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HomeMy WebLinkAboutOrdinance 17462-03-2007ORDINANCE NO. 17462-03-2007 AN ORDINANCE approving and authorizing the issuance by the City ofFort Worth, Texas of its Water and Sewer System Commercial Paper Notes, Series A, 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; authorizing the issuance and delivery of a bank note in connection with the issuance, sale and delivery of Commercial Paper Notes, and prescribing the terms, features and characteristics of such instruments; approving and authorizing certain authorized officers and employees to act on behalf of the City in the selling and delivery of such short term obligations, 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 commercial paper notes, including the appointment of an Issuing and Paying Agent and a Dealer and approval of an Issuing and Paying Agent Agreement, a Credit 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. THE STATE OF TEXAS COUNTIES OF TARItANT AND DENTON 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, on March 30, 2004, the City Council adopted an ordinance (the "Commercial Paper Ordinance") which authorized the issuance of from time to time its short term obligations in the form of commercial paper notes pursuant to the provisions of Chapter 1371, Texas Government Code (referred to herein as the "Act") in an aggregate principal amount not to exceed at any one time outstanding $100,000,000, to provide interim financing for additions, improvements and extensions to the City's combined water and sewer system (the "System"); and WI~REAS, the City currently has outstanding four classes of obligations supported by a pledge of and lien on the net revenues of the System, 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 being the obligations, if any, incurred under the terms of a Revolving Credit Agreement, by and between the City and Bank of America, N.A. (the "Liquidity Agreement"), executed and delivered pursuant to the Commercial Paper Ordinance; the third such class being revenue bonds secured by a lien on and pledge of the net revenues of the System subordinate to the pledge on and lien on the net revenues securing the Prior Lien Obligations, the obligations, if any, incurred under the Liquidity Agreement, and other obligations issued hereafter (hereinafter defined as the "Subordinate Lien Bonds"); and the fourth such class being certificates of obligation payable from and secured by ad valorem taxes and a subordinate lien on and limited pledge of the System's net revenues (hereinafter defined as the "Subordinate Lien Obligations"); and WHEREAS, the City desires to increase the maximum amount ofcommercialpaper notes that may at any time be outstanding to $150,000,000; and WHEREAS, Bank ofAmerica, N.A., has agreed to provide additional liquidity in support of an increase of the authority of the City to issue commercial paper notes to $150,000,000 at any one time outstanding, subject to the terms and conditions set forth in the Agreement (as hereinafter defined); and WHEREAS, the City Council hereby finds that the adoption of this Ordinance is necessary to enable the City to (i) increase the maximum amount of commercial paper notes that maybe issued for additions, improvements and extensions to the System, (ii) to approve an amendment to the Liquidity Agreement to evidence the increase in liquidity support for the commercial paper notes by Bank of America, N.A., as liquidity provider,(iii) extend the Maximum Maturity Date as set forth in the Commercial Paper Ordinance, and (iv) make such additional changes as maybe desirable for the efficient and economic administration of the commercial paper note program; 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, there are no commercial paper notes currently outstanding under the terms of the Commercial Paper Ordinance; and WHEREAS, the City Council hereby fords and determines that the issuance of commercial paper notes and a bank note, 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 ofthis 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, Texas Government Code. "Advance" shall mean a loan made under and subject to the conditions set forth in the Agreement. "Agreement" or "Credit Agreement" shallmean, collectively, the Revolving Credit Agreement dated as of April 1, 2004, by and between the City and the Bank, together with the First Amendment approved and authorized to be entered into by Section 2.14 hereof, as from time to time amended or supplemented, or other credit facility provided in lieu thereof in accordance with the provisions of Section 4.03 hereof. "Authorized Representative" shall mean one or more of the following officers or employees of the City, acting in concert or individually, to-wit: the Mayor, the City Manager, the Assistant City Manager/Chief Financial Officer, the Director of Finance, the City Treasurer, 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. "Bank" shall mean Bank of America, N.A., or any subsequent or succeeding parry to the Agreement. "Bank Note" shall mean, collectively, the promissory note or notes issued pursuant to the provisions of this Ordinance and the Agreement in evidence of Advances or Term Loans made by the Bank under the Agreement, having the terms and characteristics contained therein and issued in accordance with the terms thereof. "Bank Note Account" shall mean the account by that name within the Series A Note Payment Fund, so designated in Section 4.02 hereof. "Bond Counsel" shall mean an attorney or firm of attorneys which are nationally recognized as having expertise in the practice oftax-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 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. "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. "Commercial Paper Ordinance" shall have the meaning given said term in the preamble to this Ordinance. "Dealer" shall mean the entity or, collectively, the entities so designated in the Dealer Agreement. "Dealer 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. "Designated Office" shall mean the corporate 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. "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. "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 