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Agenda Packet City Council - 06/22/2010
11=1■IF 'INNEN"' 11' I■1 IMMIM literillftwo".010 11:45 A.M. - Proclamation declaring Sunday, ,June 27, 2010 as "Ms. Coastal Bend Senior Pageant Day" At Your Service" Award, City employee Recognition AGENDA CITY OF CORPUS CHRISTI REGULAR COUNCIL MEETING CITY HALL - COUNCIL CHAMBERS 1201 LEOPARD ST. CORPUS CHRISTI, TEXAS 78401 JUNE 22, 2010 12:00 P.M. PUBLIC NOTICE - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Members of the audience will be provided an opportunity to address the Council at approximately 400 p.m., or the end of the Council Meeting, whichever is earlier, Please speak into the microphone located at the podium and state your name and address, Your presentation will be limited to three minutes. if you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si Listed desea dirigirse al Concilio y cree que su ingles es limitedo, habre un interprete ingles- espailol en Codas las juntas del Concilio pars ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361- 826 -3105) at least 48 hours in advance so that appropriate arrangements can be made, A. Mayor Joe Adame to call the meeting to order. B. Invocation to be given by Dr. Sam Gutierrez, Th.D., Elder, Cornerstone Church. C. Pledge of Allegiance to the Flag of the United States. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. Mayor Joe Adame Mayor Pro Tem Larry Elizondo, Sr. Council Members: Chris N. Adler "Sre nt Chesney Key l Kieschnicik Priscilla Leal John Marez Nelda Marinez Mark Scott City Manager /'gel R. Escobar Cit Attorney :-C,' cez SeoreL^ y Armand3 aa?a Agenda Regular Council Meeting June 22, 2010 Page 2 CITY COUNCIL PRIORITY ISSUES (Refer tc ie;enc at :he end of he acenaa sumr-arvj E. MINUTES: 1. Approval of Regular Meeting of June 15, 2010. (Attachment # 1) F. BOARDS & COMMITTEE APPOINTMENTS: (NONE) G. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance; or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. H. CONSENT AGENDA Notice to the Public The following items are of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. CONSENT MOTIONS. RESOLUTIONS, ORDINANCES AND ORDINANCES FROM PREVIOUS MEETINGS: (At this point the Council will vote on all motions, resolutions and ordinances not removed for individual consideration.) Motion approving the !ease purchase of one (1) turf sprayer, one + `} top dresser and one (1) turf mower from Professional TuE t Products of Eu ess Texas for a total amount of 55.-3..4=1.79. of h v estimated 859 % eq reo c6.' .,F which h an 51,���.2 is �...,,L.� for the remainder of FY 2009 -2010. The award is based on the Cooperative Purchasing Agreement with the Texas Local Government Cooperative (TLGPC). Financing for the grounds maintenance equipment will be provided through the City's lease-purchase financing program. All units are additions to the fleet. (Attachment # 2) Agenda Regular Council Meeting June 22, 2010 Page 3 CITY COUNCIL PRIORITY ISSUES (Refer to iegena at th..e en,C of i''E ;enca summary) 3. Motion approving the purchase of police vehicle ancillary equipment from Fleet Safety Equipment, Inc., of Houston, Texas for a total amount of $52,827.41. The award is based on the Cooperative Purchasing Agreement with the Texas Local Government Cooperative (TLGPC). Funds have been budgeted by Maintenance Services in FY 2009 -2010. (Attachment # 3) 4. Motion authorizing the purchase of specialized equipment for a total amount of $126,235.96 utilizing funds from the 2008 Homeland Security Grant awarded to the City of Corpus Christi and budgeted in the Fire Grant Fund 1062. (Attachment # 4) 5. 6. a. Resolution ratifying the execution of a grant amendment by the City Manager received from the Texas Department of State Health Services for the Women, Infants, and Children (WIC) program to increase the reimbursement rate to $12.08 per participant served, resulting in an additional $6,750 in program income. (Attachment # 5) b. Ordinance appropriating a grant amendment in the amount of $6,750 from the Texas Department of State Health Services in the No. 1066 Health Grants Fund for the Women. Infants, and Children (WIC) program resulting from an increase in the reimbursement rate per participant served. (Attachment # 5) a. Resolution authorizing the City Manager, or his designee, to execute an Interlocal Agreement between the City of Corpus Christi and Nueces County to establish terms for the sharing of the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2010 Local Solicitation. (Attachment # 6) b. Resolution authorizing the City Manager, or his designee, to submit a gran application in the amount of 