Loading...
HomeMy WebLinkAboutOrdinance 13108i g r ORDINANCE NO 13 i ~g AN ORDINANCE approving a Third Amended and Restated Credit Agreement; authorizing the execution and delivery of said Agreement, and ordaining other matters related thereto 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") heretofore passed on March 8, 1990, Ordinance No 10538, which authorized the establishment of a short term obligation program to provide interim financing for additions, improvements and extensions to the City's combined water and sewer system, and WHEREAS, Ordinance No 10538 requires that a credit facility be issued in support of the "Project Notes" issued under the terms of said Ordinance; and WHEREAS, on June 6, 1995, the City passed Ordinance No 11979, which amended Ordinance No 10538 and authorized, inter alia, the execution of a First Amended and Restated Credit Agreement (the "Restated Agreement") among the City, Swiss Bank Corporation, New York Branch ("Swiss Bank") and The Sakura Bank, Limited, Houston Agency ("Sakura"), and WHEREAS, on August 20, 1996, the City passed Ordinance No 12630, which amended Ordinances No 10538 and 11979 and authorized, inter alia, the execution of a Second Amended and Restated Credit Agreement (the "Second Restated Agreement") among the City, Canadian Imperial Bank of Commerce ("CIBC") and Sakura, and WHEREAS, Ordinance No 10538, as amended, permits the City to increase the amount of Project Notes at any one time outstanding from $50 million to up to $75 million, so long as a credit facility is in place to support the increased principal amount of Project Notes that may be issued under Ordinance No 10538, as amended; and WHEREAS, the City has been advised by CIBC and Sakura that each entity is agreeable to increasing the "Commitment" made under the terms of the Second Restated Agreement from $53,698,630 00 (representing $50,000,000 in principal amount plus 180 days interest thereon calculated at the rate of 15o per annum) to $80,547,945 21 (representing $75 million in principal amount plus 180 days interest thereon calculated at the rate of 15% per annum), and WHEREAS, the City Council deems it necessary and advisable to adopt this Ordinance to memorialize the terms and conditions, with respect to the credit facility to be provided by CIBC; now, therefore r ., BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS Section 1 That the increase in the Commitment as described in the preamble to this Ordinance is hereby approved and the execution and delivery of an amendment to the Second Restated Agreement (which, for purposes of this Ordinance, shall be deemed and treated as a Third Amended and Restated Credit Agreement, by and among the City, CIBC and Sakura), reflecting the change in the Commitment as provided in the preamble to this Ordinance, is hereby approved The City Manager or the designee thereof is hereby authorized to execute, affix the seal of the City to, and deliver an amendment to the Second Restated Agreement on behalf of the City, to reflect the increase in the Commitment as described in the preamble to this Ordinance In addition, the Mayor, the City Manager or the designee thereof, the Director of Fiscal Services and the City Secretary each are hereby authorized to execute and deliver such instruments as may be necessary to effect the intent of this Ordinance including, without limitation, the Revolving Note described therein Section 2 That the proper officials of the City are hereby authorized to submit all necessary records and proceedings pertaining to the adoption of this Ordinance to the Attorney General of the State of Texas for the approval thereof, as required by Ordinance No 10538, as amended, and Article 717q, Texas Revised Civil Statutes, as amended Section 3 That this Ordinance shall be effective immediately from and after 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. ADOPTED this 29th day of July, 1997. Mayor ATTEST l~~ ~,ce~ l1 City Secretary ~~~~ ~ r '~ - ^"~~ (SEAL) ; °'= ~_ ~ ^f ~> .. ~., v {~ r ~~ ' ; T~ ~1~, ~~ ,t. APPR VED AS TO FORM AN L GALITY• City Attorney _1~. "'/ l ~ THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH I, Alice Church, City Secretary of the City of Fort Worth, in the State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open; public meeting of the City Council of the City of Fort Worth, Texas held on July 29, 1997, 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 held in accordance with the provisions of Chapter 551, Texas Government Code In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 29th day of July, 1997 ~', "s City Secretary of the City of Fort Worth, Texas `M +~ r t ~' f Y(,L CV ~2~~7 ;.Z~ SIGNA`1'F~RE IDENTIFICATION AND NO-LITIGATION CERTIFICATE THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH We, the undersigned, hereby certify as follows (a) That this certificate is executed and delivered with reference to the amendment of that certain Second Restated and Amended Credit Agreement, dated as of August 1, 1996, by and among the City of Fort Worth, Texas, Canadian Imperial Bank of Commerce, New York Agency and The Sakura Bank, Limited, Houston Agency (the "Credit Agreement"), pertaining to the City of Fort Worth, Texas Water and Sewer System Commercial Paper Notes, Series A (b) That the Mayor, City Secretary and City Attorney officially executed