148-02 Water System Mortgage Revenue Bonds

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Refunding Bonds; (v) the Purchase Price; (vi) the Specified Interest Rates; (vii) the Principal Payment Dates and Principal Retirement Schedule (including Sinking Fund Requirements); (viii) the Optional Earliest Redemption Date and the Optional Redemption Prices; (ix) the Term Maturity Dates and the Mandatory Redemption Dates; (x) the amount, if any, to be transferred to or deposited in the Bond Fund and Bond Reserve Fund as a result of the issuance of the Series 2002 Refunding Bonds and (xi) such additional information as shall be required by the terms of this Series 2002 Refunding Bond Legislation and the Bond Purchase Agreement. The Mayor and Fiscal Officer are further directed to take ail steps necessary to effect due authentication, delivery and security of the Series 2002 Refunding Bonds under the terms hereof, the Indenture and the Bond Purchase Agreement. It is hereby determined that the Purchase Price and the Specified Interest Rates for the Series 2002 Refunding Bonds, the manner of sale and the terms of the Series 2002 Refunding Bonds, all as provided herein and in the Bond Purchase Agreement, will be in the best interests of the Issuer and consistent with all legal requirements. : The Series 2002 Refunding Bonds shall be executed by the Mayor and the Fiscal Officer of the Issuer, provided that both of such signatures may be facsimiles. In connection with the issuance and sale of the Series 2002 Refunding Bonds, the law firm of Calfee, Halter &GriswoId LLP is hereby retained to act as Bond Counsel to the Issuer. (h) Additional Authorizations. The Mayor, the Fiscal Officer, the Clerk and the Legal Officer are hereby authorized and directed to take any and all actiom necessary or proper consistent with the terms of this Series 2002 Refunding Bond Legislation and the Indenture to effect the execution, authentication and delivery of the Series 2002 Refunding Bonds to the Original Purchaser, including without limitation the execution of financing statements, assignments and instmrnents necessary or appropriate to perfect, to the extent permitted by law, the lien of the Indenture applicable to the Utility or any part thereof and to the Special Funds and the furnishing of the appropriate certificates, opinions and other instruments provided for in this Series 2002 Refunding Bond Legislation and in the Indenture. The Mayor, the Fiscal Officer, the Clerk and the Legal Officer, or any one of them, are hereby authorized and directed to take any and all actions necessary or proper consistent with the terms of this Series 2002 Refunding Bond Legislation and the Indenture to redeem the Series 1991 Bonds at the earliest possible time after the issuance and delivery of the Series 2002 Refunding Bonds, including, without limitation, the giving of written notice of such redemption to the Trustee in accordance with the Indenture and causing written notice of such redemption to be given to Holders of the Series 1991 Bonds and the filing of a material events notice in connection therewith in accordance with SEC Rule 15c2-12, notwithstanding that the Issuer may not be obligated to file such a notice. The Mayor, the Fiscal Officer, the Clerk and the Legal Officer, or any one of them, are hereby authorized and directed to take any and all actions necessary or proper consistent with the terms of this Series 2002 Refunding Bond Legislation and the Indenture to solicit a tender offer from the Holders of Outstanding Series 1995 Bonds at the earliest possible time after the passage of this Series 2002 Refunding Bond Legislation. The Fiscal Officer is authorized to consult with the Trustee, the Original Purchaser and Bond Counsel regarding the preparation of solicitation for the tender of Series 1995 Bonds (the "Tender Offer Solicitation") and to utilize the services of the Original Purchaser and/or the Trustee in the transmittal of the Tender Offer Solicitation. The Tender Offer Solicitation shall be in a form not inconsistent with this Series 2002 Refunding Bond Legislation and not substantially adverse to the Issuer as may be approved by the Mayor and the Fiscal Officer, or either one of them. Acceptance by the Issuer of the purchase price for Outstanding Series 1995 Bonds which are offered to be tendered by the Holders thereof pursuant to the Tender Offer Solicitation shall be determined by the Fiscal Officer in her absolute discretion based upon a demonstrable financial benefit to the Issuer. Upon the determination by the Fiscal Officer that the purchase of some or all of the Outstanding Series 1995 Bonds will result in a demonstrable financial benefit to the Issuer, the Mayor and the Fiscal Officer, or either one of them, is hereby authorized to execute written evidence of acceptance of such tender offer or offers, and are further authorized to take all necessary or appropriate actions to consummate the purchase of such tendered Series 1995 Bonds. All Series 1995 Bonds so purchased shall be canceled immediately upon their purchase by the Issuer.