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HomeMy WebLinkAboutOrdinance 5693ORDINANCE NO. 5693 AN ORDINANCE TO APPROVE THE FIFTH AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER FOUNDATION, INC., THE SIXTH AMENDMENT OF THE ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER COUNCIL, INC. AND THEIR AMENDED BYLAWS, AND THE AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT BETWEEN THE UNIVERSITY OF ARKANSAS AND THE CITY OF FAYETTEVILLE WHEREAS, the University of Arkansas and City of Fayetteville incorporated the Walton Arts Center Council and Foundation in 1987 pursuant to their Interlocal Cooperation Agreement of December 9,1986; and WHEREAS, the Articles of Incorporation have been amended several times and need a fairly comprehensive amendment now to both ensure the continued vitality and viability of "the Walton Arts Center on Dickson Street in a manner that is generally commensurate with the quality and quantity of performances and activities occurring prior to 2013" and to authorize the Walton Arts Center's right to expand its performance venues into Bentonville and Rogers; and WHEREAS, the Amended and Restated Interlocal Cooperation Agreement together with proper amendments to the Articles of Incorporation of Walton Arts Center Council, Inc. and Walton Arts Center Foundation, Inc. should assist in the campaign to ensure completion of the Walton Arts Center enlargement and enhancement project; and WHEREAS, the University of Arkansas Board of Trustees, the Walton Arts Center Council, Inc. Board of Trustees and the Walton Arts Center Foundation, Inc. Board of Trustees have approved this Amended and Restated Interlocal Cooperation Agreement for the Walton Arts Center as well as the Amended Articles of Incorporation and Bylaws for the Council and Foundation. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby approves the Fifth Amendment to the Articles of Incorporation of the Walton Arts Center Foundation, Inc., the Sixth Amendment to the Articles of Incorporation of the Walton Arts Center Council, Inc. and their amended Bylaws, and the Amended and Restated Interlocal Cooperation Agreement between the University of Arkansas and the City of Fayetteville. Page 2 Ordinance No. 5693 PASSED and APPROVED this 1St day of July, 2014. � ; �' •�� -�� FAYETTEVILLE; r 9 PG' •�: ATTEST: ,',I ; 'W `,` By: SONDRA E. SMITH, City Clerk/Treasurer Don Marr Submitted By City of Fayetteville Item Review Form 2014-0245 Legistar File Number 06/17/2014 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item Action Required: Mayor's Office. Department An Ordinance to approve the amended Governance documents (Sixth Amendment to the Articles of Incorporation of the Walton Arts Center Council, Inc. and the Fifth Amendment to the Articles of Incorporation of the Walton Arts Center Foundation, Inc.) Does this item have a cost? NO Cost of this request Category or Project Budget Account Number Funds Used to Date $0.00 Project Number Remaining Balance Budgeted Item? Budget Adjustment Attached? Previous Ordinance or Resolution # Original Contract Number: Comments: C-11 31 i- Ivy .......... ... . . 40 iii Program or Project Name Program or Project Category Fund Name V20130812 CITY OF • T e evle ARKANSAS TO: City Council Members THRU: Mayor Jordan p/i Kit Williams Ci AAtorn ty ey FROM: Don Marr, Chief of Staff DATE: May 30, 2014 STAFF MEMO SUBJECT: 2014-0245 New Inter -local Agreement with U of A, Governance Documents for Walton Arts Center RECOMMENDATION: Staff recommends approval of the New Interlocal Agreement with U of A, Governance Documents for the Walton Arts Center Council Inc. BACKGROUND: See the City Attorney Memo dated May 15th, 2014 for the history and specific details of this request. The Memo is attached within this packet to this Staff Memo for the Agenda Item DISCUSSION: Pulled excerpts from the City Attorney Memo of 5/15/2014: The Sixth Amendment to the Articles of Incorporation of the Walton Arts Center Council, Inc. (A) Removes the designation that the Council is agent of the University and City; (B) Broadens its "Purposes" Article from only maintaining and operating the Walton Arts Center on Dickson Street to constructing and operating a new Arts facility in Bentonville, the AMP in Rogers, and in cooperation with the U of A possible venues on campus; (C) Preserves the current level of performances at the Walton Arts Center on Dickson; (D) Preserves the City and University's power to appoint five (5) members each of the nineteen member board of directors and empowers the Walton Family Foundation to appoint the other nine members rather than having these be "self-appointed" by the other board members. .....All members of the board of Directors should then be responsible and hopefully responsive to the U of A, the City, or the Walton Family Foundation. The Fifth Amendment to the Articles of Incorporation of the Walton Arts Center Foundation, Inc. (A) Broadens its purposes from fundraising solely for the Walton Arts Center on Dickson Street to fundraising for the proposed Bentonville facility, Rogers AMP, etc. Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 (B) Authorizes the Foundation to return the initial deposit of $1.5 million dollars of City General Funds to begin the Foundation to the City, to be used to help pay for the Parking Deck, the Walton Arts Center headquarters building, the expansion project or other needs. Once this $1.5 million is returned to the City, the Foundation no longer needs to be our agent for constitutional reasons and its agency status will be terminated. (C) Removes the never used power of the U of A Chancellor or the Fayetteville Mayor to basically veto the entire annual budget of the Foundation and Council BUDGET/STAFF IMPACT: There is no staff or additional budgetary impact from this governance change Attachments: City Attorney Memo May 15, 2014 Walton Arts Center Council, Inc Memorandum May 30, 2014 New Inter -local Agreement - Sixth Amendment of the Articles of Incorporation of the Walton Arts Center Council, Inc. - Fifth Amendment of the Articles of Incorporation of the Walton Arts Center Foundation Inc. 2 OFFICE OF 'THE, CITY ATTORNEY TO: Mayor Jordan City Council CC: Don Marr, Chief of Staff Paul Becker, Finance Director FROM: Kit Williams, City Attorneys DATE: May 15, 2014 Kit Williams City Attorne'I Slake Pennington Assistant City Attorney Patti Mulford Paralegal RE: New Interlocal Agreement with U of A, Governance Documents for Walton Arts Center, and Lease INITIAL MEETINGS About a year ago, representatives from the Walton Arts Center met with Mayor Jordan and requested a very significant change in how the Walton Arts Center would be governed and managed. Mayor Jordan could not agree to this initial proposal which would have removed most of the City's power and authority. However, he wanted to work with our most generous partner, the Walton Family Foundation, in an effort to preserve the Walton Arts Center's vitality, usefulness, and activity that is so important to our Entertainment District and the quality of life for Fayetteville. This goal to preserve the Walton Arts Center's viability has been our constant lodestar through a year of negotiations. We then had a meeting with the Chancellor, the U of A Legal Counsel Scott Varady, the Chair of the Walton Arts Center Council (Greg Lee) and other members of the WAC Council including Jeff Gearhart. With its planned expansion into Bentonville to build a larger Arts Center 1 !g v auditorium and its movement of the Arkansas Music Pavilion into Rogers, the Walton Arts Center, Inc. needed to change its Articles of Incorporation to broaden its allowed purposes which are currently limited to solely operating and maintaining the Walton Arts Center on Dickson Street. Mayor Jordan then met with representatives of the Walton Family Foundation who expressed their desire and willingness to help our Walton Arts Center in Fayetteville to continue to thrive, but wished that the WAC Council and WAC Foundation would no longer be denoted as "agents" of the City or University. By law, an agent owes its principals (the City and University) a fiduciary duty of utmost good faith and loyalty. The Walton Arts Center staff and the Walton Family Foundation were concerned that the City or University might someday try to exercise our rights as principals to hinder its planned expansion out of Fayetteville into Bentonville and Rogers. PRINCIPAL GOALS OF THE CITY Mayor Jordan was willing to accommodate the desires of the Walton Family Foundation (as the Walton Arts Center's major regular donor) and the Walton Arts Center Council if we received enforceable assurances and commitments to preserve the Dickson Street Walton Arts Center in a manner similar to its use of the last few years. In other words, we believed we should receive legal commitments that once a new and larger facility was constructed in Bentonville, the Walton Arts Center on Dickson Street would not be relegated to second class status without Broadway musicals, etc. NEGOTIATIONS WITH WALTON ARTS CENTER AND U OF A ATTORNEYS I met with and worked for several months with U of A Counsel Scott Varady and Walton Arts Center, Inc.'s Counsel Marshall Ney to try to meet everyone's expectations and goals. I consulted frequently with Mayor Jordan and Chief of Staff Don Marr to ensure the proposed changes to the Articles of Incorporation of Walton Arts Center Council, Inc., the Articles of Incorporation of the Walton Arts Center Foundation, Inc., their By Laws, K the U of A and City Interlocal Cooperation Agreement, and the new Lease Agreement were acceptable and headed in the right direction. Please keep in mind that all documents were the result of careful and thoughtful negotiations and compromises. None of the interested parties: (1) The City of Fayetteville; (2) University of Arkansas; (3) Walton Arts Center Council, Inc.; (4) Walton Arts Center Foundation, Inc. or (5) Walton Family Foundation could just dictate a final agreement. We all had to honor each party's legitimate and reasonable concerns. I can now report to you that I believe we have achieved a balanced agreement that satisfies the concerns and wishes of all parties and protects our Walton Arts Center. SUMMARY OF IMPORTANT CHANGES (1) The Sixth Amendment to the Articles of Incorporation of the Walton Arts Center Council, Inc. (A) Removes the designation that the Council is agent of the University and City. (B) Broadens its "Purposes" Article from only maintaining and operating the Walton Arts Center on Dickson Street to constructing and operating a new Arts facility in Bentonville, the AMP in Rogers, and in cooperation with the U of A possible venues on campus. (C) Preserves the current level of performances at the Walton Arts Center on Dickson with the following language: "To expand and renovate the existing Walton Arts Center in Fayetteville as currently proposed by the Walton Arts Center Council, Inc., and after the construction and opening of the performing arts venue in Bentonville, to continue to obtain funding for, operate, manage and maintain the Walton Arts Center on Dickson Street in a manner that is generally commensurate with the quality and quantity of performances and activities occurring prior to 2013. In determining whether this standard is 3 met, the City of Fayetteville and the University of Arkansas may take into account the quality, type and number of performances and activities occurring at the Dickson Street facility, including the quality, type and number of: (i) Broadway Musicals and performances; (ii) other theatrical, dance and musical performances; (iii) concert performances and (iv) educational programs." (D) Preserves the City and University's power to appoint five members each of the nineteen member board of directors and empowers the Walton Family Foundation to appoint the other nine members rather than having these be "self-appointed" by the other board members. This is a good change since all members of the Board of Directors should then be responsible and hopefully responsive to the U of A, City, or Walton Family Foundation. (2) The Fifth Amendment to the Articles of Incorporation of the Walton Arts Center Foundation, Inc. (A) Broadens its purposes from fundraising solely for the Walton Arts Center on Dickson Street to fundraising for the proposed Bentonville facility, Rogers AMP, etc. (B) Authorizes the Foundation to return the initial deposit of $1.5 million dollars of City General Funds to begin the Foundation to the City to be used to help pay for the Parking Deck, the Walton Arts Center headquarters building, the expansion project or other needs. Once this $1.5 million is returned to the City, the Foundation no longer needs to be our agent for constitutional reasons and its agency status will be terminated. (C) Removes the never used (and probably never usable) power of the U of A Chancellor or Fayetteville Mayor to basically veto the entire annual budget of the Foundation and Council. 11 (3) Lease Agreement. The original twenty five year Lease Agreement of 1992 (which would expire on March 30, 2017, subject to renewal options of the Walton Arts Center) has been amended, restated and basically set to begin again upon its approval for a new 25 year term. (A) Establishes from its new 25 year term which will not end until 2039. (B) Requires the Walton Arts Center to begin a capital fundraising campaign to renovate and enlarge the Walton Arts Center on Dickson Street. (C) Removes the area of the Parking Deck from the lease to ensure the City can manage and receive parking revenue (pledged to the Parking Revenue Bond) for the parking deck (built by those bonds). (D) Warrants that the Walton Arts Center Council, Inc. "(a)t all times during the Term, shall operate, manage and maintain the Walton Arts Center on Dickson Street in a manner that is generally commensurate with the quality and quantity of performances and activities occurring prior to 2013. In determining whether this standard is met, the City of Fayetteville and the University of Arkansas may take into account the quality, type and number of performance and activities occurring at the Dickson Street facility, including the quality, type and number of: (i) Broadway Musicals and performances; (ii) other theatrical, dance and musical performances; (iii) concert performances and (iv) educational programs." 