NOTICE - Chaffee Crossing

FORT CHAFFEEREDEVELOPMENT AUTHORITY

NOTICE

The regularly scheduled board meeting of the Fort Chalice Redevelopment Authority will beheld:

\Vhen: Thursday, 19 April 2018

Fort Chaffee Redevelopment Authority’Conference Room7020 Taylor AvenueFort Smith, Arkansas 72916

Time: 3:30 pm.

7020 Taylor Avenue, Fort Smith, Arkansas 72916Phone: (179) 152-4551 Fax: (479) 452-4566

E-Mail: fcrachaffeecrossingcom

FORT CHAFFEE REDEVELOPMENT AUTHORITYBOARD MEETING

April 19, 2018

AGENDA

i. Call to Order / Welcome I Introductions

ii. Attendance Call and Pledge of Allegiance

iii. Approval of Board Meeting Minutes

iv. Financial Report

v. Report from the Chair

vi. Committee Reportsa. Real Estate Review Committee

i. Offer from Memco, Inc. to Purchase 5 Acresii. Offer from ERC Create, LLC to Purchase 6 Acres

iii, Offer from J.S. Jones Enterprises, LLC to Purchase 2.12 Acresiv. Offer from Carrington Creek Holdings, LLC to Purchase 12.63 Acresv. Request from Beam Properties, LLC for First Right of Refusal on 32 Acres

vi. Offer from Beam Properties, LLC to Purchase 46 Acresvii. Consideration of FCRA Repurchasing Constitution Park From Lynn and Mary Merechica

vii. Executive Director’s Reporta. Report Items

i. Congressman Womack Visit to Young Children’s Homeii. Governor Hutchinson Visit to Q&A

iii. Chaffee Crossing Presentation to Noon Civics Club

b. Action Itemsi. Engagement of Przybysz & Associates for 2017 Audit

ii. Private Access Easement for Chaffee Commercial Propertiesiii. Resolution Supporting Proposed Millage for Fort Smith Public School Districtiv. Consideration of Addendum Extending Contract with Ghan & Cooper Commercial

Properties

viii. Announcementsa. May Board Meeting: May 17, 2018

ix. Adjourn

PendingApproval

MinutesFort Chaffee Redevelopment Authority

March 15, 2018 Board Meeting

TRUSTEESPRESENT Paul Beran, John Ciesla, Dean Gibson, Janie Glover, Paul McCollorn, ChuckPeacock, and ex-officio member Mike Tanner

ABSENT Kelly Clark, Galen Hunter, Don Keesee, and ex-officio members Judge David Hudson and MayorSandy Sanders

OTHERSPRESENT Ivy Owen, Janet Gabrey, Jill Gregory, Lone Robertson, Rod Williamson, BobCooper, Pat Mickle, Aric Mitchell, Steve Beam, Barry Owen, Doug Brubaker, David Tyler, Cliff Cabaness,Linda Shipley, Steve Core, and Alex Golden

CALL TO ORDERChairman Dean Gibson called the meeting to order at 3:34 p.m.

ATTENDANCE CALL AND PLEDGE OFA r1r.rnawrCEJanet Gabrey called attendance. A quorum was present. The Pledge of Allegiance was recited.

APPROVAL OF&UNUTESThe minutes of the February 15, 2018 board meeting were submitted for approval. Chuck Peacockmoved to approve the minutes. Janie Glover seconded the motion. Motion passed.

FINANCIAL REPORTThe February financial statements were provided to board members for review. Janet Gabrey discussedthe statements. The report was accepted.

CHAIR&L4NSREPORTChairman Dean Gibson expressed condolences for the loss of Larry Evans. Mr. Gibson stated Mr. Evans was acommitted employee and will be missed. Paul McCollom recommended a moment of silence on Mr. Evans’behalf.

COI&VUTTEE REPORTS -

REM ESTATEREWEW COZth1flEEEXTENSION REQUEST FOR BEAM PROPERTIES, LLC TO COMPLETE REQUIREDIMPROVEMENTS ON 15 ACRESPaul McCollom presented an extension request from Beam Properties, LLC to complete the requiredimprovements on 15 acres for a single-family residentiat/duplex development. The two tracts (one 10-acre and one 5-acre) are located in Springhill Estates on Hwy 59 and H Street in Barling. Steve Beamhas completed most of the dirt work and shouLd have utilities completed in 4-6 weeks, with pavingcompleted in 3 months. Mr. Beam stated lots will begin selling in a few months. Paul Beran movedon behalf of the Real Estate Review Committee to approve a one-year extension for BeamProperties, EEC to complete the required improvements on 15 acres in Barling. Chuck Peacockseconded the motion. Motion passed.

PendingApproval

OFFER FROM PREMIER HEATING & AIR, LLC TO PURCHASE 0.25 ACRESPaul McCol[om presented an offer from Premier Heating & Air, LLC to purchase 0.25 acres on FortChaffee Blvd. for $5,000. The buyer plans to build a parking lot on the property. However, the ChaffeeCrossing Master Plan calls for future buildings on this site. The RERC voted to recommend rejectingthe offer. Paul McCollom moved on behalf of the Real Estate Review Committee to reject the offerfrom Premier Heating & Air, LLC to purchase 0.25 acres on Fort Chaffee Blvd. Paul Beranseconded the motion. Motion passed.

OFFER FROM CABANESS FARMS, LLC TO PURCHASE 310 ACRESPaul McCollom presented an offer from Cabaness Farms, LLC to purchase 310 acres in Barling. Theoffer is $600 per acre for 268 acres of wetlands and flowage easement property, and S 1,000 per acre forthe remaining 42 acres, of which 27 acres will be donated to the non-profit organization EquestrianZone. Mr. McCollom stated the RERC has had conversations at length regarding this offer. A motionwas made at the last RERC meeting to recommend approval of the offer, but the motion failed due tolack of a second. The RERC is referring the item back to the board as a whole. Chuck Peacock statedthe City of Barling has no interest in this piece ofproperty. Mr. Peacock believes Cliff Cabaness cantake this eyesore and make a gem out of it. He feels this property will never be developed due to itbeing in a floodplain. Paul Beran stated there was previous interest in the property for industrial use.He added that this is one of the last large pieces of property that could be developed for industrial use,and the last prospect was a $100 million project bringing 100 jobs. Dr. Beran asked if the City ofBarling is okay with giving up the possibility of future projects. Mike Tanner stated the City of Barlinghas no reservations in FCRA selling the property to Mr. Cabaness. Ivy Owen stated the proposed use iswithin FCRA’s master land use plan. Most of this property has been designated for parks/recreationaluse. Mr. Owen stated Mr. Cabaness has agreed to a deed restriction, therefore speculation would not bean issue. Mr. Owen feels Mr. Cabaness will beautify the land and will generate extra business forBarling. Mr. Cabaness stated this sale will place the property on the Barling tax rolls. The plan is toclean up the property and open it up for public use. Mr. Cabaness believes the board and the RERChave done a tremendous job of doing its due diligence regarding this property. Chuck Peacock movedon behalf of the Real Estate Review Committee to approve the offer from Cabaness Farms, LLCto purchase 310 acres in Barling at $600 per acre for 268 acres and $1,000 per acre for 42 acres,with the caveat of a deed restriction. Janie Clover seconded the motion. Motion passed.

EXECUTIVE DIRECTOR’SREPORTLARRY EVANSIvy Owen reflected on the life of fellow FCRA co-worker Larry Evans. Mr. Evans will be greatlymissed.

MOU ON INTERMODAL PORTIvy Owen reported that port consultant John Vickerman presented an MOU for the intermodal port withUnion Pacific Railroad and Port of America. The two entities will take the next six months to perform adue diligence study. To have these two large developers show an interest this early on is anaccomplishment. The RITA board has been working on a port for almost 10 years. This is very goodnews.

