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HomeMy WebLinkAboutORDINANCE 6194 FnYEt7 oal CF `'R1( 4SP S 113 West Mountain Street Fayetteville,AR 72701 (479)575-8323 Ordinance: 6194 File Number: 2019-0307 SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2019A: AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY'S NOT TO EXCEED (i) $139,500,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2019A, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN STREET, TRAIL, DRAINAGE, PARK, CITY FACILITIES, ARTS CORRIDOR, POLICE FACILITIES AND FIREFIGHTING FACILITIES IMPROVEMENTS AND FOR THE PURPOSE OF REFUNDING THE CITY'S OUTSTANDING SALES AND USE TAX BONDS, AND (ii) $3,170,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, TAXABLE SERIES 2019B, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN ECONOMIC 1 DEVELOPMENT IMPROVEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE PURSUANT TO WHICH THE BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT PROVIDING FOR THE DEFEASANCE AND REDEMPTION OF THE CITY'S OUTSTANDING SALES AND USE TAX BONDS; AND PRESCRIBING OTHER MATTERS RELATING THERETO WHEREAS, the City Council of the City of Fayetteville, Arkansas (the "City") has previously determined that there is a need for a source of revenues to finance all or a portion of the costs of critical capital improvement projects, such as (1) streets and related improvements (the "Streets Project"), (2) trail system and related improvements (the"Trails Project"),(3)drainage and related Page 1 Printed on 6/5/19 ntaA..;4,44.1 btg4 File Number. 2019-0307 improvements (the"Drainage Project"); (4)parks system and related improvements (the"Parks Project"); (5) economic development improvements (the "Economic Development Project"); (6) City facilities and related improvements (the "City Facilities Project"); (7) Arts Corridor and related improvements (the "Arts Corridor Project"); (8) police facilities and related improvements (the "Police Facilities Project"); and (9) firefighting facilities and related improvements (the "Firefighting Facilities Project"); and WHEREAS, the City Council has further determined that additional revenues can be obtained to finance all or a portion of the costs of such critical capital improvement needs by restructuring the City's existing indebtedness secured by sales and use tax receipts through the refunding of the Prior Bonds (defined below) and the rededication of said sales and use tax receipts to new bonded indebtedness; and WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas ("Amendment 62") and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the "Local Government Bond Act"), to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the Economic Development Project, the City Facilities Project, the Arts Corridor Project, the Police Facilities Project and the Firefighting Facilities Project (collectively, the "Projects"), which capital improvement bonds may be secured by and payable from the receipts of the special city-wide sales and use tax authorized by the Local Government Bond Act; and WHEREAS, pursuant to such authority, the City has previously issued and there are presently outstanding (i) its Sales and Use Tax Capital Improvement Bonds, Series 2007, in the aggregate principal amount of$2,255,000 (the "Series 2007 Bonds"), (ii) its Sales and Use Tax Capital Improvement Bonds, Series 2009, in the aggregate principal amount of $615,000 (the "Series 2009 Bonds"), (iii) its Sales and Use Tax Capital Improvement Bonds, Series 2013, in the aggregate principal amount of $7,215,000 (the "Series 2013 Bonds"), and (iv) its Sales and Use Tax Capital Improvement Bonds, Series 2015, in the aggregate principal amount of$2,150,000 (the "Series 2015 Bonds") (collectively, the "Prior Bonds"); and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of Ordinance No. 6216 of the City, adopted and approved on December 18, 2018 (the "Election Ordinance"), there was submitted to the qualified electors of the City ten questions regarding (i) the issuance of not to exceed $12,200,000 in principal amount of refunding bonds for the purpose of redeeming the Prior Bonds, and (ii) the issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements comprising the Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%)pursuant to the Local Government Bond Act(the"Sales and Use Tax"); and WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City voting on each of the ten questions approved the issuance of refunding bonds and capital improvement Page 2 Printed on 6/5/19 p/� 6/ 9i File Number. 2019-0307 bonds in the principal amounts and for each of the specific purposes set forth on the ballot (and the corresponding levy of the Sales and Use Tax, and the pledge of the receipts thereof to the payment of the bonds); and WHEREAS, as authorized under the provisions of Amendment 62 and the Local Government Bond Act and as approved by the qualified electors of the City, the City has now determined to issue and sell (i) its Sales and Use Capital Improvement and Refunding Bonds, Series 2019A, in the aggregate principal amount of not to exceed $139,500,000 (the "Series 2019A Bonds"), in order to provide for the funding of all or a portion of the costs of the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor Project, the Police Facilities Project and the Firefighting Facilities Project and in order to provide for the defeasance and redemption of the Prior Bonds, and (ii) its Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B, in the aggregate principal amount of not to exceed $3,170,000 (the "Series 2019B Bonds"), in order to provide for the funding of all or a portion of the costs of the Economic Development Project; and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2019A Bonds and Series 2019B Bonds (collectively, the "Series 2019 Bonds") to Stephens Inc. (the "Underwriter"), pursuant to the terms of a Bond Purchase Agreement between the City and the Underwriter(the"Bond Purchase Agreement") in substantially the form presented to and before this meeting; NOW,THEREFORE,BE IT ORDAINED by the City Council of the City of Fayetteville, Arkansas that: Section 1: Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act: (a) There is hereby authorized the issuance of bonds of the City to be designated as "Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A" (the "Series 2019A Bonds"). The Series 2019A Bonds shall be issued in the original aggregate principal amount of not to exceed One Hundred Thirty-Nine Million Five Hundred Thousand Dollars ($139,500,000) and shall mature not later than November 1,2035, in the principal amounts and bearing interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2019A Bonds as a whole shall not exceed 4.00%per annum. Of the $139,500,000 maximum aggregate principal amount of Series 2019A Bonds hereby authorized, (i) not to exceed $6,000,000 shall be deemed to apply to the defeasance and refunding of the Prior Bonds(Question 1 on the ballot), (ii) not to exceed$38,500,000 shall be deemed to apply to the Streets Project (Question 2 on the ballot), (iii)not to exceed $3,000,000 shall be deemed to apply to the Trails Project(Question 3 on the ballot), (iv) not to exceed $8,500,000 shall be deemed to apply to the Drainage Project (Question 4 on the ballot), (v) not to exceed $12,000,000 shall be deemed to apply to the Parks Project (Question 5 on the ballot), (vi) not to exceed $575,000 shall be deemed to apply to the City Facilities Project (Question 7 on the ballot), (vii) not to exceed $22,460,000 shall be deemed Page 3 Printed on 6/5/19 ace 4, /92/ File Number. 