HomeMy WebLinkAbout029856 ORD - 06/11/2013 CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS §
COUNTIES OF NUECES,ARANSAS, §
KLEBERT,AND SAN PATRICIO
CITY OF CORPUS CHRISTI §
THE UNDERSIGNED HEREBY CERTIFIES that:
1. The City Council (the City Council) of the City of Corpus Christi, Texas (the
City), convened on the 11th day of June, 2013 in regular session in the regular meeting place of
the City at the City Hall (the Meeting), which Meeting was at all times open to the public, the
duly constituted officers and members of the City Council being as follows:
Nelda Martinez Mayor
Kelley Allen Councilmember, District 1
Chad Magill Councilmember,District 2
Priscilla Leal Councilmember, District 3
Colleen McIntyre Councilmember,District 4
Rudy Garza Jr. Councilmember,District 5
David Loeb Councilmember,At Large
Lillian Riojas Councilmember,At Large
Mark Scott Councilmember, At Large
with the following being absent: None , constituting a quorum, at which time
among other business considered at the Meeting the attached ordinance (the "Ordinance")
entitled:
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS
CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2013" IN
AN AMOUNT NOT TO EXCEED $88,010,000, LEVYING AN ANNUAL AD
VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW,
FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS,
CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND
RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS;
INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL
STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION
OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE
CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY
THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH
THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY
TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO
EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE
BONDS;AND PROVIDING FOR AN EFFECTIVE DATE
52738675.1
029856
INDEXED
was duly introduced and submitted to the City Council for passage and adoption. After
presentation and due consideration of the Ordinance, the Ordinance was passed and adopted in
accordance with the City's Home Rule Charter, and carried by the following vote:
CI voted"For" 0 voted "Against" 20 abstained
all as shown in the official Minutes of the Board for the Meeting.
2. The attached Ordinance is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the Council of the City on
the date of the Meeting are those persons shown above, and, according to the records of my
office,each member of the Council was given actual notice of the time, place, and purpose of the
Meeting and had actual notice that the Ordinance would be considered; and the Meeting and
deliberation of the aforesaid public business, was open to the public and written notice of said
meeting, including the subject of the Ordinance, was posted and given in advance thereof in
compliance with the provisions of Chapter 551, as amended, Texas Government Code.
IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the
City,this 11th day of June, 2013.
City Secretary
City of Corpus Christi, Texas
(SEAL)
-2-
52738675.1 0 2 9 8 .5 6
FINAL
ORDINANCE NO.029856
AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2013" IN AN
AMOUNT NOT TO EXCEED $88,010,000, LEVYING AN ANNUAL AD
VALOREM TAX,WITHIN THE LIMITATIONS PRESCRIBED BY LAW,
FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM,
TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS
INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND
DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND
DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING
THERETO; AUTHORIZING THE EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT;
COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE
LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH
THE DEPOSITORY TRUST COMPANY; DELEGATING THE
AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE
CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO
THE SALE OF THE BONDS; AND PROVIDING FOR AN EFFECTIVE
DATE
WHEREAS,the City Council (the City Council) of the City of Corpus Christi, Texas(the
City) hereby finds and determines that general improvement bonds of the City, representing an
allocation against the hereinafter described voted authorization in the total principal amount of
$88,010,000 (being the principal amount of $82,025,000 and a portion of the premium of
$5,985,000), should be issued and sold at this time, being the first and final installment of
general improvement bonds approved and authorized to be issued at an election held on
November 6, 2012, the respective authorized purposes and amounts authorized to be issued
therefor, amounts previously issued, amounts being issued pursuant to this Ordinance, and
amounts remaining to be issued from such voted authorizations subsequent to the date hereof
being as follows:
Bonds Premium
Date Amount Previously Issued Allocated to Amount
Voted Purpose Authorized Issued Bonds Herein Voted Unissued
Authorization
11-6-12 Street Improvements $55,000,000 $0.00 $49,015,000 $5,985,000 $0.00
11-6-12 Service Center Complex
Improvements $4,750,000 $0.00 $4,750,000 $0.00 $0.00
11-6-12 Parks and Recreation
Improvements $16,000,000 $0.00 $16,000,000 $0.00 $0.00
11-6-12 Museum and Library $0.00
Improvements $2,340,000 $0.00 $2,340,000 $0.00
11-6-12 Public Health Improvements $820,000 $0.00 $820,000 $0.00 $0.00
11-6-12 Public Safety Improvements $700,000 $0.00 $700,000 $0.00 $0.00
11-6-12 Economic Development Projects $8,400,000 $0.00 $8,400,000 $0.00 $0.00
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WHEREAS, the City Council intends to issue an aggregate principal of$82,025,000 in
general improvement bonds the proceeds of which will be utilized to provide for the (i)purpose
of making permanent public improvements and for public purposes described above and
(ii)payment of the costs of issuance of the general improvement bonds;
WHEREAS, the City Council hereby finds and determines that the issuance of the
general improvement bonds is in the best interests of the residents of the City,now,therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS THAT:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. General
improvement bonds of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of EIGHTY TWO MILLION TWENTY FIVE THOUSAND AND NO/100
DOLLARS ($82,025,000), to be designated and bear the title of"CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2013" (the Bonds), for the purpose of
providing funds: (i) to make permanent public improvements within the City for the purposes
identified in the respective propositions approved by the City's voters at an election held on
November 6, 2012 (the Election) and (ii)to pay the costs related to the issuance of the Bonds, all
in conformity with the laws of the State of Texas,particularly Chapters 1251, 1331, and 1371, as
amended, Texas Government Code, the Election, an ordinance adopted by the City Council on
June 11, 2013, and the City's Home Rule Charter.
As authorized by Chapter 1371, as amended, Texas Government Code (Chapter 1371),
the Mayor of the City, the City Manager of the City, the Assistant City Manager for General
Government and Operations Support, and the City's Director of Financial Services (each of the
foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and
designated as the officers of the City authorized to individually act on behalf of the City in
selling and delivering the Bonds authorized herein and carrying out the procedures specified in
this Ordinance, including the further designation of the Bonds by series and by year, approval of
the aggregate principal amount of each maturity of the Bonds, the redemption provisions
therefor, the Dated Date thereof, the rate of interest to be borne on the principal amount of each
such maturity, and the identity of the Purchasers (which may include a syndicate of underwriters
and the identification by the Authorized Representative of the duties of such syndicate members)
selected from the City's pool of approved underwriters. Each Authorized Representative, acting
for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as
Schedule I. The Bonds shall be issued in the principal amount not to exceed $88,010,000; the
maximum maturity of the Bonds will be March 1, 2043; and the net effective per annum interest
rate shall not exceed a rate greater than 7.00%per annum calculated in a manner consistent with
the provisions of Chapter 1204, as amended, Texas Government Code. Lastly, each Authorized
Representative is authorized to select the bond insurer, if any, with respect to the Bonds. The
execution of the Approval Certificate shall evidence the sale date of the Bonds by the City to the
Purchasers in accordance with the provisions of Chapter 1371. It is further provided, however,
that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to
their initial delivery, the Bonds have been rated by a nationally recognized rating agency for
municipal securities in one of the four highest rating categories for long term obligations, as
52738587.3 - 2 -
required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is
authorized to complete this Ordinance to reflect such final terms.
SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Interest Rates - Dated Date. The Bonds shall be issued as fully registered
obligations, without coupons, shall be dated June 1, 2013 (the Dated Date), shall be in
denominations of$5,000 or any integral multiple thereof, shall be lettered "R" and numbered
consecutively from One (1) upward, and principal shall become due and payable on March 1 in
each of the years and in amounts (the Stated Maturities) and bear interest on the unpaid principal
amounts from the Dated Date, or from the most recent Interest Payment Date(hereafter defined)
to which interest has been paid or duly provided for to the earlier of redemption or Stated
Maturity,at the rates per annum,while Outstanding, in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates (%)
2014 1,500,000 2.00
2015 1,500,000 3.00
2016 2,970,000 3.00
2017 3,055,000 4.00
2018 3,180,000 4.00
2019 3,305,000 4.00
2020 3,440,000 4.00
2021 3,575,000 5.00
2022 3,755,000 5.00
2023 3,945,000 5.00
2024 4,140,000 5.00
2025 4,345,000 5.00
2026 4,565,000 5.00
2027 4,795,000 5.00
2028 5,035,000 4.00
2029 5,235,000 5.00
2030 5,495,000 5.00
2031 5,770,000 5.00
2032 6,060,000 5.00
2033 6,360,000 5.00
The Bonds shall bear interest on the unpaid principal amounts from the Dated Date, or
from the most recent Interest Payment Date to which interest has been paid or duly provided for,
52738587.3 - 3 -
to Stated Maturity or prior redemption, while Outstanding, at the rates per annum shown in the
above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on
the Bonds shall be payable on March 1 and September 1 in each year, commencing March 1,
2014(the Interest Payment Date),while the Bonds are Outstanding.
SECTION 3: Payment of Bonds-Paying Agent/Registrar.
The principal of, premium, if any, and the interest on the Bonds, due and payable by
reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of
the United States of America which at the time of payment is legal tender for the payment of
public and private debts, and such payment of principal of, premium, if any, and interest on the
Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of
the Bonds.
The selection and appointment of BOKF,NA dba Bank of Texas, Austin, Texas,to serve
as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby
approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at
the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)
for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance
with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially
final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying
Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a
Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying
Agent/Registrar shall be (i)a national or state banking institution or (ii)an association or a
corporation organized and doing business under the laws of the United States of America or of
any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar
shall be subject to supervision or examination by federal or state authority and authorized by law
to serve as a Paying Agent/Registrar.
The City reserves the right to appoint a successor Paying Agent/Registrar upon providing
the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance
terminating such agency. Additionally,the City agrees to promptly cause a written notice of this
substitution to be sent to each Holder of the Bonds by United States mail, first-class postage
prepaid, which notice shall also give the address of the new Paying Agent/Registrar.
Principal of, premium, if any, and interest on the Bonds, due and payable by reason of
Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the
City by the Paying Agent/Registrar as hereinafter provided (i)on the Record Date (hereinafter
defined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the
Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or
upon redemption of the Bonds, and (iii) on any other date for any other purpose. The City and
the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond
for purposes of receiving payment and all other purposes whatsoever, and neither the City nor
the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary.
52738587.3 -4 -
Principal of and premium, if any, on the Bonds shall be payable only upon presentation
and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on
the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of
business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds
(the Record Date) and shall be paid (i)by check sent on or prior to the appropriate date of
payment by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the
address of the Holder appearing in the Security Register or (ii)by such other method, acceptable
to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and
expense.
If the date for the payment of the principal of, premium, if any, or interest on the Bonds
shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a day. The payment on such date shall have the same force and effect as if made on
the original date any such payment on the Bonds was due.
In the event of a non-payment of interest on a scheduled payment date, and for thirty(30)
days thereafter, a new record date for such interest payment (a Special Record Date) will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (the Special Payment Date - which shall be fifteen (15)
days after the Special Record Date) shall be sent at least five (5) business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each
Holder of a Bond appearing on the Security Register at the close of business on the last business
day next preceding the date of mailing of such notice.
SECTION 4: Redemption.
A. Optional Redemption. The Bonds having Stated Maturities on and after March 1,
2024 shall be subject to redemption prior to Stated Maturity at the option of the City, on
March 1, 2023, or on any date thereafter, as a whole or in part, in principal amounts of$5,000 or
any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by
the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of
redemption.
B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set
for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to
exercise the right to redeem Bonds,the principal amount of each Stated Maturity to be redeemed,
and the date set for the redemption thereof. The decision of the City to exercise the right to
redeem Bonds shall be entered in the minutes of the governing body of the City.
C. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall
select at random and by lot the Bonds to be redeemed, provided that if less than the entire
principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond
52738587.3 - 5 -
then subject to redemption as representing the number of Bonds Outstanding which is obtained
by dividing the principal amount of such Bond by $5,000.
D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, the Paying Agent/Registrar shall cause a notice of redemption shall be sent by
United States mail, first-class postage prepaid, in the name of the City and at the City's expense,
by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at
the address of the Holder appearing on the Security Register at the close of business on the
business day next preceding the date of mailing such notice, and any notice of redemption so
mailed shall be conclusively presumed to have been duly given irrespective of whether received
by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed,the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal
amount thereof to be redeemed, shall be made at the corporate trust office of the Paying
Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject
by its terms to redemption and has been called for redemption and notice of redemption thereof
has been duly given or waived as herein provided, such Bond (or the principal amount thereof to
be redeemed) so called for redemption shall become due and payable, and if money sufficient for
the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then
applicable redemption price is held for the purpose of such payment by the Paying
Agent/Registrar, then On the redemption date designated in such notice, interest on the Bonds (or
the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and
such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this
Ordinance. This notice may also be published once in a financial publication,journal, or reporter
of general circulation among securities dealers in the City of New York, New York (including,
but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas
(including,but not limited to, The Texas Bond Reporter).
E. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar
shall be required (i)to transfer or exchange any Bond during a period beginning forty-five (45)
days prior to the date fixed for redemption of the Bonds or (ii)to transfer or exchange any Bond
selected for redemption; provided, however, such limitation of transfer shall not be applicable to
an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption
in part.
SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the
City by its Mayor or Mayor Pro Tem under the seal of the City reproduced or impressed thereon
and attested by its City Secretary. The signature of any of said officers on the Bonds may be
manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were,
at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding
that such individuals or either of them shall cease to hold such offices prior to the delivery of the
52738587.3 - 6-
Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas
Government Code.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 8C, executed by the Comptroller of Public
Accounts of the State of Texas or her duly authorized agent by manual signature, or a certificate
of registration substantially in the form provided in Section 8D, executed by the Paying
Agent/Registrar by manual signature, and either such certificate upon any Bond shall be
conclusive evidence, and the only evidence, that such Bond has been duly certified or registered
and delivered.
SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The 0
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in
accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other
authorized denominations upon the Security Register by the Holder, in person or by his duly
authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation,
accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for transfer of any Bond at the corporate trust office of the Paying
Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver,
in the name of the designated transferee or transferees, one or more new Bonds of authorized
denomination and having the same Stated Maturity and of a like interest rate and aggregate
principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds may be exchanged for other Bonds of authorized
denominations and having the same Stated Maturity, bearing the same rate of interest and of like
aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds
to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any
Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar
shall register and deliver, the Bonds to the Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
corporate trust office of the Paying Agent/Registrar,or be sent by registered mail to the Holder at
his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and
binding obligations of the City, evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any fee, tax or other governmental charges required to be paid with respect to such transfer or
exchange.
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Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the
same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or
transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered
and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which
shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond.
SECTION 7: Initial Bonds. The Bonds herein authorized shall be initially issued as a
single fully registered Bond in the aggregate principal amount of $82,025,000 with principal
installments to become due and payable as provided in Section 2 hereof and numbered T-1 (the
Initial Bonds), and the Initial Bonds shall be registered in the name of the Purchasers or the
designee thereof. The Initial Bonds shall be the Bonds submitted to the Office of the Attorney
General of the State of Texas for approval, certified and registered by the Office of the
Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time
after the delivery of the Initial Bonds to the Purchasers, the Paying Agent/Registrar, pursuant to
written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bonds
delivered hereunder and exchange therefor definitive Bonds of like kind and of authorized
denominations, Stated Maturities, principal amounts bearing applicable interest rates, and shall
be lettered "R" and numbered consecutively from one (1)upward for transfer and delivery to the
Holders named at the addresses identified therefor; all pursuant to and in accordance with such
written instructions from the Purchasers, or the designee thereof, and such other information and
documentation as the Paying Agent/Registrar may reasonably require.
SECTION 8: Forms.
A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms
set forth in this Section with such appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and may have such letters, numbers, or
other marks of identification (including insurance legends in the event the Bonds, or any Stated
Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements(including insurance legends and any reproduction of an opinion of Bond Counsel)
thereon as may, consistent herewith, be established by the City or determined by the officers
executing the Bonds as evidenced by their execution thereof. Any portion of the text of any
Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of
the Bond.
The definitive Bonds shall be printed, lithographed, or engraved, produced by any
combination of these methods, or produced in any other similar manner, all as determined by the
officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond(s)
submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise
reproduced.
52738587.3 - 8 -
B. Form of Definitive Bond.
REGISTERED
REGISTERED PRINCIPAL AMOUNT
NO. $
United States of America
State of Texas
Counties of Nueces, Aransas,Kleberg, and San Patricio
CITY OF CORPUS CHRISTI, TEXAS
GENERAL IMPROVEMENT BOND,
SERIES 2013
Dated Date: Interest Rate: Stated Maturity: CUSIP NO:
June 1, 2013
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and a municipal
corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for
value received, acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date
specified above,the Principal Amount specified above (or so much thereof as shall not have been
paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the
Dated Date or from the most recent interest payment date to which interest has been paid or duly
provided for until such Principal Amount has become due and payment thereof has been made or
duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per
annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day
months; such interest being payable on March 1 and September 1 of each year commencing
March 1, 2014.
Principal and premium, if any, on this Bond shall be payable to the Registered Owner
hereof(the Holder), upon presentation and surrender, at the corporate trust office of the Paying
Agent/Registrar executing the registration certificate appearing hereon or a successor thereof
Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as
defined in the Ordinance hereinafter referenced) whose name appears on the Security Register
maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is
the fifteenth day of the month next preceding each interest payment date. All payments of
principal of, and interest on this Bond shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.
Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate
date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the
address appearing in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar,requested by the Holder hereof at the Holder's risk and expense.
52738587.3 -9 -
This Bond is one of the series specified in its title issued in the aggregate principal
amount of$82,025,000 (the Bonds)pursuant to an ordinance adopted by the governing body of
the City (the Ordinance), for the purpose of providing funds: (i)to make permanent public
improvements within the City for the purposes identified in the respective propositions approved
by the City's voters at an election held on November 6, 2012 (the Election) and (ii)to pay the
costs related to the issuance of the Bonds, all in conformity with the laws of the State of Texas,
particularly Chapters 1251, 1331, and 1371, as amended, Texas Government Code, the Election,
the Ordinance, and the City's Home Rule Charter.
As specified in the Ordinance, the Bonds stated to mature on and after March 1, 2024
may be redeemed prior to their Stated Maturities at the option of the City, on March 1, 2023, or
on any date thereafter, in whole or in part in principal amounts of$5,000 or any integral multiple
thereof (and if within a Stated Maturity selected at random and by lot by the Paying
Agent/Registrar) at the redemption price of par, together with accrued interest to the date of
redemption, and upon thirty (30) days prior written notice being given by United States mail,
first-class postage prepaid, to the Holders of the Bonds to be redeemed, and subject to the terms
and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption
prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal
sum hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and, if
less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge
therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at
its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any
authorized denominations provided in the Ordinance for the then unredeemed balance of the
principal sum hereof.
If this Bond (or any portion of the principal sum hereof) shall have been duly called for
redemption and notice of such redemption has been duly given, then upon such redemption date
this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and
payable, and, if the money for the payment of the redemption price and the interest accrued on
the principal amount to be redeemed to the date of redemption is held for the purpose of such
payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon
from and after the redemption date on the principal amount hereof to be redeemed. If this Bond
is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be
required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for
redemption; provided, however, such limitation of transfer shall not be applicable to an exchange
by the Holder of the unredeemed balance hereof in the event of its redemption in part.