5 COOPERATION WITH U OF A (City Attorney's Update to May 15thMemo) Rather than a quitclaim deed, the University is willing to supply the City a long term lease for the parking deck area for nominal consideration. This prevents some fire code issues and ensures the City's management rights for the parking deck. May 30, 20I4 ul u � G • ►It lu TO: Mayor Lioneld Jordan Fayetteville City Council FROM: Walton Arts Center Council Greg Lee, Chair Dear Mayor and Fayetteville City Council Members, On May I9, 20I4, the Walton Arts Center Council and the Walton Arts Center Foundation approved the adoption of amended governance documents as follows for the WAC Council and Foundation: (a) Fifth Amendment to the Articles of Incorporation of the Walton Arts Center Foundation, Inc. (b) the Sixth Amendment to the Articles of Incorporation of the Walton Arts Center Council, Inc. (c) the Amended and Restated Interlocal Cooperation Agreement (d) the Amended and Restated Bylaws of Walton Arts Center Council, Inc. (e) the Amended and Restated Lease between the University of Arkansas/City of Fayetteville and Walton Arts Center Council, Inc. A summary of the effective changes of these documents is attached, as are the draft documents. The Walton Arts Center Council further recommended that the Walton Arts Center Foundation authorize the return of the City's initial $ I.S million investment to the WAC Foundation as an operating endowment to the City for use in the Spring Street Municipal Parking Deck. The original purpose of the funds was to provide income, through use of their earnings in the endowment, to WAC for operating expenses. The funds have been used in this manner to date. The Walton Arts Center Foundation authorized this return of funds, for reinvestment into the Spring Street Municipal Parking Deck. As per the existing bylaws, we are requesting approval of the above changes from the City Council and the University of Arkansas Board of Trustees (the UA Trustees approved these amendments at their May 20I4 meeting. We ask that the Fayetteville City Council review and approve these documents so that they may take effect. May 30, 2014 Reasons for the Governance Changes: Several changes are being proposed to the Governance structure of Walton Arts Center (WAC) in order to clarify existing documents and ensure that WAC can continue to achieve its mandate of serving the arts needs of all residents of Northwest Arkansas. There are two key goals to the changes: 1) ensure clarity and flexibility for WAC to continue to meet growing arts and entertainment desires of the region, and 2) affirm and support the original partnership of the UA and City. Summary of Document Changes • The changes provide WAC and WAC Foundation with: o Absolute clarity around the ability for WAC to expand its programs to other venues throughout NWA; o Confirmation that budget and operational oversight rests exclusively with the WAC Council; o Removal of the principal/agency relationship that currently exists among WAC, the City and the UA; o The WAC Council will continue to have broad regional representation with the acknowledgment of the significant contributions and ongoing support of the Walton Family, with the Walton Family Foundation having appointments to the WAC Council of 9 regional representatives, to serve alongside the City and UA's 5 members appointed respectively. o Ability for WAC Council to grow proportionally to 38 members o The WAC Foundation will no longer be an agent of the City, and the City will no longer have appointments to the Foundation. • In addition, the following protective provisions for the City/UA are included: o The Articles of Incorporation of WAC have been amended to provide assurances regarding the quality and quantity of performances occurring at the Dickson Street facility. The Lease among WAC, the City and the UA contains an identical covenant. Compliance with these programming assurances can be enforced directly by the City or the UA. o The City and the UA will collectively appoint a majority of the members of the Board of WAC, with each retaining the right to appoint 5 members (or a total of 10 out of 19). o While the WAC Council may modify the bylaws from time to time, no changes to the bylaws may be made that are inconsistent with or undermine the protective provisions contained in the Articles of Incorporation. o The Foundation will return the City's original gift of $1.5 million currently in WAC's operating endowment, and those funds will be reinvested in the parking deck project adjacent to WAC. A New Lease between the City/UA/WAC o WAC has maintained a Lease with the City of Fayetteville and the UA for the Dickson Street facility since 1992. That Lease is scheduled to expire in 2017. o In order to ensure the long-term stability and viability of the Dickson Street facility and to support the upcoming major renovation of the facility, WAC, the City, and the UA have proposed a new long-term Lease. The new lease is also needed due to the addition of the municipal parking deck being built on land currently under lease by WAC. o The new lease will reflect the changes in the governing documents, specifically providing assurances regarding the quality and quantity of performances occurring at the Dickson Street facility. o The term of the new Lease will be for an additional 25 years. ORDINANCE NO. AN ORDINANCE TO APPROVE THE FIFTH AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER FOUNDATION, INC., THE SIXTH AMENDMENT OF THE ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER COUNCIL, INC. AND THEIR AMENDED BYLAWS, AND THE AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT BETWEEN THE UNIVERSITY OF ARKANSAS AND THE CITY OF FAYETTEVILLE WHEREAS, the University of Arkansas and City of Fayetteville incorporated the Walton Arts Center Council and Foundation in 1987 pursuant to their Interlocal Cooperation Agreement of December 9, 1986; and WHEREAS, the Articles of Incorporation have been amended several times and need a fairly comprehensive amendment now to both ensure the continued vitality and viability of "the Walton Arts Center on Dickson Street in a manner that is generally commensurate with the quality and quantity of performances and activities occurring prior to 2013" and to authorize the Walton Arts Center's right to expand its performance venues into Bentonville and Rogers; and WHEREAS, the Amended and Restated Interlocal Cooperation Agreement together with proper amendments to the Articles of Incorporation of Walton Arts Center Council, Inc. and Walton Arts Center Foundation, Inc. should assist in the campaign to ensure completion of the Walton Arts Center enlargement and enhancement project; and WHEREAS, the University of Arkansas Board of Trustees, the Walton Arts Center Council, Inc. Board of Trustees and the Walton Arts Center Foundation, Inc. Board of Trustees have approved this Amended and Restated Interlocal Cooperation Agreement for the Walton Arts Center as well as the Amended Articles of Incorporation and Bylaws for the Council and Foundation. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby approves the Fifth Amendment to the Articles of Incorporation of the Walton Arts Center Foundation, Inc., the Sixth Amendment to the Articles of Incorporation of the Walton Arts Center Council, Inc. and their amended Bylaws, and the Amended and Restated Interlocal Cooperation Agreement between the University of Arkansas and the City of Fayetteville. PASSED and APPROVED this 17th day of June, 2014. APPROVED: ATTEST: By: LIONELD JORDAN, Mayor Page 2 Ordinance No. By: SONDRA E. SMITH, City Clerk/Treasurer AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT THIS AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT ("Agreement") is made and entered into between the Board of Trustees of the University of Arkansas for the University of Arkansas, Fayetteville (the "University of Arkansas") and the City of Fayetteville, Arkansas (the "City") under the authority of Act 430 of 1967, codified as Ark. Code Ann. §§ 25-20-102 et seq. and agreed to by the Walton Arts Center Council, Inc. (the "Walton Arts Center") and the Walton Arts Center Foundation, Inc. (the "Foundation"). WITNESSETH: WHEREAS, during 1985 and 1986 representatives of the University of Arkansas and the City met to form a committee in order to explore the possibility of a joint venture for the construction and usage of a multi-purpose center for the arts facility in northwest Arkansas (the "Joint Arts Center Committee"); WHEREAS, the Joint Arts Center Committee recommended that a center for the arts facility be constructed, owned and operated jointly by the City and the University of Arkansas to serve the arts needs of northwest Arkansas; WHEREAS, the University of Arkansas and the City entered into an Interlocal Cooperation Agreement dated December 9, 1986 (the "Base Agreement"), which authorized the creation of a non-profit corporation now known as Walton Arts Center Council, Inc. for the construction and operation of a center for the arts; WHEREAS, the Base Agreement was subsequently amended by a First Amendment to Interlocal Cooperation Agreement dated April of 1990 (the "First Amendment") and was further amended by a Second Amendment to Interlocal Cooperation Agreement approved by the 3286220.1 City on October 19, 1993 and by the University of Arkansas on June 1, 1993 (the "Second Amendment"); WHEREAS, the Base Agreement, First Amendment and Second Amendment are referred to collectively in this Agreement as the "Original Agreement'; WHEREAS, a center for the arts facility and related structures and improvements were constructed pursuant to the terms of the Original Agreement and such facility is currently operated by Walton Arts Center; WHEREAS, the continued purpose and mission of the Walton Arts Center and the Foundation has been and is to facilitate, promote, and serve the arts needs of the residents of Northwest Arkansas; WHEREAS, the Walton Arts Center has achieved outstanding success in its purpose and mission. In order to continue to (i) serve as an arts and cultural beacon for residents of Northwest Arkansas, (ii) meet the requests of outside donors, and (iii) fulfill its overall duty to the residents of Northwest Arkansas and the state of Arkansas, it is necessary to clarify the mandate and role of the Walton Arts Center so as to permit it to operate other facilities and venues throughout Northwest Arkansas (such region being broadly defined to include Washington, Benton, Carroll and Madison Counties) and the state of Arkansas in general; and WHEREAS, it is necessary to amend and restate the Original Agreement in its entirety for the following reasons: (a) to reflect the success of the Walton Arts Center; (b) to permit the Walton Arts Center and its governing board to continue to conduct business as a separate, free- standing non-profit corporation whose purpose is to serve the arts needs of Northwest Arkansas; and (c) to confirm that the Walton Arts Center is no longer to be the agent of the University of Arkansas or City of Fayetteville nor restricted pursuant to the terms of the Original Agreement, 3286220.1 but only must comply with the terms of this new Lease Agreement being entered into in 2014 (the "2014 Lease Agreement") and its Amended Articles of Incorporation. NOW, THEREFORE, the Original Agreement is amended and restated in its entirety as provided below. ARTICLE I The Walton Arts Center shall have full and complete authority to manage, operate, and maintain the Walton Arts Center in Fayetteville, Arkansas pursuant to its 2014 Lease Agreement and Articles of Incorporation. The Walton Arts Center shall also have full authority to manage, operate and maintain such other facilities in Northwest Arkansas pursuant to its powers and duties contained in its Articles of Incorporation to serve the arts needs of residents of Northwest Arkansas. The purposes, powers and duties of the Walton Arts Center shall be those set out in the Amended and Restated Articles of Incorporation and By-laws. The separate non-profit corporation, Walton Arts Center Foundation, Inc., now in existence, shall maintain an endowment and pay over to the Walton Arts Center a portion of that endowment or the income or earnings from it not less than annually for the construction, operation, management, and maintenance of Walton Arts Center facilities and programming in Northwest Arkansas, subject to the qualification set forth in Article II below. ARTICLE II FINANCIAL CONDITIONS/TERMS The Foundation shall return or use the Three Million Dollars ($3,000,000.00) contributed by the University of Arkansas and City of Fayetteville to begin the Foundation as follows. Regarding the $1.5 million contribution by the City of Fayetteville to initially fund the Foundation (along with the $1.5 million from the University of Arkansas), the Foundation is 3286220.1 empowered to and shall return this $1.5 million to the City of Fayetteville for the City's use for its construction of the Parking Deck to be built on a portion of Block Six (6) of the Original Plat of the Town of Fayetteville, Arkansas (upon which the Walton Arts Center is located on a remaining portion of Block Six) or as otherwise determined by the Fayetteville City Council. Once this $1.5 million has been returned to the City, the Foundation shall no longer be an agent of the City of Fayetteville. Regarding the deposit of the $1.5 million contributed by the University of Arkansas to initially fund the Foundation, the Foundation is empowered to maintain or, with the. University of Arkansas' consent, expend the funds for the proposed enlargement and enhancement project for the Walton Arts Center on Dickson Street. Once these funds have been fully used for the project, the Foundation shall no longer be the agent of the University of Arkansas. Any real property currently used or occupied by the Walton Arts Center in the City shall only serve as collateral for a loan or for bonded indebtedness for an existing or new Walton Arts Center facility in the City, if approved in writing by the City. Simultaneous with the execution of this Agreement, the Walton Arts Center will enter into an amended lease agreement, referred to in this Agreement as the 2014 Lease Agreement, with the University of Arkansas and the City to memorialize the financial and programming commitment the Walton Arts Center will make to the City and the University of Arkansas during the term of the 2014 Lease Agreement. ARTICLE III DURATION/REPORTS The Foundation shall provide a general financial report to the City so long as it continues to have in its possession any portion of the initial $1.5 million contribution from the City, and to 3286220.1 the University of Arkansas so long as it continues to have in its possession any portion of the initial $1.5 million contribution from the University of Arkansas. ARTICLE