2

PendingApproval

USO DANCE AND DINNER FUNDRMSERThe USO dance and dinner thndraiser was a success. Don Bailey and the UAFS Jazz Band performedspectacularly. Approximately 150 people were in attendance. The food and comradery were enjoyed byall. A profit of approximately $2,000 was made for the Historic District. Lone Robertson stated BruceTern’s catering was excellent and the UAFS band was stellar. Special thanks to Randy DeCanter, eventsponsor, and Steve and Robyn Dawson, event host.

ELVIS HAIRCUT DAYMarch 25t1i is the 60dI anniversary of the Elvis military buzz cut. An event will be held Saturday, March24th at the Barbershop Museum.

RIGHT-OF-WAY EASEMENT FOR ARKANSAS VALLEY ELECTRICIvy Owen presented a proposed right-of-way easement at Massard Road and 1-49 for Arkansas ValleyElectric. Mr. Owen recommended approval of the easement. Chuck Peacock moved to approve theright-of-way easement at Massard Road & 19 for Arkansas Valley Electric. Janie Cloverseconded the motion. l’1otion passed.

ANNOLWCEMEMTSThe next regular board meeting is scheduled for April 19, 2018

ADJOURNThere being no further business, the meeting was adjourned at 4:11 p.m.

ATTEST: THIS 19TH DAY OF APRIL 2018.

Chairman or Presiding Board Member

Secretary or Executive Director

SEAL

3

MARCH

FINANCIAL

REPORT

FT CHAFFEE REDEVELOPMENT AUTHORITYBALANCE SHEETS

MARCH 31, 2018

MBINED STATEMENT END OF

MONTH

ASSETS

BEGINNING OF

MONTH VARIANCE

$ 750.00 $3,161,640,46

129,565.5221,540.35

135,799,413,424.24

2,529.2831,400.00

5,894.1811,262.13

841.84

1150.003,160,129.68

250,829.50

19,994.48176,586.51

3,619.24

3,095.4831,400.006,813.35

18,941.42932.96

(400.001,510.78

(121,263.98

1,545.87(40,787.10

(195.00

(566.20;

0.00(919.17

(7,679.29:(91.12

Total Current Assets 3,504,647.41 3,673,492.62 (168,845.21

PROPERTY AND EQUIPMENTBuilding improvements

ftice equipment..quipmentVehiclesFurniture & fixturesLandscaping & site improvementsParking lots/drivewaysRailroad improvementsContruction in progressLand improvementsBuildingsBuildings donatedLand

688,906.3453,761.75

476,743.92

78,787.8657,139.00

209,142.00101,301,80187,070.77

273,505.32546,517.59

10,238.30920,346.00

10,732,353.60

688,906.3453,761.75

479,899.52

78,787.86

57,139.00209,142.00101,301.80187,070.77261,876.12546,51 7.59

10,238.30920,346.00

10,732,353.60

Total Fixed Assets

TOTAL ASSETS

14,335,814.25

$ 17,840,461.66

14,327,340.65

$ 18,000,833.27

8,473.60

S (160,371.61)

/3eall Barclay & company, PLC adhered to professional standards issued by the AICPA in the preparation of these financialtatements. No assurance is provided on these financial statements. The financial statements omit substantially all of theIisclosures required by accounting principles generally accepted in the United States of America.

CURRENT ASSETSPetty cash/cash on handCertificate of deposit - Arvest Wealth MgmtCash in bank - FNB generalCash in bank - FNB CC Historic Pres OrgCash in bank - UFCU payrollAccounts receivableAccounts receivable-leasingAccounts receivable-golf gourseInterest receivablePrepaid insuranceInventory - museum

$

0.000.00

(3,155.60)

0.000.000.00

0.00

0.0011,629.20

0.00

0.00

0.00

0.00

FT CHAFFEE REDEVELOPMENT AUTHORITYBALANCE SHEETS

MARCH 31, 2018

MBINED STATEMENT END OF

MONTH

BEGINNING OFMONTH VARIANCE

CURRENT LIABILITIES

LIABILITIES AND FUND BALANCE

Prepaid supportPrepaid lease incomeDeposits - leasingUnemployment taxes401K payableAccrued vacation payableSales tax payableBirthday/flower fund

$ 5,656.3916,162.99

5,890.003,862.714,600.44

28,685.00

(75,00)593.70

5,656.3921,442.32

5,790.00

3,326.03

11,535.5628,685.00

11.20

571.89

0.00(5,279.33

100.00

536.66

(6,935.12:0.00

(86.2021.81

Total Current Liabilities 65,376.23 77,018.39 (11,642.16)

FUND BALANCE

Investment in fixed assetsContributed capital - land/bldgs

md balanceYear-to-date earnings (loss)

2679,271.65

11,652,699.603,774,745.70(331,631.52)

2670,798.05

11,652,699.603,774,745.70(174,428.47)

8,473.600.000.00

(157,203.05)

TOTAL LIABILITIES AND FUND BALANCE

17,775,085.43

$ 17,840,461.66

17,923,614.88

S 18,000,833.27

(148,729.45)

S (160,371.51)

zcall Barclay & Company, PLC adhered to professional standards issued by the AICPA in the preparation of these financialtatements. No assurance is provided on these financial statements. The financial statements omit substantially all of theisciosures required by accounting principles generally accepted in the United States of America.

$ $

FT CHAFFEE REDEVELOPMENT AUTHORITYSTATEMENTS OF OPERATIONS AND BUDGET

IBINED STATEMENT 1 MONTH ENDED

MAR. 31, 2018

I MONTH ENDED

BUDGET

3 MONTHS ENDED 3 MONTHS ENDED

MAR- 31. 2018 BUDGET

ANNUAL

BUDGET

leall Barclay & Company, PLC adhered to professional standards issued by the AICPA in the preparation of these financial3

INCOMEContributions-government $ 0.00 $ 14,416.67 $ 0.00 $ 43,249.97$ 173,000.1Leases 21,623.71 18,750.00 62903.42 56,250.00 225,000,1Property sales 0.00 208,333.34 259,750.00 624,999.94 2,500,000.1Mowing income 0.00 750.00 0.00 2,250.00 9,000.1Rail car storage 9,538.00 6,666.67 9,538.00 19,999.97 80,000.1Historic district income 5,760.11 2,500.02 9,384.78 7,499.82 30,000.1

Total Income

COST OF GOODS SOLDCOGS - MuseumFreightLost/damaged goods

Total Cost of Goods Sold

GROSS PROFIT

OPERATING EXPENSESAccountingAdvertising & marketingBank service feesAuto allowanceChaffee museum expenseClosing costs

dit card feestjntract services

36,921.82 251,416.70 341,576.20 754,249.70 3,017,000.1

15.75 41.66 28.36 125.06 500.C0.00 4.16 0.00 12.56 50_c1.73 4.16 (5.60) 12.56 501

17.48 49.98 22.76 150.18 6001

36,904.34 251,366.72 341,553.44 754,099.52 3,016,4001

396.05 1,750.00 2,452.98 5,250.00 21,000.06,779.89 10,000.00 48,201.89 30,000.00 120,000.0

20.00 20.83 60,90 62.53 250.01862.78 2,041.66 5,938.10 6,125.06 24,500.0

0.00 291.66 1,429.29 875.06 3,500.00.00 2,500.00 4,338.11 7,500.00 30,000,0

12.50 20.83 37.50 62.53 250.01,627.50 12,499.99 14,240.34 37,500.09 150,000.0Commissions 0.00 17,708.33 25,120.00 53,125.03 212,500.0Conferences/professional dues 300.00 666.66 1,650.00 2,000.06 8,000.0

