ADDENDUM CITY COUNCIL MEETING FEBRUARY 8, 2012 CITY OF DALLAS 1500 MARILLA COUNCIL CHAMBERS, CITY HALL DALLAS, TEXAS :00 A. M.

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5 ADDENDUM CITY COUNCIL MEETING FEBRUARY 8, 2012 CITY OF DALLAS 1500 MARILLA COUNCIL CHAMBERS, CITY HALL DALLAS, TEXAS :00 A. M. ADDITIONS: CONSENT ADDENDUM Business Development & Procurement Services 1. Authorize the execution of a credit agreement in connection with the City of Dallas, Texas Waterworks and Sewer System Commercial Paper Notes, Series D for three years, with two one-year renewal options - State Street Bank and Trust Company and California State Teachers' Retirement System (CalSTRS), most advantageous proposers of four - Principal amount not to exceed $300,000,000 - Total program cost not to exceed $4,008,096 - Financing: Water Utilities Current Funds ($274,500 upfront closing costs plus annual fees of $1,244,532 for a total three-year cost of $3,733,596) (subject to annual appropriations) City Controller s Office 2. Authorize (1) establishment of a non-profit corporation, the City of Dallas Education Finance Corporation for the purpose of financing or refinancing of educational facilities and/or housing facilities incidental to education facilities; (2) approval of the Corporation's certificate of formation and bylaws; (3) appointment of the Corporation's initial Board of Directors; (4) the Mayor to execute and deliver a certificate approving the bonds to be issued for the benefit of Uplift Education, a Texas non-profit corporation, and the facilities to be financed with the proceeds of the bonds for the purpose of satisfying the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended; and (5) the City Manager to file the Corporation's certificate of formation with the Secretary of State - Financing: No cost consideration to the City Park & Recreation 3. Authorize Supplemental Agreement No. 2 to the professional services contract with Freese and Nichols, Inc. for construction administration services and additional design services to include engineering, irrigation pond, parking lot modifications, irrigation system, landscaping and other miscellaneous items at Elm Fork Athletic Complex located at 2100 Walnut Hill Lane - Not to exceed $186,828, from $1,925,844 to $2,112,672 - Financing: 2003 Bond Funds

6 ADDENDUM CITY COUNCIL MEETING FEBRUARY 8, 2012 ADDITIONS: (Continued) CONSENT ADDENDUM (Continued) Public Works Department 4. Authorize transfer of railroad crossing closure credits for crossing N, located on Oak Downs Avenue, and crossing G, located on Walters Lane, within the North Central Texas Council of Governments Regional Railroad Crossing Bank from the City of Dallas to Collin County for the purpose of establishing a new railroad crossing on Collin County s Outer Loop Segment 1 - Financing: No cost consideration to the City ITEMS FOR INDIVIDUAL CONSIDERATION City Secretary s Office 5. A resolution designating absences by Councilmember Dwaine Caraway as being for "official city business" - Financing: No cost consideration to the City 6. An ordinance waiving the disqualification of John E. Johnson, a re-nominee to the Landmark Commission, under Section 8-1.4(a)(4) of the Dallas City Code, which states that an appointee to a board must not be an adversary party to a pending litigation or a claim against the City - Financing: No cost consideration to the City ITEMS FOR FURTHER CONSIDERATION Trinity Watershed Management 7. Authorize a contract with Estrada Concrete Company, LLC, lowest responsible bidder of eight, for the reconstruction of alley paving, storm drainage, water and wastewater main improvements for Alley Reconstruction Group A (list attached) - Not to exceed $626,672 - Financing: 2006 Bond Funds ($466,285), Water Utilities Capital Improvement Funds ($145,647) and Water Utilities Capital Construction Funds ($14,740) 2

7 Alley Reconstruction Group A Addendum Item #7 Council District 11 Council District Indian Springs Road 7607 Rolling Acres Drive 7228 Spring Valley Road 7611 Rolling Acres Drive 7283 Paldao Drive 7617 Rolling Acres Drive 7306 Spring Valley Road 7621 Rolling Acres Drive 7316 Spring Valley Road 7627 Rolling Acres Drive 7326 Spring Valley Road 7633 Rolling Acres Drive 7404 Spring Valley Road 7639 Rolling Acres Drive 7414 Spring Valley Road 7647 Rolling Acres Drive 7424 Spring Valley Road 7655 Rolling Acres Drive 7508 Spring Valley Road 7663 Rolling Acres Drive 7518 Spring Valley Road 7671 Rolling Acres Drive 7528 Spring Valley Road 7707 Rolling Acres Drive 7538 Spring Valley Road 7708 Chattington Drive 7311 Paldao Drive 7626 Chattington Drive 7321 Paldao Drive 7620 Chattington Drive 7331 Paldao Drive 7612 Chattington Drive 7341 Paldao Drive 7606 Chattington Drive 7351 Paldao Drive 7530 Chattington Drive 7361 Paldao Drive 7522 Chattington Drive 7371 Paldao Drive 7516 Chattington Drive 7409 Paldao Drive 7508 Chattington Drive 7419 Paldao Drive 7507 Chattington Drive 7429 Paldao Drive Meandering Way Carillon Drive Meandering Way 7618 Spring Valley Road Carillion Drive 7511 Thistle Lane Tahoe Drive Tahoe Drive Tahoe Drive Tahoe Drive Tahoe Drive Tahoe Drive Roaring Springs Lane Roaring Springs Lane Roaring Springs Lane Roaring Springs Lane Brushcreek Lane Brushcreek Lane Brushcreek Lane Brushcreek Lane Brushcreek Lane Brushcreek Lane 3

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9 ADDENDUM DATE February 8, 2012 ITEM IND # OK DEF DISTRICT TYPE DEPT. DOLLARS LOCAL MWBE DESCRIPTION PBD, CON, Authorize the execution of a credit agreement in connection with the City of Dallas, Texas Waterworks and 1 All C WTR $4,008, % 0.00% Sewer System Commercial Paper Notes, Series D for three years, with two one-year renewal options 2 All C CON NC NA NA 3 6 C PKR $186, % 25.98% 4 Outside C PBW, DEV NC NA NA Authorize establishment of a non-profit corporation, the City of Dallas Education Finance Corporation for the purpose of financing or refinancing of educational facilities and/or housing facilities incidental to education facilities; approval of the Corporation's certificate of formation and bylaws; appointment of the Corporation's initial Board of Directors; the Mayor to execute and deliver a certificate approving the bonds to be issued for the benefit of Uplift Education, a Texas non-profit corporation, and the facilities to be financed with the proceeds of the bonds for the purpose of satisfying the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended; and the City Manager to file the Corporation's certificate of formation with the Secretary of State Authorize Supplemental Agreement No. 2 to the professional services contract with Freese and Nichols, Inc. for construction administration services and additional design services to include engineering, irrigation pond, parking lot modifications, irrigation system, landscaping and other miscellaneous items at Elm Fork Athletic Complex located at 2100 Walnut Hill Lane Authorize transfer of railroad crossing closure credits for crossing N, located on Oak Downs Avenue, and crossing G, located on Walters Lane, within the North Central Texas Council of Governments Regional Railroad Crossing Bank from the City of Dallas to Collin County for the purpose of establishing a new railroad crossing on Collin County s Outer Loop Segment 1 5 All I SEC NC NA NA A resolution designating absences by Councilmember Dwaine Caraway as being for "official city business" 6 All I SEC NC NA NA An ordinance waiving the disqualification of John E. Johnson, a re-nominee to the Landmark Commission, under Section 8-1.4(a)(4) of the Dallas City Code, which states that an appointee to a board must not be an adversary party to a pending litigation or a claim against the City TWM, Authorize a contract with Estrada Concrete Company, LLC, lowest responsible bidder of eight, for the reconstruction of alley paving, storm drainage, water and wastewater main improvements for Alley 7 11, 12 I PBW $626, % % Reconstruction Group A TOTAL $4,821, Page 1

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11 KEY FOCUS AREA: ADDENDUM ITEM # 1 Make Government More Efficient, Effective and Economical AGENDA DATE: February 8, 2012 COUNCIL DISTRICT(S): DEPARTMENT: All Business Development & Procurement Services City Controller Water Utilities CMO: Jeanne Chipperfield, Forest E. Turner, MAPSCO: SUBJECT N/A Authorize the execution of a credit agreement in connection with the City of Dallas, Texas Waterworks and Sewer System Commercial Paper Notes, Series D for three years, with two one-year renewal options - State Street Bank and Trust Company and California State Teachers' Retirement System (CalSTRS), most advantageous proposers of four Principal amount not to exceed $300,000,000 Total program cost not to exceed $4,008,096 Financing: Water Utilities Current Funds ($274,500 upfront closing costs plus annual fees of $1,244,532 for a total 3-year cost of $3,733,596) (subject to annual appropriations) BACKGROUND The commercial paper program provides interim financing for capital projects with the commercial paper being retired by the issuance of long-term debt. The use of commercial paper permits more cost effective use of capital as short-term debt is issued to closely match the amount and timing of the award of capital project contracts. Commercial paper notes are normally sold at rates of interest that are lower than rates available at the same time on long-term debt. Outstanding commercial paper is periodically reduced by refinancing it with long-term debt. The $300,000,000 commercial paper program is included as part of the FY budget. The fees will be paid quarterly throughout the three-year contract period. On February 11, 2009, City Council authorized an ordinance establishing a commercial paper program for a period of 10 years, ending in September 2019, with a maximum issuance amount of $300 million Series D notes. U.S. Bank National Association, was appointed as Issuing and Paying Agent. Bank of America Merrill Lynch and M. R. Beal were appointed as co-dealers for the program. A syndicate led by U.S. Bank with California State Teachers Retirement System and California Public Employees Retirement System provided liquidity services under a three-year credit agreement, expiring on March 17, 2012.

12 BACKGROUND (Continued) Commercial paper note issuance is supported by lines of credit from highly rated banks. These lines of credit assure investors that the commercial paper notes will be paid in the unlikely event that the notes cannot be sold to another investor at maturity. This program will be supported by lines of credit from State Street Bank and Trust Company and California State Teachers' Retirement System (CalSTRS). A five member committee from the following departments reviewed and evaluated the proposals: Dallas Water Utilities (1) Controller s Division (1) Office of Financial Services (1) City's Financial Advisors - First Southwest Company and Estrada Hinojosa & Company, Inc. (2) The successful proposer was selected by the committee on the basis of demonstrated competence and qualifications under the following criteria: Cost 40% Most favorable terms and conditions 35% Demonstrated ability to meet service requirements 15% Proposal Responsiveness 10% As part of the solicitation process and in an effort to increase competition, Business Development and Procurement Services (BDPS) used its procurement system to send out 508 bid notifications to vendors registered under respective commodities. To further increase competition, BDPS uses historical solicitation information, the internet, and vendor contact information obtained from user departments to contact additional vendors by phone. Additionally, in an effort to secure more bids, notifications were sent by the BDPS ResourceLINK Team (RLT) to 25 chambers of commerce, the DFW Minority Business Council and the Women s Business Council Southwest, to ensure maximum vendor outreach. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 17, 2012, the Budget, Finance and Audit Committee was briefed. Agenda Date 02/08/ page 2

13 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) On February 11, 2009, Ordinance No authorized (1) the issuance of City of Dallas, Texas Waterworks and Sewer System Series D short term obligations in an aggregate principal amount not to exceed $300,000,000; authorizing such short term obligations to be issued, sold and delivered in various forms, including commercial paper notes and a bank note; making certain covenants and agreements in connection therewith; establishing the 10-year tenor of the program with a maturity date of September 30, 2019; resolving other matters related to the issuance, sale, security and delivery of such short term obligations, including (a) authorizing a thirty-six-month Credit Agreement with U.S. Bank Trust National Association, as agent for the syndicate, that includes California State Teacher s Retirement System and California Public Employees Retirement System, (b) the appointment of U.S. Bank Trust National Association as the Issuing and Paying Agent and authorizing the execution of an Issuing and Paying Agent Agreement, and, (c) the appointment of Banc of America Securities LLC and M R Beal & Company as the co-dealers and authorizing the execution of a Dealer Agreement; approving the payment of issuance costs in connection with the issuance of the short term obligations; approving the use of an Offering Memorandum in connection with the sale of the short term obligations; and providing an effective date; and (2) a resolution authorizing amendments to the Credit Agreement with Bank of America, N.A. for the City of Dallas, Texas Waterworks and Sewer System Series B and Series C short term obligations to permit the Series D short term obligations to have parity with the Series B and Series C short term obligations by Resolution No FISCAL INFORMATION $4,008, Water Utilities Current Funds (subject to annual appropriations) M/WBE INFORMATION 103 -Vendors contacted No response 0 - Response (Bid) 0 - Response (No bid) 0 - Successful M/WBE and Non-M/WBE vendors were contacted The recommended awardees have fulfilled the good faith requirements set forth in the Business Inclusion and Development (BID) Plan adopted by Council Resolution No as amended. Agenda Date 02/08/ page 3

14 ETHNIC COMPOSITION State Street Bank and Trust Company White Male 6936 White Female 4532 Black Male 464 Black Female 531 Hispanic Male 287 Hispanic Female 235 Other Male 1353 Other Female 1427 California State Teachers' Retirement System (CalSTRS) White Male 166 White Female 276 Black Male 18 Black Female 56 Hispanic Male 44 Hispanic Female 81 Other Male 88 Other Female 111 PROPOSAL INFORMATION The following proposals were received from solicitation number BSZ1203 and were opened on December 15, This service contract is being awarded in its entirety to the most advantageous proposer. *Denotes successful proposers in a joint venture Proposers Address Score *State Street Bank One Lincoln Street 96.1 and Trust Company Boston, MA *California State 100 Waterfront Place 96.1 Teachers' Retirement MS04 System (CalSTRS) West Sacramento, CA JPMorgan Chase 383 Madison Avenue 88.4 Bank, N.A. New York, NY The Bank of Tokyo Ross Avenue 85.9 Mitsubishi UFJ, Ltd. Suite 3150 Dallas, TX Citigroup Global 390 Greenwich Street 75.7 Markets, Inc. 2nd Floor New York, NY Agenda Date 02/08/ page 4

15 OWNERS State Street Bank and Trust Company Timothy, Batler, Senior Vice President California State Teachers' Retirement System (CalSTRS) Jack Ehnes, Chief Executive Officer Agenda Date 02/08/ page 5

16 BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize the execution of a credit agreement in connection with the City of Dallas, Texas Waterworks and Sewer System Commercial Paper Notes, Series D for three years, with two one-year renewal options - State Street Bank and Trust Company and California State Teachers' Retirement System (CalSTRS), most advantageous proposers of four Principal amount not to exceed $300,000,000 Total program cost not to exceed $4,008,096 Financing: Water Utilities Current Funds ($274,500 upfront closing costs plus annual fees of $1,244,532 for a total 3-year cost of $3,733,596) (subject to annual appropriations) State Street Bank and Trust Company and California State Teachers' Retirement System are non-local, non-minority firms, have signed the "Business Inclusion & Development" documentation, and propose to use their own workforces. PROJECT CATEGORY: Professional Services LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $ % Total non-local contracts $303,640, % TOTAL CONTRACT $303,640, % LOCAL/NON-LOCAL M/WBE PARTICIPATION Local Contractors / Sub-Contractors None Non-Local Contractors / Sub-Contractors None TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $ % $ % Hispanic American $ % $ % Asian American $ % $ % Native American $ % $ % WBE $ % $ % Total $ % $ %

17 COUNCIL CHAMBER February 8, 2012 WHEREAS, U.S. Bank National Association, California Public Employees Retirement System and California State Teachers Retirement System currently provide liquidity services to the City of Dallas for the Waterworks and Sewer System Commercial Paper Notes, Series D (the Series D Commercial Paper Notes ), in accordance with the terms of a Credit Agreement among the City of Dallas, U.S. Bank National Association, California Public Employees Retirement System and California State Teachers Retirement System, dated as of March 1, 2009, as amended (the 2009 Credit Agreement ); and WHEREAS, under the terms of the 2009 Credit Agreement, the liquidity support provided for the Series D Commercial Paper Notes expires on March 17, 2012; and WHEREAS, the City of Dallas sought proposals from banks and financial institutions to provide liquidity services for the Series D Commercial Paper Notes to replace the expiring liquidity support currently provided under the terms of the 2009 Credit Agreement; and WHEREAS, after reviewing the proposals submitted, staff has recommended that the City of Dallas utilize the liquidity services of State Street Bank and Trust Company and California State Teachers Retirement System (the Series D Liquidity Providers ) to provide liquidity support for the Series D Commercial Paper Notes; and WHEREAS, the City of Dallas desires to enter into a credit agreement, a fee agreement and related agreements with the Series D Liquidity Providers to memorialize the terms and conditions with respect to the liquidity support to be provided by the Series D Liquidity Providers. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager, after approval as to form by the City Attorney, be and is hereby authorized to execute the Credit Agreement between the City of Dallas and the Series D Liquidity Providers (the Series D Credit Agreement ), in substantially the form attached to this Resolution, which is substantially in the form of the 2009 Credit Agreement. Section 2. That the City Manager be and is hereby authorized to execute the Fee Agreement for the Series D Commercial Paper Notes (the Series D Fee Agreement ), between the City of Dallas and the Series D Liquidity Providers, in substantially the form attached to this Resolution.

18 COUNCIL CHAMBER February 8, 2012 Section 3. That the City Manager, the Chief Financial Officer of the City and the City Secretary be and are hereby authorized to execute such other documents to be delivered in connection with the delivery of the Series D Credit Agreement and the Series D Fee Agreement, including, but not limited to, the Bank Note authorized by the Series D Credit Agreement. Section 4. That the City Controller be and is hereby authorized to disburse funds from the appropriate Funds in accordance with the terms of the Series D Credit Agreement and the Series D Fee Agreement, and in accordance with all future issuance of Series D Commercial Paper Notes. Section 5. That the City Controller be and is hereby authorized to disburse funds for previously contracted professional services of First Southwest Company and Estrada Hinojosa & Company, Inc., co-financial Advisors, in connection with work on the Series D Credit Agreement. The payment shall not exceed $105, for First Southwest Company (193056) and shall not exceed $70, for Estrada Hinojosa & Company Inc. (259910) and shall be made from Water Utilities Operating Fund 0100, Department DWU, Unit 7017, Object Section 6. That the City Controller be and is hereby authorized to disburse funds for professional legal services in connection with work on the Series D Credit Agreement, under contract with McCall, Parkhurst & Horton L.L.P., bond counsel. The payment shall not exceed $31, for McCall, Parkhurst & Horton L.L.P. (193173) and shall be made from Water Utilities Operating Fund 0100, Department DWU, Unit 7017, Object Section 7. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas and it is accordingly so resolved.

19 Fulbright & Jaworski LLP Draft 02/01/12 CREDIT AGREEMENT BY AND AMONG CITY OF DALLAS, TEXAS, STATE STREET BANK AND TRUST COMPANY, AS AGENT AND BANK AND CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM, AS BANK DATED AS OF MARCH 1, 2012 RELATING TO CITY OF DALLAS, TEXAS WATERWORKS AND SEWER SYSTEM COMMERCIAL PAPER NOTES, SERIES D

20 TABLE OF CONTENTS ARTICLE I DEFINITIONS... 2 Section Definitions... 2 Section Accounting Terms and Determinations... 9 Section Interpretation... 9 Section Time... 9 ARTICLE II THE NOTES... 9 Section Issuance of Notes... 9 Section Non-Issuance Instruction Section Terms of Notes ARTICLE III CONCERNING THE COMMITMENT Section The Commitment Section The Advances Section Payment of Interest on Advances Section Maximum Interest Section Payment of Principal of Advances Section Term Loan Section Reduction and Termination of the Commitment Section Fees Section Payment Section Extension of Payments Section Computation of Interest and Fees; Default Section Change in Law Section Margin Regulations ARTICLE IV CONDITIONS PRECEDENT Section Conditions Precedent to Commitment Section Conditions Precedent to Making Advances Section Conditions Precedent to Making Term Loans ARTICLE V REPRESENTATIONS AND WARRANTIES Section Organization; Authorization; No Conflict Section Validity and Binding Nature; Notes and Bank Notes Special Obligations of City Section Litigation and Continuing Liabilities i

21 Section Governmental Approval Section Lien in Favor of the Banks Section No Sovereign Immunity Section No Event of Default under the Ordinance Section Financial Statements Section Complete and Correct Information Section Sale or Encumbrance of System Section Incorporation by Reference Section Compliance with Laws ARTICLE VI COVENANTS Section Maintenance of Existence Section Maintenance of Rating Section Use of Proceeds Section Performance of Note Agreements Section Limitation on Issuance of Additional Debt Section Rate Covenant Section Operation of System Section Maintenance of Insurance Section Inspection of Books Section Reporting Requirements Section Notice of Certain Events Section Maintenance of Issuing and Paying Agent and Dealer Section Legislation Section Additional Liens Section No Conflicting Agreements Section Amendments to Note Agreements Section Total Outstanding Section Tax Exemption Section Offering Statement Section Compliance with Laws Section Sovereign Immunity Section Further Assurance Section Incorporation of Financial Covenants ii

22 Section Efforts to Pay Section Performance and Compliance with Other Covenants Section Investments Guidelines Section Replacement Credit Agreement ARTICLE VII EVENTS OF DEFAULT Section Events of Default Section Actions Taken in Respect of Events of Default Section Special Events of Default Section Actions Taken in Respect of Special Events of Default Section No Remedy Exclusive ARTICLE VIII AGENT Section Appointment, Powers and Immunities Section Reliance by Agent Section Defaults Section Rights as a Bank Section Indemnification Section Non-Reliance on Agent and other Banks Section Failure to Act Section Resignation of Agent ARTICLE IX GENERAL Section Notices Section Survival of Covenants; Successors and Assigns; Participations Section Unconditional Obligations Section Liability of Banks: Indemnification Section Expenses and Taxes Section No Waiver; Conflict Section Modification, Amendment, Waiver, Etc Section Dealing with the City, the Issuing and Paying Agent, and/or the Dealer Section Severability Section Counterparts Section Table of Contents; Headings Section Entire Agreement iii

23 Section Governing Law Section USA Patriot Act EXHIBITS Exhibit A Form of Non-Issuance Instruction Exhibit B Form of Request for Advance Exhibit B-1 Form of Request for Term Loan Exhibit C Form of Revolving Credit Note Exhibit C-1 Form of Term Note Exhibit D Form of Notice Not to Extend Commitment Exhibit E Form of Opinion of City Attorney iv

24 C REDIT A GREEMENT This Credit Agreement, dated as of March 1, 2012 (together with any amendments, restatements, supplements and/or other modifications thereto, this Agreement ) is entered into by and between the CITY OF DALLAS, TEXAS (the City ), STATE STREET BANK AND TRUST COMPANY ( State Street ) individually and as Agent for the hereinafter defined Banks (State Street in such capacity as Agent being referred to herein as the Agent ) and the CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM ( CalSTRS and, together with State Street, the Banks and, each individually, a Bank ). W ITNESSETH: WHEREAS, pursuant to Chapter 1371, Texas Government Code (the Act ), the City is authorized to issue commercial paper notes and to execute and deliver one or more credit agreements with respect to such commercial paper notes; and WHEREAS, pursuant to Ordinance No , adopted on August 25, 2004, which amended, restated, superseded and replaced Ordinance No , adopted on December 12, 2001, which amended, restated, superseded and replaced Ordinance No , adopted on September 24, 1997, the City authorized the issuance of its Waterworks and Sewer System Commercial Paper Notes, Series B (the Series B Notes ) in an aggregate principal amount not to exceed $200,000,000 to provide interim financing for additions, improvements and extensions to the System (as defined herein) pursuant to the authority of the Act; and WHEREAS, pursuant to Ordinance No adopted on August 25, 2004, which amended, restated, superseded and replaced Ordinance No , adopted on September 30, 2002, the City authorized the issuance of its Waterworks and Sewer System Commercial Paper Notes, Series C (the Series C Notes ) in an aggregate principal amount not to exceed $100,000,000 to provide interim financing for additions, improvements and extensions to the System pursuant to the authority of the Act; and WHEREAS, pursuant to an Ordinance No adopted on February 11, 2009 (the Ordinance ), the City authorized the issuance of its Waterworks and Sewer System Commercial Paper Notes, Series D (the Series D Notes ) in an aggregate principal amount not to exceed $300,000,000 to provide interim financing for additions, improvements and extensions to the System pursuant to the authority of the Act; and WHEREAS, the City has requested that the Banks, on a several and not joint basis, to provide liquidity and advance funds to support Notes (as defined herein), initially in an aggregate principal amount not to exceed $300,000,000 at any time outstanding. WHEREAS, the Banks are willing to provide such liquidity and advance funds, subject to the terms and conditions provided herein. NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and the Banks agree as follows:

25 ARTICLE I DEFINITIONS Section Definitions. In addition to the terms defined elsewhere in this Agreement or by reference to another document or agreement, the following terms used in this Agreement shall have the following respective meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): Act means Chapter 1371, Texas Government Code. Advance means each advance of funds made by the Banks to the City pursuant to Section 3.02 of this Agreement. Advance Maturity Date means, for any Advance, the first to occur of (i) the date that is 270 days after such Advance, (ii) the 60th day after the Termination Date, (iii) the date the Commitment is permanently reduced to zero as provided in Section 3.07 hereof or (iv) the date the Commitment is terminated pursuant to Section 7.02 or Section 7.04 hereof. Agent means, State Street Bank and Trust Company and any successor thereto. Agreement shall have the meaning set forth in the introductory paragraph hereof. Amortization Rate means on the Effective Date, and on each Calculation Date thereafter, 5.0%; provided, that if on the Calculation Date the Bond Buyer Revenue Bond Index equals or exceeds 6.5%, the Amortization Rate for the Fiscal Year commencing on such Calculation Date means 6.5%. If the Bond Buyer Revenue Bond Index shall no longer be published, the Agent shall select a comparable index in its sole discretion. Applicable Law means (a) in respect of any Person, all provisions of Laws applicable to such Person, and all orders and decrees of all courts and determinations of arbitrators applicable to such Person and (b) in respect of contracts made or performed in the State of Texas, Applicable Law shall also mean the laws of the United States of America, including, without limitation the foregoing, 12 U.S.C. Sections 85 and 86, as amended to the date hereof and as the same may be amended at any time and from time to time hereafter, and any other statute of the United States of America now or at any time hereafter prescribing the maximum rates of interest on loans and extensions of credit, and the laws of the State of Texas. Available Commitment shall mean, at any date, the amount of the Commitment less the aggregate principal amount of outstanding Advances and Term Loans made by the Banks to the City. Bank or Banks shall have the meaning set forth in the introductory paragraph hereof. Bank Note means the Revolving Credit Note and the Term Notes in the forms of Exhibit C and Exhibit C-1 attached hereto

26 Bank Rate means, for each day of determination, for any Advance, the rate per annum equal to the Base Rate from time to time in effect during the period from and including the first day of issuance of such Advance, to and including the 30 th day after issuance of such Advance; and from and including the 31 st day after the issuance of such Advance, to and including the 90 th day after the issuance of such Advance, the rate per annum equal to the Base Rate from time to time in effect plus 1.0% and from and including the 91 st day after the issuance of such Advance, the rate per annum equal to the Term Rate (such Advance having converted to a Term Loan pursuant to the terms hereunder); provided, that at no time shall the Bank Rate be less than the greater of the Floor Rate and the highest rate on any Notes outstanding (provided that such rate is not higher than the Highest Lawful Rate); provided further, that from and after the occurrence of an Event of Default that is continuing, the Bank Rate shall equal the Default Rate. Bankruptcy Code means 11 U.S.C. Section 101, et seq., as amended, and any successor statute thereto. Base Rate means the highest of: (i) the Prime Rate plus 1.0% per annum, (ii) the Federal Funds Rate plus 2.0% per annum and (iii) the Floor Rate; provided, that in no event shall the Base Rate cause the payment of interest by the City to be in excess of the Highest Lawful Rate. Base Rate shall be calculated in accordance with Section 3.11 hereof. Bond Counsel means an attorney or firm of attorneys which are nationally recognized as having expertise in the practice of tax-exempt municipal finance law, as approved by the City. Bonds means a series or issue of bonds, notes or similar obligations (other than the Notes or this Agreement (including the Revolving Credit Note)) issued by the City subsequent to the date of passage of the Ordinance, which bonds, notes or similar obligations are payable from a lien on and pledge of the Pledged Revenues of the System on a parity in rank or dignity, or subordinate in rank and dignity to the lien and pledge securing the payment of the Prior Lien Bonds, but senior in rank and dignity to the Notes, this Agreement and the Revolving Credit Note. Business Day means any day other than (i) a Saturday, (ii) a Sunday, (iii) a day on which the Issuing and Paying Agent, the Banks, The Bank of New York and the Agent are authorized or obligated by law or executive order to be closed, (iv) a day on which the New York Stock Exchange is authorized or obligated by law or executive order to be closed and (v) a day on which commercial banks are authorized or obligated by law or executive order to be closed in the city in which demands for payment are to be presented hereunder. Calculation Date means January 1 of each year, commencing January 1, 2013, while this Agreement is in full force and effect. CalSTRS means the California State Teachers Retirement System and its successors. CalSTRS Commitment means $136,095,890 (representing $125,000,000 in principal amount, plus $11,095,890 interest in respect of two hundred seventy (270) days of accrued interest on the Notes calculated on the basis of the actual number of days elapsed in a year of 365 days at the rate of 12% per annum) as such amount may be reduced pursuant to Section 3.07 hereof

27 Commercial Paper Note shall have the meaning set forth in the Ordinance. Commitment means, collectively, the CalSTRS Commitment and the State Street Commitment. Commitment Fee shall have the same meaning set forth in Section 3.08(a) hereof. Commitment Fee Percentage means, as of any date, the Commitment Fee Percentage set forth in the Fee Agreement, as applicable based upon the Rating in effect on such date. Deadline shall have the meaning set forth in Section 3.01(c) hereof. Dealer means, collectively, Banc of America Securities LLC and M.R. Beal & Company, and any successors or assigns. Dealer Agreement means, collectively, the Dealer Agreements, each dated as of March 1, 2009, each between the City and the respective Dealer approved and authorized pursuant to Section 3.04 of the Ordinance, as amended or supplemented from time to time. Debt of the City or the System means at any date (without duplication) all of the following to the extent the same are secured, in whole or in part, by Pledged Revenues: (a) all obligations of the City or the System for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (b) all obligations of the City or the System to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms which arise in the ordinary course of business; (c) all obligations of the City or the System as lessee under capitalized leases; and (d) all indebtedness of other Persons to the extent guaranteed by the City or the System. Default Rate means a fluctuating interest rate per annum equal to the Base Rate from time to time in effect plus 3.0%; provided, that in no event shall the Default Rate cause the payment of interest by the City to be in excess of the Highest Lawful Rate. Dodd-Frank Act means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as enacted by the United States Congress, and signed into law on July 21, 2010, and all regulations, guidelines and directions in connection therewith. Effective Date means March 16, 2012, the date on which this Agreement became effective. Event of Default means each of the conditions or events described in Section 7.01 hereof. Federal Funds Rate shall mean, for any day, the rate of interest per annum determined by the Agent to be the weighted average rate for the overnight purchase by the Agent of Federal funds on such day (or if such day is not a day for trading in Federal funds by and between banks in the market, the next preceding day for such trading). Fee Agreement means the Fee Agreement, dated as of March 1, 2012, by and among

28 the City and the Banks, as supplemented and amended from time to time. Fiscal Year means the twelve-month period beginning October 1 and ending on September 30. Fitch means Fitch, Inc., or if such entity is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the City. Floor Rate means 7.0% per annum. Governmental Authority means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. Gross Revenues and Gross Revenues of the System shall have the meaning set forth in the Ordinance. Highest Lawful Rate shall have the meaning set forth in Section 3.04 hereof. Investment Policy means the City of Dallas Investment Policy, as approved by the City Council and in effect on the Effective Date, as the same may be amended from time to time. Issuing and Paying Agent means U.S. Bank National Association, and its successors and assigns. Issuing and Paying Agent Agreement means the Issuing and Paying Agent Agreement, dated as of March 1, 2009, between the City and the Issuing and Paying Agent, as from time to time amended or supplemented. Laws means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. Master Note shall have the meaning set forth in the Ordinance. Moody's means Moody s Investors Service, Inc., or, if such corporation is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the City. Net Revenues or Net Revenues of the System shall have the meaning set forth in the Ordinance

29 Non-Issuance Instruction means the written instruction, in the form attached hereto as Exhibit A, given by the Banks to the City and the Issuing and Paying Agent pursuant to Section 2.02 hereof. Note Account means the Series D Note Payment Fund of the City created in Section 2.09 of the Ordinance. Note Agreements means the Notes from time to time issued by the City, the Note Authorization, the Issuing and Paying Agent Agreement and the Dealer Agreement. Note Authorization means the Ordinance and any written direction to the Issuing and Paying Agent directing the issuance of Notes. Notes means the Series D Notes or any other evidence of indebtedness authorized to be issued and at any time outstanding pursuant to the Ordinance and shall include Commercial Paper Notes (including the Master Note). Ordinance shall have the meaning set forth in the recitals hereof. Outstanding shall have the meaning set forth in the Ordinance. Outstanding Prior Lien Bonds shall have the meaning set forth in the Ordinance. Person means a natural person, corporation (which shall be deemed to include a business trust), unincorporated organization, a government or any department or agency thereof, association, company, partnership, or any other entity. Pledged Revenues shall have the meaning set forth in the Ordinance. Prime Rate means the rate of interest publicly announced from time to time by the Agent as its prime rate, plus any funding premium in effect from time to time. The Prime Rate is set by the Agent based on various factors, including the Agent's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans. The Agent may price loans to its customers at, above, or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in the Agent's Prime Rate. Prior Lien Bond Ordinance shall have the meaning set forth in the Ordinance. Prior Lien Bonds shall have the meaning set forth in the Ordinance. Project Note means, as appropriate, a Note or all the Notes, other than any Bank Note. Rating means any long-term rating assigned by a Rating Agency to the Prior Lien Bonds, less one rating notch. Rating Agencies means S&P, Fitch and Moody s. Refunding Notes means any Notes issued by the City the proceeds of which are used

30 solely to pay the maturing principal of previously issued Notes. Related Documents shall mean the Ordinance, the Issuing and Paying Agent Agreement, the Dealer Agreement, the Commercial Paper Notes, the Bank Note, the Fee Agreement and any exhibits, instruments, or agreements relating thereto. Request for Advance means an irrevocable request for an Advance, in the form attached hereto as Exhibit B, given by the Issuing and Paying Agent on behalf of the City to the Banks pursuant to Section 3.02(c) hereof. Request for Term Loan means an irrevocable request for a Term Loan, in the form attached hereto as Exhibit B-1, given by the City (or the Issuing and Paying Agent on behalf of the City) to the Banks pursuant to Section 3.06(e) hereof. Resolution means the resolution of the City adopted February 8, 2012, approving the City s execution, delivery and performance of this Agreement. Revolving Credit Note means a promissory note of the City, substantially in the form of Exhibit C hereto, evidencing the Advances made under this Agreement. S&P means Standard & Poor s Ratings Services, a Standard & Poor s Financial Services LLC business, or if such entity is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the City. Series B Bank Note means the Bank Note evidencing Advances and Term Loans made by the lenders to the City under the Series B Credit Agreement. Series B Credit Agreement means that certain Revolving Credit Agreement, effective as of September 1, 2011, by and among the City, Bank of America, N.A., as administrative agent and as lender, and JPMorgan Chase Bank, National Association, as lender, relating to the Series B Notes, as same may be amended, restated, supplemented and/or otherwise modified from time to time. Series C Bank Note means the Bank Note evidencing Advances and Term Loans made by the lenders to the City under the Series C Credit Agreement. Series C Credit Agreement means that certain Revolving Credit Agreement, effective as of September 1, 2011, by and among the City, Bank of America, N.A., as administrative agent and as lender, and JPMorgan Chase Bank, National Association, as lender, relating to the Series C Notes, as same may be amended, restated, supplemented and/or otherwise modified from time to time. Series B Notes has the meaning set forth in the second recital hereof. Series C Notes has the meaning set forth in the third recital hereof. Series D Notes has the meaning set forth in the fourth recital hereof

31 Share of Commitment means, initially, with respect to State Street $190,534,247 and with respect to CalSTRS $136,095,890, and thereafter such amount as may be reduced pursuant to Section 3.07 hereof. Special Covenant Default means (i) an Event of Default under Section 7.01(f) of this Agreement or (ii) an Event of Default under Section 7.01(c) of this Agreement resulting from a breach or failure of performance by the City of any of its covenants contained in Section 6.06 hereof. Special Event of Default means each of the conditions or events described in Section 7.03 hereof. State means the State of Texas. State Street means State Street Bank and Trust Company and its successors. State Street Commitment means $190,534,247 (representing $175,000,000 in principal amount, plus $15,534,247 interest in respect of two hundred seventy (270) days of accrued interest on the Notes calculated on the basis of the actual number of days elapsed in a year of 365 days at the rate of 12% per annum) as such amount may be reduced pursuant to Section 3.07 hereof. Subordinated Obligations shall have the meaning set forth in the Ordinance. System shall have the meaning set forth in the Ordinance. Tax or Taxes means any federal, state or local tax, including, without limitation, income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, gross receipts tax, withholding tax, social security tax, occupation tax, service tax, license tax, payroll tax, transfer and recording tax, severance tax, customs tax, import tax, export tax, employment tax, or any similar or other tax, assessment, duty, fee, levy or other governmental charge, together with and including, without limitation, any and all interest, fines, penalties, assessments and additions to tax resulting from, relating to, or incurred in connection with any such tax or any contest or dispute thereof. Term Loan means loans made by the Banks to the City pursuant to Section 3.06 of this Agreement. Term Note means each promissory note of the City, substantially in the form of Exhibit C-1 hereto, evidencing a Term Loan made under this Agreement together with all renewals, extensions, and modifications thereof and all substitutions and replacements therefor. Term Rate means for any day with respect to a Term Loan a per annum rate of interest, calculated on the basis of a year of 360 days using the actual number of days elapsed, equal to the Base Rate plus 2.0%; provided, that in no event shall the Term Rate cause the payment of interest by the City to be in excess of the Highest Lawful Rate. Termination Date means (i) March 16, 2015 or (ii) such other date as may be mutually

32 agreed upon in writing by the City and the Banks as provided in Section 3.01(c) hereof. Termination Fee shall have the meaning set forth in Section 3.08(e) hereof. Section Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with accounting principles generally accepted in the United States and applicable to governments as in effect from time to time, applied on a consistent basis. Section Interpretation. The following rules shall apply to the construction of this Agreement unless the context requires otherwise: (i) the singular includes the plural, and the plural includes the singular; (ii) words imparting any gender include the other gender; (iii) references to statutes are to be construed as including all statutory provisions consolidating and amending, and all regulations promulgated pursuant to, such statutes; (iv) references to writing include printing, photocopy, typing and other means of reproducing words in a tangible visible form; (v) the words including, includes and include shall be deemed to be followed by the words without limitation ; (vi) references to the introductory paragraph, recitals, articles, sections (or clauses or subdivisions of sections), exhibits, appendices, annexes or schedules are to those of this Agreement unless otherwise indicated; (vii) references to agreements and other contractual modifications shall be deemed to include all subsequent amendments or other modifications to said instruments, but only to the extent such amendments or other modifications are permitted or not prohibited by the terms of this Agreement; (viii) section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose; (ix) references to Persons include their respective permitted successors and assigns and, in the case of governmental Persons, Persons succeeding to their respective functions and capacities; and (x) in the computation of a period of time from a specified date to a later specified date, the word from means from and including and the words to and until each means to but excluding. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Ordinance. Section Time. All references to time herein refer to New York City time. ARTICLE II THE NOTES Section Issuance of Notes. (a) Pursuant to the Act, the Note Authorization, the Issuing and Paying Agent Agreement and the Dealer Agreement, the City has (i) authorized and directed the Issuing and Paying Agent to act as the City s agent in the issuance, authentication, delivery and payment of Notes and in effecting Advances and Term Loans hereunder, (ii) authorized and directed the Dealer to place Notes from time to time issued with the public, and (iii) provided security for the payment of principal of the Notes, the principal of and interest on the Bank Notes and the obligations of the City to the Banks under this Agreement. (b) Unless each of the City and the Issuing and Paying Agent are in receipt of a Non- Issuance Instruction from the Banks (which Non-Issuance Instruction was given in accordance

33 with Section 2.02 hereof and has not been revoked by the Banks), then the City shall have the right from time to time to issue and sell any such Notes to which the Commitment has been extended pursuant to the Act, the Note Authorization and the Issuing and Paying Agent Agreement up to the maximum amounts permitted to be outstanding at any time by Section 2.03 hereof. Section Non-Issuance Instruction. (a) Upon the occurrence or continuance of an Event of Default, the Banks shall have the right to deliver to the City, the Dealer and the Issuing and Paying Agent a Non-Issuance Instruction, any such Non-Issuance Instruction to be in the form of Exhibit A attached hereto. Any Non-Issuance Instruction given by the Banks to the City, the Dealer and to the Issuing and Paying Agent in accordance with this Section shall specify the then existing Event of Default as being the reason or reasons to cease issuing, authenticating and delivering Notes (other than Notes permitted to be issued, authenticated and delivered as provided in subsection (b) of this Section). In addition, if either (i) a Special Covenant Default has occurred and is continuing or (ii) if a Term Loan is outstanding when such Event of Default occurs, such Non-Issuance Instruction may also instruct the City to cease issuing, authenticating and delivering any additional Prior Lien Bonds and Subordinated Obligations. If the Banks, as permitted by this Section and as contemplated by the Note Authorization and the Issuing and Paying Agent Agreement, deliver a Non-Issuance Instruction to the City, the Dealer and the Issuing and Paying Agent on or before 8:30 a.m. on a Business Day, then the City shall not, and shall cause the Dealer and the Issuing and Paying Agent not to, issue, authenticate or deliver any Notes (other than Notes permitted to be issued, authenticated and delivered as provided in subsection (b) of this Section) or, if such Non-Issuance Instruction also applies to the issuance of Prior Lien Bonds and Subordinated Obligations as hereinabove provided, any Prior Lien Bonds and Subordinated Obligations (other than Prior Lien Bonds or Subordinated Obligations the proceeds of which will be used to pay the then outstanding Notes) from and after such Business Day until such time as all Non-Issuance Instructions have been revoked by the Banks as provided in subsection (d) of this Section. The City shall not, under any circumstances, so long as any Non-Issuance Instruction remains in effect, request the Dealer to purchase or sell any Notes (other than Notes permitted to be issued, authenticated and delivered as provided in subsection (b) of this Section). (b) Subsection (a) of this Section notwithstanding, the City and the Issuing and Paying Agent may issue, authenticate and deliver Notes (i) on the date of receipt of a Non-Issuance Instruction, (ii) pursuant to a written agreement between the City and the Dealer to which the Banks have previously consented in writing with respect to agreements for the sale of Notes concluded by the Dealer prior to the time the Dealer first received notice from the Banks, the Issuing and Paying Agent or the City of a Non-Issuance Instruction, or (iii) which constitute Refunding Notes if the Non-Issuance Instruction permits the issuance of Refunding Notes. For purposes of this subsection, an agreement for the sale of Notes shall be deemed concluded when it has become a final agreement in accordance with the customary practice of commercial paper dealers or placement agents in New York City. (c) Concurrently with the giving of any Non-Issuance Instruction to the City, the Dealer and the Issuing and Paying Agent, the Banks shall give notice thereof to the Rating Agencies (in each case to the extent each such statistical rating organization then provides an

34 investment rating with respect to the Notes), but the failure of the Banks to do so shall not impair the effectiveness of any such Non-Issuance Instruction. (d) Any Non-Issuance Instruction may be revoked by the Banks at any time by written notice delivered to the City, the Dealer and the Issuing and Paying Agent and shall be revoked by the Banks upon the full and complete remedy of all then existing Events of Default. Section Terms of Notes. (a) The City agrees that each Series D Note shall (i) be substantially in the form set forth in Section 2.05 of the Ordinance, (ii) be completed in accordance with this Agreement, the Issuing and Paying Agent Agreement and the Note Authorization, (iii) be dated the date of issuance thereof, (iv) be issued in registered form, without coupons, (v) have a stated maturity date which shall be a date not later than the first to occur of (A) the 270 th day after the date of such Note's issuance or (B) the Termination Date, (vi) be in a principal amount of $100,000 or any integral multiple of $1,000 in excess of such amount, and (vii) not be subject to redemption prior to stated maturity. (b) The City further agrees that the principal amount of any of Notes proposed to be issued, when added to the aggregate principal amount of all other Notes Outstanding (after taking into account any Notes paid or to be paid on such proposed issuance date) on such proposed issuance date and to the principal amount of all outstanding related Advances and Term Loans, shall not exceed the aggregate amount of the Available Commitment in effect on such proposed issuance date. Upon the written request of the Issuing and Paying Agent, the Banks agree to confirm to the Issuing and Paying Agent the Available Commitment in effect on the date of such request. (c) As contemplated by Section 4 of the Issuing and Paying Agent Agreement, all Notes shall be issued, authenticated and delivered against payment therefor and otherwise in accordance with the terms of this Agreement, the Issuing and Paying Agent Agreement and the Note Authorization, and details of such issuance, if requested in writing by the Banks, shall be transmitted to the Banks as provided in the Issuing and Paying Agent Agreement. Section The Commitment. ARTICLE III CONCERNING THE COMMITMENT (a) The City hereby requests the Banks and the Banks hereby agree, on the terms and conditions herein set forth, to establish a revolving line of credit for the benefit of the City in an amount not to exceed the Commitment for the purpose of making Advances to fund the payment by the City of the principal of and interest on any Notes at stated maturity in accordance with this Agreement, the Note Authorization and the Issuing and Paying Agent Agreement. In no event shall any Bank be required to make Advances hereunder in excess of its Commitment. (b) On and as of the Effective Date, the amount available for making Advances under the Commitment is the aggregate of the CalSTRS Commitment and the State Street

