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HomeMy WebLinkAboutOrdinance 13457Draft 5/18/98 ORDINANCE NO 13 ~ 5 AN ORDINANCE approving and authorizing the issuance of commercial paper notes m an aggregate principal .amount at any one time outstanding not to exceed $75,000,000 to provide interim financing to pay Protect Costs for Eligible Protects and to refund obligations issued in connection wrth an Eligible Protect; authorizing such short term obligations to be issued, sold and delivered m various forms, including commercial paper notes and a bank note, and prescribing the terms, features and characteristics of such instruments, approving and authorizing certain authorized officers and employees to act on behalf of the City in the selling and delivery of such short term obligations, within the hrrutations and procedures specified herein, making certain covenants and agreements in connection therewith, providing for the levy, assessment and collection of a tax sufficient to pay the interest on commercial paper notes and a bank note and to create a sinking fund for the redemption of a bank note, resolving other matters incident and related to the issuance, sale, security and delivery of commercial paper notes, including the approval of an Issuing and Paying Agent Agreement, a Credit Agreement and a Dealer Agreement; approving the use of an Offering Memorandum m connection with the sale from time to time of such short term obligations, 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 "Crty" or the "Issuer") is a "Home-Rule City", acting as such under the Constitution and laws of the State of Texas, and has a population in excess of 90,000, and WHEREAS, the citizens of the Crty have authorized at elections previously held m the Crty that general purpose bonds of the Crty may be sold, wrth the dates of election, amount of bonds authorized thereat, purpose, and amount of bonds previously sold being as follows DATE OF AMOUNT ELECTION AUTHORIZED PURPOSE March 22, 1986 $ 5,750,000 Public Safety Improvements March 22, 1986 16,650,000 Park &Rec Improvements November 3, 1993 60,000,000 Street Improvements February 7, 1998 80,000,000 Street Improvements February 7, 1998 20,700,000 Conv Ctr Improvements February 7, 1998 11,800,000 Park &Rec. Improvements February 7, 1998 4,800,000 Public Safety Improvements February 7, 1998 2,700,000 Library Improvements $202,400,000 AMOUNT PREVIOUSLY SOLD $ 5,110,000 15,997,000 44,365,000 0 0 0 0 0 $65,472,000 WHEREAS, the City Council ofthe Crty hereby determines to issue its short term obligations pursuant to the provisions of Article 717q, V.A.T C S (the "Act"), to provide interim financing for one or more projects described m the preceding paragraph of this Ordinance; and WHEREAS, such short term obligations proposed to be issued pursuant to this Ordinance constitute bond anticipation notes which the City intends to fund through the issuance of obligations of the City payable from ad valorem taxes; and WHEREAS, arrangements relating to such interim financing have been settled and the City Council hereby finds and deternnes that the issuance of short term obligations, including commercial paper notes and a bank note, subject to the terms, conditions and limitations hereinafter prescribed, should be approved and authorized at this time, NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS ARTICLE I DEFINITIONS Section 1.01. Defimt~ons. Unless the context shall indicate a contrary meaning or intent, the terms below defined, for all purposes ofthis ordinance or any ordinance amendatory or supplemental hereto, shall be construed,. are used and are intended to have the following meanings, to-wit "Advance" shall mean a loan made under and subject to the conditions set forth in the Agreement. "Agreement" or "Credit Agreement" shall mean the Credit Agreement approved and authorized to be entered into by Section 2.15 hereof, as from time to time amended or supplemented, or other credit facility provided in lieu thereof in accordance with the provisions of Section 4 03 hereof "Authorized but Unissued Amount" shall mean $136,928,000, provided, that such amount shall be reduced by the principal amount of Bonds issued pursuant to the Elective Authority (i) to refund Commercial Paper Notes and (ii) to fund projects approved by the voters pursuant to the Elective Authority "Authorized Representative" shall mean one or more of the following officers or employees of the Crty, acting in concert or individually, to-wit the Mayor, the City Manager, any Assistant City Manager, the Director ofFiscal Services, the City Treasurer, or such other officer or employee ofthe Crty designated m wasting by the City Manager, as approved by the Crty Council, to act as an Authorized Representative "Available Tax Revenues" shall mean the ad valorem taxes collected by the City m a Fiscal Year, including ad valorem taxes deposited to the credit of the City's General Fund and cash reserves maintained by the Crty "Bank" shall mean Westdeutsche Landesbank Cnrozentrale, acting through its New York Branch, or any subsequent or succeeding party to the Agreement. "Bank Note" shall mean the promissory note issued pursuant to the provisions of this Ordinance and the Agreement in evidence of Advances made by the Bank under the Agreement, having the terms and characteristics contained therein and issued in 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 of tax-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 Crty to serve as Bond Counsel with respect to the issuance of Commercial Paper Notes under this Ordinance "Bonds" shall mean a series or issue of bonds, notes or similar obligations (other than the Notes or the Agreement (including the Bank Note)) issued by the City subsequent to the date of passage of this Ordinance, which bonds, notes or similar obligations are payable from ad valorem taxes levied and collected by the City "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. 3 "Calculation Date" shall mean (i) the date of issuaricd of Commercial Paper Notes under this Ordinance, (ii) October 1 of each year until the Maximum Maturity Date, and (iii) the date of delivery of any Bonds issued for the purpose of refunding outstanding Commercial Paper Notes. "City" or "Issuer" shall mean the City of Fort Worth, Texas "City Council" shall mean the governing body of the City "Code" shall mean the Internal Revenue Code of 1986, as amended. "Commercial Paper Note" shall mean a note issued pursuant to the provisions of this Ordinance, having the terms and characteristics specified in Section 2.03 hereof and m the form described in Section 2.05 hereof "Dealer" shall mean the entities so designated m the Dealer Agreement. "Dealer Agreement" shall mean the Dealer Agreement approved and authorized to be entered into by Section 3 04 hereof, as from time to time amended or supplemented. "Designated Office" shall mean the corporate trust office of the Issuing and Paying Agent where Commercial Paper Notes must be presented and delivered for receipt of payment of the principal amount thereof. "DTC" shall mean The Depository Trust Company or any substitute securities depository appointed pursuant to this Ordinance, or any nominee thereof. "DTC Participant" shall mean a member of, or the participant m, DTC that will act on behalf of a Holder "Elective Authority" shall mean the authorized but umssued bonds approved at the elections and for the purposes described in the preamble to this Ordinance "Eligible Investments" shall mean any or all of the authorized investments described in the Public Funds Investment Act of 1987, Chapter 2256, Texas Government Code, m which the City may purchase, sell and invest its funds and funds under its control, and provided further, that Eligible Investments shall specifically include, with respect to the investment of proceeds of any Commercial Paper Notes, guaranteed investment contracts fully collateralized by direct obligations of the Umted States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. "Eligible Project" shall mean any project for which there exists authorized but unissued obligations approved by a majority of the voters of the City at elections held on March 22, 1986, November 2, 1993 and February 7, 1998 for the purpose of authorizing the issuance of such obligations, as well as any projects approved at future election, subject, however, to the provisions of Sections 6.01 and 6.09 hereof. Those projects for which voter authorization has been granted are described in the preamble to this Ordinance "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 "Holder" or "Noteholder" shall mean any person, firm, association, or corporation who is in possession of any Note drawn, issued or endorsed to such person, firm, association or corporation or to the order of such person, firm, association or corporation or to bearer or in