HomeMy WebLinkAbout031435 ORD - 05/15/2018 CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
§
COUNTIES OF NUECES,ARANSAS, §
KI.EBERG AND SAN PATRICIO §
§
CITY OF CORPUS CHRISTI §
TIIE UNDERSIGNED HEREBY CERTIFIES that:
I. On the 15th day of May, 2018, the City Council (the Council) of the City of
Corpus Christi, Texas (Ihe Ciry) convened in regular session at its regular meeting place at the
City Hall (the Meeting), the duly constituted members of the Council being as follows:
Joe McComb Mayor
Everett Roy Councilmember, District I
Ben Molina Councilmember, District 2
Lucy Rubio Councilmember, District 3
Greg Smith Councilmember, District 4
Rudy Garza Councilmember, District 5
Paulette Guajardo Councilmember, Al Large
Michael Hunter Councilmember, At Large
Debbie Lindsey-Opel Councilmember, At Large
and all of such persons were present at the Meeting, except the following: None
thus constituting a quorum. Among other business considered at the Meeting, the attached
Ordinance (the Ordinance)entitled:
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS
CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE
REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 20188"
IN AN AMOUNT NOT TO EXCEED $7,500,000 FOR THE PURPOSE OF
FINANCING COSTS ASSOCIATED WITH MAKING PERMANENT PUBLIC
IMPROVEMENTS TO TIIE CITY'S SOLID WASTE SYSTEM; PROVIDING
FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD
VALOREM TAX UPON ALI. TAXABLE PROPERTY WITHIN THE CITY
AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND
PLEDGE OF TIIE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM;
PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES
AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE
ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID
CERTIFICATES, INCLUDING APPROVAL AND DISTRIBUTION OF
AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING
THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND
A PURCHASE CONTRACT; COMPLYING WITH TI IF REQUIREMENTS OF
TI IF. LEITER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY
2949891.3
031435
INDEXED
TRUST COMPANY; ENACTING OTHER PROVISIONS INCIDENT AND
RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; AND
PROVIDING AN EFFECTIVE DATE
was introduced and submitted to the Council for passage and adoption. After present tion and due
consideration of the Ordinance, a motion was made by Councilmember U C
that the Ordinance be finally passed and adopted in accordance with the City's Home Rule Charter.
The motion was seconded by Councilmember C'10x70--, and carried by the following
vote:
voted"For" Q voted"Against" abstained
all as shown in the official Minutes of the Council 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 15th day of May, 2018.
City .ecretary, City of Corpus Christi,Texas
(SEAL)
29649891.3 2
ORDINANCE NO. 31435
AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI,
TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2018B" IN AN
AMOUNT NOT TO EXCEED $7,500,000 FOR THE PURPOSE OF
FINANCING COSTS ASSOCIATED WITH MAKING PERMANENT
PUBLIC IMPROVEMENTS TO TIIE CITY'S SOLID WASTE SYSTEM;
PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE
LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY
WITHIN TIIE CITY AND FURTHER SECURING SAID CERTIFICATES
BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE
SOLID WASTE SYSTEM; PROVIDING THE TERMS AND CONDITIONS
OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS
INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT,
SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES,
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
OF THE LETTER OF REPRESENTATIONS ON FILE WITH THE
---- - ---DEPOSITORY TRUST COMPANY; ENACTING OTHER PROVISIONS
INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS
ORDINANCE; AND PROVIDING AN EFFECTIVE DATE
WHEREAS. the City Council of the City of Corpus Christi, Texas (the City) has caused
notice to be given of its intention to issue certificates of obligation in the maximum principal
amount not to exceed$7,500,000 for the purpose or purposes of paying contractual obligations of
the City to he incurred for making permanent public improvements and for other public purposes
to the extent of availability of funds, to-wit: (I) the construction of improvements to the City's
solid waste facilities, including (without limitation) paying contractual obligations to be incurred
with respect to the construction of a waste disposal cell at the Cefe Valenzuela Landfill, (2) the
purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for
authorized needs and purposes relating to the aforementioned facilities; and (3)the payment of
professional services related to the design, construction, management and financing of the
aforementioned projects. This notice has been duly published in a newspaper hereby found and
determined to be of general circulation in the City,once a week for two(2)consecutive weeks,the
date of the first publication of such notice being not less than thirty(30)days prior to the tentative
date stated therein for the final passage of the ordinance authorizing the issuance of such
certificates of obligation; and
WHEREAS, the City Council hereby finds and determines that the actions authorized
hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and
29650028f
WHEREAS, no petition protesting the issuance of the certificates of obligation described
in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or
filed with the City Secretary prior to the date tentatively set in such notice for the passage of this
ordinance: and
WHEREAS,the City Council hereby finds and determines that certificates of obligation in
the principal amount of$7,490,000 described in such notice should be issued and sold at this time;
now,therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS THAT:
SECTION 1. Authorization-Designation-Principal Amount-Purpose. The certificates
of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of SEVEN MILLION FOUR HUNDRED NINETY THOUSAND AND NO/100
DOLLARS ($7,490,000), to be designated and bear the title of"CITY OF CORPUS CHRISTI,
TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION, TAXABLE SERIES 2018B" (the Certificates), for the purpose or purposes of
paying contractual obligations of the City to be incurred for making permanent public
improvements and for other public purposes to the extent of availability of funds, to-wit: (1) the
construction of improvements to the City's solid waste facilities, including (without limitation)
paying contractual obligations to be incurred with respect to the construction of a waste disposal
cell at the Cefe Valcnzuela Landfill, (2) the purchase of materials, supplies, equipment,
machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the
aforementioned facilities; and (3) the payment of professional services related to the design,
construction, management and financing of the aforementioned projects,pursuant to the authority
conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of
Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through
Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, and the City's
Home Rule Charter.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities- Interest Rates-Certificate Date. The Certificates are issuable in fully registered form
only; shall be dated June I, 2018 (the Certificate Date) and shall be issued in denominations of
$5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall
become due and payable on March 1 in each of the years and in principal amounts (the Stated
Maturities) in accordance with the following schedule:
Years of Principal Interest
Stated Maturity Amounts($) Rates(%)
2019 195,000 2.420
2020 270,000 2.777
2021 275,000 2.951
2022 285,000 3.174
2023 295,000 3.324
2024 305,000 3.546
29650029.6 -2-
Years of Principal Interest
Stated Maturity Amounts (S) Rates(%)
2025 315,000 3.646
2026 330,000 3.732
2027 340,000 3.732
2028 355,000 3.932
2029 370,000 4.032
2030 385,000 4.082
2031 400,000 4.132
*4** *#** *4**
2033 850,000 4.152
**** **** ****
2038 2,520,000 4.950
The Certificates shall bear interest on the unpaid principal amounts from the Closing Date
(anticipated to occur on or about June 14,2018),or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, 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 Certificates shall be payable semiannually
on March I and September 1 (each,an Interest Payment Date),commencing March I,2019,while
the Certificates arc Outstanding.
SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of,
premium, if any, and interest on the Certificates, 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 Certificates shall be without exchange
or collection charges to the Holder(as hereinafter defined)of the Certificates.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas, to serve as the initial Paying Agent/Registrar(the Paying Agent/Registrar) for the
Certificates 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 Certificates,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 Certificates are Outstanding, and any
successor Paying Agent/Registrar shall he (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.