or Chapter 1502, Texas Government Code. "First Amendment" shall mean the First Amendment to Revolving Credit Agreement dated as of April 1, 2007, by and between the City and the Bank. 4 "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. "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. "Issuing and Paying Agent", "Paying Agent/Registrar" or "Registrar" shall mean the agent the appointment of which is confirmed pursuant to Section 2.02 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 3.03 hereof, as from time to time amended or supplemented. "Master Note" shall mean the "Master Note" as defined in Section 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. "Maximum Interest Rate" shall mean 12% per annum. "Maximum Maturity Date" shall mean twenty years following the date of passage of this Ordinance. "Note" or "Notes" shall mean the evidences of indebtedness authorized to be issued and at anytime Outstandingpursuant tothis Ordinance and shallinclude CommercialPaperNotes (including the Master Note), notes in such form or forms as shall be approved by the City Council in an ordinance amending this Ordinance, and the Bank Note, as appropriate. "Offering Memorandum" shall mean the Offering Memorandum relating to the Commercial Paper Notes. "Outstanding" means 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 the outstanding and unpaid bonds ofthe following series, to-wit: City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 1993; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1996; the City ofFort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1997; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1998; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2000; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2000B; the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2001; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2003; the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2003A; the City of Fort Worth, Texas Water and Sewer System Auction Rate Revenue Bonds, Series 2004; the City ofFort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2005; and the City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 2005A. "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 4.15 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 ofland, interests in land, rights-of--way and easements, construction costs, costs ofmachinery, 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 and/or fees for legal, financial, and other professional services, and reimbursement for such Project Costs attributable to Eligible Projects incurred prior to the issuance ofany Commercial Paper Notes. "Registration Books" shall mean the "Registration Books" as defined in Section 2.02 hereof. "Regulations" shall mean the regulations ofthe U. S. Department ofthe Treasury promulgated under the Code or, if applicable, the Internal Revenue Code of 1954. hereof. "Series A Note Construction Account" shall mean the account so designated in Section 2.11 "Series A Note Payment Fund" shall mean the fund so designated in Section 2.09 hereof. "Subordinate Lien Bonds" shall mean the outstanding and unpaid bonds of the following series, to-wit: City ofFort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1995; City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1996; City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1998; City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1999; City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1999A; City ofFort Worth, Texas Water and Sewer System Subordinate LienRevenue Bonds, Series 2001; City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2002; City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2003; City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2005; City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2005A; and City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2005B. "Subordinate Lien Obligations" shall mean the currently outstanding City of Fort Worth, Texas Certificates ofObligation, Series 1989, Series 2000A, Series 2001, Series 2001B, Series 2003, Taxable Series 2005, Series 2005A and City of Fort Worth, Texas Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2007. "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 Subordinate Lien Obligations) payable in whole or in part from the Pledged Revenues and subordinate to the Prior Lien Obligations and the Bank Note. . "Supplement" shall have the meaning given said term in the Master Ordinance. "System" shall have the meaning given said term in the Master Ordinance. "Term Loan" shall have the meaning given said term in the Credit Agreement. 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. Certain terms not defined herein shall have the meaning given said terms in the Credit Agreement. 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; and a Bank Note shall be and is hereby authorized to be issued in the initial aggregate principal amount of ONE HI7NDRED SIXTY-THREE MILLION THREE HUNDRED FIFTEEN THOUSAND SIXTY-NINE DOLLARS ($163,315,069) at any one time outstanding for the purpose of evidencing Advances to retire Commercial Paper Notes; all in accordance with and subject to the terms, conditions and limitations contained herein and, with respect to the Bank Note, the Agreement. For purposes of this Section 2.01, any portion of Outstanding Notes to be paid from money on deposit in the Series A 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 calculationshallnotbeconsideredOutstanding. TheauthoritytoissueCommercialPaperNotesfrom 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 PaperNotesOutstanding. Anything to the contraryhereinnotwithstanding,CommercialPaperNotes 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, any such refunding or refinancing, other than a simultaneous refunding, of Notes, Prior Lien Obligations, Subordinated Obligations and other obligations ofthe System, to the extent thenrequired 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. Section 2.02. Terms Applicable to Notes -General. Subject to the limitations contained herein, Commercial Paper Notes herein