Dues and subscriptions 303.00 99.99 618.00 300.09 1,200.0Education 0.00 83.33 79.00 250.03 1,000.0Equipment expense 0.00 83.33 0.00 250.03 1,000.0Fuel 893.96 1,666.66 2,424.41 5,000.06 20,000.0Insurance 8,054.29 8,333.32 23,912.87 25,000.12 100,000.0’Insurance- health 8,006.83 9,000.00 28,568.57 27,000.00 108,000.0’Legal 2,317.50 4,166.65 8,262.63 12,500.15 50,000.01Maintenance and repairs 8,10243 7,499.98 14,258.38 22,500.18 90,000.01Meeting expense 0.00 166.66 150.00 500.06 2,000.01Penalties 0.00 0.00 27.76 0.00 0.01Postage 100.00 83.33 127.30 250.03 l,00Q.OlRent, equipment 4,886.25 0.00 4,886.25 0.00 0.01Retirement4Olk 2,202.25 2,625.00 7,022.33 7,875.00 31,500.01Salaries 64,855.98 69,283.33 206,054.17 207,850.03 831 400.01Salaries - incentives 0.00 1,249.99 0.00 3,750.09 1 5,000.01Security 120.74 249.99 362.22 750.09 3,000.01Supplies -office 283.14 833.33 1,246.52 2,500.03 10,000.01Taxes - payroll 5,417.42 5,458.33 19,517.33 16,375.03 65,500.01Taxes, license & permits 265.39 166.66 289.28 500.06 2,000.01Telephone/fax/internet/tv 967.96 1,208.33 3,069.13 3,625.03 14,500.01Travel 0.00 1,833.33 0.00 5,500.03 22,000.01Utilities 3,886.30 3,999.99 1 9,41 0.46 12,000.09 48,000.01

Total Operating Expenses 121,662.16 165,591.49 443,75572 496,776.59 1,987,100.01

tatements. No assurance is provided on these financial statements. The financial statements omit substantially all of thelisclosures required by accounting principles generally accepted in the United States of America.

FT CHAFFEE REDEVELOPMENT AUTHORITYSTATEMENTS OF OPERATIONS AND BUDGET

COMBINED STATEMENT I MONTH ENDED

MAR. 31, 2018

1 MONTH ENDED

BUDGET

3 MONTHS ENDED

MAR. 31. 2018

3 MONTHS ENDED

BUDGET

ANNUAL

BUDGETCMPITAL EXPENSES

Total Capital Expenses

_______________ ________________ _________________

OTHER INCOME (EXPENSES)Income - otherInterest incomeAHPP Grant - state incomeAHPP - construction

_______________ ________________ _________________

Total Other Income (Expenses)

______________ ______________ ________________

NET INCOME (LOSS)

____________ ____________ _____________

eall Barclay & Company, PLC adhered to professional standards issued by the AICPA in the preparation of these financialtatements. No assurance is provided on these financial statements. The financial statements omit substantially all of theisclosures required by accounting principles generally accepted in the United States of America.

Capital expenditures 11629.20 83333.33 44299.97 250,000.03 1000,000.0Construction & development 61967.30 83,333.33 182,666.15 250,000,03 1000,000.0

73,596.50 166,666.66 226,966.12 500,000.06 2,000,000.0

235.47 0.00 827.05 0.00 0.0915.80 0.00 1,509.83 0.00 0.0

0.00 0.00 9,600.00 0.00 0.0’0.00 0.00 (14,400.00) 0.00 0.0’

1,151.27 0.00 (2,463.12) 0.00 0.0’

S (157,203.05) $ (80,891.43) $ (331,631.52) $ (242.677.13) $ (970,700.0(

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COMMERCIAL PROP’

Fort Chaffee Redevelopment AuthorityAnn: Ivy Owen7020 Taylor AvenueFort Smith, AR 72916

RE: Chalice Crossing Letter of Intent (“LOP’)

The follosving proposal establishes the basic erms and conditions for the purchase of the referencedproperty below. This “LOl” is intended to cover business points of a proposed sale in a brief outlineform and is not intended to legally bind either party.

Location: 5 Acres +1- located on Roberts Boulevard across from Graphic PackatzinL’.See the attached Exhibit A for property location.

Properly ID Code: 6d77

Buyer’s Name: Memco. Inc. — Lain’ McGritT

Buyer’s Address: 296 Carlton Road. Hollister, Missouri 65672

Buyer’s Phone: 417-334-6681

Buyer’s Email: larrv.mcgriff(Ththemiddletonuroup.com

Purchase Price: $1 25.000.00 ($25.000MO Per Acre X 5 AcresThe purchase price will be finalized once the final surveyed size has beendetermined.

Escrow Deposit: $5,000.00 to be deposited with Waco Title upon successful execution of the

purchase contrpct by both Buyer and Seller.

Survey; The Fort Chalice Redevelopment Authority will provide a basic Boundary Survey.The Buyer will pay for any additional survey request or requirements directly tothe surveyor.

Closing Date: The closing of this transaction vill take place between May 2019 to September 2019.

Property Redevelopment Description: The project will consist of developing an industrialwarehouse/office between 15,000 SF to 30,000 SF (estimate probably will be 25,000 SF) with 22’ sidevall height, all metal. two docks, one drive in door and approdmately 400 SF of office space.

Memco, Inc. began as family owned business in Branson, Missouri in 1976. Using a two-car garage as a“warehouse” and a spare bedroom as the “offices”, a service company that specialized in productdistribution was born.

Julie and Robert Middleton worked very hard to convince food industry, manufacturing, and hospitalitycustomers that a small startup could meet theirjanitorial and protective apparel needs. With honesty andintegrity they worked hard to exceed the expectations of their competitors, sometimes making deliveriesinto the early morning hours when a plant would need product they hadn’t received from their supplierof record. Weekend deliveries were not unheard of and customers received the product they needed theway that they needed it. Memco was happy and grateful for each and every order that they received.That sense of customer appreciation and never taking any business for granted continues to defineMemco and all ofthe Middleton companies.

Memco is now a leading supplier of Janitorial, Packaging, Safety, Personal Protective Equipment andother products and services. We continue to grow to meet the challenges of today’s businesses. AtMemco we don’t just provide products, we provide solutions.

Estimated Construction Start Date: Monday, June01, 2020

Estimated Completion Date: Tuesday, June 01,2021

Bank Financing: EYes DNo

Current Utilities: Water: DYes No Sewer: ZYes GINo

Required Utilily Extensions (if any): Water is located 1000’ +1- to the west of this property per the

FCRA GIS Maps.

Paid for by: Buyer C Seller S

Number of Jobs to be Created:

Current Land Use Classification: Mixed Use: Industrial/Office

Land Use Classification Change Needed: DYes SNo

Land Use, Zoning and Design Guidelines. The Buyer is aware that the property being purchased has beendesignated to a specific land use classification by the Fort ChalTee Redevelopment Authority. The Buyer is awarethat the property being purchased has no zoning classification. The Buyer will be responsible, at the Buyer’scost, to have the property zoned to meet the needs of the intended use. The Seller agrees to execute the requireddocuments in order for the Buyer to have the property zoned. The Buyer will be responsible, at the Buyer’s cost,for any plats, replats or other development documentation required by the City of Fort Smith or the City of Barling.The Buyer is aware of the design guideline requirements connected to Chalice Crossing and the ChaliceCrossing Historic Area and understands that a full development plan will have to be approved by theDesign Review Committee. These guidelines may be obtained from the Fort Chaffee Redevelopment Authorityor [mm the Chaffee Crossing website (www.chaffeecrossing.com).

Ghan & Cooper Commercial Properties represents (lie Seller in this transaction. Nunnelee & VrightCommercial Properties represents the Buyer in this transaction.

There shall be no binding agreement between Seller and Buyer until such time as a mutually acceptablePurchase Agreement has been executed by Buyer and Seller.

Sincerely,

Robert P. Cooper Jr.Executive Broker

,47 A3/Date

Exhibit “A”

Property

(Drawing for reference purposes only. Full legal description and survey to be provided prior to closing.)

