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HomeMy WebLinkAboutOrdinance 23028-12-2017THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, PARKER, WISE AND JOHNSON CITY OF FORT WORTH On the Sth day of December, 2017, the City Council of the City of Fort Worth, Texas, met in regular, open, public meeting in the City Council Chamber in the City Hall, and roll was called of the duly constituted members of the City Council, to-wit: _� B���y �'���;-��: �,�,� - Carlos E. Flores, Brian Byrd Cary Moon, Gyna Bivens, Jungus Jordan, Dennis Shingleton, Kelly Allen Gray, Ann Zadeh, David Cooke, Sarah J. Fullenwider, Mary J. Kayser Aaron Bovos, Mayor : Councilmembers, City Manager, City Attorney, City Secretary, Chief Financial Officer/Director of Financial Management Services thus constituting a quorum present; and after the City Council had transacted certain business, the following business was transacted, to-wit: , .�, Councilmember C� �'��� �`��'h/ �introduced an ordinance and moved its passage. The motion was seconded by Councilmember �%�'.-`-�-The ordinance was read by the City Secretary. The motion, carrying with it the passage of the ordinance, prevailed by a vote of��_ /� , YEAS�; NAYS. The ordinance as passed is as follows: ORDINANCE NO.V62$12-2017 AN ORDINANCE approving and authorizing the issuance by the City of Fort Worth, Texas of its Water and Sewer System Commercial Paper Notes, Callable CP Series, in an aggregate principal amount at any one time outstanding not to exceed $150,000,000 to provide interim financing to pay Project Costs for Eligible Projects and to refund obligations issued in connection with Eligible Projects; approving and authorizing certain authorized officers and employees to act on behalf of the City in the selling and delivery of such Commercial Paper Notes, within the limitations and procedures specified herein; making certain covenants and agreements in connection therewith; resolving other matters incident and related to the issuance, sale, security and delivery of such Commercial Paper Notes, including the appointment of an Issuing and Paying Agent, a Dealer and a Calculation Agent and approval of an Issuing and Paying Agent Agreement, a Dealer Agreement and a Calculation Agent Agreement; approving the use of an Offering Memorandum in connection with the sale from time to time of such Commercial Paper Notes; and providing an effective date. THE STATE OF TEXAS • COUNTIES OF TARRANT, DENTON,WISE, PARKER AND JOHNSON • CITY OF FORT WORTH • WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer") is a home-rule municipality, acting as such under the Constitution and laws of the State of Texas, has a population in excess of 50,000, and has outstanding long-term indebtedness that is rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long-term obligations; and WHEREAS, the City currently has outstanding three classes of obligations supported by a pledge of and lien on the net revenues of the System (hereinafter defined), the first such class being revenue bonds and other obligations issued or incurred by the City under the terms of the Master Ordinance (hereinafter defined) and a Supplement(hereinafter defined) payable from and secured by a first lien on and pledge of the net revenues of the System (hereinafter defined as the "Prior Lien Obligations"); the second such class issued by the City under the terms of the Master Ordinance being revenue bonds payable from and secured by a lien on and pledge of the net revenues of the System subordinate to the pledge of and lien on the net revenues securing the Prior Lien Obligations and other obligations hereafter issued on a parity with the Prior Lien Obligations (hereinafter defined as the "Subordinate Lien Bonds"); and the third such class being certificates of obligation issued by the City payable from and secured by ad valorem taxes and a subordinate lien on and limited pledge of the System's net revenues subordinate to the pledge of and lien on the net revenues securing the Prior Lien Obligations and the Subordinate Lien Bonds (hereinafter defined as the "Subordinate Lien Obligations"); and WHEREAS, the commercial paper notes authorized to be issued pursuant to this Ordinance constitute bond anticipation notes which the City intends to retire through the issuance of its revenue bonds; and 1 ORDINANCE NO. � �--�1�2-2017 AN ORDINANCE approving and authorizing the issuance by the City of Fort Worth, Texas of its Water and Sewer System Commercial Paper Notes, Callable CP Series, in an aggregate principal amount at any one time outstanding not to exceed $150,000,000 to provide interim financing to pay Project Costs for Eligible Projects and to refund obligations issued in connection with Eligible Projects; approving and authorizing certain authorized officers and employees to act on behalf of the City in the selling and delivery of such Commercial Paper Notes, within the limitations and procedures specified herein; making certain covenants and agreements in connection therewith; resolving other matters incident and related to the issuance, sale, security and delivery of such Commercial Paper Notes, including the appointment of an Issuing and Paying Agent, a Dealer and a Calculation Agent and approval of an Issuing and Paying Agent Agreement, a Dealer Agreement and a Calculation Agent Agreement; approving the use of an Offering Memorandum in connection with the sale from time to time of such Commercial Paper Notes; and providing an effective date. THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON CITY OF FORT WORTH WHEREAS, the City of Fort Worth, Texas (the "City" or the "Issuer") is a home-rule municipality, acting as such under the Constitution and laws of the State of Texas, has a population in excess of 50,000, and has outstanding long-term indebtedness that is rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long-term obligations; and WHEREAS, the City currently has outstanding three classes of obligations supported by a pledge of and lien on the net revenues of the System (hereinafter defined), the first such class being revenue bonds and other obligations issued or incurred by the City under the terms of the Master Ordinance (hereinafter defined) and a Supplement (hereinafter defined) payable from and secured by a first lien on and pledge of the net revenues of the System (hereinafter defined as the "Prior Lien Obligations"); the second such class issued by the City under the terms of the Master Ordinance being revenue bonds payable from and secured by a lien on and pledge of the net revenues of the System subordinate to the pledge of and lien on the net revenues securing the Prior Lien Obligations and other obligations hereafter issued on a parity with the Prior Lien Obligations (hereinafter defined as the "Subordinate Lien Bonds"); and the third such class being certificates of obligation issued by the City payable from and secured by ad valorem taxes and a subordinate lien on and limited pledge of the System's net revenues subordinate to the pledge of and lien on the net revenues securing the Prior Lien Obligations and the Subordinate Lien Bonds (hereinafter defined as the "Subordinate Lien Obligations"); and WHEREAS, the commercial paper notes authorized to be issued pursuant to this Ordinance constitute bond anticipation notes which the City intends to retire through the issuance of its revenue bonds; and WHEREAS, although the City may choose to rescind redemptions of commercial paper notes on an Original Redemption Date (hereinafter defined) prior to the stated maturity of an issue of the commercial paper notes authorized to be issued pursuant to this Ordinance, the City intends to pay the principal of and interest on each such commercial paper note on its Original Redemption Date from the proceeds of newly issued commercial paper notes, the proceeds of refunding bonds, or from other funds legally available to the City for such purpose; and WHEREAS, the City Council hereby finds and determines that the issuance of commercial paper notes, subject to the terms, conditions and limitations hereinafter prescribed, should be approved and authorized at this time; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context shall indicate a contrary meaning or intent, the terms below defined, for all purposes of this Ordinance or any ordinance amendatory or supplemental hereto, shall be construed, are used and are intended to have the following meanings, to-wit: "Act" shall mean Chapter 1371 and Chapter 1502, Texas Government Code. "Authorized Representative" shall mean one or more of the following officers or employees of the City, acting in concert or individually, to-wit: the City Manager, any Assistant City Manager, the Chief Financial Officer/Director of Financial Management Services, or such other officer or employee of the City designated in writing by the City Manager, and approved by the City Council, to act as an Authorized Representative. "Blended Interest Rate to Maturity" shall mean the rate of interest per annum determined by the following formula: [Original Rate x(Y / D)] +[Stepped-Up Interest Rate x(Z / D)]. The Blended Interest Rate to Maturity applicable to a Commercial Paper Note upon the rescission of the notice to redeem the Commercial Paper Note on its Original Redemption Date will be determined by the Calculation Agent as provided in Section 2.03 hereof. For purposes of determining the Blended Interest Rate to Maturity in accordance with the first paragraph of this definition, as used in the formula set forth above in the first paragraph of this definition, the D variable shall be the number of days from, and including, the Note Date to, but excluding, the Maturity Date, the Y variable shail be the number of days from, and including, the Note Date to, but excluding, the Original Redemption Date and the Z variable shall be the number of days from, and including, the Original Redemption Date to, but excluding, the Maturity Date. "Blended Interest Rate to Redemption" shall mean the rate of interest per annum determined by the following formula: [Original Rate x(Y / R)] +[Stepped-Up Interest Rate x(Q / R)]. The Blended Interest Rate to Redemption applicable to a Commercial Paper Note upon the rescission of the notice to redeem the Commercial Paper Note on its Original Redemption Date will be determined by the Calculation Agent as provided in Section 2.04 hereof. For purposes of determining the Blended Interest Rate to Redemption in accordance with the first paragraph of this definition, as used in the formula set forth above in the first paragraph of this definition, the R variable shall be the number of days from, and including, the Note Date to, but excluding, the redemption date, the Y variable shall be the number of days from, and including, the Note Date to, but excluding, the Original Redemption Date and the Q variable shall be the number of days from, and including, the Original Redemption Date to, but excluding, the redemption date. "Bond Counsel" shall mean an attorney or firm of attorneys which are nationally recognized as having expertise in the practice of tax-exempt municipal finance law, as approved by the City. McCall, Parkhurst & Horton L.L.P. and Kelly Hart & Hallman LLP have been selected by the City to serve as co-Bond Counsel with respect to the issuance of Commercial Paper Notes under this Ordinance. "Business Day" shall mean any day (a) when banks are not authorized to be closed in the City and (b) when banks or the New York Stock Exchange are not authorized to be closed in New York, New York. "Calculation Agent" shall mean the agent the appointment of which is confirmed pursuant to Section 2.13 hereof, or any successor to such agent. "Calculation Agent Agreement" shall mean the agreement approved and authorized to be entered into by Section 3.06 hereof, as from time to time amended or supplemented. "Callable CP Series Note Construction Account" shall mean the account so designated in Section 2.11 hereof. "Callable CP 5eries Note Payment Fund" shall mean the fund so designated in Section 2.09 hereof. "City" or "Issuer" shall mean the City of Fort Worth, Texas. "City Council" shall mean the governing body of the City. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Commercial Paper Note" shall mean a note issued pursuant to the provisions of this Ordinance, having the terms and characteristics specified in Section 2.03 hereof and in the form described in Section 2.05 hereof. "Dealer" shall mean each entity so designated in the Dealer Agreement. "Dealer Agreement" shall mean the agreement approved and authorized to be entered into by Section 3.05 hereof, as from time to time amended or supplemented. "Designated Office" shall mean the designated trust office of the Issuing and Paying Agent where Commercial Paper Notes must be presented and delivered for receipt of payment of the principal amount thereof. "Direction to Rescind" shall mean the instructions provided to the Issuing and Paying Agent by the Dealer at the direction of an Authorized Representative to rescind the redemption of a Commercial Paper Note on an Original Redemption Date, in substantially the form set forth in Exhibit C-2 to this Ordinance. "DTC" shall mean The Depository Trust Company or any substitute securities depository appointed pursuant to this Ordinance, or any nominee thereof. "DTC Participant" shall mean a member of, or the participant in, DTC that will act on behalf of a Holder. "Eligible Investments" shall mean any or all of the authorized investments described in the Public Funds Investment Act of 1987, Chapter 2256, Texas Government Code, which the City may purchase and sell and in which it may invest its funds and funds under its control in accordance with the City's investment policy approved from time to time by the City Council. "Eligible Project" shall mean the acquisition or construction of improvements, additions or extensions to the System, including capital assets and facilities incident and related to the operation, maintenance and administration thereof, all as provided in the Act. "EMMA" shall mean the Electronic Municipal Marketplace Access system maintained by the MSRB. "Federal Tax Certificate" shall mean a certificate executed by the City, acting through an Authorized Representative, setting forth reasonable expectations of the City relating to the issuance of Commercial Paper Notes and the expenditure of the proceeds thereof, in connection with the issuance of Commercial Paper Notes as obligations, the interest on which is exempt from federal income taxation under the Code. "Fiscal Year" shall mean any consecutive twelve-month period declared by the City as its fiscal year, which currently runs from October 1 through September 30. "Fitch" shall mean Fitch Ratings, Inc., or, if such entity is dissolved or liquidated or otherwise ceases to perform securities ratings services, such other nationally recognized securities rating agency as may be designated in writing by the City. 4 "Form 8038-G" shall mean the federal income tax form to be filed under the Code and applicable Treasury Regulations in connection with the issuance of Commercial Paper Notes as obligations, the interest on which is exempt from federal income taxation under the Code. "Gross Revenues" shall have the meaning given said term in the Master Ordinance. "Holder" or "Noteholder" shall mean any person, firm, association, or corporation who is in possession of any Note drawn, issued or endorsed to such person, firm, association or corporation or to the order of such person, firm, association or corporation or to bearer or in blank. "Issuance Request" shall mean the instructions provided to the Issuing and Paying Agent by no less than two (2) Authorized Representatives in the manner set forth in Section 3.02 hereof, and in substantially the form set forth in Exhibit C-1 to this Ordinance. "Issuing and Paying Agent", "Paying Agent/Registrar" or "Registrar" shall mean the agent the appointment of which is confirmed pursuant to Section 2.03 hereof, or any successor to such agent. "Issuing and Paying Agent Agreement" shall mean the agreement approved and authorized to be entered into by Section 3.04 hereof, as from time to time amended or supplemented. "Master Note" shall mean the "Master Note" as defined in 5ection 2.05 hereof. "Master Ordinance" shall mean the "Master Ordinance Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program" adopted on December 10, 1991. "Maturity Date" shall mean, for each Commercial Paper Note, the date specified in the Issuance Request as the date of maturity of the Commercial Paper Note; provided that the limitations set forth in Section 2.02 hereof apply to establishing the Maturity Date of any Commercial Paper Note. "Maximum Interest Rate" and "Max Rate" shall mean 10% per annum. "Maximum Maturity Date" shall mean twenty (20) years following the date of passage of this Ordinance. "Moody's" shall mean Moody's Investors Service, Inc., or, if such entity is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the City. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Note" or "Notes" shall mean the evidences of indebtedness authorized to be issued and at any time Outstanding pursuant to this Ordinance and shall include Commercial Paper Notes 5 (including the Master Note), and notes in such form or forms as shall be approved by the City Council in an ordinance amending this Ordinance. "Note Date" shall have the meaning given said term in Section 2.03 hereof. "Offering Memorandum" shall mean the Offering Memorandum relating to the Commercial Paper Notes, as periodically updated in accordance with Section 6.08 hereof. "Original Rate" shall mean, for each Commercial Paper Note, the rate of interest per annum borne by such Commercial Paper Note to the Original Redemption Date as specified in the applicable Issuance Request. "Original Redemption Date" shall mean, for each Commercial Paper Note, the date specified in the Issuance Request as the date of redemption of the Commercial Paper Note; provided that the Original Redemption Date (a) shall be a Business Day not less than three (3) calendar days and not more than one hundred twenty (120) calendar days from the Note Date and (b) shall not extend beyond the Maximum Maturity Date. "Outstanding" shall mean, when used with respect to the Commercial Paper Notes, as of the date of determination, all Commercial Paper Notes theretofore delivered under this Ordinance, except: (1) Commercial Paper Notes theretofore canceled and delivered to the City or delivered to the Issuing and Paying Agent for cancellation; (2) Commercial Paper Notes deemed paid pursuant to the provisions of Chapter 1207, Texas Government Code; and (3) Commercial Paper Notes upon transfer, or in exchange for or in lieu, of which other Commercial Paper Notes have been authenticated and delivered pursuant to this Ordinance; provided, that in determining whether the Holders of the requisite principal amount of Outstanding Commercial Paper Notes have given any request, demand, authorization, direction, notice, consent, or waiver hereunder, any Commercial Paper Note owned by the City shall be deemed to be Outstanding as though it was owned by any other Holder. "Outstanding Prior Lien Bonds" shall mean bonds currently outstanding or hereafter issued secured by a first lien on and pledge of Pledged Revenues, and include the outstanding and unpaid bonds of the following series, to-wit: City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2008; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2009; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2010; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010A; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2010B; the City of Fort Worth, Texas Water and 5ewer System Revenue Bonds, Series 2010C; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2011; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2012; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2014; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2015; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2015A; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2015B; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2016; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2017; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2017A; and the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2017B. "Prevailing Rating" shall mean, at the time of determination and with respect to Fitch, Moody's or S&P, the rating assigned to the Commercial Paper Notes by Fitch, Moody's or S&P, or any comparable future designation by Fitch, Moody's or S&P, as the case may be. "Pledged Revenues" shall have the meaning given said term in the Master Ordinance. "Prior Lien Obligations" shall mean collectively the Outstanding Prior Lien Bonds and any obligations hereafter issued or incurred as provided in Section 4.05 hereof. "Project Costs" shall mean all costs and expenses incurred in relation to Eligible Projects, including, without limitation, design, planning, engineering and legal costs, acquisition costs of land, interests in land, rights-of-way and easements, construction costs, costs of machinery, equipment, and other capital assets incident and related to the operation, maintenance, and administration of an Eligible Project, financing costs, including interest during construction and thereafter, underwriter's discount andlor fees for legal, financial, and other professional services, and reimbursement for such Project Costs attributable to Eligible Projects incurred prior to the issuance of any Commercial Paper Notes. "Rating Agency" shall mean Fitch, Moody's and S&P, if such entity is then providing a rating on the Commercial Paper Notes at the request of the City. "Registration Books" shall have the meaning given said term in Section 2.03 hereof. "Rule" shall mean SEC Rule 15c2-12, as amended from time to time. "S&P" shall mean S&P Global Ratings, a division of S&P Global, Inc., or, if such entity is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the City. "SEC" shall mean the United States Securities and Exchange Commission. "SIFMA" shall mean the Securities Industry and Financial Markets Association. "SIFMA Index" shall mean, as of any date, (i) the seven-day high grade market index of tax-exempt variable rate demand obligations, as most recently calculated by Bloomberg and published or made available by SIFMA or any person acting in cooperation with or under the sponsorship of SIFMA or (ii) if such index is not published, such other publicly available rate as the City (in consultation with the Dealer) shall deem most nearly equivalent thereto. Such index may be expressed as a percentage of (more or less than, or equal to, 100%) and/or a fixed spread to another index, and in no event shall the interest rate calculated on the basis of the SIFMA Index exceed the Maximum Interest Rate. "Stepped-Up Interest Rate" shall mean the fixed rate of interest per annum determined by the following formula: the greater of (SIFMA Index + E) or F. The Stepped-Up Interest Rate applicable to a Commercial Paper Note upon the rescission of the notice to redeem the Commercial Paper Note on its Original Redemption Date will be determined by the Calculation Agent as provided in Section 2.03 hereof. For purposes of determining the Stepped-Up Interest Rate in accordance with the first paragraph of this definition, as used in the formula set forth above in the first paragraph of this definition, the E and F variables shall be the fixed percentage rates, expressed in basis points and yields, respectively, determined based on the Prevailing Ratings of Fitch, Moody's and S&P, if then rating the Commercial Paper Notes at the request of the City, as follows: Prevailin� Ratin� Fitch Moodv's S&P F- l+ P-1 A-1+ F-1 - A-1 F-2 P-2 A-2 Lower than F-2 (or rating withdrawn for credit reasons) Lower than P-2 (or rating withdrawn for credit reasons) Lower than A-2 (or rating withdrawn for credit reasons) E Variable 300 bps 400 bps 600 bps Max Rate F Variable 7.00% 7.50% 8.00% 10.00% If the individual Prevailing Ratings indicate different E or F variables as a result of split ratings assigned to the Commercial Paper Notes, the E or F variable shall be the arithmetic average of those indicated by the Prevailing Ratings In no event shall the Stepped-Up Interest Rate exceed the Maximum Interest Rate. "Subordinate Lien Bonds" shall mean bonds currently outstanding or hereafter issued secured by a lien on and pledge of Pledged Revenues subordinate to the Prior Lien Obligations, and include the outstanding and unpaid bonds of the following series, to-wit: City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2007A; and City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2007B. "Subordinate Lien Obligations" shall mean bonds or other obligations currently outstanding or hereafter issued secured by a lien on and pledge of Pledged Revenues subordinate to the Prior Lien Obligations and the Subordinate Lien Bonds, and include the currently outstanding City of Fort Worth, Texas Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2008 and Series 2009, City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2010A, City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2012, City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2013A and City of Fort Worth, Texas Combination Tax and Revenue Certificates of Obligation, Series 2013C. "Subordinated Obligations" shall mean any bonds, notes, or other obligations issued or contractual obligations incurred pursuant to law (including, without limitation, the Subordinate Lien Bonds and the 5ubordinate Lien Obligations) payable in whole or in part from the Pledged Revenues and subordinate to the Prior Lien Obligations. "Supplement" shall have the meaning given said term in the Master Ordinance. "System" shall have the meaning given said term in the Master Ordinance. "Treasury Regulations" shall mean the regulations of the U.S. Department of the Treasury promulgated under the Code or, if applicable, the Internal Revenue Code of 1954. Section 1.02. Construction of Terms Utilized in this Ordinance. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. For all purposes of this Ordinance, unless the context requires otherwise, all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Ordinance. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. References to any named person means that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof. References to time in this Ordinance shall be to prevailing time in New York, New York. ARTICLE II AUTHORIZATION OF NOTES Section 2.01. General Authorization. Pursuant to authority conferred by and in accordance with the provisions of the Constitution and laws of the State of Texas, particularly the Act, Commercial Paper Notes shall be and are hereby authorized to be issued in an aggregate principal amount not to exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) at any one time Outstanding for the purpose of financing Project Costs of Eligible Projects and to refinance, renew or refund Notes, Prior Lien Obligations, Subordinated Obligations and any other authorized obligations of the System, including interest thereon, all in accordance with and subject to the terms, conditions, and limitations contained herein. For purposes of this Section 2.01, any portion of Outstanding Notes to be paid from money on deposit in the Callable CP Series Note Payment Fund held by the Issuing and Paying Agent on the day of calculation and from the available proceeds of Notes, Prior Lien Obligations or Subordinated Obligations or other obligations of the City issued on the day of calculation shall not be considered Outstanding. Subject to the terms of this Ordinance, the authority to issue 9 Commercial Paper Notes from time to time under the provisions of this Ordinance shall exist until the Maximum Maturity Date, regardless of whether prior to the Maximum Maturity Date there are at any time no Commercial Paper Notes Outstanding. Anything to the contrary herein notwithstanding, Commercial Paper Notes may not be issued to refinance or refund Prior Lien Obligations or Subordinated Obligations without the prior approval of the City Council. Anything in this Ordinance to the contrary notwithstanding, in connection with the refinancing or refunding of Notes, Prior Lien Obligations, Subordinated Obligations and any other authorized obligations of the System, including interest thereon, such Notes, Prior Lien Obligations, Subordinated Obligations and other authorized obligations of the System shall qualify as "obligations", as such term is defined in the Act at the time any such refinancing or refunding occurs. Further, (i) any such refunding or refinancing, other than a simultaneous refunding, of Notes, Prior Lien Obligations, Subordinated Obligations and other obligations of the System, to the extent then required by applicable law, shall be by means of a gross defeasance established at the time of the issuance of the refunding Commercial Paper Notes, and the selection of Notes, Prior Lien Obligations, Subordinated Obligations and any other authorized obligations of the System to be so refunded or refinanced shall be made in the manner as determined by the City Council and (ii) any such refunding or refinancing of Prior Lien Obligations or Subordinated Obligations shall result in the redemption of such Prior Lien Obligations or Subordinated Obligations on the date of delivery of the Notes so issued for such purpose. Section 2.02. Commercial Paper Notes. Under and pursuant to the authority granted hereby and subject to the limitations contained herein, Commercial Paper Notes to be designated "City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series" are hereby authorized to be issued and sold and delivered from time to time in such principal amounts as determined by the City, acting through its Authorized Representatives, in denominations of $100,000 or in integral multiples of $1,000 in excess thereof, numbered in ascending consecutive numerical order in the order of their issuance and to mature and become due and payable on such dates as the City, acting through its Authorized Representatives, shall determine at the time of sale; provided, however, that no Commercial Paper Note (i) shall mature after the Maximum Maturity Date or (ii) shall have a term, from the Note Date to its Maturity Date, in excess of two hundred and seventy (270) calendar days; and provided further that all Commercial Paper Notes shall mature on, and any Original Redemption Date of a Commercial Paper Note shall occur on, a Business Day. Section 2.03. Terms A�plicable to Notes - General. Subject to the limitations contained herein, Commercial Paper Notes herein authorized shall be dated as of their date of issuance (the "Note Date"), as determined by the City, acting through its Authorized Representatives; shall bear interest at such rate or rates of interest per annum computed on the basis of actual days elapsed and a 365-day or 366-day year, as applicable (but in no event in any case to exceed the Maximum Interest Rate) as may be determined by the City, acting through its Authorized Representatives, and all Commercial Paper Notes authorized herein shall mature on or prior to the Maximum Maturity Date. [[�7 Each Commercial Paper Note shall bear interest from its Note Date until its Original Redemption Date at its Original Rate. If a Commercial Paper Note is called for redemption on its Original Redemption Date, the holder of such Commercial Paper Note shall be paid the principal amount of such Commercial Paper Note called for redemption plus accrued interest to, but excluding, its Original Redemption Date. The foregoing notwithstanding, prior to any Original Redemption Date, if the Dealer, acting at the direction of the City, exercises the City's option to rescind the redemption of any Commercial Paper Note on the applicable Original Redemption Date through the execution and delivery of a Direction to Rescind, the Commercial Paper Notes will remain Outstanding and will bear interest from and including their Original Redemption Date to, but excluding, their Maturity Date, or any date after their Original Redemption Date fixed for redemption, at the Stepped-Up Interest Rate, and the accrued interest on the Commercial Paper Notes to the Original Redemption Date, the interest on the Commercial Paper Notes accruing on and after the Original Redemption Date and the principal of the Commercial Paper Notes will be paid on their Maturity Date, or their date fixed for redemption at the option of the City after the Original Redemption Date. The Stepped-Up Interest Rate and the Blended Interest Rate to Maturity will be determined by the Calculation Agent and the Stepped-Up Interest Rate shall be based on the Prevailing Ratings and SIFMA Index available as of 11:00 a.m. on the Business Day prior to the Original Redemption Date. The Calculation Agent will notify the City, the Dealer and the Issuing and Paying Agent of the Stepped-Up Interest Rate and the Blended Interest Rate to Maturity by 1:00 p.m. on the Business Day prior to the Original Redemption Date. Commercial Paper Notes may be payable to bearer or may be issued in registered form, without coupons, or may be issued in book-entry only form pursuant to this Section 2.03 as determined by the City, acting through its Authorized Representatives. Both principal of and interest on the Commercial Paper Notes shall be payable in lawful money of the United States of America, without exchange or collection charges to the Holder thereof in the manner provided in the Form of Commercial Paper Notes set forth in Exhibit A hereof. Commercial Paper Notes issued hereunder may contain terms and provisions for the payment, redemption or prepayment thereof prior to maturity, subject to any applicable limitations contained herein, as provided herein (including, without limitation, Section 2.04 hereo� or otherwise as shall be determined by an Authorized Representative; provided, however, that the Commercial Paper Notes shall not be subject to redemption prior to their Original Redemption Date. Subject to applicable terms, limitations, and procedures contained herein, the Commercial Paper Notes may be sold in such manner at public or private sale and at par or at such discount or premium (within the interest rate and yield restrictions provided herein) as an Authorized Representative shall approve at the time of the sale thereof. The selection and appointment of U.S. Bank National Association, New York, New York, to serve as Issuing and Paying Agent, Paying Agent/Registrar and Registrar for the 11 Commercial Paper Notes is hereby confirmed and the City covenants and agrees to keep and maintain with the Registrar at its Designated Office books and records (the "Registration Books") for the registration, payment, transfer and exchange of the Commercial Paper Notes, all as provided herein and in such reasonable rules and regulations as the Registrar may prescribe. The City covenants to maintain and provide a Registrar at all times while the Commercial Paper Notes are Outstanding, which shall be a national or state banking association or corporation or trust company organized and doing business under the laws of the United 5tates of America or of any state and authorized under such laws to exercise trust powers. Should a change in the Paying Agent/Registrar for the Commerciai Paper Notes occur, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Commercial Paper Notes then Outstanding by United States mail, first-class postage prepaid. Such notice shall give the address of the successor Paying Agent/Registrar. A successor Paying Agent/Registrar may be appointed by the City without the consent of the Holders. A copy of the Registration Books and any change thereto shall be provided to the City by the Paying Agent/Registrar, by means of telecommunications equipment or such other means as may be mutually agreeable thereto, within two (2) Business Days of the opening of such Registration Books or any change therein, as the case may be. The City and the Paying Agent/Registrar may treat the bearer (in the case of Commercial Paper Notes so registered) or the registered payee thereof as the absolute owner of any Commercial Paper Note for the purpose of receiving payment thereof and for all purposes, and the City and the Paying Agent/Registrar shall not be affected by any notice or knowledge to the contrary. The City intends for the Commercial Paper Notes to be issued in accordance with the book-entry only system of Commercial Paper Note registration with DTC. Authorized Representatives, acting for and on behalf of the City, are hereby authorized to approve, execute, and deliver a Commercial Paper Notes Letter of Representations to DTC and to enter into such other agreements and execute such instruments as are necessary to implement such book-entry only system, such approval to be conclusively evidenced by the execution thereof by an Authorized Representative. Except as provided herein, the ownership of the Commercial Paper Notes shall be registered in the name of Cede & Co., as nominee of DTC, which will serve as the initial securities depository for the Commercial Paper Notes. Ownership of beneficial interests in the Commercial Paper Notes shall be shown by book-entry on the system maintained and operated by DTC and DTC Participants, and transfers of ownership of beneficial interests shall be made only by DTC and the DTC Participants by book-entry, and the City and the Issuing and Paying Agent shall have no responsibility therefor. DTC will be required to maintain records of the positions of the DTC Participants in the Commercial Paper Notes, and the DTC Participants and persons acting through the DTC Participants will be required to maintain records of the purchasers of beneficial interests in the Commercial Paper Notes. During any period when a book-entry only system is in effect, except as provided above in this paragraph, the Commercial Paper Notes shall not be transferable or exchangeable, except for transfer to another securities depository or to another nominee of a securities depository. 12 With respect to Commercial Paper Notes registered in the name of DTC or its nominee, neither the City nor the Issuing and Paying Agent shall have any responsibility or obligation to any DTC Participant or to any person on whose behalf a DTC Participant holds an interest in the Commercial Paper Notes. Without limiting the immediately preceding sentence, neither the City nor the Issuing and Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or any DTC Participant with respect to any ownership interest in the Commercial Paper Notes, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of the Commercial Paper Notes, as shown on the Registration Books, of any notice with respect to the Commercial Paper Notes, including any notice of redemption, and (iii) the payment to any DTC Participant or any other person, other than a registered owner of the Commercial Paper Notes, as shown in the Registration Books, of any amount with respect to principal of or interest on the Commercial Paper Notes. Whenever, during the term of the Commercial Paper Notes, the beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Ordinance of holding, registering, delivering, exchanging, or transferring the Commercial Paper Notes shall be deemed modified to require the appropriate person or entity to meet the requirements of DTC as to holding, registering, delivering, exchanging, or transferring the book-entry to produce the same effect. Whenever the beneficial ownership of the Commercial Paper Notes is determined by a book-entry at DTC, delivery of Commercial Paper Notes for payment at maturity shall be made pursuant to DTC's payment procedures as are in effect from time to time and the DTC Participants shall transmit payment to beneficial owners whose Commercial Paper Notes have matured. The City and each of the Issuing and Paying Agent and the Dealer are not responsible for transfer of payment to the DTC Participants or beneficial owners. The City or DTC may determine to discontinue the book-entry only system and in such case, unless a new book-entry only system is put in place, physical certificates in the form set forth in Exhibit A shall be provided to the beneficial owners thereof. If at any time, DTC ceases to hold the Commercial Paper Notes, all references herein to DTC shall be of no further force or effect. Section 2.04. Redemption and Rescission of Ori�inal Redemption Date of Commercial Paper Notes. Unless otherwise directed by the City, acting through an Authorized Representative, the Dealer shall deliver to the Issuing and Paying Agent a written notice to redeem Commercial Paper Notes at least two (2) Business Days prior to their Original Redemption Date. Upon receipt of such notice to redeem, the Issuing and Paying Agent shall correspondingly (i) notify DTC by no later than 12:00 noon on the second Business Day prior to the Original Redemption Date that notice of redemption to redeem such Commercial Paper Notes has been received, and (ii) by no later than 4:30 p.m. on the second Business Day prior to the Original Redemption Date, cause such notice to redeem such Commercial Paper Note on the 13 Original Redemption Date to be posted on EMMA. If a notice of redemption is delivered by the Dealer and the Commercial Paper Notes are not to be redeemed on their Original Redemption Date, the Dealer, acting at the direction of the City, shall deliver to the Issuing and Paying Agent a Direction to Rescind by no later than 1:00 p.m. on the Business Day prior to their Original Redemption Date. If the Dealer is unable to issue Notes to redeem the Commercial Paper Notes subject to a redemption and the City has not responded to the request of the Dealer to deliver a Direction to Rescind within four business hours of such request, the City shall deemed to have directed the Dealer to deliver such Direction to Rescind. Upon receipt of such Direction to Rescind, the Issuing and Paying Agent shall correspondingly (i) notify DTC by no later than 2:00 p.m. on the Business Day prior to the Original Redemption Date (A) that a rescission of the notice of redemption to redeem such Commercial Paper Notes has been received and (B) of the Blended Interest Rate to Maturity calculated by the Calculation Agent for such Commercial Paper Notes, and (ii) by no later than 4:30 p.m. on the Business Day prior to the Original Redemption Date, cause the notice of rescission of such redemption to be posted on EMMA. With the consent of the Issuing and Paying Agent and the Dealer, the City, in consultation with the Issuing and Paying Agent and the Dealer, may modify the notification provisions contained in this Section 2.04 if deemed appropriate to conform to DTC's rules and procedures. If the Dealer, acting at the direction of the City, delivers a Direction to Rescind and the redemption of any Commercial Paper Notes has been rescinded, then such Commercial Paper Notes may be redeemed on any Business Day after their Original Redemption Date, at the option of the City, at a redemption price equal to par (100°Io), plus accrued and unpaid interest to, but excluding, the redemption date, with the interest calculated at the Blended Interest Rate to Redemption. To exercise this redemption option, the City, acting through an Authorized Representative, shall provide not less than two (2) Business Days' written notice to the Issuing and Paying Agent and the Calculation Agent directing the redemption in whole of such Commercial Paper Notes and specifying the date of redemption. The Blended Interest Rate to Redemption will be determined by the Calculation Agent based on the date of redemption occurring after the Original Redemption Date specified in the notice of redemption. The Calculation Agent will notify the City, the Dealer and the Issuing and Paying Agent of the Blended Interest Rate to Redemption by 1:00 p.m. on the Business Day after receipt of the notice of redemption. Within one (1) Business Day of receipt of the notice, the Issuing and Paying Agent will notify the Dealer and DTC of the Commercial Paper Notes to be redeemed and the Blended Interest Rate to Redemption, and post such notice of redemption on EMMA. In no event shall the delivery of a Direction to Rescind constitute a default or a breach of any covenant under this Ordinance. Section 2.05. Form of Commercial Paper Notes. The Commercial Paper Notes and the Certificate of Authentication to appear on each of the Commercial Paper Notes shall be substantially in the form set forth in Exhibit A to this Ordinance, with such appropriate insertions, omissions, substitutions and other variations as are pertnitted or required by this Ordinance and may have such letters, numbers or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification 14 Procedures of the American Bankers Association) and such legends and endorsements thereon as may, consistently herewith, be approved by an Authorized Representative. Any portion of the text of any Commercial Paper Notes may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Commercial Paper Notes. The Commercial Paper Notes shall be printed, lithographed, or engraved or produced in any other similar manner, or typewritten, all as determined and approved by an Authorized Representative. If Commercial Paper Notes are issued in book-entry only form pursuant to Section 2.03, (i) no physical Commercial Paper Note certificates will be delivered to DTC and (ii) the City will execute and deliver to the Issuing and Paying Agent, as custodian for DTC, a master note relating to the Commercial Paper Notes (the "Master Note") in substantially the form set forth in Exhibit B. The form of Commercial Paper Note as prescribed in Exhibit A shall be attached to the Master Note, and it is hereby declared that the provisions of the Commercial Paper Note as prescribed in Exhibit A shall be incorporated into and shall be a part of the Master Note for all purposes of this Ordinance. It is further provided that this Ordinance and the form of Commercial Paper Note prescribed in Exhibit A shall constitute the "underlying records" referred to in the Master Note. Notwithstanding the provisions of Section 2.06, the Master Note shall be executed on behalf of the City by the manual signature of the City Manager. Section 2.06. Execution - Authentication. The Notes (other than the Master Note) shall be executed on behalf of the City by the Mayor, attested by the City Secretary under its seal reproduced or impressed thereon, and approved as to form by the City Attorney, all as provided in Exhibit A. The signatures of said officers on the Commercial Paper Notes may be manual or facsimile. Commercial Paper Notes bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the date of passage of this Ordinance shall be deemed to be duly executed on behalf of the City, notwithstanding that such individuals or either of them shall cease to hold such offices at the time of the initial sale and delivery of Commercial Paper Notes authorized to be issued hereunder or at the time Commercial Paper Notes are delivered in subsequent sales, exchanges and transfers, all as authorized and provided in Chapter 1201, Texas Government Code. No Commercial Paper Note shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Commercial Paper Note a certificate of authentication executed by the Paying Agent/Registrar by manual signature, or, in the case of the Master Note, the Paying Agent/Registrar has executed the Master Note, and the execution of any Commercial Paper Note by the Paying Agent/Registrar shall be conclusive evidence, and the only evidence, that such Commercial Paper Note has been duly certified or registered and delivered. Section 2.07. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated, the City, at the expense of the Holder of said Note, shall execute and deliver a new Note of like tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the City of the Note so mutilated. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and, if such 15 evidence be satisfactory to it and indemnity satisfactory to it shall be given, the City, at the expense of the owner, shall execute and deliver a new Note of like tenor in lieu of and in substitution for the Note so lost, destroyed or stolen. Neither the City nor the Paying AgenbRegistrar shall be required to treat both the original Note and any duplicate Note as being Outstanding for the purpose of determining the principal amount of Notes which may be issued hereunder, but both the original and the duplicate Note shall be treated as one and the same. Section 2.08. Negotiability, Re�istration and Exchan eg ability. The Notes issued hereunder shall be, and shall have all of the qualities and incidents of, a negotiable instrument under the laws of the State of Texas, and each successive holder, in accepting any of the obligations, shall be conclusively deemed to have agreed that such obligations shall be and have all of the qualities and incidents of a negotiable instrument under the laws of the State of Texas. The Registration Books relating to the registration, payment and transfer or exchange of the Commercial Paper Notes shall at all times be kept and maintained by the City at the Designated Office of the Registrar, and the Registrar shall obtain, record and maintain in the Registration Books the name and address of each registered owner of the Commercial Paper Notes, except for Commercial Paper Notes registered to bearer, issued under and pursuant to the provisions of this Ordinance, and the Registrar further shall provide such information to the City as described in Section 2.03 hereof. Any Commercial Paper Note may, in accordance with its terms and the terms hereof, be transferred or exchanged for Commercial Paper Notes of like tenor and character and of other authorized denominations upon the Registration Books by the Holder in person or by his duly authorized agent, upon surrender of such Commercial Paper Note to the Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Registrar. Upon surrender for transfer of any Commercial Paper Note at the Designated Office of the Registrar, the Registrar shall register and deliver, in the name of the designated transferee or transferees (or to bearer, as appropriate), one or more new Commercial Paper Notes executed on behalf of, and furnished by, the City of like tenor and character and of authorized denominations and having the same maturity, bearing interest at the same rate or rates and of a like aggregate principal amount as the Commercial Paper Note or Commercial Paper Notes surrendered for transfer. Furthermore, Commercial Paper Notes may be exchanged for other Commerciai Paper Notes of like tenor and character and of authorized denominations and having the same maturity, bearing the same rate or rates of interest and of like aggregate principal amount as the Commercial Paper Notes surrendered for exchange, upon surrender of the Commercial Paper Notes to be exchanged at the Designated Office of the Registrar. Whenever any Commercial Paper Notes are so surrendered for exchange, the Registrar shall register and deliver new Commercial Paper Notes of like tenor and character as the Commercial Paper Notes exchanged, executed on behalf of, and furnished by, the City to the Holder requesting the exchange. 