authorized shall be dated as of their date of issuance or prior thereto, but within 30 days of the date of issuance (the "Note Date"), as determined by an Authorized Representative; shall bear interest at such fixed rate or rates 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 maybe determined by an Authorized Representative and all Commercial Paper Notes authorized herein shall mature on or prior to the Maximum Maturity Date. Commercial Paper Notes issued hereunder may contain terms and provisions for the redemption or prepayment thereof prior to maturity, subject to any applicable limitations contained herein, as shall be determined by an Authorized Representative. Subject to applicable terms, limitations and procedures contained herein, Commercial Paper Notes maybe sold in such manner at public or private sale and at par or at such discount (within the interest rate restrictions provided herein) as an Authorized Representative shall approve at the time of the sale thereof. The Commercial Paper Notes shall be issued in registered form, without coupons; provided, however, Commercial Paper Notes may be registered to bearer. The 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 of the Commercial Paper Note; the principal thereof to be payable upon presentation and surrender of the Commercial Paper Note at the Designated Office of the Issuing and Paying Agent and interest thereon to be payable to the registered owner thereof (when registered other than to bearer) either (i) by check sent by United States mail, first-class postage prepaid, to the address of the registered owner appearing on the Registration Books of the City maintained by the Registrar or (ii) by such other method, acceptable to the Issuing and Paying Agent, requested by the Holder, but interest on a Commercial Paper Note registered to bearer shall be payable only upon presentation of the Commercial Paper Note at the Designated Office of the Issuing and Paying Agent. The selection and appointment of U.S. Bank National Association, New York, New York, to serve as Issuing and Paying Agent, Paying Agent/R egistrar and Registrar for the 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 States 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 Commercial Paper Notes occur, the City agrees to promptly cause a written notice thereof to be (i) sent to each registered owner of the Commercial Paper Notes then Outstanding by United States mail, first-class postage prepaid and (ii) published in a financial newspaper or journal of general circulation in The City of New York, New York, once during each calendar week for at least two calendar weeks; provided, however, the publication of such notice shall not be required if notice is sent to each Holder of the Commercial Paper Notes. Such notice shall give the address of the successor Paying Agent/Registrar. A successor Paying Agent/Registrar maybe 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 maybe mutually agreeable thereto, within two Business Days of the opening of such Registration Books or any change therein, as the case maybe. 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. If an Authorized Representative determines that it is possible and desirable to provide for a book-entry only system of Commercial Paper Note registration with DTC, such Authorized Representative, acting for and on behalf of the City, is hereby authorized to approve, execute, and deliver a 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 said 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 abook-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. 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. 10 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. Either 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 Section 2.05 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. Whenever the beneficial ownership of the Commercial Paper Notes is determined by abook- 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, the Bank, and the Dealer are not responsible for transfer of payment to the DTC Participants or beneficial owners. Section 2.03. 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, Tegas Water and Sewer System Commercial Paper Notes, Series A" are hereby authorized to be issued and sold and delivered from time to time in such principal amounts as determined by an Authorized Representative in denominations of $100,000 or in integral multiples of $1,000 in excess thereof, numbered in ascending consecutive numerical order in the order oftheir issuance and to mature and become due and payable on such dates as an Authorized Representative shall determine at the time of sale; provided, however, that no Commercial Paper Note shall (i) mature after the Maximum Maturity Date or (ii) have a term in excess of two hundred seventy (270) calendar days. Interest, if any, on Commercial Paper Notes shall be payable at maturity with principal. Section 2.04. Bank Note. Under and pursuant to authority granted hereby and subject to the limitations contained herein and in the Agreement, a promissory note to be designated the "Bank Note" is hereby authorized and approved in accordance with the terms of this Ordinance, the Agreement and the form thereof set forth in the Agreement. Section 2.05. Form of Commercial Faper Notes. The Commercial Paper Notes and the Certificate of Authentication to appear on each of the Commercial Paper Notes shall be substantially in the forms set forth in Exhibit A to this Ordinance, with such appropriate insertions, omissions, substitutions and other variations as are permitted 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 Procedures of the American Bankers Association) and such legends and endorsements thereon as may, consistently herewith, be approved by an 11 Authorized Representative. Anyportion of the text of any Commercial Paper Notes maybe 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 inbook-entry only form pursuant to Section 2.02, (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 and legality by the City Attorney, all as provided in Section 2.05 hereof. 