29650028 6 -3_
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 Bolder of the Certificates 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 Certificates, due and payable by reason
of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the
Certificates 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 thereon,(ii)on the date of surrender of the Certificates
for purposes of receiving payment of principal thereof upon redemption of the Certificates or at
the Certificates' Stated Maturity, 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
Certificate 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.
Principal of and premium, if any, on the Certificates shall be payable only upon
presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust
office. Interest on the Certificates 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 Certificates(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
Certificates shall be a Saturday, 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 Certificates 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 Dare) 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 Dale - 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.
29n90286 -�{-
SECTION 4. Redemption.
A. Mandatory Redemption of Certificates. The Certificates stated to mature on March
1,2033 and March 1,2038 are referred to herein as the`Term Certificates". The Term Certificates
are subject to mandatory sinking fund redemption prior to their stated maturities from money
required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part,by
lot or other customary method, at the principal amount thereof plus accrued interest to the date of
redemption in the following principal amounts on March I in each of the years as set forth below:
Term Certificates Term Certificates
Stated to Mature Stated to Mature
on March 1, 2033 on March I, 2038
Principal Principal
Year Amount(S) Year Amount ($)
2032 415,000 2034 455,000
2033 435,000* 2035 480,000
2036 500,000
2037 530,000
2038 555,000*
------ - *Payable at Stated Maturity.
The principal amount of a Term Certificate required to be redeemed pursuant to the
operation of such mandatory redemption provisions shall be reduced, at the option of the City, by
the principal amount of any Term Certificates of such Slated Maturity which,at least 50 days prior
to the mandatory redemption date (1) shall have been defeased or acquired by the City and
delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and
cancelled by the Paying Agent/Registrar at the request of the City with money in the Certificate
Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth
below and not theretofore credited against a mandatory redemption requirement.
B. Optional Redemption. The Certificates having Stated Maturities on and after
March I. 2029 shall be subject to redemption prior to Stated Maturity, at the option of the City,on
March I, 2028, 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.
C. Exercise of Redemption Option. At least forty-five(45)days prior to a date set for
the redemption of Certificates (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 Certificates, 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
Certificates shall be entered in the minutes of the City Council.
29651X2X.fi -5-
D. Selection of Certificates fin Redemption. If less than all Outstanding Certificates
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 Certificates to be redeemed, provided that if less than the
entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat
such Certificate then subject to redemption as representing the number of Certificates Outstanding
which is obtained by dividing the principal amount of such Certificate by $5,000.
E. Notice of Redemption. Not less than thirty(30)days prior to a redemption date for
the Certificates, 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 Certificate to be redeemed, in whole or in part, at the address of the I folder 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. This notice may also be
published once in a financial publication, journal, or reporter of general circulation among
securities dealers in the City of Ncw 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).
All notices of redemption shall (i) specify the date of redemption for the Certificates,
(ii) identify the Certificates to he 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 Certificates, 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 Certificates, 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 Certificate 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 Certificate
(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 Certificates (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 Certificates(or the principal amount thereof to be redeemed)called for redemption
shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance
with the provisions of this Ordinance.
P. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar
shall be required (I) to transfer or exchange any Certificate during a period beginning forty-five
(45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange
any Certificate 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 Certificate which is
subject to redemption in part.
29650028.6 -6-
SECTION 5. Execution - Registration. The Certificates shall be executed on behalf of
the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and
attested by its City Secretary or Assistant City Secretary. The signature of either of said officers
on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time of the Certificate 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 Certificates to the Purchasers, all as authorized and
provided in Chapter 1201,as amended,Texas Government Code.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Section SC,executed by the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate
of registration substantially in the form provided in Section 3D, executed by the Paying
Agent/Registrar by manual signature, and either such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly certified or
registered and delivered.
SECTION 6. Registration-Transfer-Exchange of Certificates-Predecessor Certificates.
A Security Register relating to the registration, payment, transfer, or exchange of the Certificates
shall at all times be kept and maintained by the City at the corporate trust office of the Paying
Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security
Register the name and address of every owner of the Certificates, or if appropriate, the nominee
thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or
exchanged for Certificates of other authorized denominations upon the Security Register by the
Holder, in person or by his duly authorized agent, upon surrender of such Certificate 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 Certificate 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 Certificates executed on
behalf of, and furnished by, the City of authorized denominations and having the same Stated
Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates
surrendered for transfer.
At the option of the Holder, Certificates may be exchanged for other Certificates of
authorized denominations and having the same Stated Maturity, bearing the same rate of interest
and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender
of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar.
Whenever any Certificates are so surrendered for exchange, the City shall execute,and the Paying
Agent/Registrar shall register and deliver new, the Certificates executed on behalf of, and
furnished by, the City to the Holder requesting the exchange
All Certificates issued upon any transfer or exchange of Certificates shall be delivered at
the corporate trust office of the Paying Agent/Registrar,or be sent by United States registered mail
2965002X.6 -7-
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 Certificates surrendered upon such transfer or
exchange.
All transfers or exchanges of Certificates 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 I lolder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be Predecessor Certificates, evidencing all ora portion, as the case may be,
of the same debt evidenced by the new Certificate or Certificates registered and delivered in the
exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any
Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed,
or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed,or stolen Certificate.
SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued
initially either(i)as a single fully registered Certificate in the total principal amount of$7,490,000
with principal installments to become due and payable as provided in Section 2 and numbered T-1,
or (ii) as one (1) fully registered Certificate for each year of Stated Maturity in the applicable
principal amount, interest rate,and denomination and to be numbered consecutively from T-1 and
upward (the Initial Certificate) and, in either case, the Initial Certificate shall be registered in the
name of the Purchasers or the designee thereof The Initial Certificate shall be the Certificates
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 Certificate to the Purchasers,the Paying
Agent/Registrar,pursuant to written instructions from the Purchasers or their designee,shall cancel
the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of
authorized denominations, Stated Maturities, principal amounts and bearing applicable interest
rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, to Stated Maturity, 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 Certificates, 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 Certificates 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 Certificates, or any
7965002X,6 -8-
Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Hankers Association) and such
legends and endorsements (including 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
Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may
be set forth on the reverse thereof, with an appropriate reference thereto on the face of the
Certificate.
The definitive Certificates 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 Certificates as evidenced by their execution thereof, but the Initial
Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or
otherwise reproduced.
[7he remainder of this page intentionally left blank.)
2965002B.6
B. Foran of Definitive Certificate.
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
COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATE OF OBLIGATION, TAXABLE SERIES 201813
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.
June 1, 2018
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation
in the Counties of Nueces, Aransas, Kleherg, 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 Closing Date, or
from the most recent Interest Payment Date (defined below) to which interest has been paid or
duly provided for until such principal sum has become due and payment thereof has been made or
duly provided for, to the earlier of redemption or Stated Maturity,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, 2019 (each, an
Interest Payment Date).
Principal and premium, if any, of this Certificate 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 I(older of this Certificate (or one or more Predecessor Certificates.
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 Certificate 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 (folder hereof at the Ifolder's risk and expense.
