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Home My WebLink About14382 ORD - 07/12/1978jkh:7- 12 -78; 1st TEXAS: AN ORDINANCE AUTHORIZING EXECUTION OF A SUPPLEMENTAL AGREEMENT WITH THE NUECES RIVER AUTHORITY UNDER WHICH THE CITY WILL PROVIDE THE AUTHORITY WITH ALL INFORMATION NECESSARY TO SUCCESSFULLY CARRY OUT A BOND SALE AND INDEMNIFY THE AUTHORITY FOR ANY LIABILITY WHICH MIGHT ACCRUE FROM THE BOND SALE, ALL AS MORE FULLY SET FORTH IN THE SUPPLEMENTAL AGREEMENT, A SUBSTANTIAL COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF, MARKED EXHIBIT "A "; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, SECTION 1.• That the City Manager be and he is hereby authorized to execute a supplemental agreement with the Nueces River Authority under which the City will provide the authority with all information necessary to successfully carry out a bond sale and indemnify the River Authority for any liability which might accrue from the bond sale, all as more fully set forth in the Supplemental Agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit "A ". SECTION 2. The necessity to authorize execution of the aforesaid agreement in order that the Choke Canyon Reservoir Project may continue without delay creates a public emergency and an imperative public necessity requiring the suspension of the Charter rule that no ordinance or resolution shall be passed finally on the date of its introduction but that said ordi- nance shall be read at three several meetings of the City Council,and the Mayor having declared that such emergency and necessity exist, and having requested that said Charter rule be suspended, and that this ordinance be passed finally on the date of its introduction and take effect and be in full force and effect from and after its passage, IT IS ACCORDINGLY SO ORDAINED, this the 1 oZ day of 19 ATTEST: -Ulty Secretary MAYOR THE C TY OF S CHRISTI, TEXAS APPROVED: 12th DAY OF JULY, 1978: J. BRUCE AYCOCK, CITY ATTORNEY B CiV Attorney 14382 MICROFILMED' 'JUL 0 June 2, 1978 FIRST SUPPLEMENTAL AGREEMENT BETWEEN NUECES RIVER AUTHORITY AND THE CITY OF CORPUS CHRISTI ON CHOKE CANYON RESERVOIR PROJECT PREAMBLE By instrument entitled "Contract Between Nueces River Authority and the City of Corpus Christi on Nueces River Reclamation Project, Texas (Choke Canyon Reservoir Project)," executed May 27, 1976, the City of Corpus Christi (hereafter "City ") and the Nueces River Authority (hereafter "Authority ") reached agreement on certain basic considerations concerning the.financing, construction, operation and maintenance of the Project. Reference is made to the Contract for all purposes. The definitions in Section 1.02-of the Contract apply to the same terms when used in this First Supplemental Agree - went, (hereafter "First Supplement "), unless the context otherwise requires. Under Section 3.02(b) of the Contract, the Authority is obligated to issue its Bonds in such amounts and at such times as required to fulfill the commitments of City and Authority for advance funding to the United States of a part of the Federal Reimbursable Costs of the Project allocated to municipal and industrial water supply. The Authority is obligated by Section 6.03 of the Contract to sell its first issue of bonds within six months after City in writing has requested Authority to do so. /� �I // •L�J N By virtue of Sections 2.05, 3.03, 3.05, 3.06 and other provisions of the Contract, the City is obligated to make all payments to the Authority to meet its Bond payment obligations as they accrue. The City and Authority will be called upon to furnish certain data and information required for inclusion in the offering docu- ments distributed in connection with the sale and issuance of the Bonds. The Authority and its Officers, Directors, employees, attorneys, representatives and agents (hereafter sometimes collec- tively referred to as "Authority and its agents" or "Authority or its agents ") will be required to certify as to the truthfulness and completeness of the information contained in the offering documents_ The completeness and accuracy of the data and information furnished by the City.are matters within the primary control and are the responsibility of the City, and the Authority is not reasonably able to verify the completeness and accuracy of the same. The City will be called upon from time to time by the Authority and its agents to act on various matters in support and futherance of the proceedings for the issuance and sale of Bonds. Therefore, for and in consideration of the mutual agreements, conditions, covenants and terms contained herein and in the Contract, and other good and valuable consideration between the parties hereto, and in furtherance of the purposes and objectives of the Contract, City and Authority mutually agree as follows: -2- AGREEMENT I. Information and Actions on Bond Issues A. In connection with the issuance and sale of each series of Bonds issued pursuant to Section 3.02 of the Contract, City agrees: 1. To furnish as promptly as circumstances will permit all data and information requested and reasonably required by the Authority and its agents for use in preparing the Bond offering documents, contracts, notices, publications, resolutions and other instruments required for each issue of Bonds; 2. To act promptly in reviewing and either approving or disapproving each resolution and indenture authorizing and securing the Bonds, the fiscal arrangements for the Bonds, and any other matters relating to the Bonds requiring City approval; 3. To perform any other act as may be reasonably required by the Authority or its agents to accomplish the issuance and sale of any Bonds, including without limitation the preparation, enact- ment, adoption, approval, execution, delivery and issuance of any offering documents, contracts, notices, publications, resolutions and other instruments; and 4. To refrain from doing any act when reasonably required to so refrain by the Authority or its agents to accomplish the is- suance and sale of any Bonds. -3- B.