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 onbehalf of the City, notwithstanding that such individuals or either ofthem 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 ofthe Master Note, the Paying Agent/Registrar has executed the MasterNote, 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 anyNote shall be lost, destroyed or stolen, evidence of such loss, destruction or theft maybe submitted to the City and, if such 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 Agent/Registrar shall be required to treat both the original Note and any duplicate Note as being Outstanding for the purpose of determining the principal 12 amount of Notes which maybe issued hereunder, but both the original and the duplicate Note shall be treated as one and the same. Section 2.08. Negotiability, Registration and Exchangeability. The obligations 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 transferor 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 2.02 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 Commercial 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 funushed by, the City to the Holder requesting the exchange. 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 maybe imposed in relation thereto. Such charges and expenses shall be paid before any such new Commercial Paper Note shall be delivered. 13 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. Series A Note Payment Fund. The City Council hereby confirms that it has created and established with the Issuing and Paying Agent a separate and special fund designated as the "City of Fort Worth, Tegas Water and Sewer System Series A Note Payment Interest and Sinlang Fund" (the "Series A Note Payment Fund"). Moneys on deposit in the Series A Note Payment Fund shall be used to pay principal of and interest on Commercial Paper Notes at the respective interest payment and maturity dates of each issue thereof as provided herein and the repayment of any Advances and Term Loans made pursuant to the Agreement (evidenced by the Bank Note). Amounts remaining in the Series A Note Payment Fund not then necessary for the purposes thereof maybe transferred to the Series A Note Construction Account (created pursuant to Section 2.11 hereof) upon request of an Authorized Representative. Additionally allproceeds ofAdvances shallbe deposited into the Series ANote Payment Fund and solely used to pay the principal of and interest on the Commercial Paper Notes. Pending the expenditure of moneys in the Series A Note Payment Fund for authorized purposes, moneys deposited in said Fund (other than moneys derived from Advances, which shall be held uninvested) may be invested in Eligible Investments at the direction of the Assistant City Manager/Chief Financial Officer, Director of Finance or the City Treasurer. Any income received from such investments remaining after the payment of the principal of or interest on Notes coming due shallbe credited to the System Fund, as established in the Master Ordinance, and shall not, for purposes of this Ordinance, be considered an amount held in the Series A Note Payment Fund. Section 2.10. Pledge; Payments. The Notes are obligations of the City payable from and secured solely by the funds pledged therefor pursuant to this Ordinance. The City agrees to make payments into the Series A 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. To provide security for the payment of the principal of and interest on the Notes and any other amounts due under the Agreement 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) Advances, (iii) the amounts held in the Series A Note Payment Fund until the amounts deposited therein are used for authorized purposes, provided, however, amounts in the Series ANote Payment Fund attributable to and derived from Advances shallbe used only to pay, prior to any application to the payment of the Bank Note, 14 the principal of and interest on the Commercial Paper Notes in full, and (iv) the amounts remaining on deposit in the Series A Note Construction Account after the payment of all Project Costs, and it is hereby resolved and declared that the principal of and interest on the Notes and any other amounts due under the Agreement 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), (iii) and (iv) subject and subordinate only to the exceptions noted therein. Additionally, to provide security for the payment of the principal of and interest on the Bank Note and other amounts due under the Agreement as the same shall become due and payable, there is hereby granted a lien on and pledge of the Pledged Revenues, subject only to the provisions of this Ordinance permitting the application thereof for purposes and on the terms and conditions set forth herein, such lien on and pledge of the Pledged Revenues, however, being subordinate only to the lien on and pledge of the Pledged Revenues in support of the Prior Lien Obligations and the debt service and reserve funds relating thereto. Unless the Bank Note is paid from the proceeds of Commercial Paper Notes, or Prior Lien Obligations or Subordinated Obligations issued for such purpose, or amounts available in the Series A Note Payment Fund or the Series A Note Construction Fund, all as described above, such payments are to be made from Pledged Revenues on deposit in the "Bank Note Account" in accordance with Section 4.02 hereof. Chapter 1208, Texas Government Code, applies to the issuance of the Commercial Paper 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 Commercial Paper 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 Commercial Paper 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. Series A Note Construction Account. The City Council hereby confirms that it has created and established a separate account designated as the "City of Fort Worth, Texas Water and Sewer System Series A Note Construction Account" (the "Series ANote Construction Account"). Moneys deposited in the Series A 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 Director of Finance or the designee thereof in Eligible Investments. Any income received from such investments (except as otherwise required to be rebated to the United States of America in accordance with the provisions of Section 4.06 hereof) shall be deposited, as received, into the System Fund