IV DISSOLUTION In the event of dissolution of the Walton Arts Center or the Foundation, all of the net assets of the dissolved corporation shall be distributed and paid out for such charitable purposes as may be determined by the governing documents of the corporation, but otherwise in accordance with the provisions of the Arkansas Non -Profit Corporation Ark. Code Ann. § 4-28- 201, as amended, and the Internal Revenue Code. ARTICLE V BINDING AGREEMENT This Agreement shall be binding upon the parties hereto, their successors and assigns and may be signed in one or more counterparts each of which, when taken together, constitutes one agreement. CITY OF FAYETTEVILLE: Approved by Resolution adopted by the Fayetteville City Council on the _ day of 2014. LIONELD JORDAN, MAYOR ATTEST: 3286220.1 SONDRA SMITH, CITY CLERK BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS: Approved by Resolution adopted by the Board of Trustees of the University of Arkansas on this day of , 2014. JIM VON GREMP, CHAIRMAN BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS ATTEST: JANE ROGERS, SECRETARY BOARD OF TRUSTEES OF THE WALTON ARTS CENTER COUNCIL, INC.: Approved by Resolution adopted by the Board of Trustees of the Walton Arts Center Council, Inc. on the day of , 2014. GREG LEE, CHAIRMAN BOARD OF TRUSTEES OF THE WALTON ARTS CENTER COUNCIL, INC. BOARD OF TRUSTEES OF THE WALTON ARTS CENTER FOUNDATION, INC.: Approved by Resolution adopted by the Board of Trustees of the Walton Arts Center Foundation, Inc. on the day of , 2014. JERRY VEST, CHAIRMAN BOARD OF TRUSTEES OF THE WALTON ARTS CENTER FOUNDATION, INC. 3286220.1 SIXTH AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER COUNCIL INC. RECITALS AND PURPOSES PREAMBLE WHEREAS, on January 19, 1987, the University of Arkansas and the City of Fayetteville initially formed and filed the Articles of Incorporation of the nonprofit corporation now entitled The Walton Arts Center Council, Inc. to construct, operate, manage and maintain the Walton Arts Center facility on Dickson Street and related facilities in Fayetteville, Arkansas; and WHEREAS, using revenues from the University, the City and citizens of Fayetteville and donations from foundations and citizens, the Walton Arts Center Council, Inc. successfully constructed the Walton Arts Center and adjoining facilities and has managed, maintained and operated the Walton Arts Center for decades to present excellent performing arts, entertainment and education for residents and students of Northwest Arkansas; and WHEREAS, the regional demand for increased performing arts and entertainment opportunities has created the need and desire to construct, renovate, enlarge and adapt the Walton Arts Center in Fayetteville and otherwise improve regional performing arts and entertainment opportunities in a number of ways, which may include: (a) the renovation and enlargement of the Walton Arts Center in Fayetteville; (b) the construction of a performing arts venue in Bentonville; Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 2 (c) the construction of a music pavilion in Rogers to house the Arkansas Music Pavilion; and (d) with the express consent of the University of Arkansas, to collaborate and cooperate with the University of Arkansas in Fayetteville for the possible enhancement, remodeling, adaptation, and use of University of Arkansas owned facilities for performance or entertainment venues. WHEREAS, the need to expand the construction, use and operation of performing arts and entertainment venues within the two county area of Washington and Benton Counties in Northwest Arkansas should be reflected and made an express purpose of the Walton Arts Center Council by placing this expanded purpose within the Articles of Incorporation of the Walton Arts Center Council, Inc. by redrafting Articles Three (3) and Eight (8); and because Amendments to most of these Articles of Incorporations should be made quicker and easier, the requirement that the Fayetteville City Council and University of Arkansas Board of Trustees must approve every amendment should be changed by redrafting Article Eleven (11). NOW THEREFORE, WE THE UNDERSIGNED, constituting at least two-thirds of the membership of The Board of Directors of THE WALTON ARTS CENTER COUNCIL, INC., at a regular meeting of the Board of Directors held on , 2014, pursuant to the authority granted in the ELEVENTH Article of the Articles of Incorporation, do hereby amend the Articles of Incorporation of the Corporation with the agreement and consent of the University of Arkansas and the City of Fayetteville as follows: 1. The THIRD Article shall be amended by deleting subparagraphs (a) (b) (c) (d) (e) (h) 0) in their entirety and substituting the following therefore and adding a new (r): Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 3 THIRD: The purposes for which this corporation is organized and the activities proposed to be transacted, promoted or carried on are as follows: (a) To have all powers and authorities set forth in or contemplated by the Arkansas Nonprofit Corporation Act, A.C.A. §§ 4-28-201 et seq. and any amendments thereto and to fulfill a mission to bring great performing artists and entertainers into Northwest Arkansas and thereby to connect, educate and engage our residents through inspiring arts experiences. (b) (1) To expand and renovate the existing Walton Arts Center in Fayetteville as currently proposed by the Walton Arts Center Council, Inc., and after the construction and opening of the performing arts venue in Bentonville, to continue to obtain funding for, operate, manage and maintain the Walton Arts Center on Dickson Street in a manner that is generally commensurate with the quality and quantity of performances and activities occurring prior to 2013. In determining whether this standard is met, the City of Fayetteville and the University of Arkansas may take into account the quality, type and number of performances and activities occurring at the Dickson Street facility, including the quality, type and number of. (i) Broadway Musicals and performances; (ii) other theatrical, dance and musical performances; (iii) concert performances and (iv) educational programs. (2) To obtain funding for, operate, manage and maintain a performing arts venue in Bentonville. Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 4 (3) To obtain funding for, operate, manage and maintain a music pavilion in Rogers for the Arkansas Music Pavilion. (4) To explore mutually agreeable opportunities for collaboration and cooperation with the University of Arkansas for facilities owned and/or operated by the University of Arkansas that with the express consent of the University may occasionally be used as venues for musical and entertainment performances. (c) To promote and facilitate the exposure to and education about the performing arts for Washington and Benton County primary, secondary and college level students by making its performing arts venues available at reduced fees for special performances or classes for such students and to also promote and facilitate exposure to the performing arts and related fields generally, including working in collaboration with other performing arts venues throughout the State of Arkansas. (d) To employ a President/CEO for the Walton Arts Center and all other performing arts venues and related facilities managed by the Walton Arts Center Council, Inc. and to employ such other agents and employees as the Council deems proper and advisable. (e) To promulgate reasonable rules and regulations for the operation and use of the Walton Arts Center and all other performing arts venues and related facilities, including where appropriate, to set reasonable fees for use of such venues, assuring always that the greatest access to the venues shall be provided for users and user groups. Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 5 (h) To enlist volunteers to assist in the promoting and assisting in the activities for the Walton Arts Center and all other performing arts venues managed by the Walton Arts Center Council. 0) To acquire by gift, lease, purchase, or otherwise, and to hold, own or lease any real, personal or mixed property, for the uses and benefit of the Walton Arts Center, the proposed larger performance arts facility in Bentonville and all other facilities that will be constructed, maintained or managed by the Walton Arts Center Council; and to solicit and receive contributions, and to engage in fund-raising activities for the benefit of the Walton Arts Center, the proposed larger performance arts facility in Bentonville and all other facilities that will be constructed, maintained or managed by the Walton Arts Center Council. Any funds received may be turned over to the Walton Arts Center Foundation, Inc., for investment and management. (r) This corporation is a public benefit corporation. 2. The SIXTH Article shall be amended by deleting the SIXTH Article and substituting the following therefore: SIXTH: The registered agent of the corporation shall be the President/CEO of the Walton Arts Center, 229 N. School Avenue, Fayetteville, AR 72701, who is currently Peter Lane. The Walton Arts Center Council Board of Directors may designate the name of the new registered agent for service of process upon the appointment of a new or interim President without the need for any approval by the City or University by properly filing such new agent's name with the Secretary of State. Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 6 3. The EIGHTH Article shall be amended by deleting subparagraphs (c) and (d) and substituting the following therefore: (c) The Walton Family Foundation may appoint nine additional Directors to serve as at large members, each of whom must be a resident of the Northwest Arkansas region. All Directors, from whomever or wherever appointed, shall have demonstrated the ability to function as a Director of this Corporation in the interest of its regional goals; shall possess a demonstrated interest in furthering the presentation and appreciation of all types of artistic endeavor; and shall have expressed a desire to further the goals and policies of the Walton Arts Center Council, Inc. through thoughtful and dedicated services on the Board. The initial Directors to be appointed by the Walton Family Foundation shall be appointed as the terms of the previous Directors appointed by the Board of Directors expire. Directors appointed by the Walton Family Foundation may be removed by the Walton Family Foundation at any time with or without cause. (d) Notwithstanding the limiting language in (a), the Board of Directors may increase the total number of Directors in increments of four with one of the additional members being appointed by the University, one by the City and two by the Walton Family Foundation. 4. The ELEVENTH Article shall be amended by deleting the ELEVENTH Article and substituting the following therefore: ELEVENTH: These Articles of Incorporation may be amended by the approving vote of no less than two-thirds (2/3) of all directors of the Corporation provided, however, that no amendment to the Recitals and Purposes Section as well as Articles Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 7 Three, Eight, Nine and Eleven shall be effective until it has been approved by the Fayetteville City Council, by the Board of Trustees of the University of Arkansas and by the Walton Family Foundation. The Walton Family Foundation, the City of Fayetteville and/or the University of Arkansas in Fayetteville shall individually or jointly have proper standing and legal authority to enforce compliance of the Walton Arts Center Council, Inc. Board of Directors with the purposes of this corporation as stated in Article Three by request for an injunction in the Washington County Circuit Court. FIFTH AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER FOUNDATION INC In order to broaden the purposes for which this corporation currently operates to include managing and investing funds for the operation of the proposed Bentonville performing arts venue, the Arkansas Music Pavilion in Rogers, various venues on the University of Arkansas campus as well as the existing Walton Arts Center and related facilities in Fayetteville, and after the planned expansion and enhancement of the Walton Arts Center on Dickson Street as presented to the Fayetteville voters in 2013 is completed, the construction, acquisition and/or operation of other facilities to meet the arts and entertainment needs of Northwest Arkansas as determined by the Walton Arts Center Council, Inc., WE, THE UNDERSIGNED, constituting at least two-thirds of the membership of the Board of THE WALTON ARTS CENTER FOUNDATION, INC., at a meeting of the Board of Directors, pursuant to the authority granted in the ELEVENTH Article of the Articles of Incorporation, do hereby amend the Articles of Incorporation of said Corporation as follows: 1. The THIRD Articles which states the purposes and authorized activities of the corporation is hereby amended by deleting subparagraphs (b) (c) (e) (f) and (g) and substituting the following subparagraphs therefore and adding a new subparagraph (n): Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 2 THIRD: The purposes for which this corporation is organized and the activities proposed to be transacted, promoted or carried on by it are as follows, to wit: (b) To acquire by gift, lease, purchase, or otherwise, and to hold, own or lease any real, personal or mixed property, for the uses and benefit of the Walton Arts Center in Fayetteville, the proposed new performing arts venue in Bentonville, the Arkansas Music Pavilion in Rogers, and various performance arts and entertainment venues on the University of Arkansas campus, with its consent, and after the planned expansion and enhancement of the Walton Arts Center on Dickson Street as presented to the Fayetteville voters in 2013 is completed, the construction, acquisition and/or operation of other facilities to meet the arts and entertainment needs of Northwest Arkansas as determined by the Walton Arts Center Council, Inc.; to receive, invest, reinvest and manage funds received from the University of Arkansas, individuals, corporations, the Walton Arts Center Council, Inc., and others as agent for the University of Arkansas and as long as those University funds remain under the control of the Walton Arts Center Foundation, Inc. Investments of funds received from the University of Arkansas shall be made in accordance with the investment policies of the University of Arkansas and the City of Fayetteville and all applicable