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HomeMy WebLinkAboutOrdinance 15936ORDINANCE NO ,~ ~~~ AN AMENDED AND RESTATED ORDINANCE approving and authorizing the issuance by the City ofFort Worth, Texas ofits Water and Sewer System Commercial Paper Notes, Series A, in an aggregate principal amount,at any one. time outstanding not to exceed $100 000 000 to provide interim financing to pay Project Costs for Eligible Projects and to refund obligations issued m connection with Ehgible Protects, authonzmg the issuance and delivery of a bank note m connection with the issuance, sale and delivery of Commercial Paper Notes, and prescribing the erms, features and characteristics of such instruments, approving and authorizing certain authorized officers and employees to act on behalf of the City m 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 p ;.>er 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 TARRANT 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 m one ofthe four highest rating categories for long- term obligations, and WHEREAS on May 26 1998 the City Council of the City adopted an ordinance that amended and restated an ordinance adopted by the City Council of the City on March 8 1990 (the Commercial Paper Ordinance'), which authorized the issuance of its short term obligations m the form of commercial paper notes pursuant to the provisions of Article 717q, V.A.T C S (now codified as Chapter 1371 Texas Government Code, and referred to herein as the Act") to provide interim financing for additions, improvements and extensions to the City's combined water and sewer system (the System') and WHEREAS 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 1 other obligations issued or incurred by the City under the terms of the Master Resolution (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 Obhgat~ons'), the second such class being the obligations, if any incurred under the terms of a Revolving C redit Agreement, by and between the City and WestLB AG (formerly Westdeutsche Landesbank Cnr ~zentrale), acting through its New York Branch (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 hen on the net revenues securing the Prior Lien Obhgat~ons, the obligations, if any incurred under the Liqurdrty Agreement, and other obligations issued hereafter (hereinafter defined as the Subordinate Lien I3 onds') and the fourth such class being certificates of obligation payable from and secured by ad valorem taxes and a subordinate hen on and limited pledge of the System's net revenues (hereinafter defined as the Subordinate Lien Obligations) and WHEREAS the City Council hereby finds that the adoptzon of this Ordinance as an amendment to and restatement of the Commercial Paper Ordinance, is necessary to enable the Crty to (i) name a new liquidity provider (ii) reflect the name change resulting from acquisitions and mergers involving the existing Issuing and Paying Agent, (iii) extend the Maximum Maturity Date as set forth in the Commercial Paper Ordinance, and (iv) make such changes as to permit the program authorized hereby to be consistent with the changes m the Act and the commercial paper public debt market that have occurred since the date on which the Commercial Paper Ordinance was adopted, and WHEREAS, the commercial paper notes authorized to be issued pursuant to this Ordinance constitute bond anticipation notes which the Crty intends to retire through the issuance of its revenue bonds, and WHEREAS the Crty Council hereby finds and determines that the issuance of commercial paper notes and a bank note, subject to the terms, conditions and hrrutations hereinafter prescribed, should be approved and authorized at this time, NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS ARTICLE I DEFINITIONS Section 1-01 Definitions Unless the context shall indicate a contrary meaning or intent, the terms below defined, for all purposes of this ordinance or any ordinance amendatory or supplemental hereto, shall be construed, are used and are intended to have the following meanings, to-wit Act shall mean Chapter 1371 Texas Government Code Advance shall mean a loan made under and subject to the conditions set forth m the Agreement Agreement or Credit Agreement" shall mean the Credit Agreement 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 m heu thereof m 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 m concert or individually to-wit the Mayor the City Manager any Assistant City Manager the Director of Finance, the City Treasurer or such other officer or employee of the City designated m 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 party to the Agreement. 'Bank Note shall mean, collectively the promissory note or notes issued pursuant to the provisions ofthis Ordinance and the Agreement in evidence of Advances or Term Loans made by the Bank under the Agreement, having the terms and charactenstics contained therein and issued m accordance with the terms thereof. 'Bond Counsel shall mean an attorney or firm of attorneys which are nationally recognized as having expertise m the practice oftax-exempt municipal finance law as approved by the City McCall, Parkhurst & Horton L L.P and Kelly Hart & Hallman, a Professional Corporation, 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 m 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 m Section 2.03 hereof and m the form described in Section 2.05 hereof. Commercial Paper Ordinance shall have the meaning given said term m the preamble to this Ordinance 'Dealer" shall mean the entity or collectwely the e.7tities so designated m the Dealer Agreement 'Dealer Agreement shall mean the agreement sec: and authorized to be entered into by Section 3.04 hereof, as from time to time amended a supplem anted. 'Designated Office shall mean the corporate trust oi~~ic~ of the Issuing and Paying Agent where Commercial Paper Notes must be presented and delr~~ei ed for receipt of payment of the principal amount thereof. 'DTC shall mean The Depository Trust Company or any ~bst~tute securities depository appointed pursuant to this Ordinance, or any nominee thereof. 'DTC Participant shall mean a member of, or the participant n, DTC that will act on behalf of a Holder 'Eligible Investments shall mean any or all of the authorized investments descr~{~ d m the Public Funds Investment Act of 1987 Chapter 2256 Texas Governme.r~t Code, which the Crty may purchase and sell and m 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 adrrumstration thereof, all as provided m the Act or Chapter 1502, Texas Government Code 'Fiscal Year" shall mean any consecutive twelve month period declared by the City as its fiscal year which currently runs from October 1 through September 30 Gross Revenues shall have the meamng given said term m 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 m 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 m Section 2.05 hereof. 