16 The City and the Registrar may charge the Noteholder a sum sufficient to reimburse them for any expenses incurred in making any exchange or transfer after the first such exchange or transfer. The Registrar or the City may also require payment from the Holder of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Such charges and expenses shall be paid before any such new Commercial Paper Note shall be delivered. New Commercial Paper Notes delivered upon any transfer or exchange shall be valid obligations of the City, evidencing the same debt as the Commercial Paper Notes surrendered, shall be secured by this Ordinance and shall be entitled to all of the security and benefits hereof to the same extent as the Commercial Paper Notes surrendered. The City reserves the right to change the above registration and transferability provisions of the Commercial Paper Notes at any time on or prior to the delivery thereof in order to comply with applicable laws and regulations of the United States in effect at the time of issuance thereof. Section 2.09. Callable CP Series Note Payment Fund. Upon the first issuance of Commercial Paper Notes, the City shall create and establish with the Issuing and Paying Agent a separate and special fund designated as the "City of Fort Worth, Texas Water and Sewer System Callable CP Series Note Payment Interest and Sinking Fund" (the "Callable CP Series Note Payment Fund"). Moneys on deposit in the Callable CP Series Note Payment Fund shall be used to pay principal of and interest on Commercial Paper Notes at the respective interest payment, redemption and maturity dates of each issue thereof as provided herein. Amounts remaining in the Callable CP Series Note Payment Fund not then necessary for the purposes thereof may be transferred to the Callable CP Series Note Construction Account (created pursuant to Section 2.11 hereo� upon request of an Authorized Representative. Pending the expenditure of moneys in the Callable CP Series Note Payment Fund for authorized purposes, moneys deposited therein may be invested in Eligible Investments at the direction of the Chief Financial Officer/Director of Financial Management Services of the City or the designee thereof. Section 2.10. Pledge; Pa�ments. The Notes are obligations of the City payable from and secured solely by the sources pledged therefor pursuant to this Ordinance. The City agrees to make payments into the Callable CP Series Note Payment Fund at such times and in such amounts as are necessary to provide for the full payment of the principal of and the interest on the Notes when due. The Notes are not payable from funds raised or to be raised from taxation. To provide security for the payment of the principal of and interest on the Notes as the same shall become due and payable, there is hereby granted a lien on and pledge of, subject only to the provisions of this Ordinance permitting the application thereof for purposes and on the terms and conditions set forth herein, (i) the proceeds from (a) the sale of Prior Lien Obligations or Subordinated Obligations issued for such purpose and (b) the sale of other Notes issued pursuant to this Ordinance for such purpose, (ii) the amounts held in the Callable CP Series Note Payment Fund until the amounts deposited therein are used for authorized purposes, and (iii) the amounts remaining on deposit in the Callable CP Series Note Construction Account after the payment of all Project Costs, and it is hereby resolved and declared that the principal of and 17 interest on the Commercial Paper Notes shall be and are hereby equally and ratably secured by and payable from a lien on and pledge of the sources hereinabove identified in clauses (i), (ii) and (iii) subject and subordinate only to the exceptions noted therein. Revenues of the System are not pledged to the payment of the principal of or interest on the Notes. The Commercial Paper Notes are not reasonably anticipated to be paid from Gross Revenues. Chapter 1208, Texas Government Code, applies to the issuance of the Notes and the pledge made under this Section 2.10, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Notes are outstanding and unpaid such that the pledge made by the City hereunder is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Notes the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 2.11. Callable CP Series Note Construction Account. Upon the first issuance of Commercial Paper Notes, the City shall create and establish on the records of the City a separate account designated as the "City of Fort Worth, Texas Water and Sewer System Callable CP Series Note Construction Account" (the "Callable CP Series Note Construction Account"). Moneys deposited in the Callable CP Series Note Construction Account shall remain therein until from time to time expended to pay for Project Costs, and to refund Notes issued in connection with Eligible Projects and shall not be used for any other purposes whatsoever, except as otherwise provided below, and pending such expenditure, moneys in said Account may be invested at the direction of the Chief Financial Officer/Director of Financial Management Services of the City or the designee thereof in Eligible Investments. Any amounts on deposit in the Callable CP Series Note Construction Account designated by an Authorized Representative as eligible to pay interest during construction and thereafter may be transferred from time to time at the direction of an Authorized Representative to the credit of the Callable CP Series Note Payment Fund for use in accordance with the terms of Section 2.09 hereof. Any amounts remaining in the Callable CP Series Note Construction Account after the payment of all Project Costs shall be paid into the Callable CP Series Note Payment Fund and used for the payment of such maturities of the Commercial Paper Notes coming due at such times as may be selected by an Authorized Representative. In the event no Commercial Paper Notes are Outstanding, any amounts in the Callable CP Series Note Construction Account not anticipated to be needed to pay Project Costs shall be transferred to the Debt Service Fund established by the Master Ordinance. Section 2.12. Cancellation. All Commercial Paper Notes which at maturity or redemption are surrendered to the Paying Agent/Registrar for the collection of the principal and interest thereof or are surrendered for transfer or exchange pursuant to the provisions hereof shall, upon payment or issuance of new Commercial Paper Notes, be cancelled by the Paying Agent/Registrar, and the Paying Agent/Registrar forthwith shall transmit to the City a certificate identifying such Commercial Paper Notes and that such Commercial Paper Notes have been duly cancelled and destroyed. 18 Section 2.13. Fiscal and Other A�. In furtherance of the purposes of this Ordinance, the City may from time to time appoint and provide for the payment of such additional fiscal, paying or other agents or trustees as it may deem necessary or appropriate in connection with the Notes. The appointment of Hilltop Securities Inc. by the City to serve as Calculation Agent is hereby confirmed. The City covenants to maintain and provide a Calculation Agent at all times while this Ordinance is in effect prior to the Maximum Maturity Date. Should a change in the Calculation Agent occur, the City promptly shall notify the Issuing and Paying Agent and the Dealer in writing of such change of the Calculation Agent. Section 2.14. Funds Secured. Moneys in all funds and accounts created or maintained pursuant to this Ordinance or the Issuing and Paying Agent Agreement, to the extent not invested as permitted hereunder, shall be secured in the manner prescribed by law for securing funds of the City. Section 2.15. A�plication of Prior Covenants. The covenants and agreements (to the extent the same are not inconsistent herewith) contained in the Master Ordinance and any Supplement thereto are hereby incorporated herein by reference and shall be deemed to be for the benefit and protection of the Holder of Commercial Paper Notes in like manner as applicable to the Prior Lien Obligations; provided, however, in the event of any conflict between the terms, covenants and agreements contained herein and the terms, covenants and agreements contained in the Master Ordinance and any Supplement thereto, the provisions of the Master Ordinance and any Supplement thereto shall control over the provisions hereof. ARTICLE III ISSUANCE AND SALE OF NOTES Section 3.01. Issuance and Sale of Commercial Paper Notes. All Commercial Paper Notes shall be issued as "obligations" under the Act. All Commercial Paper Notes shall be sold in the manner determined by the City, acting through its Authorized Representatives, to be most economically advantageous to the City. The Commercial Paper Notes shall be completed and delivered by the Issuing and Paying Agent in accordance with an Issuance Request executed by the City, acting through its Authorized Representatives, and delivered to the Issuing and Paying Agent. The Issuance Request shall be prepared in the manner specified below and in the Issuing and Paying Agent Agreement. To the extent such instructions are not written, they shall be confirmed in writing by the City, acting through its Authorized Representatives, within twenty-four (24) hours. Said instructions shall specify such principal amounts, Note Dates, Maturity Dates, Original Redemption Dates, rates of discount or interest, and other terms and conditions which are hereby authorized and permitted to be fixed by the Authorized Representative at the time of sale of the Commercial Paper Notes. Such instructions shall include the purchase price of the Commercial Paper Notes, and a request that the Issuing and Paying Agent authenticate such Commercial Paper Notes by counter signature of its authorized ofiicer or employee and deliver them to the named purchaser or purchasers thereof upon receipt of payment in accordance with the custom then prevailing in the New York financial market in regard to such Commercial Paper Notes. The rules of the New York Clearinghouse shall apply thereto. Such instructions shall also 19 contain provisions representing that all action on the part of the City necessary for the valid issuance of the Commercial Paper Notes then to be issued has been taken, that all provisions of Texas and federal law necessary for the valid issuance of such Commercial Paper Notes with provision for interest exemption from federal income taxation have been complied with, if applicable, and that such Commercial Paper Notes in the hands of the Holders thereof will be valid and enforceable obligations of the City according to their terms, subject to the exercise of judicial discretion in accordance with general principles of equity and bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that, if applicable, based upon the advice of Bond Counsel, the interest on the Commercial Paper Notes is exempt from federal income taxation. The Issuance Request also shall certify that: (i) no Event of Default under Section 5.01 hereof has occurred and is continuing as of the date of such Issuance Request; (ii) the City has been advised by Bond Counsel that the projects to be financed with the proceeds of the Commercial Paper Notes will constitute Eligible Projects or that the obligations to be refunded were issued in connection with Eligible Projects; (iii) the City is in compliance with the covenants set forth in Article IV hereof as of the date of such Issuance Request; and (iv) the City has been advised by Bond Counsel that the proposed expenditure of the proceeds of such Commercial Paper Notes for such projects and refunding will not cause the City to be in violation of its covenants set forth in Section 4.06 hereof. Section 3.02. Issuance Requests; Directions to Rescind. Upon receipt of an Issuance Request, the Issuing and Paying Agent shall, by 2:00 p.m. on such day the Issuance Request is received, complete each Commercial Paper Note as to amount, Note Date, Maturity Date, Original Redemption Date and Original Rate specified therein, and deliver each such Commercial Paper Note to or upon the order of the Dealer upon receipt of payment therefor; provided, however, that no such Commercial Paper Notes shall be delivered by the Issuing and Paying Agent if such delivery would cause the sum of the aggregate principal amount of Commercial Paper Notes Outstanding to exceed the limitation set forth in Section 4.01 hereof. If an Issuance Request is received after 12:00 noon on a given day, the Issuing and Paying Agent shall not be obligated to deliver the requested Commercial Paper Notes until the next succeeding Business Day. Upon receipt of a Direction to Rescind, the Issuing and Paying Agent shall, by 3:00 p.m. on the Business Day prior to the Originai Redemption Date; for each applicable Commercial Paper Note, prepare a replacement Commercial Paper Note inserting the Blended Interest Rate to Maturity specified in writing by the Calculation Agent, and deliver each such replacement Commercial Paper Note to or upon the order of the Dealer, as requested by the Dealer, in exchange for the applicable original Commercial Paper Notes. Any Direction to Rescind may be executed by facsimile transmission or by electronic mail with a pdf copy or other replicating image attached, and any printed or copied version of an executed Direction to Rescind so � delivered shall have the same force and effect as an originally signed version of such Direction to Rescind. 5ection 3.03. Proceeds of Sale of Commercial Paper Notes. The proceeds of the sale of any Commercial Paper Notes (net of all expenses and costs of sale and issuance) shall be applied for any or all of the following purposes as directed by an Authorized Representative: (i) Proceeds to be used for the payment of Prior Lien Obligations or Subordinated Obligations shall be deposited in such fund or account established by the City Council in the proceedings authorizing the use of Commercial Paper Notes to refinance or refund Prior Lien Obligations or Subordinated Obligations; (ii) Proceeds to be used for the payment of Outstanding Commercial Paper Notes at or before maturity shall be retained in the Callable CP Series Note Payment Fund, and expended therefor; and (iii) Proceeds not retained in the Callable CP Series Note Payment Fund as provided in subparagraph (ii) above shall be transferred and deposited to the Callable CP Series Note Construction Account and used and applied in accordance with the provisions of Section 2.11 hereof. Section 3.04. Issuin ag nd P�ing A eg nt Agreement. The Issuing and Paying Agent Agreement by and between the City and the Issuing and Paying Agent, relating to the Commercial Paper Notes, in substantially the form attached to this Ordinance as Exhibit D, is hereby approved, and any Authorized Representative is hereby authorized and directed to execute the same for and on behalf of the City and the City Secretary is authorized to attest and place the City seal on such instrument. Any Authorized Representative is hereby authorized to enter into any supplemental agreements with the Issuing and Paying Agent or with any successor Issuing and Paying Agent in order to implement the functions of the Issuing and Paying Agent or Registrar with respect to the Commercial Paper Notes. Section 3.05. Dealer Agreement. The Dealer Agreement to be entered into with the Dealer pertaining to the sale, from time to time, of Commercial Paper Notes or the purchase of Commercial Paper Notes from the City, all for a fee to be set forth in the Dealer Agreement, in substantially the form attached to this Ordinance as Exhibit E, is hereby approved, and any Authorized Representative is hereby authorized and directed to execute the same for and on behalf of the City and the City Secretary is authorized to attest and place the City seal on such instrument. Section 3.06. Calculation A eg nt Agreement. The Calculation Agent Agreement to be entered into with the Calculation Agent pertaining to calculation from time to time of the Stepped-Up Interest Rate, the Blended Interest Rate to Maturity and the Blended Interest Rate to Redemption, all for a fee to be set forth in the Calculation Agent Agreement, in substantially the form attached to this Ordinance as Exhibit F, is hereby approved, and any Authorized Representative is hereby authorized and directed to execute the same for and on behalf of the City and the City Secretary is authorized to attest and place the City seal on sucl� instrument. 21 ARTICLE IV COVENANTS OF THE CITY Section 4.01. Limitation on Issuance. Unless this Ordinance is amended and modified by the City Council in accordance with the provisions of Section 6.01 hereof, the City covenants that there will not be issued and Outstanding at any time under this Ordinance more than $150,000,000 in principal amount of Commercial Paper Notes. For purposes of this Section 4.01 any portion of Outstanding Notes to be paid from money on deposit in the Callable CP Series Note Payment Fund held by the Issuing and Paying Agent on the day of calculation and from the available proceeds of Notes, Prior Lien Obligations or Subordinated Obligations or other obligations of the City issued on the day of calculation shall not be considered Outstanding. In addition to the foregoing, any improvement or extension to the System to be funded with Commercial Paper Notes must qualify as an Eligible Project. Section 4.02. Commercial Paper Notes Issued as Bond Anticipation Notes. The City hereby acknowledges that the Commercial Paper Notes are being issued as bond anticipation notes to effect interim financing for Eligible Projects, and therefore the City in good faith shall endeavor to sell a sufficient principal amount of Prior Lien Obligations or Subordinated Obligations, or a combination thereof, in order to have funds available, together with other moneys available therefor, to pay the Commercial Paper Notes and the interest thereon, or any renewals thereof, as the same shall become due. The City intends to refinance Commercial Paper Notes issued from time to time pursuant to the terms of this Ordinance into permanent financing through the issuance of refunding bonds issued under authority of Chapter 1207, Texas Government Code, and the Commerciai Paper Notes so refunded shall be treated as having the intended terms and payment schedule of the refunding bonds issued under Chapter 1207, Texas Government Code, as provided in Section 1371.057(c), Texas Government Code. Section 4.03. Punctual Pavment. The City will punctually pay or cause to be paid the principal of and interest, if any, on the Notes (but only from the sources pledged herein), in conformity with the Notes and this Ordinance. Section 4.04. Covenant to Refinance. The City covenants that it will undertake its best efforts to issue and deliver Notes, Prior Lien Obligations or 5ubordinated Obligations at the times and in the amounts necessary to refinance the Commercial Paper Notes that are maturing on the applicable Maturity Date and apply the proceeds of such Notes, Prior Lien Obligations or Subordinated Obligations to retire such Commercial Paper Notes, either at maturity or redemption prior to maturity. Notwithstanding the foregoing, the City, acting through its Authorized Representatives, shall not deliver an Issuance Request for Commercial Paper Notes that could not be refinanced on or before the Maximum Maturity Date. The receipts derived from the refinancing of the Commercial Paper Notes, whether by other Commercial Paper Notes, Prior Lien Obligations or Subordinated Obligations, and all rxa amounts in the funds and accounts created or maintained pursuant to this Ordinance or the Issuing and Paying Agent Agreement, including earnings on such amounts, are hereby pledged as security for the payment of the Commercial Paper Notes and constitute trust funds held for that purpose, subject only to the provisions of this Ordinance and the Issuing and Paying Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein and therein. The pledge herein made shall be irrevocable until all of the Commercial Paper Notes to be refinanced have been paid and retired. The granting of this pledge by the City does not limit in any manner the rights of the City to issue or incur any other Prior Lien Obligations or Subordinated Obligations. Section 4.05. Reservation of Right to Issue or Incur Prior Lien Obligations and Subordinated Obli at�ons. The City hereby expressly reserves the right to hereafter issue Prior Lien Bonds or incur Prior Lien Obligations in accordance with the provisions of the Master Ordinance. The City also retains the right to issue or incur Subordinated Obligations. Section 4.06. Commercial Paper Notes to Remain Tax Exempt. In order to maintain the exclusion from gross income of the interest on the Commercial Paper Notes for federal income tax purposes, the Issuer will make all calculations required by section 148 of the Code, including, but not limited to, the calculation of rebate, in a reasonable and prudent fashion and to segregate and set aside the lawfully available amounts that such calculations indicate may be required to be paid to the United States of America. The City will at all times do and perform all acts and things within its power and authority necessary to comply with each applicable requirement of section 103 and sections 141 through 150 of the Code. The City will execute or cause to be executed a Federal Tax Certificate as may be required by the Code, in the opinion of Bond Counsel, and the Form 8038-G, or any other forms designated by the Internal Revenue Service in substitution thereof. In furtherance of the foregoing, the Issuer will execute annually, or at any other time necessary in the opinion of Bond Counsel, a Federal Tax Certificate and Form 8038-G necessary to assure the tax-exempt status of the Commercial Paper Notes. In furtherance thereof, the City covenants as follows: (a) to take any action to assure that no more than ten (10) percent of the proceeds of the Commercial Paper Notes or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use", as defined in section 141(b)(6) of the Code or, if more than ten (10) percent of the proceeds are so used, that amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than ten (10) percent of the debt service on the Commercial Paper Notes, in contravention of section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds five (5) percent of the proceeds of the Commercial Paper Notes or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of five (5) percent is used for a"private 23 business use" which is "related" and not "disproportionate", within the meaning of section 141(b) (3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or five (5) percent of the proceeds of the Commercial Paper Notes (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Commercial Paper Notes being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (e) to refrain from taking any action that would result in the Commercial Paper Notes being "federally guaranteed" within the meaning of section 149(b) of the Code; (� to refrain from using any portion of the proceeds of the Commercial Paper Notes, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire "investment property" (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Commercial Paper Notes, other than investment property acquired with -- (1) proceeds of the Commercial Paper Notes invested for a reasonable temporary period until such proceeds are needed for the purpose for which the obligations are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed ten (10) percent of the proceeds of the Commercial Paper Notes; (g) to otherwise restrict the use of the proceeds of the Commercial Paper Notes or amounts treated as proceeds of the Commercial Paper Notes, as may be necessary, so that the Commercial Paper Notes do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Commercial Paper Notes) an amount that is at least equal to ninety (90) percent of the "Excess Earnings", within the meaning of section 148(fl of the Code, and to pay to the United States of America, not later than sixty (60) days after the Commercial Paper Notes have been paid in full, one hundred 24 (100) percent of the amount then required to be paid as a result of Excess Earnings under section 148(fl of the Code. The City shall not expend, or permit to be expended, the proceeds of the Commercial Paper Notes in any manner inconsistent with its reasonable expectations as certi�ed in the Federal Tax Certificates to be executed from time to time with respect to the Commercial Paper Notes; provided, however, that the City may expend proceeds of the Commercial Paper Notes in any manner if the City first obtains an unqualified opinion of Bond Counsel that such expenditure will not impair the exemption from federal income taxation of interest paid on the Commercial Paper Notes. The City hereby elects to treat those Commercial Paper Notes redeemed during each eighteen-month period as one "issue" in accordance with the provisions of section 148(�(3) of the Code, unless otherwise provided in the Federal Tax Certificate. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Commercial Paper Notes. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify, or expand provisions of the Code, as applicable to the Commercial Paper Notes, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of Bond Counsel, will not adversely affect the exemption from federal income taxation of interest on the Commercial Paper Notes under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Commercial Paper Notes, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of Bond Counsel, to preserve the exemption from federal income ta,�ation of interest on the Commercial Paper Notes under section 103 of the Code. In furtherance of such intention, the City Council hereby authorizes and directs, jointly and severally, the Mayor, the City Manager, any Assistant City Manager and the Chief Financial Officer/Director of Financial Management Services of the City to execute any documents, certificates or reports required by the Code, and to make such elections on behalf of the City which may be permitted by the Code as are consistent with the purpose for the issuance of the Commercial Paper Notes. In order to facilitate compliance with the above clause (h), upon the issuance of Commercial Paper Notes, a"Rebate Fund" may be established by the City for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the Noteholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. Section 4.07. Allocation of, and Limitation on, E�enditures for Eligible Projects. The City covenants to account for on its books and records the expenditure of proceeds from the sale of the Commercial Paper Notes and any investment earnings thereon to be used for Eligible Projects by allocating proceeds to expenditures within eighteen (18) months of the later of the date that (a) the expenditure on a Eligible Project is made or (b) each Eligible Project is completed. The foregoing notwithstanding, the City shall not expend such proceeds or 25 investment earnings more than sixty (60) days after the later of (a) the fifth anniversary of the date of delivery of the Commercial Paper Notes or (b) the date the Commercial Paper Notes are retired, unless the City obtains an opinion of Bond Counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the Commercial Paper Notes. Section 4.08. Disposition of Eli�ible Projects. The City covenants that the property constituting an Eligible Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of Bond Counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Commercial Paper Notes. For purposes of this Section, the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting in the receipt of cash or other compensation. Section 4.09. Written Procedures. Until superseded by another action of the City, the written procedures to ensure compliance with the covenants contained herein regarding private business use, remedial actions, arbitrage and rebate approved by the City on September 26, 2017, apply to the issuance of the Commercial Paper Notes issued as obligations described in section 103(a) of the Code, and are incorporated by reference into this Ordinance. Section 4.10. Taxable Obli atg ions. The provisions of Section 4.06 of this Ordinance notwithstanding, the City reserves the ability to issue Commercial Paper Notes in a manner such that such obligations are not obligations described in section 103(a) of the Code or are obligations which constitute "private activity bonds" within the meaning of section 141(b) of the Code. If Commercial Paper Notes are so issued, any Authorized Representative is authorized to designate such Commercial Paper Notes in such a manner as to distinguish such Commercial Paper Notes from those Commercial Paper Notes that are issued as obligations described in section 103(a) of the Code. Section 4.11. Opinion of Bond Counsel. The City shall cause the legal opinion of Bond Counsel as to the validity of the Commercial Paper Notes and as to the exemption of interest on the Commercial Paper Notes from federal income taxation to be furnished to any Holder without cost. In addition, a copy of said opinion may be printed on each of the Commercial Paper Notes. In addition, in connection with the annual updating of the Offering Memorandum (as provided in accordance with Section 6.08 hereo� as required by the Dealer Agreement, there may be provided an annual updated opinion of Bond Counsel, at the cost of the City. Section 4.12. Rates and Char�es. The City hereby agrees and reaffirms its covenants to the holders of the Prior Lien Obligations that it will at all times maintain rates and charges for the services furnished, provided, and supplied by the System which shall comply with the provisions of the Master Ordinance, be reasonable and non-discriminatory and produce income and revenues sufficient to pay: (a) all Operating Expenses (as defined in the Master