29Mrx2g 6 -10-
This Certificate is one of the series specified in its title issued in the aggregate principal
amount of$7,490,000(the Certificates) pursuant to an Ordinance adopted by the governing body
of the City (the Ordinance), for the purpose or purposes of paying contractual obligations of the
City to be incurred for making permanent public improvements and for other public purposes to
the extent of availability of funds, to-wit: (I)the construction of improvements to the City's solid
waste facilities, including (without limitation) paying contractual obligations to be incurred with
respect to the construction of a waste disposal cell at the Cefe Valenzuela Landfill, (2) the
purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for
authorized needs and purposes relating to the aforementioned facilities; and (3)the payment of
professional services related to the design, construction, management and financing of the
aforementioned projects, pursuant to the authority conferred by and in strict conformity with the
laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended.
Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended,
.Texas Health and Safety Code,and the City's Home Rule Charter.
The Certificates stated to mature on March 1,2033 and March 1,2038 are referred to herein
as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund
redemption prior to their stated maturities from money required to be deposited in the Certificate
Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the
principal amount thereof plus accrued interest to the date of redemption in the following principal
amounts on March I in each of the years as set forth below:
Term Certificates Term Certificates
- Stated to Mature Stated to Mature
on March I, 2033 on March 1,2038
Principal Principal
Year Amount (Si Year Amount($)
2032 415,000 2034 455,000
2033 435,000* 2035 480,000
2036 500,000
2037 530,000
2038 555,000*
*Payable at Stated Maturity.
The principal amount of a Term Certificate required to be redeemed pursuant to the
operation of such mandatory redemption provisions shall be reduced, at the option of the City.by
the principal amount of any Term Certificates of such Slated Maturity which,at least 50 days prior
to the mandatory redemption date (1) shall have been defeased or acquired by the City and
delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and
cancelled by the Paying Agent/Registrar at the request of the City with money in the Certificate
Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth
below and not theretofore credited against a mandatory redemption requirement.
2%5002a0 -II-
The Certificates stated to mature on and after March I, 2029 may be redeemed prior to
theft Stated Maturities, at the option of the City, on March I, 2028, 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 AgenURegistrar) at the redemption
price of par plus accrued interest to the date of redemption; provided, however, that at least thirty
(30) days prior written notice shall be sent to the Holder of the Certificates to be redeemed by
United States mail, first-class postage prepaid, and subject to the terms and provisions relating
thereto contained in the Ordinance. If this Certificate 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 Certificate to the Paying Agent/Registrar at its corporate
trust office, a new Certificate or Certificates 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 Certificate (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 Certificate (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 he 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 Certificate 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 Certificate within forty-five(45)days of the dale 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 Certificates of this series are payable from the proceeds of an ad valorem tax levied
upon all taxable property within the City, within the limitations prescribed by law, and are further
payable from and secured by a lien on and pledge of the Pledged Revenues(identified and defined
in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the
City's solid waste management system(the System),such lien on and pledge of the limited amount
of Net Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues
securing payment of the currently outstanding Limited Pledge Obligations and any Prior Lien
Obligations,Junior Lien Obligations,Subordinate Lien Obligations,or Additional Limited Pledge
Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right
to issue Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and
Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the
Certificates are Outstanding, without limitation as to principal amount but subject to any terms,
conditions or restrictions as may be applicable thereto under law or otherwise.
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 and the revenues pledged for the payment of the Certificates; the terms and
conditions under which the City may issue Prior Lien Obligations, Junior Lien Obligations,
294500286 -12-
Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and
conditions relating to the transfer or exchange of the Certificates; the conditions upon which the
Ordinance may be amended or supplemented with or without the consent of the Holder;the rights,
duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon
which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof,
and deemed to be no longer 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 Certificate, 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 filly registered Certificates 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 Certificate
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 Dale -which shall be fifteen
(15) days after the Special Record Date) shall he 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 Certificate 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 issuance of the Certificates 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 Certificates by the levy of a tax and collection of
Pledged Revenues as aforestated. In case any provision in this Certificate 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 Certificate and the Ordinance shall be construed in accordance
with and shall be governed by the laws of the State of Texas.
29050028.6 -13-
IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under
its official seal.
CITY OF CORPUS CHRISTI,TEXAS
By
Mayor
ATTEST:
City Secretary
(CITY SEAL)
[The remainder of this page intentionally left blank)
296509286 -14-
C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on
Initial Certificate Only.
REGISTRATION CERTIFICATE. OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER OF
PUBIiC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Certificate 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 Certificates.
D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive
Certificates Only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued under the provisions of the within-mentioned
Ordinance; the Certificate or Certificates 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: The Bank of New York Mellon Trust
Company,N.A., Dallas, Texas,as Paying
Agent/Registrar
By:
Authorized Signature
'NOTE TO PRINTER: Print on Definitive Certificates.
2965 0028 M1 -15-
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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate 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 Certificate in every particular.
Signature guaranteed:
[The remainder glints page intentionally left blank.j
2965002x6 -16-
F. The Initial Certificate shall be in the form set forth in paragraph 13 of this Section
except that the form of a single fully registered Initial Certificate 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) first two paragraphs shall read as follows:
REGISTERED PRINCIPAL
REGISTERED AMOUNT
NO. T-1 $
United States of America
State of Texas
Counties of Nueces, Aransas, Kleberg, and San Patricio
CITY OF CORPUS CHRISTI,TEXAS
COMBINATION TAX AND LIMITED PLEDGE REVENUE
CERTIFICATE OF OBLIGATION, TAXABLE SERIES 20188
Certificate Date: Interest Rate Stated Maturity: CUSIP No.
June 1, 2018 As Shown Below As Shown Below
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, Slate 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 stated to
mature 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)
(or so much thereof as shall not have been paid upon prior redemption)and to pay interest on the
unpaid Principal Amounts hereof from the Closing Date(anticipated to occur on or about June 14,
2018), or from the most recent Interest Payment Date(defined below) to which interest has been
paid or duly provided for, until the principal amounts have become due and payment thereof has
been made or duly provided for, to the earlier of redemption or Stated Maturity, 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 I and September I of each year,commencing March 1, 2019
(each, an Interest Payment Date).
29650028.6 -17-
Principal of this Certificate shall he 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 The Bank of New York Mellon Trust Company, N.A., Dallas, Texas
(the Paying Agent/Registrar). Interest shall be payable to the Holder of this Certificate 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 Certificate 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
I folder 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. Form of Insurance Legend. If bond insurance is obtained by the City or the
Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an
appropriate legend as provided by the insurer to appear under the following header:
[BOND INSURANCE]
SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except
as otherwise expressly provided or unless the context otherwise requires: the terms defined in this
Section have the meanings assigned to them in this Section, and certain terms used in Section 44
of this Ordinance have the meanings assigned to them in Section 44 of this Ordinance,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 Additional Limited Pledge Obligations shall mean (i) any bonds, notes,
warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City
payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of
revenues is limited as further provided in Section 20 of this Ordinance, and (ii)any obligations
hereafter issucd to refund the foregoing as determined by the City Council in accordance with any
applicable law.
B. The term Authorized Representatives shall mean the City Manager of the City, an
Assistant City Manager, the City's Director of Financial Services, and the City Attorney (any of
the foregoing whether serving in a permanent or interim capacity).
C. The term Certificates shall mean the $7,490,000 "CITY OF CORPUS CIIRISTI,
TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF
OBLIGATION,TAXABLE SERIES 2018B"authorized by this Ordinance.
D. The term Certificate Fund shall mean the special Fund created and established by
the provisions of Section 10 of this Ordinance.