'Master Ordinance shall mean the 'Master Ordmanc 1/stabhshin~- 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 ji~llowing the .late of passage of this Ordinance 'Note or 'Notes shall mean the evidences of mdeutedness ai,i homed to be issued and at anytime Outstanding pursuant to this Ordinance and shall inclu ~e Commercial Paper Notes (including the Master Note), notes m such form or forms as shall be ~t,~proved by the City Councilman ordinance amending this Ordinance, and the Bank Note, as approhnate Offering Memorandum shall mean the Offering Memorandum relating to t:he 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 Ord Hance, 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 m exchange for or m lieu, of which other Commercial Paper Notes have been authenticated and delivered pursuant to this Ordinance, provided, that m 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 rt was owned by any other Holder Outstanding Prior Lien Bonds shall mean the outstanding and unpaid bonds ofthe following series, to-wit. City ofFort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Senes 1993 the Crty ofFort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1996 the Crty ofFort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1997 the Crty of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 1998 the Crty of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2000 the Crty of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Series 2000B the Crty of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2001 the Crty of Fort Worth, Texas Water and Sewer System Revenue Refunding and Improvement Bonds, Senes 2003 the Crty of Fort Worth, Texas 5 Water and Sewer System Revenue Refunding Bonds, Series 2003A, and the City of Fort Worth, Texas Water and Sewer System Auction Rate Revenue Bonds, Serves 200~'- 'Pledged Revenues shall have the meaning given satd term m the Iv [aster Ordinance 'Prior Lien Obligations shall mean collectively the Outstanding Prior Lien Bonds and any obligations hereafter issued or incurred as provided m Section 4 15 hereof. 'Project Costs shall mean all costs and expenses incurred m relation to Eligible Projects, including, without hrrutation, design, planning, engineering and legal costs, ac~Iuisrtion costs of land, interests m land, rights-of way and easements, construction costs, costs of machinery eduipment, and other capital assets incident and related to the operation, maintenance, and acJmuvstration of an Eligible Project, financing costs, mcludmg interest during construction and thereaf~:e.• underwriter's discount and/or fees far legal, financial, and other professional services, and re~mbur:,ement for such Project Costs attributable to Eligible Protects incurred prior to the issuance of any Commercial Paper Notes 'Registration Books shall mean the 'Registration Books as defined m Section 2.02 hereof. 'Regulations shall meanthe regulations oftheU S Department ofthe Treasury promulgated under the Code or if applicable, the Internal Revenue Code of 1954 Series ANote Construction Account" shall mean the account so designated m Section 2.11 hereof. 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 1991 City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1992, City ofFort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 1995 City ofFort 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, Serves 1999 City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Serves 1999A, City ofFort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2001 and City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2002 Subordinate Lien Obligations shall mean the currently outstanding City of Fort Worth, Texas Certificates of Obligation, Series 1989 Series 2000A, Series 2001 and Series 2001B Subordinated Obligations shall mean any bonds, notes, or other obligations issued or contractual obligations incurred pursuant to law (including, without limitation, the Subordinate Lien 6 Bonds and the Subordinate Lien Obligations} payable m whole or ~n part from the Pledged Revenues and subordinate to the Prior Lien Obligations and the Bank Note Supplement shall have the meaning given said term m the Master Ordinance System shall have the meaning given said term m the Master Ordinance Term Loan shall have the meaning given said term in the C edit Agreement. Section 1 02. Construction of Terms Utilized m 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 ofthis 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 rt 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 m the Credit Agreement. ARTICLE II AUTHORIZATION OF NOTES Section 2.01. General Authorization. Pursuant to authority conferred by and m 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 m an aggregate principal amount not to exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) 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 m accordance with and subject to the terms, conditions, and limitations contained herein, and a BankNote shall be and is hereby authorized to be issued m the initial aggregate principal amount of ONE HUNDRED NINE MILLION DOLLARS ($109 000,000) at any one time outstanding for the purpose of evidencing Advances to retire Commercial Paper Notes, all m 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 calculation shall not be considered Outstanding. The authority to issue Commercial Paper Notes from time to time under the provisions of this Ordinance shall exist until the Maximum Maturity Date, regardless of whether prior to the Maximum Maturity Date there are at any 7 time no Commercial Paper Notes Outstanding. Anything to the contrary herein notwithstanding, Commercial Paper Notes may not be issued to refinance or refund Prior Lien Obligations or Subordinated Obligations without the prior approval of the Crty Council. Anything m 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 m the Act at the time any such refinancing or efundmg 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 then required by applicable law shall be by means of a gross defeasance established at the time of the issuance of the refunding Commercial Paper Notes, and the selection of Notes, Prior Lien Obligations, Subordinated Obligations and any other authorized obligations of the System to be so refunded or refinanced shall be made m 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 pnor 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 m 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 m 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 m 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 Commercral 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. s The selection and appointment of U S Bank Trust National Association New York, New York, to serve as Issuing and Paying Agent, Paying Agent/Registrar and Registrar for the Commercial PaperNotes is hereby confirmed and the City covenants and agrees 1,o keep and maintain with the Registrar at its Designated Office books and records (the 'Registra~!ion Books') for the registration, payment, transfer and exchange of the Commercial Paper Notes, ~~ll as provided herein and m such reasonable rules and regulations as the Registrar may prescribe ~ he