blank. "Issuing and Paying Agent", "Paying Agent/Registrar" or "Registrar" shall mean the agent appointed pursuant to Section 2.02 hereof, or any successor to such agent. "Issuing and Paying Agent Agreement" shall mean the agreement approved and authorized to be entered into by Section 3 03 hereof, as from time to time amended or supplemented. "Master Note" shall mean the "Master Note" as defined in Section 2.02 hereof. "Maximum Interest Payable" shall mean, as of any Calculation Date, the amount of interest to be payable in the Fiscal Year in which the Calculation Date occurs, calculated at the Maximum Interest Rate, on the principal amount of Commercial Paper Notes outstanding as of the Calculation Date. In making this calculation, the principal amount of Commercial Paper Notes outstanding as of the Calculation Date shall be presumed to remain outstanding throughout the Fiscal Year "Maximum Interest Rate" shall mean 12% per annum. "Maximum Maturity Date" shall mean ten years following the date of passage of this Ordinance "Note" or "Notes" shall mean the evidences of indebtedness authorized to be issued and at any time outstanding pursuant to this Ordinance and shall include Commercial Paper Notes (including the Master Note), notes in such form or forms as shall be approved by the City Council in an ordinance amending this Ordinance, or the Bank Note, as appropriate "Offering Memorandum" shall mean the Offering Memorandum relating to the Notes. "Project Costs" shall mean all costs and expenses incurred in relation to Eligible Projects, including without hmrtation design, planning, engineering and legal costs, acquisition costs of land, interests in land, rights-of--way and easements, construction costs, costs ofmachinery, equipment, and 5 other capital assets incident and related to the operation; maintenance, and administration of an Eligible Project, financing costs, including interest during construction and thereafter, underwriter's discount and/or fees for legal, financial, and other professional services, and reimbursement for such Project Costs attributable to Eligible Projects incurred prior to the issuance of any Commercial Paper Notes. hereof. hereof. "System B Note Clearance Account" shall mean the account so designated in Section 2.09 "Series B Note Construction Account" shall mean the account so designated m Section 2.12 "Series B Note Payment Fund" shall mean the fund so designated in Section 2.10 hereof. Section 1 02. Construction of Terms Utilized in this Ordinance If appropriate m 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 Certain terms not defined herein shall have the meaning given said terms in the Credit Agreement. ARTICLE II AUTHORIZATION OF NOTES Section 2.01 General Authorization. Pursuant to authority conferred by and 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 SEVENTY-FIVE MILLION DOLLARS (75,000,000) at any one time outstanding for the purpose of financing Project Costs of Eligible Projects and to refinance, renew or refund Notes, including interest thereon, all m accordance with and subject to the terms, conditions, and limitations contained herein, and a Bank Note shall be and is hereby authorized to be issued in the initial aggregate principal amount of EIGHTY ONE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($81,750,000) at any one time outstanding for the purpose of evidencing Advances to retire Commercial Paper Notes, all in accordance with and subject to the terms, conditions and limitations contained herein and, with respect to the Bank Note, the Agreement. For purposes of this Section 2.01, any portion of outstanding Notes to be paid from money on deposit in the Series B Note Payment Fund and from the available proceeds of Notes or Bonds 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 time no Commercial Paper Notes outstanding. 6 Anything m this Ordinance to the contrary notwithstanding, inconnection with the refinancing or refunding of Notes, such Notes shall qualify as "obligations", as such term is defined m the Act at the time any such refinancing or refunding occurs Further, any such refunding or refinancing, other than a simultaneous refunding, of Notes, 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 Notes to be so refunded or refinanced shall be selected by the governing body of the Crty Section 2.02. Terms Applicable to Notes -General. Subject to the limitations contained herein, Commercial Paper Notes herein authorized shall be dated as of their date of issuance or prior thereto, but within 30 days ofthe 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 on a 360-day year (but in no event in any case to exceed the Maximum Interest Rate) as may be 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 hmrtations contained herein, as shall be determined by an Authorized Representative Subject to applicable terms, limitations and procedures contained herein, Commercial Paper Notes maybe sold in such manner at public or private sale and at par or at such discount (wrthm the interest rate and yield restrictions provided herein) as an Authorized Representative shall approve at the time of the sale thereof. The Commercial Paper Notes shall be issued in registered form, without coupons, provided, however, Commercial Paper Notes may be registered to bearer The principal of and interest on the Commercial Paper Notes shall be payable in lawful money of the United States of America, without exchange or collection charges to the Holder of the Commercial Paper Note, the principal thereof to be payable upon presentation and surrender of the Commercial Paper Note at the Designated Office of the Issuing and Paying Agent and interest thereon to be payable to the registered owner thereof (when registered other than to .bearer) either (i) by check sent by United States Mail, first class postage prepaid, to the address of the registered owner appearing on the Registration Books of the City maintained by the Registrar or (ii) by such other method, acceptable to the Issuing and Paying Agent, requested by the Holder, but interest on a Commercial Paper Note registered to bearer shall be payable only upon presentation of the Commercial Paper Note at the Designated Office of the Issuing and Paying Agent. The selection and appointment of U S Bank Trust National Association to serve as Issuing and Paying Agent, Paying Agent/Registrar and Registrar for the Commercial Paper Notes is hereby confirmed and the Crty covenants and agrees to keep and maintain with the Registrar at its Designated Office books and records (the "Registration Books") for the registration, payment, transfer and exchange of the Commercial Paper Notes, all as provided herein and such reasonable rules and regulations as the Registrar may prescribe The City covenants to maintain and provide a 7 Registrar at all times while the Commercial Paper Notes are outstanding, which shall be a national or state banking association or corporation or trust company organized and doing business under the laws of the United States of America or of any state and authorized under such laws to exercise trust powers. Should a change m the Paying Agent/Registrar for the Commercial Paper Notes occur, the City agrees to promptly cause a written notice thereof to be (i) sent to each registered owner of the Commercial Paper Notes then outstanding by United States Mail, first class postage prepaid and (ii) published in a financial newspaper or journal of general circulation in The City of New York, New York, once during each calendar week for at least two calendar weeks, provided, however, the publication of such notice shall not be required if notice is sent to each Holder of the Commercial Paper Notes Such notice shall give the address of the successor Paying Agent/Registrar A successor Paying Agent/Registrar maybe appointed by the City without the consent of the Holders A copy of the Registration Books and any change thereto shall be provided to the Crty by the Paying Agent/Registrar, by means of telecommunications equipment or such other means as maybe mutually agreeable thereto, within two Business Days of the opening of such Registration Books or any change therein, as the case may be The Crty 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 Crty 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 Crty, 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 Under the initial book-entry only system with DTC, (i) no physical Commercial Paper Note certificates will be delivered to DTC and (ii) the Crty 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 m Exhibit D 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 initial securities depository for the Commercial Paper Notes. Ownership of beneficial interests in the Commercial Paper Notes shall be shown bybook-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 bybook-entry, and the City and the