The Bonds of this series are payable from the proceeds of an annual ad valorem tax
levied upon all taxable property within the City within the limitations prescribed by law.
Reference is hereby made to the Ordinance, a copy of which is on file in the corporate
trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of
the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer
52738587.3 - 10 -
Outstanding thereunder; and for the other terms and provisions specified in the Ordinance.
Capitalized terms used herein have the same meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register upon presentation and surrender at the corporate trust office of the
Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly
authorized agent, and thereupon one or more new fully registered Bonds of the same Stated
Maturity, of authorized denominations, bearing the same rate of interest, and of the same
aggregate principal amount will be issued to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder
hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof
for purposes of receiving payment of interest hereon, (ii)on the date of surrender of this Bond as
the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or
its redemption, in whole or in part, and (iii)on any other date as the owner hereof for all other
purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall
be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a
Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (the Special Payment Date -
which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States mail, first-class postage prepaid,
to the address of each Holder appearing on the Security Register at the close of business on the
last business day next preceding the date of mailing of such notice.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to the issuance of this Bond in order to
render the same a legal,valid, and binding obligation of the City have been performed, exist, and
have been done, in regular and due time, form, and manner, as required by the laws of the State
of Texas and the Ordinance, and that the issuance of the Bonds does not exceed any
constitutional or statutory limitation; and that due provision has been made for the payment of
the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In
case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Ordinance shall be construed in accordance with and shall be governed by the
laws of the State of Texas.
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52738587.3 - 11 -
IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its
official seal.
CITY OF CORPUS CHRISTI, TEXAS
Mayor
ATTEST:
City Secretary
(CITY SEAL)
[The remainder of this page intentionally left blank.]
52738587.3 - 12 -
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Bonds Only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF §
PUBLIC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
* Note to Printer: Not to appear on printed Bonds
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds
Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued under the provisions of the within-mentioned Ordinance;
the Bond or Bonds of the above-entitled and designated series originally delivered having been
approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts, as shown by the records of the Paying Agent/Registrar.
Registered this date: BOKF,NA dba BANK OF TEXAS,
Austin,Texas, as Paying Agent/Registrar
By:
Authorized Signature
52738587.3 - 13 -
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number):
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration
thereof,with full power of substitution in the premises.
DATED:
NOTICE: The signature on this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Bond in every particular.
Signature guaranteed:
F. The Initial Bonds shall be in the respective forms set forth in paragraph B of this
Section, except that the form of a single fully registered Initial Bond shall be modified as
follows:
(i) immediately under the name of the Bond(s) the headings "Interest Rate"
and"Stated Maturity"shall both be completed"as shown below";
(ii) the first two paragraphs shall read as follows:
Registered Owner:
Principal Amount:
The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation
in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value
received, acknowledges itself indebted to and hereby promises to pay to the order of the
Registered Owner named above, or the registered assigns thereof,the Principal Amount specified
above on the first day of March in each of the years and in principal amounts and bearing interest
at per annum rates in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts ($) Rates(%)
(Information to be inserted from schedule in Section 2 hereof).
52738587.3 - 14-
(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the
unpaid Principal Amount hereof from the Dated Date, or from the most recent interest payment
date to which interest has been paid or duly provided for until the Principal Amount has become
due and payment thereof has been made or duly provided for, at the per annum rates of interest
specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on March 1 and September 1 of each year, commencing March 1, 2014.
Principal of this Bond shall be payable to the Registered Owner hereof (the Holder),
upon its presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at
the corporate trust office of BOKF, NA dba Bank of Texas, Austin, Texas (the Paying
Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on
the Security Register maintained by the Paying Agent/Registrar at the close of business on the
Record Date, which is the fifteenth day of the month next preceding each interest payment date.
All payments of principal of and interest on this Bond shall be in any coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public
and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior
to the appropriate date of payment by United States mail, first-class postage prepaid, to the
Holder hereof at the address appearing in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
Holder hereof.
G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for
the Bonds, the Definitive Bonds and the Initial Bonds shall bear an appropriate legend as
provided by the insurer.
SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in
this Section have the meanings assigned to them in this Section, and certain terms used in
Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections, and
all such terms include the plural as well as the singular; (ii)all references in this Ordinance to
designated "Sections" and other subdivisions are to the designated Sections and other
subdivisions of this Ordinance as originally adopted; and (iii)the words "herein", "hereof', and
"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any
particular Section or other subdivision.
A. The term Authorized Officials shall mean the Mayor, City Manager, Assistant
City Manager for General Government and Operations Support,and/or the City Secretary.
B. The term Bond Fund shall mean the special Fund created and established by the
provisions of Section 10 of this Ordinance.
C. The term Bonds shall mean the $82,025,000 "CITY OF CORPUS CHRISTI,
TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2013"authorized by this Ordinance.
D. The term Closing Date shall mean the date of physical delivery of the Initial
Bonds in exchange for the payment in full by the Purchasers.
52738587.3 - 15 -
E. The term City shall mean City of Corpus Christi, located in the Counties of
Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of
the City.
F. The term Debt Service Requirements shall mean, as of any particular date of
computation, with respect to any obligations and with respect to any period, the aggregate of the
amounts to be paid or set aside by the City as of such date or in such period for the payment of
the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations;
assuming, in the case of obligations without a fixed numerical rate, that such obligations bear
interest at the maximum rate permitted by the terms thereof and further assuming in the case of
obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the
principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the
mandatory redemption provisions applicable thereto.
G. The term Depository shall mean an official depository bank of the City.
H. The term Government Securities, as used herein, shall mean (i) direct noncallable
obligations of the United States, including obligations that are unconditionally guaranteed by, the
United States of America; (ii) noncallable obligations of an agency or instrumentality of the
United States, including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that, on the date the governing body of the issuer adopts or approves the
proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent;
(iii)noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the
issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or
its equivalent, or(iv)any additional securities and obligations hereafter authorized by the laws of
the State of Texas as eligible for use to accomplish the discharge of obligations such as the
Bonds.
I. The term Holder or Holders shall mean the registered owner, whose name
appears in the Security Register, for any Bond.
J. The term Interest Payment Date shall mean the date interest is payable on the
Bonds, being March 1 and September 1 of each year, commencing March 1, 2014, while any of
the Bonds remain Outstanding.
K. The term Ordinance shall mean this ordinance adopted by the City Council of the
City on June 11, 2013.