City covenants to maintain and provide a Registrar at all times while the Commercial Paper ~;otes are Outstanding, which shall be a national or state banking association or corporation or mist company organized and doing business under the laws of the Umted States of America or of any state and authorized under such laws to exercise trust powers Should a change in the Paying A.gent/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 ofthe Commercial PaperNotes then Outstandm by Umted States mail, first-class postage prepaid and (ii) published in a financial newspaper or~ournai 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 AgentlRegistrar may be appointed by the Crty without the consent of the Holders. A copy ofthe 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 opemng 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 m the name of Cede & Co as nominee of DTC which will serve as the imtial securities depository for the Commercial Paper Notes Ownership of beneficial interests m 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 ofthe positions of the DTC participants m 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 m effect, except as provided above in this 9 paragraph, the Commercial Paper Notes shall not be transferable o~ exchangeable, except for transfer to another securities depository or to another nominee of a secure; res 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 resj~onsibihty or obligation to any DTC Participant or to any person on whose behalf a DTC Participant holds an interest m the Commercial Paper Notes Without limiting the immediately preceding sentence, neither the City nor the Issuing and Paying Agent shall have any responsibility or obli anon with respect to (i) the accuracy of the records of DTC or any DTC Participant with respect c 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 reden ption, and (iu) the payment to any DTC Participant or any other person, other than a registered owner of the Commercial Paper Notes, as shown m the Registration Books, of any amount ~ lth respect to principal of or interest on the Commercial Paper Notes. Whenever during the term of the Commercial Paper Notes, the beneficial ownership thereof is determined by a book entry at DTC the requirements m 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 m such case, unless a new book-entry only system is put m place, physical certificates m the form set forth m 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 a book entry at DTC delivery of Commercial Paper Notes for payment at maturity shall be made pursuant to DTC's payment procedures as are m 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, Texas Water and Sewer System Commercial Paper Notes, Series A are hereby authorized to be issued and sold and delivered from time to time m such principal amounts as determined by an Authorized Representative m denominations of $100 000 or in integral multiples of $1 000 m excess thereof, numbered m ascending consecutive numerical order m the order of their 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) io mature after the Maximum Maturity Date or (ii) have a term zn ices oftwo hundred seventy (270) calendar days Interest, if any on Commercial Paper Notes shall be pays: ble at matunt y with principal. Section 2.04 Bank Note Under and pursuant to author ~~~ granted. hereby and subject to the limitations contained herein and in the Agreement, a promrs ~% note to be designated the 'Bank Note is hereby authorized and approved m accordance ~~~ the terms of this Ordinance, the Agreement and the form thereof set forth m the Agreement Section 2.05. Farm of Commercial Paper Notes The Cum~~_ercia~ Paper Notes and the Certificate of Authentication to appear on each of the Commercial Pa}~ Note ,?call be substantially m the forms set forth m Exhibit A to this Ordinance, with such apprapr ~~a`e ns ertions, omissions, substitutions and other variations as are permitted or required by this Orduian. nd may have such letters, numbers or other marks of identification (including identifying nul~~bt:~ s end letters of the Committee on Uniform Securities Identification Procedures of the American Bani.ers Association) and such legends and endorsements thereon as may consistently herewith, bf; ar, o~-ed by an Authorized Representative Any portion of the text of any Commercial Paper Notes ~ y be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Commercial Paper Notes. The Commercial Paper Notes shall be printed, lithographed, or engraved or oduced in any other similar manner or typewritten, all as determined and approved by an A ithorized Representative If Commercial Paper Notes are issued mbook-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 m Exhibit A shall be attached to the Master Note, and rt is hereby declared that the provisions of the Commercial Paper Note as prescribed m 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 on behalf of the City notwithstanding that such individuals or either of them shall cease to hold such offices at the time of the initial sale and delivery of Commercial Paper Notes authorized to be issued hereunder or at the time Commercial Paper Notes are delivered in subsequent sales, exchanges and transfers, all as authorized and provided m Chapter 1201 Texas Government Code 11 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 bymanual signature, or m the case of the Master Note, the Paying Agent/Registrar has executed the Master Note, and the execution of any Commercial Paper Note by the•Paymg Agent/Registrar shall be conclusive evidence, and the only evidence, that such Commercial Paper Note has been duly certified or registered and delivered. Section 2.07 Notes Mutilated Lost, Destroyed or Stolen. If any Note shall become mutilated, the City at the expense of the Holder of said Note, shall execute and deliver a new Note of like tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the City of the Note so mutilated. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft maybe submitted to the Crty and, if such evidence be satisfactory to it and indemnity satisfactory to rt shall be given, the City at the expense ofthe owner shall execute and deliver a new Note of like tenor m 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 amount of Notes which may be issued hereunder but both the original and the duplicate Note shall be treated as one and the same Section 2.08, Ne~otiabilrt~ Registration and Exchan~eabilrty 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 m accepting any of the obligations, shall be conclusively deemed to have agreed that such obligations shall be and have all of the qualities and incidents of a negotiable instrument under the laws of the State of Texas The Registration Books relating to the registration, payment and transfer or exchange of the Commercial Paper Notes shall at all times be kept and maintained by the City at the Designated Oi~ice of the Registrar and the Registrar shall obtain, record and rnaintam m 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 