Issuing and Paying Agent shall have no responsibility therefor DTC will be required to maintain records ofthe positions ofthe DTC participants in the Commercial Paper Notes, and the DTC Participants and persons acting through the DTC participants will be required to maintain records of the purchasers of beneficial interests m the Commercial Paper Notes During any period when abook-entry only system is in effect, except as provided above in this paragraph, the Commercial Paper Notes shall not be transferable or exchangeable, except for transfer to another securities depository or to another nominee of a securities depository 8 With respect to Commercial Paper Notes registered in the name of DTC or its nominee, neither the City nor the Issuing and Paying Agent shall have any responsibility or obligation to any DTC Participant or to any person on whose behalf a DTC Participant holds an interest in the Commercial Paper Notes. Without limiting the immediately preceding sentence, neither the City nor the Issuing and Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or any DTC Participant with respect to any ownership interest in the Commercial Paper Notes, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of the Commercial Paper Notes, as shown on the Registration Books, of any notice with respect to the Commercial Paper Notes, including any notice of redemption, and (iii) the payment to any DTC Participant or any other person, other than a registered owner of the Commercial Paper Notes, as shown in the Registration Books, of any amount with respect to principal of and 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 in such case, unless a new book-entry only system is put in place, physical certificates in the form set forth in Section 2.05 shall be provided to the beneficial owners thereof. If at any time, DTC ceases to hold the Commercial Paper Notes, all references herein to DTC shall be of no further force or effect. Whenever the beneficial ownership of the Commercial Paper Notes is determined by 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 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 General Purpose Commercial Paper Notes, Series B" are hereby authorized to be issued and sold and delivered from time to time in such principal amounts as deterrruned by an Authorized Representative m denominations of $100,000 or in integral multiples of $1,000 m excess thereof, numbered in ascending consecutive numerical order in the order of their issuance and to mature and become due and payable on such dates as an Authorized Representative shall determine at the time of sale, provided, however, that no Commercial Paper Note shall (i) mature after the Maximum Maturity Date or (ii) have a term in excess of two hundred seventy (270) calendar days. Interest, if any, on Commercial Paper Notes shall be payable at maturity with principal 9 Section 2.04 Bank Note Under and pursuant to authority granted hereby and subject to the limitations contained herein and m the Agreement, a promissory note to be designated as the "Bank Note" is hereby authorized and approved to accordance with the terms of this Ordinance, the Agreement and the form thereof set forth in the Agreement Section 2.05. Form of Commercial Paper Notes The Commercial Paper Notes and the Certificate of Authentication to appear on each of the Commercial Paper Notes shall be substantially in the forms set forth m this section with such appropriate insertions, omissions, substitutions and other variations as are permitted or required by this Ordinance and may have such letters, numbers or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures ofthe American Bankers Association) and such legends and endorsements thereon as may, consistently herewith, be approved by an Authorized Representative Any portion of the text of any Commercial Paper Notes may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Commercial Paper Notes The Commercial Paper Notes shall be printed, lithographed, or engraved or produced m any other similar manner, or typewritten, all as determined and approved by an Authorized Representative Form of Commercial Paper Note UNITED STATES OF AMERICA STATE OF TEXAS CITY OF FORT WORTH, TEXAS GENERAL PURPOSE COMMERCIAL PAPER NOTE, SERIES B No Principal Amount Interest to Maturity Due at Matunty• Owner Note Date Maturity Date Number of Days Interest Rate (%) The City of Fort Worth (the "City"), in Tarrant and Denton Counties, State of Texas, FOR VALUE RECEIVED, hereby promises to pay to the order of the party specified above on the maturity date specified above, the principal sum specified above and to pay interest, if any, on said principal amount at sand 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 360-day year), 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. 10 This Note is one of an issue of commercial paper notes (the "Commercial Paper Notes") which, together with other forms of short term obligations, including the below referenced Bank Note, has been duly authorized and issued in accordance with the provisions of an ordinance (the "Ordinance") passed by the Crty Council of the City for the purpose of financing Project Costs of Eligible Projects (as defined m the Ordinance), to refund obligations issued m connection wrth an Eligible Project, and to refinance, renew or refund Notes (as defined in the Ordinance), including interest thereon, in accordance with the provisions of the Ordinance, all in accordance and in strict conformity with the provisions of Article 717q, V A.T C S , as amended (the "Act") The principal of this Commercial Paper Note, together with the principal of 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 Bonds (as defined m the Ordinance) to be issued by the City pursuant to the Elective Authority (as defined in the Ordinance) for such purpose, (ii) advances under and pursuant to the Credit Agreement between the City and the Bank (as defined in the Ordinance) pursuant to which the Bank has agreed to provide credit to the Crty under the terms and conditions set forth therein, which advances are to be evidenced by a Bank Note (as defined m said Credit Agreement), and (iii) amounts in certain funds established pursuant to the Ordinance In addition, the interest on the Commercial Paper Notes shall be payable from and equally secured by a lien on and pledge of the Available Tax Revenues (as defined m the Ordinance) It is hereby certified and recited that all acts, conditions and things required by law and the Ordinance to exist, to have happened and to have been performed precedent to and m the issuance of this Commercial Paper Note, do exist, have happened and have been performed m regular and m due time, form and manner as required bylaw and that the issuance of this Commercial Paper Note, together wrth all other Commercial Paper Notes, is not m excess of the principal amount of Commercial Paper Notes permitted to be issued under the Ordinance, that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to the payment ofthe interest on this Commercial Paper Note, together wrth the other Commercial Paper Notes, and that the total indebtedness of said Crty of Fort Worth, Texas, does not exceed any constitutional, statutory or charter limitation. This Commercial Paper Note has all the qualities and incidents of a negotiable instrument under the laws of the State of Texas This Commercial Paper Note shall not be entitled to any benefit under the Ordinance or be valid or become obligatory for any purpose until this Commercial Paper Note shall have been authenticated by the execution by the Issuing and Paying Agent of the Certificate of Authentication hereon. 11 IN TESTIMONY WHEREOF, the City Council has caused the seal of the City to be duly impressed or placed in facsimile hereon, and this Note to be signed with the imprinted facsimile signature of the Mayor, attested by the facsimile signature of the City Secretary and approved as to form and legality by the facsimile signature of the City Attorney xxxxxxxx Crty Secretary, Crty of Fort Worth xxxxxxxx Mayor, City of Fort Worth APPROVED AS TO FORM AND LEGALITY xxxxxxxx Crty Attorney, Crty of Fort Worth (SEAL) ISSUING AND PAYING AGENT'S CERTIFICATE OF AUTHENTICATION This Commercial Paper Note is one ofthe Commercial Paper Notes delivered pursuant to the within mentioned Ordinance. U S Bank Trust National Association, as Issuing and Paying Agent By~ Authorized Signatory If Commercial Paper Notes are issued inbook-entry only form pursuant to Section 2.02, they shall be issued in the form of a Master Note in substantially the form attached hereto as Exhibit D, to which there shall be attached the form of Commercial Paper Note as prescribed above, and rt is hereby declared that the provisions of the Commercial Paper Note as prescribed above are incorporated into and shall be a part of the Master Note. It is further provided that this Ordinance and the form of Commercial Paper Note prescribed above shall constitute the "underlying records" referred to m 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 Mayor or the Mayor Pro-Tem. 