L. The term Outstanding when used in this Ordinance with respect to Bonds shall
mean, as of the date of determination, all Bonds issued and delivered under this Ordinance,
except:
(1) those Bonds canceled by the Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
52738587.3 - 16-
(2) those Bonds for which payment has been duly provided by the City in
accordance with the provisions of Section 21 of this Ordinance; and
(3) those Bonds that have been mutilated, destroyed, lost, or stolen and
replacement Bonds have been registered and delivered in lieu thereof as provided in
Section 17 of this Ordinance.
M. The term Purchasers shall mean the initial purchasers of the Bonds named in
Section 18 of this Ordinance.
N. The term Stated Maturity shall mean the annual principal payments of the Bonds
payable on March 1 of each year, as set forth in Section 2 of this Ordinance.
SECTION 10: Bond Fund — Investments. For the purpose of paying the interest on and
to provide a sinking fund for the payment,redemption and retirement of the Bonds,there shall be
and is hereby created a special fund to be designated "GENERAL IMPROVEMENT BONDS,
SERIES 2013 INTEREST AND SINKING FUND" (the Bond Fund), which fund shall be kept
and maintained at the Depository, and money deposited in such fund shall be used for no other
purpose and shall be maintained as provided in Section 19. Authorized Officials of the City are
hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the
purchase price or the amount of principal of, premium, if any, and interest on the Bonds as the
same become due and payable and shall cause to be transferred to the Paying Agent/Registrar
from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal
and/or interest stated to mature on the Bonds, such transfer of funds to the Paying
Agent/Registrar to be made in such manner as will cause immediately available funds to be
deposited with the Paying Agent/Registrar on or before the business day next preceding each
interest and principal payment date for the Bonds.
Pending the transfer of funds to the Paying Agent/Registrar, money in any fund created
and established pursuant to the provisions of this Ordinance, at the option of the City, may be
placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar
contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as
amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the
Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be
invested, as authorized by any law, including investments held in book-entry form, in securities
including, but not limited to, direct obligations of the United States of America, obligations
guaranteed or insured by the United States of America, which, in the opinion of the Attorney
General of the United States, are backed by its full faith and credit or represent its general
obligations, or invested in indirect obligations of the United States of America, including, but not
limited to, evidences of indebtedness issued, insured or guaranteed by such governmental
agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives,
Federal Home Loan Banks, Government National Mortgage Association, Farmers Home
Administration, Federal Home Loan Mortgage Association, Small Business Administration, or
Federal Housing Association; provided that all such deposits and investments shall be made in
such a manner that the money required to be expended from such fund will be available at the
proper time or times. All interest and income derived from deposits and investments in such
52738587.3 - 17 -
fund shall be credited to, and any losses debited to, such fund. All such investments shall be sold
promptly when necessary to prevent any default in connection with the Bonds.
SECTION 11: Tax Levy. To provide for the payment of the Debt Service Requirements
on the Bonds being (i)the interest on the Bonds and (ii)a sinking fund for their redemption at
Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be
and there is hereby levied for the current year and each succeeding year thereafter while the
Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations
prescribed by law, on each one hundred dollars' valuation of taxable property in the City,
adequate to pay such Debt Service Requirements, full allowance being made for delinquencies
and costs of collection; said tax shall be assessed and collected each year and applied to the
payment of the Debt Service Requirements, and the same shall not be diverted to any other
purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter
pledged to the payment of the Bonds. The City Council hereby declares its purpose and intent to
provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it
having been determined that the existing and available taxing authority of the City for such
purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding
indebtedness and other obligations of the City.
SECTION 12: Deposits to Bond Fund—Surplus Bond Proceeds. The City hereby
covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest
payment date for the Bonds, from the annual levy of an ad valorem tax or from other lawfully
available funds, amounts sufficient to fully pay and discharge promptly each installment of
interest and principal of the Bonds as the same accrues or matures or comes due by reason of
Stated Maturity.
Accrued interest received from the Purchasers shall be deposited to the Bond Fund. In
addition, any surplus proceeds from the sale of the Bonds, including investment income thereon,
not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so
deposited shall reduce the sums otherwise required to be deposited in said Fund from ad valorem
taxes.
SECTION 13: Security of Funds. All money on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested
as provided herein) shall be secured in the manner and to the fullest extent required by the laws
of the State of Texas for the security of public funds, and money on deposit in such Funds shall
be used only for the purposes permitted by this Ordinance.
SECTION 14: Remedies in Event of Default. In addition to all the rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a)defaults in the payments to be made to the Bond Fund or (b)defaults in the
observance or performance of any other of the covenants, conditions, or obligations set forth in
this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus
issued by a court of proper jurisdiction compelling and requiring the governing body of the City
and other officers of the City to observe and perform any covenant, condition, or obligation
prescribed in this Ordinance.
52738587.3 - 18
No delay or omission to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right and power may be exercised from time to time and as
often as may be deemed expedient. The specific remedies herein provided shall be cumulative of
all other existing remedies and the specification of such remedies shall not be deemed to be
exclusive.
SECTION 15: Notices to Holders — Waiver. Wherever this Ordinance provides for
notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to
the address of each Holder as it appears in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 16: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as
directed by the City.
SECTION 17: Mutilated, Destroyed, Lost, and Stolen Bonds. If(1)any mutilated Bond
is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive
evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2)there is
delivered to the City and the Paying Agent/Registrar such security or indemnity as may be
required to save each of them harmless, then, in the absence of notice to the City or the Paying
Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall
execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same
Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not
contemporaneously outstanding.
In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such
Bond.
52738587.3 - 19 -
Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the
City may require payment by the Holder of a sum sufficient to cover any tax or other
governmental charge imposed in relation thereto and any other expenses and charges (including
attorney's fees and the fees and expenses of the Paying Agent/Registrar)connected therewith.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not
the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance equally and ratably with all other
Outstanding Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost, or stolen Bonds.
SECTION 18: Sale of Bonds — Official Statement Approval — Approval of Purchase
Contract. The Bonds authorized by this Ordinance are hereby sold by the City to Frost Bank, San
Antonio, Texas, as the authorized representative of a group of underwriters (the Purchasers, and
having all the rights,benefits, and obligations of a Holder) in accordance with the provisions of a
Purchase Contract dated July 10, 2013 (the Purchase Contract) attached hereto as Exhibit B and
incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond
shall be registered in the name of Frost Bank. The pricing and terms of the sale of the Bonds are
hereby found and determined to be the most advantageous reasonably obtainable by the City.
Each Authorized Representative is hereby authorized and directed to execute the Purchase
Contract for and on behalf of the City and as the act and deed of the City Council, and in regard
to the approval and execution of the Purchase Contract, the City Council hereby finds,
determines and declares that the representations, warranties, and agreements of the City
contained in the Purchase Contract are true and correct in all material respects and shall be
honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon
as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the
terms of the Purchase Contract.