SubjectProperly

/A:

*1

4d

F0

FOR REFERENCE ONLY. FINLAY LAYOUTTO BE DETERMINED DY FINAL SURVEY.

I

0.2

Exhibit “B”Property Photos

COMMERCIAL PROP

Fort Chaffee Redevelopment AuthorityAnn: Ivy Owen7020 Taylor AvenueFort Smith, AR 72916

RE: Chaffee Crossing Letter of Intent (‘101”)

The following proposal establishes the basic terms and conditions for the purchase of the referencedproperty below. This “LOP’ is intended to cover business points of a proposed sale in a brief outlineform and is not intended to legally bind either party.

Location: 6 Acres +1- Located at the corner of McClure Drive & Wells Lake RoadSee the attached Exhibit A for property location.

Property ID Code: 5g/6

Buyer’s Name: ERC Create, LLC (Rod Coleman)

Buyer’s Address; 8101 McClure Drive, Suite 201, Fort Smith, Arkansas


Buyer’s Email: [email protected]

Purchase Price; $120,000.00 ($20,000.00 Per Acre X 6 Acres)The purchase price will be finalized once the final surveyed size has beendetermined.

Escrow Deposit; $1,000.00

Survey: The Fort Chaffee Redevelopment Authority will provide a basic Boundary Survey.The Buyer will pay for any additional survey request or requirements directly tothe surveyor.

Closing Date: Wednesday, December 05, 2018

Property Redevelopment Description: The Buyer will develop a commercial/retail/office/residential project

that will be similar to The Hub. This development will be an anchor

for the residential properties located to the south of this site that the

Buyer is developing.

Estimated Construction Start Date: Friday, March 01,2019

Estimated Completion Date: Monday, March 01,2021

Bank Financing: ElVes No

Current Utilities: Water: DYes No Sewer: DYes No

Required Utility Extensions (if any): Water & Sewer

Paid for by: Buyer C Seller

Number of Jobs to be Created: 30+ Construction Jobs.

Current Land Use Classification: Mixed Use: Neighborhood/Commercial/Ornce

Land Use Classification Change Needed: Lives No

New Land Use Classification: Prior to zoning, the land use may be changed to adapt to the development.

Other: I. This transaction will be contingent on the Buyer completing a 120-day feasibility study for

the property being purchased.

2. After the completion of the shale mining, the site will be left in a buildable condition for the Buyer.

Land Use, Zoning and Design Guidelines. The Buyer is aware that the property being purchased has beendesignated to a specific land use classification by the Fort Chaffee Redevelopment Authority. The Buyer is awarethat the property being purchased has no zoning classification. The Buyer will be responsible, at the Buyer’scost, to have the property zoned to meet the needs of the intended use. The Seller agrees to execute the requireddocuments in order for the Buyer to have the property zoned. The Buyer will be responsible, at the Buyer’s cost,for any plats, replats or other development documentation required by the City of Fort Smith or the City of Barling.The Buyer is aware of the design guideline requirements connected to Chaffee Crossing and the ChaffeeCrossing Historic Area and understands that a full development plan will have to be approved by theDesign Review Committee. These guidelines may be obtained from the Fort Chaffee Redevelopment Authorityor from the Chaffee Crossing website (www.chaffeecrossing.com).

Ghan & Cooper Commercial Properties represents the Buyer & Seller in this transaction.


Sincerely,

WI L½3-


Btrer Date

Exhibit “A”

Property


j!!AIJ&COOPERCOMMERCIAL PRO TIE

Fort Chaffee Redevelopment AuthorityMEn: Ivy Owen7020 Taylor AvenueFort Smith, AR 72916

RE: Chaffcc Crossing Letter of Intent (“LOl”)

The following proposal establishes the basic terms and conditions for the purchase of the referencedproperty below. This “LOl” is intended to cover business points of a proposed sale in a brief outlineform and is not intended to legally bind either party.

Location: 2.12 Acres +1- Locatcd on Fort Chaffee BoulevardSee the attached Exhibit A for property location.

Property ID Code: Pail of 2a120

Buyer’s Name: J.S. Jones Enterprises. LLC (Johnny Jones)

Buyer’s Address: 820! Mile Tree Drive. Fort Smith. Arkansas

Buyer’s Phone: (479) 719-6181

Buyer’s Email: isionesacec-ark.com

Purchase Price: $5Q9QQ.O0

Escrow Deposit: $1,000.00


Closing Datc: Wednesday, June 20, 2018

Property Redevelopment Description: The Buyer will develop new warehouse condos that can be leases or

purchased on this property.

Estimated Construction Start Date: Monday, October01, 2018

Estimated Completion Date: Tuesday, Uccember 31, 2019

Bank Financing: cJYes No

Current Utilities: Water: Ycs ONo Sewer: EYes UNo

Required Utility Extensions (if any): Water and sewer utilities are located on Fort Chaffee Boulevard.

The Buyer. at the Buyers cost, will be responsible for any utility

connections or extensions to the pronerty being purchased.

Utilities Paid for by: Buyer

Number of Jobs to be Created: 15 Construction Jobs. When completed, there could be 30+ lobs

created by local companies who will relocate to this development.

Current Land Use Classification: Mixed Use: Historic Area

Land Use Classification Change Needed: UVes No

New Land Use Classification: N/A

Other: After closing, the Buyer will grant to the Seller any easements needed across the property being

purchased.

Land Use, Zoning and Design Guidelines. The Buyer is aware that the property being purchased has bcendesignated to a specific land use classification by the Fort Chaffee Redeveiopment Authority. 1he Buyer is awarethat the property being purchased has no zoning classification. The Buyer will be responsible, at the Buyer’scost, to have the property zoned to meet the needs of the intended use. The Seller agrees to execute the requireddocuments in order for the Buyer to have the property zoned. The Buyer will be responsible, at the Buyer’s cost,for any plats, replats or other development documentation required by the City of Fort Smith or the City of Barling.The Buyer is aware of the design guideline requirements connected to Chaffee Crossing and the ChaffeeCrossing Historic Area and understands that a full development plan will have to be approved by theDesign Review Committee. These guidelines may be obtained from the Fort Chaffee Redevelopment Authorityor from the Chaffee Crossing websitc (www.chaffeecrossing.com),



Sincerely,

wP &y*.


Exhibit “A”

Property


Not to scale. For reference only.Final parcel size to be determinedby the final survey.

Gpg&jCOOPERCOMMERCIAL PROPjjI

Fort Chaffee Redevelopment AuthorityAttn: Ivy Owen7020 Taylor AvenueFort Smith, AR 72916

RE: Chaffee Crossing Letter of Intent (“LOl”)


Location: 12.63 Acres +1- located on McClure DriveSee the attached Exhibit A for property location.

Property ID Code: 5q/13

Buyer’s Name: Carrington Creek Holdings, LLC (Cary Smallwood & Matt Edwards)

Buyer’s Address: 7208 Forest Canyon Drive. Fort Smith, Arkansas 72916

Buyer’s Phone: (479) 806-7474 - Can’ Smallwood

Buyer’s Email: csmallwoodcarringtoncreek.com

Purchase Price: $70,000.00 (55.542.36 Per Acre X 12.63 Acres)The purchase price will be finalized once the final surveyed size has beendetermined.

Escrow Deposit: S 1,000.00


Closing Date: Wednesday, July 18, 2018

Property Redevelopment Description: The Buyer will develop a unique upscale townhouse development

using the elevations of the property to offset the buildings giving them

a natural feel within the wooded areas of the property.

Estimated Construction Start Date: Tuesday, January 01, 2019

Estimated Completion Date: Tuesday, September 01, 2020

Bank Financing: ØYes ONo

Current Utilities: Water: DYes No Sewer: DYes No

Required Utility Extensions (if any): Sewer is located at the corner of Massard Road & McClure Drive.