established by the Master Ordinance and shall not, for purposes of this Ordinance, be considered an amount held in the Series A Note Construction Account. Any amounts on deposit in the Series A Note Construction Account designated by an Authorized Representative as eligible to pay interest during construction and thereafter may be 15 transferred from time to time at the direction of an Authorized Representative to the credit of the Series A Note Payment Fund for use in accordance with the terms of Section 2.09 hereof. Any amounts remaining in the Series A Note Construction Account after the payment of all Project Costs shall be paid into the Series A 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 or for the payment of the Bank Note, as the case maybe. In the event no Commercial Paper Notes are Outstanding and there are no outstanding Advances, any amounts in the Series A Note Construction Account not anticipated to be needed to pay Project Costs shallbe transferred to the Debt Service Fund established by the Master Ordinance. Section 2.12. Cancellation. All Commercial Paper Notes which at maturity 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. Section 2.13. Fiscal and Other Agents. 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. Section 2.14. Credit Agreement. The First Amendment, substantially in the form attached hereto as Exhibit C, is hereby approved, and shallbe entered into with the Bank. The form of the Bank Note substantially in the form contained in the First .Amendment is approved with the interest rate payable thereon to be determined as set forth therein and in the Agreement. Any Authorized Representative is hereby authorized to execute and deliver the First Amendment, and the City Secretary is authorized to attest and to place the City seal thereon. Upon delivery of the First Amendment, the issuance of the Commercial Paper Notes shall be governed by the terms of the Agreement. Section 2.15. Funds Secured. That moneys in all such Funds, to the extent not invested as permitted hereunder, shallbe secured in the manner prescribed by law for securing funds of the City. Section 2.16. Application 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 Bank Note and the Holder thereof 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. 16 ARTICLE III ISSUANCE AND SALE OF NOTES Section 3.01. Issuance and Sale of Commercial Paper Notes. (a) The Commercial Paper Notes shall be completed and delivered by the Issuing and Paying Agent in accordance with telephonic, computer or written instructions of the Authorized Representative and 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 Authorized Representative within 24 hours. Said instructions shall specify such principal amounts, dates of issue, maturities, 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 ofthe 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 officer 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 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 stated interest on the Commercial Paper Notes is exempt from federal income taxation. Such instructions shall also certify that: (i) no Event of Default under Section S.Ol hereof has occurred and is continuing as of the date of such Certificate and that the Issuing and Paying Agent has not received a No-Issuance Notice (as defined in the Credit Agreement); (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 incompliance with the covenants set forth in Article IV hereof as of the date of such instructions; (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; and (v) the sum of the interest payable on such Commercial Paper Note will not exceed a yield (calculated on the principal amount of the Commercial Paper Note on the basis 17 of actual number of days elapsed, and a 365-day or 366-day year, as maybe applicable) to the maturity date of such Commercial Paper Note in excess of the Maximum Interest Rate. (b) The Bank Note shall be or has been delivered to the Bank and indebtedness may be incurred thereunder in accordance with the terms of the Agreement. Section 3.02. 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 thepayment ofPrior 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 and the repayment of any borrowing (evidenced by the Bank Note) or other amounts due under the Agreement shall be retained in the Series A Note Payment Fund, and expended therefor; and (iii) Proceeds not retained in the Series A Note Payment Fund as provided in subparagraph (ii) above shall be transferred and deposited to the Series A Note Construction Account and used and applied in accordance with the provisions of Section 2.11 hereof. Section 3.03. Issuing and Paying Agent 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 3.04. 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. 18 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 Series A 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. Bank Note Account. There is hereby created and there shall be established and maintained within the Series A Note Payment Fund a separate account to be known as the "Bank Note Account" for the sole benefit of the Bank Note. After satisfying the requirements of the Master Ordinance, any Supplement thereto, and any other ordinance with respect to the Prior Lien Obligations, with respect to the payment ofprincipal of; and premium, if any, and interest on the Prior Lien Obligations and funding the reserve fund therefor, there shall be deposited by the City to the Bank Note Account the amounts required by Section 2.10 hereof for the payment of the Bank Note. Section 4.03. Maintenance of Available Credit Facilities Requirement. The City agrees and covenants that at all times up to and including the Maximum Maturity Date, unless the Commercial Paper Notes are no longer Outstanding it will maintain credit or liquidity facilities with banks in amounts such that, assuming that all then Outstanding Commercial Paper Notes were to become due and payable immediately, the amount available for borrowing under such facilities would be sufficient at that time to pay principal and interest of all Commercial Paper Notes. No Commercial Paper Note shall be issued which if, after giving effect to