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 12 or impressed thereon, and approved as to form and legality by the City Attorney, all as provided in Section 2.05 hereof. The signature of said officers on the Notes may be manual or facsimile 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 imtial sale and delivery of Notes authorized to be issued hereunder and with respect to Notes delivered in subsequent sales, exchanges and transfers, all as authorized and provided in the Bond Procedures Act of 1981, as amended (Article 717k-6, V A.T C S ) 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 ofthe Master Note, the Paying Agent/Registrar has executed the Master Note, and the execution of any Commercial Paper Note (including the Master Note) by the Paying Agent/Registrar shall be conclusive evidence, and the only evidence, that such Commercial Paper Note has been duly certified or registered and delivered Section 2.07 Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated, the Crty, 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 rt and indemnity satisfactory to rt shall be given, the City, at the expense of the owner, shall execute and deliver a new Note of like tenor in lieu of and m substitution for the Note so lost, destroyed or stolen. Neither the Crty 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 deterrrumng 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~~istration and Exchan~eabihty The obligations issued hereunder shall be, and shall have all of the qualities and incidents of, a negotiable instrument under the laws of the State of Texas, and each successive holder, in accepting any of the obligations, shall be conclusively deemed to have agreed that such obligations shall be and have all of the qualities and incidents of a negotiable instrument under the laws of the State of Texas. The Registration Books relating to the registration, payment and transfer or exchange of the Commercial Paper Notes shall at all times be kept and maintained by the Crty at the Designated Office of the Registrar, and the Registrar shall obtain, record and maintain in the Registration Books the name and address of each. registered owner of the Commercial Paper Notes, except for Commercial Paper Notes registered to bearer, issued under and pursuant to the provisions of this Ordinance, and the Registrar further shall provide such information to the Crty as described in Section 2.02 hereof. Any Commercial Paper Note may, in accordance with its terms and the terms hereof, be transferred or exchanged for Commercial Paper Notes of like tenor and character and of other authorized denominations upon the Registration Books by the Holder in person or by his duly authorized agent, 13 upon surrender of such Commercial Paper Note to the Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Registrar Upon surrender for transfer of any Commercial Paper Note at the Designated Office of the Registrar, the Registrar shall register and deliver, in the name of the designated transferee or transferees (or to bearer, as appropriate), one or more new Commercial Paper Notes executed on behalf of, and furnished by, the City of like tenor and character and of authorized denominations and having the same maturity, bearing interest at the same rate and of a like aggregate principal amount as the Commercial Paper Note or Commercial Paper Notes surrendered for transfer Furthermore, Commercial Paper Notes may be exchanged for other Commercial Paper Notes of like tenor and character and of authorized denominations and having the same maturity, bearing the same rate of interest and of like aggregate principal amount as the Commercial Paper Notes surrendered for exchange, upon surrender of the Commercial Paper Notes to be exchanged at the Designated Office of the Registrar Whenever any Commercial Paper Notes are so surrendered for exchange, the Registrar shall register and deliver new Commercial Paper Notes of like tenor and character as the Commercial Paper Notes exchanged, executed on behalf of, and furnished by, the City to the Holder requesting the exchange The City and the Registrar may charge the Noteholder a sum sufficient to reimburse them for any expenses incurred m making any exchange or transfer after the first such exchange or transfer The Registrar or the City may also require payment from the Holder of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto Such charges and expenses shall be paid before any .such new Commercial Paper Note shall be delivered. New Commercial Paper Notes delivered upon any transfer or exchange shall be valid obligations of the City, evidencing the same debt as the Commercial Paper Notes surrendered, shall be secured by this Ordinance and shall be entitled to all of the security and benefits hereof to the same extent as the Commercial Paper Notes surrendered. The Crty reserves the right to change the above registration and transferability provisions of the Commercial Paper Notes at any time on or poor to the delivery thereof m order to comply with applicable laws and regulations of the United States m effect at the time of issuance thereof. Section 2.09 Series B Note Clearance Account There is hereby created and established on the books of the City a separate account hereby designated as the "City of Fort Worth, Texas General Purpose Series B Note Clearance Account" (the "Serves B Note Clearance Account") At the close of business on each Calculation Date, the City shall cause to be credited to the Series B Note Clearance Account from Available Tax Revenues an amount equal to the Maximum Interest Payable The Available Tax Revenues so credited to the Series B Note Clearance Account shall be transferred to the Series B Note Payment Fund and used to pay, when due, interest on the maturing Commercial Paper Notes, as provided in Section 2.10 hereof. Pending transfer to the Series B Note Payment Fund for authorized purposes, Available Tax Revenues so credited to the Series B Note t~ Clearance Account may be invested at the direction of the Director ofFiscal Services or the designee thereof in Eligible Investments Section 2.10 Series B Note Payment Fund. There is hereby created and established with the Issuing and Paying Agent a separate and special fund to be designated as the "City of Fort Worth, Texas General Purpose Series B Note Payment Interest and Sinking Fund" (the "Series B Note Payment Fund") Moneys on deposit in the Series B Note Payment Fund shall be used to pay principal of and interest on Commercial Paper Notes at the respective interest payment, maturity dates or redemption dates (if any) of each issue thereof as provided herein and the repayment of any Advances and term loans made pursuant to the Agreement (evidenced by any Bank Note) Additionally all proceeds of Advances shall be deposited into the Series B Note Payment Fund and used to pay the principal of and interest on the Commercial Paper Notes Pending the expenditure of moneys in the Series B Note Payment Fund for authorized purposes, moneys deposited in said Fund may be invested at the direction of the Director of Fiscal Services or the designee thereof m Eligible Investments Section 2.11 Pledge, Payments The Notes are obligations of the Crty payable from and secured solely by the funds pledged therefor pursuant to this Ordinance The Crty agrees to make payments into the Series B Note Payment Fund at such times and in such amounts as are necessary to provide for the full payment of the principal of and the interest on the Notes when due To provide security for the payment of the principal and interest on the Notes and any other amounts due under the Agreement as the same become due and payable, there is hereby granted a lien on and pledge of, subject only to the provisions of this Ordinance permitting the application thereof for purposes and on the terms and conditions set forth herein, (i) the proceeds from (a) the sale of Bonds issued pursuant to the Elective Authority for such purpose and (b) the sale of other Notes issued pursuant to this Ordinance for such purpose, (ii) Advances, (iii) the amounts held in the Series B Note Payment Fund until the amounts deposited therein are used for authorized purposes, provided, however, amounts m the Series B Note Payment Fund attributable to and derived from Advances shall be used only to pay, prior to any application to the payment of the Bank Note, the principal of the Commercial Paper Notes in full, and (iv) the amounts remaimng on deposit m the Series B Note Construction Account after the payment of all Project Costs, and rt is hereby resolved and declared that the principal of 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 