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Home My WebLink AboutOrdinance 6563 • OF FAYErrf ARCH, tp KANSP 113 West Mountain Street Fayetteville,AR 72701 (479)575-8323 Ordinance: 6563 File Number: 2022-0355 SALES AND USE TAX CAPITAL IMPROVEMENT BONDS,SERIES 2022: AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY'S NOT TO EXCEED$74,340,000 SALES AND USE TAX CAPITAL IMPROVEMENT BONDS,SERIES 2022,FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN STREET,TRAIL,DRAINAGE,PARK,CITY FACILITIES,ARTS CORRIDOR AND FIREFIGHTING FACILITIES AND IMPROVEMENTS;AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2022 BONDS WILL BE ISSUED AND SECURED;AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2022 BONDS WILL BE OFFERED;AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2022 BONDS;AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT;AND PRESCRIBING OTHER MATTERS RELATING THERETO WHEREAS,the City Council of the City of Fayetteville,Arkansas(the"City")has previously determined that there is a need for a source of revenues to finance all or a portion of the costs of critical capital improvement projects,including(1)streets and related improvements(the"Streets Project"),(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)City facilities and related improvements(the"City Facilities Project");(6)Arts Corridor and related improvements(the"Arts Corridor Project");and(7)firefighting facilities and related improvements(the"Firefighting Facilities Project");and WHEREAS,the City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas,including particularly Amendment 62 to the Constitution of the State of Arkansas("Amendment 62")and Title 14,Chapter 164,Subchapter 3 of the Arkansas Code of 1987 Annotated(the"Local Government Bond Act"),to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the Streets Page 1 Printed on 5/4/22 • I Ordinance: 6563 File Number. 2022-0355 Project,the Trails Project,the Drainage Project,the Parks Project,the City Facilities Project,the Arts Corridor 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 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 various questions regarding the issuance of an aggregate of not to exceed$213,865,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements, including the Projects,said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent(1.00%)pursuant to the Local Government Bond Act(the"Sales and Use Tax");and WHEREAS,at a special election held April 9,2019,a majority of the qualified electors of the City voting on each of the questions approved the issuance of capital improvement bonds in the principal amounts and for each of the specific purposes set forth on the ballot(and the corresponding levy of the Sales and Use Tax,and the pledge of the receipts thereof to the payment of the bonds);and WHEREAS,pursuant to Amendment 62 and the Local Government Bond Act,as approved by the qualified electors of the City,and as authorized by Ordinance No.6194 of the City,adopted and approved on June 4,2019,the City has previously issued(i)its$124,425,000 Sales and Use Tax Capital Improvement and Refunding Bonds,Series 2019A(the"Series 2019A Bonds"),and(ii)it $3,170,000 Sales and Use Tax Capital Improvement Bonds,Taxable Series 2019B(the"Series 2019B Bonds");and WHEREAS,the Series 2019B Bonds have been paid in full;and WHEREAS,as authorized under the provisions of Amendment 62 and the Local Government Bond Act and as approved by the qualified electors of the City,the City has now determined to issue and sell its Sales and Use Tax Capital Improvement Bonds,Series 2022,in the aggregate principal amount of not to exceed$74,340,000(the"Series 2022 Bonds"),in order to provide funding for all or a portion of the costs of the Projects;and WHEREAS,as authorized by the provisions of the Election Ordinance,the City has previously made arrangements for the sale of the Series 2022 Bonds to Stephens Inc.,Fayetteville,Arkansas(the "Underwriter"),pursuant to the terms of a Bond Purchase Agreement between the City and the Underwriter(the"Bond Purchase Agreement")in substantially the form presented to and before this meeting. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,ARKANSAS: Section 1. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act,there is hereby authorized the issuance of bonds of the City to be designated as"Sales and Page 2 Printed on 5/4/22 • • Ordinance: 6563 File Number: 2022-0355 Use Tax Capital Improvement and Refunding Bonds, Series 2022"(the"Series 2022 Bonds"). The Series 2022 Bonds shall be issued in the original aggregate principal amount of not to exceed Seventy-Four Million Three Hundred Forty Thousand Dollars($74,340,000)and shall mature not later than November 1,2035,in the principal amounts and bearing interest at the rates to be specified in the Bond Purchase Agreement.The average yield on the Series 2022 Bonds as a whole shall not exceed 4.500%per annum. Of the$74,340,000 maximum aggregate principal amount of Series 2022 Bonds hereby authorized,(i)not to exceed$29,490,000 shall be deemed to apply to the Streets Project(Question 2 on the ballot),(ii)not to exceed$4,570,000 shall be deemed to apply to the Trails Project(Question 3 on the ballot),(iii)not to exceed$8,210,000 shall be deemed to apply to the Drainage Project(Question 4 on the ballot),(iv)not to exceed$10,950,000 shall be deemed to apply to the Parks Project(Question 5 on the ballot),(v)not to exceed$2,690,000 shall be deemed to apply to the City Facilities Project(Question 7 on the ballot),(vi)not to exceed$12,615,000 shall be deemed to apply to the Arts Corridor Project(Question 8 on the ballot),and(vii)not to exceed $5,815,000 shall be deemed to apply to the Firefighting Facilities Project(Question 10 on the ballot), and the proceeds of the Series 2022 Bonds shall be allocated accordingly.The proceeds of the Series 2022 Bonds will be utilized to finance all or a portion of the costs of the Projects described above,and to pay printing,underwriting,legal and other expenses incidental to the issuance of the Series 2022 Bonds. The Series 2022 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 First Supplemental Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2022 Bonds in substantially the form thereof contained in the First Supplemental Trust Indenture submitted to this meeting,and the City Clerk is hereby authorized and directed to execute and deliver the Series 2022 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 2022 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 2022 Bonds in substantially the form contained in the First Supplemental Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2022 Bonds,their execution to constitute conclusive evidence of such approval. Section 2.In order to pay the principal of and interest on the Series 2022 Bonds as they mature or are called for redemption prior to maturity,there is hereby pledged all of the receipts of an existing one percent(1.00%)Sales and Use Tax levied by the Election Ordinance. Such pledge securing the Series 2022 Bonds shall be made on a parity basis with the existing pledge of such receipts in favor of the Series 2019A Bonds. The levy and collection of the Sales and Use Tax shall continue until such time as the Series 2019A Bonds and the Series 2022 Bonds are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture to redeem the Series 2019A Bonds and the Series 2022 Bonds in full.The City covenants and agrees that all receipts from the Sales and Use Tax Page 1 Printed on 5/4/22 • • Ordinance: 6563 File Number 2022-0355 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(defined below). Section 3.To prescribe the terms and conditions upon which the Series 2022 Bonds are to be executed,authenticated,issued,accepted,held and secured,the Mayor is hereby authorized and directed to execute and acknowledge a First Supplemental Trust Indenture(the"First Supplemental Trust Indenture"),by and between the City and Simmons Bank,Pine Bluff,Arkansas,as trustee(the "Trustee"),and the City Clerk is hereby authorized and directed to execute and acknowledge the First Supplemental Trust Indenture and to affix the seal of the City thereto,and the Mayor and the City Clerk are hereby authorized and directed to cause the First Supplemental Trust Indenture to be accepted,executed and acknowledged by the Trustee. The First Supplemental Trust Indenture supplements and amends a Trust Indenture dated as of August 1,2019,by and between the City and the Trustee(the"Original Indenture,"and collectively with the First Supplemental Trust Indenture,the "Trust Indenture").The First Supplemental Trust Indenture is hereby approved in substantially the form submitted to this meeting,including,without limitation,the provisions thereof pertaining to the pledge of the Sales and Use Tax receipts and the terms of the Series 2022 Bonds. The Mayor is hereby authorized to confer with the Trustee,the Underwriter and Bond Counsel in order to complete the First Supplemental Trust Indenture in substantially the form submitted to this meeting,with such changes as shall be approved by such persons executing the First Supplemental Trust Indenture,their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the First Supplemental Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 4.There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto,relating to the Series 2022 Bonds.The distribution of the Preliminary Official Statement is hereby approved.The Preliminary Official Statement,as amended to conform to the terms of the Bond Purchase Agreement,including Exhibit A thereto,and with such other changes and amendments as are mutually agreed to by the City and the Underwriter,is herein referred to as the"Official Statement,"and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting,and the Mayor is hereby authorized to confer with the Trustee,the Underwriter and Bond Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official Statement submitted to this meeting,with such changes as shall be approved by such persons,the Mayor's execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) Section 5.In order to prescribe the terms and conditions upon which the Series 2022 Bonds are to be sold to the Underwriter,the Mayor is hereby authorized and directed to execute a Bond Purchase Page 4 Printed on 5/4/22 • Ordinance: 6563 File Number: 2022-0355 Agreement on behalf of the City,to be dated as of the date of its execution(the"Bond Purchase Agreement"),by and between the City and the Underwriter,and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting,and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting,with such changes as shall be approved by such persons executing the Bond Purchase Agreement,their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6.In order to provide for continuing disclosure of certain financial and operating information with respect to the Sales and Use Tax and the City in compliance with the provisions of Rule 15c2-12 of the U. S. Securities and Exchange Commission,the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution(the"Continuing Disclosure Agreement"),by and between the City and the Trustee,and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Trustee. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting,and the Mayor is hereby authorized to confer with the Trustee,the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting,with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement,their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 7.The Mayor and City Clerk,for and on behalf of the City,are hereby authorized and directed to do any and all things necessary to effect the issuance,sale,execution and delivery of the Series 2022 Bonds and to effect the execution and delivery of the First Supplemental Trust Indenture, the Bond Purchase Agreement,the Official Statement,the Continuing Disclosure Agreement and a Tax Compliance Agreement relating to the tax exemption of interest on the Series 2022 Bonds,and to perform all of the obligations of the City under and pursuant thereto. The Mayor and the City Clerk are further authorized and directed,for and on behalf of the City,to execute all papers,documents, certificates and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. Section 8.As previously provided in the Election Ordinance,Kutak Rock LLP,Little Rock, Arkansas,is hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series 2022 Bond s. Section 9.The provisions of this Ordinance are hereby declared to be severable,and if any section, phrase or provision shall for any reason be declared to be illegal or invalid,such declaration shall not affect the validity of the remainder of the sections,phrases or provisions of this Ordinance. Section 10.All ordinances,resolutions and parts thereof in conflict herewith are hereby repealed to Page 5 Printed on 5/4/22 • a -- Ordinance: 6563 File Number: 2022-0355 the extent of such conflict. PASSED and APPROVED on 5/3/2022 Approved: Attest: ``��111111i►iri,// ` ,F.R. .TRH , FAYET?E,-IEEE ' Lioneld Jordan, Mayo Kara Paxton, City Clerk Treasured ' Page 8 Printed on 5/4/22 $74,340,000 CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BONDS SERIES 2022 TRANSCRIPT OF PROCEEDINGS Dated as of June 22, 2022 Prepared By: KUTAK ROCK LLP 124 West Capitol, Suite 2000 Little Rock, Arkansas 72201 4865-4376-8611.1 $74,340,000 CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BONDS SERIES 2022 CLOSING INDEX TAB Proceedings and Certificates Related to Election Certificate of City of Fayetteville, Arkansas (the "City") as to Election Matters Exhibit A - Ordinance No. 6126 adopted December 18, 2018, calling a special election and levying a one percent (1.00%) city-wide sales and use tax 2 Exhibit B - Minutes of City Council meeting held December 18, 2018, reciting adoption of Ordinance No. 6126 3 Exhibit C - Proof of Publication of Ordinance No. 6126 in the Northwest Arkansas edition of the Arkansas Democrat -Gazette on January 3, 2019 4 Exhibit D — Proof of Publication of Notice of Special Election in the Northwest Arkansas edition of the Arkansas Democrat -Gazette on March 22, 2019 Exhibit E — Proof of Publication of Mayor's Proclamation of Election Results in the Northwest Arkansas edition of the Arkansas Democrat -Gazette on April 25, 2019 Certificate of Washington County Board of Election Commissioners Ascertaining and Declaring Results of Special Election held April 9, 2019 7 4865-4376-8611.1 TAB Proceedings and Certificates Related to Bond Issuance Closing Certificate and Request of the City 8 Exhibit A - Ordinance No. 6563 adopted May 3, 2022, authorizing issuance of the Bonds and pledging receipts of a one percent (1.00%) city-wide sales and use tax 9 Exhibit B - Minutes of City Council meeting held May 3, 2022, reciting adoption of Ordinance No. 6563 10 Exhibit C - Proof of Publication of Ordinance No. 6563 in the Northwest Arkansas edition of the Arkansas Democrat -Gazette on May 15, 2022 11 Exhibit D — Schedule of Bond Issuance Costs to be Paid at Closing 12 Form 8038-G and Proof of Mailing to Internal Revenue Service 13 Principal Documents Trust Indenture dated as of August 1, 2019, by and between the City and Simmons Bank, as trustee (the "Trustee") 14 First Supplemental Trust Indenture dated as of June 1, 2022, by and between the City and the Trustee 15 Tax Compliance Agreement dated June 22, 2022, by and between the City and the Trustee 16 Continuing Disclosure Agreement dated June 22, 2022, by and between the City and Simmons Bank, as dissemination agent (the "Dissemination Agent") 17 Copies of Bonds Bond Purchase Agreement dated June 9, 2022, by and between the City and Stephens Inc., as underwriter (the "Underwriter") 19 Preliminary Official Statement 20 Official Statement 21 2 4865-4376-8611.1 TAB Opinions Approving Opinion of Bond Counsel 22 Supplemental Opinion of Bond Counsel 23 Opinion of City Attorney 24 Miscellaneous Certificates of Arkansas Department of Finance and Administration and State Treasurer as to Sales and Use Tax 25 Trustee's Certificate 26 Underwriter's Certificate 27 Underwriter's Receipt 28 Trustee's Receipt and Certificate as to Application of Funds 29 DTC Blanket Letter of Representations Standard & Poor's Rating Letter Coverage Certificate Form of Requisition 30 31 32 33 3 4865-4376-8611.1 Transcripts delivered to: City of Fayetteville, Attn: Mr. Paul Becker (1 book) Attn: Ms. Kara Paxton (1 CD) Attn: Kit Williams, Esq. (1 book) Simmons Bank, Attn: Ms. Glenda Dean (1 book and 1 flash drive) Stephens Inc., Attn: Mr. Dennis Hunt (1 flash drive) Kutak Rock LLP (1 book) 4 4865-4376-8611.1 CERTIFICATE OF CITY AS TO ELECTION MATTERS The undersigned Mayor and City Clerk of the City of Fayetteville, Arkansas, a duly organized municipality and political subdivision of the State of Arkansas (the "City"), do hereby certify and covenant as follows: 1. The undersigned are the duly elected, qualified and acting Mayor and City Clerk of the City, and as such officials have in their possession or have access to the official books and corporate records of the City. This Certificate is executed and delivered in connection with the issuance of the City's $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"). 2. Attached hereto as Exhibit A is a true, complete, and correct copy of Ordinance No. 6126 (the "Election Ordinance"), duly adopted by City Council of the City, at a regular meeting, open to the public, held December 18, 2018, pursuant to which there was submitted to the qualified electors of the City (i) the question of the levy of a one percent (1.00%) city-wide sales and use tax (the "Sales and Use Tax"), under the authority of Arkansas Code Annotated (1998 Repl. & Supp. 2021) Sections 14-164-301 et seq., and (ii) questions with respect to the issuance of up to $226,065,000 in aggregate principal amount of sales and use tax bonds secured by receipts of the Sales and Use Tax. Attached hereto as Exhibit B is a true, complete and correct copy of the minutes of a duly called regular meeting of the City Council, open to the public, held December 18, 2018, reciting the adoption of the Election Ordinance, as said minutes appear in the official records of the City; at the meeting a quorum was present and acted throughout; the Election Ordinance is in full force and effect and has not been altered, amended, or repealed as of the date hereof. No petition or petitions to refer the Election Ordinance to the people under Amendment No. 7 to the Constitution of the State of Arkansas has been filed as of the date hereof and the City Council has not referred the Election Ordinance to the people for adoption or rejection. Attached hereto as Exhibit C is a true, complete, and correct copy of a publisher's affidavit showing publication of the Election Ordinance in the Northwest Arkansas edition of the ,4kansas Democrat -Gazette on January 3, 2019. 3. The meeting of the City Council referred to in paragraph 2 hereof was open to the public in compliance with the provisions of Section 25-19-106 of the Arkansas Code Annotated, as amended and supplemented. 4. The City has not adopted any by-laws or rules of procedure relating to the conduct of its meetings. 5. Regular meetings of the City Council are held on the first and third Tuesdays of each month. 6. In the City the time for filing a referendum petition is fixed at 31 days after the publication of local measures passed by the City Council of the City. 7. Attached hereto as Exhibit D is a true, complete and correct copy of a publisher's affidavit showing publication of a Notice of Special Election in the Northwest Arkansas edition of the Arkansas Democrat -Gazette on March 22, 2019. 4871-5279-5171.1 8. Attached hereto as Exhibit E is a true, complete and correct copy of a publisher's affidavit showing publication of the Mayor's Proclamation of Election Results in the Northwest Arkansas edition of the Arkansas Democrat -Gazette on April 25, 2019. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 22nd day of June, 2022. CITY OF FAYETTEVILLE, ARKANSAS J By: Kara Paxton, City erk Yre-Qkre-/' 2 4871-5279-5171.1 " 113 West Mountain Street Fayetteville, AR 72701 (479) 575.8323 Ordinance: 61.26 File Number: 2018-0651 SALES AND USE TAX SPECIAL ELECTION: AN ORDINANCE CALLING AND SETTING A DATE FOR A SPECIAL ELECTION ON THE QUESTIONS OF THE ISSUANCE BY THE CITY OF SALES AND USF TAX REFUNDING BONDS AND SALES AND USE TAX CAPITAL IMPROVEMENT BONDS FOR VARIOUS PURPOSES; LEVYING A REPLACEMENT SPECIAL LOCAL SALES AND USE TAX AT T1IE RATE OF ONE PERCENT (1.00%) FOR THE PURPOSE OF RETIRING SUCH BONDS; AND PRESCRIBING OTHER MATTERS PERTAINING 'THERETO WHEREAS, 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") authorize the issuance of capital improvement bonds by municipalities, which bonds may be secured by the pledge of all of the receipts of the special citywide sales and use tax prescribed by the Local Government Bond Act; and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act, the City of Fayetteville, Arkansas (the "City") has previously issued and there are presently outstanding (i) its Sales and Use Tax Capital Improvement Bonds, Series 2006A, in the aggregate principal amount of $625,000 (the "Series 2006A Bonds"), (ii) its Sales and Use Tax Capital Improvement Bonds, Series 2007, in the aggregate principal amount of $3,645,000 (the "Series 2007 Bonds"), (iii) its Sales and Use Tax Capital Improvement Bonds, Series 2009, in the aggregate principal amount of $985,000 (the "Series 2009 Bonds"), (iv) its Sales and Use Tax Capital Improvement Bonds, Series 2013, in the aggregate principal amount of $11,695,000 (the "Series 2013 Bonds"), and (v) its Sales and Use Tax Capital Improvement Bonds, Series 2015, in the aggregate principal amount of $3,480,000 (the "Series 2015 Bonds") (collectively, the "Prior Bonds"); and WHEREAS, the Prior Bonds are secured by and payable from the receipts of a combined one percent (1.00%) special citywide sales and use tax previously levied under the authority of the Local Government Bond Act (the "Prior Tax"); and Page 1 Printed on 12121118 File Number.2018-0651 WHEREAS, the City Council has detenmined that additional revenues can be obtained to finance 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; and WHEREAS, if approved by the electors of the City, the City has determined to issue (i) its refunding bonds in principal amount not to exceed $12,200,000 for the purpose of refunding the Prior Bonds, (ii) its capital improvement bonds in principal amount not to exceed $73,925,000 for the purpose of financing certain street improvements, (iii) its capital improvement bonds in principal amount not to exceed $6,86S,000 for the purpose of financing certain trail system improvements, (iv) its capital improvement bonds in principal amount not to exceed $15,840,000 for the purpose of financing certain drainage projects, (v) its capital improvement bonds in principal amount not to exceed $26,405,000 for the purpose of financing certain regional park and other parks system improvements, (vi) its capital improvement bonds in principal amount not to exceed $3,170,000 for the purpose of financing certain economic development projects, (vii) its capital improvement bonds in principal amount not to exceed $3,170,000 for the purpose of financing certain City building and grounds renovations and energy efficiency projects, (viii) its capital improvement bonds in principal amount not to exceed $31,685,000 for the purpose of financing certain cultural arts corridor improvements, (ix) its capital improvement bonds in principal amount not to exceed $36,965,000 for the purpose of financing certain police station construction and improvement and the acquisition of police equipment, and (x) its capital improvement bonds in principal amount not to exceed $15,840,000 for the purpose of financing certain fire station construction and the acquisition of firefighting vehicles and equipment (collectively, the "Bonds"), which Bonds are to be secured by a pledge of and lien upon all of the receipts of a one percent (1.00%) special citywide sales and use tax (the "Sales and Use Tax"), which Sales and Use Tax shall replace the existing combined one percent (1.00%) special citywide sales and use tax (the "Prior Tax") securing the Prior Bonds, all as authorized by Amendment 62 and the Local Government Bond Act; and WHEREAS, the purpose of this Ordinance is to call a special election on the issuance of the Bonds by the City and for related purposes; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fayetteville, Arkansas; Section 1. That under the authority of Amendment 62 and the local Government Bond Act and subject to approval by the electors of the City of Question One and at least one of the other questions set forth in Section 4 below, there are hereby levied (i) a sales tax at the rate of one percent (1.00%) on the gross receipts from the sale at retail within the City of all items and services which are subject to taxation under the Arkansas Gross Receipts Act of 1941, as amended (Arkansas Code of 1987 Annotated §26-52-101 et seq.), and (ii) an excise (or use) tax at the rate of one percent (1.00%) on the storage, use, distribution or other consumption within the City of tangible personal property or taxable services subject to taxation under the Arkansas Compensating Tax Act of 1949, as amended (Arkansas Code of 1987 Annotated §26-53-101 et seg.), on the sale price of the property or, in the case of leases or rentals, on the lease or rental price (collectively, the "Sales and Use Tax"). The Sales and Use Tax shall be levied, and the net collections received after deduction of the administrative Page 2 Printed on 12121118 File Number. 2018.0651 charges of the State of Arkansas and required rebates shall be utilized only for the payment of debt service on those Bonds approved by the voters, The Sales and Use Tax shall be levied and collected only on the gross receipts, gross proceeds or sales price in the maximum amount allowed from time to time under Arkansas law, subject to rebates and limitation as required for certain "single transactions" as from time to time required under Arkansas law. The levy and collection of the Sales and Use Tax shall commence on and as of such date as provided in the Local Government Bond Act, and shall cease upon retirement in full of those Bonds approved by the voters, Any collections of the Prior Tax received after the issuance of the refunding bonds described in Question One (or any other excess collections of the Prior Tax) shall be used to provide for the payment of debt service on those Bonds approved by the voters. Section 2. That under the authority of Amendment 62 and the Local Government Bond Act and subject to approval by the electors of the City of both Question One and at least one of the other questions set forth in Section 4 below, there is hereby authorized (1) the issuance of the City's refunding bonds in the aggregate principal amount of not to exceed $12,200,000 for the purpose of redeeming the outstanding Prior Bonds, (2) the issuance of the City's capital improvement bonds in aggregate principal amount not to exceed $73,925,000 for the purpose of financing all or a portion of the costs of certain street improvements described in Question Two under Section 4 below, (3) the issuance of the City's capital improvement bonds in aggregate principal amount not to exceed $6,865,000 for the purpose of financing all or a portion of the costs of certain trail improvements described in Question Three under Section 4 below, (4) the issuance of the City's capital improvement bonds in aggregate principal amount not to exceed $15,840,000 for the purpose of financing all or a portion of the costs of certain drainage improvements described in in Question Four under Section 4 below, (5) the issuance of the City's capital improvement bonds in aggregate principal amount not to exceed $26,405,000 for the purpose of financing all or a portion of the costs of certain regional park and other parks system improvements described in Question Five under Section 4 below, (6) the issuance of the City's capital improvement bonds in aggregate principal amount not to exceed $3,170,000 for the purpose of financing all or a portion of the costs of certain economic development projects described in Question Six under Section 4 below, (7) the issuance of the City's capital improvement bonds in aggregate principal amount not to exceed $3,170,000 for the purpose of financing all or a portion of the costs of certain City building and grounds renovations and refurbishment described in Question Seven under Section 4 below, (8) the issuance of the City's capital improvement bonds in aggregate principal amount not to exceed $31,685,000 for the purpose of financing all or a portion of the costs of certain cultural arts corridor improvements described in Question Eight under Section 4 below, (9) the issuance of the City's capital improvement bonds in aggregate principal amount not to exceed $36,965,000 for the purpose of financing all or a portion of the costs of certain police station improvements and equipment described in Question Nine under Section 4 below, and (10) the issuance of the City's capital improvement bonds in aggregate principal amount not to exceed $15,840,000 for the purpose of financing all or a portion of the costs of certain fire station improvements and equipment described in Question Ten under Section 4 below, If approved by the electors of the City, the aforementioned refunding bonds and capital improvement Page 3 Printed on 12121118 rile Number: 2018-0651 bonds (collectively, the "Bonds") may be issued in one or more series from time to time in an aggregate principal amount not to exceed the respective principal amount(s) approved by the City's electors. Any Bonds so issued shall be secured by a pledge of and a lien upon all of the receipts of the Sales and Use Tax, as authorized by the Local Government Bond Act, Section 3. That there be, and there is hereby called, a special election to be held on Tuesday, April 9, 2019, at which election there shall be submitted to the electors of the City the questions of the issuance of the Bonds. Section 4. That the questions shall be placed on the ballot for the special election in substantially the following forms: SPECIAL ELECTION ON CITY SALES AND USE TAX LEVY AND BOND ISSUANCE Upon approval of Question One at least one of the other Questions set forth below, and upon the issuance of the Refunding Bonds (defined in Question One), the City's existing levy of a combined one percent (1.00%) sales and use tax (the "Prior Tax") securing the Prior Bonds (defined in Question One) shall cease and such tax will be replaced by the one percent (1.00%) Sales and Use Tax (defined in Question One). Such Sales and Use Tax shall commence on and as of such date as provided in Arkansas law and shall cease upon retirement of all of the approved bonds. Unless Question One and at least one of the other Questions set forth below are approved, none of the bonds described below will he issued, the Sales and Use Tax will not he levied, and the Prior Tax will remain in place until payment in full of the Prior Bonds. The bonds described below that are approved may be combined into a single issue or may be issued in series from time to time and may be issued on a tax-exempt or taxable basis. The net collections of the Sales and Use `Tax remaining after the State of Arkansas deducts its administrative charges will be used solely to retire those bonds described below which are approved by the voters and obligations of the City with respect thereto. C)ueslion One: There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of refunding bonds in principal amount not to exceed $12,200,000 (the "Refunding Bonds") pursuant to Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the "Local Government Bond Act") for the purpose of refunding the City's outstanding (i) Sales and Use Tax Capital Improvement Bonds, Series 2006A, (H) Sales and Use Tax Capital Improvement Bonds, Series 2007, (iii) Sales and Use Tax Capital Improvement Bonds, Series 2009, (iv) Sales and Use Tax Capital Improvement Bonds, Series 2013, and (v) Sales and Use Tax Capital Improvement Bonds, Series 2015 (collectively, the "Prior Bonds"). If the issuance of the Refunding Bonds is approved, the Refunding Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1,00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the issuance of Refunding Bonds in principal amount not to exceed $12,200,000 ........ ................. ......... ........ .......................... --- ....... ❑ Page 4 Printed on 12121118 File Number.' 2018-0651 AGAINST the issuance of Refunding Bonds in principal amount not to exceed $12,200,000 ................... ........................................ ..................... ...❑ 01.1e51'l.011 Two: There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $73,925,000 (the "Street Improvement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of right-of-way acquisition, design, construction, reconstruction, repair, resurfacing, straightening and width modification of certain City streets, which may include related sidewalk, traffic signal and control, lighting, curbing, guttering, bicycle lane, landscaping, drainage and safety improvements and related curbside pedestrian facilities such as bus pickup structures and concrete waiting pads. If the issuance of the Street Improvement Bonds is approved, the Street Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the issuance of Street Improvement Bonds in principal amount not to exceed $73,925,000 AGAINST the issuance of Street Improvement Bonds in principal amount not to exceed $73,925,000........................................................................0 ouestian Three. There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $6,865,000 (the "Trail Improvement Bonds") pursuant to the 'Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of design, construction, reconstruction, extension and equipping of certain City trail system improvements, which may include related pedestrian signal, lighting, landscaping, drainage and safety improvements and right-of-way acquisition. If the issuance of the Trail Improvement Bonds is approved, the Trail Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the issuance of Trail Improvement Bonds in principal amount not to exceed $6,865,000 ............... .....''.... I'll .......... ......... ❑ AGAINST the issuance of Trail Improvement Bonds in principal amount not to exceed $6,865,000 .............................❑ Oue:,tion Pour: There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $15,840,000 (the "Drainage hnprovement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) for Page 5 Primed on 12121/18 File Number 2018-0651 the purpose of financing all or a portion of the costs of the design, construction, reconstruction, repair, retrofit, extension, enlargement and equipping of certain drainage facilities, which may include land and easement acquisition and water quality features such as detention and retention basins and stream restoration. if the issuance of the Drainage Improvement Bonds is approved, the Drainage Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"), Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the issuance of Drainage Improvement Bonds in principal amount not to exceed $15,840,000......................................................................❑ AGAINST the issuance of Drainage Improvement Bonds in principal amount not to exceed $15,840,000. . ... . . .............................. „❑ QUeStion Five: There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $26,405,000 (the "Park Improvement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of acquisition, design, construction and equipping of certain regional park and other parks system improvements, which may include athletic fields and facilities, playgrounds, pools and splash pads, trails, campgrounds, picnic areas and pavilions, land acquisition, open space preservation and other recreational facilities and support facilities, such as restrooms and parking, If the issuance of the Park Improvement Bonds is approved, the Park Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1,00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the issuance of Park Improvement Bonds in principal amount not to exceed $26,405,000........................................................„,„,.................0 AGAINST the issuance of Park Improvement Bonds in principal amount not to exceed $26.405.000...................... ................................................ ❑ There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $3,170,000 (the "Economic Development Project Bonds") pursuant to the Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of acquisition, design, construction and equipping of certain economic development projects, which may include land acquisition, site development and infrastructure useful in the development, retention or expansion of manufacturing, production and industrial facilities, research, technology and development facilities, distribution centers, call centers, warehouse facilities, job training facilities or regional or national corporate headquarters Page 6 Printed on 12121118 Re Number 2018-0651 facilities. If the issuance of the Economic .Development Project Bonds is approved, the Economic Development Project Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" in one of the squares following the question, either for or against; FOR the issuance of Economic Development Project Bonds in principal amount not to exceed $3,170,000................................................................. . M AGAINST the issuance of Economic Development Project Bonds in principal amount not to exceed $3,170,000........................................................ ❑ ltleStioll Seven: There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $3,170,000 (the "City Facilities Improvement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of renovating and refurbishing certain City buildings and grounds, which may include building envelope and roof improvements, window replacement, insulation, lighting and F1'VAC system upgrades and certain renewable energy and energy efficiency projects. If the issuance of the City Facilities Improvement Bonds is approved, the City Facilities Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" in one of the squares following the question, either for or against; FOR the issuance of City Facilities Improvement Bonds in principal amount not to exceed $3,170,000.....................................................................CI AGAINST the issuance of City Facilities Improvement Bonds in principal amount not to exceed $3,170,000..................................................................❑ C7i.lestion Eieht; There is submitted to the qualified electors of the City of Fayetteville, Arkansas (the "City"), the question of the issuance of capital improvement bonds in principal amount not to exceed $31,685,000 (the "Arts Corridor Improvement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of acquisition, design, construction and equipping of certain Cultural Arts Corridor improvements, within or near an area bordered by Dickson Street on the north, School Avenue on the east, Prairie Street on the south, and Gregg Avenue on the west, and which may include street, sidewalk, boardwalk, trail, pedestrian signal and control, bicycle facilities, curbing, guttering, drainage, lighting and landscaping improvements, plaza, civic and performance space, art installations, overlooks, stream restoration, pavilions, structure and other buildings, new and/or replacement parking facilities, and land and easement acquisition. Prior to the removal or loss of twenty-five (25) or more public parking spaces from the Walton Arts Center Parking Lot, a/k/a West Avenue Parking Lot, due to any development of or construction on such lot Page 7 Printed on 12121118 File Number; 2018-0651 related to the Cultural Arts Corridor, the City must ensure the availability of sufficient net new public parking spaces to fully replace all public parking spaces removed, lost or likely to be removed or lost within the near future from the Walton Arts Center Parking Lot and not planned to be promptly replaced below, upon or above the current parking area. These replacement public parking spaces must be within reasonable proximity to the Walton Ails Center which would include any public parking deck spaces at the City's School Avenue Parking Lot or on the currently privately owned land north of Dickson Street, west of West Avenue, east of the railroad tracks and south of Lafayette or on any other parking lot or facility in which all replacement parking spaces are within one thousand (1,000) feet of the Walton Arts Center's west public entrance, If the issuance of the Ails Corridor Improvement Bonds is approved, the Arts Corridor Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1,00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"), Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the issuance of Arts Corridor Improvement Bonds in principal amount not to exceed $31,685,000......................................................................❑ AGAINST the issuance of Arts Corridor Improvement Bonds in principal amount not to exceed $31.685,000 ......................... ..............................❑ There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $36,965,000 (the "Police Facilities Improvement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of certain police station design, construction and improvements, which may include land acquisition, and the acquisition of police equipment. If the issuance of the Police Facilities Improvement Bonds is approved, the Police Facilities Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1,00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the issuance of Police Facilities .Improvement Bonds in principal amount not to exceed $36,965,000....................................................................❑ AGAINST the issuance of Police Facilities Improvement Bonds in principal amount not to exceed $36,965,000.....................................................0 ( uestiojl Ten: There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $15,840,000 (the "Firefighting Facilities hmprovement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of certain fire station design Page 8 PrinTed on 12121118 File Number; 2018-0651 and construction, which may include land acquisition, and the acquisition of firefighting vehicles and equipment. If the issuance of the Firefighting Facilities Improvement Bonds is approved, the Firefighting Facilities Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the issuance of Firefighting Facilities Improvement Bonds in principal amount not to exceed $15,840,000.....................................................❑ AGAINST the issuance of Firefighting Facilities Improvement Bonds in principal amount not to exceed $15,840, 000...................................................... ❑ Section 5. That the election shall be held and conducted and the vote canvassed and the results declared under the law and in the manner now provided for Arkansas municipal elections unless otherwise provided in the Local Government Bond Act, and only qualified voters of the City shall have the right to vote at the election, The City Clerk is hereby directed to give notice of the special election by one advertisement in a newspaper of general circulation within the City, the publication to be not less than ten (10) days prior to the date of the election. Section 6. That a copy of this Ordinance shall be given to the Washington County Board of Election Commissioners at least sixty (60) days prior to the date of the special election so that the necessary election officials and supplies may be provided. A certified copy of this Ordinance shall also be provided to the Director of the Department of Finance and Administration and to the Treasurer of the State of Arkansas as soon as practical. Section 7. That the results of the special election shall be proclaimed by the Mayor, and his proclamation shall be published one time in a newspaper of general circulation within the City. The proclamation shall advise that the results as proclaimed shall be conclusive unless attacked in the Circuit Court of Washington County within thirty (30) days after the date of publication of the proclamation. Section 8. That the Mayor and the City Clerk, for and on behalf of the City, be, and they hereby are authorized and directed to do any and all things necessary to call and hold the special election as herein provided and, if the issuance of the Refunding Bonds and any of the other capital improvement bonds described herein are approved by the electors, to cause the Sales and Use Tax to be collected in accordance with the Local Government Bond Act, and to perform all acts of whatever nature necessary to carry out the authority conferred by this Ordinance, Section 9. That the City considers this Ordinance to be its declaration of official intent to issue the Bonds and to make reimbursement to the City with a portion of the proceeds thereof for all original expenditures incurred by the City in acquiring, constructing or equipping any of the projects described herein between the date that is sixty (60) days prior to the date of this Ordinance and the date a series of Bonds is issued, plus a de ininimis amount and preliminary expenditures, as such terms are defined in Section 1.150-2(f) of the Federal Income Tax Regulations, Section 10. That Kutak Rock LLP is hereby engaged as Bond Counsel and Stephens Inc. is Page 9 Prinied on 121208 File Number 2018-0651 hereby engaged as Underwriter with respect to the issuance of the Bonds. The fees and expenses of Bond Counsel and the Underwriter shall be a cost of issuance of the Bonds to be paid with Bond proceeds. Section 11. That the provisions of this Ordinance are hereby declared to be separable and if any provision shall for any reason be held illegal or invalid, such holding shall not affect the validity of the remainder of this Ordinance. Section 12. That all ordinances and parts thereof in conflict herewith are hereby repealed to the extent of such conflict, PASSED and APPROVED on 12/18/2018 f�liiyr��rafd: Attest: L.ioneld Jordari: Mayor Sondra E. Smith, City Cleric Treasurer Page 10 Printed on 121211M Council Member Adclla Gray Ward I Position I Council Member Sarah Nlarsh Ward 1 Position 2 Council Member Mark Kinion Ward 2 Position I Council Member Matthew Petty Ward 2 Position 2 Mayor Lioneld Jordan City Attorney Kit Williams City Clerk Sondra E. Smith City of Fayetteville Arkansas City Council Meeting December 18, 2018 City Council Meeting Minutes December 18, 2018 Page 1 or30 Council Member Justin Tennant Ward 3 Position I Council Member Sarah launch Ward 3 Position 2 Council Member John La Tour Ward 4 Position I Council Member Kyle Smith Ward 4 Position 2 A meeting of the Fayetteville City Council wag held on December 18, 2018 at 5:30 p.m. in Room 21.9 of the City Administration Building located at 113 West Mountain Street, Fayetteville, Arkansas. Mayor Jordan called the meeting to order. PRESENT: Council Members Adellaa Gray, Sarah Marsh., Matthew Petty, Justin Tennant, Saarah Bunch, Johati Lai Tour, 1�yle. Smith, Mayor Lioneld Jordan, %ity Attorney Kit lVilliams, City Cleric Sondra Smith, Staff, Press_, and Audience, Absent: Council Member Mark Kinion Nedlg e of Allegiance . ayor's Announcements, Proclo-araaaLions and ltcco�nlitions: Presentation of 01), Conneil Awards for Deyaarting Council !Nlernbers Mayor Jordan presented City Council awards for departing Council Members John La Tour, Justin 'Pennant, and Adella Gray, Mayor Jordan stated he appreciated Council Member La Tour's proposals and business friendly approach to development in the city. Mayor Jordan stated he appreciated Council Member Tennant's insight about the global business future of the city and region and his impact will always be remembered, Mayor Jordan stated Council Member Gray was always a progressive thinker and good with the finances, He stated she was helpful with the Civil Rights ordinance, energy action plan, and Kessler Mountain, Mayor Jordan stated it was a privilege to serve with Council Member Gray. 575- }'s2 nr ngV City Council Meeting Minutes December 18, 2018 Page 2 of 30 Council Member La Tour thanked the Mayor, City Council, and City of Fayetteville. He stated it had been a very meaningful part of his life. He stated he appreciated the opinions of everyone, Council Member Tennant thanked the Mayor, City Council, city staff, and his wife, He gave his best wishes to the new incoming Council .Members, Council Member Gray stated her time on the Council was a happy experience. She spoke about changes and accomplishments while she was on the Council for 12 years. Mayor Jordan: Thank you to the Council Members for their service, all the things they have done, and committees served on for the City of Fayetteville. Volunteer of the Year Award to Laura Underwood: Presentation at the City Council meeting to announce the Arkansas Recreation and Parks Association awards to the City of Fayetteville at their annual conference held in November & to acknowledge the volunteer of the year award to Laura Underwood. Connie Ldmonston, Parks & Recreation Director gave a brief description of the Arkansas Recreation and Parks Association awards that the City of Fayetteville received. She spoke briefly about Volunteer of the Year, Laura Underwood's achievements. Laura Underwood stated it was an honor to receive the award. She thanked city staff and her husband. She encouraged everyone to visit the Yvonne Richardson Center when children are there and to volunteer. She stated she hopes the city will continue to give resources to the center because many children see hope when going there, City Council lWeethip, Presentations, Reports, and Discussion Items: Noininating, Conindttee ReaiLq Council Member Marsh presented the Nominating Committee report and recommended the appointments as submitted. A copy of the report is attached, Council Member Marsh moved to approve the Nominating Committee Report. Council Member Smith seconded the motion. Upon roll call the motion passed 7-0. Council Members Lunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. 1 '-,R 72701 td7�ai 575-8'32:3 �o;vw (;ye. Vi l; -8i gov City Council Meeting Minutes December 18, 2018 Page 3 of 30 Afienda Additions: Cultural Arts Corridor Project: A resolution to express the City Council's commitment and intention to use whatever is necessary to complete the Cultural Arts Corridor project, as finally approved by the Fayetteville City Council, up to $21,685,000,00 and to fund whatever is necessary for replacement parking within reasonable proximity to the Walton Arts Center up to $ 1 0,000,000.00 if the arts corridor improvement bonds are approved by the Fayetteville voters and to make job training and workforce development top priorities for economic development project bonds, Council Member La Tour moved to add the Cultural Arts Corridor Project item to the agenda. Council Member Petty seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. City Attorney Kit Williams read the resolution. Council Member 'Pennant stated he appreciated the time that was put into the item, He stated it is important they concentrate on making sure the voters are comfortable with all parts of the bond, He stated some citizens will feel more comfortable with the idea of making sure the city committed to replacement parking if the Walton Arts Center lot is ever developed. He stated the definition of reasonable proximity should be discussed, Mayor Jordan stated Peter Nierengarten, Sustainability & Resilience Director would explain proximity parking with his presentation. He stated $21,685,000 would be designated to the Cultural Arts Corridor and $10,000,000 would go to replacement parking. Lucas Regnier, 3191 North Katherine thanked the Council for their work on the item. He spoke in favor of the resolution. Robert Stafford, 527 South Sherman: I support the resolution. Is the $10,000,000 part of the $21,685,000 or is it separate? Mayor Jordan: It is separate. Council Member Smith: If we partnered with someone and didn't need the whole $10 million to meet our parking obligations, is that free to be shifted? Mayor Jordan: I believe it would be, City Attorney Kit Williams: In Section C, it says if you don't need all the fiends used for one or the other, you can shift it. You also don't have to spend all your funds. Mayor Jordan: I felt more comfortable having $10 million in case we had to go with another structure. 1'13 t.ili?°ativlcl ',�r;;a-w -1 �% hiy1 �� 'tC�1lI .'c:i yOV �ttt�iri i=�, _�....,iilfl„ `,R /27p (��-J"S_�.3 t..u�lra° City Council Meeting Minutes December 18, 2018 Page el of 30 Council Member Tennant: We need to approve this resolution to have a conversation later about proximity parking. Council Member Tennant moved to approve the resolution. Council Member Gray seconded the motion. Upon roll call the resolution passed 7-0. Council Members Bunch, La Tour, Sinith, Gray, Marsh, Petty, and Tennant voting yes, Council Member TCinion was absent. Resaludon 250-18 as recorded in the office of the City Clerk Consent: Approval of the November 20, 2018 City Council meeting minutes Approved Fayetteville Fire Department Donation Revenue: A resolution to approve a budget adjustment in the amount of $400.00 representing donation revenue to the Fayetteville Fire Department for the annual employee service awards event. Resolution 25.1-18 as recorded in the office of the City Clerk Arkansas Firewise Grant: A resolution to authorize acceptance of an Arkansas Firewise Grant from the Arkansas Forestry Commission in the amount of $500,00 for use by the Fire Department, and to approve a budget adjustment, Resolution 252-18 as recorded in the off7ce of the Cio) Clerk Exclusive Flight, LLC d/b/a Afterglow Aircraft Solutions: A resolution to approve a three year lease agreement with Exclusive Flight, LLC d/b/a Afterglow Aircraft Solutions for the airport hangar at 4158 South School Avenue for rent in the amount of $850,00 per month. Resolution 253-18 as recorded in the o�'fr"ce of the 00l Clerk 201.9 T-Hangar Lease Renewal: A resolution to approve T-Hangar lease agreements in 2019 at the current rental rate or as adjusted upward by the Airport Board for all 'T-Hangars rented at the Fayetteville Executive Airport, Regolution 254-18 as recorded in the office of the City Clerk Srnokin A's 1313Q, LLC: A resolution to approve a two year rent-free lease agreement with Smokin A's BBQ, LLC for space in the Airport Terminal building for the operation of a barbecue restaurant, Resolution 255-18 as recorded in the office of the City Clerk j'1'y lhf$.,. d4ourii Fiiri r$';�Eti;Cr4111�3, AR 72701 1.:S t`„'i 575...j' 2" �,-r w .- i Joy City Council Meeting Minutes December 18, 2018 Page 5 of 30 Bid 419-01 Reflectorized Paint Markings: A resolution to award Bid #19-01 and authorize the purchase of reflectorized paint markings from Arkansas Fence & Guard Rail in variable amounts and for varying unit prices as needed through the end of 2019, Resolution 256-18 as recorded in the office of the City Clerk Bid 419-02 Curb and Gutter Construction: A resolution to award Bid #19-02 and authorize the purchase of curb and gutter construction from Tri-Star Contractors, LLC as a primary supplier in variable amounts, and authorizing the use of other bidders based on price and availability, as needed through the end of 2019. Resolution 257--18 as recorded in the office of the City Clerk Bid 419-03 'Truck Hauling Services: A resolution to award Bid #19-03 and authorize the purchase of truck hauling services from W C & Associates, Inc, as primary supplier, and to authorize the use of other bidders based on price and availability as needed through the end of 2019. Resolution 258-18 as recorded in the office of the City Clerk Bid 919-04 Concrete Supplier: A resolution to award Bid #19-04 and authorize the purchase of concrete from Tune Trucking, Inc: d/b/a Tune Concrete Company as primary supplier in variable amounts and to authorize the use of other bidders based on price and availability as needed through the end of 2019, Resolution 259-18 as recorded in the office of the City Clerk Bid #19-05 Aggregate Materials: A resolution to award Bid #19-05 and authorize the purchase of aggregate materials from Hunt Rogers Materials, LLC as primary supplier and to authorize the use of other bidders based on price and availability as needed through the end of 2019. Resolution 260-18 as recorded in the office of the City Clerk Bid 919-07 Hillside Gravel: A resolution to award Bid 419-07 and authorize the purchase of Hillside Gravel from Les Rogers, Inc, in varying amounts and for variable unit prices as needed through the end of 2019. Resolution 261-18 as recorded in the office of the City Clerk Bid #19-08 Plastic Drainage Pipe: A resolution to award Bid #19-08 and authorize the purchase of plastic drainage pipe for varying unit prices from various vendors, based on individual job design, specification and cost evaluation, as needed through the end of 2019. Resolution 262-18 as recorded in the office of the City Clerk 113 Wr-;;t Mountain Fayetteville, AiR 72701 (4, 709) 575-332.3 t.vwv,, yr R v l �r y v Fa .F r IF�••< c, i City Council Meeting Minutes December 18, 2018 Page 6 of 30 Bid 419-09 Concrete Drainage Pipe: A resolution to award Bid #19-09 and authorize the purchase of concrete drainage pipe from Scurlock Industries, Inc, as primary supplier in variable amounts as needed through the end of 2019. Resolution 263-18 as recorded in the office of the City Clerk Bid 419-10 Screened Topsoil: A resolution to award Bid #19-10 and authorize the purchase of screened topsoil from Les Rogers, Inc. as primary supplier as needed through the end of 2019. Resolution 264-18 as recorded in the office of the City Clerk Bid #19-11 Retaining Wall Blocks: A resolution to award Bid #19-11 and authorize the purchase of retaining wall blocks for varying unit prices from various vendors, based on individual job design, specification and cost evaluation, as needed through the end of 2019. Resolution: 265-18 as recorded in the office of the City Clerk Bid #19-12 High Performance Cold Mix Asphalt: A resolution to award Bid #19-12 and authorize the purchase of high performance cold mix asphalt from Hutchens Construction Co. as needed through the end of 2019. Resolution 266-18 as recorded in the office of the City Clerk Rid # 18-54 JBZ, Inc. d/b/a Ellingson Contracting: A resolution to award Bid #18-54 and authorize a contract with JBZ, Inc. d/b/a Ellingson Contracting in the amount of $228,752,58 for the resurfacing of the basketball court and installation of new tennis court lights at Wilson Park, and to approve a project contingency in the amount of $21,078.42. Resolution 267-18 as recorded in the office of the City Clerk .banger's Pantry/Senior Giving Tree/Hearth Program Donations: A resolution to approve a budget adjustment in the total amount of $1,070.00 representing donations to Ranger's Pantry, the Senior Giving Tree, and the Hearth Program. Resolution 268-18 as recorded in the office of the City Clerk Startup Junkie Consulting, LLC: A resolution to approve the first two (2) year renewal contract with Startup Junkie Consulting, LLC to provide Economic Development Consulting Services in the areas of entrepreneurship and innovation in the total amount of $300,000,00, Resolution 269-18 as recorded in the office of the City Clerk Fayetteville Chamber of Commerce: A resolution to approve the first two (2) year renewal contract with the Fayetteville Chamber of Commerce to provide Economic Development Consulting Services in the areas of business recruitment, retention, and expansion in the total amount of $360,000,00, 11;1 V!lest MnL, ritain FcayaNeville, AR 72701 (479) 575.8323 1k1wv fayetteville-ar goer City Council Meeting Minutes December 18, 2018 Page 7 of 30 Resolution 270-18 as recorded in the office of the City Cleric Illinois River Watershed Partnership: A resolution to authorize acceptance of a Green Infrastructure Grant funded through the Illinois River Watershed partnership in the amount of $7,000.00 for stormwater management improvements at the West Side Wastewater Treatment Facility, and to approve a budget adjustment. The Illinois River Watershed Partnership was pulled from the Consent Agenda. Don Marr, Chief of Staff gave a brief description of the resolution. He stated the item needs to be tabled indefinitely and it will be brought back at a future date. Council Member Marsh moved to table indefinitely the Illinois River Watershed Partnership item. Council Member Bunch seconded the motion. Upon roll the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. This resolution was Tabled Indefinitely. Pathway Baptist Church Damage Claim: A resolution pursuant to §39.10(C)(4) of the Fayetteville City Code to authorize the Mayor to pay the amount of $10,079,00 to Pathway Baptist Church for a water damage claim arising at 3395 West Mount Comfort Road. Resolution 271-18 as recorded in the office of the City Clerk CDW Government, LLC Backup Storage Device: A resolution to authorize the purchase of a backup storage device from CDW Government, LLC in the amount of $116,221,02, pursuant to Promark GSA Schedule cooperative purchasing contract, and to approve a project contingency in the amount of $5,811.05. Resolution 272-18 as recorded in the office of the City Clerk CDW Government, LLC Products and Services: A resolution to authorize the purchase of information technology products and services from CDW Government, LLC on an as -needed basis, pursuant to National Intergovernmental Purchasing Alliance Contract 42018011-01, through February 28, 2023, and any future renewal periods. Resolution 273-18 as recorded in the office of the City Clerk Halsell Holdings, LLC Settlement Offer: A resolution to accept the settlement offer from Halsell Holdings, LLC and authorize the purchase of a water/sewer easement from Halsell Holdings, LLC on property located at 1521 West Halsell Road in the amount of $25,000.00 for the Graham Waterline Improvements Project, Resolution 274-18 as recorded in the office of the City Clerk '1 13 iNast Mrjuntain Favaiteville, AR 72701 (-;79) 575-8323 vnrnw faysUem(la-ar goy; City Council Meeting Minutes December 18, 2018 Page 8 of 30 NOVAtime Technologies, Inc.: A resolution to authorize a one year contract with NOVAtime Technology, Inc, for upgrades to the city's electronic employee time keeping system in the amount of $3,700.00 for setup costs and estimated discounted monthly fees of $2,064,00 for the first year plus applicable sales taxes based on the number of city employees, and to approve future automatic renewals of the contract with rate increases not to exceed 5 % above the standard estimated monthly fee of $2,820.00 based on the number of city employees, Resolution 275-18 as recorded inn the office of the City Cleric Council Member Bunch moved to accept the Consent Agenda as read with the Illinois River Watershed Partnership item removed. Council Member Marsh seconded the motion. Upon roll the motion passed 7-0. Council Members munch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. Unfinished Business: Sales and Use Tax Special Election: An ordinance calling and setting a date for a special election on the questions of the issuance by the City of Sales and Use Tax Refunding Bonds and Sales and Use Tax Capital Improvement Bonds for various purposes; levying a replacement special local sales and use tax at the rate of one percent (1,00%) for the purpose of retiring such bonds; and prescribing other matters pertaining thereto. At the December 5, 2018 City Council meeting this ordinance tii)as left on the first reading, Council Member Petty moved to suspend the rules and go to the second reading, Council Member Smith seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. City Attorney Kit Williams read the ordinance. City Attorney Kit Williams. As you know, we had a special work session and I have submitted proposed language to you. We need to have a motion to amend the language of the ordinance. This will get it on the floor and then you change anything after that. Council Member Gray moved to amend the language of the ordinance. Council Member Tennant seconded the motion, Cio3 Attorney Kit Williams read the amended ordinance. Upon roll call the motion passed 7-0, Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes, Council Member Kinion was absent. Peter Nierengarten, Sustainability & Resilience Director gave a brief description of the ordinance. He spoke about walking distance from the Walton Arts Center entrances, 11:5,?`fC',tKilou9t+al;n AR 72701 1, -7)) 575-v.112..' cov City Council Meeting Minutes December 18, 2018 Page 9 of 30 Council Member Tennant requested clarification about the 25 or more spaces that would have to be recognized or built, City Attorney Kit Williams: You have to start the acquisition of the parking spaces. You can remove up to 25 without doing anything, for example if we need them for safety purposes. Once you hit the 26`h, the city needs to be in the process of getting replacement. It could also be a public and private partnership. It might be that the public spaces would be provided by someone in the private area, as long as they are public parking spaces. They can't be dedicated for residents. Council Member Tennant: That would qualify as net new? City attorney Kit Williams: Yes, as tong as they are net new. If we build on a parking lot or current one, even if it is privately owned, those spaces are already part of our parking infrastructure. There are 290 spaces on the Walton Arts Center parking lot and that's the number that needs to be probably replaced in one of these other locations. If you lose parking spaces in the other location by building a deck, then they must be replaced to get to the net new 290 spaces, There was a brief discussion about residential parking spaces in the Entertainment District. Council Member Tennant: This would not include the library deck or the downtown square parking lots, correct? Peter Nierengarten: That is correct. Robert Stafford, 527 South Sherman: Is it not possible to include any parking in the existing lot where the Arts Corridor is going to happen in the west street parking lot? City .attorney Kit Williams. The language says that if you replace parking there, then you don't have to replace anywhere else. It's only the net loss to that lot. Robert Stafford: There could be parking included in the Arts Corridor project? City attorney Kit Williams: It would have to be public parking. If somebody built a residential project and built parking for their residents, that wouldn't count. If they have public parking spaces, then that would count and would not have to be replaced, Robert Stafford: We are building an arts corridor and maybe tearing down the Baum building, which is an arts facility. It seems counterintuitive, Mayor Jordan: I don't plan on tearing it down. Robert Stafford spoke about his concerns of parking being located further away than where it is currently now. City Attorney lit Williams gave a brief description about where parking and entrances are located. 1 13 k/\lest Iviountain F,,,yelteville, AR 72701 (479) r"ayeti;villc-ar go,,, City Council Meeting Minutes December 18, 2018 Page 10 of 30 There was a discussion about the Bank of Fayetteville train remaining as it is. Lucas Regnier, 3191 North Katherine: We aren't tearing down Nadine Baum? Mayor Jordan: I don't plan on doing that. It would be a last resort. Lucas Regnier: We don't plan on purchasing or eminent domaining the train bank? Mayor Jordan: We are in negotiations with some property owners around there. We'll have to wait and see how it goes. Lucas Regnier: If those are non-starters, then I urge the Council to vote down the amendment. There was a brief discussion about parking opportunities. Council Member La Tour: If we don't want Dickson Street to dry up and blow away, under current technologies, we have to have parking. If people don't have a place to park and feel safe walking from car to venue, we are going to see a diminution in the growth of Dickson Street. Dickson Street is a big generator of sales tax dollars and for that, we need parking. Mayor Jordan: I don't think anyone disagrees with that. Council Member Tennant stated the idea that we will replace any parking out of the WAC lot is something that's very important. He stated the bigger picture is the bond issue and the comfort level people will have for important things such as fire, police, roads, and parks. He spoke about citizen perceptions about how the bond proposal is divided up. He stated he is in favor of moving it forward to the voters, but hopes Council will make it as clear as possible to the voters. He stated if citizens wonder why the arts corridor was built a certain way, it's because the majority of people that went to the input meetings were artist and bicyclist. Council Member Gray: Economic development is priority, but this park is much more than a park, it's a sense of place. I was impressed with the team who developed the plan. They come from a city similar to ours. Small businesses, restaurants, coffee shops, and boutiques will surround it, as well as the large building at one end of it will bring people to the Downtown area. I see it as a huge economic development piece for our city. We don't want to give up the parking and the amendment is clear. We need to clarify as much as possible, but we also need to sell the beauty of the park and what it's going to do for our sense of place in Fayetteville. Don Marr, Chief of Staff stated the Walton Family Foundation provided unprecedented design funding for the city. He stated we don't spend $1.77 million to design parks. He stated this is not a park, it's an economic development driver. He spoke about the improvements made on Block Street and the private development that has now occurred. He stated the current project should generate private investment around the entire corridor. He stated it a programmable space, just like a theatre, but it's outdoors. He stated if the public doesn't see the benefit of it, they won't vote for it, but it would be a huge missed opportunity. He stated Crystal Bridges is fostering development in Bentonville. He stated a lot hasn't changed about how we've developed and what experiences 1 I Vl st NjC wit.71n Fayc,,,u vili:., AR 0I (479) 575-83:�� r'J1l. TI3411i -;dt r�n1! City Council Meeting Minutes December 18, 2018 Page 1 1 of 30 we have to bring people Downtown and this is the opportunity. He stated it is a civic space, not a park. He stated issues need to be addressed about parking and they can't handle parking needs just by having service parking options in the short term, He stated they are making a sales investment and need the public to be in favor of it. He stated the region needs to be anchored culturally and that's why the Walton Family Foundation believed in Fayetteville having this, Mayor Jordan stated he has been working on the bond issue for two years. He spoke about parking. He stated for the last three years his position has been that for every space taken out of the Walton Arts Center parking lot, he wants a new space in close proximity to the Walton Arts Center. He stated he's not going to destroy the Walton Arts Center or businesses. He stated he isn't going to touch the parking lot until he has replacement parking in the Downtown area, He stated he is working on a public and private partnership. He stated he is keeping the train and depot. He stated he's not going to destroy the Nadine Baum studio, Dana ;Bassi, 1649 North Timberridge Court spoke about Lewis Park. She stated she is concerned about the rapidly closing window of time remaining to purchase Lewis Park for citizens. She stated she is concerned that funding would be insufficient for the entire asking price or not come soon enough. She asked if it would be possible to have a contingency plan to fund the entire land. Mayor Jordan: We have been in negotiations with the University of Arkansas and Fayetteville Public Schools. Did the school board pass a resolution to partner with us? Does Marr: Yes. In the purchase or sale of land, the city has to do our own appraisal, We have conducted our appraisal of the property and presented it to the U of A Agricultural Division, Our number appraisal is lower than the appraisal they had. They had spoken with the city and U of A about a joint purchase if they take an appraisal amount that is lower than their original appraisal, The city and school district own multiple pieces of land and buildings together, They have agreed to not post the property for sale until the city addresses the bond issue and determines whether citizens support funding for it. The city and school district have a time period to respond before it can be sold to anyone else. Lucas Regnier, 3191 North Katherine stated the bond ordinance as drafted is excellent. He stated he would like greater clarification about parking issues Downtown. Joy Endicott, 1495 North Stephens Avenue stated she was pleased to hear about the new developments in the process of purchasing Lewis Park. She spoke about reallocating current funds for park improvements that the city already owns, She encouraged Council to allocate completely for the purchase of Lewis Park. She requested for Council to do everything they can to find a way to get it as soon as possible, Mayor Jordan: We are working on it, Nobody wants to lose the fields. We have been in negotiation with the school and the U of A, We have to take this bond to the people. They'll decide what they are going to do and then we can go back to the table again. We have the parks list, but the Council will have the final decision. 1 13 Vve .i Ndountpin Fay/etiavill�, AR,, 72701 (4 7 9) 5.7 '.•323' %Pgva. gov City Council Meeting Minutes December 18, 2018 Page 12 of 30 City Attorney Kit Williams: The bond must be approved by the voters so there is enough money to do stuff, including Lewis Park. It will be up to the City Council to prioritize where they spend the money first, if the citizens pass the bond. Don Marr: It says that the money can be used for land acquisition. Council Member Smith: What is in the current plan amount for the parks bond? Don Marr: Around $25 million. There was a brief discussion how the funds will be divided and citizen decision on the finding of the parks question of the bond. Peter Lane, Walton Arts Center President thanked the city for their bold vision of the Cultural Arts Corridor. He stated he places his trust in Mayor Jordan in his commitment to replace any of the spots in west avenue with proximity parking. He stated the amended language is fine. Anita ]Parisi, 3658 Chatsworth Road spoke about the need of an aquatics facility, Evelyn Rios, 527 South Sherman and Vice Chair of the Fayetteville Housing Authority spoke about the planning of the arts corridor. She stated at their meeting there was discussion about Hillcrest Towers large surface parking lot on the north side with 120 parking spaces. She stated the parking lot could be turned into a four-story parking garage. Steve Clark, 438 East Fairway Lane, Chamber of Commerce President thanked Council Members La Tour, Tennant, and Gray for their service. He stated it a great bond issue. He stated it shows vision, creates opportunity, and helps define a sense of place even more. Carl Doege, 420 North Sang Avenue spoke about land acquisition and programmable space of the bond issue. Council Member Petty moved to suspend the rules and go to the third and final reading. Council Member Gray seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. City Attorney Kit Williamsread the ordinance. Council Member Tennant: There are many reasons the City of Fayetteville continues to be ranked as one of the top cities in the country and one of those reasons is what we've done here. We talked, listened, and made decisions the best way we know how. I'm proud to say I was part of the last few years and a part of this bond issue. Mayor Jordan thanked city staff, City Council, Don Marr, Peter Nierengarten, Paul Becker, Kit Williams, and Gordon Wilbourn for all their work. He spoke about completing the task he has been assigned. He spoke well of City of Fayetteville citizens. He spoke about all the many items 113 Wes IkAount;in Faysttevilk , AR 72701 (':79) 575-8323 v)v.P,v 9ry City Council Meeting Minutes December 18, 2018 Page 13 of 30 included in the bond that will benefit all citizens. He spoke about staying competitive with all the other cities, Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. Ordinance 6126 as Recorded in the office of the City Clerk Public Hearin : Raze and Removal 171 Last Meadow: A resolution to affirm the Raze and Removal Order by the City Council for the house at 171 East Meadow pursuant to Resolution: 48-18 passed by the City Council on February 6, 2018, City Attorney Kit Williams: At the time I brought this forward, the owner had been pressed to do some needed repairs to make his house livable. One of the big issues was foundation and it looked like he hadn't done anything in six months. After six months, the building permit he obtained would be invalid if he hadn't done any substantial work. About a week ago, a contractor did some work and fixed part of the foundation, but not the part that was the worst. Our building safety officer said he thought it was substantial enough progress that he wanted to renew the building permit and not cancel it. At this time, I ask you to table the resolution indefinitely, We hope the owner will either put the money into it to make it habitable or allow us to remove it. Council Member La Tour moved to table the resolution indefinitely. Council Member Gray seconded the motion. Upon roll the motion passed 6-0. Council Members Bunch, La Tour, Gray, Marsh, Petty, and Tennant voting yes, Council Member Smith was absent during the vote. Council Member Minion was absent. This resolution was Tabled Indefinitely. New Business: Arkansas Municipal League's Municipal Defense Program: A resolution to authorize participation by the City of Fayetteville in the Arkansas Municipal League's Municipal Defense Program, Council Member Gray: I'm going to pull this. Not because I think it's not something we should do, but we have some information that may change it to where we don't have to be a part of the Municipal League. City Attorney Kit Williams: I think this should be tabled indefinitely, I've been in contact with an attorney who is already representing us in another class action about the internet companies and their failure to pay all the HMR taxes they should be paying, He has agreed to represent us, He 113 West 0iountriin Fuyetteville, AR 72701 (479) 575-8323 vmvvt fayettaville-ar go+✓ City Council Meeting Minutes December 18, 2018 Page 14 of 30 would get paid by court order from any recovery we would be receiving and we would not have to put any money Lip front. Council Member Gray moved to table the resolution indefinitely. Council Member Bunch seconded the motion. Upon roll the motion passed 7-0. Council Members .Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. This resolution was Tabled Indefinitely. Municipal Legal Opioid Litigation: A resolution recognizing the opioid epidemic in the United States of America and in Arkansas; and to engage in litigation as a member of the Municipal Legal Defense Program against those entities and people responsible for this societal crisis. City Attorney Kit Williams: We will use a lot of, Whereas Clauses, if City Council decides to obtain the services and join the litigation. Don Marr, Chief of Staff thanked Council Member Gray. He stated they think it's important the City of Fayetteville not be left out of what is over 300 cities in the lawsuit and potential revenue if they are to win, City Attorney Kit Williams stated he had spoken about this topic with Chief of Police, Greg Tabor. Mayor Jordan thanked Council Member Gray for her work. Council Member Gray moved to table the resolution indefinitely. Council Member Tennant seconded the motion. Upon roll the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. This resolution was Tabled Indefinitely, Amend Section 166.15 (C) Expiration of Building Permit: An ordinance to amend section 166.15 (C) Expiration of Building Permit of the Unified Development Code to require the automatic expiration of a building permit 30 days after the City Council has ordered the Raze and Removal of the structure, City Attorney Kit Williams read the ordinance. City .Attorney Kit Williams gave a brief description of the ordinance. Don Marr, Chief of Staff stated this is a very common problem the city gets from citizens who don't understand why it takes the city so long to resolve issues. He stated it has been over a year since the city did raze and removal for this property with these building permit extensions. He stated the City of Fayetteville is a strong property rights city, but they want to make sure people 113 Wesi Mountain Fayetteville, AR' 72701 (479) 575-u323 vrwnj fayaireville-ar ow/ City Council Meeting Minutes December 18, 2018 Page 15 of 30 comply with building code requirements. He stated the code amendment will address the issue if someone is doing minimal improvements, but not solving the problem. Council Member Cray moved to suspend the rules and go to the second reading. Council Member La Tour seconded the motion. Upon roll call the motion passed 7-0. Council Members bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Ifit Williams read the ordinance. Council Member Gray moved to suspend the rules and go to the third and final reading. Council Member La Tour seconded the motion. Upon roll call the motion passed 7-0. Council Members Lunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Kit Williams read the ordinance. Don Marr thanked Yolanda Fields and her team for their persistence on addressing the issue. Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. Ordinance 6127 as Recorded in the ofjice of the City Clerk Garver, LLC: A resolution to approve a professional engineering services agreement with Garver, LLC in the amount of $19,800.00 for the preliminary site analysis of a downtown parking deck, and to approve a budget adjustment. Justin Clay, Parking Manger gave a brief description of the resolution. City Attorney Kit Williams, Are they going to look at sites only to hold the entire potential 290 spaces or are they looking at a couple of decks? Justin Clay: Everything is on the table at this point, They can consider multiple locations. Council Member Marsh, Will they be looking at the potential for liner buildings? Justin Clay: Yes. Teresa Turk, 1408 West Cleveland requested for the Council to hold off on voting because she believes it is premature. She wants to wait and see if the voters will pass the bond issues. 113 tlb`t;rt i'lloul-ila)r Fay,:-�tV.eville, AR 72701 (4791 575-2323 vyvijvj ,.�ttevlil�-�:r c;ov City Council Meeting Minutes December 18, 2018 Page 16 of 30 Council Member Petty: This is important to do before the April vote. This is the kind of information that's going to help us sell the bond issue and the feasibility of everything else we've talked about tonight. Council Member Gray: It's important we get on with this. Council Member Smith: Whether this arts corridor passes or not, this information will be valuable for planning parking Downtown. Council Member Gray moved to approve the resolution. Council Member Smith seconded the motion. Upon roll call the resolution passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and 'Pennant voting yes. Council Member Minion was absent. Resolution 276-18 as recorded in the office of the City Clerk CH2M Pull Engineers, Inc. Amendment No. 10: A resolution to approve Amendment No. 10 to the Agreement for Operations, Maintenance and Management Services between the City of tn Fayetteville, Arkansas and CH2M Hill Engineers, Inc. in the amount of $6,981,332.00 for services in 2019. Mark Rogers, Water & Sewer Operations Manager gave a brief description of the resolution. The Water & Sewer Committee recommended forwarding the item to City Council. Ikon Marr, Chief of Staff spoke about the positive 30-year relationship and performance with Jacobs, He stated staff is in favor of the renewal, Council Member La Tour moved to approve the resolution. Council Member Gray seconded the motion. Upon roll call the resolution passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. Resolution 27718 as recorded in the office of the City Clerk 2019 Asphalt Materials: An ordinance to waive the requirements of formal competitive bidding during 2019 for the purchase of asphalt materials for use by the Transportation Division, but to require informal quarterly bids or quotes. City Attorney Kit Williams read the ordinance. 'ferry Gulley, Transportation Services Director gave a brief description of the ordinance, Council Member Gray moved to suspend the rules and go to the second reading. Council Member La Tour seconded the motion. Upon roll call the motion passed 7-0'. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes, Council Member Minion was absent. i 13 %Ales>t Nlio ritairl F ;iy.=?t 8vlll„ AR 7'f 01 (Z> r 9) J 764-132; \Piv,"iv gov City Council Meeting Minutes December 18, 2018 Page 17 of 30 City Attorney Kit Williams read the ordinance. Council Member La Tour moved to suspend the rules and go to the third and final reading. Council Member Tennant seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. City Attorney .fit Williams read the ordinance. City Attorney Kit Williams thanked Terry Gulley for his work and his cost saving strategy, Mayor Jordan asked shall the ordinance pass. Upon roll Bali the ordinance passed 7-0, Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. Ordinance 6128 as Recorded in the office of the City Clerk Motorola Solutions, Inc.: An ordinance to waive the requirements of formal competitive bidding and approve a one-year contract with Motorola Solutions, Inc. in the amount of $102,597.12 plus applicable taxes with automatic renewals for four additional years for maintenance of the city's Motorola simulcast radio system. City Attorney Kit Williams read the ordinance. Greg Tabor, Chief of Police gave a brief description of the ordinance. Council Member La Tour moved to suspend the rules and go to the second reading. Council Member Gray seconded the emotion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. City Attorney Ifit Williams read the ordinance, Council Member Gray moved to suspend the rules and go to the third and final reading. Council Member La Tour seconded the motion. Upon roll call the motion passed 7-0. Council Members Branch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Kit Williams reran the ordinance. Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council lN/lember Kinion was absent. Ordinance 6129 as Recorded in the office of the City Clerk I:; VV,.,,s lvk)fj i in Fri fEi1e iIIi-_ ' c 72 0'! 1 ' 575-f_' ,2; Y';v4.' i8\ f is '2l1i1-'4t Cjov City Council Meeting Minutes December 18, 2018 Page 18 of 30 RJR Enterprises, Inc.: An ordinance to waive the requirements of formal competitive bidding and authorize a contract with RJR Enterprises, Inc. in the amount of $28,633.14 for the purchase and 'installation of repair tiles for playgrounds at Bryce Davis, Sweetbriar, and David Lashley Parks, and to approve a project contingency in the amount of $3,000,00, City Attorney Kit Williams read the ordinance. Byron Humphry, Parks Maintenance Superintendent gave a brief description of the ordinance. Council Member Gray moved to suspend the rules and go to the second reading. Council Member Tennant seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, )Petty, and Tennant voting yes. Council Member Kinion was absent. City Attorney Kit Williams read the ordinance. Council Member Gray moved to suspend the rules and go to the third and final reading. Council Member Tennant seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. City Attorney Kit Williams read the ordinance. Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. Ordinance 6130 as Recorded in the office of the City Clerk RZN 18-6441 (SE of 54th Ave. & Persimmon St./Wilson Farm Land): An ordinance to rezone that property described in rezoning petition RZN 18-6441 for approximately 36.62 acres located southeast of 54th Avenue and Persimmon Street from RSF-8, Residential Single Family, 8 units per acre to R-A, Residential Agricultural. City Attorney Kit Williams read the ordinance. Garner Stoll, Director of Development Services gave a brief description of the ordinance. The Planning Commission and staff recommend approval. Peter Nierengarten, Sustainability & Resilience Director stated the rezoning is necessary to execute on the solar agreement that City Council approved last month. He spoke about the many benefits this would provide for citizens. Council Member Smith: I'm enthusiastic about this and ready to get it going. I noticed we have a misalignment on Persimmon. What are we talking about there on the corner? 13 Vli6SY S"(U�i tlfl F'H�.. s:18'Ji(�c ; �. �. _ �,,,.,��,..� „< not .I , AR ! ) 1 (= 1 '3 -� � ; 1..;tip 'i� �. City Council Meeting Minutes December 18, 2018 Page 19 of 30 Garner Stoll: When the developer requested the rezoning to RSF-8, they wished to instead of building an expensive collector street on the northern boundary, they requested realignment that collector street so they could build it to serve their residential development. Our view is that the collector now would best be located on Persimmon. There was a brief description about alignment and Persimmon. Council Member La Tour moved to suspend the rules and go to the second reading. Council Member Smith seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Kit Williams read the ordinance. Council Member Smith moved to suspend the rules and go to the third and final reading. Council Member La Tour seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Kit Williams read the ordinance. Mayor Jordan: Nice work and good project. Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. Ordinance 6131 as Recorded in the office of the City Clerk VAC 18-6433 (839 N. Gregg Ave./Davis): An ordinance to approve VAC 18-6433 for property located at 839 North Gregg Avenue to vacate a portion of a utility easement. City Attorney Kit Williams read the ordinance. Garner Stoll, Director of Development Services gave a brief description of the ordinance. The Planning Commission and staff recommend approval. Council Member Gray moved to suspend the rules and go to the second reading. Council Member Marsh seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Kit Williams read the ordinance. R 7-17r 1 (474) J7545,'32?: V City Council Meeting Minutes December 18, 2018 Page 20 of 30 Council Member Marsh moved to suspend the rules and go to the third and final reading. Council Member Gray seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Kit Williams read the ordinance. Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council member Minion was absent. Ordinance 6132 as Recorded in the office of the City Clerk ADN4 I8-6377 (3600 W. Player Ln./The Links PZ D Amendment). An ordinance to amend Ordinance No. 5015 which enacted Residential Planned Zoning District 07-2452 (The Links) to allow multi -family units to be constructed in Planning Areas I and VI which were previously approved for commercial and townhome uses. City Attorney Kit Williams read the ordinance, Garner Stoll, Director of Development Services gave a brief description of the ordinance, The Planning Commission on a split vote recommended approval with conditions. Hugh Jarratt, Applicant's Representative stated the property had been for sale a long time and they have been trying to market the commercial property and it has not worked. He spoke briefly about the proposed project, Council Member Smith: For the 11 years it has been there, I have never seen a sign on the property. That might not be the primary way you market commercial, but people in the neighborhood could be forgiven for never realizing it was available. Hugh Jarratt: The primary owner of this property also owns a commercial real estate firm. Mr, Jim Lindsey has never liked to put a sign on his property. A lot of commercial developments come through, talk to his brokers and his brokers have a personal relationship and it can move that way. I assure you this has actively been shown for 11 years and we have not gotten a bite. This is just removed enough that the commercial use has not been viable. Council Member Smith: Do you anticipate the demand changing at all with the Rupple connection going all the way through? Hugh Jarratt: Probably not. With the boulevard and median being there does not help cross traffic. Commercial likes to be around other commercial. It is just a little bit north of the other activity. This does not preclude commercial use. This is an additional use twit in that area. I i:; Snit iAoucn[+�in F„ y, Ueville, AR, 72701 - } 7`-8323 1' gov City Council Meeting Minutes December 18, 2018 Page 21 of 30 Council Member Smith: What is your time frame on doing something else with it? Hugh Jarratt: This would line up for a construction superintendent that has not even started a project yet, finless something changes in the construction world, it could be two to three years before we have a person here. Council Member La Tour: This is a perfect example of the market working, These people are involved in the market place, day in and day out. We should always defer to someone who is in it every day, as long as it's compatible with our zoning in the area. I applaud your efforts to take a risk and develop land. Thank you for investing in our city. Hugh Jarratt: Thank you. Council Member La Tour moved to suspend the rules and go to the second reading. Council Member Tennant seconded the motion. Upon roll call the motion passed 7-1. Council Members Bunch, La Tour, Cray, Marsh, Petty, and Tennant voting yes. Mayor Jordan voting yes. Council Member Smith voting no. Council Member Kinion was absent. City Attorney .fit Williams rend the ordinance. Council Member La Tour moved to suspend the rules and go to the third and final reading. Council Member Gray seconded the motion. Upon roll call the motion passed 6-2. Council Members bunch, La Tour, Gray, Marsh, and Tennant voting yes. Mayor Jordan voting yes. Council Members Smith and Petty voting no. Council Member Minion was absent. City Attorney brit Williraraa.s read the ordinance. Council Member Smith: I suspect folks would be surprised that I have reservations about higher density housing. Generally, it's what we need and I'd be supportive of it, but at some point, we have to make room for things people need to do as well. I worry that as we pack in housing wall to wall, without leaving gaps for other development, we will create sprawl and traffic problems. Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 6-1. Council Members Bunch, La Tour, Gray, Marsh, Petty, and Tennant voting yes. Council Member Smith voting no. Council Member Minion was absent. Ordinance 6133 as Recorded in the office of the City Clerk Fayetteville Public Library Property New Tree Preservation Easement: An ordinance to vacate an existing tree preservation easement on the Fayetteville Public Library property and replace it with a new tree preservation easement on Fayetteville Public Library property that is more than twice as large. City Attorney ,alit Williams read the ordinance. 1 VVast Mountain i=a yeltov,11e, AR 7270 ! (472) 75-8323 ✓.nr✓vd tr tte�✓i i�..ar <�o,, City Council Meeting Minutes December 18, 2018 Page 22 of 30 John Scott, Urban Forester gave a brief description of the ordinance. He stated to offset the vacation of the current tree preservation easement a new 15,534 square foot tree preservation easement is being proposed. He stated the item states the proposed easement is 7,566 square feet and that information is incorrect. He stated staff is recommending approval with the addition of the larger tree preservation easement, Will Dockery, Urban Forestry Advisory Board Member stated the board recommended approval with a vote of 6-0. He stated they are in favor of the library and its expansion, but the abandonment of tree preservation areas is not favorable. He stated the city needs to make sure they are putting a focus on preserving mature canopy and that future buildings are designed from the beginning to preserve the mature canopy. City Attorney Kit Williams stated he was on the first Council that adopted the tree ordinance and he has seen many of the changes. He stated it's always been that preservation is the number one priority if it can be done, but sometimes in a reasonable fashion, it can't be done. He stated you can't make a project work without it and when that happens there are four other things that can be done. He spoke about the four possibilities and stated planting mitigation trees on site is the choice that was made. He doesn't believe the decision made was against the spirit of the tree preservation ordinance, Council Member La Tour: Preservation is our priority, but some projects it won't work and it's not reasonable. The code offers other alternatives to preservation. Keep the laws of developers' flexible enough for them to make the best decisions they can for their business models. City Attorney Kit Williams: We need to do an amendment. Staff should review their agenda items. We should have heard about this no later than the Agenda Session, rather than at the City Council meeting. Council Member La Tour moved to amend the language to say four times as large and replace it with 15,534 square feet. Council Member Tennant seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. Council Member Petty moved to suspend the rules and go to the second reading. Council Member Gray seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Kit Williams read the ordinance. Council Member Gray moved to suspend the rules and go to the third and final reading. Council Member Smith seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Kit Williams read the ordinance. 113 VIee;t f4lountain FziyeWaavike, NAP 7270 1 (?%9) SM-8323 unrd�n� f�syaitsville-�r gav City Council Meeting Minutes December 18, 2018 Page 23 of 30 Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. Ordinance 6134 as Recorded in the office of the City Clerk Walton Arts Center Council, Inc. Education Contract Renewal: An ordinance to waive the requirements of formal competitive bidding and authorize a contract for Educational, Entertainment and Administrative Services in 2019 to the Walton Arts Center Council, Inc. in the amount of $250,000.00. City Attorney Lit Williams read the ordinance. Justin Clay, Parking Manger gave a brief description of the ordinance. Ikon Marr, Chief of Staff stated staff met with the Walton Arts Center Executive Director and informed him of Council's change at the last budget session. He stated in the 2020 year it would be moving to the grant funding program. Council Member Tennant moved to suspend the rules and go to the second reading. Council Member Gray seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Kit Williams read the ordinance. Council Member Tennant moved to suspend the rules and go to the third and final reading. Council Member Petty seconded the motion. Upon roil call the motion passed 7-0. Council Members Punch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. City Attorney Kit Williams read the ordinance. Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Minion was absent. Ordinance 613.E as Recorded in the office of the City Clerk Seven Hills Homeless Center Contract: An ordinance to waive the requirements of formal competitive bidding and approve a contract with Seven bills homeless Center in the amount of $108,000.00 for services to homeless and needy residents in Fayetteville in 2019. City Attorney Kit Williams read the ordinance. 113 V\festf0oulli in f'ayet1{:,evill',AR 72701 {AT))5%5-8323 v='ww10,y(,N,a,A)1e-argov City Council Meeting Minutes December 18, 2018 Page 24 of 30 Paul Becker, Chief Financial Officer gave a brief description of the ordinance, Council Member La Tour: I think we should pass this and support those less fortunate in our city. Council Member La Tour moved to suspend the rules and go to the second reading. Council Member Smith seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. City Aflorney Kit Williams read the ordinance. Council Member Marsh moved to suspend the rules and go to the third and final reading. Council Member Gray seconded the motion. Upon roll call the motion passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. City Attorney Kit Williams read the ordinance. Mayor Jordan: Thank you Council for doing this. It is much needed. Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 7-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member Kinion was absent. Ordinance 6136 as Recorded in the office of the City Cleric Recycling and Trash Collections Rate Study: A resolution to accept and adopt a new Recycling and Trash Collection Rate Study. Peter Nierengarten, Sustainability & Resilience Director gave a brief description of the resolution. John Culbertson, MSW Consultants presented the comprehensive overview of project methodology and results to the City Council. Council Member La Tour: In 2017, the last full year of operations for our Trash & Recycling, what were the results of operations? Did we make money or lose money? Paul Becker, Chief Financial Officer: We were under in operations about $200,000. Council Member La Tour: At the end of 2018, do you have an idea of where we are year to date? Paul Becker: We will end up with a shortfall of about $200,000 to $300,000 depending on when I close out the books. As far as 2019, we are budgeted for a shortfall in excess of $600,000. If we '1 13 We„t i4lt im'uiin Fayetteville, AR 72701 (479) 5 7 5 - 8 23, `Nvivv- fayeti.evih-w.gov City Council Meeting Minutes December 18, 2018 Page 25 of 30 base it on this study, we should get sufficient revenue, if we change our ordinance to increase rates to break even. Council Member La Tour: I have a constituent that wants some questions asked, How does the proposed rate structure encourage residents of multiplexes to generate Iess garbage? John Culbertson- The multifamily sector, because of its use of centrally located receptacles for waste and recyclables, is not as easy to have a waste generation incentive. The focus we took did not go towards how do we give an incentive to reduce waste generation, It did go towards how can the city expand access to recycling, which should reduce disposal and shift materials to recycling. Peter Nierengarten: The other component to that is removing the financial disincentive that currently exists within multifamily recycling. Right now, multifamily complexes that want to participate in recycling have to pay .97 cents per unit extra to participate and the proposed rate structure would eliminate that additional per unit charge. Council Member La Tour: How does the MSW proposed gate structure equalize garbage generation responsibility between home owners and owners of multiplexes? John Culbertson: If you look at the services provided to single family residences and the rates, which includes refuse, recycling, yard waste, and bulky waste collection and then look at multifamily services, which is refuse, recycling, and bulky waste collection, not yard waste, the rates are lower. One of the objectives in the rate structure is to have rates that are reflective of the services being provided. That's why the multifamily rates overall are lower than the single family rates. Council Member Lai 'Tour: Does the Planning Department require developers to build in sorting options so residences can sort the recyclables as it's done in large apartment complexes in New York? Peter Nierengarten: In September of this year, the City Council passed a series of ordinances to amend the development code that required recycling for commercial and mixed -use developments. I'm not aware of anything in the residential multifamily sector that requires space for recycling, but if it is a priority for the Council, it's something we can work with Development Services to look at it, Council Member La Tour: My constituent is very concerned about pseudo -recycling. MSW's presentation at the Water & Sewer Committee meeting is that single stream is still in consideration. The constituent is not in favor of single stream recycling, Can you name the model single stream recycling facility that any of the city staff would support? Peter Nierengarten: There is nothing in this current rate proposal that implies or directs the city to work towards single stream. All the expansion of recycling services is utilizing the city's existing curb sort program. We would be expanding the curb sort program to multifamily complexes that are 24 units and less. We would also be expanding the current battleship recycling, which are the large containers that have the separated compartments for the different commodities 11.. ,' F"",i iV:r;Uri�;C l'� ,--, Ut(�'vlilt7� F" 72701 1 7)j 5- r)-Fi,ii':S 'iP+Vbi to �•'_S-1 f,;'✓IIi --sir ctav City Council Meeting Minutes December 18, 2018 Page 26 of 30 of recyclables. I'm not aware of any model facility that any of our staff has been researching regarding single stream. Don Marr, Chief of Staff: This Council passed a Waste & Recycling Master Plan that explicitly excludes single stream as an option for the city to pursue. The Mayor has directed staff to not research it and not implement it. Council Member La 'four believes the book is still open on single stream recycling. He stated his constituent is more agitated about single stream recycling than he is. He spoke about the benefits of single stream recycling. Don Marr: The staff works on the direction of the policy of the Council. The current policy of the Council is that it's not included in our Master Plan or Operational Plan, Council Member La Four: What did you charge us for this study? John Culbertson: $47,000. Council Member Smith: There are a lot of services in there. Some of them are above cost and some are under. What are the things we are incentivizing with the subsidy that we are wanting people to do more of? John Culbertson stated the subsidies are primarily focused on making recycling affordable. He spoke about moving towards customer class full cost, He spoke about the list of items they are incentivizing. Council Member Smith: Why does a residential 96-gallon bin cost less than a commercial 96- gallon bin? John Culbertson: In residential high -density routing in a neighborhood you are stopping every 90 to 100 feet. Typically, small businesses have the cart service and you are deviating from the route. The whole solid waste collection business is a business on how fast can you go collect at the stops, As soon as the truck has to go off route and drive longer drive time, it increases the cost to serve those customers. Peter Nierengarten: The residential rate includes composting as well. The commercial rate does not qualify for the compost pick up. The residential rate includes the one time a year bulky waste pick-up and participation in ward clean ups. There was a brief discussion about the rate levels, Don Marr: Out of city discussion is important because when we are providing water and sewer service out of the city, we do 1.5 times our rate. We collect a higher fee when we are operating outside the city because its capacity being taken. This is to be in align with what we do with other utilities as well. 113 West Il10untC in Fayettoville, AR 72701 ±4i9j 575-832 3 %iMmiw fayeitevillea, gov City Council Meeting Minutes December 18, 2018 Page 27 of 30 Council Member Gray: I'm excited and it is long overdue. Mayor ,Jordan: It was a very good presentation. Council Member Gray moved to approve the resolution. Council Member Marsh seconded the motion. Upon roll call the resolution passed 6-1. Council Members Bunch, Smith, Gray, Marsh, Petty, and Tennant voting yes. Council Member La Tour voting no, Council Member 'pinion was absent. Resolution 278-18 as recorded in the office of the City Clerk Recycling and Trash Collection Rate Amendments: An ordinance to amend §50.40 Rates for Services of the Fayetteville City Code to align the city's recycling and trash collection rates with the recent rate study. City Attorney Kit Williams read the ordinance. Peter Nierengarten, Sustainability & Resilience Director gave a brief description of the ordinance. There was a brief discussion about the use of the composting facility and making change, rather than having even dollars for collection. Council Member Gray: I am glad we are including multifamily more. I want us to continue to work hard at the U of A. Peter Nierengarten stated he absolutely agreed with that, He spoke about being excited about the expansion of multifamily recycling with a curb sort program, Council Member La Tour: We have been losing money since 2017, but we are increasing the total revenue by over a million. It doesn't seem like a very good deal for our citizens and that's why I voted no on the last item. In this proposal, you are going to automatically increase my rate each year by the consumer price index, unless the Council acts. This is an automatic rate increase that concerns me. John Culbertson, MSW Consultants gave a brief description of the development of full cost projections. Don Marr, Chief of Staff spoke about rate disparity between residential and commercial. He spoke about CPI indexing of fees Council Member La Tour: I'm not objecting to CPT indexing of fees. I just don't want it to be automatic, If we are going to increase the fees that we charge our citizens, we should have a public vote on that. 1131 West Viiountain Faycdi villn, AR 72701 (479) 575-2323 viotl Fayc;tt:=„ille-ar gov City Council Meeting Minutes December 18, 2018 Page 28 of 30 Don 1p/;larr: For many years, we brought forward the item to waive those automatic increases until recently when we got behind the rate. I aim confident the elected officials who are being accountable to citizens on what they pay monthly, there's nothing automatic, We look at them each budget year. We set money behind every year for capital. Paul Becker, Chief Financial Officer stated when he talked about this year and the city folding a $600,000 loss, those were in operating cost, not capital cost, He stated this year based on the new plan, the operating cost are much larger than they had the last couple of years and that's why the losses are bigger now. He stated when we increased the new plan, we added new people and routes, which increased the operating cost quite a bit, Council Member Lea 'four: I would hope any new route we add, we would not charge less than our cost for that route, Each new route should pay for itself or our pricing is off. Don Marr: This study is showing you the current rates aren't covering that cost, which is why we are having this discussion, A brief discussion followed about depreciation and capital. ')Teresa Turk, 1408 West Cleveland requested for the item to go to the second reading and give the public more time to look at the rate study. Council Member Marsh moved to suspend the rules and go to the second reading. Council Member ]hunch seconded the motion, Upon roll call the motion failed 5-2. Council Members Bunch, Gray, harsh, Petty, and'T'ennant voting yes. Council Members La Tour and Smith voting no, Mayor Jordan chose to not vote. Council Member Kinion was absent. This item r•vas left on the First Reading. Oakbrooke Subdivision Phases 1 and 2 Utility Easements: An ordinance to vacate portions of utility easements in Phases 1 and 2 of the Oakbrooke Subdivision. City Attorney Kit Williams ream the ordinance, Garner Stoll, Director of Development Services gave a brief description of the ordinance, Derek Thomas, Bates & Associates stated this is part two of cleaning up the replat that was approved by Planning Commission many years ago, He stated it now needs to be approved by City Council to get the easements totally vacated. Council Member Smith: Earlier tonight when we passed a similar vacation on Gregg Street, there was a standard condition we see in all of these that its approval is subject to the condition that relocation or damage of utilities be at the expense of developer. That is not in these. Does that need to be since our Section 1 has us determining there's no utilities without talking to the utility companies first. I •I �: Vl e!J% %�oi"11 (.?I(1 �•u•y�•G[�.BViil � �1.� I'f7O1 (44 ��.If ;7:•F��•G.:f :qnl,',. �:I, )'t3lfC":'dl��°-&i !I; iH City Council Meeting Minutes December 18, 2018 Page 29 of 30 City Attorney Kit Williams: If there are no utilities in there, which you must find, then there's nothing to be hurt or moved. Most of these easements are underneath structures? Derek Thomas That is correct. City Attorney licit Williams: You have to determine there's no utilities in here before you can grant this, If you think any of these utilities are within this area, you cannot grant this. You are making a finding there are no utilities in these easements and nothing that could be damaged and that's why it was not placed in this ordinance. Don Marr: You are taking the applicant's interpretation that there are no utilities in this item. Council Member Smith: It seems that we can say there's nothing there, but in the off chance we could miss something. Tracy Hoskins, Owner gave a brief historical description of the project, He stated he is confident there is nothing in the easements. Council Member La Tour moved to suspend the rules and go to the second reading. Council Member Tennant seconded the motion. Upon roll call the motion passed 6-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, and Tennant voting yes. Council Member Petty was absent during the vote. Council Member ,Kinion was absent. City Attorney Kit Williams react the ordinance. Council Member Tennant moved to suspend the rules and go to the third and final reading. Council Member La Tour seconded the motion. Upon roll call the motion passed 6-0. Council Members Bunch, La Tour, Smith, Cray, Marsh, and Tennant voting yes. Council Member Petty was absent during the vote. Council Member Minion was absent. C 0) Attorney Kit Williams read the ordinance. Mayor Jordan asked shall the ordinance pass. Upon roll call the ordinance passed 6-0. Council Members Bunch, La Tour, Smith, Gray, Marsh, and Tennant voting yes. Council Member Petty was absent during the vote. Council Member Kinion was absent. Ordinance 6137 as Recorded it; the office of the Cioj Clerk Announcements: Yvon Marr, Chief of Staff stated City of Fayetteville offices will be closed on December 24t1i, December 251h, and January I" for the holidays, He stated Agenda Session will be on Thursday, December 27, 2018 since the city is closed on Tuesday, December 25, 2018, He stated the next City Council meeting will be on January 3, 2019. He spoke about trash and recycling service dates and transfer station, The schedules can be viewed on the website. 11 vVe"t N40untain Foyelte ville, AR 72701 (479) 575-8�23 wwvi Y r„ieville ar giw City Council Meeting Minutes December 18, 2018 Page 30 of 30 Council Member La Tour stated this would be his final time to speak to the City Council and left with this verse, "Lord, to God in the highest, peace on earth, and good will toward men," Mayor Jordan stated his appreciation ,to Susan Norton for helping to get the bond work done, press releases, FOI , setting up public meetings and the surveys, City Council Agenda Session Presentations: Sales Tax Bond Discussion - Paul Becker Ci C- until Tour: None Adjournment: 10:20 p.m. Sondra E. Smith, City Clerk Treasurer '1 1"i I vy',A'frvllh AFS '1271)'t 377-!;N3 90V ( ,4 Sarah Bunch Chair Council Member Mark Killion L, I . 'l Ward 3 Position Council Member Ward 2 Position I / Kyle Smith Council Member Vice Chair Sarah Marsh =- Ward 4 Position 2 Council Member Ward l Position 2 Nominating Committee Report December 12 & 13, 2018 Members Present — Vice Chair, Sarali Marsh, Sarab Hunch, and Kyle Smith Absent; Mark Kinion The Nominating Cornnaittee r•econwiencls the following candiclates,Jor appointment: ACTIVE TRANSPORTATION ADVISORY COMMITTEE Drew Wallis — One Community Citizen at Large term ending 12/31/20 Laura Canter -- One Community Citizen at Large term ending 12/31/20 Josh Moody — One Community Citizen at Large term ending 12/31/20 AIRPORT BOARD Kayla Bruskas — One .Business term ending 12/31 /23 Charles Wallace — One .Pilot term ending 12/31 /23 Vacant — One Aeronautical unexpired term ending 12/31/20 ANEIIAL SERVICES ADVISORY BOARD Vacant -- One Licensed Veterinarian/Veterinary Professional unexpired term ending 06/30/19 Whitney Srsen — One unexpired citizen at large term ending 06/30/20 AUDIT COMMITTEE Chad Reed — One term ending 12/31/21 BOTANICAL GARDEN SOCIETY OF THE OZARKS Catherine Hipp — One term ending 12/31/21 CIVIL RIGHTS COMMISSION Samantha Arroyos — One Business Community term ending 12/31/21 Kyle Garen — One Owner or Manager of Rental Property term ending 12/31/21 Sic.ra .Delk — One Citizen at Large term ending 12/31/21 ENERGY IMPROVEMENT DISTRICT NO..I Joseph. Donahue — One term ending 12/31/20 1i3 West i4lountairi F:ayeUeville, AR 72701 (479575-8323, v:!,v,w.faveitE;viIIE;-ar.gov ENVIRONMENTAL ACTION COMMITTEE Joseph Donahue — One Local Industry term ending 12/31/21 Colin Massey — One Community Citizen at Large term ending 1.2/3.1/21 FAYETTE171LLE ARTS COUNCIL Cindy Morley — One Working Artist unexpired terms ending 06/30/19 Robert Stafford — One Working Artist unexpired ternis ending 06/30/19 Jake Hertzog — One Working Artist unexpired term ending 06/30/21 PARKS AND RECREATION ADVISORY BOARD WiII .Dockery — One term ending 12/31/21 Keith Tencleve — One term ending 12/31/21 Nicole Claesen — One term ending 12/31/21 URBAN FORESTRY ADVISORY BOARD Alan Ostner — One Tree Service Community term ending 12/31/20 Audra Rogers — One Community Citizen at Large term ending 12/31/20 Glenda Patterson — One Community Citizen at Large term ending 12/31/20 Robert Stafford — One Community Citizen at Large term ending 12/31/20 The Pubic Facilities Board and Nlavor recolmnencls the,follo vina eandiclatesfibr uhhointm.ent.' PUBLIC FACILITIES BOARD Hugh Earnest — One term ending 1.2/31./23 Konrad Siemek — One unexpired tern.i ending 1.2/31./21 Lynn Cunningham -- One unexpired term ending 12/31/22 'i i3 WaSt Mountain Faye;lleville, AR 72701 (479) 575.83 3 v:wnv.f_yWfte.ille-ar.�ov NORTHWEST ARKAi ' s AFFIDAVIT OF PUBLICATION I Cathy Staggs, do solemnly swear that 1 ani 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 OF FAYETTEVILLE Ord, 6126 Was inserted in the Regular Edition on: January 3, 2019 Publication Charges: $ 1956.50 Cathy Stag' j `) Subscribed and sworn to before me This I � day of ', 2019. Notary Public ) I I My Commission Expires: CATt1Y 4�IlE'S Arkansas • lion,up Cnunly P}platy public - cotmmrp 12:? 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If i tif if -I j.� is, !If iI (I if!, I,, fit - ;rft i No 1 0'NI ri -I,. r-N, Mn r a !fit Iii h:-tf"it It ji,iNLI I A&W AM F OA Of, 1 ORRI1t/TSTARKANSAS 7 AFTIDAVDCOF PUBI-ACATION I Cathy Staggs, do solemnly swear that I am the Accounting Manager of the Notthwest Arkansas Dernocrat-Gazette, printed and published in Washington County and Benton County, Arkansas, and of bona ficle circulation,, that from my own pe.i-sonal. Icnowl.odge and reference to the files of said publication, the advertisement of; CITY OF FAYETTEVILLE Bond Election 'Notice of Election Was inserted in the Regular Edition on: lvfarch 22, 2019 Attached Copy Publication Charges: $ $1801,80 Subscribed and sworn to before me This Z6 day of , 1 2019 64 !�Totary Public My Commission Expires: **NOTE*'* Please do not pay from Affidavit, Invoice w-ill be sent. V40TICE OF SPECIAL ELECTION Notice Is hereby given that the City of Fayetlevlile, Arkansas will hold a special election on Tuesday, April 9, 2019, at which the following questions will be submitted to the qualified electors of the City: tluo- sVon (m There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance or refunding bonds In principal amount not to exceed $12,200,000 (iho "Refunding Bonds") pursuant to Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the "Local Government Bond Act") for the purpose of refunding the City's outstanding Q) Sales and Use Tax Capital Improvement Bonds, Series 2006A, 00 Sales and Use Tax Capital Improvement Bonds, Series 2007, (ill) Sales and Use Tax Capital Improvement Bonds, Sarkis 2009, iuv) Sales and Use Tax Capital Improvement Bonds, Series 2013, and (v) Sales and Use Tar; Gapltal Improvement Bonds, Series 2015 (collectively, the "Prior Bonds"). if the Issuance of the Refunding Bonds is approvod, Iho Refunding Bonds shall be secured by a pledge of and Hen upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tar,"). Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the Issuance of Refunding Bonds In principal amount not to exceed 512,200,000 .... .. .......... _ ... .. _.,....... ❑ AGAINST the Issuance of Refunding Bonds In prineit ai amount not to exceed $ (2,200,000 ❑ C uPr ilnp_11y.Q.1 There is submitted to the qualified electors of the Cry of Fayettevllle, Arkansas lire question of the Issuance of capital Improvement bonds In principal amount not to exceed $7 3,925,000 (he "Street Improvement Bonds") pursuant tr, the Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the casts of right-of-way acquisition, design, construction, reconstruction, repair, resurfacing, straightening and width modification of certain City streets, which may Include related sidewalk, traffic signal and control, lighting, curbing, guttering, bicycle lane, landscaping, drainage and safety Improvements and related curbside pedestrian facilities such as bus pickup structures and concrete vvalting pads. If the Issuance of the Street Improvement Bonds Is approved, the Street Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use lax at the, rate of one percent (1.00%j levied pursuant to ihe Local Government Bond Act (the "Sales and Use Tax"), Vote on the question by placing an "X" In one of the squares following the question, either for or against: FOR the Issuance of Street Improvement Bonds in principal amount not to exceed $73.925,000 .......... ❑ AGAINST 'the issuance of Street Improvement Bonds in principal amount not to exceed $73,925,000.... ,,. -:. ❑ iltir,uiion_Thrne_ There Is submitted to the qualified elector of the City of Fayetteville, Arkansas. the question of the Issuance of capital Improvement bonds in principal amount not to exceed $6,865,000 (the "Trail Improvement Bonds") pursuant to the Local Government Bond Act (as defined In Question One) for the purpose of financing all or a portion of the costs of design, construction, reconstruction, extension and equipping of certain City trail system Improvements, which may Include. related pedestrian signal, fighting, kandscaping, drainage and safety Improvements and right-of-way acquisition. if the issuance of the bail Improvement Bonds Is approved, the Trail improvement Bonds shall be, secured by a pledge of and lien upon all of the rocelpis of a special city^,vide sales and use tax at the rate of one percent (1.00%) levied pursuant to the Local Government Bond Act [the "Sales and Use Tax Vole on the question by placing an "X" in one of the squares following the question, either for or against: FOR trip Issuance of Trail Irnproemenl Bonds In principal amount not to exceed $6,865,000 ..... .......... _,................., .......... ........ ❑ AGAINST the Issuance of Trail improvement Bonds Ic principal amount not to exceed $6,865,000 .... _ _... ❑ 1Y; ,tIojr i4^.e There is submitted to the qualified electors of the City of Fayetteville. Arkansas, the question of the Issuance of capital improvement bonds in principal amount not to exceed $15,840,000 (the "Drainage Improvement Bonds") pursuant to the, Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of the design, construction, reconstruction. repair, retrofit, extension, enlargement and equipping of certain drainage facilities, which may include land and easement acquisition and water quality features such as detention and retention basins and stream restoration. II the Issuance of the Drainage Improvement Bonds Is approved, the Drainage Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and LISP tax at the rate of one percent (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" In one of the squares following the question, either for or against: FOR the Issuance of Drainage Improvement Bonds In principal amount not to exceed $1.5,840,000..... ... ... ......... ... ....... ............ ......... ❑ AGAINST the Issuance of Drainage Improvement Bonds in principal amount not to exceed 515,840,000 .... _ .. .. _ .............................. ❑ nlff_ Lon rlv_e� Thure is submitted to the qualified electors of the City of Fayettevllle, Arkansas, the question of the Issuance of capital Improvement bonds in principal amount not to exceed $Z6,405,000 ;the "Park improvement Bo -ids"! pursuant to the I_o;al Government Rcr-d Act (as defined in Question One) for the purpose of financing all or a portion of the costs of acquisition, design, constriction and equipping of certain regional park and other parks system Improvements, which may include athletic fields and facilitles, playgrounds, pools and splash pads, balls, campgrounds, plonks areas and pavilions, land acquisition, open space preservation and other rec- reaflonai facilities and .support facilities, such as restrooms and parking. if the issuance of the Park, improvement Bonds is approved, the Park Improvement Bonds Shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the Issuance of Park Improvement Bonds in prncipal arnounl not to exceed $26,405,000.... ❑ AGAINST the Issuance of Park Improvement Bonds in principal amount not to exceed 526,405,000 .. _ ....... _... _ .. _.. _. .... There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the quastfor: of the Issuance of capital improvement bonds in principal amount riot to exceed $3,170,000 dhe "Economic Peveli,pinent Protect Borlds') pumant to the Local Government Bond Act (as defined In Ouestion One) for the purpose of Hnanc- Irg all or s portion of the costs of ecqusidon, destLrn, conslrur.Hgn and equipping of certain economic development projects, winch may include land acquisition, site develapfile iit and Infrasbucture useful In the development, relention or expansion of manufacturing, production and Industrial facilities, research, technology and development facilities, distribution centers, call comers, warehouse facllliles, job training facilities or regional or national corporate headquarters facililles. If the F,ruance of ln� Economic Development Pr.1ee1 Bonds Is approved, the Ecil Development Project Bands shah be secured by a pledge of and fien upon all of till, rcceipls o: a specta c.(y,wIde silos are us, .ax at the rate of er,e percent (1 (10`J 1 b+vied pursuant to Inc Loral Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an 'X" In one c1 the squares following the question, either ter or against; FOR the Issuance of Econernic D.velgpmant Project Bonds in principal amount not to exceed'$3,170,000.................................................- ...... . [l A,Mlrib l the Issuance of Economic Development Project Bonds In principal amount not to exceed S3,17O,000......... .. ............................... � l�Q�`}rf�fl �tivaiC There Is submitted to the qualified electors of ifle City of Fayetteville, Arkansas, the question of the Issuance of capital Improvement bonds In principal amount not to exceed K,170.000 (Itie "City Facllftles Improvement Bonds") pursuant to tire, Local Goemmebt Bond Act {as defined In Ouestion One) for the purpose of financing all or a portion of the costs of renovating and refurb!shing cetain Clty buildings and grounds, which may Include building envelope and roof Improvements, vvindow replacement, insulation, lighting and HVAC system upgrades and coh In renewable energy and energy officiency projects. It the Issuance of the City Facilities Improvement Bonds Is approved, the, Ci y Fac?Ilties Improvement Bonds shall be secured by a pledge of and her upon all of the receipts of a special cltywhae sales and use tax at the rate et one percent (1.0040) levied pursuant to the.Locel Government Bond Act (the "Sales and Use lax"). Vote on tiro question by placing an "X" In one of the squaros following the questioo, either for or against: POR file Issuance of City Fac'lities improvement Bonds In principal amount not to oxceod$3,170,000................................. AGAINST lire Issuance of City Facilities Improvement Bonds In principal amount not to exceed $3, i 70,000 ._....................................................... nt)e:.It)g �I97U Thera Is submitted to tho qualified electors of the City of Fayetteville, Arkansas (the "City"), the question of the Issuance of capital Improvement bonds In princl- pal amount not to exceed $b 1 585,000 (,(he ":1ris Corridor Improvement Bonds") pursuant to the Local Government Bond Act (as defined In Ouestlon One) fur the purpose of finanr..ing all or a Donlon of the costs Of acqulsIlion, design, construction and equipping of coitain CUliural Arts Corridor Improvements, within or near an area hordered by Dickson Street on the north, School Avenue on the east, Prairle Street on the south, and Grego .Avenue on the west, and which may Include sisal, sldewafk;, boardwalk, hall, pedes!rlan signal and control, bicycle facilities, curl:piny, guttor!r�g, drainage, lighting and landscaping Improvements, plaza, civic and performance space, art Installalions, overlooks, stream restoration, pavilions, shuctufe and other buildings, new andior replacement parking facilities, and land and easement acquisition. Prior to the, removal or loss of twenty-five (2,5) or more public parking spaces from the Walton Arts Center Parking Lot, a/kia N1est Avenue Parking Lot, due to any development of or constrol on such lot related to the Cultural Arts Corridor, the City must ensure the availability of sufficient net now public parkltg spaces to fully replace all public parking spaces removed, lost or Ilkaly to he removed or lost within the near l from the Walton Arts Center Parking Lot and not planned to be promptly replaced belovd, upon or abovo lha current parking area These replacement public parking spaces must be within a easona'ole proximltp to the Walton Arts Center which would include any public parking deck spaces at the C'ity's School Avenue Parking Lot or on the currondy pri- vatl owned land north of Olekson Street, west of West Avenue, east of the railroad tracks and south o1 Lafayette or on any other parking lot or facility In which a!i replacement parking spares are within one thousand (1.0-)it) feet of t!,e Walton ruts Centl ,,est puhllc entral if the Issuance of the Arts Corridor Improvement 8onds Is approved, the Arts Corridor Improvement Bonds shall be seamed by a pledge of and Her upon all of the receipts of a spcclai cit(rwide sales and use fix at the rate of one percent (1,00%) levied pursuant to tie Local Government Bond Act (the "Sales anr; UseTa),"). Vote on that question by placing en X' In one of the squares foflowing the question, either for or against: FOR. trip, issuarca of Arts Corridor Improvement bonds fit principal amount not to exceed w31,68fi,000 ..., .. _........................ . ....................... ASAINST the Issuance of Ads Corridor hnpr0v0ment Bonds In prfncfpai amount not to exceed $ 1,685.000 .............. _ ...... � I.1tlnrilf0}1Nkt1r; There Is submitted to the qualltled electors at the City of Fayetteville, Al the question of the issuance of capital Improvement bonds In principal amount not to exceed S36,965,000 (lhe "Police Facilities improvement Bends'I pursuant to the Local Government Bond Act (as defined to Oue.st'on One) for the purpose of financing all or a portion of the costs of certain police station design, construction and Improvements, will h may Include land acquisition, and the acqufsiflon of police equipment. If the Issuance of the Police Facilities Improvement Bonds Is approved, the Police Facilities Improvement Bonds shall be secured by a pledge of and ilea upon all of the roceiple of a spcclai ciiy,,,Al sales and use tax at the rate of one percent i 100°!c) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). Vote on the question by placing an "X" in one of the squares following the question, either for or against: FOR the l i;a„ce of PoIll-Hillill Improvement Bonds In principal amount not to exceed $38,965,000-. _.,...... ...._ ._ ._ ...._ ......... AUAf';51 the I,.suanc:e of Police F-c':fides Iwwavoment Bond;; in Prifi ' amount not !n,=rceed $30g55,000 _ . ....... .....:............