the issuance thereof and, if applicable, the immediate application of the proceeds thereof to retire other Commercial Paper Notes secured by the credit or liquidity facility, the aggregate principal amount of all Commercial Paper Notes secured by or payable from the' credit or liquidity facility would exceed the amount of the commitment thereunder. The availability for borrowing of such amounts under such facilities may be subject to reasonable conditions precedent, including but not limited to, bankruptcy of the City. In furtherance of the foregoing covenant, the City agrees that it will not issue any Commercial Paper Notes or make any borrowing which will result in a violation of such covenant, will not amend the Agreement in a manner which will cause a violation of such covenant and, if and to the extent necessary to maintain compliance with such covenant, will arrange for new credit or liquidity facilities prior to, or contemporaneously with, the expiration of the Agreement. Section 4.04. Commercial Paper Notes Issued as Bond Anticipation Notes. The City hereby acknowledges that the Commercial Paper Notes are being issued as bond anticipation notes, and 19 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, and to pay amounts due under the Agreement. Section 4.05. Punctual Payment. 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, this Ordinance and the Agreement. Section 4.06. Commercial Paper Notes to Remain. Tax Exempt. The City covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Commercial Paper Notes as obligations described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation if such Commercial Paper Notes are designated by the City as "tax exempt". In furtherance thereof, the City covenants as follows: (a) to take any action to assure that no more than 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 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 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 5 percent ofthe proceeds of the CommercialPaper Notes or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used fora "private 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 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; 20 (f) 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 ofthe Commercial Paper Notes, other than investment property acquired with -- (1) proceeds of the Commercial Paper Notes invested for a reasonable temporary period of 3 years or less 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 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 maybe 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 (be, 'nning on the date of delivery of the Commercial Paper Notes) an amount that is at least equal to 90 percent of the "Excess Earnings", within. the meaning of section 148(f) of the Code, and to pay to the United States of America, not later than 60 days after the Commercial Paper Notes have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. The City represents and covenants that it will not expend, or permit to be expended, the proceeds of any Commercial Paper Notes in any manner inconsistent with its reasonable expectations as certified in a federal tax certificate to be executed from time to time with respect to the Commercial Paper Notes; provided, however, that the City may expend Commercial Paper Note proceeds 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 represents that it has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is an issuer whose arbitrage certifications may not be relied upon. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the 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 21 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 CommercialPaperNotes, the City agrees to complywiththe additionalrequirements to the extent necessary, in the opinion of Bond Counsel, to preserve the exemption from federal income taxation 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, the Assistant City Manager/Chief Financial Officer, the Director of Finance and the City Treasurer to execute any documents, certificates or reports required by the Code, and to make such elections on behalf of the City which maybe 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), a "Rebate Fund" is hereby 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, Expenditures 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 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 investment earnings more than 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 Eligible 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. Supplemental Ordinances. Other than as permitted herein with respect to the issuance or incurrence of additional obligations of the City secured by the Pledged Revenues, the City will not adopt any supplemental ordinances with respect to the Pledged Revenues, pursuant to the Master Ordinance, a Supplement or otherwise, without the written consent of the Bank. 22 Section 4.10. 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 hereof) as required by the Dealer Agreement, there maybe provided an annual updated opinion of Bond Counsel, at the cost of the City or the Dealer as agreed to in the Dealer Agreement. Section 4.11. Ongoing Continuing Disclosure Covenant. To the extent required by the provisions ofRule 15c2-12, promulgated bythe U.S. Securities and Exchange Commission, the City agrees to enter into an agreement to file financial information and operating data with respect to the Commercial Paper Notes with such entities as are designated pursuant to the terms of said Rule 15c2- 12 as nationally recognized municipal securities information repositories and the state information depository in Texas. Under the provisions of said Rule 15c2-12, as they exist on the date this Ordinance is adopted, the City is exempted from complying with the undertaking described in the first sentence of this Section 4.11, as the Notes are to be issued in the form of Commercial Paper Notes. Section 4.12. Rates and Charges. The City hereby agrees and reaffnms its covenants to the holders of the Prior Lien Obligations, and covenants to the Holder of the Bank Note, 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. System Fund. Pursuant