Water is located at the corner of Massard Road & McClure Drive as

well as above the property on McClure Drive just outside of Avalon.

Paid for by: Buyer Seller ü

Number of Jobs to be Created: 30+ Temporary Construction Jobs.

Current Land Use Classification: Park/Open Space (Public)

Land Use Classification Change Needed: EYes No

New Land Use Classification: Mixed Use: Residential/Commercial/Office

Other: N/A

Land Use, Zoning and Design Guidelines. The Buyer is aware that the property being purchased has beendesignated to a specific land use classification by the Fort Chaffee Redevelopment Authority. The Buyer is awarethat the property being purchased has no zoning classification. The Buyer will be responsible, at the Buyer’scost, to have the property zoned to meet the needs of the intended use. The Seller agrees to execute the requireddocuments in order for the Buyer to have the property zoned. The Buyer will be responsible, at the Buyer’s cost,for any plats, replats or other development documentation required by the City of Fort Smith or the City of Barling.The Buyer is aware of the design guideline requirements connected to Chaffee Crossing and the ChaffeeCrossing Historic Area and understands that a full development plan will have to be approved by theDesign Review Committee. These guidelines may be obtained from the Fort Chaffee Redevelopment Authorityor from the Chaffee Crossing website (www.chaffeecrossing.com).

Ghan & Cooper Commercial Properties represents the Seller in this transaction. Sagely & EdwardsRealtors represents the Buyer in this transaction.


Sincerely,

wP*.Robert P. Cooper Jr.Executive Broker

fllt

Exhibit “A”

Property


I

Exhibit “B”Property Photos

“1 çt

C QIIMflCIAL

Fort Chaffee Redevelopment AuthorityAtm: Ivy Owen7020 Taylor AvenueFort Smith, AR 72916

RE: Chaffee Crossing Letter of Intent (“LOl”) — FIRST MGI-IT OF REFUSAL

The following proposal establishes the basic terms and conditions from Beam Properties, LLC (Buyer)regarding the referenced property. This “LOI” is intended to cover business points of a proposed sale in abrief outline form and is not intended to legally bind either party.

Beam Properties, LLC, request a TWENTY-FOUR (24) MONTH FIRSTRIGHT OF REFUSAL to pLirchase the following properties:

Location: 32 Acres +1- located North of “11” Street on the Fort ChaffeeRedevelopment Authority North Property line in Barling Arkansas.Parcel 7a — Approximately 26 AcresParcel 7b — Approximately 2 AcresParcel 7f—Approximately 4 AcresFinal parcel size to be determined by the survey.See the attached Exhibit A.

l3uyer: Beam Properties, LLC

Buyer’s Address: 7201 South 28111 Street, Fort Smith, Arkansas 72908


Purchase Price: Purchase price to be determined at time of transaction.

Escrow Deposit: $500.00 Per Transaction

Survey: Yes. FCRA to provide basic Boundary Survey. Buyer will pay for anyadditional survey request or requirements directly to the surveyor.Seller will provide the survey once the Buyer has exercised the FirstRight of Refusal to purchase any or all of the properties listed above.

Closing Date: Within 60 Days after Buyer exercises its First Right of Refusal forthe above listed property.

Use of Property: Single/Duplex Family Development

Oilier: If the Seller’s board votes to accept an offer from a third paiiyBuyer on any or all of this property, then the Buyer shall have apci’iod of five(S) business (lays from receipt of notice from the Sellerto iiotll the Seller that it desires to purchase said Propelt’. If thisFirst Right of Refusal is exercised due to an accepted offer from athird party by the Seller’s board, then the Buyer will have to at leastmatch the j)urchase price terms from the Third Patty’s offer. TheBuyer will then have sixty (60) days after notifying Seller of itsintent to exercise its right to close on the l;ropelb’. This hventy4our(24) month first right of refusal period will commence 011 the 0)1 the(late both Buyer and Seller execute the First Right of Refusalagreement.

Land Use, Zoning and Design Guidelines. The Buyer is aware that the property being purchased hasbeen designated to a specific land use classification by the Fort Chaffee Redevelopment Authority. TheBuyer is aware that the property being purchased has no zoning classification. The Buyer will beresponsible, at the Buyer’s cost, to have the property zoned to meet the needs of the intended use. ‘theSeller agrees to execute the required documents in order for the Buyer to have the property zoned. TheBuyer will be responsible, at the Buyer’s cost, for any plats, replats or other development documentationrequired by the City of Fort Smith or the City of Bailing. The Buyer is aware of the design gnidclincrequirements connected to Chaffee Crossing and the Chaffee Crossing Historic Area andunderstands that a full development plan will have to be approved by the Design ReviewCojnniittce. These giudelines may be obtained from the Fort Chaffee Redevelopment Authority orfrom the Chaffee Crossing website (www.chalThecrossing.com).


There shall he no binding agreement between Seller and Buyer until such time as a mutually acceptablePurchase Agreement has been executed by Buyer and Seller.

Sincerely,


c -

Buyer Date

Exhibit ‘‘A”First Right of Refusal Property

(Drawing for reference purposes only. Full legal description and survey to be providedprior to closing.)

(t?IutENr

M\\’FROR _J±:1‘5) jjfr—Futuce Bridge

COMMERCIAL PROPE TIES

Fort Chaffee Redevelopment AuthorityAttn: Ivy Owen7020 Taylor AvenueFort Smith, AR 72916

RE: Chaffee Crossing Letter of Intent (“LOl”)


Location: 46 Acres +1- Located in Barling Arkansas on the North Fort Chaffee RedevelopmentAuthority Property boundary area.See the attached Exhibit A for property location.

Property ID Code: Part of Parcel 7q/60 —43 Acres +1-

Part of Parcel 7j/29 — 3 Acres +1-

The final parcel size will be determined by the final survey.

Buyer’s Name: Beam Properties, LLC

Buyer’s Address: 7201 South 28111 Street, Fort Smith, Arkansas 72908

Buyer’s Phone: (479) 651-6153

Buyer’s Email: sbeam’thstevebeamconstruction.com

Purchase Price: $46,000.00 (S 1,000.00 Per Acre X 46 Acres)The purchase price will be finalized once the final surveyed size has beendetermined.

Escrow Deposit: $500.00


Closing Date: Tuesday, June 19, 2018

Property Redevelopment Description: The Buyer will use this property for a commercial fill site open to local

contractors. The Buyer will allow dirt, rocks and concrete types of

materials on the site. The Buyer will keep the property in a secured,

safe and clean manner at all times.

Estimated Construction Start Date: Wednesday, June 20, 2018

Estimated Construction Completion Date: Sunday, June 20, 2021

Bank Financing: CVes No

Current Utilities: Water: DYes No Sewer: DYes GNu

Buyer will be responsible for all utility extensions to the property being purchased. GD

Number of Jobs to be Created: 10

Current Land Use Classification: Park/Open Space (Public) & Single Family Residential

Land Use Classification Change Needed: DYes N’o

Other: The Buyer will have an access easement from the west side of the property being purchased to

Highway 59.

Land Use, Zoning and Design Guidelines. The Buyer is aware that the property being purchased has beendesignated to a specific land use classification by the Fort Chaffee Redevelopment Authority. The Buyer is awarethat the property being purchased has no zoning classification. The Buyer will be responsible. at the Buyer’scost, to have the property zoned to meet the needs of the intended use. The Seller agrees to execute the requireddocuments in order for the Buyer to have the property zoned. The Buyer will be responsible, at the Buyer’s cost,for any plats, replats or other development documentation required by the City of Fort Smith or the City of Barling.The Buyer is aware of the design guideline requirements connected to Chaffee Crossing and the ChaffeeCrossing Historic Area and understands that a full development plan will have to be approved by theDesign Review Committee. These guidelines may be obtained from the Fort Chaffee Redevelopment Authorityor from the Chaffee Crossing website (www.chaffeecrossing.com).