-. ,. . El rani ,o'oo 1'el Thera Is Suomhh+d to the qualified electors of the (;fly of Fayott_vfi;e, Arkansas U„question of ire Issuance of (iapital improvement bonds In pril amount not to exceed 515,840,000 (the "Firefighting Facilities improvement Bonds") pursuant to the Local Government Bond Act fas definod In Cuestion One) for the purpose of financing all of a portion of It)-,, costs of certain fire station drsign and construction, winch may Include land acquisition, and the acquisition of f:reffoh(ing vehicles and equipment. It the Issuance of the Firefighting Facilities improvement Bonds Is approved. the Firefighting Facilities Improveml Bonds shall be secured by a p edge of and Hen upon all of the receipts of a special clhisvide sales and use tax at the rate of one percent (1.00%) invled pursuant to the Locat Government Bond Act lithe " SaJos and Use Tax"), Vote oar the question by placing an W' in one of the squares following the question, either for or against: FOR the issuance of Firefighting Facilities Improvement Bondi In principal amount not to exceed$15,840,000....................... ...... ......... _...... ❑ AGAiffST the issuance of Firefighting Par.liities Improvement Bonds in principal amount not to exceed 15,840,000.................... .............: ,.. U NORTHWESTAI L'i` A kS 11AMOC'MI AFFIDAVIT OF PUBLICATION I ('LlIlly Stu-,-S, do S()Ivlllllly swe n fluit I am the Accountin- Nd a lia 0 r o f I I C N o r I I i \vc s t r ka i i.sas D o m o c rt i - (3,,iz,2 tte. 1) e d '111"I published in \VlShillEtOn ('01-111ty quid (3C11LOIl C01.111t,". Arkansos, and oi'bona (-ldc cil-cl-11,11ion, that I'l-om illy. own personal knowledge and reference to the files of said pul.-)fication, the advertisement of: CITY OF FAYE'I'TEVILLE Proclamation of election Was inserted in the Regular Edition on: April 2, 2019 Attached Copy Publication Charges: $ $1173.90 Cathy S Subscribed and sworn to before me This - �� clay of f 2019. N---o-t--ary —Publi—c My Commission Expires: *`NOTE*'` Please do not pay from Affidavit. Invoice will be sent. PUDLIC ii, UID ICE: Cliff OV= FAYETTEVILLE, PrI1FtJ i'll56?s5 PROCLANilMON DECLi`,Ml,1rjx THE RLSMI'S CBO' ELs:c:YfON DFFICE OF ME MAYOR OF'fHE CITY OF FAYETTEVILLE, ARKANSAS TO TO'[ PEOPLE (IF T1,`E CITY OF FAYETTEVILLE, ARKANSAB, GREETINGS; VltHEREiIS, a Special Election was held on F,pril 9, 2019 regarding the vote to: Queldah One; 1 bete is suhmllttcl to the qualified electors of the City of Fayetteville,Arkansas, the queslfon of the issuance of refunding bonds in principal amount not to exceed $12,200,000 (the"Refundina Bonds") pursuanl tOTlfie 14,Chapter164,Subchapter3oftheArkansasCodeof1987Annotated(the"Iti lGovernmentBondAct") for Ile' pulpost of refunding the City's ouilwnding Sales and Use Tax Capital hnprovemen( Bonds, Series idol,, (li) Sales and Use Tax Capital Ingnnrement Bands, Series 2007, 111) Sales and Ilse 1az Ctpilaf Inc Innvru;odlioi,h.,`wji<iHv,1v,(iv!ti:dN,andI)inFaxC2pltulInrpluvenunll ltiSl2u13,I'M palS,drs. alai II:c Ta, I''apitsl ll,prrvauutn( IWrdt, SrdrF201.1(iallrrl'nMIV ire"Pilot Bonds ) If lht• Pduanu: pl din li'Tundi❑y Benlh it ;,plliv tell, the f:itlI ley Bonds shall (in sN:urtd by o plcdgv of and bah upo,l W oflite rut'ellI)Is nfospcalalcitywill'till•sanllu'•:'tax at the wit, of one oeicant (1.CO'A h'yicd pfllanard I) the LN Govemment Buu(I Act (he "Sales o.rd Use Tax"), 4309 FOR die issuance of Refunding Bonds In principal amount not to exceed $ I1,200,000 1734 AGAINST the: Issuance of IlelunJing Solids In principal arnounl not to ttrceed S12,200,DO0 Question Two; There is submintd to the qualified cltclo7s of the City of Fayetteville, Arkansas, the question of the issu• ante u(capilai hopluvemerr bonds iu principal amount not to ex':ecvl 573,975,000 (Itlu'Street IINVO ernent Bunds') pursuant to the Loral 6oveIsin'`nl Bond Act Ia1, 0oTire al In (it esIit, time I for the pulpose of IiII(in g all oI a p!ulion of iho co[I. td IWht-uFlvoyargue;dian, design, (omuucll:nl, [it,.Ilfk:cUan,1,:p1ir, e;nrla(lra7,sir,lrgMeningamllvrldt11 iI,t4llcotinI nl ccrt•lin City siruels, oritIc6l,ly clnII,reia(edslde :minc siilnal'nd mnunl, lughllnq, curb,ng, guniti ng, bicycle lhnr, lartl,npiay; dG,ivage and s"IeV Impiovemtots and roialed curb;ido ji,, 'stdan facilities sw.l, as bas pickup stiuto lewrid concrete waiting pads: if the issuance of Ihr We !I Unla::; ill Bonds v,;approved, the Scott Inn;i ovenle ill Bonds Owll be settled by a pledge of and hen upon all of The receipts of a special c rywfde sales and use tax at the rate of (Inc Follow ( 1.00qu) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax'), AW FOR the Issuance of Street lonfai ernent Bonds in principal amount no( to exceed $73,925,000 1567 AGAINST the issuance of Steel hapraver l Bonds in principal amoum not to exceed S73,925,000 Question Three; Mole is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the Issuance ofpqutililrgruvenleu(iiutdsu'rpuucip11lalauntnal(oes:urd56,Ii6S,Olih(Ilse halllugllOY"IlIt'ItlB:,nJ 1 pun+.,ani In the LIl (10-!nulloil howl iVa Taa di'fuo:d In Qtle'dnrfl Clllei. Tor Ilse lurq;lie„ of lit;'IsIlly :dl or It pilldun of Irv! tosis of de'Jgn, unulrurliul6leow,U110011, e,;li'n'Juo Iaml 1•11ulpplug of a•4ah, (ly bail Inlpu,v'l,mnit, rtllitl Inuy,lnllude rolalud pcJctuion s!nsal, Illllttilig, lan(brafiing, dndnage muf afely pupil;raw,:il•r,snd rfgln nl vs1y acgssial(un. II file ts,u'll& of ih, had Imprur,:rneul ('.u1uh li lKI'lraci IhrlelRintpn,'ir!lilt:;Hhonkl:ihallbas,ncnr,lflynpin*idandliennpnnatlolthe mcelpislin lie(rnl:err:xhh!':air,an(Ir:elaxal!ilral,:oflinepal[ml(id!lylr)ItvitdpulsnanitolieIoffalti velumrN Bond Act (the"Sales and Use lax') 307'I FOR the issuance oflillhnpravenlentBonds inpri16palamount not toexceed 56,065,C'00 2363 AGkllis f the issuance of hail Improvement Bonds in principal nnaounl not to exceed $6,865,004 Quesllon Four; mbnnttedli,tin:quad;ollei'r.lmsofthelllyufLpafuville,Ad;aus,'., diagrtt:unnuf111VuSuan(e ul tej,ilolmgno•nnI,.,W ViluhIsIII norinr:;cted`! `',21!I,hgllilh.e'Uonnijit •,t,v'sn!enl Biinils l puPd'-,11',! (i, IIn! l u(al (u'rPrmnew bond Ail ia: di -hied III r}neiliuH Ord for lhl!cII11 D .! J Ilnnonug .)ll rr it pnnlnn nl the lwasof IN! 11"sigo, w iluuclion raumsmiolas, fepll;. l.uuhl, vXIMIdno, rlllttg''enlenland equippingofcerlain Ih,illlagetvpipet eahL:hflu".inslwb:Iandard:dae1nt01d,:11thinoll lid Ivt ter quality features such as dclenluut nod n n'ubnil bimui :ind drB;nn rNDmtidti. Ii the' 1,vullte of h i f'lainage Inprovemenl Bonds Is ,grplovrd, tha' Uraluag,' 11u{uovnmont Builds 111.111 is seeutrd bit I)pledge of and Ilen upon all of (he receipts of a special citywide}ales and use lax at the salt atone percent (1.00AW levied pursuant Ill the Local 6pvemment Bond Act phe"Sales and Use Tas:") 45117 FOR the Issuance ofDrainageimprovement Bonds inpill ari tnottoexceed$ls,ad0,000 ?ST7. AGAINST theissuanceo(Drainage;mprnvenientBlindsinprincipalamountnottoexceed $1518401OCA1 Question rival Plte: is %ubuliurd u) she goallli vl rlecluf: of the Cliv nl fay,i!p!s'Ilie, All.amli. (Ile clw•uiun of Ille hs u :mil w kapll;,i hnpmv, lion bonds w pdhrJpsl arnou0utul IN, cUzer152G,dOS,90411ht• Rik hnpluvenivnl f';u)d.'1 prtl.11!Jn it.tilt! I,:fa! Gh7elm:x;cnt Bond All (a. d'.1 l Ili QIId3liull Clio for llu' ptlrpoi4 fit II. ndm.imgellw'iIptildoll it( III'! s,I!ncqui!hhel,dusign,Wnliml;uoa0tlogvipfnnllul[erl,tlllInginnaipa1L win olle;r part; :j';Iem impmvoilti,n„ tvhirh,may include olhiclic ADlils and lardllles, ph-'llo'llit and splash r ads Inri!,, talnpgrulbuls, picnic stash and pawI10IS, kind ntquishLlu; Open space p16elwJ311 and Diner 1.'n"at!nnal facilities end support fddllfres, such as resh,Inno and paiyIng.If the'Issuawi! of the Park Impmvemenl Ponds is appua'ed, the Park hoprv;nlnent Bonds shall be saroted by a pledge of and lien upon all of the recrlpls of a sp Idal ei15'w'ida !alos and use lax at the rate of one percent (1054) levied pursuant to the Local CDlornment Rond All (Ill and Use Tax") 'i 1"Ll FOR the isswn(e. o(Palh hnprovemen! Bonds in principal ar l not to exceed $26,405,000 3,M AGAINST the issuancr, of Park hrynsvenil Floods in principal arl not in exceed 5M,405,000 Question Six: Therels subrnifttJwthequallAednturtursolUltCityoffayeueville,Arkansrs, turfuestonoftheissuancc nl iaph;d rngIDr.1IIIrrll III IIIN III pun;ipal iunnunl nut lac tateed S3,1hI,OGOIIIn; 1lcoflarni': I)evrlJfriPW Projccr13"I'di'lpurt'I,iutInlhrlr.(�,I Gu','erulm'nl Gold Al f,o dtdilwd m QllostlmlOiolfill d)epurpc,!a c,( 61111(ho),11I1,1 a Irullbnli of the eu;tt of aulubt(On, design, cbmuu(t,ull and vquipphrg of li.sil :anlceusr se'rehg,„I,ent loJl:i -., ,Y) !dl rnny nidudo land B(quieiilun, silo du'm:Ioplllenl and InitJsquctllle to Oil In lit" r4rreiup;lsool, ICI nnoll or c•spsnsi:+n of til,um61cUulun, aodimi'm and induMal (aril!Ue!. reseiild,, Ice.!woin0ya ceralopril lhscllului,dMtihnlirnrenutil,c,ll folnvis, wulchuusr facilili!,Jolt fra!nhlg ltcloW. it (rgk:c l 1° (1.11 Kilid t):pnrdlr headqu!,rlcls filrlliileS if rile Iss;laflel! III IiI'! [toInnlll'• Ol!v'+ up:n; nl I'u;p'n Et tsri', IN appwvep, U'•: F,nnurni1. D I2alupnt}W Ilw],,rt (10116 shill It" Wito d by a Idcdgt nl LIMI Wit llpn0allr;lllu:ILVIIAho( spiainlolylvidv':.7lefdndlisblx)lllrerailtofnlir))I((IofI1.g0"S) ;•; tlal I'mr 0,1ul n: lIW 1 ,0 I i,:.vr;'uuru' I)Dud Not phe'Sell and Ole lax'I 3696 FOR the issuance of Lr•unonro: Bevulopnicnt I'll floods In principal amount not in exceed $3,170,000 216'7, AGAINST Ihei.stuannoofF'Hoorn" Development Project Bonds inprincipMismountno" tocxcr.C(i $3,170,000 Question Stven: Thule k still to the qualified electors of the (fly of Fayenewlle, Arkansas, (he quesllon of the issuance ul capital itnoruvemeul bonds in prncipaI arnoil nl not to exceed $3,170,000 (the "City Fa oil Ilie s Improve ment Bonds") pursuant to the Local Government Bond A0 (as defined in Question One) for the purpose of financing all or a portion of the costs of renovating and refurbishb;g certain City buildings and grounds, which may Include building envelope and root improvements, window replacement, insulation, lighting and kIVAC systern upgrades and certain renewable energy and energy efficiency projects. IF the Issuance of the ,fly Facilities Improvement Bonds is approved, the City Facilities improvement Bonds shall be secured by a pledge of and lien upon all of file receipts of a special (Ilywide sales and use tax at this late alone pexcill I LOD%) levied pursuant to the local Govembr eel Bond Act (the "Sales and Use lax'), 4157 FORthoissuanceWilyFadl!lleslmprovementBondsinprincipalamountnollouxceed$8,170,00c 1875 AGAINST the issuance of Clty Facilities Improvement Bonds in principal amount not to exceed $3,170,000 Question Elght: There is submitted to the qualified electors u( the City of Fayetteville, Arkansas (the "City'), the question o the issuance of capital improyemenl bonds in principal mnounl not to exceed $31.085,000Ithe "Arts Corri. dor Improvement Bonds') pursuant to the Local Govemment Blind Act (as defined to Question One) for the purpose of financing all or a portion of the costs of acquisition, design, construction and equipping of cerlair Cultural Arts Corridor Improvements, wfth'm or near an area bordered by Dickson Street oil div north, Scholl Avenue on the east, Pralri a Street on the south, and Gregg Aril to ilia wail and which may Include street sidowalk, boardwalk, troll, pedtslrian signal and control, l kycle faclities, cutting, gutlerhtg, drainage, light ingand landscaping improverriplaza,civic and performance space, art installalinns, overlooks, stream restoration, pavilions, structure and other Wirings, new and/or replacement parking facilities, and land are emerrenl scqufsitioo Prior to the removal or lass of twentyfive (2SI ormofe public parking spaces from the Wa bun Ar Is Center Paddrig Lot, 3Mla West Avenue Parking Lot, due to any development of or construction lit. such loll related to tire Cultural Arts Corridor, file City :must ensure file avallabilitY of sufficient net new public parking spaces to fully replace all public parking spaces to moved, lost or Likelyto lie removed or lostvritho list reatfit unefro inthe Via lion AM Center ParkingLot and nor planned to be promptly replaced be low. upor or above the to;rent parking area These replacement public parking spaces roust be within reasonabl( pmxilrury to nu' Walton Arts Center which would induce any public parking deck spaces M the City's Schoo Avrnut Packing Lot of on the currently privately owned land north of Dickson Sirm, west of West Avenue, east of the railroad traits and south of Wayelle or on any other parking lot of (ad111y In which of replacerlll parking spaces are withln one thousand ( I,U'd0) feet of theyyalton Arts Center's wart public on ranee If the issuance of the Arts Corridorlm'provemenl Bonds is approved, the Arts Corridor Improvement Bonds shall be secured bya pledge bland Ilen upon all of lht ioceiplsof a special ciiywidesales and use lax al the rase Orono pe10111(I.OV ) levied pnrsuanl to the Local Government Bond Act (the'"Sales and UseTax") i174 FOR the issuance of Arts Critical Improvement Bonds in principal amount nut to exceed $3116B5,001) 2715 AGAiNSTtheissuanceofAilsCnnirlorimprovementfcndsit)principalawounlriottoexceed $31,685,000 Question Nine: There is submitted to the qualified e!eclors of the City of Fayetteville, Arkansas, the question of the issuance c(capltal improvement bonds In principal amount nut to exceed $33,965,000 (tire "Police Facilities Improve- ment Ronds") Imrsuant to the local Govemment Bond Act las defined In Quoitloo One) for the purpose of (mancing all or a portion of the costs of certain police itallin design, construction and improvements, which may include land acgobl(ion, and the acquisnlon of police equipment If the Issuance of the Police Facilitie! Imprnvcril Bonds is approved, the Police Facilities Impovemem Ilands shall be serlued bya pledge of anc lienupunall of the receipts of a Special cilywidesulesand use tax atthe rate ofonepercent (100%)leviec pursuantlp the Local Government Bond Act (the"Safes and UseTax') 475111FOR the Issuance of Police Facilities Irnprovemenl Bonds in principal amounl not to exceed $36,965,000 1779 AGA114STIhtlssuaneeofPnlicefacifitiesImprovementBondsInPrincipalamountnottoexceed $36,955,000 Question Ten; There Is submnted to die qualified deoM of the City of Fuyelleville, Arkansas, the question u( she Issuance of capital improvement bands in principal amount not to exceed 515,840,000 (the'Hrefighting facililie! Improvement Bonds') pursuant to the Local Government Bond Act (as defined in Question One) for the put- ortio pase of financing all or a pn of (he costs of cer(aln fire station design and conslrucdon, which may Include land acquhilion, and Its acquisition of firefighting vehicles and equipment, If the Issuance of the Firefighting Facilities improvement Bonds is approved, the FrehghiingFacilities Improvement Bonds shal be secured by a pledge of and Ilan upon ail of the receipts it special citywide wills and use tax it Nn ra(eof one percent ll AO?u) levied pursuant to the Local Government Bond Act (the"Sales and UseTax" ). ON FOR the Issuance of Frefighting Facilities Improvement Bonds In principal amounl not so exceed 515,840,00D 1252 AGAINST the hsillofFirehgntingFadlltlesImprovement Bonds Inprincipal al lnot10 exceed $15,840,000 110hf, THERC 0111, I, 11nueld Jordan, Mayor or the Clly of Fapullr.•aille, by virtue of the auOlutit) vested in rile i;flasv, du lu!leby proclaim the following to bd the results of the Aprll9, 2019 Special Election. NOW, THEREFORE, I, Liuneid Jul Mayor of the City of Fayet(eville, do hereby notify all person, that the results of the election of the Fayetteville on (lit issuance by the City of Sales and Use Tax Refundlny bonds and Sales and Use Tax Capital Improvement bonds for Valium purposes; levying a replacement Specia Local Sales and Ilse lax at the rile crone percent I1,00%) fps the purposeu( retiring such bonds hest resuns as prodainstd by use Mayor shall be conclusive unless altacked in the Cimull Court of Washing on Coolly within thirty (10) days IN WITNESS WHEREOF, I have hernrmul.set my hand and caused the seal of my all to be affixec this 22 day of April 2019, First Data - POS ---------- TRANSACTION RECORD NW ARK NEWSPAPERS LLC 212 N EAST AVE FAYETTEVILLE, AR 72702 United States WWW. NWADG . COM PQF FA'r E] TD II 4 `urn i� cLt•:I>.1 orEr: TYPE: Purchase ACCT: Visa $ 1,173.90 USD CARDHOLDER NAME city of fayetteville CARD NUMBER #44###ik4#4j[#1969 DATE/TIME 29 Apr 19 12:42:54 REFERENCE # 001 02.38817 M AUTHOR. # 012783 TRANS, REF, L5004205 Approved - Thank You 100 Please retain this copy for your records, Cardholder will pay above amount to card issuer pursuant to cardholder agreement. Page 1 of 1 https:HaJobalgatewaye4,ftrstdata.com/vpos 4/29/2019 NORTHWESTAI L'i` A kS 11AMOC'MI AFFIDAVIT OF PUBLICATION I ('LlIlly Stu-,-S, do S()Ivlllllly swe n fluit I am the Accountin- Nd a lia 0 r o f I I C N o r I I i \vc s t r ka i i.sas D o m o c rt i - (3,,iz,2 tte. 1) e d '111"I published in \VlShillEtOn ('01-111ty quid (3C11LOIl C01.111t,". Arkansos, and oi'bona (-ldc cil-cl-11,11ion, that I'l-om illy. own personal knowledge and reference to the files of said pul.-)fication, the advertisement of: CITY OF FAYE'I'TEVILLE Proclamation of election Was inserted in the Regular Edition on: April 2, 2019 Attached Copy Publication Charges: $ $1173.90 Cathy S Subscribed and sworn to before me This - �� clay of f 2019. N---o-t--ary —Publi—c My Commission Expires: *`NOTE*'` Please do not pay from Affidavit. Invoice will be sent. PUDLIC ii, UID ICE: Cliff OV= FAYETTEVILLE, PrI1FtJ i'll56?s5 PROCLANilMON DECLi`,Ml,1rjx THE RLSMI'S CBO' ELs:c:YfON DFFICE OF ME MAYOR OF'fHE CITY OF FAYETTEVILLE, ARKANSAS TO TO'[ PEOPLE (IF T1,`E CITY OF FAYETTEVILLE, ARKANSAB, GREETINGS; VltHEREiIS, a Special Election was held on F,pril 9, 2019 regarding the vote to: Queldah One; 1 bete is suhmllttcl to the qualified electors of the City of Fayetteville,Arkansas, the queslfon of the issuance of refunding bonds in principal amount not to exceed $12,200,000 (the"Refundina Bonds") pursuanl tOTlfie 14,Chapter164,Subchapter3oftheArkansasCodeof1987Annotated(the"Iti lGovernmentBondAct") for Ile' pulpost of refunding the City's ouilwnding Sales and Use Tax Capital hnprovemen( Bonds, Series idol,, (li) Sales and Use Tax Capital Ingnnrement Bands, Series 2007, 111) Sales and Ilse 1az Ctpilaf Inc Innvru;odlioi,h.,`wji<iHv,1v,(iv!ti:dN,andI)inFaxC2pltulInrpluvenunll ltiSl2u13,I'M palS,drs. alai II:c Ta, I''apitsl ll,prrvauutn( IWrdt, SrdrF201.1(iallrrl'nMIV ire"Pilot Bonds ) If lht• Pduanu: pl din li'Tundi❑y Benlh it ;,plliv tell, the f:itlI ley Bonds shall (in sN:urtd by o plcdgv of and bah upo,l W oflite rut'ellI)Is nfospcalalcitywill'till•sanllu'•:'tax at the wit, of one oeicant (1.CO'A h'yicd pfllanard I) the LN Govemment Buu(I Act (he "Sales o.rd Use Tax"), 4309 FOR die issuance of Refunding Bonds In principal amount not to exceed $ I1,200,000 1734 AGAINST the: Issuance of IlelunJing Solids In principal arnounl not to ttrceed S12,200,DO0 Question Two; There is submintd to the qualified cltclo7s of the City of Fayetteville, Arkansas, the question of the issu• ante u(capilai hopluvemerr bonds iu principal amount not to ex':ecvl 573,975,000 (Itlu'Street IINVO ernent Bunds') pursuant to the Loral 6oveIsin'`nl Bond Act Ia1, 0oTire al In (it esIit, time I for the pulpose of IiII(in g all oI a p!ulion of iho co[I. td IWht-uFlvoyargue;dian, design, (omuucll:nl, [it,.Ilfk:cUan,1,:p1ir, e;nrla(lra7,sir,lrgMeningamllvrldt11 iI,t4llcotinI nl ccrt•lin City siruels, oritIc6l,ly clnII,reia(edslde :minc siilnal'nd mnunl, lughllnq, curb,ng, guniti ng, bicycle lhnr, lartl,npiay; dG,ivage and s"IeV Impiovemtots and roialed curb;ido ji,, 'stdan facilities sw.l, as bas pickup stiuto lewrid concrete waiting pads: if the issuance of Ihr We !I Unla::; ill Bonds v,;approved, the Scott Inn;i ovenle ill Bonds Owll be settled by a pledge of and hen upon all of The receipts of a special c rywfde sales and use tax at the rate of (Inc Follow ( 1.00qu) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax'), AW FOR the Issuance of Street lonfai ernent Bonds in principal amount no( to exceed $73,925,000 1567 AGAINST the issuance of Steel hapraver l Bonds in principal amoum not to exceed S73,925,000 Question Three; Mole is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the Issuance ofpqutililrgruvenleu(iiutdsu'rpuucip11lalauntnal(oes:urd56,Ii6S,Olih(Ilse halllugllOY"IlIt'ItlB:,nJ 1 pun+.,ani In the LIl (10-!nulloil howl iVa Taa di'fuo:d In Qtle'dnrfl Clllei. Tor Ilse lurq;lie„ of lit;'IsIlly :dl or It pilldun of Irv! tosis of de'Jgn, unulrurliul6leow,U110011, e,;li'n'Juo Iaml 1•11ulpplug of a•4ah, (ly bail Inlpu,v'l,mnit, rtllitl Inuy,lnllude rolalud pcJctuion s!nsal, Illllttilig, lan(brafiing, dndnage muf afely pupil;raw,:il•r,snd rfgln nl vs1y acgssial(un. II file ts,u'll& of ih, had Imprur,:rneul ('.u1uh li lKI'lraci IhrlelRintpn,'ir!lilt:;Hhonkl:ihallbas,ncnr,lflynpin*idandliennpnnatlolthe mcelpislin lie(rnl:err:xhh!':air,an(Ir:elaxal!ilral,:oflinepal[ml(id!lylr)ItvitdpulsnanitolieIoffalti velumrN Bond Act (the"Sales and Use lax') 307'I FOR the issuance oflillhnpravenlentBonds inpri16palamount not toexceed 56,065,C'00 2363 AGkllis f the issuance of hail Improvement Bonds in principal nnaounl not to exceed $6,865,004 Quesllon Four; mbnnttedli,tin:quad;ollei'r.lmsofthelllyufLpafuville,Ad;aus,'., diagrtt:unnuf111VuSuan(e ul tej,ilolmgno•nnI,.,W ViluhIsIII norinr:;cted`! `',21!I,hgllilh.e'Uonnijit •,t,v'sn!enl Biinils l puPd'-,11',! (i, IIn! l u(al (u'rPrmnew bond Ail ia: di -hied III r}neiliuH Ord for lhl!cII11 D .! J Ilnnonug .)ll rr it pnnlnn nl the lwasof IN! 11"sigo, w iluuclion raumsmiolas, fepll;. l.uuhl, vXIMIdno, rlllttg''enlenland equippingofcerlain Ih,illlagetvpipet eahL:hflu".inslwb:Iandard:dae1nt01d,:11thinoll lid Ivt ter quality features such as dclenluut nod n n'ubnil bimui :ind drB;nn rNDmtidti. Ii the' 1,vullte of h i f'lainage Inprovemenl Bonds Is ,grplovrd, tha' Uraluag,' 11u{uovnmont Builds 111.111 is seeutrd bit I)pledge of and Ilen upon all of (he receipts of a special citywide}ales and use lax at the salt atone percent (1.00AW levied pursuant Ill the Local 6pvemment Bond Act phe"Sales and Use Tas:") 45117 FOR the Issuance ofDrainageimprovement Bonds inpill ari tnottoexceed$ls,ad0,000 ?ST7. AGAINST theissuanceo(Drainage;mprnvenientBlindsinprincipalamountnottoexceed $1518401OCA1 Question rival Plte: is %ubuliurd u) she goallli vl rlecluf: of the Cliv nl fay,i!p!s'Ilie, All.amli. (Ile clw•uiun of Ille hs u :mil w kapll;,i hnpmv, lion bonds w pdhrJpsl arnou0utul IN, cUzer152G,dOS,90411ht• Rik hnpluvenivnl f';u)d.'1 prtl.11!Jn it.tilt! I,:fa! Gh7elm:x;cnt Bond All (a. d'.1 l Ili QIId3liull Clio for llu' ptlrpoi4 fit II. ndm.imgellw'iIptildoll it( III'! s,I!ncqui!hhel,dusign,Wnliml;uoa0tlogvipfnnllul[erl,tlllInginnaipa1L win olle;r part; :j';Iem impmvoilti,n„ tvhirh,may include olhiclic ADlils and lardllles, ph-'llo'llit and splash r ads Inri!,, talnpgrulbuls, picnic stash and pawI10IS, kind ntquishLlu; Open space p16elwJ311 and Diner 1.'n"at!nnal facilities end support fddllfres, such as resh,Inno and paiyIng.If the'Issuawi! of the Park Impmvemenl Ponds is appua'ed, the Park hoprv;nlnent Bonds shall be saroted by a pledge of and lien upon all of the recrlpls of a sp Idal ei15'w'ida !alos and use lax at the rate of one percent (1054) levied pursuant to the Local CDlornment Rond All (Ill and Use Tax") 'i 1"Ll FOR the isswn(e. o(Palh hnprovemen! Bonds in principal ar l not to exceed $26,405,000 3,M AGAINST the issuancr, of Park hrynsvenil Floods in principal arl not in exceed 5M,405,000 Question Six: Therels subrnifttJwthequallAednturtursolUltCityoffayeueville,Arkansrs, turfuestonoftheissuancc nl iaph;d rngIDr.1IIIrrll III IIIN III pun;ipal iunnunl nut lac tateed S3,1hI,OGOIIIn; 1lcoflarni': I)evrlJfriPW Projccr13"I'di'lpurt'I,iutInlhrlr.(�,I Gu','erulm'nl Gold Al f,o dtdilwd m QllostlmlOiolfill d)epurpc,!a c,( 61111(ho),11I1,1 a Irullbnli of the eu;tt of aulubt(On, design, cbmuu(t,ull and vquipphrg of li.sil :anlceusr se'rehg,„I,ent loJl:i -., ,Y) !dl rnny nidudo land B(quieiilun, silo du'm:Ioplllenl and InitJsquctllle to Oil In lit" r4rreiup;lsool, ICI nnoll or c•spsnsi:+n of til,um61cUulun, aodimi'm and induMal (aril!Ue!. reseiild,, Ice.!woin0ya ceralopril lhscllului,dMtihnlirnrenutil,c,ll folnvis, wulchuusr facilili!,Jolt fra!nhlg ltcloW. it (rgk:c l 1° (1.11 Kilid t):pnrdlr headqu!,rlcls filrlliileS if rile Iss;laflel! III IiI'! [toInnlll'• Ol!v'+ up:n; nl I'u;p'n Et tsri', IN appwvep, U'•: F,nnurni1. D I2alupnt}W Ilw],,rt (10116 shill It" Wito d by a Idcdgt nl LIMI Wit llpn0allr;lllu:ILVIIAho( spiainlolylvidv':.7lefdndlisblx)lllrerailtofnlir))I((IofI1.g0"S) ;•; tlal I'mr 0,1ul n: lIW 1 ,0 I i,:.vr;'uuru' I)Dud Not phe'Sell and Ole lax'I 3696 FOR the issuance of Lr•unonro: Bevulopnicnt I'll floods In principal amount not in exceed $3,170,000 216'7, AGAINST Ihei.stuannoofF'Hoorn" Development Project Bonds inprincipMismountno" tocxcr.C(i $3,170,000 Question Stven: Thule k still to the qualified electors of the (fly of Fayenewlle, Arkansas, (he quesllon of the issuance ul capital itnoruvemeul bonds in prncipaI arnoil nl not to exceed $3,170,000 (the "City Fa oil Ilie s Improve ment Bonds") pursuant to the Local Government Bond A0 (as defined in Question One) for the purpose of financing all or a portion of the costs of renovating and refurbishb;g certain City buildings and grounds, which may Include building envelope and root improvements, window replacement, insulation, lighting and kIVAC systern upgrades and certain renewable energy and energy efficiency projects. IF the Issuance of the ,fly Facilities Improvement Bonds is approved, the City Facilities improvement Bonds shall be secured by a pledge of and lien upon all of file receipts of a special (Ilywide sales and use tax at this late alone pexcill I LOD%) levied pursuant to the local Govembr eel Bond Act (the "Sales and Use lax'), 4157 FORthoissuanceWilyFadl!lleslmprovementBondsinprincipalamountnollouxceed$8,170,00c 1875 AGAINST the issuance of Clty Facilities Improvement Bonds in principal amount not to exceed $3,170,000 Question Elght: There is submitted to the qualified electors u( the City of Fayetteville, Arkansas (the "City'), the question o the issuance of capital improyemenl bonds in principal mnounl not to exceed $31.085,000Ithe "Arts Corri. dor Improvement Bonds') pursuant to the Local Govemment Blind Act (as defined to Question One) for the purpose of financing all or a portion of the costs of acquisition, design, construction and equipping of cerlair Cultural Arts Corridor Improvements, wfth'm or near an area bordered by Dickson Street oil div north, Scholl Avenue on the east, Pralri a Street on the south, and Gregg Aril to ilia wail and which may Include street sidowalk, boardwalk, troll, pedtslrian signal and control, l kycle faclities, cutting, gutlerhtg, drainage, light ingand landscaping improverriplaza,civic and performance space, art installalinns, overlooks, stream restoration, pavilions, structure and other Wirings, new and/or replacement parking facilities, and land are emerrenl scqufsitioo Prior to the removal or lass of twentyfive (2SI ormofe public parking spaces from the Wa bun Ar Is Center Paddrig Lot, 3Mla West Avenue Parking Lot, due to any development of or construction lit. such loll related to tire Cultural Arts Corridor, file City :must ensure file avallabilitY of sufficient net new public parking spaces to fully replace all public parking spaces to moved, lost or Likelyto lie removed or lostvritho list reatfit unefro inthe Via lion AM Center ParkingLot and nor planned to be promptly replaced be low. upor or above the to;rent parking area These replacement public parking spaces roust be within reasonabl( pmxilrury to nu' Walton Arts Center which would induce any public parking deck spaces M the City's Schoo Avrnut Packing Lot of on the currently privately owned land north of Dickson Sirm, west of West Avenue, east of the railroad traits and south of Wayelle or on any other parking lot of (ad111y In which of replacerlll parking spaces are withln one thousand ( I,U'd0) feet of theyyalton Arts Center's wart public on ranee If the issuance of the Arts Corridorlm'provemenl Bonds is approved, the Arts Corridor Improvement Bonds shall be secured bya pledge bland Ilen upon all of lht ioceiplsof a special ciiywidesales and use lax al the rase Orono pe10111(I.OV ) levied pnrsuanl to the Local Government Bond Act (the'"Sales and UseTax") i174 FOR the issuance of Arts Critical Improvement Bonds in principal amount nut to exceed $3116B5,001) 2715 AGAiNSTtheissuanceofAilsCnnirlorimprovementfcndsit)principalawounlriottoexceed $31,685,000 Question Nine: There is submitted to the qualified e!eclors of the City of Fayetteville, Arkansas, the question of the issuance c(capltal improvement bonds In principal amount nut to exceed $33,965,000 (tire "Police Facilities Improve- ment Ronds") Imrsuant to the local Govemment Bond Act las defined In Quoitloo One) for the purpose of (mancing all or a portion of the costs of certain police itallin design, construction and improvements, which may include land acgobl(ion, and the acquisnlon of police equipment If the Issuance of the Police Facilitie! Imprnvcril Bonds is approved, the Police Facilities Impovemem Ilands shall be serlued bya pledge of anc lienupunall of the receipts of a Special cilywidesulesand use tax atthe rate ofonepercent (100%)leviec pursuantlp the Local Government Bond Act (the"Safes and UseTax') 475111FOR the Issuance of Police Facilities Irnprovemenl Bonds in principal amounl not to exceed $36,965,000 1779 AGA114STIhtlssuaneeofPnlicefacifitiesImprovementBondsInPrincipalamountnottoexceed $36,955,000 Question Ten; There Is submnted to die qualified deoM of the City of Fuyelleville, Arkansas, the question u( she Issuance of capital improvement bands in principal amount not to exceed 515,840,000 (the'Hrefighting facililie! Improvement Bonds') pursuant to the Local Government Bond Act (as defined in Question One) for the put- ortio pase of financing all or a pn of (he costs of cer(aln fire station design and conslrucdon, which may Include land acquhilion, and Its acquisition of firefighting vehicles and equipment, If the Issuance of the Firefighting Facilities improvement Bonds is approved, the FrehghiingFacilities Improvement Bonds shal be secured by a pledge of and Ilan upon ail of the receipts it special citywide wills and use tax it Nn ra(eof one percent ll AO?u) levied pursuant to the Local Government Bond Act (the"Sales and UseTax" ). ON FOR the Issuance of Frefighting Facilities Improvement Bonds In principal amounl not so exceed 515,840,00D 1252 AGAINST the hsillofFirehgntingFadlltlesImprovement Bonds Inprincipal al lnot10 exceed $15,840,000 110hf, THERC 0111, I, 11nueld Jordan, Mayor or the Clly of Fapullr.•aille, by virtue of the auOlutit) vested in rile i;flasv, du lu!leby proclaim the following to bd the results of the Aprll9, 2019 Special Election. NOW, THEREFORE, I, Liuneid Jul Mayor of the City of Fayet(eville, do hereby notify all person, that the results of the election of the Fayetteville on (lit issuance by the City of Sales and Use Tax Refundlny bonds and Sales and Use Tax Capital Improvement bonds for Valium purposes; levying a replacement Specia Local Sales and Ilse lax at the rile crone percent I1,00%) fps the purposeu( retiring such bonds hest resuns as prodainstd by use Mayor shall be conclusive unless altacked in the Cimull Court of Washing on Coolly within thirty (10) days IN WITNESS WHEREOF, I have hernrmul.set my hand and caused the seal of my all to be affixec this 22 day of April 2019, First Data - POS ---------- TRANSACTION RECORD NW ARK NEWSPAPERS LLC 212 N EAST AVE FAYETTEVILLE, AR 72702 United States WWW. NWADG . COM PQF FA'r E] TD II 4 `urn i� cLt•:I>.1 orEr: TYPE: Purchase ACCT: Visa $ 1,173.90 USD CARDHOLDER NAME city of fayetteville CARD NUMBER #44###ik4#4j[#1969 DATE/TIME 29 Apr 19 12:42:54 REFERENCE # 001 02.38817 M AUTHOR. # 012783 TRANS, REF, L5004205 Approved - Thank You 100 Please retain this copy for your records, Cardholder will pay above amount to card issuer pursuant to cardholder agreement. Page 1 of 1 https:HaJobalgatewaye4,ftrstdata.com/vpos 4/29/2019 CERTIFICA211; 01' W'ASIIINGTON COI.,NI'Y 13OARD OF FLI CTION COMMISSIONERS ASCERTAINING AND DECLARING RFSUL-I'.S OFSPECIAL ELECTION HELD APRIL, 9, 2019 STATE, OP ARKANSAS ) ) COU?\ TY OF \\'ASFIINGTON ) WC, the duty commissioned and acting F.le.ciion Commissioners of R itshinpton County, Arkansas, do hereby certify that the following is a true and correct abstract ol'votes cast in the Special L.lection _held in the City of Fayetteville. Arkansas ('the "City"), on the 901 day of April, 2019. The results of the vote upon the questions submitted are as Follows SPECIAL ELECT -ION' ON CITY SALES AND USE TAX LEVY AND BOiN'I) ISSUANCE QUESTION ONE "there is subtni(ted to the qualified electors of tlic City of Fiyctteville, Arkansas, the question of the issuance of refunding bonds in principal amount not to exceed $t2,200,000 ((he "Refunding Bonds") pursuant to Title 14. Chapter 164, Subchapter ; of the Arkansas Code of 1987 Annotated (the "Local Government Bond Act") for the purpose of refunding. the. C'ity's outstanding (i) Sales and Use Tax Capital Improvement Bonds, Series 2006A. (ii) Sales and Usa Tax Capita) improvement Bonds. Series 200T (iii) Sales and Usc Tax Capital Improvement Bonds. Series 2009, (iv) Sales and Use Tax Capital improvement Bonds. Series 2013, and (v) Sales and Use Tax Capital Improvement Bonds, Series 2015 (Collectively. the "Prior Bonds"), Ville issuance of the Refunding Bonds is approved, the Refunding Bonds shall be. secured by a pledpe of;tad lien upon all of ille receipts of a special cityWide Stiles and u•ae tax at the rate of one percent 0.00°4,) levied pursuant to the Local Government Bond Act (the "Sales and Use lax"). FOR the issuance of Refunding Bonds in principal amount not to exceed S12200,000•.•.................................•.•.....•...•. .- ........ .... 4,309 AGA1NS"f the issuance. of Refunding Bonds in principal amount not to exceed $12,200,000....................... .............. ,................................... 1,734 QUESTION TWO There is submitted to the qualified electors of the City of Fayetteville, t\rkansas, the question of the issuance of capital improvement ponds in principal amount not to exceed $7 3.925,000 ('the "Street improvement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) for the purpose of financing Al or a portion of the costs of right-of-way acquisition. design, construction, reconstruction, repair, resurfacing, straightening and width modification of Certain City streets, which may include related sidewalk, traffic signal and control. lighting, curbing, puttering, bicycle lane, landscaping, drainage and safety improvements and related curhside pedestrian facilities such as bus pickup structures and concrete waiting pads. If the issuance of the Street improvement Bonds is approved. the Street improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax at the rate of one percent (1.00°i)) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"), FOR the issuance of Su•ect Improvement Bonds in principal amount not to exceed $73,925,000...—...................................................... ............. ,— 4,447 AGAINST the issuance of Street improvement Bonds in principal amount not to exceed$73,91;,000......................... ......................................... ..t, 87 QUESTION THR2I!:E There is submitted to the qualified clectois of the City of Iayetteviiie, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $6.865,000 (the "Trail Improvement Bonds") pursuant to the Local (iovertwieut Bind Act (as defined in Question One) for the purpose of financing all or a portion of the costs of design, construction, reconstruction, extension and equipping of certain City trail system improvements, which may include related pedestrian signal, lighting, landscaping, drainage and safety improvements and right -of -sway acquisition. If the issuance of tile'I'rail improvement Bonds is approved, the Trail Improvement Bonds shrill be. secured by a pledge of and lien Upon all of the receipts of a special citywide sales and use tax at the fate of one oerccnt (1.000'o) Ievied puusaant to the Local Government Bond Act (the `Sales and Use TaN"). FOR the issuance of Trail Improvement Bonds in principal amount not to exceed $6,865,000........................... ...................................................3,371 AGAINST the issuance of Trail Improvement Bonds in principal amount not to exceed S6.865,000................. ,)j LSTION POUR There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $5.840,000 tthe "Drainage Improvement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) {br the purpose of financing all or a portion of the costs of the design, construction. reconstruction. repair, retrofit. extension. enlargement and equipping of certain drainage facilities, which may include land and casement acquisition and water quality foatures such as detention and retention basins and stream restoration. If the issuance of the Drainage Improvement Bonds is approved. the Drainage Improvement Bonds shall be secured by a pledge of and licit upon all of the receipts of a special citywide sales end use tax at the rate of one percent (1'00%) levied pursuant to the Local Government Bond Act (the. "Sales and Use Tax"), FOR the issuance of Drainage Improvement Bonds in principal amount not to exceed`ti15,840,000.................................................................. 4,517 AGAINST the issuance of Drainage Improvement Bonds in principal amount not to exceed$15.84M00............................. ......... .... ........... ............ I,517 OUIsSTION FIVE There is submitted to the qualified electors of the Cite of Fayetteville, Arkansas, the clucstion ol'the issuance of capital improvement bonds in principal amount not to exceed $26,405.000 (the `Park Improvement Bond,-,") pursuant to the Local Government Bond Act (as defined in Question One) for the pin -pose of financing all or a portion of the costs of acquisition, design. construction and equipping of certain regional park and other parks system improvements, which may include athletic fiends and facilities, playgrounds. pools and splash pads. trails, campgrounds, picnic areas and pavilions, land acquisition, open space preservation and other recreational facilities and support facilities, such as reshooms and parking, If the issuance of the Park Improvement Bonds is approved, the Park Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (I.0044,) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). FOR the issuance of Park lmprovcnneni Bonds in principal amount not to exceed S26,405,000..............................................................................4,134 AGAINST the issuance of Park Improvement Bonds in principal amount not to exceed$26,=405.000.............. ................................. ............. .......1,898 QUESTION ION SLX There is submitted to the qualified electors of the Cite of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $3.170MO1) (the "13a>nomic Development Project Bonds") pursuant to the Local Government Bond Act (as defined in Question Onel for the purpose of financing all or a portion of the costs of acquisition, design, construction and equipping of certain economic development projects, which play include land acquisition. site development and infrastructure useful in the development, retention or expansion of nnannfaeturing, production and industrial facilities, research, technology and dewelopucnt Facilities, distribution centers, call centers, Nwarchousc lacitities, job training facilities or regional or national corporate headquarters facilities. If the issuance of the Economic Development Project Bonds is approved, the Economic Development Project Ronds shall be secured by a pledge of rind lien upon all of the receipts of"I special city widt stiles and Ilsee tax at the rite ol'i>nc percent ( I.OM' )levied pursuant to the Local Government Bonn Act (the "Stiles and Lse Tnx"), FOR the issuance of Economic Development Project Bonds i❑ principal amount not to exceed$3:170,000............................................................. 3,696 AGAINST the issuance of 13cononnic Devclopnrent Project Bonds in principal amount not to exceed$3,170,000................................................... 2,167 UESTI0N Sly MIEN There is submitted to the qualified electors of the City of Fayetteville. Arkansas. the question of the issuance of capital improvement bonds in principal annount not to exceed $ 37170.000 (the "City Facilities improvement Bonds") pursuant to the Focal Government Bond Act (as defined in Question One) 1`01- the purpose of lin,uncin<<all or a portion of tlnc costs of renovating and refurbishing certain City buildings and grounds. which may inciudc building envelope and roof improvements, window replacement, insulation, liEhting and ITVAC system upgrades and certain renewable energy raid energy efficienev projects. If the issuance of rine City Facilities Improvement Bonds is approved. the City Facilities Improvement Bonds shall be secured by a pledge of and lien upon al of the - receipts of a special citywide sales and use tax at the vale of one percent (1.00°0) levied pursuant to the Locat Government Bond Act (the `'Sales and Ilse Tax"). FOR the issuance of Cite Facilities Improvement Bonds in principal amount not to exceed$3,170,000..................................... _.. ........................4,li7 AGAINS"1 tine issuance of City Facilities Improvement Bands in principal amount not to exceed $ 3.170,000.... .................... ...................................... 1,875 QUESTION hIGII'r Tww is suiwAnd w the tl Wit M electors of the City of Fayetteville, Arkansas (the "City"), the question of the issuance of capital improvement bonds in Principal amount not to exceed $31,05,000 (the. "Arts Corridor huprovement Bonds") pursuant to the Local Government Bind Act (as defined in Question One) for the purpose of financing A! or a portion of the costs of acquisition; design, conwmtion and equipping ecertain Cultural Arts Corridor improvements, within ornear an area bordered by Dickson Street on the north, School Avenue on the east, Prairie Sheet on the south, and Gregg Avenue on the west, and which may include street, Adowalk, boarchmalk, trail, pedestrian signal and control, bicycle facilities, Garbing, guttering, drainage, lighting and landscaping improvements, plaza, civic and performance space, art installations, overlooks, stream restoration, pavilimm snveturc and other buildin.,s, new andlor repiacemom parking facilities, and land and easement acquisition. Prior to the removal or loss ahwcntyOw (25) or more public pmldng spaces from the WMWn Arts Center Pwt kg Lot, all.'.ra MOM Avenue Parking Lot, due to any development of or construction on such lot related to the Cultural Ads Corridor, the City must amtme the avAbbiliV of sufficient net new public parking spaces to MY replace all public parking spaces removed, lost or likely to he removed or lost Millin the near future from the A> Aton Arts Center Parking Lot and not planned to be promptly replaced below, upon or above the current parking area. These replacement public parking Nmees must he Mthin reasonable proximity to Me Walton Am Center which would include any public parldrtg decl: spaces at the Cgjs School Avenue Parking Lot or on the curtundy privately o"ved land north ofDir.kson Street. west of Nest Avenue, east of'the railroad tracks and south of Lafayette or on any other parking lot or Neility in idich all replacement parking spaces are within one thousand (1100) feet eke Walton Arts Center's west public entrance. IF% issuance of the Ads Corridor improvement Bonds is approved, die Arts Corridor Improvement Bonds shill be secured by a pledge of and lien upon all ofthe receipts ea special citywide sales and use tax at the We of one percent H A0%) levied pursuant to the Local Government Bond An (the "Stales and INC Tax"). FOR the issuance oQns Corridor Improvement Bonds in principal a nownt not to exceed$.31J85.000....................................................................1174 AGAINST the issuance of Arts Corridor hnprovemeni Bonds in principal amount not to exceed S31485A01...........................................................2MS UESTION NINE There is submitted to the quulilied electors efhc City of Fayetteville, Arkansas, Me question of the issuance of capital improvement bonds in principal amount not to exceed $31965000 (the "Police Facilities fmproveanont Bonds") pursuant to the Local Government Bond .-fat (as defined in Question One) Per the purpose of financing all m a portion of the costs of certain police station design, construction and improvements, which may include land acquisition, and the acquisition of police equipment. II'do issuance of the Police Facilities h,mTmemt Bonds is approved, the. Police Facilities Improvement Bonds shall be sectored by a pledge of and lien upon all of the receipts of a special cityM& sales and use tax at the rite of one percent 0.00%0 levied pursuant to the Local Government Bond Act (the "Sales and Uso 'l ax" ), FUR the issuance of Poliee Facilities Improvement. Bonds in principal amount not to cacced h361ti5.000.................. ............................ ............................. 4,215 AGAINST the issuance of Police Facilities Improvement Bonds in principal ammo not to exceed$.36,965.000.................................... ............... 1,779 (LIES t 10>f'IEN There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal aunount not to exceed $15,840,000 (the "Firefighting Facilities Improvement Bonds") pursuant to the .Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of certain fire station design and construction, 4vhicll may include land acquisition; and the acquisition of Crefiohting vehicles and equipment, If thee issuance of the Firefighting Facilities Improvement Bonds is approved, the Firefighting facilities improvement Bonds shall be seenred by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent: (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). POR the issuance of Firefighting Facilities Improvement Bonds in principal amount not to exceed$15,840,000..............................................-.. 4,788 AGAINST the issuance of firefighting Facilities Improvement Fonds in principal a niount not to exceed$15,940,000............. .............. ........................ 1,252 We further certifv that the polls were open from 7:30 a,rn. turtil 7:30 p.m.; that only qualified electors of the City were permitted to vote ill said election; that flre duly appointed .judges and clocks made due returns of the votes cast; and that we canvassed the votes as required by larv. IN TESTIMONY WHEREOF. we hereunto set our hands this 191h day of April, 2019. COUNTY BOARD OF r.LECTION COMMISSIONERS FOP, WASIIINGTON COUNTY, AR KjLNSAS ri Ren6e Oelschlaeger Chairman r Bill Ackerman„ C,t)iTi1TI1— -Y —`er SS1Otlef Max Deitchler, Cotnlnissioiier CERTIFICA211; 01' W'ASIIINGTON COI.,NI'Y 13OARD OF FLI CTION COMMISSIONERS ASCERTAINING AND DECLARING RFSUL-I'.S OFSPECIAL ELECTION HELD APRIL, 9, 2019 STATE, OP ARKANSAS ) ) COU?\ TY OF \\'ASFIINGTON ) WC, the duty commissioned and acting F.le.ciion Commissioners of R itshinpton County, Arkansas, do hereby certify that the following is a true and correct abstract ol'votes cast in the Special L.lection _held in the City of Fayetteville. Arkansas ('the "City"), on the 901 day of April, 2019. The results of the vote upon the questions submitted are as Follows SPECIAL ELECT -ION' ON CITY SALES AND USE TAX LEVY AND BOiN'I) ISSUANCE QUESTION ONE "there is subtni(ted to the qualified electors of tlic City of Fiyctteville, Arkansas, the question of the issuance of refunding bonds in principal amount not to exceed $t2,200,000 ((he "Refunding Bonds") pursuant to Title 14. Chapter 164, Subchapter ; of the Arkansas Code of 1987 Annotated (the "Local Government Bond Act") for the purpose of refunding. the. C'ity's outstanding (i) Sales and Use Tax Capital Improvement Bonds, Series 2006A. (ii) Sales and Usa Tax Capita) improvement Bonds. Series 200T (iii) Sales and Usc Tax Capital Improvement Bonds. Series 2009, (iv) Sales and Use Tax Capital improvement Bonds. Series 2013, and (v) Sales and Use Tax Capital Improvement Bonds, Series 2015 (Collectively. the "Prior Bonds"), Ville issuance of the Refunding Bonds is approved, the Refunding Bonds shall be. secured by a pledpe of;tad lien upon all of ille receipts of a special cityWide Stiles and u•ae tax at the rate of one percent 0.00°4,) levied pursuant to the Local Government Bond Act (the "Sales and Use lax"). FOR the issuance of Refunding Bonds in principal amount not to exceed S12200,000•.•.................................•.•.....•...•. .- ........ .... 4,309 AGA1NS"f the issuance. of Refunding Bonds in principal amount not to exceed $12,200,000....................... .............. ,................................... 1,734 QUESTION TWO There is submitted to the qualified electors of the City of Fayetteville, t\rkansas, the question of the issuance of capital improvement ponds in principal amount not to exceed $7 3.925,000 ('the "Street improvement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) for the purpose of financing Al or a portion of the costs of right-of-way acquisition. design, construction, reconstruction, repair, resurfacing, straightening and width modification of Certain City streets, which may include related sidewalk, traffic signal and control. lighting, curbing, puttering, bicycle lane, landscaping, drainage and safety improvements and related curhside pedestrian facilities such as bus pickup structures and concrete waiting pads. If the issuance of the Street improvement Bonds is approved. the Street improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax at the rate of one percent (1.00°i)) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"), FOR the issuance of Su•ect Improvement Bonds in principal amount not to exceed $73,925,000...—...................................................... ............. ,— 4,447 AGAINST the issuance of Street improvement Bonds in principal amount not to exceed$73,91;,000......................... ......................................... ..t, 87 QUESTION THR2I!:E There is submitted to the qualified clectois of the City of Iayetteviiie, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $6.865,000 (the "Trail Improvement Bonds") pursuant to the Local (iovertwieut Bind Act (as defined in Question One) for the purpose of financing all or a portion of the costs of design, construction, reconstruction, extension and equipping of certain City trail system improvements, which may include related pedestrian signal, lighting, landscaping, drainage and safety improvements and right -of -sway acquisition. If the issuance of tile'I'rail improvement Bonds is approved, the Trail Improvement Bonds shrill be. secured by a pledge of and lien Upon all of the receipts of a special citywide sales and use tax at the fate of one oerccnt (1.000'o) Ievied puusaant to the Local Government Bond Act (the `Sales and Use TaN"). FOR the issuance of Trail Improvement Bonds in principal amount not to exceed $6,865,000........................... ...................................................3,371 AGAINST the issuance of Trail Improvement Bonds in principal amount not to exceed S6.865,000................. ,)j LSTION POUR There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $5.840,000 tthe "Drainage Improvement Bonds") pursuant to the Local Government Bond Act (as defined in Question One) {br the purpose of financing all or a portion of the costs of the design, construction. reconstruction. repair, retrofit. extension. enlargement and equipping of certain drainage facilities, which may include land and casement acquisition and water quality foatures such as detention and retention basins and stream restoration. If the issuance of the Drainage Improvement Bonds is approved. the Drainage Improvement Bonds shall be secured by a pledge of and licit upon all of the receipts of a special citywide sales end use tax at the rate of one percent (1'00%) levied pursuant to the Local Government Bond Act (the. "Sales and Use Tax"), FOR the issuance of Drainage Improvement Bonds in principal amount not to exceed`ti15,840,000.................................................................. 4,517 AGAINST the issuance of Drainage Improvement Bonds in principal amount not to exceed$15.84M00............................. ......... .... ........... ............ I,517 OUIsSTION FIVE There is submitted to the qualified electors of the Cite of Fayetteville, Arkansas, the clucstion ol'the issuance of capital improvement bonds in principal amount not to exceed $26,405.000 (the `Park Improvement Bond,-,") pursuant to the Local Government Bond Act (as defined in Question One) for the pin -pose of financing all or a portion of the costs of acquisition, design. construction and equipping of certain regional park and other parks system improvements, which may include athletic fiends and facilities, playgrounds. pools and splash pads. trails, campgrounds, picnic areas and pavilions, land acquisition, open space preservation and other recreational facilities and support facilities, such as reshooms and parking, If the issuance of the Park Improvement Bonds is approved, the Park Improvement Bonds shall be secured by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent (I.0044,) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). FOR the issuance of Park lmprovcnneni Bonds in principal amount not to exceed S26,405,000..............................................................................4,134 AGAINST the issuance of Park Improvement Bonds in principal amount not to exceed$26,=405.000.............. ................................. ............. .......1,898 QUESTION ION SLX There is submitted to the qualified electors of the Cite of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal amount not to exceed $3.170MO1) (the "13a>nomic Development Project Bonds") pursuant to the Local Government Bond Act (as defined in Question Onel for the purpose of financing all or a portion of the costs of acquisition, design, construction and equipping of certain economic development projects, which play include land acquisition. site development and infrastructure useful in the development, retention or expansion of nnannfaeturing, production and industrial facilities, research, technology and dewelopucnt Facilities, distribution centers, call centers, Nwarchousc lacitities, job training facilities or regional or national corporate headquarters facilities. If the issuance of the Economic Development Project Bonds is approved, the Economic Development Project Ronds shall be secured by a pledge of rind lien upon all of the receipts of"I special city widt stiles and Ilsee tax at the rite ol'i>nc percent ( I.OM' )levied pursuant to the Local Government Bonn Act (the "Stiles and Lse Tnx"), FOR the issuance of Economic Development Project Bonds i❑ principal amount not to exceed$3:170,000............................................................. 3,696 AGAINST the issuance of 13cononnic Devclopnrent Project Bonds in principal amount not to exceed$3,170,000................................................... 2,167 UESTI0N Sly MIEN There is submitted to the qualified electors of the City of Fayetteville. Arkansas. the question of the issuance of capital improvement bonds in principal annount not to exceed $ 37170.000 (the "City Facilities improvement Bonds") pursuant to the Focal Government Bond Act (as defined in Question One) 1`01- the purpose of lin,uncin<<all or a portion of tlnc costs of renovating and refurbishing certain City buildings and grounds. which may inciudc building envelope and roof improvements, window replacement, insulation, liEhting and ITVAC system upgrades and certain renewable energy raid energy efficienev projects. If the issuance of rine City Facilities Improvement Bonds is approved. the City Facilities Improvement Bonds shall be secured by a pledge of and lien upon al of the - receipts of a special citywide sales and use tax at the vale of one percent (1.00°0) levied pursuant to the Locat Government Bond Act (the `'Sales and Ilse Tax"). FOR the issuance of Cite Facilities Improvement Bonds in principal amount not to exceed$3,170,000..................................... _.. ........................4,li7 AGAINS"1 tine issuance of City Facilities Improvement Bands in principal amount not to exceed $ 3.170,000.... .................... ...................................... 1,875 QUESTION hIGII'r Tww is suiwAnd w the tl Wit M electors of the City of Fayetteville, Arkansas (the "City"), the question of the issuance of capital improvement bonds in Principal amount not to exceed $31,05,000 (the. "Arts Corridor huprovement Bonds") pursuant to the Local Government Bind Act (as defined in Question One) for the purpose of financing A! or a portion of the costs of acquisition; design, conwmtion and equipping ecertain Cultural Arts Corridor improvements, within ornear an area bordered by Dickson Street on the north, School Avenue on the east, Prairie Sheet on the south, and Gregg Avenue on the west, and which may include street, Adowalk, boarchmalk, trail, pedestrian signal and control, bicycle facilities, Garbing, guttering, drainage, lighting and landscaping improvements, plaza, civic and performance space, art installations, overlooks, stream restoration, pavilimm snveturc and other buildin.,s, new andlor repiacemom parking facilities, and land and easement acquisition. Prior to the removal or loss ahwcntyOw (25) or more public pmldng spaces from the WMWn Arts Center Pwt kg Lot, all.'.ra MOM Avenue Parking Lot, due to any development of or construction on such lot related to the Cultural Ads Corridor, the City must amtme the avAbbiliV of sufficient net new public parking spaces to MY replace all public parking spaces removed, lost or likely to he removed or lost Millin the near future from the A> Aton Arts Center Parking Lot and not planned to be promptly replaced below, upon or above the current parking area. These replacement public parking Nmees must he Mthin reasonable proximity to Me Walton Am Center which would include any public parldrtg decl: spaces at the Cgjs School Avenue Parking Lot or on the curtundy privately o"ved land north ofDir.kson Street. west of Nest Avenue, east of'the railroad tracks and south of Lafayette or on any other parking lot or Neility in idich all replacement parking spaces are within one thousand (1100) feet eke Walton Arts Center's west public entrance. IF% issuance of the Ads Corridor improvement Bonds is approved, die Arts Corridor Improvement Bonds shill be secured by a pledge of and lien upon all ofthe receipts ea special citywide sales and use tax at the We of one percent H A0%) levied pursuant to the Local Government Bond An (the "Stales and INC Tax"). FOR the issuance oQns Corridor Improvement Bonds in principal a nownt not to exceed$.31J85.000....................................................................1174 AGAINST the issuance of Arts Corridor hnprovemeni Bonds in principal amount not to exceed S31485A01...........................................................2MS UESTION NINE There is submitted to the quulilied electors efhc City of Fayetteville, Arkansas, Me question of the issuance of capital improvement bonds in principal amount not to exceed $31965000 (the "Police Facilities fmproveanont Bonds") pursuant to the Local Government Bond .-fat (as defined in Question One) Per the purpose of financing all m a portion of the costs of certain police station design, construction and improvements, which may include land acquisition, and the acquisition of police equipment. II'do issuance of the Police Facilities h,mTmemt Bonds is approved, the. Police Facilities Improvement Bonds shall be sectored by a pledge of and lien upon all of the receipts of a special cityM& sales and use tax at the rite of one percent 0.00%0 levied pursuant to the Local Government Bond Act (the "Sales and Uso 'l ax" ), FUR the issuance of Poliee Facilities Improvement. Bonds in principal amount not to cacced h361ti5.000.................. ............................ ............................. 4,215 AGAINST the issuance of Police Facilities Improvement Bonds in principal ammo not to exceed$.36,965.000.................................... ............... 1,779 (LIES t 10>f'IEN There is submitted to the qualified electors of the City of Fayetteville, Arkansas, the question of the issuance of capital improvement bonds in principal aunount not to exceed $15,840,000 (the "Firefighting Facilities Improvement Bonds") pursuant to the .Local Government Bond Act (as defined in Question One) for the purpose of financing all or a portion of the costs of certain fire station design and construction, 4vhicll may include land acquisition; and the acquisition of Crefiohting vehicles and equipment, If thee issuance of the Firefighting Facilities Improvement Bonds is approved, the Firefighting facilities improvement Bonds shall be seenred by a pledge of and lien upon all of the receipts of a special citywide sales and use tax at the rate of one percent: (1.00%) levied pursuant to the Local Government Bond Act (the "Sales and Use Tax"). POR the issuance of Firefighting Facilities Improvement Bonds in principal amount not to exceed$15,840,000..............................................-.. 4,788 AGAINST the issuance of firefighting Facilities Improvement Fonds in principal a niount not to exceed$15,940,000............. .............. ........................ 1,252 We further certifv that the polls were open from 7:30 a,rn. turtil 7:30 p.m.; that only qualified electors of the City were permitted to vote ill said election; that flre duly appointed .judges and clocks made due returns of the votes cast; and that we canvassed the votes as required by larv. IN TESTIMONY WHEREOF. we hereunto set our hands this 191h day of April, 2019. COUNTY BOARD OF r.LECTION COMMISSIONERS FOP, WASIIINGTON COUNTY, AR KjLNSAS ri Ren6e Oelschlaeger Chairman r Bill Ackerman„ C,t)iTi1TI1— -Y —`er SS1Otlef Max Deitchler, Cotnlnissioiier CLOSING CERTIFICATE AND REQUEST OF THE CITY The undersigned Mayor and City Cleric of the City of Fayetteville, Arkansas, a duly organized municipality and political subdivision of the State of Arkansas (the "City"), do hereby certify, represent, covenant and request as follows: 1. The undersigned are the duly elected, qualified, and acting Mayor and City Clerk of the City, and as such officials have in their possession or have access to the official books and corporate records of the City. This Certificate is executed and delivered in connection with the issuance of the City's $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"). 2. Attached hereto as Exhibit A is a true, complete, and correct copy of Ordinance No. 6563 (the "Bond Ordinance"), duly adopted by a majority of the City Council at a duly called regular meeting of the City Council, open to the public, held May 3, 2022. The Bond Ordinance authorizes the issuance, sale and delivery of the Series 2022 Bonds, and the Bond Ordinance is in full force and effect and has not been altered, amended or repealed as of the date hereof. No petition or petitions to refer the Bond Ordinance to the people under Amendment No. 7 to the Constitution of the State of Arkansas have been filed as of the date hereof, and the City Council has not referred the Bond Ordinance to the people for adoption or rejection. Attached hereto as Exhibit B is a true, complete and correct copy of the minutes of a meeting of the City Council held May 3, 2022, showing adoption of the Bond Ordinance, as said minutes appear in the official records of the City. At said meeting a quorum was present and acted throughout. Attached hereto as Exhibit C is a true, complete, and correct copy of a publisher's affidavit showing publication of the Bond Ordinance in the Northwest Arkansas edition of the Arkansas Democrat -Gazette on May 15, 2022. No authority or proceeding in connection with the issuance, sale and delivery of the Series 2022 Bonds has been repealed, revoked or rescinded. 3. The following described instruments, as executed and delivered by the Mayor and/or City Clerk, are in substantially the same form and text as the copies of such instruments which were before and approved by the City Council at the May 3, 2022 meeting referred to in paragraph 2 above, with such changes not inconsistent with the Bond Ordinance as have been approved by the officials executing the same. Document First Supplemental Trust Indenture Tax Compliance Agreement Continuing Disclosure Agreement Date Other Party or Parties As of June 1, 2022 Simmons Bank, as Trustee (the "Trustee") June 22, 2022 Trustee June 22, 2022 Simmons Bank, as dissemination agent (the "Dissemination 4877-7243-8051.2 Agent") Bond Purchase Agreement June 9, 2022 Stephens Inc. (the "Underwriter" Official Statement June 9, 2022 None The Trust Indenture, the Tax Compliance Agreement, the Continuing Disclosure Agreement, the Bond Purchase Agreement and the Official Statement are hereinafter collectively referred to as the "City Documents." 4. The persons named below were on the date or dates of the execution of the City Documents, and are on the date hereof, the duly qualified and acting incumbents of the offices of the City set opposite their respective names. The undersigned, or their successors in office, are the authorized representatives of the City for all purposes of the Bond Ordinance and the City Documents. Title Name Mayor Lioneld Jordan City Clerk Kara Paxton 5. The undersigned Mayor of the City did manually execute each of the City Documents and the undersigned City Clerk of the City did manually attest the First Supplemental Trust Indenture. The undersigned Mayor of the City did manually execute and the undersigned City Cleric did manually attest $74,340,000 aggregate principal amount of Sales and Use Tax Capital Improvement Bonds, Series 2022, said series of bonds being initially issued in the form of seven fully registered bonds numbered from R22-1 upwards, initially dated as of June 22, 2022 (the "Series 2022 Bonds"). 6. The City has duly authorized, executed and delivered the Series 2022 Bonds and each of the City Documents by all necessary action and, as of the date hereof, the Series 2022 Bonds and each of the City Documents are in full force and effect and each constitutes the valid, binding and enforceable obligation of the City, except to the extent their enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally, or by the availability of equitable remedies, and the City is entitled to the benefits of the same. 7. Any certificate signed by any official of the City (including this certificate) delivered to the Trustee or the Underwriter shall be deemed a representation and warranty by the City to the Trustee or the Underwriter as to the statements made therein (and herein). 8. The seal affixed to this certificate is the legally adopted, proper and only official seal of the City, and has been duly affixed to the Series 2022 Bonds, 9. The meeting of the City Council of the City referred to in paragraph 2 hereof was open to the public in compliance with the provisions of Section 25-19-106 of the Arkansas Code Annotated, as amended and supplemented. 2 4877-7243-8051.1 10. The present officials of the City and their respective terms are as follows: Name Office Term Expires Lioneld Jordan Mayor 12/31/24 Kit Williams City Attorney 12/31/22 Kara Paxton City Clerk 12/31/24 Sarah Bunch Council Member 12/31/24 Sonia Harvey Council Member 12/31/22 Holly Hertzberg Council Member 12/31/24 D'Andre Jones Council Member 12/31/24 Mark Kinion Council Member 12/31/22 Sloan Scroggin Council Member 12/31/22 Teresa Turk Council Member 12/31/22 Mike Wiederkehr Council Member 12/31/24 11. The Authorized Representative of the City for all purposes of the Trust Indenture dated as of August 1, 2019, as amended and supplemented by the First Supplemental Trust Indenture (as amended and supplemented, the "Trust Indenture"), is Lioneld Jordan, Mayor, whose signature appears on page 6. Until further written notice to you, any instrument authorized by the Trust Indenture to be signed by an Authorized Representative of the City is to be honored if it contains the manual signature of this individual. 12. The City has not and will not engage in any activity which might result in the income of the Series 2022 Bonds becoming taxable to it or any interest on the Series 2022 Bonds becoming taxable to the recipients thereof under the Federal income tax laws. This covenant is made to all owners of the Series 2022 Bonds, their successors and assigns, as a further inducement for the purchase of the Series 2022 Bonds. 13. All of the conditions, covenants and agreements required in the Trust Indenture to be satisfied or performed by the City at or prior to the issuance and sale of the Series 2022 Bonds have been complied with, satisfied or performed in the manner and with the effect contemplated in the Bond Purchase Agreement and the Trust Indenture. The representations and warranties of the City contained in the Bond Purchase Agreement and the Trust Indenture are true and correct in all material respects on and as of the date of this Certificate as if made on the date of this Certificate. 14. The information contained in the Official Statement relating to the City, its organization, properties, operations and financial condition, and the description of the Series 2022 Bonds, the Trust Indenture, Ordinance No. 6126 of the City adopted December 18, 2018 (the "Election Ordinance"), the Bond Ordinance, the one percent (1.00%) special city-wide sales and use tax (the "Sales and Use Tax") levied pursuant to the Election Ordinance and pledged pursuant to the Bond Ordinance, is true and correct in all material respects. To the best of the knowledge of the undersigned, as of its issue date, the Official Statement does not contain any untrue or incorrect statement of a material fact and does not omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading in any material respect. 4877-7243-8051.1 15, There are hereby delivered to the Trustee seven (7) typewritten Series 2022 Bonds in the aggregate principal amount of $74,340,000, to be registered in the name of Cede & Co. The Trustee is hereby requested to authenticate the Series 2022 Bonds and to receipt for the Series 2022 Bonds, and upon the order of the Underwriter on behalf of the City, deliver the Series 2022 Bonds to The Depository Trust Company, New York, New York, after authentication and upon payment therefor of $75,145,882.05. The Trustee is hereby directed to deposit the Series 2022 Bond proceeds as follows: (i) Deposit $29,753,980.47 into the Streets Project Account of the Project Fund established pursuant to the Trust Indenture; (ii) Deposit $4,611,107.56 into the Trails Project Account of the Project Fund established pursuant to the Trust Indenture; (iii) Deposit $8,283,433.07 into the Drainage Project Account of the Project Fund established pursuant to the Trust Indenture; (iv) Deposit $11,047,638.78 into the Parks Project Account of the Project Fund established pursuant to the Trust Indenture; (v) Deposit $2,713,976.20 into the City Facilities Project Account of the Project Fund established pursuant to the Trust Indenture; (vi) Deposit $12,727,756.58 into the Arts Corridor Project Account of the Project Fund established pursuant to the Trust Indenture; (vii) Deposit $5,866,989.39 into the Firefighting Facilities Project Account of the Project Fund established pursuant to the Trust Indenture; and (viii) Deposit the remaining balance in the amount of 141,000.00 into the Costs of Issuance Fund established pursuant to the Trust Indenture and immediately pay a portion of those Costs of Issuance with respect to the Series 2022 Bonds set forth in Exhibit D hereto. After all Costs of Issuance have been paid, and in any event not later than October 1, 2022, any remaining balance in the Costs of Issuance Fund shall be transferred to the Issuance Account of the Bond Fund. 16. The City is a city of the first class pursuant to Title 14, Subtitle 3, Chapter 43 of the Arkansas Code Annotated. The City is operating under the mayor -council form of government pursuant to Title 14. 17. The City has not adopted any by-laws or rules of procedure relating to the conduct of its City Council meetings. 18. There is no action, suit, proceeding, inquiry or investigation involving the City before or by any court or public board or body pending or, to the knowledge of the undersigned, threatened wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the City or the titles of its officials to their respective 4877-7243-8051.1 offices, (ii) enjoin or restrain the issuance, sale or delivery of any of the Series 2022 Bonds or the City Documents, the levy or collection of the Sales and Use Tax, or the pledge of the receipts thereof, or the accomplishment of the Projects (as defined in the Trust Indenture), (iii) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the Sales and Use Tax, (iv) in any way question or affect any authority for the issuance, authorization, execution, authentication, sale or delivery of the Series 2022 Bonds or the validity or enforceability of the Series 2022 Bonds, the City Documents, the Sales and Use Tax, the Election Ordinance, the Bond Ordinance, or the assignment by the City of any of the moneys, instruments or other rights pledged under the Trust Indenture, or (v) in any way question or affect the Official Statement or the transactions contemplated thereby, or any other agreement or instrument to which the City is a party and relating to the Series 2022 Bonds. 19. The City will apply a portion of the proceeds from the sale of the Bonds to finance capital improvements of a public nature, as provided in the Trust Indenture. The Sales and Use Tax authorized under the Act (as defined in the Trust Indenture) has been levied within the City pursuant to the Election Ordinance. Receipts of the Sales and Use Tax are not presently pledged or hypothecated in any manner or for any purpose other than for the payment of the Series 2022 Bonds and the City's outstanding Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A, as provided in the Trust Indenture. 20. In the City, the time for filing a referendum petition is fixed at 31 days after the publication of the measure upon which the referendum is sought. 21. The adoption of the Election Ordinance and the Bond Ordinance, the execution and delivery of the City Documents, the authorization, execution and delivery of the Series 2022 Bonds, and compliance with the provisions thereof under the circumstances contemplated thereby does not and will not in any material respect conflict with, or constitute on the part of the City a breach or default under, any agreement or other instrument to which the City is a party, or any existing law, administrative regulation, court order or consent decree to which the City is subj ect. 22. The City's employer tax identification number is 71-6018462, [REMAINDER OF PAGE INTENTIONALLY BLANK] 4877-7243-8051.1 23. Lioneld Jordan, Mayor, hereby certifies that the signature of Kara Paxton, City Clerk, affixed hereto is her true and correct signature, and Kara Paxton, City Clerk, hereby certifies that the signature of Lioneld Jordan, Mayor, affixed hereto is his true and correct signature. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of June 22, 2022. CITY OF )fAYETTEVILLE, ARKANSAS ordan, Mayor V By: Kara Paxton, City Cler Tre4--w er 6 4877-7243-8051.1 CLOSING CERTIFICATE AND REQUEST OF THE CITY The undersigned Mayor and City Cleric of the City of Fayetteville, Arkansas, a duly organized municipality and political subdivision of the State of Arkansas (the "City"), do hereby certify, represent, covenant and request as follows: 1. The undersigned are the duly elected, qualified, and acting Mayor and City Clerk of the City, and as such officials have in their possession or have access to the official books and corporate records of the City. This Certificate is executed and delivered in connection with the issuance of the City's $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"). 2. Attached hereto as Exhibit A is a true, complete, and correct copy of Ordinance No. 6563 (the "Bond Ordinance"), duly adopted by a majority of the City Council at a duly called regular meeting of the City Council, open to the public, held May 3, 2022. The Bond Ordinance authorizes the issuance, sale and delivery of the Series 2022 Bonds, and the Bond Ordinance is in full force and effect and has not been altered, amended or repealed as of the date hereof. No petition or petitions to refer the Bond Ordinance to the people under Amendment No. 7 to the Constitution of the State of Arkansas have been filed as of the date hereof, and the City Council has not referred the Bond Ordinance to the people for adoption or rejection. Attached hereto as Exhibit B is a true, complete and correct copy of the minutes of a meeting of the City Council held May 3, 2022, showing adoption of the Bond Ordinance, as said minutes appear in the official records of the City. At said meeting a quorum was present and acted throughout. Attached hereto as Exhibit C is a true, complete, and correct copy of a publisher's affidavit showing publication of the Bond Ordinance in the Northwest Arkansas edition of the Arkansas Democrat -Gazette on May 15, 2022. No authority or proceeding in connection with the issuance, sale and delivery of the Series 2022 Bonds has been repealed, revoked or rescinded. 3. The following described instruments, as executed and delivered by the Mayor and/or City Clerk, are in substantially the same form and text as the copies of such instruments which were before and approved by the City Council at the May 3, 2022 meeting referred to in paragraph 2 above, with such changes not inconsistent with the Bond Ordinance as have been approved by the officials executing the same. Document First Supplemental Trust Indenture Tax Compliance Agreement Continuing Disclosure Agreement Date Other Party or Parties As of June 1, 2022 Simmons Bank, as Trustee (the "Trustee") June 22, 2022 Trustee June 22, 2022 Simmons Bank, as dissemination agent (the "Dissemination 4877-7243-8051.2 Agent") Bond Purchase Agreement June 9, 2022 Stephens Inc. (the "Underwriter" Official Statement June 9, 2022 None The Trust Indenture, the Tax Compliance Agreement, the Continuing Disclosure Agreement, the Bond Purchase Agreement and the Official Statement are hereinafter collectively referred to as the "City Documents." 4. The persons named below were on the date or dates of the execution of the City Documents, and are on the date hereof, the duly qualified and acting incumbents of the offices of the City set opposite their respective names. The undersigned, or their successors in office, are the authorized representatives of the City for all purposes of the Bond Ordinance and the City Documents. Title Name Mayor Lioneld Jordan City Clerk Kara Paxton 5. The undersigned Mayor of the City did manually execute each of the City Documents and the undersigned City Clerk of the City did manually attest the First Supplemental Trust Indenture. The undersigned Mayor of the City did manually execute and the undersigned City Cleric did manually attest $74,340,000 aggregate principal amount of Sales and Use Tax Capital Improvement Bonds, Series 2022, said series of bonds being initially issued in the form of seven fully registered bonds numbered from R22-1 upwards, initially dated as of June 22, 2022 (the "Series 2022 Bonds"). 6. The City has duly authorized, executed and delivered the Series 2022 Bonds and each of the City Documents by all necessary action and, as of the date hereof, the Series 2022 Bonds and each of the City Documents are in full force and effect and each constitutes the valid, binding and enforceable obligation of the City, except to the extent their enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally, or by the availability of equitable remedies, and the City is entitled to the benefits of the same. 7. Any certificate signed by any official of the City (including this certificate) delivered to the Trustee or the Underwriter shall be deemed a representation and warranty by the City to the Trustee or the Underwriter as to the statements made therein (and herein). 8. The seal affixed to this certificate is the legally adopted, proper and only official seal of the City, and has been duly affixed to the Series 2022 Bonds, 9. The meeting of the City Council of the City referred to in paragraph 2 hereof was open to the public in compliance with the provisions of Section 25-19-106 of the Arkansas Code Annotated, as amended and supplemented. 2 4877-7243-8051.1 10. The present officials of the City and their respective terms are as follows: Name Office Term Expires Lioneld Jordan Mayor 12/31/24 Kit Williams City Attorney 12/31/22 Kara Paxton City Clerk 12/31/24 Sarah Bunch Council Member 12/31/24 Sonia Harvey Council Member 12/31/22 Holly Hertzberg Council Member 12/31/24 D'Andre Jones Council Member 12/31/24 Mark Kinion Council Member 12/31/22 Sloan Scroggin Council Member 12/31/22 Teresa Turk Council Member 12/31/22 Mike Wiederkehr Council Member 12/31/24 11. The Authorized Representative of the City for all purposes of the Trust Indenture dated as of August 1, 2019, as amended and supplemented by the First Supplemental Trust Indenture (as amended and supplemented, the "Trust Indenture"), is Lioneld Jordan, Mayor, whose signature appears on page 6. Until further written notice to you, any instrument authorized by the Trust Indenture to be signed by an Authorized Representative of the City is to be honored if it contains the manual signature of this individual. 12. The City has not and will not engage in any activity which might result in the income of the Series 2022 Bonds becoming taxable to it or any interest on the Series 2022 Bonds becoming taxable to the recipients thereof under the Federal income tax laws. This covenant is made to all owners of the Series 2022 Bonds, their successors and assigns, as a further inducement for the purchase of the Series 2022 Bonds. 13. All of the conditions, covenants and agreements required in the Trust Indenture to be satisfied or performed by the City at or prior to the issuance and sale of the Series 2022 Bonds have been complied with, satisfied or performed in the manner and with the effect contemplated in the Bond Purchase Agreement and the Trust Indenture. The representations and warranties of the City contained in the Bond Purchase Agreement and the Trust Indenture are true and correct in all material respects on and as of the date of this Certificate as if made on the date of this Certificate. 14. The information contained in the Official Statement relating to the City, its organization, properties, operations and financial condition, and the description of the Series 2022 Bonds, the Trust Indenture, Ordinance No. 6126 of the City adopted December 18, 2018 (the "Election Ordinance"), the Bond Ordinance, the one percent (1.00%) special city-wide sales and use tax (the "Sales and Use Tax") levied pursuant to the Election Ordinance and pledged pursuant to the Bond Ordinance, is true and correct in all material respects. To the best of the knowledge of the undersigned, as of its issue date, the Official Statement does not contain any untrue or incorrect statement of a material fact and does not omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading in any material respect. 4877-7243-8051.1 15, There are hereby delivered to the Trustee seven (7) typewritten Series 2022 Bonds in the aggregate principal amount of $74,340,000, to be registered in the name of Cede & Co. The Trustee is hereby requested to authenticate the Series 2022 Bonds and to receipt for the Series 2022 Bonds, and upon the order of the Underwriter on behalf of the City, deliver the Series 2022 Bonds to The Depository Trust Company, New York, New York, after authentication and upon payment therefor of $75,145,882.05. The Trustee is hereby directed to deposit the Series 2022 Bond proceeds as follows: (i) Deposit $29,753,980.47 into the Streets Project Account of the Project Fund established pursuant to the Trust Indenture; (ii) Deposit $4,611,107.56 into the Trails Project Account of the Project Fund established pursuant to the Trust Indenture; (iii) Deposit $8,283,433.07 into the Drainage Project Account of the Project Fund established pursuant to the Trust Indenture; (iv) Deposit $11,047,638.78 into the Parks Project Account of the Project Fund established pursuant to the Trust Indenture; (v) Deposit $2,713,976.20 into the City Facilities Project Account of the Project Fund established pursuant to the Trust Indenture; (vi) Deposit $12,727,756.58 into the Arts Corridor Project Account of the Project Fund established pursuant to the Trust Indenture; (vii) Deposit $5,866,989.39 into the Firefighting Facilities Project Account of the Project Fund established pursuant to the Trust Indenture; and (viii) Deposit the remaining balance in the amount of 141,000.00 into the Costs of Issuance Fund established pursuant to the Trust Indenture and immediately pay a portion of those Costs of Issuance with respect to the Series 2022 Bonds set forth in Exhibit D hereto. After all Costs of Issuance have been paid, and in any event not later than October 1, 2022, any remaining balance in the Costs of Issuance Fund shall be transferred to the Issuance Account of the Bond Fund. 16. The City is a city of the first class pursuant to Title 14, Subtitle 3, Chapter 43 of the Arkansas Code Annotated. The City is operating under the mayor -council form of government pursuant to Title 14. 17. The City has not adopted any by-laws or rules of procedure relating to the conduct of its City Council meetings. 18. There is no action, suit, proceeding, inquiry or investigation involving the City before or by any court or public board or body pending or, to the knowledge of the undersigned, threatened wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the City or the titles of its officials to their respective 4877-7243-8051.1 offices, (ii) enjoin or restrain the issuance, sale or delivery of any of the Series 2022 Bonds or the City Documents, the levy or collection of the Sales and Use Tax, or the pledge of the receipts thereof, or the accomplishment of the Projects (as defined in the Trust Indenture), (iii) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the Sales and Use Tax, (iv) in any way question or affect any authority for the issuance, authorization, execution, authentication, sale or delivery of the Series 2022 Bonds or the validity or enforceability of the Series 2022 Bonds, the City Documents, the Sales and Use Tax, the Election Ordinance, the Bond Ordinance, or the assignment by the City of any of the moneys, instruments or other rights pledged under the Trust Indenture, or (v) in any way question or affect the Official Statement or the transactions contemplated thereby, or any other agreement or instrument to which the City is a party and relating to the Series 2022 Bonds. 19. The City will apply a portion of the proceeds from the sale of the Bonds to finance capital improvements of a public nature, as provided in the Trust Indenture. The Sales and Use Tax authorized under the Act (as defined in the Trust Indenture) has been levied within the City pursuant to the Election Ordinance. Receipts of the Sales and Use Tax are not presently pledged or hypothecated in any manner or for any purpose other than for the payment of the Series 2022 Bonds and the City's outstanding Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A, as provided in the Trust Indenture. 20. In the City, the time for filing a referendum petition is fixed at 31 days after the publication of the measure upon which the referendum is sought. 21. The adoption of the Election Ordinance and the Bond Ordinance, the execution and delivery of the City Documents, the authorization, execution and delivery of the Series 2022 Bonds, and compliance with the provisions thereof under the circumstances contemplated thereby does not and will not in any material respect conflict with, or constitute on the part of the City a breach or default under, any agreement or other instrument to which the City is a party, or any existing law, administrative regulation, court order or consent decree to which the City is subj ect. 22. The City's employer tax identification number is 71-6018462, [REMAINDER OF PAGE INTENTIONALLY BLANK] 4877-7243-8051.1 23. Lioneld Jordan, Mayor, hereby certifies that the signature of Kara Paxton, City Clerk, affixed hereto is her true and correct signature, and Kara Paxton, City Clerk, hereby certifies that the signature of Lioneld Jordan, Mayor, affixed hereto is his true and correct signature. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of June 22, 2022. CITY OF )fAYETTEVILLE, ARKANSAS ordan, Mayor V By: Kara Paxton, City Cler Tre4--w er 6 4877-7243-8051.1 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Ordinance: 6563 File Number: 2022-0355 SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, SERIES 2022: AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY'S NOT TO EXCEED $74,340,000 SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, SERIES 2022, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN STREET, TRAIL, DRAINAGE, PARK, CITY FACILITIES, ARTS CORRIDOR AND FIREFIGHTING FACILITIES AND IMPROVEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2022 BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2022 BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2022 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AND PRESCRIBING OTHER MATTERS RELATING THERETO WHEREAS, the City Council of the City of Fayetteville, Arkansas (the "City") has previously determined that there is a need for a source of revenues to finance all or a portion of the costs of critical capital improvement projects, including (1) streets and related improvements (the "Streets Project"), (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) City facilities and related improvements (the "City Facilities Project"); (6) Arts Corridor and related improvements (the "Arts Corridor Project"); and (7) firefighting facilities and related improvements (the "Firefighting Facilities Project"); and WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas ("Amendment 62") and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the "Local Government Bond Act"), to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the Streets Page 1 Printed on 514122 Ordinance: 6563 Fife Number: 2022-0355 Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor 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 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 various questions regarding the issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements, including the Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Local Government Bond Act (the "Sales and Use Tax"); and WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City voting on each of the questions approved the issuance of capital improvement bonds in the principal amounts and for each of the specific purposes set forth on the ballot (and the corresponding levy of the Sales and Use Tax, and the pledge of the receipts thereof to the payment of the bonds); and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act, as approved by the qualified electors of the City, and as authorized by Ordinance No. 6194 of the City, adopted and approved on June 4, 2019, the City has previously issued (i) its $124,425,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds"), and (ii) it $3,170,000 Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B (the "Series 2019B Bonds"); and WHEREAS, the Series 2019B Bonds have been paid in full; and WHEREAS, as authorized under the provisions of Amendment 62 and the Local Government Bond Act and as approved by the qualified electors of the City, the City has now determined to issue and sell its Sales and Use Tax Capital Improvement Bonds, Series 2022, in the aggregate principal amount of not to exceed $74,340,000 (the "Series 2022 Bonds"), in order to provide funding for all or a portion of the costs of the Projects; and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2022 Bonds to Stephens Inc., Fayetteville, Arkansas (the "Underwriter"), pursuant to the terms of a Bond Purchase Agreement between the City and the Underwriter (the "Bond Purchase Agreement") in substantially the form presented to and before this meeting. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act, there is hereby authorized the issuance of bonds of the City to be designated as "Sales and Page 2 Printed on 514122 Ordinance: 6563 File Number. 2022-0355 Use Tax Capital Improvement and Refunding Bonds, Series 2022" (the "Series 2022 Bonds"). The Series 2022 Bonds shall be issued in the original aggregate principal amount of not to exceed Seventy -Four Million Three Hundred Forty Thousand Dollars ($74,340,000) and shall mature not later than November 1, 2035, in the principal amounts and bearing interest at the rates to be specified in the Bond Purchase Agreement. The average yield on the Series 2022 Bonds as a whole shall not exceed 4.500% per annum. Of the $74,340,000 maximum aggregate principal amount of Series 2022 Bonds hereby authorized, (i) not to exceed $29,490,000 shall be deemed to apply to the Streets Project (Question 2 on the ballot), (ii) not to exceed $4,570,000 shall be deemed to apply to the Trails Project (Question 3 on the ballot), (iii) not to exceed $8,210,000 shall be deemed to apply to the Drainage Project (Question 4 on the ballot), (iv) not to exceed $10,950,000 shal I be deemed to apply to the Parks Project (Question 5 on the ballot), (v) not to exceed $2,690,000 shall be deemed to apply to the City Facilities Project (Question 7 on the ballot), (vi) not to exceed $12,615,000 shall be deemed to apply to the Arts Corridor Project (Question 8 on the ballot), and (vii) not to exceed $5,815,000 shall be deemed to apply to the Firefighting Facilities Project (Question 10 on the ballot), and the proceeds of the Series 2022 Bonds shall be allocated accordingly. The proceeds of the Series 2022 Bonds will be utilized to finance all or a portion of the costs of the Projects described above, and to *pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2022 Bonds. The Series 2022 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 First Supplemental Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2022 Bonds in substantially the form thereof contained in the First Supplemental Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2022 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 2022 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 2022 Bonds in substantially the form contained in the First Supplemental Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2022 Bonds, their execution to constitute conclusive evidence of such approval. Section 2. In order to pay the principal of and interest on the Series 2022 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of an existing one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. Such pledge securing the Series 2022 Bonds shall be made on a parity basis with the existing pledge of such receipts in favor of the Series 2019A Bonds. The levy and collection of the Sales and Use Tax shall continue until such time as the Series 2019A Bonds and the Series 2022 Bonds are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture to redeem the Series 2019A Bonds and the Series 2022 Bonds in full. The City covenants and agrees that all receipts from the Sales and Use Tax Page 3 Printed on 514122 Ordinance: 6563 File Number., 2022-0355 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 (defined below). Section 3. To prescribe the terms and conditions upon which the Series 2022 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a First Supplemental Trust Indenture (the "First Supplemental Trust Indenture"), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the "Trustee"), and the City Clerk is hereby authorized and directed to execute and acknowledge the First Supplemental Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the First Supplemental Trust Indenture to be accepted, executed and acknowledged by the Trustee. The First Supplemental Trust Indenture supplements and amends a Trust Indenture dated as of August 1, 2019, by and between the City and the Trustee (the "Original indenture," and collectively with the First Supplemental Trust Indenture, the "Trust Indenture"). The First Supplemental Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of the Sales and Use Tax receipts and the terns of the Series 2022 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the First Supplemental Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the First Supplemental Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the First Supplemental Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 4. There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto, relating to the Series 2022 Bonds. The distribution of the Preliminary Official Statement is hereby approved. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the "Official Statement," and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons, the Mayor's execution to constitute conclusive evidence of such approval, (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) Section 5. In order to prescribe the terms and conditions upon which the Series 2022 Bonds are to be sold to the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Page 4 Printed on 514122 Ordinance: 6563 File Number: 2022-0355 Agreement on behalf of the City, to be dated as of the date of its execution (the "Bond Purchase Agreement"), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6. In order to provide for continuing disclosure of certain financial and operating information with respect to the Sales and Use Tax and the City in compliance with the provisions of Rule 15c2-12 of the U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the "Continuing Disclosure Agreement"), by and between the City and the Trustee, and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Trustee. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 7. The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the issuance, sale, execution and delivery of the Series 2022 Bonds and to effect the execution and delivery of the First Supplemental Trust Indenture, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement and a Tax Compliance Agreement relating to the tax exemption of interest on the Series 2022 Bonds, and to perform all of the obligations of the City under and pursuant thereto. The Mayor and the City Clerk are further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. Section 8. As previously provided in the Election Ordinance, Kutak Rock LLP, Little Rock, Arkansas, is hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series 2022 Bonds. Section 9. The provisions of this Ordinance are hereby declared to be severable, and if any section, phrase or provision shall for any reason be declared to be illegal or invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions of this Ordinance. Section 10. All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to Page 5 Printed on 514122 Ordinance: 6563 File Number 2022-0355 the extent of such conflict. PASSED and APPROVED on 5/3/2022 Approved: Aw -r' (2 Lioneld Jordan, Mayo Attest: FAYE �n�l''z- iLLt ; Kara Paxton, City Clerk Treasure i(,qT ONE � 9�C�� Page 6 Printed on 514122 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Ordinance: 6563 File Number: 2022-0355 SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, SERIES 2022: AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF THE CITY'S NOT TO EXCEED $74,340,000 SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, SERIES 2022, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN STREET, TRAIL, DRAINAGE, PARK, CITY FACILITIES, ARTS CORRIDOR AND FIREFIGHTING FACILITIES AND IMPROVEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE PURSUANT TO WHICH THE SERIES 2022 BONDS WILL BE ISSUED AND SECURED; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2022 BONDS WILL BE OFFERED; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2022 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; AND PRESCRIBING OTHER MATTERS RELATING THERETO WHEREAS, the City Council of the City of Fayetteville, Arkansas (the "City") has previously determined that there is a need for a source of revenues to finance all or a portion of the costs of critical capital improvement projects, including (1) streets and related improvements (the "Streets Project"), (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) City facilities and related improvements (the "City Facilities Project"); (6) Arts Corridor and related improvements (the "Arts Corridor Project"); and (7) firefighting facilities and related improvements (the "Firefighting Facilities Project"); and WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas ("Amendment 62") and Title 14, Chapter 164, Subchapter 3 of the Arkansas Code of 1987 Annotated (the "Local Government Bond Act"), to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the Streets Page 1 Printed on 514122 Ordinance: 6563 Fife Number: 2022-0355 Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor 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 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 various questions regarding the issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital improvement bonds for the purpose of financing all or a portion of the costs of the various capital improvements, including the Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Local Government Bond Act (the "Sales and Use Tax"); and WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City voting on each of the questions approved the issuance of capital improvement bonds in the principal amounts and for each of the specific purposes set forth on the ballot (and the corresponding levy of the Sales and Use Tax, and the pledge of the receipts thereof to the payment of the bonds); and WHEREAS, pursuant to Amendment 62 and the Local Government Bond Act, as approved by the qualified electors of the City, and as authorized by Ordinance No. 6194 of the City, adopted and approved on June 4, 2019, the City has previously issued (i) its $124,425,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds"), and (ii) it $3,170,000 Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B (the "Series 2019B Bonds"); and WHEREAS, the Series 2019B Bonds have been paid in full; and WHEREAS, as authorized under the provisions of Amendment 62 and the Local Government Bond Act and as approved by the qualified electors of the City, the City has now determined to issue and sell its Sales and Use Tax Capital Improvement Bonds, Series 2022, in the aggregate principal amount of not to exceed $74,340,000 (the "Series 2022 Bonds"), in order to provide funding for all or a portion of the costs of the Projects; and WHEREAS, as authorized by the provisions of the Election Ordinance, the City has previously made arrangements for the sale of the Series 2022 Bonds to Stephens Inc., Fayetteville, Arkansas (the "Underwriter"), pursuant to the terms of a Bond Purchase Agreement between the City and the Underwriter (the "Bond Purchase Agreement") in substantially the form presented to and before this meeting. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 to the Constitution of the State of Arkansas and the Local Government Bond Act, there is hereby authorized the issuance of bonds of the City to be designated as "Sales and Page 2 Printed on 514122 Ordinance: 6563 File Number. 2022-0355 Use Tax Capital Improvement and Refunding Bonds, Series 2022" (the "Series 2022 Bonds"). The Series 2022 Bonds shall be issued in the original aggregate principal amount of not to exceed Seventy -Four Million Three Hundred Forty Thousand Dollars ($74,340,000) and shall mature not later than November 1, 2035, in the principal amounts and bearing interest at the rates to be specified in the Bond Purchase Agreement. The average yield on the Series 2022 Bonds as a whole shall not exceed 4.500% per annum. Of the $74,340,000 maximum aggregate principal amount of Series 2022 Bonds hereby authorized, (i) not to exceed $29,490,000 shall be deemed to apply to the Streets Project (Question 2 on the ballot), (ii) not to exceed $4,570,000 shall be deemed to apply to the Trails Project (Question 3 on the ballot), (iii) not to exceed $8,210,000 shall be deemed to apply to the Drainage Project (Question 4 on the ballot), (iv) not to exceed $10,950,000 shal I be deemed to apply to the Parks Project (Question 5 on the ballot), (v) not to exceed $2,690,000 shall be deemed to apply to the City Facilities Project (Question 7 on the ballot), (vi) not to exceed $12,615,000 shall be deemed to apply to the Arts Corridor Project (Question 8 on the ballot), and (vii) not to exceed $5,815,000 shall be deemed to apply to the Firefighting Facilities Project (Question 10 on the ballot), and the proceeds of the Series 2022 Bonds shall be allocated accordingly. The proceeds of the Series 2022 Bonds will be utilized to finance all or a portion of the costs of the Projects described above, and to *pay printing, underwriting, legal and other expenses incidental to the issuance of the Series 2022 Bonds. The Series 2022 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 First Supplemental Trust Indenture submitted to this meeting. The Mayor is hereby authorized and directed to execute and deliver the Series 2022 Bonds in substantially the form thereof contained in the First Supplemental Trust Indenture submitted to this meeting, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2022 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 2022 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 2022 Bonds in substantially the form contained in the First Supplemental Trust Indenture submitted to this meeting, with such changes as shall be approved by such persons executing the Series 2022 Bonds, their execution to constitute conclusive evidence of such approval. Section 2. In order to pay the principal of and interest on the Series 2022 Bonds as they mature or are called for redemption prior to maturity, there is hereby pledged all of the receipts of an existing one percent (1.00%) Sales and Use Tax levied by the Election Ordinance. Such pledge securing the Series 2022 Bonds shall be made on a parity basis with the existing pledge of such receipts in favor of the Series 2019A Bonds. The levy and collection of the Sales and Use Tax shall continue until such time as the Series 2019A Bonds and the Series 2022 Bonds are no longer outstanding or sufficient funds are on deposit with the Trustee under the Trust Indenture to redeem the Series 2019A Bonds and the Series 2022 Bonds in full. The City covenants and agrees that all receipts from the Sales and Use Tax Page 3 Printed on 514122 Ordinance: 6563 File Number., 2022-0355 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 (defined below). Section 3. To prescribe the terms and conditions upon which the Series 2022 Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a First Supplemental Trust Indenture (the "First Supplemental Trust Indenture"), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the "Trustee"), and the City Clerk is hereby authorized and directed to execute and acknowledge the First Supplemental Trust Indenture and to affix the seal of the City thereto, and the Mayor and the City Clerk are hereby authorized and directed to cause the First Supplemental Trust Indenture to be accepted, executed and acknowledged by the Trustee. The First Supplemental Trust Indenture supplements and amends a Trust Indenture dated as of August 1, 2019, by and between the City and the Trustee (the "Original indenture," and collectively with the First Supplemental Trust Indenture, the "Trust Indenture"). The First Supplemental Trust Indenture is hereby approved in substantially the form submitted to this meeting, including, without limitation, the provisions thereof pertaining to the pledge of the Sales and Use Tax receipts and the terns of the Series 2022 Bonds. The Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the First Supplemental Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the First Supplemental Trust Indenture, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the First Supplemental Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 4. There is hereby authorized and approved a Preliminary Official Statement of the City, including the cover page and appendices attached thereto, relating to the Series 2022 Bonds. The distribution of the Preliminary Official Statement is hereby approved. The Preliminary Official Statement, as amended to conform to the terms of the Bond Purchase Agreement, including Exhibit A thereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the "Official Statement," and the Mayor is hereby authorized to execute the Official Statement for and on behalf of the City. The Official Statement is hereby approved in substantially the form of the Preliminary Official Statement submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Official Statement in substantially the form of the Preliminary Official Statement submitted to this meeting, with such changes as shall be approved by such persons, the Mayor's execution to constitute conclusive evidence of such approval, (Advice is given that a copy of the Preliminary Official Statement is on file with the City Clerk and is available for inspection by any interested person.) Section 5. In order to prescribe the terms and conditions upon which the Series 2022 Bonds are to be sold to the Underwriter, the Mayor is hereby authorized and directed to execute a Bond Purchase Page 4 Printed on 514122 Ordinance: 6563 File Number: 2022-0355 Agreement on behalf of the City, to be dated as of the date of its execution (the "Bond Purchase Agreement"), by and between the City and the Underwriter, and the Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriter and Bond Counsel in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Bond Purchase Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 6. In order to provide for continuing disclosure of certain financial and operating information with respect to the Sales and Use Tax and the City in compliance with the provisions of Rule 15c2-12 of the U. S. Securities and Exchange Commission, the Mayor is hereby authorized and directed to execute a Continuing Disclosure Agreement to be dated as of the date of its execution (the "Continuing Disclosure Agreement"), by and between the City and the Trustee, and the Mayor is hereby authorized and directed to cause the Continuing Disclosure Agreement to be executed by the Trustee. The Continuing Disclosure Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Underwriter and Bond Counsel in order to complete the Continuing Disclosure Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the Continuing Disclosure Agreement, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Continuing Disclosure Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 7. The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the issuance, sale, execution and delivery of the Series 2022 Bonds and to effect the execution and delivery of the First Supplemental Trust Indenture, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement and a Tax Compliance Agreement relating to the tax exemption of interest on the Series 2022 Bonds, and to perform all of the obligations of the City under and pursuant thereto. The Mayor and the City Clerk are further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. Section 8. As previously provided in the Election Ordinance, Kutak Rock LLP, Little Rock, Arkansas, is hereby confirmed as Bond Counsel on behalf of the City in connection with the issuance and sale of the Series 2022 Bonds. Section 9. The provisions of this Ordinance are hereby declared to be severable, and if any section, phrase or provision shall for any reason be declared to be illegal or invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions of this Ordinance. Section 10. All ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to Page 5 Printed on 514122 Ordinance: 6563 File Number 2022-0355 the extent of such conflict. PASSED and APPROVED on 5/3/2022 Approved: Aw -r' (2 Lioneld Jordan, Mayo Attest: FAYE �n�l''z- iLLt ; Kara Paxton, City Clerk Treasure i(,qT ONE � 9�C�� Page 6 Printed on 514122 Council Member Sonia Harvey Ward 1 Position 1 Council Member D'Andre Jones Ward I Position 2 Council Member Mark Kinion Ward 2 Position i Council Member Mike Wiederkehr Ward 2 Position 2 Mayor Lioneld Jordan City Attorney Kit Williams City Clerk Treasurer Kara Paxton City of Fayetteville Arkansas City Council Meeting May 3, 2022 City Council Meeting Minutes May 3, 2022 Page I of 18 Council Member Sloan Scroggin Ward 3 Position 1 Council Member Sarah Bunch Ward 3 Position 2 Council Member Teresa Turk Ward 4 Position 1 Council Member Holly Hertzberg Ward 4 Position 2 A meeting of the Fayetteville City Council was held on May 3, 2022 at 5:30 p.m. in Room 219 of the City Administration Building located at 113 West Mountain Street, Fayetteville, Arkansas. Vice Mayor Bunch called the meeting to order. The Rules of Order and Procedure of the Fayetteville City Council authorizes City Council Members to attend, speak and vote during City Council meetings by electronic means without being physically present. Council Members D'Andre Jones, Sonia Harvey and Teresa Turk joined the meeting via online using a video conferencing service called Zoom. Vice Mayor Sarah Bunch, Council Members Mark Kinion, Mike Wiederkehr, Sloan Scroggin, Holly Hertzberg, City Attorney Kit Williams, City Clerk Treasurer Kara Paxton, Chief of Staff Susan Norton, Communications & Marketing Director Lisa Thurber, Chief Financial Officer Paul Becker, Police Chief Mike Reynolds, Fire Chief Brad Hardin and staff members from the IT Department were present in City Council Chambers. Mayor Lioneld Jordan was absent. Pledge of Allegiance Mayor's Announcements, Proclamations and Recognitions: Recognized civilians, Wes Wooten and Griffin Webb, who have demonstrated life-saving heroic service at a motor vehicle accident scene presented by Fire Chief Brad Hardin. 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www Fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 2 of 18 City Council Meeting Presentations, Reports, and Discussion Items: Monthly Financial Report presented by Paul Becker, Chief Financial Officer. Agenda Additions: Extension of City's Sewerage System to 4594 East Huntsville Road: A resolution to approve an extension of the City's sewerage system beyond the city limits to property located at or near 4594 East Huntsville Road. Council Member Harvey moved to add the resolution to the agenda. Council Member Kinion seconded the motion. Upon roll call the resolution passed unanimously. Council Member Harvey, spoke and disclosed that she has known Mr. Pressman for many years and that they previously worked together at the design school. She went on to explain that she had been working on this issue for over a year. Since Mr. and Mrs. Pressman plan to move outside of the city upon retirement they would like to have a city water line ran to their property outside of city limits. Council Member Harvey went on to explain that this couple should be treated differently since they have been long time residents and have a financial hardship. Vice Mayor Bunch: Sonia, has this been to the Water & Sewer Committee? Council Member Harvey: I think I was intending to bring it to the Water & Sewer Committee. Corey and I have been working on it since August of last year. I am not sure. Tim Nyander, Water & Sewer Utilities Director: No, this has not been to the Water & Sewer Committee just because it hadn't come to fruition until recently. I don't think it is a requirement at this point as long as the Council hears all the details right now. Council Member Harvey: Thanks Tim. Tim has been in the loop on this since August. The City has seen everything, and they say everything is possible. It is more of a are we going to grant them permission to connect or not and that is a decision on the Council. I do believe Mr. Pressman is available for questions but hopefully I can answer any questions you guys might have. Council Member Turk: Tim, how far out of town, from the city limits, is the property? Do we have a sewer line that is close by? Tim Nyander: There is a sewer main and a manhole that is adjacent to this property, which is also the city limits. The manhole is in the city limits and his property is just right next door. It is very close. The elevation is fine for service connection. The utility department does not have any problem with the connection. Council Member Turk: That is excellent to hear. It would just be a small extension from our existing operation. The cost would be completely born by Mr. Pressman. Is that correct? 113 Nest Mountain Fayetteville, AR 72701 (479) 575-8323 www Fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 3 of 18 Tim Nyander: There would not be any extension needed by the City because the manhole is there. The property owner would have to run the service line. Then we would provide him a tap into the public sewer system. Council Member Turk: I am just wondering about precedent. Have we had similar issues in the past where we have approved a very small extension of our service? Tim Nyander: Actually, we have gone both ways in years' past. We have allowed connections to those that are very close to the city limits and not congruent to the city limits. We have had those that were not approved by the Council. Council Member Kinion: If you look at the map, you can go from the South King Lane east and west. This makes a triangular area for this property that is ideal for this property to be annexed into the city. North of this property has extended. The location alone makes this sensible to allow it to be part of the city system. Council Member Harvey: We did have a conversation about annexation. It became a financial hardship situation for them. Council Member Kinion: That certainly sounds reasonable and I see the value in that. Council Member Turk moved to approve the resolution. Council Member Kinion seconded the motion. Upon roll call the resolution passed unanimously. Resolution 90-22 as recorded in the office of the City Clerk Consent: Approval of the April 5, 2022 and April 19, 2022 City Council Meeting Minutes. Hazmat Services Revenue: A resolution to approve a budget adjustment in the amount of $2,639.00 recognizing hazmat services revenue received from Washington County and increasing the related expense budget. Resolution 91-22 as recorded in the office of the City Clerk Recreational Trails Program Grant: A resolution to authorize acceptance of a recreational trails program grant in the amount of $75,000.00 for improvements to Kessler Mountain natural surface trails, to approve an agreement of understanding with the Arkansas Department of Transportation for the project, and to approve a budget adjustment. Resolution 92-22 as recorded in the office of the City Clerk 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 4 of 18 Jet Fuel and Avgas Purchase: A resolution to approve a budget adjustment in the amount of $1,040,690.00 for the purchase of additional loads of jet fuel and avgas due to increasing fuel sales and rising fuel costs. Resolution 93-22 as recorded in the office of the City Clerk RFP 22-03 Titan Lawn & Landscape, LLC: A resolution to award RFP 22-03 and authorize a one year contract with Titan Lawn & Landscape, LLC., for mowing services on an as -needed basis for the estimated base amount of $91,310.72 and any additional services to be billed at the hourly rates provided in the contract, with automatic renewals for up to four additional one-year terms. Resolution 94-22 as recorded in the office of the City Clerk Bid #20-58 King Electrical Contractors, Inc.: A resolution to approve a proposal from King Electrical Contractors, Inc. in the total amount of $62,991.00, pursuant to bid no. 20-58, electrical services associated with the addition of parking lot lighting at Walker Park, to approve a project contingency in the amount of $5,000.00, and to approve a budget adjustment. Resolution 95-22 as recorded in the office of the City Clerk Bid #22-31 Doggett Freightliner: A resolution to award bid #22-31 and authorize the purchase of a freightliner recycling truck from Doggett Freightliner of Springdale, AR in the total amount of $203,025.00 plus any applicable tax and shipping charges for use by the Recycling and Trash Collection Division. Resolution 96-22 as recorded in the office of the City Clerk Bid #22-26 Goodwin & Goodwin, Inc.: A resolution to award bid #22-26 and authorize a contract with Goodwin & Goodwin, Inc. in the amount of $603,630.00 for the replacement of water service lines in the Skyler Subdivision, and to approve a project contingency in the amount of $120,726.00. Resolution 97-22 as recorded in the office of the City Clerk Water Damage Claims: A resolution to approve a budget adjustment in the amount of $100,000.00 to cover water leak and sewer overflow damage claims that may occur in 2022. Resolution 98-22 as recorded in the office of the City Clerk Bid #22-30 W. Center Street & N. Harmon Avenue Intersection Project — 2019 Transportation Bond Project: A resolution to award bid #22-30 and authorize a contract with NEC., Inc. In the amount of $1,752,736.50 for construction of the West Center Street and North Harmon Avenue intersection project, to approve a project contingency in the amount of $175,000.00, and to approve a budget adjustment - 2019 Transportation Bond Project. 113 West Mountain Fayetteville: AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 5 of 18 Resolution 99-22 as recorded in the office of the City Clerk Project Safe Neighborhood Grant Award: A resolution to authorize acceptance of a project safe Neighborhood Grant Award in the amount of $28,765.00 for the Fourth Judicial District Drug Task Force, and to approve a budget adjustment. Resolution 100-22 as recorded in the office of the City Clerk Project Safe Neighborhood Grant Award: A resolution to authorize acceptance of a Project Safe Neighborhood Grant Award in the amount of $14,100.00 for the Fayetteville Police Department, and to approve a budget adjustment. Resolution 101-22 as recorded in the office of the City Clerk Council Member Scroggin moved to accept the Consent Agenda as read. Council Member Hertzberg seconded the motion. Upon roll call the motion passed unanimously. Unfinished Business: Raze And Removal Of Structures At 2141 N Green Acres Rd.: A resolution to order the razing and removal of a dilapidated and unsafe structure on property owned by Rose Mary Austin located at 2141 North Green Acres Road in the city of Fayetteville, Arkansas, and to approve a budget adjustment in the amount of $33,894.00. Billy Bryant, Senior Code Compliance Officer spoke about the agenda item and gave a current description of the property. Mr. Bryant went on to explain that the property had improved since the last meeting but explained there had been no work done to the house. Council Member Kinion: We did allow time for this; the weather has been cruddy. Can you tell me more specifically what offers have been extended? Billy Bryant: I do not know. Yolanda Fields, Community Resources Director: We did reach out to the property owner hoping she would want to communicate with us so we could provide some resources. I think she may have just not wanted to visit with folks from the City. So then I reached out to a colleague that would be able to provide resources and they have also made attempts to provide information to her. She would not return calls to them either. We have been unsuccessful in providing her any information or any resources. Council Member Scroggin: I know the city has rules about remodel or repairs is more than 50% of the value of a property that the entire structure has to be brought up to code. In your professional opinion, would this entire building need to be brought up to code if they were to start repairs? 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 6 of 18 Billy Bryant: Yes. H.C. Southern, Esq., Attorney for Ms. Austin, spoke about Ms. Austin and the fact that she has told him that no one has reached out to her. He went on to provide details of the property and the updates to building and garbage removal that have been made since the last meeting. Council Member Wiederkehr: Are you going to be the point person for city staff to contact regarding applications for housing assistance? H.C. Southern, Esq., Attorney for Ms. Austin: I had agreed at the last meeting that I would stay in contact. At this point in time I need to if people are trying to reach out to Rose and make offers, and she is not getting the call, or because of her hearing problems she is not hearing the phone ring. If they would contact me, I can make sure she gets the message and the appropriate steps are taken. Council Member Wiederkehr: We had heard originally that she was anticipating needing to reside outside of the City of Fayetteville. I am looking for someone to assume responsibility on her behalf to make application with the county, or other jurisdictions, for housing assistance. I don't want to come back in 30 days, 60 days and find out that no steps have been taken to secure appropriate reasonable housing on her behalf. I can see where this will fall through the cracks and we will be at the same point again unless someone is her point person. H.C. Southern, Esq., Attorney for Ms. Austin: Although, with the events that have taken place over the last year, I think whatever appropriate location we would find she would be amenable to. Council Member Scroggin: Do you have power of attorney? H.C. Southern, Esq., Attorney for Ms. Austin, explained one could be created if it was needed. Council Member Scroggin, spoke in favor of someone becoming Ms. Austin's power of attorney. Council Member Hertzberg: Does Ms. Austin have any resources right now to make any more improvements on the house? Or does she have any partners that could help her? H.C. Southern, Esq., Attorney for Ms. Austin: She has been using different resources that have been offered to her. Most of the cleanup has been done with a bobcat. The City Council received I public comment regarding this Resolution. Martha Haguewood, Real Estate Agent for Ms. Austin provided the public comment. Council Member Hertzberg: Have you had any offers on the property? 113 West Mountain Fayetteville: AR 72701 (4 19) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 7 of 18 Martha Haguewood: We have had one that was very low. We made a very reasonable counter. He chose not to come back and said he did not know what the cost would be for the raise and removal. Kara Paxton, City Clerk Treasurer, spoke and gave clarification regarding the additional information handouts that Ms. Haguewood had provided. She explained that the pictures had previously been forwarded to all the Council Members via email. Council Member Kinion: Kit, is there any way we could offer an extension with a plan and milestone that have to be reached in order to delay the condemnation? Or does it have to be give a date and that is it and then we have to review it again? Kit Williams, City Attorney: I really think you have to kind of choose the amount of time you want. You might say that it will be tabled again if they meet this milestone. You all are the ones that control tabling so you really can't delegate your power to a staff person to make the decision that they have done enough. You could let them know that you expect such and such by the time the next council meeting comes up. If it has then you would be in favor of extending it once they are showing progress, which they have shown some progress already. Council Member Kinion: I do feel like there is progress and there is a commitment to get help. I don't want to inhibit any possibility to move forward. Would either one of the speakers have any idea of a specific measurable that we could look forward to that could be done in 30 days? Martha Haguewood: Weather permitting, we can continue with the cleaning of the property. Before we could really address anything in the house, we felt we needed to get the property cleared up so people could get in there. I think at bare minimum we would need 60 days because we are going to get some things done in order to get workman in. We can close the sides up right now but if we close the sides up then we will have to tear it back off in order to do the electrical work. Council Member Turk: Have you physically tarped the sides so no rain will get in? Martha Haguewood: We can do that. Council Member Turk: Just a blue tarp, just something so that way there is a barrier there. That way you wouldn't have to rip something more permanent out. Martha Haguewood: We can potentially do that. People do that all the time for roof repair. Council Member Turk: The roof and the floor are in good shape, it is just the openings to the outside, is that correct? Are there other areas that are also open to the elements? Martha Haguewood: As far as I am aware. I have a picture of that. It is not in this packet. If you look at the very last picture, it was totally clear and open. She has really made great strides. We are diligently working, and we want to get the house where it is habitable until we can get it sold. 113 West Mountain Fayetteville AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 8 of 18 Council Member Turk, spoke and explained her suggestions to the other City Council Members regarding conditions. Her suggestions included to extend this agenda item for 60 days, Ms. Austin/representative stay in contact with city services, her attorney stay in contact to ensure she talks with someone at the City, completing the cleaning inside the house and the opening in the walls to the outside are immediately closed. Vice Mayor Bunch: Kit, is that what has been suggested? Kit Williams: That sounds pretty good. I think that when it is tabled you can say that, when it comes back to City Council, this is what you expect to have been accomplished at that point in time. I don't think you can put a condition on the table that if you don't do this then the tabling is over. Then staff would have to go out and look. They can't un-table something, only the City Council can do that. Those can be items that the City Council believes could be accomplished within the next tabling. When we say 60 days, we just need to say the first City Council meeting in two months because it is not going to be exactly 60 days, unless y'all want to have a special city council meeting. Apart from that, I think those conditions make a lot of sense, if that's what y'all want to do. Then you would come back to look at it again, obviously staff would be out there before that, to see if that has been accomplished. Vice Mayor Bunch: What would be our first Council meeting roughly 60 days from now? Kara Paxton, City Clerk Treasurer: It would be July P. Vice Mayor Bunch, addressed a question from Ms. Haguewood in the audience. She gave permission for Ms. Haguewood to handout additional pictures to the present City Council Members. Council Member Kinion: From my point of view, I think that tabling for 60 days is reasonable. If the appropriate progress has not been made, then it will not be tabled again. Vice Mayor Bunch: I would like to know that the attorney representing Ms. Austin, that he has the power of attorney that he can act on her behalf. I would like to know that you have been in contact with city services and possible county services as well. If the place sells, she is going to need a place to go to. Just to know that she is working on possibly moving out of the house and getting a better place for herself. I would really want to know that. Council Member Turk: I have another suggestion. If we could have an update in 30 days, if we table it for 60 but by 30 days, we have an update to ensure the house is tarped, so she is safer away from the elements. If her attorney is here and Ms. Haguewood says that will be done, then that might be good enough. It would be nice to know that things are progressing along. Vice Mayor Bunch: Kit, is that something we could ask for? Kit Williams: Staff can go around and take a look to see what they can see at least from the public right -a -way. If you table it for two months to July 5 h, it's really awkward to try to un-table it 113 West Mountain Fayetteville. AR 72701 (479) 575-8323 n vw fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 9 of 18 before then. I am not saying it is impossible to do that but we have not done that in the past but there is always something new under the sun. Council Member Kinion: I think we could ask for a courtesy request to have that in 30 days. They are working industriously so in 30 days they would give us the courtesy to give us an update. I think we can expect that. I do want table it until July 5th. It is the first step. I commend the volunteers for stepping in with compassion to help make this property sellable. Council Member Kinion, stated that he would give Ms. Austin's attorney additional time to speak. H.C. Southern, Esq., Attorney for Ms. Austin: Do you want something in writing or someone to appear to give you an update? Council Member Kinion: In writing. Vice Mayor Bunch, spoke in agreement with Council Member Kinion. Kara Paxton, City Clerk Treasurer, requested clarification regarding the motion. She wanted to clarify whether this motion included the conditions Council Member Turk provided earlier in the conversation. Council Member Kinion, spoke and clarified that the conditions Council Member Turk spoke about were not included in his motion. Council Member Turk: May I move to amend your motion? Kit Williams: The problem is that all of this is going to be what is occurring before the tabling finally ends. I think that in 60 days, or by July 51h, a lot of these things are going to be looked at. That is when it is going to be reviewed including anything that you said on this. It's not like the tabling is conditioned on that. Basically, it is tabled but you are expecting to see the results on July 5 h that this has been accomplished. Council Member Turk: I am just wondering if we need to make it clearer in writing or in some form about what we expect in 60 days. That is my only clarification. How would you suggest we do that Kit? Kit Williams: You are speaking right now to the applicant and the applicant's representatives, so they hear you. You want to be clear that they know what the City Council is suggesting it wants to see. That is enough, except I haven't heard a complete consensus on your part of the proposal. I think there is a limit to what you can do with a motion to table. You basically post pone action. That is what a motion to table does. You can say the City Council would like to see these results at the end of the tabling but that doesn't end the motion to table just because they don't do it. It just means that when they come back, they are must less likely to get it tabled again. 