ofthe sources hereinabove identified m clauses (i), (ii), (iii) and (iv) subject and subordinate only to the exceptions noted therein. During each Fiscal Year while any of the Commercial Paper Notes is outstanding and unpaid, to pay the interest coming due on the Commercial Paper Notes in such Fiscal Year, the Crty shall from time to time transfer from the Series B Note Clearance Account to the credit of the Series B Note Payment Fund such amounts as shall be necessary to pay the interest on the Commercial Paper Notes when due If the City, in adopting its annual budget, projects that in the forthcoming Fiscal Year there shall not be credited to the Series B Note Clearance Account Available Tax Revenues in an amount equal to the 1Nlaximum Interest Payable on the principal amount of Commercial Paper 15 Notes to be outstanding as of the first day of such Fiscal Year, an ad valorem tax shall be assessed and collected in such Fiscal Year at a rate sufficient to generate an amount which, together with the projected Available Tax Revenues budgeted for such Fiscal Year, shall be necessary to pay the Maximum Interest Payable on the Commercial Paper Notes projected to come due in that Fiscal Year Ad valorem taxes so assessed and collected shall be deposited to the credit of the Series B Note Payment Fund. 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, the City Council agrees that if an Advance is made under the Credit Agreement and the City incurs an obligation to pay principal and interest on the Bank Note as a result of the Advance having been made, during each year while the Bank Note is outstanding and unpaid, the Crty Council shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax rolls of said Crty, wrth full allowances being made for tax delinquencies and costs of tax collections, which will be sufficient to raise and produce the money required to pay the interest on the Bank Note as such interest comes due, and to provide a sinking fund to pay the principal (including sinking fund redemptions of principal) of the Bank Note as such principal matures, but never less than 2% of the original principal amount of the Bank Note as a sinking fund each year Said rate and amount of ad valorem tax is hereby ordered to be levied and is hereby levied against all taxable property in said Crty for each year while the Bank Note is outstanding and unpaid, and said ad valorem tax shall be assessed and collected each such year and deposited to the credit ofthe Serves B Note Payment Fund. Said ad valorem taxes necessary to pay the interest on and principal (including sinking fund redemptions of principal) ofthe Bank Note, as such interest comes due, and as such principal matures or comes due, are hereby pledged for such purpose, within the limit prescribed by law Unless the Bank Note is paid from the proceeds of Commercial Paper Notes or Bonds issued for such purposes, or amounts available m the Serves B Note Payment Fund or the Series B Note Construction Fund, all as described above, such payments are to be made from ad valorem taxes on deposit in the "Bank Note Account" in accordance wrth Section 4 02 hereof. Section 2.12. Series B Note Construction Account. There is hereby created and established on the books of the Crty a separate account hereby designated as the "City of Fort Worth, Texas General Purpose .Series B Note Construction Account" (the "Serves B Note Construction Account") Moneys deposited m the Series B Note Construction Account shall remain therein until from time to time expended to pay for Project Costs, and to refund Notes issued in connection wrth Eligible Projects and shall not be used for any other purposes whatsoever, except as otherwise provided below, and pending such expenditure, moneys in said Account may be invested at the direction of the Director of Fiscal Services or the designee thereof in Eligible Investments. Any amounts on deposit in the Series B 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 B Note Payment Fund for use in accordance with the terms of Section 2.10 hereof. Any amounts remaining in the Series B Note Construction Account after the payment of all Project Costs shall be paid into the Serves B Note Payment Fund and used for the payment of such maturities ofthe Commercial Paper Notes coming due at such times as may be selected by an Authorized 16 Representative or for the payment of the Bank Note, as the case maybe In the event no Commercial Paper Notes are outstanding and there are no outstanding Advances, any amounts in the Series B Note Construction Account not anticipated to be needed to pay Project Costs shall be transferred to the General Fund of the City and may be used for any lawful purpose not inconsistent wrth the propositions approved by the voters of the City authorizing the issuance of obligations secured by ad valorem taxes. Section 2.13 Cancellation. All Commercial Paper Notes which at maturity are surrendered to the Paying Agent/Registrar for the collection of the principal and interest thereof or are surrendered for transfer or exchange pursuant to the provisions hereof shall, upon payment or issuance ofnew Commercial Paper Notes, be cancelled by the Paying Agent/Registrar, and the Paying Agent/Registrar forthwith shall transmit to the City a certificate identifying such Commercial Paper Notes and that such Commercial Paper Notes have been duly cancelled and destroyed Section 2.14 Fiscal and Other Agents. In furtherance of the purposes of this Ordinance, the City may from time to time appoint and provide for the payment of such additional fiscal, paying or other agents or trustees as it may deem necessary or appropriate in connection with the Notes Section 2.15. Credit Agreement. The Agreement, substantially m the form attached hereto as Exhibit A, is hereby approved, and shall be entered into wrth the Bank. The form ofthe Bank Note substantially m the form contained in the Agreement is approved wrth the interest rate payable thereon to be determined as set forth therein. Any Authonzed 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 2.16. Funds Secured. That moneys in all such Funds, to the extent not invested as permitted hereunder, shall be secured m the manner prescribed by law for securing funds of the City ARTICLE III ISSUE AND SALE OF NOTES Section 3 O1 Issuance and Sale of Commercial Paper Notes. (a) The Commercial Paper Notes shall be completed and delivered by the Issuing and Paying Agent in accordance wrth telephonic, computer or written instructions of the Authorized Representative and m the manner specified below and in the Issuing and Paying Agent Agreement. To the extent such instructions are not wntten, they shall be confirmed m writing by the Authorized Representative within 24 hours Said instructions shall specify such principal amounts, dates of issue, maturities, rates of discount or interest, or the formula or method of calculating interest and the basis upon which it is to be computed, and other terms and conditions which are hereby authorized and permtted to be fixed by the Authonzed 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 wrth the custom then prevailing in the New York financial market in regard to such Commercial Paper Notes The rules of the New York Clearinghouse shall apply thereto 17 Such instructions shall also contain provisions representing that all action on the part of the City necessary for the valid issuance of the Commercial Paper Notes then to be issued has been taken, that all provisions of Texas and federal law necessary for the valid issuance of such Commercial Paper Notes with provision for interest exemption from federal income taxation have been complied with, if applicable, and that such Commercial Paper Notes in the hands of the Holders thereof will be valid and enforceable obligations of the City according to their terms, subject to the exercise of~udicial discretion in accordance with general principles of equity and bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constrtutionallyappBcable 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 of Default under Section 5.01 hereof has occurred and is continuing as of the date of such Certificate and that the Issuing and Paying Agent has not received a No-Issuance Nonce (as defined in the Credit Agreement), (ii) (A) the project to be financed with the proceeds of the Commercial Paper Notes will constitute an Eligible Project and (B) the aggregate principal amount of Bonds and Notes issued or incurred by the City to finance such project does not exceed the amount authorized under the Elective Authority to finance such project, (iii) the City is in compliance with the covenants set forth in Article IV hereof as of the date of such instructions, (iv) the City has been advised by Bond Counsel that the proposed expenditure of the proceeds of such Commercial Paper Notes