Sincerely,


Buyer Pale

Exhibit “A”

Properb’


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L

Subject Property

1a

1/

March 29, 2018

Mr. and Mn. Lynn Marechka

PD Box 1623

Van Buren, Ar. 72957

Dear Lynn and Mary:

Re: Purchase of Constitution Park

FORT CHAFFEEREDEVELOPMENT

AUTHORITY

Pursuant to our discussion yesterday, the Fort Chaffee Redevelopment Authority (FCRA) proposes topurchase the 4 acre tract of land known as Constitution Park located on Taylor Avenue at Chaffee

Crossing. Our offer to purchase Is CONTINGENT UPON APPROVAL OF OUR BOARD OF DIRECTORS at ourApril 19 meeting. FCRA is offering $60,000 (Sixty Thousand Dollars) for the 4 acre tract. The Seller willpay all Closing Costs related to the sale.

If you have any questions regarding this offer, plea5e let me know.

Sincerely,

Executive Director

7020 Taylor Avenue • Fort Smith, AR 72916 • Ph: 479.452.4554 • Fax: 479.452.4566 • www.chaffetcrosslng.com

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PRZYBYSZ___&ASSOCIATES

CERTIFIED PUBLIC ACCOUNTANTS

January 5,2018

Fort Chaffee Redevelopment Authority7020 Taylor AvenueFort Smith, AR 72916

We are pleased to confirm our understanding of the services we are to provide the Fort ChaffeeRedevelopment Authority (the Entity) for the year ended December 31, 2017. We will audit thefinancial statements, which includes the governmental activities, and the related notes to thefinancial statements, which collectively comprise the basic financial statements of the Entity asof and for the year ended December 31, 2017. Accounting standards generally accepted in theUnited States of America provide for certain required supplementary information (RSI). such asmanagement’s discussion and analysis (MD&A), to supplement the Entity’s basic financialstatements. Such information, although not a part of the basic financial statements, is required bythe Governmental Accounting Standards Board who considers it to be an essential part offinancial reporting for placing the basic financial statements in an appropriate operational,economic, or historical context. As part of our engagement, we will apply certain Limitedprocedures to the Entity’s RSI in accordance with auditing standards generally accepted in theUnited States of America. These limited procedures will consist of inquiries of managementregarding the methods of preparing the information and comparing the information forconsistency with management’s responses to our inquiries, the basic financiaL statements, andother knowledge we obtained during our audit of the basic financial statements. We will notexpress an opinion or provide any assurance on the information because the limited proceduresdo not provide us with sufficient evidence to express an opinion or provide any assurance. Thefollowing RSI is required by generally accepted accounting principles and will be subjected tocertain limited procedures, but will not be audited:

1) Management’s Discussion and Analysis.

2) Budgetary Comparison Schedule — Special Revenue Fund

Audit Objectives

The objective of our audit is the expression of an opinion as to whether your financial statementsare fairly presented, in all material respects, in conformity with U.S. generally acceptedaccounting principLes and to report on the fairness of the supplementan’ information referred toin the second paragraph when considered in relation to the financial statements as a whole. Ouraudit will be conducted in accordance with auditing standards generally accepted in the UnitedStates of America and the standards for financial audits contained in Govel7unent AuditingStandards, issued by the Comptroller General of the United States, and will include tests of theaccounting records of the Entity and other procedures we consider necessary to enable us toexpress such opinions. We will issue a written report upon completion of our audit of Entity’s

4200 Jenny Lind Road, Ste BFort Smith, Arkansas 72901

Ph: 479.649.0888 email: [email protected], seleetland ng .com

financial statements. Our report will be addressed to the governing board of the Entity. Wecannot provide assurance that unmodified opinions will be expressed. Circumstances may arisein which it is necessary for us to modify our opinions or add emphasis-of-matter or other-matterparagraphs. If our opinions on the financial statements are other than unmodified, we will discussthe reasons with you in advance. If circumstances occur related to the condition of your records,the availability of sufficient, appropriate audit evidence, or the existence of a significant risk ofmaterial misstatement of the financial statements caused by error, fraudulent financial reporting.or misappropriation of assets, which in our professional judgment prevent us from completingthe audit or forming an opinion on the financial statements, we retain the right to take any courseof action permitted by professional standards, including declining to express an opinion or issuea report, or withdrawing from the engagement.

We will also provide a report (that does not include an opinion) on internal control related to thefinancial statements and compliance with the provisions of laws, regulations, contracts, and grantagreements, noncompliance with which could have a material effect on the financial statementsas required by Govenunent Auditing Standards. The report on internal control and on complianceand other matters will include a paragraph that states (1) that the purpose of the report is solely todescribe the scope of testing of internal control and compliance, and the results of that testing,and not to provide an opinion on the effectiveness of the Entity’s internal control on compliance,and (2) that the report is an integral part of an audit performed in accordance with GovernmentAuditing Standards in considering the entity’s internal control and compliance. The paragraphwill also state that the report is not suitable for any other purpose. If during our audit we becomeaware that the Entity is subject to an audit requirement that is not encompassed in the tenns ofthis engagement, we will communicate to management and those charged with governance thatan audit in accordance with U.S. generally accepted auditing standards and the standards forfinancial audits contained in Government Auditing Standards may not satisfy the relevant legal,regulatory, or contractual requirements.

Audit Procedures—General

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements; therefore, our audit will involve judgment about the number oftransactions to be examined and the areas to be tested. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of significant accountingestimates made by management, as well as evaluating the overall presentation of the financialstatements. We will plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. whether from (1) errors. (2) fraudulentfinancial reporting, (3) misappropriation of assets, or (4) violations of laws or governmentalregulations that are attributable to the government or to acts by management or employees actingon behalf of the government. Because the determination of abuse is subjective, GovernmentAuditing Standards do not expect auditors to provide reasonable assurance of detecting abuse.

Because of the inherent limitations of an audit, combined with the inherent limitations of internalcontrol, and because we will not perform a detailed examination of all transactions, there is a riskthat material misstatements may exist and not be detected by us, even though the audit isproperly planned and performed in accordance with U.S. generally accepted auditing standardsand Govenunent Auditing Standards. In addition, an audit is not designed to detect immaterialmisstatements or violations of laws or governmental regulations that do not have a direct andmaterial effect on the financial statements. However, we will inform the appropriate level of

management of any material errors, fraudulent financial reporting, or misappropriation of assetsthat come to our attention. We will also infonn the appropriate level of management of anyviolations of laws or governmental regulations that come to our attention, unless clearlyinconsequential, and of any material abuse that comes to our attention. Our responsibility asauditors is limited to the period covered by our audit and does not extend to later periods forwhich we are not engaged as auditors.

Our procedures will include tests of documentary evidence supporting the transactions recordedin the accounts, and may include tests of the physical existence of inventories, and directconfirmation of receivables and certain other assets and liabilities by correspondence withselected individuals, funding sources, creditors, and financial institutions. We will requestwritten representations from your attorneys as part of the engagement, and they may bill you forresponding to this inquiry. At the concLusion of our audit, we wilt require certain writtenrepresentations from you about your responsibilities for the financial statements; compliancewith laws, regulations, contracts, and grant agreements; and other responsibilities required bygenerally accepted auditing standards.

Audit Procedures—Internal Control

Our audit will include obtaining an understanding of the government and its environment,including internal control, sufficient to assess the risks of material misstatement of the financialstatements and to design the nature, timing, and extent of further audit procedures. Tests ofcontrols may be performed to test the effectiveness of certain controls that we consider relevantto preventing and detecting errors and fraud that are material to the financial statements and topreventing and detecting misstatements resulting from illegal acts and other noncompliancematters that have a direct and material effect on the financial statements. Our tests, if performed,will be less in scope than would be necessary to render an opinion on internal control and,accordingly, no opinion will be expressed in our report on internal control issued pursuant toGovenunent A uchtzng Stcuidards.