- Any delays in the issuance of Bonds brought about through no fault of the Authority shall not be computed in determining the City's rights of termination under Section 6.03(a) of the Contract. II. Certification As to each series of Bonds, and at the time of 'issuance and delivery thereof, the City through the appropriate officials thereof agrees to certify to the Authority and any other entities entitled to rely thereon that nothing has come to the attention of the City which would lead the City to believe that the notice of bond sale, bidding instructions, official statement *and other offering documents for the Bonds contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circum- stances in which they were made, not misleading. III. Indemnification A. City agrees to (i) hold and save the Authority and its Officers, Directors, employees, attorneys, representatives and agents free from damages that may result from any of the matters enumerated below, and (ii) indemnify and hold and save harmless the Authority and its Officers, Directors, employees, attorneys, representatives and agents from and against all claims, demands, causes of action, damages, liabilities and expenses, including attorney's fees, that -4- may arise out of or be incurred by the Authority, its Officers, Directors, employees, attorneys, representatives or agents as a result of: 1. The information and data furnished by the City to the Authority, its Officers, Directors, employees, attorneys, representa- tives or agents for use in preparing the Bond offering documents, contracts, notices, publications, resolutions and other instruments required for each issue of Bonds; 2. The City's failure to perform or do, or to refrain from performing or doing, any act as maybe required under this First Supplement or the Contract; 3. A default on all or any of the Bonds, whether as to principal, interest, or any other charges, or as to any of the terms and conditions thereof, unless such default is due solely to an act or omission on the part of the Authority; and 4. Any act or omission, whether negligent or not, which is done or omitted to be done by the City, or any of its council members, officers, employees, attorneys or agents, whether acting individually or in concert with others, in connection with authoriz- ing, issuing, selling, refunding, paying on, or in any other way dealing with or administering any or all of the Bonds. B. The payment obligations of the City under the indemnifica- tion and save and hold harmless provisions of this Article III -5- shall have the same priority and shall be met and satisfied by the City in the same manner and from the same sources as specified in Section 2.05 of the Contract. In the event the amount of such pay-* ment obligations that become due or will become due during any given City fiscal year cannot because'of the amount thereof reasonably be met or satisfied in full that year in the manner and from the sources specified in Section 2.05 of the Contract, then such amount may be amortized by the City over a longer period of time as related to the reasonable and practical capability of the stated sources to produce the total revenue needed within the shortest reasonable period of time. If it is necessary to amortize all or any part of such payment obligations, the City shall annually compute, charge and collect the rate and amount of revenues from its waterworks system (with full allowance for delinquencies, costs of collection and other obligations under the Contract) that will be sufficient to raise and produce the money required to make such amortized payment obligations each year they are due, which rates and amounts may vary from year to year as circumstances may require. The City agrees to continue to charge and collect the rate so computed and ascertained so long as any liability exists by reason of the obligation. IV. Tenn and General Provisions A. This First Supplement shall remain in effect as long as the Contract remains in effect and as long thereafter as necessary to satisfy any payment obligations of the City that may at any time arise under Article III hereof. -6- . -V B. If any provision of this First Supplement or its applica- tion to any party, person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this First Supplement which can be given effect without the invalid pro- vision or application, and to this end the provisions of this First Supplement are severable. C.' To the extent that either party to this First Supplement shall be wholly or partially prevented from the performance within a time specified of any obligation or duty placed on such party under this First Supplement by reason of or through force majeure, including without limitation strikes, stoppage of labor, riot, fire, flood, invasion, insurrection, accident, the order of any court, judge or civil authority, the Act of God, or any cause reasonably beyond such party's control and not attributable to its neglect, then, and in such event upon prompt written notice by the party making the force majeure claim to the other party, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. A party rendered unable to fulfill any obligation by reason of uncontrollable causes shall exercise due diligence to remove such inability with all reasonable dispatch. The provisions of this paragraph C notwithstanding, no force majeure shall relieve the City-of its unconditional obligation to timely make the payments -7- required'of the City by the Contract and this First Supplement. EXECUTED IN MULTIPLE COUNTERPARTS, each of which is an original, this day of 1978. NUECES RIVER AUTHORITY BY: President, Board of Directors ATTEST: ecretary (SEAL) CITY OF CORPUS CHRISTI BY: City Manager ATTEST: Secretary (SEAL) APP RQ D: y_DAY OF JULY, 1978: J. BRUCE AYCOCK, CITY ATTORKY -8- Corpus Christi, Texas laday of S�_"—Q.6 , , 19� TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, a public emergency and imperative necessity exist for the suspension of the Charter rule or requirement that no ordinance or resolution shall be passed finally on the date it is introduced, and that such ordinance or resolution shall be read at three meetings of the City Council; I, therefore, request that you suspend said Charter rule or requirement and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, THE CITY OF CORRU31CHRISTI, TEXAS The Charter Rule was suspended by the following vote: Gabe Lozano, Sr. a-&# ) Bob Gulley Q i David Diaz 'Ruth Gill QAe�arV Joe Holt CQj- a 4 / Tony Juarez, Jr. r( Edward L. Sample The above ordinance was passed by the following vote: Gabe Lozano, Sr. Bob Gulley David Diaz Ruth Gill l r� Joe Holt Tony Juarez, Jr. Edward L. Sample o 14382