2 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. This bond, designated “Sales and Use Tax Capital Improvement and Refunding Bond, Series 2026”, is one of a series of bonds aggregating _____________________________ Dollars ($__________) (the “Series 2026 Bonds”). The Series 2026 Bonds are being issued in part for the purpose of financing all or a portion of the costs of (i) water and wastewater system rehabilitation and improvements (the “Water/Wastewater System Project”); (ii) parks system and related improvements (the “Parks System Project”); (iii) an animal services facility and related improvements (the “Animal Services Facility Project”); (iv) trail system and related improvements (the “Trails System Project”); (v) streets and transportation-related improvements (the “Transportation System Project”); (vi) a recycling drop-off facility and a household hazardous waste facility and related improvements (the “Sustainability Project”); (vii) an aquatics/recreation center and related improvements (the “Aquatics/Recreation Center Project”); and (viii) a fire training facility and fire station construction and related improvements and the acquisition of firefighting vehicles, equipment and apparatus (the “Fire Department Project,” and together with the Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project and the Aquatics/Recreation Center Project, the “Projects”). The Series 2026 Bonds are also being issued for the purpose of financing the defeasance and redemption of the City’s (i) Sales and Use Tax Capital Improvement Bonds, Series 2022 (the “Series 2022 Bonds”), and (ii) Sales and Use Tax Capital Improvement Bonds, Series 2024 (the “Series 2024 Bonds,” and together with the Series 2022 Bonds, the “Prior Bonds”). Series 2026 Bond proceeds will be utilized to pay Project costs, to refund the Prior Bonds, and to pay the costs of issuance of the Series 2026 Bonds. The Series 2026 Bonds are issued under and are secured by and entitled to the protection of a Trust Indenture dated as of _________ 1, 2026 (the “Indenture”), 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 2026 Bonds, and the terms upon which the Series 2026 Bonds are issued and secured. The Series 2026 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 §§14-164-301 et seq. (as from time to time amended, the “Local Government Bond Act”), Ordinance No. ____ of the City adopted __________, 2026, which ordinance authorized the execution and delivery of the Indenture, and a special election duly held on March 3, 2026, at which a majority of the qualified electors of the City voting approved the issuance of the Series 2026 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E A-3 4920-7269-1379.2 the City pursuant to Ordinance No. 6920, adopted by the City on October 21, 2025, to provide funds for the repayment of the Series 2026 Bonds. The pledge of the receipts of the Sales and Use Tax (the “Tax Receipts”) presently secures payment of the Series 2026 Bonds. Said Tax Receipts may additionally be pledged to secure the payment of up to $________ in aggregate principal amount of Additional Bonds issued under the provisions of the Indenture. The Indenture provides that the City may hereafter issue Additional Bonds from time to time 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 Series 2026 Bonds and be equally and ratably secured by and entitled to the protection of the Indenture. The Series 2026 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 2026 Bonds constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. The holder of this Series 2026 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 2026 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 2026 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 Water/Wastewater System Project, the Parks System Project, the Animal Services Facility Project, the Trails System Project, the Transportation System Project, the Sustainability Project, the Aquatics/Recreation Center Project or the Fire Department Project. The Series 2026 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 (i) to ensure the prompt payment of scheduled debt service on the Series 2026 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 2026 Bonds or any Additional Bonds, and (iii) pay Trustee and Paying Agent fees and expenses. While any of the Series 2026 Bonds remain Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2026 Bonds. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E A-4 4920-7269-1379.2 The Series 2026 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 __________ 1, 20__, 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. The Series 2026 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__ (maturity) $ The Series 2026 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; and Year Principal Amount 20__ $ 20__ $ 20__ (maturity) $ The Series 2026 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; and Year Principal Amount 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 2026 Bonds, the City may deliver to the Trustee for cancellation Series 2026 Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Series 2026 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 Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E A-5 4920-7269-1379.2 redemption obligations of that maturity in chronological order, and the principal amount of such Series 2026 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 2026 Bonds, the particular Series 2026 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 2026 Bonds for redemption