Ordinance); � (b) to produce Net Revenues (as defined in the Master Ordinance) for each Fiscal Year at least equal to the Annual Debt Service Requirements (as defined in the Master Ordinance) during such Fiscal Year of the then Outstanding Prior Lien Obligations; and (c) to pay all other financial obligations of the System and reasonably anticipated to be paid from Gross Revenues. Section 4.13. Svstem Fund. Pursuant to Section 2.15 hereof, the City hereby reaffirms its covenant to the holders of the Prior Lien Bonds that ail Gross Revenues shall be deposited as received in the "City of Fort Worth, Texas Water and Sewer System Revenue Fund" (hereinafter referred to as the "System Fund"), which shall be kept separate and apart from all other funds of the City. Revenues received for the System Fund shall be deposited from time to time as received in such bank or banks as may be selected by the City in accordance with applicable laws relating to the selection of City depositories. Section 4.14. Compliance with Master Ordinance and Other pocuments. The City will comply with the terms and provisions of the Master Ordinance, any Supplement thereto, and any other ordinance or contract to which the City is a party, the non-compliance with which could materially adversely affect the ability of the City to make payments on the Notes when due. The City shall make the deposits to and payments from the System Fund when and as required by the Master Ordinance, and such deposits shall be made in the order and with the priorities set forth in the Master Ordinance. Section 4.15. Continuin� Disclosure Obli a� tion. To the extent required by the provisions of the Rule, the City agrees to enter into an agreement to file financial information and operating data with respect to the Commercial Paper Notes with EMMA. The City agrees to provide the Dealer a link to the City's consolidated audited financial report posted on the City's website promptly after each fiscal year's consolidated audited financial report is accepted by the City. Section 4.16. Notice to Rating A e�ncies. The City shall cause to be provided to each Rating Agency notice of any proposed amendment to this Ordinance, with such notice to be provided in the manner set forth in the Issuing and Paying Agent Agreement. ARTICLE V EVENTS OF DEFAULT AND REMEDIES OF NOTEHOLDERS Section 5.01. Events of Default. If one or more of the following events shall occur: (a) if default shall be made in the due and punctual payment of any installment of principal of any Commercial Paper Note when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; 27 (b) if the City shall fail to make due and punctual payment of any instaliment of interest on any Commercial Paper Note when and as such interest installment shall become due and payable; (c) if default shall be made by the City in the performance or observance of any other of the covenants, agreements or conditions on its part in this Ordinance or in the Commercial Paper Notes contained, and such default shall continue for a period of sixty (60) days after written notice thereof; provided, however, if such default cannot be cured within the sixty (60) day period but corrective action to cure such default is commenced and diligently pursued until the default is corrected no such Event of Default shall be deemed to have occurred; or (d) if there shall occur the dissolution (without a successor being named to assume the rights and obligations) or liquidation of the City or the filing by the City of a voluntary petition in bankruptcy, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of its creditors, or the entry by the City into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceeding for the adjustment of its debts instituted under the provisions of the Bankruptcy Code, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter enacted; then such event as described above shall constitute an "Event of Default" under this Ordinance. Section 5.02. Suits at Law or in Equit,y and Mandamus. In case one or more Events of Default shall occur, then and in every such case the Holder of any Note at the time Outstanding shall be entitled to proceed to protect and enforce such Holder's rights by such appropriate judicial proceeding as such Holder shall deem most effectual to protect and enforce any such right, either by suit in equity or by action at law, whether for the specific performance o� any covenant or agreement contained in this Ordinance, or in aid of the exercise of any power granted in this Ordinance, or to enforce any other legal or equitable right vested in the Holders of Notes by this Ordinance or the Notes or by law. The provisions of this Ordinance shall be a contract with each and every Holder of Notes and the duties of the City shall be enforceable by any Noteholder by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Section 5.03. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Holders of Notes is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised at any time or from time to time, and as often as may be necessary, by the Holder of any one or more of the Notes. Section 5.04. No Personal Liabilitv. None of the members of the City Council, nor any Authorized Representative, nor any other official or officer, agent, or employee of the City, shall 28 be charged personally by the Holders with any liability, or be held personally liable to the Holders under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. ARTICLE VI MISCELLANEOUS Section 6.01. Amendments or Modifications without Consent of Holders of Notes. This Ordinance and the rights and obligations of the City and of the Holders of Notes may be modified or amended at any time by a supplemental ordinance, without notice to or the consent of any Noteholders, but only to the extent permitted by law, and, subject to the rights of the holders of the Notes, only for any one or more of the following purposes -- (1) to add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed, or to surrender any right or power herein reserved to or conferred upon the City; (2) to cure any ambiguity or inconsistency, or to cure or correct any defective provision contained in this Ordinance, upon receipt by the City of an approving opinion of Bond Counsel selected by the City, that the same is needed for such purpose, and will more clearly express the intent of this Ordinance; or (3) to supplement the security for the Notes, replace or provide additional credit facilities, make such changes, modifications or amendments as may be necessary or desirable in order to obtain the approval of this Ordinance by the Attorney General of Texas, as required by Section 6.09 hereof, or to obtain or maintain the granting of a rating on the Notes by a nationally recognized municipal bond rating agency, or change the form of the Notes, or make such other changes in the provisions hereof as the City may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Notes; provided, however, that nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions of this Ordinance or of the Commercial Paper Notes so as to: (1) Make any change in the maturity or Original Redemption Date of any of the Outstanding Commercial Paper Notes; (2) Reduce the rate of interest borne by any of the Outstanding Commercial Paper Notes; 29 (3) Reduce the amount of the principal payable on any of the Outstanding Commercial Paper Notes; (4) Modify the terms of payment of principal of or interest on the Outstanding Commercial Paper Notes, or impose any conditions with respect to such payment; (5) Affect the rights of the Holders of less than all of the Outstanding Commercial Paper Notes; or (6) Reduce or restrict the pledge made pursuant to Section 2.10 hereof for payment of the Commercial Paper Notes; and provided, further, that no change, modification or amendment shall be made in this Ordinance or become valid and effective without the approval of such change, modification or amendment by the Attorney General of the State of Texas, to the extent required by the Act. Section 6.02. Additional Actions. Any Authorized Representative, the City Secretary, and the other officers of the City, each are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Notes and otherwise to effectuate the purposes of this Ordinance, the Issuing and Paying Agent Agreement, the Dealer Agreement, the Calculation Agent Agreement and the Offering Memorandum. Specifically, by the adoption of this Ordinance, the City Council hereby authorizes the payment of the fees and expenses incurred and to be paid by the City in connection with the issuance, sale and delivery of the Notes and the execution and delivery of the Dealer Agreement, the Calculation Agent Agreement and the Issuing and Paying Agent Agreement including, without limitation, the fee of the Attorney General of the State of Texas payable in respect to the review of the proceedings authorizing the issuance of the Commercial Paper Notes required under Section 1202.004, Texas Government Code. By adoption of this Ordinance, each Authorized Representative is designated as a special Acting Assistant City Manager for the limited purposes of executing certificates, agreements, notices, instruction letters, requisitions, and other documents on behalf of the City in accordance with this Ordinance. Section 6.03. Ordinance to Constitute a Contract; Equal Security. In consideration of the acceptance of the Notes, the issuance of which is authorized hereunder, by those who shall hold the same from time to time, this Ordinance shall be deemed to be and shail constitute a contract between the City and the Holders from time to time of the Notes and the pledge made in this Ordinance by the City and the covenants and agreements set forth in this Ordinance to be performed by the City shall be for the equal and proportionate benefit, security and protection of all Holders of the Notes, without preference, priority or distinction as to security or otherwise of any of the Notes authorized hereunder over any of the others by reason of time of issuance, sale or maturity thereof or otherwise for any cause whatsoever, except as expressly provided in or permitted by this Ordinance. 30 Section 6.04. Severabilitv of Invalid Provisions. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Notes issued hereunder. Section 6.05. Payment and Performance on Business Davs. Whenever under the terms of this Ordinance or the Commercial Paper Notes, the performance date of any provision hereof or thereof, including the payment of principal of or interest on the Commercial Paper Notes, shall occur on a day other than a Business Day, then the performance thereof, including the payment of principal of and interest on the Commercial Paper Notes, need not be made on such day but may be performed or paid, as the case may be, on the next succeeding Business Day with the same force and effect as if made on the date of performance or payment. Section 6.06. Defeasance. If, when all or any portion of the Commercial Paper Notes shall have become due and payable in accordance with their terms or otherwise as provided in this Ordinance, the entire principal and interest so due and payable upon said Commercial Paper Notes shall be paid, or if at or prior to the date said Commercial Paper Notes have become due and payable, sufficient moneys or obligations described in Chapter 1207, Texas Government Code, shall be held in trust by the Issuing and Paying Agent and provision shall also be made for paying ail other sums payable hereunder by the City with respect to said Commercial Paper Notes, the pledge herein created with respect to said Commercial Paper Notes shall thereupon cease, terminate and become discharged and said Commercial Paper Notes shall no longer be deemed outstanding for purposes of this Ordinance and all the provisions of this Ordinance relating to the Commercial Paper Notes, including all covenants, agreements, liens and pledges made herein for the benefit thereof, shall be deemed duly discharged, satisfied and released. Section 6.07. Limitation of Benefits with Respect to the Ordinance. With the exception of the rights or benefits herein expressly conferred, nothing expressed or contained herein or implied from the provisions of this Ordinance or the Notes is intended or should be construed to confer upon or give to any person other than the City, the Holders of the Notes, the Issuing and Paying Agent, the Calculation Agent and the Dealer, any legal or equitable right, remedy or claim under or by reason of or in respect to this Ordinance or any covenant, condition, stipulation, promise, agreement or provision herein contained. This Ordinance and all of the covenants, conditions, stipulations, promises, agreements and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the City, the Holders of the Notes, the Issuing and Paying Agent, the Calculation Agent and the Dealer as herein provided. Section 6.08. Use of Offering Memorandum. The use by the Dealer of the Offering Memorandum, prepared by the City in connection with the sale of Commercial Paper Notes, and the distribution of the Offering Memorandum by the Dealer, is approved subject to the approval 31 thereof by an Authorized Representative. Any Authorized Representative is hereby authorized to approve the use by the Dealer of any updated or new Offering Memorandum, which shall occur no less frequently than on each anniversary of the initial date of the Offering Memorandum. Section 6.09. Approval of Attorney General. An Authorized Representative shall submit this Ordinance and a transcript of proceedings related thereto to the Attorney General of the State of Texas for approval, as required by the Act. No Notes herein authorized to be issued shall be sold or delivered by the City until the Attorney General of the State of Texas shall have approved this Ordinance and other agreements and proceedings as may be required in connection therewith, all as required by the Act. The City Council authorizes the payment of the fee of the Attorney General of the State of Texas for the examination of the proceedings relating to the Commercial Paper Notes, in the amount determined in accordance with the provisions of Section 1202.004, Texas Government Code. Section 6.10. Compliance with Section 2252.908, Government Code. An Authorized Representative shall confirm that, to the extent required by Section 2252.908, Texas Government Code, each contracting party in connection with the issuance of Commercial Paper Notes has made disclosure filings to the Texas Ethics Commission in accordance with Section 2252.908, Texas Government Code. Within thirty (30) days of receipt of the disclosure filings from the contracting party, the City will submit a copy of the disclosure filings with the Texas Ethics Commission. Section 6.11. Preamble. The preamble to this Ordinance shall be considered an integral part of this Ordinance, and is herein incorporated as part of the body of this Ordinance for all purposes. Section 6.12. Immediate Effect. This Ordinance shall be effective immediately from and after its passage in accordance with the provisions of Section 1201.028, Texas Government Code. Upon the execution and delivery of the Issuing and Paying Agent Agreement, the authority to issue City of Fort Worth, Texas Water and Sewer System Direct Purchase Notes, Series WF, as set forth in Ordinance No. 20674-03-2013, shall cease. There are no Direct Purchase Notes, Series WF, outstanding as of the date this Ordinance was passed. 5ection 6.13. Open Meeting. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. [Execution Page Follows] 32 ADOPTED AND EFF`ECTIVE December S�,�at% -- � / � � � , City of Fc�rt Worth, Texas ATTEST: _ /�} , �� �� , ,� , � � `�,� Cit Secreta .; ty,, f g t Worth, Texas APPROVED AS TO FORM AND LEGALITY: -°—���zG — 1L�`��%< =-�- {-��:�� City AttorneX,� ty of Fort Worth Srg�lature Page for Ordinance Authorizing Co»rn:ercial Paper Noies, Callable CP Series 33 EXHIBIT A Form of Commercial Paper Note: UNITED STATES OF AMERICA STATE OF TEXAS CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM COMMERCIAL PAPER NOTE, CALLABLE CP SERIES Note Original [Blended Interest Rate Note Number Rate to Maturity] Date $ On (the "Maturity Date") for value received, THE CITY OF FORT WORTH, TEXAS (the "City") Promises To Pay To The Order of The Principal Sum Of Payable At (the "Issuing and Paying Agent"), and to pay interest, if any, on said principal amount, specified above, from the above specified Note Date on said Maturity Date at the per annum [Original Rate] [Blended Interest Rate to Maturity] specified above (computed on the basis of actual days elapsed and a 365-day or 366- day year, as applicable) solely from the sources hereinafter identified and as hereinafter stated. This Note is one of an issue of commercial paper notes (the "Commercial Paper Notes") which has been duly authorized and issued in accordance with the provisions of an ordinance (the "Ordinance") passed by the City Council of the City for the purpose of financing Project Costs of Eligible Projects for the System; to refund obligations issued in connection with an Eligible Project; and to refinance, renew or refund Notes, Prior Lien Obligations, Subordinated Obligations and any other authorized obligations of the System, including interest thereon, in accordance with the provisions of the Ordinance; all in accordance and in strict conformity with the provisions of Chapter 1371, Texas Government Code, as amended and Chapter 1502, Texas Government Code, as amended (together, the "Act"). Defined terms used in this Commercial Paper Note shall have the meanings given said terms in the Ordinance. This Commercial Paper Note, together with the other Commercial Paper Notes, is payable from and equally secured by a lien on and pledge of (i) the proceeds from (a) the sale of other Commercial Paper Notes issued for such purpose and (b) the sale of a series or issue of Prior Lien Obligations or Subordinated Obligations to be issued by the City for such purpose, and (ii) amounts in certain funds established pursuant to the Ordinance. Both principal and interest on this Commercial Paper Note shall be payable in immediately available lawful money of the United States of America at the designated corporate office of the Issuing and Paying Agent, specified above, or its successor. A-1 This Commercial Paper Note shall be subject to redemption in whole, but not in part, prior to its Maturity Date, on (the "Original Redemption Date"), at the price of par plus accrued interest to the Original Redemption Date, and unless a Direction to Rescind, as described below, is issued, the principal of and interest on this Commercial Paper Note will be paid on the Original Redemption Date. The foregoing notwithstanding, should a Direction to Rescind be delivered to the Issuing and Paying Agent, as provided in the Ordinance, the redemption of this Commercial Paper Note shall not occur on the Original Redemption Date, the accrued but unpaid interest on this Commercial Paper Note to the Original Redemption Date and the principal of this Commercial Paper Note will be paid on the Maturity Date, or its date fixed for redemption at the option of the City after the Original Redemption Date, and this Commercial Paper Note will bear interest from the Original Redemption Date to the Maturity Date, or date fixed for redemption after the Original Redemption Date and prior to the Maturity Date, at the Stepped-Up Interest Rate (computed on the basis of actual days elapsed and a 365-day or 366- day year, as applicable), as further described below. The Stepped-Up Interest Rate shall be determined by the following formula: The greater of (SIFMA Index + E� or F The Stepped-Up Interest Rate applicable to this Commercial Paper Note will be determined by the Calculation Agent based on the Prevailing Ratings and SIFMA Index available as of 11:00 a.m., New York, New York time, on the Business Day prior to the Original Redemption Date of this Commercial Paper Note. As used in the formula, the E and F variables shall be the fixed percentage rates, expressed in basis points and yields, respectively, determined based on the Prevailing Ratings of each Rating Agency then rating the Commercial Paper Notes at the request of the City, as follows: Fitch F- l+ F-1 F-2 Lower than F-2 (or rating withdrawn for credit reasons) Moodv's P-1 P-2 Lower than P-2 (or rating withdrawn for credit reasons) Prevailing Rating S&P A-l+ A-1 A-2 Lower than A-2 (or rating withdrawn for credit reasons) E Variable 300 bps 400 bps 600 bps Max Rate F Variable 7.00% 7.50% 8.00% 10.00% If the individual Prevailing Ratings indicate different E or F variables as a result of split ratings assigned to the City, the E or F variable shail be the arithmetic average of those indicated by the Prevailing Ratings. In no event shall the Stepped-Up Interest Rate exceed the Maximum Interest Rate. This Commercial Paper Note may be redeemed after its Original Redemption Date, at the option of the City, on any Business Day after the Original Redemption Date, at a redemption price equal to par (100%), plus accrued and unpaid interest to, but excluding, the redemption date. To exercise its redemption option, the City shall provide not less than two (2) Business Days' written notice to the Issuing and Paying Agent. The Blended Interest Rate to Redemption A-2 will be determined by the Calculation Agent based on the date of redemption occurring after the Original Redemption Date specified in the notice of redemption. The Calculation Agent will notify the City, the Dealer and the Issuing and Paying Agent of the Blended Interest Rate to Redemption by 1:00 p.m. on the Business Day after receipt of the notice of redemption. The Issuing and Paying Agent will notify DTC of the Commercial Paper Notes to be redeemed and the Blended Interest Rate to Redemption within one (1) Business Day of receipt of the notice of redemption. This Commercial Paper Note, together with the other Commercial Paper Notes, is payable solely from the sources hereinabove identified securing the payment thereof, and the Commercial Paper Notes do not constitute a legal or equitable pledge, charge, lien or encumbrance upon any other property of the City or the System. The holder hereof shail never have the right to demand payment of this obligation from funds raised or to be raised by taxation, or from any other sources or properties of the City, except as identified above. The City covenants to pay the principal of and interest on this Commercial Paper Note when due, whether by reason of maturity or redemption prior to maturity. It is hereby certified and recited that all acts, conditions and things required by law and the Ordinance to exist, to have happened and to have been performed precedent to and in the issuance of this Commercial Paper Note, do exist, have happened and have been performed in regular and in due time, form and manner as required by law and that the issuance of this Commercial Paper Note, together with all other Commercial Paper Notes, is not in excess of the principal amount of Commercial Paper Notes permitted to be issued under the Ordinance. This Commercial Paper Note has all the qualities and incidents of a negotiable instrument under the laws of the State of Texas. This Commercial Paper Note shall not be entitled to any benefit under the Ordinance or be valid or become obligatory for any purpose until this Commercial Paper Note shall have been authenticated by the execution by the Issuing and Paying Agent of the Certificate of Authentication hereon. IN TESTIMONY WHEREOF, the City Council has caused the seal of the City to be duly impressed or placed in facsimile hereon, and this Note to be signed with the imprinted facsimile signature of the Mayor, attested by the facsimile signature of the City Secretary and approved as to form by the facsimile signature of the City Attorney. xxxxxxxx City Secretary, City of Fort Worth APPROVED AS TO FORM: xxxxxxxx City Attorney, City of Fort Worth XXXXXXXX Mayor, City of Fort Worth A-3 (SEAL) ISSUING AND PAYING AGENT'S CERTIFICATE OF AUTHENTICATION This Commercial Paper Note is one of the Commercial Paper Notes delivered pursuant to the within mentioned Ordinance. : A-4 , as Issuing and Paying Agent Authorized Signatory EXHIBIT B FORM OF MASTER NOTE B-1 The Depository Trust Company A subsidiary of The Depository Trust & Ciearing Corporation MUNICIPAL COMiVIERCIAL PAPER — TECP MMASTER NOTE Thc City of Fort Worth, Texas (Date of Issuance) ("Issuer"), for value received, hereby promises to pay to Cede & Co., as nominee of the Depository Trust Company, or to registered assigns (i) the principal amount, together with unpaid accrued interest thereon, if any, on the inaturity date of each obligation identified on the records of Issuer (the "Underlying Records") as being evidenced by this Master Note, which Underlying Records are maintained by U.S. Bank National Association ("Paying Agent"); (ii) interest on the principal amount of each such obligation that is payable in installments, if any, on the due date of each installment, as specified on the Underlying Records; and (iii) the principal amount of each such obligation tllat is payable in installments, if any, on the due date of each installment, as specified on the Underlying Records. Interest shall be calculated at the rate and according to the calculation convention specified on the Underlying Records. Payments shall be made soley frorn the sources stated on the Underlying Records by wire transfer to the registered owner from Paying Agent without the necessity of presentation and sun•ender of this Master Note. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH ON THE REVERSE HEREOF. This Master Note is a valid and binding obligation of Issuer. Not Valid Unless Countersigned for Authentication by Paying Agent. U.S. Bank National Association (Paying Agent) By: (Authorized Countersignature) �� DTCC� The Depository Trast & Cfeaiing Corporafion City of Fort Worth, Texas (Issuer) By: (Authorized Signature) (Reverse Side ofNote) At the request of the registered owner, Issuer shall promptly issue and deliver one or more separate note certificates evidenciug each obligation evidenced by this Master Note. As of the date any such note certificate ar certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Note. � FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (Name, Address, and Taxpayer ldeutification Number of Assignee) the Master Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Master Note on the books of issuer with full power of substitution in the premises. Dated: Signature(s) Guaranteed (Signature) Notice: The signature on this assigmnent must con�espond with the name as written upon the face of this Master Note, in eveiy particular, without alteration or enlargement ar any change whatsoever. Unless this cei�tificate is presented by an authorized representative of the Depository Trust Coinpany, a New Yorlc corporation ("DTC"), to issuer 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 an authorized representative of DTC (and any payment is inade to Cede & Co. ar 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. Re: EXHIBIT C-1 ISSUANCE REQUEST City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series U.S. Bank National Association, as Issuing and Paying Agent for the captioned Notes, is hereby requested, in accordance with the terms of the ordinance of the City of Fort Worth, Texas authorizing the issuance of the captioned Notes, to issue City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series, CUSIP Number (the "Notes"). In connection with this request, please be advised that: the date of issue of the Notes shall be , 20_ (which is a Business Day); ii. the maturity date of the Notes shall be , 20_ (which is a Business Day, is a day that is not more than 270 days from the date of issue and is not a day after December 5, 2037); iii. the principal amount of the Notes shall be $ ; iv. the interest rate shall be % per annum to the Original Redemption Date; and v. the Original Redemption Date of the Notes shall be , 20_ (which date is a Business Day and is not less than three calendar days and not more than 120 calendar days from the date of issue). Dated: cc: [Dealer] [Calculation Agent] CITY OF FORT WORTH, TEXAS I� Authorized Representative C-1 EXHIBIT G2 FORM OF DIRECTION TO RESCIND [Name and Address of Issuing and Paying Agent] DIRECTION TO RESCIND Ladies and Gentlemen: Date This certiiicate is provided pursuant to the requirements of Sections 2.04 and 3.02 of the Ordinance adopted by the City of Fort Worth, Texas (the "Ordinance"), with respect to the issuance of the City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series, for the purpose of requesting the rescission of the notice to redeem a Commercial Paper Note, as provided herein. Capitalized terms used herein and not otherwise defined shall have the meaning given in the Ordinance. (a) The Commercial Paper Note is in the principal amount of $ , currently bears interest at the Original Rate of %, has a Maturity Date of , 20_, and has a stated Original Redemption Date of , 20_. (b) The notice to redeem the Commercial Paper Note on its stated Original Redemption Date is hereby rescinded; from and including the Original Redemption Date until but excluding its Maturity Date, or date fixed for redemption prior to the Maturity Date, the Commercial Paper Note will bear interest at the Stepped-Up Interest Rate. (c) After the redemption on the Original Redemption Date is hereby rescinded, the Commercial Paper Note may be redeemed prior to the Maturity Date on any Business Day after the Original Redemption Date, at the price of par (100%) plus accrued interest to the date fixed for redemption. Approved by the City of Fort Worth: I: Authorized Representative cc: [Name of Calculation Agent] [DEALER] I� Authorized Representative G2 EXHIBIT D FORM OF ISSUING AND PAYING AGENT AGREEMENT D-1 ISSUING AND PAYING AGENT AGREEMENT THIS ISSUING AND PAYING AGENT AGREEMENT (the "Agreement") is dated as of December 1, 2017, by and between U.S. Bank National Association (the "Bank") with offices at 100 Wall Street, Suite 1600, New York, New York 10005 and the City of Fort Worth, Texas, a Texas home-rule municipality with offices at 200 Texas Street, Fort Worth, Texas 76102 (the "City") regarding the City's commercial paper program (hereinafter referred to as the "Program"). WITNESSETH: WHEREAS, at the request of City, Bank is prepared to act (a) as depositary for the safekeeping of certain notes of City, to-wit, its City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series, which may be issued and sold in the United States commercial paper market under the Program (the "Commercial Paper Notes"; such Commercial Paper Notes when issued in book-entry form being hereinafter referred to as "Book-Entry Commercial Paper Notes" and when issued in the form of certificated promissory notes being hereinafter referred to as "Certificated Commercial Paper Notes"), (b) as issuing agent on behalf of City in connection with the issuance of the Commercial Paper Notes, (c) as paying agent to undertake certain obligations to make payments in respect of the Commercial Paper Notes, and (d) as depositary to receive certain funds on behalf of City, as set forth herein, and WHEREAS, this Agreement will govern Bank's rights, powers and duties as such depositary, issuing agent and paying agent for the Commercial Paper Notes and City's rights and obligations in connection therewith. NOW THEREFORE, for good and valuable consideration, the parties hereto agree as follows: l. Anpointment of Bank. City hereby appoints Bank and Bank hereby agrees to act, on the terms and conditions specified herein, as depositary with respect to unissued Certificated Commercial Paper Notes (as hereinafter defined) and to funds received by Bank pursuant to Sections 6 and 7 hereof (the "Note Funds"), and issuing and paying agent for the Commercial Paper Notes issued under the Program. The Commercial Paper Notes will be sold through such commercial paper dealers and/or placement agents as City shall have notified Bank in writing from time to time (collectively, the "Dealers"). Currently, J.P. Margan Securities LLC is the Dealer. 2. Letter of Representations. City will promptly deliver to Bank an executed version of the form of Letter of Representations (the "Letter of Representations ") provided by the Depository Trust Company ("DTC"). City understands and agrees that such Letter of Representations when executed by City and Bank and accepted by DTC shall supplement the provisions of this Agreement and that City, Bank, and DTC shall be bound by the terms and provisions of the Letter of Representations, including any procedures and operational arrangements applicable thereunder. 3. Commercial Paper Notes. (a) Book-Entry Commercial Paper Notes shall be represented by one or more master notes ("Master Note" or "Master Notes") which shall be executed by manual or facsimile signature 1 by an Authorized Representative (as hereafter defined). Bank will hold the Master Note(s) in safekeeping for the account of DTC, in accordance with Bank's customary practice. (b) If Certificated Commercial Paper Notes are to be issued, they shall be in the form provided by City, shall be serially numbered and shall have been executed in the manner provided in the Note Ordinance, but shall otherwise be uncompleted. City will from time to time furnish Bank with an adequate supply of Certificated Commercial Paper Notes, as City, in accordance with the provisions of the Note Ordinance, in its sole and absolute discretion, considers appropriate. (c) Each Certificated Commercial Paper Note or Master Note, as the case may be, delivered to the Issuing and Paying Agent shall be accompanied by a letter from City identifying the Certificated Commercial Paper Note(s) or Master Note(s) transmitted therewith, and the Issuing and Paying Agent shall acknowledge receipt of such certificated Commercial Paper Note(s) or Master Note(s) on the copy of such letter or pursuant to some other form of written receipt deemed appropriate by it at the time of delivery to it of such Certificated Commercial Paper Note(s) or Master Note(s). Pending the issuance of Certificated Commercial Paper Notes as provided in Section 5 hereof, all Certificated Commercial Paper Notes delivered to Bank shall be held by Bank for the account of City, for safekeeping in accordance with Bank's customary practice. 4. Authorized Representatives. Annually or more frequently, if requested in writing by Bank, to reflect changes thereto, City will furnish to Bank certificates in the form of Exhibit A ("Incumbency Certificates") of a City officer certifying the incumbency and specimen signatures of officers or agents of City authorized to execute Commercial Paper Notes on behalf of City by manual or facsimile signature and/or to take other action hereunder on behalf of City (each an "Authorized Representative"). Until Bank receives and has a reasonable time to act upon a subsequent Incumbency Certificate of City, Bank is entitled to rely on the last such Incumbency Certificate delivered to Bank for purposes of determining the Authorized Representatives. Bank shall not have any responsibility to City to determine by whom or by what means a facsimile signature may have been affixed on the Commercial Paper Notes, or to determine whether any facsimile or manual signature resembles the specimen signature(s) filed with Bank by a duly authorized officer of City. Any Commercial Paper Notes bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature is affixed shall be binding on City after the authentication thereof by Bank notwithstanding that such person shall have died or shall have otherwise ceased to hold his office on the date such Commercial Paper Note is countersigned or delivered to Bank. City represents and warrants it may appoint other officers, employees and agents of the City (an "Authorized Person") including without limitation any Dealers, to give notices and /or issuance instructions to Bank under this Agreement, provided that notice of the appointment of each Authorized Person is delivered to Bank in writing. Each such appointment shall remain in effect unless and until revoked by City in a written notice to Bank. 5. Comnletion, Authentication and Deliverv of Commercial Paper Notes. (a) In the case of Book-Entry Commercial Paper Notes, instructions by an Authorized Representative or an Authorized Person to the Bank for the issuance of Book-Entry Commercial Paper Notes shall include the following information with respect to each Book-Entry Commercial Paper Note: i. the date of issuance of each such Book-Entry Commercial Paper Note (which 2 shall be a Business Day); ii. the maturity date of each such Book-Entry Commercial Paper Note (provided that the Authorized Representative or Authorized Person shall ensure that such date is a Business Day and that it shall not be more than 270 days from the date of issue); iii. the face amount (provided that the Authorized Representative or the Authorized Person shall ensure that such face amount is $100,000 or integral multiples of $1,000 in excess thereofl in figures; iv. the interest rate and applicable discount or interest amount; and v. the Original Redemption Date of each such Book-Entry Commercial Paper Note (provided that the Authorized Representative or Authorized Person shall ensure that such date is a Business Day and that it is not less than three calendar days and not more than 120 calendar days from the date of issue). (b) From time to time during the term of this Agreement and subject to the terms and conditions hereof, and upon Bank's timely receipt from such Authorized Representative or Authorized Person of instructions pursuant to Section 5(a) delivered to Bank prior to 1:00 p.m., New York time, on a day on which Bank is open for business (a "Business Day") in accordance with Section 19, Bank shall transmit such issuance instructions to DTC for the issuance of Book-Entry Commercial Paper Notes as instructed pursuant to Section 5(a) in a manner set forth in, and take other actions as are required by, the Letter of Representations and DTC's applicable rules, regulations and procedures for a book-entry commercial paper program. (c) City understands that although Bank has been instructed to deliver Commercial Paper Notes against payment, in accordance with the custom prevailing in the commercial paper market, City hereby directs Bank to effect each such delivery to a Dealer before receipt of payment in immediately available funds. Therefore, once Bank has delivered a Commercial Paper Note to a Dealer or its agent as provided herein, City shall bear all risk that a Dealer or its agent fails to remit payment for the Commercial Paper Note to Bank. Bank shall have no liability to City for any failure or inability on the part of the Dealer to make payment for Commercial Paper Notes. Nothing in this Agreement shall require Bank to purchase any Commercial Paper Note or expend Bank's own funds for the purchase price of a Commercial Paper Note or Commercial Paper Notes. (d) City agrees that Bank is not under any obligation to assess or review the financial condition or creditworthiness of any person to or for whose account Bank delivers a Commercial Paper Note pursuant to instructions from an Authorized Representative or Authorized Person or advise City as to the results of any such appraisal or investigation Bank may have conducted on its own or of any adverse information concerning any such person that may in any way have come to Bank's attention. (e) It is understood that DTC may request the delivery of Certificated Commercial Paper Notes in exchange for Book-Entry Commercial Paper Notes upon the termination of DTC's services pursuant to the DTC Letter of Representations. Accordingly, upon such termination, Bank is authorized to complete and deliver Certificated Commercial Paper Notes in partial or complete 3 substitution for Book-Entry Commercial Paper Notes of the same face amount and maturity as requested by DTC. (� In the case of Certificated Commercial Paper Notes, during the term of this Agreement and subject to the terms and conditions hereof, upon Bank's timely receipt from an Authorized Representative or an Authorized Person of instructions delivered to Bank in accordance with Section 20 prior to 12:30 p.m., New York time, on a Business Day, on the date of issuance of any Certificated Commercial Paper Notes, B ank shall withdraw the respective Certificated Commercial Paper Notes from safekeeping and take the following actions in accordance with such instructions: i. complete each such Certificated Commercial Paper Note as to the face amount, net dollar amount, payee, the date of issue and maturity date, (provided that the Authorized Representative or Authorized Person shall ensure that such maturity date is a Business Day and that it shall not be more than 270 days from the date of issue and that such face amount is $100,000 or integral multiples of $1,000 in excess thereof in figures) and the Original Redemption Date (provided that the Authorized Representative or Authorized Person shall ensure that such date is a Business Day and that it is not less than three calendar days and not more than 120 calendar days from the date of issue); ii. authenticate (by countersigning) each such Certificated Commercial Paper Note in the appropriate space provided thereon; and iii. deliver each such Certificated Commercial Paper Note to the Dealer, or the consignee, if any, designated by such Authorized Representative or Authorized Person for the account of the Dealer. (g) If Bank shall receive written instructions from City pursuant to Section 18 not to issue or deliver Commercial Paper Notes, until such instructions are revoked in writing or superseded by further written instructions from City, Bank shall not issue or deliver Commercial Paper Notes, provided, however, that notwithstanding contrary instructions from City, Bank shall deliver Commercial Paper Notes with respect to agreements for the sale of Commercial Paper Notes concluded by an Authorized Representative or Authorized Person prior to receipt by the Authorized Representative or Authorized Person of the City's instructions not to issue or deliver such Commercial Paper Notes, which the Authorized Representative or Authorized Person shall be required to confirm to Bank in writing prior to Bank's delivery of the Commercial Paper Notes. For purposes of the preceding provision, B ank may conclusively rely on written notice given or delivered to Bank by an Authorized Representative or Authorized Person as to whether any particular Commercial Paper Notes are to be issued in respect of such agreements concluded by such Authorized Representative or Authorized Person, and Bank shall have no obligation to make any other or further investigation. 6. Proceeds of Sale of the Commercial Paner Notes. (a) Contemporaneously with the execution and delivery of this Agreement, Bank will establish an account designated as the City of Fort Worth, Texas Water and Sewer System Callable 4 CP Series Note Payment Account, (the "Note Payment Account"). On each day on which a Dealer or its agent receives Commercial Paper Notes (whether through the facilities of DTC in the manner set forth in the Letter of Representations or by delivery in accordance with the provisions of this Agreement), all proceeds received by Bank in connection with such sale shall be credited in immediately available funds to the Note Payment Account. From time to time upon written instructions received by Bank from an Authorized Person or Authorized Representative, Bank agrees to transfer immediately available funds from the Note Payment Account to City for deposit in the City of Fort Worth, Texas Water and Sewer System Callable CP Series Note Construction Account created in the ordinance establishing the Program (the "Ordinance"), held by the City. City agrees to provide Bank with wiring instructions to effect transfers to such Construction Account. If Bank chooses, in its sole discretion, to credit City's account before Bank has collected funds for delivery of Commercial Paper Notes, it is understood that such credit shall be an advance to City to be promptly repaid to Bank from proceeds of sale of Commercial Paper Notes. If any such advance is not repaid by 5:00 p.m., New York time, on the day it is made, City shall repay such advance on the next Business Day together with interest thereon at the rate charged by Bank for such advance, which rate shall not be less than the Prime Rate as defined and subject to the limitation described in Section 7(d). (b) Moneys deposited in the Note Payment Account may be invested by Bank in Eligible Investments as specified in and pursuant to a written direction of the Chief Financial Off'icer/Director of Financial Management Services of City or the designee thereof, and Bank may conclusively presume that any investment in which Bank is so directed qualifies as an Eligible Investment. City recognizes and agrees that Bank will not provide supervision, recommendations or advice relating to either the investment of funds or the purchase or disposition of any investment and Bank shall not have any liability for any loss in an investment made pursuant to the terms of the written direction received from City. Bank has no responsibility whatsoever to determine the market or other value of any investment and makes no representation or warranty as to the accuracy of any such valuations. To the extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, City waives receipt of such confirmations. Bank may elect, but shall not be obligated, to credit the Note Payment Account with funds representing income or principal payments due on, or sales proceeds due in respect of, assets in the Note Payment Account, or to credit to the Note Payment Account assets intended to be purchased with such funds, in each case before actually receiving the requisite funds from the payment source, or to otherwise advance funds for Note Payment Account transactions. Notwithstanding anything else in this Agreement, (i) any such crediting of funds or assets shall be provisional in nature, and Bank shall be authorized to reverse or offset any such transactions or advances of funds in the event that Bank does not receive good funds with respect thereto, and (ii) nothing in this Agreement shall constitute a waiver of any of Bank's rights as a securities intermediary under Uniform Commercial Code Sec. 9-206, as it is applied under Texas law. Bank may also off-set against and deduct from the Note Payment Account with respect to checks or other deposits that have been credited to the Note Payment Account but are subsequently returned unpaid or reversed. 7. Pavment of Commercial Paper Notes. (a) By 1:00 p.m., New York time, on the date that any Commercial Paper Notes is scheduled to be redeemed on its Original Redemption Date, City shall ensure that there shall have 5 been transferred to Bank for deposit in the Note Payment Account immediately available funds at least equal to the principal amount of any Commercial Paper Notes scheduled to be redeemed on such Original Redemption Date. When any Commercial Paper Note is presented to Bank for payment by the holder thereof (which may, in the case of Book-Entry Commercial Paper Notes, be DTC or a nominee of DTC) on its Original Redemption Date, payment shall be made from and charged to the Note Payment Account to the extent funds are available in said account. The foregoing notwithstanding, if the redemption of any Commercial Paper Note on its Original Redemption Date has been rescinded in accordance with the terms of Section 8, the payment of the interest on and the principal of such Commercial Paper Note shall occur at maturity or its date of prior redemption such Commercial Paper Note, in the manner provided in the Ordinance. (b) Each Commercial Paper Note presented to Bank for payment at or prior to 2:15 p.m., New York time, on any Business Day at or after its Original Redemption Date shall be paid by Bank on the same day as such presentation (or if presented after 2:15 p.m., New York time, on any such Business Day, then on the next succeeding Business Day) to the extent funds are available in the Note Payment Account. The foregoing notwithstanding, if the redemption of any Commercial Paper Note on its Original Redemption Date has been rescinded, the payment of the interest on and the principal of such Commercial Paper Note shall occur at maturity or its date of prior redemption. (c) By 1:00 p.m., New York time, on the date that any Commercial Paper Note is scheduled to mature, whether on its stated Maturity Date or upon redemption after the Original Redemption Date, City shall ensure that there shall have been transferred to Bank for deposit in the Note Payment Account immediately available funds at least equal to the amount of Commercial Paper Notes maturing on such date. When any matured Commercial Paper Note is presented to Bank for payment by the holder thereof (which may, in the case of Book-Entry Commercial Paper Notes, be DTC or a nominee of DTC), payment shall be made from and charged to the Note Payment Account to the extent funds are available in said account. (d) Bank may, but shall have no obligation to, make a payment pursuant to Section 7(a) hereof, whether on an Original Redemption Date or a Maturity Date, prior to receipt from City of sufficient immediately available funds. In such case, City agrees to promptly repay such advance provided that, if such advance is not repaid by 5:00 p.m., New York time, on the day it is made, City shall repay such advance on the next Business Day together with interest thereon at the Prime Rate. No prior action or course of dealing on the part of Bank with respect to advances of the purchase price or payments of matured Commercial Paper Notes shall give rise to any claim or cause of action by City against Bank in the event that Bank refuses to pay or settle any Commercial Paper Notes for which City has not timely provided funds as required by this Agreement. In no event shall the Prime Rate exceed the Maximum Interest Rate. As used in this Agreement, "Prime Rate" means the rate per annum interest which U.S. Bank National Association ("USBNA") announces publicly or otherwise makes available to the public from time to time as its "prime rate" (currently calculated on the basis of actual number of days elapsed over a year of 360 days) with any change in the "prime rate" to be effective on and as of the date of any change in said "prime rate". The Prime Rate and the calculation thereof may be established by USBNA in its sole discretion and is not necessarily the lowest rate of interest offered by USBNA to its most creditworthy customers. The Prime Rate is a variable or fluctuating rate which increases or decreases from time to time. City shall assure the prompt reimbursement to Bank of any such advance (including the interest thereon). 8. Redemption of Commercial Paper Notes. 6 (a) Upon receipt from Dealer of a written notice directing Bank to redeem Commercial Paper Notes in the form of Exhibit B(a "Direction to Redeem") by no later than 9:00 a.m., New York time, on the second Business Day prior to the Original Redemption Date, Bank shall correspondingly (i) notify DTC by no later than 12:00 noon, New York time, on the second Business Day prior to such Original Redemption Date that notice of redemption to redeem such Commercial Paper Notes has been received, and (ii) by no later than 4:30 p.m., New York time, on the second Business Day prior to the Original Redemption Date, cause such notice to redeem such Commercial Paper Notes in the form of Exhibit C(a "Redemption Notice") on the Original Redemption Date to be posted on EMMA. If a timely Direction to Redeem is delivered by Dealer, Dealer may deliver to Bank a Direction to Rescind by no later than 11:00 a.m., New York time, on the Business Day prior to the applicable Original Redemption Date. Upon timely receipt of such Direction to Rescind, Bank shall correspondingly (i) notify DTC by no later than 12:00 noon, New York time, on the Business Day prior to such Original Redemption Date that a rescission of the notice of redemption to redeem such Commercial Paper Notes has been received and of the Blended Interest Rate to Maturity for such Commercial Paper Notes, and (ii) by no later than 4:30 p.m., New York time, on the Business Day prior to the Original Redemption Date, cause such a Notice of Rescission in the form of Exhibit D(a "Notice of Rescission") to be posted on EMMA. Upon timely receipt of a Direction to Rescind from Dealer and written direction from Dealer to do so, Bank, by no later than 3:00 p.m., New York time, on the Business Day prior to the Original Redemption Date, shall complete each applicable Certificated Commercial Paper Note as to the Blended Interest Rate to Maturity (as defined in the Note Ordinance) as Bank is instructed in writing by the Calculation Agent, and deliver each such Certificated Commercial Paper Note to or upon the order of Dealer, as requested. (b) If Dealer delivers a Direction to Rescind and the redemption of any Commercial Paper Notes on its Original Redemption Date has been rescinded, then such Commercial Paper Notes may be redeemed on any Business Day after their Original Redemption Date, at the option of City, at a redemption price equal to par (100%), plus accrued and unpaid interest to, but excluding, the redemption date. To exercise this redemption option, Dealer shall deliver a Direction to Redeem to Bank directing the redemption in whole of such Commercial Paper Notes and specifying the date of redemption, which shall be at least two (2) Business Days after Bank's receipt of such written notice. Within one (1) Business Day of receipt of such notice, Bank will notify Dealer and DTC of the Commercial Paper Notes to be redeemed and of the Blended Interest Rate to Redemption for such Commercial Paper Notes and a post a Redemption Notice on EMMA. 9. Representations and Warranties of Citv. City hereby warrants and represents to Bank, and, each request to issue Commercial Paper Notes shall constitute City's continuing warranty and representation, as follows: (a) This Agreement is, and all Commercial Paper Notes delivered to Bank pursuant to this Agreement will be, duly authorized, executed and delivered by City. Bank's appointment to act for City hereunder is duly authorized by City. (b) The issuance and delivery of the Commercial Paper Notes will not violate any state or federal law and the Commercial Paper Notes do not require registration under the Securities Act of 1933, as amended. (c) This Agreement constitutes, and the Commercial Paper Notes, when completed, countersigned, and delivered pursuant hereto, will constitute, City's legal, valid and binding obligations enforceable against City in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws heretofore or hereafter enacted to the extent constitutionally applicable affecting the rights of creditors generally and by general principles of equity. (d) City is a home-rule municipality and political subdivision duly organized and validly existing under the laws of Texas, and no liquidation, dissolution, bankruptcy, windup or similar proceedings have been instituted with respect to City. (e) City has, and at all relevant times has had, all necessary power and authority to execute, deliver and perform this Agreement and to issue the Commercial Paper Notes. ( fl City has taken all actions which are required far the authorization of the issuance of the Commercial Paper Notes, including specifically the adoption of the Ordinance, and for the authorization, execution, delivery and performance of this Agreement, and such actions do not require the approval or consent of any holder or trustee of any indebtedness or obligations of City. (g) The issuance of Commercial Paper Notes by City (i) does not and will not contravene any provision of any governmental law, regulation or rule in effect under the laws of the State of Texas applicable to City, and (ii) does not and will not conflict with, breach or contravene the provisions of any contract or other instrument binding upon City. The Commercial Paper Notes issued under the Ordinance and governed by this Agreement are exempt from registration under the Securities Act of 1933, as amended and then in effect. (h) The issuance and delivery of such Commercial Paper Note(s) have been effected under the terms of the Ordinance 10. Reliance on Instructions. Bank shall incur no liability to City in acting hereunder upon instructions contemplated hereby which Bank reasonably believed in good faith to have been given by an Authorized Representative or an Authorized Person, as the case may be. Instructions transmitted via SPANS Online (as defined in Section 18 hereo fl shall be the equivalent to the giving of a duly authorized written instruction which Bank may act upon without liability. In the event a discrepancy exists between any telephonic instructions and any other such instructions, the telephonic instructions as understood by Bank will be deemed to control. 