29650028 6 -18-
F. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas,
Kleherg,and San Patricio Counties, Texas and, where appropriate, the City Council of the City.
P. The term Closing Date shall mean the date of physical delivery of the Initial
Certificate in exchange for the payment of the agreed purchase price for the Certificates.
G. The term Collection Date shall mean,when reference is being made to the levy and
collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the
City become delinquent.
11. 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.
The term Depository shall mean an official depository bank of the City.
J. The term Fiscal Year shall mean the annual financial accounting period for the
System now ending on September 30th of each year; provided, however, the City Council may
change such annual financial accounting period to end on another date if such change is found and
determined to be necessary for accounting purposes or is required by applicable law.
K. 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, arc 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 Certificates.
L. The term Gross Revenues for any period shall mean all income and revenues
received by the City by virtue of its ownership and operation of the System, including, but not
limited to, its rentals, fees, and other revenues resulting from the ownership of the System,
including rentals received from leasing all or part of the System. However, it is expressly
recognized that any such lease must comply with the requirements of the Code and existing
regulations, published rulings, and court decisions.
29650028 6 -19-
M. The term Holder or f/alders shall mean the registered owner, whose name appears
in the Security Register, for any Certificate.
N. The term Interest Payment Date shall mean the date semiannual interest is payable
on the Certificates, being March I and September I of each year, commencing March 1, 2019,
while any of the Certificates remain Outstanding.
O. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation, or any similar obligations hereafter issued by the City that are payable,
in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net
Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the Net
Revenues of the System that may be pledged to the payment of any Prior Lien Obligations hereafter
issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing
the payment of the currently outstanding Limited Pledge Obligations (including the Certificates),
or any Additional Limited Pledge Obligations hereafter issued by the City,all as further provided
in Section 20 of this Ordinance and (ii)obligations hereafter issued to refund any of the foregoing
that are payable from and equally and ratably secured by a junior and inferior lien on and pledge
of the Net Revenues as determined by the City Council in accordance with any applicable law.
P. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid
obligations of the City that are payable, in part, from and secured by a pledge of and lien on the
Pledged Revenues of the System and designated as follows:
(I) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation. Series 2009", dated July 15, 2009, in the original
principal amount of$8,460,000;
(2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2010", dated July I, 2010, in the original
principal amount of$3,000,000; and
(3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2015", dated October I, 2015, in the
original amount of$10,020,000;and
(4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2016",dated December 1,2015, in the original
amount of$2,000,000; and
(5) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2016A", dated July 1, 2016, in the original
amount of$16,430,000: and
(6) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2017", dated May I, 2017, in the
original amount of$2,500,000; and
29651108 6 -20-
(7) "City of Corpus Christi, Texas Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Series 2018A", dated June I, 2018, in the original
amount of$14,315,000; and
(8) Upon issuance, the Certificates;
and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City
Council in accordance with any applicable law.
Q. The term Maintenance and Operating Expenses shall mean the expenses of
operation and maintenance, including all salaries, labor, materials, repairs and extensions
necessary to maintain and operate the System; provided, however, that only such repairs and
extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary
to keep the System in operation and render adequate service to the City and the inhabitants thereof,
or such as might be necessary to meet some physical action or condition which would otherwise
impair the security of any bonds or other obligations payable from and secured,in whole or in part,
by a lien on the Net Revenues derived from the ownership and operation of the System shall be
deducted in determining Net Revenues.
R. The term Net Revenues for any period shall mean the Gross Revenues of the System
less the Maintenance and Operating Expenses of the System.
S. The tenn Ordinance shall mean this ordinance as finally passed and adopted by the
City Council of the City.
'f. The term Outstanding when used in this Ordinance with respect to Certificates shall
mean, as of the date of determination, all Certificates issued and delivered under this Ordinance,
except:
(1) those Certificates canceled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation;
(2) those Certificates for which payment has been duly provided by the City in
accordance with the provisions of Section 29 of this Ordinance; and
(3) those Certificates that have been mutilated, destroyed, lost, or stolen and
replacement Certificates have been registered and delivered in lieu thereof as provided in
Section 25 of this Ordinance.
11. The term Pledged Revenues shall mean, while the Certificates remain Outstanding,
an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall be deposited,
allocated, and expended in accordance with Section 10 of this Ordinance.
V. The term Pledged Revenue Amount shall mean the total amount, not to exceed
$1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole
or in part by the City in any given Fiscal Year(however, any amounts transferred prior to the final
maturity date of the Certificates may not exceed the total amount of$1,000) to the Certificate
Fund.
29650028.R -21-
W. The term Prior Lien Obligations shall mean (i)any bonds, notes, warrants,
certificates of obligation or any similar obligations hereafter issued by the City that are payable
wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of
the Net Revenues of the System,all as further provided in Section 20 of this Ordinance,and(ii)any
obligations hereafter issued to refund the foregoing if issued in a manner so as to be payable from
and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the
System as determined by the City Council in accordance with any applicable law.
X. the term Purchasers shall mean the initial purchaser or purchasers of the
Certificates named in Section 26 of this Ordinance.
Y. The term Staled Maturity shall mean the annual principal payments of the
Certificates payable on March I of each year the Certificates are Outstanding as set forth in Section
2 of this Ordinance.
Z. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants,
certificates of obligation, or any similar obligations hereafter issued by the City that are payable,
in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net
Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of
the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations
or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and
pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge
Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter
issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations
hereafter issued to refund any of the foregoing that are payable from and equally and ratably
secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the
City Council in accordance with any applicable law.
AA. The term System shall mean a plant,composting process plant, incinerator, sanitary
landfill, transfer station, or other works and equipment that is acquired, installed, or operated to
collect, handle, store, process, recover material or energy from. or dispose of solid waste, and
includes sites for those works and equipment.
SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on
and to provide a sinking fund for the payment,redemption,and retirement of the Certificates,there
shall be and is hereby created a special fund to be designated "COMBINATION TAX AND
LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES
2018B INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and
maintained at the Depository,and money deposited in such fund shall be used for no other purpose.
Authorized Representatives of the City are hereby authorized and directed to make withdrawals
from the Certificate Fund sufficient to pay the purchase price or the amount of principal of,
premium, if any, and interest on the Certificates as the same become due and payable, or the
purchase price thereof,and shall cause to be transferred to the Paying Agent/Registrar from money
on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or
interest stated to mature on the Certificates, 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
29650028.6 -22-
Paying Agent/Registrar on or before the business day next preceding each interest and principal
payment date for the Certificates.
The City,at its sole discretion,may deposit the Pledged Revenue Amount to the Certificate
Fund. The Pledged Revenue Amount, if deposited,shall be expended annually to pay principal of
and interest on the Certificates as the same become due and payable. This Pledged Revenue
Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with
the provisions of the previous paragraph of this Section.
Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund
created and established by this Ordinance may,at the option of the City,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 creditor 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 Ranks, 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 any fund established pursuant to the provisions of this
Ordinance 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 Certificates.
SECTION I I. Tax Levy. To provide for the payment of the Debt Service Requirements
on the Certificates being (i) the interest on the Certificates 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 Certificates 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 Certificate Fund and are thereafter
pledged to the payment of the Certificates. 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 obligations of the City.