113 Nest Mountain Fayetteville. AR 72701 (479) 575-8323 imm fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 10 of 18 Vice Mayor Bunch: I feel very optimistic that if the applicant, or the people working with the applicant, have said they are going to what they are going to do. If it comes back in 60 days or if we ask for a courtesy update that they are actually going to do that. They have heard us, we have asked for it, they are nodding their heads yes, and I think they are going to do that. I feel comfortable with the motion that Mark has made. Council Member Kinion moved to table until the July 5, 2022 meeting and for staff and the H.C. Southern, Esq., the attorney for Ms. Austin to provide a courtesy update in 30 days in writing. Council Member Scroggin seconded the motion. Upon roll call the resolution passed 7-0 with Council Member Kinion, Wiederkehr, Scroggin, Turk Hertzberg, Harvey, and Vice Mayor Bunch voting yes. Council Member Jones was absent for roll call vote. Appeal Of. Adm-2022-001(509 W. Prairie St./Prairie Street Live): A resolution to grant the appeal of Council Members Sonia Harvey, D'Andre Jones, and Mark Kinion and approve an amendment to conditional use permit cup 19-6721 for Prairie Street Live located at 509 West Prairie Street. Vice Mayor Bunch, requested the City Attorney to explain why this item was on the agenda. Kit Williams, City Attorney: I think that everyone in this room and on zoom thought we had resolved this issue at the last meeting. It looked like you all had come to a consensus and I said that we have to amend the resolution since the conditions were blank. There was eventually an agreement for condition, not unanimous, but it passed 5 — 3. We all assumed wrongly that was it because we really had to have a second vote on the resolution as amended. Fortunately, the next day our City Clerk, Kara Paxton looked over the tape and minutes and found that we did not get that second vote done. We need to do that now and remained on the agenda as old business because it wasn't finished. To make sure we do everything correctly we need to have a motion to pass the amended resolution that was discussed in depth at our last meeting. Council Member Kinion moved to approve the resolution. Council Member Hertzberg seconded the motion. Upon roll call the resolution passed 5-2 with Council Member Kinion, Scroggin, Hertzberg, Harvey and Vice Mayor Bunch voting yes. Council Member Wiederkehr and Turk voting no. Council Member Jones was absent for vote. Council Member Scroggin, spoke about why he decided to change his vote since the last meeting. He felt that it was important to change his vote due to this item having to be carried over due to a procedural rule and wanted to ensure the City did not cause the applicant any undue hardship. Resolution 102-22 as recorded in the office of the City Clerk RZN-2022-012 (1893 & 1909 N. Stephen Carr Blvd./Eubanks): An ordinance to rezone that property described in rezoning Petition RZN 22-012 located at 1893 and 1909 North Stephen 113 West Mountain Fayetteville. AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 11 of 18 Carr Boulevard in Ward 2 for approximately 3.5 acres from R-A, Residential Agricultural to CS, Community Services. City Attorney Kit Williams read the ordinance. Jonathan Curth, Development Compliance Director gave a description of the property and explained that the property is very close to Hamestring Creek. He also explained the storm water issues regarding this property and the concerns that the applicant has had. Planning Commission forwarded this item to City Council unanimously. Staff also fully supports approval of this item. Seth Mimms, Applicant, read letters that he had received from the neighbors of the property that were in support of this rezoning. The City Council received I public comment regarding this ordinance. Vice Mayor Bunch: Jonathan, can you address those questions now? Jonathan Curth: I am not as familiar with the beaver dam concerns. As far as where the water flows, I think the information we shared at the previous meeting is just based on existing topography on this site. This is a zoning decision, we have not seen a development, we have not seen a site plan, and we've not seen a drainage study. Those are issues that we cannot say, with complete confidence, which way it will flow other than it is guaranteed to flow north or south of one of the tributaries to Hamestring. Chris Brown, Public Works Director: Alan Pugh can talk more about the beaver dam as he is more familiar with that detailed study. There is no question that issues and problems that Ms. Brown speaks of are issues. We recognize those and we've done the flood study. Unfortunately, we don't have a lot of good solutions there because of the highway and environmental issues. There are some solutions there, but they are not easy. I don't believe this proposed rezoning is relevant to Hamestring because there are separate drainage basins. Alan Pugh, City Engineer: That was a portion of the flood study that was mentioned for FTN. We knew that beaver dams locally may be causing issues for some of the residents there. At least in the larger storm events, that structure flooding has typically occurred based on our study, it did not matter if the beaver dams were there or not. Essentially there was so much water coming through there, floodplains are so large and there was such a small portion of that floodplain that it really didn't move the needle as space flood elevation goes. All those beaver dams were on property outside of drainage easements. I really struggle with the solution, working with the property owner and if they were to allow the City to deal with that it would become a very difficult prospect for us to go in there and remove the dams. Especially if there wasn't a large benefit in those larger storm events. We do understand that some of that standing water could be nuisance water and could be a concern but that was our position as far as the beaver dams go. Council Member Scroggin: First I would like to thank Ms. Brown for coming. Every time she speaks, she is very well spoken and researched. I appreciate that. On the Hamestring issues, I know these are a separate issue from this rezoning. I hear about Hamestring a lot and I am hoping 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 ,AwN fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 12 of 18 we can have some long-range plans to work on that creek. It has junk in it, there is some issues, and I know there are some issues with private property. Hopefully we can start making improvements there. Council Member Turk, spoke and agreed with Council Member Scroggin and echoed his concerns. Council Member Wiederkehr: Every interaction that I have had with Ms. Brown has been remarkable. We have to balance that and appreciate her compassion for her father. We have to balance that with the property interest rights. I don't see how we can hold the property in question hostage because of flooding in one part of town on a different parcel. No parcel in Fayetteville would be developed if we said all flooding had to be remediated. I feel compassion for the property interest rights. I am going to have to trust that because of the movement of the City of Fayetteville to increase our management of stormwater, that I am going to continue to see us exercise that type of management. I would be very open to this item continuing forward tonight. Council Member Harvey, spoke in support of the rezone and thanked the individual who provided public comment during the meeting. She also echoed and agreed with Council Member Wiederkehr and Council Member Scroggin. Council Member Kinion moved to suspend the rules and go to the third and final reading. Council Member Scroggin seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. Vice Mayor Bunch asked shall the ordinance pass. Upon roll call the ordinance passed unanimously. Ordinance 6562 as Recorded in the office of the City Clerk New Business: Sales and Use Tax Capital Improvement Bonds, Series 2022: An ordinance authorizing the issuance and sale of the city's not to exceed $74,340,000 Sales And Use Tax Capital Improvement Bonds, Series 2022, for the purpose of financing all or a portion of the costs of certain street, trail, drainage, park, city facilities, arts corridor and firefighting facilities and improvements; authorizing the execution and delivery of a first supplemental trust indenture pursuant to which the series 2022 bonds will be issued and secured; authorizing the execution and delivery of an official statement pursuant to which the series 2022 bonds will be offered; authorizing the execution and delivery of a bond purchase agreement providing for the sale of the series 2022 bonds; authorizing the execution and delivery of a continuing disclosure agreement; and prescribing other matters relating thereto. City Attorney Kit Williams read the ordinance. 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 mvw fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 13 of 18 Paul Becker, Chief Financial Officer: In 2018, we went to the voters and asked ten questions. Three of those questions were eliminated when we made the first bond issue. That was back in 2019. We financed the old bonds from 2006. We fully extended the bond issue for the police station and we fully executed the economic development bond. There are seven questions left here. This is the second phase of the issuance. We issued $127,500,000 in 2019. We are requesting $74,340,000 be extended at this point in time for those seven questions. This would still leave us $15,000,000 to be executed in the future. Roughly $10,000,000 of that would be for streets and $5,000,000 for parks would still be remaining. This authorizes the completion of the documents necessary to precede with the sale of the bonds. Council Member Weiderkehr brought up a point to me that I think I do need to discuss with everyone. He said I should touch a little bit on the security of these funds. Remember, these are revenue bonds, a special one penny sales approved by the voters to pay the debt service on these bonds. These bonds will be out there until 2032. That is roughly eleven years. The debt service payments, if we calculate them right now, is roughly sixty percent of what that one penny generated in 2022. We have plenty of security and I don't think our sales tax is going to decline 40%, if so, we would have to re -finance the bonds. I don't recommend us going out past ten years because by then we will have a new set of infrastructure costs to address. If sales tax continues at this same rate, we will pay these bonds off in roughly 6 years. I want to thank Council Member Wiederkehr for asking that question because I wanted to clarify the security of the bonds. I urge the Council to pass this ordinance tonight. There is a long lead time selling these bonds and there is a number of things we have to do. We have to complete all the documents, we have to get these rated, that will resolve in a lower interest payment if they are rated. I expect them to be rated high. We would sell these bonds in late June. In order for me to get this back to the Council for you to appropriate the funds raised by that to begin the project would be early July. We would like to get that started. Remember when you authorize the sales of these bonds, you are not appropriating anything. We can't send a thing until those projects come forward. I would like to introduce Dennis Hunt, he is our underwriter from Stephenson Associates, Gordon Wilbur with Kutak Rock and he is out bond counsel on this particular series. Council Member Scroggin moved to suspend the rules and go to the second reading. Council Member Kinion seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. Council Member Harvey moved to suspend the rules and go to the third and final reading. Council Member Scroggin seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. Council Member Harvey: I just want to recognize and thank Kutak Rock and Kit for your work on this. Finally, of course our taxpayers who are investing in the community. We really appreciate you because these are important things that we need as we grow and look to the future. 1 13 West Mountain Fayetteville, AR 72701 (179) 575-8323 vvvv✓w fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 14 of 18 Vice Mayor Bunch asked shall the ordinance pass. Upon roll call the ordinance passed unanimously. Ordinance 6563 as Recorded in the office of the City Clerk RZN-2022-0017 (3352 N. Hwy 112/112 Drive In): An ordinance to rezone that property described in rezoning petition RZN 22-017 located at 3352 North Highway 112 in Ward 2 for approximately 22.32 acres from C-2, Thoroughfare Commercial to UT, Urban Thoroughfare. City Attorney Kit Williams read the ordinance. Jonathan Curth, Development Compliance Director, spoke and gave a description of the property. He went on to explain the property is currently zoned C2, Thoroughfare Commercial and the applicant would like to rezone the northern 22 acres to UT, Urban Thoroughfare. Rezoning this property would allow residential development in the future. Jonathan also explained that staff supports the rezone to UT and the Planning Commission forwarded this item unanimously. Steve Brooks, Applicant spoke and agreed with the description that Jonathan provided. He went on to echo the same comments made by Jonathan. The City Council received 1 public comment regarding this Ordinance. Council Member Scroggin: Independent of the Drive Inn, I believe that UT is the best use here. The increased density would have access to the road. I think this gives the drive-in the best chance if we make this change. I hope they stick with their promise to build some form of drive-in. Vice Mayor Bunch: Jonathan, please remind us a little bit of what could go on the property under the current zoning. Jonathan Curth: It is very broad in its allowances, so it is hard to be specific. If you can imagine a non-residential, like a commercial development, it would be allowed in C2. It could be a small mom and pop Store, a Wal-Mart Supercenter, gas station, offices, church, or synagogue. Anything but housing or industrial uses like warehousing or manufacturing. Vice Mayor Bunch: Commercial uses but not housing? Jonathan Curth: It is very much one of our very conventional, what planners call Euclidian Zoning Districts, where the idea is, we need to separate uses because they are obnoxious next to each other like congestion of traffic. Council Member Turk: I think right now, the way it is being used, is appropriate. It is appropriate because of that huge flood plain that is right there as we have seen demonstrated. However, we have no guarantee that the drive-in will stay the way it is. I hope our standards are rigorous enough to ensure that whatever is put there that it is not going to impact downstream or new residents in that area. That is a very large area that is in the floodplain. 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 15 of 18 Council Member Harvey: In the current zoning of C2, the Drive Inn is allowed to exist without a conditional use permit? How is that working? Is it going to be allowed in Urban Thoroughfare? Are there going to be any additional hoops that they need to go through to continue to operate as a Drive Inn? Jonathan Curth: The C2 zoning district allows drive-in by right. It is classified as an outdoor commercial use on a large site. The UT zoning district allows it only as a conditional use. If Council was to rezone the property as requested the drive in could continue to operate indefinitely if they didn't cease for more than 6 months. The zoning on the other portion of the property is proposed to remain as C2 which could allow a drive inn on another portion of the property. Council Member Harvey: Essentially, the part that is not going to be rezoned could potentially allow them to maintain their drive-in status? Is there something about the percentage of the property that has to be ok for them to operate the drive inn or would all the property be okayed. Jonathan Curth: The drive inn today could continue to operate regardless of zoning if they maintain it in operation, whether it is UT or C2. If the applicant is proposing to redevelop the property, whether it is a different portion of it or not, if it is the C2 area it would be allowed by right. If it was in the UT area there would be a conditional use permit. Council Member Harvey, spoke and thanked Jonathan Curth for his additional explanation. Vice Mayor Bunch, spoke and expressed her hope that the drive inn will stay in operation no matter what the decision is on the rezoning. She also talked about the history, ownership, and future use of the land. She also expressed her support for this rezone. Council Member Kinion, spoke and echoed Vice Mayor Bunch's comments. He also went on to address the concerns he had regarding future buildings being constructed in the floodplain. He also expressed his support for the approval of this rezone. Council Member Scroggin: I hope we can move forward tonight. We have gotten a lot of comments about this in the last couple of weeks. Most of them are concerned about the drive inn and I believe this is the best way to have a future for this drive inn. Council Member Scroggin moved to suspend the rules and go to the second reading. Vice Mayor Bunch seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. Council Member Scroggin moved to suspend the rules and go to the third and final reading. Council Member Bunch seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 wmv Fayetteville-w gov City Council Meeting Minutes May 3, 2022 Page 16 of 18 Vice Mayor Bunch asked shall the ordinance pass. Upon roll call the ordinance passed unanimously. Ordinance 6564 as Recorded in the office of the City Clerk Amend Rules of Order and Procedure of the Fayetteville City Council: A resolution to amend a.7.e. Courtesy and Respect and a.d.(2) Public comments of The Rules of Order and Procedure of the Fayetteville City Council to better conform with recent first amendment court decisions. Kit Williams, City Attorney: I brought this forward, which is pretty rare. If there is an issue that I think is legal or constitutional that needs some consideration and hopefully fixing by the City Council, then that is when I would bring something to you. As far back as January, I felt there was some need to change some of the of procedure to try to keep up with the evolving law or the first amendment. It keeps changing and getting more and more strict all the time to make sure that government is not impeding someone's first amendment rights. The first part of the suggested change is to move a word that I really do like in our current rules of order and procedure which is people are not supposed to be rude to each other. I am all in favor of that, I don't like rudeness almost anywhere. Unfortunately, rude is too much of a general term to be able to pass the first amendment test by the Supreme Court or any court. So, we just need to remove rude and on the other hand we have some good words we can put in there in its place. They come mainly from a case that was decided this year by the 4th Circuit of Appeals who is considering the rules of order and procedure of another local government body and found that those rules were constitutional. Those rules allowed two major things. One of which we do already, which is you must stay on topic. When you have a limited public forum like we have, you just can't get up there and talk about the weather or the Razorbacks unless there is a resolution about them. The second thing is the rule that we need to move away from. I think we can use some of the same words that we have now and add a little bit that the 4th Circuit Court of Appeals decided. I wanted to change what we have now to all shall refrain from comments that are harassing, or amount to a personal attack against any identifiable individuals including abusive comments and derogatory remarks about the integrity or offer any other comments that are also not limited to the discussion of the specific agenda item being considered by the City Council. I think that particular requirement for comments is constitutional and I think it actually, in most ways, follows what we have right now. It just makes it where we are no longer using rude which is just too general of a word to maintain within our rules. This change also removes a sentence that was added in January that was kind of confusing. Even though we talked about it that night, and I tried to clarify that, then wrote a memo the next morning saying it doesn't give a department any kind of censorship, the only person to control that is the Mayor but I don't think we need that sentence either and I would like to remove that sentence too. Council Member Scroggin: I agree with the change. The definition of rude is very wide. Council Member Scroggin moved to approve the resolution. Council Member Jones seconded the motion. Upon roll call the resolution passed unanimously. Resolution 103-22 as recorded in the office of the City Clerk 1 13 West Mountain Fayetteville, AR 72701 (479) 575-8323 www Fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 17 of 18 Resolution 103-22 as recorded in the office of the City Clerk Amend the 2040 Master Street Plan: A resolution to amend the Master Street Plan by adding North Hemlock Avenue, Millsap Road and Futrall Drive as neighborhood link streets. Chris Brown, Public Works Director, spoke and explained that if this item is approved it will add these roads back to the 2040 Master Street Plan. This action will create eligibility for these roads to receive federal aid funding. He also mentioned that this item has been heard by the Planning Commission and the Transportation Committee with unanimous support. Council Member Scroggin moved to approve the resolution. Council Member Hertzberg seconded the motion. Upon roll call the resolution passed unanimously. Resolution 104-22 as recorded in the office of the City Clerk Repeal §163.12 Tandem Lot Development and Enact §164.25 Tandem Lot Development: An ordinance to repeal § 163.12 Tandem Lot Development and enact § 164.25 Tandem Lot Development in the Unified Development Code to provide an administrative approval process for Tandem Lot Development. City Attorney Kit Williams read the ordinance. Britin Bostick, Long Range Planning Special Projects Manager, spoke and provided the history regarding tandem lot development. She also provided the definition from code on what is identified as a tandem lot development and then gave examples of what would classify as tandem lot development. Britin explained that approving this item would meet three of the City's 2040 plan goals of making appropriate infill and revitalization the City's highest priority. Also, making compact, complete, and connected development. Then finally creating opportunities for obtainable housing. Council Member Turk moved to suspend the rules and go to the second reading. Council Member Scroggin seconded the motion. Upon roll call the motion passed unanimously. City AttorneyXtY'Willianrs read the ordinance. Council Member Harvey moved to suspend the rules and go to the third and final reading. Council Member Turk seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. Vice May6� Runch asked shall the ordinance pass. Upon roll call the ordinance passed unanimously. Ordinance 6565 as Recorded in the office of the City Clerk 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 18 of 18 Announcements: Susan Norton, Chief of Staff. Saturday, May 141h, is the Ward 2 Bulky Waste Clean-up. That will be at St. James Baptist Church on North Street and/or the Recycling and Trash Center. Full details regarding what you can drop off are on the website. Our Thursday evening Gulley Park concert series starts June 91h. There will be six unique performances between June 9"' through mid -July. Kit Williams, City Attorney: I want to congratulate our Vice Mayor and the City Council on a very productive night. Y'all did very well. Kara Paxton, City Clerk Treasurer, spoke and announced the City of Fayetteville has been selected to host the Region IV Annual International Institute of Municipal Clerks Conference in 2023. Kara also provided information regarding ways that individuals can send in public comment. She explained that individuals can use the Laserfiche public comment form located on the website or send an email to agendaitemcomment@fayetteville-at.gov City Council Agenda Session Presentations: City Council Tour: 1W Ka& Paxton, City Clerk Treasurer �,iq tillI I#q,1,� .•`�F.�K ' RE'gS�//. .r` x7 w 10 FAYET►EVILLE ; r' 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www fayetteville-ar gov Council Member Sonia Harvey Ward 1 Position 1 Council Member D'Andre Jones Ward I Position 2 Council Member Mark Kinion Ward 2 Position i Council Member Mike Wiederkehr Ward 2 Position 2 Mayor Lioneld Jordan City Attorney Kit Williams City Clerk Treasurer Kara Paxton City of Fayetteville Arkansas City Council Meeting May 3, 2022 City Council Meeting Minutes May 3, 2022 Page I of 18 Council Member Sloan Scroggin Ward 3 Position 1 Council Member Sarah Bunch Ward 3 Position 2 Council Member Teresa Turk Ward 4 Position 1 Council Member Holly Hertzberg Ward 4 Position 2 A meeting of the Fayetteville City Council was held on May 3, 2022 at 5:30 p.m. in Room 219 of the City Administration Building located at 113 West Mountain Street, Fayetteville, Arkansas. Vice Mayor Bunch called the meeting to order. The Rules of Order and Procedure of the Fayetteville City Council authorizes City Council Members to attend, speak and vote during City Council meetings by electronic means without being physically present. Council Members D'Andre Jones, Sonia Harvey and Teresa Turk joined the meeting via online using a video conferencing service called Zoom. Vice Mayor Sarah Bunch, Council Members Mark Kinion, Mike Wiederkehr, Sloan Scroggin, Holly Hertzberg, City Attorney Kit Williams, City Clerk Treasurer Kara Paxton, Chief of Staff Susan Norton, Communications & Marketing Director Lisa Thurber, Chief Financial Officer Paul Becker, Police Chief Mike Reynolds, Fire Chief Brad Hardin and staff members from the IT Department were present in City Council Chambers. Mayor Lioneld Jordan was absent. Pledge of Allegiance Mayor's Announcements, Proclamations and Recognitions: Recognized civilians, Wes Wooten and Griffin Webb, who have demonstrated life-saving heroic service at a motor vehicle accident scene presented by Fire Chief Brad Hardin. 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www Fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 2 of 18 City Council Meeting Presentations, Reports, and Discussion Items: Monthly Financial Report presented by Paul Becker, Chief Financial Officer. Agenda Additions: Extension of City's Sewerage System to 4594 East Huntsville Road: A resolution to approve an extension of the City's sewerage system beyond the city limits to property located at or near 4594 East Huntsville Road. Council Member Harvey moved to add the resolution to the agenda. Council Member Kinion seconded the motion. Upon roll call the resolution passed unanimously. Council Member Harvey, spoke and disclosed that she has known Mr. Pressman for many years and that they previously worked together at the design school. She went on to explain that she had been working on this issue for over a year. Since Mr. and Mrs. Pressman plan to move outside of the city upon retirement they would like to have a city water line ran to their property outside of city limits. Council Member Harvey went on to explain that this couple should be treated differently since they have been long time residents and have a financial hardship. Vice Mayor Bunch: Sonia, has this been to the Water & Sewer Committee? Council Member Harvey: I think I was intending to bring it to the Water & Sewer Committee. Corey and I have been working on it since August of last year. I am not sure. Tim Nyander, Water & Sewer Utilities Director: No, this has not been to the Water & Sewer Committee just because it hadn't come to fruition until recently. I don't think it is a requirement at this point as long as the Council hears all the details right now. Council Member Harvey: Thanks Tim. Tim has been in the loop on this since August. The City has seen everything, and they say everything is possible. It is more of a are we going to grant them permission to connect or not and that is a decision on the Council. I do believe Mr. Pressman is available for questions but hopefully I can answer any questions you guys might have. Council Member Turk: Tim, how far out of town, from the city limits, is the property? Do we have a sewer line that is close by? Tim Nyander: There is a sewer main and a manhole that is adjacent to this property, which is also the city limits. The manhole is in the city limits and his property is just right next door. It is very close. The elevation is fine for service connection. The utility department does not have any problem with the connection. Council Member Turk: That is excellent to hear. It would just be a small extension from our existing operation. The cost would be completely born by Mr. Pressman. Is that correct? 113 Nest Mountain Fayetteville, AR 72701 (479) 575-8323 www Fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 3 of 18 Tim Nyander: There would not be any extension needed by the City because the manhole is there. The property owner would have to run the service line. Then we would provide him a tap into the public sewer system. Council Member Turk: I am just wondering about precedent. Have we had similar issues in the past where we have approved a very small extension of our service? Tim Nyander: Actually, we have gone both ways in years' past. We have allowed connections to those that are very close to the city limits and not congruent to the city limits. We have had those that were not approved by the Council. Council Member Kinion: If you look at the map, you can go from the South King Lane east and west. This makes a triangular area for this property that is ideal for this property to be annexed into the city. North of this property has extended. The location alone makes this sensible to allow it to be part of the city system. Council Member Harvey: We did have a conversation about annexation. It became a financial hardship situation for them. Council Member Kinion: That certainly sounds reasonable and I see the value in that. Council Member Turk moved to approve the resolution. Council Member Kinion seconded the motion. Upon roll call the resolution passed unanimously. Resolution 90-22 as recorded in the office of the City Clerk Consent: Approval of the April 5, 2022 and April 19, 2022 City Council Meeting Minutes. Hazmat Services Revenue: A resolution to approve a budget adjustment in the amount of $2,639.00 recognizing hazmat services revenue received from Washington County and increasing the related expense budget. Resolution 91-22 as recorded in the office of the City Clerk Recreational Trails Program Grant: A resolution to authorize acceptance of a recreational trails program grant in the amount of $75,000.00 for improvements to Kessler Mountain natural surface trails, to approve an agreement of understanding with the Arkansas Department of Transportation for the project, and to approve a budget adjustment. Resolution 92-22 as recorded in the office of the City Clerk 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 4 of 18 Jet Fuel and Avgas Purchase: A resolution to approve a budget adjustment in the amount of $1,040,690.00 for the purchase of additional loads of jet fuel and avgas due to increasing fuel sales and rising fuel costs. Resolution 93-22 as recorded in the office of the City Clerk RFP 22-03 Titan Lawn & Landscape, LLC: A resolution to award RFP 22-03 and authorize a one year contract with Titan Lawn & Landscape, LLC., for mowing services on an as -needed basis for the estimated base amount of $91,310.72 and any additional services to be billed at the hourly rates provided in the contract, with automatic renewals for up to four additional one-year terms. Resolution 94-22 as recorded in the office of the City Clerk Bid #20-58 King Electrical Contractors, Inc.: A resolution to approve a proposal from King Electrical Contractors, Inc. in the total amount of $62,991.00, pursuant to bid no. 20-58, electrical services associated with the addition of parking lot lighting at Walker Park, to approve a project contingency in the amount of $5,000.00, and to approve a budget adjustment. Resolution 95-22 as recorded in the office of the City Clerk Bid #22-31 Doggett Freightliner: A resolution to award bid #22-31 and authorize the purchase of a freightliner recycling truck from Doggett Freightliner of Springdale, AR in the total amount of $203,025.00 plus any applicable tax and shipping charges for use by the Recycling and Trash Collection Division. Resolution 96-22 as recorded in the office of the City Clerk Bid #22-26 Goodwin & Goodwin, Inc.: A resolution to award bid #22-26 and authorize a contract with Goodwin & Goodwin, Inc. in the amount of $603,630.00 for the replacement of water service lines in the Skyler Subdivision, and to approve a project contingency in the amount of $120,726.00. Resolution 97-22 as recorded in the office of the City Clerk Water Damage Claims: A resolution to approve a budget adjustment in the amount of $100,000.00 to cover water leak and sewer overflow damage claims that may occur in 2022. Resolution 98-22 as recorded in the office of the City Clerk Bid #22-30 W. Center Street & N. Harmon Avenue Intersection Project — 2019 Transportation Bond Project: A resolution to award bid #22-30 and authorize a contract with NEC., Inc. In the amount of $1,752,736.50 for construction of the West Center Street and North Harmon Avenue intersection project, to approve a project contingency in the amount of $175,000.00, and to approve a budget adjustment - 2019 Transportation Bond Project. 113 West Mountain Fayetteville: AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 5 of 18 Resolution 99-22 as recorded in the office of the City Clerk Project Safe Neighborhood Grant Award: A resolution to authorize acceptance of a project safe Neighborhood Grant Award in the amount of $28,765.00 for the Fourth Judicial District Drug Task Force, and to approve a budget adjustment. Resolution 100-22 as recorded in the office of the City Clerk Project Safe Neighborhood Grant Award: A resolution to authorize acceptance of a Project Safe Neighborhood Grant Award in the amount of $14,100.00 for the Fayetteville Police Department, and to approve a budget adjustment. Resolution 101-22 as recorded in the office of the City Clerk Council Member Scroggin moved to accept the Consent Agenda as read. Council Member Hertzberg seconded the motion. Upon roll call the motion passed unanimously. Unfinished Business: Raze And Removal Of Structures At 2141 N Green Acres Rd.: A resolution to order the razing and removal of a dilapidated and unsafe structure on property owned by Rose Mary Austin located at 2141 North Green Acres Road in the city of Fayetteville, Arkansas, and to approve a budget adjustment in the amount of $33,894.00. Billy Bryant, Senior Code Compliance Officer spoke about the agenda item and gave a current description of the property. Mr. Bryant went on to explain that the property had improved since the last meeting but explained there had been no work done to the house. Council Member Kinion: We did allow time for this; the weather has been cruddy. Can you tell me more specifically what offers have been extended? Billy Bryant: I do not know. Yolanda Fields, Community Resources Director: We did reach out to the property owner hoping she would want to communicate with us so we could provide some resources. I think she may have just not wanted to visit with folks from the City. So then I reached out to a colleague that would be able to provide resources and they have also made attempts to provide information to her. She would not return calls to them either. We have been unsuccessful in providing her any information or any resources. Council Member Scroggin: I know the city has rules about remodel or repairs is more than 50% of the value of a property that the entire structure has to be brought up to code. In your professional opinion, would this entire building need to be brought up to code if they were to start repairs? 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 6 of 18 Billy Bryant: Yes. H.C. Southern, Esq., Attorney for Ms. Austin, spoke about Ms. Austin and the fact that she has told him that no one has reached out to her. He went on to provide details of the property and the updates to building and garbage removal that have been made since the last meeting. Council Member Wiederkehr: Are you going to be the point person for city staff to contact regarding applications for housing assistance? H.C. Southern, Esq., Attorney for Ms. Austin: I had agreed at the last meeting that I would stay in contact. At this point in time I need to if people are trying to reach out to Rose and make offers, and she is not getting the call, or because of her hearing problems she is not hearing the phone ring. If they would contact me, I can make sure she gets the message and the appropriate steps are taken. Council Member Wiederkehr: We had heard originally that she was anticipating needing to reside outside of the City of Fayetteville. I am looking for someone to assume responsibility on her behalf to make application with the county, or other jurisdictions, for housing assistance. I don't want to come back in 30 days, 60 days and find out that no steps have been taken to secure appropriate reasonable housing on her behalf. I can see where this will fall through the cracks and we will be at the same point again unless someone is her point person. H.C. Southern, Esq., Attorney for Ms. Austin: Although, with the events that have taken place over the last year, I think whatever appropriate location we would find she would be amenable to. Council Member Scroggin: Do you have power of attorney? H.C. Southern, Esq., Attorney for Ms. Austin, explained one could be created if it was needed. Council Member Scroggin, spoke in favor of someone becoming Ms. Austin's power of attorney. Council Member Hertzberg: Does Ms. Austin have any resources right now to make any more improvements on the house? Or does she have any partners that could help her? H.C. Southern, Esq., Attorney for Ms. Austin: She has been using different resources that have been offered to her. Most of the cleanup has been done with a bobcat. The City Council received I public comment regarding this Resolution. Martha Haguewood, Real Estate Agent for Ms. Austin provided the public comment. Council Member Hertzberg: Have you had any offers on the property? 113 West Mountain Fayetteville: AR 72701 (4 19) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 7 of 18 Martha Haguewood: We have had one that was very low. We made a very reasonable counter. He chose not to come back and said he did not know what the cost would be for the raise and removal. Kara Paxton, City Clerk Treasurer, spoke and gave clarification regarding the additional information handouts that Ms. Haguewood had provided. She explained that the pictures had previously been forwarded to all the Council Members via email. Council Member Kinion: Kit, is there any way we could offer an extension with a plan and milestone that have to be reached in order to delay the condemnation? Or does it have to be give a date and that is it and then we have to review it again? Kit Williams, City Attorney: I really think you have to kind of choose the amount of time you want. You might say that it will be tabled again if they meet this milestone. You all are the ones that control tabling so you really can't delegate your power to a staff person to make the decision that they have done enough. You could let them know that you expect such and such by the time the next council meeting comes up. If it has then you would be in favor of extending it once they are showing progress, which they have shown some progress already. Council Member Kinion: I do feel like there is progress and there is a commitment to get help. I don't want to inhibit any possibility to move forward. Would either one of the speakers have any idea of a specific measurable that we could look forward to that could be done in 30 days? Martha Haguewood: Weather permitting, we can continue with the cleaning of the property. Before we could really address anything in the house, we felt we needed to get the property cleared up so people could get in there. I think at bare minimum we would need 60 days because we are going to get some things done in order to get workman in. We can close the sides up right now but if we close the sides up then we will have to tear it back off in order to do the electrical work. Council Member Turk: Have you physically tarped the sides so no rain will get in? Martha Haguewood: We can do that. Council Member Turk: Just a blue tarp, just something so that way there is a barrier there. That way you wouldn't have to rip something more permanent out. Martha Haguewood: We can potentially do that. People do that all the time for roof repair. Council Member Turk: The roof and the floor are in good shape, it is just the openings to the outside, is that correct? Are there other areas that are also open to the elements? Martha Haguewood: As far as I am aware. I have a picture of that. It is not in this packet. If you look at the very last picture, it was totally clear and open. She has really made great strides. We are diligently working, and we want to get the house where it is habitable until we can get it sold. 113 West Mountain Fayetteville AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 8 of 18 Council Member Turk, spoke and explained her suggestions to the other City Council Members regarding conditions. Her suggestions included to extend this agenda item for 60 days, Ms. Austin/representative stay in contact with city services, her attorney stay in contact to ensure she talks with someone at the City, completing the cleaning inside the house and the opening in the walls to the outside are immediately closed. Vice Mayor Bunch: Kit, is that what has been suggested? Kit Williams: That sounds pretty good. I think that when it is tabled you can say that, when it comes back to City Council, this is what you expect to have been accomplished at that point in time. I don't think you can put a condition on the table that if you don't do this then the tabling is over. Then staff would have to go out and look. They can't un-table something, only the City Council can do that. Those can be items that the City Council believes could be accomplished within the next tabling. When we say 60 days, we just need to say the first City Council meeting in two months because it is not going to be exactly 60 days, unless y'all want to have a special city council meeting. Apart from that, I think those conditions make a lot of sense, if that's what y'all want to do. Then you would come back to look at it again, obviously staff would be out there before that, to see if that has been accomplished. Vice Mayor Bunch: What would be our first Council meeting roughly 60 days from now? Kara Paxton, City Clerk Treasurer: It would be July P. Vice Mayor Bunch, addressed a question from Ms. Haguewood in the audience. She gave permission for Ms. Haguewood to handout additional pictures to the present City Council Members. Council Member Kinion: From my point of view, I think that tabling for 60 days is reasonable. If the appropriate progress has not been made, then it will not be tabled again. Vice Mayor Bunch: I would like to know that the attorney representing Ms. Austin, that he has the power of attorney that he can act on her behalf. I would like to know that you have been in contact with city services and possible county services as well. If the place sells, she is going to need a place to go to. Just to know that she is working on possibly moving out of the house and getting a better place for herself. I would really want to know that. Council Member Turk: I have another suggestion. If we could have an update in 30 days, if we table it for 60 but by 30 days, we have an update to ensure the house is tarped, so she is safer away from the elements. If her attorney is here and Ms. Haguewood says that will be done, then that might be good enough. It would be nice to know that things are progressing along. Vice Mayor Bunch: Kit, is that something we could ask for? Kit Williams: Staff can go around and take a look to see what they can see at least from the public right -a -way. If you table it for two months to July 5 h, it's really awkward to try to un-table it 113 West Mountain Fayetteville. AR 72701 (479) 575-8323 n vw fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 9 of 18 before then. I am not saying it is impossible to do that but we have not done that in the past but there is always something new under the sun. Council Member Kinion: I think we could ask for a courtesy request to have that in 30 days. They are working industriously so in 30 days they would give us the courtesy to give us an update. I think we can expect that. I do want table it until July 5th. It is the first step. I commend the volunteers for stepping in with compassion to help make this property sellable. Council Member Kinion, stated that he would give Ms. Austin's attorney additional time to speak. H.C. Southern, Esq., Attorney for Ms. Austin: Do you want something in writing or someone to appear to give you an update? Council Member Kinion: In writing. Vice Mayor Bunch, spoke in agreement with Council Member Kinion. Kara Paxton, City Clerk Treasurer, requested clarification regarding the motion. She wanted to clarify whether this motion included the conditions Council Member Turk provided earlier in the conversation. Council Member Kinion, spoke and clarified that the conditions Council Member Turk spoke about were not included in his motion. Council Member Turk: May I move to amend your motion? Kit Williams: The problem is that all of this is going to be what is occurring before the tabling finally ends. I think that in 60 days, or by July 51h, a lot of these things are going to be looked at. That is when it is going to be reviewed including anything that you said on this. It's not like the tabling is conditioned on that. Basically, it is tabled but you are expecting to see the results on July 5 h that this has been accomplished. Council Member Turk: I am just wondering if we need to make it clearer in writing or in some form about what we expect in 60 days. That is my only clarification. How would you suggest we do that Kit? Kit Williams: You are speaking right now to the applicant and the applicant's representatives, so they hear you. You want to be clear that they know what the City Council is suggesting it wants to see. That is enough, except I haven't heard a complete consensus on your part of the proposal. I think there is a limit to what you can do with a motion to table. You basically post pone action. That is what a motion to table does. You can say the City Council would like to see these results at the end of the tabling but that doesn't end the motion to table just because they don't do it. It just means that when they come back, they are must less likely to get it tabled again. 113 Nest Mountain Fayetteville. AR 72701 (479) 575-8323 imm fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 10 of 18 Vice Mayor Bunch: I feel very optimistic that if the applicant, or the people working with the applicant, have said they are going to what they are going to do. If it comes back in 60 days or if we ask for a courtesy update that they are actually going to do that. They have heard us, we have asked for it, they are nodding their heads yes, and I think they are going to do that. I feel comfortable with the motion that Mark has made. Council Member Kinion moved to table until the July 5, 2022 meeting and for staff and the H.C. Southern, Esq., the attorney for Ms. Austin to provide a courtesy update in 30 days in writing. Council Member Scroggin seconded the motion. Upon roll call the resolution passed 7-0 with Council Member Kinion, Wiederkehr, Scroggin, Turk Hertzberg, Harvey, and Vice Mayor Bunch voting yes. Council Member Jones was absent for roll call vote. Appeal Of. Adm-2022-001(509 W. Prairie St./Prairie Street Live): A resolution to grant the appeal of Council Members Sonia Harvey, D'Andre Jones, and Mark Kinion and approve an amendment to conditional use permit cup 19-6721 for Prairie Street Live located at 509 West Prairie Street. Vice Mayor Bunch, requested the City Attorney to explain why this item was on the agenda. Kit Williams, City Attorney: I think that everyone in this room and on zoom thought we had resolved this issue at the last meeting. It looked like you all had come to a consensus and I said that we have to amend the resolution since the conditions were blank. There was eventually an agreement for condition, not unanimous, but it passed 5 — 3. We all assumed wrongly that was it because we really had to have a second vote on the resolution as amended. Fortunately, the next day our City Clerk, Kara Paxton looked over the tape and minutes and found that we did not get that second vote done. We need to do that now and remained on the agenda as old business because it wasn't finished. To make sure we do everything correctly we need to have a motion to pass the amended resolution that was discussed in depth at our last meeting. Council Member Kinion moved to approve the resolution. Council Member Hertzberg seconded the motion. Upon roll call the resolution passed 5-2 with Council Member Kinion, Scroggin, Hertzberg, Harvey and Vice Mayor Bunch voting yes. Council Member Wiederkehr and Turk voting no. Council Member Jones was absent for vote. Council Member Scroggin, spoke about why he decided to change his vote since the last meeting. He felt that it was important to change his vote due to this item having to be carried over due to a procedural rule and wanted to ensure the City did not cause the applicant any undue hardship. Resolution 102-22 as recorded in the office of the City Clerk RZN-2022-012 (1893 & 1909 N. Stephen Carr Blvd./Eubanks): An ordinance to rezone that property described in rezoning Petition RZN 22-012 located at 1893 and 1909 North Stephen 113 West Mountain Fayetteville. AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 11 of 18 Carr Boulevard in Ward 2 for approximately 3.5 acres from R-A, Residential Agricultural to CS, Community Services. City Attorney Kit Williams read the ordinance. Jonathan Curth, Development Compliance Director gave a description of the property and explained that the property is very close to Hamestring Creek. He also explained the storm water issues regarding this property and the concerns that the applicant has had. Planning Commission forwarded this item to City Council unanimously. Staff also fully supports approval of this item. Seth Mimms, Applicant, read letters that he had received from the neighbors of the property that were in support of this rezoning. The City Council received I public comment regarding this ordinance. Vice Mayor Bunch: Jonathan, can you address those questions now? Jonathan Curth: I am not as familiar with the beaver dam concerns. As far as where the water flows, I think the information we shared at the previous meeting is just based on existing topography on this site. This is a zoning decision, we have not seen a development, we have not seen a site plan, and we've not seen a drainage study. Those are issues that we cannot say, with complete confidence, which way it will flow other than it is guaranteed to flow north or south of one of the tributaries to Hamestring. Chris Brown, Public Works Director: Alan Pugh can talk more about the beaver dam as he is more familiar with that detailed study. There is no question that issues and problems that Ms. Brown speaks of are issues. We recognize those and we've done the flood study. Unfortunately, we don't have a lot of good solutions there because of the highway and environmental issues. There are some solutions there, but they are not easy. I don't believe this proposed rezoning is relevant to Hamestring because there are separate drainage basins. Alan Pugh, City Engineer: That was a portion of the flood study that was mentioned for FTN. We knew that beaver dams locally may be causing issues for some of the residents there. At least in the larger storm events, that structure flooding has typically occurred based on our study, it did not matter if the beaver dams were there or not. Essentially there was so much water coming through there, floodplains are so large and there was such a small portion of that floodplain that it really didn't move the needle as space flood elevation goes. All those beaver dams were on property outside of drainage easements. I really struggle with the solution, working with the property owner and if they were to allow the City to deal with that it would become a very difficult prospect for us to go in there and remove the dams. Especially if there wasn't a large benefit in those larger storm events. We do understand that some of that standing water could be nuisance water and could be a concern but that was our position as far as the beaver dams go. Council Member Scroggin: First I would like to thank Ms. Brown for coming. Every time she speaks, she is very well spoken and researched. I appreciate that. On the Hamestring issues, I know these are a separate issue from this rezoning. I hear about Hamestring a lot and I am hoping 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 ,AwN fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 12 of 18 we can have some long-range plans to work on that creek. It has junk in it, there is some issues, and I know there are some issues with private property. Hopefully we can start making improvements there. Council Member Turk, spoke and agreed with Council Member Scroggin and echoed his concerns. Council Member Wiederkehr: Every interaction that I have had with Ms. Brown has been remarkable. We have to balance that and appreciate her compassion for her father. We have to balance that with the property interest rights. I don't see how we can hold the property in question hostage because of flooding in one part of town on a different parcel. No parcel in Fayetteville would be developed if we said all flooding had to be remediated. I feel compassion for the property interest rights. I am going to have to trust that because of the movement of the City of Fayetteville to increase our management of stormwater, that I am going to continue to see us exercise that type of management. I would be very open to this item continuing forward tonight. Council Member Harvey, spoke in support of the rezone and thanked the individual who provided public comment during the meeting. She also echoed and agreed with Council Member Wiederkehr and Council Member Scroggin. Council Member Kinion moved to suspend the rules and go to the third and final reading. Council Member Scroggin seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. Vice Mayor Bunch asked shall the ordinance pass. Upon roll call the ordinance passed unanimously. Ordinance 6562 as Recorded in the office of the City Clerk New Business: Sales and Use Tax Capital Improvement Bonds, Series 2022: An ordinance authorizing the issuance and sale of the city's not to exceed $74,340,000 Sales And Use Tax Capital Improvement Bonds, Series 2022, for the purpose of financing all or a portion of the costs of certain street, trail, drainage, park, city facilities, arts corridor and firefighting facilities and improvements; authorizing the execution and delivery of a first supplemental trust indenture pursuant to which the series 2022 bonds will be issued and secured; authorizing the execution and delivery of an official statement pursuant to which the series 2022 bonds will be offered; authorizing the execution and delivery of a bond purchase agreement providing for the sale of the series 2022 bonds; authorizing the execution and delivery of a continuing disclosure agreement; and prescribing other matters relating thereto. City Attorney Kit Williams read the ordinance. 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 mvw fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 13 of 18 Paul Becker, Chief Financial Officer: In 2018, we went to the voters and asked ten questions. Three of those questions were eliminated when we made the first bond issue. That was back in 2019. We financed the old bonds from 2006. We fully extended the bond issue for the police station and we fully executed the economic development bond. There are seven questions left here. This is the second phase of the issuance. We issued $127,500,000 in 2019. We are requesting $74,340,000 be extended at this point in time for those seven questions. This would still leave us $15,000,000 to be executed in the future. Roughly $10,000,000 of that would be for streets and $5,000,000 for parks would still be remaining. This authorizes the completion of the documents necessary to precede with the sale of the bonds. Council Member Weiderkehr brought up a point to me that I think I do need to discuss with everyone. He said I should touch a little bit on the security of these funds. Remember, these are revenue bonds, a special one penny sales approved by the voters to pay the debt service on these bonds. These bonds will be out there until 2032. That is roughly eleven years. The debt service payments, if we calculate them right now, is roughly sixty percent of what that one penny generated in 2022. We have plenty of security and I don't think our sales tax is going to decline 40%, if so, we would have to re -finance the bonds. I don't recommend us going out past ten years because by then we will have a new set of infrastructure costs to address. If sales tax continues at this same rate, we will pay these bonds off in roughly 6 years. I want to thank Council Member Wiederkehr for asking that question because I wanted to clarify the security of the bonds. I urge the Council to pass this ordinance tonight. There is a long lead time selling these bonds and there is a number of things we have to do. We have to complete all the documents, we have to get these rated, that will resolve in a lower interest payment if they are rated. I expect them to be rated high. We would sell these bonds in late June. In order for me to get this back to the Council for you to appropriate the funds raised by that to begin the project would be early July. We would like to get that started. Remember when you authorize the sales of these bonds, you are not appropriating anything. We can't send a thing until those projects come forward. I would like to introduce Dennis Hunt, he is our underwriter from Stephenson Associates, Gordon Wilbur with Kutak Rock and he is out bond counsel on this particular series. Council Member Scroggin moved to suspend the rules and go to the second reading. Council Member Kinion seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. Council Member Harvey moved to suspend the rules and go to the third and final reading. Council Member Scroggin seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. Council Member Harvey: I just want to recognize and thank Kutak Rock and Kit for your work on this. Finally, of course our taxpayers who are investing in the community. We really appreciate you because these are important things that we need as we grow and look to the future. 1 13 West Mountain Fayetteville, AR 72701 (179) 575-8323 vvvv✓w fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 14 of 18 Vice Mayor Bunch asked shall the ordinance pass. Upon roll call the ordinance passed unanimously. Ordinance 6563 as Recorded in the office of the City Clerk RZN-2022-0017 (3352 N. Hwy 112/112 Drive In): An ordinance to rezone that property described in rezoning petition RZN 22-017 located at 3352 North Highway 112 in Ward 2 for approximately 22.32 acres from C-2, Thoroughfare Commercial to UT, Urban Thoroughfare. City Attorney Kit Williams read the ordinance. Jonathan Curth, Development Compliance Director, spoke and gave a description of the property. He went on to explain the property is currently zoned C2, Thoroughfare Commercial and the applicant would like to rezone the northern 22 acres to UT, Urban Thoroughfare. Rezoning this property would allow residential development in the future. Jonathan also explained that staff supports the rezone to UT and the Planning Commission forwarded this item unanimously. Steve Brooks, Applicant spoke and agreed with the description that Jonathan provided. He went on to echo the same comments made by Jonathan. The City Council received 1 public comment regarding this Ordinance. Council Member Scroggin: Independent of the Drive Inn, I believe that UT is the best use here. The increased density would have access to the road. I think this gives the drive-in the best chance if we make this change. I hope they stick with their promise to build some form of drive-in. Vice Mayor Bunch: Jonathan, please remind us a little bit of what could go on the property under the current zoning. Jonathan Curth: It is very broad in its allowances, so it is hard to be specific. If you can imagine a non-residential, like a commercial development, it would be allowed in C2. It could be a small mom and pop Store, a Wal-Mart Supercenter, gas station, offices, church, or synagogue. Anything but housing or industrial uses like warehousing or manufacturing. Vice Mayor Bunch: Commercial uses but not housing? Jonathan Curth: It is very much one of our very conventional, what planners call Euclidian Zoning Districts, where the idea is, we need to separate uses because they are obnoxious next to each other like congestion of traffic. Council Member Turk: I think right now, the way it is being used, is appropriate. It is appropriate because of that huge flood plain that is right there as we have seen demonstrated. However, we have no guarantee that the drive-in will stay the way it is. I hope our standards are rigorous enough to ensure that whatever is put there that it is not going to impact downstream or new residents in that area. That is a very large area that is in the floodplain. 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 15 of 18 Council Member Harvey: In the current zoning of C2, the Drive Inn is allowed to exist without a conditional use permit? How is that working? Is it going to be allowed in Urban Thoroughfare? Are there going to be any additional hoops that they need to go through to continue to operate as a Drive Inn? Jonathan Curth: The C2 zoning district allows drive-in by right. It is classified as an outdoor commercial use on a large site. The UT zoning district allows it only as a conditional use. If Council was to rezone the property as requested the drive in could continue to operate indefinitely if they didn't cease for more than 6 months. The zoning on the other portion of the property is proposed to remain as C2 which could allow a drive inn on another portion of the property. Council Member Harvey: Essentially, the part that is not going to be rezoned could potentially allow them to maintain their drive-in status? Is there something about the percentage of the property that has to be ok for them to operate the drive inn or would all the property be okayed. Jonathan Curth: The drive inn today could continue to operate regardless of zoning if they maintain it in operation, whether it is UT or C2. If the applicant is proposing to redevelop the property, whether it is a different portion of it or not, if it is the C2 area it would be allowed by right. If it was in the UT area there would be a conditional use permit. Council Member Harvey, spoke and thanked Jonathan Curth for his additional explanation. Vice Mayor Bunch, spoke and expressed her hope that the drive inn will stay in operation no matter what the decision is on the rezoning. She also talked about the history, ownership, and future use of the land. She also expressed her support for this rezone. Council Member Kinion, spoke and echoed Vice Mayor Bunch's comments. He also went on to address the concerns he had regarding future buildings being constructed in the floodplain. He also expressed his support for the approval of this rezone. Council Member Scroggin: I hope we can move forward tonight. We have gotten a lot of comments about this in the last couple of weeks. Most of them are concerned about the drive inn and I believe this is the best way to have a future for this drive inn. Council Member Scroggin moved to suspend the rules and go to the second reading. Vice Mayor Bunch seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. Council Member Scroggin moved to suspend the rules and go to the third and final reading. Council Member Bunch seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 wmv Fayetteville-w gov City Council Meeting Minutes May 3, 2022 Page 16 of 18 Vice Mayor Bunch asked shall the ordinance pass. Upon roll call the ordinance passed unanimously. Ordinance 6564 as Recorded in the office of the City Clerk Amend Rules of Order and Procedure of the Fayetteville City Council: A resolution to amend a.7.e. Courtesy and Respect and a.d.(2) Public comments of The Rules of Order and Procedure of the Fayetteville City Council to better conform with recent first amendment court decisions. Kit Williams, City Attorney: I brought this forward, which is pretty rare. If there is an issue that I think is legal or constitutional that needs some consideration and hopefully fixing by the City Council, then that is when I would bring something to you. As far back as January, I felt there was some need to change some of the of procedure to try to keep up with the evolving law or the first amendment. It keeps changing and getting more and more strict all the time to make sure that government is not impeding someone's first amendment rights. The first part of the suggested change is to move a word that I really do like in our current rules of order and procedure which is people are not supposed to be rude to each other. I am all in favor of that, I don't like rudeness almost anywhere. Unfortunately, rude is too much of a general term to be able to pass the first amendment test by the Supreme Court or any court. So, we just need to remove rude and on the other hand we have some good words we can put in there in its place. They come mainly from a case that was decided this year by the 4th Circuit of Appeals who is considering the rules of order and procedure of another local government body and found that those rules were constitutional. Those rules allowed two major things. One of which we do already, which is you must stay on topic. When you have a limited public forum like we have, you just can't get up there and talk about the weather or the Razorbacks unless there is a resolution about them. The second thing is the rule that we need to move away from. I think we can use some of the same words that we have now and add a little bit that the 4th Circuit Court of Appeals decided. I wanted to change what we have now to all shall refrain from comments that are harassing, or amount to a personal attack against any identifiable individuals including abusive comments and derogatory remarks about the integrity or offer any other comments that are also not limited to the discussion of the specific agenda item being considered by the City Council. I think that particular requirement for comments is constitutional and I think it actually, in most ways, follows what we have right now. It just makes it where we are no longer using rude which is just too general of a word to maintain within our rules. This change also removes a sentence that was added in January that was kind of confusing. Even though we talked about it that night, and I tried to clarify that, then wrote a memo the next morning saying it doesn't give a department any kind of censorship, the only person to control that is the Mayor but I don't think we need that sentence either and I would like to remove that sentence too. Council Member Scroggin: I agree with the change. The definition of rude is very wide. Council Member Scroggin moved to approve the resolution. Council Member Jones seconded the motion. Upon roll call the resolution passed unanimously. Resolution 103-22 as recorded in the office of the City Clerk 1 13 West Mountain Fayetteville, AR 72701 (479) 575-8323 www Fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 17 of 18 Resolution 103-22 as recorded in the office of the City Clerk Amend the 2040 Master Street Plan: A resolution to amend the Master Street Plan by adding North Hemlock Avenue, Millsap Road and Futrall Drive as neighborhood link streets. Chris Brown, Public Works Director, spoke and explained that if this item is approved it will add these roads back to the 2040 Master Street Plan. This action will create eligibility for these roads to receive federal aid funding. He also mentioned that this item has been heard by the Planning Commission and the Transportation Committee with unanimous support. Council Member Scroggin moved to approve the resolution. Council Member Hertzberg seconded the motion. Upon roll call the resolution passed unanimously. Resolution 104-22 as recorded in the office of the City Clerk Repeal §163.12 Tandem Lot Development and Enact §164.25 Tandem Lot Development: An ordinance to repeal § 163.12 Tandem Lot Development and enact § 164.25 Tandem Lot Development in the Unified Development Code to provide an administrative approval process for Tandem Lot Development. City Attorney Kit Williams read the ordinance. Britin Bostick, Long Range Planning Special Projects Manager, spoke and provided the history regarding tandem lot development. She also provided the definition from code on what is identified as a tandem lot development and then gave examples of what would classify as tandem lot development. Britin explained that approving this item would meet three of the City's 2040 plan goals of making appropriate infill and revitalization the City's highest priority. Also, making compact, complete, and connected development. Then finally creating opportunities for obtainable housing. Council Member Turk moved to suspend the rules and go to the second reading. Council Member Scroggin seconded the motion. Upon roll call the motion passed unanimously. City AttorneyXtY'Willianrs read the ordinance. Council Member Harvey moved to suspend the rules and go to the third and final reading. Council Member Turk seconded the motion. Upon roll call the motion passed unanimously. City Attorney Kit Williams read the ordinance. Vice May6� Runch asked shall the ordinance pass. Upon roll call the ordinance passed unanimously. Ordinance 6565 as Recorded in the office of the City Clerk 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www fayetteville-ar gov City Council Meeting Minutes May 3, 2022 Page 18 of 18 Announcements: Susan Norton, Chief of Staff. Saturday, May 141h, is the Ward 2 Bulky Waste Clean-up. That will be at St. James Baptist Church on North Street and/or the Recycling and Trash Center. Full details regarding what you can drop off are on the website. Our Thursday evening Gulley Park concert series starts June 91h. There will be six unique performances between June 9"' through mid -July. Kit Williams, City Attorney: I want to congratulate our Vice Mayor and the City Council on a very productive night. Y'all did very well. Kara Paxton, City Clerk Treasurer, spoke and announced the City of Fayetteville has been selected to host the Region IV Annual International Institute of Municipal Clerks Conference in 2023. Kara also provided information regarding ways that individuals can send in public comment. She explained that individuals can use the Laserfiche public comment form located on the website or send an email to agendaitemcomment@fayetteville-at.gov City Council Agenda Session Presentations: City Council Tour: 1W Ka& Paxton, City Clerk Treasurer �,iq tillI I#q,1,� .•`�F.�K ' RE'gS�//. .r` x7 w 10 FAYET►EVILLE ; r' 113 West Mountain Fayetteville, AR 72701 (479) 575-8323 www fayetteville-ar gov MAY 2 n 202Z rifETTEVILLE Ul I f 4 ERK'5 OFFICE NORTHWEST AMAWS Do= oawmazette AFFIDAVIT OF PUBLICATION I, Brittany Smith, do solemnly swear that I am the Accounting Legal Clerk of the Northwest Arkansas Democrat -Gazette, a daily newspaper printed and published in said County, State of Arkansas; that I was so related to this publication at and during the publication of the annexed legal advertisement the matter of: Notice pending in the Court, in said County, and at the dates of the several publications of said advertisement stated below, and that during said periods and at said dates, said newspaper was printed and had a bona fide circulation in said County; that said newspaper had been regularly printed and published in said County, and had a bona —63 i7ldA:;1odpo of the rmnpa llciNf(-(WPu7rr"w*f Flk Nuobcr, NU-0)35 dsatl.lkhh and VAIERE45. Pst2to so AblooLlnen fide circulation therein for the eriod of SALES AND USE TAX CAPITAL 62 Xd did Lbal Co'aneroa Bond Ail as agpma) p IMPROVFIdP17 BONDS SFJUPS 20U: by)lrS.Q)ftW,Won oche; C{p. aid at adedsaa) AN(IRDI11ANCC AUTHORIZINGTI(E by{yrdiraoa0 No, 6194 of IM ICU). Adopted old one month before the date of the first ISSUANCE AND SALE OF TN2! CITY'S NOT Ir p al on lint 1, 2019. tic city ha. pniwd) TO EXCEED 971..110.IRIo SAILS AND USE isatx,d(it IU S 12a,41S,.W St. and Ur T. LlpW publication of said advertisement; and that TAk CAPITAL IMFAOVEMEM' BONDS. Impmeaenl on! W.Wiy7 Bwdl Series 2019A Ube 59RIES 201L FOR THE PURPOSE OF •Senn 2Bds I YA Bw'1, and(nlq rlNANCING ALL 09 A PORTION OF THE S3,170,Wa SSO lad Uft To, Cjpiui I.Iniii—nf said advertisement was published in the COSTS OF CERTAIN STREET.TRAl4 is ds, Ta eS-As 2nlvB(dc-Siciw lnlgo DRAINAGE. PARK CITY FACILITIES. Borwls,-d regular daily issues of said newspaper ARTS CORRIDOR AND FlREFI'IITfNO MtEREAS, ilk Saia2019B BUIW m\e bcunpsed L, FACILITIES AND(MPROVEAGNTS: kkll: and as Stated below. AUI'NORIZINGTI¢E?�CVnON AND WHEREAS. aaaduved ads Mpwwonad tilt sveov ne.saver cr ram e.re.er.I Aroerfbnitiri"thtlaeelmt nuocnl Bolt Act City of Fayetteville Ord 6563 Was inserted in the Regular Editions on: May 15, 2022 Publication Cost: $1,073.12 Brittany Smith Subscribed and sworn to before me This t1 day of �,qp , , 2022, 61cgl_ w�j Notary Public My Commission Expires: 17h **NOTE** Please do not pay from Affidavit Invoice will be sent. Cathy Wiles Benton COUNTY NOTARY PUBLIC —ARKANSAS My Commission Expires 02-20-2024 Commission No, 12397118 T adsnaypad 7p 3M elsW18W eitaon of tk Ci1F; ibe c,l) Mono. t)nemiiecd to Ittoe trdsell I's SAID ae6Uw Toc Caput ImlitateAlctg Ba Wi Smt17o1Y. M gt ajye)Pk prmNlal artfouel of eto Baal 571:31u.w11 (IM'&ilea tUli t!a16'). j.lomfe le sl aife renha7l roll All ora,lnniar. Cr Ilk tenit cf 11p Pioloos; L+d WtffiRP t5. as IttaMnrW q sk psn,steo d jk Mid. Didsss —(he City has petivady oude arrsr9parNs fat Ik sak c f the Saint 2021 Bosh Is S'1gJra Ilia, r"ct+7lk Arlmi(the 'UrtJo.itui'L pmvan to thetertos of a Bold Paduw ABotnvs Willi nIk Ciyald the Lndi,ftlw'r Ithe -UoW 74rd" Aponrool,') In wbstsosiily IM fain prattam7mood kcfoa ltut. nto I IS. I'DSV. TNEREFO E. OL IT ORDAINED BY Tilt CITY COUNOL OF TIIE CITY OF FAYEYT¢VILLL: A=SAS: Saloon 1. Vra6. the amF.atb'afasecon"Alwienand i—soraesw.dA,kAauuincludg pniSmWy Aa ciniln Ri1611i tw twsuiw;on of the Suto tg Auk. —Vol Uc Lows Crwenwod thing Act. ape s. 6p,* sWlcnwl tip isrsre dboolsafIhi Ciiy to be daiposed as -Sala aM Uk T.. Callus lirormeolW cod Wissdias fonds. X0 Zed d aB nonce to W. it - I; 207, 1. the pi'Iiim aal.uaf .rats :Rif In IM ram le be TeaTied m IM toed 4--1 TM a\r!aM*u wsmr S fiL i a a uhuk tolls na ctWd 4:Rm: Pa .04S14340uxlr"nostsknorc u mum of Sem TU21 Baodli 7A*rtij.. III osx IJssaad 62Yt19n.Ow shall ba spay lithe Swett Asjta;{¢ Wias 2.on till seal to raomd $f,g101ae0 shall be stab In SM Test II f2ro7M (fAsmiwl3 on 4rei140 to FPIin duo Fills Minot {Qaalwf San Lk Win! 1. 111 eta to ..W SS,a7o,mlu ga0 w dtemd to ,a{p7y Igtbr Cory Poddiur Prom loungios 7 no IM Iloilo ), Ui7 not to osaetd S12,6Ltusttldl be donssed toapy) (o IM Ant Corridor Aojea (Qumrim A an go, hilmli and liri3 not la la4'd S7.113.1tA gull b doolledtosi* indoe rin"Nildlag Ta ul" TW*I MW11104 In o d. 141101). scut Lk tsnsoerdI of the Seise 2012 Borda shill be lil o ! ertantrr.Af), Tkin' as oft% Skem 2022 Barth will w id'uAd to ram ill of e pdnion eh4 mate of IM Prdwchrertped attoie sod w Pi) pw.& veksxnlay Insist ad othu B1—in" le tl. asuaee of Ill, Strata IOU TM Sortn)612 Bonds AJI be timing in We ldlml cad dcrnsairullau gall be IUIrld shall In mmAcraf. lhdl rWNR, dull k aahf'ts7 is sdempbn prior I* totl?t -cad gull consult tuts ohs Rain, em mAlt saIs teMldomAll i2 tm k01. 16e Fast 5a170voln s! Tius) Instant— submiord I. Ih1. r:aalirp, I to Atya I, lac4 aathodnd i W dl-IW tetrazae.ald tk]Ngr IMSab 1p22 Bartlein xbrtim;dq'k font dseiodaonlAinod N iw Fat. Ss.Tpimvmmir TSIaI lodem7e stsbnitid b atB diaiwlef. snl s4CSy Ckdk u herby-••••- w sq. Octal w cs®auid Lrmi;i Ibt Smie.. 2011 BoeM sid so M- the And eft& Cos' ileum nail Lk M2)or and QIy Cloak arc hmrl>? smtMntal call damd IOCiwa the Strin i022 Goods lo M ssaprdud aeatni sad by IM Tnm¢ The MnW I+krss\ iW7iuieaA lo tonra xith IM Tnma. Ile uAdaunkr old Korth Nod LLP, Lule Pow AIL]au (' Baud Carmel'). I n onkr to OotePlme a. Satz 2a12 Bordr in l ba.00ull) IM fords mtdercd in Llic FinaStippkmtrsd Irons In2mjwc. u6otgd10 Ildt naY1lefL+ills inch ihit", is gall M spprmtd by sAck rvwl claitllingthe SenaMP17nldsIllit etaeo{ioo to conanott—IL.1%e -win,,t of such djtporal' SetllN 2. !n wdiilo fcy loe primp l of -W lmaat sn tic$poos, 7101Isola as Ih* mutva or eR gikd for ichitlism poor co owtaiy. lhme u Llo.bj{1Mgdill (IhdroAtPuofmatiesaArm Ids ll,009 "k. w U.T.N Maid oT. she Eloo-Ordnasol, SrdfillrelFFseeuulPllic5grot 20RBtmk dgllMande on.ptny tug+nkhlk c+luinc pfisix ofluch =Pit in (a 'or at IM Saks Tn19A Bacilli. The ks.? aM rl.11saiM rgthe Sga rIN UicTec hull mmilaie W it cxb dire su d. Wits bN7A Homh and lM Sma 21U2 BoMt ae N IM80 ou9aMinr Ar 1sdlkk u fi xis an on dgau7 xhh she7nnlee urdrs IM TNu IIdm/Itn to sdam lM Satn lUIYA BsAds omd Ol. Stnea Sus.• Istds!n N0, tit Ci0 Rnawa+:Jd apxtitia. all ecttililt from a,t LiesaN Uar Yia i•iSl be amaiaetd fw sctu.-td) v slatast fcd+aailt hale of ileldt..sd rosgaeel IaW $,ntnarld Uk Tea Mill behpW ld erd odI ho doles) ai pmidd m iheTrinl 4dallure lrlef rorhos ad bdo•). Sdpn],Ttl 1pknbClMltaaa and cmditiwmttpen %hick the Strift 201 BtnhAre lobe teenmeti smhat i voilL Issued. I12]rpld kid and stasited; the M*or wa coo Auftnmda1r1 dirmw m.tools and ntkaonldPe a Fly SappltafryLJ Ttug lakriruc IDk Fig Su{Tisiovst Trust iAdtt9tne1,1rr and haxeen lheciRend Slmsnaff Bunk Rrc UtuB: Aokaulq u 11w,a Idd-fl+alydl, xLdute Cry Oer4 it bath) issh send atilt .bold le havleaed anlia7µodo the Fin 3 ypicta:isl Trot IrdLnuc mill to aft IM solo) otis Cm I)Ipaa load fk hl{ oflid fMCny CkA ai Asreb� ioikertrod m+l krtitid so cause the rim $Wppratrsd Ynw lyde9lue jo w oncept.L.—Ind 'td rgwi\Isiltat bT llk'rro11R 7WFW Si,plttwlit'r-I Winston snppltwiT2s And. -m& e TraI.&.J sd.W&Iof Aajhtp 1. 11117.1n rs.l W—tie Cd, onst! tlkTrusim 41bp•O60,11 Idaaurt; ant ioflttfntly xllhiMFlou Sepliko-ndal Troll 14=1 a she 'r" lr loitve'1 TM First Slppkmmml Trio Inckismes brisk) itt pr",ol in tnepaRaUl the form sohnafad to WL alwe(n( VCILMS,%W WItmtlaroa Wepmisiont lk,.dPetiltioyi to Lb. P1AdEF of she 51ks scd Uk Tae Ialzipt silt the last oflhe Saks 2022 Dads. Tloo Ms)w is Icrc63'. tidtwind to st.gglsilk Vic Troxn, thr Urid Nrim, eM Bond Causal its ordtr ro re nsde�sho First Srsip7nnemsd Trua j dnolum in slhpsuslsll) Ik form 14WUW to this sto W&WIlt stint diln;&i L gall be 1ppmd by loch TestduFtneylog the Fail 5opp nionin el Trum iiscl ms6 dolor n6xlion lo maailwe,oIyort( ulenidnice of such afprotal. LAmiW &I Via 00 a sets) of 1W firs Supplinaw ul Tsvlt leidalli7c Ntrbuaiu ill) ebefwnwahorfrtdle 61 acamssd a on 6k wail 4. Clay 'Ck&And it Scaien'4, Thanrs Willy onion edcad-patio.a Piduniiary.07.1.1 Su4wms of lid Cil,; ki<lahnf Ill. refer Pig sed.woolitil Wooled lmmi,,.Iefsing Io IM Skein 2fp7 Unndf. TMtkflAwti n otUu ndiniiay ORIcU1 SlAieat?ti 4lermy oppasd The P dinlaWT 01I1d21 SUtd WIL IUatOfadal 16oe41erm a the klud of the Ottd Mateo: Asommsrl. k6ucli is Erhihll A7haam Ng ui0t Ludl gloat ttsrafsm 94 siepodn. 41 ai nR oneuah •vib altoby tM Csry nerd the Uldebrods. u fotcrn telaod loss Lk 'ORkul Swosmv old the M.yai Islceti): sahrsniad In c noncthe OfIcuf SYsmoss for rod sn I.WAtthe'City.. TkOIBt.11itinorroolshmby t1¢rned In tuedstleih I!p /onsof IIY IhWs.Irara¢ ORLi.I SFdautalM�slYlfrd.lo itiu nrctln,::yaf 111t tlhlep'aillsThwnrd ileiig Cs4lrel nIn (I.ryTtomx Iles Wtfal 5tsnl inWIIC tnnt Pr.b. PRltnianij Omm) SLeeeeilI su!aolkd lo Ibit tSarng: Nish Asdr CIWi¢±In god 1w oAsm'df by ukh faarvin.Li h{attils ""'dim In catufnse paaytl)ie nidnKC'orYdrappMal (AmM Its M"at7p}; of the PRUCdouj GRksl S4Won is can Rk xtth IMCrn.CltrL and n arail,ttk fer uyaeony.arry iwasxrApatots) Seaeo S:Inor2glo poi�Se.lil. lamn ead madiEmt IQOa x7wh ale Str>a M12 titedt'are to be lofd Io tAe UWetxrenar, L1eAla)w td knly awherirM call thrwttd w taacalt s Btxd lbsdiek: ApT<e 1ta onhehtU of 1 tIM.'ltuail ois h se dbld a oink tLle stf is eaevnlmn I3Psi•3tsAyoakNt'L by'and hcatcm Ro Cdy'µid lit UradpxTsta. aid Itic Bond RtldateApxxshd a winks, qmd in sobuistislly of Suit ssil,00144 so Ins aWkv. girt the May. i/heRb) sm0wiied tocmtr Rtihthe Urden,fdnr stations Couriod in wiltr towrrplae Ott Bond Pfocluto Almninat le uhamupllj 6i'form fio lilell I.."' mbodii ..Iae.rithtlipsom sstMR be aPProi?f by csth P100Mt unsID-661- Iseed Pnehoo AF—.AN. aid, eimdiws anayf 1. esstlagte a-dttkedbildlappm�L Mil Ise is Iltatn iha i cock 9The tland Purdam AStrcrlrm in ubgsaLll, lbe fora Wlocni.d b be esnukd is an Blt urb OaCity .Cklit And n asallahk for ingotmwlyanmetartdpismt7 Scotian 6, to stldald patldcfp taniker7As tkK1aNR Ofssnsla (fluersl ifd itpnmia/ eafosreru'oi olio tospori to We Sala ad Use Ti, and the Clt)', to sasytlL7Raxhh tleprmuims of Pule 1 k2•i» af)k U..S. Stsvifiiea and ¢s•J+u;r Conuiva:9rL Lot A7:+w ith,mbh aollm(rldand dir=oedbCtmWC1 Camiraoa[ Diclomc Apaaasml b bcdalad u oflMdr= elfin 1=41.o Ilte'Co P—M hirJ^ :-- Aptt^.imf7: t7. iM t A--- Ur Cu!• rd Ih4 Trt.goe;aMItt W)- nlrnb) aatari a.l ud diregdl b w—she C-aohwlnp 011r2aac Avo—t I. k cca W 1) 11. Tm m Tm Cammins Dudoa C AS.a j i. h—hl.x—d n'o zvu7y Inc fwl,. u6." d la iLb mnmb ad Pr "- u hncby. boomd to awfa A10 the Tmakc the UMermna &d Bead Comrl i0 Wtkt to —pidt Ik C"ipilyt 0II.1mR Ap-r m -rt wteu�gL4ly.ltC low iabnu tsw Ihb o>Rllry{. Aletwdl.lun0a u"b. -m-Id In'Plttl prsalasGwNlP tb�C*diAtlap Vw,kwe Apammk IWI cund lb m,SmilPk ow—,c. &—ofkzzh-rPp m.). IA+hds Yt y:: rnihal ovY17d1 she CoWMJry fh><Iowx.ApR—. 11Io.o1,�u:a�IlY 11c C i a Wwow to bcq,—Ood If al fk xilb 09 CRY C" am I. at,.L.hk for U-Pm. tafaalod p—I. swm7, Tb m.)-wd City Ckt fa udm &,.W to — am 40 thl .eP.xird y M miskd Io m m+ and atl Ihln[a oa+�y' la dfaY Itkllwoaoc; [71e. c.oaeioo uddQne+7. of the Shia 1PY2 Oocah x<t w c0'od dlc ,—dim and Ikj-;y orlhe FIM SuppkxnW Tlwl tadrtu.cc Pa Oani P—hW Apm 1, Ac Offidal 5ulaixnl. Ift CmIL ij*Dixkv Apt:VrtCm aaf Ta<sfa7gllalarAlP .colnblil41.0c n e+.cmhlfalpod—al .n akScd.s mt Pel.b, aM to pa.fem.all ori1K obli«Tauuma of file Cih wfe and � uoM Ihdtla.. '77s AL)p .w im Cm Clerk RfplTp-U-inded dntlhL. 6r uid w ticlalf of t� C�4: to aarne Al P.p— 40M'IwtL anif}caan ald dlrr Wlnolpsa Um INy to mvl-t d fg. dream log aM ed Wh ea,.Mf a to-1& =Ike aaCna thomG Swi. [, Aa pmi.Wy Pho..1od m the FIW— Onf� Kw k pat LLP. Liak A0c1 Ae— is hark. tootmoM m Bond C-md oa hdtdr eflhe Clh• in M-100 wilt 0r I— and sal ofthe Slrkf 2012 BuW Swim 9, Tk P—W" of Itb Osdi—om h,1 d.UW0 tX-scumtrlc, ud ifuo —6--. p2:atic a Pm• Woo, Ul forakv rcuort be dcdurd b be Bk o or i..J4 mth drdvalko (lull IW m at Oc.t W ortke laemduoflla: aodgac pbv gW%Ktooa of MaOrth e. SWW IU; All.(41 rrl.fW44 MaM NIB. 0K+oof in mpllkY Ga=Nilli arc �� r#paltd to Pramof APPROVED PASSED sad APPftOV£D m 5/172022 App & Llavdd Iordv. M.)- Atkd: Vt Pauw City Ck.k Tlc+mrr Paled for by Ciq of F" ilk Ck.%ollkc. 51077,12 735521)77 Mn 15,2022 MAY 2 n 202Z rifETTEVILLE Ul I f 4 ERK'5 OFFICE NORTHWEST AMAWS Do= oawmazette AFFIDAVIT OF PUBLICATION I, Brittany Smith, do solemnly swear that I am the Accounting Legal Clerk of the Northwest Arkansas Democrat -Gazette, a daily newspaper printed and published in said County, State of Arkansas; that I was so related to this publication at and during the publication of the annexed legal advertisement the matter of: Notice pending in the Court, in said County, and at the dates of the several publications of said advertisement stated below, and that during said periods and at said dates, said newspaper was printed and had a bona fide circulation in said County; that said newspaper had been regularly printed and published in said County, and had a bona —63 i7ldA:;1odpo of the rmnpa llciNf(-(WPu7rr"w*f Flk Nuobcr, NU-0)35 dsatl.lkhh and VAIERE45. Pst2to so AblooLlnen fide circulation therein for the eriod of SALES AND USE TAX CAPITAL 62 Xd did Lbal Co'aneroa Bond Ail as agpma) p IMPROVFIdP17 BONDS SFJUPS 20U: by)lrS.Q)ftW,Won oche; C{p. aid at adedsaa) AN(IRDI11ANCC AUTHORIZINGTI(E by{yrdiraoa0 No, 6194 of IM ICU). Adopted old one month before the date of the first ISSUANCE AND SALE OF TN2! CITY'S NOT Ir p al on lint 1, 2019. tic city ha. pniwd) TO EXCEED 971..110.IRIo SAILS AND USE isatx,d(it IU S 12a,41S,.W St. and Ur T. LlpW publication of said advertisement; and that TAk CAPITAL IMFAOVEMEM' BONDS. Impmeaenl on! W.Wiy7 Bwdl Series 2019A Ube 59RIES 201L FOR THE PURPOSE OF •Senn 2Bds I YA Bw'1, and(nlq rlNANCING ALL 09 A PORTION OF THE S3,170,Wa SSO lad Uft To, Cjpiui I.Iniii—nf said advertisement was published in the COSTS OF CERTAIN STREET.TRAl4 is ds, Ta eS-As 2nlvB(dc-Siciw lnlgo DRAINAGE. PARK CITY FACILITIES. Borwls,-d regular daily issues of said newspaper ARTS CORRIDOR AND FlREFI'IITfNO MtEREAS, ilk Saia2019B BUIW m\e bcunpsed L, FACILITIES AND(MPROVEAGNTS: kkll: and as Stated below. AUI'NORIZINGTI¢E?�CVnON AND WHEREAS. aaaduved ads Mpwwonad tilt sveov ne.saver cr ram e.re.er.I Aroerfbnitiri"thtlaeelmt nuocnl Bolt Act City of Fayetteville Ord 6563 Was inserted in the Regular Editions on: May 15, 2022 Publication Cost: $1,073.12 Brittany Smith Subscribed and sworn to before me This t1 day of �,qp , , 2022, 61cgl_ w�j Notary Public My Commission Expires: 17h **NOTE** Please do not pay from Affidavit Invoice will be sent. Cathy Wiles Benton COUNTY NOTARY PUBLIC —ARKANSAS My Commission Expires 02-20-2024 Commission No, 12397118 T adsnaypad 7p 3M elsW18W eitaon of tk Ci1F; ibe c,l) Mono. t)nemiiecd to Ittoe trdsell I's SAID ae6Uw Toc Caput ImlitateAlctg Ba Wi Smt17o1Y. M gt ajye)Pk prmNlal artfouel of eto Baal 571:31u.w11 (IM'&ilea tUli t!a16'). j.lomfe le sl aife renha7l roll All ora,lnniar. Cr Ilk tenit cf 11p Pioloos; L+d WtffiRP t5. as IttaMnrW q sk psn,steo d jk Mid. Didsss —(he City has petivady oude arrsr9parNs fat Ik sak c f the Saint 2021 Bosh Is S'1gJra Ilia, r"ct+7lk Arlmi(the 'UrtJo.itui'L pmvan to thetertos of a Bold Paduw ABotnvs Willi nIk Ciyald the Lndi,ftlw'r Ithe -UoW 74rd" Aponrool,') In wbstsosiily IM fain prattam7mood kcfoa ltut. nto I IS. I'DSV. TNEREFO E. OL IT ORDAINED BY Tilt CITY COUNOL OF TIIE CITY OF FAYEYT¢VILLL: A=SAS: Saloon 1. Vra6. the amF.atb'afasecon"Alwienand i—soraesw.dA,kAauuincludg pniSmWy Aa ciniln Ri1611i tw twsuiw;on of the Suto tg Auk. —Vol Uc Lows Crwenwod thing Act. ape s. 6p,* sWlcnwl tip isrsre dboolsafIhi Ciiy to be daiposed as -Sala aM Uk T.. Callus lirormeolW cod Wissdias fonds. X0 Zed d aB nonce to W. it - I; 207, 1. the pi'Iiim aal.uaf .rats :Rif In IM ram le be TeaTied m IM toed 4--1 TM a\r!aM*u wsmr S fiL i a a uhuk tolls na ctWd 4:Rm: Pa .04S14340uxlr"nostsknorc u mum of Sem TU21 Baodli 7A*rtij.. III osx IJssaad 62Yt19n.Ow shall ba spay lithe Swett Asjta;{¢ Wias 2.on till seal to raomd $f,g101ae0 shall be stab In SM Test II f2ro7M (fAsmiwl3 on 4rei140 to FPIin duo Fills Minot {Qaalwf San Lk Win! 1. 111 eta to ..W SS,a7o,mlu ga0 w dtemd to ,a{p7y Igtbr Cory Poddiur Prom loungios 7 no IM Iloilo ), Ui7 not to osaetd S12,6Ltusttldl be donssed toapy) (o IM Ant Corridor Aojea (Qumrim A an go, hilmli and liri3 not la la4'd S7.113.1tA gull b doolledtosi* indoe rin"Nildlag Ta ul" TW*I MW11104 In o d. 141101). scut Lk tsnsoerdI of the Seise 2012 Borda shill be lil o ! ertantrr.Af), Tkin' as oft% Skem 2022 Barth will w id'uAd to ram ill of e pdnion eh4 mate of IM Prdwchrertped attoie sod w Pi) pw.& veksxnlay Insist ad othu B1—in" le tl. asuaee of Ill, Strata IOU TM Sortn)612 Bonds AJI be timing in We ldlml cad dcrnsairullau gall be IUIrld shall In mmAcraf. lhdl rWNR, dull k aahf'ts7 is sdempbn prior I* totl?t -cad gull consult tuts ohs Rain, em mAlt saIs teMldomAll i2 tm k01. 16e Fast 5a170voln s! Tius) Instant— submiord I. Ih1. r:aalirp, I to Atya I, lac4 aathodnd i W dl-IW tetrazae.ald tk]Ngr IMSab 1p22 Bartlein xbrtim;dq'k font dseiodaonlAinod N iw Fat. Ss.Tpimvmmir TSIaI lodem7e stsbnitid b atB diaiwlef. snl s4CSy Ckdk u herby-••••- w sq. Octal w cs®auid Lrmi;i Ibt Smie.. 2011 BoeM sid so M- the And eft& Cos' ileum nail Lk M2)or and QIy Cloak arc hmrl>? smtMntal call damd IOCiwa the Strin i022 Goods lo M ssaprdud aeatni sad by IM Tnm¢ The MnW I+krss\ iW7iuieaA lo tonra xith IM Tnma. Ile uAdaunkr old Korth Nod LLP, Lule Pow AIL]au (' Baud Carmel'). I n onkr to OotePlme a. 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M.)- Atkd: Vt Pauw City Ck.k Tlc+mrr Paled for by Ciq of F" ilk Ck.%ollkc. 51077,12 735521)77 Mn 15,2022 EXHIBIT D COSTS OF ISSUANCE Bond Counsel Fee and Expenses Kutak Rock LLP 124 West Capitol Avenue, Suite 2000 Little Rock, AR 72201 Rating Fee Standard & Poor's Corporation 2542 Collection Center Drive Chicago, IL 60693 Trustee Acceptance Fee Simmons Bank 501 Main Street Pine Bluff, AR 71601 Reimbursement for Ordinance Publication Expenses City of Fayetteville 113 West Mountain Fayetteville, AR 72701 Attn: Finance Director Underwriting Expenses Stephens Inc. 3425 North Futrall Drive, Suite 201 Fayetteville, AR 72703 Total: $75,000.00 46,500.00 7,500.00 1,073.12 8,938.37 D-1 4877-7243-8051.2 KUTAK ROCK LLP LITTLE ROCK, ARKANSAS Telephone 501-975-3000 Facsimile 501-975-3001 Federal ID 47-0597598 June 22, 2022 City of Fayetteville, Arkansas 113 West Mountain St Fayetteville, AR 72701 Check Remit To: Kutak Rock LLP PO Box 30057 Omaha, NE 68103-1157 Wire Transfer Remit To: ABA #104000016 First National Bank of Omaha Kutak Rock LLP A/C # 24-690470 Invoice No. 3065926 Matter No. 1.123401-31 $74,340,000 CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BONDS SERIES 2022 For Professional Legal Services Rendered and Expenses Incurred as Bond Counsel in connection with election and issuance of sales and use tax bonds Total: $75.000.00 4861-8501-0981.1 S&P Global Ratings 0201 MR. KEVIN FAUGHT STEPHENS INC. SUITE 201 3425 NORTH FUTRALL DRIVE FAYETTEVILLE AR 72703 Standard & Poor's Financial Services, LLC Federal I.D.: 26 - 3740348 Description of Services 101011 ANALYTICAL SERVICES RENDERED IN CONNECTION WITH: US$74,340,000 City of Fayetteville, Arkansas, Sales and Use Tax Capital Improvement Bonds, Series 2022, dated: Date of Delivery, due: November 1, 2032 FOR INQUIRIES PLEASE CONTACT: ROHIT RAMAN COLLECTIONSUSRATINGS@SPGLOBAL.COM PHONE: 1-800-767-1896 EXT #6 FAX: 1-212-436-5178 Invoice No.: 11436620 Customer No.: 1000079691 Invoice Date: 05/24/22 Tax Exempt No.: Page No.: 1 Print Date: 05/24/22 Amount $46,500.00 For inquiries contact the client services representative listed on this invoice. Do not return it or direct any inquiries about the invoice to credit ratings analysts. S&P Global Ratings maintains a separation of commercial and analytical activities. Please note that our credit ratings analysts are not permitted to communicate, negotiate, arrange or collect credit rating fees. Please reference invoice or statement number on all checks and wire transfers This Invoice Due and Payable As Of: 05/24/22 INVOICE TOTAL $46,500.00 USD Make Checks Payable To: S&P Global Standard & Poor's Financial Services, LLC Invoice No.: 11436620 Ratings Federal I.D.:26-3740348 Customer No.: 1000079691 Invoice Date: 05/24/22 0201 Billed To: MR. KEVIN FAUGHT STEPHENS INC. SUITE 201 3425 NORTH FUTRALL DRIVE FAYETTEVILLE AR 72703 Wire Transfer To: Please include invoice # Bank of America S&P Global Ratings Account # 12334-02500 ABA # 0260-0959-3 Or E-mail: cashapps@spglobal.com 10000796912 11436620 04650000 1 700 10 07 0522 4 Remit To: S&P GLOBAL RATINGS 2542 COLLECTION CENTER DRIVE CHICAGO, IL 60693 TOTAL AMOUNT DUE: $46,500.00 USD AMOUNT ENCLOSED: Transaction cl2tknpm Merchant Information Merchant ARKANSAS DEMOCRAT -GAZETTE Transaction Information Type Sale Amount $1,073.12 USD Transaction Date May 12 2022, 08:33 AM CDT Purchase Order Number ord6563 Order ID L5004205 Approval Code 052613 Status Submitted For Settlement Payment Information Payment Type Credit Card Transaction Origin E-Commerce Card Type Visa Cardholder Name Courtney Kelley Credit Card Number *.><** *-*-7503 Customer Information Name Courtney Kelley Ste hens Inc. Investment Bankers Name City of Fayetteville II Date Address 113 W. Mountain City Fayetteville State AR _ Zip 72701 �I Invoice # Attention: Mr. Paul Becker ` INVOICE - 6/22/2022 362084-01 Description TOTAL Cost of issuance reimbursement in connection with: $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series $8,938.37 2022 TOTAL $8,938.37 Remit Payment to: Bank of America ABA:026009593 Credit: Stephens Inc. A/C #: 000089203828 FFC: Fayetteville, Arkansas (362084) Attn: Michele Casavechia (501-377-2297) KUTAKROCK Kutak Rock LLP 124 West Capitol Avenue, Suite 2000, Little Rock, AR 72201-3740 office 501.975.3000 June 22, 2022 VIA CERTIFIED MAIL 7022 0410 0003 0209 4053 Department of Treasury Internal Revenue Service Center Ogden, Utah 84201 Gordon M. Wilbourn 501.975.3000 gordon.wilbourn@kutakrock.com $74,340,000 CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BONDS SERIES 2022 Dear Sir or Madame: I have enclosed for filing the original copy of IRS Form 8038-G with respect to the above - captioned matter. If you have any questions or require additional information, please do not hesitate to contact me. Si cerely, VA.3 AS, on M. Wilbourn GMW/ja Enclosure 4875-2056-8608.1 Fcrm $038-Gi Information Return for Tax -Exempt Governmental Bonds ► Under Internal Revenue Code section 149(e) (Rev, October 2021) ► See separate instructions. OMB No. 1545-0047 Department of the Treasury Caution: If the issue price is under $100,000, use Form 8038-GC, Internal Revenue Service ► Go to www.irs.gov/F8038G for instructions and the latest information. JIM Reporting Authority Check box if Amended Return ► E 1 Issuer's name 2 Issuer's employer identification number (EIN) City of Fayetteville, Arkansas 71-6018462 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a Gordon Wilbourn, Kutak Rock LLP, bond counsel 501 975.3000 4 Number and street (or P.Q. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) 113 West Mountain Street 6 City, town, or post office, state, and ZIP code 7 Date of issue Fa etteville AR 72701 06/22/2022 8 Name of issue 9 CUSIP number Sales and Use Tax Capital Improvement Bonds Series 2022 312673 FR2 10a Name and title of officer or other employee of the issuer whom the IRS may call for more Information 1 Ob Telephone number of officer or other employee shown on 10a JIM Type of Issue (Enter the issue price.) See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . , . . , . 12 Health and hospital . . . , . . . , . . . . . . . . . . . . . . . . . 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 Housing . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Other. Describe ► Various municipal improvements 11 12 13 14 15 16 17 18 75,513,865 19a If bonds are TANS or RANs, check only box 19a . . , . . . . . . . . ► ❑ b If bonds are BANS, check only box 19b . . . . . . . . . . . . . . . . . . ► ❑ 20 If bonds are in the form of a lease or installment sale, check box . ► ❑ • Description of Bonds. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 11/01/2032 $ 75,513,865 $ 74,340,000 6,830 years 2.7132 % Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 23 Issue price of entire issue (enter amount from line 21, column (b)) . , . . . . . 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 508 893' 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 27 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 22 0 23 75,513,865 ' 29 508,983 30 75,004,882 Description of Refunded Bonds, Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded , , . 0-years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) ► 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions, Cat. No. 63773S Form 809$-G (Rev. 10-2021) Form 8038-G (Rev, 10-2021) Page 2 FgMXU Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) , . . . 35 0 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract - (GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . 36a 0 b Enter the final maturity date of the GIC ► (MM/DD/YYYY) c Enter the name of the GIC provider ► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool bond ► (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ► d Enter the name of the issuer of the master pool bond ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 41 a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider Ill c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► (] 44 If the issuer has established written procedures to monitor the requirements of section 148, check box , . . . . ► ❑✓ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . . . . . . . . . . ► b Enter the date the official intent was adopted ► (MM/DD/YYYY) 12/18/2018 Under penalti of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Siture and belief, t y are true, corn , nd complete. I further declare that I consent to the IRS's disclosure of the Issuer's return Information, as necessary to 9 process thi eturn, to the p son hat I hav authorized above. na and 06 ZZ /�2 Consent ' / ' Lioneld Jordon, Mayor gna re of issuer's a o zed re esentative Date Type or print name and title Paid Print/Type preparer's n e Prepis signature Date Check ❑ if PTIN Preparer Gordon M. WllboU 6 self-employed P01079125 Use Only Flrm's name ► I( I(u Rock LLP Firm's EIN 1-47-0597598 Firm's address► 124 W. Capitol Ave Ste 2W0, the Rock AR 72201 Phone no, 501 975-300 Form 8038-G (Rev, 10-2021) Domestic Mail C � For delivery inforrr Q' O ru Certified Mail Fee $ ET Services & (check box, add f s dare) m ❑J Return Receipt(hardcopy) $ M ❑ Return Receipt (electronic) $ Postmark 0 ❑ Certified Mall Restricted Delivery $ Here ❑Adult Signature Required $ ❑ Adult Signature Restricted Delivery $ O Postage $ • Tot Postage and Fees $,�'7.33 1123 01-31 1 U nu Sent To pcpr itincn-f r` _oFTrsrci �C---------------------------------------- sirelZS d A t. lIyyo., or r7O Box7rl0. --�SP C.en i ---------------------------------------------------------------------------------------- City, State,,zIP+41 baofen , UT 941-ok EXECUTION COPY CITY OF FAYETTEVILLE, ARKANSAS to SIMMONS BANK as Trustee TRUST INDENTURE Dated as of August 1, 2019 Providing for: $124,425,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds Series 2019A and $3,170,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Taxable Series 2019B Prepared by: Kutak Rock LLP 124 West Capitol Avenue, Suite 2000 Little Rock, Arkansas 72201 4814-1221-9285.6 TABLE OF CONTENTS (This Table of Contents is not a part of the Trust Indenture and is only for convenience of reference.) Paize No. Parties.............................................................................................................................................. I Recitals....................................................................................................... GrantingClauses... .......................................................................................................................... 3 ARTICLE I DEFINITIONS Section101. Definitions........................................................................................................4 Section 102. Use of Words................................................................................................. 13 ARTICLE II THE BONDS Section 201. Security for the Bonds................................................................................... 13 Section 202. Authorized Amount....................................................................................... 14 Section 203. Details of Series 2019 Bonds......................................................................... 14 Section 204. Form of Bonds............................................................................................... 15 Section205. Payment.......................................................................................................... 16 Section206. Execution....................................................................................................... 16 Section 207. Authentication................................................................................................ 16 Section 208. Delivery of the Bonds.................................................................................... 16 Section 209. Mutilated, Destroyed or Lost Bonds.............................................................. 19 Section 210. Registration and Transfer of Bonds............................................................... 19 Section211. Cancellation................................................................................................... 20 Section 212_ Additional Bonds........................................................................................... 20 Section 213. Superior Obligations Prohibited .................. ................ 21 Section 214. Subordinate Obligations................................................................................. 21 Section 215. Temporary Bonds........................................................................................... 21 Section 216. Book -Entry Bonds; Securities Depository..................................................... 22 ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY Section 301. Redemption of Series 2019 Bonds... ............... ................... __ --- ............ ...... 23 Section302. Notice............................................................................................................ 25 Section 303. Selection of Bonds to be Redeemed.............................................................. 25 Section 304. Surrender of Bonds Upon Redemption.......................................................... 25 Section 305. Redemption in Part ........................................................................................ 25 Section 306. Redemption of Additional Bonds ............................ ..................... ................. 26 ARTICLE IV GENERAL COVENANTS AND REPRESF,NTATIONS Section 401. Payment of Principal, Premium, if any, and Interest ..................................... 26 Section 402. Performance of Covenants............................................................................. 26 Section 403. Instruments of Further Assurance.................................................................. 26 Section 404. Recordation and Filing................................................................................... 27 4814-1221-9285.6 Section 405. Inspection of Books....................................................................................... 27 Section 406. Tax Covenants............................................................................................... 27 Section 407. Trustee's and Paying Agent's Fees and Expenses ......................................... 27 Section 408. Construction of Projects; Certification of Completion Dates ........................ 27 Section 409. Encumbrances................................................................................................ 28 Section 410. Continuing Disclosure................................................................................... 28 ARTICLE V FUNDS AND DEPOSITS Section 501. Creation of Funds and Accounts.................................................................... 28 Section502. Project Fund................................................................................................... 29 Section 503. Revenue Fund................................................................................................ 30 Section504. Bond Fund...................................................................................................... 31 Section 505. Cost of Issuance Fund.................................................................................... 31 Section 506. Redemption Fund........................................................................................... 32 Section507. Rebate Fund................................................................................................... 32 Section 508. [RESERVED]................................................................................................ 33 Section 509_ Cessation of Fund Deposits........................................................................... 33 Section 510. Separate Accounts Authorized....................................................................... 33 ARTICLE VI INVESTMENTS Section 601. Investment of Moneys.................................................................................... 34 Section 602. Investment Earnings....................................................................................... 34 Section 603. Valuation of Funds......................................................................................... 34 Section 604. Responsibility of Trustee............................................................................... 34 ARTICLE VII DISCHARGE OF LIEN Section 701. Discharge of Lien........................................................................................... 35 Section 702. Bonds Deemed Paid....................................................................................... 35 Section 703. Non -Presentment of Bonds............................................................................ 35 ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 801. Events of Default........................................................................................... 36 Section802. Acceleration................................................................................................... 37 Section 803. Other Remedies; Rights of Bondholders....................................................... 37 Section 804. Right of Bondholders to Direct Proceedings ................................................. 37 Section 805. Appointment of Receiver............................................................................... 37 Section806. Waiver............................................................................................................ 38 Section 807. Application of Moneys.................................................................................. 38 Section 808. Remedies Vested in Trustee........................................................................... 39 Section 809. Rights and Remedies of Bondholders............................................................ 39 Section 810. Termination of Proceedings........................................................................... 40 Section 811. Waivers of Events of Default......................................................................... 40 ii 4814-1221-9285.6 ARTICLE IX TRUSTEE AND PAYING AGENTS Section 901. Acceptance of Trusts...................................................................................... 40 Section 902. Fees, Charges and Expenses of Trustee and Paying Agents; Trustee's PriorLien....................................................................................................... 42 Section 903. Additional Duties of Trustee.......................................................................... 43 Section 904. Notice to Bondholders of Default.................................................................. 44 Section 905. Intervention by Trustee..................................................................................44 Section 906. Merger or Consolidation of Trustee ............................................................... 44 Section 907. Resignation by Trustee.................................................................................. 44 Section 908. Removal of Trustee........................................................................................ 44 Section 909. Appointment of Successor Trustee................................................................ 45 Section 910. Concerning Any Successor Trustee............................................................... 45 Section 911. Reliance Upon Instruments............................................................................ 45 Section 912. Appointment of Co-Trustee........................................................................... 45 Section 913. Designation and Succession of Paying Agents .............................................. 46 ARTICLE X SUPPLEMENTAL INDENTURES Section 1001. Supplemental Indentures Not Requiring Consent of Bondholders ................ 47 Section 1002. Supplemental Indentures Requiring Consent of Bondholders ....................... 47 Section 1003. Effect of Supplemental Indentures................................................................. 48 ARTICLE XI [RESERVED] ARTICLE XII MISCELLANEOUS Section 1201. Consents, etc. of Bondholders....................................................................... 48 Section1202. Notices........................................................................................................... 49 Section 1203. Limitation of Rights....................................................................................... 49 Section 1204. Severability.................................................................................................... 49 Section 1205. Applicable Provisions of Law........................................................................ 50 Section1206. Counterparts................................................................................................... 50 Section 1207. Successors and Assigns.................................................................................. 50 Section1208. Captions......................................................................................................... 50 Section 1209. Photocopies and Reproductions..................................................................... 50 Section 1210. Bonds Owned by the City.............................................................................. 50 Exhibit A Form of Series 2019A Bond......................................................................... A-1 Exhibit B Form of Series 2019B Bond......................................................................... B-1 Exhibit C Form of Coverage Certificate....................................................................... C-1 Exhibit D Requisition Form ........................................... m 4814-1221-9285.6 TRUST INDENTURE THIS TRUST INDENTURE dated as of August 1, 2019, by and between the CITY OF FAYETTEVILLE, ARKANSAS (the "City"), a city of the first class organized under and existing by virtue of the laws of the State of Arkansas, and SIMMONS BANK, as trustee (the "Trustee"), a banking corporation organized under and existing by virtue of the laws of the State of Arkansas and having its principal corporate trust office in Pine Bluff, Arkansas; WITNESSETH: WHEREAS, the people of the State of Arkansas (the "State") by the adoption of Amendment No. 62 to the Constitution of the State, approved November 6, 1984 ("Amendment 62"), have authorized cities and counties in the State to issue bonds, upon voter approval, to finance certain capital improvements of a public nature, and to secure said bonds by a pledge of the proceeds of certain taxes; and WHEREAS, the provisions of Amendment 62 have been implemented by the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2017) Sections 14-164-301 et seq. (as from time to time amended, the "Act"); and WHEREAS, the City Council of the City has previously determined that there is a great need for a source of revenue to finance all or a portion of the costs of (i) streets and related improvements (the "Streets Project"), (ii) trail system and related improvements (the "Trails Project"), (iii) drainage and related improvements (the "Drainage Project"); (iv) parks system and related improvements (the "Parks Project"); (v) economic development improvements (the "Economic Development Project"); (vi) City facilities and related improvements (the "City Facilities Project"); (vii) Arts Corridor and related improvements (the "Arts Corridor Project"); (viii) police facilities and related improvements (the "Police Facilities Project"); and (ix) firefighting facilities and related improvements (the "Firefighting Facilities Project"); and WHEREAS, the City Council has further determined that additional revenues can be obtained to finance such critical capital improvement needs by restructuring the City's existing indebtedness secured by sales and use tax receipts through the refunding of the Prior Bonds (defined below) and the rededication of said sales and use tax receipts to new bonded indebtedness; and WHEREAS, the City is authorized and empowered under the provisions of the Constitution and laws of the State of Arkansas, including particularly Amendment 62 and the Act, to issue and sell its capital improvement bonds to finance and refinance the costs of various capital improvements such as those comprising the 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 4814-1221-9285.6 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 Act and the provisions of Ordinance No. 6126 of the City, adopted and approved on December 18, 2018 (the "Election Ordinance"), there was submitted to the qualified electors of the City 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 the various capital improvements comprising the Projects, said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Act (the "Sales and Use Tax"); and WHEREAS, at a special election held 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, pursuant to the provisions of Ordinance No. 6194 of the City, adopted by the City Council on June 4, 2019 (the "Authorizing Ordinance"), and in accordance with the provisions of Amendment 62 and the Act, the City proposes to issue (i) its Sales and Use Capital Improvement and Refunding Bonds, Series 2019A, in the aggregate principal amount of not to exceed $124,425,000 (the "Series 2019A Bonds"), in order to provide for the funding of 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 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 a portion of the costs of the Economic Development Project; and WHEREAS, the City has further determined to enter into this Indenture to authorize the issuance of and to secure the Series 2019A Bonds and the Series 2019B Bonds (collectively, the "Series 2019 Bonds") by granting to the Trustee a pledge and assignment of the interests and other rights herein contained, and certain funds and accounts created hereby; and WHEREAS, the Series 2019 Bonds are to be dated, bear interest, mature and be subject to redemption as hereinafter in this Indenture set forth in detail; and 2 4814-I221-9285.6 WHEREAS, provision is made in this Indenture for the issuance of Additional Bonds (hereinafter defined) upon compliance with certain conditions set forth herein; and WHEREAS, the execution and delivery of this Indenture and the issuance of the Series 2019 Bonds have been in all respects duly and validly confirmed, authorized and approved under the provisions of the Authorizing Ordinance; and WHEREAS, all things necessary to make the Series 2019 Bonds, when authenticated by the Trustee and issued as in this Indenture provided, the valid, binding and legal obligations of the City according to the import thereof, and to constitute this Indenture a valid pledge of the receipts of the Sales and Use Tax to the payment of the principal of, premium, if any, and interest on the Series 2019 Bonds, as specified in and in accordance with the provisions hereof, have been done and performed, and the creation, execution and delivery of this Indenture and the creation, execution, issuance and delivery of the Series 2019 Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS INDENTURE WITNESSETH: That the City, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created, and of the purchase and acceptance of the Series 2019 Bonds by the Holders and owners thereof, and the sum of Ten Dollars ($10.00), lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of, premium, if any, and interest on the Series 2019 Bonds and all Additional Bonds (hereinafter defined), if any, according to their tenor and effect, and to secure the performance and observance by the City of all the covenants expressed or implied herein and in the Series 2019 Bonds and Additional Bonds (collectively, the "Bonds"), subject to all of the provisions hereof, does hereby grant, bargain, sell, convey, mortgage, assign, transfer and pledge unto the Trustee, and unto its successor or successors in trust, and to them and their assigns forever, for the securing of the performance of the obligations of the City hereinafter set forth the following: 1. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, (i) the proceeds of the sale of the Bonds, (ii) all receipts from the Sales and Use Tax, which are hereby irrevocably assigned and pledged to secure all obligations under this Indenture, and (iii) the Revenue Fund, Bond Fund, Project Fund and Redemption Fund established by this Indenture, including the investment earnings thereon, if any. 2. Any and all other properties, rights and interests of every kind and nature from time to time which have been, are hereby, or hereafter are, by delivery or by writing or transfer of any kind, conveyed, mortgaged, pledged, assigned or transferred, as and for additional security 3 4814-1221-9285.6 hereunder, by the City or by any other Person, firm or corporation, or with the written consent of the City, to the Trustee, which is hereby authorized to receive any and all such properties, rights and interests at any time and at all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD all the same (the "Trust Estate") with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trusts and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all owners of the said Bonds issued under and secured by this Indenture without privilege, priority or distinction as to lien or otherwise of any of the Bonds over any of the other Bonds; provided, however, that if the City, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest due on the Bonds, at the times and in the manner provided in the Bonds, according to the true intent and meaning thereof, and shall make the payments as required under this Indenture or shall provide, as permitted hereby, for the payment thereof by depositing or causing to be deposited with the Trustee the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all of the covenants and conditions pursuant to the terms of this Indenture to be kept, and shall pay to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments or deposits this Indenture and the lien and rights hereby granted shall cease, determine and be void; otherwise, this Indenture is to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH that, and it is expressly declared that, all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all revenues and income hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners from time to time of the Bonds or any part thereof, as follows, that is to say: ARTICLE I DEFINITIONS Section 101. Definitions. In addition to the words and terms elsewhere defined in this Indenture, the following words and terms as used in this Indenture shall have the following meanings: "Account" means an Account established by Article V of this Indenture. "Act" means the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2017) Sections 14-164-301 et seq., as from time to time amended. 4 4814-1221-9285.6 "Additional Bonds" mean Bonds in addition to the Series 2019A Bonds and the Series 2019B Bonds which are issued under the provisions of Section 212 of this Indenture. "Amendment 62" means Amendment No. 62 to the Constitution of Arkansas, approved by the voters of the State on November 6, 1984. "Annual Debt Service" means, with respect to all or any particular amount of Bonds or Subordinate Obligations, as the case may be, the Debt Service for any particular Fiscal Year required to be paid or set aside during such Fiscal Year, less the amount of such payment which is provided from the proceeds of the sale of Bonds or Subordinate Obligations or from sources other than Sales and Use Tax receipts. "Arts Corridor Project" means the acquisition, design, construction and equipping of certain cultural arts corridor and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $31,685,000. "Authorized Representative" means either the Mayor or the Finance Director of the City and such additional persons as from time to time may be designated to act on behalf of the City by a Certificate furnished to the Trustee containing the specimen signature thereof and executed on behalf of the City by its Mayor. "Authorizing Ordinance" means Ordinance No. 6194, adopted by the City on June 4, 2019, which authorized the issuance of the Series 2019 Bonds pursuant to this Indenture. "Beneficial Owner" means any Person who acquires beneficial ownership interest in a Bond held by the Securities Depository. In determining the Beneficial Owner of any Bond, the Trustee may rely exclusively upon written representations made and information given to the Trustee by the Securities Depository or its Participants with respect to any Bond held by the Securities Depository in which a beneficial ownership interest is claimed. "Bond Counsel" means any firm of nationally recognized municipal bond counsel selected by the City and acceptable to the Trustee. "Bond Fund" means the fund by that name created and established in Section 501 of this Indenture. "Bonds" means the Series 2019A Bonds, the Series 2019B Bonds and all Additional Bonds issued by the City pursuant to this Indenture. Except to the extent provided in Section 209 hereof and except for refunding bonds issued under the provisions of Section 212 hereof, the aggregate principal amount of Bonds issued hereunder shall not exceed $226,065,000, "Book -Entry System" means the book -entry system maintained by the Securities Depository described in Section 216 of this Indenture. 4814-1221-9285.6 "Business Day" means any day other than (a) a Saturday or Sunday, (b) a day on which commercial banks in New York, New York, or the city in which the principal corporate trust office of the Trustee is located are authorized or required by law or executive order to close, or (c) a day on which the New York Stock Exchange or the Securities Depository is closed. "Certificate" means a document signed by an Authorized Representative of the City attesting to or acknowledging the circumstances or other matters therein stated. "City" means the City of Fayetteville, Arkansas, a municipality and political subdivision under the laws of the State of Arkansas. "City Clerk" means the person holding the office and performing the duties of the City Clerk of the City. "City Facilities Project" means the renovating and refurbishing of certain City buildings and grounds and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $3,170,000. "Closing Date" means, with respect to any series of Bonds, the date upon which there is an exchange of such series of Bonds for the proceeds representing the purchase price for such series of Bonds by the Original Purchaser or Purchasers thereof. "Code" means the Internal Revenue Code of 1986, as from time to time amended, and applicable regulations issued or proposed thereunder. "Completion Date" means the date upon which a particular Project (or portion thereof) is first ready for normal continuous operation, as determined by the City's Finance Director. "Continuing Disclosure Agreement" means, collectively, each Continuing Disclosure Agreement between the City and the Dissemination Agent, dated the date of issuance and delivery of a series of Bonds, as originally executed and as amended from time to time in accordance with the terms thereof. "Costs of Issuance" means all items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, including, but not limited to, underwriting discounts, fees and expenses, election expenses, publication expenses, expenses of printing, reproducing, filing and recording documents, initial fees and charges of the Trustee and any Paying Agent, fees and expenses for legal, accounting and other professional services, rating fees, costs of securing any credit enhancement for the Bonds, costs of execution, transportation and safekeeping of the Bonds, and other costs, charges and fees incurred in connection with the foregoing. "Costs of Issuance Fund" means the fund by that name created and established in Section 501 of this Indenture. 6 4814-1221-9285.6 "Debt Service" means, with respect to all or any particular amount of Bonds or Subordinate Obligations, as the case may be, the total as of any particular date of computation and for any particular period of the scheduled amount of interest and amortization of principal payable on such Bonds or Subordinate Obligations, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Dissemination Agent" means the entity named as dissemination agent in each Continuing Disclosure Agreement entered into in connection with the issuance of a series of Bonds. "Drainage Project" means the design, construction, reconstruction, repair, retrofitting, extension, enlargement and equipping of certain City drainage facilities and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $15,840,000. "Economic Development Project" means the acquisition, design, construction and equipping of certain economic development projects and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $3,170,000. "Election Ordinance" means Ordinance No. 6126, adopted by the City Council on December 18, 2018, pursuant to which there was submitted to the qualified electors of the City the ten questions relating to the issuance of the Bonds. "Event of Default" means any event of default specified in Section 801 hereof. "Existing Tax" means, collectively, (i) the three-quarter of one percent (0.75%) city-wide sales and use tax and (ii) the one -quarter of one percent (0.25%) city-wide sales and use tax authorized by the Act and presently being levied and collected within the City for the purpose of securing the payment of the Prior Bonds. "Firefighting Facilities Project" means the acquisition, design, construction and equipping of certain City firefighting facilities and related improvements, and the acquisition of certain firefighting vehicles and equipment, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $15,840,000. "Fiscal Year" means the 12-month period used, at any time, by the City for accounting purposes, which may be the calendar year. "Fund" means a fund established by Article V of this Indenture. "Government Securities" means (i) direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America, (ii) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (iii) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such 4814-1221-9285.6 obligations are backed by the full faith and credit of the United States of America, or (iv) evidences of ownership of proportionate interests in future principal and interest payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated. "Holder" or "Bondholder" or "owner of the Bonds" means the registered owner of any "Indenture" means this Trust Indenture dated as of August 1, 2019, between the City and the Trustee, pursuant to which the Bonds are issued, and any amendments and supplements hereto. "Investment Securities" means, if and to the extent the same are at the time legal for investment of Funds and Accounts held under this Indenture: (a) Cash (fully insured by the Federal Deposit Insurance Corporation); (b) Government Securities; (c) Federal Housing Administration debentures; (d) The obligations of the following government -sponsored agencies which are not backed by the full faith and credit of the United States of America: (1) Federal Home Loan Mortgage Corporation (FHLMC) senior debt obligations and Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); (2) Faun Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system -wide bonds and notes; (3) Federal Home Loan Banks (FHL Banks) consolidated debt obligations; and (4) Federal National Mortgage Association (FNMA) senior debt obligations and mortgage -backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); (e) Unsecured certificates of deposit, time deposits, and bankers' acceptances (having maturities of not more than 365 days) of any bank the short-term obligations of which are rated "A-1+" or better by S&P and "Prime-l" by Moody's; (f) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation, in banks which have capital and surplus of at least $15 million; (g) Commercial paper (having original maturities of not more than 270 days) rated "A-1+" by S&P and "Prime-1" by Moody's; 4814-1221-9285.6 (h) Money market funds rated "Aam" or "AAm-G" by S&P, or better and if rated by Moody's rated "Aa2" or better; (i) "State Obligations", which means: (1) Direct general obligations of any state of the United States of America or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated at least "AY by Moody's and at least "A-" by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated; (2) Direct general short-term obligations of any state agency or subdivision or agency thereof described in (a) above and rated "A-1+" by S&P and "MIG-l" by Moody's; and (3) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state or state agency described in (b) above and rated "AA-" or better by S&P and "Aa3" or better by Moody's; 0) Pre -refunded municipal obligations rated "AAA" by S&P and "Aaa" by Moody's meeting the following requirements: (1) the municipal obligations are (I) not subject to redemption prior to maturity or (II) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions; (2) the municipal obligations are secured by cash or U.S. Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations; (3) the principal of and interest on the U.S. Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations ("Verification Report"); (4) the cash or U.S. Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations; (5) no substitution of a U.S. Treasury Obligation shall be permitted except with another U.S. Treasury Obligation and upon delivery of a new Verification Report; and (6) the cash or U.S. Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent. "Mayor" means the person holding the office and performing the duties of the Mayor of the City. 9 4814-1221-9285.6 "Original Purchaser" means the first purchaser(s) of a series of Bonds from the City. "Outstanding" means, as of any date of computation, Bonds theretofore or thereupon being delivered under this Indenture, except: (a) Bonds cancelled at or prior to such date or delivered to or acquired by the Trustee at or prior to such date for cancellation; (b) Bonds deemed to be paid in accordance with Article VH of this Indenture; and (c) Bonds in lieu of or in exchange or substitution for which other Bonds shall have been authenticated and delivered pursuant to this Indenture. "Parks Project" means the acquisition, design, construction and equipping of certain City parks systems and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $26,405,000. "Participants" means those financial institutions for whom the Securities Depository effects book -entry transfers and pledges of securities deposited with the Securities Depository in the Book -Entry System, as such listing of Participants exists at the time of such reference. "Paying Agent" means any bank or trust company named by the City as the place at which the principal of and premium, if any, and interest on the Bonds are payable. "Person" means any natural person, firm, association, corporation, limited liability company, partnership, joint stock company, joint venture, trust, unincorporated organization or firm, or a government or any agency or political subdivision thereof or other public body. "Police Facilities Project" means the acquisition, design, construction and equipping of certain City police facilities, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $36,965,000. "Prior Bonds" means, collectively, (i) the City's Sales and Use Tax Capital Improvement Bonds, Series 2007, (ii) the City's Sales and Use Tax Capital Improvement Bonds, Series 2009, (iii) the City's Sales and Use Tax Capital Improvement Bonds, Series 2013, and (iv) the City's Sales and Use Tax Capital Improvement Bonds, Series 2015. "Projects" means, collectively, the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the Economic Facilities Project, the City Facilities Project, the Arts Corridor Project, the Police Facilities Project and the Firefighting Facilities Project. "Project Costs" means, to the extent permitted by the Act or other applicable laws, with respect to the Projects, all costs of planning, designing, purchasing, acquiring, constructing, improving, enlarging, extending, repairing, financing and placing in operation, including obtaining governmental approvals, certificates, permits and licenses with respect thereto, 10 4814-1221-9285.6 heretofore or hereafter paid or incurred by or on behalf of the City and which shall include, but shall not be limited to: (a) interest accruing in whole or in part on the Bonds prior to and during construction of the Projects, including all amounts required by this Indenture to be paid from the proceeds of the Bonds into the Bond Fund; (b) preliminary investigation and development costs, engineering fees, contractors' fees, labor costs, the cost of materials, equipment, utility services and supplies, costs of obtaining permits, licenses and approvals, costs of real property, insurance premiums, legal and financing fees and costs, administrative and general costs, and all other costs properly allocable to the acquisition, construction and equipping of the Projects and placing the same in operation; (c) all costs relating to injury and damage claims arising out of the acquisition, construction or equipping of the Projects; (d) all other costs incurred in connection with, and properly allocable to, the acquisition, construction and equipping of the Projects; and (e) amounts to pay or reimburse the City or any City fund for expenses of the City incident and properly allocable to such planning, designing, purchasing, acquiring, constructing, improving, enlarging, extending, repairing, financing and placing in operation of the Projects. "Project Fund" means the fund by that name created and established in Section 501 of this Indenture. "Rating Agency" means Moody's Investors Service, S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, or Fitch, Inc., and their respective successors and assigns. If any such corporation ceases to act as a securities rating agency, the City may appoint any nationally recognized securities rating agency as a replacement. "Rebate Fund" means the fund by that name created and established in Section 501 of this Indenture. "Record Date" means the fifteenth day of the calendar month preceding the calendar month in which an interest payment date on the Bonds occurs. "Redemption Fund" means the fund by that name established in Section 501 of this Indenture. "Requisition" means a written requisition of the City, consecutively numbered, signed by an Authorized Representative including, without limitation, the following with respect to each payment requested: (i) the particular Project to which it relates, 11 4814-1221-9285.6 (ii) the name of the person or party to whom payment is to be made and the purpose of the payment, (iii) the amount to be paid thereunder; (iv) that such amount has not been previously paid by the City and is justly due and owing to the person(s) named therein as a proper payment or reimbursement of a Project Cost; and (v) that no Event of Default exists under the Indenture and that, to the knowledge of the Authorized Representative, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. "Revenue Fund" means the fund by that name created and established in Section 501 of this Indenture_ "Sales and Use Tax" means the one percent (1.00%) city-wide sales and use tax authorized under the Act which has been levied within the City pursuant to the Election Ordinance and approved by the voters of the City, the collection of which tax will commence on the first day following the date of expiration of the Existing Tax securing the Prior Bonds. Receipts of the Sales and Use Tax are pledged to the payment of Debt Service on the Bonds. "Securities Depository" means The Depository Trust Company, New York, New York, or its nominee, and its successors and assigns, or any other depository institution appointed by the City or the Trustee to act as depository for the Bonds in connection with the Book -Entry System. "Series 2019A Bonds" means the City's Sales and Use Tan Capital Improvement and Refunding Bonds, Series 2019A, issued under and secured by this Indenture in the aggregate principal amount of $124,425,000. "Series 2019B Bonds" means the City's Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B, issued under and secured by this Indenture in the aggregate principal amount of $3,170,000. Bonds. "Series 2019 Bonds" means, collectively, the Series 2019A Bonds and the Series 2019B "State" means the State of Arkansas. "Streets Project" means the acquisition, design, construction, reconstruction, repair, resurfacing, straightening and widening of certain City streets and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $73,925,000. 12 4814-1221-9285.6 "Subordinate Obligations" means debt obligations of the City secured by a pledge of the receipts from the Sales and Use Tax that is subordinate to the lien thereon securing the payment of the Bonds, as permitted by the provisions of Section 214 of this Indenture. "Supplemental Indenture" means any indenture supplemental to or amendatory of this Indenture, adopted by the City in accordance with Article X hereof. "Surplus Tax Receipts" shall have the meaning ascribed to such term in Section 503 hereof. "Tax Regulatory Agreement" means with respect to any series of tax-exempt Bonds, that Tax Regulatory Agreement of the City relating to maintenance of the excludability of interest on such Bonds from gross income for federal income tax purposes, delivered in connection with the issuance of such series of Bonds. "Trails Project" means the acquisition, design, construction, reconstruction, extension and equipping of certain City trail system improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $6,865,000. "Trustee" means the banking corporation or association designated as Trustee in the Indenture, and its successor or successors as such Trustee. The original Trustee is Simmons Bank, Pine Bluff, Arkansas. "Trust Estate" means the property described in the granting clauses of this Indenture. Section 102. Use of Words. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond", "owner", "holder" and "person" shall include the plural, as well as the singular, number. ARTICLE II THE BONDS Section 201. Security for the Bonds. (a) The Bonds are special and limited obligations of the City payable as to principal, premium, if any, and 'interest solely out of the Trust Estate. The Trust Estate is hereby pledged, appropriated and assigned to the payment of the principal of, premium, if any, and interest on the Bonds, all in accordance with their terms and the provisions of this Indenture. The Bonds do not constitute an indebtedness for which the faith and credit of the State of Arkansas or the City is pledged within the meaning of any Constitutional or statutory limitation. The Bonds shall never constitute an obligation of or a charge against the general credit or general taxing powers of the City. (b) The pledge, charge, lien, trusts and assignments made herein with respect to the Trust Estate shall be valid and binding, and shall be deemed continuously perfected from the time of issuance of the Series 2019 Bonds, and the Trust Estate shall thereupon be immediately 13 4814-1221-9285.6 subject to the pledge, charge, lien, trust and assignment created hereby upon receipt thereof by or for the City or by the Trustee or the Paying Agent hereunder, without any physical delivery, segregation thereof or further act, and such pledge, charge, lien, trust and assignment shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the City, irrespective of whether such parties have notice thereof. (c) The Bonds shall be equally and ratably payable and secured hereunder without priority by reason of date of adoption of this Indenture or any Supplemental Indenture authorizing their issuance or by reason of their series, number, date, date of issue, execution, authentication or sale, or otherwise. So long as any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. The Series 2019B Bonds shall not be subject to redemption from Surplus Tax Revenues. (d) So long as any Bonds are Outstanding under the provisions of this Indenture, all receipts derived from the Sales and Use Tax shall be deemed to be necessary to accomplish the purposes of the City and shall be subject to the covenants and agreements set forth in this Indenture, and no such revenues or receipts shall ever be used or deposited otherwise except as herein expressly permitted. (e) The City covenants, as permitted by the Act, that while any of the Bonds are Outstanding it will use due diligence in causing the collection of the Sales and Use Tax. Nothing herein shall prohibit the City from increasing any sales and use tax from time to time, to the extent permitted by law, and no part of the revenues or receipts derived by the City from any such increase shall become part of the receipts derived from the Sales and Use Tax unless authorized and pledged by a Supplemental indenture. Section 202. Authorized Amount. There is hereby authorized the issuance of bonds of the City to be designated "Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A" in the principal amount of One Hundred Twenty -Four Million Four Hundred Twenty - Five Thousand Dollars ($124,425,000) (the "Series 2019A Bonds"). There is hereby authorized the issuance of bonds of the City to be designated "Sales and Use Tax Capital Improvement Bonds, Series 201913" in the principal amount of Three Million One Hundred Seventy Thousand Dollars ($3,170,000) (the "Series 2019B Bonds"). No Bonds may be issued under the provisions of this Indenture except in accordance with this Article II. The total principal amount of Bonds that may be issued hereunder is hereby expressly limited to $226,065,000, except as provided in Section 209 and except for refunding bonds issued under the provisions of Section 212 hereof. Section 203. Details of Series 2019 Bonds. (a) The Series 2019A Bonds (i) shall be designated "City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A," (ii) shall be in the aggregate principal amount of $124,425,000, (iii) shall be dated as of the date of their delivery, (iv) shall bear interest from such date at the rates hereinafter provided until paid, payable semiannually on May 1 and November 1 of each year, commencing May 1, 2020, (v) shall be issued in denominations of $5,000 each, or any integral multiple thereof, (vi) shall be numbered from R19A-1 upwards in order of issuance according to the records of the Trustee, and (vii) shall mature, unless sooner redeemed in the manner in this Indenture set forth, on November 1 in each of the years and in the 14 4814-1221-9285.6 amounts set forth in the following table, which table also sets forth the interest rates for the Series 2019A Bonds: Year (November 1) Principal Amount Interest Rate 2020 $2,060,000 5.000% 2021 6,185,000 5.000% 2022 6,490,000 5.000% 2023 6,810,000 5.000% 2024 7,150,000 5.000% 2025 7,510,000 5.000% 2026 7,885,000 5.000% 2029 25,330,000 2.000% 2032 26,805,000 1.750% 2035 28,200,000 1.600% (b) The Series 2019B Bonds (i) shall be designated "City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B," (ii) shall be in the aggregate principal amount of $3,170,000, (iii) shall be dated as of the date of their delivery, (iv) shall bear interest from such date at the rates hereinafter provided until paid, payable semiannually on May 1 and November 1 of each year, commencing May 1, 2020, (v) shall be issued in denominations of $5,000 each, or any integral multiple thereof, (vi) shall be numbered from R19B-1 upwards in order of issuance according to the records of the Trustee, and (vii) shall mature, unless sooner redeemed in the manner in this Indenture set forth, on November 1 in each of the years and in the amounts set forth in the following table, which table also sets forth the interest rates for the Series 2019B Bonds: Year (November 1) Principal Amount Interest Rate 2020 $3,170,000 2.200% Section 204. Form of Bonds. (a) The Series 2019A Bonds shall be initially issued as fully registered Bonds, without coupons, in the form of ten typewritten bond certificates (one for each maturity) to be delivered to the Securities Depository. Each such certificate shall be initially registered in the name of the nominee of the Securities Depository, and no Beneficial Owner will receive a certificate representing his interest in the Series 2019A Bonds, except upon the occurrence of the events described in Section 216 hereof. Beneficial Owners shall be deemed to have waived any right to receive a bond certificate except under the circumstances described in Section 216. The Series 2019A Bonds and the Trustee's certificate of authentication to be endorsed thereon shall be in substantially the form set forth in Exhibit A hereto, with appropriate variations, insertions and omissions as permitted or required by this Indenture. (b) The Series 2019B Bonds shall be initially issued as fully registered Bonds, without coupons, in the form of one typewritten bond certificate to be delivered to the Securities Depository. Such certificate shall be initially registered in the name of the nominee of the Securities Depository, and no Beneficial Owner will receive a certificate representing his interest 15 4814-1221-9285.6 in the Series 2019B Bonds, except upon the occurrence of the events described in Section 216 hereof. Beneficial Owners shall be deemed to have waived any right to receive a bond certificate except under the circumstances described in Section 216. The Series 2019B Bonds and the Trustee's certificate of authentication to be endorsed thereon shall be in substantially the form set forth in Exhibit B hereto, with appropriate variations, insertions and omissions as permitted or required by this Indenture. Section 205. Payment. The Bonds shall be payable, with respect to principal, premium, if any, and interest in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The principal of and premium, if any, on the Bonds shall be payable upon surrender thereof at the principal corporate trust office of the Trustee. Payment of interest on each Bond shall be made by check or draft mailed to the registered owner of such Bond as of the applicable Record Date at his address as it appears on the registration books maintained by the Trustee. For purposes of this Indenture, interest on the Bonds shall be deemed to accrue on the basis of a 360-day year of twelve 30-day months. So long as the Securities Depository or its nominee is the sole registered owner of the Bonds, payment of interest thereon shall be made by wire transfer of immediately available funds by the Paying Agent to the Securities Depository or its nominee. Section 206. Execution. The Bonds shall be executed on behalf of the City by the manual or facsimile signatures of its Mayor and City Clerk and shall have impressed or imprinted thereon the seal of the City. A facsimile signature shall have the same force and effect as if manually signed. In case any officer whose manual signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such official had remained in office until delivery. Section 207. Authentication. Only such Bonds as shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibits A and B attached hereto duly executed by the Trustee shall be entitled to any right or benefit under this Indenture. No Bond shall be valid and obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee, and such certificate of the Trustee upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture. The Trustee's certificate of authentication on any Bond shall be deemed to have been executed if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. Section 208. Delivery of the Bonds. The City shall execute and deliver to the Trustee and the Trustee shall authenticate the Bonds of any series and deliver said Bonds to the Securities Depository as may be directed in this Section 208, in Section 212 hereof or in any Supplemental Indenture. (a) Prior to the delivery or original issuance by the Trustee of any authenticated Bonds of any series, there shall be delivered to the Trustee: 16 4814-1221-9285.6 (1) An original executed counterpart of this Indenture or, in the case of Additional Bonds, a Supplemental Indenture by and between the City and the Trustee setting forth the details concerning such Additional Bonds; (2) Original executed counterparts of the Continuing Disclosure Agreement and the Tax Regulatory Agreement, if applicable, relating to such series of Bonds; (3) A Certificate directing the Trustee to authenticate the Bonds and containing instructions as to the delivery of the Bonds upon payment to the Trustee, for the account of the City, of a sum specified in such Certificate; (4) A copy, duly certified by the City Clerk, of the proceedings of the City authorizing the levy of the Sales and Use Tax and the issuance of the Bonds; (5) A written opinion of Bond Counsel approving the legality of the Bonds; (6) In the case of any series of Additional Bonds, a Certificate signed by the Mayor of the City certifying that (i) the City is not then in default in the performance of any of the covenants, conditions, agreements or provisions contained in this Indenture, and (ii) the City is current as to all required deposits at that time in all the Funds and Accounts described in Article V of this Indenture or hereafter created by Supplemental Indentures, or if the City is in default or is not so current, certifying in the case of (i) or (ii) as to that fact and that, upon the application of the proceeds of the sale of such Additional Bonds as provided in the Supplemental Indenture authorizing the issuance thereof, the City will not be in default or will be current thereafter; (7) In the case of any series of Additional Bonds, a written opinion of Bond Counsel to the effect that the exemption from federal income tax of the interest on the Series 2019A Bonds and any Additional Bonds theretofore issued on a tax-exempt basis will not be adversely affected by the issuance of the Additional Bonds being issued; and (8) Such further documents and certificates as may be required by the Original Purchaser of such series of Bonds. (b) Simultaneously with the delivery of the Series 2019A Bonds, the Trustee shall apply the proceeds thereof as follows: (1) An amount sufficient, together with moneys held by Simmons Bank, as trustee for the Prior Bonds, in funds and accounts created by the trust indenture securing the Prior Bonds, to refund the Prior Bonds shall be deposited in Trust with Simmons Bank, as escrow trustee (the "Escrow Trustee"), in accordance with the provisions of an Escrow Deposit Agreement to be dated as of the date of delivery of the Series 2019A Bonds (the "Escrow Agreement"), by and between the City and the Escrow Trustee. The Escrow Agreement shall provide for the investment of the funds, to the extent feasible, in Government Securities which will mature and bear interest at such times and in such amounts as will, together with any uninvested moneys held by the Escrow Trustee, provide sufficient moneys to pay as due at maturity and upon redemption prior to 17 4814-1221-9285.6 maturity as provided in the Escrow Agreement, all principal of and premium, if any, and interest on the Prior Bonds. The Escrow Agreement will provide for the giving of notice of redemption prior to maturity of the Prior Bonds, for the payment of required trustee and paying agent fees on the Prior Bonds, and for the release of all claims of the Prior Bonds on the Trust Estate; (2) An amount equal to $36,037,589.39 shall be deposited in the Streets Project Account of the Project Fund; (3) An amount equal to $2,409,040.47 shall be deposited in the Trails Project Account of the Project Fund; (4) An amount equal to $8,009,572.28 shall be deposited in the Drainage Project Account of the Project Fund; (5) An amount equal to $11,085,015.98 shall be deposited in the Parks Project Account of the Project Fund; (6) An amount equal to $504,415.33 shall be deposited in the City Facilities Project Account of the Project Fund; (7) An amount equal to $20,016,970.02 shall be deposited in the Arts Corridor Project Account of the Project Fund; (8) An amount equal to $38,801,125,92 shall be deposited in the Police Facilities Project Account of the Project Fund; (9) An amount equal to $10,522,906.47 shall be deposited in the Firefighting Facilities Account of the Project Fund; (10) The amount of $199,013.04 shall be deposited in the Costs of Issuance Fund for payment of Costs of Issuance as directed by a Certificate of the City; and (11) The balance of said proceeds in the amount of $7,152.78 shall be deposited in the Interest Account of the Bond Fund. (c) Simultaneously with the delivery of the Series 2019B Bonds, the Trustee shall apply the proceeds thereof as follows: (1) An amount equal to $3,147,323.10 shall be deposited in the Economic Development Project Account of the Project Fund; and (2) The balance of said proceeds in the amount of $6,985.40 shall be deposited in the Costs of Issuance Fund for payment of Costs of Issuance as directed by a Certificate of the City. 18 4814-1221-9285.6 Section 209. Mutilated, Destroyed or Lost Bonds. In case any Bond issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and the Trustee may authenticate and deliver a new Bond of like series, date, number, maturity and tenor in exchange and substitution for and upon cancellation of such mutilated Bond, or in lieu of and in substitution for such Bond destroyed or lost, upon the Holder's paying the reasonable expenses and charges of the City and the Trustee in connection therewith, and, in the case of a Bond destroyed or lost, filing by the Holder with the Trustee evidence satisfactory to the Trustee that such Bonds were destroyed or lost, and of the Holder's ownership thereof, and furnishing the City and Trustee with indemnity satisfactory to them. The Trustee is hereby authorized to authenticate any such new Bond. In the event any such Bonds shall have matured, instead of issuing a new Bond, the City may pay the same without the surrender thereof. Upon the issuance of a new Bond under this Section 209, the City may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Section 210. Registration and Transfer of Bonds. The City hereby constitutes and appoints the Trustee as Bond registrar of the City, and as Bond registrar the Trustee shall keep books for the registration and for the transfer of the Bonds as provided in this Indenture at the principal corporate trust office of the Trustee. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the registered owner thereof, or the owner's legal representative, and neither the City, the Trustee nor the Bond registrar shall be affected by any notice to the contrary, but such registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Bonds may be transferred on the books of registration kept by the Trustee by the registered owner in person or by the owner's duly authorized attorney, upon surrender thereof, together with a written instrument of transfer duly executed by the registered owner or the owner's duly authorized attorney. Upon surrender for transfer of any Bond at the principal corporate office of the Trustee, the City shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds of the same series and in the same aggregate principal amount and of any authorized denomination or denominations. Bonds may be exchanged at the principal corporate trust office of the Trustee for an equal aggregate principal amount of Bonds of any other authorized denomination or denominations of the same series with corresponding maturities. The City shall execute and the Trustee shall authenticate and deliver Bonds which the Bondholder making the exchange is entitled to receive, bearing numbers not contemporaneously then outstanding. The execution by the City of any Bond of any denomination shall constitute full and due authorization of such denomination and the Trustee shall thereby be authorized to authenticate and deliver such Bond. Such transfers of registration or exchanges of Bonds shall be without charge to the Holders of such Bonds, but any taxes or other governmental charges required to be paid with 19 4814-1221-9285.6 respect to the same shall be paid by the Holder of the Bond requesting such transfer or exchange as a condition precedent to the exercise of such privilege. The Trustee shall not be required to transfer or exchange any Bond during the period from and including a Record Date to the next succeeding interest payment date of such Bond nor to transfer or exchange any Bond after the mailing of notice calling such Bond for redemption has been made, and prior to such redemption. If the Securities Depository or its nominee is the sole registered owner of the Bonds, transfers of ownership and exchanges shall be effected on the records of the Securities Depository and its Participants pursuant to rules and procedures established by the Securities Depository and its Participants. In such case, the Trustee shall deal with the Securities Depository as representative of the Beneficial Owners of the Bonds for purposes of exercising the rights of Bondholders hereunder, and the rights of the Beneficial Owners of such Bonds held by the Securities Depository or its nominee shall be limited to those established by law and agreements between such Beneficial Owners and the Securities Depository and its Participants. Requests, consents and directions from, and votes of, the Securities Depository or its nominee as representative shall not be deemed inconsistent if they are made with respect to different Participants or Beneficial Owners. Section 211. Cancellation. All Bonds surrendered for payment, redemption, transfer or exchange, if surrendered to the Trustee, shall be promptly cancelled by it, and, if surrendered to any person other than the Trustee, shall be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The City may at any time deliver to the Trustee for cancellation any Bonds previously authenticated and delivered hereunder, which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Trustee. All cancelled Bonds held by the Trustee shall be disposed of as directed by the City. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the City of any Bonds, the Trustee may, upon the written request of the City, in lieu of such cancellation and delivery, destroy such Bonds in the presence of any officer of the City (but only if the City shall so require), and deliver a certificate of such destruction to the City. Section 212. Additional Bonds. To the extent authority remains under the Election Ordinance, the City may issue from time to time one or more series of Additional Bonds for the purpose of (i) financing Project Costs in connection with any of the Projects, (ii) refunding the Series 2019A Bonds, Series 2019B Bonds or any series of Additional Bonds, in whole or in part, or (iii) any combination thereof. Additional Bonds shall be secured equally and ratably with the Series 2019 Bonds and any other series of Additional Bonds theretofore issued and then Outstanding, except insofar as any terms or conditions of redemption or purchase established under this Indenture may afford additional benefit or security for the Bonds of any particular series and except for the security afforded by any municipal bond insurance obtained with respect to a particular series of Bonds. Before any Additional Bonds are authenticated, there shall be delivered to the Trustee the items required for the issuance of Bonds by Section 208 hereof, plus a Certificate of the Finance Director of the City (in the form attached as Exhibit E hereto) certifying that, based upon the 20 4814-1221-9285.6 most recent twelve (12) months of Sales and Use Tax collections, (i) receipts of the Sales and Use Tax were not less than 150% of the maximum Annual Debt Service on all then Outstanding Bonds and Subordinate Obligations, plus the Additional Bonds then proposed to be issued. For the purpose of making the aforementioned certifications in connection with the issuance of Additional Bonds, receipts of the Existing Tax may be included in total receipts of the Sales and Use Tax for all or any portion of the most recent twelve (12) month period during which the Sales and Use Tax was not being collected. The aggregate principal amount of Additional Bonds that may be issued is limited to $89,340,000, except for refunding bonds issued hereunder. Notwithstanding anything herein to the contrary, no Additional Bonds shall be issued unless there is no default at the time of issuance under this Indenture. Section 213. Superior Obligations Prohibited. Except to the extent permitted in Section 212 hereof for the issuance of Additional Bonds, from and after the issuance of any of the Bonds and for so long as any of the Bonds are Outstanding, the City shall not create or permit the creation of any indebtedness, or issue any bonds, notes, warrants, certificates or other obligations or evidences of indebtedness payable in any manner from the receipts of the Sales and Use Tax or otherwise from the Trust Estate which (i) will in any way be superior to or rank on a parity with the Bonds, or (ii) will in any way be secured by a lien and charge on the receipts of the Sales and Use Tax or on the moneys deposited in or to be deposited in the Revenue Fund, prior to or equal with the lien, pledge and charge created herein for the security of the Bonds, or (iii) will be payable prior to or equal with the payments to be made from the receipts of the Sales and Use Tax and the Revenue Fund into the Bond Fund and Redemption Fund or from said Bond Fund and Redemption Fund for the payment of the Bonds. Section 214. Subordinate Obligations. Nothing in this Indenture shall prevent the City from authorizing and issuing bonds, notes, bond anticipation notes, warrants, certificates or other obligations or evidences of indebtedness, the payment of the principal of and premium, if any, and interest on which shall be made from receipts of the Sales and Use Tax, provided payments from such Sales and Use Tax receipts, and the lien and charge on such Sales and Use Tax receipts, shall be made junior and subordinate to the lien, pledge and charge created herein for the security and payment of the Bonds and other payments under this Indenture. Before any Subordinate Obligations are issued, there shall be delivered to the Trustee a Certificate of the Finance Director of the City (in substantially the form attached as Exhibit E hereto) certifying that, based upon the most recent twelve (12) months of Sales and Use Tax collections, (i) receipts of the Sales and Use Tax were not less than 100% of the maximum Annual Debt Service on all then Outstanding Bonds and Subordinate Obligations, plus the Subordinate Obligations then proposed to be issued. Notwithstanding anything herein to the contrary, no Subordinate Obligations shall be issued unless there is no default at the time of issuance under this Indenture. Section 215. Temporary Bonds. Until Bonds in definitive form are ready for delivery, the City may execute, and upon the request of the City, the Trustee shall authenticate and deliver, subject to the provisions, limitations and conditions set forth herein, one or more Bonds in temporary form, whether printed, typewritten, lithographed or otherwise produced, substantially in the form of the definitive Bonds, with appropriate omissions, variations and insertions, and in 21 4814-1221-9285.6 authorized denominations. Until exchanged for Bonds in definitive form, such Bond in temporary form shall be entitled to the lien and benefit of this Indenture. Upon the presentation and surrender of any Bond or Bonds in temporary form, the City shall, without unreasonable delay, prepare, execute and deliver to the Trustee and the Trustee shall authenticate and deliver, in exchange therefor, a Bond or Bonds in definitive form. Such exchange shall be made by the Trustee without making any charge therefor to the Holder of such Bond in temporary form. Section 216. Book -Entry Bonds; Securities Depository. The Bonds shall initially be registered to Cede & Co., the nominee for The Depository Trust Company, New York, New York (the "Securities Depository"), and no Beneficial Owner will receive certificates representing their respective interests in the Bonds, except in the event the Trustee issues replacement bonds as provided in this Section 216. It is anticipated that during the term of the Bonds, the Securities Depository will make book -entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Bonds to the Participants until and unless the Trustee authenticates and delivers replacement bonds to the Beneficial Owners as described in the following paragraph. If the City or the Trustee determines (A) that the Securities Depository is unable to properly discharge its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (C) that the continuation of a Book -Entry System to the exclusion of any Bonds being issued to any Bondholder other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, or (2) if the Trustee receives written notice from Participants representing interests in not less than 50% of the Bonds Outstanding, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a Book -Entry System to the exclusion of any Bonds being issued to any Bondholder other than Cede & Co. is no longer in the best interests of the Beneficial Owners of the Bonds, then the Trustee shall notify the Bondholders of such determination or such notice and of the availability of certificates to Bondholders requesting the same, and the Trustee shall register in the name of and authenticate and deliver replacement bonds to the Beneficial Owners or their nominees in principal amounts representing the interest of each; provided, that in the case of a determination under (A) or (B) of this paragraph, the City or the Trustee may select a successor securities depository in accordance with the following paragraph to effect book -entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository has possession of at least one Bond. Upon the issuance of replacement bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such replacement bonds. If the Securities Depository resigns and the City, the Trustee or Bondholders are unable to locate a qualified successor of the Securities Depository in accordance with the following paragraph, then the Trustee shall authenticate and cause delivery of replacement bonds to Bondholders, as provided herein. The Trustee may rely conclusively on information from the Securities Depository and its Participants as to the names and addresses of the Beneficial Owners of the Bonds. The cost of printing, registration, authentication, and delivery of replacement bonds shall be paid for by the City. 22 4814-1221-9285.6 In the event the Securities Depository resigns, is unable to properly discharge its responsibilities, or is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the City may appoint a successor Securities Depository provided the Trustee receives written evidence satisfactory to the Trustee with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Trustee upon its receipt of a Bond or Bonds for cancellation shall cause the delivery of Bonds to the successor Securities Depository in appropriate denominations and form as provided herein. ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY Section 301. Redemption of Series 2019 Bonds. The Series 2019 Bonds shall be subject to redemption prior to maturity as follows: (a) The Series 2019A Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor Project, the Police Facilities Project or the Firefighting Facilities Project, which moneys shall be transferred to the Redemption Fund pursuant to Section 502 hereof. (b) The Series 2019B Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Economic Development Project, which moneys shall be transferred to the Redemption Fund pursuant to Section 502 hereof. (c) The Series 2019A Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Surplus Tax Receipts deposited in the Redemption Fund pursuant to Section 503 hereof. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. The Series 2019B Bonds shall not be subject to redemption from Surplus Tax Revenues. (d) The Series 2019A Bonds are subject to redemption with funds from any source, at the option of the City, communicated in a written notice to the Trustee not less than sixty (60) 23 4814-1221-9285.6 days prior to the date fixed for redemption, in whole or in part on any date on or after November 1, 2026, in such maturities as shall be selected by the City and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. (e) The Series 2019A Bonds maturing on November 1, 2029 are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and principal amounts set forth below at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. Year Principal Amount 2027 $8,265,000 2028 8,440,000 2029 (maturity) 8,625,000 (f) The Series 2019A Bonds maturing on November 1, 2032 are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and principal amounts set forth below at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. Year Principal Amount 2030 $8,780,000 2031 8,945,000 2032 (maturity) 9,080,000 (g) The Series 2019A Bonds maturing on November 1, 2035 are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and principal amounts set forth below at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. Year Principal Amount 2033 $9,250,000 2034 9,400,000 2035 (maturity) 9,550,000 At its option, to be exercised on or before the 45"' day next preceding any mandatory sinking fund redemption date for any Series 2019A Bonds maturing November 1, 2029, 2032 or 2035 (the "Term Bonds"), the City may deliver to the Trustee for cancellation Term Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Term Bond, or portion thereof, so delivered or previously redeemed (otherwise than through mandatory sinking fund redemption) and cancelled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the City with respect to each such Term Bond on such mandatory sinking fund redemption date, and any excess over such amount shall be credited on future mandatory sinking fund redemption obligations with respect to such Term Bond in chronological order, and the principal amount of the corresponding Term Bonds so to be redeemed shall be accordingly reduced. 24 4814-1221-9285.6 Section 302. Notice. Notice of the call for any redemption, identifying the Bonds or portions thereof being called and the date on which they shall be presented for payment, shall be mailed by the Trustee by first class mail (or, so long as the Securities Depository or its nominee is the sole registered owner of the Bonds, by any other means acceptable to the Securities Depository, including facsimile) to the registered owner of each such Bond addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceeding for the redemption of any Bond with respect to which no such failure or defect has occurred. Any notice mailed as provided in this Section 302 shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. Section 303. Selection of Bonds to be Redeemed. If less than all of the Bonds of like series, maturity, interest rate and otherwise identical payment terms shall be called for redemption, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the Trustee in such manner as the Trustee in its discretion may deem fair and appropriate; provided, however, that the portion of any Bond of a denomination of larger than the minimum denomination may be redeemed in the principal amount of such minimum denomination or a multiple thereof, and that for purposes of selection and redemption, any such Bond of a denomination larger than the minimum denomination shall be considered to be that number of separate Bonds of such minimum denomination which is obtained by dividing the principal amount of such Bond by such minimum denomination. So long as the Securities Depository or its nominee is the sole registered owner of a series of Bonds, the procedures established by the Securities Depository shall control with respect to the selection of the particular Bonds of such series to be redeemed. Section 304. Surrender of Bonds Upon Redemption. Notice having been given in the manner and under the conditions hereinabove provided, and moneys for payment of the redemption price being held by the Trustee as provided in this Indenture (i) the Bonds or portions of Bonds so called for redemption shall, on the date fixed for redemption designated in such notice, become due and payable at the redemption price provided for redemption of such Bonds, and interest on such Bonds or portions of Bonds so called for redemption shall cease to accrue, (ii) upon surrender of the Bonds or portions of Bonds so called for redemption in accordance with such notice, such Bonds or portions of Bonds shall be paid at the applicable redemption price, (iii) such Bonds or portions of Bonds shall cease to be entitled to any lien, benefit or security under this Indenture, and (iv) the owners of said Bonds or portions of Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. Section 305. Redemption in Part. Any Bond which is to be redeemed only in part shall be surrendered to the Trustee (with, if the City or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the City and the Trustee duly executed by, the owner thereof or his attorney duly authorized in writing), and the appropriate officials of the City shall execute and the Trustee shall authenticate and deliver to the owner of such Bond, without service charge, a new Bond or Bonds of the same series, of any authorized denomination or denominations, having the same maturity and interest rate as requested by such owner, in 25 4814-1221-9285.6 aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Section 306. Redemption of Additional Bonds. Additional Bonds may be made subject to optional, extraordinary and mandatory sinking fund redemption, in whole or in part, in such manner, at such times and at such prices as may be provided in the Supplemental Indenture providing for their issuance. ARTICLE IV GENERAL COVENANTS AND REPRESENTATIONS Section 401. Payment of Principal, Premium, if any, and Interest. The City covenants that it will promptly pay or cause to be paid the principal of and premium, if any, and interest on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in the Bonds according to the true intent and meaning thereof. The principal, premium, if any, and interest (except interest paid from the proceeds from the sale of the Bonds and accrued interest) are payable solely from the Trust Estate which is hereby specifically pledged to the payment thereof in the manner and to the extent herein specified, and nothing in the Bonds or this Indenture should be considered as assigning or pledging any funds or assets of the City other than the Trust Estate. Anything in this Indenture to the contrary notwithstanding, it is understood that whenever the City makes any covenants involving financial commitments it pledges no funds or assets other than the Trust Estate in the manner and to the extent herein specified, but nothing herein shall be construed as prohibiting the City from using any other funds or assets. The City covenants to use due diligence in causing the collection of the Sales and Use Tax. Section 402. Performance of Covenants. The City covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder, and in all ordinances pertaining hereto. The City covenants that it is duly authorized under the Constitution and laws of the State of Arkansas, including particularly and without limitation Amendment 62 and the Act, to issue the Bonds authorized hereby and to execute this Indenture and to make the pledge of the receipts of the Sales and Use Tax and to make the covenants in the manner and to the extent herein set forth, that all action on its part for the issuance of the Bonds and the execution and delivery of this Indenture has been duly and effectively taken, and that the Bonds in the hands of the Holders and owners thereof are and will be valid and enforceable obligations of the City according to the import thereof. Section 403. Instruments of Further Assurance. At any and all times the City shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, ordinances, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, pledging, assigning and confirming of all and singular the receipts from the Sales and Use Tax and all other moneys hereby pledged or assigned, or intended so to be, or which the City may become bound to pledge or assign. 26 4814-1221-9285.6 Section 404. Recordation and Filing. To the extent necessary, the City covenants that it will cause this Indenture, such security agreements, financing statements, and all supplements thereto and other instruments as may be required from time to time to be kept, to be recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect the security of the owners of the Bonds and the rights of Trustee hereunder, and to perfect the security interest created by this Indenture. Section 405. Inspection of Books. The City shall keep proper books of record and account (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to the Projects and the Funds and Accounts established by this Indenture. Section 406. Tax Covenants. The City shall not use or permit the use of any Bond proceeds or any other funds of the City, directly or indirectly, in any manner, and will not take or permit to be taken any other action or actions which would adversely affect the exclusion of interest on any Bond from gross income for federal income tax purposes. No part of the proceeds of the Bonds shall at any time be used, directly or indirectly, to acquire securities or obligations the acquisition of which would cause any of such Bonds to be an "arbitrage bond" as defined in Sections 148(a) and (b) of the Code. The City agrees that so long as any of the Bonds remain Outstanding, it will comply with the provisions of each applicable Tax Regulatory Agreement. Section 407. Trustee's and Paying Agent's Fees and Expenses. Subject to the provisions of Section 902 hereof, the City hereby agrees and covenants to make payments for the fees, expenses and charges of the Trustee and Paying Agent, if any, as authorized and provided by this Indenture. The City is to make payments on statements rendered by the Trustee and Paying Agent either (i) directly to the Trustee and Paying Agent or (ii) pursuant to Section 503(b) hereof. Section 408. Construction of Projects; Certification of Completion Dates. The City hereby covenants to use its best efforts to acquire, construct and equip each portion of the Projects being financed with proceeds of the Bonds with all reasonable dispatch and to use its best efforts to cause the acquisition, construction and equipping of such portion of each Project to be completed as soon as may be practicable, but in any case within a period not to exceed three years after the issuance of the applicable series of Bonds, delays caused by force majeure only excepted, but if for any reason such acquisition, construction and equipping is not completed within said period, there shall be no diminution or postponement of payments required hereunder to be made by the City. Promptly after each such Completion Date, the City shall submit to the Trustee the certificate of the City's Finance Director which shall specify the Completion Date and shall state that acquisition, construction and equipping of the portion of the Project being financed with a particular series of Bond proceeds has been completed and the Project Costs have been paid, except for any Project Costs which have been incurred but are not then due and payable, or the liability for the payment of which is being contested or disputed by the City, and for the payment of which the Trustee is directed to retain specified amounts of moneys in the Project Fund. Notwithstanding the foregoing, such certificate may state that it is 27 4814-1221-9285.6 given without prejudice to any rights against third parties which exist at the date thereof or which may subsequently come into being. Section 409. Encumbrances. The City covenants that it will not create or suffer to be created any lien or charge upon the Trust Estate, except in accordance with the provisions of this Indenture. Section 410. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of each Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture to the contrary, failure of the City or the Trustee to comply with a Continuing Disclosure Agreement shall not be considered an Event of Default hereunder; however, the Trustee may (and at the request of the Original Purchaser of a series of Bonds or the Beneficial Owners of at least 25% in aggregate Outstanding principal amount of such series of Bonds, and upon being indemnified to its satisfaction, shall) or any Beneficial Owner may seek specific performance by court order, to cause the City to comply with its obligations under this Section 410. For purposes of this Section 410 only, "Beneficial Owner" shall mean any Person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including Persons holding Bonds through nominees, depositories or other intermediaries) or (b) is treated as the owner of Bonds for federal income tax purposes. ARTICLE V FUNDS AND DEPOSITS Section 501. Creation of Funds and Accounts. (a) There are hereby created and established the following Funds and Accounts: (i) Project Fund, and a Streets Project Account, Trails Project Account, Drainage Project Account, Parks Project Account, City Facilities Project Account, Arts Corridor Project Account, Police Facilities Project Account, Firefighting Facilities Project Account and Economic Development Project Account therein; therein. - (ii) Revenue Fund; (iii) Bond Fund, and an Interest Account and a Principal Account (iv) Redemption Fund; (v) Cost of Issuance Fund; and (vi) Rebate Fund. 28 4814-1221-9285.6 (b) All Funds and Accounts shall be held by the Trustee, which shall hold and maintain said Funds and Accounts in trust, for the use and benefit of the Bondholders and the City, but subject to the permitted applications expressed herein. Section 502. Project Fund. (a) The Trustee shall deposit portions of the proceeds of the Series 2019B Bonds and Series 2019B Bonds to the credit of various Accounts in the Project Fund in accordance with the written directions of the City given as provided in Section 208 of this Indenture. (b) Moneys credited to the Project Fund shall be expended only as set forth in this Section 502. (c) Amounts in each Account of the Project Fund shall be expended and applied only for the payment of Project Costs related to the applicable Project. Disbursements shall be made from the Project Fund on the basis of consecutively numbered Requisitions in the form attached hereto as Exhibit C signed by an Authorized Representative. Requisitions may be submitted to the Trustee by certified mail, first class mail, by facsimile transmission or by electronic mail. If the Trustee deems that a Requisition submitted by the City is sufficient pursuant to this Section 502, the amount requested thereunder shall be disbursed in payment of the Project Costs set forth therein, or in reimbursement of such Project Costs, within two (2) business days of the date of receipt of such Requisition by the Trustee. Each Requisition shall specify: (i) the particular Project to which it relates; (ii) the name of the person or party to whom payment is to be made and the purpose of the payment; (iii) the amount to be paid thereunder; (iv) that such amount has not been previously paid by the City and is justly due and owing to the person(s) named therein as a proper payment or reimbursement of a Project Cost; and (v) that no Event of Default exists under the Indenture and that, to the knowledge of the Authorized Representative, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. (d) The Trustee shall keep full and complete records concerning and reflecting all disbursements from the Project Fund and shall file an accounting of said disbursements if and when requested by the City. The Trustee shall only make payments from the Project Fund pursuant to and in accordance with Requisitions. In making payments from the Project Fund, the Trustee may rely on any Requisitions delivered to it pursuant to this Section 502, and the Trustee shall be relieved of all liability relating to payments made in accordance with such Requisitions and any supporting certificate or certificates requested by the Trustee without physical inspection of the applicable Project. 29 4814-1221-9285.6 Within ninety (90) days following completion of the portion of a Project being financed with a particular series of Bonds, the City shall deliver to the Trustee its Certificate stating that the applicable portion of such Project is complete and the Trustee shall transfer the remaining moneys in the applicable Account of the Project Fund relating to such series of Bonds (save and except moneys needed to satisfy unpaid Project Costs) to the Redemption Fund for application to the retirement of Bonds by redemption or purchase, as provided by Section 301(a) and (b) and Section 506 hereof. (e) Upon the occurrence and continuance of an Event of Default or the occurrence and continuance of an event which with notice or lapse of time or both would constitute an Event of Default, amounts on deposit in the Project Fund shall not be disbursed but shall instead be applied to the payment of Debt Service or the redemption price of the Bonds. Section 503. Revenue Fund. (a) There shall be deposited to the credit of the Revenue Fund, as and when received, all receipts derived from the Sales and Use Tax. For the purposes of financial reporting by the City with respect to the Sales and Use Tax, "receipts" and "revenues" shall have the same meaning. (b) Upon receipt, but in no event later than the last day of each month in which receipts of the Sales and Use Tax are deposited in the Revenue Fund, commencing no later than August 31, 2019, there shall be transferred from the Revenue Fund, in the following order, the amounts set forth below: FIRST: For deposit to the Interest Account of the Bond Fund, an amount equal to one -sixth (116) of the interest on the Outstanding Bonds due on the next interest payment date (provided, however, with respect to the deposits to be made to the Interest Account during the months of August, 2019 through April, 2020, such deposits shall be in an amount equal to one -ninth (1/9) of the interest due on the Series 2019 Bonds on May 1, 2020); SECOND: For deposit to the Principal Account of the Bond Fund, an amount equal to one -twelfth (1/12) of the next scheduled principal maturity of Outstanding Bonds (including mandatory sinking fund redemptions) (provided, however, with respect to the Series 2019 Bonds, such deposits shall not commence until November, 2019); THIRD: For deposit to the Rebate Fund, an amount sufficient to satisfy the City's obligations under Section 507 hereof; FOURTH: For payment to the Trustee and Paying Agent, the amount, if any, necessary to pay or reimburse the Trustee and Paying Agent for fees and expenses related to the Bonds; and FIFTH: All remaining moneys ("Surplus Tax Receipts") will be transferred to the Redemption Fund and shall be applied to call Bonds for redemption prior to maturity as provided in Section 301(c) and Section 506 hereof. 30 4814-1221-9285.6 (c) Required deposits into the Accounts of the Bond Fund shall be reduced by investment earnings, if any, in said Fund and Accounts and, with respect to required deposits to the Interest Account of the Bond Fund only, by any accrued interest deposited to the Interest Account of the Bond Fund upon the initial sale of a series of Bonds. In the event there shall be insufficient moneys in the Revenue Fund in a particular month to make the required transfers described above, then any deficiencies shall be added to the required deposits during the next month. Section 504. Bond Fund. (a) There shall be deposited to the credit of the appropriate Account of the Bond Fund all moneys required to be transferred thereto pursuant to Sections 208, 503, 505, 506 and 508 of this Indenture and all other moneys received for said Fund. (b) Moneys credited to the Bond Fund shall be expended only as set forth in this Section 504. (c) (i) On each interest payment date for any of the Bonds Outstanding, the Trustee shall pay out of moneys credited to the Interest Account of the Bond Fund the amounts required for the payment of interest on the Bonds due on such date, and on each redemption date, the amounts required for the payment of accrued interest on Bonds then to be redeemed or purchased unless the payment of such accrued interest shall be otherwise provided for, and such amounts shall be applied to such payments. (ii) On each principal payment or redemption date for any of the Bonds Outstanding, the Trustee shall pay out of moneys credited to the Principal Account of the Bond Fund the amounts required for the payment of principal and premium, if any, due on the Bonds on such date and such amounts shall be applied to such payments. (iii) If there shall be insufficient moneys in the Bond Fund to pay in full interest, principal or premium, if any, due on the Bonds on any interest or principal payment or redemption date, the Trustee shall, one day prior to such date, transfer an amount equal to the deficiency into the appropriate Account of the Bond Fund from the Funds indicated in the following order: FIRST: the Revenue Fund; and SECOND: the Redemption Fund. (d) All payments made pursuant to this Section 504 shall be made in immediately available funds. Section 505. Cost of Issuance Fund. There shall be deposited to the credit of the Cost of Issuance Fund all moneys received for said Fund pursuant to Section 208 hereof. The Trustee shall pay those Costs of Issuance as directed by the City pursuant to a Certificate delivered on a Closing Date. After all Costs of Issuance have been paid (and in any event not later than 31 4814-1221-9285.6 December 1, 2019 with respect to the Series 2019 Bonds), any remaining moneys in the Cost of Issuance Fund shall be transferred to the Interest Account of the Bond Fund. Section 506. Redemption Fund. (a) There shall be deposited to the credit of the Redemption Fund all moneys required to be transferred thereto pursuant to Section 502 and Section 503 of this Indenture. (b) Moneys credited to the Redemption Fund shall be expended only as set forth in this Section 506. (c) Moneys in the Redemption Fund shall be transferred to the Principal Account of the Bond Fund at such times as may be necessary to effectuate, on the first available date, redemptions of Bonds required by Section 301(a), (b) and (c) of this Indenture. All Surplus Tax Receipts shall be allocated ratably (based on relative outstanding principal amounts) to the redemption of the Series 2019A Bonds, Series 2019B Bonds and any series of Additional Bonds. (d) The amounts accumulated in the Redemption Fund, if so directed by the City by means of a Certificate delivered to the Trustee, shall be applied by the Trustee to the purchase of Bonds of the maturities which would otherwise be redeemed pursuant to Section 301(a), (b) and (c) and this Section 506 but for the provisions of this subsection (d), at prices directed by the City not exceeding the applicable redemption prices of the Bonds which would be redeemed but for the operation of this sentence. Interest accrued on the Bonds so purchased shall be paid from moneys credited to the Interest Account of the Bond Fund. Section 507. Rebate Fund. (a) The Trustee shall establish and maintain, separate and apart from any other Funds and Accounts established and maintained hereunder, a Fund to be designated as the Rebate Fund, which Fund is not pledged to the payment of any Bonds. Subject to the transfer provisions provided in subsection (c) below, all moneys at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Amount (as defined in each Tax Regulatory Agreement), for payment to the United States of America, and neither the City nor the Owner of any Bond shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section 507, by Section 406, and by each Tax Regulatory Agreement (which are incorporated herein by reference). (b) As provided in Section 503(b) hereof, there shall be deposited in the Rebate Fund the amount of all income or gain on moneys deposited in any of the Funds and Accounts established by this Indenture which is required to be rebated to the United States and is designated for deposit therein, as calculated by the City to be owing to the United States pursuant to the Tax Regulatory Agreement, which shall be delivered by the City concurrently with the issuance of a series of Bonds. 32 4814-1221-9285.6 (c) The Trustee, upon receipt of written instructions from the Mayor or Finance Director of the City, shall pay to the United States out of amounts in the Rebate Fund such amounts as are required pursuant to each Tax Regulatory Agreement. (d) Any moneys remaining in the Rebate Fund after payment to the United States, within sixty (60) days after the date on which the last Bond is redeemed, of one hundred percent (100%) of the rebate amount as described in Section 148(f)(2) of the Code, shall be transferred to the Revenue Fund. (e) The Trustee, as instructed by Certificate of the City, shall invest all amounts held in the Rebate Fund in Investment Securities, subject to the restrictions set forth in the applicable Tax Regulatory Agreement. Money shall not be transferred from the Rebate Fund except as provided in subsection (c). (f) Notwithstanding any other provision of this Indenture, the obligation to remit the Rebate Amount to the United States and to comply with all other requirements of this Section 507, Section 406 and each Tax Regulatory Agreement shall survive the defeasance or payment in fall of the Bonds. Section 508. [RESERVED]. Section 509. Cessation of Fund Deposits. When the moneys in the Revenue Fund, the Bond Fund and the Redemption Fund shall be and remain sufficient to pay in full the principal and interest on all Bonds then Outstanding in accordance with Article VII of this Indenture, together with the required fees and expenses to be paid or reimbursed to the Trustee and any Paying Agent, the City shall have no further obligation to make further payments into said Funds. Pursuant to Arkansas Code Annotated Section 14-164-329(c)(2), the Sales and Use Tax shall be abolished on the first day of the calendar quarter subsequent to the expiration of ninety (90) days from the date there is filed with the Director of the Arkansas Department of Finance and Administration a written statement signed by the Mayor and the Trustee wherein either (a) the Trustee certifies that it has or will have sufficient funds on hand to pay the principal of and interest on the Bonds at maturity or upon redemption prior to maturity, and the Mayor certifies that the Sales and Use Tax is not pledged to any other indebtedness of the City, or (b) the Mayor certifies that there are no longer any Bonds outstanding payable from receipts of the Sales and Use Tax. Section 510. Separate Accounts Authorized. A Supplemental Indenture authorizing the issuance of Additional Bonds may provide for the creation of separate Accounts within the Bond Fund, Project Fund, Costs of Issuance Fund and Rebate Fund for such series of Bonds and such other Accounts as the City may direct; provided, that the creation of such separate Accounts shall be solely for the ease of administration and shall in no event affect the equal and ratable security of the Bonds of each series. If any Supplemental Indenture authorizing the issuance of Additional Bonds provides for the establishment of separate Accounts for a series of Bonds, then such Supplemental Indenture shall require that the receipts of the Sales and Use Tax received by the City shall be deposited 33 4814-1221-9285.6 pursuant to written direction of the City into each of the Accounts within the Bond Fund on the basis of the installments of principal, premium, if any, and interest on each series of Bonds during the applicable period, to the end that the Bonds of each series shall be equally and ratable secured by the receipts of the Sales and Use Tax. Any Supplemental Indenture authorizing the issuance of Additional Bonds may provide that any proceeds of such series of Bonds and investment earnings thereon remaining after some specified date, or after the construction of all facilities to be financed with the proceeds of such series of Bonds, shall be applied to the redemption of such series of Bonds. ARTICLE VI INVESTMENTS Section 601. Investment of Moneys. At the direction of the City or absent such direction, the Trustee shall invest moneys in Funds or Accounts held by the Trustee in Investment Securities with maturity or redemption dates consistent with the times at which said moneys will be required for the purposes provided in this Indenture. Moneys in separate Funds or Accounts may be commingled for the purpose of investment. Section 602. Investment Earnings. Subject to the provisions of the Tax Regulatory Agreement and Article V hereof, Investment Securities purchased with moneys held in or attributable to any Fund or Account held by the Trustee under the provisions of this Indenture shall be deemed at all times to be a part of such Fund or Account and the income or interest earned, profits realized or losses suffered by a Fund or Account due to the investment thereof shall be retained in, credited or charged, as the case may be, to such Fund or Account unless otherwise provided pursuant to this Indenture. Section 603. Valuation of Funds. In determining the value of any Fund or Account held by the Trustee under this Indenture, the Trustee shall credit Investment Securities at the fair market value thereof, as determined by the Trustee by any method selected by the Trustee in its reasonable discretion. No less frequently than annually, and in any event within thirty (30) days prior to the end of each Fiscal Year, the Trustee shall determine the value of each Fund and Account held hereunder and shall report such determination to the City. The Trustee shall sell or present for redemption any Investment Securities as necessary in order to provide money for the purpose of making any payment required hereunder, and the Trustee shall not be liable for any loss resulting from any such sale. Section 604. Responsibility of Trustee. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it at the direction of the City. 34 4814-1221-9285.6 ARTICLE VII DISCHARGE OF LIEN Section 701. Discharge of Lien. If the City shall pay or cause to be paid to the owners of the Bonds the principal, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein, and if the City shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it on its part, then these presents and the estate and rights hereby granted shall cease, determine and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture, and execute and deliver to the City such instruments in writing as shall be requisite to satisfy the lien hereof, and reconvey to the City the estate hereby conveyed, and assign and deliver to the City any property at the time subject to the lien of this Indenture which may then be in its possession, except moneys or Government Securities held by it for the payment of the principal of and premium, if any, and interest on the Bonds. Section 702. Bonds Deemed Paid. Any Bond shall be deemed to be paid within the meaning of this Article VII when payment of the principal of and premium, if any, and interest on such Bond (whether at maturity or upon redemption as provided in this Indenture, or otherwise), either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Government Securities (provided that such deposit will not affect the tax-exempt status of the interest on any of the Bonds or cause any of the Bonds to be classified as "arbitrage bonds" within the meaning of Section 148(a) of the Code, as reflected in an opinion of Bond Counsel delivered to the Trustee), maturing as to principal and interest in such amount and at such times as will provide sufficient moneys to make such payment, and all necessary and proper fees, compensation and expenses of the Trustee and any Paying Agent pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee and any said Paying Agent. In the case of any defeasance of Bonds pursuant to subsection (ii) above, the dates of redemption of such Bonds and the principal amounts and maturities of Bonds to be redeemed on such dates will be determined by taking into consideration the applicable mandatory redemption requirements with respect to the Bonds to be defeased and the receipts of the Sales and Use Tax for the most recent twelve months. Section 703. Non -Presentment of Bonds. In the event any Bonds shall not be presented for payment when the principal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof, if there shall have been deposited with the Trustee for that purpose, or left in trust if previously so deposited, funds sufficient to pay the principal thereof, and premium, if any, together with all interest unpaid and due thereon, to the due date thereof, for the benefit of the Holder thereof, all liability of the City to the Holder thereof for the payment of the principal thereof, premium if any, and interest thereon, shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability for interest thereon, for the benefit of the Holder of such 35 4814-1221-9285.6 Bonds, who shall thereafter be restricted exclusively to such fund or funds, for any claim of whatever nature on his part under this Indenture or on, or with respect to, the Bonds. ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 801. Events of Default. Each of the following events shall constitute and is referred to in this Indenture as an "Event of Default": (a) Default in the due and punctual payment of any interest on any Bond; (b) Default in the due and punctual payment of the principal of or premium, if any, on any Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof, or upon the maturity thereof by declaration; (c) Default in the payment of any other amount required to be paid under this Indenture or the performance or observance of any other of the covenants, agreements or conditions contained in this Indenture, or in the Bonds issued hereunder, and continuance thereof for a period of sixty (60) days after written notice specifying such failure and requesting that it be remedied shall have been given to the City by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of Bondholders of not less than 51% in aggregate principal amount of the Bonds then Outstanding, unless the Trustee, or the Trustee and Holders of an aggregate principal amount of Bonds not less than the aggregate principal amount of Bonds the Holders of which requested such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Trustee will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within such period and is being diligently pursued; (d) The filing of a petition in bankruptcy by or against the City under the United States Bankruptcy Code or the commencement of a proceeding by or against the City under any other law concerning insolvency, reorganization or bankruptcy; and (e) If the State has limited or altered the rights of the City pursuant to the Act, as in force on the date of this Indenture, to fulfill the terms of any agreements made with the Trustee or the Bondholders or in any way impaired the rights and remedies of the Trustee or the Bondholders while any Bonds are Outstanding. The term "default" as used in clauses (a), (b) and (c) above shall mean default by the City in the performance or observance of any of the covenants, agreements or conditions on its part contained in this Indenture or in the Bonds Outstanding hereunder, exclusive of any period of grace required to constitute a default an "Event of Default" as hereinabove provided. 36 4814-1221-9285.6 Section 802. Acceleration. Upon the occurrence of an Event of Default, the Trustee may, and upon the written request of the Holders of not less than 51 % in aggregate principal amount of Bonds Outstanding hereunder shall, by notice in writing delivered to the City, declare the principal of all Bonds then Outstanding, together with the interest accrued thereon, immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. Section 803. Other Remedies; Rights of Bondholders. Upon the occurrence of an Event of Default, the Trustee may, as an alternative, pursue any available remedy by suit at law or in equity, including, without limitation, mandamus to enforce the payment of the principal of and premium, if any, and interest on the Bonds then Outstanding hereunder. If an Event of Default shall have occurred, and if it shall have been requested so to do by the Holders of not less than 5 1 % in aggregate principal amount of Bonds Outstanding hereunder and if it shall have been indemnified as provided in Section 901(1) hereof, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred upon it by this Section 803 as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bondholders. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bondholders) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or Event of Default or acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any default or Event of Default hereunder, whether by the Trustee or by the Bondholders, shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereon. Section 804. Right of Bondholders to Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding hereunder shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceeding hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture. Section 805. Appointment of Receiver. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bondholders under this Indenture, the Trustee shall be entitled to the appointment of a receiver or receivers of the Trust Estate and of the tolls, rents, revenues, issues, 37 4814-1221-9285.6 earnings, income, products and profits thereof, including, without limitation, the receipts of the Sales and Use Tax, pending such proceedings with such powers as the court making such appointment shall confer. Section 806. Waiver. In case of an Event of Default on its part, as aforesaid, to the extent that such rights may then lawfully be waived, neither the City nor anyone claiming through the City or under the City shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or thereafter in force, in order to prevent or hinder the enforcement of this Indenture, but the City, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws and all right of appraisement and redemption to which it may be entitled under the laws of the State. Section 807. Application of Moneys. Available moneys remaining after discharge of costs, charges and liens prior to this Indenture shall be applied by the Trustee as follows: (a) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: First: To the payment to the Persons entitled thereto of all installments of interest then due, in the order of the maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege; Second: To the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due, and, if the amount available shall not be sufficient to pay in frill Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the Persons entitled thereto without any discrimination or privilege of any Bond over any other Bond and without preference or priority of principal over interest or of interest over principal; and Third: To the payment of the interest on and the principal of the Bonds, and to the redemption of Bonds, all in accordance with the provisions of Article V of this Indenture. (b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied first to the payment of the interest then due and unpaid upon the Bonds, and then to the payment of the principal then due and unpaid upon the Bonds, in each case without preference or priority of any 38 4814-1221-9285.6 Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article VIII then, subject to the provisions of paragraph (b) of this Section 807, in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of paragraph (a) of this Section 807. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section 807, such moneys shall be applied by it at such times, and from time to time, as it shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date and shall not be required to make payment to the Holder of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Section 808. Remedies Vested in Trustee. All rights of action (including the right to file proof of claim) under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee, without the necessity of joining as plaintiffs or defendants any Bondholders hereby secured, and any recovery of judgment shall be for the equal benefit of the Holders of all Outstanding Bonds. Section 809. Rights and Remedies of Bondholders. No Bondholder shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless a default has occurred of which the Trustee has been notified as provided in subsection (g) of Section 901, or of which by said subsection it is deemed to have notice, nor unless such default shall have become an Event of Default and the Holders of not less. than 51% in aggregate principal amount of Bonds Outstanding hereunder shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, nor unless also they have offered to the Trustee indemnity as provided in subsection (1) of Section 901, nor unless the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own naive; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture or for the appointment of a receiver or for any other remedy hereunder; it being understood and intended 39 4814-1221-9285.6 that no one or more Holders of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by action of the Holder or Holders or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, held and maintained in the manner herein provided for the equal benefit of the Holders of all Bonds Outstanding hereunder. Nothing in this Indenture contained shall, however, affect or impair the right of any Bondholders to enforce the payment of the principal of and premium, if any, and interest on any Bonds at and after the maturity thereof, or the obligation of the City to pay the principal of and premium, if any, and interest on each of the Bonds issued hereunder to the respective Holders thereof at the time and place in said Bonds expressed. Section 810. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the City and the Trustee shall be restored to their former positions and rights hereunder with respect to the property herein conveyed, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken, except to the extent the Trustee is legally bound by such adverse determination. Section 81.1. Waivers of Events of Default. The Trustee may, and upon the written request of the Holders of not less than 51% in principal amount of all Bonds Outstanding hereunder shall, waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal; provided, however, there shall not be waived any Event of Default described in clause (a) or (b) of the first paragraph of Section 801 hereof, unless prior to such waiver or rescission all arrears of principal (due otherwise than by declaration) and interest, and all expenses of the Trustee and Paying Agent, shall have been paid or provided for. In case of any such waiver or rescission the City, Trustee and the Bondholders shall be restored to their former positions and rights hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right subsequent thereon. ARTICLE IX TRUSTEE AND PAYING AGENTS Section 901. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts, but only upon and subject to the following expressed terms and conditions: (a) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trusts hereof and its duties hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. Reimbursement of such compensation paid by the Trustee is subject to the provisions of Section 902 hereof. The Trustee may act upon the opinion or advice of any 40 4814-1221-9285.6 attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care, or, if selected or retained by the City prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section 901, or of which by said subsection the Trustee is deemed to have notice, approved by the Trustee in the exercise of such care. The Trustee shall not be responsible for any loss or damage resulting from an action or nonaction in accordance with any such opinion or advice. (b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of authentication of the Trustee endorsed on such Bonds), or for the validity of the execution by the City of this Indenture or of any Supplemental Indentures or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value of the title of the property herein conveyed or otherwise as to the maintenance of the security hereof; except that in the event the Trustee enters into possession of a part or all of the property herein conveyed pursuant to any provision of this Indenture, it shall use due diligence in preserving such property; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions and agreements aforesaid as to the condition of the property herein conveyed. (c) The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee. (d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it, in the exercise of reasonable care, to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of the owner of any Bond secured hereby, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (e) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a Certificate of the City signed by its Mayor and attested by the City Clerk as sufficient evidence of the facts therein contained and, prior to the occurrence of a default of which it has been notified as provided in subsection (g) of this Section 901, or of which by that subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction, or action is necessary or expedient, but may at its discretion, at the reasonable expense of the City, in every case secure such further evidence as it may think necessary or advisable but shall in no case be bound to secure the same. The Trustee may accept a certificate of the City Clerk of the City under its seal to the effect that a resolution in the form therein set forth has been adopted by the City as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. 41 4814-1221-9285.6 (f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee, and the Trustee shall be answerable only for its own gross negligence or willful misconduct. (g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder (except for defaults under clause (a) or (b) of the first paragraph of Section 801 hereof as to which the Trustee shall be deemed to have notice) unless the Trustee shall be specifically notified in writing of such default by the City or by the Holders of at least 10% in aggregate principal amount of Bonds Outstanding hereunder, and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to the principal corporate trust office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no such default except as aforesaid. (h) [Reserved]. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the property herein conveyed, including all books, papers and records of the City pertaining to the receipts of the Sales and Use Tax and the Bonds, and to take such memoranda from and in regard thereto as may be desired. 0) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (lc) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of the City to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or the taking of any other action by the Trustee. (1) Before taking such action hereunder, the Trustee may require that it be furnished an indemnity bond satisfactory to it for the reimbursement to it of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the gross negligence or willful misconduct of the Trustee, by reason of any action so taken by the Trustee. Section 902. Fees, Charges and Expenses of Trustee and Paying Agents; Trustee's Prior Lien. (a) Subject to subsection (b) of this Section 902, the City shall, from moneys lawfully available therefor, pay to the Trustee and any Paying Agent reasonable compensation for all services performed hereunder and also all reasonable expenses, charges and other disbursements and those of their attorneys, agents and employees incurred in and about the 42 4814-1221-9285.6 administration and execution of the trusts hereby created and the performance of the powers and duties hereunder and, to the extent permitted by law and from moneys lawfully available therefor, shall indemnify and save the Trustee harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder. With respect to the Series 2019A Bonds, the Trustee's initial authentication fee shall be $13,500 and the administration fee of the Trustee shall be $10,000 annually, with an additional $500 annual fee for each Account within the Project Fund relating to a Project financed with proceeds of the Series 2019A Bonds prior to the final Completion Date with respect to any such Project. With respect to the Series 2019B Bonds, the Trustee's initial authentication fee shall be $2,000 and the administration fee of the Trustee shall be $1,500 annually, with an additional $500 annual fee prior to the final Completion Date with respect to the Economic Development Project. If the City shall fail to make any payment required by this subsection (a), the Trustee may make such payment from any moneys in its possession under the provisions of this Indenture and shall be entitled to a preference therefor over any of the Bonds Outstanding hereunder. The City shall not be required to indemnify the Trustee against any liabilities which the Trustee may incur as a result of negligent or wrongful acts or omissions of the Trustee. (b) The City shall pay to the Trustee compensation for its services as described in Section 902(a), provided that such compensation, together with all expenses, charges and other disbursements of the Trustee and its attorneys, agents and employees and all reimbursements to the Trustee for all costs and other disbursements as described in Section 901(a) hereof shall not exceed [$7,500] annually (not including the initial authentication fee) without the prior written approval of the City, which approval shall not be unreasonably withheld. If the Trustee wishes to consult with or retain counsel for any purpose hereunder whose anticipated fees, together with all other compensation, disbursements and reimbursements of the Trustee and its attorneys, agents and employees to be paid by the City hereunder, shall exceed [$10,000] annually, then such counsel shall have to be acceptable to the City and such fees shall have to be approved by the City as described above. Section 903. Additional Duties of Trustee. (a) In addition to the other duties of the Trustee described in this Indenture, it shall be the duty of the Trustee, on or before the tenth day of each month after the month in which the Series 2019 Bonds are delivered, to file with the City a statement setting forth in respect of the preceding calendar month: (i) the amount withdrawn or transferred by it and the amount deposited with it on account of each Fund and Account held by it under the provisions of this Indenture; (ii) the amount on deposit with it at the end of such month to the credit of each such Fund and Account; (iii) a brief description of all obligations held by it as an investment of moneys in each such Fund and Account; (iv) the amount applied to the purchase or redemption of Bonds under the provisions of this Indenture and a description of the Bonds or portions of Bonds so purchased or redeemed; and 43 4814-1221-9285.6 (v) any other information that the City may reasonably request, including, but not limited to, submittal of monthly statements of activity relating to the Bonds. Such information shall also be provided at the direction of the City to one additional designated entity. All records and files pertaining to each such Fund and Account in the custody of the Trustee hereunder shall be open at all reasonable times to the inspection of the City and its agents and representatives, and the City may make copies thereof. (b) The Trustee additionally shall be responsible for the preparation and timely distribution of any and all forms and reports required by law to all Bondholders, the State and the Internal Revenue Service in connection with the payment to the Bondholders of interest on the Bonds. Section 904. Notice to Bondholders of Default. If a default occurs of which the Trustee is pursuant to the provisions of Section 901(g) deemed to have or is given notice, the Trustee shall promptly make demand upon the City and give notice to each owner of Bonds then Outstanding. Section 905. Intervention by Trustee. In any judicial proceeding to which the City is a parry and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of Holders of Bonds issued hereunder, the Trustee may intervene on behalf of Bondholders and shall do so if requested in writing by the Holders of at least 51% of the aggregate principal amount of Bonds Outstanding hereunder. The rights and obligations of the Trustee under this Section 905 are subject to the approval of the court having jurisdiction in the premises. Section 906. Merger or Consolidation of Trustee. Any bank or trust company to which the Trustee may be merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any bank or trust company resulting from any such sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor trustee hereunder and vested with all of the title to the whole property or Trust Estate and all the trusts, powers, discretion, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed, or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that such successor trustee shall have capital and surplus of at least $40 million. Section 907. Resignation by Trustee. The Trustee and any successor trustee may at any time resign from the trusts hereby created by giving written notice to the City and the Bondholders, and such resignation shall take effect upon the appointment of a successor trustee by the Bondholders or by the City. Such notice may be served personally or sent by registered mail (to the City) or first class mail (to the Bondholders). Section 908. Removal of Trustee. The Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the Trustee and to the City, and 44 4814-1221-9285.6 signed by the Holders of not less than 51 % in aggregate principal amount of Bonds Outstanding hereunder. Section 909. Appointment of Successor Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by the court, a successor may be appointed by the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding hereunder, by an instrument or concurrent instruments in writing signed by such Holders, or by their attorneys in fact, duly authorized; provided, nevertheless, that in case of such vacancy the City by an instrument executed and signed by its Mayor and attested by its City Clerk under its seal, shall appoint a temporary trustee to fill such vacancy until a successor trustee shall be appointed by the Bondholders in the manner above provided. Any such temporary trustee appointed by the City shall immediately and without further act be superseded by the trustee appointed by such Bondholders. Every such temporary trustee and every such successor trustee shall be a trust company or bank in good standing, having capital and surplus of not less than $40 million. Section 910. Concerning Any Successor Trustee. Every successor or temporary trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the City an instrument in writing accepting such appointment hereunder, and thereupon such successor or temporary trustee, without any further act or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the City or of its successor trustee, execute and deliver an instrument transferring to such successor all the estate, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor trustee shall deliver all securities, moneys and any other property held by it as trustee hereunder to its successor. Should any instrument in writing from the City be required by any successor trustee for more fully and certainly vesting in such successor the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor trustee, any and all such instruments in writing shall, on request, be executed, acknowledged, and delivered by the City. Section 911. Reliance Upon Instruments. The resolutions, opinions, certificates and other instruments provided for in this Indenture may be accepted and relied upon by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for its actions taken hereunder. Section 912. Appointment of Co -Trustee. The City and the Trustee shall have power to appoint, and upon the request of the Trustee the City shall for such purpose join with the Trustee in the execution of all instruments necessary or proper to appoint, another corporation or one or more Persons approved by the Trustee, either to act as co -trustee or co -trustees jointly with the Trustee of all or any of the property subject to the lien hereof, with such powers as may be provided in the instrument of appointment and to vest in such corporation or Person or Persons as such co -trustee any property, title, right or power deemed necessary or desirable. In the event that the City shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such 45 4814-1221-9285.6 appointment. Should any deed, conveyance or instrument in writing from the City be required by the co -trustee so appointed for more fully and certainly vesting in and confirming to such co - trustee such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the City. Every such co -trustee shall, to the extent permitted by law, be appointed subject to the following provisions and conditions, namely: (1) The Bonds shall be authenticated and delivered, and all powers, duties, obligations and rights conferred upon the Trustee in respect of the custody of all money and securities pledged or deposited hereunder, shall be exercised solely by the Trustee; and (2) The Trustee, at any time by an instrument in writing, may remove any such separate Trustee or co -trustee. Every instrument, other than this Indenture, appointing any such co -trustee shall refer to this Indenture and the conditions of this Article IX expressed, and upon the acceptance in writing by such co -trustee, the co -trustee shall be vested with the estate or property specified in such instrument, jointly with the Trustee (except insofar as local law makes it necessary for any separate trustee to act alone), subject to all the trusts, conditions and provisions of this Indenture. Any such co -trustee may at any time, by an instrument in writing, constitute the Trustee as the co -trustee's agent or attorney -in -fact with full power and authority, to the extent authorized by law, to do all acts and things and exercise all discretion authorized or permitted by the co -trustee, for and on behalf of the co -trustee and in the co -trustee's name. In case any co -trustee shall die, become incapable of acting, resign or be removed, all the estate, properties, rights, powers, trusts, duties and obligations of said co -trustee shall vest in and be exercised by the Trustee until the appointment of a new trustee or a successor to such co -trustee. Section 913. Designation and Succession of Paying Agents. The Trustee and any other banks or trust companies designated as Paying Agent or Paying Agents in any Supplemental Indenture or in an instrument appointing a successor Trustee shall be the Paying Agent or Paying Agents for the Bonds. Any bank or trust company with which or into which any Paying Agent may be merged or consolidated, or to which the assets and business of such Paying Agent may be sold, shall be deemed the successor of such Paying Agent for the purposes of this Indenture. If the position of Paying Agent shall become vacant for any reason, the City shall, within thirty (30) days thereafter, appoint such bank or trust company as shall be specified by the City as such Paying Agent to fill such vacancy; provided, however, that, if the City shall fail to appoint such Paying Agent within said period, the Trustee shall make such appointment. The Paying Agents shall enjoy the same protective provisions in the performance of its duties hereunder as are specified in Section 901 hereof with respect to the Trustee insofar as such provisions may be applicable. 46 4814-1221-9285.6 ARTICLE X SUPPLEMENTAL INDENTURES Section 1001. Supplemental Indentures Not Requiring Consent of Bondholders. The City and the Trustee may, from time to time and at any time, without the consent of or notice to the Bondholders, enter into Supplemental Indentures as follows: (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (b) to grant to or confer or impose upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority, security, liabilities or duties which may lawfully be granted, conferred or imposed and which are not contrary to or inconsistent with this Indenture as theretofore in effect, provided that no such additional liabilities or duties shall be imposed upon the Trustee without its consent; (c) to add to the covenants and agreements of, and limitations and restrictions upon, the City in this Indenture other covenants, agreements, limitations and restrictions to be observed by the City which are not contrary to or inconsistent with this Indenture as theretofore in effect; (d) to confirm, as further assurance, any pledge under, and the subjection to any claim, lien or pledge created or to be created by, this Indenture, of the Trust Estate or of any other moneys, securities or funds; (e) to comply with the requirements of the Trust Indenture Act of 1939, as from time to time amended; (f) to authorize the issuance and sale of one or more series of Additional Bonds; (g) to make such additions, deletions or modifications as may be necessary to assure compliance with Section 148(f of the Code relating to required rebate to the United States or otherwise as may be necessary to assure exemption from federal income taxation of interest on the Bonds; or (h) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the Bondholders and which does not involve a change described in clause (a), (b), (c), (d), (e) or (f) of Section 1002 hereof and which, in the judgment of the Trustee, is not to the prejudice of the Trustee. Section 1002. Supplemental Indentures Requiring Consent of Bondholders. Subject to the terms and provisions contained in this Section 1002, and not otherwise, the Holders of not less than 2/3 in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the City and the Trustee of such indenture or indentures 47 4814-1221-9285.6 supplemental hereto as shall be deemed necessary and desirable by the City for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture; provided, however, that nothing herein contained shall permit or be construed as permitting (a) an extension of the maturity (or mandatory redemption date) of the principal of or the interest on any Bond issued hereunder, or (b) a reduction in the principal amount of or redemption premium or rate of interest on any Bond issued hereunder, or (c) the creation of any lien on the Trust Estate or any part thereof, except as hereinbefore expressly permitted, or (d) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Indenture, or (f) depriving the Holder of any Bond then Outstanding of the lien hereby created on the Trust Estate. Nothing herein contained, however, shall be construed as making necessary the approval of Bondholders of the execution of any Supplemental Indenture as provided in Section 1001 of this Article X. If, at any time the City shall request the Trustee to enter into any Supplemental Indenture for any of the purposes of this Section, the Trustee shall, at the expense of the City, cause notice of the proposed execution of such Supplemental Indenture to be mailed by first class mail to each registered owner of the Bonds. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the principal office of the Trustee for inspection by Bondholders. The Trustee shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail such notice, and any such failure shall not affect the validity of such Supplemental Indenture when consented to and approved as provided in this Section 1002. If the Holders of not less than 2/3 in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture shall have consented to and approved the execution thereof as herein provided, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same or from taking any action pursuant to the provisions thereof. Section 1003. Effect of Supplemental Indentures. Upon the execution of any Supplemental Indenture entered into pursuant to Section 1001 or 1002 hereof, this Indenture shall be deemed to be modified and amended in accordance therewith. ARTICLE XI [RESERVED] ARTICLE XII MISCELLANEOUS Section 1201. Consents, etc. of Bondholders. Any request, direction, objection or other instrument required by this Indenture to be signed and executed by the Bondholders may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders in person or by agent appointed in writing. Proof of the execution of any such 48 4814-1221-9285.6 request, direction, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken by it under such request or other instrument, namely: (a) The fact and date of the execution by any Person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the Person signing such writing acknowledged before such officer the execution thereof, or by an affidavit of any witness to such execution. (b) The fact of ownership of Bonds and the amount or amounts, numbers, and other identification of such Bonds, and the date of holding the same shall be proved by the registration books of the City maintained by the Trustee, as Bond registrar. Section 1202. Notices. Except as otherwise provided in this Indenture, all notices, certificates or other communications shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, postage prepaid, to the City or the Trustee. Notices, certificates or other communications shall be sent to the following addresses: City: City of Fayetteville City Administration Building 113 West Mountain Fayetteville, Arkansas 72701 Attention: Mayor Trustee: Simmons Bank 501 Main Street Pine Bluff, Arkansas 71601 Attention: Corporate Trust Either of the foregoing may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 1203. Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture, or the Bonds issued hereunder, is intended or shall be construed to give to any person or company other than the parties hereto, and the Holders of the Bonds secured by this Indenture any legal or equitable rights, remedy, or claim under or in respect to this Indenture or any covenants, conditions, and provisions hereof being intended to be and being for the sole exclusive benefit of the parties hereto and the Holders of the Bonds hereby secured as herein provided. Section 1204. Severability. If any provisions of this Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or 49 4814-1221-9285.6 unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Indenture contained shall not affect the remaining portions of this Indenture or any part thereof. Section 1205. Applicable Provisions of Law. This Indenture shall be considered to have been executed in the State of Arkansas and it is the intention of the parties that the substantive law of the State of Arkansas govern as to all questions of interpretation, validity and effect. Section 1206. Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 1207. Successors and Assigns. All the covenants, stipulations, provisions, agreements, rights, remedies and claims of the parties hereto in this Indenture contained shall bind and inure to the benefit of their successors and assigns. Section 1208. Captions. The captions or headings in this Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Indenture. Section 1209. Photocopies and Reproductions. A photocopy or other reproduction of this Indenture may be filed as a financing statement pursuant to the Uniform Commercial Code, although the signatures of the City and the Trustee in such reproduction are not original manual signatures. Section 1210. Bonds Owned by the City. In determining whether Bondholders of the requisite aggregate principal amount of the Bonds have concurred in any direction, consent or waiver under this Indenture, Bonds which are owned by the City shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Bonds which the Trustee knows are so owned shall be so disregarded. Bonds so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Bonds and that the pledgee is not the City. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. 50 4914-1221-9285.6 IN WITNESS WHEREOF, the City has caused these presents to be signed in its name and behalf by its Mayor and attested by its City Clerk, and, to evidence its acceptance of the trust hereby created, the Trustee has caused these presents to be signed in its behalf by its duly authorized officers. ATTEST: r' , -, City Clerk CITY OF F.*YETTEVILLE, ARKANSAS SIMMONS BANK, as Trustee Ryi Title: Glenda L. Dean, `Vice}President ATTEST:, 1 Title: Karen Cash, Vice President 51 4814-1221-9285.6 ACKNOWLEDGMENT STATE OF ARKANSAS ) ) ss. COUNTY OF WASHINGTON ) Before me a Notary Public, duly commissioned, qualified and acting within and for the State and county aforesaid, appeared in person the within named Lioneld Jordan and Sondra Smith, Mayor and City Clerk, respectively, of the City of Fayetteville, Arkansas, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the City, and further stated and acknowledged that they had signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of August, 2019. Notary Public [ACKNOWLEDGEMENT TO TRUST INDENTURE] 52 4814-1221-9285.6 ACKNOWLEDGMENT STATE OF ARKANSAS ) ) ss. COUNTY OF JEFFERSON ) Before me a Notary Public, duly commissioned, qualified and acting within and for the State and county aforesaid, appeared in person the within Warned and i the and the , respectively, of Simmons Bank, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the bank, and further stated and acknowledged that they had signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of August, 2019. Notary Public My Commission expires: (SEAL) PAMELA R WESSELS Arkansas - Jefferson. County Notary Pypfic - Commit i2397847 My Commission Expires Ma f �9� 20 [ACKNOWLEDGEMENT TO TRUST INDENTURE] 53 4814-1221-4285.6 EXHIBIT A TO TRUST INDENTURE Form of Series 2019A Bond Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED No. R19A- UNITED STATES OF AMERICA REGISTERED STATE OF ARKANSAS CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT AND REFUNDING BOND SERIES 2019A Interest Rate: % Maturity Date: November 1, 20_ Date of Bond: 2019 Registered Owner: CEDE & CO. Principal Amount: KNOW ALL MEN BY THESE PRESENTS: CUSIP: I-014TWEV10 That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the "City"), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing May 1, 2020, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the "Trustee"). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the "Record Date"). At any A-1 4814-1221-9285.6 time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner's address as it appears on the bond registration books of the City kept by the Trustee. This bond, designated "Sales and Use Tax Capital Improvement and Refunding Bond, Series 2019A", is one of a series of bonds aggregating One Hundred Twenty -Four Million Four Hundred Twenty -Five Thousand Dollars ($124,425,000) (the "Series 2019A Bonds"). The Series 2019A Bonds are being issued in part for the purpose of financing all or a portion of the costs of (i) streets and related improvements (the "Streets Project"), (ii) trail system and related improvements (the "Trails Project"), (iii) drainage and related improvements (the "Drainage Project"); (iv) parks system and related improvements (the "Parks Project"); (v) City facilities and related improvements (the "City Facilities Project"); (vi) Arts Corridor and related improvements (the "Arts Corridor Project"); (vii) police facilities and related improvements (the "Police Facilities Project"); and (viii) firefighting facilities and related improvements (the "Firefighting Facilities Project" and together with the Streets Project, Trails Project, Drainage Project, Parks Project, City Facilities Project, Arts Corridor Project, Police Facilities Project and the Street Project, the "Projects"). The Series 2019A Bonds are also being issued for the purpose of fmanemi g the defeasance and redemption of the City's (i) Sales and Use Tax Capital Improvement Bonds, Series 2007, in the outstanding principal amount of $2,255,000 (the "Series 2007 Bonds"), (ii) Sales and Use Tax Capital Improvement Bonds, Series 2009, in the outstanding principal amount of $615,000 (the "Series 2009 Bonds"), (iii) Sales and Use Tax Capital Improvement Bonds, Series 2013, in the outstanding principal amount of $7,215,000 (the "Series 2013 Bonds"), and (iv) Sales and Use Tax Capital Improvement Bonds, Series 2015, in the outstanding principal amount of $2,150,000 (the "Series 2015 Bonds") (collectively, the "Prior Bonds"). Series 2019A Bond proceeds will be utilized to pay Project costs, to refund the Prior Bonds, and to pay the costs of issuance of the Series 2019A Bonds. The Series 2019A Bonds are issued under and are secured by and entitled to the protection of a Trust Indenture dated as of August 1, 2019 (the "Indenture"), by and between the City and the Trustee, which Indenture is available for inspection at the principal corporate trust office of the Trustee. Reference is hereby made to the Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the City, the Trustee and the owners of the Series 2019A Bonds, and the terms upon which the Series 2019A Bonds are issued and secured. The Series 2019A Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Amendment No. 62 to the Constitution of Arkansas, as implemented by the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2017) §§14-164-301 et seq. (as from time to time amended, the "Local Government Bond Act"), Ordinance No. 6194 of the City adopted June 4, 2019, which ordinance authorized the execution and delivery of the Indenture, and a special election duly held on April 9, 2019, at which a majority of the qualified electors of the City voting approved the issuance of the Series 2019A Bonds. In accordance with the Local A-2 4814-1221-9285,6 Government Bond Act, the City has pledged all receipts from a one percent (1.00%) local sales and use tax (the "Sales and Use Tax") levied by the City pursuant to Ordinance No. 6126, adopted by the City on December 18, 2018, to provide funds for the repayment of the Series 2019A Bonds. The pledge of the receipts of the Sales and Use Tax (the "Tax Receipts") presently secures payment of the Series 2019A Bonds and the City's $3,170,000 Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B (the "Series 2019B Bonds") issued simultaneously with the issuance of the Series 2019A Bonds. Said Tax Receipts may additionally be pledged to secure the payment of up to $89,340,000 in aggregate principal amount of Additional Bonds issued under the provisions of the Indenture. The Indenture provides that the City may hereafter issue Additional Bonds from time to time under certain terms and conditions contained in the Indenture and, if issued or incurred, such Additional Bonds will rank on a parity of security with the Series 2019A Bonds and Series 2019B Bonds and be equally and ratably secured by and entitled to the protection of the Indenture. The Series 2019A Bonds and Series 2019B Bonds (collectively, the "Series 2019 Bonds") are not general obligations of the City, but are special obligations secured by an irrevocable pledge of and lien on the Tax Receipts, as more particularly described in the Indenture. In no event shall the Series 2019 Bonds constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. The holder of this Series 2019A Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 2019 Bonds and Additional Bonds, if any, issued under the Indenture and then outstanding may be declared and may become due and payable before the stated maturity thereof, together with accrued interest thereon. Modifications or alterations of the Indenture, or of any indenture supplemental thereto, may be made only to the extent and in the circumstances permitted by the Indenture. The Series 2019A Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued 'interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor Project, the Police Facilities Project or the Firefighting Facilities Project. The Series 2019A Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Surplus Tax Receipts. "Surplus Tax Receipts" are Tax Receipts in excess of the amount necessary to insure the prompt payment A-3 4814-1221-9285.6 of scheduled debt service on the Series 2019A Bonds, Series 2019B Bonds and Additional Bonds, (ii) pay any arbitrage rebate due under Section 148(f) of the Internal Revenue Code of 1986, as amended, with respect to the Series 2019A Bonds or any Additional Bonds, and (iii) pay Trustee and Paying Agent fees and expenses. While any of the Series 2019A Bonds remain Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. The Series 2019A Bonds are subject to redemption with funds from any source, at the option of the City, communicated in a written notice to the Trustee not less than sixty (60) days prior to the date fixed for redemption, in whole or in part on any date on or after November 1, 2026, in such maturities as shall be selected by the City and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. The Series 2019A Bonds maturing on November 1, 2029, are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and amounts set forth below at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption, without premium; Year Principal Amount 2027 $8,265,000 2028 $8,440,000 2029 (maturity) $8,625,000 The Series 2019A Bonds maturing on November 1, 2032, are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and amounts set forth below at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption, without premium; and Year Principal Amount 2030 $8,780,000 2031 $8,945,000 2032 (maturity) $9,080,000 The Series 2019A Bonds maturing on November 1, 2035, are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and amounts set forth below at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption, without premium; and Year Principal Amount 2033 $9,250,000 2034 $9,400,000 2035 (maturity) $9,550,000 At its option, to be exercised on or before the 45th day next preceding any mandatory sinking fund redemption date for any Series 2019A Bonds, the City may deliver to the Trustee A-4 4814-1221-9285.6 for cancellation Series 2019A Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Series 2019A Bond, or portion thereof, so delivered or previously redeemed (otherwise than through mandatory sinking fund redemption) and canceled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the City on such mandatory sinking fund redemption date, and any excess over such amount shall be credited on future mandatory sinking fund redemption obligations of that maturity in chronological order, and the principal amount of such Series 2019A Bonds so to be redeemed shall be accordingly reduced. Notwithstanding the foregoing, so long as DTC or its nominee is the sole registered owner of the Series 2019A Bonds, the particular Series 2019A Bonds or portions thereof to be redeemed in part within a maturity shall be selected by lot by DTC in such manner as DTC shall determine. In selecting Series 2019A Bonds for redemption prior to maturity, in the case any outstanding Series 2019A Bond is in a denomination greater than $5,000, each $5,000 of face value of such Series 2019A Bond shall be treated as a separate Series 2019A Bond of the denomination of $5,000. In the event any of the Series 2019A Bonds or portions thereof (which shall be $5,000 or any integral multiple thereof) are called for redemption, notice thereof shall be given by the Trustee by first class mail to the registered owner of each such Series 2019A Bond addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 2019A Bond with respect to which no such failure or defect has occurred. Each notice shall identify the Series 2019A Bonds or portions thereof being called, and the date on which they shall be presented for payment. After the date specified in such call notice, the Series 2019A Bond or Bonds so called for redemption will cease to bear interest provided funds sufficient for their redemption have been deposited with the Trustee, and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. This Series 2019A Bond may be transferred on the books of registration kept by the Trustee by the registered owner or by his duly authorized attorney upon surrender hereof, together with a written instrument of transfer duly executed by the registered owner or his duly authorized attorney. The Series 2019A Bonds are issuable as registered bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and upon payment of the charges provided in the Indenture, Series 2019A Bonds may be exchanged for a like aggregate principal amount of Series 2019A Bonds of other authorized denominations. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Series 2019A Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in the Series 2019A Bonds or the Indenture against any past, present or future City Council member, officer or employee of the City, or any successor, as such, either directly or through the City or any successor of the City, under any rule of law or FEW 4814-1221-9285.6 equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such City Council member, officer or employee as such is hereby expressly waived and released as a condition of and consideration for the issuance of any of the Series 2019A Bonds. This Series 2019A Bond is issued with the intent that the laws of the State of Arkansas will govem its construction. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Series 2019A Bonds do exist, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by the Series 2019A Bonds, together with all obligations of the City, does not exceed any constitutional or statutory limitation; and that the revenues pledged to the payment of the principal of and premium, if any, and interest on the Series 2019A Bonds as the same become due and payable will be sufficient in amount for that purpose. This Series 2019A Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee. A-6 48I4-1221-9285.6 IN WITNESS WHEREOF, the City of Fayetteville, Arkansas has caused this Series 2019A Bond to be executed by its Mayor and City Clerk, thereunto duly authorized (by their manual or facsimile signatures), and its corporate seal to be affixed or imprinted hereon, all as of the date hereof shown above. ATTEST: By: City Clerk (S E A L) CITY OF FAYETTEVILLE, ARKANSAS IC Mayor (Form of Trustee's Certificate) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This bond is one of the Series 2019A Bonds of the issue described in and issued under the provisions of the within mentioned Indenture. Attached hereto is the complete text of the opinion of Kutak Rock LLP, a signed original of which is on file with the undersigned, delivered and dated the date of the original delivery of and payment for the Series 2019A Bonds. SIMMONS BANK, as Trustee By: Authorized Signature A-7 4814-1221-9285.6 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED, , hereby sells, assigns, and transfers unto , the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. DATE: , 20 . Transferor GUARANTEED BY: NOTICE: Signature(s) must be guaranteed by an institution satisfactory to the Trustee or other transfer agent. A-8 4814-1221-9285.6 EXHIBIT B TO TRUST INDENTURE Form of Series 2019B Bond Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC'), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED REGISTERED No. R19B- $ UNITED STATES OF AMERICA STATE OF ARKANSAS CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BOND TAXABLE SERIES 2019B Interest Rate: % Maturity Date: November 1, 20_ Date of Bond: .2019 CUSIP: Registered Owner: CEDE & CO. Principal Amount: KNOW ALL MEN BY THESE PRESENTS: DOLLARS That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the "City"), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing May 1, 2020, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the "Trustee"). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the "Record Date"). At any B-1 4814-1221-9285.6 time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner's address as it appears on the bond registration books of the City kept by the Trustee. This bond, designated "Sales and Use Tax Capital Improvement Bond, Taxable Series 201913", is one of a series of bonds aggregating Three Million One Hundred Seventy Thousand Dollars ($3,170,000) (the "Series 2019B Bonds"). The Series 2019B Bonds are being issued for the purpose of financing all or a portion of the costs of economic development projects (the "Economic Development Project"). Series 2019B Bond proceeds will be utilized to pay Economic Development Project costs, and to pay the costs of issuance of the Series 2019B Bonds. The Series 2019B Bonds are issued under and are secured by and entitled to the protection of a Trust Indenture dated as of August 1, 2019 (the "Indenture"), by and between the City and the Trustee, which Indenture is available for inspection at the principal corporate trust office of the Trustee. Reference is hereby made to the Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the City, the Trustee and the owners of the Series 2019B Bonds, and the terms upon which the Series 2019B Bonds are issued and secured. The Series 2019B Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Amendment No. 62 to the Constitution of Arkansas, as implemented by the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2017) §§14-164-301 et seq. (as from time to time amended, the "Local Government Bond Act"), Ordinance No. 6194 of the City adopted June 4, 2019, which ordinance authorized the execution and delivery of the Indenture, and a special election duly held on April 9, 2019, at which a majority of the qualified electors of the City voting approved the issuance of the Series 2019B Bonds. In accordance with the Local Government Bond Act, the City has pledged all receipts from a one percent (1.00%) local sales and use tax (the "Sales and Use Tax") levied by the City pursuant to Ordinance No. 6126, adopted by the City on December 18, 2018, to provide funds for the repayment of the Series 2019B Bonds. The pledge of the receipts of the Sales and Use Tax (the "Tax Receipts") presently secures payment of the Series 2019B Bonds and the City's $124,425,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds") issued simultaneously with the issuance of the Series 2019B Bonds. Said Tax Receipts may additionally be pledged to secure the payment of up to $89,340,000 in aggregate principal amount of Additional Bonds issued under the provisions of the Indenture. The Indenture provides that the City may hereafter issue Additional Bonds from time to time under certain terms and conditions contained in the Indenture and, if issued or incurred, such Additional Bonds will rank on a parity of security with the Series 2019A Bonds and the Series 2019B Bonds and be equally and ratably secured by and entitled to the protection of the Indenture. The Series 2019A Bonds and Series 2019B Bonds (collectively, the "Series 2019 Bonds") are not general obligations of the City, but are special obligations secured by an B-2 4814-1221-9285.6 irrevocable pledge of and lien on the Tax Receipts, as more particularly described in the Indenture. In no event shall the Series 2019 Bonds constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. The holder of this Series 2019B Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 2019 Bonds and Additional Bonds, if any, issued under the Indenture and then outstanding may be declared and may become due and payable before the stated maturity thereof, together with accrued interest thereon. Modifications or alterations of the Indenture, or of any indenture supplemental thereto, may be made only to the extent and in the circumstances permitted by the Indenture. The Series 2019B Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Economic Development Project. Notwithstanding the foregoing, so long as DTC or its nominee is the sole registered owner of the Series 2019B Bonds, the particular Series 2019B Bonds or portions thereof to be redeemed in part within a maturity shall be selected by lot by DTC in such manner as DTC shall determine. In selecting Series 2019B Bonds for redemption prior to maturity, in the case any outstanding Series 2019B Bond is in a denomination greater than $5,000, each $5,000 of face value of such Series 2019B Bond shall be treated as a separate Series 2019B Bond of the denomination of $5,000. In the event any of the Series 2019B Bonds or portions thereof (which shall be $5,000 or any integral multiple thereof) are called for redemption, notice thereof shall be given by the Trustee by first class mail to the registered owner of each such Series 2019B Bond addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 2019B Bond with respect to which no such failure or defect has occurred. Each notice shall identify the Series 2019B Bonds or portions thereof being called, and the date on which they shall be presented for payment. After the date specified in such call notice, the Series 2019B Bond or Bonds so called for redemption will cease to bear interest provided funds sufficient for their redemption have been deposited with the Trustee, and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. This Series 2019B Bond may be transferred on the books of registration kept by the Trustee by the registered owner or by his duly authorized attorney upon surrender hereof, B-3 4814-1221-9285.6 together with a written instrument of transfer duly executed by the registered owner or his duly authorized attorney. The Series 2019B Bonds are issuable as registered bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and upon payment of the charges provided in the Indenture, Series 2019B Bonds may be exchanged for a like aggregate principal amount of Series 2019B Bonds of other authorized denominations. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Series 2019B Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in the Series 2019B Bonds or the Indenture against any past, present or future City Council member, officer or employee of the City, or any successor, as such, either directly or through the City or any successor of the City, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such City Council member, officer or employee as such is hereby expressly waived and released as a condition of and consideration for the issuance of any of the Series 2019B Bonds. This Series 2019B Bond is issued with the intent that the laws of the State of Arkansas will govern its construction. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Series 2019B Bonds do exist, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by the Series 2019B Bonds, together with all obligations of the City, does not exceed any constitutional or statutory limitation; and that the revenues pledged to the payment of the principal of and premium, if any, and interest on the Series 2019B Bonds as the same become due and payable will be sufficient in amount for that .n:. - This Series 2019B Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee. B-4 4814-1221-9285.6 IN WITNESS WHEREOF, the City of Fayetteville, Arkansas has caused this Series 2019B Bond to be executed by its Mayor and City Clerk, thereunto duly authorized (by their manual or facsimile signatures), and its corporate seal to be affixed or imprinted hereon, all as of the date hereof shown above. ATTEST: By: City Clerk (SEAL) CITY OF FAYETTEVIILLE, ARKANSAS Mayor (Form of Trustee's Certificate) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This bond is one of the Series 2019B Bonds of the issue described in and issued under the provisions of the within mentioned Indenture. Attached hereto is the complete text of the opinion of Kutak Rock LLP, a signed original of which is on file with the undersigned, delivered and dated the date of the original delivery of and payment for the Series 2019B Bonds. SIMMONS BANK, as Trustee By: Authorized Signature B-5 4814-1221-9285.6 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED, , hereby sells, assigns, and transfers unto , the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. DATE: , 20_. Transferor GUARANTEED BY: NOTICE: Signature(s) must be guaranteed by an institution satisfactory to the Trustee or other transfer agent. B-6 4814-I221-9285.6 iI. -1ta 0 Biel �:1191J COVERAGE CERTIFICATE City of Fayetteville, Arkansas Series 2019 Sales and Use Tax Capital Improvement and Refunding Bonds Date: TO: Simmons Bank, as Trustee This certificate is provided pursuant to the provisions of Section 212 of the Trust Indenture dated as of August 1, 2019 (the "Indenture"), by and between the City of Fayetteville, Arkansas (the "Issuer") and you, as trustee, in connection with the proposed issuance of Additional Bonds. In connection with such issuance or drawdown, the undersigned certifies as follows: (a) Receipts of the 1.00% Sales and Use Tax for the preceding twelve (12) months*: (b) Maximum Annual Debt Service on all Outstanding Bonds and Subordinate Obligations, plus the proposed Additional Bonds: $ (c) (a) divided by (b) _ % (which is greater than 150%) * Receipts of the Existing Tax (as defined in the Indenture) may be included as receipts of the Sales and Use Tax for all or any portion of the most recent twelve (12) month period during which the Sales and Use Tax (as defined in the Indenture) was not being collected. The undersigned hereby certifies that he is authorized to deliver this Certificate on behalf of the Issuer. No Event of Default exists under the Indenture and, to the knowledge of the undersigned, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture. CITY OF FAYETTEVILLE, ARKANSAS Finance Director C-1 4814-1221-9285,6 EXHIBIT D TO TRUST INDENTURE REQUISITION City of Fayetteville, Arkansas Series 2019 Sales and Use Tax Capital Improvement Bonds Date: Requisition No.: TO: Simmons Bank, as Trustee Pursuant to the provisions of Section 502 of the Trust Indenture dated as of August 1, 2019 (the "Indenture"), by and between the City of Fayetteville, Arkansas (the "Issuer") and you, as trustee, you are authorized to make the following described payment directly to the Payee named below (or to reimburse the City for making such payment) from the Project Account of the Project Fund: Name and Address of Payee: Amount of Payment: $, General Classification of the Expenditures: The undersigned hereby certifies that he is authorized to deliver this Requisition on behalf of the Issuer. The amount requested hereunder has not been the basis for any previous Requisition by the Issuer and is justly due and owing to the person(s) named herein as a proper payment or reimbursement of a Project Cost with respect to the Project. No Event of Default exists under the Indenture and, to the knowledge of the undersigned, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. CITY OF FAYETTEVILLE, ARKANSAS Authorized Representative D-1 4814-1221-9285.6 EXECUTION COPY CITY OF FAYETTEVILLE, ARKANSAS to SIMMONS BANK as Trustee FIRST SUPPLEMENTAL TRUST INDENTURE Dated as of June 1, 2022 This First Supplemental Trust Indenture supplements and amends a Trust Indenture dated as of August 1, 2019, by and between the City of Fayetteville, Arkansas and Simmons Bank, as Trustee. The Trust Indenture, as supplemented and amended hereby, secures the City's (i) $124,425,000 original principal amount of Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A, and (ii) $74,340,000 original principal amount of Sales and Use Tax Capital Improvement Bonds, Series 2022. Prepared by: Kutak Rock LLP 124 West Capitol Avenue, Suite 2000 Little Rock, Arkansas 72201 4886-2878-0568.4 FIRST SUPPLEMENTAL TRUST INDENTURE THIS FIRST SUPPLEMENTAL TRUST INDENTURE dated as of June 1, 2022, by and between the CITY OF FAYETTEVILLE, ARKANSAS (the "City"), a city of the first class organized under and existing by virtue of the laws of the State of Arkansas, and SIMMONS BANK, as trustee (the "Trustee"), a banking corporation organized under and existing by virtue of the laws of the State of Arkansas and having its principal corporate trust office in Pine Bluff, Arkansas; WITNESSETH: WHEREAS, the City Council of the City has previously determined that there is a great need for a source of revenue to finance all or a portion of the costs of (i) streets and related improvements (the "Streets Project"), (ii) trail system and related improvements (the "Trails Project"), (iii) drainage and related improvements (the "Drainage Project"); (iv) parks system and related improvements (the "Parks Project"); (v) economic development improvements (the "Economic Development Project"); (vi) City facilities and related improvements (the "City Facilities Project"); (vii) Arts Corridor and related improvements (the "Arts Corridor Project"); (viii) police facilities and related improvements (the "Police Facilities Project"); and (ix) firefighting facilities and related improvements (the "Firefighting Facilities Project"); and WHEREAS, the people of the State of Arkansas (the "State") by the adoption of Amendment No. 62 to the Constitution of the State, approved November 6, 1984 ("Amendment 62"), have authorized cities and counties in the State to issue bonds, upon voter approval, to - finance certain capital improvements of a public nature, and to secure said bonds by a pledge of the proceeds of certain taxes; and WHEREAS, the provisions of Amendment 62 have been implemented by the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2021) Sections 14-164-301 et seq. (as from time to time amended, the "Act"); and WHEREAS, pursuant to the provisions of Ordinance No. 6126, duly adopted by the City Council of the City on December 18, 2018 (the "Election Ordinance"), there was submitted to the qualified electors of the City ten questions regarding (i) the issuance of not to exceed $12,200,000 in principal amount of refunding bonds for the purpose of redeeming certain outstanding bonds (the "Prior Bonds"), and (ii) the issuance of an aggregate of not to exceed $213,865,000 in principal amount of capital improvement bonds for the purpose of financing various capital improvements (including the Streets Project, Trails Project, Drainage Project, Parks Project, City Facilities Project, Arts Corridor Project and Firefighting Facilities Project), said bonds to be secured by a pledge of and lien upon all of the receipts of a special city-wide sales and use tax levied at the rate of one percent (1.00%) pursuant to the Act (the "Sales and Use Tax"); and WHEREAS, at a special election held April 9, 2019, a majority of the qualified electors of the City voting on each of the aforementioned questions approved the issuance of refunding bonds and capital improvement bonds in the principal amounts and for the specific purposes set 4886-2878-0568,4 forth on the ballot (and the corresponding levy of the Sales and Use Tax, and the pledge of the receipts thereof to the payment of said bonds); and WHEREAS, pursuant to the provisions of Ordinance No. 6194 of the City, adopted by the City Council on June 4, 2019, and in accordance with Amendment 62 and the Act, the City has previously issued (i) its $124,425,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds"), and (ii) its $3,170,000 Sales and Use Tax Capital Improvement Bonds, Taxable Series 2019B (the "Series 2019B Bonds)," for the purpose of refunding the Prior Bonds and financing a portion of the costs of the projects described above; and WHEREAS, the Series 2019B Bonds have ben paid in full; and WHEREAS, the City and the Trustee have previously entered into a Trust Indenture dated as of August 1, 2019 (the "Original Indenture"), pursuant to which the Series 2019 Bonds were issued and secured; and WHEREAS, in order to secure additional funds to pay a portion of the costs of the Streets Project, Trails Project, Drainage Project, Parks Project, City Facilities Project, Arts Corridor Project and Firefighting Facilities Project, and to pay legal and other expenses incidental to the issuance of sales and use tax capital improvement bonds for such purposes, it has been determined appropriate and necessary that the City authorize the issuance of its $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"), pursuant to the provisions of Amendment 62 and the Act, such Series 2022 Bonds to be payable from and secured by a pledge of the receipts of the Sales and Use Tax (as defined in the Original Indenture) on a parity with the pledge of the receipts of the Sales and Use Tax securing the Series 2019 Bonds; and WHEREAS, the conditions for the issuance of Additional Bonds, as set forth in the Original Indenture, have been satisfied; and WHEREAS, the Series 2022 Bonds are to be dated, bear interest, mature and be subject to redemption as hereinafter in this First Supplemental Trust Indenture set forth in detail; and WHEREAS, the execution and delivery of this First Supplemental Trust Indenture and the issuance of the Series 2022 Bonds have been in all respects duly and validly confirmed, authorized and approved by Ordinance No. 6563 adopted and approved by the City Council of the City on May 3, 2022; and WHEREAS, all things necessary to make the Series 2022 Bonds, when authenticated by the Trustee and issued as in this First Supplemental Trust Indenture provided, the valid, binding and legal obligations of the City according to the import thereof, and to constitute the Indenture (as defined below) a valid pledge of the receipts of the Sales and Use Tax to the payment of the principal of, premium, if any, and interest on the Series 2019 Bonds, the Series 2022 Bonds and all Additional Bonds (as defined below), if any, to be issued on a parity therewith (the Series 2019 Bonds, the Series 2022 Bonds and such Additional Bonds are hereinafter referred to as the "Bonds"), have been done and performed, and the creation, execution and delivery of this First 2 4886-2878-0568.4 Supplemental Trust Indenture and the creation, execution, issuance and delivery of the Series 2022 Bonds, subject to the terms hereof, have in all respects been duly authorized; and WHEREAS, in order to make proper provision for the security of the Series 2022 Bonds, it is necessary that the Original Indenture be amended and supplemented as effected hereby; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS FIRST SUPPLEMENTAL TRUST INDENTURE WITNESSETH: Section 1.01. It is understood and agreed that the provisions of the Original Indenture shall extend to and apply to the security and benefit of the Series 2022 Bonds and that the term "Bonds" as used in the Original Indenture is hereby recognized to include and shall be deemed to refer to (where applicable) the Series 2022 Bonds. Section 1.02. Section 101 of the Original Indenture is hereby amended by adding thereto the following definitions (and by striking any definitions which are supplanted by the definitions set forth below): "Additional Bonds" mean Bonds in addition to the Series 2019A Bonds, the Series 2019B Bonds and the Series 2022 Bonds which are issued under the provisions of Section 212 of this Indenture. "Authorizing Ordinance" means, collectively, (i) Ordinance No. 6194, adopted by the City on June 4, 2019, which authorized the issuance of the Series 2019 Bonds pursuant to this Indenture, and (ii) Ordinance No. 6563, adopted by the City on May 3, 2022, which authorized the issuance of the Series 2022 Bonds pursuant to this Indenture. "Bonds" mean the Series 2019A Bonds, the Series 2019B Bonds, the Series 2022 Bonds and all Additional Bonds issued by the City pursuant to this Indenture. Except to the extent provided in Section 209 hereof and except for refunding bonds issued under the provisions of Section 212 hereof, the aggregate principal amount of Bonds issued hereunder shall not exceed $226,065,000. "Indenture" means this Trust Indenture dated as of August 1, 2019, as amended and supplemented by a First Supplemental Trust Indenture dated as of June 1, 2022, each by and between the City and the Trustee, pursuant to which the Bonds are issued, and any further amendments and supplements thereto. "Series 2022 Bonds" means City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2022, issued under and secured by this Indenture in the aggregate principal amount of $74,340,000. Section 2.01. Section 201(c) of the Original Indenture is hereby amended and supplemented to read as follows: "(c) The Bonds shall be equally and ratably payable and secured hereunder without priority by reason of date of adoption of this Indenture or any Supplemental Indenture authorizing their issuance or by reason of their series, number, date, date of 3 4886-2878-0568.4 issue, execution, authentication or sale, or otherwise. So long as any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, and for so long as any of the Series 2022 Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds." Section 2.02. Section 202 of the Original Indenture is hereby amended and supplemented to read as follows: "Section 202. Authorized Amount. There is hereby authorized the issuance of bonds of the City to be designated "Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A" in the principal amount of One Hundred Twenty -Four Million Four Hundred Twenty -Five Thousand Dollars ($124,425,000) (the "Series 2019A Bonds"). There is hereby authorized the issuance of bonds of the City to be designated "Sales and Use Tax Capital Improvement Bonds, Series 201913" in the principal amount of Three Million One Hundred Seventy Thousand Dollars ($3,170,000) (the "Series 2019B Bonds"). There is hereby authorized the issuance of bonds of the City to be designated "Sales and Use Tax Capital Improvement Bonds, Series 2022A" in the principal amount of Seventy -Four Million Three Hundred Forty Thousand Dollars ($74,340,000) (the "Series 2022 Bonds"). No Bonds may be issued under the provisions of this Indenture except in accordance with this Article II. The total principal amount of Bonds that may be issued hereunder is hereby expressly limited to $226,065,000, except as provided in Section 209 and except for refunding bonds issued under the provisions of Section 212 hereof." Section 2.03. Article II of the Original Indenture is hereby amended by adding at the end thereof the following sections: "Section 217. Details of Series 2022 Bonds. The Series 2022 Bonds (i) shall be designated "City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2022," (ii) shall be in the aggregate principal amount of $74,340,000, (iii) shall be dated as of their date of delivery, (iv) shall bear interest from such date at the rates hereinafter provided until paid, payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, (v) shall be issued in denominations of $5,000 each, or any integral multiple thereof, (vi) shall be numbered from R22-1 upwards in order of issuance according to the records of the Trustee, and (vii) shall mature, unless sooner redeemed in the manner in this Indenture set forth, on November 1 in each of the years and in the amounts set forth in the following table, which table also sets forth the interest rates for the Series 2022 Bonds: 4 4886-2878-0568.4 Year (November 1) Principal Amount Interest Rate 2022 $1,200,000 5.000% 2023 4,700,000 5.000% 2024 4,935,000 5.000% 2025 5,175,000 4.000% 2026 5,385,000 4.000% 2027 5,615,000 2.500% 2031 47,330,000 2.875% Section 218. Form of Series 2022 Bonds. The Series 2022 Bonds shall be initially issued as fully registered bonds, without coupons, in the form of seven (7) typewritten bond certificates (one for each maturity) to be delivered to the Securities Depository. Each such certificate shall be initially registered in the name of the nominee of the Securities Depository, and no Beneficial Owner will receive a certificate representing his interest in the Series 2022 Bonds, except upon the occurrence of the events described in Section 216 of this Indenture. Beneficial Owners shall be deemed to have waived any right to receive a bond certificate except under the circumstances described in Section 216. The Series 2022 Bonds and the Trustee's certificate of authentication to be endorsed thereon shall be in substantially the form set forth in Exhibit A to the First Supplemental Trust Indenture, with appropriate variations, insertions and omissions as permitted or required by this Indenture. Section 219. Delivery of Series 2007 Bonds. Simultaneously with the delivery of the Series 2022 Bonds, the Trustee shall apply the proceeds thereof as follows: (1) An amount equal to $29,753,980.47 shall be deposited in the Streets Project Account of the Project Fund; (2) An amount equal to $4,611,107.56 shall be deposited in the Trails Project Account of the Project Fund; (3) An amount equal to $8,283,433.07 shall be deposited in the Drainage Project Account of the Project Fund; (4) An amount equal to $11,047,638.78 shall be deposited in the Parks Project Account of the Project Fund; (5) An amount equal to $2,713,976.20 shall be deposited in the City Facilities Project Account of the Project Fund; (6) An amount equal to $12,727,756.58 shall be deposited in the Arts Corridor Project Account of the Project Fund; (7) An amount equal to $5,866,989.39 shall be deposited in the Firefighting Facilities Account of the Project Fund; and 5 4886-2878-0568.4 (8) The balance of said proceeds in the amount of $141,000.00 shall be deposited in the Costs of Issuance Fund for payment of Costs of Issuance as directed by a Certificate of the City." Section 3.01. Article III of the Original Indenture is hereby amended by adding at the end thereof the following section: "Section 307. Redemption of Series 2022 Bonds. (a) The Series 2022 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor Project or the Firefighting Facilities Project, which moneys shall be transferred to the Redemption Fund pursuant to Section 502 hereof. (b) The Series 2022 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Surplus Tax Receipts deposited in the Redemption Fund pursuant to Section 503 hereof. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. (c) The Series 2022 Bonds are subject to redemption with funds from any source, at the option of the City, communicated in a written notice to the Trustee not less than sixty (60) days prior to the date fixed for redemption, in whole or in part on any date on or after November 1, 2026, in such maturities as shall be selected by the City and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. (d) The Series 2022 Bonds maturing on November 1, 2032 are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and principal amounts set forth below at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption. Year Principal Amount 2028 $ 5,745,000 2029 5,895,000 2030 6,080,000 2031 13,995,000 2032 (maturity) 15,615,000 6 4886-2878-0568.4 At its option, to be exercised on or before the 45th day next preceding any mandatory sinking fund redemption date for any Series 2022 Bonds maturing November 1, 2032 (the "Term Bonds"), the City may deliver to the Trustee for cancellation Term Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Term Bond, or portion thereof, so delivered or previously redeemed (otherwise than through mandatory sinking fund redemption) and cancelled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the City with respect to each such Term Bond on such mandatory sinking fund redemption date, and any excess over such amount shall be credited on future mandatory sinking fund redemption obligations with respect to such Term Bond in chronological order, and the principal amount of the corresponding Term Bonds so to be redeemed shall be accordingly reduced." Section 4.01. Section 501(a)(i) of the Original Indenture is hereby amended and restated to read as follows: "(a) There are hereby created and established the following Funds and Accounts: (i) Project Fund, and a Streets Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein), a Trails Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein), a Drainage Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein), a Parks Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein), a City Facilities Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein), Arts Corridor Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein), Police Facilities Project Account, Firefighting Facilities Project Account (with a Series 2019A Subaccount and a Series 2022 Subaccount therein) and Economic Development Project Account therein;" Section 4.02. Section 503(b) of the Original Indenture is hereby amended and restated to read as follows: "(b) Upon receipt, but in no event later than the last day of each month in which receipts of the Sales and Use Tax are deposited in the Revenue Fund, commencing no later than August 31, 2019, there shall be transferred from the Revenue Fund, in the following order, the amounts set forth below: FIRST: For deposit to the Interest Account of the Bond Fund, an amount equal to one -sixth (1/6) of the interest on the Outstanding Bonds due on the next interest payment date; provided, however, (i) with respect to the deposits to be made to the Interest Account relating to the Series 2019 Bonds during the months of August, 2019 through April, 2020, such deposits shall be in an amount equal to one -ninth (1/9) of the interest due on the Series 2019 Bonds on May 1, 2020, and (ii) with respect to the deposits to be made to the Interest Account relating to the Series 2022 Bonds during the months of July, 2022 through 7 4886-2878-0568.4 October, 2022, such deposits shall be in an amount equal to one-fourth (1 /4) of the interest due on the Series 2022 Bonds on November 1, 2022; SECOND: For deposit to the Principal Account of the Bond Fund, an amount equal to one -twelfth (1/12) of the next scheduled principal maturity of Outstanding Bonds (including mandatory sinking fund redemptions); provided, however, (i) with respect to the Series 2019 Bonds, such deposits shall not commence until November 2019, and (ii) with respect to the Series 2022 Bonds, such deposits during the months of July, 2022 through October, 2022, shall be in an amount equal to one-fourth (1/4) of the principal due on the Series 2022 Bonds on November 1, 2022; THIRD: For deposit to the Rebate Fund, an amount sufficient to satisfy the City's obligations under Section 507 hereof, FOURTH: For payment to the Trustee and Paying Agent, the amount, if any, necessary to pay or reimburse the Trustee and Paying Agent for fees and expenses related to the Bonds; and FIFTH: All remaining moneys ("Surplus Tax Receipts") will be transferred to the Redemption Fund and shall be applied to call Bonds for redemption prior to maturity as provided in Section 301(c), 307(b) and Section 506 of the Indenture." Section 4.03. Section 505 of the Original Indenture is hereby amended and supplemented to read as follows: "Section 505. Cost of Issuance Fund. There shall be deposited to the credit of the Cost of Issuance Fund all moneys received for said Fund pursuant to Section 208 and Section 219 hereof. The Trustee shall pay those Costs of Issuance as directed by the City pursuant to a Certificate delivered on a Closing Date. After all Costs of Issuance have been paid (and in any event not later than December 1, 2019 with respect to the Series 2019 Bonds and October 1, 2022 with respect to the Series 2022 Bonds), any remaining moneys in the Cost of Issuance Fund shall be transferred to the Interest Account of the Bond Fund." Section 4.04. Section 506 of the Original Indenture is hereby amended and supplemented to read as follows: "Section 506. Redemption Fund. (a) There shall be deposited to the credit of the Redemption Fund all moneys required to be transferred thereto pursuant to Section 502 and Section 503 of this Indenture. (b) Moneys credited to the Redemption Fund shall be expended only as set forth in this Section 506. (c) Moneys in the Redemption Fund shall be transferred to the Principal Account of the Bond Fund at such times as may be necessary to 8 4886-2878-0568.4 effectuate, on the first available date, redemptions of Bonds required by Section 301(a) and (b) and Section 307(a) and (b) of this Indenture. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. (d) The amounts accumulated in the Redemption Fund, if so directed by the City by means of a Certificate delivered to the Trustee, shall be applied by the Trustee to the purchase of Bonds of the maturities which would otherwise be redeemed pursuant to Section 301(a) and (b), Section 307(a) and (b) and this Section 506 but for the provisions of this subsection (d), at prices directed by the City not exceeding the applicable redemption prices of the Bonds which would be redeemed but for the operation of this sentence. Interest accrued on the Bonds so purchased shall be paid from moneys credited to the Interest Account of the Bond Fund." Section 5.01. Section 902(a) of the Original Indenture is hereby amended and supplemented to read as follows: "(a) Subject to subsection (b) of this Section 902, the City shall, from moneys lawfully available therefor, pay to the Trustee and any Paying Agent reasonable compensation for all services performed hereunder and also all reasonable expenses, charges and other disbursements and those of their attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created and the performance of the powers and duties hereunder and, to the extent permitted by law and from moneys lawfully available therefor, shall indemnify and save the Trustee harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder. With respect to the Series 2019A Bonds, the Trustee's initial authentication fee shall be $13,500 and the administration fee of the Trustee shall be $10,000 annually, with an additional $500 annual fee for each Account within the Project Fund relating to a Project financed with proceeds of the Series 2019A Bonds prior to the final Completion Date with respect to any such Project. With respect to the Series 2019B Bonds, the Trustee's initial authentication fee shall be $2,000 and the administration fee of the Trustee shall be $1,500 annually, with an additional $500 annual fee prior to the final Completion Date with respect to the Economic Development Project. With respect to the Series 2022 Bonds, the Trustee's initial authentication fee shall be $7,500 and the administration fee of the Trustee shall be $6,000 annually, with an additional $500 annual fee for each Account within the Project Fund relating to a Project financed with proceeds of the Series 2022 Bonds prior to the final Completion Date with respect to any such Project. In addition, the Trustee shall charge a fee for its services as dissemination agent of $100 for each separate posting made to the Electronic Municipal Market Access (EMMA) system maintained by the Municipal Securities Rulemaking Board. If the City shall fail to make any payment required by this subsection (a), the Trustee may make such payment from any moneys in its possession under the provisions of this Indenture and shall be entitled to a preference therefor over any of the Bonds 9 4886-2878-0568.4 Outstanding hereunder. The City shall not be required to indemnify the Trustee against any liabilities which the Trustee may incur as a result of negligent or wrongful acts or omissions of the Trustee." Section 6.01. Severability. (a) If any provisions of this First Supplemental Trust Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. (b) The invalidity of any one or more phrases, sentences, clauses or paragraphs in this First Supplemental Trust Indenture contained shall not affect the remaining portions of this First Supplemental Trust Indenture or any part thereof. Section 6.02. Applicable Provisions of Law. This First Supplemental Trust Indenture shall be considered to have been executed in the State of Arkansas and it is the intention of the parties that the substantive law of the State of Arkansas govern as to all questions of interpretation, validity and effect. Section 6.03. Counterparts. This First Supplemental Trust Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 6.04. Ratification of Original Indenture. As supplemented and amended hereby, the Original Indenture is hereby ratified and confirmed. 10 4886-2878-0568.4 IN WITNESS WHEREOF, the City has caused these presents to be signed in its name and behalf by its Mayor and attested by its City Clerk, and to evidence its acceptance of the trust hereby created, the Trustee has caused these presents to be signed in its behalf by its duly authorized officers. ATTEST: By: City Clerk �` ATTEST: By:_ Title: CITY OFIFAYETTEVILLE, ARKANSAS IC Mayor SIMMONS BANK as Trustee By:_ Title: [SIGNATURE PAGE TO FIRST SUPPLEMENTAL TRUST INDENTURE] 4886-2878-0568.4 IN WITNESS WHEREOF, the City has caused these presents to be signed in its name and behalf by its Mayor and attested by its City Clerk, and to evidence its acceptance of the trust hereby created, the Trustee has caused these presents to be signed in its behalf by its duly authorized officers. CITY OF FAYETTEVILLE, ARE ANSAS Mayor ATTEST: City Clerk SIMMONS BAND as Trustee By: _ r Title. Glen a L. Dean, SVI &Corp Trust Mgr ATTEST: B , �nfA Title: K en M. Cash, SVP & RPS Mgr [SIGNATURE PAGE TO FIRST SUPPLEMENTAL TRUST INDENTURE] 4886-2878-0568.4 ACKNOWLEDGMENT STATE OF ARKANSAS ) ) ss. COUNTY OF WASHINGTON ) Before me a Notary Public, duly commissioned, qualified and acting within and for the State and county aforesaid, appeared in person the within named Lioneld Jordan and Kara Paxton, Mayor and City Cleric, respectively, of the City of Fayetteville, Arkansas, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the City, and further stated and acknowledged that they had signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of June, 2022. Nota ublic My Commission expires: (SEAL) [ACKNOWLEDGEMENT TO FIRST SUPPLEMENTAL TRUST INDENTURE] 4886-2878-0568.4 STATE OF ARKANSAS ) ) ss. COUNTY OF JEFFERSON ) Before me a Notary Public, duly commissioned, qualified and acting within and for the State and county aforesaid, appeared in person the within named Glenda L. Dean and Karen M. Cash, the SVP & Corporate Trust Mgr and the SVP & RPS Mgr, respectively, of Simmons Bank, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the bank, and further stated and acknowledged that they had signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this -ay of June, 2022. ik J Notary Public My Commission expires: (SEAL) Pamela R James Jefferson NOTARY PUBLIC —ARKANSAS My Commission Expires March 29,2024 Commission No.12397847 [ACKNOWLEDGEMENT TO FIRST SUPPLEMENTAL TRUST INDENTURE] 4886-2878-0568.4 EXHIBIT A TO FIRST SUPPLEMENTAL TRUST INDENTURE Form of Series 2022 Bond Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC'), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED No. R22- REGISTERED UNITED STATES OF AMERICA STATE OF ARKANSAS CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BOND SERIES 2022 Interest Rate: % Maturity Date: November 1, 20_ Date of Bond: June 22, 2022 CUSIP: 312673 Registered Owner: CEDE & CO. Principal Amount: DOLLARS KNOW ALL MEN BY THESE PRESENTS: That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the "City"), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the "Trustee"). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the "Record Date"). At any time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner's address as it appears on the bond registration books of the City kept by the Trustee. A-1 4886-2878-0568.4 This bond, designated "Sales and Use Tax Capital Improvement Bond, Series 2022", is one of a series of bonds aggregating Seventy -Four Million Three Hundred Forty Thousand Dollars ($74,340,000) (the "Series 2022 Bonds"). The Series 2022 Bonds are being issued in part for the purpose of financing all or a portion of the costs of (i) streets and related improvements (the "Streets Project"), (ii) trail system and related improvements (the "Trails Project"), (iii) drainage and related improvements (the "Drainage Project"); (iv) parks system and related improvements (the "Parks Project"); (v) City facilities and related improvements (the "City Facilities Project"); (vi) Arts Corridor and related improvements (the "Arts Corridor Project"); and (vii) firefighting facilities and related improvements (the "Firefighting Facilities Project" and together with the Streets Project, Trails Project, Drainage Project, Parks Project, City Facilities Project, Arts Corridor Project, the "Projects"). Series 2022 Bond proceeds will be utilized to pay Project costs and to pay the costs of issuance of the Series 2022 Bonds. The Series 2022 Bonds are issued under and are secured by and entitled to the protection of a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), by and between the City and the Trustee, which Indenture is available for inspection at the principal corporate trust office of the Trustee. Reference is hereby made to the Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the City, the Trustee and the owners of the Series 2022 Bonds, and the terms upon which the Series 2022 Bonds are issued and secured. The Series 2022 Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Amendment No. 62 to the Constitution of Arkansas, as implemented by the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2021) §§14-164-301 et seq. (as from time to time amended, the "Local Government Bond Act"), Ordinance No. 6563 of the City adopted May 3, 2022, which ordinance authorized the execution and delivery of the First Supplemental Trust Indenture, and a special election duly held on April 9, 2019, at which a majority of the qualified electors of the City voting approved the issuance of the Series 2022 Bonds. In accordance with the Local Government Bond Act, the City has pledged all receipts from a one percent (1.00%) local sales and use tax (the "Sales and Use Tax") levied by the City pursuant to Ordinance No. 6126, adopted by the City on December 18, 2018, to provide funds for the repayment of the Series 2022 Bonds. The pledge of the receipts of the Sales and Use Tax (collectively, the "Tax Receipts") presently secures payment of the Series 2022 Bonds and the City's $124,425,000 original principal amount of Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds"). Such Tax Receipts may additionally be pledged to secure the payment of up to $15,000,000 in aggregate principal amount of Additional Bonds issued under the provisions of the Indenture. The Indenture provides that the City may hereafter issue Additional Bonds from time to time under certain terms and conditions contained in the Indenture and, if issued or incurred, such Additional Bonds will rank on a parity of security with A-2 4886-2878-0568.4 the Series 2019A Bonds and the Series 2022 Bonds and be equally and ratably secured by and entitled to the protection of the Indenture. The Series 2022 Bonds are not general obligations of the City, but are special obligations secured by an irrevocable pledge of and lien on the Tax Receipts, as more particularly described in the Indenture. In no event shall the Series 2022 Bonds constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. The holder of this Series 2022 Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 2019A Bonds, Series 2022 Bonds and Additional Bonds, if any, issued under the Indenture and then outstanding may be declared and may become due and payable before the stated maturity thereof, together with accrued interest thereon. Modifications or alterations of the Indenture, or of any indenture supplemental thereto, may be made only to the extent and in the circumstances permitted by the Indenture. The Series 2022 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor Project or the Firefighting Facilities Project. The Series 2022 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Surplus Tax Receipts. "Surplus Tax Receipts" are Tax Receipts in excess of the amount necessary to ensure the prompt payment of scheduled debt service on the Series 2019A Bonds, Series 2019B Bonds, Series 2022 Bonds and Additional Bonds, (ii) pay any arbitrage rebate due under Section 148(f) of the Internal Revenue Code of 1986, as amended, with respect to the Series 2019A Bonds, Series 2022 Bonds or any Additional Bonds, and (iii) pay Trustee and Paying Agent fees and expenses. While any of the Series 2019A Bonds remain Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. The Series 2022 Bonds are subject to redemption with funds from any source, at the option of the City, communicated in a written notice to the Trustee not less than sixty (60) days prior to the date fixed for redemption, in whole or in part on any date on or after November 1, 2026, in such maturities as shall be selected by the City and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. A-3 4886-2878-0568.4 The Series 2022 Bonds maturing on November 1, 2032, are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and amounts set forth below at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption, without premium; Year Principal Amount 2028 $ 5,745,000 2029 $ 5,895,000 2030 $ 6,080,000 2031 $13,995,000 2032 (maturity) $15,615,000 At its option, to be exercised on or before the 45th day next preceding any mandatory sinking fund redemption date for any Series 2022 Bonds, the City may deliver to the Trustee for cancellation Series 2022 Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Series 2022 Bond, or portion thereof, so delivered or previously redeemed (otherwise than through mandatory sinking fund redemption) and canceled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the City on such mandatory sinking fund redemption date, and any excess over such amount shall be credited on future mandatory sinking fund redemption obligations of that maturity in chronological order, and the principal amount of such Series 2022 Bonds so to be redeemed shall be accordingly reduced. Notwithstanding the foregoing, so long as DTC or its nominee is the sole registered owner of the Series 2022 Bonds, the particular Series 2022 Bonds or portions thereof to be redeemed in part within a maturity shall be selected by lot by DTC in such manner as DTC shall determine. In selecting Series 2022 Bonds for redemption prior to maturity, in the case any outstanding Series 2022 Bond is in a denomination greater than $5,000, each $5,000 of face value of such Series 2022 Bond shall be treated as a separate Series 2022 Bond of the denomination of $5,000. In the event any of the Series 2022 Bonds or portions thereof (which shall be $5,000 or any integral multiple thereof) are called for redemption, notice thereof shall be given by the Trustee by first class mail to the registered owner of each such Series 2022 Bond addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 2022 Bond with respect to which no such failure or defect has occurred. Each notice shall identify the Series 2022 Bonds or portions thereof being called, and the date on which they shall be presented for payment. After the date specified in such call notice, the Series 2022 Bond or Bonds so called for redemption will cease to bear interest provided funds sufficient for their redemption have been deposited with the Trustee, and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. This Series 2022 Bond may be transferred on the books of registration kept by the Trustee by the registered owner or by his duly authorized attorney upon surrender hereof, A-4 4886-2878-0568.4 together with a written instrument of transfer duly executed by the registered owner or his duly authorized attorney. The Series 2022 Bonds are issuable as registered bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and upon payment of the charges provided in the Indenture, Series 2022 Bonds may be exchanged for a like aggregate principal amount of Series 2022 Bonds of other authorized denominations. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Series 2022 Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in the Series 202 Bonds or the Indenture against any past, present or future City Council member, officer or employee of the City, or any successor, as such, either directly or through the City or any successor of the City, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such City Council member, officer or employee as such is hereby expressly waived and released as a condition of and consideration for the issuance of any of the Series 2022 Bonds. This Series 2022 Bond is issued with the intent that the laws of the State of Arkansas will govern its construction. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Series 2022 Bonds do exist, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by the Series 2022 Bonds, together with all obligations of the City, does not exceed any constitutional or statutory limitation; and that the revenues pledged to the payment of the principal of and premium, if any, and interest on the Series 2022 Bonds as the same become due and payable will be sufficient in amount for that purpose. This Series 2022 Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee. A-5 4886-2878-0568.4 IN WITNESS WHEREOF, the City of Fayetteville, Arkansas has caused this Series 2022 Bond to be executed by its Mayor and City Clerk, thereunto duly authorized (by their manual or facsimile signatures), and its corporate seal to be affixed or imprinted hereon, all as of the date hereof shown above. ATTEST: By: City Clerk (S E A L) CITY OF FAYETTEVILLE, ARKANSAS By: Mayor (Form of Trustee's Certificate) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This bond is one of the Series 2022 Bonds of the issue described in and issued under the provisions of the within mentioned Indenture. Attached hereto is the complete text of the opinion of Kutak Rock LLP, a signed original of which is on file with the undersigned, delivered and dated the date of the original delivery of and payment for the Series 2022 Bonds. Date: SIMMONS BANK, as Trustee Authorized Signature A-6 4886-2878-0568.4 (Form of Assigrunent) ASSIGNMENT FOR VALUE RECEIVED, , hereby sells, assigns, and transfers unto , the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. DATE: , 20 Transferor GUARANTEED BY: NOTICE: Signature(s) must be guaranteed by an institution satisfactory to the Trustee or other transfer agent. A-7 4886-2878-0568A TAX COMPLIANCE AGREEMENT between CITY OF FAYETTEVILLE, ARKANSAS and SIMMONS BANK as Trustee Dated as of June 22, 2022 Relating to: $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 Prepared by: Kutak Rock LLP 124 West Capitol Avenue Suite 2000 Little Rock, Arkansas 72201 EXECUTION COPY 4891-7851-3187.1 TAX COMPLIANCE AGREEMENT THIS TAX COMPLIANCE AGREEMENT (this "Tax Compliance Agreement) is made and dated as of June 22, 2022, by and between the CITY OF FAYETTEVILLE, ARKANSAS, a city of the first class and political subdivision of the State of Arkansas (the "Issuer"), and SIMMONS BANK, a banking corporation organized and existing under the laws of the State of Arkansas, not in its individual capacity but solely in its capacity as the trustee (the "Trustee") named under that certain Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), by and between the Issuer and the Trustee. WITNESSETH: WHEREAS, pursuant to the Constitution and laws of the State of Arkansas, including particularly Amendment 62 and Arkansas Code Annotated §§ 14-164-301 et seq. (as from time to time amended, the "Authorizing Legislation"), the Issuer has authorized the issuance of $74,340,000 principal amount of its Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Bonds"), pursuant to the Indenture and Ordinance No. 6563, adopted and approved by the Issuer on May 3, 2022 (the "Authorizing Ordinance"), for the purposes of providing a portion of the funds needed (i) to acquire, construct and equip various capital improvements within the corporate boundaries of the Issuer (the "Projects"), and (ii) to pay the costs of issuance of the Bonds; and WHEREAS, the Issuer has determined that the issuance, sale and delivery of the Bonds is necessary in order to provide a portion of the financing for the Projects; and WHEREAS, this Tax Compliance Agreement has been entered into by the Issuer and the Trustee to provide for compliance with the provisions of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder; and WHEREAS, this Tax Compliance Agreement is executed in part for the purpose of setting forth the facts, estimates and expectations of the Issuer on the date hereof as to future events regarding the Bonds and the Projects; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Trustee hereby agree as follows: 4891-7851-3187.1 ARTICLE I DEFINITIONS Section IJ. Definitions. The following words and phrases shall have the following meanings. Any capitalized word or term used herein but not defined herein shall have the same meaning given in the Indenture. "Adjusted Fair Market Value " of an investment means the Fair Market Value plus the sum of all adjustments, if any, made to the issue price of such investment under Section 1272 of the Code, since the date the investment became a Nonpurpose Obligation. "Arbitrage Rebate Consultant" means an accounting firm or a firm of attorneys or another person or firm with knowledge of or experience in advising bond trustees with respect to the provisions of Section 148(f) of the Code. "Average Economic Life " means the average reasonably expected economic life of the Projects as defined in Section 147(b) of the Code. "Average Maturity" means the average maturity of the Bonds as defined in Section 147(b) of the Code. "Bond Counsel" means Kutak Rock LLP or an attorney or firm of attorneys recognized as having expertise in matters relating to the issuance of tax-exempt obligations reasonably acceptable to the Trustee. "Bonds" means the Issuer's $74,340,000 original principal amount of Sales and Use Tax Capital Improvement Bonds, Series 2022. "Bond Year " means the period commencing on November 2 of each year and terminating on November 1 of the immediately succeeding calendar year during the term of the Bonds, except that the first Bond Year shall begin on the date of issue of the Bonds and shall end on November 1, 2022 (unless a different period is required by the Regulations or selected by the Issuer after the date of issue). "Code" means the Internal Revenue Code of 1986, as amended, and the Regulations thereunder. "Coinputation Period" means each period from the date of issue through the date on which a determination of the Rebate Amount is made. "Costs of Issuance " means all costs incurred in connection with the borrowing. Examples of costs of issuance include (but are not limited to): (a) underwriter's spread (whether realized directly or derived through purchase of the Bonds at a discount below the price at which a substantial number of Bonds are sold to the public); 2 4891-7851-3187.1 (b) counsel fees (including bond counsel, underwriter's counsel, issuer's counsel, trustee's counsel and any other specialized counsel fees incurred in connection with the borrowing); (c) financial advisor fees (including the Issuer's financial advisor) incurred in connection with the borrowing; (d) rating agency fees; (e) trustee fees incurred in connection with the borrowing; (f) paying agent and certifying and authenticating agent fees related to issuance of the Bonds; (g) accountant fees related to issuance of the Bonds; (h) printing costs (for the Bonds and of preliminary and final offering materials); and (i) costs incurred in connection with the required public approval process (e.g., publication costs for public notices generally and costs of any public hearing or voter referendum or election expense). "Exempt Person " means any State or a local governmental unit of the State. "Fair Market Value" of an investment means the fair market value, including accrued interest, of such investment at the time it becomes a Nonpurpose Obligation. "Gross Proceeds" means: (a) Sale proceeds (as defined in Section 1.148-1(b) of the Regulations); (b) Investment proceeds (as defined in Section 1.148-1(b) of the Regulations); (c) Transferred proceeds (as defined in Section 1.148-9 of the Regulations); (d) Any amounts held as a sinking fund for the Bonds; (e) Any amounts held in a pledged fund or reserve fund for the Bonds; and (f) Any other replacement proceeds (as defined in Section 1.148-1(c) of the Regulations). "Issue Price" of obligations means the "issue price" as defined in Section 1.148-1(f) of the Regulations. Except as otherwise defined in such section of the Regulations, the Issue Price of obligations issued for money is the first price at which ten percent of the obligations is sold to the public (as defined in Section 1.148-1(f)(3)(ii) of the Regulations). If an obligation is issued for money in a private placement to a single buyer that is not an underwriter (as defined in Section 1. 148-1 (f)(3)(iii) of the Regulations) or a related party (as defined in Section 1.150-1(b) of the Regulations) to an underwriter, the Issue Price of the obligations is the price paid by that buyer. The Issue Price is not reduced by any issuance costs (as defined in Section 1.150-1(b) of the Regulations). Under the so-called "hold the price rule," the issuer of the obligations may treat the initial offering price to the public as of the sale date of the obligations as the Issue Price of the obligations if the requirements of paragraphs (f)(2)(ii)(A) and (B) of Section 1.148-1(f) are met. For obligations issued for money in a competitive sale (as defined in Section 1.148- 4891-7851-3187.1 1(f)(3)(i) of the Regulations), the issuer of the obligations may treat the reasonably expected initial offering price to the public as of the sale date as the Issue Price of the obligations if the issuer obtains from the winning bidder a certification of the obligations' reasonably expected initial offering price to the public as of the sale date upon which the price in the winning bid is based. The Issue Price of the Bonds is identified in Section 4.5 of this Tax Compliance Agreement. "Net Sale Proceeds" means sale proceeds, less the portion of those sales proceeds invested in a reasonably required reserve or replacement fund under Section 148(d) of the Code. "Nonpurpose Obligation" means any investment property, as defined in Section 148(b) of the Code, in which Gross Proceeds are invested and which is not acquired to carry out the governmental purpose of the issue. "Projects" means the various street, trail, drainage, parks, arts corridor, city facilities and firefighting improvements to be financed with proceeds of the Bonds, including primarily the components described in the Official Statement dated June 9, 2022, providing for the offer and sale of the Bonds. "Qualified Project Costs" means Project Costs (as defined in the Indenture); provided, however, that (i) Project Costs paid or incurred more than sixty (60) days prior to December 18, 2018, shall not be deemed to be Qualified Project Costs (except for costs under the de minimis and preliminary expenditure exceptions set forth in Section 1.150-2 of the U.S. Treasury Regulations), (ii) Costs of Issuance shall not be deemed to be Qualified Project Costs, and (iii) interest prior to the Completion Date (as defined in the Indenture) of a Project, letter of credit fees, and municipal bond insurance premiums which represent a transfer of credit risk must be allocated between Qualified Project Costs and other costs and expenses to be paid with Bond proceeds. "Rebate Amount" means, with respect to the Bonds, the amount computed as described in Section 4.13 hereof. "Regulation" or "Regulations" means the temporary, proposed or final Income Tax Regulations promulgated by the Department of the Treasury and applicable to the Bonds. "State " means the State of Arkansas. "Tax Compliance Agreement" means this Tax Compliance Agreement. "Trustee " means Simmons Bank, a banking corporation organized and existing under the laws of the State of Arkansas, or any successor trustee under the Indenture. "Underwriter" means Stephens Inc. "Yield" means, with respect to the Bonds, yield computed under Section 1.148-4 of the Regulations, and with respect to an investment, yield computed under Section 1.148-5 of the Regulations. 4 4891-7851-3187.1 Section 1.2. Reliance on Issuer Information. Bond Counsel and the Trustee shall be permitted to rely upon the contents of this Tax Compliance Agreement and any certification, document or instructions provided pursuant to this Tax Compliance Agreement and shall not be responsible or liable in any way for the accuracy of their contents or the failure of the Issuer to deliver any required information. ARTICLE II REPRESENTATIONS AND COVENANTS BY THE ISSUER Section 2.1. Organization and Authority. The Issuer hereby represents that it (1) is a political subdivision duly organized and existing under the laws of the State of Arkansas, and (2) has lawful power and authority to issue the Bonds for the purposes set forth in the Indenture, to enter into, execute and deliver the Indenture and this Tax Compliance Agreement, and to carry out its obligations under such documents, and (3) by all necessary action has been duly authorized to execute and deliver the Indenture and this Tax Compliance Agreement, acting by and through its duly authorized officials. Section 2.2. Use of Bond Proceeds; Ownership of the Projects. The Issuer hereby represents and warrants for the benefit of the Bond Counsel, the Trustee and holders of the Bonds that the proceeds of the Bonds will be used to (i) to finance or reimburse a portion of the costs of the acquisition, construction and equipping of the Projects and (ii) to pay the Costs of Issuance of the Bonds. The Average Maturity of the Bonds to the final maturity date of November 1, 2032 (6.830 years) does not exceed 120% of the Average Economic Life of the Projects (at least 5.692 years). The Issuer further represents and warrants that all of the Projects financed with proceeds of the Bonds will be, or will continue to be, owned and operated by the Issuer. The Issuer further represents and warrants that it will not use or permit the use of any of the proceeds of the Bonds or any other funds of the Issuer, directly or indirectly, in any manner, and will not take or permit to be taken any other action, including use of the Projects, that would cause interest on the Bonds to be included in the gross income of the owners thereof for federal income tax purposes. In particular, the Issuer will not use, or permit the use of, any portion of the Projects in a manner that would cause the Bonds to be deemed "private activity bonds" within the meaning of Section 141 of the Code. The Issuer will not allow any property financed with the Net Sale Proceeds of the Bonds or the Projects to be used in the trade or business of any person who is a non -Exempt Person unless it obtains an opinion of Bond Counsel that such use would not adversely affect the tax -exemption of interest on the Bonds. The Issuer acknowledges that in determining whether all or any portion or function of such property or the Projects is used, directly or indirectly, in the trade or business of a non -Exempt Person, use of any portion or function of such property or the Projects by a non -Exempt Person pursuant to a lease, sublease, management contract, research contract, service contract or other arrangement must be examined. A lease, sublease, management contract, research contract, service contract or other arrangement between the Issuer and a non -Exempt Person with respect to property financed with Proceeds of the Bonds or the Projects or any portion or function thereof will not result in private 4891-7851-3187.1 trade or business use of a non -Exempt Person if the guidelines set forth in the Regulations and Rev. Proc. 97-13 are met or an approving opinion of Bond Counsel is delivered to the Issuer. Section 2.3. Change in Use or Ownership of the Projects. The Issuer represents that it intends to own and operate the Projects at all times during the term of the Bonds. The Issuer does not know of any reason why the Projects will not be so used in the absence of (i) supervening circumstances not now anticipated by it, (ii) adverse circumstances beyond its control, or (iii) obsolescence of such insubstantial parts or portions thereof as may occur as a result of normal wear and tear. The Issuer covenants that it will not change the use, ownership or nature of any portion of the Projects so long as any of the Bonds are outstanding unless, in the written opinion of Bond Counsel, such change will not result in the inclusion of interest on the Bonds in the gross income of the recipient thereof for purposes of federal income taxation, except that the Issuer may, without an opinion, sell or otherwise dispose of minor parts or portions of the Projects as may be necessary or desirable due to normal wear, tear or obsolescence. The Issuer will monitor the use of the Projects in order to assure that interest on the Bonds remains excludable from the gross income of the recipients thereof for purposes of federal income taxation, and the Issuer will consult with Bond Counsel as necessary to determine whether, and to what extent, if as a result of the change in use or purpose of the Projects any remedial action is required under the Code or the Regulations. Section 2.4. Bonds in Registered Form. The Bonds will be issued in registered form as required by Section 149(a) of the Code. Section 2.5. Information Reporting. Section 149(e) of the Code requires as a condition to qualification for tax -exemption that the Issuer provide to the Secretary of the Treasury certain information with respect to the Bonds and the application of the proceeds derived therefrom. The Issuer hereby represents, for the benefit of Bond Counsel and the owners of the Bonds, that it has reviewed the Internal Revenue Code Form 8038-G (Information Return for Tax -Exempt Governmental Obligations) prepared by Bond Counsel and that the information contained therein is true, complete and correct to the best knowledge of the Issuer as of the date of issuance of the Bonds. Section 2.6. No Federal Guarantee. The Issuer represents and covenants that it has not taken and will not take, or permit to be taken, any action that will cause the Bonds to be "federally guaranteed" within the meaning of § 149(b) of the Code. Section 2.7. Bonds Not Hedge Bonds. The Issuer represents that it reasonably expects to expend at least 85 percent of the "spendable proceeds" of the Bonds for the specific purposes for which the Bonds are issued within three years of the date hereof and not more than 50 percent of the proceeds of the Bonds will be invested in Nonpurpose Obligations having substantially guaranteed Yields for four years or more. Section 2.8. Reimbursement. The Issuer acknowledges its understanding that if any proceeds of the Bonds are used to reimburse the Issuer for costs relating to the Projects that were paid prior to the date of issuance of the Bonds, such costs shall be deemed Qualified Project Costs eligible for requisition from the Project Fund by the Issuer only if the reimbursement is valid under § 1.150-2 of the Regulations. The Issuer further acknowledges its understanding that, 6 4891-7851-3187.1 in general, a reimbursement is valid only if (A) such costs were paid no sooner than sixty (60) days prior to December 18, 2018, the date the Issuer adopted an ordinance expressing its official intent to issue tax-exempt bonds to finance the Projects, and (B) Bond proceeds are allocated to reimburse such costs within eighteen (18) months after the later of the date such expenditures were made or the date the Projects are placed in service, but in no event later than three (3) years after the original expenditure was paid. Series 2.9. No Replacement. No portion of the amounts received from the sale of the Bonds will be used as a substitute for other funds which were otherwise to be used as a source of financing for the Projects, and which will be used to acquire, directly or indirectly, investment obligations producing a Yield in excess of the Yield on the Bonds. Section 2.10. No Abusive Arbitrage Device. The Issuer represents that the Bonds are not and will not be part of a transaction or series of transactions that has the effect of (1) enabling the Issuer to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage, and (2) overburdening the tax-exempt bond market. The Issuer will not use or permit the use of any proceeds of the Bonds or any other funds of the Issuer, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the Issuer or the Trustee in any manner, and shall not take or permit to be taken any other action or actions, which would cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code. Section 2.11. Single Issue. The Issuer represents that the Bonds constitute a single "issue" under §1.150-1(c) of the Regulations. No other obligations of the Issuer (1) are being sold within fifteen (15) days of the sale of the Bonds, (2) are being sold pursuant to the same plan of financing as the Bonds, and (3) are expected to be paid from substantially the same source of funds (disregarding guaranties from third parties, such as bond insurance) as the Bonds. Section 2.12. [Reserved.] Section 2.13. Reliance on Representations of Issuer; Survival. The Issuer understands and acknowledges that Bond Counsel is relying on the various representations, warranties and covenants of the Issuer contained in this Tax Compliance Agreement for purposes of delivering its approving opinion. All representations and certifications of the Issuer contained in this Tax Compliance Agreement will survive the execution and delivery of this Tax Compliance Agreement and the issuance, sale and delivery of the Bonds, as representations of facts existing as of the date of the execution and delivery of this Tax Compliance Agreement. The covenants and warranties of the Issuer contained in this Article II will remain in full force and effect notwithstanding the defeasance of the Bonds and the discharge of the Indenture, until the final maturity date of all Bonds Outstanding and payment of such Bonds. ARTICLE III COVENANTS OF THE TRUSTEE Section 3.1. Covenants of the Trustee. The Trustee covenants to the Issuer that it will comply with all applicable provisions of this Tax Compliance Agreement and any written letter 7 4891-7851-3187.1 or opinion of Bond Counsel which sets forth any action necessary by the Trustee to preserve interest on the Bonds from the gross income of the recipients thereof for federal income tax purposes. Such covenant will remain in full force and effect notwithstanding the defeasance of the Bonds and the discharge of the Indenture, until the final maturity date of all Bonds Outstanding and payment of such Bonds. The Trustee shall keep records of the expenditure of Gross Proceeds of the Bonds for the term of this Tax Compliance Agreement. Such records, if any, as are maintained by the Trustee may, at the option of the Trustee, be maintained by electronic filing or record keeping systems. ARTICLE IV C:��7: ; _- a �7 ►1 7 WEV" Section 4.1. Purpose. The purpose of this Article IV is to certify, pursuant to § 1.148- 2(b) of the Regulations, the reasonable expectations of the Issuer as to the sources, uses and investment of Bond proceeds and other moneys in order to support the Issuer's conclusion that the Bonds will not be deemed to be "arbitrage bonds" within the meaning of § 148 of the Code. The person executing this Tax Compliance Agreement on behalf of the Issuer is an officer of the Issuer responsible for issuing and delivering the Bonds. The Issuer has not been notified of any listing or proposed listing of the Issuer by the Internal Revenue Service as an issuer that may not certify its bonds. Section 4.2. Reasonable Expectations. The facts, estimates, expectations and representations of the Issuer set forth in this Article IV are based upon the Issuer's understanding of various documents and certificates executed in connection with the issuance of the Bonds, including (1) the Indenture, (2) this Tax Compliance Agreement, and (3) a certificate of the Underwriter (in the form attached hereto as Exhibit A). To the Issuer's knowledge, the facts, . estimates and expectations set forth in this Tax Compliance Agreement are reasonable. The Issuer has no knowledge that would cause it to believe that the representations, warranties and certifications described herein are unreasonable or inaccurate or may not be relied upon. Section 4.3. Authority and Purpose for Bonds. The Issuer is issuing and delivering the Bonds simultaneously with the execution of this Tax Compliance Agreement, pursuant to the Authorizing Legislation, the Indenture and the Authorizing Ordinance. The Bonds are being issued for the purposes of providing a portion of the funds needed for (i) the acquisition, construction and equipping of the improvements comprising the Projects, and (ii) paying Costs of Issuance of the Bonds. The proceeds of the Bonds to be used to acquire, construct and equip the Projects, together with other available moneys and investment earnings on such moneys and proceeds, do not exceed the amount necessary to provide for such purposes. Section 4.4. Funds and Accounts. The following funds and accounts have been established with the Trustee pursuant to the Indenture in connection with the Bonds: Project Fund, and a Streets Project Account, Trails Project Account, Drainage Project Account, Parks Project Account, City Facilities Project Account, Arts Corridor Project Account, Police Facilities Project Account, Firefighting Facilities Project Account and Economic Development Project Account therein; 8 4891-7851-3187.1 Revenue Fund; Bond Fund, and an Interest Account and Principal Account therein; Redemption Fund; Costs of Issuance Fund; and Rebate Fund. Section 4.5. Source and Disbursement of Bond Proceeds. The Bonds will be sold to the public at a purchase price equal to $75,513,865.05 (the "Issuer Price") (representing the $74,340,000.00 par amount of the Bonds plus a net original offering premium of $1,173,865.05). The Underwriter will retain an underwriting discount of $367,983.00. Accordingly, the net amount of proceeds of the Bonds to be received by the Issuer shall be $75,145,882.05, which amount shall be deposited and expended as follows: (i) $29,753,980.47 will be deposited into the Streets Project Account of the Project Fund and will be used to pay Qualified Project Costs with respect to the Streets Project (as defined in the Indenture); (ii) $4,611,107.56 will be deposited into the Trails Project Account of the Project Fund and will be used to pay Qualified Project Costs with respect to the Trails Project (as defined in the Indenture); (iii) $8,283,433.07 will be deposited into the Drainage Project Account of the Project Fund and will be used to pay Qualified Project Costs with respect to the Drainage Project (as defined in the Indenture); (iv) $11,047,638.78 will be deposited into the Parks Project Account of the Project Fund and will be used to pay Qualified Project Costs with respect to the Parks Project (as defined in the Indenture); (v) $2,713,976.20 will be deposited into the City Facilities Project Account of the Project Fund and will be used to pay Qualified Project Costs with respect to the City Facilities Project (as defined in the Indenture); (vi) $12,727,756.58 will be deposited into the Arts Corridor Project Account of the Project Fund and will be used to pay Qualified Project Costs with respect to the Arts Corridor Project (as defined in the Indenture); (vii) $5,866,989.39 will be deposited into the Firefighting Facilities Project Account of the Project Fund and will be used to pay Qualified Project Costs with respect to the Firefighting Facilities Project (as defined in the Indenture); and (viii) the remaining $141,000.00 of the proceeds will be deposited into the Cost of Issuance Fund and used to pay Costs of Issuance of the Bonds. Section 4.6. Costs of Issuance Fund. The Indenture creates the Costs of Issuance Fund which will be initially funded with $141,000.00 of Bond proceeds. Moneys in the Cost of 9 4891-7851-3187.1 Issuance Fund will be used to pay Costs of Issuance associated with the Bonds. Proceeds of the Bonds deposited in the Costs of Issuance Fund shall be spent within a one-year period beginning on the date of issuance of the Bonds and may be invested until expended in Nonpurpose Obligations that bear a Yield that is materially higher than the Yield on the Bonds. The earnings on such investments will be subject to the rebate requirements described in Section 4.13 of this Tax Compliance Agreement unless the Issuer qualifies under one of the rebate exemptions described in the Code and the Regulations. Any excess proceeds in the Cost of Issuance Fund on October 1, 2022 will be transferred to the Interest Account of the Bond Fund and will be utilized to pay interest due on the Bonds on November 1, 2022. Section 4.7. Revenue Fund, Bond Fund and Redemption Fund The Indenture creates the Revenue Fund, the Bond Fund and the Redemption Fund. Moneys will be transferred to the Revenue Fund, and from the Revenue Fund to the Bond Fund as described in the Indenture, to provide for the payment of principal of and interest on the Bonds as due. Moneys will be transferred from the Revenue Fund to the Redemption Fund as described in the Indenture to provide for the payment prior to maturity of the principal of the Bonds. Moneys deposited in the Revenue Fund, the Bond Fund and the Redemption Fund will be spent within a 13-month period beginning on the date of the original deposit in the Revenue Fund, and any amount received from investment of moneys held in the Revenue Fund, the Bond Fund or the Redemption Fund will be spent within a one-year period beginning on the date of receipt. The Revenue Fund, the Bond Fund and the Redemption Fund will be completely depleted at least once a year. Accordingly, the Revenue Fund, the Bond Fund and the Redemption Fund constitute "bona fide debt service funds" for the Bonds. Amounts in the Revenue Fund, Bond Fund and Redemption Fund may be invested until expended in Nonpurpose Obligations that bear a Yield that is materially higher than the Yield on the Bonds. The earnings on such investments will be subject to the rebate requirements described in Section 4.13 of this Tax Compliance Agreement for any year in which the sum of such investment earnings equals or exceeds $100,000 unless the Issuer qualifies under one of the other rebate exemptions described in the Code and the Regulations. Section 4.8. [Reserved]. Section 4.9. Project Fund The Indenture creates the Project Fund which will be initially funded with $75,004,882.05 of Bond proceeds. Moneys in the Project Fund will be used to pay costs associated with the acquisition, construction and equipping of the improvements comprising the Projects. The Issuer has incurred, or will incur within six (6) months of the date of issuance of the Bonds, a substantial binding obligation to a third party to spend at least 5% of the Net Sale Proceeds on the Projects. The completion of the Projects and the allocation of Net Sale Proceeds to expenditures will proceed with due diligence. Completion of the Projects is expected to occur on or before June 22, 2025. At least 85% of the Net Sale Proceeds will be allocated to Project expenditures within three (3) years from the date of issuance of the Bonds. Until June 22, 2025, the Net Sale Proceeds of the Bonds deposited in the Project Fund may be invested until expended in Nonpurpose Obligations that bear a Yield that is materially higher than the Yield on the Bonds. The earnings on such investments will be subject to the rebate requirements described in Section 4.13 of this Tax Compliance Agreement unless the Issuer qualifies under one of the rebate exemptions described in the Code and the Regulations. 10 4891-7851-3187.1 Section 4.10. Issue Price and Yield on the Bonds. (a) The Underwriter, in Exhibit A hereto, has represented that the Issue Price is the price at which the Bonds were sold to the public. (b) The Yield on the Bonds has been calculated by the Underwriter to be not less than 2.7131610%. As used in this Tax Compliance Agreement, Yield refers to the discount rate which, when used in computing the present worth of all payments of principal and interest to be paid on the Bonds, produces an amount equal to the Issue Price for the Bonds. For purposes of computing Yield, the purchase price of any Bond is equal to the Fair Market Value as of the date of a binding contract to acquire such Bond. Further, for purposes of calculating the Yield on the Bonds, the Bonds sold at substantial premiums have been treated as redeemed on the earliest call date resulting in the lowest Yield on the Bonds. Section 4.11. Arbitrage Representations. Pursuant to the issuance of the Bonds, the Issuer hereby represents, certifies and warrants as follows: (a) Other than Revenue Fund, the Bond Fund, the Redemption Fund, the Project Fund and the Costs of Issuance Fund created under the Indenture, there has not been created or established and the Issuer does not expect that there will be created or established, any sinking fiind, pledged fund or similar fund, including, without limitation, any arrangement under which money, securities or obligations are pledged directly or indirectly to secure the Bonds or any contract securing the Bonds or any arrangement providing for compensating balances to be maintained by the Issuer with any holder of the Bonds. (b) All funds established pursuant to the Indenture will be invested pursuant to the Indenture and this Tax Compliance Agreement. (c) The Issuer will instruct the Trustee with respect to investment of the various funds held under the Indenture. (i) The Issuer will not instruct the Trustee to invest in any Nonpurpose Obligation unless at Fair Market Value. The Fair Market Value of a Nonpurpose Obligation shall be the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's-length transaction determined as of the date on which the contract to buy or sell the investment is entered into. (ii) If a Nonpurpose Obligation is acquired or sold or disposed of in an arm's length transaction without regard to any amount paid to reduce the Yield on the Nonpurpose Obligation, or any reduction in sale or disposition price to reduce the Rebate Amount, the Fair Market Value of the Nonpurpose Obligation shall be the amount paid for, or the amount realized upon the sale or disposition of, the Nonpurpose Obligation. (iii) If a United States Treasury obligation is acquired directly from or sold or disposed of directly to the United States Treasury, such acquisition or sale 11 4891-7851-3187.1 or disposition shall be treated as establishing a market for the obligation and as establishing the Fair Market Value of the obligation. (iv) The purchase or sale of a certificate of deposit issued by a commercial bank will be at Fair Market Value if the Yield at which it is purchased is not less than (i) the Yield of comparable United States Treasury Obligations and (ii) the highest Yield posted by such provider on comparable deposits to the public. (v) The Trustee, on behalf of the Issuer, may not purchase or sell Nonpurpose Obligations pursuant to any investment contract or repurchase agreement unless (i) it receives at least three bids from persons other than those with an interest in the Bonds, (ii) a certification is provided by the person whose bid is accepted stating the administrative costs that are reasonably expected to be paid to third parties in connection with the investment contract, (iii) a certification is provided by the person whose bid is accepted stating that the Yield of the investment contract is not less than the Yield of comparable investment contracts to other persons who do not utilize proceeds of tax-exempt bonds to purchase such contracts, (iv) the Yield on the investment contract is at least equal to the Yield offered under the highest bid received from a noninterested party, (v) the bidding for the investment contract takes into account as a significant factor the expected drawdown schedule of the Bond proceeds, and (vi) any collateral security requirements of the investment contract are reasonable. Section 4.12. Arbitrage Compliance. The Issuer acknowledges that the continued exclusion of interest on the Bonds from gross income of the recipients for purposes of federal income taxation depends, in part, upon compliance with the arbitrage limitations imposed by Section 148 of the Code, including the rebate requirement described in Sections 4.13, 4.14 and 4.15 below. The Issuer hereby agrees and covenants that it shall not permit at any time or times any of the proceeds of the Bonds or other funds of the Issuer to be used, directly or indirectly, to acquire any asset or obligation, the acquisition of which would cause the Bonds to be "arbitrage bonds" for purposes of Section 148 of the Code. The Issuer further agrees and covenants that it shall do and perform all acts and things necessary in order to ensure that the requirements of Section 148 of the Code are met. To that end, the Issuer hereby agrees to take the actions described in Sections 4.13 through 4.15 below with respect to the investment of Gross Proceeds on deposit in the funds and accounts established under the Indenture and to direct the Trustee to make the required transfers and dispositions described in Sections 4.13, 4.14 and 4.15, below. The Issuer will monitor the investment of proceeds of the Bonds to assure compliance with Section 148 of the Code, and the Issuer will consult with Bond Counsel periodically with respect to arbitrage issues and compliance. Section 4.13. Rebate Fund, Calculation of Rebate Amount. Section 148(f) of the Code requires the payment to the United States of the excess of the amount earned on the investment of Gross Proceeds in Nonpurpose Obligations over the amount that would have been earned on such investments had the amount so invested been invested at a rate equal to the Yield on the Bonds, together with any income attributable to such excess. The Cost of Issuance Fund, the 12 4891-7851-3187.1 Project Fund, the Revenue Fund, the Bond Fund, the Redemption Fund and the Rebate Fund (defined below) are subject to this rebate requirement. In accordance with the requirements set out in the Code, the Rebate Fund (the "Rebate Fund") has been created in the Indenture with respect to the Bonds to be held by the Trustee and used as provided in this Section 4.13. The Rebate Fund shall be held and disbursed in accordance with the following: (a) All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, except as may otherwise be directed in writing by the Issuer, for payment to the federal government of the United States of America. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Tax Compliance Agreement. The Trustee shall be deemed conclusively to have complied with this Tax Compliance Agreement if it follows the directions of the Issuer or an Arbitrage Rebate Consultant engaged by the Issuer, and shall have no liability or responsibility to enforce compliance by the Issuer with the terms of this Tax Compliance Agreement. (b) (i) Any funds remaining in the Rebate Fund after redemption and payment of all the Bonds and the final payment to the United States of America described in Section 4.14 below, or provision made therefor including accrued interest and payment of any applicable fees and expenses to the Trustee and any Arbitrage Rebate Consultant and satisfaction of the payment of the Rebate Amount in accordance with directions from the Issuer, shall be withdrawn by the Trustee upon written instructions from the Issuer and remitted to the Issuer. (ii) Notwithstanding anything to the contrary in this Tax Compliance Agreement, any amount received from the investments of amounts held in the Rebate Fund which represents an amount earned shall be credited to and retained in the Rebate Fund upon the receipt thereof (iii) In the event that on the first day of any Bond Year the amount on deposit in the Rebate Fund exceeds the aggregate Rebate Amount as certified by an Arbitrage Rebate Consultant engaged by or on behalf of the Issuer, the Trustee, upon written instructions from the Issuer, shall withdraw the excess from the Rebate Fund, pay any amounts then due and payable under the Indenture and pay any remaining excess to the Issuer. (iv) For purposes of crediting amounts to the Rebate Fund or withdrawing amounts from the Rebate Fund, Nonpurpose Obligations shall be valued in the manner provided in this Tax Compliance Agreement. (c) On or before 30 days following the end of the fifth Bond Year, upon the Issuer's written direction, an amount shall be deposited to the Rebate Fund by the Trustee from deposits made by the Issuer, if and to the extent required, so that the balance of the Rebate Fund shall equal the aggregate Rebate Amount required as of the end of such fifth Bond Year. 13 4891-7851-3187.1 (d) In order to meet the Issuer's obligations in complying with the rebate requirement of Section 148(f) of the Code, the Trustee and the Issuer agree and covenant to take the following actions: (i) For each investment of amounts held with respect to the Bonds (other than investments in obligations described in Section 103(a) of the Code, including amounts so treated) in the (I) Costs of Issuance Fund, (II) Project Fund, (III) Revenue Fund, (IV) Bond Fund, (V) Redemption Fund, and (VI) Rebate Fund, the Trustee shall record the purchase date of such investment, its purchase price, the accrued interest due on its purchase date, its face amount, its coupon rate, the frequency of its interest payment, and if disposed of, its disposition price, accrued interest due on its disposition date and its disposition date. If so engaged by the Issuer, an Arbitrage Rebate Consultant shall calculate the Fair Market Value for such investments and the Yield thereon. The Yield for an investment shall be calculated by using as its purchase price its Fair Market Value on the purchase date of such investment or on the date on which it becomes a Nonpurpose Obligation, whichever is later. (ii) Any Arbitrage Rebate Consultant shall determine the amount of earnings received on all investments described in paragraph (i) above, other than investments in obligations described in Section 103(a) of the Code (including amounts so treated) which are not defined by the Code as "investment property" or amounts in the Revenue Fund, Bond Fund and Redemption Fund if the earnings on the Revenue Fund, Bond Fund and Redemption Fund do not, in the aggregate, exceed $100,000 for any Bond Year, during the Computation Periods ending with the following determination dates: (I) the last day of the first Bond Year and each succeeding last day of each Bond Year; (II) the maturity date of the Bonds; and (III) if all outstanding Bonds are redeemed prior to the maturity date of the Bonds, the date on which all Bonds are redeemed. In addition, where Nonpurpose Obligations are retained by the Trustee after retirement of the Bonds, any unrealized gains or losses as of the date of retirement of the Bonds must be taken into account in calculating the earnings on such Nonpurpose Obligations with each such obligation treated as sold for its Fair Market Value. In calculating the earnings described above, earnings received in a Bond Year shall include amounts which would be treated as income under Section 1272 of the Code regarding the accrual of original issue discount. In addition, earnings received in any Bond Year within the Computation Period shall include the gain or loss on the sale of any investment determined by subtracting the Adjusted Fair Market Value of the investment from the disposition price of the investment. For purposes of assisting the Issuer or an Arbitrage Rebate Consultant engaged by or on behalf of the Issuer in making such determinations, the Trustee shall provide to the Issuer or Arbitrage Rebate Consultant all information requested by the Issuer or Arbitrage Rebate Consultant in the possession of the Trustee. (iii) For each Computation Period specified in paragraph (ii) above, the Issuer or an Arbitrage Rebate Consultant engaged by the Issuer shall determine the amount of earnings on all investments held in the Rebate Fund during the 14 4891-7851-3187.1 Computation Period. In calculating the earnings, earnings within the Computation Period shall include amounts which would be treated as income under Section 1272 of the Code regarding the accrual of original issue discount. In addition, earnings in any Bond Year within the Computation Period shall include the gain or loss on the sale of any investment determined by subtracting the Adjusted Fair Market Value of the investment from the disposition price of the investment. (iv) For each Computation Period specified in paragraph (ii) above, the Issuer or an Arbitrage Rebate Consultant engaged by the Issuer shall calculate the Rebate Amount by any appropriate method described in the Code and Regulations applicable or which become applicable to the Bonds. (v) For each Computation Period specified in paragraph (ii) above and within 30 days of the end of each such Computation Period, the Issuer or an Arbitrage Rebate Consultant engaged by the Issuer shall calculate the Rebate Amount and notify the Issuer (if the calculation is made by an Arbitrage Rebate Consultant) and the Trustee in writing of the Rebate Amount. If the Rebate Amount (less amounts previously rebated to the United States) exceeds the amount on deposit in the Rebate Fund, the Issuer shall immediately pay such amount to the Trustee for deposit into the Rebate Fund. If the Issuer does not pay such amount within 20 days of notice of the Rebate Amount to the Trustee, the Trustee shall withdraw and transfer such amount, first, from amounts on deposit in the funds and accounts under the Indenture (and the Trustee, without direction from the Issuer, and without making demand on, but with notice to, the Issuer, shall immediately withdraw such amount from such fiends and accounts) and, if such amounts are insufficient, second, from any other source. Section 4.14. Payment to United States. (a) Within 45 days after the end of the fifth Bond Year and after every fifth Bond Year thereafter, the Issuer shall direct the Trustee to pay to the United States, not later than 45 days after the end of the fifth Bond Year, and not later than five years after each preceding payment was due or would have been due if a Rebate Amount existed at that time, an amount equal to not less than the excess of (i) 90% of the sum of the balance, if any, in the Rebate Fund at such time plus all previous payments made to the United States, over (ii) all previous payments made to the United States. The Issuer shall direct the Trustee and the Trustee, in accordance with such directions, shall pay to the United States, not later than 60 days after the last outstanding Bonds are paid or redeemed, 100% of the Rebate Amount as of the end of the final Computation Period less all previous payments made to the United States. (b) Each payment of Rebate Amount shall be mailed by the Trustee to the Internal Revenue Service Center, Ogden, Utah 84201. Each payment shall be accompanied by a copy of the Form 8038-T and the statement summarizing the determination of the Rebate Amount. (c) If during any Computation Period, the aggregate amount earned on Nonpurpose Obligations in which the Gross Proceeds of the Bonds are invested is less than the amount that would have been earned if the obligations had been invested at a rate equal to the Yield on the 15 4891-7851-3187.1 Bonds, such deficit may at the request of the Issuer be withdrawn from the Rebate Fund and paid to the Issuer. The Issuer may direct that any overpayment of rebate may be recovered from any Rebate Amount previously paid to the United States under any procedure that may, after the date of this Tax Compliance Agreement, be permitted by the Code or the Regulations. (d) The Issuer shall provide to the Trustee all information and calculations necessary for the Trustee to fulfill its obligations under this Section 4.14. Section 4.15. Recordkeeping. In connection with the rebate requirement, the Trustee and the Issuer shall maintain the following records: (a) The Trustee and the Issuer shall record all amounts paid to the United States pursuant to Section 4.14. (b) The Trustee and the Issuer shall retain records of any rebate calculations until six years after the retirement of the last obligation of the issue. Section 4.16. Payment to Arbitrage Rebate Consultant. The Issuer shall pay the fees and expenses of any Arbitrage Rebate Consultant. If at any time when the Issuer has retained and is required to pay an Arbitrage Rebate Consultant and the Issuer does not make sufficient payment, the Trustee, 20 days after receiving from the Arbitrage Rebate Consultant a demand for such payment, shall withdraw from the funds and accounts established under the Indenture (except for the Rebate Fund) such amount as may be needed to pay the fees and expenses of the Arbitrage Rebate Consultant. Section 4.17. [Reserved]. ARTICLE V TERM OF TAX COMPLIANCE AGREEMENT Section 5.1. Term. Including all representations, warranties and covenants herein, this Tax Compliance Agreement shall be effective from the date of issuance of the Bonds through the date that is six years after the last Bond is redeemed, paid or deemed paid pursuant to the Indenture. ARTICLE VI AMENDMENTS Section 6.1. Amendments. Notwithstanding any other provision hereof, any provision of this Tax Compliance Agreement may be deleted or modified at any time at the option of the Issuer if the Issuer has provided to the Trustee an opinion of Bond Counsel, in form and substance satisfactory to the Trustee, that such deletion or modification will not adversely affect the exclusion of interest on the Bonds from the gross income of the recipients for purposes of federal income taxation. 16 4891-7851-3187.1 ARTICLE VII EVENTS OF DEFAULT; REMEDIES Section 7.1. Events of Default. The failure of either party to this Tax Compliance Agreement to perform any of its required duties under any provision hereof shall constitute an Event of Default under this Tax Compliance Agreement. Section 7.Z Remedies for an Event of Default. Upon an occurrence of an Event of Default under Section 7.1 hereof, the Issuer or the Trustee may, in their discretion, proceed to protect and enforce their rights and the rights of the holders of the Bonds by pursuing any available remedy, including a suit at law or in equity. ARTICLE VIII PROTECTION OF TRUSTEE Section 8.1. Protection of Trustee. (a) It is hereby recognized and agreed that the Trustee is entering into this Tax Compliance Agreement in its respective capacity as Trustee under the Indenture, and the Trustee shall, with respect to this Tax Compliance Agreement, be entitled to all of the same rights, protections and immunities hereunder as are afforded to the Trustee under the Indenture. (b) The parties hereto acknowledge that the Trustee has no liabilities with respect to compliance with the Code except to take administrative actions as directed by the Issuer pursuant to this Tax Compliance Agreement. (c) The Issuer hereby agrees to indemnify and hold the Trustee harmless for, from and against any and all claims, losses, damages, judgments, costs and expenses incurred by the Trustee relating to this Tax Compliance Agreement except for claims caused by the negligence, breach of trust or willful misconduct of the Trustee. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 17 4891-7851-3187.1 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Tax Compliance Agreement to be executed in their respective names and by their proper officers thereunto duly authorized, all as of the day and year first written above. CITY OF/YAYETTEUjLLE, ARKANSAS AP4741'"�%/I- WMEW0L� SIMMONS BANK, as Trustee By: Title: Vice President and Corporate Trust Officer [SIGNATURE PAGE TO TAX COMPLIANCE AGREEMENT] 18 4891-7851-3187.1 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Tax Compliance Agreement to be executed in their respective names and by their proper officers thereunto duly authorized, all as of the day and year first written above. CITY OF FAYETTEVILLE, ARKANSAS Mayor SIMMONS BANK, as Trustee By: Title: Senior Vice President and Corporate Trust Mgr [SIGNATURE PAGE TO TAX COMPLIANCE AGREEMENT] 18 4891-7851-3187.1 EXHIBIT A TO TAX COMPLIANCE AGREEMENT UNDERWRITER'S CERTIFICATE The undersigned officer of Stephens Inc. (the "Purchaser") of the $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Bonds"), hereby makes the certifications set forth below in connection with the execution and delivery of the Bonds. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Tax Compliance Agreement to which this certificate is attached as an exhibit. (1) Structuring and Marketing. The Purchaser has been involved in the structuring and marketing of the Bonds, including particularly, the establishment of the issue size, the computation of Yield and weighted average maturity, and other factors relating to compliance with Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. (2) Sale of the Bonds. As of the date of this Certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed on Schedule I hereto. (3) Defined Terms. "Issuer" means the City of Fayetteville, Arkansas. "Maturity" means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. "Public" means any person (including an individual, trust, estate, partnership, association, company or corporation) other than an Underwriter or a Related Party. A purchaser of any Bonds is a Related Party to any Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). A-1 4891-7851-3187.1 "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). (4) The Yield on the Bonds, as stated in Section 4.10(b) of the Tax Compliance Agreement, calculated in accordance with the Regulations, including in particular Section 1.148(b)(3)(ii)(B) of the Regulations, is not less than 2.7131610%. For purposes of calculating the Yield on the Bonds, the Bonds sold at substantial premiums have been treated as called on their earliest call date resulting in the lowest Yield. (5) The Bonds have a weighted average maturity, as stated in Section 2.2 of the Tax Compliance Agreement, of 6.830 years. (6) To the best knowledge of the undersigned, the representations of the Issuer contained in the Tax Compliance Agreement are true and correct. The representations set forth in this Certificate are limited to factual matters only, and as it relates to the actions of the other Underwriters, such representations are made to the best of the Purchaser's knowledge based on the Purchaser's records. Nothing in this Certificate represents the Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Compliance Agreement and with respect to compliance with the federal income tax rules affecting the Bonds, and by Kutak Rock, LLP, Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. IN WITNESS WHEREOF, the undersigned has set his hand as of the date set forth below. Dated: June 22, 2022 STEPHENS INC. By: _ Title: A-2 4891-7851-3187.1 SCHEDULE I PRICING AND BALANCE REPORT AT SALE DATE [TO BE ATTACHED] I-1 4891-7851-3187.1 EXECUTION COPY CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (this "Disclosure Agreement") is executed and delivered by the City of Fayetteville, Arkansas (the "City") and Simmons Bank, Pine Bluff, Arkansas, as dissemination agent (the "Dissemination Agent"), in connection with the issuance of $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Bonds"). The Bonds are being issued pursuant to the terms and provisions of Ordinance No. 6563 duly approved by the City Council of the City on May 3, 2022, and pursuant to the terms and provisions of a Trust Indenture dated as of August 1, 2019, as amended and supplemented by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the "Trustee"). In connection with the issuance and delivery of the Bonds, the City and the Dissemination Agent covenant and agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the City for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with, and constitutes the written undertaking for the Beneficial Owners of the Bonds required by, SEC Rule 15c2-12(b)(5) (the "Rule"). The City is an "obligated person" within the meaning of the Rule. The Dissemination Agent shall have no liability with respect to the content of any disclosure provided hereunder, and shall be liable only to the City for sending notices hereunder. As required by the Rule, this Disclosure Agreement is enforceable by Beneficial Owners of the Bonds pursuant to Section 7 hereof. Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement, the following capitalized terms shall have the following meanings: "Annual Financial Information " means the financial information and operating data described in Exhibit I. "Annual Financial Information Disclosure" means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 4. "Audited Financial Statements" means the audited consolidated financial statements of the City, prepared pursuant to the standards and as described in Exhibit I. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Business Day" means any day other than a Saturday or Sunday or a day on which banks in the State of Arkansas or in the state in which the Dissemination Agent is located are not open for business. 4875-5418-7032.3 "Commission" means the U.S. Securities and Exchange Commission. "Disclosure Representative" means the City's Finance Director, or his or her designee, or such other person as the City shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" means Simmons Bank, Pine Bluff, Arkansas, acting in its capacity as a dissemination agent hereunder, or any successor dissemination agent designated in writing by the City and which has filed with the Trustee a written acceptance of such designation. "EMMA " means the Electronic Municipal Market Access facility for municipal securities disclosure of the MSRB. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Financial Obligation" means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation does not include municipal securities as to which a final official statement has been otherwise provided to the MSRB under the Rule. "Fiscal Year" means any period of twelve (12) consecutive months adopted by the City as its fiscal year for financial reporting purpose. The Fiscal Year of the City presently ends on December 31 of each year. "Listed Event" means the occurrence of any of the events with respect to the Bonds set forth in Exhibit II. "Listed Events Disclosure " means dissemination of a notice of a Listed Event as set forth in Section 5. "MSRB" shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 1513(b)(1) of the 1934 Act. "Participating Underwriter" means each broker, dealer or municipal securities dealer acting as an underwriter in any primary offering of the Bonds. "Prescribed Form" means, with regard to the filing of Annual Financial Information, Audited Financial Statements and notices of Listed Events with the MSRB at www.emma.msrb.org (or such other address or addresses as the MSRB may from time to time specify), such electronic format, accompanied by such identifying information, as shall have been prescribed by the MSRB and which shall be in effect on the date of filing of such information. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission ("SEC") under the Exchange Act, as modified by Rule 15c2-12(d)(2), as the same may be amended from time to time. 2 4875-5418-7032.3 "Sales and Use Tax" shall mean the one percent (1.00%) city-wide sales and use tax authorized under the Local Government Bond Act which has been levied within the City pursuant to Ordinance No. 6216 adopted by the City on December 18, 2018, the collection of which tax will commence as provided by State law, as approved by the voters of the City. "State " means the State of Arkansas. "Undertaking" means the obligations of the City pursuant to Sections 4 and 5. Section 3. CUSIP Number/Final Official Statement. The CUSIP Number of the final maturity of the Bonds is 312673 FR2. The final Official Statement relating to the Bonds is dated June 9, 2022 (the "Final Official Statement"). Section 4. Annual Financial Information Disclosure. Subject to Section 9 of this Disclosure Agreement, the City hereby covenants that it will disseminate, or will cause the Dissemination Agent to disseminate, the Annual Financial Information and the Audited Financial Statements (in the form and by the dates set forth below and in Exhibit I) by delivering such Annual Financial Information and the Audited Financial Statements to the MSRB within 180 days of the completion of the City's Fiscal Year. Such information shall be delivered or caused to be delivered in Prescribed Form and by such time so that such entity receives the information by the dates specified. Not later than five (5) Business Days prior to the date specified in the preceding paragraph for providing the Annual Financial Information Disclosure to the MSRB, the City shall provide such Annual Financial Information Disclosure to the Dissemination Agent. If by such date the Dissemination Agent has not received a copy of the applicable Annual Financial Information Disclosure, the Dissemination Agent shall contact the applicable Disclosure Representative to determine if the City is in compliance with the preceding paragraph of this Section 4. If the Dissemination Agent is unable to verify that the Annual Financial Information Disclosure has been provided to the MSRB by the date required in the preceding paragraph, the Dissemination Agent shall file a notice with the MSRB in substantially the form attached as Exhibit III hereto. Contemporaneously with the filing by the Dissemination Agent of any Annual Financial Information Disclosure with the MSRB, the Dissemination Agent shall give notice thereof to the City and the Trustee (if the Trustee is not the Dissemination Agent) certifying that such filing has been made and the date on which it was filed. If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, the City will disseminate or cause dissemination of a statement to such effect as part of its Annual Financial Information for the Fiscal Year in which such event first occurs. If any amendment is made to this Disclosure Agreement, the Annual Financial Information for the Fiscal Year in which such amendment is made (or in any notice or supplement provided to the MSRB) shall contain a narrative description of the reasons for such amendment and its impact on the type of information being provided. 3 4875-5418-7032.3 Section 5. Listed Events Disclosure. Subject to Section 9 of this Disclosure Agreement, the City hereby covenants to disseminate or cause dissemination in a timely manner, not in excess of ten (10) Business Days after the occurrence of the event, of Listed Events Disclosure to the MSRB in Prescribed Form. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Bonds need not be given under this Disclosure Agreement any earlier than the notice (if any) of such redemption is given to the owners of the Bonds pursuant to the Indenture. The City is required to deliver or cause delivery of such Listed Events Disclosure in the same manner as provided by Section 4 of this Disclosure Agreement. Section 6. Duty to Update EMMA/MSRB. The Dissemination Agent shall determine, in the manner it deems appropriate, whether there has occurred a change in the MSRB's e-mail address or filing procedures and requirements under EMMA each time it is required to file information with the MSRB. Section 7. Consequences of Failure of the City to Provide Information. In the event of a failure of the City to comply with any provision of this Disclosure Agreement, the Trustee may (and at the request of a Participating Underwriter or the Beneficial Owners of at least 25% in aggregate outstanding principal amount of the Bonds, and upon being indemnified to its satisfaction, shall) or the Beneficial Owner of any Bond may seek specific performance by court order to cause the City to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture or any other agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the City or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. Section 8. Amendments; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if- (i) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the City or the type of business it conducts; (ii) This Disclosure Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; (iii) The amendment or waiver does not materially impair the interests of the Beneficial Owners of the Bonds, as determined either by parties unaffiliated with the City (such as the Trustee) or by an approving vote of the Beneficial Owners of the Bonds holding a majority of the aggregate principal amount of the Bonds (excluding Bonds held by or on behalf of the City) pursuant to the terms of the Indenture at the time of the amendment; or (iv) The amendment or waiver is otherwise permitted by the Rule. 4 4875-5418-7032.3 Section 9. Termination of Undertaking. The Undertaking of the City shall be terminated hereunder when the City shall no longer have any legal liability for any obligation on or relating to the repayment of the Bonds. The City shall give notice to the MSRB, or shall cause the Dissemination Agent to give notice, in a timely manner and in Prescribed Form if this Section is applicable. Section 10. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. A Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Disclosure Agreement and has no duty to review the contents thereof. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent for the City. Section 11. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Financial Information Disclosure or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information from any document or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the City shall not have any obligation under this Disclosure Agreement to update such information or include it in any future disclosure or notice of the occurrence of a Listed Event. Section 12. Beneficiaries. This Disclosure Agreement has been executed in order to assist the Participating Underwriter in complying with the Rule; however, this Disclosure Agreement shall inure solely to the benefit of the City, the Dissemination Agent, if any, the Trustee and the Beneficial Owners of the Bonds, and shall create no rights in any other person or entity. Section 13. Recordkeeping. The City and the Dissemination Agent shall maintain records of all Annual Financial Information Disclosure and Listed Events Disclosure, including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure. Section 14. Past Compliance. The City is a party to multiple prior undertakings pursuant to the Rule. Except as set forth in the Final Official Statement for the Bonds under the caption "SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT," the City has, to the best of its knowledge, for the past five years, been in compliance in all material respects with the provisions in such undertakings requiring that it file certain financial information and financial statements and certain listed events with the MSRB. Section 15. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any losses, expenses and liabilities which it may incur arising out of 5 4875-5418-7032.3 or in the exercise of performance of its powers and duties under this Disclosure Agreement, including the costs and expenses (including attorneys' fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or willful misconduct. Such indemnification obligation of the City shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 6 4875-5418-7032.3 Section 17. Governing Law. This Disclosure Agreement shall be governed by and construed in accordance with the laws of the State, provided that to the extent this Disclosure Agreement addresses matters of federal securities laws, including the Rule, this Disclosure Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. Dated: June 22, 2022 CITY OF FAYETTEV-ILLE. ARKANSAS SIMMONS BANK, as Dissemination Agent By: Title: [SIGNATURE PAGE TO CONTINUING DISCLOSURE AGREEMENT] 4875-5418-7032.3 Section 17. Governing Law. This Disclosure Agreement shall be governed by and construed in accordance with the laws of the State, provided that to the extent this Disclosure Agreement addresses matters of federal securities laws, including the Rule, this Disclosure Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof. Dated: June 22, 2022 CITY OF FAYETTEVILLE, ARKANSAS By: Mayor SIMMONS BANK, as Dissemination Agent By• Title: SVP & Corporate TLst Mgr [SIGNATURE PAGE TO CONTINUING DISCLOSURE AGREEMENT] 4875-5418-7032.3 EXHIBIT I ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED FINANCIAL STATEMENTS "Annual Financial Information" means receipts of the Sales and Use Tax for the latest Fiscal Year and for the four previous Fiscal Years. All or a portion of the Annual Financial Information and the Audited Financial Statements as set forth below may be included by reference to other documents which have been submitted to the MSRB or filed with the Commission. The City shall clearly identify each such item of information included by reference. Annual Financial Information will be provided to the MSRB within 180 days after the last day of the City's Fiscal Year, commencing with the Fiscal Year ending December 31, 2022. Audited Financial Statements as described below should be filed at the same time as the Annual Financial Information. If Audited Financial Statements are not available when the Annual Financial Information is filed, unaudited financial statements shall be included, and Audited Financial Statements will be provided to the MSRB within ten (10) Business Days after availability to the City. Audited Financial Statements will be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, as such principles may be modified by mandatory statutory principles of the State of Arkansas, if any, as in effect from time to time. If any change is made to the Annual Financial Information as permitted by Section 4 of the Disclosure Agreement, including for this purpose a change made to the Fiscal Year-end of the City, the City will disseminate a notice to the MSRB of such change in Prescribed Form as required by such Section 4. I-1 4875-5418-7032.3 EXHIBIT II EVENTS WITH RESPECT TO THE BONDS FOR WHICH LISTED EVENTS DISCLOSURE IS REQUIRED 1. Principal and interest payment delinquencies; 2. Nonpayment -related defaults, if material; Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; 7. Modifications to rights of security holders, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution or sale of property securing repayment of the securities, if material; 11. Rating changes; 12. Bankruptcy, insolvency, receivership or similar event of the City% 13. The consummation of a merger, consolidation or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material; * This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. 4875-5418-7032.3 15. Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and 16. Default, event of acceleration, termination event, modification of terms, or similar events under the terins of a Financial Obligation of the City, any of which reflect financial difficulties. II-2 4875-5418-7032.3 EXHIBIT III NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Fayetteville, Arkansas Name of Bond Issues: City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2022 Name of Obligated Party: City of Fayetteville, Arkansas Date of Issuance: June 22, 2022 NOTICE IS HEREBY GIVEN that the City of Fayetteville, Arkansas (the "Issuer") has not provided an Annual Report with respect to the above -named Bonds has not been provided as required by Section 4 of the Continuing Disclosure Agreement between the Issuer and the undersigned dated June 22, 2022. The City anticipates that the Annual Report will be filed by ,20 . Dated: I.1 SIMMONS BANK, Pine Bluff, Arkansas, as Dissemination Agent IN cc: City of Fayetteville Authorized Officer III - 1 4875-5418-7032.3 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC'), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED No. R22-1 REGISTERED $1,200,000 UNITED STATES OF AMERICA 0 D STATE OF ARKANSAS O p CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BOND SERIES 2022 Interest Rate: 5.000% Maturity Date: November 1, 2022 Date of Bond: June 22, 2022 Registered Owner: CEDE & CO. CUSIP: 312673 FK7 Principal Amount: ONE MILLION TWO HUNDRED THOUSAND DOLLARS KNOW ALL MEN BY THESE PRESENTS: That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the "City"), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the "Trustee"). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the "Record Date"). At any time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner's address as it appears on the bond registration books of the City kept by the Trustee. 4858-1203-8949.1 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED No. R22-2 REGISTERED $4,700,000 UNITED STATES OF AMERICA STATE OF ARKANSAS CITY OF FAYETTEVILLE, ARKANSASCoo SALES AND USE TAX CAPITAL IMPROVEMENT BOND SERIES 2022 Interest Rate: 5.000% Maturity Date: November 1, 2023 Date of Bond: June 22, 2022 Registered Owner: CEDE & CO. CUSIP: 312673 FL5 Principal Amount: FOUR MILLION SEVEN HUNDRED THOUSAND DOLLARS KNOW ALL MEN BY THESE PRESENTS: That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the "City"), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the "Trustee"). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the "Record Date"). At any time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner's address as it appears on the bond registration books of the City kept by the Trustee. 4858-1203-8949.1 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC'), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED No. R22-3 UNITED STATES OF AMERICA REGISTERED $4,935,000 STATE OF ARKANSAS O CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BOND SERIES 2022 Interest Rate: 5.000% Maturity Date: November 1, 2024 Date of Bond: June 22, 2022 CUSIP: 312673 FM3 Registered Owner: CEDE & CO. Principal Amount: FOUR MILLION NINE HUNDRED THIRTY-FIVE THOUSAND DOLLARS KNOW ALL MEN BY THESE PRESENTS: That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the "City"), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the "Trustee"). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the "Record Date"). At any time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner's address as it appears on the bond registration books of the City kept by the Trustee. 4858-1203-8949.1 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC'), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED REGISTERED No. R22-4 $5,175,000 UNITED STATES OF AMERICA C(OPY STATE OF ARKANSAS CITY OF FAYETTEVILLE ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BOND SERIES 2022 Interest Rate: 4.000% Date of Bond: June 22, 2022 Registered Owner: CEDE & CO. Maturity Date: November 1, 2025 CUSIP: 312673 FN1 Principal Amount: FIVE MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS KNOW ALL MEN BY THESE PRESENTS: That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the "City"), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the "Trustee"). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the "Record Date"). At any time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner's address as it appears on the bond registration books of the City kept by the Trustee. 4858-1203-8949.1 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC'), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED No. R22-5 REGISTERED $5,385,000 UNITED STATES OF AMERICA STATE OF ARKANSAS C(Opv CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BOND SERIES 2022 Interest Rate: 4.000% Date of Bond: June 22, 2022 Registered Owner: CEDE & CO. Maturity Date: November 1, 2026 CUSIP: 312673 FP6 Principal Amount: FIVE MILLION THREE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS KNOW ALL MEN BY THESE PRESENTS: That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the "City"), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the "Trustee"). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the "Record Date"). At any time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner's address as it appears on the bond registration books of the City kept by the Trustee. 4858-1203-8949.1 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC'), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED No. R22-6 REGISTERED $5,615,000 UNITED STATES OF AMERICA STATE OF ARKANSAS CITY OF FAYETTEVILLE, ARKANSASCoo SALES AND USE TAX CAPITAL IMPROVEMENT BOND SERIES 2022 Interest Rate: 2.500% Date of Bond: June 22, 2022 Registered Owner: CEDE & CO. Maturity Date: November 1, 2027 CUSIP: 312673 FQ4 Principal Amount: FIVE MILLION SIX HUNDRED FIFTEEN THOUSAND DOLLARS KNOW ALL MEN BY THESE PRESENTS: That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the "City"), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the "Trustee"). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the "Record Date"). At any time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner's address as it appears on the bond registration books of the City kept by the Trustee. 4858-1203-8949.1 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by the authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED REGISTERED No. R22-7 $47,330,000 UNITED STATES OF AMERICA STATE OF ARKANSAS 03py CITY OF FAYETTEVILLE ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BOND SERIES 2022 Interest Rate: 2.875% Date of Bond: June 22, 2022 Registered Owner: CEDE & CO. Maturity Date: November 1, 2032 CUSIP: 312673 FR2 Principal Amount: FORTY-SEVEN MILLION THREE HUNDRED THIRTY THOUSAND DOLLARS KNOW ALL MEN BY THESE PRESENTS: That the City of Fayetteville, Arkansas, a municipality and political subdivision organized and existing by virtue of the laws of the State of Arkansas (the "City"), for value received, promises to pay to the Registered Owner shown above, or registered assigns, on the Maturity Date shown above, but solely from the source and in the manner hereinafter set forth, the Principal Amount shown above, and in like manner to pay interest on said amount from the date hereof until payment of such Principal Amount has been made or duly provided for, at the Interest Rate per annum shown above, such interest to be payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, except as the provisions hereinafter set forth with respect to redemption of this bond prior to maturity may become applicable hereto. The principal of and premium, if any, on this bond are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Simmons Bank, Pine Bluff, Arkansas, or its successor or successors, as trustee (the "Trustee"). So long as Cede & Co. or another nominee of DTC is the registered owner of this bond, payment of interest hereon shall be made by wire transfer of immediately available funds by the Trustee to the Registered Owner as of the fifteenth day of the calendar month preceding the calendar month in which such interest payment date shall fall (the "Record Date"). At any time thereafter, payment of interest hereon shall be made by check or draft of the Trustee to the Registered Owner as of the applicable Record Date, at the owner's address as it appears on the bond registration books of the City kept by the Trustee 4858-1203-8949.1 This bond, designated "Sales and Use Tax Capital Improvement Bond, Series 2022", is one of a series of bonds aggregating Seventy -Four Million Three Hundred Forty Thousand Dollars ($74,340,000) (the "Series 2022 Bonds"). The Series 2022 Bonds are being issued in part for the purpose of financing all or a portion of the costs of (i) streets and related improvements (the "Streets Project"), (ii) trail system and related improvements (the "Trails Project"), (iii) drainage and related improvements (the "Drainage Project"); (iv) parks system and related improvements (the "Parks Project"); (v) City facilities and related improvements (the "City Facilities Project"); (vi) Arts Corridor and related improvements (the "Arts Corridor Project"); and (vii) firefighting facilities and related improvements (the "Firefighting Facilities Project" and together with the Streets Project, Trails Project, Drainage Project, Parks Project, City Facilities Project, Arts Corridor Project, the "Projects"). Series 2022 Bond proceeds will be utilized to pay Project costs and to pay the costs of issuance of the Series 2022 Bonds. aentiPd The Series 2022 Bonds are issued under and are secured b and o ttliiie rotection YP of a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), by and between the City and the Trustee, which Indenture is available for inspection at the principal corporate trust office of the Trustee. Reference is hereby made to the Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the City, the Trustee and the owners of the Series 2022 Bonds, and the terms upon which the Series 2022 Bonds are issued and secured. The Series 2022 Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Amendment No. 62 to the Constitution of Arkansas, as implemented by the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2021) §§ 14-164-301 et seq. (as from time to time amended, the "Local Government Bond Act"), Ordinance No. 6563 of the City adopted May 3, 2022, which ordinance authorized the execution and delivery of the First Supplemental Trust Indenture, and a special election duly held on April 9, 2019, at which a majority of the qualified electors of the City voting approved the issuance of the Series 2022 Bonds. In accordance with the Local Government Bond Act, the City has pledged all receipts from a one percent (1.00%) local sales and use tax (the "Sales and Use Tax") levied by the City pursuant to Ordinance No. 6126, adopted by the City on December 18, 2018, to provide funds for the repayment of the Series 2022 Bonds. The pledge of the receipts of the Sales and Use Tax (collectively, the "Tax Receipts") presently secures payment of the Series 2022 Bonds and the City's $124,425,000 original principal amount of Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds"). Such Tax Receipts may additionally be pledged to secure the payment of up to $15,000,000 in aggregate principal amount of Additional Bonds issued under the provisions of the Indenture. The Indenture provides that the City may hereafter issue Additional Bonds from time to time under certain terms and conditions contained in the Indenture and, if issued or incurred, such Additional Bonds will rank on a parity of security with the Series 2019A Bonds and the Series 2022 Bonds and be equally and ratably secured by and entitled to the protection of the Indenture. 2 4858-1203-8949.1 The Series 2022 Bonds are not general obligations of the City, but are special obligations secured by an irrevocable pledge of and lien on the Tax Receipts, as more particularly described in the Indenture. In no event shall the Series 2022 Bonds constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. The holder of this Series 2022 Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 2019A Bonds, Series 2022 Bonds and Additional Bonds, if any, issued under the Indenture and then outstanding may be declared and may become due and payable before the stated maturity thereof, together with accrued interest thereon. Modifications or alterations of the Indenture, or of any indenture supplemental thereto, may be made only to the e t and in the circumstances permitted by the Indenture. (0 0 The Series 2022 Bonds shall be redeemed prior to maturity, in w o or irbpart, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor Project or the Firefighting Facilities Project. The Series 2022 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Surplus Tax Receipts. "Surplus Tax Receipts" are Tax Receipts in excess of the amount necessary to ensure the prompt payment of scheduled debt service on the Series 2019A Bonds, Series 2019B Bonds, Series 2022 Bonds and Additional Bonds, (ii) pay any arbitrage rebate due under Section 148(f) of the Internal Revenue Code of 1986, as amended, with respect to the Series 2019A Bonds, Series 2022 Bonds or any Additional Bonds, and (iii) pay Trustee and Paying Agent fees and expenses. While any of the Series 2019A Bonds remain Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. The Series 2022 Bonds are subject to redemption with funds from any source, at the option of the City, communicated in a written notice to the Trustee not less than sixty (60) days prior to the date fixed for redemption, in whole or in part on any date on or after November 1, 2026, in such maturities as shall be selected by the City and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. The Series 2022 Bonds maturing on November 1, 2032, are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and amounts set forth below 3 4858-1203-8949.1 at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption, without premium; Year 2028 2029 2030 2031 2032 (maturity) Principal Amount $ 5,745,000 $ 5,895,000 $ 6,080,000 $13,995,000 $15,615,000 At its option, to be exercised on or before the 45th day next preceding any mandatory sinking fund redemption date for any Series 2022 Bonds, the City may deliver to the Trustee for cancellation Series 2022 Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Series 2022 Bond, or portion thereof, so delivered or previously redeemed (otherwise than through mandatory sinking fund redemption) and canceled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the City on such mandatory sinking fund redemption date, and any excess over such amount shall be credited on future mandatory sinking fund redemption obligations of that maturity in chronological order, and the principal amount of such Series 2022 Bonds so to be redeemed shall be accordingly reduced. Notwithstanding the foregoing, so long as DTC or its nominee is the sole registered owner of the Series 2022 Bonds, the particular Series 2022 Bonds or portions thereof to be redeemed in part within a maturity shall be selected by lot by DTC in such manner as DTC shall determine. In selecting Series 2022 Bonds for redemption prior to maturity, in the case any outstanding Series 2022 Bond is in a denomination greater than $5,000, each $5,000 of face value of such Series 2022 Bond shall be treated as a separate Series 2022 Bond of the denomination of $5,000. In the event any of the Series 2022 Bonds or portions thereof (which shall be $5,000 or any integral multiple thereof) are called for redemption, notice thereof shall be given by the Trustee by first class mail to the registered owner of each such Series 2022 Bond addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 2022 Bond with respect to which no such failure or defect has occurred. Each notice shall identify the Series 2022 Bonds or portions thereof being called, and the date on which they shall be presented for payment. After the date specified in such call notice, the Series 2022 Bond or Bonds so called for redemption will cease to bear interest provided funds sufficient for their redemption have been deposited with the Trustee, and, except for the purpose of payment, shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. This Series 2022 Bond may be transferred on the books of registration kept by the Trustee by the registered owner or by his duly authorized attorney upon surrender hereof, together with a written instrument of transfer duly executed by the registered owner or his duly authorized attorney. 4 4858-1203-8949.1 The Series 2022 Bonds are issuable as registered bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and upon payment of the charges provided in the Indenture, Series 2022 Bonds may be exchanged for a like aggregate principal amount of Series 2022 Bonds of other authorized denominations. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Series 2022 Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in the Series 202 Bonds or the Indenture against any past, present or future City Council member, officer or employee of the City, or any successor, as such, either directly or through the City or any successor of the City, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such City Council member, officer or employee as such is hereby expressly waived and released as a condition of and consideration for the issuance of any of the Series 2022 Bonds. This Series 2022 Bond is issued with the intent that the laws of the State of Arkansas will govern its construction. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the Series 2022 Bonds do exist, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by the Series 2022 Bonds, together with all obligations of the City, does not exceed any constitutional or statutory limitation; and that the revenues pledged to the payment of the principal of and premium, if any, and interest on the Series 2022 Bonds as the same become due and payable will be sufficient in amount for that purpose. This Series 2022 Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee. 4858-1203-8949.1 1N WITNESS WIIEREOF, the City of Fayetteville, Arkansas has caused this Series 2022 Bond to be executed by its Mayor and City Clerk, thereunto duly authorized (by their manual or fhcsirr�les*atures-� andith--cc rats,seal t)- -be- -a- hereof shown above. CITY OF)WAYETTEVILLE, ARKANSAS Mayor ATTEST: ..r By: City Clerk TreA. GcrC FAYFTTEVILtI (Form of Trustee's Certificate) �',•'�ilfllSR'.'� t--.--,A TRUSTEE'S CERTIFICATE OF AUTHENTICATION This bond is one of the Series 2022 Bonds of the issue described in and issued under the provisions of the within mentioned Indenture. Attached hereto is the complete text of the opinion of Kutak Rock LLP, a signed original of which is on file with the undersigned, delivered and dated the date of the original delivery of and payment for the Series 2022 Bonds. SII4WONS BANK, as Trustee 4 Y:Y= u rued Sfigpaa4�a 6 4858-1203-8949.1 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED, , hereby sells, assigns, and transfers unto , the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. DATE: , 20 Transferor GUARANTEED BY: C(Opy NOTICE: Signature(s) must be guaranteed by an institution satisfactory to the Trustee or other transfer agent. 7 4858-1203-8949.1 BOND PURCHASE AGREEMENT June 9, 2022 City of Fayetteville City Administration Building 113 West Mountain Fayetteville, Arkansas 72701 $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 Ladies and Gentlemen; EXECUTION COPY On the basis of the representations, warranties and agreements and upon the terms and conditions contained herein, the undersigned, Stephens Inc. (the "Underwriter"), hereby offers to enter into this Bond Purchase Agreement (this "Bond Purchase Agreement") with the City of Fayetteville, Arkansas (the "City") which, upon your acceptance of this offer, will be binding upon you and upon the Underwriter. Terms not otherwise defined herein shall have the same meanings as set forth in the Indenture defined and described below. This offer is made subject to your acceptance of this Bond Purchase Agreement on or before midnight on June 9, 2022, The Underwriter may withdraw this offer by written notice to the City at any time prior to its acceptance. 