prior to maturity, in the case any outstanding Series 2026 Bond is in a denomination greater than $5,000, each $5,000 of face value of such Series 2026 Bond shall be treated as a separate Series 2026 Bond of the denomination of $5,000. In the event any of the Series 2026 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 2026 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 the validity of the proceedings for the redemption of any Series 2026 Bond with respect to which no such failure or defect has occurred. Each notice shall identify the Series 2026 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 2026 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 2026 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, together with a written instrument of transfer duly executed by the registered owner or his duly authorized attorney. The Series 2026 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 2026 Bonds may be exchanged for a like aggregate principal amount of Series 2026 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 2026 Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in the Series 2026 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 successor 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 2026 Bonds. This Series 2026 Bond is issued with the intent that the laws of the State of Arkansas will govern its construction. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E A-6 4920-7269-1379.2 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 2026 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 2026 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 2026 Bonds as the same become due and payable will be sufficient in amount for that purpose. This Series 2026 Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee. IN WITNESS WHEREOF, the City of Fayetteville, Arkansas has caused this Series 2026 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 2026 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 2026 Bonds. SIMMONS BANK, as Trustee By: Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E A-7 4920-7269-1379.2 Authorized Signature Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E A-8 4920-7269-1379.2 (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. Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E B-1 4920-7269-1379.2 EXHIBIT B TO TRUST INDENTURE COVERAGE CERTIFICATE City of Fayetteville, Arkansas Series 2026 Sales and Use Tax Capital Improvement and Refunding Bonds Date:________________________ TO: Simmons Bank, as Trustee This certificate is provided pursuant to the provisions of Section 212 of the Trust Indenture dated as of ___________ 1, 2026 (the “Indenture”), by and between the City of Fayetteville, Arkansas (the “Issuer”) and you, as trustee, in connection with the proposed issuance of Additional Bonds. In connection with such issuance or drawdown, the undersigned certifies as follows: (a) Receipts of the 1.00% Sales and Use Tax for the preceding twelve (12) months*: $___________ (b) Maximum Annual Debt Service on all Outstanding Bonds and Subordinate Obligations, plus the proposed Additional Bonds: $___________ (c) (a) divided by (b) = ______% (which is greater than 150%) * Receipts of the Existing Tax (as defined in the Indenture) may be included as receipts of the Sales and Use Tax for all or any portion of the most recent twelve (12) month period during which the Sales and Use Tax (as defined in the Indenture) was not being collected. The undersigned hereby certifies that he is authorized to deliver this Certificate on behalf of the Issuer. No Event of Default exists under the Indenture and, to the knowledge of the undersigned, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture. CITY OF FAYETTEVILLE, ARKANSAS By:_______________________________________ Chief Financial Officer Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E C-1 4920-7269-1379.2 EXHIBIT C TO TRUST INDENTURE REQUISITION City of Fayetteville, Arkansas Series 2026 Sales and Use Tax Capital Improvement and Refunding Bonds Date:________________________ Requisition No.:_______________ TO: Simmons Bank, as Trustee Pursuant to the provisions of Section 502 of the Trust Indenture dated as of ___________ 1, 2026 (the “Indenture”), by and between the City of Fayetteville, Arkansas (the “Issuer”) and you, as trustee, you are authorized to make the following described payment directly to the Payee named below (or to reimburse the City for making such payment) from the __________ Project Account of the Project Fund: Name and Address of Payee: ____________________________________ ____________________________________ ____________________________________ Amount of Payment: $___________________________________ General Classification of the Expenditures: ____________________________________ ____________________________________ ____________________________________ The undersigned hereby certifies that he is authorized to deliver this Requisition on behalf of the Issuer. The amount requested hereunder has not been the basis for any previous Requisition by the Issuer and is justly due and owing to the person(s) named herein as a proper payment or reimbursement of a Project Cost with respect to the ____________ Project. No Event of Default exists under the Indenture and, to the knowledge of the undersigned, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. CITY OF FAYETTEVILLE, ARKANSAS By:_______________________________________ Authorized Representative Docusign Envelope ID: 4175B64C-BF90-82CD-83E6-AB17E6123A1E