35 Commitment. The Commitment is subject to permanent reduction as provided in Section 3.07 hereof. The Commitment, and the obligation of the Banks to make Advances and Term Loans, shall expire on the first to occur of (i) the Termination Date, (ii) the date that the amount of the Commitment is permanently reduced to zero pursuant to Section 3.07 hereof, or (iii) the date the Commitment is terminated pursuant to Section 7.02 or Section 7.04 hereof. (c) At least 180 days preceding the Termination Date (as such date may have been previously extended) (the Deadline ), the City may request in writing to the Banks an extension of such Termination Date. If the City shall make a request for extension prior to the Deadline, the Banks shall notify the City in writing whether or not they consent to such request and the terms and conditions upon which they will consent to such request (including, among other things, conditions relating to pricing and legal documentation) not less than 150 days prior to the Termination Date (as such date may have been previously extended). The Banks shall have no obligation whatsoever to consent to any request for an extension of the Termination Date. If the Banks shall not notify the City of their consent to such extension, the Banks shall be deemed to have rejected the City s request for an extension. If the Banks (in their sole and absolute discretion) shall agree to extend the Termination Date, then the Banks and the City shall enter into an amendment of this Agreement and deliver a copy of such amendment, executed by the parties thereto, to the Issuing and Paying Agent, each Dealer and each Rating Agency then rating the Notes. Except as may be otherwise expressly provided in a particular amendment to this Agreement providing for an extension of the Termination Date, the provision of the Commitment during such an extension shall be on the same terms and conditions as those set forth in this Agreement. Any notice by the Banks of their intent not to extend the Termination Date made pursuant to this Section 3.01(c) may be in the form of Exhibit D attached hereto. Section The Advances. (a) On the terms and subject to the conditions of this Agreement, the Banks agree to make Advances under the Commitment to the City from time to time in an aggregate principal amount at any one time outstanding not to exceed the amount of the Available Commitment. Within such limit, the City may, while the Commitment is in effect, borrow, prepay, repay, and reborrow Advances under the Commitment pursuant to this Section. (b) Advances made by the Banks under the Commitment for the payment of principal of and interest on Notes shall be evidenced by a separate Revolving Credit Note, in the form attached hereto as Exhibit C. A Revolving Credit Note shall be registered in the name of and payable to the Banks in the amount of the Commitment. The principal amount outstanding of the Revolving Credit Note at any time shall equal the amount of the then outstanding and unpaid Advances. A Revolving Credit Note shall bear interest during the same periods and at the same rates as are applicable to the Advances evidenced by such Revolving Credit Note, determined as provided herein in accordance with the provisions hereof. The principal of a Revolving Credit Note, and the interest thereon, shall be payable (and prepayable) at the same times and in the same amounts as are applicable to the related Advances evidenced by such Revolving Credit Note, determined as provided herein in accordance with the provisions hereof. (c) If the Issuing and Paying Agent on behalf of the City determines that it is necessary to request an Advance to provide for the payment of the principal of and/or interest on

36 Notes when due at stated maturity, the Issuing and Paying Agent on behalf of the City shall do so by submitting to the Banks an irrevocable written request to make such an Advance, such irrevocable written request to be in the form of the Request for Advance attached hereto as Exhibit B. Any Request for Advance shall (i) state the date for funding by the Banks of such Advance, which shall be a Business Day and (ii) specify the aggregate principal amount of such Advance (which aggregate principal amount of such Advance (A) shall not exceed (1) the aggregate principal amount of the Notes maturing on the date of such Advance and which has not been and will not be paid from the proceeds of the sale of Refunding Notes on such date or from other available funds on deposit in the Note Account on such date plus (2) the amount of interest on such Notes, (B) shall not, after the making of such Advance, exceed the amount available under the Commitment, and (C) shall be in the minimum principal amount of $100,000). Assuming compliance by the City (or the Issuing and Paying Agent on behalf of the City) with the procedures set forth in this subsection and the conditions set forth in Section 4.02 hereof (i.e., actual receipt by the Banks of a properly completed Request for Advance by 12:00 p.m. on the Business Day such Advance is requested and no Special Event of Default has occurred and is continuing), then the Banks shall pay the Advance, in immediately available funds, to the Issuing and Paying Agent by not later than 2:30 p.m. on the Business Day requested. If the Banks determine not to pay a Request for Advance either because such Request for Advance was not properly completed or due to the existence of a Special Event of Default, the Banks shall, to the extent practicable, on the date of receipt of such Request for Advance and, in any event, not later than the Business Day next following the date of receipt of such Request for Advance, so notify the Issuing and Paying Agent, such notice to set forth the existing Special Events of Default or the deficiencies in such Request for Advance, as applicable; provided, however, that if the date of receipt of such Request for Advance is the requested date of the Advance, such notice shall be sent on the date of receipt of the Request for Advance. (d) The date and amount of each Advance, and all payments made on account thereof, shall be recorded by the Banks on their respective books and records, which books and records shall, absent manifest error, be conclusive as to amounts payable by the City hereunder and under the Revolving Credit Note. The Agent may, but shall not be required to, complete the schedule attached to the Revolving Credit Note to reflect the making and status of Advances thereunder and under the Commitment; provided, that the failure to make or any error in making any such endorsement on such schedule shall not limit, extinguish or in any way modify the obligation of the City to repay the Advances. Section Payment of Interest on Advances. Subject to the provisions of Sections 3.04 and 3.05 hereof, the City shall pay interest on the unpaid principal amount of each Advance at a rate per annum equal to the Bank Rate; provided, that at no time shall the Bank Rate be less than the greater of the Floor Rate and the highest rate on any Notes outstanding. Accrued interest on each Advance shall be payable (i) monthly in arrears on the first Business Day of each month following the date of such Advance and (ii) on the date provided in Section 3.05 hereof for the payment of principal of such Advance. Interest accruing at the Default Rate shall be payable on demand. Interest on each Advance shall be calculated on the basis of the actual number of days elapsed in a year of 365 days. Section Maximum Interest. Anything in this Agreement or the Bank Notes to the contrary notwithstanding, the City shall never be required to pay interest on any Advance, Term

37 Loan or the Bank Notes at a rate in excess of the maximum nonusurious interest rate that may, under applicable federal law and applicable state law (including specifically Chapter 1204, Texas Government Code), be contracted for, charged or received under such laws (such maximum nonusurious interest rate being the Highest Lawful Rate ), and if the effective rate of interest which would otherwise be payable under this Agreement and the Bank Notes would exceed the Highest Lawful Rate, or if the Banks shall receive any interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the City on any Advance or Term Loan under this Agreement and the Bank Notes to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the City on any Advance or Term Loan under this Agreement and the Bank Notes shall be reduced to the amount allowed by applicable law, and (ii) any interest paid by the City or any interest paid by the City in excess of the amount allowed by applicable law shall, at the option of the Banks be either refunded to the City or credited on the principal of the applicable Advance or Term Loan and the Bank Notes. It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Banks on any Advance or Term Loan under the Bank Notes, or under this Agreement, are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Banks, and shall be made, to the extent permitted by usury laws applicable to the Banks (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the period of the full stated term of the applicable Advances and Term Loans, evidenced by the Bank Notes, all interest at any time contracted for, charged or received by the Banks in connection therewith. If at any time (i) the amount of interest payable to the Banks on any date shall be computed at the Highest Lawful Rate pursuant to this Section 3.04 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Banks would be less than the amount of interest payable to the Banks computed at the Highest Lawful Rate, then to the extent permitted by law the amount of interest payable to the Banks in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Banks shall equal the total amount of interest which would have been payable to the Banks if the total amount of interest had been computed without giving effect to this Section 3.04 and shall continue to be payable, but in no event beyond the Maximum Maturity Date (as defined in the Ordinance) until the Banks have been paid in full for all such amounts; provided, however, upon payment in full of the principal amount of the Advance or Term Loan for which interest has been accruing, interest shall no longer accrue. Texas Finance Code, Chapter 346 (which regulates certain revolving credit loan accounts and revolving tri-party accounts), except for Section thereof, shall not apply to this Agreement or the Bank Notes. Section Payment of Principal of Advances. (a) The City shall repay each Advance on or before the Advance Maturity Date unless such Advance is converted to a Term Loan pursuant to a completed and signed Request for Term Loan delivered to the Banks in accordance with Section 3.06 hereof. (b) The City may prepay any Advance in whole or in part at any time; provided, that (i) the City (or the Issuing and Paying Agent on behalf of the City) shall give the Banks not less than three (3) Business Days' prior written notice of each prepayment of an Advance, (ii) any partial prepayment must be in a minimum amount of $1,000,000, (iii) after giving effect to such

38 prepayment, the principal amount of any Advance remaining outstanding shall be not less than $100,000, and (iv) each prepayment must be accompanied by the payment of accrued interest, including interest payable pursuant to Section 3.04 hereof, on the principal amount of the Advance prepaid to the date of prepayment. Any prepayment of Advances pursuant to this subsection shall be applied in inverse order of maturity of all then outstanding Advances under the Commitment. (c) Unless the Banks notify the City and the Issuing and Paying Agent that the provisions of this subsection shall not apply to any particular issuance of Notes, if the City issues Notes on any date on which any Advances are outstanding and the proceeds of such issuance exceed the amount (if any) necessary to pay Notes, if any, maturing on such date, then the City shall (or the City shall cause the Issuing and Paying Agent to) prepay any such Advances then outstanding by paying to the Banks the aggregate principal amount of such Advances to the extent of such excess, together with interest accrued thereon to but not including the date of prepayment. Any prepayment of Advances pursuant to this subsection shall be applied in inverse order of maturity of all then outstanding Advances under the Commitment. Section Term Loan. (a) The Banks agree that they will on the Advance Maturity Date, on the terms and conditions set forth in this Agreement including, without limitation, satisfaction of the conditions set forth in this Section 3.06 and in Section 4.03 hereof, make a Term Loan to the City in an amount equal to the outstanding unpaid principal balance of each Advance; provided, however, that the sum of (i) the unpaid principal amount of outstanding Advances plus (ii) the unpaid principal balance of the outstanding Term Loans, shall at no time exceed the Commitment. (b) Principal and interest outstanding under each Term Loan shall be repaid monthly in arrears commencing on the first Business Day of the first month following the date such Term Loan is made by the Banks and continuing on the first Business Day of each month thereafter until such Term Loan is repaid in full in thirty-six (36) equal installments; provided, that each Term Loan shall be immediately repaid in full on (i) the date that this Agreement is replaced, (ii) the date that the Commitment is permanently reduced to zero (other than a reduction solely as a result of the expiration of this Agreement, or (iii) the date the related Notes for such Term Loan have matured or been paid. With respect to Term Loans, amounts required to be repaid pursuant to clause (a) of this Section 3.06 shall not be reborrowed. (c) The City shall pay interest on the unpaid principal of each Term Loan, payable monthly in arrears on the first Business Day of each month, at a rate per annum equal to the Term Rate; provided, that the principal amount of any Term Loan not paid when due shall bear interest at a rate per annum equal to the lesser of (A) the Default Rate and (B) the Highest Lawful Rate. (d) The City shall have the right to prepay, in whole but not in part, all outstanding principal and interest on any Term Note on any Business Day with three (3) Business Days prior written notice thereof to the Banks. (e) The City (or the Issuing and Paying Agent on behalf of the City) may request that the outstanding principal balance of an Advance that is not paid in full on the Advance Maturity

39 Date be converted to a Term Loan pursuant to a completed and signed Request for Term Loan made to the Banks. A completed and signed Request for Term Loan shall be made to the Banks by delivery of a telecopy or other written form containing the information prescribed in Exhibit B-1 hereto. (f) The obligation of the Banks to make any Term Loan is subject to receipt by the Banks by 1:00 p.m. on a Business Day which is at least three (3) Business Days prior to the Advance Maturity Date of a Request for Term Loan as required by Section 3.06(e) hereof and a Term Loan Certificate which warrants and represents that (A) no Event of Default or Special Event of Default has occurred and is continuing and (B) the representations and warranties of the City contained in Article V hereof are true and correct in all respects as of the date of the Request for Term Loan. The City shall also deliver to the Banks, on or before the Advance Maturity Date, a duly completed and executed Term Note evidencing the City s obligation to repay such Term Loan, such Term Note to be in the form attached hereto as Exhibit C-1. (g) Survival. All of the City s obligations under this Article III shall survive termination of the Commitment and repayment of all Term Notes hereunder. Section Reduction and Termination of the Commitment. The City may permanently reduce the Commitment in whole (which shall result in a termination of this Agreement and the Commitment hereunder) or in part pro rata among the Banks upon at least three (3) Business Days prior written notice to the Banks, which written notice shall identify the Commitment and the Bank Notes and specify the amount and the effective date of any such reduction; provided, that (i) any partial reduction must be in the minimum amount of $1,000,000, or any integral multiple of $100,000 in excess of such amount and (ii) the amount of the Commitment may not be reduced below an amount equal, as of the date of the proposed permanent reduction in the Commitment, to the sum of (A) the outstanding Advances and Term Loans plus (B) the Outstanding principal amount of the Notes plus (C) interest on such principal amount of the Notes equal to 270 days at the rate of 12% per annum. On or prior to any termination of the Commitment pursuant hereto, all outstanding Advances, accrued interest, fees and other obligations of the City hereunder and under the Revolving Credit Note shall be paid or repaid in full to the Banks. Except as provided in Section 7.04 hereof, Term Loans outstanding on the date of any such reduction in whole or termination of the Commitment shall remain outstanding and shall be due and payable in accordance with the provisions hereof. Notwithstanding anything to the contrary contained herein, the principal portion of the Commitment shall reduce in an amount equal to any reductions of the principal amount of Commercial Paper Notes that may be issued under the terms of the Ordinance. Section Fees. The City shall pay to the Banks the fees set forth in the Fee Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. Section Payment. Except as otherwise provided herein, all payments by the City to the Banks under this Agreement, the Fee Agreement and the Bank Notes shall be made in United States dollars and immediately available funds by federal funds transfer to the Banks in accordance with the wire instructions set forth in Section 9.01 hereof, so that the same is received not later than 3:00 p.m. on the due date thereof. Any payment hereunder or under the

40 Bank Notes received after such time on such due date shall be deemed received on the next succeeding Business Day and, unless such payment is made in satisfaction of Section 3.08, interest shall accrue at the Bank Rate to such succeeding Business Day, as herein provided. Each payment hereunder or under the Bank Notes shall be made without condition or qualification and without reduction by reason of set-off, counterclaim or otherwise, and free and clear of and without deduction or withholding for or by reason of any present or future taxes, duties, levies, imposts, deductions, or charges of any nature whatsoever. Section Extension of Payments. If any payment under this Agreement or under the Bank Notes shall become due on a day which is not a Business Day, then the due date thereof shall be extended to the next following day which is a Business Day, and such extension shall be taken into account in computing the amount of any interest or fees then due and payable hereunder or under the Bank Notes. Section Computation of Interest and Fees; Default. All interest payable under this Agreement and under the Bank Notes shall be computed on the basis of a year of 365 days and the actual number of days elapsed. All fees payable under this Agreement and under the Bank Notes shall be computed on the basis of a year of 360 days and the actual number of days elapsed. Except for any amount due pursuant to Section 3.08, any amount payable by the City to the Banks hereunder and under the Bank Notes that is not paid when due shall bear interest at the Default Rate, payable in full on demand. Section Change in Law. If any change in applicable law, treaty, regulation, guideline or directive (including, without limitation, Regulation D promulgated by the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect) or any new law, treaty, regulation, guideline or directive, or any interpretation of any of the foregoing by any governmental authority charged with the administration or interpretation thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over any Bank or the transactions contemplated by this Agreement (whether or not having the force of law), or compliance therewith by any Bank (a Change in Law ), shall (i) subject any Bank to any tax, duty, charge, stamp tax, fee, deduction, or withholding with respect to the Commitment, the Advances, the Term Loans, the Bank Notes or this Agreement (other than any tax measured by or based upon the overall net income of any Bank imposed by any jurisdiction having control over any Bank's lending branch), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any assets held by, deposits with or for the account of, or loans, advances or commitments by or any other acquisition of funds or disbursements by an office of any Bank the result of which is to increase the cost to or impose an additional cost on any Bank in connection with the Commitment, the Advances, the Term Loans, the Bank Notes or this Agreement, or (iii) change the basis of taxation of payments due any Bank under this Agreement or the Bank Notes and the result of any of the foregoing is to increase the cost to or impose an additional cost on any Bank of making any payment or maintaining any Advance, Term Loan or the Commitment, to reduce the amount of any payment (whether of principal, interest, or otherwise) receivable by any Bank under this Agreement, or to require any Bank to make any payment on or calculated by reference to the gross amount of any sum received by it, in each case by an amount which any Bank in its sole judgment deems material, then (1) any Bank shall promptly notify the City in writing of the happening of such event, (2) any Bank shall promptly deliver to the City a certificate stating the change which has occurred or the reserve

41 requirements, tax or other costs or conditions which have been imposed on any Bank or the request, direction, or requirement with which any Bank has complied, together with the date thereof, the amount of such increased costs, reduction or payment and the way in which such amount has been calculated, and (3) the City shall pay to any Bank, from time to time as specified by any Bank (but in no event shall any such payment be required earlier than the 30th day next following the date of such notice of increased costs by any Bank), such amount or amounts as will compensate any Bank for such additional cost, reduction or payment effective as of the date of the happening of the event. The City agrees that a written statement as to such increased costs or reductions incurred by any Bank or submitted by any Bank to the City in accordance with this Section 3.12 shall be conclusive as to the amount thereof absent manifest error. To the extent any Bank may assert that it is not liable to pay any tax, duty, charge, stamp tax or other amount with respect to the Commitment as a result of such Bank being a Governmental Authority, such Bank agrees to make such assertion to the maximum extent permitted by Law. Notwithstanding the foregoing, for purposes of this Section 3.12, (i) all requests, rules, guidelines or directives in connection with the Dodd-Frank Act shall be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or promulgated, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or any Governmental Authority shall be deemed a Change in Law regardless of the date enacted, adopted or issued. Section Margin Regulations. No portion of the proceeds of any Advances or Term Loans under this Agreement and the Bank Notes shall be used by the City (or the Issuing and Paying Agent or any other Person on behalf of the City) for the purpose of purchasing or carrying any margin stock or used in any manner which might cause the borrowing or the application of such proceeds to violate Regulation G, Regulation U, Regulation T, or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation of the Board or to violate the Securities Exchange Act of 1934, as amended, in each case as in effect on the date or dates of such Advances or Term Loans and such use of proceeds. ARTICLE IV CONDITIONS PRECEDENT Section Conditions Precedent to Commitment. The obligation of the Banks to establish the Commitment and execute and deliver this Agreement is subject to the satisfaction of each of the following conditions precedent on or before the Effective Date, all in form and substance satisfactory to the Banks: (a) Approvals. The Banks shall have received a counterpart of this Agreement duly executed by the City and the Banks and copies of all action taken by the City approving the execution and delivery by the City of this Agreement, the Bank Notes and the Note Agreements, in each case certified by an authorized official of the City as complete and correct as of the date hereof

42 (b) Incumbency of City Officials. The Banks shall have received an incumbency certificate of the City in respect of each of the officials who is authorized to (i) sign this Agreement, the Bank Notes and the Note Agreements on behalf of the City and (ii) take actions for the City under this Agreement, the Bank Notes and the Note Agreements. (c) Opinion of Bond Counsel. The Banks shall have received a written opinion or opinions of Bond Counsel, addressed to the Banks, dated the Effective Date to the effect that (i) this Agreement has been and, when executed and delivered, the Bank Notes will be, duly authorized, executed and delivered by the City and are the valid and binding obligations of the City enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization or moratorium applicable to the City and general equitable principles regarding the availability of specific performance, (ii) the execution and delivery by the City of this Agreement and the performance by the City of its obligations under this Agreement, the Note Agreements and, when executed and delivered, the Bank Notes do not and will not violate the Constitution or laws of the State, (iii) the Bank Notes and other amounts due and payable by the City under this Agreement are special obligations of the City payable from and secured solely by the Pledged Revenues pursuant to the Ordinance, and (iv) the City has taken all actions, and has obtained any approvals, necessary to the authorization, execution, delivery, and performance by the City of this Agreement and the Bank Notes. In addition, the Banks shall have received a letter or letters from Bond Counsel authorizing the Banks to rely on the final approving opinion or opinions of Bond Counsel initially delivered in 2009 to the City in respect of the Notes as if such opinions were addressed to the Banks. (d) Opinion of City Attorney. The Banks shall have received a written opinion of the City Attorney, on which the Banks may rely, substantially in the form of Exhibit E hereto, with such changes, modifications, deletions, or additions as may be acceptable to the City Attorney and counsel for the recipients thereof. (e) Issuing and Paying Agent; Dealer. The Banks shall have received copies of each of the Issuing and Paying Agent Agreement and the Dealer Agreement, duly executed by the parties thereto, which agreements shall be in full force and effect. (f) Ordinance. The Banks shall have received a copy of the final adopted Ordinance, including any amendments or supplements thereto, if any, which have been adopted as of the Effective Date, authorizing the issuance of the Notes, certified by the City Secretary as being in full force and effect. (g) No Default, Etc. (i) No Event of Default or Special Event of Default shall have occurred and be continuing as of the date hereof or will result from the execution and delivery by the City of this Agreement and the establishment of the Commitment, (ii) the representations, warranties and covenants made by the City in Articles V and VI hereof shall be true and correct in all material respects on and as of the Effective Date, as if made on and as of such date, and (iii) the Banks shall have received a certificate, given and made as of the Effective Date, from the City to the foregoing effect. (h) Financial Information. The Banks shall have received (i) copies of the City s audited financial statements with respect to the System for the Fiscal Year ended September 30,

43 2010, (ii) the budget and projections for the System for the Fiscal Year ending September 30, 2012, (iii) the Investment Policy, and (iv) evidence satisfactory to the Banks that the City complies with the covenant set forth in the last sentence of Section 6.05 hereof. (i) Legality; Material Adverse Change. The Banks shall have determined (in their sole discretion) that (i) neither the making of any Advances nor the consummation of any of the transactions contemplated by the Ordinance, the Notes, the Bank Notes or this Agreement will violate any law, rule, guideline or regulation applicable to the City, the System, the Banks or this Agreement and (ii) no material adverse change in the ratings, financial condition, business, assets, liabilities or prospects of the System shall have occurred since September 30, (j) Attorney General Approval. The Banks shall have received evidence satisfactory to the Banks that the Attorney General of the State of Texas shall have approved this Agreement as required by the Act. (k) Fees and Expenses. The Banks and their respective counsel shall have received payment of the fees, costs and expenses referred to in Section 3.08 and Section 9.05 hereof that are due on the Effective Date. (l) Agreement. Agreement. The City and the Banks shall have executed and delivered this (m) Commercial Paper Notes Ratings. The Banks shall have received from a nationally recognized rating agency a rating letter confirming that the Commercial Paper Notes have short-term ratings of at least P-1 in the case of Moody's and at least A-1 in the case of S&P. (n) Revolving Credit Note. The Agent shall have received an executed Revolving Credit Note and, if requested by the Banks, an opinion or opinions of Bond Counsel, addressed to the Banks, to the effect that such Revolving Credit Note has been duly authorized, executed and delivered by the City and is the valid and binding obligation of the City enforceable in accordance with its terms. (o) Resolution. The Banks shall have received a copy of the final adopted Resolution approving and authorizing this Agreement and the Bank Notes, in form and substance satisfactory to the Banks, certified by the City Secretary as being in full force and effect. (p) Other Documents. The Banks shall have received such other documents, certificates, and opinions as the Banks or their counsel shall have reasonably requested. Section Conditions Precedent to Making Advances. The obligation of any Bank to make any Advance under the Commitment is subject to the following conditions precedent on or before the time on which the Advance is to be made: (a) Request for Advance. As provided in Section 3.02 hereof the Banks shall have received, by not later than 12:00 p.m. on the Business Day on which the making of such Advance is requested, a properly completed Request for Advance