laws of the State of Arkansas. This corporation shall promptly return to the City of Fayetteville its initial $1.5 Million investment which together with the University's $1.5 Million investment created the Foundation. This $1.5 Million dollar investment shall be returned to the City of Fayetteville for its use for the City's construction of the Parking Deck to be built on a portion of Block Six (6) of the Original Plat of the Town of Fayetteville, Arkansas (upon which the Walton Arts Center Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 3 is located on a remaining portion of Block Six) or as otherwise determined by the Fayetteville City Council. Once this $1.5 million has been returned to the City, the Foundation shall no longer be an agent of the City of Fayetteville. Regarding the deposit of the $1.5 million contributed by the University of Arkansas to initially fund the Foundation, the Foundation is empowered to maintain or, with the University of Arkansas' consent, expend the funds for the proposed enlargement and enhancement project for the Walton Arts Center on Dickson Street. Once these funds have been fully used for the project, the Foundation shall no longer be the agent for the University of Arkansas. Funds received from the Walton Arts Center Council, Inc., individuals, corporations and others may be invested in a reasonable, prudent and sound financial manner based upon a policy of this Corporation to be followed in future investment activity and any applicable requirements of law. This Corporation may employ an investment advisor to invest the assents of the Corporation in accordance with the above investment policies. (c) To establish an endowment; to use a portion of the amount appropriated for expenditure from the endowment to pay the reasonable expenses of the Corporation; to pay all or part of the remaining amount appropriated for expenditure to the Walton Arts Center Council, Inc., for the operation, maintenance and management of the Walton Arts Center in Fayetteville, the proposed performing arts venue in Bentonville and the Arkansas Music Pavilion in Rogers operated and maintained by the Walton Arts Center Council, Inc., as well as other potential performing arts venues on the University of Arkansas at Fayetteville campus with the University's consent, and after the planned Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 4 expansion and enhancement of the Walton Arts Center on Dickson Street as presented to the Fayetteville voters in 2013 is completed, and the construction, acquisition and/or operation of other facilities to meet the arts and entertainment needs of Northwest Arkansas as determined by the Walton Arts Center Council, Inc. (e) To borrow money and issue notes or other evidences of indebtedness, upon approval of the Walton Arts Center Council, Inc. (f) To receive and have the opportunity to review the annual budget of the Walton Arts Center Council, Inc., for its operations, maintenance and fundraising. (g) To sell, lease, or dispose of any property of the corporation conditioned upon approval of the Walton Arts Center Council, Inc., except that it shall not be necessary to obtain approval to sell any property which is donated, sold in the ordinary course of business, or purchased by the corporation for the purpose of immediate resale, nor to transfer property to the Walton Arts Center Council, Inc., nor to buy, sell or trade property held in an investment portfolio. (n) This corporation is a public benefit corporation. 2. The FIFTH Article shall be amended by deleting the FIFTH Article and substituting the following therefore: FIFTH: The principal office of this Corporation shall be located at 229 North School Street, Fayetteville, Arkansas 72701, or at such place as the Board of Directors of this Corporation shall from time to time designate as the location of the principal office. Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 5 3. The SIXTH Article shall be amended by deleting the SIXTH Article and substituting the following therefore: SIXTH: The registered agent of the corporation shall be the President/CEO of the Walton Arts Center, 229 N. School Avenue, Fayetteville, AR 72701, who is currently Peter Lane. The Walton Arts Center Foundation Board of Directors may designate the name of the new registered agent for service of process upon the appointment of a new or interim President/CEO without the need for any approval by the City or University by properly filing such new agent's name with the Secretary of State. 4. The EIGHTH Article shall be amended by adding the following subparagraph (c): EIGHTH: The City, University of Arkansas, Mayor and Chancellor each shall lose his/her/its right of appointment and removal upon the respective use or return of the initial $1.5 million investment made by the City and the University of Arkansas to this Corporation, with such power of appointment and removal thereafter being vested in the Walton Arts Center Council, Inc. 5. The ELEVENTH Article shall be amended by deleting the ELEVENTH Article and substituting the following therefore: ELEVENTH: These Articles of Incorporation may be amended by the approving vote of no less than two-thirds (2/3) of all directors of the Corporation provided, however, that no amendment to Articles Three, Eight, Nine and Eleven shall be effective until it has been approved by the Fayetteville City Council and by the Board of Trustees of the University of Arkansas. I AL. dr -r FIFTH AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER FOUNDATION INC. In order to broaden the purposes for which this corporation can operate to include managing and investing fiends for the operation of the proposed Bentonville performing arts venue, the Arkansas Music Pavilion in Rogers, various venues on the University of Arkansas campus as well as the existing Walton Arts Center and related facilities in Fayetteville, and after the planned expansion and enhancement of the Walton Arts Center on Dickson Street as presented to the Fayetteville voters in 2013 is completed, the construction, acquisition and/or operation of other facilities to meet the arts and entertainment needs of Northwest Arkansas as determined by the Walton Arts Center Council, Inc., _ WE, THE UNDERSIGNED, constituting at least two-thirds of the membership of the Board of THE WALTON ARTS CENTER FOUNDATION, INC., at a meeting of the Board of Directors, pursuant to the authority granted in the ELEVENTH Article of the Articles of Incorporation, do hereby amend the Articles of Incorporation of said Corporation as follows: 1. The THIRD Article which states the purposes and authorized activities of the corporation is hereby amended by deleting subparagraphs (b) (c) (e) (f) and (g) and substituting the following subparagraphs therefore and adding a new subparagraph (n): Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 2 THIRD: The purposes for which this corporation is organized and the activities proposed to be transacted, promoted or carried on by it are as follows, to wit: (b) To acquire by gift, lease, purchase, or otherwise, and to hold, own or lease any real, personal or mixed property, for the uses and benefit of the Walton Arts Center in Fayetteville, the proposed new performing arts venue in Bentonville, the Arkansas Music Pavilion in Rogers, and various performance arts and entertainment venues on the University of Arkansas campus, with its consent, and after the planned expansion and enhancement of the Walton Arts Center on Dickson Street as presented to the Fayetteville voters in 2013 is completed, the construction, acquisition and/or operation of other facilities to meet the arts and entertainment needs of Northwest Arkansas as determined by the Walton Arts Center Council, Inc.; to receive, invest, reinvest and manage funds received from the University of Arkansas, individuals, corporations, the Walton Arts Center Council, Inc., and others as agent for the University of Arkansas and as long as those University funds remain under the control of the Walton Arts Center Foundation, Inc. Investments of fiends received from the University of Arkansas shall be made in accordance with the investment policies of the University of Arkansas and the City of Fayetteville and all applicable laws of the State of Arkansas. This corporation shall promptly return to the City of Fayetteville its initial $1.5 Million deposit which together with the University's $1.5 Million deposit created the Foundation. This $1.5 Million dollar deposit shall be returned to the City of Fayetteville for its use for the City's construction of the Parking Deck to be built on a portion of Block Six (6) of the Original Plat of the Town of Fayetteville, Arkansas (upon which the Walton Arts Center is located Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 3 on a remaining portion of Block Six) or as otherwise determined by the Fayetteville City Council. Once this $1.5 million has been returned to the City, the Foundation shall no longer be an agent of the City of Fayetteville. Regarding the deposit of the $1.5 million invested by the University of Arkansas to initially fund the Foundation, the Foundation is empowered to maintain or, with the University of Arkansas' consent, expend the funds for the proposed enlargement and enhancement project for the Walton Arts Center on Dickson Street. Once these funds have been fully used for the project, the Foundation shall no longer be the agent for the University of Arkansas. Funds received from the Walton Arts Center Council, Inc., individuals, corporations and others may be invested in a reasonable, prudent and sound financial manner based upon a policy of this Corporation to be followed in future investment activity and any applicable requirements of law. This Corporation may employ an investment advisor to invest the assents of the Corporation in accordance with the above investment policies. (c) To establish an endowment; to use a portion of the amount appropriated for expenditure from the endowment to pay the reasonable expenses of the Corporation; to pay all or part of the remaining amount appropriated for expenditure to the Walton Arts Center Council, Inc., for the operation, maintenance and management of the Walton Arts Center in Fayetteville, the proposed performing arts venue in Bentonville and the Arkansas Music Pavilion in Rogers operated and maintained by the Walton Arts Center Council, Inc., as well as other potential performing arts venues on the University of Arkansas at Fayetteville campus with the University's consent, and after the planned expansion and enhancement of the Walton Arts Center on Dickson Street as presented to Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 4 the Fayetteville voters in 2013 is completed, and the construction, acquisition and/or operation of other facilities to meet the arts and entertainment needs of Northwest Arkansas as determined by the Walton Arts Center Council, Inc. (e) To borrow money and issue notes or other evidences of indebtedness, upon approval of the Walton Arts Center Council, Inc. (f) To receive and have the opportunity to review the annual budget of the Walton Arts Center Council, Inc., for its operations, maintenance and fundraising, which shall be incorporated into and made a part of the annual budget of the Walton Arts Foundation, Inc. This annual budget shall be submitted to the Chancellor of the University of Arkansas, Fayetteville, and the City Council of the City of Fayetteville, Arkansas, for information purposes only, prior to distribution by the Walton Arts Center Foundation, Inc., of any funds to the Walton Arts Center Council, Inc. (g) To sell, lease, or dispose of any property of the corporation conditioned upon approval of the Walton Arts Center Council, Inc., except that it shall not be necessary to obtain approval to sell any property which is donated, sold in the ordinary course of business, or purchased by the corporation for the purpose of immediate resale, nor to transfer property to the Walton Arts Center Council, Inc., nor to buy, sell or trade property held in an investment portfolio. (n) This corporation is a public benefit corporation. 2. The FIFTH Article shall be amended by deleting the FIFTH Article and substituting the following therefore: Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 5 FIFTH: The principal office of this Corporation shall be located at 229 North School Street, Fayetteville, Arkansas 72701, or at such place as the Board of Directors of this Corporation shall from time to time designate as the location of the principal office. 3. The SIXTH Article shall be amended by deleting the SIXTH Article and substituting the following therefore: SIXTH: The registered agent of the corporation shall be the Executive Director/CEO of the Walton Arts Center, 229 N. School Avenue, Fayetteville, AR 72701, who is currently Peter Lane. The Walton Arts Center Foundation Board of Directors may designate the name of the new registered agent for service of process upon the appointment of a new or interim Executive Director without the need for any approval by the City or University by properly filing such new agent's name with the Secretary of State. 4. The ELEVENTH Article shall be amended by deleting the ELEVENTH Article and substituting the following therefore: ELEVENTH: These Articles of Incorporation may be amended by the approving vote of no less than two-thirds (2/3) of all directors of the Corporation provided, however, that no amendment to Articles Three, Eight, Nine and Eleven shall be effective until it has been approved by the Fayetteville City Council and by the Board of Trustees of the University of Arkansas. Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 6 APPROVED by Ordinance NO. 5693 adopted by the City Council of the City of Fayetteville, on this 1St day of July, 2014. CITY ATTEST: Sondra E. Smith, City Clerk Date: .2014 APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on the day of , 2014. ATTEST: Secretary Date: , 2014 BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS, ACTING FOR THE UNIVERSITY OF ARKANSAS, FAYETTEVILLE G. David Gearhart Chancellor Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 7 As Chairman of the Walton Arts Center Foundation, Inc. I, Jerry Vest, certify that more than two thirds of the membership of the Board of Directors of the Walton Arts Center Foundation, Inc. at a regular meeting of the Board of Directors, pursuant to the authority granted in the Eleventh Article of the Articles of Incorporation, did hereby approve the foregoing Fifth Amendment to the Articles of Incorporation. The total number of votes in favor of the Amendment by the Board Members was which is sufficient to approve this Fifth Amendment. WALTON ARTS CENTER FOUNDATION, INC. Jerry Vest, Chairman of the Board State of Arkansas ) ) ss. County of Washington ) Subscribed and sworn to before me, a Notary Public, on this day of 2014. My commission expires: Notary Public SIXTH AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER COUNCIL INC RECITALS AND PURPOSES PREAMBLE WHEREAS, on January 19, 1987, the University of Arkansas and the City of Fayetteville initially formed and filed the Articles of Incorporation of the nonprofit corporation now entitled The Walton Arts Center Council, Inc. to construct, operate, manage and maintain the Walton Arts Center facility on Dickson Street and related facilities in Fayetteville, Arkansas; and WHEREAS, using revenues from the University, the City and citizens of Fayetteville and donations from foundations and citizens, the Walton Arts Center Council, Inc. successfully constructed the Walton Arts Center and adjoining facilities and has managed, maintained and operated the Walton Arts Center for decades to present excellent performing arts, entertainment and education for residents and students of this region; and WHEREAS, the regional demand for increased performing arts and entertainment opportunities has created the need and desire to construct, renovate, enlarge and adapt the Walton Arts Center in Fayetteville and otherwise improve regional performing arts and entertainment opportunities in a number of ways, which may include: (a) the renovation and enlargement of the Walton Arts Center in Fayetteville; (b) the construction of a performing arts venue in Bentonville; Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 2 (c) the construction of a music pavilion in Rogers to house the Arkansas Music Pavilion; and (d) with the express consent of the University of Arkansas, to collaborate and cooperate with the University of Arkansas in Fayetteville for the possible enhancement, remodeling, adaptation, and use of University of Arkansas owned facilities for performance or entertainment venues. WHEREAS, the need to expand the construction, use and operation of performing arts and entertainment venues within the two county area of Washington and Benton Counties should be reflected and made an express purpose of the Walton Arts Center Council by placing this expanded purpose within the Articles of Incorporation of the Walton Arts Center Council, Inc. by redrafting Articles Three (3) and Eight (8); and because Amendments to most of these Articles of Incorporations should be made quicker and easier, the requirement that the Fayetteville City Council and University of Arkansas Board of Trustees must approve every amendment should be changed by redrafting Article Eleven (11). NOW THEREFORE, WE THE UNDERSIGNED, constituting at least two-thirds of the membership of The Board of Directors of THE WALTON ARTS CENTER COUNCIL, INC., at a regular meeting of the Board of Directors held on , 2014, pursuant to the authority granted in the ELEVENTH Article of the Articles of Incorporation, do hereby amend the Articles of Incorporation of the Corporation with the agreement and consent of the University of Arkansas and the City of Fayetteville as follows: 1. The THIRD Article shall be amended by deleting subparagraphs (a) (b) (c) (d) (e) (h) 0) in their entirety and substituting the following therefore and adding a new (r): Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 3 THIRD: The purposes for which this corporation is organized and the activities proposed to be transacted, promoted or carried on are as follows: (a) To have all powers and authorities set forth in or contemplated by the Arkansas Nonprofit Corporation Act, A.C.A. §§ 4-28-201 et seq. and any amendments thereto and to fulfill a mission to bring great performing artists and entertainers into Northwest Arkansas and thereby to connect, educate and engage our residents through inspiring arts experiences. (b) (1) To expand and renovate the existing Walton Arts Center in Fayetteville as currently proposed by the Walton Arts Center Council, Inc., and after the construction and opening of the performing arts venue in Bentonville, to continue to obtain funding for, operate, manage and maintain the Walton Arts Center on Dickson Street to in a manner that is generally commensurate with the quality and quantity of performances and activities occurring prior to 2013. In determining whether this standard is met, the City of Fayetteville and the University of Arkansas may take into account the quality, type and number of performances and activities occurring at the Dickson Street facility, including the quality, type and number of. (i) Broadway Musicals and performances; (ii) other theatrical, dance and musical performances; (iii) concert performances and (iv) educational programs. (2) To obtain funding for, operate, manage and maintain a performing arts venue in Bentonville in cooperation with the Walton Family Foundation. Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 4 (3) To obtain funding for, operate, manage and maintain a music pavilion in Rogers for the Arkansas Music Pavilion. (4) To explore mutually agreeable opportunities for collaboration and cooperation with the University of Arkansas for facilities owned and/or operated by the University of Arkansas that with the express consent of the University may occasionally be used as venues for musical and entertainment performances. (c) To promote and facilitate the exposure to and education about the performing arts for Washington and Benton County primary, secondary and college level students by making its performing arts venues available at reduced fees for special performances or classes for such students and to also promote and facilitate exposure to the performing arts and related fields for all students. (d) To employ a President/CEO for the Walton Arts Center and all other performing arts venues and related facilities managed by the Walton Arts Center Council, Inc. and to employ such other agents and employees as the Council deems proper and advisable. (e) To promulgate reasonable rules and regulations for the operation and use of the Walton Arts Center and all other performing arts venues and related facilities, including where appropriate, to set reasonable fees for use of such venues, assuring always that the greatest access to the venues shall be provided for users and user groups. (h) To enlist volunteers to assist in the promoting and assisting in the activities for the Walton Arts Center and all other performing arts venues managed by the Walton Arts Center Council. Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 5 (j) To acquire by gift, lease, purchase, or otherwise, and to hold, own or lease any real, personal or mixed property, for the uses and benefit of the Walton Arts Center, the proposed larger performance arts facility in Bentonville and all other facilities that will be constructed, maintained or managed by the Walton Arts Center Council; and to solicit and receive contributions, and to engage in fund-raising activities for the benefit of the Walton Arts Center, the proposed larger performance arts facility in Bentonville and all other facilities that will be constructed, maintained or managed by the Walton Arts Center Council. Any funds received may be turned over to the Walton Arts Center Foundation, Inc., for investment and management. (r) This corporation is a public benefit corporation. 2. The SIXTH Article shall be amended by deleting the SIXTH Article and substituting the following therefore: SIXTH: The registered agent of the corporation shall be the Executive Director/CEO of the Walton Arts Center, 229 N. School Avenue, Fayetteville, AR 72701, who is currently Peter Lane. The Walton Arts Center Council Board of Directors may designate the name of the new registered agent for service of process upon the appointment of a new or interim Executive Director without the need for any approval by the City or University by properly filing such new agent's name with the Secretary of State. 3. The EIGHTH Article shall be amended by deleting subparagraphs (c) and (d) and substituting the following therefore: Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 6 (c) The Walton Family Foundation may appoint nine additional Directors to serve as at large members, each of whom must be a resident of the Northwest Arkansas region. All Directors, from whomever or wherever appointed, shall have demonstrated the ability to function as a Director of this Corporation in the interest of its regional goals; shall possess a demonstrated interest in furthering the presentation and appreciation of all types of artistic endeavor; and shall have expressed a desire to further the goals and policies of the Walton Arts Center Council, Inc. through thoughtful and dedicated services on the Board. The initial Directors to be appointed by the Walton Family Foundation shall be appointed as the terms of the previous Directors appointed by the Board of Directors expire. Directors appointed by the Walton Family Foundation may be removed by the Walton Family Foundation at any time with or without cause. (d) Notwithstanding the limiting language in (a), the Board of Directors may increase the total number of Directors in increments of four with one of the additional members being appointed by the University, one by the City and two by the Walton Family Foundation. 4. The ELEVENTH Article shall be amended by deleting the ELEVENTH Article and substituting the following therefore: ELEVENTH: These Articles of Incorporation may be amended by the approving vote of no less than two-thirds (2/3) of all directors of the Corporation provided, however, that no amendment to the Recitals and Purposes Section as well as Articles Three, Eight, Nine and Eleven shall be effective until it has been approved by the Fayetteville City Council, by the Board of Trustees of the University of Arkansas and by Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 7 the Walton Family Foundation. The Walton Family Foundation, the City of Fayetteville and/or the University of Arkansas in Fayetteville shall individually or jointly have proper standing and legal authority to enforce compliance of the Walton Arts Center Council, Inc. Board of Directors with the purposes of this corporation as stated in Article Three by request for an injunction in the Washington County Circuit Court. APPROVED by Ordinance No. 5693 adopted by the City Council of the City of Fayetteville, on this 1St day of July, 2014. CIT ATTEST: Sondra E. Smith, City Clerk Date: , 2014 APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on the day of , 2014. ATTEST: Secretary Date: .2014 BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS, ACTING FOR THE UNIVERSITY OF ARKANSAS, FAYETTEVILLE G. David Gearhart Chancellor Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 8 As Chairman of the Walton Arts Center Council, Inc. I, Greg Lee, certify that more than two thirds of the membership of the Board of Directors of the Walton Arts Center Council, Inc. at a regular meeting of the Board of Directors, pursuant to the authority granted in the Eighth Article of the Articles of Incorporation, did hereby approve the foregoing Sixth Amendment to the Articles of Incorporation. The total number of votes in favor of the Amendment by the Board Members was which is sufficient to approve this Sixth Amendment. WALTON ARTS CENTER COUNCIL, INC. am State of Arkansas ) ) ss. County of Washington ) Greg Lee, Chairman of the Board Subscribed and sworn to before me, a Notary Public, on this day of 2014. My commission expires: Notary Public 0 AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT THIS AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT ("Agreement") is made and entered into between the Board of Trustees of the University of Arkansas for the University of Arkansas, Fayetteville (the "University of Arkansas") and the City of Fayetteville, Arkansas (the "City") under the authority of Act 430 of 1967, codified as Ark. Code Ann. §§ 25-20-102 et sq. and agreed to by the Walton Arts Center Council, Inc. and the Walton Arts Center Foundation, Inc. WITNESSETH: WHEREAS, during 1985 and 1986 representatives of the University of Arkansas and the City met to form a committee in order to explore the possibility of a joint venture for the construction and usage of a multi-purpose center for the. arts facility in northwest Arkansas (the "Joint Arts Center Committee"); WHEREAS, the Joint Arts Center Committee recommended that a center for the arts facility be constructed, owned and operated jointly by the City and the University of Arkansas to serve the arts needs of northwest Arkansas; WHEREAS, the University of Arkansas and the City entered into an Interlocal Cooperation Agreement dated December 9, 1986 (the "Base Agreement") which authorized the creation of a non-profit corporation now known as Walton Arts Center Council, Inc. for the construction and operation of a center for the arts; WHEREAS, the Base Agreement was subsequently amended by a First Amendment to Interlocal Cooperation Agreement dated April of 1990 (the "First Amendment") and was further amended by a Second Amendment to Interlocal Cooperation Agreement approved by the City on October 19, 1993 and by the University of Arkansas on June 1, 1993 (the "Second Amendment"); WHEREAS, the Base Agreement, First Amendment and Second Amendment are referred to collectively in this Agreement as the "Original Agreement"; WHEREAS, a center for the arts facility and related structures and improvements were constructed pursuant to the terms of the Original Agreement and such facility is currently operated by Walton Arts Center Council, Inc. (the "Walton Arts Center"); WHEREAS, the continued purpose and mission of the Walton Arts Center and the Foundation (as identified below) has been and is to facilitate, promote, and serve the arts needs of the residents of northwest Arkansas; WHEREAS, the Walton Arts Center has achieved outstanding success in its purpose and mission. In order to continue to (i) serve as an arts and cultural beacon for residents of Northwest Arkansas, (ii) meet the requests of outside donors, and (iii) fulfill its overall duty to the residents of Northwest Arkansas and the state of Arkansas, it is necessary to clarify the mandate and role of the Walton Arts Center so as to permit it to operate other facilities and venues throughout Northwest Arkansas (such region being broadly defined to include Washington, Benton, Carroll and