296500286 -23-
The amount of taxes to be provided annually for the payment of the principal of and interest
on the Certificates shall he determined and accomplished in the following manner:
A. Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year, the City Council shall determine:
(I) the amount of Debt Service Requirements to become due and payable on
the Certificates between the Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the next succeeding calendar year;
(2) the amount on deposit in the Certificate Fund after(a) deducting therefrom
the total amount of Debt Service Requirements to become due on Certificates prior to the
Collection Date for the ad valorem taxes to he levied and(b)adding thereto the amount of
the Pledged Revenues, if any, or any other lawfully available funds to be appropriated and
allocated during such year to pay such Debt Service Requirements, if any, prior to the
Collection Date for the ad valorem taxes to be levied;and
(3) the amount of Pledged Revenues, if any, or any other lawfully available
funds appropriated and set aside for the payment of the Debt Service Requirements on the
Certificates between the Collection Date for the taxes then to be levied and the Collection
Date for the taxes to be levied during the next succeeding Fiscal Year.
B. The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (1) above less the
sum total of the amounts established in paragraphs (2) and (3), after taking into consideration
delinquencies and costs of collecting such annual taxes.
SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that,
subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and
security of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations
hereafter issued by the City and (ii)the lien on and pledge of the Pledged Revenues(or such other
limited amount of excess Net Revenues of the System)to the payment and security of the currently
outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to
the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues
herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in
accordance with the terms and provisions hereof and be valid and binding without any physical
delivery thereof or further act by the City.
SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross
Revenues derived from the operation of the System shall be kept separate and apart from all other
funds, accounts and money of the City and shall he deposited as collected into the "CITY OF
CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND"
(the Revenue Fund). All money deposited in the Revenue Fund shall be pledged and appropriated
to the extent required for the following purposes and in the order of priority shown:
• First: to the payment of the reasonable and proper Maintenance and Operating
Expenses of the System required by statute or ordinances authorizing the issuance
29650028.6 -24-
of any indebtedness of the City to be a first charge on and claim against the Gross
Revenues of the System:
• Second: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Prior Lien Obligations hereafter issued by the City in accordance with the terms
and provisions of any ordinances authorizing their issuance;
• Third: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Junior Lien Obligations hereafter issued by the City in accordance with the terms
and provisions of any ordinances authorizing their issuance;
• Fourth: To the payment of the amounts that must be deposited in the special funds
and accounts created and established for the payment, security, and benefit of any
Subordinate Lien Obligations hereafter issued by the City in accordance with the
terms and provisions of any ordinances authorizing their issuance; and
• Fifth: To the payment of the amounts that may be deposited in the special funds
and accounts established for the payment of the currently outstanding Limited
Pledge Obligations, including the Certificates, and any Additional Limited Pledge
Obligations hereafter issued by the City in accordance with the terms and
provisions of any ordinances authorizing their issuance.
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments,
or making adequate and sufficient provision for the payment. security and benefit thereof, may be
appropriated and used for any other City purpose now or hereafter permitted by law.
SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City
hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal
and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund,
after the deduction of all payments required to be made to the special funds or accounts created
for the payment,security,and benefit of the(i)any Prior Lien Obligations,Junior Lien Obligations,
or Subordinate Lien Obligations hereafter issued by the City and (ii) the currently outstanding
Limited Pledge Obligations and any Additional Limited Pledge Obligations hereafter issued by
the City, any amounts budgeted to he paid therefrom in such Fiscal Year.
Accrued interest, if any,received from the Purchasers of the Certificates shall be deposited
to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates
shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment
income therefrom, from the sale of the Certificates not expended for authorized purposes shall he
deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise
required to be deposited in said fund from ad valorem taxes.
SECTION 15. 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
2965602H 6 -25-
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 16. Maintenance of System - Insurance. The City covenants and agrees that
while the Certificates remain Outstanding it will maintain and operate the System with all possible
efficiency and maintain casualty and other insurance(including a system of self-insurance)on the
properties of the System and its operations of a kind and in such amounts customarily carried by
municipal corporations in the State of Texas engaged in a similar type of business and that it will
faithfully and punctually perform all duties with reference to the System required by the laws of
the State of Texas. All money received from losses under such insurance policies, other than
public liability policies, are held for the benefit of the holders of the Certificates until and unless
the proceeds arc paid out in making good the loss or damage in respect of which such proceeds arc
received, either by replacing the property destroyed or repairing the property damaged, and
adequate provision for making good such loss or damage must be made within ninety (90) days
after the date of loss. The payment of premiums for all insurance policies required under the
provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this
Ordinance shall be construed as requiring the City to expend any funds which are derived from
sources other than the operation of the System but nothing herein shall be construed as preventing
the City from doing so.
SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders
of the Certificates that rates and charges for solid waste collection services afforded by the System
will be established and maintained to provide Gross Revenues sufficient at all times:
A. to pay,together with any other lawfully available funds,all operating,maintenance,
depreciation, replacement, betterment, and other costs incurred in the maintenance and operation
of the System, including, but not limited to, Maintenance and Operating Expenses;
B. to produce Net Revenues sufficient, together with any other lawfully available
funds,to pay (i) the interest on and principal of any Prior Lien Obligations hereafter issued by the
City as the same becomes due and payable and the amounts required to be deposited in any special
fund created and established for the payment,security, and benefit thereof; (ii) the interest on and
principal of any Junior Lien Obligations hereafter issued by the City as the same becomes due and
payable and the amounts required to be deposited in any special fund created and established for
the payment, security, and benefit thereof; (iii) the interest on and principal of any Subordinate
Lien Obligations hereafter issued by the City as the same becomes due and payable and the
amounts required to he deposited in any special fund created and established for the payment,
security, and benefit thereof; and (iv) the amounts that may be deposited in the special funds
established for the payment of the Limited Pledge Obligations or any Additional Limited Pledge
Obligations hereafter issued by the City; and
C. to pay other legally incurred indebtedness payable from the Net Revenues of the
System and/or secured by a lien on the System or the Net Revenues thereof.
SECTION 18. Records and Accounts - Annual Audit. The City further covenants and
agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate
and complete records and accounts pertaining to the operations of the System in which complete
29650028 6 -26-
and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363,
as amended, Texas Health and Safety Code, or other applicable law. The Holders of the
Certificates or any duly authorized agent oragents of the Holders shall have the right to inspect
the System and all properties comprising the same. The City further agrees that, following the
close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an
independent firm of certified public accountants. Expenses incurred in making the annual audit of
the operations of the System are to be regarded as Maintenance and Operating Expenses.
SECTION 19. 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 Certificate 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 Certificates 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.
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 20. Issuance of Prior Lien Obligations—Junior Lien Obligations—Subordinate
Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly reserves
the right to hereafter issue bonds,notes,warrants, certificates of obligation,or similar obligations,
payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net
Revenues of the System with the following priorities, without limitation as to principal amount,
but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances,
laws, or otherwise:
A. Prior Lien Obligations payable from and equally and ratably secured by a first and
prior lien on and pledge of the Net Revenues of the System;
B. Junior Lien Obligations payable from and equally and ratably secured by a lien on
and pledge of the Net Revenues that is junior and inferior to the lien on and pledge thereof securing
the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to
the lien on and pledge of the Net Revenues securing the payment of the Certificates and any
Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the
City; and
C. Subordinate Lien Obligations payable from and equally and ratably secured by a
lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge
thereof securing the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter
issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing,
in part, the payment of the currently outstanding Limited Pledge Obligations,the Certificates, and
any Additional Limited Pledge Obligations hereafter issued by the City; and
29450028 fi _27
D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited
amount of the Net Revenues in accordance with the provisions of the following paragraph.