m 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 m 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, m 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 m 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 Crty of like tenor and character and of authorized denorzunations 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 12 Furthermore, Commercial PaperNotes may be exchanged for other Commerc~<l Paper Notes of like tenor and character and of authorized denominations and having the same maaturrty 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 te,~be exchanged at the Designated Office of the Registrar Whenever any Commercial Paper Notes .'re 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, ar ~ furnished by the Crty to the Holder requesting the exchange The City and the Registrar may charge the Noteholder a sum sufficient tc reimburse them for any expenses incurred m making any exchange or transfer after the first such exchange or transfer The Registrar or the Crty may also require payment from the Holder of a s~:m s~ fficient 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 dei~~~ered New Commercial Paper Notes delivered upon any transfer or exchange shall be valid obligations of the Crty 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 m order to comply with applicable laws and regulations of the Umted States m effect at the time of issuance thereof. Section 2.09 ,Series A Note Payment Fund The City Council hereby confirms that rt has created and established with the Issuing and Paying Agent a separate and special fund to be designated as the City of Fort Worth, Texas Water and Sewer System Series A Note Payment Interest and Sinking Fund (the Series A Note Payment Fund') Moneys on deposit m 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 m the Series A Note Payment Fund not then necessary for the purposes thereof may be transferred to the Serves A Note Construction Account (created pursuant to Section 2.11 hereof) upon request of an Authorized Representative Additionally all proceeds of Advances shall be 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 at the direction of the Director of Finance or the designee thereof m Eligible Investments Any income received from such investments shall be 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 Serves A Note Payment Fund. 13 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 Crty agrees to make payments into the Series A Note Payment Fund at such times and m such amounts as are necessary to provide for the full payment of the principal of and the interest on the Notes w'ien due To provide security for the payment of the principal of and interest on the 1` ~ otes and any other amounts due under the Agreement as the same shall become due and payable, the re is hereby granted a hen 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 m the Serves A Note Payment Fund until the amounts deposited therein are' used for authorized purposes, provided, however amounts m the Series ANote Payment Fund attri gable to and derived from Advances shall be used only to pay prior to any application to the laaym ~. ~f the Bank Note, the principal of and interest on the Commercial Paper Notes m full, and (iv) the amounts remaining on deposit m 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 m clauses (i), (ii), (iu) 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 hen on and pledge of the Pledged Revenues, subject only to the provisions of this Ordinance permuting the application thereof for purposes and on the terms and conditions set forth herein, such hen on and pledge of the Pledged Revenues, however being subordinate only to the lien on and pledge of the Pledged Revenues m 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 m the Serves 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" m 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 Crty 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 m said pledge, the Crty agrees to take such measures as rt 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 14 Section 2.11 Serves A Note Construction Account The City Council hereby confirms that it has created and established a separate account hereby de ~gnated as the City of Fort Worth, Texas Water and Sewer System Series A Note Constrt ction Account' (the Series A Note Construction Account') Moneys deposited in the Series AN ate Construction Account shall remain therem until from time to time expended to pay for Project F~osts, and to refund Notes issued m connection with Eligible. Projects and shall not be used for a~ iy other purposes whatsoever except as otherwise provided below and pending such expenditure, oneys m said Account may be invested at the direction of the Director of Finance or the designee hereof m Eligible Investments. Any income received from such investments (except as otherwise required to be rebated to the United States of America m accordance with the provisions of Section 4 06 hereof) shall be deposited, as received, into the System Fund established by the Master Ord~~iance and shall not, for purposes of this Ordinance, be considered an amount held m the Series A Note Construction Account Any amounts on deposit m the Series A Note Construction Account designated by an Authorized Representative as eligible to pay interest during construction and thereafter may be transferred from time to time at the direction of an Authorized Representative to the credit of the Series A Note Payment Fund for use m accordance with the terms of Section 2.09 hereof. Any amounts remaining m the Series ANote 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 m the Series A Note Construction Account not anticipated to be needed to pay Project Costs shall be transferred to the Debt Service Fund established by the Master Ordinance Section 2.12. Cancellation. All Commercial Paper Notes which at maturity are surrendered to the Paying AgentiRegistrar 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 AgentlRegistrar forthwith shall transrrut 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 ofthis 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 m connection with the Notes. Section 2.14 Credit Agreement. The Agreement, substantially m the form attached hereto as Exhibit C is hereby approved, and shall be entered into with the Bank. The form of the Bank Note substantially m the form contained m the Agreement is approved with the interest rate payable thereon to be determined as set forth therem. Any Authorized Representative is hereby authorized to execute and deliver the Credit Agreement, and the City Secretary is authorized to attest and to place the City seal thereon. Section 2.15. Funds Secured. That moneys m all such Funds, to the extent not invested as permitted hereunder shall be secured m the manner prescribed by law for securing funds ofthe City 15 Section 2.16. Application ofPnor 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 m like manner as applicable to the Prior Lien Obligations, provided, however m the event of any