Furthermore, the City hereby ratifies, confirms, and approves in all respects (i)the City's
prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in
accordance with the Rule(hereinafter defined)and (ii)the use and distribution of the Preliminary
Official Statement by the Purchasers in connection with the public offering and sale of the Bonds
is hereby ratified, confirmed, and approved in all respects. The final Official Statement, being a
modification and amendment of the Preliminary Official Statement to reflect the terms of sale
(together with such changes approved by an Authorized Representative), shall be and is hereby
in all respects approved and the Purchasers are hereby authorized to use and distribute the final
Official Statement, dated July 10, 2013, in the reoffering, sale and delivery of the Bonds to the
public. The Mayor and/or City Secretary are further authorized and directed to manually execute
and deliver for and on behalf of the City copies of the Official Statement in final form as may be
required by the Purchasers, and such final Official Statement in the form and content manually
executed by said officials shall be deemed to be approved by the City Council and constitute the
Official Statement authorized for distribution and use by the Purchasers. The proper officials of
52738587.3 - 20 -
the City are hereby authorized to execute and deliver a certificate pertaining to such Official
Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds.
Proceeds from the sale of the Bonds shall be applied as follows:
(1) Accrued interest on the Bonds (in the amount of $631,116.67), received
from the Purchasers, shall be deposited into the Bond Fund.
(2) The City received a net premium from the sale of the Bonds of
$6,711,657.85 which is hereby allocated by the City in the following manner: (A)
$441,089.91 to pay the Purchasers' compensation, (B) $285,567.94 to pay the costs of
issuance, (C) the remaining $5,985,000.00 is allocated toward the City's voted authority
and deposited as described in Paragraph(3) below.
(3) The balance of the proceeds (including a portion of the premium in the
amount of $5,985,000 as described above and principal in the amount of $82,025,000,
totaling $88,010,000) derived from the sale of the Bonds (after paying costs of issuance)
shall be deposited into the special construction account or accounts created for the
projects to be constructed with the proceeds of the Bonds. This special construction
account shall be established and maintained at the Depository and shall be invested in
accordance with the provisions of Section 10 of this Ordinance. Interest earned on the
proceeds of the Bonds pending completion of construction of the projects financed with
such proceeds shall be accounted for, maintained, deposited, and expended as permitted
by the provisions of Chapter 1201, as amended, Texas Government Code, or as required
by any other applicable law. Thereafter, such amounts shall be expended in accordance
with Section 12 of this Ordinance.
SECTION 19: Covenants to Maintain Tax-Exempt Status.
A. Definitions. When used in this Section, the following terms have the following
meanings:
Closing Date shall mean the date of physical delivery of the Initial Bonds in
exchange for the payment in full by the Purchasers.
Code means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
Computation Date has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Bonds.
Investment has the meaning set forth in Section 1.148-1(b)of the Regulations.
52738587.3 - 21 -
Nonpurpose Investment means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which
is not acquired to carry out the governmental purposes of the Bonds.
Rebate Amount has the meaning set forth in Section 1.148-1(b) of the
Regulations.
Regulations means any proposed, temporary, or final Income Tax Regulations
issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal
Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific
Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax
Regulation designed to supplement, amend or replace the specific Regulation referenced.
Yield of
(1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and
(2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations.
B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
C. No Private Use or Private Payments. Except to the extent that it will not cause the
Bonds to become "private activity bonds"within the meaning of section 141 of the Code and the
Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of
Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including
all contractual arrangements with terms different than those applicable to the general
public) or any property acquired, constructed or improved with such Gross Proceeds in
any activity carried on by any person or entity (including the United States or any agency,
department and instrumentality thereof) other than a state or local government, unless
such use is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other payment by
any person or entity who is treated as using Gross Proceeds of the Bonds or any property
the acquisition, construction or improvement of which is to be financed or refinanced
52738587.3 - 22 -
directly or indirectly with such Gross Proceeds, other than taxes of general application
within the City or interest earned on investments acquired with such Gross Proceeds
pending application for their intended purposes.
D. No Private Loan. Except to the extent that it will not cause the Bonds to become
"private activity bonds" within the meaning of section 141 of the Code and the Regulations and
rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans
to any person or entity other than a state or local government. For purposes of the foregoing
covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if:
(1)property acquired, constructed or improved with such Gross Proceeds is sold or leased to
such person or entity in a transaction which creates a debt for federal income tax purposes;
(2)capacity in or service from such property is committed to such person or entity under a
take-or-pay, output or similar contract or arrangement; or (3)indirect benefits, or burdens and
benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved
with such Gross Proceeds are otherwise transferred in a transaction which is the economic
equivalent of a loan.
E. Not to Invest at Higher Yield. Except to the extent that it will not cause the
Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the
Regulations and rulings thereunder, the City shall not at any time prior to the final Stated
Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a
result of such investment the Yield of any Investment acquired with Gross Proceeds, whether
then held or previously disposed of,materially exceeds the Yield of the Bonds.
F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of
section 149(b)of the Code and the Regulations and rulings thereunder.
G. Information Report. The City shall timely file the information required by
section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other
form and in such place as the Secretary may prescribe.
H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in
section 148(f)of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and apart from
all other funds (and receipts, expenditures and investments thereof) and shall retain all
records of accounting for at least six years after the day on which the last Outstanding
Bond is discharged. However, to the extent permitted by law, the City may commingle
Gross Proceeds of the Bonds with other money of the City, provided that the City
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall calculate
the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and
52738587.3 -23 -
the Regulations and rulings thereunder. The City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the Bonds until six years after
the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from the
gross income of the owners thereof for federal income tax purposes, the City shall pay to
the United States out of the Bond Fund or its general fund, as permitted by applicable
Texas statute, regulation or opinion of the Attorney General of the State of Texas, the
amount that when added to the future value of previous rebate payments made for the
Bonds equals (i) in the case of a Final Computation Date as defined in
Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
Amount on such date; and (ii)in the case of any other Computation Date, ninety percent
(90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be
made at the times, in the installments, to the place and in the manner as is or may be
required by section 148(f) of the Code and the Regulations and rulings thereunder, and
shall be accompanied by Form 8038-T or such other forms and information as is or may
be required by section 148(f) of the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs(2) and(3), and if an error
is made, to discover and promptly correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it, interest thereon, and any penalty imposed under Section 1.148-3(h)of the Regulations.
I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection H of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
J. Bonds Not Hedge Bonds.
(1) The City reasonably expects to spend at least 85% of the spendable
proceeds of the Bonds within three years after such Bonds are issued.