5247,695 to the U.S. Department of Justice-. Bur of Justice Assistance.. for irQfng eligible ''foe" the ErjVGru, Byrne i.lo"n;r'a Justice Assistance Grant (JAG) Program FY 7010 Loi l S i�cftali7n, 50% of the funds to be distributed to Nueoes County under the established interlocai Agreement. Grant funds will be used for the enhancement of law enforcement efforts by the Police Department and Nueces County. (Attachment # 6) Agenda Regular Council Meeting June 22, 2010 Page 4 CITY COUNCIL PRIORITY ISSUES (Refer to egend at the end cf :he agenda summon') 7. Resolution authorizing the City Manager or his designee to submit a grant application to serve as the Fiscal Agent for the Texas Department of Family and Protective Services (DFPS) FY 2010 -2011 78415 Community Youth Development (CYD) Program, with $503,500 DFPS Funding. (Attachment # 7) 8. 9. a. Motion authorizing the City Manager or his designee to execute documents necessary to purchase sculpture created by artist Sandi Stein during Festival of the Arts 2010 and authorize disbursement of $7,569.00 from the Permanent Art Trust Fund for such purchase. (Attachment # 8) b. Motion authorizing the City Manager or his designee to execute documents necessary to purchase painting created by artist Jill Pinkey during Festival of the Arts 2010 and authorize disbursement of $2,000.00 from the Permanent Art Trust Fund for such purchase. (Attachment # 8) a. Motion authorizing the City Manager or his designee to execute a geotechnical services agreement with Kleinfelder, Inc. of Corpus Christi, Texas in an estimated amount not to exceed $120,000 for the J.C. Elliott Landfill Groundwater Monitoring and Sampling Agreement — 2011. (Attachment # 9) b. Motion authorizing the City Manager or his designee to execute a geotechnical services agreement with Kleinfelder, Inc. of Corpus Christi, Texas in an estimated amount not to exceed $143,000 for the Cefe Valenzuela Landfill Groundwater Monitoring and Sampling Agreement — 2011. (Attachment # 9) Motion authorizing the City Manager or his designee to execute a Right -of -Way Easement [nsr:ment with D & E Development Corporation it •• The total a,; :unt of S88.582 for the c•: cuisition cf Parcel 9 containing 24.228 square feet of commercial and located at the southeast comer of Saratoaa Boulevard and Airline Road, necessary for the Airline Road Street Improvement Project — Saratoga Boulevard to Rodd Field Road. Project #5465, and for other municipal purposes. (BOND ISSUE 2008) (Attachment # 10) Agenda Regular Council Meeting June 22, 2010 Page 5 11. CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end Df The agenda summary; a. Motion to amend prier to second reading, the proposed ordinance amending Chapter 6, Animal Care and Control, Section 6 -105, entitled "Dead animal pickup service fee," to clarify that the service fees will be assessed and collected on a per visit basis. (Attachment # 11) b. Second Reading Ordinance - Amending the following provisions of Chapter 6 the Code of Ordinances: Section 6- 27, entitled "Fees," to establish fees for the issuance of a three -year registration; Section 6 -28, entitled "Term," to revise the section to include a new three -year registration; Section 6 -29, entitled "issuance and Wearing of Tag," to revise the fee for a replacement registration tag and establish a new fee for a replacement rabies tag; Section 6- 54, entitled "Fees," to revise permit fees; and Section 6 -126, entitled "Rabies Vaccination," to allow for a three -year rabies vaccine: creating new Section 6 -104 to establish fees for small animal traps and new Section 6 -105 to establish a dead animal pick -up service fee; providing for an effective date; providing for penalties; and providing for publication. (First Reading - 06115110) (Attachment # 11) EXECUTIVE SESSION: PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act: Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. In the event the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding office. 12. Executive Session under Texas Government Code Sec bn 551.071 r ec rcHng the CO c- Oorpus Christi, Texas vs. Friends of the Cci :se +um Cause No. 10-50455-4. in the County Cour at Law Number 4, Nueoes Ccur y. with possible iscussicn any+ action in open Session. Agenda Regular Council Meeting June 22, 2010 Page 6 CITY COUNCIL PRIORITY ISSUES (Refer ze tegenc at the end o:` the acenca summary) 13. Executive Session under Texas Government Code Section 551.071 regarding Friends of the Coliseum vs. City of Corpus Christi, Texas Cause No. 10- 000769, in the 250th District Court, Travis County, with possible discussion and action in open session. 