conflict between the terms, covenants and agreements contained herein and the terms, covenants and agreements contained m the Master Ordinance and any Supplement thereto the provisions of the Master Ordinance and any Supplement thereto shall control over the provisions hereof. ARTICLE III ISSUANCE AND SALE OF NOTES Section 3.01 Issuance and Sale of Commercial Paper Notes (a) The Commercial Paper Notes shall be completed and delivered by the Issuing and Paying Agent m accordance with telephonic, computer or written instructions of the Authorized Representative and m the manner specified below and m 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 of the Commercial Paper Notes. Such instructions shall include the purchase price of the Commercial Paper Notes, and a request that the Issuing and Paying Agent authenticate such Commercial Paper Notes by counter signature of its authorized officer or employee and deliver them to the named purchaser or purchasers thereof upon receipt of payment m accordance with the custom then prevailing m the New York financial market m 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 ofthe Crty 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~udicial discretion m 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 ofBond Counsel, the stated interest on the Commercial Paper Notes is exempt from federal income taxation. Such instructions shall also certify that (i) no Event ofDefault under Section 5.01 hereof has occurred and as continuing as of the date of such Certificate and that the Issuing and Paying Agent has not received a No-Issuance Notice (as defined m the Credit Agreement) (ii) the Crty 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 m connection with Eligible Projects, 16 (iii) the City is in compliance with the covenants set forth ~~;i 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 anc)~ refunding will not cause the City to be m violation of its covenants set forth m Section 4.Ot; 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 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 m excess of the Maximum Interest Rate (b) The Bank Note shall be or has been delivered to the Bank a~~ 1 c:~ redness may be incurred thereunder m accordance with the terms of the Agreement. Section 3 02. Proceeds of Sale of Commercial Paper Notes The proceeds of t:'~e sale of any Commercial Paper Notes (net of all expenses and costs of sale and issuance} shall be applied for any or all of the following purposes as directed by an Authorized Representative (i) Proceeds to be used for the payment ofPrior Lien Obligations or Subordinated Obligations shall be deposited m such fund or account established by the City Council m the proceedings authorizing the use of Commercial Paper Notes to refinance or refund Pnor 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 m the Series A Note Payment Fund, and expended therefor and (iii) Proceeds not retained m the Series A Note Payment Fund as provided m subparagraph (ii) above shall be transferred and deposited to the Senes ANote Construction Account and used and applied m accordance with the provisions of Section 2.11 hereof. Section 3 03 Issuin and Paying AAg_ent Agreement The Issuing and Paying Agent Agreement by and between the City and the Issuing and Paying Agent, relating to the Commercial Paper Notes, m 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 Crty 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 m order to implement the functions of the Issuing and Paying Agent or Registrar v~nth 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 17 Paper Notes from the City all for a fee to be set forth m said Dealer _<~l;reement, m substantially the form attached to this Ordinance as Exhibit E, is hereby approved, and an~ Authorized Representative is hereby authorized and directed to execute the same for and on beh~ If of the City and the City Secretary is authorized to attest and place the City seal on such instrum~.~nt. ARTICLE IV COVENANTS OF THE CITY Section 4 O1 Limitation on Issuance Unless this Ordinance is ame~~c: ed and modified by the City Council m accordance with the provisions of Section 6.01 hereof, the C~ ~ avenants that there will not be issued and Outstanding at any time under this Ordinance more ar X100 000 000 in principal amount of Commercial Paper Notes For purposes of this Section 4 4 any portion of Outstanding Notes to be paid from money on deposit m the Series A Note Payment ijund 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. Additionally the City covenants and agrees that the total principal amount of all Commercial Paper Notes Outstanding at any one time and the total amount of interest accrued or to accrue thereon shall not exceed the Commitment (as defined m the Agreement) 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 of principal 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 m 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 18 I foregoing covenant, the City agrees that it will not issue any Commercial Paper ~ otes or make any borrowing which will result m a violation of such covenant, will not amend tl ~e Agreement in a manner which will cause a violation of such covenant and, if and to the extent neu;essary to maintain compliance with such covenant, will arrange for new credit or liquidity fa<<ihties pnor to or contemporaneously with, the expiration of the Agreement Section 4 04 Commercial Paper Notes Issued as Bond Anticipation No ties The Crty hereby acknowledges that the Commercial Paper Notes are being issued as bond a~ ~ ,icipation notes, and therefore the Crty m good faith shall endeavor to sell a sufficient principal amount of Prior Lien Obligations or Subordinated Obligations, or a combination thereof, m 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 Crty will punctually pay or cause to be paid the principal of and interest, if any on the Notes (but only from the sources pledged 1lerein), m 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 m 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, m contravention of section 141(b)(2) of the Code (b) to take any action to assure that m the event that the 'private business use described m subsection (a) hereof exceeds 5 percent of the proceeds ofthe Commercial Paper 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 19 deposited into a reserve fund, of any) ns directly or nndirectly used t ~ finance loans to persons, other than state or local governmental unnts, m contravention of se coon 141(c) of the Code, (d) to refrain from taking any action which would otherwise result m the Commercial Paper Notes being treated as 'private activity bond; within .he meaning of section 141(b) of the Code (e) to refrain from taking any action that would result m the Commercial Paper Notes being 'federally guaranteed within the meaning of section 149(b} cif the Code, (f) to refrainn from using any portnon of the proceeds of the Commercial Paper Notes, directly or mdnrectly to acquire or to replace funds which were used, directly or nndnrectly to acquire 