Madison Counties) and the state of Arkansas in general; and WHEREAS, it is necessary to amend and restate the Original Agreement in its entirety for the following reasons: (a) to reflect the success of the Walton Arts Center; (b) to permit the Walton Arts Center and its governing board to continue to conduct business as a separate, free- standing non-profit corporation whose purpose is to serve the arts needs of Northwest Arkansas; and (c) to confirm that the Walton Arts Center Council, Inc. is no longer to be the agent of the University of Arkansas or City of Fayetteville nor restricted pursuant to the terms of the Original 2 Agreement, but only must comply with the terms of this new Agreement, the new Lease and its Amended Articles of Incorporation. NOW, THEREFORE, the Original Agreement is amended and restated in its entirety as provided below. ARTICLE I The Walton Arts Center Council, Inc. ("Walton Arts Center") shall have full and complete authority to manage, operate, and maintain the Walton Arts Center in Fayetteville, Arkansas pursuant to its Lease Agreement and Articles of Incorporation. The Walton Arts Center Council, Inc. shall also have full authority to manage, operate and maintain such other facilities in Northwest Arkansas pursuant to its powers and duties contained in its Articles of Incorporation to serve the arts needs of residents of Northwest Arkansas. The purposes, powers and duties of the Walton Arts Center shall be those set out in the Amended and Restated Articles of Incorporation and By-laws. The separate non-profit corporation, Walton Arts Center Foundation, Inc. (the "Foundation"), now in existence, shall maintain an endowment and pay over to the Walton Arts Center a portion of that endowment or the income or earnings from it not less than annually for the construction, operation, management, and maintenance of Walton Arts Center facilities and programming in Northwest Arkansas, subject to the qualification set forth in Article II below. ARTICLE II FINANCIAL CONDITIONS/TERMS The Foundation shall return or use the Three Million Dollars ($3,000,000.00) invested by the University of Arkansas and City of Fayetteville to begin the Foundation as follows. 3 Regarding the deposit of the $1.5 million invested by the City of Fayetteville to initially fund the Foundation (along with the $1.5 million from the University of Arkansas), the Foundation is empowered to and shall return this $1.5 million to the City of Fayetteville for the City's use for its construction of the Parking Deck to be built on a portion of Block Six (6) of the Original Plat of the Town of Fayetteville, Arkansas (upon which the Walton Arts Center is located on a remaining portion of Block Six) or as otherwise determined by the Fayetteville City Council. Once this $1.5 million has been returned to the City, the Foundation shall no longer be an agent of the City of Fayetteville. Regarding the deposit of the $1.5 million invested by the University of Arkansas to initially fund the Foundation, the Foundation is empowered to maintain or, with the University of Arkansas' consent, expend the funds for the proposed enlargement and enhancement project for the Walton Arts Center on Dickson Street. Once these funds have been fully used for the project, the Foundation shall no longer be the agent of the University of Arkansas. Any real property currently used or occupied by the Walton Arts Center in the City shall only serve as collateral for a loan or for bonded indebtedness for an existing or new Walton Arts Center facility in the City, if approved in writing by the City. Simultaneous with the execution of this Agreement, the Walton Arts Center will enter into an amended lease agreement with the University of Arkansas and the City to memorialize the financial and programming commitment the Walton Arts Center will make to the City during the term of the Lease. M ARTICLE III DURATION/REPORTS The duration of this Agreement shall be perpetual. The Walton Arts Center and the Foundation shall at least annually provide a written report documenting its adherence to the terms of the Lease and a general financial report relating to the operation of the Walton Arts Center. ARTICLE IV DISSOLUTION In the event of dissolution of the Walton Arts Center or the Foundation, all of the net assets of the dissolved corporation shall be distributed and paid out for such charitable purposes as may be determined by the governing documents of the corporation, but otherwise in accordance with the provisions of the Arkansas Non -Profit Corporation Ark. Code Ann. § 4-28- 201 and the Internal Revenue Code. ARTICLE V BINDING AGREEMENT This Agreement shall be binding upon the parties hereto, their successors and assigns and may be signed in one or more counterparts each of which, when taken together, constitutes one agreement. 5 CITY OF FAYETTEVILLE: Approved by Resolution adopted by the Fayetteville City Council on the( ! -z ay of Plcv- —, 2014. f 4MAYOR L NEL O AN ATTEST: SONDRA SMITH, CITY CLERK BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS: Approved by Resolution adopted by the Board of Trustees of the University of Arkansas on this day of '2014. JIM VON GREMP, CHAIRMAN BOARD OF TRUSTEES OF THE UNIVERISTY OF ARKANSAS ATTEST: C:7 JANE ROGERS, SECRETARY BOARD OF TRUSTEES OF THE WALTON ARTS CENTER COUNCIL, INC.: Approved by Resolution adopted by the Board of Trustees of the Walton Arts Center Council, Inc. on the day of )2014. GREG LEE, CHAIRMAN BOARD OF TRUSTEES OF THE WALTON ARTS CENTER COUNCIL, INC. BOARD OF TRUSTEES OF THE WALTON ARTS CENTER FOUNDATION, INC.: Approved by Resolution adopted by the Board of Trustees of the Walton Arts Center Foundation, Inc. on the day of , 2014. JERRY VEST, CHAIRMAN BOARD OF TRUSTEES OF THE WALTON ARTS CENTER FOUNDATION, INC. 7 SECRETARY f OF STATE Mark Martin ARKANSAS SECRETARY OF STATE To All to Whom These Presents Shall Come, Greetings: I, Mark Martin, Arkansas Secretary of State of Arkansas, do hereby certify that the following and hereto attached instrument of writing is a true and perfect copy of Articles of Amendment of THE WALTON ARTS CENTER FOUNDATION, INC. filed in this office September 29, 2014. In Testimony Whereof, I have hereunto set my hand and affixed my official Seal. Done at my office in the City of Little Rock, this 29th day of September, 2014. Arkansas Secretary of State FILED - Arkansas Secretary of State - Mark Martin - Doc#: 5069589001 - Filing#: 400052912 - Filed On: 9/29/2014 - Page(s): 7 FIFTH AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER FOUNDATION INC In order to broaden the purposes for which this corporation can operate to include managing and investing funds for the operation of the proposed Bentonville performing arts venue, the Arkansas Music Pavilion in Rogers, various venues on the University of Arkansas campus as well as the existing Walton Arts Center and related facilities in Fayetteville, and after the planned expansion and enhancement of the Walton Arts Center on Dickson Street as presented to the Fayetteville voters in 2013 is completed, the construction, acquisition and/or operation of other facilities to meet the arts and entertainment needs of Northwest Arkansas as determined by the Walton Arts Center Council, Inc., the BOARD OF DIRECTORS OF THE WALTON ARTS CENTER FOUNDATION, INC. at a regular meeting of the Board of Directors of the Walton Arts Center Foundation, Inc., held on May 19, 2014, pursuant to authority granted in the ELEVENTH Article did hereby approve this Fifth Amendment to the Articles of Incorporation by more than two thirds of the entire membership of the Board of Directors, as follows: 1. The THIRD Article which states the purposes and authorized activities of the corporation is hereby amended by deleting subparagraphs (b) (c) (e) (f) and (g) and substituting the following subparagraphs therefore and adding a new subparagraph (n): Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 2 THIRD: The purposes for which this corporation is organized and the activities proposed to be transacted, promoted or carried on by it are as follows, to wit: (b) To acquire by gift, lease, purchase, or otherwise, and to hold, own or lease any real, personal or mixed property, for the uses and benefit of the Walton Arts Center in Fayetteville, the proposed new performing arts venue in Bentonville, the Arkansas Music Pavilion in Rogers, and various performance arts and entertainment venues on the University of Arkansas campus, with its consent, and after the planned expansion and enhancement of the Walton Arts Center on Dickson Street as presented to the Fayetteville voters in 2013 is completed, the construction, acquisition and/or operation of other facilities to meet the arts and entertainment needs of Northwest Arkansas as determined by the Walton Arts Center Council, Inc.; to receive, invest, reinvest and manage funds received from the University of Arkansas, individuals, corporations, the Walton Arts Center Council, Inc., and others as agent for the University of Arkansas and as long as those University funds remain under the control of the Walton Arts Center Foundation, Inc. Investments of funds received from the University of Arkansas shall be made in accordance with the investment policies of the University of Arkansas and the City of Fayetteville and all applicable laws of the State of Arkansas. This corporation shall promptly return to the City of Fayetteville its initial $1.5 Million investment which together with the University's $1.5 Million investment created the Foundation. This $1.5 Million dollar investment shall be returned to the City of Fayetteville for its use for the City's construction of the Parking Deck to be built on a portion of Block Six (6) of the Original Plat of the Town of Fayetteville, Arkansas (upon which the Walton Arts Center Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 3 is located on a remaining portion of Block Six) or as otherwise determined by the Fayetteville City Council. Once this $1.5 million has been returned to the City, the Foundation shall no longer be an agent of the City of Fayetteville. Regarding the deposit of the $1.5 million invested by the University of Arkansas to initially fund the Foundation, the Foundation is empowered to maintain or, with the University of Arkansas' consent, expend the funds for the proposed enlargement and enhancement project for the Walton Arts Center on Dickson Street. Once these funds have been fully used for the project, the Foundation shall no longer be the agent for the University of Arkansas. Funds received from the Walton Arts Center Council, Inc., individuals, corporations and others may be invested in a reasonable, prudent and sound fmancial manner based upon a policy of this Corporation to be followed in future investment activity and any applicable requirements of law. This Corporation may employ an investment advisor to invest the assets of the Corporation in accordance with the above investment policies. (c) To establish an endowment; to use a portion of the amount appropriated for expenditure from the endowment to pay the reasonable expenses of the Corporation; to pay all or part of the remaining amount appropriated for expenditure to the Walton Arts Center Council, Inc., for the operation, maintenance and management of the Walton Arts Center in Fayetteville, the proposed performing arts venue in Bentonville and the Arkansas Music Pavilion in Rogers operated and maintained by the Walton Arts Center Council, Inc., as well as other potential performing arts venues on the University of Arkansas at Fayetteville campus with the University's consent, and after the planned Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 4 expansion and enhancement of the Walton Arts Center on Dickson Street as presented to the Fayetteville voters in 2013 is completed, and the construction, acquisition and/or operation of other facilities to meet the arts and entertainment needs of Northwest Arkansas as determined by the Walton Arts Center Council, Inc. (e) To borrow money and issue notes or other evidences of indebtedness, upon approval of the Walton Arts Center Council, Inc. (f) To receive and have the opportunity to review the annual budget of the Walton Arts Center Council, Inc., for its operations, maintenance and fundraising. (g) To sell, lease, or dispose of any property of the corporation conditioned upon approval of the Walton Arts Center Council, Inc., except that it shall not be necessary to obtain approval to sell any property which is donated, sold in the ordinary course of business, or purchased by the corporation for the purpose of immediate resale, nor to transfer property to the Walton Arts Center Council, Inc., nor to buy, sell or trade property held in an investment portfolio. (n) This corporation is a public benefit corporation. 2. The FIFTH Article shall be amended by deleting the FIFTH Article and substituting the following therefore: FIFTH: The principal office of this Corporation shall be located at 229 North School Street, Fayetteville, Arkansas 72701, or at such place as the Board of Directors of this Corporation shall from time to time designate as the location of the principal office. Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 5 3. The SIXTH Article shall be amended by deleting the SIXTH Article and substituting the following therefore: SIXTH: The registered agent of the corporation shall be the Executive Director/CEO of the Walton Arts Center, 229 N. School Avenue, Fayetteville, AR 72701, who is currently Peter Lane. The Walton Arts Center Foundation Board of Directors may designate the name of the new registered agent for service of process upon the appointment of a new or interim Executive Director/CEO without the need for any approval by the City or University by properly filing such new agent's name with the Secretary of State. 4. The EIGHTH Article shall be amended by adding the following subparagraph (c): EIGHT: The City, University of Arkansas, Mayor and Chancellor each shall lose his/her/its right of appointment and removal upon the respective use or return of the initial $1.5 million investment made by the City and the University of Arkansas to this Corporation, with such power of appointment and removal thereafter being vested in the Walton Arts Center Council, Inc. 5. The ELEVENTH Article shall be amended by deleting the ELEVENTH Article and substituting the following therefore: ELEVENTH: These Articles of Incorporation may be amended by the approving vote of no less than two-thirds (2/3) of all directors of the Corporation provided, however, that no amendment to Articles Three, Eight, Nine and Eleven shall be effective until it has been approved by the Fayetteville City Council and by the Board of Trustees of the University of Arkansas. Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 6 APPROVED by Ordinance NO. 5693 adopted by the City Council of the City of Fayetteville, on this 1St day of July, 2014. CITY OF FA ,TTEVIL By: ATTEST: ayor Lione JQ111111// 66"t" e" C'\� Y 0 Sondra E. Smith, City Clerk FAYETTEVILLE Date: ! 52014 %v, v� a' APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on the z 7- 'u§ day of /0,0 y , 2014. ATTEST: *4� Marcia Overby Notary Public Date: (9/1// '2014 os1@i€,o •, MARCIA OVERBY MY COMMISSION # 12398258 EXPIRES: May 15, 2024 Washington County BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS, ACTING FOR THE UNIVERSITY OF ARKANSAS, FAYETTEVILLE By: Zs� G. Davill Gearhart Chancellor Fifth Amendment to Articles of Incorporation Walton Arts Center Foundation, Inc. Page 7 As Chairman of the Walton Arts Center Foundation, Inc. I, Jerry Vest, certify that more than two thirds of the membership of the Board of Directors of the Walton Arts Center Foundation, Inc. at a regular meeting of the Board of Directors, pursuant to the authority granted in the Eleventh Article of the Articles of Incorporation, did hereby approve the foregoing Fifth Amendment to the Articles of Incorporation. The total number of votes in favor of the Amendment by the Board Members was which is sufficient to approve this Fifth Amendment. WALTON ARTS Jerry State of Arkansas ) (2-) ss. County of=W- � ) FOUNDATION, INC. of the Board Subscribed and sworn to before me, a Notary Public, on this day of \. , 2014. My commission expires: Notary Publi "OFFICIAL SEAL" CHERYL G. LAWRENCE BENTON COUNTY NOTARY PUBUC -ARKANSAS My Commission Expires March 22, 2020 Commission No. 12375698 S i OF STATE Mark Martin ARKANSAS SECRETARY OF STATE To All to Whom These Presents Shall Come, Greetings: I, Mark Martin, Arkansas Secretary of State of Arkansas, do hereby certify that the following and hereto attached instrument of writing is a true and perfect copy of Articles of Amendment of THE WALTON ARTS CENTER COUNCIL, INC. filed in this office September 29, 2014. In Testimony Whereof, I have hereunto set my hand and affixed my official Seal. Done at my office in the City of Little Rock, this 29th day of September, 2014. Arkansas Secretary of State aFILED - Arkansas Secretary of State - Mark Martin - Doc#: 5069589002 - Filing#: 100052911 - Filed On: 9/2912014 - Page(s): 8 SIXTH AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE WALTON ARTS CENTER COUNCIL, INC. RECITALS AND PURPOSES 103MItu16,30 WHEREAS, on January 19, 1987, the University of Arkansas and the City of Fayetteville initially formed and filed the Articles of Incorporation of the nonprofit corporation now entitled The Walton Arts Center Council, Inc, to construct, operate, manage and maintain the Walton Arts Center facility on Dickson Street and related facilities in Fayetteville, Arkansas; and WHEREAS, using revenues from the University, the City and citizens of Fayetteville and donations from foundations and citizens, the Walton Arts Center Council, Inc. successfully constructed the Walton Arts Center and adjoining facilities and has managed, maintained and operated the Walton Arts Center for decades to present excellent performing arts, entertainment and education for residents and students of this region; and WHEREAS, the regional demand for increased performing arts and entertainment opportunities has created the need and desire to construct, renovate, enlarge and adapt -the Walton Arts Center in Fayetteville and otherwise improve regional performing arts and entertainment opportunities in a number of ways, which may include: (a) the renovation and enlargement of the Walton Arts Center in Fayetteville; (b) the construction of a performing arts venue in Bentonville; Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page. 2 (c) the construction of a music pavilion in Rogers to house the Arkansas Music Pavilion; and (d) with the express consent of the University of Arkansas, to collaborate and cooperate with the University of Arkansas in Fayetteville for the possible enhancement, remodeling, adaptation, and use of University of Arkansas owned facilities for performance or entertainment venues. WHEREAS, the need to expand the construction, use and operation of performing arts and entertainment venues within the two county area of Washington and Benton Counties should be reflected and made an express purpose of the Walton Arts Center Council by placing this expanded purpose within the Articles of Incorporation of the Walton Arts Center Council, Inc. by redrafting Articles Three (3) and Eight (8); and because Amendments to most of these Articles of Incorporations should be made quicker and easier, the requirement that the Fayetteville City Council and University of Arkansas Board of Trustees must approve every amendment should be changed by redrafting Article Eleven (11). NOW THEREFORE, I, THE UNDERSIGNED CHAIRMAN of the Board of Directors of the Walton Arts Center Council, Inc. do hereby certify that at a regular meeting of the Board of Directors of the Walton Arts Center Council, Inc., held on August 16, 2014 pursuant to authority granted in the ELEVENTH Article did hereby approve this Sixth Amendment to the Articles of Incorporation by more than two thirds of the entire membership of the Board of Directors, as follows: 1. The THIRD Article shall be amended by deleting subparagraphs (a) (b) (c) (d) (e) (h) 0) in their entirety and substituting the following therefore and adding a new (r): Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 3 THIRD: The purposes for which this corporation is organized and the activities proposed to be transacted, promoted or carried on are as follows: (a) To have all powers and authorities set forth in or contemplated by the Arkansas Nonprofit Corporation Act, A.C.A. §§ 4-28-201 et seq. and any amendments thereto and to fulfill a mission to bring great performing artists and entertainers into Northwest Arkansas and thereby to connect, educate and engage our residents through inspiring arts experiences. (b) (1) To expand and renovate the existing Walton Arts Center in Fayetteville as currently proposed by the Walton Arts Center Council, Inc., and after the construction and opening of the performing arts venue in Bentonville, to continue to obtain funding for, operate, manage and maintain the Walton Arts Center on Dickson. Street in a manner that is generally commensurate with the quality and quantity of performances and activities occurring prior to 2013. In determining whether this standard is met, the City of Fayetteville and the University of Arkansas may take into account the quality, type and number of performances and activities occurring at the Dickson Street facility, including the quality, type and number of: (i) Broadway Musicals and performances; (ii) other theatrical, dance and musical performances; (iii) concert performances and (iv) educational programs. (2) To obtain funding for, operate, manage and maintain a performing arts venue in Bentonville in cooperation with the Walton Family Foundation. Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 4 (3) To obtain funding for, operate, manage and maintain a music pavilion in Rogers for the Arkansas Music Pavilion. (4) To explore mutually agreeable opportunities for collaboration and cooperation with the University of Arkansas for facilities owned and/or operated by the University of Arkansas that with the express consent of the University may occasionally be used as venues for musical and entertainment performances. (c) To promote and facilitate the exposure to and education about the performing arts for Washington and Benton County primary, secondary and college level students by making its performing arts venues available at reduced fees for special performances or classes for such students and to also promote and facilitate exposure to the performing arts and related fields generally, including working in collaboration with other performing arts venues throughout the State of Arkansas. (d) To employ a President/CEO for the Walton Arts Center and all other performing arts venues and related facilities managed by the Walton Arts Center Council, Inc. and to employ such other agents and employees as the Council deems proper and advisable. (e) To promulgate reasonable rules and regulations for the operation and use of the Walton Arts Center and all other performing arts venues and related facilities, including where appropriate, to set reasonable fees for use of such venues, assuring always that the greatest access to the venues shall be provided for users and user groups. (h) To enlist volunteers to assist in the promoting and assisting in the activities for the Walton Arts Center and all other performing arts venues managed by the Walton Arts Center Council. Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 5 0) To acquire by gift, lease, purchase, or otherwise, and to hold, own or lease any real, personal or mixed property, for the uses and benefit of the Walton Arts Center, the proposed larger performance arts facility in Bentonville and all other facilities that will be constructed, maintained or managed by the Walton Arts Center Council; and to solicit and receive contributions, and to engage in fund-raising activities for the benefit of the Walton Arts Center, the proposed larger performance arts facility in Bentonville and all other facilities that will be constructed, maintained or managed by the Walton Arts Center Council. Any funds received may be turned over to the Walton Arts Center Foundation, Inc., for investment and management. (r) This corporation is a public benefit corporation. 2. The SIXTH Article shall be amended by deleting the SIXTH Article and substituting the following therefore: SIXTH: The registered agent of the corporation shall be the Executive Director/CEO of the Walton Arts Center, 229 N. School Avenue, Fayetteville, AR 72701, who is currently Peter Lane. The Walton Arts Center Council Board of Directors may designate the name of the new registered agent for service of process upon the appointment of a new or interim Executive Director without the need for any approval by the City or University by properly filing such new agent's name with the Secretary of State. 3. The EIGHTH Article shall be amended by deleting subparagraphs (c) and (d) and substituting the following therefore: Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 6 (c) The Walton Family Foundation may appoint nine additional Directors to serve as at large members, each of whom must be a resident of the Northwest Arkansas region. All Directors, from whomever or wherever appointed, shall have demonstrated the ability to function as a Director of this Corporation in the interest of its regional goals; shall possess a demonstrated interest in furthering the presentation and appreciation of all types of artistic endeavor; and shall have expressed a desire to further the goals and policies of the Walton Arts Center Council, Inc. through thoughtful and dedicated services on the Board. The initial Directors to be appointed by the Walton Family Foundation shall be appointed as the terms of the previous Directors appointed by the Board of Directors expire. Directors appointed by the Walton Family Foundation may be removed by the Walton Family Foundation at any time with or without cause. (d) Notwithstanding the limiting Ianguage in (a), the Board of Directors may increase the total number of Directors in increments of four with one of the additional members being appointed by the University, one by the City and two by the Walton Family Foundation. 4. The ELEVENTH Article shall be amended by deleting the ELEVENTH Article and substituting the following therefore: ELEVENTH: These Articles of Incorporation may be amended by the approving vote of no less than two-thirds (2/3) of all directors of the Corporation provided, however, that no amendment to the Recitals and Purposes Section as well as Articles Three, Eight, Nine and Eleven shall be effective until it has been approved by the Fayetteville City Council, by the Board of Trustees of the University of Arkansas and by Sixth Amendment to Articles of Incorporation Walton Arts Center Council, Inc. Page 7 the Walton Family Foundation. The Walton Family Foundation, the City of Fayetteville and/or the University of Arkansas in Fayetteville shall individually or jointly have proper standing and legal authority to enforce compliance of the Walton Arts Center Council, Inc. Board of Directors with the purposes of this corporation as stated in Article Three by request for an injunction in the Washington County Circuit Court. APPROVED by Ordinance No. 5693 adopted by the City Council of the City of Fayetteville, on this 1st day of July, 2014. ATTEST: Sondra E. Smith, City Clerk Date: 2014 CITY OF F4&ETTE '��• FAYETTEVILLLE•;= %y Jam. APPROVED by Resolution adopted by the Board of Trustees of the University of Arkansas on the Z 7- day of M 4 '� , 2014. BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS, ACTING FOR THE UNIVERSITY OF ARKANSAS, FAYETTEVILLE By: ►� G. Davi Gearhart ATTEST: Chancellor Marcia Overby Notary Public /� ;,ytP;E.gF,,, MARCIAOVERBY Date: �ZL [ , 2014 = �.;v`; MY COMMISSION # 1239 4 EXPIRES: May 15, 2024 ��, Washington County Sixth Amendment to Articles of Incorporation Walton Arts Center Council. Inc. Page g As Chairman of the Walton Arts Center Council, Inc. I, Greg Lee, certify that more than two thirds of the membership of the Board of Directors of the Walton Arts Center Cotincil, Inc. at a regular meeting of the Board of Directors, pursuant to the authority granted in the Eighth Article of the Articles of Incorporation, did hereby approve the foregoing Sixth Amendment to the Articles of Incorporation. The total number of votes in favor of the Amendment by the Board Members was � ry which is sufficient to approve this Sixth Amendment. State of Arkansas } } ss. County of Washington ) Sio scribe and sworn to before 2014. My commission expires: q (6�— WALTON ARTS CENTER COUNCIL, INC. By:% Greg L , Chairman of the Board me, a Notary Public, on this { 7 day of y Pull' AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT THIS AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT ("Agreement") is made and entered into between the Board of Trustees of the University of Arkansas for the University of Arkansas, Fayetteville (the "University of Arkansas") and the City of Fayetteville, Arkansas (the "City") under the authority of Act 430 of 1967, codified as Ark. Code Ann. §§ 25-20-102 et sq. and agreed to by the Walton Arts Center Council, Inc. and the Walton Arts Center Foundation, Inc. WITNESSETH: WHEREAS, during 1985 and 1986 representatives of the University of Arkansas and the City met to form a committee in order to explore the possibility of a joint venture for the construction and usage of a multi-purpose center for the arts facility in northwest Arkansas (the "Joint Arts Center Committee"); WHEREAS, the Joint Arts Center Committee recommended that a center for the arts facility be constructed, owned and operated jointly by the City and the University of Arkansas to serve the arts needs of northwest Arkansas; WHEREAS, the University of Arkansas and the City entered into an Interlocal Cooperation Agreement dated December 9, 1986 (the "Base Agreement") which authorized the creation of a non-profit corporation now known as Walton Arts Center Council, Inc. for the construction and operation of a center for the arts; WHEREAS, the Base Agreement was subsequently amended by a First Amendment to Interlocal Cooperation Agreement dated April of 1990 (the "First Amendment") and was further amended by a Second Amendment to Interlocal Cooperation Agreement approved by the City on October 19, 1993 and by the University of Arkansas on June 1, 1993 (the "Second Amendment"); WHEREAS, the Base Agreement, First Amendment and Second Amendment are referred to collectively in this Agreement as the "Original Agreement"; WHEREAS, a center for the arts facility and related structures and improvements were constructed pursuant to the terms of the Original Agreement and such facility is currently operated by Walton Arts Center Council, Inc. (the "Walton Arts Center"); WHEREAS, the continued purpose and mission of the Walton Arts Center and the Foundation (as identified below) has been and is to facilitate, promote, and serve the arts needs of the residents of northwest Arkansas; WHEREAS, the Walton Arts Center has achieved outstanding success in its purpose and mission. In order to continue to (i) serve as an arts and cultural beacon for residents of Northwest Arkansas, (ii) meet the requests of outside donors, and (iii) fulfill its overall duty to the residents of Northwest Arkansas and the state of Arkansas, it is necessary to clarify the mandate and role of the Walton Arts Center so as to permit it to operate other facilities and venues throughout Northwest Arkansas (such region being broadly defined to include Washington, Benton, Carroll and Madison Counties) and the state of Arkansas in general; and WHEREAS, it is necessary to amend and restate the Original Agreement in its entirety for the following reasons: (a) to reflect the success of the Walton Arts Center; (b) to permit the Walton Arts Center and its governing board to continue to conduct business as a separate, free- standing non-profit corporation whose purpose is to serve the arts needs of Northwest Arkansas; and (c) to confirm that the Walton Arts Center Council, Inc. is no longer to be the agent of the University of Arkansas or City of Fayetteville nor restricted pursuant to the terms of the Original 4 Agreement, but only must comply with the terms of this new Agreement, the new Lease and its Amended Articles of Incorporation. NOW, THEREFORE, the Original Agreement is amended and restated in its entirety as provided below. ARTICLE I The Walton Arts Center Council, Inc. ("Walton Arts Center") shall have full and complete authority to manage, operate, and maintain the Walton Arts Center in Fayetteville, Arkansas pursuant to its Lease Agreement and Articles of Incorporation. The Walton Arts Center Council, Inc. shall also have full authority to manage, operate and maintain such other facilities in Northwest Arkansas pursuant to its powers and duties contained in its Articles of Incorporation to serve the arts needs of residents of Northwest Arkansas. The purposes, powers and duties of the Walton Arts Center shall be those set out in the Amended and Restated Articles of Incorporation and By-laws. The separate non-profit corporation, Walton Arts Center Foundation, Inc. (the "Foundation"), now in existence, shall maintain an endowment and pay over to the Walton Arts Center a portion of that endowment or the income or earnings from it not less than annually for the construction, operation, management, and maintenance of Walton Arts Center facilities and programming in Northwest Arkansas, subject to the qualification set forth in Article II below. ARTICLE II FINANCIAL CONDITIONS/TERMS The Foundation shall return or use the Three Million Dollars ($3,000,000.00) invested by the University of Arkansas and City of Fayetteville to begin the Foundation as follows. 3 Regarding the deposit of the $1.5 million invested by the City of Fayetteville to initially fund the Foundation (along with the $1.5 million from the University of Arkansas), the Foundation is empowered to and shall return this $1.5 million to the City of Fayetteville for the City's use for its construction of the Parking Deck to be built on a portion of Block Six (6) of the Original Plat of the Town of Fayetteville, Arkansas (upon which the Walton Arts Center is located on a remaining portion of Block Six) or as otherwise determined by the Fayetteville City Council. Once this $1.5 million has been returned to the City, the Foundation shall no longer be an agent of the City of Fayetteville. Regarding the deposit of the $1.5 million invested by the University of Arkansas to initially fund the Foundation, the Foundation is empowered to maintain or, with the University of Arkansas' consent, expend the funds for the proposed enlargement and enhancement project for the Walton Arts Center on Dickson Street. Once these funds have been fully used for the project, the Foundation shall no longer be the agent of the University of Arkansas. Any real property currently used or occupied by the Walton Arts Center in the City shall only serve as collateral for a loan or for bonded indebtedness for an existing or new Walton Arts Center facility in the City, if approved in writing by the City. Simultaneous with the execution of this Agreement, the Walton Arts Center will enter into an amended lease agreement with the University of Arkansas and the City to memorialize the financial and programming commitment the Walton Arts Center will make to the City during the term of the Lease. 2 ARTICLE III DURATION/REPORTS The duration of this Agreement shall be perpetual. The Walton Arts Center and the Foundation shall at least annually provide a written report documenting its adherence to the terms of the Lease and a general financial report relating to the operation of the Walton Arts Center. ARTICLE IV DISSOLUTION In the event of dissolution of the Walton Arts Center or the Foundation, all of the net assets of the dissolved corporation shall be distributed and paid out for such charitable purposes as may be determined by the governing documents of the corporation, but otherwise in accordance with the provisions of the Arkansas Non -Profit Corporation Ark. Code Ann. § 4-28- 201 and the Internal Revenue Code. ARTICLE V BINDING AGREEMENT This Agreement shall be binding upon the parties hereto, their successors and assigns and may be signed in one or more counterparts each of which, when taken together, constitutes one agreement. 5 CITY OF FAYETTEVILLE: Approved by Resolution adopted by the Fayetteville City Council on the -day of � sY FA�E �1 EVILLE:;u �r ATTEST: _ SONDRA SMITH, CITY CLERK 12014. BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS: Approved by Resolution adopted by the Board of Trustees of the University of Arkansas on day of `� 52014. k G. David Gearhart Chancellor on Marcia Overby Notary Public MARCIA OVERBY MY COMMISSION # 12398258 ���; - E EXPIRES: May 15, 2024 I ANS"h'` Washington County; BOARD OF TRUSTEES OF THE WALTON ARTS CENTER COUNCIL, INC.: Approved by Resolution adopted by the Board of Trustees of the Walton Arts Center Council, Inc. on the 1 =` of �4 , 2014. �1�� day e GREG LEE AIRMAN BOARD O STEES OF THE WALTON ARTS CENTER COUNCIL, INC. BOARD OF TRUSTEES OF THE WALTON ARTS CENTER FOUNDATION, INC.: Approved by Resolution adopted by the Board of Trustees of the Walton Arts Center Foundation, Inc. o n the �c ` day of 'a "CL 12014. .. JERRY V S'I,\,CHAIRMAN BOA F TRUSTEES OF THE WALTON ARTS CENTER FOUNDATION, INC. 3286220.1 ACKNOWLEDGMENT STATE OF ARKANSAS )ss: COUNTY OF WASHINGTON On this the 191ay of , 2014, before me, the undersigned, a Notary Public, duly commissioned, qualified and cting within and for said County and State, appeared in person the within -named and to me personally well known, who stated they xVere the Chairman and Secretary of the Walton Arts Center Council, Inc., a non-profit corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said non-profit corporation, and further stated and acknowledged that they had so signed, executed, and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. TESTIM NY WHEREOF, I have hereunto set my day ofIff)(1-sf,2014. t Public hand and official seal on this ail My Commission Expires: g110��\)I KAREN S PERCIVAL WASHINGTON COUNTY NOTARY PUBLIC —.ARKANSAS My Commission Expires Sept. 6, 2021 Commission No. 12384127 ACKNOWLEDGMENT STATE OF ARKANSAS ) )ss: COUNTY OF BENTON ) On this thee` -day of , 2014, before me, the undersigned, a Notary Public, duly commissioned, qualified aiA acting within and for said County and State, appeared in person the within -named \ T and ____to me personally well known, who stated they were the Chairman and Secretary of the Walton Arts Center Foundation, a non-profit corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said non-profit corporation, and further stated and acknowledged that they had so signed, executed, and delivered said 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 on this s day of , 2014. NotaryP'c My Commission Expires: "OFFICIAL SEAL" CH gEtY1LTON OiNTY G. CE NOTARY PUBUCC Al ZSR 020 FCOrnmissionCorr,rniuion Exp No. 12375698 3286211.1 NORTHWEST ARKANSAS DEMOCRAT -GAZETTE NORTHWESTAR�SAS THE MORNING NEWS OF SPRINGDALE LVS-P-M-E-LDVOQLLC THE MORNING NEWS OF ROGERS NORTHWEST ARKANSAS TIMES BEN TON COUNTY DAILY RECORD 212 NORTHEAST AVENUE, FAYETTEVILLE, ARKANSAS 72701 1 P.O. BOX 1607, 72702 1 479-442.1700 1 WWW.NWANEWS.COM AFFIDAVIT OF PUBLICATION I, Karen Caler, do solemnly swear that I am the Legal Clerk of the Northwest Arkansas Newspapers, LLC, printed and published in Washington and Benton County, Arkansas, bona fide circulation, that from my own personal knowledge and reference to the files of said publication, the advertisement of: City of Fayetteville - Ord. 5693 Was inserted in the Regular Editions on: July 10, 2014 Publication Charges: $ 116.73 Karen Caler Subscribed and sworn to before me This j 1 day of� , 2014. ( !, Notary Public My Commission Expires: ZkV/0'>24 CATHY WILES Arkansas - Benton County Notary Public - Comm#I 12397118 My Commission Expires Feb 20, 2024 **NOTE** Please do not pay from Affidavit. Invoice will be sent. y9liffull J U'L 2 12014 CITY OF FAYETTEVI0.LE CITY CL:EMS OFFICE w ORDINANCE NO 5693 C t T Y O 1= � ` �} AN ORDINANCE= TO ApFROVE THE FIFTH„AMENDMENT TO T,HE ARTICLES '+ x r OF If1C,ORPORATION OF 7-(iE WANTON � � ; AF�TS CENTER FOUNDATION JNC THE ;e SIXni AMENDMENT OF THE ARTICLES /, V,I G OF INCORPORATION OF THE WALTONf ARTS CENTER C011NC)L, 1NC A A R K �1 Th�EiRx AivlEN,pEp BYLAWS 1}ND $T E �M v `' �"����7� AMENDER AND RESTATED INTERLOCAL COOPERATION AGFEEMENT' BETVEI T1E UNIVEIj CFARKANSAS ANDTE CITY OFFAYCI EVIL (' 'VOHEREAS,eUpivers�ty of Arkanoasd C1ty of,Peyetteyllle iracorporate�d the WaltonArtsrCentI'D,-Cby, antl Founcratior� n 867 purs Brat to theJ 1nPerloe C 1A7HEREAS theAe)es of lncorporotion ha a bee rneoeraltime5 �� K and�taed a fairy"co7raprehenelve��,ar<ne�r�menf noW to�io�th en re�Jte co in r�d�,yifahty: and viability of "the Walton Ants Canter on Dmkson S rest in�a nanner t anis Senerally ° commensurate with the quality and quantity of performances and tctivities occurring poor to 2013 antl to authotr eche Walton Arts Center s nghf to expand its peS#ormance venues Into Bentonville and Rogars and WHEREAS the Amended aritl Restated Interlocal Cooperation Agreement together.°wRh proper A3 'droents t4-, the / rtwles of Incorporatiot? pf Wakon Co�ter;- Council'lnc and Walton Arts Center Foundation Inc=should assist in the campaignrto ensure Jrompletion of the Wagon Arts Gentersniargement and enhancement protect and -; " �,s WHEREAS the Umversty ofArkaneasBoard of Tnatees the>UValton Arts, Center, Council Joe Board" ofTrusteesr Intl the �V»Iton Arts;Granter, Foupdatwn Board of Trustees have approved th(s Amended and Restated''Intenocal,Cooperetiori Agreement for the Walfon Arts Center as well as the Amended Arrlcles of Incorporation' antl Bylaws for the Council and Foundation ”, NOW THEREFORE BE iT ORDAINED BY THE CITY COUNCIL OF THIN' '11 - CITY OF FAYETTEVILLE ARKANSAS do 1 Thattfte Cl f,"_"o icil of th�Oity f Fayetteville ArkangAs herepy approves the Fifth`Amendment to}ertieles of J7iCorj bYBtof}he Vf fal}on Qrfs Center:, Fouhtlation Inc _�h"e Stxth Amey men tp3 tt A,r cies%1-1261fpord on of ihb Waiton,- Arts Center Cpuncll, Inc and,, h atnand� BylaWs�;and the Amen ed aCtd Restated Interlobal Cooperation Agreement between the Umvorsdy of Arkansas and the City of° Foyetteyllle PASSED and APPROVED this,lst day of July 2014: APPROVED � gTTEST ' 3 LION)rLD JORDAN, Mayor SO RA E., SMITH City Clerk/Treasurer Date JOURNAL ENTRIES Journal Entry Number vq,2— Prepared by: '' Journal Entry Numbei 97/ q-1 Turberville, Shelly From: Wiredepartment@arvest.com Sent: Tuesday, August 26, 2014 2:30 PM To: Turberville, Shelly Subject: [Cust Inc Wire Advice - eMaill Message ID:140826143017F100 Advice Code:INCSADEM From: Arvest Bank's Wire Transfer Department This funds transfer was received on 2014-08-26, for $1,500,000.00. The funds have been CREDITED to account # **********4406. Sender: Name BK AMER NYC ABA # : 026009593 Reference # 2014082600285511 Received from MERRILL LYNCH AND CO., INC. By Order Of WALTON ARTS CENTER FNDTN PO BOX 354 OMAD Reference # 20140826H2B7001C00038308261530FT03 Additional Funds Transfer Information: Beneficiary: CITY OF FAYETTEVILLE GENERAL FUND Beneficiary Bank: *** Originator Info: WALTON ARTS CENTER FNDTN PO BOX 354 Originator Bank: MERRILL LYNCH AND CO., INC. Originator Bank Info: WALTON ARTS. CENTER FOUNDATION Bank to Bank and all other FRB info fields: CTP Information Local Instrument Code: Cover Payment Information: USD 1,500,000.00 C.9— 41 1 JEff �I/qZ