14. Executive Session under Texas Government Code Section 551.071 regarding David Torres vs. City of Corpus Christi; Cause No. 13 -08- 00700 -CV; in the Thirteenth Court of Appeals, corpus Christi /Edinburg, Texas with possible discussion and action in open session. 15. Executive Session under Texas Government Code Section 551.071 regarding David Torres vs. City of Corpus Christi; Cause No. 13- 09- 00669 -CV; in the Thirteenth Court of Appeals, corpus Christi /Edinburg, Texas with possible discussion and action in open session. 16. Executive Session under Texas Government Code Section 551.071 regarding David Torres vs. City of Corpus Christi; Cause No. 09- 61260 -4; in the County Court at Law No. 4, Nueces County, Texas, with possible discussion and action in open session. 17. Executive Session under Texas Government Code Section 551.071 regarding David Torres vs. City of Corpus Christi; EEOC No. 36B -2009 -0015; with possible discussion and action in open session. J. PUBLIC HEARINGS: ZONING CASES: 18. Case No. 0510-02. N. M. Edificios, LL C: A change of zoning from the "l -2" Light Industrial District to the -3" Heavy industrial D strict resulting in a Change of and use from i_ight Industrial to Heavy Industrial use or; prope.t' desoribed as a 10172 acre (750.00 so ft) tract of and cut of a 32.4 ac "e tract of State Survey No. 402, James W. Ward, Original Grantee, Abstract No. 1031 and State Survey No. 316, J. R. Ward, Original Agenda Regular Council Meeting June 22, 2010 Page 7 CITY COUNCIL PRIORITY ISSUES (Refer to legend at _he end cf the agenda summary) Grantee, Abstract No. 1055; approximately 1,300 ft. east of the intersection of State Highway 44 (Agnes Road) and Ciarkwood Road. (Attachment # 18) Planning Commission and Staffs Recommendation: Denial of the "1 -3" Heavy Industrial District and in lieu thereof, approval of the "I- 2 " /SP" Light Industrial District with a Special Permit, subject to a Site Plan and four (4) conditions. ORDINANCE Amending the Zoning Ordinance, upon application by N. M. Edificios, LLC, by changing the Zoning Map in reference to a 0.0172 acre (750.00 so ft) tract of land of a 32.41 acre tract of State Survey No. 402, James W. Ward, Original Grantee, Abstract No. 1031 and State Survey No. 316, J. R. Ward, Original Grantee, Abstract No. 1055; from "1 -2" Light Industrial District to "I -2 /SP" Light Industrial District with a Special Permit to allow for two (2) UL 2085, above ground fuel storage tanks not to exceed 7,000 gallons, subject to a Site Plan and four (4) conditions; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; proving a penalty; providing for publication. 19. Case No. 0510 -04, Carl & Sherry Badalich: A change of zoning from the "AT" Apartment Tourist District to the "ATIPUD -2" Apartment Tourist District/Planned Unit Development on property described as Sunrise Shores, Block 1, Lots 1A and 3 located at 7349 State Highway 361 approximately 1.75 miles north of Fire Station #16. (Attachment # 19) Planning Commission and Staffs Recommendation: Approval of the "ATIPUD -2" Apartment Tourist District/Planned Unit Development. ORDINANCE Amending the Zoning Ordinance, upon application by Carl and Sherry Badalich, by charg €n :g Zc)n n Map r -e^ n �o i g fJ�a,� �� � sera ce Sunrise Shores, Block Lots 1A and 3, from "AT" Apartment Tourist Di sirint to ' A ! ^ UC -2 r Apartment T ourst District/Planned Unit Development for the purpose of creating a 23 unit Single - Family Townhouse Development; amending the Comprehensive Plan to account for any deviations from the existing Comprehensive Plan; providing a repealer clause; proving a penalty; providing for publication. Agenda Regular Council Meeting June 22, 2010 Page 8 CITY COUNCIL PRIORITY ISSUES {reefer to !egen4 at the end of the agenca summary) K. REGULAR AGENDA CONSIDERATION OF MOTIONS, RESOLUTIONS, AND ORDINANCES: 20. Resolution endorsing the Destination Bayfront Initiative to engage the public in a process to develop a citizen driven master plan for the public space in the area from McCaughan Park to Sherrill Park, including the City -owned adjacent property. (Attachment # 20) 21. Motion authorizing the City Manager, or his designee, to execute a construction contract with Garrett Construction Co., Inc. of Corpus Christi, Texas in the amount of $322,094.35 for Laguna Shores Road Rehabilitation Offsite Wetlands Mitigation for the Total Base Bid. (BOND ISSUE 2004) (Attachment # 21) 22. Motion authorizing the City Manager, or his designee, to execute a construction contract with Austin Engineering Company of Austin, Texas, in the amount of $1,076,170 for the Base Bid and Additive Alternate Nos. 1, 2, 3, and 4 for the Greenwood