(2) Not more than 50% of the proceeds of the Bonds will be invested in
Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years
or more.
K. Elections. The City hereby directs and authorizes any Authorized Official, either
or any combination of the foregoing, to make such elections in the Certificate as to Tax
Exemption or similar or other appropriate certificate, form, or document permitted or required
52738587.3 - 24 -
pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate
in connection with the Bonds. Such elections shall be deemed to be made on the Closing Date.
SECTION 20: Control and Custody of Bonds. The Mayor shall be and is hereby
authorized to take and have charge of all necessary orders and records pending investigation by
the Attorney General of the State of Texas and shall take and have charge and control of the
Bonds pending their approval by the Attorney General of the State of Texas, the registration
thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the
Bonds to the Purchasers.
Furthermore, any Authorized Official, either or all, are hereby authorized and directed to
furnish and execute such documents relating to the City and its financial affairs as may be
necessary for the issuance of the Bonds, the approval of the Attorney General of the State of
Texas and their registration by the Comptroller of Public Accounts of the State of Texas and,
together with the City's financial advisors, Bond Counsel, and the Paying Agent/Registrar, make
the necessary arrangements for the delivery of the Initial Bonds to the Purchasers, the initial
exchange thereof for definitive Bonds.
SECTION 21: Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance,then the pledge
of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the
City to the Holders shall thereupon cease,terminate, and be discharged and satisfied.
Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i)money sufficient to pay in
full such Bonds or the principal amount(s) thereof at Stated Maturity or the redemption date
therefor, together with all interest due thereon, shall have been irrevocably deposited with and
held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii)Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities have, in the case of a net defeasance,
been certified by an independent accounting firm to mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient
money, together with any money deposited therewith, if any, to pay when due the principal of
and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated
Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable
arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption
date thereof for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver
a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third
party concerning the deposit of cash and/or Government Securities to pay, when due, the
principal of, redemption premium (if any), and interest due on any defeased Bonds. The City
covenants that no deposit of money or Government Securities will be made under this Section
and no use made of any such deposit which would cause the Bonds to be treated as arbitrage
bonds within the meaning of section 148 of the Code(as defined in Section 19 hereof).
Any money so deposited with the Paying Agent/Registrar, and all income from
Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
52738587.3 - 25 -
agent, pursuant to this Section which is not required for the payment of the Bonds, or any
principal amount(s) thereof, or interest thereon with respect to which such money has been so
deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any
money held by the Paying Agent/Registrar for the payment of the principal of and interest on the
Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or
applicable redemption date of the Bonds such money was deposited and is held in trust to pay
shall upon the request of the City be remitted to the City against a written receipt therefor,
subject to the unclaimed property laws of the State of Texas.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem defeased Bonds that is made in conjunction with
the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that
right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that
notice of the reservation be included in any redemption notices that it authorizes; and (4) at the
time of the redemption, satisfies the conditions of(i) or (ii) above with respect to such defeased
debt as though it was being defeased at the time of the exercise of the option to redeem the
defeased Bonds, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Bonds.
SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the
Bonds is subject to its being furnished a final opinion of Fulbright& Jaworski LLP, as Bond
Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered
as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy
of said opinion on the reverse side of each of the Bonds, with appropriate certificate pertaining
thereto executed by facsimile signature of the City Secretary of the City is hereby approved and
authorized.
SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 24: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 25: Ordinance a Contract — Amendments — Outstanding Bonds. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the
Holders from time to time, shall be binding on the City and its successors and assigns, and shall
not be amended or repealed by the City so long as any Bond remains Outstanding except as
permitted in this Section. The City may, without the consent of or notice to any Holders, from
time to time and at any time, amend this Ordinance in any manner not detrimental to the interests
of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the City may, with the written consent of Holders holding a
52738587.3 -26
majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend,
add to, or rescind any of the provisions of this Ordinance; provided; however, that, without the
consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall
(1)extend the time or times of payment of the principal of and interest on the Bonds, reduce the
principal amount thereof, or the rate of interest thereon, or in any other way modify the terms of
payment of the principal of, the redemption price therefor, or interest on the Bonds, (2)give any
preference to any Bond over any other Bond, or (3)reduce the aggregate principal amount of
Bonds required for consent to any such amendment, addition, or rescission.
SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, Bond Counsel,
Paying Agent/Registrar, and the Holders, any right,remedy, or claim, legal or equitable,under or
by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, Bond Counsel,the Paying
Agent/Registrar, and the Holders.
SECTION 27: Inconsistent Provisions. All ordinances and resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to
the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling
as to the matters ordained herein.
SECTION 28: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 29: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 30: Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid,the remainder of this Ordinance and the
application of such provision to other persons and circumstances shall nevertheless be valid, and
the City Council hereby declares that this Ordinance would have been enacted without such
invalid provision.
SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the
preamble hereof are hereby found to be true, and such recitals are hereby made a part of this
Ordinance for all purposes and are adopted as a part of the judgment and findings of the City
Council.
SECTION 32: Authorization of Paying Agent/Registrar Agreement. The City Council of
the City hereby finds and determines that it is in the best interest of the City to authorize the
execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and
transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached
hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions
of this Ordinance.
52738587.3 - 27 -
SECTION 33: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is finally adopted was open to the public and public notice of
the time, place, and subject matter of the public business to be considered at such meeting,
including this Ordinance, was given, all as required by Chapter 551, as amended, Texas
Government Code.
SECTION 34: Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal, or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall
most effectively approximate such required publication and the giving of such notice in such
manner shall for all purposes of this Ordinance be deemed to be in compliance with the
requirements for publication thereof.
SECTION 35: No Recourse Against City Officials. No recourse shall be had for the
payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon
or on this Ordinance against any official of the City or any person executing any Bond.
SECTION 36: Continuing Disclosure of Information.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by
the general public, without charge, on the internet through the uniform resource locator (URL)
http://www.emma.msrb.org.
MSRB means the Municipal Securities Rulemaking Board.
Rule means SEC Rule 15c2-12, as amended from time to time.
SEC means the United States Securities and Exchange Commission.