for such projects and refunding, as described by the City, will not cause the City to be in violation of its covenants set forth m Section 4.06 hereof; and (v) the sum of the interest payable on such Commercial Paper Note will not exceed a yield (calculated on the principal amount of the Commercial Paper Note on the basis of a 360-day year and actual number of days elapsed) 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 and indebtedness may be incurred thereunder in accordance with the terms of the Agreement. (c) In making the determination described in Section 3.01 (ii) hereof, the City shall aggregate the then outstanding Bonds and Notes issued or incurred to finance any such Eligible Project. Section 3.02. Proceeds of Sale of Commercial Paper Notes. The proceeds of the sale of any Commercial Paper Notes (net of all expenses and costs of sale and issuance) shall be applied for any or all of the following purposes as directed by an Authorized Representative. (i) Proceeds to be used for the payment and redemption of outstanding Commercial Paper Notes at or before maturity and the repayment of any borrowing 18 (evidenced by the Bank Note) or other amounts due under the Agreement shall be retained in the Series B Note Payment Fund, and expended therefor; and (ii) Proceeds not retained in the Series B Note Payment Fund as provided in subparagraph (~i) above shall be transferred and deposited to the Series B Note Construction Account and used and applied in accordance with the provisions of Section 2.12 hereof. Section 3 03 Issuing and Pa~n~ Agent Agreement. The Issurng and Paying Agent Agreement by and between the City and the Issurng and Paying Agent, relating to the Commercial Paper Notes, rn substantially the form attached to this Ordinance as Exhibit B, rs hereby approved, and any Authorized Representative rs hereby authorized and directed to execute the same for and on behalf of the City and the City Secretary rs authorized to attest and place the City seal on such instrument. Any Authorized Representative rs hereby authorized to enter into any supplemental agreements with the Issurng and Paying Agent or wrth any successor issuing and Paying Agent rn order to implement the functions of the Issurng and Paying Agent or Registrar with respect to the Commercial Paper Notes Section 3 04 Dealer Agreement. The Dealer Agreement to be entered into with the Dealer pertarnrng to the sale, from time to time, of Commercial Paper Notes or the purchase of Commercial Paper Notes from the Crty, all for a fee to be set forth rn said Dealer Agreement, rn substantially the form attached to this Ordinance as Exhibit C, rs hereby approved, and any Authorized Representative rs hereby authorized and directed to execute the same for and on behalf of the Crty and the Crty Secretary rs authorized to attest and place the City seal on such instrument. ARTICLE IV COVENANTS OF THE CITY Section 4 O1 Limitation on Issuance Unless this Ordinance rs amended and modified by the Crty Council rn accordance with the provisions of Section 6.01 hereof, the City covenants that there will not be issued and outstanding at any time under this Ordinance more than $75,000,000 rn principal amount of Commercial Paper Notes For purposes of this Section 4:01 any portion of outstanding Commercial Paper Notes to be paid on a particular day from moneys on deposit rn the Serves B Note Payment Fund and available proceeds of Notes or Bonds shall not be considered outstanding on such day In addition to the foregoing, (i) no Commercial Paper Notes shall be issued for any project other than an Eligible Project, and (ii) no Commercial Paper Notes. shall be issued rf the Commercial Paper Notes then outstanding after such issuance would exceed the Authorized but Unrssued Amount 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 rn the Agreement) 19 The City further agrees that, anything in this Ordinance to the contrary notwithstanding, on any date the sum of (i) the principal amount of Commercial Paper Notes then outstanding, (ii) the principal amount of any Bank Note then outstanding and (iii) the principal amount of Bonds issued pursuant to Elective Authority, shall not exceed $136,928,000 (the Authorized but Unissued Amount as calculated on the date this Ordinance is adopted) Section 4.02. Bank Note Account. There is hereby created and there shall be established and maintained a separate account to be known as the "Bank Note Account" for the sole benefit of the Bank Note within the Series B Note Payment Fund established by this Ordinance. There shall be deposited by the City to the Bank Note Account the amounts required by Section 2.11 hereof for the payment of the Bank Note. Section 4.03. Maintenance of Available Credit Facilities Requirement. The City agrees and covenants that at all times up to and including the Maximum Maturity Date, unless the Commercial Paper Notes are no longer outstanding it will maintain credit or liquidity facilities with banks in amounts such that, assuming that all then outstanding Commercial Paper Notes were to become due and payable immediately, the amount available for borrowing under such facilities would be sufficient at that time to pay principal and interest of all Commercial Paper Notes. No Commercial Paper Note shall be issued which if, after giving effect to the issuance thereof and, if applicable, the immediate application of the proceeds thereof to retire other Commercial Paper Notes secured by the credit or liquidity facility, the aggregate principal amount of all Commercial Paper Notes secured by or payable from the credit or liquidity facility would exceed the amount of the commitment thereunder The availability for borrowing of such amounts under such facilities may be subject to reasonable conditions precedent, including but not limited to, bankruptcy of the City In furtherance of the foregoing covenant, the City agrees that it will not issue any Commercial Paper Notes or make any borrowing which will result in a violation of such covenant, will not amend the Agreement in a manner which will cause a violation of such covenant and, if and to the extent necessary to maintain compliance with such covenant, will arrange for new credit or liquidity facilities prior to, or contemporaneously with, the expiration of the Agreement. The City shall provide written notice to the Dealer and DTC (if the Commercial Paper Notes are then outstanding inbook-entry-only form) at least ten Business Days prior to any change in the bank providing a credit facility or a liquidity facility in respect to the Commercial Paper Notes. Section 4.04. Bonds. The City hereby acknowledges that the Commercial Paper Notes are being issued as bond anticipation notes, and therefore the City in good faith shall endeavor to sell a sufficient principal amount of the Bonds authorized by the Elective Authority in order to have funds available, together with other moneys available therefor, to pay the Notes and the interest thereon, or any renewals thereof, as the same shall become due. Section 4.05. Punctual Payment The City will punctually pay or cause to be paid the principal of and interest, if any, on the Notes (but only from the sources pledged herein), in conformity with the Notes, this Ordinance and the Agreement. Section 4.06. Commercial Paper Notes to Remain Tax Exempt. The City covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Commercial Paper Notes as obligations described in section 103 of the Code, the interest on which 20 ns not includable nn the "gross income" of the holder for purposes of federal income taxation of such Commercial Paper Notes are designated by the City as "tax exempt" In furtherance thereof, the Cnty 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, of any) are used for any "pnvate business use", as defined m section 141(b)(6) of the Code or, of 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, nn contravention of section 141(b)(2) of the Code, (b) to take any action to assure that nn the event that the "private business use" described nn subsection (a) hereof exceeds 5 percent of the proceeds of the Commercial Paper Notes or the projects financed therewith (less amounts deposited into a reserve fund, of any) then the amount nn excess of 5 percent ns used fora "private business use" which ns "related" and not "disproportionate", wrthnn 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 ns greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Commercial Paper Notes (less amounts deposited into a reserve fund, of any) ns directly or indirectly used to finance loans to persons, other than state or local governmental units, nn contravention of section 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 bonds" wnthnn the meaning of sectnon 141(b) of the Code, (e) to refrann from taking any action that would result nn the Commercnal Paper Notes being "federally