44 (b) No Special Event of Default. No Special Event of Default shall have occurred and then be continuing. Section Conditions Precedent to Making Term Loans. The obligation of any Bank to make any Term Loan under the Commitment is subject to the following conditions precedent on or before the time on which the Term Loan is to be made: (a) Request for Term Loan and Term Loan Certificate. As provided in Section 3.06 hereof, the Banks shall have received, by not later than 1:00 p.m. on a Business Day which is at least three Business Days prior to the Business Day on which the making of such Term Loan is requested, a properly completed Request for Term Loan and a Term Loan Certificate. (b) No Event of Default or Special Event of Default. No Event of Default or Special Event of Default shall have occurred and then be continuing. (c) Term Note. The Agent shall have received an executed Term Note and, if requested by the Banks, an opinion or opinions of Bond Counsel, addressed to the Banks, to the effect that such Term Note has been duly authorized, executed and delivered by the City and is the valid and binding obligation of the City enforceable in accordance with its terms. ARTICLE V REPRESENTATIONS AND WARRANTIES To induce the Banks to enter into this Agreement, extend the Commitment and make Advances and Term Loans, the City represents and warrants to each Bank on the Effective Date and on the date of each Advance and Term Loan that: Section Organization; Authorization; No Conflict. The City is a Home-Rule City, acting as such under the Constitution and the laws of the State, and the execution and delivery of this Agreement, the execution and delivery of the Bank Notes, the authorization and issuance of the Notes, the execution and delivery of the other Note Agreements, any borrowings represented by the Advances and Term Loans hereunder and the performance by the City of its obligations under this Agreement, the Bank Notes and the Note Agreements, are within the City s powers, have been duly authorized by all necessary governmental action, have received all necessary approval (if any shall be required), and do not and will not contravene or conflict with any provision of law or of the Constitution of the State or of any agreement binding upon the City. Section Validity and Binding Nature; Notes and Bank Notes Special Obligations of City. This Agreement, the Bank Notes (to the extent Advances and Term Loans are made thereunder), and the Note Agreements are, and the Notes when issued will be, legal, valid, and binding obligations of the City enforceable against the City in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, or other similar laws and principles of equity relating to or affecting the enforceability of the rights of creditors generally. The Bank Notes (to the extent Advances or Term Loans are made hereunder) are, and the Notes when issued will be, the special obligations of the City payable from and secured solely by the funds pledged therefor pursuant to the Ordinance. To provide for the payment of the principal of

45 and interest on the Notes, the Bank Notes and any other amounts due under this Agreement as the same shall become due and payable, the Ordinance grants a lien on and pledge of, subject only to the provisions of the Ordinance permitting the application thereof for purposes and on the terms and conditions set forth therein, (i) the proceeds from (A) the sale of the Bonds issued for such purpose and (B) the sale of Project Notes issued pursuant to the Ordinance for such purpose, (ii) Advances, (iii) the amounts held in the Note Payment Account within the Series D Note Payment Fund (created under Section 2.09 of the Ordinance) until the amounts deposited therein are used for authorized purposes, provided, however, amounts in the Series D Note Payment Fund attributable to and derived from Advances shall be used only to pay, prior to any application to the payment of any Bank Note, the principal of and interest on the Project Notes in full, and (iv) the amounts remaining on deposit in the Series D Note Construction Account (created under Section 2.11 of the Ordinance) after payment of all Project Costs (as defined in the Ordinance). Additionally, to provide security for the payment of the principal of and interest on any obligation incurred under this Agreement that results in the delivery of Bank Notes and any other amounts due under this Agreement as the same shall become due and payable, the Ordinance grants a lien on and pledge of the Pledged Revenues, subject only to the provisions of the Ordinance permitting the application thereof for purposes and on terms and conditions set forth therein, such lien on and pledge of Pledged Revenues to the Bank Notes and other amounts due under this Agreement, however, being subordinate only to the lien and pledge of the Pledged Revenues securing the payment of the Prior Lien Bonds and the debt service and reserve funds relating thereto. Section Litigation and Continuing Liabilities. No litigation, arbitration proceedings, or governmental proceedings are pending or threatened against the City or the System which question or seek to limit the right, power, or authority of the City to operate the System, to enter into this Agreement, to issue the Bank Notes, to issue the Notes, to enter into the other Note Agreements or to perform any of its obligations under this Agreement, the Bank Notes or the Note Agreements or that would, if adversely determined, materially and adversely affect the financial condition of the System. Section Governmental Approval. No approval, permit, consent or authorization of, or registration or filing with, any governmental or public agency, authority or Person not already obtained or made is required on the part of the City in connection with the execution and delivery by the City or the performance of any of its obligations under this Agreement, the Bank Notes or the Note Agreements. Section Lien in Favor of the Banks. The obligations of the City to the Banks under this Agreement and the Bank Notes are secured by a valid lien on and pledge of the Pledged Revenues in favor of the Banks, which lien thereon shall be subordinate only to the Prior Lien Bonds and the debt service and reserve funds relating thereto. The lien on and pledge of the Pledged Revenues in favor of the Banks shall be for the equal and proportionate benefit of the Bank Note, all obligations and amounts payable to the Banks under this Agreement and the Bank Note, the Series B Bank Note, the Series C Bank Note, and obligations and amounts payable to the Bank under this Agreement, the Series B Bank Note and the Series C Bank Note, all of which shall be of equal rank without preference, priority or distinction, as to the lien or otherwise. Chapter 1208, Texas Government Code provides that no filing, registering, recording or publication of the Ordinance or any other instrument is required to establish a pledge of Pledged

46 Revenues under the Ordinance or to perfect, protect or maintain the lien created thereby on the Pledged Revenues. In the event Chapter 1208, Texas Government Code is amended at any time while any obligations remain outstanding under this Agreement or the Bank Note, such that the lien on the Pledged Revenues is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, the City agrees to take such action to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, to maintain perfection of the lien on the Pledged Revenues. Section No Sovereign Immunity. In accordance with the provisions of Section , Texas Government Code, as they pertain to this Agreement, the City is not immune from liability or suit on the grounds of sovereign immunity for the purposes of adjudicating a claim to enforce this Agreement or the Bank Notes or for damages for breach of this Agreement or the Bank Notes. Section No Event of Default under the Ordinance. No Event of Default specified in the Ordinance and no event which, with the giving of notice or lapse of time or both would become such an Event of Default, has occurred and is continuing. Section Financial Statements. Since the effective date of the financial information provided by the City to the Banks, or to the Agent acting on behalf of the Banks, in connection with this Agreement, there has been no material adverse change in the business, properties, condition (financial or otherwise), or operations, of the System. Section Complete and Correct Information. All official statements, information, reports, and other papers and data with respect to the System furnished by the City to the Banks or to the Agent acting on behalf of the Banks, in connection with this Agreement were, at the time the same were so furnished, complete and correct in all material respects, to the extent necessary to give the Banks a true and accurate knowledge of the subject matter. No document furnished or statement made by the City in connection with the negotiations, preparation, or execution of this Agreement contains any untrue statement of a fact material to its creditworthiness or omits to state a material fact necessary in order to make the statements contained therein not misleading. Section Sale or Encumbrance of System. During the term of this Agreement, and as long as any Prior Lien Bonds, the Bank Note, or any interest thereon, remain Outstanding, the City will not sell, dispose of or, except as permitted hereunder or under the Ordinance or under the Prior Lien Bond Ordinance, further encumber the System; provided, however, that this provision shall not prevent the City from disposing of any portion of the System which is being replaced or is deemed by the City to be obsolete, worn out, surplus or no longer needed for the proper operation of the System. Net proceeds from any such disposition shall be used only for System purposes. Any agreement pursuant to which the City contracts with a person, corporation, municipal corporation or political subdivision to operate the System or to lease and/or operate all or part of the System shall not be considered as an encumbrance of the System. Section Incorporation by Reference. The representations and warranties made by the City in the Related Documents are hereby incorporated herein by reference and made for the benefit of the Banks

47 Section Compliance with Laws. The City is in compliance with all applicable usury and other laws, ordinances, orders, rules and regulations applicable to it, the noncompliance with which would, singly or in the aggregate, have a materially adverse effect on the ability of the City to operate the System or to perform its obligations pursuant to this Agreement, the Bank Notes or the Note Agreements. ARTICLE VI COVENANTS From the Effective Date and so long as the Banks are obligated to make Advances or Term Loans hereunder and under the Bank Notes and until the payment in full of all of the obligations of the City under this Agreement and the Bank Notes, the City shall, unless the Banks otherwise consent in writing: Section Maintenance of Existence. Take all steps within its control to maintain and preserve its existence as a public body corporate and politic and not merge or consolidate into any other Person. Section Maintenance of Rating. Use its best efforts to cause the Prior Lien Bonds to be continuously rated by at least one nationally recognized municipal bond rating agency. Section Use of Proceeds. Expend the proceeds of each Advance and Term Loan solely for the purposes permitted by this Agreement and the Ordinance and as stated in the Request for Advance or Request for Term Loan with respect thereto. The City shall adhere to the terms of the Investment Policy in effect as of the date hereof and will promptly notify the Banks in writing of any changes thereto. Section Performance of Note Agreements. Perform all of its obligations under each of the Note Agreements. Section Limitation on Issuance of Additional Debt. (i) Not issue additional Prior Lien Bonds unless the City satisfies all of the requirements for such issuance contained in the Prior Lien Bond Ordinance and the chief financial officer of the City shall certify to the Banks that for the most recent Fiscal Year ending prior to the date of issuance of the then proposed Prior Lien Bonds, the Net Revenues were equal to at least 125% of the average annual principal and interest requirements on all Prior Lien Bonds and the then proposed Prior Lien Bonds and (ii) not issue any additional Subordinated Obligations (other than the Notes, the Series B Notes and the Series C Notes) unless the chief financial officer of the City shall certify to the Banks that for the most recent Fiscal Year ending prior to the date of issuance of such proposed Subordinated Obligations, the Net Revenues were equal to at least 110% of the average annual principal and interest requirements on all outstanding Prior Lien Bonds and Subordinated Obligations (including the Notes, the Series B Notes and the Series C Notes amortized at the Amortization Rate over 30 years) and the then proposed Subordinated Obligations. Notwithstanding the prior sentence of this Section 6.05, the City shall maintain Net Revenues at all times sufficient to refund all outstanding Subordinated Obligations with the proceeds of Prior Lien Bonds

48 Section Rate Covenant. Establish, maintain and collect such rates, charges and fees for the use and availability of the System at all times as are necessary (i) to produce Net Revenues for each Fiscal Year of the System at least equal to 125% of the maximum annual principal and interest requirements of all then outstanding Prior Lien Bonds and (ii) to produce Net Revenues for each Fiscal Year of the System at least equal to 110% of the maximum annual principal and interest requirements of all then outstanding Debt (including the Notes, the Series B Notes and the Series C Notes amortized at the Amortization Rate over 30 years). Section Operation of System. At all times continuously and efficiently operate the System, and maintain the System in good condition, repair and working order, all at reasonable cost. No free service of the System shall be allowed, and should the City or any of its agencies or instrumentalities make use of the services and facilities of the System, payment of the reasonable value shall be made by the City out of funds from sources other than the revenues of the System, unless made from surplus or excess Pledged Revenues as permitted in Section 16(b) of the Prior Lien Bond Ordinance. Section Maintenance of Insurance. Cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried with respect to the System unless the City s counsel gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. The foregoing provisions above notwithstanding, the City shall have authority to enter into coinsurance or similar plans where risk of loss is shared in whole or in part by the City. At any time while any contractor engaged in construction work on the System shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. Section Inspection of Books. Permit representatives of the Banks, from time to time as often as may be reasonably requested, during the normal operating hours of the City, to (i) inspect the City s books and records with respect to the System and make copies from such books and records which relate to its performance under this Agreement and (ii) discuss with the City s officers and accountants the System's business, assets, liabilities, financial condition, results of operations and business prospects. Section Reporting Requirements. Furnish or cause to be furnished to the Agent for dissemination to each Bank (i) as soon as available and in any event not later than April 15 of the year following the end of each Fiscal Year, a copy of the City s annual unaudited financial statement with respect to the System for such fiscal year, (ii) as soon as available and in any event not later than July 1 of the year following the end of each Fiscal Year, a copy of the City s annual audited financial statement with respect to the System for such fiscal year, and a certificate of an officer of the City certifying as to the City s compliance with the covenants established in Section 6.06 hereof and that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, describing the nature thereof and the action the City proposes to take with respect thereto, (iii) as soon as available and in any event

49 not later than forty-five (45) days after the end of each calendar quarter, a copy of a report showing the aggregate amount and maturities of Notes outstanding at the end of such quarter and a summary of the aggregate principal amount of Notes issued, rolled over and retired in such period, (iv) as soon as available but in any event not later than forty (40) days after the issuance thereof, copies of any prospectus, official statement, offering circular, placement memorandum, or similar corresponding document, and any supplements thereto and updates and amendments thereof that the City makes available in connection with the offering for sale of any securities issued by the City secured by the Pledged Revenues, and (v) promptly after a request therefor, such other information as is then available respecting the condition or operations, financial or otherwise, of the and or the System as the Agent or any Bank may reasonably request. Section Notice of Certain Events. Promptly, and in any event within five (5) days of the City becoming aware thereof, notify the Banks in writing of the occurrence of (i) any Event of Default or Special Event of Default, or any event which with the passing of time or the giving of notice or both would become an Event of Default or Special Event of Default, describing the nature thereof and the action the City proposes to take with respect thereto, (ii) any litigation or administrative proceedings against the System of which the City has received actual notice and in which there is a reasonable possibility of an adverse determination and which may have a materially adverse effect on (A) the financial condition of the System, (B) the Pledged Revenues or (C) the City s ability to perform its obligations under this Agreement, the Bank Notes or the Note Agreements, or (iii) any change in the long-term ratings assigned to any unenhanced debt or other obligations payable from Pledged Revenues. Section Maintenance of Issuing and Paying Agent and Dealer. Maintain in place an Issuing and Paying Agent under the Issuing and Paying Agent Agreement and a Dealer under the Dealer Agreement for the Notes, and obtain the prior written consent of the Banks to any change in the Persons acting as Issuing and Paying Agent or Dealer. Section Legislation. Promptly deliver to the Banks copies of all newly enacted State legislation of which the City has actual knowledge which materially affects or impacts this Agreement, the Bank Notes or the Notes or the ability of the City to perform its obligations in connection herewith or therewith. Section Additional Liens. Not incur, create or permit to exist any lien on the Pledged Revenues other than (i) the Prior Lien Bonds and Subordinated Obligations, (ii) the lien created pursuant to the Ordinance and (iii) any liens which are in all respects junior and subordinate to the lien created pursuant to the Ordinance. Section No Conflicting Agreements. Not enter into any agreement containing any provision which would be violated or breached by the performance of its obligations hereunder, under the Bank Notes or under the Note Agreements. Section Amendments to Note Agreements. Not amend or modify any material provision of, or give any consent or grant any waiver under, any Note Agreement without first obtaining the Banks written consent

50 Section Total Outstanding. Not permit the aggregate maturity value of all Notes Outstanding, and Advances and Term Loans outstanding at any time to exceed the Commitment in effect at such time. Section Tax Exemption. Not take any action, or omit to take any action, under present or future laws, rules, regulations, or official interpretations thereof which, if omitted or taken, would cause interest on the Notes to be includable in the gross income of the owners thereof for federal tax purposes. Section Offering Statement. Other than as expressly consented to in writing by the Banks, not refer to the Banks in the Offering Statement or any other offering or reoffering document with respect to the Notes or make any changes in reference to the Banks in any revision of such Offering Statement or any such offering or reoffering document without the Banks prior written consent thereto, which consent shall not be unreasonably withheld. Section Compliance with Laws. Comply with the requirements of all applicable law of the United States and of the State, the noncompliance with which would, singly or in the aggregate, have a materially adverse effect on the ability of the City to operate the System or to perform its obligations pursuant to this Agreement, the Bank Notes or the Note Agreements. Section Sovereign Immunity. Pursuant to Section , Texas Government Code, waive sovereign immunity from suit and liability for the purposes of adjudicating a claim to enforce its duties and obligations under this Agreement or the Bank Notes for damages for breach of this Agreement. Section Further Assurance. Execute and deliver to the Banks all such documents and instruments as may be reasonably required by the Banks to enable the Banks to exercise and enforce its rights under this Agreement, the Bank Notes and the Note Agreements. Section Incorporation of Financial Covenants. If the City, directly or indirectly, enters into or otherwise consents to any credit agreement, bond purchase agreement, liquidity agreement or any other agreement or instrument (or any amendment, supplement or modification thereto) under which, directly or indirectly, any creditor or other person undertakes to make loans or extend credit or liquidity to the City, which such agreement (or amendment thereto) provides such creditor or other person with more restrictive covenants and/or greater rights and remedies than are provided to Banks in this Agreement, the City shall provide the Banks with a copy of each such agreement (or amendment thereto) and such more restrictive covenants and/or greater rights or remedies shall automatically be deemed incorporated into this Agreement and the Banks shall have the benefits of such more restrictive and/or such greater rights or remedies as if specifically set forth herein. The City shall promptly enter into an amendment of this Agreement to include such more restrictive covenants and/or such greater rights or remedies; provided, however, that the Banks shall maintain the benefit to such more restrictive covenants and/or rights or remedies even if the City fails to provide such amendment. Section Efforts to Pay. If any Term Loan is not paid at maturity, the City shall as quickly as possible take all action, to the extent market conditions permit, reasonably necessary to allow payment from any available System funds including proceeds from bonds

51 Section Performance and Compliance with Other Covenants. The City shall perform and comply with each of the covenants contained in the Related Documents. Section Investments Guidelines. The City shall comply with the provisions of the Public Funds Investment Act (Chapter 2256, Texas Government Code) and the Investment Policy; and, in addition, the City will: (a) promptly notify the Agent in writing of any changes proposed to the Investment Policy, a copy of which has been delivered by the City to the Agent prior to the Effective Date, if the proposed change would increase the types of investments permitted by the Investment Policy; (b) promptly notify the Agent in writing, after the adoption thereof by the City, of any change in the Investment Policy, which change increases the types of investments permitted by the Investment Policy and of which change the Agent was not previously notified pursuant to clause (a) above; and (c) promptly notify the Agent in writing after the adoption by the City of any amendments to the City s Financial Management Performance Criteria, a copy of which has been delivered by the City to the Agent prior to the Effective Date. Section Replacement Credit Agreement. To the extent the Ordinance remains in effect, the City shall replace this Agreement upon its termination with another credit agreement to support the Notes. ARTICLE VII EVENTS OF DEFAULT Section Events of Default. Each of the following shall constitute an Event of Default under this Agreement: (a) due; or The City fails to pay any fees, expenses or other amounts payable hereunder when (b) A breach or failure of performance by the City of any covenant contained in Sections 6.05, 6.06, 6.14 or 6.17 hereof; or (c) A breach or failure of performance by the City of any covenant, condition, or agreement on its part to be observed or performed contained in this Agreement, the Bank Notes or the Note Agreements (other than a breach or failure covered by another paragraph in this Section 7.01) and any such breach or failure (if capable of remedy) continues for a period of thirty (30) calendar days after written notice thereof from the Banks to the City; or (d) Any of the City s representations or warranties made or deemed made herein or in any statement or certificate at any time given pursuant hereto or in connection herewith proves at any time to have been false or misleading in any material respect when made and any such false

52 or misleading statement or certificate (if capable of remedy) continues for a period of thirty (30) calendar days after written notice thereof from the Banks to the City; or (e) The City fails to pay when due a final non-appealable money judgment entered by a court or other regulatory body of competent jurisdiction against the System in an amount in excess of $1 million; or (f) The Texas Constitution, any law of the State, including but not limited to the Act, the Resolution or the Ordinance is repealed, reenacted, amended, or otherwise modified (whether directly or indirectly, and including, without limitation, by legislative or judicial action), such repeal, reenactment, amendment or modification may, in the reasonable judgment of the Banks, have a material adverse effect on the power or authority of the City to provide for the payment of the obligations of the City under this Agreement, the Notes or the Bank Notes; or (g) (i) The City or the System fails to pay when due and payable, after giving effect to any applicable grace period, the principal of or interest on any Debt or the principal of or interest on any Debt or the maturity of any such Debt has been accelerated or such obligation is otherwise required to be prepaid prior to the stated maturity thereof or (ii) any event shall occur permitting the holder of any Debt to accelerate such Debt or require repayment thereof prior to stated maturity thereof, but not including as such an event the exercise by the City or the System of an option to prepay any Debt prior to the stated maturity thereof or (iii) the ratings of the Prior Lien Bonds shall be suspended or withdrawn by any Rating Agency (in each case to the extent each such Rating Agency then provides a rating with respect to the Prior Lien Bonds); or (h) an Event of Default as defined under the Series B Credit Agreement or the Series C Credit Agreement shall have occurred. (i) The long-term ratings assigned to unenhanced debt or other obligations payable from Pledged Revenues are downgraded below A3 or A- by any Rating Agency then rating such debt or other obligations. Section Actions Taken in Respect of Events of Default. Upon the occurrence and continuance of an Event of Default, the Banks may take one or more of the following actions: (i) give a Non-Issuance Instruction to the City and the Issuing and Paying Agent as provided in Section 2.02 hereof, (ii) by written notice delivered to the City and the Issuing and Paying Agent, (A) terminate the Commitment in whole (except for the obligation of the Banks, existing as of the time of the written notice to terminate the Commitment in whole, to make Advances to fund then outstanding Notes) and (B) declare all amounts payable by the City to the Banks hereunder and under the Bank Notes, including, without limitation, all outstanding Advances, to be forthwith due and payable, whereupon such amounts shall immediately become due and payable, without presentment, demand, protest, all of which are expressly waived by the City, and/or (iii) pursue any other remedy available to the Banks at law or in equity. Section Special Events of Default. Each of the following shall constitute a Special Event of Default under this Agreement:

53 (a) The City fails to pay (i) the principal amount of any Advance or Term Loan on the scheduled due date (not including any accelerated amount) or the interest on any Advance or Term Loan on the scheduled due date or (ii) any interest owed under any Note when due; or (b) The City or the System (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of the System or of all or of a substantial part of its property or assets, (ii) admits in writing its inability, or is generally unable, to pay the Debt as such Debt becomes due, (iii) makes a general assignment for the benefit of creditors or declares a moratorium with respect to principal or interest on Debt, (iv) commences a voluntary case under the Bankruptcy Code, (v) files a petition seeking to take advantage of any other laws relating to bankruptcy, insolvency, reorganization, liquidation, winding-up or composition or adjustment of Debts, or (vi) acquiesces in writing to, or fails to controvert in a timely and appropriate manner, any petition filed against it in an involuntary case filed under the Bankruptcy Code (as now or hereafter in effect) seeking liquidation or reorganization with respect to a substantial part of its assets; or (c) Without the application or consent of the City, a case or other proceeding is commenced in any court of competent jurisdiction seeking (i) the reorganization, dissolution, winding-up, liquidation or composition or readjustment of the City or the System or their respective Debts or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the System or any majority of the assets of the System, and such case or proceeding continues undismissed, or an order, judgment or decree approving or ordering any of the foregoing is entered, or an order for relief in respect of the System is entered in an involuntary case under the Bankruptcy Code (as now or hereafter in effect); or (d) The State or any other authority having jurisdiction over the City or the System imposes a debt moratorium, debt restructuring or comparable restriction on repayment when due and payable of the principal of or interest on Debt; or (e) This Agreement in its entirety, or any provision hereof relating to the City s ability (i) to make payments of principal or interest to the Banks hereunder, (ii) to make payments of principal or interest on the Notes or (iii) to raise necessary funds to meet such payment obligations, or any other material provision hereof relating to principal or interest on Notes or Bank Notes, for any reason ceases to be valid and binding on the City or the System in accordance with its terms, or is declared to be null and void in a final non-appealable judgment by a court of competent jurisdiction, or the validity or enforceability thereof is contested by the City or the System or a proceeding is commenced by the City or the System seeking to establish the invalidity or unenforceability thereof; or (g) The long-term ratings assigned to unenhanced debt or other obligations payable from Pledged Revenues are downgraded below Baa3 and BBB- by all Rating Agencies then rating such debt or other obligations. Section Actions Taken in Respect of Special Events of Default. Upon the occurrence and continuance of a Special Event of Default, the Banks may take one or more of the following actions: (i) those actions set forth in Section 7.02 above; (ii) by written notice delivered to the City and the Issuing and Paying Agent, (A) terminate the Commitment in whole