2019-0307 to apply to the Arts Corridor Project(Question 8 on the ballot), (viii) not to exceed $36,965,000 shall be deemed to apply to the Police Facilities Project (Question 9 on the ballot), and (ix) not to exceed $11,500,000 shall be deemed to apply to the Firefighting Facilities Project (Question 10 on the ballot), and the proceeds of the Series 2019A Bonds shall be allocated accordingly. The proceeds of the Series 2019A Bonds will be utilized to finance all or a portion of the costs of the projects described above, to redeem the Prior Bonds, to establish a debt service reserve for the Series 2019A Bonds or to purchase a surety bond for reserve purposes, if deemed economically beneficial, to pay a premium for bond insurance, if deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2019A Bonds. (b) There is hereby authorized the issuance of bonds of the City to be designated as "Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B" (the "Series 2019B Bonds"). The Series 2019B Bonds shall be issued in the original aggregate principal amount of not to exceed Three Million One Hundred Seventy Thousand Dollars ($3,170,000) and shall mature not later than November 1, 2020, in the principal amounts and bearing interest at the rates specified in the Bond Purchase Agreement. The entire principal amount of Series 201.9B Bonds hereby authorized shall be deemed to apply to the Economic Development Project (Question 6 on the ballot). The average yield on the Series 2019B Bonds as a whole shall not exceed 4.00% per annum. The proceeds of the Series 2019B Bonds will be utilized to finance all or a portion of the costs of the Economic Development Project, to establish a debt service reserve for the Series 2019B Bonds or to purchase a surety bond for reserve purposes, if deemed economically beneficial, to pay a premium for bond insurance, if deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2019B Bonds. The Series 2019A Bonds and the Series 2019B Bonds (collectively, the "Series 2019 Bonds") shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall be subject to redemption prior to maturity, and shall contain such other terms, covenants and conditions, all as set forth in the Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2019 Bonds in multiple series, each series to be in substantially the form thereof contained in the Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2019 Bonds and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Series 2019 Bonds to be accepted and authenticated by the Trustee. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Kutak Rock LLP, Little Rock, Arkansas ("Bond Counsel"), in order to complete the Series 2019 Bonds in substantially the forms contained in the Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2019 Bonds,their execution to constitute conclusive evidence of such approval. Section 2: In order to pay the principal of and interest on the Series 2019 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of the one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. The levy and collection of the Page 4 Printed on 6/5/19 0/1-4.4:k- 0 6/94 File Number. 2019-0307 Sales and Use Tax replaces the levy and collection of prior sales and use taxes by the City at the combined rate of one percent (1.00%) and shall commence as provided in the Local Government Bond Act and continue until such time as the Series 2019 Bonds are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture to redeem the Series 2019 Bonds in full. The City covenants and agrees that all receipts from the Sales and Use Tax will be accounted for separately as special funds on the books of the City, and receipts of said Sales and Use Tax will be deposited and will be used solely as provided in the Trust Indenture. Section 3: To prescribe the terms and conditions upon which the Series 2019 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture (the"Trust Indenture"), by and between the City and Simmons Bank, Pine Bluff, Arkansas (the "Trustee"), and the City Clerk is hereby authorized and directed to execute and acknowledge the Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of Sales and Use Tax receipts and the terms of the Series 2019 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 4: There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto, relating to the Series 2019 Bonds. The Preliminary Official Statement is hereby "deemed final" by the City within the meaning of U.S. Securities and Exchange Commission Rule 15c2-12. The distribution of the Preliminary Official Statement is hereby approved. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the "Official Statement," and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons, the Mayor's execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) Section 5: In order to prescribe the terms and conditions upon which the Series 2019 Bonds are to be sold to the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Page 5 Printed on 6/5/19 File Number: 2019-0307 Agreement on behalf of the City, to be dated as of the date of its execution (the "Bond Purchase Agreement"), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6: In order to provide for continuing disclosure of certain financial and operating information with respect to the Sales and Use Tax and the City to insure compliance with the provisions of Rule 15c2-12 of the U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the "Continuing Disclosure Agreement"), by and between the City and the Simmons Bank, as dissemination agent (the "Dissemination Agent"), and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Dissemination Agent. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Dissemination Agent, the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 7: In order to provide for the defeasance and redemption of the Prior Bonds, the Mayor is hereby authorized and directed to execute an Escrow Deposit Agreement to be dated as of the date of its execution (the "Escrow Agreement"), by and between the City and Simmons Bank, as escrow trustee (the "Escrow Trustee"), and the Mayor is hereby authorized and directed to cause the Escrow Agreement to be executed by the Escrow Trustee. The Escrow Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter, the Escrow Trustee and Bond Counsel in order to complete the Escrow Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Escrow Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Escrow Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 8: In order to secure lower interest rates on the Series 2019A Bonds and the Series 2019B Bonds, the Underwriter has proposed that the City consider the purchase of a policy or policies of bond insurance with a portion of the proceeds of the Series 2019A Bonds and Series 2019B Bonds, Page 6 Printed on 6/5/19 & - :J6 fy1 File Number: 2019-0307 which policy or policies would guarantee the payment of the principal of and interest on the applicable series of bonds when due. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute an insurance commitment and to do any and all things necessary to accomplish the delivery of a bond insurance policy with respect to the Series 2019A Bonds and Series 2019B Bonds. In order that the maximum amount of proceeds of the Series 2019 Bonds be available to refund the Prior Bonds and pay costs of the Projects, the Underwriter has proposed that the City consider the purchase of a surety bond or bonds with a portion of the proceeds of the Series 2019A Bonds and Series 2019B Bonds, which surety bond or bonds would satisfy the funding requirements of the debt service reserve. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute a commitment and to do any and all things necessary to accomplish the delivery of a surety bond or bonds with respect to the debt service reserve for the Series 2019A Bonds and Series 2019B Bonds. Section 9: The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the issuance, sale, execution and delivery of the Series 2019 Bonds and to effect the execution and delivery of the Trust Indenture, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement and a Tax Regulatory Agreement relating to the tax exemption of interest on the Series 2019A Bonds, and to perform all of the obligations of the City under and pursuant thereto. The Mayor and the City Clerk are further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. Section 10: As previously provided in the Election Ordinance, Kutak Rock LLP, Little Rock, Arkansas, is hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series 2019 Bonds. Section 11: The provisions of this Ordinance are hereby declared to be severable, and if any section, phrase or provision shall for any reason be declared to be illegal or invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions of this Ordinance. Section 12: All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. PASSED and APPROVED on 6/4/2019 Approve',/ Attest: 4141 �. Lion- d Jore. ayor Sondra E. Smith, City Clerk Treas`` ERK�rTRF�'i c.••G\T Y 0••V' .• • • r^ FAYE17EVILLE:7 • Page 7 wed�fii /5/19 5 . y A NSP •��w� f FrAYEir y City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville,AR 72701 ; (479)575-8323 1�6 i ; \ fla Text File File Number: 2019-0307 Agenda Date:6/4/2019 Version: 1 Status: Passed In Control:City Council Meeting File Type:Ordinance Agenda Number:C. 10 SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS,SERIES 2019A: AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY'S NOT TO EXCEED (i) $139,500,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2019A, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN STREET, TRAIL, DRAINAGE, PARK, CITY FACILITIES, ARTS CORRIDOR, POLICE FACILITIES AND FIREFIGHTING FACILITIES IMPROVEMENTS AND FOR THE PURPOSE OF REFUNDING THE CITY'S OUTSTANDING SALES AND USE TAX BONDS, AND (ii) $3,170,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, TAXABLE SERIES 2019B, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN ECONOMIC DEVELOPMENT IMPROVEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE PURSUANT TO WHICH THE BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT PROVIDING FOR THE DEFEASANCE AND REDEMPTION OF THE CITY'S OUTSTANDING SALES AND USE TAX BONDS; AND PRESCRIBING OTHER MATTERS RELATING THERETO WHEREAS, the City Council of the City of Fayetteville, Arkansas (the "City") has previously determined that there is a need for a source of revenues to finance all or a portion of the costs of critical capital improvement projects, such as (I) streets and related improvements (the "Streets Project"), (2) trail system and related improvements (the "Trails Project"), (3) drainage and related improvements (the "Drainage Project"); (4) parks system and related improvements (the "Parks Project"); (5) economic development improvements (the "Economic Development Project"); (6) City facilities and related improvements (the "City Facilities Project"); (7) Arts Corridor and related improvements (the "Arts Corridor Project"); (8) police facilities and related improvements (the "Police Facilities Project"); and (9) firefighting facilities and related improvements (the "Firefighting Facilities Project"); and WHEREAS, the City Council has further determined that additional revenues can be obtained to finance all or a portion of the costs of such critical capital improvement needs by restructuring the City's existing indebtedness secured by sales and use tax receipts through the refunding of the Prior Bonds (defined below) City of Fayetteville,Arkansas Page 1 Printed on 6/5/2019 File Number:2019-0307 and the rededication of said sales and use tax receipts to new bonded indebtedness; and WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas ("Amendment 62") and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the "Local Government Bond Act"), to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the Economic Development Project, the City Facilities Project, the Arts Corridor Project, the Police Facilities Project and the Firefighting Facilities Project (collectively, the "Projects"), which capital improvement bonds may be secured by and payable from the receipts of the special city-wide sales and use tax authorized by the Local Government Bond Act;and WHEREAS, pursuant to such authority, the City has previously issued and there are presently outstanding (i) its Sales and Use Tax Capital Improvement Bonds, Series 2007, in the aggregate principal amount of $2,255,000(the "Series 2007 Bonds"), (ii) its Sales and Use Tax Capital Improvement Bonds, Series 2009, in the aggregate principal amount of $615,000(the "Series 2009 Bonds"), (iii) its Sales and Use Tax Capital Improvement Bonds, Series 2013, in the aggregate