'investment property" (as defined m sectnon 148(!:7)(2) of the Code) wlnnch produces a materially higher yneld over the term of the Commercial r'aperNotes, other than investment property acquired wrath (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 m a bona fide debt service fund, wnthm the meaning of sectnon 1 148 1(b) of the Treasury Regulatnons, and (3) amounts deposited nn 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 restrnct the use of the proceeds of the Commercial Paper Notes or amounts treated as proceeds of the Commercial Paper Notes, as may be necessary so that the Commercial Paper Notes do not otherwise contravene the requirements of section 148 of the Code (relatnng to arbntrage) and, to the extent applncable, sectnon 149(d) of the Code (relatnng to advance refundnngs) and (h) to pay to the United States of Amernca at least once durnng each five year period (begnnning on the date of delnvery of the Commercial Paper Notes) an amount that ns at least equal to 90 percent of the 'Excess Earnnngs within the meaning of sectnon 148(f) of the Code, and to pay to the Unnted States of Amernca, not later than 60 days after the Commercial Paper Notes have been paid in full, 100 percent of the amount then required to be pand as a result of Excess Earnnngs under sectnon 148(f) of the Code The Cnty represents and covenants that rat will not expend, or permit to be expended, the proceeds of any Commercial PaperNotes m any manner inconsnstent wrath rats reasonable expectatnons as certified nn a federal tax certificate to be executed from tame to tame with respect to the Commercial Paper Notes, provided, however that the Cnty may expend Commercial Paper Note 20 proceeds m any manner if the Crty first obtains an unqualified opinion of Bond Counsel that such expenditure will not impair the exemption from federal income taxatio~~~ of interest paid on the Commercial Paper Notes. The Crty 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 whc se arbitrage certifications may not be retied upon. The City understands that the term 'proceeds includes disposrti~n proceeds as defined m the Regulations and, m the case of a refunding bond, transferred proc;eec~s (if any} and proceeds of the refunded bonds expended prior to the date of the issuance ofthe Commercial Paper Notes It is the understanding of the Crty that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations or rulings are hereafter dated which modify or expand provisions of the Code, as applicable to the Commercial Paper ;s, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply m 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 ~z~~ch are applicable to the Commercial Paper Notes, the Crty agrees to comply with the additional requirements to the extent necessary m 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 and the Director of Finance to execute any documents, certificates or reports required by the Code, and to make such elections on behalf of the City which may be permitted by the Code as are consistent with the purpose for the issuance of the Commercial Paper Notes In order to facilitate compliance with the above clause (h), a 'Rebate Fund is hereby established by the Crty for the sole benefit of the United States of America, and such Fund shall not be subs ect 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 Eh iblg_ e Pro el cts. The Crty 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 notwrthstandmg, the Crty 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 Crty obtains an opmzon 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 Eh~ible Protects. The City covenants that the property constituting an Eligible Project will not be sold or otherwise disposed m a transaction resulting m the 21 receipt by the City of cash or other compensation, unless the Crty obtains a' ~ opinion ofBond 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 r.~~ortion of the property comprising personal property and disposed of m the ordinary course of business shall not be treated as a transaction resulting m the receipt of cash or other compensation. Section 4 09 Supplemental Ordinances. Other than as permitted hers •in with respect to the issuance or incurrence of additional obligations of the Crty 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 ~f` the Bank. Section 4 10 Onimon ofBond 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 fixrnished to any Holder without cost. In addition, a copy of said opinion may be printed on each of the Commercial Paper Notes. In addition, m connection with the annual updating of the Offering Memorandum (as provided in accordance with Section b.08 hereof) as required by the Dealer Agreement, there may be provided an annual updated opinion ofBond Counsel, at the cost of the City or the Dealer as agreed to m the Dealer Agreement. Section 4 11. On~oin~ Continuing Disclosure Covenant. To the extent required by the provisions of Rule 15c2 12, promulgated by the U S Securities and Exchange Comrrussion, 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 m 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 m the form of Commercial Paper Notes Section 4 12. Rates and Charges The Crty hereby agrees and reaffirms its covenants to the holders of the Prior Lien Obligations, and covenants to the Holder of the Bank Note, that rt 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 m the Master Ordinance) (b) to produce Net Revenues (as defined m the Master Ordinance) for each Fiscal Year at least equal to the Annual Debt Service Requirements (as defined m 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 22 Section 4 13 System Fund. Pursuant to Section 2.1;5 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 its received m the City of Fort Worth, Texas Water and Sewer System Revenue Fund (hereinafter re~erred to as the System Fund'), which shall be kept separate and apart from all other funds of the Crry Revenues received for the System Fund shall be deposited from time to time as received m such bank or banks as may be selected by the City m accordance with applicable laws relating to the selection of Crty deposrtones 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 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 m the order and with the priorities set forth m the Master Ordinance Section 4 15 Reservation ofRi~ht to Issue or Incur Prior Lien Obh~ations and Subordinated Obli ations 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 m right and claim to the hen 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 4.1b. Taxable Obh atg ions The provisions of Section 4 06 of this Ordinance notwithstanding the Crty reserves the ability to issue Commercial PaperNotes m a manner such that such obligations are not obligations described m 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 PaperNotes are so issued, the Authorized Representative is authorized to designate such Commercial PaperNotes m such a manner as to distinguish such Commercial Paper Notes from those Commercial Paper Notes that are issued as obligations described m section 103 (a) of the Code 23 ARTICLE ~ EVENTS OF DEFAULT AND REMEDIES OF NOTED J IJDERS Section 5.01 Events of Default. If one or more of the following ~v~~nts shall occur (a) if default shall be made in the due and punctual. ay~ nent of any installment of prmctpal of any Commercial Paper Note when and as the same Khali become due and payable, whether at maturity as therein expressed, by declaration or othe~~w~ (b) if the Crty shall fail to make due and punctual pay ~nt of any installment of interest on any Commercial Paper Note when and as such inter ~1_mfynt shall become due and payable and such failure shall continue for five (5) Business ~~ay~~ (c) if the principal of the Bank Note (and interest accrued then >o~~l hall become due and payable pnor to the maturity thereof under the Bank Note and the ~.