54 and (B) declare all amounts payable by the City to the Banks hereunder and under the Bank Notes, including, without limitation, all outstanding Advances and Term Loans, to be forthwith due and payable, whereupon such amounts shall immediately become due and payable, without presentment, demand, protest, all of which are expressly waived by the City; and/or (iii) pursue any other remedy available to the Banks at law or in equity. Upon any termination of the Commitment as specified in the first sentence of this Section, the Banks shall have no further obligation whatsoever hereunder to make Advances or Term Loans, including, without limitation, any obligation of the Banks, existing as of the time of the termination of the Commitment, to make Advances to fund then outstanding Notes. The foregoing provisions of this Section notwithstanding, upon the occurrence of a Special Event of Default described in Section 7.03(b), (c), or (d) hereof, the Commitment shall automatically terminate and the Bank Notes and all then outstanding Advances and Term Loans shall be deemed to be immediately and automatically tendered for payment in full by the City, and all amounts payable by the City to the Banks hereunder and under the Bank Notes, including, without limitation, all outstanding Advances and Term Loans, shall become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the City. Section No Remedy Exclusive. The rights and remedies of the Banks under this Agreement shall be cumulative and not exclusive of any rights or remedies which they would otherwise have, and no failure or delay by the Banks in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right. ARTICLE VIII AGENT Section Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Related Documents, with such powers as are specifically delegated to the Agent by the terms of this Agreement or any Related Document, together with such other powers as are reasonably incidental thereto including (without limitation) the power to enter into such agreements, documents and instruments as are incidental thereto or authorized by Banks in accordance with this Agreement. The Agent hereby accepts such appointment and authorization on the terms and conditions of this Agreement. The Banks expressly agree that, as between the Banks and the Agent, the Agent: (a) shall not have any duties or responsibilities except those expressly set forth herein and in any Related Document, and shall not by reason of this Agreement be a trustee or fiduciary for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or in any Related Document, or in any certificate or other documents referred to or provided for in, or received by any of them under, this Agreement or any Related Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or of any Related Document, or any other document referred to or provided for herein or for any failure by the Agent or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Related Document; (d) shall not be acting as a fiduciary on behalf of the Banks; (e) shall not be obligated to fund any

55 Advance or Term Loan on behalf of the Banks, other than itself, hereunder, and (f) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any Related Document or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any obligations hereunder as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent. Section Reliance by Agent. The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone or facsimile) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Agent. As to any matters not expressly provided for by this Agreement, the Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Banks as provided herein, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Banks. Section Defaults. The Agent shall not be deemed to have knowledge or notice of the occurrence of an Event of Default unless the Agent has received written notice from a Bank or the Issuing and Paying Agent specifying such Event of Default. If the Agent receives such written notice of an Event of Default, the Agent shall give prompt written notice thereof to the Banks. The obligations of the Agent hereunder and under the Related Documents are only those expressly set forth herein and therein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action hereunder with respect to any Event of Default. In no event shall the Agent be required to take any action in violation of applicable law or of any provision hereof or of any Related Document, and the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any Related Document unless it shall be first indemnified to its reasonable satisfaction by the Banks against any and all costs, expense and liability which may be incurred by it by reason of taking or continuing to take any such action. In all cases in which this Agreement and the Related Documents do not require the Agent to take certain actions, the Agent shall be fully justified in using its discretion and failing to take or in taking any action hereunder and thereunder. Section Rights as a Bank. The Agent shall have the same rights and powers under this Agreement and the Related Documents as any other Bank and may exercise or refrain from exercising the same as though it were not the Agent, and the terms Bank and Banks as used herein and in the Related Documents shall, unless the context otherwise indicates, include the Agent in its individual capacity as a Bank. References herein to the percentage of payments required of the Agent, or to the amount owing to the Agent for which an interest rate is being determined, refer to the Agent in its individual capacity as a Bank. The Agent and its respective affiliates may (without having to account therefor to any Bank) accept deposits from, lend money to and generally engage in any kind of banking, trust or other business with the City (and any of its affiliates) as if it were not acting as the Agent, and the Agent and its affiliates may

56 accept fees and other consideration from the City for services other than in connection with this Agreement without having to account for the same to the Banks. Section Indemnification. The Banks severally agree, in accordance with their respective Share of Commitment, to ratably indemnify and hold the Agent and its directors, officers, employees, agents and representatives harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in its capacity as Agent for the Banks hereunder in any way relating to or arising out of this Agreement or any Related Document or any other documents contemplated by or referred to herein or the transactions contemplated hereby, except to the extent promptly reimbursed for the same by the City, provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent. The obligations of the Banks under this Section 8.05 shall survive termination of this Agreement. Section Non-Reliance on Agent and other Banks. Each Bank agrees that it has, independently and without reliance on the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the City, and its decision to enter into this Agreement and that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under any Related Document. The Agent shall not be required to keep itself informed as to the performance or observance by the City of any Related Document or any other document referred to or provided for herein or to inspect the properties or books of the City. The Agent shall provide to each Bank a copy of each notice or communication which may be provided to the Agent under the Related Documents. Except for notices, reports and other documents and information expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the affairs, financial condition or business of the City which may come into the possession of the Agent or any of its affiliates. Section Failure to Act. Except for action expressly required of the Agent hereunder or under any Related Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any Related Document unless it shall receive further assurances to its satisfaction from the Banks of their indemnification obligations under Section 8.05 hereof against any and all liability and expense which may be incurred by it in its capacity as Agent hereunder by reason of taking or continuing to take any such action. Section Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days notice thereof to the Banks, the City and the Issuing and Paying Agent. Upon any such resignation of the Agent, the Banks shall have the right to appoint a successor to the resigning or removed Agent. If no successor Agent shall have been so appointed by the Banks, and shall have accepted such appointment, within thirty (30) days after the retiring Agent s giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent which shall be any commercial Bank satisfying the foregoing conditions. Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon succeed to and

57 become vested with all the rights, powers, privileges and duties of the resigning Agent, and such Agent shall be discharged from its duties and obligations hereunder. After the Agent s resignation hereunder, the provisions of this Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. ARTICLE IX GENERAL Section Notices. All notices and other communications provided for hereunder shall be in writing (including required copies) and sent by receipted hand delivery (including Federal Express or other receipted courier service), telex, telecopy, facsimile transmission, or regular mail, as follows: (a) if to the City: City of Dallas 1500 Marilla Street, Room 4DN Dallas, Texas Attention: Chief Financial Officer Telephone: (214) Telecopy: (214) with a copy to: City of Dallas 1500 Marilla Street, Room 7BN Dallas, Texas Attention: City Attorney Telephone: (214) Telecopy: (214) (b) if to the Banks: State Street Bank and Trust Company State Street Bank and Trust Company c/o State Street Global Markets, LLC State Street Financial Center SFC/5 Municipal Finance State Street Financial Center 1 Lincoln Street Boston, MA Attention: Thomas A. Henderson Telephone: (617) Telecopy: (617) tahenderson@statestreet.com

58 With respect to operational matters, to: State Street Bank and Trust Company Loan Operations Department Attention: Standby Letter of Credit Unit Mailstop: CPH Huntington Avenue Tower 1, 4th Floor Boston, MA Attention: Peter J. Connolly Telephone: (617) Telecopy: (617) Wire Instructions for Fees: State Street Bank and Trust Company ABA # Account Name: Municipal Finance Fee Receivable Account Number: Reference: Dallas Water and Sewer CP-D Wire Instructions for Repayment of Advances and Term Loans: State Street Bank and Trust Company ABA # Account Name: Municipal Finance Draw Fee Clearing Account Account Number: Reference: Dallas Water and Sewer CP-D California State Teachers Retirement System California State Teachers Retirement System c/o State Street Bank and Trust Company State Street Financial Center Structured Products One Lincoln Street, 5 th Floor Boston, MA Attention: Andrew Prunier (primary) Telephone: (617) Attention: Jackson Yee (secondary) Telephone: (617) Facsimile: (617) calstrscep@statestreet.com

59 California State Teachers Retirement System 100 Waterfront Place, MS-04 West Sacramento, CA Attention: Jean Kushida Uda, Investment Officer Telephone: (916) Facsimile: (916) Wire Instructions for Fees: California State Teachers Retirement System c/o State Street Bank and Trust Company ABA # Account Name: CalSTRS CEP Fee Receivable Account Account Number: Reference: STRS AF, City of Dallas, Waterworks and Sewer System CP Attention: Structured Products Wire Instructions for Repayment of Advances and Term Loans: California State Teachers Retirement System c/o State Street Bank and Trust Company ABA # Account Name: CalSTRS CEP Draw Fee Account Account Number: Reference: STRS AF; City of Dallas, Waterworks and Sewer System CP Attention: Structured Products (c) if to the Issuing U.S. Bank National Association and Paying Agent: 100 Wall Street, Suite 1600 New York, New York Attention: Millie Rolla Telephone: (212) Facsimile: (212) (d) if to the Dealers: Banc of America Securities LLC 214 North Tryon Street Charlotte, North Carolina Attention: Kenny A. Rogers, Managing Director Telephone: (704) Facsimile: (704)

60 M.R. Beal & Company 110 Wall Street, 6 th Floor New York, New York Attention: Fernando Lopez, Senior Vice President Telephone: (212) Facsimile: (212) or, as to each Person named above, at such other address as shall be designated by such Person in a written notice to the parties hereto. All such notices and communications shall, when delivered or telexed, telecopied, sent by facsimile transmission or mailed, be effective when deposited with the courier, telexed, telecopied, sent by facsimile transmission or mailed respectively, addressed as aforesaid, except that Requests for Advances and Requests for Term Loans submitted to the Banks shall not be effective until received by the Banks. Section Survival of Covenants; Successors and Assigns; Participations. (a) All covenants, agreements, representations, and warranties made herein and in the certificates delivered pursuant hereto shall survive the making of any Advance or Term Loan hereunder and shall continue in full force and effect so long as the Commitment is in effect and until all obligations of the City hereunder and under the Bank Notes shall have been paid in full. Whenever in this Agreement any of the parties hereto is referred to, such reference shall, subject to the last sentence of this Section, be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the City which are contained in this Agreement and the Bank Notes shall inure to the benefit of the successors and assigns of the Banks. Notwithstanding anything to the contrary herein, the City may not transfer or assign its rights or obligations under this Agreement and the Bank Notes without the prior written consent of the Banks. The Banks may transfer some or all of its rights and obligations under this Agreement with the prior written consent of the City (which consent shall not be withheld unreasonably), provided, that (i) the transfer shall not cause the lowering, withdrawal or suspension of any ratings then existing on the Notes, and (ii) the Banks shall be responsible for all costs resulting from the transfer. This Agreement and the Bank Notes are made solely for the benefit of the City and the Banks, and no other Person (including, without limitation, the Issuing and Paying Agent, the Dealer or any holder of Notes) shall have any right, benefit or interest under or because of the existence of this Agreement and the Bank Notes. (b) Notwithstanding the foregoing, any Bank shall be permitted to grant to one or more financial institutions (each a Participant ) a participation or participations in all or any part of such Bank's rights and benefits under this Agreement and the Bank Notes on a participating basis but not as a party to this Agreement and the Bank Notes (a Participation ) without the consent of the City. If any such grant by a Bank of a Participation to a Participant, whether or not upon notice to the City, such Bank shall remain responsible for the performance of its obligations hereunder, and the City shall continue to deal solely and directly with such Bank in connection with that Bank's rights and obligations under this Agreement and the Bank Notes. The City agrees that each Participant shall, to the extent of its Participation, be entitled to the benefits of this Agreement and the Bank Notes as if such Participant were a Bank hereunder, provided, that no Participant shall have the right to declare, or to take actions in response to, an Event of Default under Section 7.01 hereof

61 Section Unconditional Obligations. The obligations of the City under this Agreement (except Section 9.04 hereof, which shall be enforceable only to the extent permitted by law) and the Bank Notes shall be absolute, unconditional, irrevocable and payable strictly in accordance with the terms of this Agreement and the Bank Notes, under all circumstances whatsoever, including, without limitation, the following: (a) any lack of validity or enforceability of this Agreement, the Bank Notes or, to the extent permitted by law, the Notes or any other Note Agreement; (b) any amendment or waiver of or any consent to departure from the terms of all or any of the Note Agreements to which the Banks have not consented in writing; (c) the existence of any claim, counterclaim, set-off, recoupment, defense, or other right which any Person may have at any time against the Banks, the City, the Issuing and Paying Agent, the Dealer, or any other Person, whether in connection with this Agreement, the Bank Notes, the Note Agreements, or any other transaction related thereto; (d) any statement or any other document presented pursuant hereto which the Banks in good faith determines to be valid, sufficient or genuine and which subsequently proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) payment by the Banks of an Advance or a Term Loan hereunder against presentation of a Request for Advance or a Request for Term Loan which the Banks in good faith determines to be valid, sufficient or genuine and which subsequently is found not to comply with the terms of this Agreement; provided, that such payment shall not have constituted negligence or willful misconduct of the Banks; and (f) the foregoing. any other circumstances or happening whatsoever whether or not similar to any of Section Liability of Banks: Indemnification. (a) TO THE EXTENT PERMITTED BY THE LAWS OF THE STATE, THE CITY ASSUMES ALL RISKS OF THE ACTS OR OMISSIONS OF THE ISSUING AND PAYING AGENT WITH RESPECT TO THE USE OF THE COMMITMENT AND THE ADVANCES AND TERM LOANS MADE PURSUANT THERETO; PROVIDED THAT THIS ASSUMPTION WITH RESPECT TO ANY BANK IS NOT INTENDED TO AND SHALL NOT PRECLUDE THE CITY FROM PURSUING SUCH RIGHTS AND REMEDIES AS IT MAY HAVE AGAINST THE ISSUING AND PAYING AGENT UNDER ANY OTHER AGREEMENTS. NEITHER THE BANKS NOR THEIR RESPECTIVE OFFICERS OR DIRECTORS SHALL BE LIABLE OR RESPONSIBLE FOR (I) THE USE OF THE PROCEEDS OF THE ADVANCES, TERM LOANS OR THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE NOTE AGREEMENTS OR FOR ANY ACTS OR OMISSIONS OF THE ISSUING AND PAYING AGENT OR THE DEALER, (II) THE VALIDITY, SUFFICIENCY, OR GENUINENESS OF ANY DOCUMENTS DETERMINED IN GOOD FAITH BY THE BANKS TO BE VALID, SUFFICIENT OR GENUINE, EVEN IF SUCH DOCUMENTS SHALL, IN FACT, PROVE TO BE IN ANY OR ALL RESPECTS INVALID, FRAUDULENT, FORGED OR INSUFFICIENT,

62 (III) PAYMENTS BY THE BANKS AGAINST PRESENTATION OF REQUESTS FOR ADVANCES OR REQUESTS FOR TERM LOANS WHICH THE BANKS IN GOOD FAITH HAS DETERMINED TO BE VALID, SUFFICIENT OR GENUINE AND WHICH SUBSEQUENTLY ARE FOUND NOT TO COMPLY WITH THE TERMS OF THIS AGREEMENT, OR (IV) ANY OTHER CIRCUMSTANCES WHATSOEVER IN MAKING OR FAILING TO MAKE PAYMENT HEREUNDER; PROVIDED THAT THE CITY SHALL HAVE A CLAIM AGAINST THE BANKS TO THE EXTENT OF ANY DIRECT, AS OPPOSED TO CONSEQUENTIAL DAMAGES, BUT ONLY TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL FAILURE OF THE BANKS IN FAILING TO MAKE AN ADVANCE OR TERM LOAN REQUIRED TO BE MADE BY THE BANKS HEREUNDER AFTER STRICT COMPLIANCE BY THE CITY WITH ALL CONDITIONS PRECEDENT TO SUCH ADVANCE OR TERM LOAN, UNLESS THE MAKING OF SUCH ADVANCE OR TERM LOAN WAS NOT OTHERWISE PERMITTED BY LAW. (a) TO THE EXTENT PERMITTED BY THE LAWS OF THE STATE, THE CITY HEREBY INDEMNIFIES AND HOLDS HARMLESS THE BANKS AND THEIR PARTICIPANTS FROM AND AGAINST ANY AND ALL DIRECT, AS OPPOSED TO CONSEQUENTIAL, CLAIMS, DAMAGES, OR LOSSES (INCLUDING SPECIFICALLY REASONABLE ATTORNEYS FEES) WHICH THE BANKS OR ANY PARTICIPANT MAY INCUR (OR WHICH MAY BE CLAIMED AGAINST THE BANKS OR ANY PARTICIPANT BY ANY PERSON WHATSOEVER) BY REASON OF OR IN CONNECTION WITH (I) THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE BANK NOTES AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR PAYMENT OR FAILURE TO PAY UNDER THE COMMITMENT AND (II) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN THE OFFERING MEMORANDUM PREPARED AND DISTRIBUTED IN CONNECTION WITH THE NOTES, OR THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT NECESSARY TO MAKE SUCH STATEMENTS IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE OR WERE MADE, NOT MISLEADING; PROVIDED, THAT THE CITY SHALL NOT BE REQUIRED TO INDEMNIFY THE BANKS OR ANY PARTICIPANT FOR ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, OR EXPENSES TO THE EXTENT, BUT ONLY TO THE EXTENT, CAUSED BY THE NEGLIGENCE OR WILLFUL FAILURE OF THE BANKS. Section Expenses and Taxes. The City will promptly pay (i) the reasonable out-ofpocket expenses of the Banks, (ii) the reasonable fees and disbursements of counsel to the Banks with respect to advising the Banks as to the rights and responsibilities under this Agreement, and (iii) all reasonable costs and expenses, if any, in connection with the enforcement of this Agreement and any other documents which may be delivered in connection herewith or therewith, including in each case the fees and disbursements of counsel to the Banks. In addition, the City shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, and recording of this Agreement and the security contemplated by the Note Agreements, the Bank Notes and any related documents and agrees to hold the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. In addition, the City agrees to pay, after the occurrence of an Event of Default, all costs and expenses (including reasonable attorneys' fees and costs of settlement) incurred by the Banks in

63 enforcing any obligations or in collecting any payments due from the City hereunder by reason of such Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a workout or of any insolvency or bankruptcy proceedings. Section No Waiver; Conflict. Neither any failure nor any delay on the part of any Bank in exercising any right, power or privilege hereunder, nor any course of dealing with respect to any of the same, shall operate as a waiver thereof, preclude any other or further exercise thereof nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The remedies herein provided are cumulative, and not exclusive of any remedies provided by law. To the extent of any conflict between this Agreement and the Note Agreements, this Agreement shall control as between the City and the Banks. Section Modification, Amendment, Waiver, Etc. No modification, amendment or waiver of any provision of this Agreement or the Bank Notes shall be effective unless the same shall be in writing and signed by the party against whom such amendment, modification or waiver is to be enforced. Section Dealing with the City, the Issuing and Paying Agent, and/or the Dealer. The Banks and their affiliates may accept deposits from, extend credit to and generally engage in any kind of banking, trust or other business with the City, the Issuing and Paying Agent, and/or the Dealer regardless of the capacity of the Banks hereunder. Section Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and all other remaining provisions hereof will be construed to render them enforceable to the fullest extent permitted by law. Section Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but when taken together shall constitute but one agreement and any of the parties hereto may execute this Agreement by signing any such counterpart. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section Table of Contents; Headings. The table of contents and the section and subsection headings used herein have been inserted for convenience of reference only and do not constitute matters to be considered in interpreting this Agreement. Section Entire Agreement. This Agreement together with the Bank Notes represents the final agreement between the parties hereto and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto

64 Section Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, AND FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THE OBLIGATIONS OF THE CITY HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE. THE PARTIES HERETO EACH HEREBY IRREVOCABLY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, AT THE ELECTION OF THE PARTY INITIATING ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT BY OR AGAINST A BANK, THE ISSUING AND PAYING AGENT OR THE CITY, AND THE PARTIES EACH HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED BY ANY SUCH COURT TO THE FULLEST EXTENT PERMITTED BY LAW, THE CITY, THE ISSUING AND PAYING AGENT AND EACH BANK HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ORDINANCE OR ANY OF THE RELATED DOCUMENTS. Section USA Patriot Act. The Banks hereby notify the City that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L (signed into law October 26, 2001)) (the Patriot Act ), they are required to obtain, verify and record information that includes the name and address of the City and other information that will allow the Banks to identify the City in accordance with the Patriot Act. [Remainder of page intentionally left blank.]