principal amount of $7,215,000(the "Series 2013 Bonds"), and (iv) its Sales and Use Tax Capital Improvement Bonds, Series 2015, in the aggregate principal amount of $2,150,000(the"Series 2015 Bonds")(collectively,the"Prior Bonds");and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of Ordinance No. 6216 of the City, adopted and approved on December 18, 2018(the "Election Ordinance"), there was submitted to the qualified electors of the City ten questions regarding (i) the issuance of not to exceed $12,200,000 in principal amount of refunding bonds for the purpose of redeeming the Prior Bonds, and (ii) the issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements comprising the Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Local Government Bond Act (the "Sales and Use Tax");and WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City voting on each of the ten questions approved the issuance of refunding bonds and capital improvement bonds in the principal amounts and for each of the specific purposes set forth on the ballot (and the corresponding levy of the Sales and Use Tax,and the pledge of the receipts thereof to the payment of the bonds);and WHEREAS, as authorized under the provisions of Amendment 62 and the Local Government Bond Act and as approved by the qualified electors of the City, the City has now determined to issue and sell (i) its Sales and Use Capital Improvement and Refunding Bonds, Series 2019A, in the aggregate principal amount of not to exceed $139,500,000(the "Series 2019A Bonds"), in order to provide for the funding of all or a portion of the costs of the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor Project, the Police Facilities Project and the Firefighting Facilities Project and in order to provide for the defeasance and redemption of the Prior Bonds, and (ii) its Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B, in the aggregate principal amount of not to exceed $3,170,000 (the "Series 2019B Bonds"), in order to provide for the funding of all or a portion of the costs of the Economic Development Project;and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2019A Bonds and Series 2019B Bonds (collectively, the "Series 2019 Bonds") to Stephens Inc. (the "Underwriter"), pursuant to the terms of a Bond Purchase Agreement between the City and the Underwriter (the "Bond Purchase Agreement") in substantially the form presented to and before this meeting; city of Fayetteville,Arkansas Page 2 Printed on 6/5/2019 File Number. 2019-0307 NOW,THEREFORE,BE IT ORDAINED by the City Council of the City of Fayetteville,Arkansas that: Section 1: Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act: (a) There is hereby authorized the issuance of bonds of the City to be designated as "Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A" (the "Series 2019A Bonds"). The Series 2019A Bonds shall be issued in the original aggregate principal amount of not to exceed One Hundred Thirty-Nine Million Five Hundred Thousand Dollars ($139,500,000) and shall mature not later than November 1, 2035, in the principal amounts and bearing interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2019A Bonds as a whole shall not exceed 4.00% per annum. Of the $139,500,000 maximum aggregate principal amount of Series 2019A Bonds hereby authorized, (i) not to exceed $6,000,000 shall be deemed to apply to the defeasance and refunding of the Prior Bonds (Question 1 on the ballot), (ii) not to exceed $38,500,000 shall be deemed to apply to the Streets Project (Question 2 on the ballot), (iii) not to exceed $3,000,000 shall be deemed to apply to the Trails Project (Question 3 on the ballot), (iv) not to exceed $8,500,000 shall be deemed to apply to the Drainage Project (Question 4 on the ballot), (v) not to exceed $12,000,000 shall be deemed to apply to the Parks Project (Question 5 on the ballot), (vi) not to exceed $575,000 shall be deemed to apply to the City Facilities Project (Question 7 on the ballot), (vii) not to exceed $22,460,000 shall be deemed to apply to the Arts Corridor Project (Question 8 on the ballot), (viii) not to exceed $36,965,000 shall be deemed to apply to the Police Facilities Project (Question 9 on the ballot), and (ix) not to exceed $11,500,000 shall be deemed to apply to the Firefighting Facilities Project (Question 10 on the ballot), and the proceeds of the Series 2019A Bonds shall be allocated accordingly. The proceeds of the Series 2019A Bonds will be utilized to finance all or a portion of the costs of the projects described above, to redeem the Prior Bonds, to establish a debt service reserve for the Series 2019A Bonds or to purchase a surety bond for reserve purposes, if deemed economically beneficial, to pay a premium for bond insurance, if deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2019A Bonds. (b) There is hereby authorized the issuance of bonds of the City to be designated as "Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B" (the "Series 2019B Bonds"). The Series 2019B Bonds shall be issued in the original aggregate principal amount of not to exceed Three Million One Hundred Seventy Thousand Dollars ($3,170,000) and shall mature not later than November 1, 2020, in the principal amounts and bearing interest at the rates specified in the Bond Purchase Agreement. The entire principal amount of Series 2019B Bonds hereby authorized shall be deemed to apply to the Economic Development Project (Question 6 on the ballot). The average yield on the Series 2019B Bonds as a whole shall not exceed 4.00% per annum. The proceeds of the Series 2019B Bonds will be utilized to finance all or a portion of the costs of the Economic Development Project, to establish a debt service reserve for the Series 2019B Bonds or to purchase a surety bond for reserve purposes, if deemed economically beneficial, to pay a premium for bond insurance, if deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2019B Bonds. The Series 2019A Bonds and the Series 2019B Bonds (collectively, the "Series 2019 Bonds") shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall be subject to redemption prior to maturity, and shall contain such other terms, covenants and conditions, all as set forth in the Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2019 Bonds in multiple series, each series to be in substantially the form thereof contained in the City of Fayetteville,Arkansas Page 3 Printed on 6/5/2019 File Number:2019-0307 Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2019 Bonds and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Series 2019 Bonds to be accepted and authenticated by the Trustee. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Kutak Rock LLP, Little Rock, Arkansas ("Bond Counsel"), in order to complete the Series 2019 Bonds in substantially the forms contained in the Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2019 Bonds,their execution to constitute conclusive evidence of such approval. Section 2: In order to pay the principal of and interest on the Series 2019 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of the one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. The levy and collection of the Sales and Use Tax replaces the levy and collection of prior sales and use taxes by the City at the combined rate of one percent (1.00%) and shall commence as provided in the Local Government Bond Act and continue until such time as the Series 2019 Bonds are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture to redeem the Series 2019 Bonds in full. The City covenants and agrees that all receipts from the Sales and Use Tax will be accounted for separately as special funds on the books of the City, and receipts of said Sales and Use Tax will be deposited and will be used solely as provided in the Trust Indenture. Section 3: To prescribe the terms and conditions upon which the Series 2019 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture (the "Trust Indenture"), by and between the City and Simmons Bank, Pine Bluff, Arkansas (the "Trustee"), and the City Clerk is hereby authorized and directed to execute and acknowledge the Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of Sales and Use Tax receipts and the terms of the Series 2019 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 4: There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto, relating to the Series 2019 Bonds. The Preliminary Official Statement is hereby "deemed final" by the City within the meaning of U.S. Securities and Exchange Commission Rule 15c2-12. The distribution of the Preliminary Official Statement is hereby approved. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the "Official Statement," and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons,the Mayor's execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) Section 5: In order to prescribe the terms and conditions upon which the Series 2019 Bonds are to be sold to City of Fayetteville,Arkansas Page 4 Printed on 6/5/2019 File Number:2019-0307 the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Agreement on behalf of the City, to be dated as of the date of its execution (the "Bond Purchase Agreement"), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6: In order to provide for continuing disclosure of certain financial and operating information with respect to the Sales and Use Tax and the City to insure compliance with the provisions of Rule 15c2-12 of the U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the "Continuing Disclosure Agreement"), by and between the City and the Simmons Bank, as dissemination agent (the "Dissemination Agent"), and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Dissemination Agent. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Dissemination Agent, the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 7: In order to provide for the defeasance and redemption of the Prior Bonds, the Mayor is hereby authorized and directed to execute an Escrow Deposit Agreement to be dated as of the date of its execution (the "Escrow Agreement"), by and between the City and Simmons Bank, as escrow trustee (the "Escrow Trustee"), and the Mayor is hereby authorized and directed to cause the Escrow Agreement to be executed by the Escrow Trustee. The Escrow Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter, the Escrow Trustee and Bond Counsel in order to complete the Escrow Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Escrow Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Escrow Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 8: In order to secure lower interest rates on the Series 2019A Bonds and the Series 2019B Bonds, the Underwriter has proposed that the City consider the purchase of a policy or policies of bond insurance with a portion of the proceeds of the Series 2019A Bonds and Series 2019B Bonds, which policy or policies would guarantee the payment of the principal of and interest on the applicable series of bonds when due. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute an insurance commitment and to do any and all things necessary to accomplish the delivery of a bond insurance policy with respect to the Series 2019A Bonds and Series 2019B Bonds. In order that the maximum amount of proceeds of the Series 2019 Bonds be available to refund the Prior Bonds and pay costs of the Projects, the Underwriter has proposed that the City consider the purchase of a surety bond or bonds with a portion of the proceeds of the Series 2019A Bonds and Series 2019B Bonds, which surety bond or bonds would satisfy the funding requirements of the debt service reserve. If deemed City of Fayetteville,Arkansas Page 5 Printed on 6/5/2019 File Number:2019-0307 economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute a commitment and to do any and all things necessary to accomplish the delivery of a surety bond or bonds with respect to the debt service reserve for the Series 2019A Bonds and Series 2019B Bonds. Section 9: The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the issuance, sale, execution and delivery of the Series 2019 Bonds and to effect the execution and delivery of the Trust Indenture, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement and a Tax Regulatory Agreement relating to the tax exemption of interest on the Series 2019A Bonds, and to perform all of the obligations of the City under and pursuant thereto. The Mayor and the City Clerk are further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. Section 10: As previously provided in the Election Ordinance, Kutak Rock LLP, Little Rock, Arkansas, is hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series 2019 Bonds. Section 11: The provisions of this Ordinance are hereby declared to be severable, and if any section, phrase or provision shall for any reason be declared to be illegal or invalid, such declaration shall not affect the validity of the remainder of the sections,phrases or provisions of this Ordinance. Section 12: All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. City of Fayetteville,Arkansas Page 6 Printed on 6/5/2019 City of Fayetteville Staff Review Form 2019-0307 Legistar File ID 6/4/2019 City Council Meeting Date-Agenda Item Only N/A for Non-Agenda Item Paul A. Becker 5/14/2019 Chief Financial Officer Finance& Internal Services Department Submitted By Submitted Date Division/Department Action Recommendation: CITY SALES AND USE TAX BONDS: ISSUANCE AND SALE OF NOT TO EXCEED$142,670,000 OF BY THE CITY OF SALES AND USE TAX REFUNDING BONDS AND SALES AND USE TAX CAPITAL