Prior Lien Obligations, Junior Lien Obligations, and Subordinate Lien Obligations, if
issued, may be payable, in whole or in part, from Net Revenues (without impairment of the
obligation of contract with the holders of the currently outstanding Limited Pledge Obligations
and the Certificates) upon such terms and conditions as the City Council may determine.
Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged
Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in
the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations),
shall not in any event be construed to be payable from the Pledged Revenues authorized by this
Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited
Pledge Obligations to he budgeted and appropriated for the payment of the Certificates or in the
ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations.
However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the
payment of the Certificates, the limited Pledge Obligations and any Additional Limited Pledge
Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing
the payment of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien
Obligations hereafter issued by the City.
SECTION 21. Special Covenants. The City hereby further covenants that:
A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates
and has lawfully exercised said powers under the laws of the State of Texas, including power
existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of
Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through
Section 271.064, and the City's Home Rule Charter; and
13. other than for the payment of the currently outstanding Limited Pledge Obligations,
the Net Revenues of the System have not in any manner been pledged to the payment of any debt
or obligation of the City or of the System;
SECTION 22. Application of the Covenants and Agreements of the Prior Lien Obligations
Junior Lien Obligations, or Subordinate Lien Obligations. It is the intention of the City Council
and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants
contained herein bearing upon the management and operations of the System, and the
administration and application of Gross Revenues derived from the operation thereof, shall to the
extent possible be harmonized with like provisions, agreements, and covenants contained in the
ordinances authorizing the issuance of any Prior Lien Obligations, Junior Lien Obligations, or
Subordinate Lien Obligations hereafter issued by the City, and to the extent of any irreconcilable
conflict between the provisions contained herein and in the ordinances authorizing the issuance of
any Prior hien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter
issued, the provisions, agreements and covenants contained therein shall prevail to the extent of
such conflict and be applicable to this Ordinance, especially the priority of rights and benefits
conferred thereby to the holders of any Prior Lien Obligations, Junior Lien Obligations, or
Subordinate Lien Obligations hereafter issued. It is expressly recognized that prior to the issuance
of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations, the City
296500286 -28-
must comply with each of the conditions precedent contained in the ordinances authorizing the
issuance of the currently outstanding Limited Pledge Obligations and the Certificates, as
appropriate.
SECTION 23. 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 I folder appearing 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 [folders 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 he 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 24. Cancellation. All Certificates surrendered for payment,
redemption,transfer,exchange,or replacement,if surrendered to the Paying Agent/Registrar,shall
he promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying
Agent/Registrar and, if not already canceled, shall he promptly canceled by the Paying
Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation
any Certificates previously certified or registered and delivered which the City may have acquired
in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the
Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be
destroyed as directed by the City.
SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If(I) any mutilated
Certificate 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
Certificate, 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 Certificate has been acquired by a bona tide
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 Certificate,
a new Certificate 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 Certificate has become or is about to
become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay
such Certificate.
Upon the issuance of any new Certificate 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
29650028 6 -29-
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 Certificate issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether
or not the mutilated, destroyed, lost, or stolen Certificate 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 Certificates.
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 Certificates.
SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of
Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance
arc hereby sold by the City to Wells Fargo Bank,National Association,San Antonio,Texas,as the
authorized representative of a group of underwriters at a negotiated sale (the Purchasers, having
all the rights,benefits,and obligations of a Holder)in accordance with the provisions of a Purchase
Contract, dated May 15, 2018 (the Purchase Contract), attached hereto as Exhibit B and
incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Certificate
shall be registered in the name of the Wells Fargo Bank, National Association. The pricing and
terms of the sale of the Certificates are hereby found and determined to be the most advantageous
reasonably obtainable by the City. The Mayor and any 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 Certificates
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
Certificates. 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 May 15, 2018, in the
reoffering,sale and delivery of the Certificates 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 the City arc 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 Certificates.
29950028.6 -30-
Proceeds from the sale of the Certificates shall be applied as follows:
(I) Accrued interest, if any, received from the Purchasers shall be deposited
into the Certificate Fund. The City received an original issue reoffering premium from the
sale of the Certificates of $135,324.00 which is hereby allocated by the City in the
following manner: (I) $45,191.25 to pay the Purchasers' compensation,(2) $80,132.75 to
pay the costs of issuance,and(3)$10,000.00 shall be deposited to the project construction
fund.
(2) The amount of $7,500,000.00 (being principal of the Certificates in the
amount of$7,490.000.00 and a portion of the premium in the amount of$10,000.00 as
described above),derived from the sale of the Certificates,after making the deposits to the
Certificate Fund as described in (1) above, shall be used to pay costs of issuance or
deposited into the special construction account or accounts created for the projects to he
constructed with the proceeds of the Certificates. 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. The governing body of the City hereby
appropriates from this special construction account funds necessary to undertake these
capital projects for which the Certificates are issued (being those projects described in
Section I hereof). Interest earned on the proceeds of the Certificates 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 he expended in accordance with Section 14 of this Ordinance.
SECTION 27. Taxable Obligations. 'the Certificates are not "state or local bonds"within
the meaning of section 103(a)and(c)of the Internal Revenue Code of 1986,as amended;therefore,
the interest on the Certificates is not excludable from the gross income of the holders thereof for
federal income tax purposes.
SECTION 28. Control and Custody of Certificates. The Mayor of the City shall he 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
Certificates pending their approval by the Attorney General, the registration thereof by the
Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers.
Furthermore, each Authorized Representative is 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 Certificates, 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 advisor, bond counsel, and the Paying Agent/Registrar, make the necessary
arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange
thereof for definitive Certificates.
SECTION 29. 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 Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
2965002X.6 -31-
taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all
covenants, agreements, and other obligations of the City to the I folders shall thereupon cease,
terminate, and be discharged and satisfied.
Certificates, 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 Certificates or the principal amount(s) thereof at Stated Maturity or to 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,and/or(ii)Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities that 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 Certificates,or the principal amounts)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 dale thereof
In the event of a defeasance of the Certificates,the City shall deliver a certificate from its financial
advisor, the Paying Agent/Registrar, an independent accounting firm, 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 Certificates.
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 agent,
pw nuant to this Section which is not required for the payment of the Certificates,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 Certificates and
remaining unclaimed for a period of three(3)years after the Stated Maturity of the Certificates,or
applicable redemption date, 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 Certificates that is made in conjunction with the
payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided
that: (I) in the proceedings providing for such defeasance, the City expressly reserves the right to
call the de teased Certificates for redemption;(2)gives notice of the reservation of that right to the
owners of the defused Certificates 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
Certificates, after taking the redemption into account in determining the sufficiency of the
provisions made for the payment of the defeased Certificates.
SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the
Certificates is subject to their being furnished a final opinion of Norton Rose Ful bright US LLP,
San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the
29650028 h -32-
opinion to be dated and delivered as of the date of initial delivery and payment for the Certificates.
Printing of a true and correct copy of the opinion on the reverse side of each of the Certificates,
with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary
of the City is hereby approved and authorized.
SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on
the definitive Certificates shall be of no significance or effect as regards the legality thereof, and
neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly
printed or typed on the definitive Certificates.
SECTION 32. Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City
acknowledges that the covenants and obligations of the City herein contained are a material
inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the
Holders from time to time, binding on the City and its successors and assigns, and it shall not be
amended or repealed by the City so long as any Certificate 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 defector omission herein.
In addition, the City may, with the written consent of Holders holding a majority in aggregate
principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind
any of the provisions of this Ordinance; provided,however,that,without the consent of all!folders
of Outstanding Certificates, no such amendment, addition, or rescission shall (I) extend the time
or times of payment of the principal of and interest on the Certificates, 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 Certificates, (2) give any preference
to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of
Certificates required for consent to any such amendment, addition, or rescission.
SECTION 34. 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. Paying
Agent/Registrar, and the Holders.
SECTION 35. 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 36. 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.
296500286 -33-
SECTION 37. Severability. If any provision of this Ordinance or the application thereof
to any person or circumstance shall he held to he 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 38. 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 39. Incorporation of Preamble Recitals. The recitals contained in the preamble
hereof are hereby found to be true, and such recitals arc 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 of the City.
SECTION 40. 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,registration,
and transferability of the Certificates.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.
SECTION 41. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is 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 42. Unavailability of Authorized Publication. If, because of the temporary or
pennanent 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 43. No Recourse Against City Officials. No recourse shall he had for the
payment of principal of, premium, if any, or interest on any Certificate or for any claim based
thereon or on this Ordinance against any official of the City or any person executing any
Certificate.
SECTION 44. Continuing Disclosure Undertaking.
A. Definitions.
As used in this Section, the following terms have the meanings ascribed to such terms
below:
2965007X -34-
EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the
general public, without charge, on the intemet 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, (I) within six months after the end of each
fiscal year of the City ending in or after 2018,financial information and operating data with respect
to the System of the general type included in the final Official Statement authorized by Section 26
of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as
part of such financial information and operating data, audited financial statements of the City,
when and if available. Any financial statements so to be provided shall he (i) prepared in
accordance with the accounting principles described in Exhibit C 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 financial statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within such period,then the City shall file unaudited financial
statements within such period and audited financial statements for the applicable fiscal year to the
MSRB,when and if the audit report on such financial statements becomes available. finder 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 one hundred eighty
(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 arc 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 of such change(and of the date of the
new fiscal year end) with the MSRB 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 Certificates to
the MSRB in a timely manner and not more than 10 business days after occurrence of the event:
(I) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
29650024.6 -35-
(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 status of the
Certificates,or other material events affecting the tax status of the Certificates;
(7) Modifications to rights of holders of the Certificates if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Certificates, if material;
(II) Rating changes;
(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.
29650028.6 -36-
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
Certificates within the meaning of the Rule, except (hat the City in any event will give notice of
any deposit that causes (he Certificates to be no longer Outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Certificates, 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 Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREAC11 BY THE CITY, WI IETI1ER 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 its 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 Certificates in
the primary offering of the Certificates 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 Certificates 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
Certificates. 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
29650/128 6 -37-
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 Certificates in the primary offering of the Certificates, 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 he identified by CUSIP
number or numbers.
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 45. Book-Entry Only System,
The Certificates shall initially 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 Certificates shall
be issued (following cancellation of the Initial Certificate described in Section 7) in the form of a
separate single definitive Certificate. Upon issuance,the ownership of each such Certificate shall
be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding
Certificates 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 Certificates registered in the name of Cede& Co.,as nominee of DTC,
the City and the Paying Agent/Registrar shalt have no responsibility or obligation to any
broker-dealer, bank, or other financial institution for which DTC holds the Certificates 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 Certificates (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
Certificates, (ii) the delivery to any Depository Participant or any other person. other than a
296500286 -38-
registered owner of the Certificates, as shown on the Security Register,of any notice with respect
to the Certificates, 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 Certificate, of
any amount with respect to principal of, premium, if any, or interest on the Certificates. 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 Certificates that they be able to obtain certificated Certificates, 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
Certificates 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 Certificates shall be registered in the name
of and deposited 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 Certificates may
be-registered in whatever name or names the Holders of Certificates transferring or exchanging
the Certificates shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Certificate 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 Certificate and all notices with respect to
such Certificate shall be made and given, respectively, in the manner provided in the
Representation Letter.
SECTION 46. 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 Certificates, the Paying Agent/Registrar Agreement, the Purchase
Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates,
the Authorized Representatives 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 and as described in the Official Statement necessary in order to (i)
correct any ambiguity or mistake or properly or more completely document the transactions
contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond
rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's
office. In case any officer of the City whose signature shall appear on any certificate shall cease
29650026.6 -39-
to he 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 47. Automatic Budget Amendments to Reflect Final Debt Service Payments.
To the extent that the City Council has adopted an annual budget that includes payment of debt
service on any Certificates issued (or to be issued)pursuant to this Ordinance based on the City's
reasonable expectations and projections relative to those Certificates, such budget entries shall,
upon the issuance of Certificates,be automatically adjusted to reflect actual debt service payments
on those Certificates coming due during the period of time covered by such budget. Each
Authorized Representative, or the designee thereof, is authorized to make such necessary budget
entries and/or adjustments to reflect these final debt service amounts.
SECTION 48. City's Consent to Provide Information and Documentation to the Texas
MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership
corporation organized exclusively for non-profit purposes described in section 50l(c)(6) of the
Internal Revenue Code and which serves as a comprehensive financial information repository
regarding municipal debt issuers in Texas, requires provision of written documentation regarding
the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC
and in compliance with applicable law,the City hereby consents to and authorizes any Authorized
Representative, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the
Texas MAC information and documentation requested by the 'texas MAC relating to the
Certificates; provided, however, that no such information and documentation shall be provided
prior to the Closing Date. This consent and authorization relates only to information and
documentation that is a part of the public record concerning the issuance of the Certificates.
SECTION 49. 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.
[The remainder of this page intentionally left blank.]
29650028 n -40-
PASSED AND ADOPTED on the 15th day of May,2018.
CITY OF CORPUS CHRISTI,TEXAS
May.
ATTEST:
Ci Secretary
APPROVED THIS 15TH DAY OF MAY, 2018:
X
Miles Risley,City Attorn
(CITY SEAL)
29650028.5 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 15th
day of May, 2018, authorizing the issuance of the City's Combination Tax and Limited Pledge
Revenue Certificates of Obligation, Taxable Series 2018B, 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 15th day of May,
2018.
r, 4)-' - _� IEL
City Secretary
(CITY SEAL)
29650028.5
That the foregoing ordinance was read for the first time and passed to its second reading on
this the 8th day of May,2018, by the following vote:
Joe McComb Ben Molina 1 _, 1
Rudy Garza a(. Lucy Rubio S !,
Paulette Guajardo , Greg Smith VI i 1
Michael Hunter Everett Roy if
Debbie Lindsey-Opel I
_At_
That the foregoing ordinance was read for the second time and passed finally on this the 15t
day of May, 2018, by the following vote:
Joe McComb A ! Ben Molina _142_2
Rudy Garza t I / Lucyi
Rubio
Paulette Guajardo Sd! Smith Greg
Michael Hunter I V Everett Roy --(1,
Debbie Lindsey-Opel
----4—
PASSED AND APPROVED on this the 15th day of May, 2018.