to Section 2.16 hereof, the City hereby reaffirms its covenant to the holders of the Prior Lien Bonds, and hereby covenants with respect to the Holder of the Bank Note, that all 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 "SystemFund"), 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 maybe 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 Documents. The City will comply with the terms and provisions of the Master Ordinance, any Supplement thereto, and any 23 other ordinance or contract to which the City is a party, the non-compliance with which would 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. Reservation ofRight to Issue or Incur Prior Lien Obligations and Subordinated Obligations. In accordance with Section 4.09 hereof, 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, payable from and secured by a lien on and pledge of the Pledged Revenues prior in right and claim to the lien and pledge securing the payment of the Bank Note. In accordance with Section 4.09 hereof, the City also retains the right to issue or incur Subordinated Obligations. Section 4.16. Taxable Obligations. 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, the Authorized Representative is authorized to designate such Commercial Paper Notes in such a manner as to distinguish such CommercialPaper Notes from those Commercial Paper Notes that are issued as obligations described in section 103(a) of the Code. Section 4.17. Notice to Rating Agencies. The City shall cause to be provided to the Rating Agencies (as defined in the Issuing and Paying Agent Agreement) notice of any proposed amendment to this Ordinance, or the occurrence of the termination or expiration of the Commitment or the substitution of credit or liquidity facilities prior to, or contemporaneously with, the expiration of the Agreement, 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; (b) if the City shall fail to make due and punctual payment of any installment of interest on any Commercial Paper Note when and as such interest installment shall become due and payable and such failure shall continue for five (5) Business Days; 24 (c) if the principal of the Bank Note (and interest accrued thereon) shall become due and payable prior to the maturity thereof under the Bank Note and the Agreement; (d) 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 (e) ifthere 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 Equity 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 of 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 maybe exercised at any time or from time to time, and as often as maybe necessary, by the Holder of any one or more of the Notes. 25 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 of any of the Outstanding Commercial Paper Notes; (2) Reduce the rate ofinterest borne by any ofthe Outstanding Commercial Paper Notes; (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 26 (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 (i) 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 and (ii) without the written consent of the Bank. 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 Credit Agreement, the Dealer Agreement, the Offering Memorandum and the Issuing and Paying Agent Agreement. 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 Credit Agreement, the Dealer- Agreement and the Issuing and Paying Agent Agreement. 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 shall 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 or, with respect to the Bank Note, the Agreement. Section 6.04. Severability 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 Days. 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 ofprincipal of and interest on the Commercial Paper Notes, need not be made on such day but may be performed or paid, as the case maybe, on the next succeeding Business Day with the same force and effect as if made on the date of performance or payment. 27 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 all other sums payable hereunder by the City with respect to said Commercial Paper Notes, the pledge herein created withrespect to said CommercialPaperNotes shallthereuponcease,terminate andbecomedischarged 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 and the parties to the Dealer Agreement and the Agreement, 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 and the parties to the Dealer Agreement and the Agreement as herein and therein provided. Section 6.08. Use of Offering Memorandum. The use by the Dealer of the Offering Memorandum, prepared by the Dealer 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 thereof by an Authorized Representative. Any Authorized Representative is hereby authorized to provide to the Dealer such information as may, in the reasonable judgment of the Dealer, be necessary to update, on an annual basis, the Offering Memorandum. Section 6.09. Approval of Attorney General. The 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 an Authorized Representative until the Attorney General of the State of Texas shall have approved this Ordinance, the Agreement and other agreements and proceedings as may be required in connection therewith, all as required by the Act. Section 6.10. 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 6.11. Amendment and Restatement. The Commercial Paper Ordinance is hereby superseded and replaced in its entirety by this Ordinance. All actions heretofore taken with respect to the Notes are hereby confirmed. as Section 6.12. Immediate Effect. This Ordinance shallbe effective immediately from and after its passage in accordance with the provisions of Section 1201.028, Texas Government Code. Section 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. PASSED AND APPROVED the 27th day of March, 2007. ATTEST: ~~ C~ ~ ~~'~~~ ~~ City Secretary, of Fort Worth, T~~a~ APPROVED AS TO FORM AND LEGALITY: G~~ City Attorney, City of Fo , - orth (SEAL) 29 Form of Commercial Paper Note: UNITED STATES OF AIVIERICA STATE OF TEXAS CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM COMI~~RCIAL PAPER NOTE, SERIES A No.. Principal Amount: Interest to Maturity: Due at Maturity: Owner: Note Date: Maturity Date: Number of Days: Interest