guaranteed" wnthnn the meamng of sectnon 149(b) of the Code, (f) to refrann from usnng any portnon of the proceeds of the Commercnal Paper Notes, dnrectly or ndirectly, to acqunre or to replace funds whnch were used, dnrectly or mdnrectly, to acqunre "investment property" (as defined m sectnon 148(b)(2) of the Code) whnch produces a maternally hngher yneld over the term ofthe Commercnal Paper Notes, other than investment property acqunred with -- (1) proceeds of the Commercnal Paper Notes nvested for a reasonable temporary pernod of 3 years or less untnl such proceeds are needed for the purpose for whnch the obingatnons are nssued, (2) amounts invested nn a bona fide debt service fund, wnthnn the meaning of sectnon 1 148-1(b) of the Treasury Regulatnons, and 21 (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent'of the proceeds of the Commercial Paper Notes, (g) to otherwise restrict the use of the proceeds of the Commercial Paper Notes or amounts treated as proceeds of the Commercial Paper Notes, as may be necessary, so that the Commercial Paper Notes do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refunding), and (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Commercial Paper Notes) an amount that is at least equal to 90 percent ofthe "Excess Earnings", within the meaning of section 148(f) of the Code, and to pay to the United States of America, not later than 60 days after the Commercial Paper Notes have been paid m full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code The City represents and covenants that it will not expend, or pernut to be expended, the proceeds of any Commercial Paper Notes m any manner inconsistent with its reasonable expectations as certified m a federal tax certificate to be executed from time to time with respect to the Commercial Paper Notes, provided, however, that the City may expend Commercial Paper Note proceeds in any manner if the Crty first obtains an unqualified opinion of Bond Counsel that such expenditure will not impair the exemption from federal income taxation of interest paid on the Commercial Paper Notes. The City represents that rt has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is an issuer whose arbitrage certifications may not be relied upon. The Crty understands that the term "proceeds" includes "disposition proceeds" as defined in the Regulations and, m the case of a refunding bond, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Commercial Paper Notes It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations or rulings are hereafter promulgated which modify, or expand provisions of the Code, as applicable to the Commercial Paper Notes, the Crty will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of Bond Counsel, will not adversely affect the exemption from federal income taxation of interest on the Commercial Paper Notes under section 103 of the Code. In the event that regulations or rulings .are hereafter promulgated which impose additional requirements which are applicable to the Commercial Paper Notes, the 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 Crty Council hereby authorizes and directs the Mayor, the Crty Manager and the Director of Fiscal Services to execute any documents, certificates or reports 22 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 City for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the Noteholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code Section 4 07 Allocation of and Limrtatton on Expenditures for Eli ibg lz e Protects. That the City covenants to account for on its books and records the expenditure of proceeds from the sale of the Commercial Paper Notes and any investment earnings thereon to be used for Eligible Projects by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on a Eligible Project is made or (b) each Eligible Project is completed. The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Commercial Paper Notes or (b) the date the Commercial Paper Notes are retired, unless the City obtains an opinion of Bond Counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the Commercial Paper Notes For purposes of this Section, the City shall not be obligated to comply with this covenant if rt obtains an opinion of Bond Counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 4.08. Disposition of Eligible Projects. That the City covenants that the property constituting an Eligible Project will not be sold or otherwise disposed m a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of Bond Counsel substantially to the effect that such sale or other disposition will not adversely affect the tax-exempt status of the Commercial Paper Notes. For purposes of this .Section, the portion of the property composing personal property and disposed of in the ordinary course of business shall not be treated as a transaction resulting m the receipt of cash or other compensation. For purposes of this Section, the Crty shall not be obligated to comply with this covenant if it obtains an opinion of Bond Counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest Section 4 09 Taxable Obh~ations. That the provisions of Section 4.06 of this Ordinance notwithstanding the Crty reserves the ability to issue Commercial Paper Notes in a manner such that such obligations are not obligations described in section 103 (a) of the Code or are obligations which constitute "private activity bonds" within the meaning of section 141(b) of the Code If Commercial Paper Notes are so issued, the Authorized Representative is authorized to designate such Commercial Paper Notes in such a manner as to distinguish such Commercial Paper Notes from those Commercial Paper Notes that are issued as obligations described in section 103(a) of the Code Section 4 10 Supplemental Ordinances The Crty will not adopt any supplemental ordinances to this Ordinance; without the wotten consent of the Bank. 23 Section 4 11 minion of Bond Counsel The City shall cause the legal opinion of Bond Counsel as to the validity of the Notes and as to the exemption of interest on the Commercial Paper Notes from federal income taxation to be furnished to any Noteholder without cost. In addition, a copy of said opinion may be printed on each of the Commercial Paper Notes In addition, in connection with the annual updating of the Offering Memorandum (as provided in accordance with Section 6.08 hereof) as required by the Dealer Agreement, there shall be provided an annual updated opinion of Bond Counsel, at the cost of the City or the Dealer as agreed to m the Dealer Agreement. Section 4 12. Ongoing Continuing Disclosure Covenant. To the extent required by the provisions ofRule 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 in Texas. Under the provisions of said Rule 15c2-12, as they exist on the date this Ordinance is adopted, the City is exempted from complying with the undertaking described in the first sentence of this Section 4 12, as the Notes are to be issued in the form of Commercial Paper Notes. ARTICLE V EVENTS OF DEFAULT AND REMEDIES OF NOTEHOLDERS Section 5.01 Events of Default. If one or more of the following events shall occur (a) if default shall be made in the due and punctual payment of any installment of principal of any Commercial Paper Note when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise, (b) if the Crty shall fail to make due and punctual payment of any installment of interest on any Commercial Paper Note when and as such interest installment shall become due and payable and such failure shall continue for five (5) Business Days, (c) if the principal of the Bank Note (and interest accrued thereon) shall become due and payable prior to the maturity thereof under the Bank Note and the Agreement, (d) if default shall be made by the Crty in the performance or observance of any other of the covenants, agreements or conditions on its part in this Ordinance or in the Commercial Paper Notes contained, and such default shall continue for a period of sixty (60) days after written notice thereof; provided, however, if such default cannot be cured within the sixty (60) day period but corrective action to cure such default is commenced and diligently pursued until the default is corrected no such Event of Default shall be deemed to have occurred, or 24 (e) ifthere shall occur the dissolution (without a successor being named to assume the rights and obligations) or liquidation of the City or the filing by the City of a voluntary petition in bankruptcy, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of its creditors, or the entry by the Crty into an agreement of composition with its creditors, or the approval by a court of competent ~unsdiction with its creditors, or the approval by a court of competent ~ur~sdiction of a petition applicable to the Crty in any proceeding for its reorganization instituted under the provisions of the Bankruptcy