~ cement; (d) if default shall be made by the Crty m the performance or ob rvance of any other of the covenants, agreements or conditions on its part m 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 occurthe dissolution (without a successor being named to assume the rights and obligations) or liquidation of the Crty or the filing by the City of a voluntary petition m bankruptcy or adjudication of the Crty as a bankrupt, or assignment by the Crty for the benefit of its creditors, or the entry by the Crty 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~urisdiction 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 m Ectuity 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 m equity or by action at law whether for the specific performance of any covenant or agreement contained m this Ordinance, or m aid of the exercise of any power granted m this Ordinance, or to enforce any other legal or equitable right vested m 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 24 Notes and the duties of the City shall be enforceable by any Noteholde> >y mandamus or other appropriate suit, action or proceeding in any court of competent ~unsdict~ •r. Section 5.03 Remedies Not Exclusive No remedy herein conferrer L, pon or reserved to the Holders of Notes is intended to be exclusive of any other remedy and eve }~ such remedy shall be cumulative and shall be m addition to every other remedy given hereur: or now or hereafter existing, at law or m equity or by statute or otherwise, and maybe exere~sec ti any time or from time to time, and as often as maybe necessary by the Holder of any one or more f the Notes ARTICLE VI MISCELLANEOUS Section 6.Oi. Amendments or Modifications Without Consent of _., ld~.-s of Notes This Ordinance and the rights and obligations of the Crty and of the Holders of Notes ~~r be modified or amended at any time by a supplemental ordinance, without notice to or t e~~t of any Noteholders, but only to the extent permitted bylaw 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 Crty this Ordinance contained, other covenants and agreements thereafter to be observed, or i ~ surrender any right or power herein reserved to or conferred upon the City (2) to cure any amb~gu~ty or inconsistency or to cure or correct any defective provision contained m 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 m 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 m the provisions hereof as the Crty 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 m the maturity of any ofthe Outstanding Commercial Paper Notes, 25 (2) Reduce the rate ofinterest borne by any c f h Outstanding Commercial Paper Notes, (3) Reduce the amount of the principal pr.~ yal~le on any of the Outstanding Commercial Paper Notes, (4) Modify the terms of payment of al of or interest on the Outstanding Commercial Paper Notes, or impose any co ;i.h pect to such payment, (5) Affect the rights of the Holders of less tha ~ ~fthe Outstanding Commercial Paper Notes, or (6) Reduce or restrict the pledge made pursua.l7i: tc; Se~~tiop~ 2 10 hereof for payment of the Commercial Paper Notes, and provided, further that no change, modification or amendment shall tie tY~is Ordinance or become valid and effective (i) without the approval of such change, modification crr Fnendment by the Attorney General of the State of Texas, to the extent required by the Act and (~ without the written consent of the Bank. Section 6.02. Additional Actions Any Authorized Representative, the City Secret ry and the other officers ofthe City each are hereby authorized and directed, ~omtly and severally to ao any and all things and to execute and deliver any and all documents which they may deem necessary or advisable m order to consummate the issuance, sale and delivery of the Notes and otherwise to effectuate the purposes ofthis 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 m 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 m this Ordinance by the City and the covenants and agreements set forth m 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 m or perrrutted 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 26 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 m 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 of principal of and interest on the Commercial Paper Notes, need not be made on such day but may be performed or paid, as the case maybe, on the next succeeding Business Day with the same force and effect as if made on the date of performance or payment. Section 6.06. Defeasance If, when all or any portion of the Commercial. Paper Notes shall have become due and payable in accordance with their terms or otherwise as provided m 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 anal 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 Crty with respect to said Commercial Paper Notes, the pledge herein created with respect to said Commercial Paper Notes shall thereupon cease, terminate and become discharged and said Commercial Paper Notes shall no longer be deemed outstanding for purposes of this Ordinance and all the provisions of this Ordinance relating to the Commercial Paper Notes, including all covenants, agreements, hens and pledges made herein for the benefit thereof, shall be deemed duly discharged, satisfied and released. Section 6.07 Limitation ofBenefits with respect to the Ordinance With the exception ofthe 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 m respect to this Ordinance or any covenant, condition, stipulation, promise, agreement or provision herein contained. This Ordinance and all of the covenants, conditions, stipulations, prorruses, 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 Offerm~ 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 m the reasonable judgment ofthe Dealer be necessary to update, on an annual basis, the Offering Memorandum. 27 Section 6.09 Approval of Attorney General The Authorized Represe. ~ ative shall submit this Ordinance and a transcript of proceedings related thereto to the Attomey Genes 3~ of the State of Texas for approval, as required by the Act. No Notes herein authorized to be issued sha 1 be sold or delivered by an Authonzed Representarive until the Attorney General of the State of Texas s call have approved this Ordinance, the Agreement and other agreements and proceedings as may be r. equired in connection therewith, all as required by the Act. Section 6.10. Preamble. The preamble to this Ordinance shall be co., ;iciered an integral part of this Ordinance, and is herein incorporated as part of the body of this Ordin~.r.4 for all purposes. 