11. Cancellation of Commercial Paner Notes. Upon payment by Bank of Certificated Commercial Paper Note(s) presented for payment, Bank shail mark such Certificated Commercial Paper Note(s) as paid and (i) in due course cancel Certificated Commercial Paper Note(s) presented for payment and from time to time return such canceled Certificated Commercial Paper Notes to City, or (ii) destroy such Certificated Commercial Paper Notes(s) and deliver to City from time to time a destruction certiiicate identifying all Certiiicated Commercial Paper Notes destroyed since the issuance of the prior destruction certificate. Upon the written request of City, Bank agrees to cancel and return to City all unissued Certificated Commercial Paper Notes in Bank's possession at the time of such request. 12. Termination. 8 (a) This Agreement may be terminated at any time by either Bank or City by 60 calendar days' prior written notice to the other, provided that, so long as City continues to pay the fees and expenses of Bank as set forth herein, Bank agrees to continue acting as issuing and paying agent hereunder until such time as Bank's successor has been selected and has entered into an agreement with City to that effect. Such termination shall not affect the respective liabilities of the parties hereunder arising prior to such termination. (b) If no successor has been appointed within such 60 day period, then Bank shall have the right to petition a court of competent jurisdiction for the appointment of Bank's successor hereunder. Bank shall be reimbursed for any and all reasonable expenses in connection with any such petition and appointment. (c) On the Business Day following the date of termination of this Agreement, Bank shall destroy all Certificated Commercial Paper Notes in Bank's possession and shall transfer to City all funds, if any, then on deposit in the Note Payment Account after deduction and payment to Bank of all reasonable fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Bank in connection with the performance of its duties and the exercise of its rights hereunder. Bank shall promptly notify City of all Certiiicated Commercial Paper Notes so destroyed. 13. Binding Effect; Successors. This Agreement shall be binding upon the respective parties hereto and their heirs, executors, successors or assigns. If Bank consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including this Agreement) to another corporation, Bank shall provide written notice to City of such event prior to its becoming effective, and the successor or transferee corporation without any further act shall be the successor Bank. 14. Liabilitv of Bank. (a) Bank shall not be liable for any act or omission hereunder, except in the case of negligence or willful misconduct as described in Section 15 herein. Bank's duties shall be determined by the express provisions of this Agreement, the Letter of Representations (including the documents referred to therein) and the Ordinance, and Bank shall be responsible for the performance of only such duties and obligations as are specifically set forth herein and therein, and no implied covenants shail be read into any such document against Bank. Bank has no fiduciary or discretionary duties of any kind. (b) Bank shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. Bank shall not be required to ascertain whether any issuance or sale of Commercial Paper Note(s) (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which City is a party (whether or not Bank is a party to such other agreement). (c) In no event shall Bank be liable to City for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to, lost profits) even if Bank has been advised of the likelihood of such damages or penalty and regardless of the form of action. Bank shall not be responsible for delays or failures in performance resulting from acts beyond its direct control, including, without limitation, acts of God, strikes, lockouts, acts of war or terror, epidemics, 9 governmental regulations, fire, communication line failures, computer viruses, insurrections or attacks, power failures, earthquakes or other disasters. (d) Bank shall not be obligated to take any legal action or commence any proceeding in connection with this Agreement, any funds in the Note Payment Fund, prosecute or defend any such legal action or proceeding or to take any other action that Bank determines in its sole judgment, reasonably exercised, may expose it to liability or expense. (e) If, at any time, Bank is unable to determine, to Bank's sole satisfaction, the proper disposition of all or any portion of the Note Payment Account or Bank's proper actions with respect to its obligations hereunder, then Bank may, in its sole discretion, take either or both of the following actions: i. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such uncertainty shall be resolved in good faith satisfaction of Bank; or ii. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to Bank, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it hereunder, after deduction and payment to Bank of all fees and reasonable expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by, Bank in connection with the performance of its duties and the exercise of its rights hereunder. 15. Indemnification of Bank. To the extent permitted by the laws of the State of Texas, City agrees to indemnify and hold the Issuing and Paying Agent, and its directors, officers and employees harmless from and against, and Bank shall not be liable for, any and all claims (whether asserted by City, Dealer, any Commercial Paper Note holder or any other person or entity), losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses of any nature (including, without limitation, attorneys' fees and expenses) arising out of or resulting from the exercise of its rights and/or the performance of its duties hereunder; provided, however, that City shall not be liable to indemnify or pay Bank or any of its officers, employees or agents with respect to any claim, loss, liability, action, suit, judgment, demand, damage, cost or expense to the extent determined by a court of competent jurisdiction to have been directly caused by Bank's negligence or willful misconduct. The foregoing indemnity includes, but is not limited to, (i) any action taken or omitted to be taken by Bank or any of its officers, employees or agents upon written, telecopy, telephonic or other electronically transmitted instructions (authorized herein) received by Bank from, or believed by it in good faith to have been given by, the proper person or persons and (ii) all costs and expenses incurred by Bank and any of its directors, officers, and employees in connection with the enforcement of City's obligations under this Section 15. The provisions of this Section 1S shall survive (i) Bank's resignation or removal hereunder and (ii) the termination of this Agreement. 16. Comnensation of Bank. (a) Fees and Expenses. City agrees to compensate Bank on demand for its services 10 hereunder in accordance with the Schedule of Fees attached hereto as Exhibit E, as such Schedule of Fees may be amended from time to time by written agreement of each party hereto. The obligations of City under this Section 16 shall survive any termination of this Agreement and the resignation or removal of Bank. (b) Securitv and Offset. City hereby grants to Bank a security interest in, lien upon and right of offset against the Note Funds with respect to any compensation or reimbursement due any of them hereunder. If for any reason the Note Funds are insufficient to cover such compensation and reimbursement, City shall promptly pay such amounts to B ank upon receipt of an itemized invoice. All disbursements of funds from the Note Funds shall be subject to the fees and claims of Bank pursuant to this Section. 17. Identifvin� Information. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, Bank requires documentation to verify its formation and existence as a legal entity. Bank may ask to see financial statements, licenses, and identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. The parties acknowledge that a portion of the identifying information set forth herein is being requested by Bank in connection with the USA Patriot Act, Pub.L.107-56 (the "Act"), and each agrees to provide any additional information requested by Bank in connection with the Act or any other legislation or regulation to which Bank is subject, in a timely manner. 18. SPANS Online (a) City and each Authorized Representative may use the U.S. Bank 5ecurities Processing Automated Notes System Online ("SPANS Online") instruction and reporting communication service to transmit instructions to Bank or obtain reports with respect to the Commercial Paper Notes. City may, by separate agreement between City and one or more of its Authorized Persons, authorize the Authorized Person to directly access SPANS Online for the purposes of transmitting instructions to Bank or obtaining reports with respect to the Commercial Paper Notes. City acknowledges that (i) some or all of the services utilized in connection with SPANS Online are furnished by SS&C Technologies, Inc. ("SS&C"), (ii) SPANS Online is provided to City "AS IS" without warranties or representations of any kind whatsoever, and (iii) SPANS Online is proprietary and confidential property disclosed to City in confidence and may be utilized only on the SPANS Online Terms and Conditions as set forth in the SPANS Online website and for purposes set forth in this Agreement. (b) To permit the use of SPANS Online to transmit instructions andlor obtain reports with respect to the Commercial Paper Notes, Bank will supply City with a customer identification number and initial passwords. City may thereafter change its passwords directly through SPANS Online. City will keep all information relating to its identification number and passwords strictly confidential and will be responsible for the maintenance of adequate security over its customer identification number and passwords. Instructions transmitted over 5PANS Online and received by Bank pursuant to this Agreement shall be deemed conclusive evidence that such instructions are correct and complete and that the issuance or redemption of the Commercial Paper Notes directed thereby has been duly authorized by City. 11 19. Notices. (a) All communications to Bank by or on behalf of City or a Dealer, by writing or telephone, which relate to the completion, delivery or payment of any Commercial Paper Note, are to be delivered to Bank via SPANS Online or directed to Commercial Paper Operations at the address or telephone number indicated below or to such other address or telephone number as Bank specifies to City in writing. U.S. Bank National Association 100 Wall Street, 16th Floor New York, NY 10005 Attention: Facsimile No.: Telephone No.: Email address: Commercial Paper Operations (212) 509-4529 (212) 951-8508 mmi.processin�; @usbank.com (b) Notices and other communications hereunder to Bank (other than communications that relate to the completion, delivery or payment of any Commercial Paper Note) or to City are to be directed to the address or telephone number indicated below, or to such other address or telephone number as the party receiving such notice shall have previously specified in writing to the party sending such notice: If to City at: City of Fort Worth, Texas 200 Texas Street, Third Floor Fort Worth, Texas 76102 Attention: Chief Financial Officer/Director of Financial Management Services Telephone: (817) 392-8500 Fax: (817) 392-8966 E-Mail: aaron.bovos@fortworthtexas.gov With a copy to the City Law Department at the same address. If to Bank at: U.S. Bank National Association 100 Wall Street, Suite 1600 New York, NY 10005 Attention: Facsimile No.: Telephone No.: Corporate Trust Administration (212) 509-3384 (212) 951-8561 12 Notices shall be deemed delivered when received at the applicable address specified above. For purposes of this Section 19, "when received" shall mean actual receipt (i) of an electronic communication by facsimile or email transmission or SPAN5 Online; or (ii) of an oral communication by any person answering the telephone at the office of the individual or department specified in or pursuant to this Agreement; or (iii) of a written communication hand-delivered, by national overnight courier service, or by first class, certified or registered mail, return receipt requested, at the office specified in or pursuant to this Agreement. 20. Optional Securitv Procedures. In the event funds transfer instructions, address changes or change in contact information are given (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, Bank is authorized but shall be under no duty to seek confirmation of, such instructions by telephone call-back to an Authorized Representative, and Bank may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Bank and shall be effective only after Bank has a reasonable opportunity to act on such changes. City agrees that Bank may at its option record any telephone calls made pursuant to this Section. Bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by City to identify (a) the beneiiciary, (b) the beneficiary's bank, or (c) an intermediary bank. Bank may apply funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. City acknowledges that these optional security procedures are commercially reasonable. 21. Amendment, Waiver and Assi�nment. None of the terms or conditions of this Agreement may be changed, waived, modified, discharged, terminated or varied in any manner whatsoever unless in writing duly signed by each party to this Agreement. No course of conduct shall constitute a waiver of any of the terms and conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of this Agreement, or of such terms and conditions on any other occasion. Except as provided in Section 13 hereof, this Agreement may not be assigned by any party without the written consent of the other P�Y• 22. Severabilitv. To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 23. No Israel Boycott. Pursuant to Section 2270.002, Texas Government Code, Bank hereby represents that as a"Company", as defined in Section 808.001, Texas Government Code, Bank, or any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of Bank, does not Boycott Israel and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, Bank, as a"Company", as defined in Section 808.001, Texas Government Code, or any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of Bank, agrees not to Boycott Israel during the term of this Agreement. For purposes of this Section, "Boycott Israel" shall have the meaning given such term in Section 2270.002, Texas Government Code. 13 24. Foreign Terrorist Or�anization. For purposes of Subchapter F of Chapter 2252 of the Texas Government Code, that at the time of execution of this Agreement, Bank hereby represents and warrants that as a"Company", as defined in Sections 806.001 and 807.001, Texas Government Code, Bank, or any wholly owned subsidiary, majority-owned subsidiary, parent company or afiiliate of Bank, (i) does not engage in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 805 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, and (ii) is not a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" shall have the meaning given such term in Section 2252.151, Texas Government Code. 25. Governin� Law. This Agreement shall be governed and construed in accordance with laws of the State of Texas; however, the rights, duties and obligations of Bank shall be governed and construed in accordance with the laws of the State of New York applicable to contracts made and performed in the State of New York and, to the extent applicable, operating circulars of the Federal Reserve Bank, federal laws and regulations as amended, New York Clearing House rules and, to the extent not otherwise inconsistent with this Agreement, general commercial bank practices applicable to commercial paper issuance and payment. 26. Entire A�reement, No Third Party Beneficiaries. This Agreement, together with the Letter of Representations, constitutes the entire agreement between the parties relating to Bank's issuing agent, paying agent and depositary duties and obligations to City. Except as provided in Section 15 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 27. Execution in Counterparts, Facsimiles. This Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The delivery of copies of this Agreement as executed by PDF or facsimile transmission shall constitute effective execution and delivery as to the parties and may be used in lieu of originals for all purposes. 28. Dealin�s. Bank and any stockholder, director, officer or employee of Bank may buy, sell, and deal in any of the securities of City, any Dealer or any purchaser of the Commercial Paper Notes and become financially interested in any transaction in which City, any Dealer or any such purchaser may be interested, and contract and lend money to City, any Dealer or any such purchaser and otherwise act as fully and freely as though it were not a depository, issuing or paying agent under this Agreement. Nothing herein shall preclude Bank from acting in any other capacity for City, any Dealer or any such purchaser or for any other person or entity. 29. Tax Reportin�. Bank shall have no responsibility for the tax consequences of this Agreement and City shall consult with independent counsel concerning any and all tax matters. City shall provide IRS Form W-9 or Form W-8. To the extent required by the Internal Revenue Code or regulations promulgated thereunder, Bank shall report the amount of interest paid or the amount treated as interest accrued on the Commercial Paper Notes which is required to be reported by the holders of the Commercial Paper Notes on their returns of federal income tax, or assure that such report is made, to such holders and the Internal Revenue Service. 14 30. WAIVER OF TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. 31. Publicitv. No party will (a) use any other party's proprietary indicia, trademarks, service marks, trade names, logos, symbols, or brand names, or (b) otherwise refer to or identify any other party in advertising, publicity releases, or promotional or marketing publications, or correspondence to third parties without, in each case, securing the prior written consent of such other P�Y• 32. Consent to Jurisdiction and Venue. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the United States Federal courts located in Tarrant County, Texas and waives any objection to such jurisdiction or venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein, and agree to accept service of process to vest personal jurisdiction over them in any of these courts. [Execution Page Follows] 15 IN WITNESS WHEREOF, the parties have caused this Issuing and Paying Agent Agreement to be duly executed and delivered as of the day and year first above written. ATTEST: By: Name: Mary J. Kayser Title: City Secretary CITY OF FORT WORTH TEXA5 By: Name: David Cooke Title: City Manager (SEAL) U.S. BANK NATIONAL ASSOCIATION Authorized Officer's Signature Name: Title: Signature Page — Issuing and Paying Agent Agreement 16 EXHIBIT A Certificate of Authorized Representatives We are the officers and employees of the City of Fort Worth, Texas (the "City") as specified below. We are duly authorized pursuant to the "Ordinance approving and authorizing the issuance by the City of Fort Worth, Texas of its Water and Sewer System Commercial Paper Notes, Callable CP Series, in an aggregate principal amount at any one time outstanding not to exceed $150,000,000 to provide interim financing to pay Project Costs for Eligible Projects and to refund obligations issued in connection with Eligible Projects; approving and authorizing certain authorized officers and employees to act on behalf of the City in the selling and delivery of such Commercial Paper Notes, within the limitations and procedures specified herein; making certain covenants and agreements in connection therewith; resolving other matters incident and related to the issuance, sale, security and delivery of such Commercial Paper Notes, including the appointment of an Issuing and Paying Agent, a Dealer and a Calculation Agent and approval of an Issuing and Paying Agent Agreement, a Dealer Agreement and a Calculation Agent Agreement; approving the use of an Offering Memorandum in connection with the sale from time to time of such Commercial Paper Notes; and providing an effective date" adopted on December 5, 2017 (the "Ordinance") and the Issuing and Paying Agent Agreement dated as of December 1, 2017 between the City and U.S. Bank National Association to act severally as an Authorized Representative (as defined in the Ordinance) in connection with the issuance, from time to time, by the City of commercial paper notes (the "Commercial Paper Notes") in accordance with the Ordinance. The signature of each Authorized Representative is set forth beside their respective names. Authorized Representatives David Cooke Aaron Bovos Jay Rutledge John Samford Alex Laufer Executed this day of Title City Manager Chief Financial Of�cer Treasury Supervisor Assistant Finance Director Debt and Compliance Manager , 2017. Signature Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed above in my presence. (Seal) Given under my hand and seal of office this A-i day of Notary Public 2017. Exhibit B Direction to Redeem U.S. Bank National Association 100 Wall Street, 16th Floor New York, New York 10005 Re: City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series Ladies and Gentlemen: U.S. Bank National Association, as Issuing and Paying Agent for the captioned Notes, is hereby directed to cause City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series, CUSIP Number , in the aggregate principal amount of $ , to be called for redemption on , 20_ [(the "Original Redemption Date")] *, at the price of par plus accrued but unpaid interest to, but excluding, the date of redemption. Dated: J.P. MORGAN SECURITIES LLC, as Dealer Title: cc: Chief Financial Officer/Director of Financial Management Services, City of Fort Worth, Texas *To be included if the redemption is to occur on an Original Redemption Date i: Exhibit C Redemption Notice Re: City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series U.S. Bank National Association, as Issuing and Paying Agent for the captioned Notes, has been directed to give notice that the City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series, CUSIP Number , in the aggregate principal amount of $ , have been called for redemption, in accordance with the terms of the ordinance of the City of Fort Worth, Texas authorizing the issuance of the captioned Notes, on , 20_ [(the "Original Redemption Date")] *, at the price of par plus accrued but unpaid interest to, but excluding, the date of redemption. Dated: *To be included if the redemption is to occur on an Original Redemption Date C-1 Exhibit D Notice of Rescission Re: City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series U.S. Bank National Association, as Issuing and Paying Agent for the captioned Notes, has been directed, in accordance with the terms of the ordinance of the City of Fort Worth, Texas authorizing the issuance of the captioned Notes, to rescind the redemption of City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series, CUSIP Number , in the aggregate principal amount of $ , which was scheduled to occur on , 20_ (the "Original Redemption Date" for such Commercial Paper Notes). Dated: � Exhibit E Fee Schedule E-1 EXHIBIT E FORM OF DEALER AGREEMENT E-1 DEALER AGREEMENT Between THE CITY OF FORT WORTH, TEXAS and J.P. MORGAN SECURITIES LLC Dated as of December 1, 2017 Relating to City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series This Dealer Agreement, dated as of December 1, 2017 (this "Agreement"), is between the CITY OF FORT WORTH, TEXAS (the "City") and J.P. MORGAN SECURITIES LLC (the "Dealer"). For and in consideration of the mutual covenants made herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Background and Definitions. (a) The City has authorized the issuance and reissuance from time-to-time of its tax- exempt commercial paper notes (the "Commercial Paper