An audit is not designed to provide assurance on internal control or to identify significantdeficiencies or material weaknesses. However, during the audit, we will communicate tomanagement and those charged with governance internal control related matters that are requiredto be communicated under AICPA professional standards and Government Auditing Standards.

Audit Procedures—Compliance

As part of obtaining reasonable assurance about whether the financial statements are free ofmaterial misstatement, we will perform tests of the Entity’s compliance with the provisions ofapplicable laws, regulations, contracts, agreements, and grants. However, the objective of ouraudit will not be to provide an opinion on overall compliance and we will not express such anopinion in our report on compliance issued pursuant to Goveninient Auditing Standards.

Other Services

We will also assist in preparing the financial statements and related notes of the Entity inconformity with U.S. generally accepted accounting principles based on information provided byyou. These nonaudit services do not constitute an audit under Government Auditing Standardsand such services will not be conducted in accordance with Goi’enunent Auditing Standards. Wewill perform the services in accordance with applicable professional standards. The otherservices are limited to the financial statement services previously defined. We, in our sole

professional judgment, reserve the right to refl.ise to perform any procedure or take any actionthat could be constmed as assuming management responsibilities.

Management Responsibilities

Management is responsible for establishing and maintaining effective internal controls, includingevaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectivesare met; following laws and regulations: and ensuring that management is reliable and financialinformation is reliable and properly reported. Management is also responsible for implementingsystems designed to achieve compliance with applicable laws, regulations, contracts, and grantagreements. You are also responsible for the selection and application of accounting principles,for the preparation and fair presentation of the financial statements and all accompanyinginformation in conformity with U.S. generally accepted accounting principles, and forcompliance with applicable laws and regulations and the provisions of contracts and grantagreements.

Management is also responsible for making all financial records and related informationavailable to us and for the accuracy and completeness of that information. You are alsoresponsible for providing us with (I) access to all information of which you are aware that isrelevant to the preparation and fair presentation of the financial statements, (2) additionalinformation that we may request for the purpose of the audit, and (3) unrestricted access topersons within the government from whom we determine it necessary to obtain audit evidence.

Your responsibilities include adjusting the financial statements to correct material misstatementsand for confirming to us in the written representation letter that the effects of any uncorrectedmisstatements aggregated by us during the current engagement and pertaining to the latest periodpresented are immaterial, both individually and in the aggregate, to the financial statements takenas a whole.

You are responsible for the design and implementation of programs and controls to prevent anddetect fraud, and for informing us about all known or suspected fraud affecting the governmentinvolving (1) management, (2) employees who have significant roles in internal control, and (3)others where the fraud could have a material effect on the financial statements. Yourresponsibilities include informing us of your knowledge of any allegations of fraud or suspectedfraud affecting the government received in communications from employees, former employees,grantors, regulators, or others. In addition, you are responsible for identifying and ensuring thatthe government complies with applicable laws, regulations, contracts, agreements, and grantsand for taking timely and appropriate steps to remedy fraud and noncompliance with provisionsof laws. regulations, contracts or grant agreements, or abuse that we report.

You are responsible for the preparation of the supplementary information, which we have beenengaged to report on, in conformity with U.S. generally accepted accounting principles. Youagree to include our report on the supplementary information in any document that contains andindicates that we have reported on the supplementary information. You also agree to include theaudited financial statements with any presentation of the supplementary information thatincludes our report thereon or make the audited financial statements readily available to users ofthe supplementary information no later than the date the supplementary information is issuedwith our report thereon. Your responsibilities include acknowledging to us in the writtenrepresentation letter that (1) you are responsible for presentation of the supplementaryinformation in accordance with GAAP; (2) you believe the supplementary information, including

its form and content, is fairly presented in accordance with GAAP; (3) the methods ofmeasurement or presentation have not changed from those used in the prior period (or, if theyhave changed, the reasons for such changes); and (4) you have disclosed to us any significantassumptions or interpretations underlying the measurement or presentation of the supplementaryinformation.

Management is responsible for establishing and maintaining a process for tracking the status ofaudit findings and recommendations. Management is also responsible for identifying andproviding report copies of previous financial audits, attestation engagements, performance auditsor other studies related to the objectives discussed in the Audit Objectives section of this letter.This responsibility includes relaying to us corrective actions taken to address significant findingsand recommendations resulting from those audits, attestation engagements, performance audits,or other studies. You are also responsible for providing management’s views on our currentfindings, conclusions, and recommendations, as well as your planned corrective actions, for thereport, and for the timing and format for providing that information.

You agree to assume all management responsibilities relating to the financial statements andrelated notes and any other nonaudit services we provide. You will be required to acknowledgein the management representation letter our assistance with preparation of the financialstatements and related notes and that you have reviewed and approved the financial statementsand related notes prior to their issuance and have accepted responsibility for them. Further, youagree to oversee the nonaudit services by designating an individual, preferably from seniormanagement, with suitable skill, knowledge. or experience; evaluate the adequacy and results ofthose services; and accept responsibility for them.

Engagement Administration, Fees, and Other

We may from lime to time, and depending on the circumstances, use third-party serviceproviders in serving your account. We may share confidential information about you with theseservice providers, but remain committed to maintaining the confidentiality and security of yourinformation. Accordingly, we maintain internal policies, procedures, and safeguards to protectthe confidentiality of your personal information. In addition, we will secure confidentialityagreements with all service providers to maintain the confidentiality of your information and wewill take reasonable precautions to determine that they have appropriate procedures in place toprevent the unauthorized release of your confidential information to others. In the event that weare unable to secure an appropriate confidentiality agreement, you will be asked to provide yourconsent prior to the sharing of your confidential information with the third-party service provider.Furthermore, we will remain responsible for the work provided by any such third-party serviceproviders.

We understand that your employees will locate any documents selected by us for testing.

We will provide 5 copies of our reports to the Entity (additional copies will be provide at anadditional cost); however, management is responsible for distribution of the reports and thefinancial statements. Unless restricted by law or regulation, or containing privileged andconfidential information, copies of our reports are to be made available for public inspection.

The audit documentalion for this engagement is the property of Przybysz & Associates, CPAs,P.C. and constitutes confidential information. However, subject to applicable laws andregulations, audit documentation and appropriate individuals will be made available upon request

and in a timely manner to regulator or its designee, a federal agency providing direct or indirectfunding, or the U.S. Government Accountability Office for purposes of a quality review of theaudit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you ofany such request. If requested, access to such audit documentation will be provided under thesupervision of Przybysz & Associates, CPAs, P.C. personnel. Furthermore, upon request, wemay provide copies of selected audit documentation to the aforementioned parties. These partiesmay intend, or decide, to distribute the copies or information contained therein to others,including other governmental agencies.

The audit documentation for this engagement will be retained for a minimum of five years afterthe report release date or for any additional period requested by the regulator. If we are awarethat a federal awarding agency or auditee is contesting an audit finding, we will contact theparty(ies) contesting the audit finding for guidance prior to destroying the audit documentation.

Marc Lux is the engagement partner and is responsible for supervising the engagement andsigning the reports or authorizing another individual to sign them.