65 IN WITNESS WHEREOF, the City, the Agent and the Banks have each duly executed this Agreement as of the date first above written. CITY OF DALLAS, TEXAS By: City Manager Approved as to Form: CITY ATTORNEY By: Assistant City Attorney STATE STREET BANK AND TRUST COMPANY By: Authorized Representative CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM By: Authorized Representative

66 City of Dallas, Texas 1500 Marilla, Room 4DN Dallas, Texas Attention: Chief Financial Officer U.S. Bank National Association as Issuing and Paying Agent Attention: Corporate Trust Services Exhibit A Form of Non-Issuance Instruction [Dated Date] Re: City of Dallas, Texas Waterworks and Sewer System Commercial Paper Notes, Series D Ladies and Gentlemen: Pursuant to Section 2.02 of that certain Credit Agreement, dated as of March 1, 2012 (together with all amendments, restatements, supplements and/or other modifications thereto, the Credit Agreement ), by and among the City of Dallas, Texas, the undersigned and the Banks (as defined in the Credit Agreement), the undersigned hereby notifies you that (i) an Event of Default under Section 7.01 [or a Special Event of Default under Section 7.03 ] of the Credit Agreement has occurred and is now continuing and (ii) upon receipt of this notice, no new Notes (as defined in the Credit Agreement) [other than Refunding Notes (as defined in the Credit Agreement)] [and no additional Prior Lien Bonds or Subordinated Obligations (other than those Prior Lien Bonds or Subordinated Obligations the proceeds of which will be used to pay the Notes)] shall be issued or authenticated. This Non-Issuance Instruction shall remain in effect unless you have received written notification from us that this Non-Issuance Instruction has been rescinded. Very truly yours, [NAME OF BANK] By: Title: cc: [Dealer] [Rating Agencies]

67 Exhibit B Form of Request for Advance [Dated Date] To: [NAME OF BANK] Re City of Dallas, Texas Waterworks and Sewer System Commercial Paper Notes, Series D - Notice of Borrowing Ladies and Gentlemen: Pursuant to Section 3.02 of that certain Credit Agreement, dated as of March 1, 2012 (together with all amendments, restatements, supplements and/or other modifications thereto, the Credit Agreement ), by and among the City of Dallas, Texas (the City ) and the Banks (as defined in the Credit Agreement), the Issuing and Paying Agent on behalf of the City hereby gives the Banks irrevocable notice that the City requests an Advance be made by the Banks as follows (capitalized terms used in this Request for Advance shall have the respective meanings assigned to such terms under the Credit Agreement): 1. The aggregate amount of the Advance hereby requested is $ [include each Bank s respective amount of such Advance in parenthesis]. 2. The Advance hereby requested is to be made, and will not exceed the amount presently available, under the respective Commitments. 3. Payment of the Advance hereby requested is to be made by not later than 2:30 p.m., New York City time, on,. Such date is a Business Day within the meaning of the Credit Agreement. All of the proceeds received from the Advance shall be used to pay $ aggregate principal amount of the City s Waterworks and Sewer System Commercial Paper Notes, Series D maturing on such date [plus accrued interest to such date]. The Advance hereby requested is necessary due to the inability or failure of the Dealer to secure purchasers for Notes on the aforesaid date. [REQUEST MUST BE MADE NO LATER THAN 12:00 P.M. NEW YORK TIME] 4. On the date of making the Advance hereby requested, no Special Event of Default under Section 7.03 of the Credit Agreement has occurred and is continuing

68 5. Payment of the Advance hereby requested shall be made in immediately available funds to account no. at. Very truly yours, ISSUING AND PAYING AGENT By: Title:

69 Exhibit B-1 Request For Term Loan [Dated Date] To: [NAME OF BANK] Re: City of Dallas, Texas Waterworks and Sewer System Commercial Paper Notes, Series D Ladies and Gentlemen: The undersigned, a duly authorized officer of the City (the City ), (a) hereby refers to the Credit Agreement, dated as of March 1, 2012 (together with all amendments, restatements, supplements and/or other modifications thereto, the Credit Agreement, the terms defined therein being used herein as therein defined), by and among the City of Dallas, Texas (the City ), you as Agent and the Banks (as defined in the Credit Agreement), (b) hereby gives the Bank this Request for Term Loan in accordance with Section 3.06(e) of the Credit Agreement. The undersigned hereby certifies to the Bank as follows: 1. Date of Advance Maturity Date: 2. Aggregate Principal Amount of Advances outstanding: 3. Interest Rate: 4. Term Loan Maturity Date [the earlier of (i) three years from date of Advance of unpaid principal being converted to Term Loan or (ii) three years from the date of the expiration of the Credit Agreement): The City acknowledges that the Banks obligations to make Term Loans to the City are subject to the satisfaction of the conditions set forth in Section 3.06 of the Credit Agreement, including receipt by the Banks of the Term Loan Certificate and the Term Note described in Section 3.06 of the Credit Agreement. ; ; ;

70 Date of this Request for Term Loan: Very truly yours, CITY OF DALLAS, TEXAS By: Title:

71 EXHIBIT C FORM OF REVOLVING CREDIT NOTE CITY OF DALLAS, TEXAS WATERWORKS AND SEWER SYSTEM COMMERCIAL PAPER NOTES, SERIES D $326,630,137 March, 2012 The City of Dallas, Texas, acknowledges itself indebted and for value received promises to pay to the order of CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM and STATE STREET BANK AND TRUST COMPANY (the Banks ) in lawful money of the United States of America, the lesser of (i) $326,630,137, as such amount may be permanently reduced pursuant to Section 3.06 of that certain Credit Agreement, dated as of March 1, 2012 (together with all amendments, restatements, supplements and/or other modifications thereto, the Credit Agreement ), by and among the City and the Banks and (ii) the unpaid principal balance of each Advance under the Commitment made by the Bank to the City pursuant to Section 3.02 of the Credit Agreement, subject to prepayment and acceleration as provided in Section 3.05 of the Credit Agreement. The City promises to pay interest on the unpaid principal amount of each such Advance on the dates and at the rate or rates provided for in Section 3.03 of the Credit Agreement. Within the limits of and to the extent permitted by the Credit Agreement, the City may borrow, repay and reborrow under the Credit Agreement with respect to Advances under the Commitment. All such payments of principal and interest shall be made in immediately available funds at the office of the Bank specified in Section 3.09 of the Credit Agreement and shall be computed in accordance with and subject to the terms and conditions of the Credit Agreement. All capitalized terms used herein but not defined in this Revolving Credit Note shall have the meanings ascribed to them in the Credit Agreement. This Revolving Credit Note is being issued pursuant to the Credit Agreement to provide a revolving liquidity line of credit to the City to fund the payment, at stated maturity, of the principal of the City s Waterworks and Sewer System Commercial Paper Notes, Series D, plus accrued interest on such Notes to their maturity date. This Revolving Credit Note shall be construed under and governed by the laws of the State of Texas but Chapter 346, Texas Finance Code, except for Section thereof, shall not apply. This Revolving Credit Note is a special obligation of the City payable from and secured solely by the funds pledged therefor in the Ordinance. To provide for the payment of the principal of and interest on this Revolving Credit Note as the same shall become due and payable, the Ordinance grants a lien on and pledge of, subject only to the provisions of the Ordinance permitting the application thereof for purposes and on terms and conditions set forth therein, (i) the proceeds from (A) the sale of Bonds issued by the City for such purpose and (B) the sale of Project Notes issued pursuant to the Ordinance for such purpose, (ii) Advances, (iii) the amounts held in the Series D Note Payment Fund (created under Section 2.11 of the

72 Ordinance) until the amounts deposited therein are used for authorized purposes; provided, however, amounts in the Series D Note Payment Fund attributable to and derived from Advances shall be used only to pay, prior to the application to the payment of any Bank Note, the principal of and interest on the Project Notes in full, and (iv) the amounts remaining on deposit in the Series D Note Construction Account (created under Section 2.11 of the Ordinance) after the payment of all Project Costs. Additionally, to provide security for the payment of the principal of and interest on this Revolving Credit Note and any other amounts due under the Credit Agreement as the same shall become due and payable, the Ordinance grants a lien on and pledge of the Pledged Revenues, subject only to the provisions of the Ordinance permitting the application thereof for purposes and on terms and conditions set forth in the Ordinance, such lien on and pledge of Pledged Revenues to the Notes and other amounts owing under the Credit Agreement, however, being subordinate only to the lien on and pledge of the Pledged Revenues securing the payment of the City s Prior Lien Bonds and the debt service and reserve funds relating thereto. It is hereby certified that every requirement of law relating to the issue hereof has been duly complied with and that this Revolving Credit Note is within every applicable debt or other limit. IN WITNESS WHEREOF, the City Council has caused this Revolving Credit Note to be signed in its name by the City Manager and countersigned by the City Secretary, and sealed with the seal of the City, and this Note to be dated the date and year first above written. (SEAL) CITY OF DALLAS, TEXAS By: City Manager Attest: By: City Secretary

73 CITY OF DALLAS, TEXAS WATERWORKS AND SEWER SYSTEM COMMERCIAL PAPER NOTES, SERIES D SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL DATE AMOUNT OF ADVANCE PRINCIPAL REPAID/PREPAID MATURITY DATE NOTATION MADE BY

74 EXHIBIT C-1 FORM OF TERM NOTE CITY OF DALLAS, TEXAS WATERWORKS AND SEWER SYSTEM COMMERCIAL PAPER NOTES, SERIES D $, The City of Dallas, Texas, acknowledges itself indebted and for value received promises to pay to the order of (the Bank ) in lawful money of the United States of America, the principal amount of Dollars ($ ), as provided in that certain Credit Agreement, dated as of March 1, 2012 (as same may be amended, restated, supplemented and/or otherwise modified, the Credit Agreement ), by and among the City and the Banks named therein, including the Bank, pursuant to Section 3.06 of the Credit Agreement. The City promises to pay interest on the unpaid principal amount of such Term Loan on the dates and at the rate or rates provided for in Section 3.06 of the Credit Agreement. All such payments of principal and interest shall be made in immediately available funds at the office of the Bank specified in Section 3.09 of the Credit Agreement and shall be computed in accordance with and subject to the terms and conditions of the Credit Agreement. All capitalized terms used herein but not defined in this Term Note shall have the meanings ascribed to them in the Credit Agreement. This Term Note is being issued pursuant to the Credit Agreement to provide a term loan to the City to fund the payment, on the Advance Maturity Date, of Advance under the Credit Agreement. This Term Note is a special obligation of the City payable from and secured solely by the funds pledged therefor in the Ordinance. To provide for the payment of the principal of and interest on this Term Note as the same shall become due and payable, the Ordinance grants a lien on and pledge of, subject only to the provisions of the Ordinance permitting the application thereof for purposes and on terms and conditions set forth therein, (i) the proceeds from (A) the sale of Bonds issued by the City for such purpose and (B) the sale of Project Notes issued pursuant to the Ordinance for such purpose, (ii) Advances, (iii) the amounts held in the Series D Note Payment Fund (created under Section 2.09 of the Ordinance) until the amounts deposited therein are used for authorized purposes; provided, however, amounts in the Series D Note Payment Fund attributable to and derived from Advances shall be used only to pay, prior to the application to the payment of any Bank Note, the principal of and interest on the Project Notes in full, and (iv) the amounts remaining on deposit in the applicable account of the Series D Note Construction Account (created under Section 2.11 of the Ordinance) after the payment of all Project Costs. Additionally, to provide security for the payment of the principal of and interest on this Term Note and any other amounts due under the Credit Agreement as the same shall become due and payable, the Ordinance grants a lien on and pledge of the Pledged Revenues, subject only to the provisions of the Ordinance permitting the application thereof for purposes and on terms and conditions set forth in the Ordinance, such lien on and pledge of Pledged

75 Revenues to the Notes and other amounts owing under the Credit Agreement, however, being subordinate only to the lien on and pledge of the Pledged Revenues securing the payment of the City s Prior Lien Bonds and the debt service and reserve funds relating thereto. It is hereby certified that every requirement of law relating to the issue hereof has been duly complied with and that this Term Note is within every applicable debt or other limit. IN WITNESS WHEREOF, the City Council has caused this Term Note to be signed in its name by the City Manager and countersigned by the City Secretary, and sealed with the seal of the City, and this Note to be dated the date and year first above written. (SEAL) CITY OF DALLAS, TEXAS By: City Manager Attest: By: City Secretary

76 CITY OF DALLAS, TEXAS WATERWORKS AND SEWER SYSTEM COMMERCIAL PAPER NOTES, SERIES D SCHEDULE OF TERM LOAN AND PAYMENTS OF PRINCIPAL DATE AMOUNT OF TERM LOAN PRINCIPAL REPAID/PREPAID MATURITY DATE NOTATION MADE BY

77 City of Dallas, Texas 1500 Marilla, Room 4DN Dallas, Texas Attention: Chief Financial Officer Exhibit D Form of Notice Not to Extend Commitment [Dated Date] Re: City of Dallas, Texas Waterworks and Sewer System Commercial Paper Notes, Series D Ladies and Gentlemen: Pursuant to Section 3.01(c) of that certain Credit Agreement, dated as of March 1, 2012 (together with all amendments, restatements, supplements and/or other modifications thereto, the Credit Agreement ), by and among the City of Dallas, Texas (the City ), State Street Bank and Trust Company and the California State Teachers Retirement System (together, the Banks ), the Banks elect not to extend the Termination Date (as defined in the Credit Agreement). Very truly yours, STATE STREET BANK AND TRUST COMPANY, as Agent By: Name: Title:

78 Exhibit E Form of Opinion of City Attorney [Dated Date] To: California State Teachers Retirement System State Street Bank and Trust Company Re: City of Dallas, Texas Waterworks and Sewer System Commercial Paper Notes, Series D Ladies and Gentlemen: I am the duly appointed City Attorney of the City of Dallas, Texas (the City ), and this opinion is rendered on behalf of the City pursuant to and in connection with the authorization of the Notes and the execution and delivery of a Credit Agreement, dated as of March 1, 2012 (together with all amendments, restatements, supplements and/or other modifications thereto, the Credit Agreement ), by and among the City, State Street Bank and Trust Company, as Agent (the Agent ) and State Street Bank and Trust Company and California State Teachers Retirement System (together, the Banks ). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. I or my designated attorneys have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials, and other instruments, and we have conducted such other investigation of fact and law as I have found necessary or advisable for the purpose of this opinion. I have also made such further investigation of the law and facts as I have deemed necessary or advisable for purposes of the opinions herein expressed. Based upon the foregoing, I am of the opinion that: 1. The City (a) is an incorporated city operating under a home-rule charter adopted pursuant to Article XI, Section 5 of the Texas Constitution; (b) has full power and authority to execute, deliver, and perform the Credit Agreement, the Bank Notes, the Ordinance, and the Commercial Paper Notes and to borrow under the Commercial Paper Notes, the Bank Notes and the Credit Agreement; (c) has all the requisite power and authority to own and operate the System; and (d) has all the requisite power and authority to pledge and grant a lien on the Pledged Revenues to the Bank to secure payment of the Advances and any other amounts owing under the Credit Agreement, and has lawfully exercised such power. 2. All authorizations, consents, approvals, licenses, permissions, and registrations, if any, of or with any Person, including any Governmental Authority, required in connection with (a) the execution, delivery, and performance of the Credit Agreement, the Bank Notes and the Commercial Paper Notes and (b) the City s authorization of the execution, delivery and

79 performance of the Credit Agreement, the Bank Notes and the Commercial Paper Notes have, in each case, been obtained. 3. There is no litigation or legal or administrative proceeding pending, or to the best of my knowledge, threatened against, or any outstanding judgment, order, writ, injunction, decree, or award affecting the City before any Governmental Authority (a) which prohibits or affects, or if adversely determined might prohibit or affect, the ability or authority of the City to execute, deliver, or perform any part of the Credit Agreement or the Bank Notes or (b) which in the aggregate have, or if adversely determined would have, any material adverse effect on the financial condition of the City or the System. To the best of my knowledge, the City is not in default with respect to any order, writ, injunction, or decree of any Governmental Authority which would adversely affect the City s ability to execute, deliver, or perform any part of the Credit Agreement, the Bank Notes or the Ordinance. The opinions expressed above are qualified to the extent that the enforceability of the rights and remedies set forth in the Ordinance and the Credit Agreement may be limited by bankruptcy, reorganization, or other similar laws of general application relating to or affecting the enforcement of creditors' rights. I express no opinion as to the extent to which any indemnification provision contained in the Credit Agreement or any other document used in connection with the issuance of the Commercial Paper Notes is enforceable under Texas law or as to the specific remedy that any court, governmental authority, or board of arbitration may grant, impose, or render in connection with the above-described instruments. I express no opinion as to the validity or enforceability of Section 9.04 of the Credit Agreement. The opinions herein expressed and the statements herein made are limited in all respects to the laws of the State of Texas and applicable federal law. This opinion is solely for the benefit of and may be relied upon by the addressee. This opinion may not be relied upon by any other person, without my written consent. Very truly yours,

80

81 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 2 AGENDA DATE: February 8, 2012 COUNCIL DISTRICT(S): DEPARTMENT: All City Controller CMO: Jeanne Chipperfield, MAPSCO: SUBJECT N/A Authorize (1) establishment of a non-profit corporation, the City of Dallas Education Finance Corporation for the purpose of financing or refinancing of educational facilities and/or housing facilities incidental to education facilities; (2) approval of the Corporation's certificate of formation and bylaws; (3) appointment of the Corporation's initial Board of Directors; (4) the Mayor to execute and deliver a certificate approving the bonds to be issued for the benefit of Uplift Education, a Texas non-profit corporation, and the facilities to be financed with the proceeds of the bonds for the purpose of satisfying the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended; and (5) the City Manager to file the Corporation's certificate of formation with the Secretary of State - Financing: No cost consideration to the City BACKGROUND Uplift Education, a Texas non-profit corporation that currently operates nine charter schools in the DFW Metroplex, has requested the City of Dallas create an Education Finance Corporation's ( EFC ) in order to issue obligations ( bonds ) and loan the proceeds to Uplift Education ( Uplift ) so it can expand its existing campuses and develop additional schools. Uplift anticipates pursuing bond financing of approximately $70-90 million for these purposes within Dallas and Fort Worth. Of the total amount to be financed, approximately $36 million is expected to be used for projects within the Dallas city limits. Further, Uplift s finance plan includes approximately $15 million of Qualified School Construction Bonds ( QSCBs ) necessitating the creation of an EFC. In order to issue QSCBs, the user must have a jurisdictional nexus with the EFC i.e., the user must be located within the legal boundaries of the Sponsoring Entity such as the City of Dallas in this case. Otherwise, EFCs generally have statewide issuing authority i.e., an EFC created by the City of Houston could issue tax-exempt bonds for a user in Dallas.

82 BACKGROUND (Continued) It is important to note that bonds issued by an EFC are not obligations of either the State of Texas or the Sponsoring Entity/City that created the EFC. Neither the faith and credit nor the taxing power of the State of Texas or the Sponsoring Entity is pledged for payment of the bonds. Likewise, the EFC does not have a separate independent obligation to pay the bonds. The debt is payable from revenues received by the EFC from the user, and owners of bonds look only to the user for payment. For that reason, EFCs are referred to as "conduit corporations." Also, the issuance of the bonds does not impact the credit rating of the Sponsoring Entity, the ability of the Sponsoring Entity to issue debt, or have any other affect on the Sponsoring Entity's debt obligations and ability to incur debt obligations. Bonds issued through an EFC decrease the user's cost of borrowing. It is able to decrease the cost of borrowing because a conduit corporation can issue tax-exempt bonds i.e., the holder of the bond is not required to pay federal income tax on the interest earnings from the bond. As a result, investors in bonds will not require as high an interest rate on the tax-exempt bonds since they will not be required to pay federal income tax on the interest earned on tax-exempt bonds. Additionally, if a user has received an allocation from the Texas Education Agency to issue QSCBs, the federal government will subsidize the cost of the interest paid by the user (on such bonds). Uplift Education operates its nine existing charter schools under five separate charters from the State of Texas. Under Texas law, charter schools are part of the public school system. The schools do not discriminate in the selection of their students. Rather, students submit applications to attend. If there are more applications than spaces available, the schools conduct a lottery to determine which students will be admitted. Uplift s students tend to be economically disadvantaged. Approximately 83% of the students at Uplift's urban schools (64% for all Uplift schools) are entitled to receive free or reduced price lunches. The racial diversity of Uplift's students is as follows: approximately 57% are Hispanic; 18% are African American; 16% are Asian or Pacific Islanders; and, 9% are white. Uplift opened its flagship school in Irving, Texas, North Hills Preparatory, during From 2002 to 2008, Uplift opened Peak Preparatory (East Dallas 4600 Bryan Street), Summit International Preparatory (Arlington), Hampton Preparatory (Southwest Dallas 8915 South Hampton Rd.) and Williams Preparatory (Northwest Dallas 1750 Viceroy Drive). The next phase in Uplift's expansion process focused on increasing Uplift's presence within its existing service area through the opening of satellite schools in the communities surrounding its existing campuses. In Uplift opened Laureate Preparatory (Downtown Dallas 2020 North Lamar St.) and Heights Preparatory (West Dallas 2650 Canada Drive). In , Uplift opened Infinity Preparatory (Irving) and Pinnacle Preparatory (Oak Cliff 735 West Illinois Avenue). Agenda Date 02/08/ page 2

83 BACKGROUND (Continued) The current phase in Uplift's expansion seeks to further increase its presence within Dallas and to expand to Fort Worth. In particular, in , Uplift expects to open Laureate Secondary Preparatory, to serve Dallas Deep Ellum area and Mighty Preparatory and Meridian Preparatory, to serve Fort Worth. Uplift presently has approximately 5,800 students. Uplift has received significant support in establishing its charter schools, with charitable contributions of approximately $70 million since its inception. The City Council is asked to approve the City of Dallas Education Finance Corporation's ( CoDEFC s ) board members, the bylaws and certificate of formation. The Corporation s Board of Directors shall consist of at least seven (7) persons, and up to eleven (11) persons, and confirmed by this action. To be eligible to serve as a Director, a person must be a resident of the City and at least eighteen (18) years of age. Directors may be removed from office at any time, with or without cause, by the City Manager/Council. Each Director shall serve for two-year terms or until a successor is designated by the City Manager and appointed by the City Manager/Council. No board director may serve for more than six consecutive years. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The Economic Development Committee is scheduled to be briefed on February 6, FISCAL INFORMATION No cost consideration to the City Agenda Date 02/08/ page 3

84

85 COUNCIL CHAMBER February 8, 2012 WHEREAS, pursuant to the authority granted by Sections 53.35(b) and 53A.35(b), Texas Education Code, as amended (collectively referred to herein as the "Act "), the Dallas City Council desires to authorize the creation of a non-profit corporation (the " Corporation ") to act on its behalf in financing and refinancing, under the Act, educational facilities, housing facilities and facilities incidental, subordinate or related thereto, including acquiring land, all for the purpose of aiding public schools and private schools under the Act; and WHEREAS, the City Council hereby finds that the creation of the Corporation is in the best interest of the City and its citizens; and WHEREAS, the Corporation may exercise the powers granted in the Act for such purposes as may be consistent with the Act; and WHEREAS, this meeting is open to the public as required by law, and public notice of the time, place and purpose of this meeting was given as required by Chapter 551, Texas Government Code. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the findings and declarations contained in the preambles of this Resolution are incorporated herein as part of this Resolution. Section 2. That This City Council hereby approves the Certificate of Formation (the " Certificate ") for the City of Dallas Education Finance Corporation in substantially the form attached hereto as Exhibit "A" and authorizes the filing of the Certificate with the Secretary of State of Texas in accordance with the Act provided, however, that the EFC shall neither pledge the faith and credit nor the taxing powers of the City of Dallas for the payment of principal and redemption premium of, if any, or interest on any bonds, notes or other obligations of the Corporation, and that the Board of Directors of the Corporation shall meet and file notice of each meeting in accordance with the requirements of Chapter 551, Texas Government Code (Open Meetings Act). Section 3. That this City Council hereby appoints those persons named in the Certificate, each of whom on the date of his appointment is duly qualified in accordance with the Act, to serve as the initial members of the Board of Directors of the Corporation.

86 COUNCIL CHAMBER February 8, 2012 Section 4. That the Corporation is authorized to finance the projects described in the preambles hereof through the issuance of one or more series or issues of revenue bonds, notes or other obligations that are payable solely from revenues to be received by or on behalf of the Corporation pursuant to agreements between the Corporation and educational institutions or amounts to be received from persons acting on behalf of such educational entities, with the City having no obligation to pay the Corporation or any other person, including, specifically, the holders of such obligations, any amounts with respect to such obligations. Such obligations shall never constitute a debt or pledge of the faith and credit of the taxing power of the City. Section 5. That it is intended that the Corporation be a duly constituted authority and instrumentality of the City, with the power to act on its behalf and to accomplish the public purposes of the State within the meaning of regulations and revenue rulings of the Treasury Department of the Internal Revenue Service of the United States promulgated under Sections 103 and 115 of the Internal Revenue Code of 1986, as amended (the "Code"). Section 6. That this City Council hereby approves the initial Bylaws for the Corporation in substantially the form and substance attached hereto as Exhibit "B". Section 7. That this resolution shall take effect immediately from and after its adoption. Section 8. That it is the intention of the City Council that this resolution and every provision or portion hereof be considered severable, and that no portion or provision hereof shall become inoperative or fail by any reason of unconstitutionality or invalidity of any such portion or provision. If an provision, section, subsection, sentence, clause, or phrase of this resolution, or the application of same to any person or set of circumstances for any reason whatsoever is held to be unconstitutional, void, or invalid or for any reason unenforceable, then the validity of the remaining portions of this resolution or the application thereof shall remain in full force and effect. Section 9. That all resolutions or ordinances, or parts thereof respectively, in conflict herewith are hereby repealed only to the extent that same are inconsistent or in conflict herewith. Section 10. That the City Secretary of the City of Dallas is hereby authorized and directed to publish the caption of this resolution in the manner and for the length of time prescribed by law. Section 11. That upon the publication of notice and the holding of a public hearing, the mayor of the City of Dallas is authorized to execute and deliver a certificate approving the bonds to be issued for the benefit of Uplift Education, a Texas non-profit corporation and the facilities to be financed with proceeds of such bonds for the purpose of satisfying the requirements of Section 147(f) of the Code.