Code, as amended, or under any s2milar act in any~urisdict~on which may now be in effect or hereafter enacted, then such event as described above shall constitute an "Event of Default" under this Ordinance. Section 5.02. Suits at Law or in Equity and Mandamus In case one or more Events of Default shall occur, then and in every such case the Holder of any Note at the time outstanding shall be entitled to proceed to protect and enforce such Holder's nghts by such appropriate ~udic~al 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 in this Ordinance, or m aid of the exercise of any power granted in this Ordinance, or to enforce any other legal or equitable right vested in the Holders of Notes by this Ordinance or the Notes or by law The provisions of this Ordinance shalt be a contract with each and every Holder of Notes and the duties of the Crty shall be enforceable by any Noteholder by mandamus or other appropriate suit, action or proceeding m any court of competent jurisdiction. Section 5.03 Remedies Not Exclusive No remedy herein conferred upon or reserved to the Holders of Notes is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be m addition to every other remedy given hereunder or now or hereafter existing, at law or m equity or by statute or otherwise, and may be exercised at any time or from time to time, and as often as may be necessary, by the Holder of any one or more of the Notes ARTICLE VI MISCELLANEOUS Section 6.01. ,Amendments or Modifications Without Consent of Holders of Notes. This Ordinance and the rights and obligations of the Crty and of the Holders of Notes may be modified or amended at any time by a supplemental ordinance, without notice to or the consent of any Noteholders, but only to the extent permitted by law, and, subject to the rights of the holders of the Notes, only for any one or more of the following purposes -- (1) to add to the covenants and agreements of the Crty m this Ordinance contained, other covenants and agreements thereafter to be observed, or to surrender any right or power herein reserved to or conferred upon the Crty; 25 (2) to cure any ambiguity or inconsistency, or to cure or correct any defective provision contained in this Ordinance, upon receipt by the City of an approving opinion of Bond Counsel selected by the City, that the same is needed for such purpose, and will more clearly express the intent of this Ordinance, or (3) to supplement the security for the Notes, replace or provide additional credit facilities, make such changes, modifications or amendments as may be necessary or desirable in order to obtain the approval of this Ordinance by the Attorney General of Texas, as required by Section 6.09 hereof, or to obtain or maintain the granting of a rating on the Notes by a nationally recognized municipal bond rating agency, or change the form of the Notes, or to amend the definition of "Eligible Projects" to include obligations approved by the voters of the City at any election held for such purpose after February 13, 1998, or make such other changes in the provisions hereof as the City may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Notes, provided, however, that nothing herein contained shall permit or be construed. to permrt the amendment of the terms and conditions of this Ordinance or of the Commercial Paper Notes so as to (1) Make any change in the maturity of any of the outstanding Commercial Paper Notes, (2) Reduce the rate ofinterest borne by any ofthe outstanding Commercial Paper Notes, (3) Reduce the amount of the principal payable on any of the outstanding Commercial Paper Notes, (4) Modify the terms of payment of principal of or interest on the outstanding Commercial Paper Notes, or impose any conditions with respect to such payment; (5) Affect the rights ofthe Holders of less than all ofthe outstanding Commercial Paper Notes, or (6) Reduce or restrict the pledge made pursuant to Section 2.11 hereof for payment of the Commercial Paper Notes, and provided, further, that no change, modification or amendment shall be made in this Ordinance or become valid and effective (i) without the approval of such change, modification or amendment by the Attorney General of the State of Texas, to the extent required by the Act and (ii) without the written consent of the Bank. Section 6.02. Additional Actions Any Authorized Representative, the Crty Secretary, and the other officers of the City, each are hereby authorized and directed, jointly and severally, to do any 26 and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Notes and otherwise to effectuate the purposes of this Ordinance, the Agreement, the Dealer Agreement, the Offering Memorandum and the Issuing and Paying Agent Agreement. Specifically, by the adoption of this Ordinance, the City Council hereby authorizes the payment of the fees and expenses incurred and to be paid by the City in connection with the issuance, sale and delivery of the Notes and the execution and delivery of the 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 Crty and the Holders from time to time of the Notes and the pledge made in this Ordinance by the City and the covenants and agreements set forth 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 in or permitted by this Ordinance or, with respect to the Bank Note, the Agreement. Section 6.04 Severabilrty of Invalid Provisions If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Notes issued hereunder Section 6.U5. P_ayment 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 may be, on the next succeeding Business Day with the same force and effect as if made on the date of performance or payment Section 6.06 Defeasance If, when all or any portion of the Commercial Paper Notes shall have become due and payable in accordance with their terms or otherwise as provided 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 and payable, sufficient moneys or direct obligations of, or obligations guaranteed by, the United States of America the principal of and interest on which will provide sufficient moneys for such payment, shall be held intrust by the Issuing and Paying Agent and provision shall also be made for paying all other sums payable hereunder by the City with respect to said Commercial Paper Notes, the pledge herein created with respect to said Commercial PaperNotesshall thereupon cease, terminate and become discharged 27 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, bens 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 in respect to this Ordinance or any covenant, condition, stipulation, promise, agreement or provision herein contained. This Ordinance and all of the covenants, conditions, stipulations, promises, agreements and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the City, the Holders of the Notes, the Issuing and Paying Agent and the parties to the Dealer Agreement and the Agreement as herein and therein provided. Section 6.08. Use of Offering Memorandum. The use by the Dealer of the Offering Memorandum, prepared by the Dealer in connection with the sale of Commercial Paper Notes, and the distribution of the Offering Memorandum by the Dealer, is approved subject to the approval thereof by an Authorized Representative Any Authonzed Representative is hereby authorized to provide to the Dealer such information as may, in the reasonable~udgment ofthe Dealer, be necessary to update, on an annual basis, the Offering Memorandum. Section 6.09 Approval of Attorn~ General. No Notes herein authorized to be issued shall be sold or delivered by an Authorized Representative until the Attorney General of the State of Texas shall have approved this Ordinance, the Agreement and other agreements and proceedings as may be required in connection therewith, all as is required by the Act. No Notes may be issued for projects approved at any election held after the date this Ordinance is adopted until the Attorney General of the State of Texas shall have approved an ordinance amending this Ordinance reflecting the inclusion of those projects as Eligible Projects. Section 6.10. Preamble The preamble to this Ordinance shall be considered an integral part of this Ordinance, and is herein incorporated as part of the body of this Ordinance for all purposes. Section 6.11 Immediate Effect This Ordinance shall take effect and be in full force and effect from and after the date of its passage, in accordance with the provisions of Section 2 of Chapter 25 of the Charter of the City, and it is accordingly so ordained Section 6.12. Open Meeting. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended 28 PASSED AND APPROVED the/,day of , 1998 1 Q L1.. t.~.L.~~ Mayor, Crty of Fort Worth, Texas AT ST City Secretary, Crty of Fort Worth, Texas ROVED AS TO FO LEGALITY Crty Attorney, City of Fort Worth ~,.~.e~.'.,,~~ .:;~ h (SEAL)'" ~~ - '= .~ ~~- ~ r n~n!/'~~F ti ~ ~ ]~/ (/ p '14i.^~3 ~ ~ ^~ ~~~T 29