5eetion b.ll. Amendment and Restatement. The Commercial ?rt-r Ordinance is hereby amended, restated, superseded and replaced in its enttrety bythts Ordinance. A11 ions heretofore taken with respect to the Notes are hereby confirmed. Section 6.12. Immediate Effect. This Ordinance shall be effective immediai~~ ~ and after its passage in accordance with the provisions of Section 1201 028, Texas Govemment Code Section 6.13. Open Meeting. It is hereby officially found and determined that the at whichthis Ordinance was passed was open to the public, and public notice ofthe tune, place dose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amei~~l:.~l PASSED AND APPROVED the 30th day of March, 2004 Mayor City of) ort Worth, ATTES'T' Acting ity Secretary City of Fort Worth, Texas (SEAL) 28 Form of Commercial Paper Note UNITED STATES OF AMERICA STATE OF TEXAS CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM COMMERCIAL PAPER NOTE, SERIES A No Principal Amount Interest to Maturity Due at Maturity Owner Note Date __ Maturity Date _ _ Number of Days - Interest Rate (%) ~\, 1 The City of Fort Worth (the Crty"), m Tarrant and Denton Counties, State of Texas, FOR VALUE RECEIVED hereby promises to pay solely from the sources hereinafter rcientified and as hereinafter stated, to the order of the party specified above on the maturity date spc°clfied 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 m 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 m 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 Crty for the purpose of financing Project Costs of Eligible Projects for the System, to refund obligations issued m 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, m accordance with the provisions of the Ordinance, all m 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 Crty and the Bank pursuant to which the Bank has agreed to provide hqu~drty to the City under the terms and conditions set forth therein, 29 which advances are to be evidenced by a Bank Note, and (iii} am o~.mts m certa;n funds established pursuant to the Ordinance This Commercial Paper Note, together with the other Comrl7ercial Pap+ x Notes, is payable solely from the sources heremabove identified securing the payment tihereof, nd the Commercial Paper Notes do not constitute a legal or equitable pledge, charge, lien or encumbrance upon any other property of the Crty 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 t o and in the issuance of this Commercial Paper Note, do exist, have happened and have beer r ruled ~n regular and m due time, form and manner as required by law and that the issuance of tl~.., ~., n~ rcial Paper Note,, together with all other Commercial Paper Notes, is not m excess of the ~_rrinc~pal amount of Commercial Paper Notes permitted to be issued under the Ordinance This Commercial Paper Note has all the qualities and incidents of a negot~a?. n,t:z!ment 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 m 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 xxxxxxxx City Secretary City of Fort Worth xxxxxxxx Mayor City of Fort Worth APPROVED AS TO FORM AND LEGALITY xxxxxxxx City Attorney City of Fort Worth (SEAL) 30 ISSUING AND PAYING AGE BIT'S CERTIFICATE OF AUTHENTIC ~TION This Commercial Paper Note is one of the Commercial P per Notes delivered pursuant to the wrthm mentioned Ordinance U S BANK TR ~ T NATIONAL ASSOCIATION as Issl: ~~ id Paying Agent By - - Authorized Si~~ ro_ry 31 THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Sylvia Glover ActmgCrtySecretaryofthe CrtyofFort Worth, mthe 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 Crty of Fort Worth, Texas held on March 30 2004 and of Ordinance No ~ which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said ordinance. Said meeting was open to the public, and public nonce of the tune, place, and purpose of said meeting was given, all as requu-ed by Chapter 551 Texas Government Code, as amended. In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 30th day of March, 2004 ~~ ~ ~ Acting ity Secretary of the ~' ~ City o Fort Worth, Texas ~,n- .,,, ',~ . .(SEAL) ~~ ~ fir ~t r 1.~- THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH On the 30th dayofMarch, 2004 the CityCouncil ofthe CrtyofFort Worth, "I'e ; metuiregular, open, public meeting inthe City Council Chamber in the City Hall wrththe following ~e wit: Mike Moncrief, Mayor Jim Lane, Chuck Silcox, Becky Haskin, Frank Moss, Clyde Picht, Councilmembers, John Stevenson, Ralph McCloud, Wendy Davis, Gary Jackson, City Manager, David Yett, City Attorney Sylvia Glover, Acting City Secretary Jim Keyes, Director of Finance present, to- thus constituting more than a quorum present; and after the City Council had transacted certain business, the following business was transacted, to-wit: Councilmember ~~ introduced an ordinance and moved its passage. The motion was seconded by Councilmember j~~t~~- The Ordinance was read by the Acting City Secretary The mofion, carrying with rt the passage of the ordinance prevailed by a vote of YEAS, (NAYS. The ordinance as passed is as follows: 0~ 15 04A70 ?g ACV D .~ City of Fort Worth, Texas Mayor and Council Communication s COUNCIL ACTION Approved on 3/30/2004 Ordinance No 15936 and 15937 DATE Tuesday March 30 2004 LOG NAME 13PAPER REFERENCE NO *C-20015 SUBJECT 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 $100 000 000 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 OfFcers 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 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 $100 000 000 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 appropriations in the Water and Sewer Commercial Paper Funds by $25 000 000 00 DISCUSSION Approval of this M&C will reauthorize the Water and Sewer Commercial Paper Program make available an. additional $25 000 000 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 City's financial advisors and the City staff are recommending that Lehman Brothers be retained to market any notes that may be issued Bank of America, with the highest short-term credit ratings available has been selected to provide the liquidity facility and U S Bank Trust National Association will be utilized as the Issuing/Paying Agent, if required FISCAL INFORMATION/CERTIFICATION The Director of the Department of Finance 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 Funds. Logname• 13PAPER Page 1 of 2 ,~ F TO Fund/Account/Centers P164 488102 060164015901 $25,000.000.00 P164 541200 060164015901 $25,000.000.00 FROM Fund/Account/Centers Submitted for City Manager's Office by, Charles Boswell (8511) Originating Department Head. Jiro Keyes (8517) Additional Information Contact: Jirm Keyes (8517) Logname• 13PAPER Page 2 of 2