We estimate our fee for these services will be $6,100. This fee is based on anticipatedcooperation from your personnel and other parties involved in the audit, and the assumption thatunexpected circumstances will not be encountered during the engagement. If significantadditional time is necessary, we will discuss it with you and arrive at a new fee estimate beforewe incur the additional costs. Our invoices for these fees will be rendered each month as workprogresses and are payable on presentation. In accordance with our firm policies, work may besuspended if your account becomes 30 days or more overdue and will not be resumed until youraccount is paid in hill. If we elect to terminate our services for nonpayment, our engagement willbe deemed to have been completed upon written notification of termination, even if we have notcompleted our report. You will be obligated to compensate us for all time expended and toreimburse us for all out-of-pocket expenditures through the date of termination,

Alternative Dispute Resolution (ADR)

If any dispute, controversy or claim arises in connection with the performance or breach of thisAgreement, either party may, upon written notice to the other party, request facilitatednegotiations. Such negotiations shall be assisted by a neutral facilitator acceptable to bothparties and shall require the best efforts of the parties to discuss with each other in good faiththeir respective positions and, respecting their different interests, to finally resolve such dispute.

Each party may disclose any facts to the other party or to the facilitator that it, in good faith,considers necessary to resolve the dispute. However, all such disclosures shall be deemed infurtherance of settlement efforts and shall not be admissible in any subsequent litigation againstthe disclosing party. Except as agreed by both parties, the facilitator shall keep confidential aLlinformation disclosed during negotiations. The facilitator shall not act as a witness for eitherparty in any subsequent arbitration between the parties.

Such facilitated negotiations shall conclude within sixty days from receipt of the written noticeunless extended by mutual consent. The parties may also agree at any time to terminate or waivefacilitated negotiations. The costs incurred by each party in such negotiations shall be borne byit; the fees and expenses of the facilitator, if any, shall be borne equally by the parties.

If any dispute, controversy or claim arises in connection with the performance or breach of thisAgreement and cannot be resolved by facilitated negotiations (or the parties agree to waive that

process) then such dispute, controversy or claim shall be settled by arbitration in accordance withthe laws of the State of Arkansas and the then current Commercial Rules of the AmericanArbitration Association (“AAA”), except that no pre-hearing discovery shall be permitted unlessspecifically authorized by the arbitration panel, and shall take place in Fort Smith, Arkansas,unless the parties agree to a different locaLe.

Such arbitration shall be conducted before an arbitrator selected by the AAA. The arbitrationpanel shall have no authority to award non-monetary or equitable relief, and any monetary awardshall not include punitive damages. The confidentiality provisions applicable to facilitatednegotiation shall also apply to arbitration.

The award issued by the arbitration panel may be confirmed in a judgment by any federal or statecourt of competent jurisdiction. All reasonable costs of both parties, as determined by thearbitrators, including but not limited to (1) the costs, including reasonable attorneys’ fees, of thearbitration; (2) the fees and expenses of the AAA and the arbitrators; and (3) the costs, includingreasonable attorneys’ fees, necessary to confirm the award in court shall be borne entirely by thenon-prevailing party (to be designated by the arbitration panel in the award) and may not beallocated between the parties by the arbitration panel. TO THE EXTENT ANY MATTER ISNOT ARBITRABLE HEREUNDER; THE PARTIES MUTUALLY WAIVE TRIAL BY JURYIN ANY ACTION, SUIT OR PROCEEDING TO RESOLVE SUCH MATTER.

Government Auditing Standards require that we provide you with a copy of our most recentexternal peer review report and any letter of comment, and any subsequent peer review reportsand letters of comment received during the period of the contract. Our 2015 peer reviewaccompanies this letter.

We appreciate the opportunity to be of service to the Entity and believe this letter accuratelysummarizes the significant terms of our engagement. If you have any questions, please let usknow. If you agree with the terms of our engagement as described in this letter, please sign theenclosed copy and return it to us.

Very truly yours,

Przybysz & Associates, CPAs, P.C.

RESPONSE:

This letter correctly sets forth the understanding of the Entity.

By:

________________________________

Title:

_________________________________________

Date:

FORT CHAFFEE REDEVELOPMENT AUTHORITYRESOLUTION NO. 04-01-18

A RESOLUTION SUPPORTING THE PASSAGE OF THE PROPOSED MILLAGE FOR THEFORT SMITH PUBLIC SCHOOL DISTRICT

WHEREAS, the Fort Smith Public School District Board Members have unanimously voted topursue a May 22, 2018 referendum asking Sebastian County voters to approve a 5.558 millincrease to fund S 120.822 million in financed projects and $825,000 in annual recurring costs,with district-wide safety and security upgrades comprising approximately $35 million, or aroundone-third of the total; and a new $ 13.725 million Career and Technology Center (C&TC)featuring specialized lab spaces and classrooms for courses in healthcare, informationtechnology, and manufacturing (with an estimated completion date of the C&TC in August of2020); and

WHEREAS, the increased millage will improve safety and security in existing school buildingsacross the district as well as provide new workforce education opportunities that support regionalbusinesses; and

VHEREAS, the Referendum is essential to the future growth of Fort Smith Public Schools andwill provide students and faculty with safe facilities conducive to learning and creatingopportunities for future growth; and

WHEREAS, the millage will enable the Fort Smith Public School District to remain competitivewith school districts that enjoy larger tax bases and generate higher revenue per mill while notestablishing the highest per mill rate among those schools; and

WHEREAS, the Fort Smith Public School District has not asked Sebastian County residents fora millage increase since 1987; and

VHEREAS, the Fort Chaffee Redevelopment Authority Public Trust has held up to 71 acres forthe Fort Smith Public School District to develop new educational facilities since January’ 26,2011 and will continue to do so for a period of 10 years to expire in January 2021, in compliancewith the terms of the mutual agreement to convey by warranty deed said parcel at such time thatthe Fort Smith Public School District is prepared to begin development of said parcel;

NOW, THEREFORE, BE IT HEREBY RESOLVED: Fort Chaffee RedevelopmentAuthority supports passage of the Fort Smith Public School millage referendum, as it appears onthe May 22, 2018 Primary Election Ballot.

This resolution passed this 19th day of April 2018.

FORT CHAFFEE REDEVELOPMENT AUTHORITY

By:

_________________________

Paul McCollom II, Vice-Chairman

ATTEST:

Don Keesee, Secretary/Treasurer

ADDENDUM TO THE EXCLUSIVE RIGHT-TO-SELL AGREEMENT

Regarding the Exclusive Right-to-Sell Agreement (Form Serial Number 027652-200133-7191951) datedMay 17, 2012 between R.H. Ghan Commercial Properties and assigned to R.H. Ghan & CooperCommercial Properties on April 16, 2015 (Form Serial Number 021919-300142-8593259) (hereaftercalled “Listing Firm”) and Fort Chaffee Redevelopment Authority (hereafter called “Seller”) covering thereal property know as “Chaffee Crossing” as shown an the attached Exhibit “A” (the “Property”), thefollowing changes and/or additions apply:

1. Expiration Date Change: Seller and Listing Firm agree to extend the current Exclusive Right-to-SellAgreement expiration date from the current expiration date of May 17, 2018, to a new expiration date ofMay 17, 2021.

2. Company Name Change: The name of the Listing Firm is hereby changed to Ohan & CooperCommercial Properties.

This Addendum to the Exclusive Right-to-Sell Agreement, upon its execution by both parties, is herewithmade an integral part of the aforementioned Exclusive Right-to-Sell Agreement.

All other terms as provided in the initial Exclusive Right-to-Sell Agreement (Form Serial Number 027652-200133-7191951) dated May 17, 2012 and the First Addendum to the Exclusive Right-to-Sell Agreement(Form Serial Number 021919-300142-8593259) dated April 16,2015 are incorporated herein by referenceand remain exactly as set forth therein, solely except those amended above.

This Addendum to the Exclusive Right-to-Sell Agreement may be executed in multiple counterparts eachof which shall be regarded as an original hereof but all of which together shall constitute the same.

Listing Firm: Seller:R.H. Chan & Cooper Commercial Properties Fort Chaffee Redevelopment Authority

Robert P. Cooper Jr., Executive Broker Paul McCollom II, Vice-Chairman

Date Date

Ivy Owen, Executive Director

Date

EXHIBIT A

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