B. Annual Reports.
The City shall file annually with the MSRB, (1) within six months after the end of each
fiscal year of the City ending in or after 2012, financial information and operating data with
respect to the City of the general type included in the final Official Statement authorized by
Section 20 of this Ordinance, being the information described in Exhibit D hereto, and (2) if not
provided as part such financial information and operating data, audited financial statements of
the City, when and if available. Any financial statements to be provided shall be (i) prepared in
accordance with the accounting principles described in Exhibit D hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation, and (ii)audited, if the City commissions an audit of such statements and the
audit is completed within the period during which they must be provided. If the audit of such
52738587.3 -28 -
financial statements is not complete within such period, then the City shall file unaudited
financial statements within such period and audited for the applicable fiscal year to the MSRB,
when and if the audit report on such financial statements becomes available. Under current
Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government
Code, the City must have its records and accounts audited annually and shall have an annual
financial statement prepared based on the audit. The annual financial statement, including the
auditor's opinion on the statement, shall be filed in the office of the City Secretary within 180
days after the last day of the City's fiscal year. Additionally, upon the filing of this financial
statement and the annual audit, these documents are subject to the Texas Open Records Act, as
amended,Texas Government Code, Chapter 552.
If the City changes its fiscal year, it will file notice thereof with the MSRB of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
C. Notice of Certain Events.
The City shall file notice of any of the following events with respect to the Bonds to the
MSRB in a timely manner and not more than 10 business days after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB), or other material notices or determinations with
respect to the tax exempt status of the Bonds, or other material events
affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds,if material;
(8) Bond calls, if material,and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) Rating changes;
52738587.3 -29 -
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation,or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the
ordinary course of business, the entry into of a definitive agreement to
undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material;
and
(14) Appointment of a successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material.
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing Governing Body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with the MSRB, in a timely manner, of any failure by the City
to provide financial information or operating data in accordance with this Section by the time
required by this Section.
D. Limitations, Disclaimers, and Amendments.
The City shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the City remains an"obligated person"with respect to the
Bonds within the meaning of the Rule, except that the City in any event will give notice of any
deposit that causes the Bonds to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
52738587.3 - 30
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY
OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing their obligations under this Section
shall constitute a breach of or default under this Ordinance for purposes of any other provision of
this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1)the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule,taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2)either (a)the holders of a majority in aggregate principal amount
(or any greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b)a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the holders and beneficial owners of the
Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the
City so amends the provisions of this Section, the City shall include with any amended financial
information or operating data next provided in accordance with this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
E. Information Format—Incorporation by Reference.
The City information required under this Section shall be filed with the MSRB through
EMMA in such format and accompanied by such identifying information as may be specified
from time to time thereby. Under the current rules of the MSRB, continuing disclosure
documents submitted to EMMA must be in word-searchable portable document format (PDF)
files that permit the document to be saved, viewed, printed, and retransmitted by electronic
means and the series of obligations to which such continuing disclosure documents relate must
be identified by CUSIP number or numbers.
52738587.3 - 31 -
Financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document) available to the public
through EMMA or filed with the SEC.
SECTION 37: Book-Entry Only System.
It is intended that the Bonds will be registered so as to participate in a securities
depository system(the DTC System)with the Depository Trust Company,New York,New York,
or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds
shall be issued (following cancellation of the Initial Bonds described in Section 7) in the form of
a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be
registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds
shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying
Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to
or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter
of Representations attached hereto as Exhibit D (the Representation Letter).
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any
broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to
time as securities depository (a Depository Participant) or to any person on behalf of whom such
a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without
limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have
no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede &
Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii)the
delivery to any Depository Participant or any other person, other than a registered owner of the
Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any
notice of redemption, or (iii)the delivery to any Depository Participant or any Indirect
Participant or any other Person, other than a Holder of a Bond, of any amount with respect to
principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person
other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond
certificate evidencing the obligation of the City to make payments of principal, premium, if any,
and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or
drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such
new nominee of DTC.
In the event that (a)the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b)the Representation Letter
shall be terminated for any reason, or(c) DTC or the City determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds,the City shall
notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability
within a reasonable period of time through DTC of bond certificates, and the Bonds shall no
longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that
time, the City may determine that the Bonds shall be registered in the name of and deposited
52738587.3 - 32 -
with a successor depository operating a securities depository system, as may be acceptable to the
City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do
not select such alternate securities depository system then the Bonds may be registered in
whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall
designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of, premium, if any, and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the Representation Letter.
SECTION 38: Further Procedures. The officers and employees of the City are hereby
authorized,empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, the Purchase Contract,
and the Official Statement. In addition, prior to the initial delivery of the Bonds, any Authorized
Official and Bond Counsel are hereby authorized and directed to approve any technical changes
or corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In
case any officer of the City whose signature shall appear on any certificate shall cease to be such
officer before the delivery of such certificate, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 39: Effective Date. Pursuant to the provisions of Section 1201.028, as
amended, Texas Government Code, this Ordinance shall be effective immediately upon
adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary
concerning a multiple reading requirement for the adoption of ordinances.
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52738587.3 - 33 -
PASSED,APPROVED AND ADOPTED on the 11th day of June, 2013.
CITY OF CORPUS CHRISTI, TEXAS
Nlic&z:44 ;zik
Mayor
ATTEST:
N--
City Secretary
(CITY SEAL)
APPROVED THIS 11`h DAY OF JUNE, 2013:
Warivotedj_.
Carlos Valdez, City Attorney
Schedule I—Approval Certificate
Exhibit A—Paying Agent/Registrar Agreement
Exhibit B—Purchase Contract
Exhibit C -Description of Annual Financial Information
Exhibit D—DTC Letter of Representations
52738587.2 S-1
THE STATE OF TEXAS )(
COUNTY OF NUECES )(
I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the
above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council
of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 11th day of
June, 2013, authorizing the issuance of the City's General Improvement Bonds, Series 2013,
which ordinance is duly of record in the minutes of said City Council, and said meeting was open
to the public, and public notice of the time, place and purpose of said meeting was given, all as
required by Texas Government Code, Chapter 551.
EXECUTED UNDER MY HAND AND SEAL of said City,this the 11th day of June,2013.
City Secretary
(CITY SEAL)
52738587.2 S-2
SCHEDULE I
APPROVAL CERTIFICATE
SEE TAB NO. 2
52738587.3 Schedule I-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
SEE TAB NO. 4
52738587.3 A-1
EXHIBIT B
PURCHASE CONTRACT
SEE TAB NO. 8
52738587.3 B-1
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 36 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section for each Year ending in and after 2011 are as specified
(and included in the Appendix or under the headings of the Official Statement referred to)below:
All quantitative financial information and operating data with respect to the City of the
general type included in Appendix A to the Official Statement under the headings "DEBT
PAYABLE FROM TAXES", "GENERAL REVENUES", "GENERAL EXPENSES", "AD
VALOREM TAXES",and"THE TAX INCREMENT FINANCING ACT", and in Appendix C.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to above.
52738587.3 C-1
EXHIBIT D
DTC LETTER OF REPRESENTATIONS
SEE TAB NO. 5
52738587.3 D-1