Rate (%): The City of Fort Worth (the "City"), in Tarrant and Denton Counties, State of Texas, FOR VALUE RECEIVED, hereby promises to pay, solely from the sources hereinafter identified and as hereinafter stated, to the order of the party specified above on the maturity date specified above, the principal sum specified above and to pay interest, if any, on said principal amount at said maturity date, from the above specified note date to said maturity date at the per annum interest rate shown above (computed on the basis of actual days elapsed and a 365-day or 366-day year, as applicable); both principal and interest on this Note being payable in lawful money of the United States of America at the designated corporate trust office of the Issuing and Paying Agent executing the "Certificate of Authentication" endorsed hereon and appearing below, or its successor. No interest will accrue on the principal amount hereof after said maturity date. The interest rate borne by this Note shall not exceed the Maximum Interest Rate (as defined in the hereinafter defined Ordinance). This Note is one of an issue of commercial paper notes (the "Commercial Paper Notes") which, together with the below referenced Bank Note, 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 (the "Act"). 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, (ii) advances under and pursuant to the Credit Agreement between the City and the Bank pursuant to which the Bank has agreed to provide liquidity to the City under the terms and conditions set forth therein, which advances axe to be evidenced by a Bank Note, and (iii) amounts in certain funds established pursuant to the Ordinance. 30 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 shall 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. 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 and legality by the facsimile signature of the City Attorney. City Secretary, City of Fort Worth Mayor, City of Fort Worth APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth 31 (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. U.S. BANK NATIONAL ASSOCIATION, as Issuing and Paying Agent By: Authorized Signatory 32 THE STATE OF TEXAS COUNTIES OF TQ~I~][tANT AND DENTON CITY OF FORT WORTH I, Marty Hendrix, 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 March 27, 2007, and of an ordinance which was duly passed at said meeting authorizing the issuance of City of Fort Worth Water and Sewer System Commercial Paper Notes, Series B, in an aggregate principal amount not to exceed $150,000,000 at any one time outstanding, 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 whereof, I have set my hand and have hereunto aPixed the seal of said City of Fort Worth, this 27th day of March, 2007. City Secretary of the City of Fort Worth, Texas (SEAL) 33 Page 1 of 2 Cod of Fob Vt/orth, Texas Mayor and Council Communication ~:_ COUNCIL ACTION: Approved on 3/27/2007 -Ord. Nos. 17462-03-2007 & 17463-03-2007 DATE: Tuesday, March 27, 2007 LOG NAME: 1313PAPERAMEND REFERENCE NO.: C-22028 SUBJECT: Adopt an Amended and Restated Ordinance Approving and Authorizing the Issuance of Water and Sewer System Commercial Paper Notes in an Aggregate Principal Amount at Any One Time Outstanding Not to Exceed $150,000,000.00 to Provide Interim Financing to Pay Project Costs for Eligible Projects for the City's Waterworks and Sewer System and to Refund Obligations Issued in Connection with an Eligible Project; Approving and Authorizing Certain Authorized Officers and Employees to Act on Behalf of the City in the Selling and Delivery of Such Short Term Obligations; and Resolving Other Matters Incident and Related to the Issuance, Sale, Security and Delivery of Commercial Paper Notes ._.-.--.- __:_-__6_ -._.. RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached amended and restated ordinance approving and authorizing the issuance of commercial paper notes in an amount not to exceed $150,000,000.00 to provide interim financing for the construction of eligible projects for the City's waterworks and sewer system; and 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Water and Sewer Capital Project Funds by $50,000,000.00. DISCUSSION: Approval of this M&C will reauthorize the existing $100,000,000.00 Water and Sewer Commercial Paper Program, make available an additional $50,000,000.00 in appropriation authority for eligible projects, and further authorize the issuance of commercial paper notes, if necessary, to provide interim construction financing for those projects. The commercial paper program allows the City to deliver capital projects in one of two ways. The City can issue commercial paper notes for interim financing or use the commercial paper authority to initiate the project and use cash from the City portfolio to fund projects until such time as the City issues debt to replenish the portFolio. This is the same practice where commercial paper has been used to support previous Water and Sewer capital projects, as well as the 1998 and 2004 capital projects bond programs. The City's financial advisors and the City staff recommend retaining Lehman Brothers to market any notes that may be issued. The advisors and staff also recommend retaining Bank of America, with the highest short-term credit ratings available, to provide the liquidity facility, and U.S. Bank Trust National Association as the Issuing/Paying Agent, if required. http://www.cfwnet.org/council~acketlR.eports/mc~rint.asp 3/29/2007 Page 2 of 2 FISCA<_ INFORMATION/CERTIFICATION: The Finance Director certifies that certifies that upon adoption of the attached ordinance, and appropriation ordinance, funds will be available in the current capital budgets, as appropriated of the Water and Sewer Capital Projects Funds. TO Fund/AccountlCenters P264 541200 601159990100 $40,000,000.00 P274 485107 701139990100 $10,000,000.00 P274 541200 701139990100 $10,000,000.00 P264 485107 601159990100 $40,000,000.00 FROM Fund/Account/Centers Submitted for City Manager's Office b~ Karen Montgomery (6222) Originating Department Head: Richard Zavala (Acting) (8517) Additional Information Contact: Robert Shook (2438) http://www.cfwnet.org/council~acket/Reports/mc~rint.asp 3/29/2007