Notes") in the aggregate principal amount not to exceed $150,000,000 outstanding at any time. (b) The City authorized the issuance of the Commercial Paper Notes pursuant to its "Ordinance approving and authorizing the issuance by the City of Fort Worth, Texas of its Water and Sewer System Commercial Paper Notes, Callable CP Series, in an aggregate principal amount at any one time outstanding not to exceed $150,000,000 to provide interim financing to pay Project Costs for Eligible Projects and to refund obligations issued in connection with Eligible Projects; approving and authorizing certain authorized officers and employees to act on behalf of the City in the selling and delivery of such Commercial Paper Notes, within the limitations and procedures specified herein; making certain covenants and agreements in connection therewith; resolving other matters incident and related to the issuance, sale, security and delivery of such Commercial Paper Notes, including the appointment of an Issuing and Paying Agent and a Dealer and approval of an Issuing and Paying Agent Agreement and a Dealer Agreement; approving the use of an Offering Memorandum in connection with the sale from time to time of such Commercial Paper Notes; and providing an effective date", adopted on December 5, 2017 (the "Ordinance"). (c) The Ordinance provides for the appointment of commercial paper dealers to perform certain duties, including the offering and sale from time-to-time of the Commercial Paper Notes on behalf of the City. (d) The Dealer has agreed to accept the duties and responsibilities under this Agreement with respect to the Commercial Paper Notes under the Ordinance and this Agreement. (e) Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Ordinance or in the Issuing and Paying Agent Agreement between the City and U.S. Bank National Association, dated as of December l, 2017 (the "Issuing and Paying Agent Agreement"). For purposes of this Agreement, the term "Business Day" shall have the meaning given said term in the Issuing and Paying Agent Agreement. ( fl All references to time in this Agreement shall refer to prevailing time in New York, New York. Section 2. Appointment of Dealer. (a) Subject to the terms and conditions contained herein, the City hereby appoints J.P. Morgan Securities LLC as the Dealer for the Commercial Paper Notes, and J.P. Morgan Securities LLC hereby accepts such appointment. (b) The Dealer shall act as non-exclusive Dealer with respect to the Commercial Paper Notes. The Dealer acknowledges that the City may enter into agreements with other dealers in connection with the offering and sale of the Commercial Paper Notes on behalf of the City as set forth in the Ordinance. The City will promptly notify the Dealer if the City enters into any such agreement, or later terminates any such agreement. Section 3. Responsibilities of Dealer. (a) Subject to the terms and conditions set forth in this Agreement, the Dealer agrees to perform the duties and responsibilities of the Dealer set forth in this Agreement. It is understood that in undertaking to perform such duties, and in the performance thereof, it is the intention of the parties that the Dealer will act solely as an agent and not as a principal, except as expressly provided in this Agreement. The Dealer shall use its commercially reasonable efforts to solicit and arrange sales of the Commercial Paper Notes on behalf of the City at such rates and maturities as may prevail from time to time in the market. The Dealer and the City agree that any Commercial Paper Notes which the Dealer may arrange the sale of or which, in the Dealer's sole discretion, it may elect to purchase, will be purchased or sold on the terms and conditions and in the manner provided in the Ordinance, the Issuing and Paying Agent Agreement and this Agreement. Anything herein to the contrary notwithstanding, to the extent of any conflict between the provisions hereof and of the Ordinance or the Issuing and Paying Agent Agreement, the provisions of the Ordinance and the Issuing and Paying Agent Agreement shall be controlling. (b) Notwithstanding anything to the contrary contained herein, the Dealer: (i) will suspend its efforts with respect to the offer or sale of the Commercial Paper Notes on behalf of the City upon the receipt of notice of the occurrence of an Event of Default under the Commercial Paper Notes, the Ordinance, or the Issuing and Paying Agent Agreement; and (ii) may, in its sole discretion which shall not be unreasonable or arbitrarily exercised, suspend its efforts with respect to the offer or sale of the Commercial Paper Notes on behalf of the City immediately upon the occurrence of any of the following events, which suspension may continue so long as such event continues to exist as to the Commercial Paper Notes (the Dealer agrees to give notice to the City of its suspension of efforts promptly after such suspension occurs): (1) suspension or material limitation in trading in securities generally on the New York Stock Exchange; 2 (2) a general maratorium on commercial banking or securities settlement or clearance services in New York is declared by either federal or New York State authorities; (3) the engagement by the United States in hostilities if the effect of such engagement, in the Dealer's reasonable judgment, makes it impractical or inadvisable to proceed with the solicitation of offers to purchase the Commercial Paper Notes; (4) legislation shall be introduced by committee, by amendment or otherwise, or be enacted by, the House of Representatives or the Senate of the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the United States Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the offering or sale of obligations of the general character of the Commercial Paper Notes, as contemplated hereby, is or would be in violation of any provision of the Securities Act of 1933, as amended and then in effect, or the Securities Exchange Act of 1934, as amended and then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of obligations of the general character of the Commercial Paper Notes or the Commercial Paper Notes transactions, as contemplated hereby; (5) any event shall occur or information shall become known, which makes untrue, incorrect or misleading in any material respect any statement or information contained in any disclosure documents provided to the Dealer by the City in connection with the performance of the Dealer's duties hereunder, whether provided pursuant to Section 8 hereof or otherwise, or causes such documents to contain an untrue, incorrect or misleading statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (6) any governmental authority shall impose, as to the Commercial Paper Notes, or obligations of the general character of the Commercial Paper Notes, any material restrictions not now in force, or increase materially those now in force; (7) any of the representations and warranties of the City made in this Agreement shall not have been true and correct on the date made; (8) the City fails to observe any of the covenants or agreements made in this Agreement or if the Ordinance or the Issuing and Paying Agent Agreement is no longer in full force and effect; 3 (9) any of the rating agencies then rating the Commercial Paper Notes shall either (i) downgrade the short-term ratings assigned to the Commercial Paper Notes or (ii) suspend or withdraw the then current ratings assigned to the Commercial Paper Notes; (10) an actual or imminent default or a moratorium in respect of payment of any U.S. Treasury bills, bonds or notes occurs, the effect of which, in the Dealer's reasonable judgment, makes it impractical to market the Commercial Paper Notes or to enforce contracts for the sale of the Commercial Paper Notes; (11) trading of any securities of the City shall have been suspended on any exchange or in any over-the-counter market; (12) any material adverse change in the financial markets generally that, in the reasonable judgment of the Dealer, makes it impracticable or inadvisable to proceed with the offering or sale of the Commercial Paper Notes; or (13) (i) legislation shall have been enacted by the Congress of the United States (the "Congress"), introduced in the Congress or recommended to the Congress for passage by the President of the United States or the United States Department of the Treasury (the "Treasury Department") or the Internal Revenue Service or any member of the Congress or favorably reported for passage to either House of Congress by any Committee of such House to which such legislation has been referred for consideration or passed by either House of Congress, (ii) a decision shall have been rendered by a court of the United States or the United States Tax Court, or (iii) an order, ruling or communication (including a press release) shall have been issued by the Treasury Department or other agency with competent jurisdiction, in each case with respect to federal taxation upon revenues or other income derived by the City or any similar body, or upon interest received on obligations of the general character of the Commercial Paper Notes or the Commercial Paper Notes transactions, that in the reasonable judgment of the Dealer materially adversely affects the market for the Commercial Paper Note. Section 4. Transactions in Commercial Paper Notes. All transactions in Commercial Paper Notes between the Dealer and the City shall be in accordance with the Ordinance, the Issuing and Paying Agent Agreement, this Agreement and with the customs and practices in the commercial paper market regarding settlement and delivery formally adopted in writing from time to time by the New York Clearinghouse, to the extent not inconsistent with the Ordinance. As early as possible, but not later than 12:30 p.m. on the day on which any Commercial Paper Note is to be issued, the Dealer shall notify the City of the proposed final maturities, Original Redemption Dates, prices and interest rates (which interest rates shall not exceed the Maximum Interest Rate as defined in the Ordinance) at which the Dealer will purchase or cause the purchase of the Commercial Paper Notes, and provide the City with any other information as � required for delivery of such Commercial Paper Notes. Except as described below, the Dealer shall not be obligated to purchase or cause the purchase of any Commercial Paper Notes unless and until agreement has been reached in each case on the foregoing points and the Dealer has agreed to such purchase. Not later than 2:30 p.m. on the date of each transaction the Dealer shall either (a) confirm each transaction made with or arranged by it or (b) notify the City and the Issuing and Paying Agent of the difference, if any, between the principal amount of maturing Commercial Paper Notes and the principal amount of Commercial Paper Notes which the Dealer has arranged to sell or has agreed to purchase. Such confirmation or notification shall be given by telephone (or by other telecommunications medium acceptable to the City) and in writing to the City and the Issuing and Paying Agent pursuant to the requirements of Section 14(a) hereof. It is anticipated that Commercial Paper Notes will be sold in a manner that there shall be an Original Redemption Date specified in each Commercial Paper Note. Unless otherwise directed by the City, acting through an Authorized Representative, the Dealer shall deliver to the Issuing and Paying Agent a written notice to redeem Commercial Paper Notes at least two (2) Business Days prior to their stated Original Redemption Date. If a notice of redemption is delivered by the Dealer and the Commercial Paper Notes are not to be redeemed on their Original Redemption Date, the Dealer, acting at the direction of the City, shall deliver to the Issuing and Paying Agent a Direction to Rescind by no later than 1:00 p.m. on the Business Day prior to their Original Redemption Date. If the Dealer is unable to issue Notes to redeem the Commercial Paper Notes subject to a redemption and the City has not responded to the request of the Dealer to deliver a Direction to Rescind within four business hours of such request, the City shall deemed to have directed the Dealer to deliver such Direction to Rescind. If the Dealer, acting at the direction of the City, delivers a Direction to Rescind and the redemption of any Commercial Paper Notes has been rescinded, then such Commercial Paper Notes may be redeemed on any Business Day after their Original Redemption Date, at the option of the City, at a redemption price equal to par (100%), plus accrued and unpaid interest to, but excluding, the redemption date. In connection with the delivery of any notice to redeem Commercial Paper Notes, unless notified otherwise by the City, the Dealer is hereby directed to use commercially reasonable efforts to sell new Commercial Paper Notes, the proceeds of which will be used to pay the principal portion of the redemption price of the existing Commercial Paper Notes proposed to be redeemed. Section 5. Payment for Commercial Paper Notes. The Dealer shall pay for the Commercial Paper Notes sold by the Dealer (or purchased by the Dealer for its own account) in immediately available funds by 2:00 p.m. on the Business Day such Commercial Paper Notes are delivered to the Dealer (provided that such Commercial Paper Notes are so delivered to the Dealer by 12:30 p.m. on such Business Day). All Commercial Paper Notes will be sold at par, and the Commercial Paper Notes will be evidenced either by (i) a global master commercial paper note immobilized with DTC or (ii) commercial paper notes in the form attached to the Ordinance. Section 6. Authorized Representatives. Commercial Paper Note transactions with the City, pursuant to Section 4 hereof, shall be with any one of the officers or employees of the City who are designated as Authorized Representatives by certificate signed by the Authorized Representative. The initial written designation of the Authorized Representatives is appended hereto as Appendix A. By approving this Agreement, the City Council approves the designation of the individuals named in Appendix A to act as Authorized Representatives for all purposes under the Ordinance. The City agrees to provide the Dealer with revised written designations in the form of Appendix A when and as required by changes in the Authorized Representatives. The Dealer may rely upon such designation uniess and until otherwise notified in writing by the City. Section 7. Resignation of Dealer. The Dealer may at any time resign and be discharged of its duties and obligations hereunder upon providing the City and the Issuing and Paying Agent with ninety (90) days' prior written notice or, if earlier, on the date that a replacement Dealer has been appointed by the City if the City in its sole discretion elects to appoint a replacement Dealer. The Dealer shall assign and deliver this Agreement to its successor if requested by the City. Section S. Furnishing of Disclosure Materials. (a) Prior to the first issuance of Commercial Paper Notes under the Ordinance, the City agrees to furnish the Dealer with as many copies as the Dealer may reasonably request of the offering memorandum of the City relating the Commercial Paper Notes (the "Offering Memorandum"), and such other information with respect to the City and the Commercial Paper Notes as the Dealer may reasonably request from time to time. (b) The City agrees to prepare (and the Dealer agrees to cooperate in the City's preparation o� from time-to-time a new Offering Memorandum of the City for the Commercial Paper Notes in the event the Dealer determines that the preparation and distribution of such Offering Memorandum is necessary or desirable in connection with offering and sale on behalf of the City of the Commercial Paper Notes, and to furnish or to cause to be furnished to the Dealer as many copies of such new Offering Memorandum as the Dealer may reasonably request. (c) If, at any time during the term of this Agreement, any event shall occur or facts become known to either party that might affect the correctness or completeness of any statement of a material fact contained in the then current Offering Memorandum, such party shall promptly notify the other in writing of the circumstances and details of such event. The City agrees to promptly furnish to the Dealer a copy of each filing or notice made to anyone (whether in connection with the Commercial Paper Notes or otherwise) pursuant to any undertaking or other agreement of the City with respect to the System made under any provision of Rule 15c2-12 promulgated by the United States Securities and Exchange Commission. Section 9. Indemnification and Contribution. To the extent permitted by Texas law, the City agrees to indemnify the Dealer and to hold the Dealer harmless against any loss, damage, claim, liability or expense (including reasonable cost of defense) arising out of, or based upon, any allegation that any of the information provided by the City to the Dealer pursuant to this Agreement includes any untrue statement of a material fact or omits to state any material fact 0 necessary in order to make the statements therein not misleading in light of circumstances under which they were made. Section 10. Fees and Expenses. In addition to any fees paid by the City in connection with the creation of the commercial paper program pursuant to which the Commercial Paper Notes shall be issued, as compensation to the Dealer hereunder, the City agrees to pay to the Dealer during each calendar year a fee equal to 0.10% times the principal amount of the Commercial Paper Notes Outstanding, times the number of days such Commercial Paper Notes are Outstanding, divided by 365 or 366 (as appropriate), payable quarterly (for quarters ending March 31, June 30, September 30 and December 31, commencing with the quarter ending September 30, 2017) in arrears on the first day of each January, April, July and October. Section 11. Representations, Warranties, Covenants and Agreements of the City. The City, by its acceptance hereof, represents, warrants, covenants, and agrees with the Dealer that: (a) it is a home-rule municipality created and functioning under the Constitution and laws of the State of Texas; (b) it has full power and authority to take all actions required or permitted to be taken by the City by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement and any other instrument or agreement relating thereto to which the City is a party; (c) it has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date to authorize (i) the execution, delivery and performance of this Agreement, the Ordinance and any other instrument or agreement to which the City is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents; and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated by the foregoing agreements and by the current Offering Memorandum; (d) it will provide the Dealer at its address set forth below, within 190 days of the end of each fiscal year, a link to the City's consolidated audited financial report posted on the City's website promptly after each fiscal year's consolidated audited financial report is accepted by the City, as further described in Section 4.15 of the Ordinance; (e) it will promptly notify the Dealer by electronic means, if possible, and, if not possible, by other communication made in writing, of any material adverse changes that may affect the offering and sale on behalf of the City of the Commercial Paper Notes or any fact or circumstance which may constitute, or with the passage of time will constitute, an Event of Default under the Commercial Paper Notes, the Ordinance or the Issuing and Paying Agent Agreement; (� Offering Memoranda and supplements, amendments and updates to any thereof, furnished by the City and used by the Dealer (including amendments, supplements and replacements thereo�, until such time as they shall have been subsequently amended, updated or replaced, shall not contain any untrue, incorrect or misleading statement of a material fact or 7 omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (g) it will provide to the Dealer within two (2) Business Days of the execution of any credit or liquidity facility agreement related to the Commercial Paper Notes or amendment thereto including any extension of any such facility, a copy of such executed agreement or amendment; (h) the Commercial Paper Notes are not required to be registered under the Securities Act of 1933, as amended, and no inc�enture in respect of the Commercial Paper Notes is required to be qualified under the Trust Indenture Act of 1939, as amended; (i) no consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the United States Securities and Exchange Commission, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Commercial Paper Notes ar the Issuing and Paying Agent Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Commercial Paper Notes; and (j) each issuance of Commercial Paper Notes by the City hereunder (including each "rollover" of the Commercial Paper Notes) shall be deemed a representation and warranty by the City to the Dealer, as of the date thereof, that, after giving effect to such issuance, (i) the representations and warranties given by the City set forth above in this Section 11 remain true and correct on and as of such date as if made on and as of such date, (ii) the Commercial Paper Notes being issued on such date have been duly authorized and when issued as provided in the Issuing and Paying Agent Agreement and the Ordinance will constitute legal, valid and binding obligations of the City, enforceable against the City in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (iii) since the date of the then current Offering Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the City that has not been disclosed to the Dealer in writing and (iv) the City is not in default of any of its obligations hereunder, under the Commercial Paper Notes, the Issuing and Paying Agent Agreement or the Ordinance. Section 12. Term of Agreement. This Agreement shall become effective on the date hereof and shall continue in full force and effect. until the Maximum Maturity Date, as defined in the Ordinance, subject to the right of suspension and termination as provided herein. This Agreement may be terminated by either party upon ninety (90) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Dealer has been appointed by the City and such appointment has been accepted by such successor, and (b) notice has been given to the Holders of the Commercial Paper Notes, the Issuing and Paying Agent and any rating agency then issuing a rating on the Commercial Paper Notes of the appointment of the successor Dealer. If the ninety (90) day notice period expires and no successor has been appointed, the Dealer, at the expense of the City, has the right to petition a court of competent jurisdiction to appoint a successor under this Agreement. Further, the Dealer and the City agree that the effective date of an early termination of this Agreement : shall not occur at any time that would disrupt, delay or otherwise adversely affect the payment of the Commercial Paper Notes. The foregoing notwithstanding, the Dealer may be removed at any time, at the direction of the City, upon seven (7) days' prior written notice to the Dealer and the Issuing and Paying Agent, subject to the requirement that a successor Dealer be appointed by the City promptly after removing the Dealer. Section 13. Dealing in Commercial Paper Notes by the Dealer; No Obligation to Purchase Commercial Paper Notes. (a) The Dealer, in its individual capacity, may in good faith buy, sell, own, hold and deal in any of the Commercial Paper Notes, including, without limitation, any Commercial Paper Notes offered and sold by the Dealer pursuant to this Agreement, and may join in any action which any Holder may be entitled to take with like effect as if it did not act in any capacity hereunder. The Dealer, in its individual capacity, either as principal or agent, may also engage in or be interested in any financial or other transaction with the City and may act as depositary, account party, or agent for any committee or body of owners of the Commercial Paper Notes or other obligations of the City as freely as if it did not act in any capacity hereunder. (b) Nothing in this Agreement shall be deemed to constitute the Dealer an underwriter of the Commercial Paper Notes or to obligate the Dealer to purchase any Commercial Paper Notes for its own account at any time. Section 14. Miscellaneous. (a) Except as otherwise specifically provided in this Agreement, all notices, demands and formal actions under this Agreement shall be in writing and either (i) hand-delivered, (ii) sent by electronic means, or (iii) mailed by registered or certified mail, return receipt requested, postage prepaid, to: The Dealer: J.P. Morgan Securities LLC 383 Madison Avenue, 8th Floor New York, New York 10179 Attention: Peter McCarthy Telephone: (212) 834-7224 Fax: (917) 456-3541 E-Mail: peter.mccarthy@jpmorgan.com The City: City of Fort Worth, Texas 200 Texas Avenue, Third Floor Fort Worth, Texas 76102 Attention: Chief Financial Officer Telephone: (817) 392-8500 Fax: (817) 392-8966 E-Mail: aaron.bovos@fortworthtexas.gov E The Issuing and Paying Agent: U.S. Bank Nationai Association 100 Wall Street, Suite 1600 New York, New York 10005 Attention: Corporate Trust Services Telephone: (212) 951-8512 Fax: (212) 361-6153 E-Mail: mmi.processing@usbank.com Each party hereto may, by notice given under this Agreement to the other parties described above, designate other addresses to which subsequent notices, requests, reports or other communications shall be directed. (b) This Agreement shall inure to the benefit of and be binding only upon the parties hereto and their respective successors and assigns. The terms "successors" and "assigns" shall not include any purchaser of any of the Commercial Paper Notes merely because of such purchase. No owner of the Commercial Paper Notes or other third party shall, by reason of such ownership, have any rights or privileges hereunder. (c) All of the representations and warranties of the City and the Dealer in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the Dealer or the City, (ii) the offering and sale of and any payment for any Commercial Paper Notes hereunder, or (iii) suspension, termination or cancellation of this Agreement. (d) This Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered hereby, and supersedes all prior agreements and understandings between the parties. (e) This Agreement and each provision hereof may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the parties hereto. (e) Nothing herein shall be construed to make any party an employee of the other or to establish any fiduciary relationship between the parties except as expressly provided herein. ( fl If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever. (g) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas except that the duties and obligations of the Dealer shall be governed by the laws of the State of New York. Each party hereto irrevocably waives, if and to the extent permitted by applicable law, any and all right to a trial by jury in any action, suit or legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. 