ATTEST:
-J0- -C-1-- \ 1—j----W,t4-7\ A,'.. k/Gt, r).'e --
Re cca Huerta Jo .Comb
City Secretary Mayor
031435
INDEX OF SCHEDULES AND EXHIBITS
EXHIBIT A - Paying Agent/Registrar Agreement
EXHIBIT B - Purchase Contract
EXHIBIT C - Description of Annual Financial Information
EXHIBIT D - DTC Letter of Representations
296500286 I-I
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
SEE TAB NO. 3
29650028 6 A_I
EXHIBIT B
PI IRCIIASE. CONTRACT
SEE TAB NO. 7
29650028 6 B_I
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 44 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 are as specified(and included in the Appendix or under
the headings of the Official Statement referred to) below:
(1) The City's audited financial statements for the most recently concluded fiscal year
or to the extent these audited financial statements are not available, the portions of the unaudited
financial statements of the City appended to the Official Statement as Appendix B,but for the most
recently concluded fiscal year.
(2) All quantitative financial information and operating data with respect to the City of
the general type included in the Official Statement under Tables numbered I through 6 and 8
through 12 ("Financial Information").
Accounting Principles
The accounting principles referred to in such Section are generally accepted accounting
principles for governmental units as prescribed by the Government Accounting Standards Board
from time to time.
2965002X.6 C_I
EXHIBIT I)
Inc LE ITER OF REPRESENTATIONS
SEE TAB NO. 4
zaa+umxo I) I
Caller Times
pAr 04 THE USA TODAY vErwoRg
Certificate of NOTICE OF INTENTION
Publication TO ISSUE CITY OF
CORPUS CHRISTI,TEXAS
In Matter of Publication of: eEOBLIGATIONoF
NOTICE IS HEREBY GIVEN
that the City Council of the
City of Corpus Christi,Texas
will convene at its regular
meeting place in the City
Hall in Corpus Christi,Texas.
beginning at 11:30 A.M..
CORPUS CHRISTI Corpus Christi, Texas time
CITY OF CORPUS CHRISTI on Tuesday,May 8,2018,to
BOX 9277 inn.consideraat
at read-
PO10
A.M., Corpus Christi, Texas
CORPUS CHRISTI,TX 78469-9277 time on Tuesday, May 15,
2018,to consider at its sec-
ond and final reading the
passage of an ordinance or
ordinances and take such
other actions as may be
deemed necessary to autho-
rize the issuance of one or
State of Wisconsin) more series of certificates
of obligation in an aggre-
))§ gate principal amount not
County of Brown) to exceed$7.500,000 for the
purpose or purposes of pay-
contractual obligatins
I,being first duly sworn,upon oath depose and say that l am a legal oftheCity to be incurred for
clerk and employee of the publisher, namely, the Corpus Christi making permanent public
Caller-Times, a daily newspaper published at Corpus Christi in Improvements and for other
public purposes, to-wit: (1)
said City and State, generally circulated in Aransas, Bee, Brooks, the constructi
tonorimprove-
Duval, Jim Hogg, Jim Wells, Kleberg, Live Oak, Nueces, Refugio, meats to the City's solid
and San Patricia Counties, and that the publication of which the waste
ithouiaiim Canon)`Paying
..............annexed.is a true copy,was inserted in the Corpus Christi Caller- contractual obligations to
Times on the following dates: be incurred with respect to
the construction of a waste
disosalefe
March 25,2018 Valenzuela eLandfill, (2at the )the
April 1,2018 purchase of materials, sup-
plies. equipment, machin-
fac, tie; and(3 land,eand
' rights-of-way for authorized
needs and purposes relat-
ing to the aforementioned
eand ssi the pay-
ment of professional the dl ign,
Le a erk cons relatedcio , the design,
construction, manage-
ment
anat the
On this April 2, 018,I certify that the attached document is a true aforementioned`�nproI of
and exact copy made by publisher. The certific tesicofeo)lig 0
be payable from the levy of
,,,((( I an annual valorem tax,
"I Il q 'rl I within the ad aloithi pre-
scribed by-I scribed by law, upon all
taxable property within the
Notary Pu Ic, St a of Wisconsin, County of Brown City and from a lien on and
pledge of certain revenues
derived by the City from the
operation of the City's solid
waste management sys-
tem.The Certificates are to
be issued, and this notice
is given, under and pursu-
ant to the provisions of the
lllliiill l r7 Certificate of Obligation Act
o� q of 1971, as amended,Texas
o°,�y FEL Local Government Code
,z, c.„,. Y rh Section 271.041 through
-LSection 271.064,Subchapter
G of Chapter 363,as amend-
= 01AR y ed.Texas Health and Safety
2 / = Code, and the City's Home
�• = Rule Charter.
PUB�\Ci 2_ /s/Rebecca Huert
City Secretary
%t."‘'. .0÷�\ City of Corpus Christi,Texas
Ad#: 1964577 °o, OF Wlc'G ',*
PO.' itrnnmo0
#of Affidavits:0
•
NOTICE OF INTENTION
TO ISSUE CITY OF
CORPUS CHRISTI,TEXAS
CERTIFICATES OF
OBLIGATION
CO
NOTICE IS HEREBY GIVEN
eV that the City Council of the
City of Corpus Christi,Texas
will convene at its regular
�-} meeting place in the City
CL-
Hall in Corpus Christi,Texas,
Corpus nChr Christi,lTexas 1:30 tim.Me
on Tuesday, May 8, 2018, to
l`) consider at its first read-
ing, and beginning at 11:30
A.M., Corpus Christi, Texas
44- time on Tuesday, May 15,
2018, to consider at its sec
o� and and final reading the
passage of an ordinance or
ordinances and take such
other actions as may be
deemed necessary to autho-
rize the issuance of one or
more series of certificates
of obligation in an aggre-
gate principal amount not
to exceed$7,500,000 for the
purpose or purposes of pay-
ing contractual obligations
of the City to be incurred for
making permanent public
improvements and for other
public purposes, to-wit: (1)
the construction of improve-
ments to the City's solid
waste facilities, including
(without limitation) paying
contractual obligations to
be incurred with respect to
the construction of a waste
disposal cell at the Cefe
Valenzuela Landfill, (2) the
purchase of materials, sup-
plies, equipment, machin-
ery, landscaping, land, and
rights-of-way for authorized
needs and purposes relat-
ing to the aforementioned
facilities; and (3) the pay-
ment of professional ser-
vices related to the design,
construction, manage-
ment and financing of the
aforementioned projects.
The certificates of obliga-
tion (the Certificates) will
be payable from the levy of
an annual ad valorem tax,
within the limitations pre-
scribed by law, upon all
taxable property within the
City and from a lien on and
pledge of certain revenues
derived by the City from the
operation of the City's solid
waste management sys-
tem.The Certificates are to
be issued, and this notice
is given, under and pursu-
ant to the provisions of the
Certificate of Obligation Act
of 1971, as amended, Texas
Local Government Code
Section 271.041 through
Section 271.064,Subchapter
G of Chapter 363,as amend-
ed,Texas Health and Safety
Code, and the City's Home
Rule Charter.
/s/Rebecca Huert
City Secretary
City of Corpus Christi,Texas