Wastewater Treatment Plant Lift Station Improvements Project. (CIP) (Attachment # 22) 23. Motion authorizing the City Manager, or his designee, to execute a Real Estate Sales Contract with Michael P. Devaney and wife Edna M. Devaney, in the amount of $675,000, plus additional expenditures not to exceed $3,000 for related closing costs, for the purchase of a warehouse property for the Fire Department located at 1501 Holly Road in connection with the Public Safety Warehouse for Police and Fire Departments. Project No. 5244. (BOND ISSUE 2008) (Attachment # 23) 24. a. Motion authorizing the appointment of SAMCO Capital Markets. Inc. as Sole Underwriter for the City of Corpus Christi, Texas Combination Tax and S.:rtilus Airport Rsver;ue Certificate of Obligation Taxable Series 2310. Attaohrnerlt ` 24) b. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Taxable Series 2010" in an amount not to exceed $5,500,000 for the purpose of Agenda Regular Council Meeting June 22, 2010 Page 9 25. CITY COUNCIL PRIORITY ISSUES (Refer to ;egend at t1-..e end or The agenda s::mmary) financing costs associated with making permanent public improvements to the City's Airport System; providing for the payment of said Certificates by the levy of an Ad Valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Airport 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; authorizing the execution of a Paying Agent/Registrar Agreement and a Purchase Contract; complying with the requirements of the Letter of Representations with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this Ordinance; and providing an effective date. (Attachment # 24) a. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010 (Convention Center )" in an amount not to exceed $3,000,000 for the purpose of financing costs associated with making permanent public improvements to the City's Convention Center and the Selena Auditorium; providing for the payment of said Certificates by the levy of an Ad Valorem Tax upon all taxable property within the 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: authorizing the execution of a Paving Agent /Registrar Agreement and a Purchase Contract; complying with the requirements of the Letter c.-,f Representations with the Depository Trust ust Company; delegating the authority to the Mayor and certain members of the City Staff to execute c stain documents Agenda Regular Council Meeting .tune 22, 2010 Page 10 26. 27. CITY COUNCIL PRIORITY ISSUES (Refer to ;egend at :ne no of the agenda summary; relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this Ordinance; and providing an effective date. (Attachment #25) b. Resolution authorizing the deposit of $2,000 in revenues from the City's Solid Waste System into the interest and Sinking Fund for each series of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation additionally secured by a limited pledge of certain of the City's Solid Waste System revenues, the purpose of such deposits being the extinguishment of the lien on such revenues additionally securing the identified debt obligations; enacting other provisions incident and related to the subject and purpose of this resolution; and providing an effective date. (Attachment # 25) a. Motion authorizing the appointment of M. E. Allison as Financial Advisor for the City of Corpus Christi, Texas, City of Corpus Christi, Texas General Improvement Bonds, Series 2010. (Attachment # 26) b. Ordinance authorizing the issuance of the "City of Corpus Christi, Texas General Improvement Bonds, Series 2010" in an amount not to exceed $13,700,000 and levying an annual Ad Valorem Tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a Paying AgentfRegistrar Agreement and a Purchase Contract; complying with the requirements imposed by the Letter of Representations previously executed with the Depository i r ust Company; delegating the authority to the Mayor and ovrtakn members of the City Staff to e xeoute certain documents rei n the sale o.�i the Bonds; and providing relating to the effective date. (Attachment # 26) a. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy — Build America Bonds )" in a Agenda Regular Council Meeting June 22, 2010 Page 11 CITY COUNCIL PRIORITY ISSUES (Refer :o legend at the eno of the agenda summary) maximum amount not to exceed $75,000,000; making provisions for the payment and security thereof on a parity with certain currently outstanding obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a Paying Agent/Registrar Agreement and a Purchase Contract; complying with the requirements imposed by the Letter of Representations previously executed with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the Bonds; and providing an effective date. (Attachment # 27) b. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A" in an amount not to exceed $75,000,000; making provisions for the payment and security thereof on a parity with certain currently outstanding obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a Paying Agent/Registrar Agreement and a Purchase Contract: complying with the requirements irnposed by the Letter of Representations previously executed with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the Bonds; and providing an effective date. (Attachment # 27) L .-t c_ Ordinance auth:Hzing the. issuance of `O tv of Oorp s Christi, Texas Ltili`y System Rc v en ua Refunding E cr ds, Series 23106" in an amount not to exceed c ; 2.5O J YJ: making provisions for the paymen' and security thereof on a parity with certain currently outstanding obligations: stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters Agenda Regular Council Meeting June 22, 2010 Page 12 CITY COUNCIL PRIORITY ISSUES iRefer tc !egend at me er.c cite agelda summary incident and related to the issuance, sale, and delivery of the Bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a Paying Agent/Registrar Agreement, and Escrow Deposit Letter, and a Purchase Contract; complying with the requirements imposed by the Letter of Representations previously executed with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the Bonds; and providing an effective date. (Attachment # 27) L. SPECIAL BUDGET PRESENTATION: Public comment will not be solicited an Presentation items. 28. Proposed FY 2010 -2011 Operating Budget: Enterprise Funds (Attachment # 28) M. OTHER PRESENTATIONS: 29. Hurricane Preparedness Briefing 2010 (To be considered at approximately 2 :00 p.m.) (Attachment # 29) N. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 4:00 P.M., OR AT THE END OF THE COUNCIL MEETING, WHICHEVER IS EARLIER. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. IF YOU PLAN TO ADDRESS THE COUNCIL DURING THIS TIME PERIOD, PLEASE SIGN THE FORM AT THE REAR OF THE COUNCIL CHAMBER. GIVING YOUR NAME, ADDRESS AND TOPIC. (A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. if you have a petition or other information pertaining to your subject, please present it to the City Secretary.) PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: I. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. Agenda Regular Council Meeting June 22, 2010 Page 13 CITY COUNCIL PRIORITY ISSUES (Refer `.o'ecend at the end of the agenda sar-)mar;', 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY 1S NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. O. CITY MANAGER'S COMMENTS: (NONE) P. ADJOURNMENT: POSTING STATEMENT: This agenda was posted on the City's official bulletin bo d at the front entrance to City Hall, 1201 Leopard Street, at .3•4` p.m., on June 17, 2010. 4 l) `J Armando Chapa City Secretary NOTE: The City Council Agenda can be found on the City's Home Page at www.cctexas.com on the Thursday before regularly scheduled council meetings. if technical problems occur, the agenda will be up caded on the lnte> net by the Friday. Symbols used to highlight action items that implement council goals are on attached sheet. City Council Goals 2009 -2011 1T arpia Christi Economic Development Strategic Plan Coliseum Plan Development Process Improvement Support Public Safety Garwood Water Plan Develop Street Plan Community Pride Sustainability and Renewable Energy 1 MINUTES CITY OF CORPUS CHRISTI, TEXAS Regular Council Meeting Jur'e 15, 2013 - 1. :00 a.m. RESENT Mayor Joe Adame Mayor Pro Tem Larry Elizcndo, Sr. Council Members: City Staff: Chris Adler City Manager Angel R. Escobar Brent Chesney City Attorney Carlos Valdez Kevin Kieschnick City Secretary Armando Chapa Priscilla Leal John Marez* Nelda Martinez ABSENT Mark Scott *Arrived at 1:38 p.m. Mayor Adame called the meeting to order in the Council Chambers of City Hall. The invocation was delivered by Reverend Florence Phillip, Ph.D. with Unity by the Sea and the Pledge of Allegiance to the United States flag was led by Council Member Kieschnick. City Secretary Chapa called the roll and verified that the necessary quorum of the Council and the required charter officers were present to conduct the meeting. Mayor Adame called for approval of the minutes of the regular Council meeting of June 8, 2010. A motion was made and passed to approve the minutes as presented. * * * * * * * * * * * * Mayor Adame called for consideration of the consent agenda (Items 2 - 11). Mayor Adame announced that item 10 was withdrawn by staff. There were no comments from the public. Council members requested that Items 2, 3, and 6 be pulled for individual consideration. City Secretary Chapa polled the Council for their votes as follows: 4. ORDINANCE NO 028631 Ordinance appropriating payments from Nueces County, in the amount of $15,500, from the City of Corpus Christi, in the amount of $31,000, and from San Patricia County, in the amount of 521,000, in the No. 1066 Health Grants Fund, as the fiduciary agent on behalf of the Regional Health Awareness Board, for services to be provided by the board. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting "Aye "; Marez and Scott were absent. Minutes -- Regular Council Meeting June 15, 2010 — Page 2 5.a. MOTION NO. 2010 -13" Motion authorizing the City Manager cr his designee to accept a grant in the amount of $29,573.28 from the State of Texas, Criminal Justice Division for funding available under the Recovery Act — Violence Against Women Act (VAWA) for the Police Department's Family Violence Unit and to execute all related documents. The foregoing motion was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting "Aye "; Marez and Scott were absent. 5.b. ORDINANCE NO, 028632 Ordinance appropriating $29,573.28 from the State of Texas, Criminal Justice Division in the No, 1061 Police Grants Fund for funding available under the Recovery Act -- Violence Against Women Act (VAWA) for overtime, training supplies, database to track assault victims, and mileage. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting "Aye "; Marez and Scott were absent. 7.a. RESOLUTION NO. 028634 Resolution authorizing the City Manager or his designee to execute an amendment to the grant agreement with the Texas Commission on Environmental Quality (TCEQ) to add an amount of $258,270.74 Fiscal Year 2010 funds for air quality research, planning, and pollution prevention activities. The foregoing resolution was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting "Aye "; Marez and Scott were absent. 7.b. ORDINANCE NO. 028635 Ordinance appropriating $258,270.74 from the Texas Commission on Environmental Quality (TCEQ) in the No. 1071 Community Enrichment Grant Fund for activities under (1) the air quality research and planning program, and (2) the pollution prevention partnership and educational outreach program. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting "Aye "; Marez and Scott were absent. 7.0. RESOLUTION NO 028636 Resolution authorizing the City Manager or his designee to execute Amendment No. 3 to the Interlocal Agreement with Texas A &M University - Corpus Christi (TAMUCC) to add an amount of $87,235 Fiscal Year 2010 funds reimbursable under TCEQ Grant 582 -8- 86230, to extend the pollution prevention partnership and educational outreach program. Minutes — Regular Council Meeting June 15, 2010 — Page 3 The foregcing resok:ticn was passed and approved with the following vote: Adame, Adler. Clbes7ev, E;izondc, K:es ;r:ic .. Baal and ,filar: rez. voting "Aye "; Marez and Scott were absent. 7.d. RESOLUTION NO 028637 Resolution authorizing the City Manager or his designee to execute Amendment No. 3 to the Interlocal Agreement with Texas A &M University -- Kingsville (TAMUK) to add an amount of $149,903.34 Fiscal Year 2010 funds reimbursable under TCEQ Grant 582 -8- 86230, to extend the air quality research and planning program. The foregoing resolution was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting "Aye "; Marez and Scott were absent. 8. RESOLUTION NO. 028638 Resolution authorizing the City Manager or his designee to execute all documents necessary to request continued financial assistance for beach cleaning and maintenance on North Padre island and Mustang island during FY 2010 -2011 under the Texas General Land Office's Cleaning and Maintenance Assistance Program. The foregoing resolution was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leaf, and Martinez, voting "Aye "; Marez and Scott were absent. RESOLUTION NO. 028639 Resolution dedicating resources, with the commitment of American Bank Center at a cost cf $15,000, to support the City of Corpus Christi's Bid for the 2014 Joint Institute and Trade Show of the Texas Recreation and Park Society with the Texas Park and Wildlife Department and Southwest Region of the National Recreation and Park Association, to be held in Corpus Christi February 18 through February 21, 2014, and providing for an effective date. The foregoing resolution was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting "Aye "; Marez and Scott were absent. 10.a. WITHDRAWN waterline. 