and affixed the City seal to the Revolving Credit Note in substantially the form attached to the Credit Agreement (c) That at the time said officials executed the Revolving Credit Note described above, we were, and at the time of executing this certificate we are, the duly chosen, qualified and acting officers indicated therein, and authorized to execute the same (e) That no litigation of any nature has been filed or is now pending which would affect the provision made for their payment or security, or in any manner question the authority concerning the issuance of said Commercial Paper Notes, and that, so far as we know and believe no such litigation is threatened (f) That neither the corporate existence nor boundaries of the City of Fort Worth (the "Issuer") is being contested, that no litigation has been filed or is now pending which would affect the authority of the officers of said Issuer to issue, execute,. and deliver the Revolving Credit Note, and that no authority or proceedings with respect to the Revolving Credit Note have been repealed, revoked or rescinded (g) That said seal affixed to the Revolving Credit Note has been duly adopted as, and is hereby declared to be, the official seal of said Issuer EXECUTED and delivered this ~~.~,f" ,? .:r k i ., MANUAL SIGNATURES ~- ~~~~~- OFFICIAL TITLES Mayor, City of Fort Worth, Texas City Manager, City of Fort Worth, Texas City Secretary, City of Fort Worth, Texas City Attorney, City of Fort Worth, Texas Before me, on this day personally appeared the foregoing individuals, known to me to be the .persons whose names are subscribed to the foregoing instrument Given _ under_~, my hand and seal of office this (My Commission Expires ~,~~,Y ~SY~LV A GLOVER Notary PubNc * * STATE OF TEXAS ~'4~OF~py My Comm Exp. OS/30/97 -2- ,k City of Fort Worth, Texas Mayor and Council Communication 07/29/97 **C-16195 13ORDIN I 1 of 2 SUBJECT AN ORDINANCE APPROVING A THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AUTHORIZING THE EXECUTION AND DELIVERY OF SAID AGREEMENT, AND ORDAINING OTHER MATTERS RELATED THERETO RECOMMENDATION It is recommended that the City Council adopt the attached ordinance approving and authorizing the execution of a Third Amended and Restated Credit Agreement among the City, The Sakura Bank and the Canadian Imperial Bank of Commerce to increase the credit facility supporting the Water and Sewer System's Commercial Paper program from 550 million to 575 million DISCUSSION Ordinance No 10538, adopted March 8, 1990, authorized the establishment of a commercial paper program to provide interim financing for additions, improvements and extensions to the City's water and sewer system Ordinance No 10538 requires that a credit facility be issued in support of the "Project Notes" issued under the terms of the ordinance The Council originally approved the issuance of commercial paper notes in an amount not to exceed 575 million at any one time In the process of finalizing the structure of the program in 1990 and selecting a bank to provide the back-up credit facility, the maximum size of the program was amended to 550 million Ordinance No 10538 requires that as a condition to the issuance of commercial paper notes,a credit agreement be in place in a principal amount at least equal to the principal amount of commercial paper notes to be sold by the City in the public debt markets "~ Now, the Water Department desires to increase the credit facility by 525 million to S75 million, which will enable the continued awarding of construction contracts related to the City's Infiltration and Inflow Program, while delaying the need fora long-term bond sale (and accompanying interest costs) for several more months Currently, the Water Department's authority under the commercial paper program to appropriate funds and award construction contracts has been exhausted No additional projects can be started until the credit facility is increased or a water and sewer revenue bond sale is completed Canadian Imperial Bank of Commerce has agreed to provide the additional credit facility at the same rate (15%) it is charging for the existing 550 million The annual cost to the Commercial Paper Debt Service Fund for an additional 525 million credit facility will be 540,275 One-time bank fees, legal fees, and advisor fees related to amending-and processing the Credit Agreement are estimated to be 520,000 Printed on Recyded Paper City of Fort Worth Texas Mayor and Council Communication DATE REFERENCE NUb18ER LOG NAME PAGE D~/29/97 **C-16195' 130RDIN 2 of 2 strsJECT AN ORDINANCE APPROVING A THIRD AMENDED AND RESTATED CREDIT AGREEMENT, AUTHORIZING THE EXECUTION AND DELIVERY OF .SAID AGREEMENT, AND ORDAINING OTHER MATTERS RELATED THERETO FISCAL INFORMATION/CERTIFICATION The Director of Fiscal Services certifies that funds are available in the current operating budget, as appropriated, of the Commercial Paper Debt Service Fund CB:a ~- v ~ t' t ~~ 4~ : r~ s s t " ,r fi ~ ~ rs ._ .as,. .. <. ~ F e i 4M Vr .. 4 , t, Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (m) APPROVED Charles Boswell 8511 CITY COU Originating Department Head: NCIL JUL ~9 Ji K 8517 m eyes (from) PE52 553010 0132000 $60,275.00 ~~ For Additionat Information City Seetotary of ttte Contact: City of Fort Worth, ?etas Jim Keyes 8517 Printed on Recorded Paper p,aopted ar,~~nance No.~ 3/~ ~