1. General. Upon the terms and conditions and in reliance upon the respective representations, warranties and covenants herein, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"), at the purchase price (the "Purchase Price") of $75,145,882.05 (the par amount of the Series 2022 Bonds plus a net reoffering premium of $1,173,865.05 and less underwriter's discount of $367,983.00). The Series 2022 Bonds shall be issued by the City pursuant to the provisions of the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 to the Constitution and Arkansas Code Annotated (1998 Repl. & Supp. 2021) §§14-164-301 et seq, (the "Act"). The Series 2022 Bonds will constitute special and limited obligations of the City, ratably secured solely by and payable solely from a pledge of and lien on (1) the receipts from a one percent (1.00%) city-wide sales and use tax (the "Sales and Use Tax) authorized under the Act 4878-5453-8520.4 and levied within the City pursuant to Ordinance No. 6216 of the City Council of the City which was adopted on December 18, 2018 (the "Election Ordinance"), which levy was approved by the voters of the City at a special election held April 9, 2019, and (2) moneys or investments on deposit in the Revenue Fund, Bond Fund and Redemption Fund established by a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), by and between the City and Simmons Banlc, Pine Bluff, Arkansas, as trustee (the "Trustee"), all as more particularly described in the Indenture. The pledge of receipts from the Sales and Use Tax is made on a parity basis with the existing pledge of such receipts securing the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds"). The Series 2022 Bonds shall be issued and secured pursuant to Ordinance No. 6563 of the City Council of the City which was adopted on May 3, 2022 (the "Authorizing Ordinance"), and pursuant to the Indenture. The Series 2022 Bonds shall have the maturities and interest rates as set forth in Exhibit A hereto. The Series 2022 Bonds shall be subject to redemption as set forth in the Indenture and in the Official Statement (hereinafter defined). The proceeds of the Series 2022 Bonds will be used (i) to pay all or a portion of the costs of certain street improvements, trail system improvements, drainage improvements, parks system improvements, City facilities improvements, arts corridor improvements and firefighting facilities improvements (collectively, the "2022 Project"), and (ii) to pay certain expenses in connection with the issuance of the Series 2022 Bonds. The City will undertake, pursuant to a Continuing Disclosure Agreement to be dated as of the date of delivery of the Series 2022 Bonds (the "Continuing Disclosure Agreement"), to provide certain annual financial and operating information and notices of the occurrence of certain listed events, as required by Section (b)(5)(i) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"). A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement (each hereinafter defined). Although certain of its past filings of annual financial and operating information were not made on or before the dates required by the City's continuing disclosure undertakings, as described in the Official Statement (hereinafter defined), the City represents that all such filings have now been made through the EMMA system of the Municipal Securities Rulemaking Board and that it has undertaken steps to ensure future compliance with its continuing disclosure undertakings. In order to ensure compliance with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to the Series 2022 Bonds, the City will enter into a Tax Compliance Agreement dated as of the date of delivery of the Series 2022 Bonds (the "Tax Compliance Agreement"). 2. Bona Fide Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Series 2022 Bonds at the offering prices set forth on the inside cover of the final Official Statement described below. 3. Delivery of Official Statement. (a) The City has previously provided the Underwriter with copies of its Preliminary Official Statement, including the cover page 2 4878-5453-8520.4 and the appendices thereto, dated May 25, 2022, relating to the Series 2022 Bonds (the "Preliminary Official Statement"). As of its date, the Preliminary Official Statement is "deemed final" by the City for purposes of SEC Rule 15c2-12(b)(1). The Preliminary Official Statement, as amended to conform to the terms of this Bond Purchase Agreement, including Exhibit A hereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is herein referred to as the "Official Statement." (b) The City agrees to deliver to the Underwriter, at such address as the Underwriter shall specify, as many copies of the final Official Statement dated June 9, 2022, relating to the Series 2022 Bonds as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of the Rule (as defined above) and with Rule G-32 and Rule G-36 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such final Official Statement within seven (7) business days after the execution hereof. (c) Pursuant to the Authorizing Ordinance, the City has authorized and approved the Preliminary Official Statement and the final Official Statement, consented to their distribution and use by the Underwriter and authorized the execution of the final Official Statement by a duly authorized officer of the City. The City hereby ratifies and confirms the use of the Preliminary Official Statement by the Underwriter prior to the date hereof in connection with the public offering of the Series 2022 Bonds. (d) The Underwriter shall give notice to the City on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver final Official Statements pursuant to paragraph (b)(4) of the Rule. 4. City's Representations and Warranties. The City represents and warrants to the Underwriter that: (a) The City is a duly organized and existing political subdivision under the Constitution and laws of the State of Arkansas (the "State"). The City is authorized by the provisions of the Act to issue the Series 2022 Bonds for the purpose of financing a portion of the costs of the 2022 Project. (b) The City has the full legal right, power and authority (i) to adopt the Election Ordinance levying the Sales and Use Tax, (ii) to adopt the Authorizing Ordinance authorizing the issuance of and sale of the Series 2022 Bonds, (iii) to enter into this Bond Purchase Agreement, the First Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement, (iv) to levy the Sales and Use Tax, (v) to issue, sell and deliver the Series 2022 Bonds to the Underwriter as provided herein, (vi) to pledge irrevocably the receipts of the Sales and Use Tax to the payment of the principal of, premium, if any, and interest on the Series 2022 Bonds, and (vii) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the City has complied with all provisions of applicable law, including the Act, in all matters relating to such transactions. 3 4878-5453-8520.4 (c) The City has duly authorized (i) the execution and delivery of the Series 2022 Bonds and the execution, delivery and due performance of this Bond Purchase Agreement, the First Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement, (ii) the distribution and use of the Preliminary Official Statement and the execution, delivery and distribution of the final Official Statement, and (iii) the taking of any and all such actions as may be required on the part of the City to carry out, give effect to and consummate the transactions contemplated by such instruments. All consents or approvals necessary to be obtained by the City in connection with the foregoing have been received, and the consents or approvals so received remain still in full force and effect. (d) The Election Ordinance and the Authorizing Ordinance have been duly adopted by City Council of the City, are each in full force and effect and each constitutes the legal, valid and binding act of the City; and this Bond Purchase Agreement, the First Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement, when executed and delivered, will constitute legal, valid and binding obligations of the City, and this Bond Purchase Agreement, the First Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement are enforceable against the City in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally. (e) When delivered to or at the direction of the Underwriter, the Series 2022 Bonds will have been duly authorized, executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations of the City in conformity with the laws of the State of Arkansas, including the Act, and will be entitled to the benefit and security of the Authorizing Ordinance and the Indenture. (f) The City has duly approved and authorized the distribution and use of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement. (g) The information contained in the Preliminary Official Statement is, and as of the Closing Date such information in the final Official Statement will be, true and correct in all material respects, and the Preliminary Official Statement does not and the final Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) If, at any time prior to the earlier of (i) receipt of notice from the Underwriter pursuant to Section 3(d) hereof that Official Statements are no longer required to be delivered under the Rule or (ii) 25 days after the Closing Date, any event occurs as a result of which the Official Statement, as then amended or supplemented, might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City shall promptly notify the Underwriter in writing of such event. Any information supplied by the City for inclusion in any amendments or 4 4878-5453-8520.4 supplements to the Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Upon the request of the Underwriter therefor, the City shall prepare and deliver to the Underwriter, at the City's expense, as many copies of an amendment or supplement to the Official Statement which will correct any untrue statement or omission therein as the Underwriter may reasonably request. (i) Neither the adoption of the Authorizing Ordinance or the Election Ordinance, the execution and delivery of this Bond Purchase Agreement, the Series 2022 Bonds, the First Supplemental Trust Indenture, the Continuing Disclosure Agreement or the Tax Compliance Agreement, nor the consummation of the transactions contemplated herein or therein or the compliance with the provisions hereof or thereof will conflict with, or constitute on the part of the City a violation of, or a breach of or default under, (i) any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the City is a party or by which it is bound, (ii) any provision of the Constitution of the State of Arkansas, or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the City (or the members of its City Council or any of its officers in their respective capacities as such) is subject. All consents, approvals, authorizations and orders of governmental or regulatory authorities, if any, which are required for the City's execution and delivery of, consummation of the transactions contemplated by, and compliance with the provisions of this Bond Purchase Agreement, the Authorizing Ordinance, the Election Ordinance, the Series 2022 Bonds, the First Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement have been obtained. 0) Except as is specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the best knowledge of the City, threatened, which in any way questions the powers of the City referred to in subparagraph 4(b) above, or the validity of any proceeding taken by the City in connection with the issuance of the Series 2022 Bonds or the levy of the Sales and Use Tax, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Bond Purchase Agreement, or of any other document or instrument required or contemplated by the Series 2022 Bond financing, or which, in any way, could adversely affect the validity or enforceability of the Authorizing Ordinance, the Election Ordinance, the Series 2022 Bonds, the Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement or this Bond Purchase Agreement or, to the knowledge of the City, which in any way questions the exclusion from gross income of the recipients thereof of the interest on the Series 2022 Bonds for federal income tax purposes or in any other way questions the status of the Series 2022 Bonds under federal or State of Arkansas tax laws or regulations. (k) Any certificate signed by any official of the City and delivered to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter as to the truth of the statements therein contained. 5 4878-5453-8520.4 (1) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (m) The collection history with respect to the City's Sales and Use Tax set forth in the Preliminary Official Statement under the caption entitled "HISTORICAL SALES AND USE TAX COLLECTIONS" is fair, accurate and complete. (n) The City will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Series 2022 Bonds to be applied in a manner other than as provided in the Indenture, or which would cause the interest on the Series 2022 Bonds to be includable in gross income for federal income tax purposes. 5. City's Covenants. The City covenants with the Underwriter as follows: (a) The City will cooperate with the Underwriter in qualifying the Series 2022 Bonds for offer and sale under the securities or Blue Sky laws of such jurisdictions of the United States as the Underwriter may request; provided, however, that the City shall not be required to consent to suit or to service of process in any jurisdiction. The City consents to the use by the Underwriter in the course of its compliance with the securities or Blue Sky laws of the various jurisdictions of the documents relating to the Series 2022 Bonds, subject to the right of the City to withdraw such consent for cause by written notice to the Underwriter. (b) Prior to the earlier of (i) receipt of notice from the Underwriter pursuant to Section 3(d) hereof that final Official Statements are no longer required under the Rule or (ii) 25 days after the Closing Date, the City shall provide the Underwriter with such information regarding the City, the receipts from the Sales and Use Tax, and the current financial condition and ongoing operations of the City, all as the Underwriter may reasonably request. 6. Closing. At 10:00 a.m. Fayetteville, Arkansas time on June 22, 2022, or at such other time and/or date as shall have been mutually agreed upon by the City and the Underwriter (the "Closing Date"), the City will deliver the Series 2022 Bonds, or cause the Series 2022 Bonds to be delivered, to or at the direction of the Underwriter, said Series 2022 Bonds to be in definitive form duly executed by the City and authenticated by Simmons Bank, Pine Bluff, Arkansas, as trustee (the "Trustee"), together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the Purchase Price of the Series 2022 Bonds by making a wire transfer of federal funds payable to the order of the Trustee for the account of the City. The Series 2022 Bonds shall be delivered to The Depository Trust Company in New York, New York, and the activities relating to the final execution and delivery of the Authorizing Ordinance, the Election Ordinance, the First Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement and the other documents related to the Series 2022 Bonds and the payment for the Series 2022 Bonds and the delivery of 6 4878-5453-8520.4 the certificates, opinions and other instruments as described in Section 8 of this Bond Purchase Agreement shall occur in the offices of Kutak Rock LLP, 234 East Millsap Road, Suite 400, Fayetteville, Arkansas ("Bond Counsel"), or at such other place as shall have been mutually agreed upon between the City and the Underwriter. The payment for the Series 2022 Bonds and simultaneous delivery of the Series 2022 Bonds to or at the direction of the Underwriter is herein referred to as the "Closing." 7. Underwriter's Right to Cancel. The Underwriter shall have the right to cancel its obligation to purchase the Series 2022 Bonds hereunder by notifying the City in writing or by telegram of its election to do so between the date hereof and the Closing, if at any time hereafter and prior to the Closing: (i) the House of Representatives or the Senate of the Congress of the United States, or a committee of either, shall have pending before it, or shall have passed or recommended favorably, legislation introduced previous to the date hereof, which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the City or by any similar body under the Election Ordinance, the Authorizing Ordinance or the Indenture or similar documents or upon interest received on obligations of the general character of the Series 2022 Bonds, or of causing interest on obligations of the general character of the Series 2022 Bonds, to be includable in gross income for purposes of federal income taxation, and such legislation, in the Underwriter's opinion, materially adversely affects the market price of the Series 2022 Bonds; or (ii) a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported or rereported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, or be enacted or a decision by a federal court of the United States or the United States Tax Court shall have been rendered, or a ruling, release, order, regulation or official statement by or on behalf of the United States Treasury Department, the Internal Revenue Service or other governmental agency shall have been made or proposed to be made having the purpose or effect, or any other action or event shall have occurred which has the purpose or effect, directly or indirectly, of adversely affecting the federal income tax consequences of owning the Series 2022 Bonds or of any of the transactions contemplated in connection herewith, including causing interest on the Series 2022 Bonds to be included in gross income for purposes of federal income taxation, or imposing federal income taxation upon revenues or other income of the general character to be derived by the City or by any similar body under the Election Ordinance, the Authorizing Ordinance or the Indenture or similar documents or upon interest received on obligations of the general character of the Series 2022 Bonds, or the Series 2022 Bonds which, in the opinion of the Underwriter, materially adversely affects the market price of or market for the Series 2022 Bonds; or (iii) legislation shall have been enacted, or actively considered for enactment with an effective date prior to the Closing, or a decision by a court of the United States shall 7 4878-5453-8520.4 have been rendered, the effect of which is that the Series 2022 Bonds, including any underlying obligations, or the Indenture, as the case may be, is not exempt from the registration, qualification or other requirements of the Securities Exchange Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (iv) a stop order, ruling, regulation or official statement by the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Series 2022 Bonds, including any underlying obligations, or the execution and delivery of the Indenture as contemplated hereby or by the Official Statement, is or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (v) any event shall have occurred or any information shall have become known to the Underwriter which causes the Underwriter to reasonably believe that the Official Statement as then amended or supplemented includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (vi) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis, including a financial crisis, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Series 2022 Bonds; or (vii) there shall be in force a general suspension of trading on the New York Stock Exchange, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Series 2022 Bonds; or (viii) a general banking moratorium shall have been declared by federal, New York or State authorities; or (ix) any proceeding shall be pending or threatened by the Securities and Exchange Commission against the City; or (x) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or (xi) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Series 2022 Bonds or obligations of the general character of the Series 2022 Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of the Underwriter. ,: 4878-5453-8520.4 8. Conditions to Underwriter's Obligations. The obligation of the Underwriter to purchase the Series 2022 Bonds shall be subject (a) to the performance by the City of its obligations to be performed hereunder at and prior to the Closing, (b) to the accuracy of the representations and warranties of the City herein as of the date hereof and as of the time of the Closing, and (c) to the following conditions, including the delivery by the City of such documents as are enumerated herein in form and substance satisfactory to the Underwriter: (a) The Series 2022 Bonds shall have been duly authorized, executed and delivered in the forms approved by the City in the Indenture with only such changes therein as the Underwriter and the City shall mutually agree upon, which shall in all instances be as described in the final Official Statement; (b) At the time of Closing, (i) the Official Statement, this Bond Purchase Agreement, the First Supplemental Trust Indenture, the Authorizing Ordinance, the Election Ordinance, the Continuing Disclosure Agreement and the Tax Compliance Agreement shall be in full force and effect and shall not have been amended, modified or supplemented from the date hereof, except as may have been agreed to in writing by the Underwriter, (ii) the proceeds of the sale of the Series 2022 Bonds and other funds shall be deposited and applied as described in the First Supplemental Trust Indenture, (iii) no default or event of default under the Indenture shall have occurred and be continuing, and (iv) no material adverse change affecting the City or the Sales and Use Tax shall have occurred, nor shall any development involving a prospective and material adverse change in, or affecting the business, financial condition, results of operations, prospects or properties of the City have occurred; (c) Receipt of fully executed originals of the First Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement at or prior to the Closing; (d) At or prior to the Closing, the Underwriter shall receive the following documents in such number of counterparts as shall be mutually agreeable to the Underwriter and Bond Counsel: (1) A final approving opinion of Bond Counsel, dated the Closing Date, in substantially the form set forth in Exhibit C hereto; (2) A supplemental opinion of Bond Counsel, addressed to the City, the Trustee and the Underwriter and dated the Closing Date, in substantially the form set forth in Exhibit D hereto; (3) The Official Statement executed by a duly authorized officer of the City; (4) Certified copies of the Authorizing Ordinance and the Election Ordinance and all other ordinances and resolutions of the City relating to the Series 2022 Bonds; 9 4878-5453-8520.4 (5) Certified copies of the Notice of Election and Mayor's Proclamation of Election Results, together with proofs of publication thereof, (6) Photocopies of the Series 2022 Bonds as executed and delivered; (7) A letter from S&P Global Ratings, a business unit of Standard & Poor's Financial Services, LLC, to the effect that the Series 2022 Bonds have been assigned a rating of no less than "AA-" (stable outlook), which rating shall be in effect as of the Closing Date; (8) A certificate, in form and substance satisfactory to the Underwriter, of any duly authorized officer or official of the City satisfactory to the Underwriter, dated as of the Closing Date, to the effect that: (i) each of the City's representations, warranties and covenants contained herein are true and correct as of the Closing Date; (ii) the City has duly adopted the Authorizing Ordinance and the Election Ordinance by all action necessary under the Act and the laws and Constitution of the State of Arkansas, and has duly authorized the execution, delivery and due performance of the Series 2022 Bonds, the First Supplemental Trust Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement, the Official Statement and this Bond Purchase Agreement; (iii) no litigation is pending, or to the knowledge of the officer or official of the City signing the certificate after due investigation and inquiry, threatened, to restrain or enjoin the issuance or sale of the Series 2022 Bonds or in any way affecting any authority for or the validity of the Series 2022 Bonds, the Sales and Use Tax, the Official Statement, the Authorizing Ordinance, the Election Ordinance, the Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement, or this Bond Purchase Agreement; (iv) the Series 2022 Bonds, the First Supplemental Trust Indenture, this Bond Purchase Agreement, the Continuing Disclosure Agreement and the Tax Compliance Agreement, as executed and delivered by the City, are in the form or in substantially the form approved for such execution by appropriate proceedings of the City; (v) since December 31, 2021, there has not been any material adverse change in the financial condition or results of operations of the City whether or not arising in the ordinary course of business, other than as set forth in the Official Statement; (vi) neither the Authorizing Ordinance nor the Election Ordinance have been amended, modified or repealed as of the Closing Date, and the Authorizing Ordinance and the Election Ordinance remain in full force and effect; (vii) none of the proceedings of the City taken preliminary to the issuance of the Series 2022 Bonds, as certified in such certificate, including the levy of the Sales and Use Tax, have been in any manner repealed, amended or changed; (viii) the City has complied in all respects with the provisions of the Act and has full legal right, power and authority to levy the Sales and Use Tax and to issue the Series 2022 Bonds for the purposes stated in the Act and to enter into this Bond Purchase Agreement, to adopt the Authorizing Ordinance and the Election Ordinance, to issue, sell and deliver the Series 2022 Bonds as provided in this Bond Purchase Agreement, and to carry out and consummate all other transactions contemplated by this Bond Purchase Agreement, the Authorizing Ordinance, the Election 10 4878-5453-8520.4 Ordinance, the First Supplemental Trust Indenture, the Continuing Disclosure Agreement and the Tax Compliance Agreement; (ix) neither the Official Statement nor any amendment or supplement thereto contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; and (x) to the best knowledge of the officer or official of the City signing the certificate, no event affecting the City or the Sales and Use Tax has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is used that is necessary to disclose therein in order to make the statements and information therein not misleading in any respect; (9) An opinion of Kit Williams, Esq., City Attorney, dated the Closing Date and addressed to the Underwriter, Bond Counsel and the Trustee, to the effect that (i) the City is a duly organized and validly existing political subdivision and city of the first class, organized under the laws of the State of Arkansas, with full power and authority to adopt the Authorizing Ordinance and Election Ordinance, to levy the Sales and Use Tax, and to execute and deliver the Series 2022 Bonds, the Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement and this Bond Purchase Agreement; (ii) the City has duly approved the Preliminary Official Statement and the Official Statement; (iii) the Authorizing Ordinance and the Election Ordinance have been duly adopted by the City by all action necessary under the Act and the laws and Constitution of the State of Arkansas, and each remains in full force and effect; (iv) the Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement and this Bond Purchase Agreement have been duly authorized, approved, executed and delivered by the City and, subject to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally, constitute valid and binding agreements of the City enforceable in accordance with their terms; (v) the information in the Official Statement under the captions "THE PROJECTS," "THE CITY" and "LEGAL MATTERS" (apart from financial or statistical data contained or incorporated therein, as to which no view need be expressed) is fair, accurate and complete and does not omit any matter which, in such counsel's opinion, for the purposes for which the Official Statement is to be used, should be included or referred to therein; (vi) excepting those matters discussed in the Official Statement, there is no action, suit or proceeding at law or in equity before or by any court, public board or body, pending or threatened, against or affecting the City, challenging the validity of the transactions contemplated by the Official Statement or the validity of the Series 2022 Bonds, the Sales and Use Tax, the Authorizing Ordinance, the Election Ordinance, the Indenture, the Continuing Disclosure Agreement, the Tax Compliance Agreement or this Bond Purchase Agreement and, to the best of such counsel's knowledge, there is no investigation, pending or threatened, and no threatened action, suit or proceeding involving any of the matters hereinabove mentioned in this clause (vi); (vii) the execution and delivery of the Authorizing Ordinance, the Election Ordinance, the First Supplemental Trust Indenture, the Continuing Disclosure Agreement, the Tax 11 4878-5453-8520.4 Compliance Agreement and this Bond Purchase Agreement, and compliance with the provisions hereof and thereof, under the circumstances contemplated hereby and thereby, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or any existing law, regulation, court order or consent decree to which the City is subject; and (viii) based upon the examinations which such counsel has made as counsel to the City, which shall be specified, nothing has come to such counsel's attention which would lead such counsel to believe that the Official Statement (except for the financial statements and other financial data included in the Official Statement, as to which no view need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (10) Evidence that Federal Form 8038-G has been executed by the City and is ready for filing with the Internal Revenue Service; (11) Evidence that, except as disclosed in the Official Statement, all necessary approvals, whether legal or administrative, have been obtained from applicable federal, state and local entities and agencies; and (12) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter and Bond Counsel may reasonably request to evidence compliance by the City with legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the City herein contained and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Bond Purchase Agreement, or if the obligation of the Underwriter to purchase and accept delivery of the Series 2022 Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder; except that the respective obligations to pay expenses, as provided in Section 12 hereof, shall continue in full force and effect. 9. Conditions to Obligations of the City. The obligations of the City hereunder are subject to the performance by the Underwriter of its obligations hereunder. 10. Survival. All representations, warranties and agreements of the City shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter, and shall survive the Closing. The obligations of the City under Sections 11 or 12 hereof shall survive any termination of this Bond Purchase Agreement by the Underwriter pursuant to the terms hereof. 12 4878-5453-8520.4 11. Indemnification. The City, to the extent permitted by law, agrees to indemnify and hold harmless the Underwriter, each member, officer, director, partner or employee of the Underwriter and each person who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively called the "Indemnified Parties"), against any and all losses, claims, damages, liabilities or expenses (including any legal or other expenses incurred by an Indemnified Party in connection with investigating any claims against an Indemnified Party and defending any actions) whatsoever caused by any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in the Official Statement or caused by any omission or alleged omission from the Official Statement of any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading insofar as such losses, claims, damages, liabilities or expenses are caused by any such untrue or misleading statement or omission or alleged untrue or misleading statement or omission in the information contained in the Official Statement; provided, however, that the City shall not be liable to an Indemnified Party in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any of such documents in reliance upon and in conformity with written information furnished to the City by the Underwriter specifically for use therein. No Indemnified Parties shall be indemnified hereunder for any losses, claims, damages or liabilities resulting from the negligence or misconduct of such Indemnified Parties. In case any action shall be brought against one or more of the Indemnified Parties based upon the Official Statement and in respect of which indemnity may be sought against the City, the Indemnified Parties shall promptly notify the City in writing, and, to the extent permitted by law, the City shall promptly assume the defense thereof, including the employment of counsel, the payment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless employment of such counsel has been specifically authorized by the City. The City shall not be liable for any settlement of any such action effected without its consent by any of the Indemnified Parties, but if settled with the consent of the City, the City agrees to indemnify and hold harmless the Indemnified Parties to the extent provided in this Bond Purchase Agreement and to the extent permitted by law. 12. Payment of Expenses. The City will pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Bond Purchase Agreement, including, but not limited to, expenses of mailing or delivery of the Series 2022 Bonds, legal publication costs, costs for obtaining CUSIP numbers on the Series 2022 Bonds, fees payable to The Depository Trust Company relating to the Series 2022 Bonds, Federal Funds charges, costs of printing the Series 2022 Bonds, the Preliminary and final Official Statements, or any amendment or supplement to the Preliminary or final Official Statement, fees and disbursements of Bond Counsel, accountants' fees and expenses, any fees charged by investment rating agencies for the rating of the Series 2022 Bonds, bond insurance premiums, if any, fees of the Trustee and any paying agent fees, and any fees and disbursements in connection with the qualification of the Series 2022 Bonds for sale under the securities or "Blue Sky" laws of the various jurisdictions and the preparation of "Blue Sky" memoranda. In the event this Bond 13 4878-5453-8520.4 Purchase Agreement shall terminate because of the default of the Underwriter, the City will, nevertheless, pay, or cause to be paid, all of the expenses specified above. The Underwriter shall pay all advertising expenses in connection with the public offering of the Series 2022 Bonds, and all other expenses incurred by it in connection with the public offering and distribution of the Series 2022 Bonds, including the fees and expenses of any counsel retained by the Underwriter. If the City defaults under this Bond Purchase Agreement, the Underwriter may bring whatever legal action it may have against the City to recover damages, if any, incurred by the Underwriter. 13. Establishment of Issue Price. (a) The Underwriter agrees to assist the City in establishing the issue price of the Series 2022 Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate, together with supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2022 Bonds. (b) Except as otherwise set forth in Exhibit A attached hereto, the City will treat the first price at which 10% of each maturity of the Series 2022 Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City the price or prices at which the Underwriter has sold to the public each maturity of the Series 2022 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2022 Bonds, the Underwriter agrees to promptly report to the City the prices at which Series 2022 Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) all the Series 2022 Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Series 2022 Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, the City or Bond Counsel. [Subsection (c) below shall apply only if the Underwriter agrees to apply the hold -the - offering -price rule, as described below.] [(c) The Underwriter confirms it has offered the Series 2022 Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2022 Bonds for which the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the - offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Series 2022 Bonds, the Underwriter will neither offer nor sell unsold Series 2022 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the date of the earlier of the following: 14 4878-5453-8520.4 (1) the close of business on the fifth (5"') business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2022 Bonds to the public at a price that is no higher than the initial offering price to the public. Upon the written request of the City, the Underwriter shall advise the City promptly after the close of the fifth (5th) business day after the sale date whether the Underwriter has sold 10% of that maturity of the Series 2022 Bonds to the public at a price that is no higher than the initial offering price to the public.] (d) The Underwriter confirms that: (i) any agreement among underwriters, any selling group agreement and each third -party distribution agreement (to which Underwriter is a party) relating to the initial sale of the Series 2022 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group and each broker -dealer that is a party to such third -party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Series 2022 Bonds of each maturity allotted to it, whether or not the Closing Date has occurred, until either all Series 2022 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Series 2022 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold -the - offering -price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires; and (B) to promptly notify the Underwriter of any sales of the Series 2022 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2022 Bonds to the public (each such term being used as defined below); and (C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker -dealer, the Underwriter shall assume that each order submitted by the underwriter, dealer or broker -dealer is a sale to the public. (ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Series 2022 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Series 2022 Bonds to the public to require each broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2022 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all the Series 2022 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or such underwriter or 15 4878-5453-8520.4 dealer that the 10% test has been satisfied as to the Series 2022 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or such underwriter or dealer, and (B) comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Underwriter or the underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representation set forth in this Section, the Underwriter will rely on (i) the agreement of each underwriter to comply with the requirements for establishing issue price of the Series 2022 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2022 Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 2022 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2022 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2022 Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a member of a selling group is a party to a third -party distribution agreement that was employed in connection with the initial sale of the Series 2022 Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2022 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2022 Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Series 2022 Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Series 2022 Bonds, and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2022 Bonds, including, but not limited to, its agreement to comply with the hold -the - offering -price rule, if applicable to the Series 2022 Bonds. (f) The Underwriter acknowledges that sales of any Series 2022 Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2022 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 13. Further, for purposes of this Section 13: (i) "maturity" means Series 2022 Bonds with the same credit and payment terms. Series 2022 Bonds with different maturity dates, or Series 2022 Bonds with the same maturity date but different stated interest rates, are treated as separate maturities; (ii) "public" means any person other than an underwriter or a related party; (iii) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2022 Bonds to the public and (B) any person 16 4878-5453-8520.4 that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2022 Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Series 2022 Bonds to the public); (iv) a purchaser of any of the Series 2022 Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of the other), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profits interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one party of the other); and (v) "sale date" means the date of execution of this Bond Purchase Agreement by all parties. Section 14. Arm's Length Transaction. The City acknowledges and agrees that (i) the purchase and sale of the Series 2022 Bonds pursuant to this Bond Purchase Agreement is an arm's length commercial transaction between the City and the Underwriter; in connection with such transaction, including the process leading thereto, the Underwriter is acting solely as principal hereunder and not as an agent of or fiduciary to the City; (iii) the Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering of the Series 2022 Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the City on other matters), nor has it assumed any other obligation to the City except the obligations expressly set forth in this Bond Purchase Agreement; (iv) the Underwriter has financial and other interests that differ from those of the City; and (v) the City has consulted its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Series 2022 Bonds. 15. Notices. Any notice or other communication to be given to the City under this Bond Purchase Agreement may be given by delivering the same in writing to the Mayor at the address set forth above, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Stephens Inc., 111 Center Street, Little Rock, AR 72201, Attention: Mr. Dennis Hunt. 16. Nonassignability. This Bond Purchase Agreement is made solely for the benefit of the City and the Underwriter (including any successor or assign of the Underwriter), and no other person, including any purchaser of the Series 2022 Bonds, shall acquire or have any right hereunder or by virtue hereof. 17. Applicable Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. 17 4878-5453-8520.4 18. Counterparts. This Bond Purchase Agreement shall become effective upon your acceptance hereof and may be executed in counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Very truly yours, STEPHENS INC. By: Authorized Repre entative Accepted and agreed to as of the date first above written: CITY OF VAYETTEVILLE, ARKANSAS Mayor 18 4878-5453-8520.4 EXHIBIT A MATURITY SCHEDULE (November 1) Principal Interest Maturity Amount() Rate Yield Price 2022 $ 1,200,000 5.000% 1.300% 101.316% 2023 4,700,000 5.000% 1.600% 104.548% 2024 4,935,000 5.000% 1.900% 107.114% 2025 5,175,000 4.000% 2.070% 106.228% 2026 5,385,000 4.000% 2.300% 107.009% 2027 5,615,000 2.500% 2.500% 100.000% 2028 5,745,000(2) 2.875% 2.900% 99.775% 2029 5,895,000(2) 2.875% 2.900% 99.775% 2030 6,080,000(2) 2.875% 2.900% 99.775% 2031 13,995,000(2) 2.875% 2.900% 99.775% 2032 15,615,000 2.875% 2.900% 99.775% ") All maturities are General Rule maturities. (2) Mandatory sinking fund redemption. A-1 4878-5453-8520.4 EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 The undersigned, as representative of Stephens Inc., as underwriter (the "Purchaser") of the above -captioned bonds (the "Bonds"), hereby certifies as set forth below with respect to the sale and issuance of the Bonds. 1. Sale of the Bonds. As of the date of this Certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule 1. 2. Def lined Terms. (a) Issuer means the City of Fayetteville, Arkansas. (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a Related Party (as such terms are defined below) to an Underwriter. (d) A purchaser of any of the Bonds is a Related Party to any Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this Certificate are limited to factual matters only. Nothing in this Certificate represents the Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax B-1 4878-5453-8520.4 Compliance Agreement and with respect to compliance with the federal income tax rules affecting the Bonds, and by Kutak Rock LLP, Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. STEPHENS INC. By: Title: Dated: June_, 2022 4878-5453-8520.4 SCHEDULEI SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 (November 1) Principal Interest Maturity Amount() Rate Yield Price 2022 $ 1,200,000 5.000% 1.300% 101.316% 2023 4,700,000 5.000% 1.600% 104.548% 2024 4,935,000 5.000% 1.900% 107.114% 2025 5,175,000 4.000% 2.070% 106.228% 2026 5,385,000 4.000% 2.300% 107.009% 2027 5,615,000 2.500% 2.500% 100.000% 2028 5,745,000(2) 2.875% 2.900% 99.775% 2029 5,895,000(2) 2.875% 2.900% 99.775% 2030 6,080,000(2) 2.875% 2.900% 99.775% 2031 13,995,000(2) 2.875% 2.900% 99.775% 2032 15,615,000 2.875% 2.900% 99.775% �') All maturities are General Rule maturities. (2) Mandatory sinking fund redemption. 5-1-1 4878-5453-8520.4 SCHEDULE2 PRICING WIRE OR EQUIVALENT COMMUNICATION (To be attached 5-2-1 4878-5453-8520.4 EXHIBIT C PROPOSED FORM OF BOND COUNSEL APPROVING OPINION Upon delivery of the Series 2022 Bonds in definitive form, Kutak Rock LLP, Little Rock, Arkansas, proposes to deliver its approving opinion in substantially the following form: 2022 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Little Rock, Arkansas $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance and sale by the City of Fayetteville, Arkansas (the "City"), a political subdivision of the State of Arkansas, of its $74,340,000 Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2022 (the "Series 2022 Bonds"). The Series 2022 Bonds are being issued pursuant to the provisions of the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and Arkansas Code Annotated (1998 Repl. & Supp. 2021) §§14-164-301 et seq. (as from time to time amended, the "Local Government Bond Act"), pursuant to Ordinance No. 6563 of the City, duly adopted and approved on May 3, 2022 (the "Authorizing Ordinance"), and pursuant to a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), by and between the City and Simmons Bank, as trustee (the "Trustee"). Reference is hereby made to the Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the conditions for the issuance of parity indebtedness by the City, with respect to the nature and extent of the security for the Series 2022 Bonds, the rights, duties and obligations of the City, the Trustee and the Holders of the Series 2022 Bonds, and the terms upon which the Series 2022 Bonds are issued and secured. At a special election held April 9, 2019, called in accordance with the Local Government Bond Act pursuant to Ordinance No. 6216 of the City, adopted on December 18, 2018 (the C-1 4878-5453-8520.4 "Election Ordinance"), the issuance of capital improvement bonds secured by the Sales and Use Tax (as defined in the Indenture) was approved by a majority of the qualified electors of the City voting on each of the ten questions set forth on the ballot in the respective principal amounts and for the specified purposes therein described. Reference is made to an opinion of even date herewith of Kit Williams, Esq., City Attorney, a copy of which is on file with the Trustee, with respect, among other matters, to the status and valid existence of the City, the power of the City to adopt the Election Ordinance and the Authorizing Ordinance and to enter into and perform its obligations under the Indenture, the valid adoption of the Election Ordinance and the Authorizing Ordinance, and the due authorization, execution and delivery of the Indenture by the City, and with respect to the Indenture being enforceable upon the City. We have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Election Ordinance, the Authorizing Ordinance and the Indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a municipal corporation of the State of Arkansas. Pursuant to the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and the Local Government Bond Act, the City is empowered to adopt the Election Ordinance and the Authorizing Ordinance, to execute and deliver the Indenture, to perform the agreements on its part contained therein, and to issue the Series 2022 Bonds. 2. The Authorizing Ordinance has been duly adopted by the City and constitutes a valid and binding obligation of the City enforceable upon the City in accordance with its terms. 3. The Indenture has been duly authorized, executed and delivered by the City and is a valid and binding obligation of the City enforceable upon the City in accordance with its terms. 4. The Series 2022 Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City payable from and secured by a valid lien on and pledge of the Trust Estate (as defined in the Indenture), including receipts of the Sales and Use Tax (as defined in the Indenture), in the manner and to the extent provided in the Indenture. Such lien and pledge are made on a parity basis with the existing lien and pledge of the Trust Estate securing the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A. The City is duly authorized to pledge such Trust Estate, and no further action on the part of the City or any other party is required to perfect the same or the interest of the owners of the Series 2022 Bonds therein. 5. The Sales and Use Tax has been validly adopted in accordance with the Constitution and laws of the State of Arkansas, including Amendment 62 and the Local Government Bond Act, and may be validly pledged to secure the Series 2022 Bonds. C-2 4878-5453-8520.4 6. Interest on the Series 2022 Bonds (including any original issue discount properly allocable to the owner of a Series 2022 Bond) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. The opinions described in the preceding sentence assume the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be met subsequent to the issuance of the Series 2022 Bonds. Failure to comply with such requirements could cause interest on the Series 2022 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2022 Bonds. The City has covenanted to comply with such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Series 2022 Bonds. 7. The interest on the Series 2022 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. 8. The Series 2022 Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended, in connection with the offer and sale of the Series 2022 Bonds. It is to be understood that the rights of the registered owners of the Series 2022 Bonds and the enforceability of the Series 2022 Bonds, the Authorizing Ordinance and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, C-3 4878-5453-8520.4 EXHIBIT D PROPOSED FORM OF BOND COUNSEL SUPPLEMENTAL OPINION 2022 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Little Rock, Arkansas $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 Ladies and Gentlemen: This opinion supplements our bond approving opinion, dated the date hereof, relating to the above -captioned bonds (the "Series 2022 Bonds"). Except as otherwise defined herein, the terms used herein shall have the meanings prescribed for them in said opinion. We have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. In addition to the documents specifically mentioned in the approving opinion, in connection with this opinion we have also examined: (a) An executed counterpart of the Bond Purchase Agreement dated June 9, 2022 (the "Bond Purchase Agreement"), by and between the City and Stephens Inc., as underwriter (the "Underwriter"); (b) An executed counterpart of the Continuing Disclosure Agreement dated June 22, 2022 (the "Disclosure Agreement"), by and between the City and Simmons Bank, as dissemination agent (the "Dissemination Agent"); (c) An executed counterpart of the Tax Compliance Agreement dated June 22, 2022 (the "Tax Compliance Agreement"), by and between the City and the Trustee; and D-1 4878-5453-8520.4 (d) The Official Statement dated June 9, 2022, with respect to the Series 2022 Bonds (the "Official Statement"). Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows: 1. The Bond Purchase Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Underwriter, the Bond Purchase Agreement constitutes the valid and binding agreement of the City enforceable in accordance with its terms. 2. The Disclosure Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Dissemination Agent, the Disclosure Agreement constitutes the valid and binding agreement of the City enforceable in accordance with its terms. 3. The Tax Compliance Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Trustee, the Tax Compliance Agreement constitutes the valid and binding agreement of the City enforceable in accordance with its terms. 4. To the best of our knowledge, there is no litigation or other proceeding pending or threatened in any court, agency or other administrative body (either State or Federal) which could have a material adverse effect on (a) the financial condition of the City, (b) the ability of the City to perform its obligations under the Authorizing Ordinance, the Indenture, the Bond Purchase Agreement, the Disclosure Agreement or the Tax Compliance Agreement (collectively, the "Related Documents"), (c) the security for the Series 2022 Bonds, or (d) the transactions contemplated by the Related Documents. 5. Nothing has come to our attention which would cause us to believe that, as of the date hereof, the Official Statement (excluding financial and statistical data and information which is contained or incorporated in the Official Statement, as to which no view is expressed) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The enforceability of the respective obligations of the parties to the documents and other items described above, and the availability of certain rights and remedies provided for therein, may be limited by bankruptcy, receivership, insolvency, reorganization, moratorium, marshalling or other similar statutes or rules of law affecting creditors' rights and remedies, to general principles of equity and to the discretion of any court in granting any relief or issuing any order, whether the proceeding is considered a proceeding at law or equity. In particular, the right to indemnification under any of the documents or other items described above may be limited by federal of state securities laws or by the public policy underlying such laws. D-2 4878-5453-8520.4 This opinion is being rendered to you solely for your use and benefit and may not be relied upon in any manner, nor used, by any other person. Very truly yours, D-3 4878-5453-8520.4 PRELIMINARY OFFICIAL STATEMENT DATED MAY 25, 2022 NEW ISSUE *RATING: S&P "AA-" (stable outlook) BOOK -ENTRY ONLY In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Series 2022 Bonds (including any original issue discount properly allocable to the owner of a Series 2022 Bond) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. Under existing laws, regulations, rulings and judicial decisions, Bond Counsel is of the opinion that the Series 2022 Bonds and the interest thereon are exempt from all state, county and municipal taxes in the State of Arkansas. For a more complete description, see the caption "TAX MATTERS" herein. Dated: Date of Delivery $74,340,000** CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BONDS SERIES 2022 Due: November 1, as shown on inside front cover The Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"), are being issued by the City of Fayetteville, Arkansas (the "City") for the purpose of (i) financing a portion of the costs of various capital improvements in the City, and (ii) paying certain expenses in connection with the issuance of the Series 2022 Bonds. See the captions "ESTIMATED SOURCES AND USES OF FUNDS" and "THE PROJECTS" herein. The Series 2022 Bonds are issuable only as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York, to which principal, premium, if any, and interest payments on the Series 2022 Bonds will be made so long as Cede & Co. is the registered owner of the Series 2022 Bonds. Individual purchases of the Series 2022 Bonds will be made only in book -entry form, in denominations of $5,000 or integral multiples thereof. Individual purchasers (`Beneficial Owners") of Series 2022 Bonds will not receive physical delivery of bond certificates. See the caption "BOOK -ENTRY ONLY SYSTEM" herein. The Series 2022 Bonds shall bear interest from the date of their delivery, payable on May 1 and November I of each year, commencing November 1, 2022. All such interest payments shall be payable to the persons in whose name such Series 2022 Bonds are registered on the bond registration books maintained by Simmons Bank, Pine Bluff, Arkansas as trustee (the "Trustee"), as of the fifteenth day of the calendar month preceding the calendar month in which the applicable interest payment date falls. Principal of and premium, if any, on the Series 2022 Bonds shall be payable at the principal corporate trust office of the Trustee. So long as DTC or its nominee is the registered owner of the Series 2022 Bonds, disbursement of such payments to DTC Participants is the responsibility of DTC, and the disbursement of such payments to Beneficial Owners is the responsibility of DTC Participants or Indirect Participants, as more fully described herein. Pursuant to a Trust Indenture dated as of August 1, 2019, as supplemented and amended by First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), between the City and the Trustee, the payment of the principal of, premium, if any, and interest on the Series 2022 Bonds is secured by a pledge of the receipts from a one percent (1.00%) city-wide sales and use tax (the "Sales and Use Tax"). Such pledge is made on a parity basis with the existing pledge of receipts of the Sale and Use Tax securing $71,150,000 outstanding principal amount of the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds"). See the caption "SECURITY FOR THE BONDS" herein. The Series 2022 Bonds are subject to mandatory redemption prior to maturity as more fully described herein under the caption "THE SERIES 2022 BONDS - Redemption." The Series 2022 Bonds are special obligations of the City secured by and payable solely from receipts of the Sales and Use Tax. The Series 2022 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Series 2022 Bonds shall not directly, indirectly or contingently obligate the City to levy or pledge any taxes whatsoever or to make any appropriation for the payment of the Series 2022 Bonds, except as described herein with respect to the Sales and Use Tax. The Series 2022 Bonds are offered when, as and if issued by the City and are subject to the final approving opinion of Kutak Rock LLP, Little Rock, Arkansas, Bond Counsel. Certain matters will be passed upon for the City by its counsel, Kit Williams, Esq., City Attorney. It is expected that the Series 2022 Bonds will be available for delivery in New York, New York, on or about June 22, 2022. Stephens Inc. The date of this Official Statement is June , 2022. * See the caption "RATING" herein. ** Preliminary; subject to change. MATURITY SCHEDULE* Maturity Principal Interest (November 1) Amount Rate Yield CUSIP** 2022 $1,200,000 % % 2023 4,650,000 2024 4,885,000 2025 5,125,000 2026 5,380,000 2027 5,555,000 2028 5,720,000 2029 5,890,000 $35,935,000 % Terms Bonds due November 1, 2032 — Yield % CUSIP: ** * Preliminary; subject to change. ** CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the registered owners of the Series 2022 Bonds, The City and the Underwriter are not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness by the City on the Series 2022 Bonds and by the Underwriters on the Series 2022 Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2022 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2022 Bonds. CITY OF FAYETTEVILLE, ARKANSAS Issuer City Council Lioneld Jordan, Mayor Sarah Bunch Sonia Harvey Holly Hertzberg D'Andre Jones Mark Kinion Sloan Scroggin Teresa Turk Mike Wiederkehr Paul Becker, Finance Director Kara Paxton, City Clerk Kit Williams, City Attorney SIMMONS BANK Pine Bluff, Arkansas Trustee and Paying Agent KUTAK ROCK LLP Little Rock, Arkansas Bond Counsel STEPHENS INC. Fayetteville, Arkansas Underwriter No dealer, broker, salesman or other person has been authorized by the City or by Stephens Inc. (the "Underwriter") to give any information or to make any representations, other than those contained herein; and, if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any Series 2022 Bonds in any jurisdiction in which such offer is not authorized, or in which the person making such offer, solicitation or sale is not qualified to do so, or to any person to whom it is unlawful to make such offer, solicitation or sale. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. THE SERIES 2022 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE TRUST INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION CONTAINED IN SUCH LAWS. CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM THE CITY, THE DEPOSITORY TRUST COMPANY AND OTHER SOURCES WHICH ARE BELIEVED TO BE RELIABLE. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTY THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2022 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Page IntroductoryStatement......................................................................................................................................... 1 TheSeries 2022 Bonds......................................................................................................................................... 2 Securityfor the Bonds.......................................................................................................................................... 4 Book -Entry Only System..................................................................................................................................... 5 TheProjects.......................................................................................................................................................... 7 Historical Sales and Use Tax Collections............................................................................................................. 8 Estimated Sources and Uses of Funds.................................................................................................................. 9 Estimated Debt Service Requirements................................................................................................................. 9 Estimated Debt Service Coverage........................................................................................................................ 10 Projected Mandatory Redemptions...................................................................................................................... 11 TheCity................................................................................................................................................................ 12 TheSales and Use Tax........................................................................................................................................... 14 Summaryof the Indenture.................................................................................................................................... 15 Summary of the Continuing Disclosure Agreement............................................................................................. 20 Underwriting........................................................................................................................................................ 23 TaxMatters.......................................................................................................................................................... 23 Rating.................................................................................................................................................................... 25 LegalMatters........................................................................................................................................................ 25 Miscellaneous....................................................................................................................................................... 25 Accuracy and Completeness of Official Statement.............................................................................................. 25 APPENDIX A - Form of Bond Counsel Opinion................................................................................................ A-1 APPENDIX B - Definitions of Certain Terms..................................................................................................... B-1 APPENDIX C - The Sales and Use Tax............................................................................................................... C-1 OFFICIAL STATEMENT $74,340,000* CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BONDS SERIES 2022 INTRODUCTORY STATEMENT The following introductory statement is subject in all respects to the more complete information set forth in this Official Statement. All descriptions and summaries of documents hereinafter set forth are qualified in their entirety by reference to each such document. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in "Appendix B -- DEFINITIONS OF CERTAIN TERMS". This Official Statement, including the cover page and the Appendices hereto, is furnished in connection with the offering by the City of Fayetteville, Arkansas (the "City") of its Sales and Use Tax Capital Improvement Bonds, Series 2022, in the principal amount of $74,340,000* (the "Series 2022 Bonds"). The City is a city of the first class organized and existing under the laws of the State of Arkansas (the "State"). The City is authorized under Amendment 62 to the Constitution of the State ("Amendment 62") and Arkansas Code Annotated (1998 Repl. & 2021 Supp.) §§14-164-301 et seq. (as from time to time amended, the "Act"), to issue and sell bonds for the purpose of financing and refinancing the cost of capital improvements of a public nature. The Series 2022 Bonds are to be issued by the City pursuant to Amendment 62, the Act and Ordinance No. 6563, adopted and approved on May 3, 2022 (the "Authorizing Ordinance"), for the purpose of (i) financing all or a portion of the costs of certain street improvements, trail system improvements, drainage improvements, parks system improvements, City facilities improvements, arts corridor improvements and firefighting facilities improvements, and (ii) paying certain expenses in connection with the issuance of the Series 2022 Bonds. See the captions "ESTIMATED SOURCES AND USES OF FUNDS" and "THE PROJECTS" herein. The Series 2022 Bonds are not general obligations of the City, but are special obligations payable solely from and secured by a pledge of the receipts of a special city-wide sales and use tax levied pursuant to the Act at the rate of one percent (1.00%) (the "Sales and Use Tax"). Such pledge shall be made on a parity basis with the existing pledge of receipts of the Sales Tax securing $71,150,000 outstanding principal amount of the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019 Bonds"). The Series 2022 Bonds, Series 2019A Bonds and any Additional Bonds subsequently issued by the City pursuant to the Indenture (defined below) will be secured on a parity basis. See the captions "THE 2022 BONDS — Additional Bonds," "SECURITY FOR THE BONDS," "HISTORICAL SALES AND USE TAX COLLECTIONS," and "RATING" herein. The faith and credit of the City are not pledged to the payment of the Series 2022 Bonds, and the Series 2022 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Series 2022 Bonds shall not directly, indirectly or contingently obligate the City to levy or pledge any taxes whatsoever or to make any appropriation for the payment of the Series 2022 Bonds, except as described herein with respect to the Sales and Use Tax. The Series 2022 Bonds are subject to redemption from excess moneys in the Project Fund following completion of the portions of the Projects to be financed with proceeds of the Series 2022 Bonds. The Series 2022 Bonds are also subject to redemption from Surplus Tax Receipts. "THE SERIES 2019 BONDS — Redemption" and "PROJECTED MANDATORY REDEMPTIONS" herein. Pursuant to the provisions of a Continuing Disclosure Agreement dated as of the date of delivery of the Series 2022 Bonds, by and between the City and Simmons Bank, Pine Bluff, Arkansas, as dissemination agent (the "Continuing Disclosure Agreement"), the City has undertaken certain obligations with respect to providing ongoing disclosure of certain financial and operating data concerning the City and the Sales and Use Tax and of the occurrence of certain listed events. See the caption "SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT" herein. * Preliminary; subject to change. This Official Statement contains brief descriptions or summaries of, among other matters, the City, the Series 2022 Bonds, the Sales and Use Tax, the Continuing Disclosure Agreement, and the Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), each by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the "Trustee"), pursuant to which the Series 2022 Bonds are issued and secured. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Indenture and the Continuing Disclosure Agreement are qualified in their entirety by reference to each such document, and all references to the Series 2022 Bonds are qualified in their entirety by reference to the definitive form thereof and the information with respect thereto included in the Indenture. Copies of the Continuing Disclosure Agreement, the Indenture, and the forms of the Series 2022 Bonds included therein, are available from the City by writing to the attention of the Finance Director, City of Fayetteville, City Administration Building, 113 West Mountain, Fayetteville, Arkansas 72701 and, during the initial offering period only, from the Underwriter, Stephens Inc., 3425 North Futrall, Suite 201, Fayetteville, Arkansas 72703. Certain financial and operating data has been provided by the City from the audited records of the City and certain demographic information has been obtained from other sources which are believed to be reliable. THE SERIES 2022 BONDS Description. The Series 2022 Bonds will be initially dated as of the date of their delivery, and will bear interest payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, at the rates set forth on the inside cover page hereof. The Series 2022 Bonds will mature on November 1 in the years and in the principal amounts set forth on the inside cover page hereof. The Series 2022 Bonds are issuable only in the form of fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York, to which principal, premium, if any, and interest payments on the Series 2022 Bonds will be made so long as Cede & Co. is the registered owner of the Series 2022 Bonds. Individual purchases of the Series 2022 Bonds will be made only in book -entry form, in denominations of $5,000 or integral multiples thereof. Individual purchasers ("Beneficial Owners") of Series 2022 Bonds will not receive physical delivery of bond certificates. See the caption "BOOK -ENTRY ONLY SYSTEM" herein. All interest payments on the Series 2022 Bonds shall be payable to the persons in whose name such Series 2022 Bonds are registered on the bond registration books maintained by the Trustee, as of the fifteenth day of the calendar month preceding the calendar month in which the applicable interest payment date falls. Principal of and premium, if any, on the Series 2022 Bonds shall be payable at the principal corporate trust office of the Trustee. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2022 Bond to the extent of the sum or sums so paid. So long as DTC or its nominee is the registered owner of the Series 2022 Bonds, disbursement of such payments to DTC Participants is the responsibility of DTC, and the disbursement of such payments to Beneficial Owners is the responsibility of DTC Participants or Indirect Participants, as more fully described herein. Redemption. The Series 2022 Bonds are subject to redemption prior to maturity as follows: (i) The Series 2022 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor Project or the Firefighting Facilities Project. (ii) The Series 2022 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Surplus Tax Receipts. "Surplus Tax Receipts" are Tax Receipts in excess of the amount necessary (i) to ensure the prompt payment of scheduled debt service on the Series 2019A Bonds, Series 2022 Bonds and Additional Bonds, (ii) to pay any arbitrage rebate due under Section 148(f) of the Internal Revenue Code of 1986, as amended, with respect to the Series 2019A Bonds, Series 2022 Bonds or any Additional Bonds, and (iii) to pay Trustee and Paying Agent fees and expenses. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be 2 allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. See the caption "PROJECTED MANDATORY REDEMPTIONS" herein. (iii) The Series 2022 Bonds are subject to redemption with funds from any source, at the option of the City, communicated in a written notice to the Trustee not less than sixty (60) days prior to the date fixed for redemption, in whole or in part on any date on or after November 1, 2026, in such maturities as shall be selected by the City and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. (iv) The Series 2022 Bonds maturing on November 1, 2032 are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and principal amounts set forth below at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. Year Principal Amount* 2030 $ 6,105,000 2031 14,060,000 2032 (maturity) 15,770,000 * Preliminary; subject to change. At its option, to be exercised on or before the 451 day next preceding any mandatory sinking fund redemption date for any Series 2022 Bonds maturing November 1, 2032 (the "Term Bonds"), the City may deliver to the Trustee for cancellation Term Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Tenn Bond, or portion thereof, so delivered or previously redeemed (otherwise than through mandatory sinking fund redemption) and cancelled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the City with respect to each such Tenn Bond on such mandatory sinking fund redemption date, and any excess over such amount shall be credited on future mandatory sinking fund redemption obligations with respect to such Tenn Bond in chronological order, and the principal amount of the corresponding Term Bonds so to be redeemed shall be accordingly reduced. In the case of any defeasance of the Series 2022 Bonds, the dates of redemption, the principal amounts and the maturities of the Series 2022 Bonds to be redeemed will be determined by taking into consideration the mandatory redemption requirements set forth above and the receipts of the Sales and Use Tax for the most recent twelve months. Partial Redemption of a Series 2022 Bond. If less than all of the Series 2022 Bonds of a maturity with a series are called for redemption, the particular Series 2022 Bonds or portions of Series 2022 Bonds to be redeemed shall be selected by lot in such manner as the Trustee in its discretion may deem fair and appropriate. So long as DTC or its nominee is the sole registered owner of the Series 2022 Bonds, the procedures established by DTC shall control with respect to the selection of the particular Series 2022 Bonds to be redeemed. Notice of Redemption. Notice of the call for any redemption, identifying the Series 2022 Bonds or portions thereof being called and the date on which they shall be presented for payment, shall be mailed by the Trustee by first class mail (or, so long as DTC or its nominee is the sole registered owner of the Series 2022 Bonds, by any other means acceptable to DTC, including facsimile) to the registered owner of each such Series 2022 Bond addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceeding for the redemption of any Series 2022 Bond with respect to which no such failure or defect has occurred. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. Additional Bonds. The City may issue from time to time one or more series of Additional Bonds for the purpose of refunding the Series 2019A Bonds, the Series 2022 Bonds or any series of Additional Bonds, in whole or in part. Additional Bonds shall be secured equally and ratably with the Series 2019A Bonds, the Series 2022 Bonds and any other series of Additional Bonds theretofore issued and then Outstanding, except insofar any terms or conditions of redemption or purchase established under the Indenture may afford additional benefit or security for the Bonds of any particular series and except for the security afforded by any municipal bond insurance obtained with respect to a particular series of Bonds. Before any Additional Bonds are authenticated, there shall be delivered to the Trustee a certificate of the City's Finance Director certifying that, based upon the most recent twelve (12) months of Sales and Use Tax collections, receipts of the Sales and Use Tax were not less than 150% of the maximum Annual Debt Service on all the Outstanding Bonds, plus the Additional Bonds to be issued. Notwithstanding anything described above to the contrary, no Additional Bonds shall be issued unless there is no default at the time of issuance under the Indenture. Subordinate Obligations. Nothing in the Indenture shall prevent the City from authorizing and issuing bonds, notes, bond anticipation notes, warrants, certificates or other obligations or evidences of indebtedness, the payment of the principal of and premium, if any, and interest on which shall be made from receipts of the Sales and Use Tax, provided payments from such Sales and Use Tax receipts, and the lien and charge on such Sales and Use Tax receipts, shall be made junior and subordinate to the lien, pledge and charge created in the Indenture for the security and payment of the Bonds and other payments under the Indenture. Before any Subordinate Obligations are issued, there shall be delivered to the Trustee a Certificate of the Finance Director of the City certifying that, based upon the most recent twelve (12) months of Sales and Use Tax collections, (i) receipts of the Sales and Use Tax were not less than 100% of the maximum Annual Debt Service on all then Outstanding Bonds and Subordinate Obligations, plus the Subordinate Obligations then proposed to be issued. No Subordinate Obligations shall be issued unless there is no default at the time of issuance under the Indenture. Transfer or Exchange. The Series 2022 Bonds may be transferred on the books of registration kept by the Trustee by the registered owner in person or by the owner's duly authorized attorney, upon surrender thereof, together with a written instrument of transfer duly executed by the registered owner or the owner's duly authorized attorney. Upon surrender for transfer of any Series 2022 Bond at the principal corporate office of the Trustee, the City shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Series 2022 Bond or Bonds of the same series and in the same aggregate principal amount and of any authorized denomination or denominations. Transfers of registration or exchanges of Series 2022 Bonds shall be without charge to the Holders of such Series 2022 Bonds, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the Holder of the Series 2022 Bond requesting such transfer or exchange as a condition precedent to the exercise of such privilege. The Trustee shall not be required to transfer or exchange any Series 2022 Bond during the period from and including a Record Date to the next succeeding interest payment date of such Series 2022 Bond nor to transfer or exchange any Series 2022 Bond after the mailing of notice calling such Series 2022 Bond for redemption has been made, and prior to such redemption. So long as DTC or its nominee is the sole registered owner of the Series 2022 Bonds, transfers of beneficial interests in the Series 2022 Bonds shall be in accordance with the rules and procedures of DTC and its direct and indirect participants. See the caption "BOOK -ENTRY ONLY SYSTEM" herein. SECURITY FOR THE BONDS General, The Series 2022 Bonds are special obligations of the City secured by and payable from the receipts of a special city-wide sales and use tax levied pursuant to the Act at the rate of one percent (1.00%) (the "Sales and Use Tax"). The Sales and Use Tax was levied under Ordinance No. 6216, duly adopted by the City Council of the City on December 18, 2018 (the "Election Ordinance"). Pursuant to the Election Ordinance, a special election was held on April 9, 2019, at which time the qualified electors of the City approved the issuance of capital improvement bonds in aggregate principal amount not to exceed $213,865,000 and the corresponding levy of the Sales and Use Tax. The receipts of the Sales and Use Tax were pledged to secure the payment of Debt Service on the Series 2022 Bonds pursuant to Ordinance No. 6563, duly adopted by the City Council of the City on May 3, 2022 (the "Authorizing Ordinance"). Such pledge is made on a parity basis with an existing pledge of such receipts securing $71,150,000 outstanding principal amount of the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds"). 4 Pursuant to the terms of the Election Ordinance, the collection of the Sales and Use Tax commenced on October 1, 2019. See the captions "THE SALES AND USE TAX" and "HISTORICAL SALES AND USE TAX COLLECTIONS" herein. The Series 2022 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Series 2022 Bonds shall not directly, indirectly or contingently obligate the City to levy or pledge any taxes whatsoever or to make any appropriation for the payment of the Series 2022 Bonds, except as described herein with respect to the Sales and Use Tax. BOOK -ENTRY ONLY SYSTEM The Series 2022 Bonds will be issued only as one fully registered Series 2022 Bond for each maturity, in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), as registered owner of all the Series 2022 Bonds. The fully registered Series 2022 Bonds will be retained and immobilized in the custody of DTC. DTC (or any successor securities depository) or its nominee for all purposes under the Indenture will be considered by the City and the Trustee to be the owner or holder of the Series 2022 Bonds. Owners of any book entry interests in the Series 2022 Bonds (the "book entry interest owners") described below, will not receive or have the right to receive physical delivery of the Series 2022 Bonds, and will not be considered by the City and the Trustee to be, and will not have any rights as, owners or holders of the Series 2022 Bonds under the bond proceedings and the Indenture except to the extent, if any, expressly provided thereunder. CERTAIN INFORMATION REGARDING DTC AND DIRECT PARTICIPANTS IS SET FORTH BELOW. THIS INFORMATION HAS BEEN PROVIDED BY DTC. THE CITY, THE UNDERWRITER AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR THE ACCURACY OF SUCH STATEMENTS. DTC, the world's largest depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides custody and asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments (from over 120 countries and territories) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges among Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, the National Securities Clearing Corporation and the Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has an S&P Global Ratings' rating of "AA+." The DTC Rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2022 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2022 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2022 Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confumation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2022 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2022 Bonds, except in the event that use of the Book -Entry System for the Series 2022 Bonds is discontinued. To facilitate subsequent transfers, all Series 2022 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2022 Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2022 Bonds, DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2022 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2022 Bonds within a series and maturity are to be redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Series 2022 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the Record Date. The Omnibus Proxy will assign Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2022 Bonds are credited on the Record Date (identified in a listing attached to the Omnibus Proxy). Payment of debt service and redemption proceeds with respect to the Series 2022 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Trustee on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and debt service to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants, BENEFICIAL OWNERS SHOULD CONSULT WITH THE DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS FROM WHOM THEY PURCHASE A BOOK ENTRY INTEREST TO OBTAIN INFORMATION CONCERNING THE SYSTEM MAINTAINED BY SUCH DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS TO RECORD SUCH INTERESTS, TO MAKE PAYMENTS, TO FORWARD NOTICES OF REDEMPTION AND OF OTHER INFORMATION. THE CITY AND THE TRUSTEE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ASPECTS OF THE RECORDS OR NOTICES RELATING TO, OR PAYMENTS MADE ON ACCOUNT OF, BOOK ENTRY INTEREST OWNERSHIP, OR FOR MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO THAT OWNERSHIP. The Trustee and the City, so long as a book entry method of recording and transferring interest in the Series 2022 Bonds is used, will send any notice of redemption or of any Indenture amendment or supplement or other notices to Bondholders under the Indenture only to DTC (or any successor securities depository) or its nominee. Any failure of DTC to advise any Direct Participants, or of any Direct Participants or Indirect Participants to notify any Beneficial Owner, of any such notice and its content or effect will not affect the validity of the redemption of the Series 2022 Bonds called for redemption, the Indenture amendment or supplement, or any other action premised on notice given under the Indenture. The City and the Trustee cannot and do not give any assurances that DTC, Direct Participants, Indirect Participants or others will distribute payments of debt service on the Series 2022 Bonds made to DTC or its nominee as the registered owner of the Series 2022 Bonds, or any redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or that DTC will serve and act in a manner described in this Official Statement. DTC may discontinue providing its services as securities depository with respect to the Series 2022 Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, bond certificates are required to be printed and delivered. In addition, the City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered. THE PROJECTS Streets Project. Approximately $29,546,927* of the proceeds of the Series 2022 Bonds will be deposited into the Streets Project Account of the Project Fund to finance all or a portion of the costs of right-of-way acquisition, design, construction, reconstruction, repair, resurfacing, straightening and width modification of certain City streets, which may include related sidewalk, traffic signal and control, lighting, curbing, guttering, bicycle lane, landscaping, drainage and safety improvements and related curbside pedestrian facilities such as bus pickup structures and concrete waiting pads (the "Streets Project"). Trails Project. Approximately $4,578,738* of the proceeds of the Series 2022 Bonds will be deposited into the Trails Project Account of the Project Fund to finance all or a portion of the costs of design, construction, reconstruction, extension and equipping of certain City trail system improvements, which may include related pedestrian signal, lighting, landscaping, drainage and safety improvements and right-of-way acquisition (the "Trails Project"). Drainage Project. Approximately $8,225,745* of the proceeds of the Series 2022 Bonds will be deposited into the Drainage Project Account of the Project Fund to finance all or a portion of the costs of the design, construction, reconstruction, repair, retrofit, extension, enlargement and equipping of certain drainage facilities, which may include land and easement acquisition and water quality features such as detention and retention basins and stream restoration (the "Drainage Project"). Parks Project. Approximately $10,971,035* of the proceeds of the Series 2022 Bonds will be deposited into the Parks Project Account of the Project Fund to finance all or a portion of the costs of acquisition, design, construction and equipping of certain regional park and other parks system improvements, which may include athletic fields and facilities, playgrounds, pools and splash pads, trails, campgrounds, picnic areas and pavilions, land acquisition, open space preservation and other recreational facilities and support facilities, such as restrooms and parking (the "Parks Project"). City Facilities Project. Approximately $2,695,115* of the proceeds of the Series 2022 Bonds will be deposited into the City Facilities Project Account of the Project Fund to finance all or a portion of the costs of renovating and refurbishing certain City buildings and grounds, which may include building envelope and roof improvements, window replacement, insulation, lighting and HVAC system upgrades and certain renewable energy and energy efficiency projects (the "City Facilities Project"). Arts Corridor Project. Approximately $12,639,188* of the proceeds of the Series 2022 Bonds will be deposited into the Arts Corridor Project Account of the Project Fund to finance all or a portion of the costs of acquisition, design, construction and equipping of certain Cultural Arts Corridor improvements, within or near an area bordered by Dickson Street on the north, School Avenue on the east, Prairie Street on the south, and Gregg Avenue on the west, and which may include street, sidewalk, boardwalk, trail, pedestrian signal and control, bicycle facilities, curbing, guttering, drainage, lighting and landscaping improvements, plaza, civic and performance space, art installations, overlooks, stream restoration, pavilions, structure and other buildings, new and/or replacement parking facilities, and land and easement acquisition (the "Arts Corridor Project"). Firefighting Facilities Project. Approximately $5,826,029* of the proceeds of the Series 2022 Bonds will be deposited into the Firefighting Facilities Project Account of the Project Fund to finance all or a portion of the costs of certain fire station design and construction, which may include land acquisition, and the acquisition of firefighting vehicles and equipment (the "Firefighting Facilities Project"). * Preliminary; subject to change. HISTORICAL SALES AND USE TAX COLLECTIONS Pursuant to the terms of the Election Ordinance and State law, the collection of the 1.00% Sales and Use Tax commenced on October 1, 2019. At such time an existing three-quarters of one percent (0.75%) special city- wide sales and use tax and an existing one -quarter of one percent (0.25%) special city-wide sales and use tax (collectively, the "Prior Tax") which was pledged to the payment of prior sales and use tax bonds was simultaneously terminated and such bonds were retired. Set forth below is a table showing historical receipts of the Prior Tax and the Sales and Use Tax. Collections of the Sales and Use Tax received by the City in the most recent twelve-month period (June 1, 2021 through May 31, 2022) were $28,233,212.50, a 13.65 increase over the amount of combined collections from the Sales and Use Tax received by the City during the previous twelve-month period (June 1, 2020 to May 31, 2021). Historical Historical Historical Collections of Combined Collections of Collections of 1.00% Sales Collections of Sales Growth YearM 0.25% Prior Tax 0.75% Prior Tax and Use Tax and Use Taxes Percentage 2009 $ 3,927,564 $11,782,692 n/a $15,710,256 n/a 2010 3,917,717 11,753,150 n/a 15,670,867 -0.25% 2011 4,129,686 12,389,060 n/a 16,518,746 5.41% 2012 4,389,519 13,168,559 n/a 17,558,078 6.29% 2013 4,513,873 13,541,618 n/a 18,055,491 2.83% 2014 4,604,085 13,812,257 n/a 18,416,342 2.00% 2015 4,950,155 14,850,464 n/a 19,800,619 7.52% 2016 5,161,048 15,483,143 n/a 20,644,191 4.26% 2017 5,324,281 15,972,843 n/a 21,297,124 3.16% 2018 5,576,368 16,729,104 n/a 22,305,472 4.73% 20190) n/a n/a n/a 23,414,516(2) 4.97% 2020(3) n/a n/a 23,759,681 23,759,681 1.47% 2021(3) n/a n/a 27,530,298 27,530,298 15.87% �l> Sales and use tax receipts are remitted by the Treasurer of the State of Arkansas to the City in the second month following the month of their collection. (2) Combined collections of the Existing Tax for the nine months ended September 30, 2019 and the Sales and Use Tax for the three months ended December 31, 2019. (3) Act 822 of 2019 went into effect on July 1, 2019, and provides for the collection of sales and use taxes by remote sellers to Arkansas buyers. Source: City of Fayetteville [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] ESTIMATED SOURCES AND USES OF FUNDS The proceeds of the Series 2022 Bonds are expected to be used as follows: Sources of Funds0) Par Amount of Series 2022 Bonds $74,340,000 Net Original Issue Premium (Discount) Total Sources: Uses of FundsG) Deposit to Streets Project Account of Project Fund $29,546,927 Deposit to Trails Project Account of Project Fund 4,578,738 Deposit to Drainage Project Account of Project Fund 8,225,745 Deposit to Parks Project Account of Project Fund 10,971,035 Deposit to City Facilities Project Account of Project Fund 2,695,115 Deposit to Arts Corridor Project Account of Project Fund 12,639,188 Deposit to Firefighting Facilities Project Account of Project Fund 5,826,029 Costs of Issuance, including Underwriter's Discount 514,083 Contingency Total Uses: $ Preliminary; subject to change. ESTIMATED DEBT SERVICE REQUIREMENTS As of the date of closing, the Series 2019A Bonds and the Series 2022 Bonds will constitute the only debt obligations secured by receipts of the Sales and Use Tax. The following table sets forth the amounts required to pay scheduled principal of and interest on the Series 2019A Bonds and the Series 2022 Bonds during each year: Series 2019A Series 2019A Series 2022 Series 2022 Total Debt Year Principal Interest PrincipaW Interest(2) Service 2022 $6,490,000 $2,560,869 $ 1,200,000 $ 992,729 $11,243,598 2023 6,810,000 2,148,913 4,650,000 2,710,406 16,319,319 2024 7,150,000 1,808,412 4,885,000 2,477,906 16,321,318 2025 7,510,000 1,450,913 5,125,000 2,233,656 16,319,569 2026 7,885,000 1,075,412 5,380,000 1,977,406 16,317,818 2027 8,265,000 681,163 5,555,000 1,816,006 16,317,169 2028 8,440,000 515,862 5,720,000 1,642,413 16,318,275 2029 8,625,000 347,063 5,890,000 1,456,513 16,318,576 2030 8,780,000 174,562 6,105,000 1,257,725 16,317,287 2031 1,195,000 20,912 14,060,000 1,044,050 16,319,962 2032 15,770,000 551,950 16,321,950 Totals: $ 1 1550 0000 $10.784.081 74.340.000 18.160.760 174.434.841 (1) Preliminary; subject to change. Including mandatory sinking fund redemptions. (2) Preliminary; subject to change. Assuming for purposes of this Preliminary Official Statement an average coupon rate on the Series 2022 Bonds of 3.531% per annum. ESTIMATED DEBT SERVICE COVERAGE Set forth below is a table showing estimated debt service coverage with respect to the Series 2019A Bonds and the Series 2022 Bonds. Collections of the Sales and Use Tax received during the twelve-month period ended May 31, 2022 were utilized for the purpose of making the coverage calculations. See the caption "HISTORICAL SALES AND USE TAX COLLECTIONS" herein. Historical Tax Receipts of Sales and Use Tax0) $28,233,212.50 Maximum Annual Debt Service (2) $16,321,950.00 Maximum Annual Debt Service Coverage 1.73X Actual collections of the Sales and Use Tax received during the last twelve-month period ending May 31, 2022. See the caption "HISTORICAL SALES AND USE TAX COLLECTIONS" herein. (2) Preliminary; subject to change, and representing debt service on the Series 2019A Bonds and Series 2022 Bonds in 2032. See the caption "ESTIMATED DEBT SERVICE REQUIREMENTS" herein. THE COVERAGE NUMBERS SET FORTH ABOVE ARE BASED ON HISTORICAL RECEIPTS OF THE SALES AND USE TAX. ACTUAL RECEIPTS OF THE SALES AND USE TAX WILL DEPEND ON NUMEROUS FACTORS, AND THERE CAN BE NO ASSURANCE THAT FUTURE RECEIPTS OF THE SALES AND USE TAX AVAILABLE TO PAY DEBT SERVICE ON THE SERIES 2019A BONDS AND SERIES 2022 BONDS WILL APPROXIMATE SUCH HISTORICAL RESULTS. See the caption "THE SALES AND USE TAX — Future Sales and Use Tax Receipts" herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 10 PROJECTED MANDATORY REDEMPTIONS The table under the caption "ESTIMATED DEBT SERVICE REQUIREMENTS" does not reflect possible mandatory redemptions of the Series 2019A Bonds and Series 2022 Bonds from Surplus Tax Receipts, if available. Surplus Tax Receipts are all receipts of the Sales and Use Tax in excess of the amount necessary (i) to assure the prompt payment of the principal of and interest on Outstanding Series 2019A Bonds and Series 2022 Bonds and any series of Additional Bonds, (ii) to pay any arbitrage rebate due under Section 148(f) of the Code, and (iii) to pay Trustee and Paying Agent fees and expenses. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. THERE CAN BE NO ASSURANCE GIVEN THAT RECEIPTS OF THE SALES AND USE TAX WILL BE REALIZED IN THE AMOUNTS ASSUMED IN THE TABLE BELOW. See the caption "THE SALES AND USE TAX — Future Sales and Use Tax Receipts" herein. Series 2019A Bonds Redeemed Series 2022 Bonds Total Series 2019A Series 2019A Prior to Series 2022 Redeemed Prior to and Series 2022 DateM Principal Due Maturi &2>(3) Principal Due Maturi (2)(3) Principal Retired 11-1-22 $6,490,000 $7,475,000 $1,200,000 $ -- $15,165,000 5-1-23 -- 6,060,000 -- -- 6,060,000 11-1-23 6,810,000 6,120,000 4,650,000 -- 17,580,000 5-1-24 -- 6,175,000 -- -- 6,175,000 11-1-24 7,150,000 6,240,000 4,885,000 -- 18,275,000 5-1-25 -- 6,300,000 -- -- 6,300,000 11-1-25 7,510,000 4,820,000 5,125,000 1,590,000 19,045,000 5-1-26 -- -- -- 10,505,000 10,505,000 11-1-26 -- -- 5,380,000 10,685,000 16,065,000 5-1-27 -- -- -- 10,865,000 10,865,000 11-1-27 -- -- 5,555,000 11,060,000 16,615,000 5-1-28 -- -- -- 2,840,000 2,840,000 11-1-28 -- -- -- -- -- 5-1-29 -- -- -- -- -- 11-1-29 -- -- -- -- -- 5-1-30 -- -- -- -- -- 11-1-30 -- -- -- -- -- 5-1-31 -- -- -- -- -- 11-1-31 -- -- -- -- -- 5-1-32 -- -- -- -- -- 11-1-32 - -- - -- Totals: $27,960,000 43. M 000 26.795.000 47.545.000 145.490.000 (1) The Series 2019A Bonds and the Series 2022 Bonds are subject to mandatory redemption from Surplus Tax Receipts on each May 1 and November 1. See the caption "THE SERIES 2022 BONDS —Redemption" herein. (2) Assuming annual receipts of the Sales and Use Tax of $28,233,212.50. (3) Projected mandatory redemptions related to Series 2019A Bonds maturing November 1, 2026 through November 1, 2032. (4) Projected mandatory redemptions related to Series 2022 Bonds maturing November 1, 2028 through November 1, 2032. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 11 THE CITY General. The City is a city of the first class organized and existing under the laws of the State of Arkansas. The City is the seat of government of Washington County (the "County") and is the second largest city in the State. The City is located in the Metropolitan Statistical Area of Fayetteville/Springdale/Rogers (the "MSA"), which includes all of Washington and Benton Counties in the northwest comer of the State and is approximately 185 miles northwest of Little Rock, Arkansas, 125 miles east of Tulsa, Oklahoma, and 210 miles south of Kansas City, Missouri. The City is served by U.S. Interstate 49, U.S. Highways 62 and 71, and State Highways 16, 45, 112, 156, 180 and 265. The Burlington Northern Railroad has several lines running through the City, and a general aviation airport with a 6,006-foot runway is available for limited commuter travel. The Northwest Arkansas Regional Airport is located approximately 40 minutes from downtown Fayetteville and provides daily flights to numerous venues. Government. The City currently operates under the Mayor -Council form of government pursuant to which a mayor, city attorney, city clerk and eight City Council members are elected, two from each of the City's four wards. The mayor, city attorney and city clerk are full-time positions elected to four-year terms. City Council members also serve four- year terms. The City's elected officials and the dates on which their respective terms expire are as follows: Name Office Term Expires Lioneld Jordan Mayor 12/31/24 Kit Williams City Attorney 12/31/22 Kara Paxton City Clerk 12/31/24 Sarah Bunch Council Member 12/31/24 Sonia Harvey Council Member 12/31/22 Holly Hertzberg Council Member 12/31/24 D'Andre Jones Council Member 12/31/24 Mark Kinion Council Member 12/31/22 Sloan Scroggin Council Member 12/31/22 Teresa Turk Council Member 12/31/22 Mike Wiederkehr Council Member 12/31/24 Financial Reporting. The City's Comprehensive Annual Financial Report for the fiscal year ended December 31, 2020 can be accessed at: www.fayetteville-ar.p-ov/ArchiveCenter/ViewFile/Item/2032 Population. The following is a table of population changes for the City, the MSA and the State of Arkansas, according to the United States Census Bureau: City of State of Year Fayetteville MSA Arkansas 1960 20,274 92,069 1,786,272 1970 30,729 127,846 1,923,322 1980 36,608 178,609 2,286,435 1990 42,099 210,908 2,350,624 2000 58,047 311,121 2,673,400 2010 73,580 463,204 2,915,918 2020 93,949 546,725 3,011,524 [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 12 Economic Data. Per capita personal income figures for the MSA and the State of Arkansas are as follows: State of Year MSA Arkansas 2010 $39,432 $32,372 2011 43,832 34,279 2012 50,271 36,582 2013 49,497 36,677 2014 55,756 38,749 2015 59,325 39,968 2016 61,656 40,873 2017 62,945 42,056 2018 67,281 43,661 2019 68,808 45,039 2020 70,085 47,522 2021 n/a 51,148 Source: Bureau of Economic Analysis, St. Louis Fed, Not Seasonally Adjusted The following table shows the total assessed value of non -utility real and personal property within the City for the years indicated: Year Real Property Personal Property Total 2012 $1,063,617,013 $203,289,225 $1,266,906,238 2013 1,084,550,127 216,005,532 1,300,555,659 2014 1,115,992,871 226,841,704 1,342,834,575 2015 1,171,158,618 232,141,593 1,403,300,191 2016 1,213,852,296 252,836,149 1,466,688,495 2017 1,257,361,951 246,656,011 1,504,017,962 2018 1,309,055,168 261,728,096 1,570,783,264 2019 1,352,620,084 247,101,970 1,599,722,054 2020 1,529,519,526 262,267,946 1,791,787,472 2021 1,647,091,410 282,921,776 1,930,013,186 Source: Washington County Tax Assessor's Office. The assessed value represents 20% of the appraised value of property, Building permits issued by the City0) are shown below for the years indicated: 2018 2019 2020 2021 2022(2) Residential Building 658 572 949 779 222 Permits Commercial Building 48 23 70 30 6 Permits Value of All Building Permits $426,545,540 $405,482,619 $532,417,273 $430,985,499 $140,521,415 (1) Does not include building activity of the University of Arkansas, school permits and additions/alterations to existing structures. (2) Through March 31, 2022. Source: City of Fayetteville. 13 Unemployment figures (not seasonally adjusted) for Washington County and the State of Arkansas, according to the Arkansas Division of Workforce Services, are as follows: Year Washington State of Arkansas County 2013 5.2% 7.1% 2014 4.3 5.9 2015 3.5 5.0 2016 2.8 4.0 2017 2.6 3.7 2018 2.6 3.6 2019 2.5 3.5 2020 4.6 6.1 2021 n/a 4.0 2022* 2.6 3.2 * January, 2022 only; preliminary and not seasonally adjusted. Employment and Industry. The principal campus of the University of Arkansas is located in the City and has total enrollment for the fall semester of 2021 of approximately 25,193. On the Fayetteville campus, the University employs approximately 11,115 faculty, administrative, secretarial, clerical and maintenance personnel in both full-time and part-time positions, making the University the largest employer in the City. Other major employers in the City, their products or services and approximate number of employees are set forth below: Employer University of Arkansas Washington Regional Medical Center Fayetteville School District Veteran's Admin. Medical Tyson Mexican Original City of Fayetteville Washington County Wal-Mart Store #359 Wal-Mart Store # 144 Wal-Mart #9149 (optical lab) Source: City of Fayetteville Product or Service Employees Colleges/universities 11,115 Health care 3,279 Public schools 1,514 Health care 1,449 Retail 789 City government 767 County government 634 Retail 470 Retail 417 Manufacturer 396 THE SALES AND USE TAX Generally. The Sales and Use Tax is levied under the Election Ordinance pursuant to the authority of the Act. The Sales and Use Tax is levied within the City on all items which are subject to taxation under The Arkansas Gross Receipts Act of 1941 and on the receipts from storing, using or consuming tangible personal property under The Arkansas Compensating (Use) Tax Act of 1949. The Sales and Use Tax is collected only on the gross receipts, gross proceeds or sales price in the maximum amount allowed from time to time under Arkansas law for "single transactions," subject to certain rebates and limitations. Pursuant to the Indenture and the Authorizing Ordinance, the City has pledged the receipts of the Sales and Use Tax (after the deduction of certain administrative charges) to the payment of the Series 2019A Bonds and the Series 2022 Bonds. Pursuant to the terms of the Election Ordinance, the collection of the Sales and Use Tax commenced on October 1, 2019. See "Appendix C — THE SALES AND USE TAX" for a detailed description of the property and services subject to sales and use taxation and the exemptions therefrom. Administration. Pursuant to the State law, the Commissioner of Revenues of the State (the "Commissioner") performs all functions incidental to the administration, collection, enforcement and operation of the Sales and Use Tax. All receipts of the Sales and Use Tax collected, less certain charges payable and retainage 14 due the Commissioner for administrative services in the amount of 3% of the gross receipts of the Sales and Use Tax, shall be remitted by the State Treasurer to the Trustee monthly. See the caption "SUMMARY OF THE INDENTURE — Application of Sales and Use Tax Receipts" herein. In an effort to simplify and modernize the sales and use tax collection process, the State of Arkansas has opted to participate in the Streamlined Sales Tax Agreement, a cooperative effort among states, local governments and the business community. Future Receipts of the Sales and Use Tax. Receipts of the Sales and Use Tax will be contingent upon the sale and use of property and services within the City, which activity is generally dependent upon economic conditions within the City and the surrounding trade area. Also, receipts of the Sales and Use Tax may be affected by changes to transactions exempted from the Sales and Use Tax made by legislation adopted by the General Assembly of the State or by the people of the State in the form of a constitutional amendment or initiated act. In the past the General Assembly of the State has considered new exemptions to sales and use taxes, such as food sales, which, if adopted, would materially reduce receipts of the Sales and Use Tax. The City has no control over actions of the General Assembly or the people of the State and cannot predict whether changes to the Sales and Use Tax may be made. Accordingly, the City cannot predict with certainty the expected amount of receipts of the Sales and Use Tax to the be received and, therefore, there can be no assurance that receipts of the Sales and Use Tax will be sufficient to pay the principal of and interest on the Series 2019A Bonds and Series 2022 Bonds. SUMMARY OF THE INDENTURE The following statements are brief summaries of certain provisions of the Indenture. The statements do not purport to be complete, and reference is made to the Indenture, copies of which are available for examination at the offices of the Finance Director of the City, for a full statement thereof. Funds and Accounts. Receipts of the Sales and Use Tax are pledged by the Indenture to the payment of the principal of and interest on the Bonds. The following Funds and Accounts have been established with the Trustee in connection with the issuance of the Bonds: Funds and Accounts Revenue Fund Bond Fund, and an Interest Account and a Principal Account therein Redemption Fund Cost of Issuance Fund Project Fund, and a Streets Project Account, Trails Project Account, Drainage Project Account, Parks Project Account, City Facilities Project Account, Arts Corridor Project Account, and Firefighting Facilities Project Account therein Rebate Fund Application of Receipts of the Sales and Use Tax. The application of receipts of the Sales and Use Tax is as follows: (a) Revenue Fund. All receipts from the Sales and Use Tax shall, as and when received, be deposited into the Revenue Fund. All moneys at any time in the Revenue Fund shall be applied on a monthly basis to the payment of Debt Service on the Bonds, to the payment of any arbitrage rebate due under Section 148(f) of the Code, to the payment of fees and expenses of the Trustee and any Paying Agent, and to the early redemption of the Bonds, at the times and in the amounts set forth as follows: (b) Bond Fund. Upon receipt, but in no event later than the last day of each month in which receipts of the Sales and Use Tax are deposited in the Revenue Fund, there shall be transferred from the Revenue Fund (i) into the Interest Account of the Bond Fund, an amount equal to 1/6 of the interest on the Outstanding Bonds due on the next interest payment date, and (ii) into the Principal Account of the Bond Fund, an amount equal to 1/12 of the next scheduled principal maturity of Outstanding Bonds (including mandatory sinking fund redemptions). Moneys in the Bond Fund shall be used solely for the purpose of paying Debt Service on the Bonds or for redemption of 15 Bonds, as provided in the Indenture. The Trustee shall withdraw from the Bond Fund, on the date of any principal or interest payment, an amount equal to such payment for the sole purpose of paying the same. If receipts of the Sales and Use Tax in the Revenue Fund are insufficient to make the required monthly payment into the Bond Fund, the amount of any such deficiency in the payment made shall be added to the amount otherwise required to be paid into the Bond Fund not later than last day of the next succeeding month. When the moneys held in the Revenue Fund, the Bond Fund and the Redemption Fund shall be and remain sufficient to pay in full the principal of and interest on all Bonds then Outstanding in accordance with the Indenture, together with the required fees and expenses to be paid or reimbursed to the Trustee and any Paying Agent, the City shall have no further obligation to make payments into such Funds and the levy of the Sales and Use Tax shall cease. (c) Rebate Fund. The Trustee shall establish and maintain, separate and apart from any other Funds and Accounts established and maintained under the Indenture, the Rebate Fund, which Fund is not pledged to the payment of any Bonds. Subject to transfer to the United States in payment of any arbitrage rebate due under Section 148(f) of the Code, all moneys at any time deposited in the Rebate Fund shall be held by the Trustee in trust, and neither the City nor the Owner of any Bond shall have any rights in or claim to such money. Any amounts remaining in the Rebate Fund after payment in full of the rebate amount owing to the United States, within sixty (60) days after the date on which the last Bond is redeemed, shall be transferred to the Revenue Fund. (d) Redemption Fund. After malting the required deposits into the Bond Fund and into the Rebate Fund, and after paying the fees and expenses of the Trustee and any Paying Agent, there shall be paid from the Revenue Fund into the Redemption Fund all remaining moneys in the Revenue Fund (the "Surplus Tax Receipts"). Moneys in the Redemption Fund shall be transferred to the appropriate Principal Account of the Bond Fund at such times as may be necessary to effectuate redemptions of Bonds on the first available redemption date. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. See the captions "THE SERIES 2022 BONDS — Redemption" and "PROJECTED MANDATORY REDEMPTIONS" herein. (e) Project Fund. Portions of the proceeds of the Series 2022 Bonds shall be deposited in the Streets Project Account, Trails Project Account, Drainage Project Account, Parks Project Account, City Facilities Project Account, Arts Corridor Project Account and Firefighting Facilities Project Account of the Project Fund. See the captions "ESTIMATED SOURCES AND USES OF FUNDS" and "THE PROJECTS" herein. Amounts in the various Accounts in the Project Fund shall be expended only for the payment of Project Costs related to the applicable portion of the Project being financed with the proceeds of the Series 2022 Bonds upon the submission of Requisitions by the City to the Trustee. The Trustee shall only make payments from the Project Fund pursuant to and in accordance with Requisitions. Within ninety (90) days following completion of the portion of a Project being financed with a particular series of Bonds, the City shall deliver to the Trustee its Certificate stating that the applicable portion of such Project is complete and the Trustee shall transfer the remaining moneys in the applicable Account of the Project Fund (save and except moneys needed to satisfy unpaid Project Costs) to the Redemption Fund for application to the retirement of the Series 2022 Bonds by redemption or purchase. See the caption "THE SERIES 2022 BONDS — Redemption" herein. (f) Cost of Issuance Fund. A portion of the proceeds of the Series 2022 Bonds shall be deposited to the credit of the Cost of Issuance Fund. The Trustee shall pay those Costs of Issuance as directed by the City pursuant to a Certificate delivered on a Closing Date. After all Costs of Issuance have been paid with respect to the Series 2022 Bonds (and in any event not later than October 1, 2022), any remaining moneys in the Cost of Issuance Fund shall be transferred to the Interest Account of the Bond Fund. Investment of Funds. At the direction of the City or absent such direction, the Trustee shall invest moneys in Funds or Accounts held by the Trustee in Investment Securities with maturity or redemption dates consistent with the times at which said moneys will be required for the purposes provided in the Indenture. Moneys in separate Funds or Accounts may be commingled for the purpose of investment. Valuation of Funds and Accounts. In determining the value of any Fund or Account held by the Trustee under the Indenture, the Trustee shall credit Investment Securities at the fair market value thereof, as determined by the Trustee by any method selected by the Trustee in its reasonable discretion. No less frequently than annually, and 16 in any event within thirty (30) days prior to the end of each Fiscal Year, the Trustee shall determine the value of each Fund and Account held under the Indenture and shall report such determination to the City. The Trustee shall sell or present for redemption any Investment Securities as necessary in order to provide money for the purpose of making any payment required under the Indenture, and the Trustee shall not be liable for any loss resulting from any such sale. Responsibility of Trustee. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it at the direction of the City. Instruments of Further Assurance. At any and all times the City shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, ordinances, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, pledging, assigning and confirming of all and singular the receipts from the Sales and Use Tax and all other moneys pledged or assigned by the Indenture, or intended so to be, or which the City may become bound to pledge or assign. Tax Covenants. The City shall not use or permit the use of any Bond proceeds or any other funds of the City, directly or indirectly, in any manner, and will not take or permit to be taken any other action or actions which would adversely affect the exclusion of interest on any Bond from gross income for federal income tax purposes. No part of the proceeds of the Series 2022 Bonds shall at any time be used, directly or indirectly, to acquire securities or obligations the acquisition of which would cause any of such Series 2022 Bonds to be an "arbitrage bond" as defined in Sections 148(a) and (b) of the Code. The City agrees that so long as any of the Series 2022 Bonds remain Outstanding, it will comply with the provisions of the applicable Tax Compliance Agreement. Defeasance. Any Bond shall be deemed to be paid within the meaning of the Indenture when payment of the principal of and premium, if any, and interest on such Bond (whether at maturity or upon redemption as provided in the Indenture, or otherwise), either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Government Securities (provided that such deposit will not affect the tax-exempt status of the interest on any of the Bonds or cause any of the Bonds to be classified as "arbitrage bonds" within the meaning of Section 148(a) of the Code, as reflected in an opinion of Bond Counsel delivered to the Trustee), maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys to make such payment, and all necessary and proper fees, compensation and expenses of the Trustee and any Paying Agent pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee and any said Paying Agent. In the case of any defeasance of Bonds, the dates of redemption of such Bonds and the principal amounts and maturities of Bonds to be redeemed on such dates will be determined by taking into consideration the applicable redemption requirements with respect to the Bonds to be defeased and the receipts of the Sales and Use Tax for the most recent twelve months. Events of Default. Each of the following events shall constitute and is referred to in the Indenture as an "Event of Default"; (a) Default in the due and punctual payment of any interest on any Bond; (b) Default in the due and punctual payment of the principal of or premium, if any, on any Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof, or upon the maturity thereof by declaration; (c) Default in the payment of any other amount required to be paid under the Indenture or the performance or observance of any other of the covenants, agreements or conditions contained in the Indenture, or in the Bonds issued under the Indenture, and continuance thereof for a period of sixty (60) days after written notice specifying such failure and requesting that it be remedied, shall have been given to the City by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of Holders of not less than fifty-one percent (51%) in aggregate principal amount of the Bonds then Outstanding, unless the Trustee, or the Trustee and Holders of an aggregate principal amount of Bonds not less than the aggregate principal amount of Bonds the Holders of which requested such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the 17 applicable period, the Trustee will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within such period and is being diligently pursued; (d) The filing of a petition in bankruptcy by or against the City under the United States Bankruptcy Code or the commencement of a proceeding by or against the City under any other law concerning insolvency, reorganization or bankruptcy; and (e) If the State has limited or altered the rights of the City pursuant to the Act, as in force on the date of the Indenture, to fulfill the terms of any agreements made with the Trustee or the Bondholders or in any way impaired the rights and remedies of the Trustee or the Bondholders while any Bonds are Outstanding. The term "default' as used in clauses (a), (b) and (c) above shall mean default by the City in the performance or observance of any of the covenants, agreements or conditions on its part contained in the Indenture, or in the Bonds Outstanding thereunder, exclusive of any period of grace required to constitute a default an "Event of Default' as described above. Acceleration. Upon the occurrence of an Event of Default, the Trustee may, and upon the written request of the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding shall, by notice in writing delivered to the City, declare the principal of all Bonds then Outstanding, together with any premium and the interest accrued thereon, immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. Other Remedies; Rights of Bondholder's. Upon the occurrence of an Event of Default, the Trustee may, as an alternative, pursue any available remedy by suit at law or in equity, including, without limitation, mandamus to enforce the payment of the principal of and premium, if any, and interest on the Bonds then Outstanding. If an Event of Default shall have occurred, and if it shall have been requested so to do by the Holders of 51% in aggregate principal amount of Bonds Outstanding and if it shall have been indemnified as provided in the Indenture, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred upon it by the Indenture as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bondholders. No remedy by the terms of the Indenture conferred upon or reserved to the Trustee (or to the Bondholders) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given under the Indenture or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or Event of Default or acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any default or Event of Default under the Indenture, whether by the Trustee or by the Bondholders, shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereon. Rights and Remedies of Bondholders. No Holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of the Indenture or for the execution of any trust thereof or for the appointment of a receiver or any other remedy thereunder, unless a default has occurred of which the Trustee has been notified as provided in the Indenture, or of which by the Indenture it is deemed to have notice, nor unless such default shall have become an Event of Default and the Holders of not less than 51% in aggregate principal amount of Bonds Outstanding shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers granted or to institute such action, suit, or proceeding in its own name, nor unless also they have offered to the Trustee indemnity as provided in the Indenture nor unless the Trustee shall thereafter fail or refuse to exercise the powers granted, or to institute such action, suit, or proceeding in its own name; and such notification, request and offer of indemnity are declared in every such case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of the Indenture, and to any action or cause of action for the enforcement of the Indenture or for the appointment of a receiver or for any other remedy thereunder; it being understood and intended that no one or more Holders of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of the Indenture by action of the Holder or Holders or to enforce any right under the Indenture except in the manner therein provided, and that all proceedings at law or in equity shall be instituted, held and maintained in the manner therein provided for the equal benefit of the 18 Holders of all Bonds Outstanding thereunder. Nothing in the Indenture contained shall, however, affect or impair the right of any Bondholders to enforce the payment of the principal of and premium, if any, and interest on any Bonds at and after the maturity thereof, or the obligation of the City to pay the principal of and premium, if any, and interest on each of the Bonds issued under the Indenture to the respective Holders thereof at the time and place in said Bonds expressed. Supplemental Indentures Not Requiring Consent of Bondholders. The City and the Trustee may, from time to time and at any time, without the consent of or notice to the Bondholders, enter into Supplemental Indentures as follows: (a) to cure any formal defect, omission, inconsistency or ambiguity in the Indenture; (b) to grant to or confer or impose upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority, security, liabilities or duties which may lawfully be granted, conferred or imposed and which are not contrary to or inconsistent with the Indenture as theretofore in effect, provided that no such additional liabilities or duties shall be imposed upon the Trustee without its consent; (c) to add to the covenants and agreements of, and limitations and restrictions upon, the City in the Indenture other covenants, agreements, limitations and restrictions to be observed by the City which are not contrary to or inconsistent with the Indenture as theretofore in effect; (d) to confirm, as further assurance, any pledge under, and the subjection to any claim, lien or pledge created or to be created by, the Indenture, of the Trust Estate or of any other moneys, securities or funds; (e) to comply with the requirements of the Trust Indenture Act of 1939, as from time to time amended; (f) to authorize the issuance and sale of one or more series of Additional Bonds; (g) to make such additions, deletions or modifications as may be necessary to assure compliance with Section 148(f) of the Code relating to required rebate to the United States or otherwise as may be necessary to assure exemption from federal income taxation of interest on the Bonds; or (h) to modify, alter, amend or supplement the Indenture in any other respect which is not materially adverse to the Bondholders and which does not involve a change described in clause (a), (b), (c), (d), (e) or (f) above and which, in the judgment of the Trustee, is not to the prejudice of the Trustee. Supplemental Indentures Requiring Consent of Bondholders. Subject to the terms and provisions contained in this paragraph, and not otherwise, the Holders of not less than 2/3 in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in the Indenture to the contrary notwithstanding, to consent to and approve the execution by the City and the Trustee of such indenture or indentures supplemental to the Indenture as shall be deemed necessary and desirable by the City for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any Supplemental Indenture; provided, however, that nothing contained in the Indenture shall permit or be construed as permitting (a) an extension of the maturity (or mandatory redemption date) of the principal of or the interest on any Bond issued thereunder, or (b) a reduction in the principal amount of or redemption premium or rate of interest on any Bond issued thereunder, or (c) the creation of any lien on the Trust Estate or any part thereof, except as expressly permitted in the Indenture, or (d) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Indenture, or (f) depriving the Holder of any Bond then Outstanding of the lien created on the Trust Estate. If, at any time the City shall request the Trustee to enter into any Supplemental Indenture for any of the purposes described above, the Trustee shall, at the expense of the City, cause notice of the proposed execution of such Supplemental Indenture to be mailed by first class mail to each registered owner of the Bonds. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the principal office of the Trustee for inspection by Bondholders. The Trustee shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail such notice, and any such failure shall not affect the validity of such Supplemental Indenture when consented to and approved as provided above. If the Holders of not less than 2/3 in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture shall have consented to and approved the execution thereof, no Holder of any Bond shall 19 have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same or from taking any action pursuant to the provisions thereof. SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT The City has entered into an undertaking in the form of the Continuing Disclosure Agreement as required by the Indenture for the benefit of the Beneficial Owners of the Series 2022 Bonds to cause certain financial information to be sent to certain information repositories annually and to cause notice to be sent to such information repositories of certain specified events, pursuant to the requirements of Section (b)(5)(i) of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule"). The City is a party to multiple continuing disclosure agreements for various bond issues of the City secured by different repayment sources. During the past five years, the City has identified certain instances in which filings were not made as required by such agreements. A listing of such instances, which may not be inclusive, is set forth below. With respect to bonds secured by the City's sales and use tax receipts, by library tax receipts, by parking revenues, and by receipts of a special hotel, motel and restaurant gross receipts tax, the City's audited financial statements for fiscal years 2019 and 2020 were not posted on a timely basis (1 to 3 days late). However, with respect to said sales and use tax bonds and library tax bonds, unaudited financial statements for such fiscal years were timely posted to the EMMA system, and as required by the Rule, upon their availability, the audited financial statements were subsequently posted. With respect to the aforementioned parking revenue bonds and hotel, motel and restaurant gross receipts tax bonds, for fiscal year 2020 only, unaudited financial statements were timely posted to the EMMA system, and as required by the Rule, upon their availability, the audited financial statements for such fiscal year were subsequently posted. The City makes no representation as to the materiality of the continuing disclosure delinquencies and omissions described above. The City has undertaken steps to ensure future compliance with its continuing disclosure obligations. The Continuing Disclosure Agreement contains the following covenants and provisions: (a) The City covenants that it will disseminate, or will cause the Dissemination Agent to disseminate, the Annual Financial Information and the Audited Financial Statements (in the form and by the dates set forth in Exhibit I to the Continuing Disclosure Agreement) by delivering such Annual Financial Information and the Audited Financial Statements to the MSRB within 180 days of the completion of the City's Fiscal Year. The City is required to deliver or cause delivery of such information in Prescribed Form and by such time so that such entity receives the information by the dates specified. (b) Not later than five (5) Business Days prior to the date specified in the preceding paragraph for providing the Annual Financial Information Disclosure to the MSRB, the City shall provide such Annual Financial Information Disclosure to the Dissemination Agent. If by such date the Dissemination Agent has not received a copy of the applicable Annual Financial Information Disclosure, the Dissemination Agent shall contact the applicable Disclosure Representative to determine if the City is in compliance with the preceding paragraph. If the Dissemination Agent is unable to verify that the Annual Financial Information Disclosure has been provided to the MSRB by the date required in the preceding paragraph, the Dissemination Agent shall file a notice to such effect with the MSRB in substantially the form attached as Exhibit III to the Continuing Disclosure Agreement. (c) If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, the City will disseminate or cause dissemination of a statement to such effect as part of its Annual Financial Information for the Fiscal Year in which such event first occurs. (d) If any amendment is made to the Continuing Disclosure Agreement, the Annual Financial Information for the Fiscal Year in which such amendment is made (or in any notice or supplement provided to the MSRB) shall contain a narrative description of the reasons for such amendment and its impact on the type of information being provided. 20 (e) The City covenants that it will disseminate or cause dissemination in a timely manner, not in excess of ten (10) Business Days after the occurrence of the event, of Listed Events Disclosure to the MSRB in Prescribed Form. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Series 2022 Bonds need not be given under the Continuing Disclosure Agreement any earlier than the notice (if any) of such redemption is given to the owners of the Series 2022 Bonds pursuant to the Indenture. The City is required to deliver or cause delivery of such Listed Events Disclosure in the same manner as provided for Annual Financial Information and Audited Financial Statements. (f) The Continuing Disclosure Agreement has been executed in order to assist the Participating Underwriter in complying with the Rule; however, the Continuing Disclosure Agreement shall inure solely to the benefit of the City, the Dissemination Agent, if any, the Trustee and the Beneficial Owners of the Series 2022 Bonds, and shall create no rights in any other person or entity. In the event of a failure of the City to comply with any provision of the Continuing Disclosure Agreement, the Trustee may (and at the request of a Participating Underwriter or the Beneficial Owners of at least 25% in aggregate outstanding principal amount of the Series 2022 Bonds, and upon being indemnified to its satisfaction, shall) or the Beneficial Owner of any Series 2022 Bond may seek specific performance by court order to cause the City to comply with its obligations under the Disclosure Agreement. A default under the Disclosure Agreement shall not be deemed an Event of Default under the Indenture or any other agreement, and the sole remedy under the Disclosure Agreement in the event of any failure of the City or the Dissemination Agent to comply with the Disclosure Agreement shall be an action to compel performance. (g) The Undertaking of the City pursuant to the Continuing Disclosure Agreement shall be terminated when the City shall no longer have any legal liability for any obligation on or relating to the repayment of the Series 2022 Bonds. The City shall give notice to the MSRB, or shall cause the Dissemination Agent to give such notice, in a timely manner and in Prescribed Form in such event. (h) The City and the Dissemination Agent may amend the Continuing Disclosure Agreement, and any provision of the Continuing Disclosure Agreement may be waived, if (i) the amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the City or type of business conducted; (ii) the Continuing Disclosure Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; (iii) the amendment or waiver does not materially impair the interests of the Beneficial Owners of the Series 2022 Bonds, as determined either by parties unaffiliated with the City (such as the Trustee) or by an approving vote of the Beneficial Owners of the Series 2022 Bonds holding a majority of the aggregate principal amount of the Series 2022 Bonds (excluding Series 2022 Bonds held by or on behalf of the City or its affiliates) pursuant to the terms of the Indenture at the time of the amendment; or (iv) the amendment or waiver is otherwise permitted by the Rule. (i) The following terms used under this caption shall have the meanings set forth below: "Annual Financial Information " means receipts of the Sales and Use Tax for the latest Fiscal Year and for the four previous Fiscal Years. "Annual Financial Information Disclosure" means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in subsection (a) above. "Audited Financial Statements" means the audited consolidated financial statements of the City, prepared pursuant to generally accepted accounting standards and as described in Exhibit I to the Continuing Disclosure Agreement. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2022 Bonds (including persons holding Series 2022 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2022 Bonds for federal income tax purposes, "Business Day" means any day other than a Saturday or Sunday or a day on which banks in the State of Arkansas or in the state in which the Dissemination Agent is located are not open for business. "Commission" means the U.S. Securities and Exchange Commission. 21 "Disclosure Representative" means the City's Finance Director, or his or her designee, or such other person as the City shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean Simmons Bank, Pine Bluff, Arkansas, acting in its capacity as a dissemination agent under the Continuing Disclosure Agreement, or any successor dissemination agent designated in writing by the City and which has filed with the Trustee a written acceptance of such designation. MSRB. "EMMA" means the Electronic Municipal Market Access facility for municipal securities disclosure of the "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Financial Obligation" means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation does not include municipal securities as to which a final official statement has been otherwise provided to the MSRB under the Rule. "Fiscal Year" means any period of twelve (12) consecutive months adopted by the City as its fiscal year for financial reporting purpose. The Fiscal Year of the City presently ends on December 31 of each year. above. "Listed Event" means the occurrence of any of the following events with respect to the Series 2022 Bonds: G) Principal and interest payment delinquencies; (ii) Nonpayment -related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; (vii) Modifications to rights of security holders, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the securities, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or shnilar event of the City; (xiii) The consummation of a merger, consolidation or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (xv) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. "Listed Events Disclosure" means dissemination of a notice of a Listed Event as set forth in subsection (e) 22 "MSRB" shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 15B(b)(1) of the 1934 Act. "Participating Underwriter" means each broker, dealer or municipal securities dealer acting as an underwriter in any primary offering of the Series 2022 Bonds. "Prescribed Form" means, with regard to the filing of Annual Financial Information, Audited Financial Statements and notices of Listed Events with the MSRB at www.emma.msrb.org (or such other address or addresses as the MSRB may from time to time specify), such electronic format, accompanied by such identifying information, as shall have been prescribed by the MSRB and which shall be in effect on the date of filing of such information. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission ("SEC") under the Exchange Act, as the same may be amended from time to time. "State" means the State of Arkansas. "Undertaking" means the obligations of the City pursuant to subsections (a) and (e) above. UNDERWRITING Under a bond purchase agreement entered into by and among the City and Stephens Inc. (the "Underwriter"), the Series 2022 Bonds are being purchased at a purchase price of $ (representing the stated principal amount of the Series 2022 Bonds [less][plus] a net reoffering [discount][premium] of $ and less an underwriting discount of $ ). The bond purchase agreement provides that the Underwriter will purchase all of the Series 2022 Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Series 2022 Bonds is subject to various conditions contained in the bond purchase agreement, including the absence of pending or threatened litigation questioning the validity of the Series 2022 Bonds or any proceedings in connection with the issuance thereof, and the absence of material adverse changes in the financial condition of the City. Mark C. Doramus, Chief Financial Officer of the Underwriter, serves on the Board of Directors of the Trustee. The Underwriter intends to offer the Series 2022 Bonds to the public initially at the offering prices as set forth on the inside cover page of this Official Statement, which offering prices (or bond yields establishing such offering prices) may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Series 2022 Bonds to the public, and may offer the Series 2022 Bonds to such dealers and other underwriters at a price below the public offering price. The City has agreed to indemnify the Underwriter against certain civil liabilities in connection with the offering and sale of the Series 2022 Bonds, including certain liabilities under federal securities laws. The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage services. The Underwriters and its affiliates have, from time to time, performed and may in the future perform, various financial advisory, commercial banking, investment banking and swap counterparty services for the City, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities, which may include credit default swaps) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the City. TAX MATTERS General Matters Federal Income Taxes. In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Series 2022 Bonds (including any original issue discount properly allocable to the owner of a Series 2022 Bond) is excluded from the gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. The opinion described in the preceding sentence assumes the accuracy of certain representations and compliance by the City with covenants 23 designed to satisfy the requirements of the Code that must be met subsequent to the issuance of the Series 2022 Bonds. Failure to comply with such requirements could cause interest on the Series 2022 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2022 Bonds. The City has covenanted to comply with such requirements. Bond Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the Series 2022 Bonds. The accrual or receipt of interest on the Series 2022 Bonds may otherwise affect the federal income tax liability of the owners of the Series 2022 Bonds. The extent of these other tax consequences will depend upon such owner's particular tax status and other items of income or deduction. Bond Counsel has expressed no opinion regarding any such consequences. Purchasers of the Series 2022 Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit, taxpayers entitled to claim the refundable credit in Section 36B of the Code for coverage under a qualified health plan, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or owning the Series 2022 Bonds. Recognition of Income Generally, Section 451 of the Code was amended by Pub. L. No. 115-97, enacted December 22, 2017 (sometimes referred to as the Tax Cuts and Jobs Act), to provide that taxpayers using an accrual method of accounting for federal income tax purposes generally will be required to include certain amounts in income, including original issue discount and market discount, no later than the time such amounts are reflected on certain financial statements of such taxpayer. Investors should consult their own tax advisors regarding the application of this rule and its impact on the timing of the recognition of income related to the Series 2022 Bonds under the Code. Backup Withholding. As a result of the enactment of the Tax Increase Prevention and Reconciliation Act of 2005, interest on tax-exempt obligations such as the Series 2022 Bonds is subject to information reporting in a manner snnilar to interest paid on taxable obligations. Backup withholding may be imposed on payments made to any bondholder who fails to provide certain required information, including an accurate taxpayer identification number, to any person required to collect such information pursuant to Section 6049 of the Code. The reporting requirement does not in and of itself affect or alter the excludability of interest on the Series 2022 Bonds from gross income for federal income purposes or any other federal tax consequence of purchasing, holding or selling tax- exempt obligations. Changes in Federal and State Tax Law From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal tax matters referred to under this heading "TAX MATTERS" or adversely affect the market value of the Series 2022 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Series 2022 Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2022 Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2022 Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2022 Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. State Taxes Bond Counsel is of the opinion that, under existing law, the interest on the Series 2022 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. 24 RATING S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC ("S&P"), has assigned a rating of "AA-" (stable outlook) to the Series 2022 Bonds. Such rating reflects only the view of S&P at the time such rating was given, and the City makes no representation as to the appropriateness of such rating. An explanation as to the significance of the above rating may be obtained only from S&P. The City has furnished S&P certain information and materials relating to the Series 2022 Bonds and the City, some of which have not been included in this Official Statement. Generally, rating agencies base their ratings on such information and materials and investigations, studies and assumptions furnished to and obtained and made by the rating agencies. There is no assurance that a particular rating will be maintained for any given period of time or that it may not be lowered, raised or withdrawn entirely by S&P if, in its judgment, circumstances so warrant. Neither the City nor the Underwriter have undertaken any responsibility to oppose any such revision or withdrawal. Any downward change in or withdrawal of a rating may have an adverse effect on the market price and marketability of the Series 2022 Bonds. No application has been made to any Rating Agency other than S&P for a rating on the Series 2022 Bonds. LEGAL MATTERS Legal Opinions. Legal matters incident to the authorization and issuance of the Series 2022 Bonds are subject to the unqualified approving opinion of Kutak Rock LLP, Little Rock, Arkansas, Bond Counsel, a copy of whose approving opinion will be delivered with the Series 2022 Bonds and a form of which is attached hereto as Appendix A. Certain legal matters will be passed upon for the City by its counsel, Kit Williams, Esq., City Attorney. Litigation. There is no litigation pending seeking to restrain or enjoin the issuance or delivery of the Series 2022 Bonds or questioning or affecting the legality of the Series 2022 Bonds or the proceedings and authority under which the Series 2022 Bonds are to be issued, or questioning the right of the City to issue the Series 2022 Bonds. There is no action, suit or proceeding known to be pending or threatened, restraining or enjoining the City in any way which could have a material adverse effect on the Sales and Use Tax or the City's ability to pay debt service with respect to the Series 2022 Bonds. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or owners of any of the Series 2022 Bonds. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The information contained in this Official Statement has been taken from sources considered to be reliable, but is not guaranteed. To the best of the knowledge of the City, this Official Statement does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated herein, or necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. 25 The execution and delivery of this Official Statement has been duly authorized by the City of Fayetteville, Arkansas. CITY OF FAYETTEVILLE, ARKANSAS By: Mayor 26 APPENDIX A Proposed Form of Bond Counsel Opinion Upon delivery of the Series 2022 Bonds in definitive form, Kutak Rock LLP, Little Rock, Arkansas, proposes to deliver its approving opinion in substantially the following form: , 2022 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Fayetteville, Arkansas $74,340,000* City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance and sale by the City of Fayetteville, Arkansas (the "City"), a political subdivision of the State of Arkansas, of its $74,340,000* Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"). The Series 2022 Bonds are being issued pursuant to the provisions of the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and Arkansas Code Annotated (1998 Repl. & Supp. 2021) §§14-164-301 et seq. (as from time to time amended, the "Local Government Bond Act'), pursuant to Ordinance No. 6563 of the City, duly adopted and approved on May 3, 2022 (the "Authorizing Ordinance"), and pursuant to a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), by and between the City and Simmons Bank, as trustee (the "Trustee"). Reference is hereby made to the Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the conditions for the issuance of parity indebtedness by the City, with respect to the nature and extent of the security for the Series 2022 Bonds, the rights, duties and obligations of the City, the Trustee and the Holders of the Series 2022 Bonds, and the terms upon which the Series 2022 Bonds are issued and secured. At a special election held April 9, 2019, called in accordance with the Local Government Bond Act pursuant to Ordinance No. 6216 of the City, adopted on December 18, 2018 (the "Election Ordinance"), the issuance of capital improvement bonds secured by the Sales and Use Tax (as defined in the Indenture) was approved by a majority of the qualified electors of the City voting on each of the ten questions set forth on the ballot in the respective principal amounts and for the specified purposes therein described. Reference is made to an opinion of even date herewith of Kit Williams, Esq., City Attorney, a copy of which is on file with the Trustee, with respect, among other matters, to the status and valid existence of the City, the power of the City to adopt the Election Ordinance and the Authorizing Ordinance and to enter into and perform its obligations under the Indenture, the valid adoption of the Election Ordinance and the Authorizing Ordinance, and the due authorization, execution and delivery of the Indenture by the City, and with respect to the Indenture being enforceable upon the City. Preliminary; subject to change. A-1 We have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Election Ordinance, the Authorizing Ordinance and the Indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a municipal corporation of the State of Arkansas. Pursuant to the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and the Local Government Bond Act, the City is empowered to adopt the Election Ordinance and the Authorizing Ordinance, to execute and deliver the Indenture, to perform the agreements on its part contained therein, and to issue the Series 2022 Bonds. 2. The Authorizing Ordinance has been duly adopted by the City and constitutes a valid and binding obligation of the City enforceable upon the City in accordance with its terms. 3. The Indenture has been duly authorized, executed and delivered by the City and is a valid and binding obligation of the City enforceable upon the City in accordance with its terns. 4. The Series 2022 Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City payable from and secured by a valid lien on and pledge of the Trust Estate (as defined in the Indenture), including receipts of the Sales and Use Tax (as defined in the Indenture), in the manner and to the extent provided in the Indenture. Such lien and pledge are made on a parity basis with the existing lien and pledge of the Trust Estate securing the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A. The City is duly authorized to pledge such Trust Estate, and no further action on the part of the City or any other party is required to perfect the same or the interest of the owners of the Series 2022 Bonds therein. 5. The Sales and Use Tax has been validly adopted in accordance with the Constitution and laws of the State of Arkansas, including Amendment 62 and the Local Government Bond Act, and may be validly pledged to secure the Series 2022 Bonds. 6. Interest on the Series 2022 Bonds (including any original issue discount properly allocable to the owner of a Series 2022 Bonds) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. The opinions described in the preceding sentence assume the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be met subsequent to the issuance of the Series 2022 Bonds. Failure to comply with such requirements could cause interest on the Series 2022 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2022 Bonds. The City has covenanted to comply with such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Series 2022 Bonds. 7. The interest on the Series 2022 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. 8. The Series 2022 Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended, in connection with the offer and sale of the Series 2022 Bonds. A-2 It is to be understood that the rights of the registered owners of the Series 2022 Bonds and the enforceability of the Series 2022 Bonds, the Authorizing Ordinance and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, A-3 [THIS PAGE INTENTIONALLY BLANK] APPENDIX B DEFINITIONS OF CERTAIN TERMS The following are definitions of certain terms used in this Official Statement: "Account" means an Account established by Article V of the Indenture. "Act" or "Local Government Bond Act" means the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2021) Sections 14-164-301 et seq., as from time to time amended. "Additional Bonds" means Bonds in addition to the Series 2019A Bonds and Series 2022 Bonds which are issued under the provisions of the Indenture. "Amendment 62" means Amendment No. 62 to the Constitution of Arkansas, approved by the voters of the State on November 6, 1984. "Annual Debt Service" means, with respect to all or any particular amount of Bonds, the Debt Service for any particular Fiscal Year required to be paid or set aside during such Fiscal Year, less the amount of such payment which is provided from the proceeds of Bonds or from sources other than Sales and Use Tax receipts. "Arts Corridor Project" means the acquisition, design, construction and equipping of certain cultural arts corridor and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $31,685,000. "Authorized Representative" means either the Mayor or the Finance Director of the City and such additional persons as from time to time may be designated to act on behalf of the City by a Certificate furnished to the Trustee containing the specimen signature thereof and executed on behalf of the City by its Mayor. "Authorizing Ordinance" means Ordinance No. 6563, adopted by the City on May 3, 2022, which authorized the issuance of the Series 2022 Bonds pursuant to the Indenture. `Beneficial Owner" means any Person who acquires beneficial ownership interest in a Bond held by the Securities Depository. In determining the Beneficial Owner of any Bond, the Trustee may rely exclusively upon written representations made and information given to the Trustee by the Securities Depository or its Participants with respect to any Bond held by the Securities Depository in which a beneficial ownership interest is claimed. "Bond Counsel" means any firm of nationally recognized municipal bond counsel selected by the City and acceptable to the Trustee. "Bond Fund" means the fund by that name created and established in the Indenture. "Bonds" means the Series 2019A Bonds, Series 2022 Bonds and all Additional Bonds issued by the City pursuant to the Indenture. "Book -Entry System" means the book -entry system maintained by the Securities Depository and described in the Indenture. "Business Day" means any day other than (a) a Saturday or Sunday, (b) a day on which commercial banks in New York, New York, or the city in which the principal corporate trust office of the Trustee is located are authorized or required by law or executive order to close, or (c) a day on which the New York Stock Exchange or the Securities Depository is closed. "Certificate" means a document signed by an Authorized Representative of the City attesting to or acknowledging the circumstances or other matters therein stated. "City" means the City of Fayetteville, Arkansas, a municipality and political subdivision under the laws of the State of Arkansas. "City Clerk" means the person holding the office and performing the duties of the City Clerk of the City. "City Facilities Project" means the renovating and refurbishing of certain City buildings and grounds and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $3,170,000. "Closing Date" means, with respect to any series of Bonds, the date upon which there is an exchange of such series of Bonds for the proceeds representing the purchase price for such series of Bonds by the Original Purchaser or Purchasers thereof. "Code" means the Internal Revenue Code of 1986, as from time to time amended, and applicable regulations issued or proposed thereunder. "Completion Date" means the date upon which a particular Project (or portion thereof) is first ready for normal continuous operation, as determined by the City's Finance Director. "Continuing Disclosure Agreement" means, collectively, each Continuing Disclosure Agreement between City and the Dissemination Agent, dated the date of issuance and delivery of a series of Bonds, as originally executed and as amended from time to time in accordance with the terms thereof. "Costs of Issuance" means all items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, including, but not limited to, underwriting discounts, fees and expenses, election expenses, publication expenses, expenses of printing, reproducing, filing and recording documents, initial fees and charges of the Trustee and any Paying Agent, fees and expenses for legal, accounting and other professional services, rating fees, costs of securing any credit enhancement for the Bonds, costs of execution, transportation and safekeeping of the Bonds, and other costs, charges and fees incurred in connection with the foregoing. "Costs of Issuance Fund" means the fund by that name created and established in the Indenture, "Debt Service" means, with respect to all or any particular amount of Bonds, the total as of any particular date of computation and for any particular period of the scheduled amount of interest and amortization of principal payable on such Bonds, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Dissemination Agent" means the entity named as dissemination agent in each Continuing Disclosure Agreement entered into in connection with the issuance of a series of Bonds. "Drainage Project" means the design, construction, reconstruction, repair, retrofitting, extension, enlargement and equipping of certain City drainage facilities and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $15,840,000, "Election Ordinance" means Ordinance No. 6216, adopted by the City Council on December 18, 2018, pursuant to which there was submitted to the qualified electors of the City the ten questions relating to the issuance of the Bonds. "Event of Default" means any event of default specified in Section 801 of the Indenture. "Firefighting Facilities Project" means the acquisition, design, construction and equipping of certain City firefighting facilities and related improvements, and the acquisition of certain firefighting vehicles and equipment, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $15,840,000. "Fiscal Year" means the 12-month period used, at any time, by the City for accounting purposes, which may be the calendar year. "Fund" means a fund established by the Indenture. "Government Securities" means (a) direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America, (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated. "Holder" or "Bondholder" or "owner of the Bonds" means the registered owner of any Bond. "Indenture" means the Trust Indenture dated as of August 1, 2019, as supplemented and amended by the First Supplemental Trust Indenture dated as of June 1, 2022, between the City and the Trustee, pursuant to which the Bonds are issued, and any amendments and supplements thereto. "Investment Securities" means, if and to the extent the same are at the time legal for investment of Funds and Accounts held under the Indenture: (a) cash (fully insured by the Federal Deposit Insurance Corporation); (b) Government Securities; (c) Federal Housing Administration debentures; (d) The obligations of the following government -sponsored agencies which are not backed by the full faith and credit of the United States of America: 1) Federal Home Loan Mortgage Corporation (FHLMC) senior debt obligations and Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); 2) Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system -wide bonds and notes; 3) Federal Home Loan Banks (FHL Banks) consolidated debt obligations; and 4) Federal National Mortgage Association (FNMA) senior debt obligations and mortgage -backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); (e) Unsecured certificates of deposit, time deposits, and bankers' acceptances (having maturities of not more than 365 days) of any bank the short-term obligations of which are rated "A-1+" or better by S&P and "Prime-1" by Moody's; (f) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation, in banks which have capital and surplus of at least $15 million; (g) Commercial paper (having original maturities of not more than 270 days) rated "A-1+" by S&P and "Prime-1" by Moody's; (h) Money market funds rated "Aam" or "AAm-G" by S&P, or better and if rated by Moody's rated "Aa2" or better; W "State Obligations", which means: 1) Direct general obligations of any state of the United States of America or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated at least "A3" by Moody's and at least "A-" by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated; 2) Direct general short-term obligations of any state agency or subdivision or agency thereof described in (a) above and rated "A-1+" by S&P and "MIG-1" by Moody's; and 3) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state or state agency described in (b) above and rated "AA-" or better by S&P and "Aa3" or better by Moody's; 0) Pre -refunded municipal obligations rated "AAA" by S&P and "Aaa" by Moody's meeting the following requirements: 1) the municipal obligations are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions; 2) the municipal obligations are secured by cash or U.S. Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations; 3) the principal of and interest on the U.S. Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations ("Verification Report"); 4) the cash or U.S. Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations; 5) no substitution of a U.S. Treasury Obligation shall be permitted except with another U.S. Treasury Obligation and upon delivery of a new Verification Report; and 6) the cash or U.S. Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent. "Mayor" means the person holding the office and performing the duties of the Mayor of the City. "Original Purchaser" means the first purchaser(s) of a series of the Bonds from the City. "Outstanding" means, as of any date of computation, Bonds theretofore or thereupon being delivered under the Indenture, except: (a) Bonds cancelled at or prior to such date or delivered to or acquired by the Trustee at or prior to such date for cancellation; (b) Bonds deemed to be paid in accordance with Article VII of the Indenture; and (c) Bonds in lieu of or in exchange or substitution for which other Bonds shall have been authenticated and delivered pursuant to the Indenture. "Parks Project" means the acquisition, design, construction and equipping of certain City parks systems and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $26,405,000. "Participants" means those financial institutions for whom the Securities Depository effects book -entry transfers and pledges of securities deposited with the Securities Depository in the Book -Entry System, as such listing of Participants exists at the time of such reference. "Paying Agent" means any bank or trust company named by the City as the place at which the principal of and premium, if any, and interest on the Bonds are payable. "Person" means any natural person, firm, association, corporation, limited liability company, partnership, joint stock company, joint venture, trust, unincorporated organization or firm, or a government or any agency or political subdivision thereof or other public body. B-4 "Projects" means, collectively, the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the Economic Facilities Project, the City Facilities Project, the Arts Corridor Project and the Firefighting Facilities Project. "Project Costs" means, to the extent permitted by the Act or other applicable laws, with respect to the Projects, all costs of planning, designing, purchasing, acquiring, constructing, improving, enlarging, extending, repairing, financing and placing in operation, including obtaining governmental approvals, certificates, permits and licenses with respect thereto, heretofore or hereafter paid or incurred by or on behalf of the City and which shall include, but shall not be limited to: (a) interest accruing in whole or in part on the Bonds prior to and during construction of the Projects, including all amounts required by the Indenture to be paid from the proceeds of the Bonds into the Bond Fund; (b) preliminary investigation and development costs, engineering fees, contractors' fees, labor costs, the cost of materials, equipment, utility services and supplies, costs of obtaining permits, licenses and approvals, costs of real property, insurance premiums, legal and financing fees and costs, administrative and general costs, and all other costs properly allocable to the acquisition, construction and equipping of the Projects and placing the same in operation; (c) all costs relating to injury and damage claims arising out of the acquisition, construction or equipping of the Projects; (d) all other costs incurred in connection with, and properly allocable to, the acquisition, construction and equipping of the Projects; and (e) amounts to pay or reimburse the City or any City fund for expenses of the City incident and properly allocable to such planning, designing, purchasing, acquiring, constructing, improving, enlarging, extending, repairing, financing and placing in operation of the Projects. "Project Fund" means the fund by that name created and established in the Indenture. "Rating Agency" means Moody's Investors Service, S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, or Fitch, Inc., and their respective successors and assigns. If any such corporation ceases to act as a securities rating agency, the City may appoint any nationally recognized securities rating agency as a replacement. "Rebate Fund" means the fund by that name created and established in the Indenture. "Record Date" means the fifteenth day of the calendar month preceding the calendar month in which an interest payment date on the Bonds occurs. "Redemption Fund" means the fund by that name established in the Indenture. "Requisition" means a written requisition of the City, consecutively numbered, signed by an Authorized Representative including, without limitation, the following with respect to each payment requested: (i) the particular Project to which it relates; (ii) the name of the Person or party to whom payment is to be made and the purpose of the payment; (iii) the amount to be paid thereunder; (iv) that such amount has not been previously paid by the City and is justly due and owing to the Person(s) named therein as a proper payment or reimbursement of a Project Cost; and (v) that no Event of Default exists under the Indenture and that, to the knowledge of the Authorized Representative, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. "Revenue Fund" means the fund by that name created and established in the Indenture. "Sales and Use Tax" means the one percent (1.00%) city-wide sales and use tax authorized under the Act which has been levied within the City pursuant to the Election Ordinance and approved by the voters of the City, the IISS collection of which tax commenced on October 1, 2019. Receipts of the Sales and Use Tax are pledged to the payment of Debt Service on the Bonds. "Securities Depository" means The Depository Trust Company, New York, New York, or its nominee, and its successors and assigns, or any other depository institution appointed by the City or the Trustee to act as depository for the Bonds in connection with the Book -Entry System. "Series 2019A Bonds" means the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A, issued under and secured by this Indenture in the original aggregate principal amount of $124,425,000. "Series 2022 Bonds" means the City's Sales and Use Tax Capital Improvement Bonds, Series 2022, issued under and secured by this Indenture in the original aggregate principal amount of $74,340,000*. "State" means the State of Arkansas. "Streets Project" means the acquisition, design, construction, reconstruction, repair, resurfacing, straightening and widening of certain City streets and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $73,925,000. "Supplemental Indenture" means any indenture supplemental to or amendatory of the Indenture. "Surplus Tax Receipts" shall have the meaning ascribed to such tern in Section 503 of the Indenture. "Tax Compliance Agreement" means with respect to any series of tax-exempt Bonds, that Tax Compliance Agreement of the City relating to maintenance of the excludability of interest on such Bonds from gross income for federal income tax purposes, delivered in connection with the issuance of such series of Bonds. "Trails Project" means the acquisition, design, construction, reconstruction, extension and equipping of certain City trail system improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $6,865,000. "Trustee" means the banking corporation or association designated as Trustee in the Indenture, and its successor or successors as such Trustee. The original Trustee is Simmons Bank, Pine Bluff, Arkansas. "Trust Estate" means the property described in the granting clauses of the Indenture. * Preliminary; subject to change. APPENDIX C THE SALES AND USE TAX Sales Tax. The sales tax portion of the Sales and Use Tax is generally levied upon the gross proceeds and receipts derived from all sales to any Person within the City of the following: (a) Tangible personal property; (b) Specified digital products; (c) Digital codes; (d) Natural or artificial gas, electricity, water, ice, steam, or any other utility or public service except transportation services, sewer services and sanitation or garbage collection services; (e) Any intrastate, interstate, and international telecommunications service that is sourced in the State, any ancillary service, and any installation, maintenance, or repair service of telecommunications equipment; (f) Service of furnishing rooms, suites, condominiums, townhouses, rental houses, or other accommodations by hotels, apartment hotels, lodging houses, tourist camps, tourist courts, property management companies, accommodations intermediaries, or any other provider of accommodations to transient guests; (g) Service of cable television, community antenna television, and any and all other distribution of television, video, or radio services with or without the use of wires provided to subscribers, paying customers or users, including all service charges and rental charges, and including installation and repair service charges and any other charges having any connection with the providing of the said services; provided, however, sales taxes are not levied on services purchased by radio or television providers for use in providing their services; (h) Service of initial installation, alteration, addition, cleaning, refinishing, replacement, and repair of motor vehicles, aircraft, farm machinery and implements, motors of all kinds, tires and batteries, boats, electrical appliances and devices, furniture, rugs, flooring, upholstery, household appliances, televisions and radios, jewelry, watches and clocks, engineering instruments, medical and surgical instruments, machinery of all kinds, bicycles, office machines and equipment, shoes, tin and sheet metal, mechanical tools, and shop equipment; however, the tax does not apply to (A) coin operated car washes; (B) the repair or maintenance of railroad parts, railroad cars, and equipment brought into the City solely and exclusively for the purpose of being repaired, refurbished, modified, or converted within the City; (C) services performed on watches and clocks which are received by mail or common carrier from outside the State and which, after the service is performed, are returned to points outside the State; (D) the service of alteration, addition, cleaning, refinishing, replacement or repair of commercial jet aircraft or commercial jet aircraft components or subcomponents; (E) the repair or remanufacture of industrial metal rollers or platens that have a remanufactured nonmetallic material covering on all or a part of the roller or platen surface; (F) services performed by a temporary or leased employee or other contract laborer on items owned or leased by the employer; or (G) the initial installation, alteration, addition, cleaning, refinishing, replacement or repair of nonmechanical, passive or manually operated components of buildings or other improvements or structures affixed to real estate; (i) Service of providing transportation or delivery of money, property or valuables by armored car; service of providing cleaning or janitorial work; service of pool cleaning and servicing; pager services; telephone answering services; landscaping and non-residential lawn care services; service of parking a motor vehicle or allowing a motor vehicle to be parked; service of storing a motor vehicle; service of storing furs; service of providing indoor tanning at a tanning salon; wrecker and towing services; service of collecting and disposing of solid waste; parking lot and gutter cleaning services; dry cleaning and laundry services; industrial laundry services; body piercing, tattooing, and electrolysis services; pest control services; security and alarm monitoring services; boat storage and docking fees; service of furnishing camping spaces or trailer spaces at public or privately owned campgrounds, except for federal campgrounds, on less than a month -to -month basis; locksmith services; and pet grooming and kennel services; 0) Printing of all kinds, types, and characters, including the service of overprinting, and photography of all kinds; C-1 (k) Tickets or admissions to places of amusement, or to athletic, entertainment or recreational events, or fees for access to or the use of amusement, entertainment, athletic or recreational facilities; (1) Dues and fees to health spas, health clubs, and fitness clubs; and dues and fees to private clubs which hold any permit from the Alcoholic Beverage Control Board allowing the sale, dispensing, or serving of alcoholic beverages of any kind on the premises; (m) Beer, wine, liquor, or any intoxicating beverages; (n) Proceeds derived fi•om the business of owning, operating, or leasing of coin -operated pinball machines, coin -operated music machines, coin -operated mechanical games, and similar devices; (o) Contracts, including service contracts, maintenance agreements and extended warranties, which in whole or in part provide for the future performance of or payment for services which are subject to the sales tax; (p) Any device used in playing bingo and any charge for admittance to facilities or for the right to play bingo or other games of chance; (q) Computer software, including prewritten computer software, but not proceeds from the sale of a software maintenance contract; (r) Service of repairing or maintaining computer equipment or hardware; (s) Prepaid calling service or a prepaid wireless calling service; (t) Lease or rental of a portable toilet on a short-term or a long -tern basis; (u) Fishing guide services; (v) New or used heavy equipment; and (w) Withdrawals from stock. Exemptions from Sales Tax. As summarized below, several types of transactions have been exempted from the sales tax by the General Assembly of the State. Some of the current exemptions include the sale of, (a) Tangible personal property, specified digital products, a digital code, or services by churches, except where such organizations may be engaged in business for profit; (b) Tangible personal property, specified digital products, a digital code, or services by charitable organizations, except where such organizations may be engaged in business for profit; (c) Foodstuffs in public, common, high school, or college cafeterias and lunch rooms operated primarily for teachers and pupils, and not operated primarily for the public or for profit; (d) Newspapers; (e) Property or services to the United States Government; motor vehicles and adaptive equipment to disabled veterans who have purchased said vehicles or adaptive equipment with financial assistance of the Veterans Administration; specified digital products, digital code, or tangible personal property to and leasing to the Salvation Army, Heifer Project International, Inc., Habitat for Humanity, Arkansas Symphony Orchestra Society, Inc., the Arkansas Black Hall of Fame Foundation, Inc., the Arkansas Search Dog Association, Inc., the Boy Scouts of America, the Girl Scouts of America or any of the Scout Councils in the State, to the Boys & Girls Club of America, to the Poets' Roundtable of Arkansas, to 4-H Clubs and FFA Clubs, to the Arkansas 4-H Foundation, to the Arkansas Future Farmers of America Foundation and to the Arkansas Future Farmers of America Association; (f) Gasoline or motor vehicle fuel on which the motor vehicle fuel or gasoline tax has been paid to the State; special fuel or petroleum products sold for consumption by vessels, barges, and other commercial watercraft and railroads; dyed distillate special fuel on which a tax has been paid; and biodiesel fuel; (g) Property resales to persons regularly engaged in the business of reselling the articles purchased; (h) Advertising space in newspapers and publications, billboard advertising services, and advertising on public transit buses; (i) Publications sold through regular subscription; C-2 0) Gate admission at State, district, county, or township fairs or at any rodeo if the receipts derived from gate admissions to the rodeo are used exclusively for the improvement, maintenance, and operation of such rodeo, and if no part of the net earnings thereof inures to the benefit of any private stockholder or individual; (k) Property or services which the State is prohibited by the United State Constitution and the laws of the United States or by the Arkansas Constitution from taxing or further taxing; (1) Isolated sales not made by an established business; (m) Cotton, seed cotton, lint cotton, baled cotton, whether compressed or not, or cotton seed in its original condition; seed for use in commercial production of an agricultural product or of seed; raw products from the farm, orchard, or garden, when the sale is made by the producer of the raw products directly to the consumer and user; livestock, poultry, poultry products, and dairy products of producers owning not more than five cows; and baby chickens; (n) Foodstuffs to governmental agencies for free distribution to any public, penal, and eleemosynary institutions or for free distribution to the poor and needy; (o) Rental or sale of medical equipment, for the benefit of persons enrolled in and eligible for Medicare or Medicaid programs; (p) Tangible personal property, specified digital products, digital code, or services provided to any hospital or sanitarium operated for charitable and nonprofit purposes or any nonprofit organization whose sole purpose is to provide temporary housing to the family members of patients in a hospital or sanitarium; (q) Used tangible personal property when the used property was (1) traded in and accepted by the seller as part of the sale of other tangible personal property; and (2) the Arkansas Gross Receipts Tax was collected and paid on the total amount of consideration for the sale of the other tangible personal property without any deduction or credit for the value of the used tangible personal property; provided, however, this exemption does not apply to transactions involving used automobiles or used aircraft; (r) Unprocessed crude oil; (s) Tangible personal property consisting of machinery and equipment used directly in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging of articles of commerce at (i) new manufacturing or processing plants or facilities in the State or (ii) existing manufacturing or processing plants or facilities in the State if the tangible personal property is used to replace existing machinery and equipment at such plant or facilities; (t) Property consisting of machinery and equipment required by State or federal law or regulations to be installed and utilized by manufacturing or processing plants or facilities, cities or towns in the State in order to prevent or reduce air and/or water pollution or contamination; (u) Electricity used in the manufacture of aluminum metal by the electrolytic reduction process; (v) Articles sold on the premises of the Arkansas Veterans Home; (w) Automobile parts which constitute "core charges," which are received for the purpose of securing a trade-in for the article purchased; (x) Tangible personal property lawfully purchased with food stamps, food coupons, food instruments or vouchers in connection with certain Federal programs; (y) Parts or other tangible personal property incorporated into or which become a part of commercial jet aircraft components or subcomponents, and the services required to incorporate the parts or other tangible personal property into a part of commercial jet aircraft components or subcomponents; (z) Transfer of fill material by a business engaged in transporting or delivering fill material; (aa) Long-term leases, thirty (30) days or more, of commercial trucks used for interstate transportation of goods under certain conditions; (bb) Catalysts, chemicals, reagents, and solutions which are consumed or used in producing, manufacturing, fabricating, processing or fmishing articles of commerce at manufacturing or processing plants in the C-3 State, and by manufacturing or processing plants or facilities in the State to prevent or reduce air or water pollution or contamination; (cc) Fuel packaging materials sold to persons engaged in the business of processing hazardous and non -hazardous waste materials into fuel products at an approved site, and machinery and equipment, including analytical equipment and chemicals used directly in processing hazardous and non -hazardous waste materials into fuel products at an approved site; (dd) Goods, wares, merchandise, or tangible personal property withdrawn or used from an established business or from the stock in trade of established reserves for consumption or use in an established business or by any other person if the goods, wares, merchandise or other tangible personal property withdrawn or used is donated to a National Guard Member, emergency service worker, or volunteer providing services to a county which has been declared a disaster area by the Governor; (ee) Tangible personal property, specified digital products, or digital code sold by or to a car wash operator for use in an automatic car wash, a car wash tunnel, or a self-service bay or as part of an ancillary service; services to a car wash operator; and ancillary services by a car wash operator; (ff) Tangible personal property sold at a concession stand operated by a nonprofit youth organization if all of the proceeds go to that organization; (gg) New and used farm machinery and equipment; (hh) Feedstuffs used in the commercial production of livestock or poultry; (ii) Agricultural fertilizer, agricultural limestone, agricultural chemicals and water purchased from a public surface -water delivery project to reduce or replace water used for in -ground irrigation or to reduce depletion of groundwater for agriculture; 0j) Prescription drugs by licensed pharmacists, hospitals or physicians, and oxygen sold for human use on prescription of a licensed physician; (kk) Vessels, barges and towboats of at least fifty (50) tons load displacement and parts and labor- used in the repair and construction of the same; (11) Bagging and other packaging and tie materials sold to and used by cotton gins in the State for packaging and/or tying baled cotton, twine which is used in the production of tomato crops, and expendable supplies for farm machinery used for baling, tying, wrapping, or sealing animal feed products; (min) Aircraft held for resale and used for rental or charter, whether by a business or an individual for a period not to exceed one year from the date of purchase of aircraft; (nn) Motor vehicles sold to municipalities, counties, school districts, and State supported colleges and universities; (oo) School buses sold to school districts and, in certain cases, to other purchasers providing school bus service to school districts; (pp) Sale of tickets or admissions, by municipalities and counties, to places of amusement, to athletic entertainment, recreational events, or fees for the privilege of having access to or the use of amusement, entertainment, athletic or recreational facilities, including free or compinnentary passes, tickets, admissions, dues or fees; (qq) Tickets for admission to athletic events and interscholastic activities of public and private elementary and secondary schools in the State and tickets for admission to athletic events at public and private colleges and universities in the State; (r•) Property or sales to all orphans' homes, or children's homes, which are not operated for profit and whether operated by a church, religious organization or other benevolent charitable association; (ss) Property or services to humane societies which are not operated for profit; (tt) New automobiles to a veteran of the United States Armed Services who is blind as a result of a service connected injury; C-4 (uu) The first 500 kilowatt hours of electricity per month and the total franchise taxes billed to each residential customer whose household income is less than $12,000 per year; (vv) Motor fuels to owners or operators of motor buses operated on designated streets according to regular schedule and under municipal franchise which are used for municipal transportation purposes; (ww) Insulin and test strips for testing blood sugar levels in humans; (xx) New motor vehicles purchased by nonprofit organizations and used for the performance of contracts with the Department of Human Services, and new motor vehicles purchased with Federal Transit Administration funds if (i) the vehicles meet minimum specifications of State purchasing law, and (ii) the vehicles are used for transportation under the Department of Human Services' programs for the aging, disabled, mentally ill, and children and family services; (yy) Foodstuffs to nonprofit agencies; (zz) Tangible personal property consisting of forms constructed of plaster, cardboard, fiberglass, natural fibers, synthetic fibers, or composites and which are destroyed or consumed during the manufacture of the item; (aaa) Natural gas used as a fuel in the process of manufacturing glass; (bbb) Sales to the Community Service Clearinghouse, Inc, of Fort Smith; (ccc) Substitute fuel used in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging of articles of commerce at manufacturing facilities or processing plants in the State; (ddd) Railroad rolling stock manufactured for use in transporting persons or property in interstate commerce; (eee) Parts or other tangible personal property which become a part of railroad parts, railroad cars and equipment brought into the State for the purpose of being repaired, refurbished, modified or converted within the State; (fff) Gas produced from biomass and sold for the purpose of generating steam, hot air or electricity to be sold to the gas producer; (ggg) Machinery, new and used equipment, and related attachments that are sold to or used by a person engaged primarily in the harvesting of timber; (hhh) Prescriptive durable medical equipment, mobility enhancing equipment, prosthetic devices, and disposable medical equipment; (iii) Fire protection and emergency equipment to be owned by and exclusively used by a volunteer fire department, and supplies and materials to be used in the construction and maintenance of volunteer fire departments; Ojj) Electricity and natural gas to qualified steel, wall and floor tile manufacturers; (kkk) Certain new and used trucks to be engaged in interstate commerce; (111) Textbooks, library book and other instructional materials if purchased by State school districts or public schools or by the State for free distribution to State school districts or public schools; (mmm) Electricity used for the production of chlorine and other chemicals using a chlor-alkali manufacturing process; (nnn) Livestock reproduction equipment and substances; (000) Tangible personal property, specified digital products, digital code, or services to a qualified museum or its contractor or agent if such property is to be used in the construction, repair, expansion, or operation of the qualified museum facility; aircraft; (ppp) Natural gas and electricity in the manufacturing of tires; (qqq) Thermal imaging equipment purchased by a county government for use by law enforcement C-5 (nT) During the first weekend in August of each year only, items of clothing costing less than $100, clothing accessories and equipment costing less than $50, school art supplies, school instructional materials and school supplies; (sss) Sale, lease or rental of kegs used to sell beer at wholesale by a wholesale manufacturer of beer; (ttt) Electricity, liquefied petroleum gas and natural gas used by grain drying and storage facilities, qualifying agricultural structures and qualifying aquaculture and horticulture equipment; (uuu) Dental appliances sold to or by dentists, orthodontists, oral surgeons, maxillofacial surgeons and endodontists; (vvv) Tangible personal property, specified digital products, digital code, or services to nonprofit blood donations organizations; (www) A portion of the acquisition price of new manufactured homes and modular homes; (xxx) New and used mobile homes and used manufactured homes and modular homes; (yyy) Modular homes constructed from materials on which the State sales tax has been paid; (zzz) Telephone instruments sent into the State for refurbishing or repair and then shipped back to the state of origin; (aaaa) Industrial metal rollers sent into the State for refurbishing or repair and then shipped back to the state of origin; (bbbb) Repair parts and labor for pollution control machinery and equipment; (cccc) Sales by commercial farmers of certain baling twine, net wrap, silage wrap and similar products; (dddd) Sales of utilities used by qualifying agricultural and horticultural equipment; and (eeee) Sales of utilities used by grain drying and storage facilities. Reference is made to "The Arkansas Gross Receipts Act of 1941," Title 26, Chapter 52 of the Arkansas Code of 1987 Annotated, for more information concerning the sales tax. Use Tax. The use tax portion of the Sales and Use Tax is levied on every person for the privilege of storing, using, distributing or consuming within the State any article of tangible personal property, specified digital product, digital code or taxable service purchased for storage, use, distribution, or consumption within the State. The use tax applies to the use, distribution, storage or consumption of every article of tangible personal property, specified digital product, digital code, or taxable service, except as hereinafter provided. The use tax is levied on the following described tangible personal property: (a) Property of motor carriers consisting of tractors, trailers, semitrailers, trucks, buses, and other rolling stock, including replacement tires, used directly in the transportation of persons or property in intrastate or interstate common carrier transportations; (b) Property (except fuel) of railroads consumed in the operation of railroad rolling stock; (c) Pipelines, including transmission lines and purnping or pressure control equipment used directly in or connected to the primary pipeline facility engaged in intrastate or interstate common carrier transportation of property; (d) Property of airlines consisting of airplanes and navigation instruments used directly in or becoming a part of flight aircraft engaged in the transportation of persons or property in regular scheduled intrastate or interstate common carrier transportation; (e) Property of public telephone and telegraph companies consisting of exchange equipment, lines, boards, and all accessory devices used directly in and connected to the primary facility engaged in the transmission of messages; (f) Property of gas companies consisting of transmission and distribution pipelines and pumping or pressure control and equipment used in connection therewith used directly in a primary pipeline facility for the purpose of transporting and delivering natural gas; C-6 (g) Property of water companies consisting of transmission and distribution lines, pumping machinery and controls used in connection therewith and cleaning or treating equipment of a primary water distribution system; (h) Property of public electric power companies consisting of all machinery and equipment including reactor cores and related accessory devices used in the generation and production of electric power and energy, and transmission facilities consisting of the lines, including poles, towers, and other supporting structures, transmitting electric power and energy together with substations located on or attached to such lines; W Computer software; and 0) Tangible personal property, specified digital products, digital code, and services provided to financial institutions. Exemptions f rom Use Tax. Some of the property and services exempted from the use tax by the General Assembly of the State is as follows: (a) Property or services, the storage, use, distribution, or consumption of which the State is prohibited from taxing under the Constitution or laws of the United States of America or the State; (b) Sales of tangible personal property, specified digital products, digital code, or services on which the sales tax under the Arkansas Gross Receipts Act of 1941 is levied; (c) Tangible personal property, specified digital products, digital code, and services specifically exempted from taxation under the Arkansas Gross Receipts Act of 1941; (d) Feedstuffs used in the commercial production of livestock or poultry in the State; (e) Unprocessed crude oil; (f) Machinery and equipment used directly in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging articles of commerce at manufacturing or processing plants or facilities in the State, including facilities and plants for manufacturing feed, processing of poultry and/or eggs and livestock and the hatching of poultry and such equipment is either (1) purchased to create or expand manufacturing or processing plants in the State, (2) purchased to replace existing machinery and used directly in producing, manufacturing, fabricating, assembling, processing, finishing or packaging of articles of commerce at manufacturing or processing plants in the State, or (3) required by State or federal laws, rules or regulations to be installed and utilized by manufacturing or processing plants to prevent or reduce air and/or water pollution or contamination; (g) Modular homes constructed with materials on which the sales or use tax has once been paid; (h) Aircraft, aircraft equipment, and railroad parts, cars, and equipment, and tangible personal property owned or leased by aircraft, airmotive, or railroad companies, brought into the State solely and exclusively for refurbishing, conversion, or modification within the State and not used or intended for use within the State; W Aircraft, aircraft equipment, and railroad parts, cars, and equipment, and tangible personal property owned or leased by aircraft, airmotive, or railroad companies, brought into the State solely and exclusively for storage for use outside or inside the State; 0) Vessels, barges, and towboats of at least a fifty -ton load displacement and parts and labor used in the repair and construction of them; (k) Motor fuels sold to the owners or operators of motor buses operated on designated streets according to regular schedule, under municipal franchise, which are used for municipal transportation purposes; (1) Agricultural fertilizer, agricultural limestone and agricultural chemicals; (m) All new and used motor vehicles, trailers or semitrailers that are purchased for a total consideration of less than $4,000; (n) Any tangible personal property, specified digital products, digital code, or taxable services used, consumed, distributed, or stored in the State upon which a like tax, equal to or greater than the Arkansas Compensating (Use) Tax, has been paid in another state; (o) Dental appliances sold by or to dentists or certain other professionals; C-7 (p) Forms constructed of plaster, cardboard, fiberglass, natural fibers, synthetic fibers, or composites and which are destroyed or consumed during the manufacture of the item; (q) Natural gas used as fuel in the process of manufacturing glass; (r) Sales to the Community Service Clearinghouse, Inc. of Fort Smith; (s) Foodstuffs to nonprofit agencies; (t) Railroad rolling stock manufactured for use in transporting persons or property in interstate commerce; (u) Tangible personal property or services to a nonprofit blood donation organization; (v) Purchase and recharges of prepaid calling cards and prepaid authorization numbers; (w) Prescriptive durable medical equipment, mobility enhancing equipment, prosthetic devices, and disposable medical equipment; (x) Fire protection and emergency equipment to be owned by and exclusively used by a volunteer fire department, and supplies and materials to be used in the construction and maintenance of volunteer fire departments; (y) Electricity and natural gas to qualified steel and wall and floor tile manufacturers; (z) Certain new or used trucks to be engaged in interstate commerce; (aa) Utilities used by qualifying agricultural or horticultural equipment; (bb) Utilities used by grain drying and storage facilities; (cc) Tangible personal property, specified digital products, digital code, or services to a qualified museum or its contractor or agent if such property is to be used in the construction, repair, expansion, or operation of the qualified museum facility; and (dd) Machinery and equipment purchased to modify, replace, or repair, either in whole or in part, existing machinery, equipment, molds or dies used directly in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging articles of commerce at a manufacturing or processing plant or facility in the State, and services relating to the initial installation, alteration, addition, cleaning, refinishing, replacement, or repair of such machinery and equipment. Reference is made to "The Arkansas Compensation (Use) Tax Act of 1949," Title 26, Chapter 53 of the Arkansas Code of 1987 Annotated, for more information concerning the use tax. C-8 [THIS PAGE INTENTIONALLY BLANK] OFFICIAL STATEMENT NEW ISSUE BOOK -ENTRY ONLY *RATING: S&P "AA-" (stable outlook) In the opinion of Kutak Rock LLP, Bond Counsel, tinder existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Series 2022 Bonds (including any original issue discount properly allocable to the owner of a Series 2022 Bond) is excludable from gross inconse for federal income tax purposes and is not a specific preference itenz for purposes of the federal alternative minimum tax. Under existing laws, regulations, rulings and judicial decisions, Bond Counsel is of the opinion that the Series 2022 Bonds and the interest thereon are exempt from all state, county and municipal taxes in the State of Arkansas. For a more complete description, see the caption "TAXNIATTERS" herein. Dated: Date of Delivery $74,340,000 CITY OF FAYETTEV.ILLE, ARKANSAS SALES AND USE TAX CAPITAL IMPROVEMENT BONDS SERIES 2022 Due: November 1, as shown on inside front cover The Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"), are being issued by the City of Fayetteville, Arkansas (the "City") for the purpose of (i) financing a portion of the costs of various capital improvements in the City, and (ii) paying certain expenses in connection with the issuance of the Series 2022 Bonds. See the captions "SOURCES AND USES OF FUNDS" and "THE PROJECTS" herein. The Series 2022 Bonds are issuable only as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York, to which principal, premium, if any, and interest payments on the Series 2022 Bonds will be made so long as Cede & Co, is the registered owner of the Series 2022 Bonds. Individual purchases of the Series 2022 Bonds will be made only in book -entry form, in denominations of $5,000 or integral multiples thereof. Individual purchasers ("Beneficial Owners") of Series 2022 Bonds will not receive physical delivery of bond certificates. See the caption "BOOK -ENTRY ONLY SYSTEM" herein. The Series 2022 Bonds shall bear interest from the date of their delivery, payable on May 1 and November 1 of each year, commencing November 1, 2022. All such interest payments shall be payable to the persons in whose name such Series 2022 Bonds are registered on the bond registration books maintained by Simmons Bank, Pine Bluff, Arkansas as trustee (the "Trustee"), as of the fifteenth day of the calendar month preceding the calendar month in which the applicable interest payment date falls. Principal of and premium, if any, on the Series 2022 Bonds shall be payable at the principal corporate trust office of the Trustee. So long as DTC or its nominee is the registered owner of the Series 2022 Bonds, disbursement of such payments to DTC Participants is the responsibility of DTC, and the disbursement of such payments to Beneficial Owners is the responsibility of DTC Participants or Indirect Participants, as more fully described herein. Pursuant to a Trust Indenture dated as of August 1, 2019, as supplemented and amended by First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), between the City and the Trustee, the payment of the principal of, premium, if any, and interest on the Series 2022 Bonds is secured by a pledge of the receipts from a one percent (1.00%) city-wide sales and use tax (the "Sales and Use Tax"), Such pledge is made on a parity basis with the existing pledge of receipts of the Sale and Use Tax securing $71,150,000 outstanding principal amount of the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds"). See the caption "SECURITY FOR THE BONDS" herein. The Series 2022 Bonds are subject to mandatory redemption prior to maturity as more fully described herein under the caption "THE SERIES 2022 BONDS - Redemption." The Series 2022 Bonds are special obligations of the City secured by and payable solely from receipts of the Sales and Use Tax. The Series 2022 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Series 2022 Bonds shall not directly, indirectly or contingently obligate the City to levy or pledge any taxes whatsoever or to make any appropriation for the payment of the Series 2022 Bonds, except as described herein with respect to the Sales and Use Tax. The Series 2022 Bonds are offered when, as and if issued by the City and are subject to the final approving opinion of Kutak Rock LLP, Little Rock, Arkansas, Bond Counsel, Certain matters will be passed upon for the City by its counsel, Kit Williams, Esq., City Attorney. It is expected that the Series 2022 Bonds will be available for delivery in New York, New York, on or about June 22, 2022. Stephens Inc. The date of this Official Statement is June 9, 2022. * See the caption "RATING" herein. MATURITY SCHEDULE Maturity Principal Interest (November 1) Amount Rate Yield CUSIP* 2022 $1,200,000 5.000% 1.300% 312673 FK7 2023 4,700,000 5.000% 1.600% 312673 FL5 2024 4,935,000 5.000% 1.900% 312673 FM3 2025 5,175,000 4.000% 2.070% 312673 FN1 2026 5,385,000 4.000% 2.300% 312673 FP6 2027 5,615,000 2.500% 2.500% 312673 FQ4 $47,330,000 2.875% Terms Bonds due November 1, 2032 — Yield 2.900% CUSIP: 312673 FR2* * CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the registered owners of the Series 2022 Bonds. The City and the Underwriter are not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness by the City on the Series 2022 Bonds and by the Underwriters on the Series 2022 Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2022 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2022 Bonds. CITY OF FAYETTEVILLE, ARKANSAS Issuer City Council Lioneld Jordan, Mayor Sarah Bunch Sonia Harvey Holly Hertzberg D'Andre Jones Mark Kinion Sloan Scroggin Teresa Turk Mike Wiederkehr Paul Becker, Finance Director Kara Paxton, City Clerk Kit Williams, City Attorney SIMMONS BANK Pine Bluff, Arkansas Trustee and Paying Agent KUTAK ROCK LLP Little Rock, Arkansas Bond Counsel STEPHENS INC. Fayetteville, Arkansas Underwriter No dealer, broker, salesman or other person has been authorized by the City or by Stephens Inc. (the "Underwriter") to give any information or to make any representations, other than those contained herein; and, if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any Series 2022 Bonds in any jurisdiction in which such offer is not authorized, or in which the person making such offer, solicitation or sale is not qualified to do so, or to any person to whom it is unlawful to make such offer, solicitation or sale. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. THE SERIES 2022 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE TRUST INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION CONTAINED IN SUCH LAWS. CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM THE CITY, THE DEPOSITORY TRUST COMPANY AND OTHER SOURCES WHICH ARE BELIEVED TO BE RELIABLE. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTY THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2022 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Page IntroductoryStatement......................................................................................................................................... 1 TheSeries 2022 Bonds......................................................................................................................................... 2 Securityfor the Bonds.......................................................................................................................................... 4 Book -Entry Only System..................................................................................................................................... 5 TheProjects.......................................................................................................................................................... 7 Historical Sales and Use Tax Collections............................................................................................................. 8 Sourcesand Uses of Funds................................................................................................................................... 9 DebtService Requirements.................................................................................................................................. 9 Estimated Debt Service Coverage........................................................................................................................ 10 Projected Mandatory Redemptions...................................................................................................................... 11 TheCity................................................................................................................................................................ 12 TheSales and Use Tax........................................................................................................................................... 14 Summaryof the Indenture.................................................................................................................................... 15 Summary of the Continuing Disclosure Agreement ............................ ... .... ............................. I ......... ... ....... I ... I.... 20 Underwriting........................................................................................................................................................ 23 TaxMatters.......................................................................................................................................................... 23 Rating.................................................................................................................................................................... 25 LegalMatters........................................................................................................................................................ 26 Miscellaneous....................................................................................................................................................... 26 Accuracy and Completeness of Official Statement.............................................................................................. 26 APPENDIX A - Form of Bond Counsel Opinion................................................................................................ A-1 APPENDIX B - Definitions of Certain Terms..................................................................................................... B-1 APPENDIX C - The Sales and Use Tax............................................................................................................... C-1 OFFICIAL STATEMENT $74,340,000 CITY OF FAYETTEVILLE, ARKANSAS SALES AND USE TAX CAPITAL EMPROVEMENT BONDS SERIES 2022 INTRODUCTORY STATEMENT The following introductory statement is subject in all respects to the more complete information set forth in this Official Statement. All descriptions and summaries of documents hereinafter set forth are qualified in their entirety by reference to each such document. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in "Appendix B -- DEFINITIONS OF CERTAIN TERMS". This Official Statement, including the cover page and the Appendices hereto, is furnished in connection with the offering by the City of Fayetteville, Arkansas (the "City") of its Sales and Use Tax Capital Improvement Bonds, Series 2022, in the principal amount of $74,340,000 (the "Series 2022 Bonds"). The City is a city of the first class organized and existing under the laws of the State of Arkansas (the "State"). The City is authorized under Amendment 62 to the Constitution of the State ("Amendment 62") and Arkansas Code Annotated (1998 Repl. & 2021 Supp.) §§14-164-301 et seq. (as from time to time amended, the "Act"), to issue and sell bonds for the purpose of financing and refinancing the cost of capital improvements of a public nature. The Series 2022 Bonds are to be issued by the City pursuant to Amendment 62, the Act and Ordinance No. 6563, adopted and approved on May 3, 2022 (the "Authorizing Ordinance"), for the purpose of (i) financing all or a portion of the costs of certain street improvements, trail system improvements, drainage improvements, parks system improvements, City facilities improvements, arts corridor improvements and firefighting facilities improvements, and (ii) paying certain expenses in connection with the issuance of the Series 2022 Bonds. See the captions "SOURCES AND USES OF FUNDS" and "THE PROJECTS" herein. The Series 2022 Bonds are not general obligations of the City, but are special obligations payable solely from and secured by a pledge of the receipts of a special city-wide sales and use tax levied pursuant to the Act at the rate of one percent (1.00%) (the "Sales and Use Tax"). Such pledge shall be made on a parity basis with the existing pledge of receipts of the Sales Tax securing $71,150,000 outstanding principal amount of the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019 Bonds"). The Series 2022 Bonds, Series 2019A Bonds and any Additional Bonds subsequently issued by the City pursuant to the Indenture (defined below) will be secured on a parity basis. See the captions "THE 2022 BONDS — Additional Bonds," "SECURITY FOR THE BONDS," "HISTORICAL SALES AND USE TAX COLLECTIONS," and "RATING" herein. The faith and credit of the City are not pledged to the payment of the Series 2022 Bonds, and the Series 2022 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Series 2022 Bonds shall not directly, indirectly or contingently obligate the City to levy or pledge any taxes whatsoever or to make any appropriation for the payment of the Series 2022 Bonds, except as described herein with respect to the Sales and Use Tax. The Series 2022 Bonds are subject to redemption from excess moneys in the Project Fund following completion of the portions of the Projects to be financed with proceeds of the Series 2022 Bonds. The Series 2022 Bonds are also subject to redemption from Surplus Tax Receipts. "THE SERIES 2019 BONDS — Redemption" and "PROJECTED MANDATORY REDEMPTIONS" herein. Pursuant to the provisions of a Continuing Disclosure Agreement dated as of the date of delivery of the Series 2022 Bonds, by and between the City and Simmons Bank, Pine Bluff, Arkansas, as dissemination agent (the "Continuing Disclosure Agreement"), the City has undertaken certain obligations with respect to providing ongoing disclosure of certain financial and operating data concerning the City and the Sales and Use Tax and of the occurrence of certain listed events. See the caption "SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT" herein. This Official Statement contains brief descriptions or summaries of, among other matters, the City, the Series 2022 Bonds, the Sales and Use Tax, the Continuing Disclosure Agreement, and the Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), each by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the "Trustee"), pursuant to which the Series 2022 Bonds are issued and secured. Such descriptions and information do not purport to be comprehensive or defmitive. All references herein to the Indenture and the Continuing Disclosure Agreement are qualified in their entirety by reference to each such document, and all references to the Series 2022 Bonds are qualified in their entirety by reference to the definitive form thereof and the information with respect thereto included in the Indenture. Copies of the Continuing Disclosure Agreement, the Indenture, and the forms of the Series 2022 Bonds included therein, are available from the City by writing to the attention of the Finance Director, City of Fayetteville, City Administration Building, 113 West Mountain, Fayetteville, Arkansas 72701 and, during the initial offering period only, from the Underwriter, Stephens Inc., 3425 North Futrall, Suite 201, Fayetteville, Arkansas 72703. Certain financial and operating data has been provided by the City from the audited records of the City and certain demographic information has been obtained from other sources which are believed to be reliable. THE SERIES 2022 BONDS Description. The Series 2022 Bonds will be initially dated as of the date of their delivery, and will bear interest payable semiannually on May 1 and November 1 of each year, commencing November 1, 2022, at the rates set forth on the inside cover page hereof. The Series 2022 Bonds will mature on November 1 in the years and in the principal amounts set forth on the inside cover page hereof. The Series 2022 Bonds are issuable only in the form of fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York, to which principal, premium, if any, and interest payments on the Series 2022 Bonds will be made so long as Cede & Co. is the registered owner of the Series 2022 Bonds. Individual purchases of the Series 2022 Bonds will be made only in book -entry form, in denominations of $5,000 or integral multiples thereof. Individual purchasers (`Beneficial Owners") of Series 2022 Bonds will not receive physical delivery of bond certificates. See the caption "BOOK -ENTRY ONLY SYSTEM" herein. All interest payments on the Series 2022 Bonds shall be payable to the persons in whose name such Series 2022 Bonds are registered on the bond registration books maintained by the Trustee, as of the fifteenth day of the calendar month preceding the calendar month in which the applicable interest payment date falls. Principal of and premium, if any, on the Series 2022 Bonds shall be payable at the principal corporate trust office of the Trustee. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2022 Bond to the extent of the sum or sums so paid. So long as DTC or its nominee is the registered owner of the Series 2022 Bonds, disbursement of such payments to DTC Participants is the responsibility of DTC, and the disbursement of such payments to Beneficial Owners is the responsibility of DTC Participants or Indirect Participants, as more fully described herein. Redemption. The Series 2022 Bonds are subject to redemption prior to maturity as follows: (i) The Series 2022 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Project Fund moneys in excess of the amount needed to complete the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the City Facilities Project, the Arts Corridor Project or the Firefighting Facilities Project. (ii) The Series 2022 Bonds shall be redeemed prior to maturity, in whole or in part, on any interest payment date, in inverse order of maturity and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued interest to the date of redemption, from Surplus Tax Receipts. "Surplus Tax Receipts" are Tax Receipts in excess of the amount necessary (i) to ensure the prompt payment of scheduled debt service on the Series 2019A Bonds, Series 2022 Bonds and Additional Bonds, (ii) to pay any arbitrage rebate due under Section 148(f) of the Internal Revenue Code of 1986, as amended, with respect to the Series 2019A Bonds, Series 2022 Bonds or any Additional Bonds, and (iii) to pay Trustee and Paying Agent fees and expenses. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be 2 allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. See the caption "PROJECTED MANDATORY REDEMPTIONS" herein. (iii) The Series 2022 Bonds are subject to redemption with funds from any source, at the option of the City, communicated in a written notice to the Trustee not less than sixty (60) days prior to the date fixed for redemption, in whole or in part on any date on or after November 1, 2026, in such maturities as shall be selected by the City and by lot in such manner as the Trustee shall determine within a maturity, at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. (iv) The Series 2022 Bonds maturing on November 1, 2032 are subject to mandatory sinking fund redemption prior to maturity in part, on November 1 in the years and principal amounts set forth below at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the date of redemption. Year Principal Amount 2028 $ 5,745,000 2029 $ 5,895,000 2030 $ 6,080,000 2031 $13,995,000 2032 (maturity) $15,615,000 At its option, to be exercised on or before the 45t' day next preceding any mandatory sinking fund redemption date for any Series 2022 Bonds maturing November 1, 2032 (the "Term Bonds"), the City may deliver to the Trustee for cancellation Term Bonds of the appropriate maturity, or portions thereof ($5,000 or any integral multiple thereof), in any aggregate principal amount desired. Each such Term Bond, or portion thereof, so delivered or previously redeemed (otherwise than through mandatory sinking fund redemption) and cancelled by the Trustee shall be credited by the Trustee at 100% of the principal amount thereof on the obligation of the City with respect to each such Tenn Bond on such mandatory sinking fund. redemption date, and any excess over such amount shall be credited on future mandatory sinking fund redemption obligations with respect to such Tenn Bond in chronological order, and the principal amount of the corresponding Tenn Bonds so to be redeemed shall be accordingly reduced. In the case of any defeasance of the Series 2022 Bonds, the dates of redemption, the principal amounts and the maturities of the Series 2022 Bonds to be redeemed will be determined by taking into consideration the mandatory redemption requirements set forth above and the receipts of the Sales and Use Tax for the most recent twelve months. Partial Redemption of a Series 2022 Bond. If less than all of the Series 2022 Bonds of a maturity with a series are called for redemption, the particular Series 2022 Bonds or portions of Series 2022 Bonds to be redeemed shall be selected by lot in such manner as the Trustee in its discretion may deem fair and appropriate. So long as DTC or its nominee is the sole registered owner of the Series 2022 Bonds, the procedures established by DTC shall control with respect to the selection of the particular Series 2022 Bonds to be redeemed. Notice of Redemption. Notice of the call for any redemption, identifying the Series 2022 Bonds or portions thereof being called and the date on which they shall be presented for payment, shall be mailed by the Trustee by first class mail (or, so long as DTC or its nominee is the sole registered owner of the Series 2022 Bonds, by any other means acceptable to DTC, including facsimile) to the registered owner of each such Series 2022 Bond addressed to such registered owner at his registered address and placed in the mails not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceeding for the redemption of any Series 2022 Bond with respect to which no such failure or defect has occurred, Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. Additional Bonds. The City may issue from time to time one or more series of Additional Bonds for the purpose of refunding the Series 2019A Bonds, the Series 2022 Bonds or any series of Additional Bonds, in whole or in part. Additional Bonds shall be secured equally and ratably with the Series 2019A Bonds, the Series 2022 Bonds and any other series of Additional Bonds theretofore issued and then Outstanding, except insofar any terms or conditions of redemption or purchase established under the Indenture may afford additional benefit or security for the Bonds of any particular series and except for the security afforded by any municipal bond insurance obtained with respect to a particular series of Bonds. Before any Additional Bonds are authenticated, there shall be delivered to the Trustee a certificate of the City's Finance Director certifying that, based upon the most recent twelve (12) months of Sales and Use Tax collections, receipts of the Sales and Use Tax were not less than 150% of the maximum Annual Debt Service on all the Outstanding Bonds, plus the Additional Bonds to be issued. Notwithstanding anything described above to the contrary, no Additional Bonds shall be issued unless there is no default at the time of issuance under the Indenture. Subordinate Obligations. Nothing in the Indenture shall prevent the City from authorizing and issuing bonds, notes, bond anticipation notes, warrants, certificates or other obligations or evidences of indebtedness, the payment of the principal of and premium, if any, and interest on which shall be made from receipts of the Sales and Use Tax, provided payments from such Sales and Use Tax receipts, and the lien and charge on such Sales and Use Tax receipts, shall be made junior and subordinate to the lien, pledge and charge created in the Indenture for the security and payment of the Bonds and other payments under the Indenture. Before any Subordinate Obligations are issued, there shall be delivered to the Trustee a Certificate of the Finance Director of the City certifying that, based upon the most recent twelve (12) months of Sales and Use Tax collections, (i) receipts of the Sales and Use Tax were not less than 100% of the maximum Annual Debt Service on all then Outstanding Bonds and Subordinate Obligations, plus the Subordinate Obligations then proposed to be issued. No Subordinate Obligations shall be issued unless there is no default at the time of issuance under the Indenture. Transfer or Exchange. The Series 2022 Bonds may be transferred on the books of registration kept by the Trustee by the registered owner in person or by the owner's duly authorized attorney, upon surrender thereof, together with a written instrument of transfer duly executed by the registered owner or the owner's duly authorized attorney. Upon surrender for transfer of any Series 2022 Bond at the principal corporate office of the Trustee, the City shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Series 2022 Bond or Bonds of the same series and in the same aggregate principal amount and of any authorized denomination or denominations. Transfers of registration or exchanges of Series 2022 Bonds shall be without charge to the Holders of such Series 2022 Bonds, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the Holder of the Series 2022 Bond requesting such transfer or exchange as a condition precedent to the exercise of such privilege. The Trustee shall not be required to transfer or exchange any Series 2022 Bond during the period from and including a Record Date to the next succeeding interest payment date of such Series 2022 Bond nor to transfer or exchange any Series 2022 Bond after the mailing of notice calling such Series 2022 Bond for redemption has been made, and prior to such redemption. So long as DTC or its nominee is the sole registered owner of the Series 2022 Bonds, transfers of beneficial interests in the Series 2022 Bonds shall be in accordance with the rules and procedures of DTC and its direct and indirect participants. See the caption "BOOK -ENTRY ONLY SYSTEM" herein. SECURITY FOR THE BONDS General. The Series 2022 Bonds are special obligations of the City secured by and payable from the receipts of a special city-wide sales and use tax levied pursuant to the Act at the rate of one percent (1.00%) (the "Sales and Use Tax"). The Sales and Use Tax was levied under Ordinance No. 6216, duly adopted by the City Council of the City on December 18, 2018 (the "Election Ordinance"). Pursuant to the Election Ordinance, a special election was held on April 9, 2019, at which time the qualified electors of the City approved the issuance of capital improvement bonds in aggregate principal amount not to exceed $213,865,000 and the corresponding levy of the Sales and Use Tax. The receipts of the Sales and Use Tax were pledged to secure the payment of Debt Service on the Series 2022 Bonds pursuant to Ordinance No. 6563, duly adopted by the City Council of the City on May 3, 2022 (the "Authorizing Ordinance"). Such pledge is made on a parity basis with an existing pledge of such receipts securing $71,150,000 outstanding principal amount of the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A (the "Series 2019A Bonds"). 4 Pursuant to the terms of the Election Ordinance, the collection of the Sales and Use Tax commenced on October 1, 2019. See the captions "THE SALES AND USE TAX" and "HISTORICAL SALES AND USE TAX COLLECTIONS" herein. The Series 2022 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. The issuance of the Series 2022 Bonds shall not directly, indirectly or contingently obligate the City to levy or pledge any taxes whatsoever or to make any appropriation for the payment of the Series 2022 Bonds, except as described herein with respect to the Sales and Use Tax. BOOK -ENTRY ONLY SYSTEM The Series 2022 Bonds will be issued only as one fully registered Series 2022 Bond for each maturity, in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), as registered owner of all the Series 2022 Bonds. The fully registered Series 2022 Bonds will be retained and immobilized in the custody of DTC. DTC (or any successor securities depository) or its nominee for all purposes under the Indenture will be considered by the City and the Trustee to be the owner or holder of the Series 2022 Bonds. Owners of any book entry interests in the Series 2022 Bonds (the "book entry interest owners") described below, will not receive or have the right to receive physical delivery of the Series 2022 Bonds, and will not be considered by the City and the Trustee to be, and will not have any rights as, owners or holders of the Series 2022 Bonds under the bond proceedings and the Indenture except to the extent, if any, expressly provided thereunder. CERTAIN INFORMATION REGARDING DTC AND DIRECT PARTICIPANTS IS SET FORTH BELOW. THIS INFORMATION HAS BEEN PROVIDED BY DTC. THE CITY, THE UNDERWRITER AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR THE ACCURACY OF SUCH STATEMENTS. DTC, the world's largest depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides custody and asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments (from over 120 countries and territories) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges among Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, the National Securities Clearing Corporation and the Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has an S&P Global Ratings' rating of "AA+." The DTC Rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2022 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2022 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2022 Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2022 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2022 Bonds, except in the event that use of the Book -Entry System for the Series 2022 Bonds is discontinued. To facilitate subsequent transfers, all Series 2022 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2022 Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2022 Bonds, DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2022 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2022 Bonds within a series and maturity are to be redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Series 2022 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the Record Date. The Omnibus Proxy will assign Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2022 Bonds are credited on the Record Date (identified in a listing attached to the Omnibus Proxy). Payment of debt service and redemption proceeds with respect to the Series 2022 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Trustee on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and debt service to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. BENEFICIAL OWNERS SHOULD CONSULT WITH THE DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS FROM WHOM THEY PURCHASE A BOOK ENTRY INTEREST TO OBTAIN INFORMATION CONCERNING THE SYSTEM MAINTAINED BY SUCH DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS TO RECORD SUCH INTERESTS, TO MAKE PAYMENTS, TO FORWARD NOTICES OF REDEMPTION AND OF OTHER INFORMATION. THE CITY AND THE TRUSTEE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ASPECTS OF THE RECORDS OR NOTICES RELATING TO, OR PAYMENTS MADE ON ACCOUNT OF, BOOK ENTRY INTEREST OWNERSHIP, OR FOR MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO THAT OWNERSHIP. The Trustee and the City, so long as a book entry method of recording and transferring interest in the Series 2022 Bonds is used, will send any notice of redemption or of any Indenture amendment or supplement or other notices to Bondholders under the Indenture only to DTC (or any successor securities depository) or its nominee. Any failure of DTC to advise any Direct Participants, or of any Direct Participants or Indirect Participants to notify any Beneficial Owner, of any such notice and its content or effect will not affect the validity of the redemption of the Series 2022 Bonds called for redemption, the Indenture amendment or supplement, or any other action premised on notice given under the Indenture. The City and the Trustee cannot and do not give any assurances that DTC, Direct Participants, Indirect Participants or others will distribute payments of debt service on the Series 2022 Bonds made to DTC or its nominee as the registered owner of the Series 2022 Bonds, or any redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or that DTC will serve and act in a manner described in this Official Statement. DTC may discontinue providing its services as securities depository with respect to the Series 2022 Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, bond certificates are required to be printed and delivered. In addition, the City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered. THE PROJECTS Streets Project. Approximately $29,753,980 of the proceeds of the Series 2022 Bonds will be deposited into the Streets Project Account of the Project Fund to finance all or a portion of the costs of right-of-way acquisition, design, construction, reconstruction, repair, resurfacing, straightening and width modification of certain City streets, which may include related sidewalk, traffic signal and control, lighting, curbing, guttering, bicycle lane, landscaping, drainage and safety improvements and related curbside pedestrian facilities such as bus pickup structures and concrete waiting pads (the "Streets Project"). Trails Project. Approximately $4,611,108 of the proceeds of the Series 2022 Bonds will be deposited into the Trails Project Account of the Project Fund to finance all or a portion of the costs of design, construction, reconstruction, extension and equipping of certain City trail system improvements, which may include related pedestrian signal, lighting, landscaping, drainage and safety improvements and right-of-way acquisition (the "Trails Project"). Drainage Project. Approximately $8,283,433 of the proceeds of the Series 2022 Bonds will be deposited into the Drainage Project Account of the Project Fund to finance all or a portion of the costs of the design, construction, reconstruction, repair, retrofit, extension, enlargement and equipping of certain drainage facilities, which may include land and easement acquisition and water quality features such as detention and retention basins and stream restoration (the "Drainage Project"). Parks Project. Approximately $11,047,639 of the proceeds of the Series 2022 Bonds will be deposited into the Parks Project Account of the Project Fund to finance all or a portion of the costs of acquisition, design, construction and equipping of certain regional park and other parks system improvements, which may include athletic fields and facilities, playgrounds, pools and splash pads, trails, campgrounds, picnic areas and pavilions, land acquisition, open space preservation and other recreational facilities and support facilities, such as restrooms and parking (the "Parks Project"). City Facilities Project. Approximately $2,713,976 of the proceeds of the Series 2022 Bonds will be deposited into the City Facilities Project Account of the Project Fund to finance all or a portion of the costs of renovating and refurbishing certain City buildings and grounds, which may include building envelope and roof improvements, window replacement, insulation, lighting and HVAC system upgrades and certain renewable energy and energy efficiency projects (the "City Facilities Project"). Arts Corridor Project. Approximately $12,727,757 of the proceeds of the Series 2022 Bonds will be deposited into the Arts Corridor Project Account of the Project Fund to finance all or a portion of the costs of acquisition, design, construction and equipping of certain Cultural Arts Corridor improvements, within or near an area bordered by Dickson Street on the north, School Avenue on the east, Prairie Street on the south, and Gregg Avenue on the west, and which may include street, sidewalk, boardwalk, trail, pedestrian signal and control, bicycle facilities, curbing, guttering, drainage, lighting and landscaping improvements, plaza, civic and performance space, art installations, overlooks, stream restoration, pavilions, structure and other buildings, new and/or replacement parking facilities, and land and easement acquisition (the "Arts Corridor Project"). Firefighting Facilities Project. Approximately $5,866,989 of the proceeds of the Series 2022 Bonds will be deposited into the Firefighting Facilities Project Account of the Project Fund to finance all or a portion of the costs of certain fire station design and construction, which may include land acquisition, and the acquisition of firefighting vehicles and equipment (the "Firefighting Facilities Project"). HISTORICAL SALES AND USE TAX COLLECTIONS Pursuant to the terms of the Election Ordinance and State law, the collection of the 1.00% Sales and Use Tax commenced on October 1, 2019. At such time an existing three-quarters of one percent (0.75%) special city- wide sales and use tax and an existing one -quarter of one percent (0.25%) special city-wide sales and use tax (collectively, the "Prior Tax") which was pledged to the payment of prior sales and use tax bonds was simultaneously terminated and such bonds were retired. Set forth below is a table showing historical receipts of the Prior Tax and the Sales and Use Tax. Collections of the Sales and Use Tax received by the City in the most recent twelve-month period (June 1, 2021 through May 31, 2022) were $28,233,212.50, a 13.65 increase over the amount of combined collections from the Sales and Use Tax received by the City during the previous twelve-month period (June 1, 2020 to May 31, 2021). Historical Historical Historical Collections of Combined Collections of Collections of 1.00% Sales Collections of Sales Growth Year0) 0.25% Prior Tag 0.75% Prior Tax and Use Tax and Use Taxes Percentage 2009 $ 3,927,564 $11,782,692 n/a $15,710,256 n/a 2010 3,917,717 11,753,150 n/a 15,670,867 -0.25% 2011 4,129,686 12,389,060 n/a 16,518,746 5.41% 2012 4,389,519 13,168,559 n/a 17,558,078 6.29% 2013 4,513,873 13,541,618 n/a 18,055,491 2.83% 2014 4,604,085 13,812,257 n/a 18,416,342 2.00% 2015 4,950,155 14,850,464 n/a 19,800,619 7.52% 2016 5,161,048 15,483,143 n/a 20,644,191 4.26% 2017 5,324,281 15,972,843 n/a 21,297,124 3.16% 2018 5,576,368 16,729,104 n/a 22,305,472 4.73% 2019(3) n/a n/a n/a 23,414,516(2) 4.97% 2020(3) n/a n/a 23,759,681 23,759,681 1.47% 2021(3) n/a n/a 27,530,298 27,530,298 15.87% Sales and use tax receipts are remitted by the Treasurer of the State of Arkansas to the City in the second month following the month of their collection. (2) Combined collections of the Existing Tax for the nine months ended September 30, 2019 and the Sales and Use Tax for the three months ended December 31, 2019. (3) Act 822 of 2019 went into effect on July 1, 2019, and provides for the collection of sales and use taxes by remote sellers to Arkansas buyers. Source: City of Fayetteville [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] SOURCES AND USES OF FUNDS The proceeds of the Series 2022 Bonds will be used as follows: Sources of Funds Par Amount of Series 2022 Bonds $74,340,000 Net Original Issue Premium 1,173,865 Total Sources: $75,513,865 Uses of Funds Deposit to Streets Project Account of Project Fund $29,753,980 Deposit to Trails Project Account of Project Fund 4,611,108 Deposit to Drainage Project Account of Project Fund 8,283,433 Deposit to Parks Project Account of Project Fund 11,047,639 Deposit to City Facilities Project Account of Project Fund 2,713,976 Deposit to Arts Corridor Project Account of Project Fund 12,727,757 Deposit to Firefighting Facilities Project Account of Project Fund 5,866,989 Costs of Issuance, including Underwriter's Discount 508,983 Total Uses: 125,513.865 DEBT SERVICE REQUIREMENTS As of the date of closing, the Series 2019A Bonds and the Series 2022 Bonds will constitute the only debt obligations secured by receipts of the Sales and Use Tax. The following table sets forth the amounts required to pay scheduled principal of and interest on the Series 2019A Bonds and the Series 2022 Bonds during each year: Series 2019A Series 2019A Series 2022 Series 2022 Total Debt Year Principal Interest Principal(') Interest Service 2022 $6,490,000 $2,560,869 $ 1,200,000 $ 883,386 $11,134,255 2023 6,810,000 2,148,913 4,700,000 2,405,263 16,064,176 2024 7,150,000 1,808,412 4,935,000 2,170,262 16,063,674 2025 7,510,000 1,450,913 5,175,000 1,923,513 16,059,426 2026 7,885,000 1,075,412 5,385,000 1,716,512 16,061,924 2027 8,265,000 681,163 5,615,000 1,501,113 16,062,276 2028 8,440,000 515,862 5,745,000 1,360,737 16,061,599 2029 8,625,000 347,063 5,895,000 1,195,569 16,062,632 2030 8,780,000 174,562 6,080,000 1,026,088 16,060,650 2031 1,195,000 20,912 13,995,000 851,287 16,062,199 2032 15,615,000 448,931 16,063,931 Totals: $71,150,000 $10.784.081 74.MU00 SjILL5AJ42 (1) Including mandatory sinking fund redemptions. 9 ESTIMATED DEBT SERVICE COVERAGE Set forth below is a table showing estimated debt service coverage with respect to the Series 2019A Bonds and the Series 2022 Bonds. Collections of the Sales and Use Tax received during the twelve-month period ended May 31, 2022 were utilized for the purpose of making the coverage calculations. See the caption "HISTORICAL SALES AND USE TAX COLLECTIONS" herein. Historical Tax Receipts of Sales and Use Tax(') $28,233,212.50 Maximum Annual Debt Service (2) $16,064,176.00 Maximum Annual Debt Service Coverage 1.76X Actual collections of the Sales and Use Tax received during the last twelve-month period ending May 31, 2022. See the caption "HISTORICAL SALES AND USE TAX COLLECTIONS" herein. �z> Representing debt service on the Series 2019A Bonds and Series 2022 Bonds in 2023. See the caption "DEBT SERVICE REQUIREMENTS" herein. THE COVERAGE NUMBERS SET FORTH ABOVE ARE BASED ON HISTORICAL RECEIPTS OF THE SALES AND USE TAX. ACTUAL RECEIPTS OF THE SALES AND USE TAX WILL DEPEND ON NUMEROUS FACTORS, AND THERE CAN BE NO ASSURANCE THAT FUTURE RECEIPTS OF THE SALES AND USE TAX AVAILABLE TO PAY DEBT SERVICE ON THE SERIES 2019A BONDS AND SERIES 2022 BONDS WILL APPROXIMATE SUCH HISTORICAL RESULTS. See the caption "THE SALES AND USE TAX — Future Sales and Use Tax Receipts" herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 10 PROJECTED MANDATORY REDEMPTIONS The table under the caption "DEBT SERVICE REQUIREMENTS" does not reflect possible mandatory redemptions of the Series 2019A Bonds and Series 2022 Bonds from Surplus Tax Receipts, if available. Surplus Tax Receipts are all receipts of the Sales and Use Tax in excess of the amount necessary (i) to assure the prompt payment of the principal of and interest on Outstanding Series 2019A Bonds and Series 2022 Bonds and any series of Additional Bonds, (ii) to pay any arbitrage rebate due under Section 148(f) of the Code, and (iii) to pay Trustee and Paying Agent fees and expenses. While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. THERE CAN BE NO ASSURANCE GIVEN THAT RECEIPTS OF THE SALES AND USE TAX WILL BE REALIZED IN THE AMOUNTS ASSUMED IN THE TABLE BELOW. See the caption "THE SALES AND USE TAX — Future Sales and Use Tax Receipts" herein. Series 2019A Bonds Redeemed Series 2022 Bonds Total Series 2019A Series 2019A Prior to Series 2022 Redeemed Prior to and Series 2022 DateM Principal Due Maturi (2)(3) Principal Due Maturi (2)(3) Principal Retired 11-1-22 $6,490,000 $7,550,000 $1,200,000 $ -- $15,240,000 5-1-23 -- 6,150,000 -- -- 6,150,000 11-1-23 6,810,000 6,210,000 4,700,000 -- 17,720,000 5-1-24 -- 6,270,000 -- -- 6,270,000 11-1-24 7,150,000 6,335,000 4,935,000 -- 18,420,000 5-1-25 -- 6,400,000 -- -- 6,400,000 11-1-25 7,510,000 4,275,000 5,175,000 2,240,000 19,200,000 5-1-26 -- -- -- 10,600,000 10,600,000 11-1-26 -- -- 5,385,000 10,750,000 16,135,000 5-1-27 -- -- -- 10,900,000 10,900,000 11-1-27 -- -- 5,615,000 12,840,000 18,455,000 5-1-28 -- -- -- -- -- 11-1-28 -- -- -- -- -- 5-1-29 -- -- -- -- -- 11-1-29 -- -- -- -- -- 5-1-30 -- -- -- -- -- 11-1-30 -- -- -- -- -- 5-1-31 -- -- -- -- -- 11-1-31 -- -- -- -- -- 5-1-32 -- -- -- -- -- I 1-1-32 -- -- Totals: $27,960,000 43.190. 000 27.010.000 47.3 00.000 145.490.000 (1) The Series 2019A Bonds and the Series 2022 Bonds are subject to mandatory redemption from Surplus Tax Receipts on each May 1 and November 1. See the caption "THE SERIES 2022 BONDS — Redemption" herein. (2) Assuming annual receipts of the Sales and Use Tax of $28,233,212.50. (3) Projected mandatory redemptions related to Series 2019A Bonds maturing November 1, 2026 through November 1, 2032. (4) Projected mandatory redemptions related to Series 2022 Bonds maturing November 1, 2032. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 11 THE CITY General. The City is a city of the first class organized and existing under the laws of the State of Arkansas. The City is the seat of government of Washington County (the "County") and is the second largest city in the State. The City is located in the Metropolitan Statistical Area of Fayetteville/Springdale/Rogers (the "MSA"), which includes all of Washington and Benton Counties in the northwest corner of the State and is approximately 185 miles northwest of Little Rock, Arkansas, 125 miles east of Tulsa, Oklahoma, and 210 miles south of Kansas City, Missouri. The City is served by U.S. Interstate 49, U.S. Highways 62 and 71, and State Highways 16, 45, 112, 156, 180 and 265. The Burlington Northern Railroad has several lines running through the City, and a general aviation airport with a 6,006-foot runway is available for limited commuter travel. The Northwest Arkansas Regional Airport is located approximately 40 minutes from downtown Fayetteville and provides daily flights to numerous venues. Government. The City currently operates under the Mayor -Council form of government pursuant to which a mayor, city attorney, city clerk and eight City Council members are elected, two from each of the City's four wards. The mayor, city attorney and city clerk are full-time positions elected to four-year terms. City Council members also serve four- year terms. The City's elected officials and the dates on which their respective terms expire are as follows: Name Office Term Expires Lioneld Jordan Mayor 12/31/24 Kit Williams City Attorney 12/31/22 Kara Paxton City Clerk 12/31/24 Sarah Bunch Council Member 12/31/24 Sonia Harvey Council Member 12/31/22 Holly Hertzberg Council Member 12/31/24 D'Andre Jones Council Member 12/31/24 Mark Kinion Council Member 12/31/22 Sloan Scroggin Council Member 12/31/22 Teresa Turk Council Member 12/31/22 Mike Wiederkehr Council Member 12/31/24 Financial Reporting. The City's Comprehensive Annual Financial Report for the fiscal year ended December 31, 2020 can be accessed at: www.fayetteville-ar.gov/ArchiveCenterNiewFile/Item/2032 Population. The following is a table of population changes for the City, the MSA and the State of Arkansas, according to the United States Census Bureau: City of State of Year Fayetteville MSA Arkansas 1960 20,274 92,069 1,786,272 1970 30,729 127,846 1,923,322 1980 36,608 178,609 2,286,435 1990 42,099 210,908 2,350,624 2000 58,047 311,121 2,673,400 2010 73,580 463,204 2,915,918 2020 93,949 546,725 3,011,524 [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 12 Economic Data. Per capita personal income figures for the MSA and the State of Arkansas areas follows: State of Year MSA Arkansas 2010 $39,432 $32,372 2011 43,832 34,279 2012 50,271 36,582 2013 49,497 36,677 2014 55,756 38,749 2015 59,325 39,968 2016 61,656 40,873 2017 62,945 42,056 2018 67,281 43,661 2019 68,808 45,039 2020 70,085 47,522 2021 n/a 51,148 Source: Bureau of Economic Analysis, St, Louis Fed, Not Seasonally Adjusted The following table shows the total assessed value of non -utility real and personal property within the City for the years indicated: Year Real Property Personal Property Total 2012 $1,063,617,013 $203,289,225 $1,266,906,238 2013 1,084,550,127 216,005,532 1,300,555,659 2014 1,115,992,871 226,841,704 1,342,834,575 2015 1,171,158,618 232,141,593 1,403,300,191 2016 1,213,852,296 252,836,149 1,466,688,495 2017 1,257,361,951 246,656,011 1,504,017,962 2018 1,309,055,168 261,728,096 1,570,783,264 2019 1,352,620,084 247,101,970 1,599,722,054 2020 1,529,519,526 262,267,946 1,791,787,472 2021 1,647,091,410 282,921,776 1,930,013,186 Source: Washington County Tax Assessor's Office. The assessed value represents 20% of the appraised value of property. Building permits issued by the City(�) are shown below for the years indicated: 2018 2019 2020 2021 2022(2) Residential Building 658 572 949 779 222 Permits Commercial Building 48 23 70 30 6 Permits Value of All Building Permits $426,545,540 $405,482,619 $532,417,273 $430,985,499 $140,521,415 (1) Does not include building activity of the University of Arkansas, school permits and additions/alterations to existing structures. (2) Through March 31, 2022. Source: City of Fayetteville. 13 Unemployment figures (not seasonally adjusted) for Washington County and the State of Arkansas, according to the Arkansas Division of Workforce Services, are as follows: Year Washington State of Arkansas County 2013 5.2% 7.1% 2014 4.3 5.9 2015 3.5 5.0 2016 2.8 4.0 2017 2.6 3.7 2018 2.6 3.6 2019 2.5 3.5 2020 4.6 6.1 2021 n/a 4.0 2022* 2.6 3.2 * January, 2022 only; preliminary and not seasonally adjusted. Employment and Industry. The principal campus of the University of Arkansas is located in the City and has total enrollment for the fall semester of 2021 of approximately 25,193. On the Fayetteville campus, the University employs approximately 11,115 faculty, administrative, secretarial, clerical and maintenance personnel in both full-time and part-time positions, making the University the largest employer in the City. Other major employers in the City, their products or services and approximate number of employees are set forth below: Employer Product or Service Employees University of Arkansas Colleges/universities 11,115 Washington Regional Medical Center Health care 3,279 Fayetteville School District Public schools 1,514 Veteran's Admin. Medical Health care 1,449 Tyson Mexican Original Retail 789 City of Fayetteville City government 767 Washington County County government 634 Wal-Mart Store #359 Retail 470 Wal-Mart Store #144 Retail 417 Wal-Mart #9149 (optical lab) Manufacturer 396 Source: City of Fayetteville THE SALES AND USE TAX Generally. The Sales and Use Tax is levied under the Election Ordinance pursuant to the authority of the Act. The Sales and Use Tax is levied within the City on all items which are subject to taxation under The Arkansas Gross Receipts Act of 1941 and on the receipts from storing, using or consuming tangible personal property under The Arkansas Compensating (Use) Tax Act of 1949. The Sales and Use Tax is collected only on the gross receipts, gross proceeds or sales price in the maximum amount allowed from time to time under Arkansas law for "single transactions," subject to certain rebates and limitations. Pursuant to the Indenture and the Authorizing Ordinance, the City has pledged the receipts of the Sales and Use Tax (after the deduction of certain administrative charges) to the payment of the Series 2019A Bonds and the Series 2022 Bonds. Pursuant to the terms of the Election Ordinance, the collection of the Sales and Use Tax commenced on October 1, 2019. See "Appendix C — THE SALES AND USE TAX" for a detailed description of the property and services subject to sales and use taxation and the exemptions therefrom. Administration. Pursuant to the State law, the Commissioner of Revenues of the State (the "Commissioner") performs all functions incidental to the administration, collection, enforcement and operation of the Sales and Use Tax. All receipts of the Sales and Use Tax collected, less certain charges payable and retainage 14 due the Commissioner for administrative services in the amount of 3% of the gross receipts of the Sales and Use Tax, shall be remitted by the State Treasurer to the Trustee monthly. See the caption "SUMMARY OF THE INDENTURE —Application of Sales and Use Tax Receipts" herein. In an effort to simplify and modernize the sales and use tax collection process, the State of Arkansas has opted to participate in the Streamlined Sales Tax Agreement, a cooperative effort among states, local governments and the business community. Future Receipts of the Sales and Use Tax. Receipts of the Sales and Use Tax will be contingent upon the sale and use of property and services within the City, which activity is generally dependent upon economic conditions within the City and the surrounding trade area. Also, receipts of the Sales and Use Tax may be affected by changes to transactions exempted from the Sales and Use Tax made by legislation adopted by the General Assembly of the State or by the people of the State in the form of a constitutional amendment or initiated act. In the past the General Assembly of the State has considered new exemptions to sales and use taxes, such as food sales, which, if adopted, would materially reduce receipts of the Sales and Use Tax. The City has no control over actions of the General Assembly or the people of the State and cannot predict whether changes to the Sales and Use Tax may be made. Accordingly, the City cannot predict with certainty the expected amount of receipts of the Sales and Use Tax to the be received and, therefore, there can be no assurance that receipts of the Sales and Use Tax will be sufficient to pay the principal of and interest on the Series 2019A Bonds and Series 2022 Bonds. SUMMARY OF THE INDENTURE The following statements are brief summaries of certain provisions of the Indenture. The statements do not purport to be complete, and reference is made to the Indenture, copies of which are available for examination at the offices of the Finance Director of the City, for a full statement thereof. Funds and Accounts. Receipts of the Sales and Use Tax are pledged by the Indenture to the payment of the principal of and interest on the Bonds. The following Funds and Accounts have been established with the Trustee in connection with the issuance of the Bonds: Funds and Accounts Revenue Fund Bond Fund, and an Interest Account and a Principal Account therein Redemption Fund Cost of Issuance Fund Project Fund, and a Streets Project Account, Trails Project Account, Drainage Project Account, Parks Project Account, City Facilities Project Account, Arts Corridor Project Account, and Firefighting Facilities Project Account therein Rebate Fund Application of Receipts of the Sales and Use Tax. The application of receipts of the Sales and Use Tax is as follows: (a) Revenue Fund. All receipts from the Sales and Use Tax shall, as and when received, be deposited into the Revenue Fund. All moneys at any time in the Revenue Fund shall be applied on a monthly basis to the payment of Debt Service on the Bonds, to the payment of any arbitrage rebate due under Section 148(f) of the Code, to the payment of fees and expenses of the Trustee and any Paying Agent, and to the early redemption of the Bonds, at the times and in the amounts set forth as follows: (b) Bond Fund. Upon receipt, but in no event later than the last day of each month in which receipts of the Sales and Use Tax are deposited in the Revenue Fund, there shall be transferred from the Revenue Fund (i) into the Interest Account of the Bond Fund, an amount equal to 1/6 of the interest on the Outstanding Bonds due on the next interest payment date, and (ii) into the Principal Account of the Bond Fund, an amount equal to 1/12 of the next scheduled principal maturity of Outstanding Bonds (including mandatory sinking fund redemptions). Moneys in the Bond Fund shall be used solely for the purpose of paying Debt Service on the Bonds or for redemption of 15 Bonds, as provided in the Indenture. The Trustee shall withdraw from the Bond Fund, on the date of any principal or interest payment, an amount equal to such payment for the sole purpose of paying the same. If receipts of the Sales and Use Tax in the Revenue Fund are insufficient to make the required monthly payment into the Bond Fund, the amount of any such deficiency in the payment made shall be added to the amount otherwise required to be paid into the Bond Fund not later than last day of the next succeeding month. When the moneys held in the Revenue Fund, the Bond Fund and the Redemption Fund shall be and remain sufficient to pay in full the principal of and interest on all Bonds then Outstanding in accordance with the Indenture, together with the required fees and expenses to be paid or rehnbursed to the Trustee and any Paying Agent, the City shall have no further obligation to make payments into such Funds and the levy of the Sales and Use Tax shall cease. (c) Rebate Fund. The Trustee shall establish and maintain, separate and apart from any other Funds and Accounts established and maintained under the Indenture, the Rebate Fund, which Fund is not pledged to the payment of any Bonds. Subject to transfer to the United States in payment of any arbitrage rebate due under Section 148(f) of the Code, all moneys at any time deposited in the Rebate Fund shall be held by the Trustee in trust, and neither the City nor the Owner of any Bond shall have any rights in or claim to such money. Any amounts remaining in the Rebate Fund after payment in full of the rebate amount owing to the United States, within sixty (60) days after the date on which the last Bond is redeemed, shall be transferred to the Revenue Fund. (d) Redemption Fund. After making the required deposits into the Bond Fund and into the Rebate Fund, and after paying the fees and expenses of the Trustee and any Paying Agent, there shall be paid from the Revenue Fund into the Redemption Fund all remaining moneys in the Revenue Fund (the "Surplus Tax Receipts"). Moneys in the Redemption Fund shall be transferred to the appropriate Principal Account of the Bond Fund at such times as may be necessary to effectuate redemptions of Bonds on the first available redemption date, While any of the Series 2019A Bonds are Outstanding, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2019A Bonds. Following payment in whole of the Series 2019A Bonds at maturity or upon redemption prior to maturity, all Surplus Tax Receipts shall be allocated to the redemption of the Series 2022 Bonds. See the captions "THE SERIES 2022 BONDS — Redemption" and "PROJECTED MANDATORY REDEMPTIONS" herein. (e) Project Fund. Portions of the proceeds of the Series 2022 Bonds shall be deposited in the Streets Project Account, Trails Project Account, Drainage Project Account, Parks Project Account, City Facilities Project Account, Arts Corridor Project Account and Firefighting Facilities Project Account of the Project Fund. See the captions "SOURCES AND USES OF FUNDS" and "THE PROJECTS" herein. Amounts in the various Accounts in the Project Fund shall be expended only for the payment of Project Costs related to the applicable portion of the Project being financed with the proceeds of the Series 2022 Bonds upon the submission of Requisitions by the City to the Trustee. The Trustee shall only make payments from the Project Fund pursuant to and in accordance with Requisitions. Within ninety (90) days following completion of the portion of a Project being financed with a particular series of Bonds, the City shall deliver to the Trustee its Certificate stating that the applicable portion of such Project is complete and the Trustee shall transfer the remaining moneys in the applicable Account of the Project Fund (save and except moneys needed to satisfy unpaid Project Costs) to the Redemption Fund for application to the retirement of the Series 2022 Bonds by redemption or purchase. See the caption "THE SERIES 2022 BONDS — Redemption" herein. (f) Cost of Issuance Fund. A portion of the proceeds of the Series 2022 Bonds shall be deposited to the credit of the Cost of Issuance Fund. The Trustee shall pay those Costs of Issuance as directed by the City pursuant to a Certificate delivered on a Closing Date. After all Costs of Issuance have been paid with respect to the Series 2022 Bonds (and in any event not later than October 1, 2022), any remaining moneys in the Cost of Issuance Fund shall be transferred to the Interest Account of the Bond Fund. Investment of Funds. At the direction of the City or absent such direction, the Trustee shall invest moneys in Funds or Accounts held by the Trustee in Investment Securities with maturity or redemption dates consistent with the times at which said moneys will be required for the purposes provided in the Indenture. Moneys in separate Funds or Accounts may be commingled for the purpose of investment. Valuation of Funds and Accounts. In determining the value of any Fund or Account held by the Trustee under the Indenture, the Trustee shall credit Investment Securities at the fair market value thereof, as determined by the Trustee by any method selected by the Trustee in its reasonable discretion. No less frequently than annually, and illy in any event within thirty (30) days prior to the end of each Fiscal Year, the Trustee shall determine the value of each Fund and Account held under the Indenture and shall report such determination to the City. The Trustee shall sell or present for redemption any Investment Securities as necessary in order to provide money for the purpose of making any payment required under the Indenture, and the Trustee shall not be liable for any loss resulting from any such sale. Responsibility of Trustee. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it at the direction of the City. Instruments of further Assurance. At any and all times the City shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, ordinances, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, pledging, assigning and confirming of all and singular the receipts from the Sales and Use Tax and all other moneys pledged or assigned by the Indenture, or intended so to be, or which the City may become bound to pledge or assign. Tax Covenants. The City shall not use or permit the use of any Bond proceeds or any other funds of the City, directly or indirectly, in any manner, and will not take or permit to be taken any other action or actions which would adversely affect the exclusion of interest on any Bond from gross income for federal income tax purposes. No part of the proceeds of the Series 2022 Bonds shall at any time be used, directly or indirectly, to acquire securities or obligations the acquisition of which would cause any of such Series 2022 Bonds to be an "arbitrage bond" as defined in Sections 148(a) and (b) of the Code. The City agrees that so long as any of the Series 2022 Bonds remain Outstanding, it will comply with the provisions of the applicable Tax Compliance Agreement. Defeasance. Any Bond shall be deemed to be paid within the meaning of the Indenture when payment of the principal of and premium, if any, and interest on such Bond (whether at maturity or upon redemption as provided in the Indenture, or otherwise), either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment or (2) Government Securities (provided that such deposit will not affect the tax-exempt status of the interest on any of the Bonds or cause any of the Bonds to be classified as "arbitrage bonds" within the meaning of Section 148(a) of the Code, as reflected in an opinion of Bond Counsel delivered to the Trustee), maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys to make such payment, and all necessary and proper fees, compensation and expenses of the Trustee and any Paying Agent pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee and any said Paying Agent. In the case of any defeasance of Bonds, the dates of redemption of such Bonds and the principal amounts and maturities of Bonds to be redeemed on such dates will be determined by taking into consideration the applicable redemption requirements with respect to the Bonds to be defeased and the receipts of the Sales and Use Tax for the most recent twelve months. Events of Default. Each of the following events shall constitute and is referred to in the Indenture as an "Event of Default": (a) Default in the due and punctual payment of any interest on any Bond; (b) Default in the due and punctual payment of the principal of or premium, if any, on any Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof, or upon the maturity thereof by declaration; (c) Default in the payment of any other amount required to be paid under the Indenture or the perfonnance or observance of any other of the covenants, agreements or conditions contained in the Indenture, or in the Bonds issued under the Indenture, and continuance thereof for a period of sixty (60) days after written notice specifying such failure and requesting that it be remedied, shall have been given to the City by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of Holders of not less than fifty-one percent (51%) in aggregate principal amount of the Bonds then Outstanding, unless the Trustee, or the Trustee and Holders of an aggregate principal amount of Bonds not less than the aggregate principal amount of Bonds the Holders of which requested such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the 17 applicable period, the Trustee will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within such period and is being diligently pursued; (d) The filing of a petition in bankruptcy by or against the City under the United States Bankruptcy Code or the commencement of a proceeding by or against the City under any other law concerning insolvency, reorganization or bankruptcy; and (e) If the State has limited or altered the rights of the City pursuant to the Act, as in force on the date of the Indenture, to fulfill the teens of any agreements made with the Trustee or the Bondholders or in any way impaired the rights and remedies of the Trustee or the Bondholders while any Bonds are Outstanding. The term "default" as used in clauses (a), (b) and (c) above shall mean default by the City in the performance or observance of any of the covenants, agreements or conditions on its part contained in the Indenture, or in the Bonds Outstanding thereunder, exclusive of any period of grace required to constitute a default an "Event of Default" as described above. Acceleration. Upon the occurrence of an Event of Default, the Trustee may, and upon the written request of the Holders of not less than 5 1 % in aggregate principal amount of Bonds Outstanding shall, by notice in writing delivered to the City, declare the principal of all Bonds then Outstanding, together with any premium and the interest accrued thereon, immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. Other Remedies; Rights of Bondholders. Upon the occurrence of an Event of Default, the Trustee may, as an alternative, pursue any available remedy by suit at law or in equity, including, without limitation, mandamus to enforce the payment of the principal of and premium, if any, and interest on the Bonds then Outstanding. If an Event of Default shall have occurred, and if it shall have been requested so to do by the Holders of 5 1 % in aggregate principal amount of Bonds Outstanding and if it shall have been indemnified as provided in the Indenture, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred upon it by the Indenture as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bondholders. No remedy by the terms of the Indenture conferred upon or reserved to the Trustee (or to the Bondholders) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given under the Indenture or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or Event of Default or acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any default or Event of Default under the Indenture, whether by the Trustee or by the Bondholders, shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereon. Rights and Remedies of Bondholders. No Holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of the Indenture or for the execution of any trust thereof or for the appointment of a receiver or any other remedy thereunder, unless a default has occurred of which the Trustee has been notified as provided in the Indenture, or of which by the Indenture it is deemed to have notice, nor unless such default shall have become an Event of Default and the Holders of not less than 51 % in aggregate principal amount of Bonds Outstanding shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers granted or to institute such action, suit, or proceeding in its own name, nor unless also they have offered to the Trustee indemnity as provided in the Indenture nor unless the Trustee shall thereafter fail or refuse to exercise the powers granted, or to institute such action, suit, or proceeding in its own name; and such notification, request and offer of indemnity are declared in every such case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of the Indenture, and to any action or cause of action for the enforcement of the Indenture or for the appointment of a receiver or for any other remedy thereunder; it being understood and intended that no one or more Holders of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of the Indenture by action of the Holder or Holders or to enforce any right under the Indenture except in the manner therein provided, and that all proceedings at law or in equity shall be instituted, held and maintained in the manner therein provided for the equal benefit of the 18 Holders of all Bonds Outstanding thereunder. Nothing in the Indenture contained shall, however, affect or impair the right of any Bondholders to enforce the payment of the principal of and premium, if any, and interest on any Bonds at and after the maturity thereof, or the obligation of the City to pay the principal of and premium, if any, and interest on each of the Bonds issued under the Indenture to the respective Holders thereof at the time and place in said Bonds expressed. Supplemental Indentures Not Requiring Consent of Bondholders. The City and the Trustee may, from time to time and at any time, without the consent of or notice to the Bondholders, enter into Supplemental Indentures as follows: (a) to cure any formal defect, omission, inconsistency or ambiguity in the Indenture; (b) to grant to or confer or impose upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority, security, liabilities or duties which may lawfully be granted, conferred or imposed and which are not contrary to or inconsistent with the Indenture as theretofore in effect, provided that no such additional liabilities or duties shall be imposed upon the Trustee without its consent; (c) to add to the covenants and agreements of, and limitations and restrictions upon, the City in the Indenture other covenants, agreements, limitations and restrictions to be observed by the City which are not contrary to or inconsistent with the Indenture as theretofore in effect; (d) to confirm, as further assurance, any pledge under, and the subjection to any claim, lien or pledge created or to be created by, the Indenture, of the Trust Estate or of any other moneys, securities or funds; (e) to comply with the requirements of the Trust Indenture Act of 1939, as from time to time amended; (f) to authorize the issuance and sale of one or more series of Additional Bonds; (g) to make such additions, deletions or modifications as may be necessary to assure compliance with Section 148(f) of the Code relating to required rebate to the United States or otherwise as may be necessary to assure exemption from federal income taxation of interest on the Bonds; or (h) to modify, alter, amend or supplement the Indenture in any other respect which is not materially adverse to the Bondholders and which does not involve a change described in clause (a), (b), (c), (d), (e) or (f) above and which, in the judgment of the Trustee, is not to the prejudice of the Trustee. Supplemental Indentures Requiring Consent of Bondholders. Subject to the terms and provisions contained in this paragraph, and not otherwise, the Holders of not less than 2/3 in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in the Indenture to the contrary notwithstanding, to consent to and approve the execution by the City and the Trustee of such indenture or indentures supplemental to the Indenture as shall be deemed necessary and desirable by the City for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any Supplemental Indenture; provided, however, that nothing contained in the Indenture shall permit or be construed as permitting (a) an extension of the maturity (or mandatory redemption date) of the principal of or the interest on any Bond issued thereunder, or (b) a reduction in the principal amount of or redemption premium or rate of interest on any Bond issued thereunder, or (c) the creation of any lien on the Trust Estate or any part thereof, except as expressly permitted in the Indenture, or (d) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Indenture, or (f) depriving the Holder of any Bond then Outstanding of the lien created on the Trust Estate. If, at any time the City shall request the Trustee to enter into any Supplemental Indenture for any of the purposes described above, the Trustee shall, at the expense of the City, cause notice of the proposed execution of such Supplemental Indenture to be mailed by first class mail to each registered owner of the Bonds. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the principal office of the Trustee for inspection by Bondholders. The Trustee shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail such notice, and any such failure shall not affect the validity of such Supplemental Indenture when consented to and approved as provided above. If the Holders of not less than 2/3 in aggregate principal amount of the Bonds Outstanding at the time of the execution of any such Supplemental Indenture shall have consented to and approved the execution thereof, no Holder of any Bond shall 19 have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same or from taking any action pursuant to the provisions thereof. SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT The City has entered into an undertaking in the form of the Continuing Disclosure Agreement as required by the Indenture for the benefit of the Beneficial Owners of the Series 2022 Bonds to cause certain financial information to be sent to certain information repositories annually and to cause notice to be sent to such information repositories of certain specified events, pursuant to the requirements of Section (b)(5)(i) of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule"). The City is a party to multiple continuing disclosure agreements for various bond issues of the City secured by different repayment sources. During the past five years, the City has identified certain instances in which filings were not made as required by such agreements. A listing of such instances, which may not be inclusive, is set forth below. With respect to bonds secured by the City's sales and use tax receipts, by library tax receipts, by parking revenues, and by receipts of a special hotel, motel and restaurant gross receipts tax, the City's audited financial statements for fiscal years 2019 and 2020 were not posted on a timely basis (1 to 3 days late). However, with respect to said sales and use tax bonds and library tax bonds, unaudited financial statements for such fiscal years were timely posted to the EMMA system, and as required by the Rule, upon their availability, the audited financial statements were subsequently posted. With respect to the aforementioned parking revenue bonds and hotel, motel and restaurant gross receipts tax bonds, for fiscal year 2020 only, unaudited financial statements were timely posted to the EMMA system, and as required by the Rule, upon their availability, the audited financial statements for such fiscal year were subsequently posted. The City makes no representation as to the materiality of the continuing disclosure delinquencies and omissions described above. The City has undertaken steps to ensure future compliance with its continuing disclosure obligations. The Continuing Disclosure Agreement contains the following covenants and provisions: (a) The City covenants that it will disseminate, or will cause the Dissemination Agent to disseminate, the Annual Financial Information and the Audited Financial Statements (in the form and by the dates set forth in Exhibit I to the Continuing Disclosure Agreement) by delivering such Annual Financial Information and the Audited Financial Statements to the MSRB within 180 days of the completion of the City's Fiscal Year. The City is required to deliver or cause delivery of such information in Prescribed Form and by such time so that such entity receives the information by the dates specified. (b) Not later than five (5) Business Days prior to the date specified in the preceding paragraph for providing the Annual Financial Information Disclosure to the MSRB, the City shall provide such Annual Financial Information Disclosure to the Dissemination Agent. If by such date the Dissemination Agent has not received a copy of the applicable Annual Financial Information Disclosure, the Dissemination Agent shall contact the applicable Disclosure Representative to determine if the City is in compliance with the preceding paragraph. If the Dissemination Agent is unable to verify that the Annual Financial Information Disclosure has been provided to the MSRB by the date required in the preceding paragraph, the Dissemination Agent shall file a notice to such effect with the MSRB in substantially the form attached as Exhibit III to the Continuing Disclosure Agreement. (c) If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, the City will disseminate or cause dissemination of a statement to such effect as part of its Annual Financial Information for the Fiscal Year in which such event first occurs. (d) If any amendment is made to the Continuing Disclosure Agreement, the Annual Financial Information for the Fiscal Year in which such amendment is made (or in any notice or supplement provided to the MSRB) shall contain a narrative description of the reasons for such amendment and its impact on the type of information being provided. 20 (e) The City covenants that it will disseminate or cause dissemination in a timely manner, not in excess of ten (10) Business Days after the occurrence of the event, of Listed Events Disclosure to the MSRB in Prescribed Form. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Series 2022 Bonds need not be given under the Continuing Disclosure Agreement any earlier than the notice (if any) of such redemption is given to the owners of the Series 2022 Bonds pursuant to the Indenture. The City is required to deliver or cause delivery of such Listed Events Disclosure in the same manner as provided for Annual Financial Information and Audited Financial Statements. (f) The Continuing Disclosure Agreement has been executed in order to assist the Participating Underwriter in complying with the Rule; however, the Continuing Disclosure Agreement shall inure solely to the benefit of the City, the Dissemination Agent, if any, the Trustee and the Beneficial Owners of the Series 2022 Bonds, and shall create no rights in any other person or entity, In the event of a failure of the City to comply with any provision of the Continuing Disclosure Agreement, the Trustee may (and at the request of a Participating Underwriter or the Beneficial Owners of at least 25% in aggregate outstanding principal amount of the Series 2022 Bonds, and upon being indemnified to its satisfaction, shall) or the Beneficial Owner of any Series 2022 Bond may seek specific performance by court order to cause the City to comply with its obligations under the Disclosure Agreement. A default under the Disclosure Agreement shall not be deemed an Event of Default under the Indenture or any other agreement, and the sole remedy under the Disclosure Agreement in the event of any failure of the City or the Dissemination Agent to comply with the Disclosure Agreement shall be an action to compel performance. (g) The Undertaking of the City pursuant to the Continuing Disclosure Agreement shall be terminated when the City shall no longer have any legal liability for any obligation on or relating to the repayment of the Series 2022 Bonds. The City shall give notice to the MSRB, or shall cause the Dissemination Agent to give such notice, in a timely manner and in Prescribed Form in such event. (h) The City and the Dissemination Agent may amend the Continuing Disclosure Agreement, and any provision of the Continuing Disclosure Agreement may be waived, if (i) the amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the City or type of business conducted; (ii) the Continuing Disclosure Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; (iii) the amendment or waiver does not materially impair the interests of the Beneficial Owners of the Series 2022 Bonds, as determined either by parties unaffiliated with the City (such as the Trustee) or by an approving vote of the Beneficial Owners of the Series 2022 Bonds holding a majority of the aggregate principal amount of the Series 2022 Bonds (excluding Series 2022 Bonds held by or on behalf of the City or its affiliates) pursuant to the terms of the Indenture at the time of the amendment; or (iv) the amendment or waiver is otherwise permitted by the Rule. (i) The following terms used under this caption shall have the meanings set forth below: "Annual Financial Information" means receipts of the Sales and Use Tax for the latest Fiscal Year and for the four previous Fiscal Years. "Annual Financial Information Disclosure" means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in subsection (a) above. "Audited Financial Statements" means the audited consolidated financial statements of the City, prepared pursuant to generally accepted accounting standards and as described in Exhibit I to the Continuing Disclosure Agreement. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2022 Bonds (including persons holding Series 2022 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2022 Bonds for federal income tax purposes. "Business Day" means any day other than a Saturday or Sunday or a day on which banks in the State of Arkansas or in the state in which the Dissemination Agent is located are not open for business. "Commission" means the U.S. Securities and Exchange Commission. 21 "Disclosure Representative" means the City's Finance Director, or his or her designee, or such other person as the City shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean Simmons Bank, Pine Bluff, Arkansas, acting in its capacity as a dissemination agent under the Continuing Disclosure Agreement, or any successor dissemination agent designated in writing by the City and which has filed with the Trustee a written acceptance of such designation. "EMMA " means the Electronic Municipal Market Access facility for municipal securities disclosure of the "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Financial Obligation" means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as a security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation does not include municipal securities as to which a final official statement has been otherwise provided to the MSRB under the Rule. "Fiscal Year" means any period of twelve (12) consecutive months adopted by the City as its fiscal year for financial reporting purpose. The Fiscal Year of the City presently ends on December 31 of each year. above. "Listed Event" means the occurrence of any of the following events with respect to the Series 2022 Bonds: (i) Principal and interest payment delinquencies; (ii) Nonpayment -related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; (vii) Modifications to rights of security holders, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the securities, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the City; (xiii) The consummation of a merger, consolidation or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (xv) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or similar events under the terns of a Financial Obligation of the City, any of which reflect financial difficulties. "Listed Events Disclosure" means dissemination of a notice of a Listed Event as set forth in subsection (e) 22 "MSRB" shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 15B(b)(1) of the 1934 Act. "Participating Underwriter" means each broker, dealer or municipal securities dealer acting as an underwriter in any primary offering of the Series 2022 Bonds. "Prescribed Form " means, with regard to the filing of Annual Financial Information, Audited Financial Statements and notices of Listed Events with the MSRB at www.emma.msrb.org (or such other address or addresses as the MSRB may from time to time specify), such electronic format, accompanied by such identifying information, as shall have been prescribed by the MSRB and which shall be in effect on the date of filing of such information. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission ("SEC") under the Exchange Act, as the same may be amended from time to time. "State" means the State of Arkansas. "Undertaking" means the obligations of the City pursuant to subsections (a) and (e) above. UNDERWRITING Under a bond purchase agreement entered into by and among the City and Stephens Inc. (the "Underwriter"), the Series 2022 Bonds are being purchased at a purchase price of $75,145,882.05 (representing the stated principal amount of the Series 2022 Bonds plus a net reoffering premium of $1,173,865.05 and less an underwriting discount of $367,983.00). The bond purchase agreement provides that the Underwriter will purchase all of the Series 2022 Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Series 2022 Bonds is subject to various conditions contained in the bond purchase agreement, including the absence of pending or threatened litigation questioning the validity of the Series 2022 Bonds or any proceedings in connection with the issuance thereof, and the absence of material adverse changes in the financial condition of the City. Mark C. Doramus, Chief Financial Officer of the Underwriter, serves on the Board of Directors of the Trustee. The Underwriter intends to offer the Series 2022 Bonds to the public initially at the offering prices as set forth on the inside cover page of this Official Statement, which offering prices (or bond yields establishing such offering prices) may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Series 2022 Bonds to the public, and may offer the Series 2022 Bonds to such dealers and other underwriters at a price below the public offering price. The City has agreed to indemnify the Underwriter against certain civil liabilities in connection with the offering and sale of the Series 2022 Bonds, including certain liabilities under federal securities laws. The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage services. The Underwriters and its affiliates have, from time to time, performed and may in the future perform, various financial advisory, commercial banking, investment banking and swap counterparty services for the City, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities, which may include credit default swaps) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the City. TAX MATTERS General Matters Federal Income Taxes. In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Series 2022 Bonds (including any original issue discount properly allocable to the owner of a Series 2022 Bond) is excluded from the gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. The opinion described in the preceding sentence assumes the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of the Code that must be met subsequent to the issuance of the Series 2022 23 Bonds. Failure to comply with such requirements could cause interest on the Series 2022 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2022 Bonds. The City has covenanted to comply with such requirements. Tax Treatment of Original Issue Discount. The Series 2022 Bonds maturing on November 1, 2032 are being sold at an original issue discount (collectively, the "OID Bonds," and individually, the "OID Bonds"). The difference between the initial public offering prices, as set forth on the inside cover page hereof, of such OID Bonds and their stated amounts to be paid at maturity constitutes original issue discount treated as interest that is excluded from gross income for federal income tax purposes, subject to the caveats and provisions described above. In the case of an owner of an OID Bond, the amount of original issue discount which is treated as having accrued with respect to such OID Bond is added to the cost basis of the owner in determining, for federal income tax purposes, gain or loss upon disposition of such OID Bond (including its sale, redemption or payment at maturity). Amounts received upon disposition of such OID Bond which are attributable to accrued original issue discount will be treated as tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate detennined by reference to the yield to maturity of each individual OID Bond bearing original issue discount, on days which are determined by reference to the maturity of such OID Bond. The amount treated as original issue discount on such OID Bond for a particular semiannual accrual period is equal to (i) the product of (a) the yield to maturity for such OID Bond (determined by compounding at the close of each accrual period) and (b) the amount which would have been the tax basis of such OID Bond at the beginning of the particular accrual period if held by the original purchaser, (ii) less the amount of any payments on such OID Bond during the accrual period. The tax basis is detennined by adding to the initial public offering price on such OID Bond the sum of the amounts which would have been treated as original issue discount for such purposes during all prior periods. If such OID Bond is sold between semiannual compounding dates, original issue discount which would have accrued for that semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of OID Bonds should consult their own tax advisors with respect to the determination for federal income tax purposes of original issue discount accrued with respect to OID Bonds as of any date, with respect to the accrual of original issue discount for such OID Bonds purchased in the secondary markets and with respect to the state and local tax consequences of owning OID Bonds. Tax Treatment of Original Issue Premium, The Series 2022 Bonds maturing on November 1, 2022, 2023, 2024, 2025 and 2026 are being sold at an original issue premium (collectively, the "Premium Bonds," and individually, a "Premium Bond"). Under the Code, the difference between the principal amount of a Premium Bond and the cost basis of such Premium Bond to an owner thereof is "bond premium." Under the Code, bond premium is amortized over the term of a Premium Bond (i.e., the maturity date of a Premium Bond or its earlier call date) for federal income tax purposes. An owner of a Premium Bond is required to decrease his or her basis in such Premium Bond by the amount of the amortizable bond premium attributable to each taxable year (or portion thereof) he or she owns such Premium Bond. The amount of the amortizable bond premium attributable to each taxable year is determined on an actuarial basis at a constant interest rate determined with respect to the yield on a Premium Bond compounded on each interest payment date. The amortizable bond premium attributable to a taxable year is not deductible for federal income tax purposes. Owners of Premium Bonds (including purchasers of Premium Bonds in the secondary market) should consult their own tax advisors with respect to the precise determination for federal income tax purposes of the treatment of bond premium upon sale, redemption or other disposition of Premium Bonds and with respect to the state and local consequences of owning and disposing of Premium Bonds, Bond Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the Series 2022 Bonds. The accrual or receipt of interest on the Series 2022 Bonds may otherwise affect the federal income tax liability of the owners of the Series 2022 Bonds. The extent of these other tax consequences will depend upon such owner's particular tax status and other items of income or deduction. Bond Counsel has expressed no opinion regarding any such consequences. Purchasers of the Series 2022 Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of Social Security or Railroad Retirement benefits, taxpayers otherwise entitled to claim the earned income credit, taxpayers entitled to claim the 24 refundable credit in Section 36B of the Code for coverage under a qualified health plan, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or owning the Series 2022 Bonds. Recognition of Income Generally. Section 451 of the Code was amended by Pub. L. No. 115-97, enacted December 22, 2017 (sometimes referred to as the Tax Cuts and Jobs Act), to provide that taxpayers using an accrual method of accounting for federal income tax purposes generally will be required to include certain amounts in income, including original issue discount and market discount, no later than the time such amounts are reflected on certain financial statements of such taxpayer. Investors should consult their own tax advisors regarding the application of this rule and its impact on the timing of the recognition of income related to the Series 2022 Bonds under the Code. Backup Withholding. As a result of the enactment of the Tax Increase Prevention and Reconciliation Act of 2005, interest on tax-exempt obligations such as the Series 2022 Bonds is subject to information reporting in a manner similar to interest paid on taxable obligations. Backup withholding may be imposed on payments made to any bondholder who fails to provide certain required information, including an accurate taxpayer identification number, to any person required to collect such information pursuant to Section 6049 of the Code. The reporting requirement does not in and of itself affect or alter the excludability of interest on the Series 2022 Bonds from gross income for federal income purposes or any other federal tax consequence of purchasing, holding or selling tax- exempt obligations. Changes in Federal and State Tax Law From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal tax matters referred to under this heading "TAX MATTERS" or adversely affect the market value of the Series 2022 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Series 2022 Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2022 Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2022 Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2022 Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. State Taxes Bond Counsel is of the opinion that, under existing law, the interest on the Series 2022 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. RATING S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC ("S&P"), has assigned a rating of "AA-" (stable outlook) to the Series 2022 Bonds. Such rating reflects only the view of S&P at the time such rating was given, and the City makes no representation as to the appropriateness of such rating. An explanation as to the significance of the above rating may be obtained only from S&P. The City has furnished S&P certain information and materials relating to the Series 2022 Bonds and the City, some of which have not been included in this Official Statement. Generally, rating agencies base their ratings on such information and materials and investigations, studies and assumptions furnished to and obtained and made by the rating agencies. There is no assurance that a particular rating will be maintained for any given period of time or that it may not be lowered, raised or withdrawn entirely by S&P if, in its judgment, circumstances so warrant. Neither the City nor the Underwriter have undertaken any responsibility to oppose any such revision or withdrawal. Any downward change in or withdrawal of a rating may have an adverse effect on the market price and marketability of the Series 2022 Bonds. No application has been made to any Rating Agency other than S&P for a rating on the Series 2022 Bonds. 25 LEGAL MATTERS Legal Opinions. Legal matters incident to the authorization and issuance of the Series 2022 Bonds are subject to the unqualified approving opinion of Kutak Rock LLP, Little Rock, Arkansas, Bond Counsel, a copy of whose approving opinion will be delivered with the Series 2022 Bonds and a form of which is attached hereto as Appendix A. Certain legal matters will be passed upon for the City by its counsel, Kit Williams, Esq., City Attorney. Litigation. There is no litigation pending seeking to restrain or enjoin the issuance or delivery of the Series 2022 Bonds or questioning or affecting the legality of the Series 2022 Bonds or the proceedings and authority under which the Series 2022 Bonds are to be issued, or questioning the right of the City to issue the Series 2022 Bonds. There is no action, suit or proceeding known to be pending or threatened, restraining or enjoining the City in any way which could have a material adverse effect on the Sales and Use Tax or the City's ability to pay debt service with respect to the Series 2022 Bonds. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or owners of any of the Series 2022 Bonds. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The information contained in this Official Statement has been taken from sources considered to be reliable, but is not guaranteed. To the best of the knowledge of the City, this Official Statement does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated herein, or necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. The execution and delivery of this Official Statement has been duly authorized by the City of Fayetteville, Arkansas. CITYfiF FAYEI TEVILLY, ARKANSAS Mayor 27 [THIS PAGE INTENTIONALLY BLANK] 28 APPENDIX A Proposed Form of Bond Counsel Opinion Upon delivery of the Series 2022 Bonds in definitive form, Kutak Rock LLP, Little Rock, Arkansas, proposes to deliver its approving opinion in substantially the following form: ,2022 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Fayetteville, Arkansas $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance and sale by the City of Fayetteville, Arkansas (the "City"), a political subdivision of the State of Arkansas, of its $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"). The Series 2022 Bonds are being issued pursuant to the provisions of the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and Arkansas Code Annotated (1998 Repl. & Supp. 2021) §§14-164-301 et seq. (as from time to time amended, the "Local Government Bond Act"), pursuant to Ordinance No. 6563 of the City, duly adopted and approved on May 3, 2022 (the "Authorizing Ordinance"), and pursuant to a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), by and between the City and Simmons Bank, as trustee (the "Trustee"). Reference is hereby made to the Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the conditions for the issuance of parity indebtedness by the City, with respect to the nature and extent of the security for the Series 2022 Bonds, the rights, duties and obligations of the City, the Trustee and the Holders of the Series 2022 Bonds, and the terms upon which the Series 2022 Bonds are issued and secured. At a special election held April 9, 2019, called in accordance with the Local Government Bond Act pursuant to Ordinance No. 6216 of the City, adopted on December 18, 2018 (the "Election Ordinance"), the issuance of capital improvement bonds secured by the Sales and Use Tax (as defined in the Indenture) was approved by a majority of the qualified electors of the City voting on each of the ten questions set forth on the ballot in the respective principal amounts and for the specified purposes therein described. Reference is made to an opinion of even date herewith of Kit Williams, Esq., City Attorney, a copy of which is on file with the Trustee, with respect, among other matters, to the status and valid existence of the City, the power of the City to adopt the Election Ordinance and the Authorizing Ordinance and to enter into and perform its obligations under the Indenture, the valid adoption of the Election Ordinance and the Authorizing Ordinance, and the due authorization, execution and delivery of the Indenture by the City, and with respect to the Indenture being enforceable upon the City. A-1 We have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Election Ordinance, the Authorizing Ordinance and the Indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a municipal corporation of the State of Arkansas. Pursuant to the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and the Local Government Bond Act, the City is empowered to adopt the Election Ordinance and the Authorizing Ordinance, to execute and deliver the Indenture, to perform the agreements on its part contained therein, and to issue the Series 2022 Bonds. 2. The Authorizing Ordinance has been duly adopted by the City and constitutes a valid and binding obligation of the City enforceable upon the City in accordance with its terms. 3. The Indenture has been duly authorized, executed and delivered by the City and is a valid and binding obligation of the City enforceable upon the City in accordance with its terms. 4. The Series 2022 Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City payable from and secured by a valid lien on and pledge of the Trust Estate (as defined in the Indenture), including receipts of the Sales and Use Tax (as defined in the Indenture), hi the manner and to the extent provided in the Indenture. Such lien and pledge are made on a parity basis with the existing lien and pledge of the Trust Estate securing the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A. The City is duly authorized to pledge such Trust Estate, and no further action on the part of the City or any other party is required to perfect the same or the interest of the owners of the Series 2022 Bonds therein. 5. The Sales and Use Tax has been validly adopted in accordance with the Constitution and laws of the State of Arkansas, including Amendment 62 and the Local Government Bond Act, and may be validly pledged to secure the Series 2022 Bonds. 6. Interest on the Series 2022 Bonds (including any original issue discount properly allocable to the owner of a Series 2022 Bonds) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. The opinions described in the preceding sentence assume the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be met subsequent to the issuance of the Series 2022 Bonds. Failure to comply with such requirements could cause interest on the Series 2022 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2022 Bonds. The City has covenanted to comply with such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Series 2022 Bonds. 7. The interest on the Series 2022 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. 8. The Series 2022 Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended, in connection with the offer and sale of the Series 2022 Bonds. A-2 It is to be understood that the rights of the registered owners of the Series 2022 Bonds and the enforceability of the Series 2022 Bonds, the Authorizing Ordinance and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, A-3 [THIS PAGE INTENTIONALLY BLANK] APPENDIX B DEFINITIONS OF CERTAIN TERMS The following are definitions of certain terms used in this Official Statement: "Account" means an Account established by Article V of the Indenture. "Act" or "Local Government Bond Act" means the Local Government Bond Act of 1985, codified as Arkansas Code Annotated (1998 Repl. & Supp. 2021) Sections 14-164-301 et seq., as from time to time amended. "Additional Bonds" means Bonds in addition to the Series 2019A Bonds and Series 2022 Bonds which are issued under the provisions of the Indenture. "Amendment 62" means Amendment No. 62 to the Constitution of Arkansas, approved by the voters of the State on November 6, 1984. "Annual Debt Service" means, with respect to all or any particular amount of Bonds, the Debt Service for any particular Fiscal Year required to be paid or set aside during such Fiscal Year, less the amount of such payment which is provided from the proceeds of Bonds or from sources other than Sales and Use Tax receipts. "Arts Corridor Project" means the acquisition, design, construction and equipping of certain cultural arts corridor and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $31,685,000. "Authorized Representative" means either the Mayor or the Finance Director of the City and such additional persons as from time to time may be designated to act on behalf of the City by a Certificate furnished to the Trustee containing the specimen signature thereof and executed on behalf of the City by its Mayor. "Authorizing Ordinance" means Ordinance No. 6563, adopted by the City on May 3, 2022, which authorized the issuance of the Series 2022 Bonds pursuant to the Indenture. "Beneficial Owner" means any Person who acquires beneficial ownership interest in a Bond held by the Securities Depository. In determining the Beneficial Owner of any Bond, the Trustee may rely exclusively upon written representations made and information given to the Trustee by the Securities Depository or its Participants with respect to any Bond held by the Securities Depository in which a beneficial ownership interest is claimed. "Bond Counsel" means any firm of nationally recognized municipal bond counsel selected by the City and acceptable to the Trustee. "Bond Fund" means the fund by that name created and established in the Indenture. "Bonds" means the Series 2019A Bonds, Series 2022 Bonds and all Additional Bonds issued by the City pursuant to the Indenture. "Book -Entry System" means the book -entry system maintained by the Securities Depository and described in the Indenture. "Business Day" means any day other than (a) a Saturday or Sunday, (b) a day on which commercial banks in New York, New York, or the city in which the principal corporate trust office of the Trustee is located are authorized or required by law or executive order to close, or (c) a day on which the New York Stock Exchange or the Securities Depository is closed. "Certificate" means a document signed by an Authorized Representative of the City attesting to or acknowledging the circumstances or other matters therein stated. "City" means the City of Fayetteville, Arkansas, a municipality and political subdivision under the laws of the State of Arkansas. "City Clerk" means the person holding the office and performing the duties of the City Clerk of the City. "City Facilities Project" means the renovating and refurbishing of certain City buildings and grounds and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $3,170,000. 01 "Closing Date" means, with respect to any series of Bonds, the date upon which there is an exchange of such series of Bonds for the proceeds representing the purchase price for such series of Bonds by the Original Purchaser or Purchasers thereof. "Code" means the Internal Revenue Code of 1986, as from time to time amended, and applicable regulations issued or proposed thereunder. "Completion Date" means the date upon which a particular Project (or portion thereof) is first ready for normal continuous operation, as determined by the City's Finance Director. "Continuing Disclosure Agreement" means, collectively, each Continuing Disclosure Agreement between City and the Dissemination Agent, dated the date of issuance and delivery of a series of Bonds, as originally executed and as amended from time to time in accordance with the terms thereof. "Costs of Issuance" means all items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, including, but not limited to, underwriting discounts, fees and expenses, election expenses, publication expenses, expenses of printing, reproducing, filing and recording documents, initial fees and charges of the Trustee and any Paying Agent, fees and expenses for legal, accounting and other professional services, rating fees, costs of securing any credit enhancement for the Bonds, costs of execution, transportation and safekeeping of the Bonds, and other costs, charges and fees incurred in connection with the foregoing. "Costs of Issuance Fund" means the fund by that name created and established in the Indenture. "Debt Service" means, with respect to all or any particular amount of Bonds, the total as of any particular date of computation and for any particular period of the scheduled amount of interest and amortization of principal payable on such Bonds, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Dissemination Agent" means the entity named as dissemination agent in each Continuing Disclosure Agreement entered into in connection with the issuance of a series of Bonds. "Drainage Project" means the design, construction, reconstruction, repair, retrofitting, extension, enlargement and equipping of certain City drainage facilities and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $15, 840,000. "Election Ordinance" means Ordinance No. 6216, adopted by the City Council on December 18, 2018, pursuant to which there was submitted to the qualified electors of the City the ten questions relating to the issuance of the Bonds. "Event of Default" means any event of default specified in Section 801 of the Indenture. "Firefighting Facilities Project" means the acquisition, design, construction and equipping of certain City firefighting facilities and related improvements, and the acquisition of certain firefighting vehicles and equipment, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $15,840,000. "Fiscal Year" means the 12-month period used, at any time, by the City for accounting purposes, which may be the calendar year. "Fund" means a fund established by the Indenture. "Government Securities" means (a) direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America, (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated. B-2 "Holder" or `Bondholder" or "owner of the Bonds" means the registered owner of any Bond, "Indenture" means the Trust Indenture dated as of August 1, 2019, as supplemented and amended by the Fast Supplemental Trust Indenture dated as of June 1, 2022, between the City and the Trustee, pursuant to which the Bonds are issued, and any amendments and supplements thereto. "Investment Securities" means, if and to the extent the same are at the time legal for investment of Funds and Accounts held under the Indenture: (a) cash (fully insured by the Federal Deposit Insurance Corporation); (b) Government Securities; (c) Federal Housing Administration debentures; (d) The obligations of the following government -sponsored agencies which are not backed by the full faith and credit of the United States of America: 1) Federal Home Loan Mortgage Corporation (FHLMC) senior debt obligations and Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); 2) Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system -wide bonds and notes; 3) Federal Home Loan Banks (FHL Banks) consolidated debt obligations; and 4) Federal National Mortgage Association (FNMA) senior debt obligations and mortgage -backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); (e) Unsecured certificates of deposit, time deposits, and bankers' acceptances (having maturities of not more than 365 days) of any bank the short-term obligations of which are rated "A-1+" or better by S&P and "Prime-1" by Moody's; (f) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation, in banks which have capital and surplus of at least $15 million; (g) Commercial paper (having original maturities of not more than 270 days) rated "A-1+" by S&P and "Prime-1" by Moody's; (h) Money market funds rated "Aam" or "AAm-G" by S&P, or better and if rated by Moody's rated "Aa2" or better; (i) "State Obligations", which means: 1) Direct general obligations of any state of the United States of America or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated at least "A3" by Moody's and at least "A-" by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated; 2) Direct general short -tern obligations of any state agency or subdivision or agency thereof described in (a) above and rated "A-1+" by S&P and "MIG-1" by Moody's; and 3) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state or state agency described in (b) above and rated "AA-" or better by S&P and "Aa3" or better by Moody's; B-3 0) Pre -refunded municipal obligations rated "AAA" by S&P and "Aaa" by Moody's meeting the following requirements: 1) the municipal obligations are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions; 2) the municipal obligations are secured by cash or U.S. Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations; 3) the principal of and interest on the U.S. Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations ("Verification Report"); 4) the cash or U.S. Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations; 5) no substitution of a U.S. Treasury Obligation shall be permitted except with another U.S. Treasury Obligation and upon delivery of a new Verification Report; and 6) the cash or U.S. Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent. "Mayor" means the person holding the office and performing the duties of the Mayor of the City. "Original Purchaser" means the first purchaser(s) of a series of the Bonds from the City. "Outstanding" means, as of any date of computation, Bonds theretofore or thereupon being delivered under the Indenture, except: (a) Bonds cancelled at or prior to such date or delivered to or acquired by the Trustee at or prior to such date for cancellation; (b) Bonds deemed to be paid in accordance with Article VII of the Indenture; and (c) Bonds in lieu of or in exchange or substitution for which other Bonds shall have been authenticated and delivered pursuant to the Indenture. "Parks Project" means the acquisition, design, construction and equipping of certain City parks systems and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $26,405,000. "Participants" means those financial institutions for whom the Securities Depository effects book -entry transfers and pledges of securities deposited with the Securities Depository in the Book -Entry System, as such listing of Participants exists at the time of such reference. "Paying Agent" means any bank or trust company named by the City as the place at which the principal of and premium, if any, and interest on the Bonds are payable. "Person" means any natural person, fim, association, corporation, limited liability company, partnership, joint stock company, joint venture, trust, unincorporated organization or firm, or a government or any agency or political subdivision thereof or other public body. "Projects" means, collectively, the Streets Project, the Trails Project, the Drainage Project, the Parks Project, the Economic Facilities Project, the City Facilities Project, the Arts Corridor Project and the Firefighting Facilities Project. "Project Costs" means, to the extent permitted by the Act or other applicable laws, with respect to the Projects, all costs of planning, designing, purchasing, acquiring, constructing, improving, enlarging, extending, repairing, financing and placing in operation, including obtaining governmental approvals, certificates, permits and licenses with respect thereto, heretofore or hereafter paid or incurred by or on behalf of the City and which shall include, but shall not be limited to: (a) interest accruing in whole or in part on the Bonds prior to and during construction of the Projects, including all amounts required by the Indenture to be paid from the proceeds of the Bonds into the Bond Fund; (b) preliminary investigation and development costs, engineering fees, contractors' fees, labor costs, the cost of materials, equipment, utility services and supplies, costs of obtaining permits, licenses and approvals, costs of real property, insurance premiums, legal and financing fees and costs, administrative and general costs, and all other costs properly allocable to the acquisition, construction and equipping of the Projects and placing the same in operation; (c) all costs relating to injury and damage claims arising out of the acquisition, construction or equipping of the Projects; (d) all other costs incurred in connection with, and properly allocable to, the acquisition, construction and equipping of the Projects; and (e) amounts to pay or reimburse the City or any City fund for expenses of the City incident and properly allocable to such planning, designing, purchasing, acquiring, constructing, improving, enlarging, extending, repairing, financing and placing in operation of the Projects. "Project Fund" means the fund by that name created and established in the Indenture. "Rating Agency" means Moody's Investors Service, S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, or Fitch, Inc., and their respective successors and assigns. If any such corporation ceases to act as a securities rating agency, the City may appoint any nationally recognized securities rating agency as a replacement. "Rebate Fund" means the fund by that name created and established in the Indenture. "Record Date" means the fifteenth day of the calendar month preceding the calendar month in which an interest payment date on the Bonds occurs. "Redemption Fund" means the fund by that name established in the Indenture. "Requisition" means a written requisition of the City, consecutively numbered, signed by an Authorized Representative including, without limitation, the following with respect to each payment requested: (i) the particular Project to which it relates; (ii) the name of the Person or party to whom payment is to be made and the purpose of the payment; (iii) the amount to be paid thereunder; (iv) that such amount has not been previously paid by the City and is justly due and owing to the Person(s) named therein as a proper payment or reimbursement of a Project Cost; and (v) that no Event of Default exists under the Indenture and that, to the knowledge of the Authorized Representative, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. "Revenue Fund" means the fund by that name created and established in the Indenture. "Sales and Use Tax" means the one percent (1.00%) city-wide sales and use tax authorized under the Act which has been levied within the City pursuant to the Election Ordinance and approved by the voters of the City, the WE collection of which tax commenced on October 1, 2019. Receipts of the Sales and Use Tax are pledged to the payment of Debt Service on the Bonds. "Securities Depository" means The Depository Trust Company, New York, New York, or its nominee, and its successors and assigns, or any other depository institution appointed by the City or the Trustee to act as depository for the Bonds in connection with the Book -Entry System. "Series 2019A Bonds" means the City's Sales and Use Tax Capital Improvement and Refunding Bonds, Series 2019A, issued under and secured by this Indenture in the original aggregate principal amount of $124,425,000. "Series 2022 Bonds" means the City's Sales and Use Tax Capital Improvement Bonds, Series 2022, issued under and secured by this Indenture in the original aggregate principal amount of $74,340,000. "State" means the State of Arkansas. "Streets Project" means the acquisition, design, construction, reconstruction, repair, resurfacing, straightening and widening of certain City streets and related improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $73,925,000. "Supplemental Indenture" means any indenture supplemental to or amendatory of the Indenture. "Surplus Tax Receipts" shall have the meaning ascribed to such term in Section 503 of the Indenture. "Tax Compliance Agreement" means with respect to any series of tax-exempt Bonds, that Tax Compliance Agreement of the City relating to maintenance of the excludability of interest on such Bonds from gross income for federal income tax purposes, delivered in connection with the issuance of such series of Bonds. "Trails Project" means the acquisition, design, construction, reconstruction, extension and equipping of certain City trail system improvements, as described in the Election Ordinance and eligible for financing with the proceeds of the Bonds in aggregate principal amount not to exceed $6,865,000. "Trustee" means the banking corporation or association designated as Trustee in the Indenture, and its successor or successors as such Trustee. The original Trustee is Simmons Bank, Pine Bluff, Arkansas. "Trust Estate" means the property described in the granting clauses of the Indenture. APPENDIX C THE SALES AND USE TAX Sales Tax. The sales tax portion of the Sales and Use Tax is generally levied upon the gross proceeds and receipts derived from all sales to any Person within the City of the following: (a) Tangible personal property; (b) Specified digital products; (c) Digital codes; (d) Natural or artificial gas, electricity, water, ice, steam, or any other utility or public service except transportation services, sewer services and sanitation or garbage collection services; (e) Any intrastate, interstate, and international telecommunications service that is sourced in the State, any ancillary service, and any installation, maintenance, or repair service of telecommunications equipment; (f) Service of furnishing rooms, suites, condominiums, townhouses, rental houses, or other accommodations by hotels, apartment hotels, lodging houses, tourist camps, tourist courts, property management companies, accommodations intermediaries, or any other provider of accommodations to transient guests; (g) Service of cable television, community antenna television, and any and all other distribution of television, video, or radio services with or without the use of wires provided to subscribers, paying customers or users, including all service charges and rental charges, and including installation and repair service charges and any other charges having any connection with the providing of the said services; provided, however, sales taxes are not levied on services purchased by radio or television providers for use in providing their services; (h) Service of initial installation, alteration, addition, cleaning, refinishing, replacement, and repair of motor vehicles, aircraft, farm machinery and implements, motors of all kinds, tires and batteries, boats, electrical appliances and devices, furniture, rugs, flooring, upholstery, household appliances, televisions and radios, jewelry, watches and clocks, engineering instruments, medical and surgical instruments, machinery of all kinds, bicycles, office machines and equipment, shoes, tin and sheet metal, mechanical tools, and shop equipment; however, the tax does not apply to (A) coin operated car washes; (B) the repair or maintenance of railroad parts, railroad cars, and equipment brought into the City solely and exclusively for the purpose of being repaired, refurbished, modified, or converted within the City; (C) services performed on watches and clocks which are received by mail or common carrier from outside the State and which, after the service is performed, are returned to points outside the State; (D) the service of alteration, addition, cleaning, refinishing, replacement or repair of commercial jet aircraft or commercial jet aircraft components or subcomponents; (E) the repair or remanufacture of industrial metal rollers or platens that have a remanufactured nonmetallic material covering on all or a part of the roller or platen surface; (F) services performed by a temporary or leased employee or other contract laborer on items owned or leased by the employer; or (G) the initial installation, alteration, addition, cleaning, refinishing, replacement or repair of nonmechanical, passive or manually operated components of buildings or other improvements or structures affixed to real estate; (i) Service of providing transportation or delivery of money, property or valuables by armored car; service of providing cleaning or janitorial work; service of pool cleaning and servicing; pager services; telephone answering services; landscaping and non-residential lawn care services; service of parking a motor vehicle or allowing a motor vehicle to be parked; service of storing a motor vehicle; service of storing furs; service of providing indoor tanning at a tanning salon; wrecker and towing services; service of collecting and disposing of solid waste; parking lot and gutter cleaning services; dry cleaning and laundry services; industrial laundry services; body piercing, tattooing, and electrolysis services; pest control services; security and alarm monitoring services; boat storage and docking fees; service of furnishing camping spaces or trailer spaces at public or privately owned campgrounds, except for federal campgrounds, on less than a month -to -month basis; locksmith services; and pet grooming and kennel services; 0) Printing of all kinds, types, and characters, including the service of overprinting, and photography of all kinds; C-1 (k) Tickets or admissions to places of amusement, or to athletic, entertainment or recreational events, or fees for access to or the use of amusement, entertainment, athletic or recreational facilities; (1) Dues and fees to health spas, health clubs, and fitness clubs; and dues and fees to private clubs which hold any permit from the Alcoholic Beverage Control Board allowing the sale, dispensing, or serving of alcoholic beverages of any kind on the premises; (m) Beer, wine, liquor, or any intoxicating beverages; (n) Proceeds derived from the business of owning, operating, or leasing of coin -operated pinball. machines, coin -operated music machines, coin -operated mechanical games, and similar devices; (o) Contracts, including service contracts, maintenance agreements and extended warranties, which in whole or in part provide for the future performance of or payment for services which are subject to the sales tax; (p) Any device used in playing bingo and any charge for admittance to facilities or for the right to play bingo or other games of chance; (q) Computer software, including prewritten computer software, but not proceeds fi•om the sale of a software maintenance contract; (r) Service of repairing or maintaining computer equipment or hardware; (s) Prepaid calling service or a prepaid wireless calling service; (t) Lease or rental of a portable toilet on a short-term or a long-term basis; (u) Fishing guide services; (v) New or used heavy equipment; and (w) Withdrawals from stock. Exemptions front Sales Tax. As summarized below, several types of transactions have been exempted from the sales tax by the General Assembly of the State. Some of the current exemptions include the sale of (a) Tangible personal property, specified digital products, a digital code, or services by churches, except where such organizations may be engaged in business for profit; (b) Tangible personal property, specified digital products, a digital code, or services by charitable organizations, except where such organizations may be engaged in business for profit; (c) Foodstuffs in public, common, high school, or college cafeterias and lunch rooms operated primarily for teachers and pupils, and not operated primarily for the public or for profit; (d) Newspapers; (e) Property or services to the United States Government; motor vehicles and adaptive equipment to disabled veterans who have purchased said vehicles or adaptive equipment with financial assistance of the Veterans Administration; specified digital products, digital code, or tangible personal property to and leasing to the Salvation Army, Heifer Project International, Inc., Habitat for Humanity, Arkansas Symphony Orchestra Society, Inc., the Arkansas Black Hall of Fame Foundation, Inc., the Arkansas Search Dog Association, Inc., the Boy Scouts of America, the Girl Scouts of America or any of the Scout Councils in the State, to the Boys & Girls Club of America, to the Poets' Roundtable of Arkansas, to 4-H Clubs and FFA Clubs, to the Arkansas 4-H Foundation, to the Arkansas Future Farmers of America Foundation and to the Arkansas Future Farmers of America Association; (f) Gasoline or motor vehicle fuel on which the motor vehicle fuel or gasoline tax has been paid to the State; special fuel or petroleum products sold for consumption by vessels, barges, and other commercial watercraft and railroads; dyed distillate special fuel on which a tax has been paid; and biodiesel fuel; (g) Property resales to persons regularly engaged in the business of reselling the articles purchased; (h) Advertising space in newspapers and publications, billboard advertising services, and advertising on public transit buses; (i) Publications sold through regular subscription; C-2 0) Gate admission at State, district, county, or township fairs or at any rodeo if the receipts derived from gate admissions to the rodeo are used exclusively for the improvement, maintenance, and operation of such rodeo, and if no part of the net earnings thereof inures to the benefit of any private stockholder or individual; (k) Property or services which the State is prohibited by the United State Constitution and the laws of the United States or by the Arkansas Constitution from taxing or further taxing; (1) Isolated sales not made by an established business; (m) Cotton, seed cotton, lint cotton, baled cotton, whether compressed or not, or cotton seed in its original condition; seed for use in commercial production of an agricultural product or of seed; raw products from the farm, orchard, or garden, when the sale is made by the producer of the raw products directly to the consumer and user; livestock, poultry, poultry products, and daisy products of producers owning not more than five cows; and baby chickens; (n) Foodstuffs to governmental agencies for free distribution to any public, penal, and eleemosynary institutions or for free distribution to the poor and needy; (o) Rental or sale of medical equipment, for the benefit of persons enrolled in and eligible for Medicare or Medicaid programs; (p) Tangible personal property, specified digital products, digital code, or services provided to any hospital or sanitarium operated for charitable and nonprofit purposes or any nonprofit organization whose sole purpose is to provide temporary housing to the family members of patients in a hospital or sanitarium; (q) Used tangible personal property when the used property was (1) traded in and accepted by the seller as part of the sale of other tangible personal property; and (2) the Arkansas Gross Receipts Tax was collected and paid on the total amount of consideration for the sale of the other tangible personal property without any deduction or credit for the value of the used tangible personal property; provided, however, this exemption does not apply to transactions involving used automobiles or used aircraft; (r) Unprocessed crude oil; (s) Tangible personal property consisting of machinery and equipment used directly in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging of articles of commerce at (i) new manufacturing or processing plants or facilities in the State or (ii) existing manufacturing or processing plants or facilities in the State if the tangible personal property is used to replace existing machinery and equipment at such plant or facilities; (t) Property consisting of machinery and equipment required by State or federal law or regulations to be installed and utilized by manufacturing or processing plants or facilities, cities or towns in the State in order to prevent or reduce air and/or water pollution or contamination; (u) Electricity used in the manufacture of aluminum metal by the electrolytic reduction process; (v) Articles sold on the premises of the Arkansas Veterans Home; (w) Automobile parts which constitute "core charges," which are received for the purpose of securing a trade-in for the article purchased; (x) Tangible personal property lawfully purchased with food stamps, food coupons, food instruments or vouchers in connection with certain Federal programs; (y) Parts or other tangible personal property incorporated into or which become a part of commercial jet aircraft components or subcomponents, and the services required to incorporate the parts or other tangible personal property into a part of commercial jet aircraft components or subcomponents; (z) Transfer of fill material by a business engaged in transporting or delivering fill material; (aa) Long-term leases, thirty (30) days or more, of commercial trucks used for interstate transportation of goods under certain conditions; (bb) Catalysts, chemicals, reagents, and solutions which are consumed or used in producing, manufacturing, fabricating, processing or finishing articles of commerce at manufacturing or processing plants in the C-3 State, and by manufacturing or processing plants or facilities in the State to prevent or reduce air or water pollution or contamination; (cc) Fuel packaging materials sold to persons engaged in the business of processing hazardous and non -hazardous waste materials into fuel products at an approved site, and machinery and equipment, including analytical equipment and chemicals used directly in processing hazardous and non -hazardous waste materials into fuel products at an approved site; (dd) Goods, wares, merchandise, or tangible personal property withdrawn or used from an established business or from the stock in trade of established reserves for consumption or use in an established business or by any other person if the goods, wares, merchandise or other tangible personal property withdrawn or used is donated to a National Guard Member, emergency service worker, or volunteer providing services to a county which has been declared a disaster area by the Governor; (ee) Tangible personal property, specified digital products, or digital code sold by or to a car wash operator for use in an automatic car wash, a car wash tunnel, or a self-service bay or as part of an ancillary service; services to a car wash operator; and ancillary services by a car wash operator; (ff) Tangible personal property sold at a concession stand operated by a nonprofit youth organization if all of the proceeds go to that organization; (gg) New and used farm machinery and equipment; (hh) Feedstuffs used in the commercial production of livestock or poultry; (ii) Agricultural fertilizer, agricultural limestone, agricultural chemicals and water purchased from a public surface -water delivery project to reduce or replace water used for in -ground irrigation or to reduce depletion of groundwater for agriculture; 0j) Prescription drugs by licensed pharmacists, hospitals or physicians, and oxygen sold for human use on prescription of a licensed physician; (kk) Vessels, barges and towboats of at least fifty (50) tons load displacement and parts and labor used in the repair and construction of the same; (11) Bagging and other packaging and tie materials sold to and used by cotton gins in the State for packaging and/or tying baled cotton, twine which is used in the production of tomato crops, and expendable supplies for farm machinery used for baling, tying, wrapping, or sealing animal feed products; (mm) Aircraft held for resale and used for rental or charter, whether by a business or an individual for a period not to exceed one year from the date of purchase of aircraft; (nn) Motor vehicles sold to municipalities, counties, school districts, and State supported colleges and universities; (oo) School buses sold to school districts and, in certain cases, to other purchasers providing school bus service to school districts; (pp) Sale of tickets or admissions, by municipalities and counties, to places of amusement, to athletic entertainment, recreational events, or fees for the privilege of having access to or the use of amusement, entertainment, athletic or recreational facilities, including free or complimentary passes, tickets, admissions, dues or fees; (qq) Tickets for admission to athletic events and interscholastic activities of public and private elementary and secondary schools in the State and tickets for admission to athletic events at public and private colleges and universities in the State; (rr) Property or sales to all orphans' homes, or children's homes, which are not operated for profit and whether operated by a church, religious organization or other benevolent charitable association; (ss) Property or services to humane societies which are not operated for profit; (tt) New automobiles to a veteran of the United States Armed Services who is blind as a result of a service connected injury; C-4 (uu) The first 500 kilowatt hours of electricity per month and the total franchise taxes billed to each residential customer whose household income is less than $12,000 per year; (vv) Motor fuels to owners or operators of motor buses operated on designated streets according to regular schedule and under municipal franchise which are used for municipal transportation purposes; (ww) Insulin and test strips for testing blood sugar levels in humans; (xx) New motor vehicles purchased by nonprofit organizations and used for the performance of contracts with the Department of Human Services, and new motor vehicles purchased with Federal Transit Administration funds if (i) the vehicles meet minimum specifications of State purchasing law, and (ii) the vehicles are used for transportation under the Department of Human Services' programs for the aging, disabled, mentally ill, and children and family services; (yy) Foodstuffs to nonprofit agencies; (zz) Tangible personal property consisting of forms constructed of plaster, cardboard, fiberglass, natural fibers, synthetic fibers, or composites and which are destroyed or consumed during the manufacture of the item; (aaa) Natural gas used as a fuel in the process of manufacturing glass; (bbb) Sales to the Community Service Clearinghouse, Inc. of Fort Smith; (ccc) Substitute fuel used in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging of articles of commerce at manufacturing facilities or processing plants in the State; (ddd) Railroad rolling stock manufactured for use in transporting persons or property in interstate commerce; (eee) Parts or other tangible personal property which become a part of railroad parts, railroad cars and equipment brought into the State for the purpose of being repaired, refurbished, modified or converted within the State; (fff) Gas produced from biomass and sold for the purpose of generating steam, hot air or electricity to be sold to the gas producer; (ggg) Machinery, new and used equipment, and related attachments that are sold to or used by a person engaged primarily in the harvesting of timber; (hhh) Prescriptive durable medical equipment, mobility enhancing equipment, prosthetic devices, and disposable medical equipment; (iii) Fire protection and emergency equipment to be owned by and exclusively used by a volunteer fire department, and supplies and materials to be used in the construction and maintenance of volunteer fire departments; Ojj) Electricity and natural gas to qualified steel, wall and floor tile manufacturers; (kkk) Certain new and used trucks to be engaged in interstate commerce; (111) Textbooks, library book and other instructional materials if purchased by State school districts or public schools or by the State for free distribution to State school districts or public schools; (mmm) Electricity used for the production of chlorine and other chemicals using a chlor-alkali manufacturing process; (nnn) Livestock reproduction equipment and substances; (000) Tangible personal property, specified digital products, digital code, or services to a qualified museum or its contractor or agent if such property is to be used in the construction, repair, expansion, or operation of the qualified museum facility; (ppp) Natural gas and electricity in the manufacturing of tires; (qqq) Thermal imaging equipment purchased by a county government for use by law enforcement aircraft; C-5 (rrr) During the first weekend in August of each year only, items of clothing costing less than $100, clothing accessories and equipment costing less than $50, school art supplies, school instructional materials and school supplies; (sss) Sale, lease or rental of kegs used to sell beer at wholesale by a wholesale manufacturer of beer; (ttt) Electricity, liquefied petroleum gas and natural gas used by grain drying and storage facilities, qualifying agricultural structures and qualifying aquaculture and horticulture equipment; (uuu) Dental appliances sold to or by dentists, orthodontists, oral surgeons, rnaxillofacial surgeons and endodontists; (vvv) Tangible personal property, specified digital products, digital code, or services to nonprofit blood donations organizations; (www) A portion of the acquisition price of new manufactured homes and modular homes; (xxx) New and used mobile homes and used manufactured homes and modular homes; (yyy) Modular homes constructed from materials on which the State sales tax has been paid; (zzz) Telephone instruments sent into the State for refurbishing or repair and then shipped back to the state of origin; (aaaa) Industrial metal rollers sent into the State for refurbishing or repair and then shipped back to the state of origin; (bbbb) Repair parts and labor for pollution control machinery and equipment; (cccc) Sales by commercial farmers of certain baling twine, net wrap, silage wrap and similar products; (dddd) Sales of utilities used by qualifying agricultural and horticultural equipment; and (eeee) Sales of utilities used by grain drying and storage facilities. Reference is made to "The Arkansas Gross Receipts Act of 1941," Title 26, Chapter 52 of the Arkansas Code of 1987 Annotated, for more information concerning the sales tax. Use Tax. The use tax portion of the Sales and Use Tax is levied on every person for the privilege of storing, using, distributing or consuming within the State any article of tangible personal property, specified digital product, digital code or taxable service purchased for storage, use, distribution, or consumption within the State. The use tax applies to the use, distribution, storage or consumption of every article of tangible personal property, specified digital product, digital code, or taxable service, except as hereinafter provided. The use tax is levied on the following described tangible personal property: (a) Property of motor carriers consisting of tractors, trailers, semitrailers, trucks, buses, and other rolling stock, including replacement tires, used directly in the transportation of persons or property in intrastate or interstate common carrier transportations; (b) Property (except fuel) of railroads consumed in the operation of railroad rolling stock; (c) Pipelines, including transmission lines and pumping or pressure control equipment used directly in or connected to the primary pipeline facility engaged in intrastate or interstate common carrier transportation of property; (d) Property of airlines consisting of airplanes and navigation instruments used directly in or becoming a part of flight aircraft engaged in the transportation of persons or property in regular scheduled intrastate or interstate common carrier transportation; (e) Property of public telephone and telegraph companies consisting of exchange equipment, lines, boards, and all accessory devices used directly in and connected to the primary facility engaged in the transmission of messages; (f) Property of gas companies consisting of transmission and distribution pipelines and pumping or pressure control and equipment used in connection therewith used directly in a primary pipeline facility for the purpose of transporting and delivering natural gas; C-6 (g) Property of water companies consisting of transmission and distribution lines, pumping machinery and controls used in connection therewith and cleaning or treating equipment of a primary water distribution system; (h) Property of public electric power companies consisting of all machinery and equipment including reactor cores and related accessory devices used in the generation and production of electric power and energy, and transmission facilities consisting of the lines, including poles, towers, and other supporting structures, transmitting electric power and energy together with substations located on or attached to such lines; (i) Computer software; and 0) Tangible personal property, specified digital products, digital code, and services provided to financial institutions. Exemptions from Use Tax. Some of the property and services exempted from the use tax by the General Assembly of the State is as follows: (a) Property or services, the storage, use, distribution, or consumption of which the State is prohibited from taxing under the Constitution or laws of the United States of America or the State; (b) Sales of tangible personal property, specified digital products, digital code, or services on which the sales tax under the Arkansas Gross Receipts Act of 1941 is levied; (c) Tangible personal property, specified digital products, digital code, and services specifically exempted from taxation under the Arkansas Gross Receipts Act of 1941; (d) Feedstuffs used in the commercial production of livestock or poultry in the State; (e) Unprocessed crude oil; (f) Machinery and equipment used directly in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging articles of commerce at manufacturing or processing plants or facilities in the State, including facilities and plants for manufacturing feed, processing of poultry and/or eggs and livestock and the hatching of poultry and such equipment is either (1) purchased to create or expand manufacturing or processing plants in the State, (2) purchased to replace existing machinery and used directly in producing, manufacturing, fabricating, assembling, processing, finishing or packaging of articles of commerce at manufacturing or processing plants in the State, or (3) required by State or federal laws, rules or regulations to be installed and utilized by manufacturing or processing plants to prevent or reduce air and/or water pollution or contamination; (g) Modular homes constructed with materials on which the sales or use tax has once been paid; (h) Aircraft, aircraft equipment, and railroad parts, cars, and equipment, and tangible personal property owned or leased by aircraft, airmotive, or railroad companies, brought into the State solely and exclusively for refurbishing, conversion, or modification within the State and not used or intended for use within the State; (i) Aircraft, aircraft equipment, and railroad parts, cars, and equipment, and tangible personal property owned or leased by aircraft, airmotive, or railroad companies, brought into the State solely and exclusively for storage for use outside or inside the State; 0) Vessels, barges, and towboats of at least a fifty -ton load displacement and parts and labor used in the repair and construction of them; (k) Motor fuels sold to the owners or operators of motor buses operated on designated streets according to regular schedule, under municipal franchise, which are used for municipal transportation purposes; (1) Agricultural fertilizer, agricultural limestone and agricultural chemicals; (m) All new and used motor vehicles, trailers or semitrailers that are purchased for a total consideration of less than $4,000; (n) Any tangible personal property, specified digital products, digital code, or taxable services used, consumed, distributed, or stored in the State upon which a like tax, equal to or greater than the Arkansas Compensating (Use) Tax, has been paid in another state; (o) Dental appliances sold by or to dentists or certain other professionals; C-7 (p) Forms constructed of plaster, cardboard, fiberglass, natural fibers, synthetic fibers, or composites and which are destroyed or consumed during the manufacture of the item; (q) Natural gas used as fuel in the process of manufacturing glass; (r) Sales to the Community Service Clearinghouse, Inc. of Fort Smith; (s) Foodstuffs to nonprofit agencies; (t) Railroad rolling stock manufactured for use in transporting persons or property in interstate commerce; (u) Tangible personal property or services to a nonprofit blood donation organization; (v) Purchase and recharges of prepaid calling cards and prepaid authorization numbers; (w) Prescriptive durable medical equipment, mobility enhancing equipment, prosthetic devices, and disposable medical equipment; (x) Fire protection and emergency equipment to be owned by and exclusively used by a volunteer fire department, and supplies and materials to be used in the construction and maintenance of volunteer fire departments; (y) Electricity and natural gas to qualified steel and wall and floor tile manufacturers; (z) Certain new or used trucks to be engaged in interstate commerce; (aa) Utilities used by qualifying agricultural or horticultural equipment; (bb) Utilities used by grain drying and storage facilities; (cc) Tangible personal property, specified digital products, digital code, or services to a qualified museum or its contractor or agent if such property is to be used in the construction, repair, expansion, or operation of the qualified museum facility; and (dd) Machinery and equipment purchased to modify, replace, or repair, either in whole or in part, existing machinery, equipment, molds or dies used directly in producing, manufacturing, fabricating, assembling, processing, finishing, or packaging articles of commerce at a manufacturing or processing plant or facility in the State, and services relating to the initial installation, alteration, addition, cleaning, refinishing, replacement, or repair of such machinery and equipment. Reference is made to "The Arkansas Compensation (Use) Tax Act of 1949," Title 26, Chapter 53 of the Arkansas Code of 1987 Annotated, for more information concerning the use tax. C-8 [THIS PAGE INTENTIONALLY BLANK] UNDERWRITER'S RECEIPT The undersigned, on behalf of Stephens Inc., as purchaser (the "Purchaser") of $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2022A (the "Series 2022 Bonds"), hereby acknowledges receipt of each and all of the Series 2022 Bonds, said Series 2022 Bonds being in the form of seven (7) typewritten fully registered bonds in the name of Cede & Co., as nominee of The Depository Trust Company, in authorized denominations, bearing interest and containing such other terms and provisions as set forth in that certain First Supplemental Trust Indenture dated as of June 1, 2022 (the "First Supplemental Indenture"), by and between the City of Fayetteville, Arkansas (the "City") and Simmons Bank, as trustee (the "Trustee"). The Series 2022 Bonds have been checked, inspected and approved by the Purchaser. The Purchaser further acknowledges the receipt of, or waives the requirement for, each opinion, document and certificate contemplated by the Bond Purchase Agreement dated June 9, 2022, between the City and the Purchaser, and acknowledges that each such opinion, document and certificate, to the extent received, is satisfactory to the Purchaser as to form and substance. Dated: June 22, 2022 STEPHENS INC. By: (Le.— &- Title: L JO' 4890-1618-0259.1 TRUSTEE'S RECEIPT AND CERTIFICATE AS TO APPLICATION OF FUNDS The undersigned, Simmons Bank, as trustee (the "Trustee") under a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Trust Indenture"), each by and between City of Fayetteville, Arkansas (the "City") and the Trustee, with respect to the City's $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"), hereby certifies that: 1. The Trustee has received this date, on behalf of the City, from Stephens Inc. (the "Underwriter"), $75,145,882.02, that being the agreed purchase price of the Series 2022 Bonds, pursuant to the, Bond Purchase Agreement dated June 9, 2022, between the City and the Underwriter. 2. The total proceeds of the sale of the Series 2022 Bonds (i.e., $75,145,882.05) have been deposited or will be applied, in accordance with the written directions of the City, as follows: (i) $29,753,980.47 has been deposited into the Streets Project Account of the Project Fund established pursuant to the Trust Indenture; (ii) $4,611,107.56 has been deposited into the Trails Project Account of the Project Fund established pursuant to the Trust Indenture; (iii) $8,283,433.07 has been deposited into the Drainage Project Account of the Project Fund established pursuant to the Trust Indenture; (iv) $11,047,638.78 has been deposited into the Parks Project Account of the Project Fund established pursuant to the Trust Indenture; (v) $2,713,976.20 has been deposited into the City Facilities Project Account of the Project Fund established pursuant to the Trust Indenture; (vi) $12,727,756.58 has been deposited into the Arts Corridor Project Account of the Project Fund established pursuant to the Trust Indenture; (vii) $5,866,989.39 has been deposited into the Firefighting Facilities Project Account of the Project Fund established pursuant to the Trust Indenture; and (viii) The remaining balance, in the amount of $141,000.00 has been deposited into the Costs of Issuance Fund established pursuant to the Trust Indenture and will be applied to pay a portion of those Costs of Issuance with respect 4871-5495-7859.1 Dated: June 22, 2022 to the Series 2022 Bonds set forth in Exhibit D to the Closing Certificate and Request of the City. SIMMONS BANK, as Trustee By: Cv� Title: SVP & Corporate T st Mgr 2 4871-5495-7859.1 2 Li-iz-vd UZ:Z[?M FROM VC UMERWRITING I C� It-, Blanket Issuer Leiter ®f Representations (TO be comp" fZY 13"1 City of -Fayetteville, AR (Noma a Laim) NqMTjrX 12, 1998 IDNMJ - -- Aftftfim- Underniting Department— MlObMty Tho V�e�� Trust Company sari Water Shvcf4 50th Floor Newycwk -V? IOUI-OM L-.4" =d GIM&M= Tbb letter wu fortis our =deYnmcftn& with respect to ail Imes (tbe 'Sacuridef) that LwAar &4 request be mu6 ellgbk for &-posit by Tho Depository Txwt Ccznpany (-DTC-). To induce DTC to accept the Swuxtstj &2 eRgibk 1br &-poa at DTC, and to act in mward� vAtb DIM Au es with respect to d-,a Secuoities, Lauer represents to DTC that Izaa will ccmp�j► with the mjuftt=eats stated to DTCs OpevaionAl Anvapxmeots, as they may ho arn=vW ftem tfn-A to time. Notet S&6"a A =nbdr4 itabemeau that DTC baU&vw M the w6thod of book• emakry af"azftim Mamem THE DEFCn7ORY TRUST COMPAM Vmtr*youm. Fayetteville, AR 72701 (son) C� 501-575-8330 Paz 611q.-v2L&j!j SA -MUSE OFFERING DOMIENT L NGUAGE DESCHiI3LNG BO(?RANTAY-ON Y ISSUANCE (Propred by DTC.—hwackwed mated may be applicable only to cestr,.iu -ue9) I. The Depositmy Trust Company ('DTC7). Na- York, NX wt1l act as securities depcnim; hr the X=Uiaes (tile 'Semrides'). The Securities Wia be lsrut:•d as fsLarmgLrtared W=itEes xegtsteted in the u.arae of Cade & Co. (DTC's pr=rship nominee). No fully-rmgbo ed Security cerd£uaee will be issued for (each .Issue A the Som&les, (eachl is the agdtrpta prindpAl amount of such issue,, and wM be deposited with DTC. (If, however, the agyptgate pdtctpd amount of [any) issue eoraads UM mimow one Wsttawe will be issued with respect to Cards t0 MOM of ptinc:;Pal mnount and an additioeoal will be tsased with nsspect to any rematoing principal amount of such hmia.] 2. DTC is a-pmpose tr w any vspmiaod under the New York Fian)dng Law, a "tannkmg org=ratiou' widila the messing of tlae Now Ymk Banldag LavoS a member of the Fad=ul Bewm Syaaem. it -denting ompmvdiW within the-me=dng of the New Yarh Uutibrm Commercial Cock, and a 'cleat agpocy' registe and purow ar to the provLstaaa crf SeWom I7A of the Securities Edge ads of 19U DTC habit taeasfties that in partldpmts ("paxvice pasts") deposit'A46 am DTC also fps the sxtt3�rscat eaeang PSarrticmuaur of aceesi�cs tzamrracdc,as, rich as traurrfers and Fled„ zr c3epoeitad Sbcmiti,ets thr000 eiP.ctrOrda c=purmixeA book -entry cbangees in Participcinb' arts, thereby elimivating the need for physic tl movcmtnt vi securities cer6fitates. Direct. Pwt eTaut3 Saolnda securit4et brokers and dealer%, bmn m. trtstt companies, clearing corporations. and certain other' org nizLtiens. D= is owned by o numbor of its Direct Pardeiptnts and by the New York Stock . • loom mge, .Isla, tit. AmedcAn Stock E=Unge. I=, and $a Natiaaat AWdstton of Secvr$ia Dealers Inc Amm to the OTC system to also trnikabla to otham much na momidea broken : d dealers, h mkc4 said. brine compmsa that clear throws or mzb rtmin At ccutadial reiattunship wth a Dirxt Feuticaat c0mr dh-emy or indirrcdy (-bdlrect Partiiapmtr). This Rules app9mb3e to DTC and Ett Pudcfpa� ate on H1e vrAh tba Soaaxtti as rend E=bAnr Counu4ssim 3. Purchamw of Seantties ,miler the 91C sy: must be made by or through Direct Partiql=ta, which will receive a cred}t for the So=dttes on D-MA records. 'flue ownership h1west of each actual p=basrr of each Security (Tmacial Omen") a In turn to be tevcvdod on Ilse Direct and iudhvd Pardcgmnta' records. aen4cW Owuen will not receiver wti m c6aftrnaaeo a from mC of their pucham but: Aeuac w ownat are aTaqtad to mcehl written c =ar=aU= providing detwx artba on. Id Weil as p"WC110 stu = mts of their hokd np' f = the Direct or Inarect Fa tidpw throuo which dw Berse9cial Owner eawed into the ftmctfoa.'tY%nsilw of &xnc ship intrrnts im the 5ccuttttes axe to be as+camplisisod by eubim made an the books of Pw tidganb acemg on behsif of Aenafidai Owoax. $,rmc8,d.1 d--nors will not reeavrd certtflardm mpe+renttng t6* mm mbip babermts to Settnttles, meet is the event that tm of the bwiaentr/ rystetn for thu SCmuttigs is ci l=ktvsued. A. To fada 6ecl sent =n(ms, an Seclsxfrics deprniicd by Puttdpauts whh IM ace rid in The name of DTCs pa=arshtp farm tote, Code & Co. 7be deli! of Securities wide = and there regisxaMn in the name of Cock & Cc, effect no change in benei3rW owuership. DTC has no h)owtodge of the Actual Beua& W Ou aers of the Secuz= , D'I'C's records r_gS only the identity of tba Direct Participants to whose =aunts such Samntia-s are crodhecL which may or mxy not be t3 4 Bo be&W OWDM The 1.m-ddpq= will nomad rt ?ondwe far keeping arcoauat of their halaiv an bchelf of tbotr mLsbomem N S. Conveyance of notices sud outer cammunticadaas by DTC to Direct Futicipanti, by Direct parddpants to Indirect Partidps4m and by Direct participants end Indecent Partid=ts m i3MAdd Ownen will be governed by arrangammtx ttmang thein, suhtect to any Statutory or regul dory :eT re=ants ae ;ray be in effect from i =e to tin". I& Rademptivn Wotices rho be sent to C.-,de & Co. l; less this all of the Securities ,itft t an issue are being redeemed. DTC's prusce is to determine by tot the amount ofthe intermt of tack Direct Pgrtddp=t in scab sssue w be redecmtsl j 7. Nettsaer MC n,or Cella 8t Co. wifl wareat or vate with respect zo Securities. Under its ustml prace ow. DTC muik an Om=btsa Px=y to the lamer as soars a potable sf tte the rem, date. The O=ndx , Pr=y usism Cede & Co.a caasa *g or voUng rights to time Direct Partidtusuts to whom a=uaa the Seaaitiea we nvdited ou tilt reme+d dzbe Nle:A ified in a listing aitwted to the Omnibus Proxy). S. PrtneVal mid tntter>.M gspymasts Qa the Sanxirlos will be mtade to DIC. DTCs practice is to crv, f Dixt x Parma' ac=wts on payable data in anomdance with their t ut bolder 4awn an DTC's recard6 ttn6 a I)TC has mAwn to b8ove that it will not rOC d%,e payment oo M-abla date. Paymam by Putkipsou to i3aw&W own= wM be grxtesnea by srandlag inswictimu arsd custranary pracdoss, os ix the comae with ux=r ies hek for tha erx vtmtr of cz► win m= in 6 mw Form or reptma in `street t7+ ue.' axd 'will be the resp=sf 4&7 cd' xucb ftWpa nt wd nut of DTC, the Agen4 or the Is uar. subject to easy Atratory or regulatory raytur*mesu as msy be is effect from time to time, " PWfMA30t oICPAW# l and Attfst to DTC fs the :aspoa Abihty ofthe ureter or tote Ag= &Sbusitattetst of st,c}t rats to Direct NxOdpanft shag be the mtp==Mlity of TaTC, and &b=vuk= of such paymeaots to the Benaddal Ora s6U be the sapvoAdity of Dhvct and Laduva FmIcipants. j». A Bev&Bctsi Own= sit>~31 give notioe to elect to have its Sfxvatlei pwAwed yr tnndezec. dwwgh its Pwtckaae� to the [T=uI=T4=wkmowgj Age&- and shalt a red delivery of nich s.,.vs:itoes by =sing tb* Dssec! Paxtircpaut to traax£er the ?=Vcipaut's Lttwtwt in the So=dttex, as DTCc to do [Ta aWR&Wak-&tM93 Age Tho rsTnn==t for ply==1 acLvftY of Secwi M oonnecti m with 2 devimod for punt ast or a zrsandedvey poxdaasa v& be d emed utt LtW when the omambip rigbts in the swxdd" are vwderted by Direct naticipones ofl D'TCs t j IIU. DYC MY abaxte is p mvid3 Us mmc= xs seauit3 depasstary with respect to tits Swwltk at any time by Living nodes- to the I=er or the Agestt Lluder suet dmnrsstantses, in die avant that o aecuetift deposttmy is net obtained. Security caeitifica[es are regj=ed to be printed am darned XL na loacr may at" to asetK ue test of the system a book.-Ontry =asters dL-wgh DTC (err a suca =wr son, MM depoazts�ry), N tiaur t' e=&, S=cay cerdSczte:3 will be prtntcd end deli+n"4 Y,'L. Tne infanrtstion in drat ixmwn wac wing DTC and DTC's book snug "err: hat beets ahUslaad frown sources that the Issuer behevm to be ra6We, but the Issuer takrs no responsibility for the amu>sCY quweafr. 11511 Luna Road S&P Global Suite Farmers Branch, TX 75234 tel (214) 871-1400 Ratings reference no.: no.:11 r718836 May 23, 2022 City of Fayetteville 113 W. Mountain Fayetteville, AR 72701 Attention: Mr. Paul Becker, Finance & Internal Services Director Re: US$74,340,000 City of Fayetteville, Arkansas, Sales and Use Tax Capital Improvement Bonds, Series 2022, dated. Date of Delivery, due: November 1, 2032 Dear Mr. Becker: Pursuant to your request for an S&P Global Ratings rating on the above -referenced obligations, S&P Global Ratings has assigned a rating of "AA-" . S&P Global Ratings views the outlook for this rating as stable. A copy of the rationale supporting the rating is enclosed. 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Sincerely yours, S&P Global Ratings a division of Standard & Poor's Financial Services LLC Jm PF Ratings U.S. (4/28/16) Page 1 1 enclosures cc: Mr. Kevin Faught, Senior Vice President - Public Finance Stephens Inc. PF Ratings U.S. (4/28/16) Page 1 2 S&P Global Ratings S&P Global Ratings Terms and Conditions Applicable To Public Finance Credit Ratings General. The credit ratings and other views of S&P Global Ratings are statements of opinion and not statements of fact. Credit ratings and other views of S&P Global Ratings are not recommendations to purchase, hold, or sell any securities and do not comment on market price, marketability, investor preference or suitability of any security. 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No person is intended as a third party beneficiary of any credit rating engagement or of a credit rating when issued. PF .ratings U.S. (4/28/16) Page 1 4 S&P Global Ratings RatingsDirect @ Summary: Fayetteville, Arkansas; Sales Tax Primary Credit Analyst: Misty L Newland, Seattle + 1 (415) 371 5073; misty.newland@spglobal.com Secondary Contact: Stephen Doyle, New York + 1 (214) 765 5886; stephen.doyle@spglobal.com Table Of Contents ............................................................................................................. Rating Action Stable Outlook Credit Opinion Related Research WWW.STANDARDANDPOORS.COM/RATINGSDIRECT MAY 23, 2022 1 Summary: Fayetteville, Arkansas; Sales Tax US$74.34 mil sales and use tax cap imp bnds ser 2022 due 11/01/2032 Long Term Rating AA -/Stable New Fayetteville sales & use tax cap imp & rfdg bnds Long Term Rating AA -/Stable Affirmed Rating Action S&P Global Ratings assigned its 'AA-' long-term rating to Fayetteville, Ark.'s anticipated $74.34 million sales and use tax capital improvement bonds, series 2022. At the same time, S&P Global Ratings affirmed its 'AA-' rating on the city's outstanding sales and use tax capital improvement and refunding bonds. The outlook is stable. Revenue from a dedicated 1% sales and use tax secures the bonds. Proceeds will be used for various infrastructure projects including parks and trails, streets, drainage, and firefighting facilities. Credit overview Fayetteville is the third -largest city in the state and benefits from participation in the broad and diverse Fayetteville -Springdale -Rogers metropolitan statistical area (MSA). The city continues to experience growth both residentially and commercially resulting in population growth. Pledged revenue trended positively during the pandemic, and spiked during the last year due to a rebound in the economy and collection of sales taxes on internet sales. The 'AA-' rating reflects our view of. • Fayetteville's strong, growing economy that benefits from participation in the broad and diverse Fayetteville -Springdale -Rogers MSA as well as the stabilizing economic presence of the University of Arkansas; • Strong coverage, with fiscal 2021 collections providing 1.7x pro forma maximum annual debt service (MADS) coverage, and a good 1.5x additional bonds coverage test; and • Historically low volatility in nationwide sales and use taxes with no history of significant volatility at the local level. Fayetteville has a strong, growing economy and maintains very strong reserves. However, we believe that the city's consistent underfunding of the actuarially determined contributions for its two single -employer pension plans and political gridlock regarding its pension obligations pose significant credit risks. The rating on the sales and use capital improvement bonds is not limited by our view of the city's creditworthiness, but is constrained from moving any higher. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT MAY 23, 2022 2 Summary: Fayetteville, Arkansas; Sales Tax Stable Outlook Upside scenario We could consider raising the rating if the economic base were to substantially expand, leading to substantial population growth and debt service coverage, and the improvement in the city's general creditworthiness. Downside scenario If coverage were to deteriorate substantially due to declines in collections, or if our view of Fayetteville's general creditworthiness were to deteriorate, we could consider lowering the rating. Credit Opinion Economic fundamentals: Strong Fayetteville, with an estimated population of just over 90,000, is the third -largest city in the state. The local economy continues to expand with both residential and commercial development underway. It further benefits from its participation in the broad and diverse Fayetteville -Springdale -Rogers MSA, which has a total population of 571,534 and is the headquarters of Wal-Mart, Tyson Foods, and J.B. Hunt Transport Services. Per capita effective buying income is adequate at 92% of the national level. The strong economic assessment is also supported by the presence of the University of Arkansas, which, with around 25,000 students and 11,765 employees, acts as a stabilizing presence for the city's sales and use tax, with students and visiting families supporting local economic activity. Coverage and liquidity: Strong We base our coverage assessment on the additional bonds test of 1.5x but note that sales and use tax revenue has shown stable growth over time, increasing by an average of 3.9% per year between 2017 and 2020. In 2021, sales experienced a robust increase of 15.9%, buoyed by a pandemic rebound and state legislation to tax internet sales effect July 1, 2021. Revenues are up 14.4% for the first four months of 2022 through April compared to same period in 2021. However, management projects that collections will increase about 2%-5% annually. In 2021, tax collections totaled $27.5 million, providing 1.7x coverage of pro forma MAIDS, which occurs in 2032. We further note that excess revenue collections are used to redeem outstanding bonds ahead of their maturities; consequently, we anticipate that coverage will remain strong for the foreseeable future despite the city's plans to issue additional debt. In 2019, voters approved $213.865 mullion of capital improvement bonds secured by a pledge of a 1% sales tax to fund essential infrastructure. After this issuance, there will be about $15 million of authorization remaining, which officials will likely issue in the next two to three years for parks and streets. There is no debt service reserve associated with the bonds, but with strong coverage and low volatility assessment based on our view of the dependability of sales taxes, we make no downward adjustment to the coverage score that would indicate potential liquidity pressures. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT MAY 23, 2022 3 Summary: Fayetteville, Arkansas; Sales Tax Volatility: Low We assess the volatility of revenue to determine the likelihood of the availability of revenue during different economic cycles. We have two levels of volatility assessment: macro and micro. Our macro volatility assessment begins with an assessment of the historical volatility of the economic activity being taxed, and includes an analysis of societal, demographic, political, and other factors that could affect these activities. Based on the variance of national economic activity that we believe most closely represents the taxing base over multiple economic cycles, we use historical volatility to inform our opinion on expectations of future volatility. To determine our view of the volatility of sales taxes, we used total retail, food, and service sales data from the US. Census Bureau for the period 1993 to 2014. On a micro level, we see no unique internal or external influences that would improve or worsen the volatility of collections as compared with the macro trend. Obligor linkage: Mitigated Because taxes are collected by the state and sent directly to the trustee, we consider the flow of pledged revenue substantially removed from the city's direct control. Under our criteria, this mitigates the linkage between the priority lien pledge and the obligor's creditworthiness, lessening the exposure of the pledged revenue stream to operating risks of the obligor's creditworthiness. Rating linkage to the city of Fayetteville We assess the city's general operations because we view overall creditworthiness as a key determinant of an obligor's ability to pay all of its obligations, including bonds secured by special tax revenue. Fayetteville maintains very strong reserves (with an available fund balance in fiscal year ending Dec. 31, 2020 of $24 million, or 49% of operating expenditures) and its economic base remains strong and continues to trend upward. Its low pension funding ratios and political gridlock regarding its pensions substantially limit our view of its general creditworthiness. For more information, see our report published Dec. 26, 2018, on RatingsDirect. Although the city's creditworthiness is not limiting the rating, it is constraining upward movement. We further note that any deterioration in our view of the city's creditworthiness, particularly if the single -employer policemen's and firemen's pension obligations were to exert further pressure on the city's finances, could have a negative impact on the sales and use capital improvement bond rating. Related Research Through The ESG Lens 3.0: The Intersection Of ESG Credit Factors And U.S. Public Finance Credit Factors, March 2, 2022 Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found on S&P Global Ratings' public website at www.standardandpoors.com. 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WWW.STANDARDANDPOORS.COM/RATINGSDIRECT MAY 23, 2022 5 COVERAGE CERTIFICATE City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds, Series 2022 Date: June 22, 2022 TO: Sinnnons Bank, as Trustee This certificate is provided pursuant to the provisions of Section 212 of the Trust Indenture dated as of August 1, 2019 (the "Indenture"), by and between the City of Fayetteville, Arkansas (the "Issuer") and you, as trustee, in connection with the proposed issuance of Additional Bonds pursuant to the Indenture. In connection with such issuance, the undersigned certifies as follows: (a) Receipts of the Sales and Use Tax for preceding twelve (12) months: $28,233,212.50 (b) Maximum Annual Debt Service on all Outstanding Bonds and Subordinate Obligations, plus the proposed Additional Bonds: $16,064,176.00 (e) (a) divided by (b) = 175.75% (which is greater than 150%) The undersigned hereby certifies that he is authorized to deliver this Certificate on behalf of the Issuer. No Event of Default exists under the Indenture and, to the knowledge of the undersigned, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture. CITY OF FAYETTEVILLE, ARKANSAS By: 0, Finance Director 4885-8075-9331.1 REQUISITION City of Fayetteville, Arkansas Series 2022 Sales and Use Tax Capital Improvement Bonds Date: Requisition No.: TO: Simmons Bank, as Trustee Pursuant to the provisions of Section 502 of the Trust Indenture dated as of August 1, 2019, as supplemented and amended by the First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), by and between the City of Fayetteville, Arkansas (the "Issuer") and you, as trustee, you are authorized to make the following described payment directly to the Payee named below (or to reimburse the City for making such payment) from the Project Account of the Project Fund: Name and Address of Payee: Amount of Payment: General Classification of the Expenditures: The undersigned hereby certifies that he is authorized to deliver this Requisition on behalf of the Issuer. The amount requested hereunder has not been the basis for any previous Requisition by the Issuer and is justly due and owing to the person(s) named herein as a proper payment or reimbursement of a Project Cost with respect to the Project. No Event of Default exists under the Indenture and, to the knowledge of the undersigned, no event has occurred and continues which with notice or lapse of time or both would constitute an Event of Default under the Indenture. CITY OF FAYETTEVILLE, ARKANSAS 12 Authorized Representative 4863-1177-1939.1 KUTAKROCK Kutak Rock LLP 124 West Capitol Avenue, Suite 2000, Little Rock, AR 72201-3740 office 501.975.3000 June 22, 2022 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Little Rock, Arkansas $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 Ladies and Gentlemen: Gordon M. Wilbourn 501.97S.3101 gordon.wilbourn@kutakrock.com We have acted as bond counsel in connection with the issuance and sale by the City of Fayetteville, Arkansas (the "City"), a political subdivision of the State of Arkansas, of its $74,340,000 Sales and Use Tax Capital Improvement Bonds, Series 2022 (the "Series 2022 Bonds"). The Series 2022 Bonds are being issued pursuant to the provisions of the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and Arkansas Code Annotated (1998 Repl. & Supp. 2021) § § 14-164-301 et seq. (as from time to time amended, the "Local Government Bonds Act"), pursuant to Ordinance No. 6563 of the City, duly adopted and approved on May 3, 2022 (the "Authorizing Ordinance"), and pursuant to a Trust Indenture dated as of August 1, 2019, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2022 (as supplemented and amended, the "Indenture"), by and between the City and Simmons Bank, as trustee (the "Trustee"). Reference is hereby made to the Indenture and to all indentures supplemental thereto for the provisions, among others, with respect to the conditions for the issuance of parity indebtedness by the City, with respect to the nature and extent of the security for the Series 2022 Bonds, the rights, duties and obligations of the City, the Trustee and the Holders of the Series 2022 Bonds, and the terms upon which the Series 2022 Bonds are issued and secured. At a special election held April 9, 2019, called in accordance with the Local Government Bond Act pursuant to Ordinance No. 6126 of the City, adopted on December 18, 2018 (the 4893-1030-6083.1 KUTAK - - K Approving Opinion June 22, 2022 Page 2 "Election Ordinance"), the issuance of capital improvement bonds secured by the Sales and Use Tax (as defined in the Indenture) was approved by a majority of the qualified electors of the City voting on each of the ten questions set forth on the ballot in the respective principal amounts and for the specified purposes therein described. Reference is made to an opinion of even date herewith of Kit Williams, Esq., City Attorney, a copy of which is on file with the Trustee, with respect, among other matters, to the status and valid existence of the City, the power of the (City to adopt the Election Ordinance and the Authorizing Ordinance and to enter into and perform its obligations under the Indenture, the valid adoption of the Election Ordinance and the Authorizing Ordinance, and the due authorization, execution and delivery of the Indenture by the! City, and with respect to the Indenture being enforceable upon the City. We have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Election Ordinance, the Authorizing Ordinance and the Indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a municipal corporation of the State of Arkansas. Pursuant to the Constitution and laws of the State of Arkansas, including, particularly, Amendment 62 and the Local Government Bond Act, the City is empowered to adopt the Election Ordinance and the Authorizing Ordinance, to execute and deliver the Indenture, to perform the agreements on its part contained therein, and to issue the Series 2022 Bonds. 2. The Authorizing Ordinance has been duly adopted by the City and constitutes a valid and binding obligation of the City enforcea Ili le upon the City in accordance with its terms. 3. The Indenture has been duly authorized, executed and delivered by the City and is a valid and binding obligation of the City enforceable upon the City in accordance with its terms. 4. The Series 2022 Bonds have beer. City and are valid and binding limited obligation: lien on and pledge of the Trust Estate (as defined and Use 'Tax (as defined in the Indenture), in Indenture. Such lien and pledge are made on securing the City's Sales and Use Tax Capital Im The City is duly authorized to pledge such Trust City or any other party is required to perfect the 2022 Bonds therein. duly authorized, executed and delivered by the of the City payable from and secured by a valid n the Indenture), including receipts of the Sales he manner and to the extent provided in the parity basis with the existing lien and pledge rovement and Refunding Bonds, Series 2019A. Estate, and no further action on the part of the ;ame or the interest of the owners of the Series 4893-1030-6083.1 KUTAKROCK Approving Opinion June 22, 2022 Page 3 5. The Sales and Use Tax has been validly adopted in accordance with the Constitution and laws of the State of Arkansas, including Amendment 62 and the Local Government Bond Act, and may be validly pledged to secure the Series 2022 Bonds. 6. Interest on the Series 2022 Bonds (including any original issue discount properly allocable to the owner of a Series 2022 Bond) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. The opinions described in the preceding sentence assume the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be met subsequent to the issuance of the Series 2022 Bonds. Failure to comply with certain of such requirements could cause interest on the Series 2022 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2022 Bonds. The City has covenanted to comply with such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Series 2022 Bonds. 7. The interest on the Series 2022 Bonds is exempt from all state, county and municipal taxes in the State of Arkansas. 8. The Series 2022 Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended, in connection with the offer and sale of the Series 2022 Bonds. It is to be understood that the rights of the registered owners of the Series 2022 Bonds and the enforceability of the Series 2022 Bonds, the Authorizing Ordinance and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, VJOV6 a Chu +] 4893-1030-6083.1 KUTA K ROCK Kutak Rock LLP 124 West Capitol Avenue, Suite 2000, Little Rock, AR 72201-3740 office 501.975.3000 June 22, 2022 City of Fayetteville, Arkansas Fayetteville, Arkansas Simmons Bank, as Trustee Pine Bluff, Arkansas Stephens Inc. Little Rock, Arkansas $74,340,000 City of Fayetteville, Arkansas Sales and Use Tax Capital Improvement Bonds Series 2022 Ladies and Gentlemen: Gordon M. Wilbourn 501.975.3101 gordon.wi I bo u rn @ kutakrock.com This opinion supplements our bond approving opinion, dated the date hereof, relating to the above -captioned bonds (the "Series 2022 Bonds"). Except as otherwise defined herein, the terms used herein shall have the meanings prescribed for them in said opinion. We have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. In addition to the documents specifically mentioned in the approving opinion, connection with this opinion we have also examined: (a) An executed counterpart of the Bond Purchase Agreement dated June 9, 2022 (the "Bond Purchase Agreement"), by and between the City and Stephens Inc., as underwriter (the "Underwriter"); (b) An executed counterpart of the Continuing Disclosure Agreement dated June 22, 2022 (the "Disclosure Agreement'), by and between the City and Simmons Bank, as dissemination agent (the "Dissemination Agent'); 4872-6512-4131.1 KUTAKROCK Supplemental Opinion June 22, 2022 Page 2 (c) An executed counterpart of the Tax Compliance Agreement dated June 22, 2022 (the "Tax Compliance Agreement"), by and between the City and the Trustee; and (d) The Official Statement dated June 9, 2022, with respect to the Series 2022 Bonds (the "Official Statement"). Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows: 1. The Bond Purchase Agrieement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Underwriter, the Bond Purchase Agreement constitutes the valid and binding agreement of the City enforceable in accordance with] its terms. i 2. The Disclosure Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Dissemination Agent, the Disclosure Agreement. constitutes the valid and binding agreement of the City enforceable in accordance with its terms. 3. The Tax Compliance Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery' by the Trustee, the Tax Compliance Agreement constitutes the valid and binding agreement of the City enforceable in accordance with its�terms. 4. To the best of our knowledge, there is no litigation or other proceeding pending or threatened in any court, agency or other administrative body (either State or Federal) which could have a material adverse effect on (a) the financial condition of the City, (b) the ability of the City to perform its obligations under the Authorizing Ordinance, the Indenture, the Bond Purchase Agreement, the Disclosure Agreement or the Tax Compliance Agreement (collectively, the "Related Documents"), (c) the security for the Series 2022 Bonds, or (d) the transactions contemplated by the Related Documents. 5. Nothing has come to our attention which would cause us to believe that, as of the date hereof, the Official Statement (excluding financial and statistical data and information which is contained or incorporated in the Official Statement, as to which no view is expressed) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The enforceability of the respective obligations of the parties to the documents and other items described above, and the availability of certain rights and remedies provided for therein, may be limited by bankruptcy, receivership, insolvency, reorganization, moratorium, marshalling or other similar statutes or rules of law affecting creditors' rights and remedies, to general principles 4872-6512-4131.1 KUTAKROCK Supplemental Opinion June 22, 2022 Page 3 of equity and to the discretion of any court in granting any relief or issuing any order, whether the proceeding is considered a proceeding at law or equity. In particular, the right to indemnification under any of the documents or other items described above may be limited by federal of state securities laws or by the public policy underlying such laws. This opinion is being rendered to you solely for your use and benefit and may not be relied upon in any manner, nor used, by any other person. Very truly yours, GMW 4872-6512-4131.1 MtLI- 'MAY 2 Q 222 .dYETTEVILLE Ct t r CLERK'S OFFICE NORTHWEST ARKA% I(g Demme WAX& AFFIDAVIT OF PUBLICATION I, Brittany Smith, do solemnly swear that I am the Accounting Legal Clerk of the Northwest Arkansas Democrat -Gazette, a daily newspaper printed and published in said County, State of Arkansas; that I was so related to this publication at and during the publication of the annexed legal advertisement the matter of: Notice pending in the Court, in said County, and at the dates of the several publications of said advertisement stated below, and that during said periods and at said dates, said newspaper was printed and had a bona fide circulation in said County; that said newspaper had been regularly printed and published in said County, and had a bona fide circulation therein for the period of one month before the date of the first publication of said advertisement; and that said advertisement was published in the regular daily issues of said newspaper as stated below. City of Fayetteville Ord 6563 Was inserted in the Regular Editions on: May 15, 2022 Publication Cost: $1,073.12 'f t' Brittany Smith Subscribed and sworn to before me This i--j day of,, qo� , 2022. � w4j Notary Public My Commission Expires: ZJta I"7,J **NOTE** Please do not pay from Affidavit Invoice will be sent. Cathy Wiles Benton COUNTY NOTARY PUBLIC - ARKANSAS My Commission Expires 02-20-2024 Commission No.12397118 Oie- 6561 Fik Number 20224355 SALES AND USE TAX CAPITAL IMPROVEMENT BONDS- SERIES 2022: AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF TIE CIT Y'S NOT TO EXCEED V4340.OW SALES AND USE TAX CAPITAL IMPROVEMENT BONDS, SERIES 2022, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF TH(E COSTS OF CERTAIN STREET. TRAIL DRAINAGE. PARK CITY FACILITIES. ARTS CORRIDOR AND FIREFIGHTING FACILITIES AND IMPROVEMENTS. AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE PURSUANT TO WHICHTSE SERIES 2022 BONDS WILL BE ISSUED AND SECURED: AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT PURSUANT TO WHICH THE SERIES 2022 BONDS WILL BE OFFERED: AUTHORIZING THE EXECUISON AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIFS 2027 BONDS: AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT. AND PRESMSING OTHER MATTERS REI.ATINGTERM WHEREAS, the City Connell of fie City of FA5etertnc- Arkansas ((h'Clty') h. p etiausly dctamired IN. dtae u A need I.,. auntie of remex io fi_ a!I a n Portion of the,ant e f cnbal capual impaemcm po)ccts, uia.drlig (1) saOas all rclaw inCuaelocros ([he'StnAo. Ptoyca*). 12) vain t) aao aced rented trapmc:ucaa (tic Toils PiopA"I. (11 d,.-W W «W M impavnotu (0e 'Dnwgo Pm)ca'l. (A) parks tyatem AM rslai AAq_ eus(me'Pmks P-)W'X(5)Gry faalnks all rdztd ingwot-1, (,be 'City Fmlttia Pro)ect'). (6) Ant Corridor im rt-W W Impmcmeox ((be -An, Corndar Projen'): And (7)B tutting r-Inia all ieLAod ienparnrnts (t.'Fi er.11, trig Foalnn. P o 1-): ud WHEREAS, the City u m tilb-d AM pm.rnd wake tk P__ d t. COU91Atmt all uas d Ik Sme d Arkim- ueIWMputicatl Amcidm,N 62 a ik Cnn ,nmeAidtheStaleofArk- CA-Witnenl 62.1 and Tale 14. Chaps 1.4 . Suhelupi. 1 of the Aillo s code of 19k7 Anootmcel oh" "Local Gmrrnmcol Bond An'), to,- A d With; aprol rmp mem kids to One- teed nefinu toe tic casts of- ,P:W nvpaetecmt writ asth-mmpnting tic SI(K(t Pm)cc1. Ile T-1, P.)-.,bc D.-tee PrW.. Ile P li a Pm^L Ile City Fminks Ro)aa. the AAs Candor Pnn" cell (k F-fighnng F-hua Pro)ecs (wlkasmeiy. tk pngywt ). -hkh esprul ,mum m cAA bolls tee, be secured by aM pnnbk from ,k toaiptt ofIk spocaol nh..id, .9. and roc ua oAhonred by the Loot Gotemnow Bond Ace: and WHEREAS. pmstuni a A-Mmua 62 AM 0e Loral Gmern+oem DAM Act AM the Amnions of Ordinan¢ No, 6216 of the City- adWW all appall r D-Itki 1tl. V484the Et<gion Orebnuix'k dtac ua subamtd to hi gahfied cimond,k CM tutus quit- ell iolo. 0e iswarcc don aggregate d n,a Io <xnxd 5211.ssfi4 OaD in pnvpmi nnwunl dopiml impaeaen, bolls for U. pwposo d financing yi a a Pon ton of the ova, d (he soma opui unpens�e m taftding f. P.)-, ssW kMs a be -.it by A PIWX d AM II. upon all of t. reocipls of a special ai)-side ukA AM a, IA.a Imted At the ram dot. piam (I 00%) punum, Via. Laml Ga',mmmt B.M Ace (I he Sol. all the Tax ). And W ERF.AS, a a speeial dmion h ld Apn19. 10M a tnn)ody of the goalifwd elect f tic Cnh motor on adh of qumtbas rppmcd the iauao ee of apiu/ impr m- bonds m i. P ",Poi ammta and rAi o h d to rpnM p:n)ao. w forth m do baalla I" the mnaponiag kyy rink Salescell Us Tat ad t. pledge d fhe n-pts II.-F to the pa)-1 d the bonds): mid WHEREAS. puvum to Amen mcni 62 all the, meat Gaemman BoM Act. u Appmcd by Ilk qualitted dwon of Ik Cm, all . auhanted by Ord- is No, 6194 d the, Cdy, adopted all epponed ern Hunt A. 2019. roc City lus pcsianq iatxd (i) in $I24.425,000 Saks AM Use Tat Capita Impmenenl cell ReruMug Be.,. Setks 2019A the 'Series 2019A bonds`), nM (n 4 S). 170.=) Saks AM Use Tns Capital In" -Al BONS, T-bl, See. n1911 III.'Sen. 2a19D Bonds'). and WHEREAS, the Sena 1I)198 Bonds time been pod m full: aM WHEREAS, u antknmd utder the pr es- d Anic,dnanl 61 all die La l Ciacrmrnn Boll An mud mappi d by the qualified eheol- rrk City, IN, City tout nos dncmnad to Issue all .11 its Sala all U. Tnx Caplan f nfAn anau Bonds, S.. 2022, m to agpcgak pnmpil Minim d era Ip CxtYed S7J. TLR).(knl (the 'S.. 2022 Ba1�1, iA ordq to Paid& roMiy( (or all m a portion d,he costs d the Pmjatc AM WHEREAS. u a,dknnd by the paava d ik Ek.- Ordfmooce. the 0) 1uspmsaWy ., airaopmema far the tak d Ill S- 202E Bolls to S,iph- Inc., FTatenik. Atilt- (the 'Un&rurncr'). pmwam to Ile tams d a Boll Purchase Agnocma t b"o,,A the Cih AM the Und-le, Ilk 'Bond PA:I cAVocancAf1m wixiamialiy the ft. P. W to AM WW I ii, meeting. NOW. THEREFORE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE. ARKANSAS. Socrian I. Under the amlwnry off. Constinaion all uus .file Slat, of Ark- inel,Wmg pon-W h AacMntanl 62 to I. Cotwuuion dtk Statc d A,kama t W floc Local Go.cnu�An, BAM Aa. dtnc u Ivor rvthnrod Ih otvuirn db.Mn al,k Cin. m to be dcugoutcd As -Sala all Use TA Capital forpta,:roem all Refunding Bond, Series 2022' {Ik'Saws 201E Bads') The Sena 2011 Bolls shall b issued to tic oogOuf nggmgatc Pmapd -,.Ia- to emceed Serest. -Four Million Tb_ 1lnndmd FOny Tttanand 1WI- (S74.110.0t](1) all shall notwc not uta dun Nom inber 1. 2015, in the pottapal ant ,and Inning,nacnm aI tk rats in k Woafiod m (b: BorW Fund- Apc<mmt The ., p yadd on (. Srn 2022 BoMi. no ukk 0WI ,aa ward J.SW% pa arson. Of rite 51J-1J11,a1Y1 masiouun agp<gafc PimjW Amour of Smca 2022 Boo& hereby awtvvaL 10 era toe-yaod 52? Aso.oOo shorn a dcrnied to apply to the Str is Rqm (Qilalion 2 on IM hat]IXA lit? nol a euced S4.570,0110 shall be doc-d to Apply to the T-1. ProjM (QueALion 1 on the ballot). (in) Ira to "wood $8.210.(ak1 shall be domed to Apply to the D.IAAV Pmjoa (Qoet;hon a on the WWI. W) Mi to -nod SId.?id "19.11 be dcrnwd to apply to tic P,vks Pngna (Qmettio. 5 on rite WWI). Ny era to emceed S2.690.010 slut] be deemed to aPpn 1. the City Faalm. P"e"I IQo m 7 on the WIN). (,0 era la ewccd 512.6t SOr stun be d..W b.11... Ass Commbr Pmjm (Gritgwn 8 on rite balb(ii). And it it) Ail 1U-mead 55.81 S.op shop be doctited w appy to rle F-fis iAg F.dal. Nojoei (Qli,stion It, on 11. baRa). AM ik p-All A( Ik S_(,; 2022 Booth OWI be alto .d aeeardmgly. T. pmecds of the Sena 2012 Bolls rill be urad ro rmxuec Ail or a portion of a.cols ATl. P.,,. docnbod Ab- and to pay prang wdermtming. Icgal AM ahr <apaaa nacidemal I.M. -.(,be Sena 2022 Bans The Series 2022 Bonds shag be ,said in the fors AM datonouttaa, Our be date1 shall be nnmtb-a shall mature. dull be sttbIm Ice tedcmpumi poor to mAh"). And null coinn Y. h IX.'a (Inni emenAnis Mad eendi0oni All a set fanh in the First Supplemenuii Tma Indemwe wbminM (o ibu mating The MAya )s k-b, mak-d all ti nxtd to-oattew,delahalk Sni.2022 Do ism sidwantulty The for 0encof caatamed in R. 5,PPk.A teoAl Tow lodcaune aabmitid ""I" mown& AM the City CkM1 u harry a hmood and duectcd to exeane ud dcl- the 5<rka 2022 Rohs all to aft A tk ail f tc Cm I,-o . and the MA AM Ot% Ckak An, hucby vahond and et od to ._he tae tic Sena 2022 Bonds a k amrylM and Aubaatettfd by the Trua. The Mna is loath) avalarid to omfer uilh t. Tr i ace. Nc UMcsulq v ard Flask Rocf LLP, Llnk Roca. Ativxv ('Bond Countin aldeI loeotoplece 0e Series 2022 8.6 in tibvmtull) Ile form ee .,W in the Fiat Supplcmctaaf Tncit Ind-- ibminad to ails mettmg uift such dmnga a dull be appi ned by sucb persons acatlIA& the Scna 2012 BoMA, their et 11m, I. wlmaute eencI-t n'ule-of ouch appall) Scdion 2. 1. order to per the pnrocipal of oM mice I on the Serra 2022 floods . ik, --oI arc alkd for wile peen pour no,matmh, a- harbr pkrfgad all d the hops d an eywing oa P_ (1.00P4 S.I. AM Use Tar Lill by the Elect-Onfiiuiec Sudtpkdgetasmngit. Se- 20_2 Dohs sba0 be made on a pan" bssis -th the .imatg pledge I-h tmeplain friar of the Serous 2019A DoMt The lay AM oolleaion dthe Sala old U. Tay Gull cowmuc wail -h - era the Sena 2019A Bonds AM ik Sint. 21121 Bolls me no longs oustaMin or sttffekm fonds Arc an depasil ufh the T_Ae under iho T. Wool- to end.. the Srna S2014A bonds all Utc S2022 Boodt m fun. 71. Ca) cwaua -t apoa thm:O1 M.0, fmm Ilse Saks AM U. T., sin b acoot0ucd kr wpm:d<h . 4-1 feeds. the boot of tic CA). AM hoops of ssW Sala And Use Tax udl be dcposncd AM .,It be u d solely u prosaded An the Truce IMentute ItSd nted bdou ). Salton 1. To ptarnk the ti ms all mMitrott, upon ahieh Ill Scnes 2022 Bode Arc to be exaxued, moo. Bated. i,suod. -ptcd kid .0 -.d. the Maya it tersely) Authenrcel all di-W Io cscaic AM Aek-11M91 A Fiy Suppcinem" T.0 Indent -Jibe 'Finn Supptcamttal Tnua indnuwc'). by all kl- the Cory and Slmmorn Bank. Pine BIuR. Adcarsv, m trwee Ite'I'natcc*). all it. 01n Clerk is kmby Amhairad AM dinned to e. Ae all Acit- edg the Flo Slglo-i Trine IMIAI- wd la atrs the van of the Cut,thado, and It. M Aw, all ill Con Ckik am hcrcby nulhet-d aM etrmcd to oust Ire Fn9 Suppleme,dai Tnia Indent- I. be =ed- acw,d mid w1amlMgod by Ik Trim, The Fins Suppfaoc W Truer Indent- topple tints AM AiecMs A Tmv IMeft- dated u of August 1. Nola, by all bet- the City and I he Tratw (tic *OnpW Ildwwe' and cdknneh ..Ih to Firs Sapp) ."W Tow indent- the 'Tree/h mvme'). Tk I" Suppleowmial Trim IrtdM-1 hmibr npprad in wbstm iioth the row atbe"Wel to this llwin&,I L408. Rjtoul laaitaka. tttc pranstons ik-f P.Womg to i. pkap of tk Sttk1N0 Use T. roocipt and the Inert or2C Saes 1022 Braids. The Mom is hreb, mAMr "Al to -am nllh the Tru,,_ the UMC.M. And Bond Counsel to Aida to waopkie the Frrs1 Supp-Itut! Tiuv IMentune in subaaAhAth'thee form 1.1una d 10 64s moving uiil, sr.h ehmgn u shall be d by -h prsau <yo vling (k Fria appienSuppkioemal Thai lWeauoc, their eytailian Io eendmdc cooncl v-deuce of such appmAi. IAdsaee a porn the A cop) of the Firs Stryparcwl Tout! IMenme in sstbuaItu0) tk roan au:h-d Io be -...ed a ern nk wuh the ern Chpk and it -tAbk for trrspaion b am roamed p,rsati Soaion J. 11 n hereby Auth-d nM append a P.W.- Of icul Sulcmem d.k City. ind thng the, wmer page all aPperd-natnded dereo, telmoig to the Series 2022 Bonds Tee dmnbutim of the PrehAdo ry Official Sfamm-w is IeraM Appal. The Nehni enY OfTkial Selirmool. u amended to wNorm to the hams of the Bond Rochmc Agamad, including EtbtbO A Ihado. all uuh ouch IXhcr dwaga all Ammdno as Art wu utlh agreed to bee the C. all (lie UMcrwnla, a ferns. Id-ld to. the 'Official Smmt 0 and 0. Manor Is t..* loth "NA to caea,c the 011toxl SW-j for all on betulfOflk Gn. The OfT.WSts<utrnttcHanby Appad in vibaav(u[k Ile for of Ile 1'rckmioary orrniil Smteineel wbimum m Inia nenmg AM (k Manor is k bn auhnnad w oonfcr unh 0e Tnaiee. the UAtorA ita all Bond Counsel in coda to compkse the Onleml Slmatirnl in wbsmnually Ik lbon of the 11h.diu !i ORTemI S"-, tel-nod a This awning uiih such changes as shall W app-d by ouch pasmot Ile MA)a's cyan:.. Io Can u- mmuOme aadcncc of ado Approval. (Ad- a la- III. A eta) of the Rchavoah O(Trcaal Sutemcm is on fok.0h Ile Cm Cle,kaMn a Lhk foe impataton b am. -Ad penal) Soaion5. In Arta Iopr WtheFortisnodaAdih- u{tai ntdch Utc Sans 202E BAiWS Arc Io be eold,o Nc UMeMrga, the Maya is kMby Wbon W all di tad to n, a e A Bond PA.,- Ag -in ao bctnif d it. City. to be rimed u of the chic of Ace ,. m urn III. 'Bond P-tia. Apoci -'). by And kotoen the CBy AM ere Und-ra, all the Doll Pttltnt Aprtcmenl a bereby Appad,n sutaumally Ik (prO submitted to it., mectntg all the MtAym is Iocr* Auboand w mnfcr with the UMaun aAM Bond CAAA.l to And. Io mmple a de Boil Pmehaae Agleancat in subaanuaiN the farm wbm41M to this mother& M.Ih a eb CkAp s As 0a11 be appmd be such pcnats cu Ag de lbod Fondue Agsoemc t. tsar etauwn,. --.,.A mrchtstse aidrnce of such Appaaal. (Advice a It- Iho A cop) of it. Rostd Purd.. Agnxmeru to wbstantulh the form imknrod to be -.d u on file uah therh clerk and era -bible fit iiaµctiar by am iacrcvdma pn.) Sonton 6. In Aide to prat& fee maminutng iLs to of ..stain fmaactal AM opcmtsng onforema- uIth IaPon to the Saks and U. Tay and the On, in .emplaces uilh (hepaasiont d Rule I k2-12 of I le U. S. 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