IMPROVEMENT BONDS,SERIES 2019 FOR VARIOUS PURPOSES. Budget Impact: VARIOUS VARIOUS Account Number Fund VARIOUS VARIOUS Project Number Project Title Budgeted Item? NA Current Budget $ - Funds Obligated $ - Current Balance $ - Does item have a cost? NA Item Cost $ - Budget Adjustment Attached? NA Budget Adjustment $ - Remaining Budget $ - V20180321 Purchase Order Number: Previous Ordinance or Resolution# Change Order Number: • Approval Date: Original Contract Number: Comments: CITY OF FAYETTEVILLE CITY COUNCIL MEMO V.W ARKANSAS MEETING OF JUNE 4, 2019 TO: Mayor and City Council FROM: Paul A. Becker, Chief Financial Officer DATE: May 28, 2019 SUBJECT: Council Authorization of Phase One of the 2019 Sales Tax Bond Program RECOMMENDATION: This request is for the City to Issue up to $142,670,000 in bonds for the 2019 phase one of the Sales Tax Bond Issue which represents a portion of the bonds authorized by the voters of Fayetteville. DISCUSSION: On April 9, 2019, the Citizens voted to authorize Sales Tax Bonds of up to $226,065,000 for various purposes as specified in Ordinance 6126 approved by the City Council . However, since the funds generated by the nontaxable bonds must be spent in 3 years, this request represents the initial issuance phase. This request is for up to $142,670,000 to insure the issue will generate at least $134,612,000. This will allow for maximum flexibility to adjust to interest rates in effect at the time and make decisions regarding the purchase of a surety bond or actually using bond proceeds to meet the reserve requirements, and to determine cost effectiveness of bond insurance and having the bonds rated. Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville,AR 72701 Amounts anticipated to actually spend per question are as follows: Question One Refinancing of the current bonds $ 6,000,000 Question Two Transportation Improvements $ 36,000,000 Question Three Trail Improvements $ 2,400,000 Question Four Drainage Improvements $ 8,000,000 Question Five Park Improvements $ 11,069,000 Question Six Economic Development $ 3,170,000 Question Seven City Facilities Improvements $ 500,000 Question Eight Construction of an Arts Corridor $ 20,000,000 Question Nine Police Facilities Improvements $ 36,965,000 Question Ten Firefighting Facilities Improvements $ 10,508,000 $ 134,612,000 BUDGET/STAFF IMPACT: The approval of this ordinance will allow the City to sell bonds to generate the funding for at least $134,612,000 projects to be completed in Fayetteville. The bond issue will be paid off from the proceeds of a one cent sales tax as approved by the voters for the purposes specified in the 10 questions presented to the voters on the election ballot. 2 RECEIVED 'JUN 2 6 2019 NORTHwEsTARKANSAS CITY OF FAYETTEVILLE In CITY CLERK'S OFFICE emocrar C azeffe AFFIDAVIT OF PUBLICATION I Cathy Staggs, do solemnly swear that I am the Accounting Manager of the Northwest Arkansas Democrat -Gazette, printed and published in Washington County and Benton County, Arkansas, and of bona fide circulation, that from my own personal knowledge and reference to the files of said publication, the advertisement of- CITY £ CITY OF FAYETTEVILLE Ord. 6194 Was inserted in the Regular Edition on: June 13, 2019 Attached Copy Publication Charges: $ $1236.30 Subscribed and sworn to before me This I � day of SC.4_ , 2019. &-, e, '�- Notary Public My Commission Expires:/ CATHY WILES **NOTE** Arkansas - Benton County NotPublic - Comm# 12397118 Please do not pay from Affi avIly Commission Expires Feb 20, 2024 Invoice will be sent. =-� Ordinance: 6194 File Number: 2019-0307 SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS, SERIES 2019A: AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY'S NOT TO EXCEED (i) $139,500,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS SERIES 2019A, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN STREET, TRAIL, DRAINAGE, PARK, CITY FACILITIES, ARTS CORRIDOR, POLICE FACILITIES AND FIREFIGHTING FACILITIES IMPROVEMENTS AND FOR THE PURPOSE OF REFUNDING THE CITY'S OUTSTANDING SALES AND USE TAX BONDS, AND (ii) $3,170,000 OF SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, TAXABLE SERIES 2019B, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN ECONOMIC DEVELOPMENT IMPROVEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE PURSUANT TO WHICH THE BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE BONDS WILL BE OFFERED, AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT, AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT PROVIDING FOR THE DEFEASANCE AND REDEMPTION OF THE CITY'S OUTSTANDING SALES AND USE TAX BONDS; AND PRESCRIBING OTHER MATTERS RELATING THERETO WHEREAS, the City Council of the City of Fayetteville, Arkansas (the "City") has previously determined that there is a need for a source of revenues to finance all or a portion of the costs of critical capital improvement projects, such as ( I ) streets and related improvements (the "Streets Project"), (2) trail system and related improvements (the "Trails Project"), (3) drainage and related improvements (the "Drainage Project"); (4) parks system and related improvements (the "Parks Project"), (5) economic development improvements (the "Economic Development Project"); (6) City facilities and related improvements (the "City Facilities Project"); (7) Arts Corridor and related improvements (the "Arts Corridor Project") ' roject"); (8) police facilities and related improvements (the "Police Facilities Project"); and (9) firefighting facilities and related improvements (the "Firefighting Facilities Project"); and WHEREAS, the City Council has further determined that additional revenues can be obtained to finance all or a portion of the costs of such critical capital improvement needs by restructuring the City's existing indebtedness secured by sales and use tax receipts through the refunding of the Prior Bonds (defined below) and the rededication of said sales and use tax receipts to new bonded indebtedness; and WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas ("Amendment 62") and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the "Local Government Bond Act"), to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the Economic Development Project, the City Facilities Project, the Arts Corridor Project, the Police Facilities Project and the Firefighting Facilities Project (collectively, the "Projects"), which capital improvement bonds may be secured by and payable from the receipts of the special city- wide sales and use tax authorized by the Local Government Bond Act; and WHEREAS, pursuant to such authority, the City has previously issued and there are presently outstanding (i) its Sales and Use Tax Capital Improvement Bonds, Series 2007, in the aggregate principal amount of $2,255,000 (the "Series 2007 Bonds"), (ii) its Sales and Use Tax Capital Improvement Bonds, Series 2009, in the aggregate principal amount of $615,000 (the "Series 2009 Bonds"), (iii) its Sales and Use Tax Capital Improvement Bonds, Series 2013, in the aggregate principal amount of $7,215,000 (the "Series 2013 Bonds"), and (iv) its Sales and Use Tax Capital Improvement Bonds, Series 2015, in the aggregate principal amount of $2,150,000 (the "Series 2015 Bonds") (collectively, the "Prior Bonds"); and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act and the provisions of Ordinance No. 6216 of the City, adopted and approved on December 18, 2018 (the "Election Ordinance"), there was submitted to the qualified electors of the City ten questions regarding (i) the issuance of not to exceed $12,200,000 in principal amount of refunding bonds for the purpose of redeeming the Prior Bonds, and (ii) the issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements comprising the Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Local Government Bond Act (the "Sales and Use Tax"); and WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City voting on each of the ten questions approved the issuance of refunding bonds and capital improvement bonds in the principal amounts and for each of the specific purposes set forth on the ballot (and the corresponding levy of the Sales and Use Tax, and the pledge of the receipts thereof to the payment of the bonds); and WHEREAS, as authorized under the provisions of Amendment 62 and the Local Government Bond Act and as approved by the qualified electors of the City, the City has now determined to issue and sell (i) its Sales and Use Capital Improvement and Refunding Bonds, Series 2019A, in the aggregate principal amount of not to exceed $139,500,000 (the "Series 2019A Bonds"), in order to provide for the finding of all or a portion of the costs of the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor Project, the Police Facilities Project and the Firefighting Facilities Project and in order to provide for the defeasance and redemption ofthe Prior Bonds, and (ii) its Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B, in the aggregate principal amount of not to exceed $3,170,000 (the "Series 2019B Bonds"), in order to provide for the funding of all or a portion of the costs of the Economic Development Project, and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2019A Bonds and Series 2019B Bonds (collectively, the "Series 2019 Bonds") to Stephens Inc. (the "Underwriter"), pursuant to the terms of a Bond Purchase Agreement between the City and the Underwriter (the "Bond Purchase Agreement") in substantially the form presented to and before this meeting; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fayetteville, Arkansas that: Section 1: Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act (a) There is hereby authorized the issuance of bonds of the City to be designated as "Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A" (the "Series 2019A Bonds"). The Series 2019A Bonds shall be issued in the original aggregate principal amount of not to exceed One Hundred Thirty -Nine Million Five Hundred Thousand Dollars ($139,500,000) and shall mature not later than November 1, 2035, in the principal amounts and bearing interest at the rates specified in the Bond Purchase Agreement. The average yield on the Series 2019A Bonds as a whole shall not exceed 4.00% per annum. Of the $139,500,000 maximum aggregate principal amount of Series 2019A Bonds hereby authorized, (i) not to exceed $6,000,000 shall be deemed to apply to the defeasance and refunding of the Prior Bonds (Question 1 on the ballot), (it) not to exceed $38,500,000 shall be deemed to apply to the Streets Project (Question 2 on the ballot), (iii) not to exceed $3,000,000 shall be deemed to apply to the Trails Project (Question 3 on the ballot), (iv) not to exceed $8,500,000 shall be deemed to apply to the Drainage Project (Question 4 on the ballot), (v) not to exceed $12,000,000 shall be deemed to apply to the Parks Project (Question 5 on the ballot), (vi) not to exceed $575,000 shall be deemed to apply to the City Facilities Project (Question 7 on the ballot), (vii) not to exceed $22,460,000 shall be deemed to apply to the Arts Corridor Project (Question 8 on the ballot), (viii) not to exceed $36,965,000 shall be deemed to apply to the Police Facilities Project (Question 9 on the ballot), and (ix) not to exceed $11,500,000 shall be deemed to apply to the Firefighting Facilities Project (Question 10 on the ballot), and the proceeds of the Series 2019A Bonds shall be allocated accordingly. The proceeds of the Series 2019A Bonds will be utilized to finance all or a portion of the costs of the projects described above, to redeem the Prior Bonds, to establish a debt service reserve for the Series 2019A Bonds or to purchase a surety bond for reserve purposes, if deemed economically beneficial, to pay a premium for bond insurance, if deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2019A Bonds. (b) There is hereby authorized the issuance of bonds of the City to be designated as "Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B" (the "Series 20198 Bonds"). The Series 2019B Bonds shall be issued in the original aggregate principal amount of not to exceed Three Million One Hundred Seventy Thousand Dollars ($3,170,000) and shall mature not later than November 1, 2020, in the principal amounts and bearing interest at the rates specified in the Bond Purchase Agreement. The entire principal amount of Series 2019B Bonds hereby authorized shall be deemed to apply to the Economic Development Project (Question 6 on the ballot). The average yield on the Series 2019B Bonds as a whole shall not exceed 4.00% per annum. The proceeds of the Series 2019B Bonds will be utilized to finance all or a portion of the costs of the Economic Development Project, to establish a debt service reserve for the Series 2019B Bonds or to purchase a surety bond for reserve purposes, if deemed economically beneficial, to pay a premium for bond insurance, if deemed economically beneficial, and to pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2019B Bonds. The Series 2019A Bonds and the Series 2019B Bonds (collectively, the "Series 2019 Bonds") shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall be subject to redemption prior to maturity, and shall contain such other terms, covenants and conditions, all as set forth in the Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2019 Bonds in multiple series, each series to be in substantially the form thereof contained in the Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2019 Bonds and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Series 2019 Bonds to be accepted and authenticated by the Trustee. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Kutak Rock LLP, Little Rock, Arkansas ('Bond Counsel"), in order to complete the Series 2019 Bonds in substantially the forms contained in the Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2019 Bonds, their execution to constitute conclusive evidence of such approval. Section 2: In order to pay the principal of and interest on the Series 2019 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of the one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. The levy and collection of the Sales and Use Tax replaces the levy and collection of prior sales and use taxes by the City at the combined rate of one percent (1.00%) and shall commence as provided in the Local Government Bond Act and continue until such time as the Series 2019 Bonds are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture to redeem the Series 2019 Bonds in full. The City covenants and agrees that all receipts from the Sales and Use Tax will be accounted for separately as special funds on the books of the City, and receipts of said Sales and Use Tax will be deposited and will be used solely as provided in the Trust Indenture. Section 3: To prescribe the terms and conditions upon which the Series 2019 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture (the "Trust Indenture"), by and between the City and Simmons Bank, Pine Bluff, Arkansas (the "Trustee"), and the City Clerk is hereby authorized and directed to execute and acknowledge the Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of Sales and Use Tax receipts and the terms of the Series 2019 Bonds, The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Trust Indenture, their execution to constitute conclusive evidence ofsuch approval. (Advice is given that a copy of the Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 4: There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto, relating to the Series 2019 Bonds. The Preliminary Official Statement is hereby "deemed final" by the City within the meaning of U.S. Securities and Exchange Commission Rule 15c2-12. The distribution of the Preliminary Official Statement is hereby approved. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the "Official Statement," and the Mayor is hereby authorized to execute the Oficial Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Oficial Statement in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons, the Mayor's execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) Section 5: In order to prescribe the terms and conditions upon which the Series 2019 Bonds are to be sold to the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Agreement on behalf of the City, to be dated as of the date of its execution (the 'Bond Purchase Agreement"), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6: In order to provide for continuing disclosure of certain financial and operating information with respect to the Sales and Use Tax and the City to insure compliance with the provisions of Rule 15c2-12 of the U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the "Continuing Disclosure Agreement"), by and between the City and the Simmons Bank, as dissemination agent (the "Dissemination Agent"), and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Dissemination Agent. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Dissemination Agent, the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 7: In order to provide for the defeasance and redemption of the Prior Bonds, the Mayor is hereby authorized and directed to execute an Escrow Deposit Agreement to be dated as of the date of its execution (the "Escrow Agreement"), by and between the City and Simmons Bank, as escrow trustee (the "Escrow Trustee"), and the Mayor is hereby authorized and directed to cause the Escrow Agreement to be executed by the Escrow Trustee. The Escrow Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter, the Escrow Trustee and Bond Counsel in order to complete the Escrow Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Escrow Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Escrow Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 8: In order to secure lower interest rates on the Series 2019A Bonds and the Series 2019B Bonds, the Underwriter has proposed that the City consider the purchase of a policy or policies of bond insurance with a portion of the proceeds of the Series 2019A Bonds and Series 2019B Bonds, which policy or policies would guarantcr the payment of the principal of and interest on the applicable series of bonds when due. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute an insurance commitment and to do any and all things necessary to accomplish the delivery of a bond insurance policy with respect to the Series 2019A Bonds and Series 2019B Bonds. In order that the maximum amount of proceeds of the Series 2019 Bonds be available to refund the Prior Bonds and pay costs of the Projects, the Underwriter has proposed that the City consider the purchase of a surety bond or bonds with a portion of the proceeds of the Series 2019A Bonds and Series 2019B Bonds, which surety bond or bonds would satisfy the funding requirements of the debt service reserve. If deemed economically advantageous by the Mayor, upon the advice of the Underwriter, the Mayor is hereby authorized to execute a commitment and to do any and all things necessary to accomplish the delivery ofa surety bond or bonds with respect to the debt service reserve for the Series 2019A Bonds and Series 2019B Bonds. Section 9: The Mayor and Citv Clerk, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the issuance, sale, execution and delivery of the Series 2019 Bonds and to effect the execution and delivery of the Trust Indenture, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement and a Tax Regulatory Agreement relating to the tax exemption of interest on the Series 2019A Bonds, and to perform all of the obligations of the City under and pursuant thereto. The Mayor and the City Clerk are ftmher authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. Section 10: As previously provided in the Election Ordinance, Kutak Rock LLP, Little Rock, Arkansas, is hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series 2019 Bonds. Section 11: The provisions of this Ordinance are hereby declared to be severable, and if any section, phrase or provision shall for any reason be declared to be illegal or invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions of this Ordinance. Section 12: All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. PASSED and APPROVED on 6/4/2019 Approved: Lioneld Jordan, Mayor Attest: Sondra E. Smith, City Clerk Treasurer 74977651 June 13, 2019