87 COUNCIL CHAMBER February 8, 2012 Section 12. That the City Manager is hereby authorized to approve, subsequent to the date of the adoption of this resolution, any technical amendments to the Certificate of Formation as required by the Texas Secretary of State in connection with the filing of the Certificate of Formation. Section 13. That the City Council hereby finds and declares that written notice of the date, hour, place, and subject of the meeting at which this resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. Section 14. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

88 EXHIBIT A CERTIFICATE OF FORMATION OF CITY OF DALLAS EDUCATION FINANCE CORPORATION I, the undersigned natural person over the age of 18, acting as an incorporator, adopt the following Certificate of Formation of City of Dallas Education Finance Corporation: ARTICLE 1: NAME The name of the Corporation is "City of Dallas Education Finance Corporation." ARTICLE 2: NONPROFIT CORPORATION The Corporation is a nonprofit corporation governed by Section 53.35(b) and 53A.35(b) of the Texas Education Code and the Texas Nonprofit Corporation Law. When it dissolves, all of its assets will be distributed to the City of Dallas, Texas (the "City"). ARTICLE 3: DURATION The Corporation will continue in perpetuity. ARTICLE 4: PURPOSES The purpose for organizing the Corporation is to provide an instrumentality to exercise the powers granted to an entity having the powers set forth under Chapter 53 and 53A, Texas Education Code, and particularly, Section 53.35(b) and 53A.35(b) of the Texas Education Code (collectively, the "Act"). The specific purposes for which the Corporation is organized and may issue bonds on behalf of the City are any purposes permitted by the Act including, but not limited to, the financing or refinancing of "educational facilities" or "housing facilities" (as such terms are defined in the Act) and facilities which are incidental, subordinate, or related thereto or appropriate in connection therewith located in the State of Texas in accordance with and subject to the provisions of the Act, and to be done for or on behalf of the City. The Corporation is a duly constituted authority and a public instrumentality within the meaning of the regulations of the United States Department of the Treasury and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1986, as amended, and the Corporation is authorized to act on behalf of the City as provided in this Certificate of Formation. However, the Corporation is not a political subdivision or political corporation of the State of Texas within the meaning of its constitution and laws, including without limitation, Article III, Section 52 of said constitution, and no agreements, bonds, debts or obligations of the Corporation are or shall ever be deemed to be the agreements, bonds, debts or obligations, or the lending of credit, or a grant of public money or thing of value, of or by the City, or any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. As of the date of this Certificate of Formation, the term housing facility means a single- or multi-family residence used exclusively for housing or

89 Exhibit A boarding, or housing and boarding students, faculty, or staff members of an institution of higher learning. The term includes infirmary and student union building, but does not include a housing or boarding facility for the use of a fraternity, sorority, or private club. ARTICLE 5: POWERS Except as this Certificate of Formation otherwise provides, the Corporation has all the powers of a nonprofit corporation provided in the Texas Business Organizations Code. Moreover, the Corporation has all implied powers necessary and proper to carry out its express powers. The Corporation may reimburse directors for expenses incurred in rendering services to or for the Corporation, but are not otherwise entitled to compensation for services. ARTICLE 6: RESTRICTION AND REQUIREMENTS Regardless of any other provision of this Certificate of Formation or the laws of the State of Texas, the Corporation shall not: (1) Permit any part of the net earnings of the Corporation to inure to the benefits of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the Corporation affecting one or more of its purposes); (2) Carry on propaganda, or otherwise attempt to influence legislation; (3) Participate in, or intervene in (including the publication of distribution of statements), any political campaign on behalf of any candidate for public office; or, (4) Attempt to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drives. If the Corporation is a private foundation within the meaning of Section 509(a) of the Code, the Corporation: (1) Shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; (2) Shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code; (3) Shall not retain any excess business holdings as defined in Section 4943(c) of the Code; (4) Shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code; and, (5) Shall not make any taxable expenditures as defined in Section 4945(d) of the Code. 2

90 Exhibit A The Corporation will have no members. ARTICLE 7: MEMBERSHIP ARTICLE 8: INITIAL REGISTERED OFFICE AND AGENT The street address of the Corporation s initial registered office is 1500 Marilla St., Room 4DN, Dallas, Texas The name of the initial registered agent at this office is Jeanne Chipperfield. ARTICLE 9: MANAGING BODY OF CORPORATION The management of the Corporation is vested in its Board of Directors and such committees of the board that the board may, from time-to-time, establish. The bylaws will provide the qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors. The directors shall be appointed by the governing body of the City of Dallas, Texas, and subject to removal by the governing body of the City of Dallas. The initial Board will consist of seven persons. The initial Board will consist of the following persons at the following addresses: Tricia Dzina 9212 Mill Hollow Dallas. TX Grady Jordon, Jr Noel Rd., Suite 1100 Dallas, TX Mitch Paradise 6264 Martel Ave Dallas, TX Greg Johnson 9227 Club Glen Dallas, TX Catherine Manning 2907 Magnolia Hill Court Dallas, TX David Ray 510 S. Cesar Chavez, #5304 Dallas, TX Gary Scott 5440 Del Roy Drive Dallas, TX The number of directors may be increased or decreased by amending this Certificate of Formation. The number of directors may not be decreased to fewer than seven, nor increased to more than eleven. Directors shall serve until the successors are appointed. Each director, including the initial directors, shall be eligible for reappointment. Directors are removable by the governing body of the City of Dallas, Texas for cause or at will, and must be appointed for a term of two years. No officer or employee of the City is eligible for appointment as a director. Any vacancy occurring on the board of directors through death, resignation or otherwise shall be filled by designation by the City Manager and appointment by the governing body of the City of Dallas, Texas. To be eligible to serve as a Director, a person must be a resident of the City and at least eighteen (18) years of age. No Director may serve for more than six consecutive years. 3

91 Exhibit A ARTICLE 10: LIMITATION ON LIABILITY OF DIRECTORS A director is not liable to the Corporation or members for monetary damages for an act of omission on the director s capacity as director except as otherwise provided by a Texas statute. ARTICLE 11: INDEMNIFICATION The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or other person related to the Corporation as provided by the provisions of the Texas Business Organizations Code governing indemnification. As the bylaws provide, the Board may define the requirements and limitations for the Corporation to indemnify directors, officers, or others related to the Corporation. ARTICLE 12: AMENDMENT This Certificate of Formation may at any time and from time to time be amended as provided in the Act if the City Council of the City by appropriate resolution finds and determines that such amendment is advisable and authorizes or directs that such amendment be made. ARTICLE 13: CONSTRUCTION All references in these Articles to statutes, regulations, or other sources of legal authority refer to the authorities cited, or their successors, as they may be amended from time to time. As used herein, references to the "Internal Revenue Code of 1986" and the "Code" include corresponding provisions of any subsequent federal tax law. ARTICLE 14: APPROVAL BY CITY The City has specifically authorized the Corporation by Ordinance to act on its behalf to further the public purposes stated in said Ordinance and this Certificate of Formation, and the City has by said Ordinance approved this Certificate of Formation. A copy of said Ordinance is attached to this Certificate of Formation and made a part hereof for all purposes. ARTICLE 15: ORGANIZERS The name and street address of each organizer are: NAME Yasmin Bhatia William J. Mays Rosemary Perlmeter ADDRESS 1750 Viceroy Dr. Dallas, TX Viceroy Dr. Dallas, TX Viceroy Dr. Dallas, TX

92 Exhibit A IN WITNESS WHEREOF, this Certificate of Formation has been executed on, 2012 by the undersigned. ORGANIZERS: Yasmin Bhatia William J. Mays Rosemary Perlmeter

93 Exhibit A STATE OF TEXAS COUNTY OF DALLAS I, the undersigned, a Notary Public in and for the above State, do hereby certify that on this day of, 2012, personally appeared Yasmin Bhatia, William J. Mays and Rosemary Perlmeter, who, each being by me first duly sworn, severally declared that they are the persons who signed the foregoing documents as organizers, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year above written. [SEAL] Notary Public, State of Texas

94 EXHIBIT B BYLAWS OF CITY OF DALLAS EDUCATION FINANCE CORPORATION ARTICLE I POWERS AND PURPOSES Section 1.1. Financing of Projects. In order to implement the purposes for which the City of Dallas Education Finance Corporation (the "Corporation") was formed, as set forth in the Certificate of Formation, the Corporation may issue obligations to finance all or part of the cost of one or more projects pursuant to the provisions of the Section 53.35(b) and 53A.35(b), Texas Education Code, as amended (the "Act"). Section 1.2. Use of Obligation Proceeds. The proceeds of any notes, bonds, or other obligations of the Corporation shall be used solely for secular purposes. Section 1.3. No Faith and Credit of the City of Dallas. Neither the faith and credit nor the taxing powers of the City of Dallas (the "City") shall be pledged for the payment of principal and redemption premium of, if any, or interest on such bonds, notes or other obligations of the Corporation. Section 1.4. Books and Records; Approval of Programs and Financing Statements. The Corporation shall keep correct minutes of the proceedings of its board of directors (the "Board of Directors") and committees having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by any director or his agent or attorney for proper purpose at any reasonable time; and at all times the governing body of the City will have access to the books and records of the Corporation. The governing body of the City shall be entitled to review and to revise the financial affairs, programs, and activities of the Corporation at any time and from time to time, and the City shall have all other rights reserved to it in the Certificate of Formation of the Corporation. Section 1.5. Nonprofit Corporation. The Corporation shall be a nonprofit corporation, and no part of its net earnings remaining after payment of if its expenses, bonds, or other obligations shall ever inure to the benefit of any individual, firm or corporation, except that in the event sufficient provision has been made for the full payment of the expenses, bonds, and other obligations of the Corporation, then any net earnings of the Corporation thereafter accruing shall be paid to the City.

95 Exhibit B Section 1.6. Effects of Certificate of Formation and Ordinance. The affairs of the Corporation shall at all times be conducted in a manner subject to and in compliance with the provisions and requirements of the Certificate of Formation of the Corporation and the Ordinance of the City ordering its creation. Section 1.7. Closing Fees. Upon the closing of any financing by the Corporation, the applicant shall pay a closing fee in an amount determined by the Corporation, which fee may be waived by the Board of Directors. ARTICLE II BOARD OF DIRECTORS Section 2.1. Powers, Number and Term of Office. The property and affairs of the Corporation shall be managed and controlled by the Board of Directors, and subject to the restrictions imposed by law, the Certificate of Formation, and these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation. The Board of Directors shall consist of not less than seven nor more than eleven directors, each of whom shall be appointed by the governing body of the City. The directors constituting the first Board of Directors shall be those directors named in the Certificate of Formation, each of whom, as well as any subsequent directors, shall serve for a term of two years. Each director shall serve until his or her successor is appointed by the governing body of the City up to a maximum of six years. No officer or employee of the City is eligible for appointment as a director. Any director may be removed from office at any time, with or without cause, by the governing body of the City of Dallas, Texas. All vacancies, from whatever cause, shall be designated by the City Manager and appointed by the governing body of the City of Dallas, Texas. Section 2.2. Meetings of Directors. The Corporation is subject to the Texas Open Meetings Act, Chapter 551, Texas Government Code. The Board of Directors may hold its meetings at any place which the Board of Directors may from time to time designate. Section 2.3. Annual Meetings. The annual meeting of the Board of Directors shall be held at the principal office of the Corporation on the second Tuesday of October of each year, if not a legal holiday, and if a legal holiday, then at the next secular day following, at noon, or a such time and place as shall be fixed by the consent in writing of all of the directors. All other meetings may be held at the place selected by the Board within the boundaries of the City. Section 2.4. Regular Meetings. Regular meetings of the Board of Directors shall be held without necessity of notice at such times and places as shall be designated, from time to time, by resolution of the Board of Directors. 2

96 Exhibit B Section 2.5. Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the president, by the secretary, by a majority of the directors at the time in office or upon advice or request by the governing body of the City. The Corporation shall give notice to each director of each Special Meeting in person, or by mail, telephone, or telegraph, at least two hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a Special Meeting. At any meeting at which every director shall be present, even though without any notice to the directors, any matter pertaining to the purpose of the Corporation may be considered and acted upon. Section 2.6. Quorum. A majority of the directors fixed by these Bylaws shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law. Section 2.7. Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board of Directors may determine. At all meetings of the Board of Directors, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. The secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer, subject to the first paragraph of Section 3.1, may appoint any person to act as secretary of the meeting. Section 2.8. Compensation of Directors. Directors shall not receive any salary or compensation for their services, except that they may be reimbursed for their actual expenses incurred in performing such services. ARTICLE III OFFICERS Section 3.1. Titles and Term of Office. The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board of Directors may from time to time elect or appoint. In the absence of the secretary, any officer other than the president may act in the secretary's place. Terms of the officers shall not exceed two years. Officers shall serve until their successor is appointed. All officers shall be subject to removal from office with or without cause, at any time by a vote of a majority of the entire Board of Directors. A vacancy in the office of any officers shall be filled by a vote of a majority of the Directors. 3

97 Exhibit B Section 3.2. Powers and Duties of the President. The president shall be the chief executive officer of the Corporation, and subject to the Board of Directors, the president shall be in general charge of the properties and affairs of the Corporation; the president shall preside at all meetings of the Board of Directors; in furtherance of the purposes of the Corporation, the president may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgage notes, and other instruments in the name of the Corporation. Section 3.3. Vice President. The vice president shall have such powers and duties as may be assigned by the Board of Directors and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability of the president to act at the time such action was taken. Section 3.4. Treasurer. The treasurer shall have custody of all the funds and securities of the Corporation which come into his or her hands. When necessary or proper, he may endorse, on behalf of the Corporation, for collection, checks, notes, and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors; he may sign all receipts and vouchers for payment made to the Corporation; either alone or jointly with such other officer as is designated by the Board of Directors; whenever required by the Board of Directors, he shall render a statement of the cash account; he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate amounts of all money received and paid out on account of the Corporation; the treasurer shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors, he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require. Section 3.5. Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in the books provided for that purpose; he shall attend to the giving and servicing of all notices; in furtherance of the name of the Corporation; and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation; he shall have charge of the corporate books, records, and securities of the Corporation except those of which the treasurer shall have custody and charge pursuant to the preceding Section 3.4, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon application at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. Section 3.6. Compensation. Officers as such shall not receive any salary or compensation for their services, except that they may be reimbursed for their actual expenses incurred in performing such services. 4

98 Exhibit B ARTICLE IV PROVISION REGARDING CERTIFICATE OF FORMATION AND BYLAWS Section 4.1. Effective Date. These Bylaws shall become effective only upon the occurrence of the following events: (1) the approval of these Bylaws by the governing body of the City; and (2) the adoption of these Bylaws by the Board of Directors. Section 4.2. Amendments to Certificate of Formation and Bylaws. The Certificate of Formation may at any time and from time to time be amended by the methods prescribed therein. These Bylaws may be amended at any time and from time to time by majority vote of the Board of Directors with approval of the governing body of the City. ARTICLE V GENERAL PROVISIONS Section 5.1. Principal Office. The principal office of the Corporation shall be located at 1500 Marilla Street, Room 4DN, Dallas, Texas Section 5.2. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. Section 5.3. Directors. Seal. The seal of the Corporation shall be as determined by the Board of Section 5.4. Resignations. Any director or officer may resign at any time. Such resignations shall be made in writing directed to the City Manager and the president of the Corporation. A resignation shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the City Manager and the president. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. 5

99 KEY FOCUS AREA: ADDENDUM ITEM # 3 Better Cultural, Arts and Recreational Amenities AGENDA DATE: February 8, 2012 COUNCIL DISTRICT(S): 6 DEPARTMENT: Park & Recreation CMO: Paul D. Dyer, MAPSCO: 22-Q SUBJECT Authorize Supplemental Agreement No. 2 to the professional services contract with Freese and Nichols, Inc. for construction administration services and additional design services to include engineering, irrigation pond, parking lot modifications, irrigation system, landscaping and other miscellaneous items at Elm Fork Athletic Complex located at 2100 Walnut Hill Lane - Not to exceed $186,828, from $1,925,844 to $2,112,672 - Financing: 2003 Bond Funds BACKGROUND The original professional services contract with Freese and Nichols, Inc. was authorized by Council on May 28, 2008, by Resolution No for environmental permitting topographic survey, and schematic design through construction administration services for the Elm Fork Athletic Complex consisting of 10 soccer fields, 1 championship soccer field, parking area, maintenance facility, wesco channel realignment, main concession building, satellite concessions, and playground, in an amount not to exceed $1,792,293. Supplemental Agreement No. 1, authorized by Council on March 10, 2010, by Resolution No for modifications to the original design consisting of additional soccer fields, roads and parking, and a satellite concession building for the Elm Fork Athletic Complex, in an amount not to exceed $133,551, making a revised contract amount of $1,925,844. This action will authorize Supplemental Agreement No. 2 to the professional services contract with Freese and Nichols, Inc. in an amount not to exceed $186,828, from $1,925,844 to $2,112,672 for construction administration services and additional design services to include engineering, irrigation pond, parking lot modifications, irrigation system, landscaping and other miscellaneous items for the Elm Fork Athletic Complex.

100 ESTIMATED SCHEDULE OF PROJECT Began Design July 2008 Complete Design November 2012 PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Park and Recreation Board authorized award of the professional services contract on May 1, City Council authorized award of the professional services contract on May 28, 2008, by Resolution No The Park and Recreation Board authorized award of Supplemental Agreement No. 1 on February 18, City Council authorized award of Supplemental Agreement No. 1 on March 10, 2010, by Resolution No The Park and Recreation Board authorized award of Supplement Agreement No. 2 on February 2, FISCAL INFORMATION 2003 Bond Funds - $186,828 Design $1,792,293 Supplemental Agreement No. 1 $133,551 Supplemental Agreement No. 2 (this action) $186,828 M/WBE INFORMATION See attached. ETHNIC COMPOSITION Freese and Nichols, Inc. Total $2,112,672 White Male 45 White Female 17 Black Male 1 Black Female 1 Hispanic Male 5 Hispanic Female 1 Other Male 1 Other Female 1 Agenda Date 02/08/ page 2

101 OWNERS Freese and Nichols, Inc. Robert F. Pence, President/Chief Executive Officer Ron M. Lemons, Vice President/Chief Executive Officer Michael L. Nichols, Vice President/Chief Executive Officer Cindy P. Milrany, Chief Executive Officer MAP Attached Agenda Date 02/08/ page 3

102 BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize Supplemental Agreement No. 2 to the professional services contract with Freese and Nichols, Inc. for construction administration services and additional design services to include engineering, irrigation pond, parking lot modifications, irrigation system, landscaping and other miscellaneous items at Elm Fork Athletic Complex located at 2100 Walnut Hill Lane - Not to exceed $186,828, from $1,925,844 to $2,112,672 - Financing: 2003 Bond Funds Freese and Nichols, Inc. is a local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Architecture & Engineering LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount Percent Local contracts $186, % Non-local contracts $ % TOTAL THIS ACTION $186, % LOCAL/NON-LOCAL M/WBE PARTICIPATION THIS ACTION Local Contractors / Sub-Contractors Local Certification Amount Percent Pacheco Koch Engineering Charles Gojer & Associates Lim & Associates, Inc. Caye Cook & Associates HMDB50579Y0912 HMDB49517Y0612 PMDB48185Y0112 WFWB49273Y0512 $15, $1, $23, $29, % 0.74% 12.66% 16.04% Total Minority - Local $70, % Non-Local Contractors / Sub-Contractors None

103 TOTAL M/WBE PARTICIPATION This Action Participation to Date Amount Percent Amount Percent African American $ % $ % Hispanic American $16, % $198, % Asian American $23, % $164, % Native American $ % $ % WBE $29, % $186, % Total $70, % $548, %

104 Elm Fork Athletic Complex Council District Walnut Hill Lane Mapsco #22-Q

105 COUNCIL CHAMBER February 8, 2012 WHEREAS, on May 28, 2008, by Resolution No , Freese and Nichols, Inc. was awarded a contract for environmental permitting topographic survey, and schematic design through construction administration services for the Elm Fork Athletic Complex consisting of 10 soccer fields, 1 championship soccer field, parking area, maintenance facility, wesco channel realignment, main concession building, satellite concessions, and playground at Elm Fork Athletic Complex located at 2100 Walnut Hill Lane, in an amount not to exceed $1,792,293; and WHEREAS, on March 10, 2010, Resolution No , authorized Supplemental Agreement No. 1 for modifications to the original design consisting of additional soccer fields, roads and parking, and a satellite concession building for the Elm Fork Athletic Complex, in an amount not to exceed $133,551, increasing the contract amount from $1,792,293 to $1,925,844; and WHEREAS, it is now desired to enter into Supplemental Agreement No. 2 with Freese and Nichols, Inc. for construction administration services and additional design and engineering services due to scope changes to include landscaping, engineering, irrigation pond, parking lot modifications, irrigation system and other miscellaneous items at Elm Fork Athletic Complex, in an amount not to exceed $186,828, increasing the contract amount from $1,925,844 to $2,112,672. Now, Therefore, BE IT RESOLVED BY THE PARK AND RECREATION BOARD AND THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the City Manager is hereby authorized to enter into Supplemental Agreement No. 2 to the professional services contract with Freese and Nichols, Inc. for construction administration services and additional design and engineering services due to scope changes to include landscaping, engineering, irrigation pond, parking lot modifications, irrigation system and other miscellaneous items at Elm Fork Athletic Complex, in an amount not to exceed $186,828, increasing the contract amount from $1,925,844 to $2,112,672. SECTION 2. That the President of the Park and Recreation Board and the City Manager are hereby authorized to execute a contract with Freese and Nichols, Inc., after approval as to form by the City Attorney's Office.

106 COUNCIL CHAMBER February 8, 2012 SECTION 3. That the City Controller is hereby authorized to pay the amount of $186,828 to Freese and Nichols, Inc. from (2003) Major Recreational Facilities Improvement Fund, Fund 6R00, Department PKR, Unit K005, Object 4114, Activity RGPK, Program PK03K005, CT-PKR , Commodity 92500, Vendor SECTION 4. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

107 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 4 AGENDA DATE: February 8, 2012 COUNCIL DISTRICT(S): DEPARTMENT: Outside City Limits Public Works Department Sustainable Development and Construction CMO: Jill A. Jordan, P.E., Ryan S. Evans, MAPSCO: SUBJECT N/A Authorize transfer of railroad crossing closure credits for crossing N, located on Oak Downs Avenue, and crossing G, located on Walters Lane, within the North Central Texas Council of Governments Regional Railroad Crossing Bank from the City of Dallas to Collin County for the purpose of establishing a new railroad crossing on Collin County s Outer Loop Segment 1 - Financing: No cost consideration to the City BACKGROUND In 1991, in order to reduce at-grade crossing accidents and fatalities and to reduce the amount of infrastructure being maintained, the Federal Railroad Administration adopted a goal of closing 25 percent of the at-grade railroad crossings in the United States. In support of this goal, the railroad industry set a practice of closing two existing crossings for every new crossing opened. DART follows the industry practice of requiring the closure of two existing crossings for every new crossing opened. In 2008, the Regional Transportation Council of the North Central Texas Council of Governments (NCTCOG) created the Regional Railroad Crossing Bank to keep track of crossing closures. The bank was created to allow local governments to exchange credits for crossing closures if one of the local governments does not have crossing closure credits when a new crossing is proposed. This action will authorize transfer of two crossing closures from the City of Dallas to Collin County so that Collin County may establish a new railroad crossing on Collin County s Outer Loop Segment 1. The Outer Loop project crosses DART right-of-way; therefore the two banked closures must be from DART right-of-way. Dallas has various other crossing closure credits in NCTCOG s crossing closure bank. Collin County has no crossing closure credits in NCTCOG s crossing closure bank.