10 (h) This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Section 15. Relationship of Parties. The City acknowledges and agrees that (i) the offer and sale of the Commercial Paper Notes pursuant to this Agreement is an arm's length commercial transaction between the City and the Dealer, (ii) in connection with such transaction, the Dealer is acting solely as a principal and not as a fiduciary of or financial advisor to the City, (iii) the Dealer is not acting as a Municipal Advisor (as defined in Section 17B of the Securities Exchange Act of 1934, as amended), (iv) the Dealer has not assumed a fiduciary responsibility in favor of the City with respect to the offer or sale of the Commercial Paper Notes or the process leading thereto (whether the Dealer, or any affiliate of the Dealer, has advised or is currently advising the City on other matters) or any other obligation to the City except the obligations expressly set forth in this Agreement, (v) the Dealer has financial and other interests that differ from those of the City, (vi) the City has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the offer and sale of the Commercial Paper Notes and (vii) the only obligations the Dealer has to the City with respect to the transactions contemplated hereby are expressly set forth in this Agreement. The City further acknowledges that the Dealer may not be able to perform some of the services the City may request of the Dealer from time to time in connection with the Dealer's engagement as a dealer of the Commercial Paper Notes to the extent that such services would cause the Dealer to be considered a"municipal advisor" under SEC Rel. No. 34-70462 (Sept. 20, 2013) implementing Section 975 of the Dodd Frank Wall Street Reform and Consumer Protection Act. Section 16. No Israel Boycott. To the extent this Agreement constitutes an agreement for the provision of goods and services, pursuant to Section 2270.002, Texas Government Code, the Dealer hereby represents that as a"Company", as de�ned in Section 808.001, Texas Government Code, the Dealer, or any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Dealer, does not Boycott Israel and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, the Dealer, as a"Company", as defined in Section 808.001, Texas Government Code, or any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Dealer, agrees not to Boycott Israel during the term of this Agreement. For purposes of this Section, "Boycott Israel" shall have the meaning given such term in Section 2270.001, Texas Government Code. [Remainder of page intentionally left blank. Signature page follows.] 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ATTEST: : Name: Mary J. Kayser Title: City Secretary CITY OF FORT WORTH, TEXAS : Name: David Cooke Title: City Manager (5EAL) J.P. MORGAN SECURITIES LLC : Name: Title: Signature page Callable CP Commercial Paper Dealer Agreement IZ APPENDIX A CERTIFICATE OF AUTHORIZED REPRESENTATIVES We are the officers acting on behalf of the City of Fort Worth, Texas (the "City") as specified below. We are duly authorized pursuant to the "Ordinance approving and authorizing the issuance by the City of Fort Worth, Texas of its Water and Sewer System Commercial Paper Notes, Callable CP Series, in an aggregate principal amount at any one time outstanding not to exceed $150,000,000 to provide interim financing to pay Project Costs for Eligible Projects and to refund obligations issued in connection with Eligible Projects; approving and authorizing certain authorized officers and employees to act on behalf of the City in the selling and delivery of such Commercial Paper Notes, within the limitations and procedures specified herein; making certain covenants and agreements in connection therewith; resolving other matters incident and related to the issuance, sale, security and delivery of such Commercial Paper Notes, including the appointment of an Issuing and Paying Agent and a Dealer and approval of an Issuing and Paying Agent Agreement and a Dealer Agreement; approving the use of an Offering Memorandum in connection with the sale from time to time of such Commercial Paper Notes; and providing an effective date" adopted on December 5, 2017 (the "Ordinance") to act severally as an Authorized Representative (as defined in the Ordinance) in connection with the issuance, from time to time, by the City of commercial paper notes (the "Commercial Paper Notes") in accordance with the Ordinance. The specimen signature of each Authorized Representative is set forth beside their respective names. Authorized Representatives Aaron Bovos Jay Rutledge John Samford Executed this Title Chief Financial Officer Treasury Supervisor Assistant Finance Director day of , 2017. A-1 �ecimen Signature Before me, on this day personally appeared the foregoing individuals, known to me to be the officers whose true and genuine signatures were subscribed above in my presence. Given under my hand and seal of office this day of , 2017. (Notary Seal) A-2 Notary Public EXHIBIT F FORM OF CALCULATION AGENT AGREEMENT F-1 CALCULATION AGENT AGREEMENT Between TFIE CITY OF FORT WORTH, TEXAS and I3ILLTOP SECURITIES INC. Dated as of December l, 2017 Relating to City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Callable CP Series This Calculation Agent Agreement, dated as of December 1, 2017 (this "Agreement"), is between the CITY OF FORT WORTH, TEXAS (the °City") and HILLTOP SECURTI'IES INC. (the "Calculation Agent"). For and in consideration of the mutual covenants made herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Background and Definitions. (a) The City has authorized the issuance and reissuance from time-to-time of its tax- exempt commercial paper notes (the "Commercial Paper Notes") in the aggregate principal amount not to exceed $150,000,000 outstanding at any time. (b) The City authorized the issuance of the Commercial Paper Notes pursuant to its "Ordinance approving and authorizing the issuance by the City of Fort Worth, Texas of its Water and Sewer System Commercial Paper Notes, Callable CP Series, in an aggregate principal amount at any one time outstanding not to exceed $150,000,000 to provide interim financing to pay Project Costs for Eligible Projects and to refund obligations issued in connection with Eligible Projects; approving and authorizing certain authorized officers and employees to act on behalf of the City in the selling and delivery of such Commercial Paper Notes, within the limitations and procedures specified herein; making certain covenants and agreements in connection therewith; resolving other matters incident and related to the issuance, sale, security and delivery of such Commercial Paper Notes, including the appointment of an Issuing and Paying Agent, a Dealer and a Calculation Agent and approval of an Issuing and Paying Agent Agreement, a Dealer Agreement and a Calculation Agent Agreement; approving the use of an Offering Memorandum in connection with the sale from time to time of such Commercial Paper Notes; and providing an effective date", adopted on December 5, 2017 (the "Ordinance"). (c) The Ordinance provides for the appointment of a calculation agent to perform certain duties, including the determination of interest rates of the Commercial Paper Notes on behalf of the City in the manner described in the Ordinance. (d) The Calculation Agent has agreed to accept the duties and responsibilities of calculation agent as described in the Ordinance and this Agreement. Section 2. Appointment of Calculation Agent. (a) Subject to the terms and conditions contained herein, the City hereby appoints Hilltop Securities Inc. as the Calculation Agent for the Commercial Paper Notes, and Hilitop Securities Inc. hereby accepts such appointment. (b) The Calculation Agent shall act as calculation agent solely with respect to the Commercial Paper Notes issued in accordance with the terms of the Ordinance. Section 3. Responsibilities of Calculation Agent. Subject to the terms and conditions set forth in this Agreement, the Calculation Agent agrees to perform the duties and responsibilities of the Calculation Agent set forth in this Agreement and the Ordinance, specifically, but not by way of limitation, the duties and responsibilities described in Sections 2.03 and 2.04 of the Ordinance. It is understood that in undertaking to perform such duties, and in the performance thereof, it is the intention of the parties that the Calculation Agent will act solely as an agent and not as a principal. Section 4. Resignation of Agent. The Calculation Agent may at any time resign and be discharged of its duties and obligations hereunder upon providing the City and the Issuing and Paying Agent with ninety (90) days' prior written notice or, if earlier, on the date that a replacement Calculation Agent has been appointed by the City if the City in its sole discretion elects to appoint a replacement Calculation Agent. The Calculation Agent shall assign and deliver this Agreement to its successor if requested by the City. Section 5. Indemni�cation and Contribution. To the extent permitted by Texas law, the City agrees to indemnify the Calculation Agent and to hold the Calculation Agent harmless against any loss, damage, claim, liability or expense (including reasonable cost of defense) arising out of, or based upon, any allegation that any of the information provided by the City to the Calculation Agent pursuant to this Agreement includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading in light of circumstances under which they were made. Section 6. Fees and Expenses. The City agrees to pay to the Calculation Agent during each fiscal year in which Commercial Paper Notes are outstanding a fee equal to $5,000; provided, that such fee shall not be payable until such time as Commercial Paper Notes are first issued by the City in a fiscal year. The fee shall be payable within thirty (30) days of the first issuance of Commercial Paper Notes in a fiscal year. 5ection 7. Representations, Warranties, Covenants and Agreements of the City. The City, by its acceptance hereof, represents, warrants, covenants, and agrees with the Calculation Agent that: (a) it is a home-rule municipality created and functioning under the Constitution and laws of the State of Texas; (b) it has full power and authority to take all actions required or permitted to be taken by the City by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement and any other instrument or agreement relating thereto to which the City is a party; (c) it has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date to authorize (i) the execution, delivery and performance of this Agreement, the Ordinance and any other instrument or agreement to which the City is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents; and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated by the foregoing agreements; and (d) each issuance of Commercial Paper Notes by the City hereunder (including each "rollover" of the Commercial Paper Notes) shall be deemed a representation and warranty by the City to the Calculation Agent, as of the date thereof, that, after giving effect to such issuance, (i) the representations and warranties given by the City set forth above in this Section 7 remain true 2 and correct on and as of such date as if made on and as of such date, (ii) the Commercial Paper Notes being issued on such date have been duly authorized and when issued as provided in the Issuing and Paying Agent Agreement and the Ordinance will constitute legal, valid and binding obligations of the City, enforceable against the City in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (iii) since the date of the then current Offering Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the City that has not been disclosed to the Calculation Agent in writing and (iv) the City is not in default of any of its obligations hereunder, under the Commercial Paper Notes, the Issuing and Paying Agent Agreement or the Ordinance. Section 8. Term of Agreement. This Agreement shall become effective on the date hereof and shall continue in full force and effect until the Maximum Maturity Date, as defined in the Ordinance, subject to the right of suspension and termination as provided herein. This Agreement may be terminated by either party upon ninety (90) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Calculation Agent has been appointed by the City and such appointment has been accepted by such successor, and (b) notice has been given to the Holders of the Commercial Paper Notes, the Issuing and Paying Agent and any rating agency then issuing a rating on the Commercial Paper Notes of the appointment of the successor Calculation Agent. If the ninety (90) day notice period expires and no successor has been appointed, the Calculation Agent, at the expense of the City, has the right to petition a court of competent jurisdiction to appoint a successor under this Agreement. Further, the Calculation Agent and the City agree that the effective date of an early termination of this Agreement shall not occur at any time that would disrupt, delay or otherwise adversely affect the payment of the Commercial Paper Notes. The foregoing notwithstanding, the Calculation Agent may be removed at any time, at the direction of the City, upon seven (7) days' prior written notice to the Calculation Agent and the Issuing and Paying Agent, subject to the requirement that a successor Calculation Agent be appointed by the City promptly after removing the Calculation Agent. Section 9. Miscellaneous. (a) Except as otherwise speci�cally provided in this Agreement, all notices, demands and formal actions under this Agreement shall be in writing and either (i) hand-delivered, (ii) sent by electronic means, or (iii) mailed by registered or certified mail, return receipt requested, postage prepaid, to: The Calculation Agent: Hilitop Securities Inc. 1201 Elm Street, Suite 3500 Dallas, Texas 75270 Attention: Richard Konkel Telephone: (214) 953-4020 Fax: (214) 954-4339 E-Mail: Richard.Konkel@hilltopsecurities.com The City: City of Fort Worth, Texas 200 Texas Avenue, Third Floor Fort Worth, Texas 76102 Attention: Chief Financial Officer Telephone: (817) 392-8500 Fax: (817) 392-8966 E-Mail: aaron.bovos@fortworthtexas.gov The Issuing and Paying Agent: U.S. Bank National Association 100 Wall Street, Suite 1600 New York, New York 10005 Attention: Corporate Trust Services Telephone: (212) 951-8512 Fax: (212) 361-6153 E-Mail: mmi.processing@usbank.com Each party hereto may, by notice given under this Agreement to the other parties described above, designate other addresses to which subsequent notices, requests, reports or other communications shall be directed. (b) This Agreement shall inure to the benefit of and be binding only upon the parties hereto and their respective successors and assigns. The terms "successors" and "assigns" shall not include any purchaser of any of the Commercial Paper Notes merely because of such purchase. No owner of the Commercial Paper Notes or other third party shall, by reason of such ownership, have any rights or privileges hereunder. (c) All of the representations and warranties of the City and the Calculation Agent in this Agreement shall remain operative and in full force and effect, regardless of the suspension, termination or cancellation of this Agreement.. (d) This Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered hereby, and supersedes all prior agreements and understandings between the parties. (e) This Agreement and each provision hereof may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the parties hereto. (e) Nothing herein shall be construed to make any party an employee of the other or to establish any fiduciary relationship between the parties except as expressly provided herein. ( fl If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever. � (g) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. (h) This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Section 10. Relationship of Parties. The City acknowledges and agrees that (i) the negotiation of this Agreement is the result of an arm's length commercial transaction between the City and the Calculation Agent, (ii) in connection with the performance of its duties under this Agreement, the Calculation Agent is acting solely as a principal and not as a fiduciary of or financial advisor to the City, (iii) the Calculation Agent is not acting as a Municipal Advisor (as defined in Section 17B of the Securities Exchange Act of 1934, as amended), (iv) the Calculation Agent has not assumed a fiduciary responsibility in favor of the City with respect to the offer or sale of the Commercial Paper Notes or the process leading thereto (whether the Calculation Agent, or any affiliate of the Calculation Agent, has advised ar is currently advising the City on other matters) or any other obligation to the City except the obligations expressly set forth in this Agreement, (v) the Calculation Agent has financial and other interests that differ from those of the City, (vi) the City has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the offer and sale of the Commercial Paper Notes and (vii) the only obligations the Calculation Agent has to the City with respect to the transactions contemplated hereby are expressly set forth in this Agreement and the Ordinance. Section 11. No Israel Boycott. To the extent this Agreement constitutes an agreement for the provision of goods and services, pursuant to Section 2270.002, Texas Government Code, the Calculation Agent hereby represents that as a"Company", as defined in Section 808.001, Texas Government Code, the Calculation Agent, or any wholly owned subsidiary, majority- owned subsidiary, parent company or affiliate of the Calculation Agent, does not Boycott Israel and, subject to or as otherwise required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, the Calculation Agent, as a"Company", as defined in Section 808.001, Texas Government Code, or any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Calculation Agent, agrees not to Boycott Israel during the term of this Agreement. For purposes of this Section, "Boycott Israel" shall have the meaning given such term in Section 2270.001, Texas Government Code. Section 12. Foreign Terrorist Organization. For purposes of Subchapter F of Chapter 2252 of the Texas Government Code, that at the time of execution of this Agreement, the Calculation Agent hereby represents and warrants that as a"Company", as deiined in Sections 806.001 and 807.001, Texas Government Code, the Calculation Agent, or any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Calculation Agent, (i) does not engage in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 805 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, and (ii) is not a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" shall have the meaning given such term in Section 2252.151, Texas Government Code. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ATTEST: I� Name: Mary J. Kayser Title: City Secretary CITY OF FORT WORTH, TEXAS : Name: David Cooke Title: City Manager (SEAL) HILLTOP SECURITIES INC. : Name: Title: Signature page Calculation AgentAgreement THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON CITY OF FORT WORTH I, Mary J. Kayser, City Secretary of the City of Fort Worth, in the State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open, public meeting of the City Council of the City of Fort Worth, Texas held on December 5, 2017, and of the ordinance authorizing the issuance of Water and Sewer System Commercial Paper Notes, Callable CP Series, which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said ordinance. Said meeting was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. In testimony wh�reof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this +"��i 11ay of December, 2017. �__.� , / C�� � �';�� � ; City Secretiary of th - � City of Fort Worth, Texas City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/5/2017 - Ordinance Nos. 23028-12-2017, 23029-12- 2017, & 23030-12-2017 DATE: Tuesday, December 5, 2017 REFERENCE NO.: C-28496 LOG NAME: 13WATER LIQUIDITY - COMMERCIAL PAPER PROGRAM SUBJECT: Adopt Ordinance Authorizing a Callable Commercial Paper Program with J.P. Morgan for the Water Department in an Aggregate Outstanding Principal Amount Not to Exceed $150,000,000.00 at Any One Time, Authorizing Execution of Dealer, Paying Agent/Registrar and Calculation Agent Agreements for the Program and Ordaining Other Matters Related Thereto; Adopt Thirty-Second Supplemental Ordinance Authorizing Issuance and Sale of City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds in an Amount up to $150,000,000.00 to Allow for Refinancing of Outstanding Commercial Paper if Needed and Adopt Appropriation Ordinance (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached ordinance authorizing a 20-year callable commercial paper program with J.P. Morgan for the Water Department in an aggregate outstanding principal amount not to exceed $150,000,000.00 at any one time, with an annual cost of $20,500.00; authorizing execution of Dealer, Paying Agent/Registrar and Calculation Agent Agreements for the program, authorizing certain officers and employees to act on behalf of the City in the selling and delivery of the obligations, and resolving other matters incident and related to the issuance, sale, security and delivery of the obligations; 2. Adopt the attached Thirty-Second Supplemental Ordinance authorizing issuance and sale of City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds in an aggregate principal amount not to exceed $150,000,000.00 to allow outstanding commercial paper to be refunded/refinanced for a longer term if needed; and 3. Adopt the attached appropriation ordinance, increasing appropriations in the Water and Sewer Callable Commercial Paper Fund (formerly the Water and Sewer DPN Fund (56014)) by $50,000,000.00 for a total appropriation of$150,000,000.00, to support contracting authority under the callable commercial paper program. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to take actions to establish a new, more cost-effective liquidity facility for the City's Water and Sewer System to enable the continued efficient and cost-effective implementation of capital improvements. For the last five years, the City's Water and Sewer Utility System has employed a financing tool known as the Direct Purchase Note, or DPN, Program. The DPN program has provided appropriation authority for capital projects identified within the Water and Sewer Capital Improvement Program. The Water Department has used this appropriation in conjunction with Council-adopted reimbursement resolutions to facilitate the initial award of capital improvement contracts that will ultimately be financed by longer term Logname: 13 WATER LIQUIDITY - COMMERCIAL PAPER PROGRAM Page 1 of 3 bonds issued after the project has commenced. During the initial period of construction with interim contact payments are generally being paid out of current revenues. When System revenue bonds are then issued, a portion of the proceeds are used to replenish the DPN program and reimburse the System's revenues for its interim payments. The existing program was authorized on March 26, 2013, with a five year term that is set to expire on March 31, 2018. City staff and our financial consultants are recommending the authorization of a new program that will replace the current DPN program. The new program, a callable commercial paper program, is offered through J.P. Morgan Securities LLC (hereinafter referred to as "J.P. Morgan") and provides additional benefits at lower cost to the City while still achieving the utility's intended use. The commercial paper program offers considerable benefits, including an additional $50 million of appropriation authority at a significantly reduced annual cost. The callable CP may be issued without the need for bank liquidity support and is structured in a manner that upon initial issuance, the callable CP will have an original call date between three and 120 business days. As is customary for commercial paper products, the maturity date will not be greater than 270 days from the date of issuance. Under this structure, the City has several options: a) to call the commercial paper when it reaches the original call date; b) to replace the CP with new CP notes similarly structured; c) to issue long-term debt; or d) to allow the paper to continue to the maturity date and pay the maturing CP by one of the previously identified methods. CP notes may be issued from time to time in an aggregate principal amount outstanding at any one time not to exceed $150,000,000. The current intent is to utilize the CP program as appropriation authority only. On October 30, 2017, City staff and consultants held a call with S&P Global Ratings to discuss the mechanics of the replacement CP program in order to establish an investment grade rating, as is required by Chapter 1371, Government Code, the statutory authority for establishing the CP program. The utility System's strong financial performance and strong market access resulted in the CP program being awarded S&P's highest short-term rating of A-1+. In conjunction with the execution of the commercial paper program, the M&C package includes the thirty- second supplemental ordinance authorizing the sale of water and sewer revenue refunding bonds up to the $150,000,000 authorized under the CP program. This supplemental ordinance will allow the City to refund the appropriations drawn against the CP program with revenue bonds if needed. Subsequent supplemental ordinances are anticipated for adoption at the end of each calendar year which will grant the City flexibility to restore the full appropriation authority with the program upon the issuance of long term refunding bonds and enhance the credit rating for the CP program. The City reserves a termination right under the existing DPN Agreement, enabling the City to terminate at any time with written notice of no fewer than five business days prior to the effective termination date. As such, upon adoption of the CP Program and the approval by the Office of the Attorney General of Texas, the existing DPN Agreement will be rescinded at no cost to the City. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the Water Operating Fund, as appropriated to cover the expenses of implementing the callable commercial paper program. Upon approval of the above recommendations, appropriation authority of$150,000,000.00 for this program will be implemented. FUND IDENTIFIERS (FIDs): TO Fund Department (Account Project !ProgramActivity Budget Reference # moun ID ID Year (Chartfield 2 Logname: 13 WATER LIQUIDITY - COMMERCIAL PAPER PROGRAM Page 2 of 3 FROM Fund Department Account Project ProgramActivity Budget Reference # 'Amount ID ID Year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Alex Laufer (2268) Logname: 13 WATER LIQUIDITY - COMMERCIAL PAPER PROGRAM Page 3 of 3