108 BACKGROUND (Continued) The transfer from Dallas to Collin County is recommended because (1) a portion of Dallas is within Collin County, (2) even though Collin County s Outer Loop Segment 1 is not within the city limits, Dallas is a partner with Collin County on regional transportation issues, (3) Collin County s Outer Loop Segment 1 will provide a public benefit to commuters within Dallas and North Texas, and (4) Dallas may in the future need a crossing closure credit from another participating entity. PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION No cost consideration to the City. Agenda Date 02/08/ page 2

109 COUNCIL CHAMBER February 8, 2012 WHEREAS, in order to reduce at-grade crossing accidents and fatalities and to reduce the amount of infrastructure being maintained, the Federal Railroad Administration adopted a goal of closing 25 percent of the at-grade railroad crossings in the United States; and WHEREAS, in support of this goal, the railroad industry set a practice of closing two existing crossings for every new crossing opened; and WHEREAS, DART follows the industry practice of requiring the closure of two existing crossings for every new crossing opened; and WHEREAS, the Regional Transportation Council of the North Central Texas Council of Governments (NCTCOG) created the Regional Railroad Crossing Bank to keep track of crossing closures and allow local governments to exchange credits for crossing closures ; and, WHEREAS, the City of Dallas has various other crossing closure credits in the Regional Railroad Crossing Bank and Collin County has no credits in the Regional Railroad Crossing Bank; and, WHEREAS, Collin County needs two crossing closure credits to establish a new railroad crossing across DART right-of-way on Collin County s Outer Loop Segment 1; and, WHEREAS, the City of Dallas desires to cooperate with Collin County on development of Collin County s Outer Loop Segment 1 because it will provide a public benefit to commuters within Dallas and North Texas. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is hereby authorized to transfer railroad crossing closure credits for crossing N, located on Oak Downs Avenue, and crossing G, located on Walters Lane, within the North Central Texas Council of Governments Regional Railroad Crossing Bank from the City of Dallas to Collin County for the purpose of establishing a new railroad crossing across DART right-of-way on Collin County s Outer Loop Segment 1. Section 2. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas and is accordingly so resolved.

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111 KEY FOCUS AREA: ADDENDUM ITEM # 5 Make Government More Efficient, Effective and Economical AGENDA DATE: February 8, 2012 COUNCIL DISTRICT(S): DEPARTMENT: All City Secretary CMO: Rosa Rios, MAPSCO: SUBJECT N/A A resolution designating absences by Councilmember Dwaine Caraway as being for "official city business" - Financing: No cost consideration to the City BACKGROUND Chapter III, Section 4(e) of the Dallas City Charter provides in part, "If any city councilmember, including the mayor, misses more than 10 percent of the total number of regular meetings held by the city council during any compensation year, then the city councilmember's compensation...for that year will be reduced proportionately by the number of meetings missed... Meetings missed by a city councilmember while he or she is on official business of the city and at the direction of the city council will not be counted towards the percentage of meetings missed for which compensation reduction is required... but will be counted as though the member had attended the meetings that are missed while so engaged in city business." Section 4.11(b) of the City Council Rules of Procedure provides that an absence by a councilmember for (1) attending a meeting or conference of a professional organization or association of municipalities or municipal officers, (2) testifying at a legislative hearing at the request of the mayor, the city council, the chair of the council's legislative affairs committee or the city manager, or (3) attending a meeting of a board, commission, or committee to which the councilmember has been appointed by the mayor, or the city council, will automatically be deemed to be for "official city business at the direction of the city council" and will not be counted against a city councilmember for purposes of determining the councilmember's annual compensation.

112 BACKGROUND (continued) Section 4.11 (c) of the City Council Rules of Procedure provides that in addition to those absences automatically considered to be on "official city business at the direction of the city council," under Section 4.11(b) above, the city council may by resolution designate whenever a councilmember's absence is for official city business and not counted as a missed meeting for purposes of determining the councilmember's annual compensation under Chapter III, Section 4 of the Dallas City Charter. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION No cost consideration to the City. Agenda Date 02/08/ page 2

113 COUNCIL CHAMBER February 8, 2012 WHEREAS, Chapter III, Section 4(e) of the Dallas City Charter provides, in part, "If any city councilmember, including the mayor, misses more than 10 percent of the total number of regular meetings held by the city council during any compensation year, then the city councilmember s compensation for that year will be reduced proportionately by the number of meetings missed. Meetings missed by a city councilmember while he or she is on official business of the city and at the direction of the city council will not be counted towards the percentage of meetings missed for which compensation reduction is required but will be counted as though the member had attended the meetings that are missed while so engaged in city business." and WHEREAS, Section 4.11(b) of the City Council Rules of Procedure provides that an absence by a councilmember for (1) attending a meeting or conference of a professional organization of or association of municipalities or municipal officers, (2) testifying at a legislative hearing at the request of the mayor, the city council, the chair of the council's legislative affairs committee or the city manager, or (3) attending a meeting of a board, commission, or committee to which the councilmember has been appointed by the mayor or the city council, will automatically be deemed to be for "official city business at the direction of the city council" and will not be counted against a city councilmember for purposes of determining the councilmember s annual compensation; and WHEREAS, Section 4.11 (c) of the City Council Rules of Procedure provides that in addition to those absences automatically considered to be on "official city business at the direction of the city council," under Section 4.11(b) above, the city council may by resolution designate whenever a councilmember s absence is for official city business and not counted as a missed meeting for purposes of determining the councilmember s annual compensation under Chapter III, Section 4 of the Dallas City Charter; and WHEREAS, Councilmember Dwaine Caraway participated in two events/meetings as noted in Exhibit A attached, which required him to miss most of two city council committee meetings; and WHEREAS, the purposes for participating in these events/meetings required Councilmember Dwaine Caraway to miss most of these city council committee meetings as noted in Exhibit A attached; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF CITY OF DALLAS

114 COUNCIL CHAMBER February 8, 2012 SECTION 1. That, in accordance with Chapter III, Section 4(e) of the Dallas City Charter and Section 4.11(c) of the City Council Rules of Procedure, the purpose for Councilmember Dwaine Caraway's absences from most of two city council committee meetings as noted in Exhibit A attached, are hereby deemed to be for "official city business" and such absences will not be counted against Councilmember Dwaine Caraway in determining his annual compensation under Chapter III, Section 4 of the Dallas City Charter. SECTION 2. That, in accordance with Section 4.11 of the City Council Rules of Procedure, the City Secretary shall maintain a record of these absences so that such absences will not count against Councilmember Dwaine Caraway in determining his annual compensation under Chapter III, Section 4 of the Dallas City Charter. SECTION 3. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas and it is accordingly so resolved.

115 Exhibit A CITY COUNCIL MEMBER(S) TRIPS REQUEST ABSENT ON OFFICIAL CITY BUSINESS COUNCILMEMBER TRIP/EVENT LOCATION DATE PURPOSE MEETING(S) MISSED Dwaine Caraway Newspaper interview Dallas, Texas 10/24/2011 Provide public information on Education Task Force and Redistricting Dwaine Caraway Mediation meeting Dallas, Texas 01/23/2012 Sponsored a mediation session on the issue of South Dallas protests Quality of Life 10/24/2011 Quality of Life 01/23/2012 OFFICE OF THE CITY SECRETARY DALLAS, TEXAS G:\data\B & C\Danny's B&C Folder\Exhibit A (Attendance).doc STATUS Complete Complete

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117 KEY FOCUS AREA: ADDENDUM ITEM # 6 Make Government More Efficient, Effective and Economical AGENDA DATE: February 8, 2012 COUNCIL DISTRICT(S): DEPARTMENT: All City Secretary CMO: Rosa A. Rios, MAPSCO: SUBJECT N/A An ordinance waiving the disqualification of John E. Johnson, a re-nominee to the Landmark Commission, under Section 8-1.4(a)(4) of the Dallas City Code, which states that an appointee to a board must not be an adversary party to a pending litigation or a claim against the City - Financing: No cost consideration to the City BACKGROUND The City Council initially appointed John E. Johnson recently to the Landmark Commission on November 18, Mr. Johnson was re-nominated by Councilmember Margolin to serve on the Landmark Commission for the term. Results of the background check shows Mr. Johnson has a $100 claim pending against the city for damage to his residence which he claims was caused by Dallas Water Department personnel when they severed a water line. Section 8-1.4(a)(4) of the Dallas City Code states, "[A]n appointee to a board must not be an adversary party to pending litigation or a claim against the city; disqualification of an appointee under this subparagraph may be waived by the city council after review of the specific circumstances unless the subject of the litigation or claim involves the board on which the appointee will service or the department providing support services to that board." Mr. Johnson s claim against the city does not involve the Landmark Commission, and the Dallas Water Department does not provide support services to the Landmark Commission. Waiving the Section 8-1.4(a)(4) disqualification will allow Mr. Johnson's reappointment to the Landmark Commission for the term. PRIOR ACTION/REVIEW (COUNCIL, BOARDS COMMISSIONS) This item has no prior action.

118 FISCAL INFORMATION No cost consideration to the City. Agenda Date 02/08/ page 2

119 ORDINANCE NO. An ordinance waiving the disqualification of a board appointee because he is an adverse party to pending litigation or has a claim against the city or a city employee, pursuant to Paragraph (4) of Subsection (a) of Section 8-1.4, Qualification Considerations in Appointments to Board, of Article I, In General, of Chapter 8, Boards and Commissions, of the Dallas City Code to allow the re-appointment of Mr. John E. Johnson to the Landmark Commission; and providing an effective date. WHEREAS, Section 8-1.4(a)(4) of the Dallas City Code disqualifies a person from being an appointee to a city board if the person is an adversary party to pending litigation or has a claim against the city or a city employee (except for eminent domain proceedings); and WHEREAS, Mr. John E. Johnson has a $100 pending claim against the City of Dallas for damage to his residence that he claims was caused by Dallas Water Department personnel when they severed a water line; and WHEREAS, Section 8-1.4(a)(4) allows the city council, after review of the specific circumstances, to waive the disqualification of the appointee unless the subject of the litigation or claim involves the board on which the appointee will serve or the department providing support services to that board; and WHEREAS, the city council, after review of the specific circumstances, desires to waive the disqualification and re-appoint Mr. John E. Johnson to the Landmark Commission; and

120 WHEREAS, Mr. John E. Johnson s claim does not involve the Landmark Commission, and the Dallas Water Department does not provide support services to the Landmark Commission; Now, Therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the disqualification in Section 8-1.4(a)(4) of the Dallas City Code is hereby waived to allow the re-appointment of Mr. John E. Johnson to the Landmark Commission for a two-year term ending September 30, SECTION 2. That this ordinance will take effect immediately from and after its passage and publication, in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so ordained. APPROVED AS TO FORM: THOMAS P. PERKINS, JR., City Attorney By Assistant City Attorney Passed

121 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 7 AGENDA DATE: February 8, 2012 COUNCIL DISTRICT(S): 11, 12 DEPARTMENT: Trinity Watershed Management Public Works Department CMO: Jill A. Jordan, P.E., MAPSCO: SUBJECT 16A 16J 16N Authorize a contract with Estrada Concrete Company, LLC, lowest responsible bidder of eight, for the reconstruction of alley paving, storm drainage, water and wastewater main improvements for Alley Reconstruction Group A (list attached) - Not to exceed $626,672 - Financing: 2006 Bond Funds ($466,285), Water Utilities Capital Improvement Funds ($145,647) and Water Utilities Capital Construction Funds ($14,740) BACKGROUND Alley Reconstruction Group A includes the following alleys funded for reconstruction in the 2006 Bond Program: alley between Chattington Drive and Rolling Acres Drive from Tophill Lane to Carriage Lane, alley between Spring Valley Road and Paldao Drive from Meandering Way to Carillon Drive, alley between Tahoe Drive and Brushcreek Lane from Brushcreek Lane to Roaring Springs Lane. Design was authorized by City Council on August 12, 2009, and this action will authorize the construction contract with Estrada Concrete Company, LLC. The projects consist of replacing the deteriorated concrete and asphalt alleys with a new 10-foot wide reinforced concrete alley and drive approaches. The projects also include storm drainage, water and wastewater main improvements.

122 BACKGROUND (Continued) The following chart shows Estrada Concrete Company, LLC completed contractual activities for the past three years: PWT WTR PKR Projects Completed Change Orders Projects Requiring Liquidated Damages Projects Completed by Bonding Company ESTIMATED SCHEDULE OF PROJECT Began Design August 2009 Completed Design October 2011 Begin Construction February 2012 Complete Construction September 2012 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized a professional services contract for engineering services on August 12, 2009, by Resolution No This item was deferred by Councilmember Caraway on January 25, FISCAL INFORMATION 2006 Bond Funds - $466, Water Utilities Capital Improvement Funds - $145, Water Utilities Capital Construction Funds - $14, Design $ 58, Construction (this action) Paving & Drainage - (PBW) $ 466, Water & Wastewater - (DWU) $ 160, Total Project Cost $ 684, Council District Amount 11 $173, $453, Total $626, Agenda Date 02/08/ page 2

123 M/WBE INFORMATION See attached. ETHNIC COMPOSITION Estrada Concrete Company, LLC Hispanic Female 1 Hispanic Male 17 African-American Female 0 African-American Male 0 Other Female 0 Other Male 0 White Female 0 White Male 0 BID INFORMATION The following bids with quotes were received and opened on December 1, 2011: *Denotes successful bidder(s) BIDDERS BID AMOUNT * Estrada Concrete Company, LLC $626, Garza Avenue Dallas, Texas Jeske Construction Company $681, Texas Standard Construction, Ltd. $701, SYB Construction Company $706, PAEE Corporation $738, MACVAL Associates LLC $755, Camino Construction, L.P. $756, Barson Utilities, Inc. $936, Original estimate: PBW $ 833,026 DWU $ 213,150 Total $1,046,176 OWNER(S) Estrada Concrete Company, LLC Francisco Estrada, President MAP Attached. Agenda Date 02/08/ page 3

124 Alley Reconstruction Group A Council District 11 Council District Indian Springs Road 7607 Rolling Acres Drive 7228 Spring Valley Road 7611 Rolling Acres Drive 7283 Paldao Drive 7617 Rolling Acres Drive 7306 Spring Valley Road 7621 Rolling Acres Drive 7316 Spring Valley Road 7627 Rolling Acres Drive 7326 Spring Valley Road 7633 Rolling Acres Drive 7404 Spring Valley Road 7639 Rolling Acres Drive 7414 Spring Valley Road 7647 Rolling Acres Drive 7424 Spring Valley Road 7655 Rolling Acres Drive 7508 Spring Valley Road 7663 Rolling Acres Drive 7518 Spring Valley Road 7671 Rolling Acres Drive 7528 Spring Valley Road 7707 Rolling Acres Drive 7538 Spring Valley Road 7708 Chattington Drive 7311 Paldao Drive 7626 Chattington Drive 7321 Paldao Drive 7620 Chattington Drive 7331 Paldao Drive 7612 Chattington Drive 7341 Paldao Drive 7606 Chattington Drive 7351 Paldao Drive 7530 Chattington Drive 7361 Paldao Drive 7522 Chattington Drive 7371 Paldao Drive 7516 Chattington Drive 7409 Paldao Drive 7508 Chattington Drive 7419 Paldao Drive 7507 Chattington Drive 7429 Paldao Drive Meandering Way Carillon Drive Meandering Way 7618 Spring Valley Road Carillion Drive 7511 Thistle Lane Tahoe Drive Tahoe Drive Tahoe Drive Tahoe Drive Tahoe Drive Tahoe Drive Roaring Springs Lane Roaring Springs Lane Roaring Springs Lane Roaring Springs Lane Brushcreek Lane Brushcreek Lane Brushcreek Lane Brushcreek Lane Brushcreek Lane Brushcreek Lane

125 BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a contract with Estrada Concrete Company, LLC, lowest responsible bidder of eight, for the reconstruction of alley paving, storm drainage, water and wastewater main improvements for Alley Reconstruction Group A (list attached) - Not to exceed $626,672 - Financing: 2006 Bond Funds ($466,285), Water Utilities Capital Improvement Funds ($145,647) and Water Utilities Capital Construction Funds ($14,740) Estrada Concrete Co, LLC is a local, minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Construction LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $626, % Total non-local contracts $ % TOTAL CONTRACT $626, % LOCAL/NON-LOCAL M/WBE PARTICIPATION Local Contractors / Sub-Contractors Local Certification Amount Percent Estrada Concrete Co, LLC Barbosa A Construction HMMB49951N0712 HMDB47883N1211 $420, $206, % 33.00% Total Minority - Local $626, % Non-Local Contractors / Sub-Contractors None TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $ % $ % Hispanic American $626, % $626, % Asian American $ % $ % Native American $ % $ % WBE $ % $ % Total $626, % $626, %

126 ALLEY GROUP A ALLEY BETWEEN CHATTINGTON DR. AND ROLLING ACRES DR. FROM TOPHILL LN. TO CARRIAGE DR. MAP CO 16-A

127 ALLEY GROUP A ALLEY BETWEEN SPRING VALLEY RD. AND PALDAO DR. FROM MEANDERING WAY TO CARILLON DR. Cottonwood P.t 85 MAPSCO 16-J

128 ALLEY GROUP A ALLEY BETWEEN TAHOE DR. AND BRUSHCREEK LN. FROM BRUSHCREEK LN. TO ROARING SPRINGS LN. 69 BRIAR COVE ~~KBtUFF MAPSCO 16-N

129 COUNCIL CHAMBER February 8, 2012 WHEREAS, on August 12, 2009, Resolution No authorized a professional services contract with Birkhoff, Hendricks & Carter, LLP for the design of paving and storm drainage; and, WHEREAS, bids were received on December 1, 2011, for the reconstruction of alley paving, storm drainage, water and wastewater main improvements for Alley Reconstruction Group A, as follows: BIDDERS BID AMOUNT Estrada Concrete Company, LLC $626, Jeske Construction Company $681, Texas Standard Construction, Ltd. $701, SYB Construction Company $706, PAEE Corporation $738, MACVAL Associates, LLC $755, Camino Construction, L.P. $756, Barson Utilities, Inc. $936, Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is hereby authorized to enter into a contract with Estrada Concrete Company, LLC for the reconstruction of alley paving, storm drainage, water and wastewater main improvements for Alley Reconstruction Group A in an amount not to exceed $626,671.50, this being the lowest responsible bid as indicated by the tabulation of bids. Section 2. That the City Manager is hereby authorized to execute the contract after it has been approved as to form by the City Attorney. Section 3. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the contract from: Street and Transportation Improvements Fund Fund 1T22, Department PBW, Unit U013, Act. AREC Obj. 4510, Program #PB06U013, CT PBW06U013D1 Vendor #511236, in an amount not to exceed $173, Street and Transportation Improvements Fund Fund 1T22, Department PBW, Unit U030, Act. AREC Obj. 4510, Program #PB06U030, CT PBW06U013D1 Vendor #511236, in an amount not to exceed $170,969.50

130 COUNCIL CHAMBER Street and Transportation Improvements Fund Fund 1T22, Department PBW, Unit U025, Act. AREC Obj. 4510, Program #PB06U025, CT PBW06U013D1 Vendor #511236, in an amount not to exceed $121, Wastewater Construction Fund Fund 0103, Department DWU, Unit CS42, Act. RELP Obj. 3222, Program #712048, REP T2KG, CT PBW712048EN Vendor #511236, in an amount not to exceed $ 14, Wastewater Improvement Series C Fund Fund 1180, Department DWU, Unit PS42, Act. RELP Obj. 4560, Program #712048, REP T2KG, CT PBW712048CP Vendor #511236, in an amount not to exceed $145, Total amount not to exceed $626, February 8, 2012 Section 4. That this resolution shall take effective immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas and it is accordingly so resolved.

131 KEY FOCUS AREA: Economic Vibrancy REVISED AGENDA ITEM # 32 AGENDA DATE: February 8, 2012 COUNCIL DISTRICT(S): 4 DEPARTMENT: Office of Economic Development CMO: Ryan S. Evans, MAPSCO: SUBJECT 64 L Authorize an economic development grant agreement pursuant to Chapter 380 of the Texas Local Government Code in accordance with the City's Public/Private Partnership Program - Business Development Grant Program with Corinth I-35 & Ledbetter, LLC related to the development of a shopping center located at 4900 South R L Thornton Freeway (I-35) in southern Dallas Not to exceed $2,000,000 Financing: 2006 Bond Funds BACKGROUND Corinth I-35 & Ledbetter, LLC (Corinth) seeks City Council approval of an economic development grant of $2,000,000 for developing an approximately 227,000 square foot shopping center situated on approximately 53 acres located at the southwest quadrant of the intersection of South R L Thornton Freeway (I-35) and West Ledbetter Road (Loop 12) at 4900 South R L Thornton Freeway. This shopping center will contain a 182,000 square foot Wal-Mart Supercenter and have approximately 45,000 square feet of additional stores and restaurants offering general merchandise and other retail related services. The shopping center will employ approximately 280 or more employees. The economic development grant is designed to offset certain development costs including property demolition, public infrastructure, environmental remediation, and other related improvements for the development of this shopping center. The City grant will be payable upon obtaining a certificate of occupancy for the Wal-Mart Supercenter and the expenditure of at least $15,000,000 on the project (demolition, site work, vertical improvements, infrastructure, and other related project costs) by December 31,

132 BACKGROUND (Continued) The project has a estimated net fiscal impact of $3.1 million over 10-years and $9.9 million over 20-years. Corinth s manager, Frank Mihalopoulos, has developed over 1,200,000 square feet of retail in the Dallas area and has recently redeveloped a 430,000 square foot shopping center in Nashville, Tennessee. The proposed development meets minimum eligibility requirements of the Public/Private Partnership Program as adopted by the City Council on June 23, ESTIMATED PROJECT SCHEDULE Begin Construction July Complete Construction December PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 6, 2012, a memo was submitted to the Economic Development Committee regarding an economic development grant agreement with Corinth I-35 & Ledbetter, LLC related to the development of a shopping center located at 4900 South R L Thornton Freeway (I-35). FISCAL INFORMATION $2,000, Bond Funds DEVELOPER Corinth I-35 & Ledbetter, LLC Frank Mihalopoulos, Manager MAP Attached. Agenda Date 02/08/ page 2

133 POLK FOX HILL TYLER FAWN VALLEY TRAILWOOD MARYLAND IDAHO EWING EWING UTAH Corinth I-35 & Ledbetter, LLC OVERTON 67 CLIFF PARK VILLAGE PENTAGON TARRYALL FIVE MILE HUCKLEBERRY SUN VALLEY ELK HORN VANETTE GARZA BOW AND ARROW MORNING SPRINGS SUMMIT RIDGE FORTUNE MARSALIS FORDHAM BROOKMERE LEDBETTER PARKWOOD OAK FOREST ANN ARBOR HIGHLAND OAKS GREEN CASTLE OAK PARK WHITESTONE MISTY GLEN GREEN COVE HAYWOOD MOSS POINT CLEAR CREEK GREEN RIDGE VILLAGE FAIR ROCKPORT VISTA WOOD Corinth, I-35 & Ledbetter, LLC 4900 R.L. Thornton Freeway Dallas, TX SLEETH PENTAGON UTAH TOWN CREEK 35E GLEN ARBOR GREEN HILL OAK MEADOW HEATH BROOK VALLEY GLEN OAKS HILLVALE PENGUIN WOODACRE CALCUTTA STRATTON CLEAR FORK HAMMERKING TIMBER DELL WOOD RIVER GLEN STONE BURRELL LOS CABOS GLEN FOREST ROCKY RIDGE MARSALIS SCOTTSBORO FOXBORO OXBOW HUNTERS VIEW LAURELAND GREENSPAN EMBREY City of Dallas Office of Economic Development Research & Information Division (214) Created 5/7/ Jim Greenwalt_1.TCG ANNAROSE Legend Corinth I-35 & Ledbetter, LLC Property Source: DCAD, 2007; City of Dallas, 2008 Miles Primary Highway Secondary Highway Major Arterial Local Streets