10.b. WITHDRAWN Minutes — Regular Council Meeting June 15, 2010 — Page 4 11.a. RESOLUTION NC. C25640 Resolution approving a schedule of new and increased spay /neuter clinical charges. The foregoing resolution was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting "Ayer; Marez and Scott were absent. 11.b. FIRST READING ORDINANCE Amending the following provisions of Chapter 6 the Code of Ordinances: Section 6 -27, entitled "Fees," to establish fees for the issuance of a three -year registration; Section 6 -28, entitled "Term," to revise the section to include a new three -year registration; Section 6 -29, entitled "Issuance and Wearing of Tag," to revise the fee for a replacement registration tag and establish a new fee for a replacement rabies tag; Section 6 -54, entitled "Fees," to revise permit fees; and Section 6 -126, entitled "Rabies Vaccination," to allow for a three -year rabies vaccine: creating new Section 6 -104 to establish fees for small animal traps and new Section 6 -105 to establish a dead animal pick -up service fee; providing for an effective date; providing for penalties; and providing for publication. The foregoing ordinance was passed and approved on its first reading with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting "Aye "; Marez and Scott were absent. Mayor Adame opened discussion on Item 2 regarding the lease purchase of a skid steer loader with attachments. Council Member Adler asked whether this equipment was only limited to use at Corpus Christi Beach and the seawall. Interim Director of Parks and Recreation Stacie Talbert explained that the steer loaderwill be primarily used at Corpus Christi Beach and the seawall but will be used throughout the park system. City Secretary Chapa polled the Council for their votes as follows: 2. MOTION NO. 2010 -132 Motion approving the lease purchase of one (1) Skid Steer loader with attachments from Bobcat Company, of West Fargo, North Dakota for a total amount of $77,270.00. The award is based on the Cooperative Purchasing Agreement with the Texas Local Government Cooperative (TLGPC). Financing for the Skid Steer loaderwill be provided through the City's lease- purchase financing program. This unit is an addition to the fleet. The foregoing motion was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting 'Aye "; Marez and Scott were absent. Mayor Adame opened discussion on Item 3 regarding a professional services agreement with Yaron G. Rabinowitz for professional psychologist services. In response to Council Member Adler, Procurement Manager Paul Pierce explained that $641,800 is the estimated amount over a five year period. City Secretary Chapa polled the Council for their votes as follows: 3. MOTION NO. 2010 -133 Motion approving a professional services agreement for the services of a professional psychologist with Yaron G. Rabinowitz.❑ of Corpus Christi, TX, for an estimated amount Minutes - Regular Council Meeting June 15, 2010 - Page 5 of $641,800 cf which 510,696.6' is required in FY C;2-10. The terrn of the will be for give years Funding is availaoie in ;he. venera] .4i.irc.:c ; Funds -Y G ^d will de requested in suture fiscal years. The foregoing motion was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal. and Martinez, voting "Aye'; Marez and Scott were absent. Mayor Adame opened discussion on Item 6 regarding a grant application to the U.S. Department of Justice, COPS Office, for the COPS Hiring Recovery Program. Council Member Kieschnick asked how approval of this item would affect the budget to include funding for 10 additional officers. Police Chief Troy Riggs explained that the proposed budget will not be affected because the academy will begin in August 2011 but the officers Minot graduate until 2012. Council Member Leal requested a list of police and all city employees eligible for retirement. In response to Council Member Martinez, Interim Assistant City Manager Cindy O'Brien stated that if the City is awarded the grant for the 36 -month period, the City is required to retain the 10 officers for a minimum of 12 months. Ms. O'Brien added that after the three year grant expires, staff will present alternate sources of funding to assume funding for the additional officers. City Secretary Chapa polled the Council for their votes as follows: 6. RESOLUTION NO. 028633 Resolution authorizing the City Manager or his designee to submit a grant application in the amount of $2,328,090 to the U. 5. Department of Justice, COPS Office, for the COPS Hiring Recovery Program (CHRP) to hire 10 additional police officers within the Police Department and authorizing the City Manager or his designee to apply for, accept, reject, or terminate the grant. The foregoing resolution was passed and approved with the following vote: Adame, Adler, Chesney, Elizondo, Kieschnick, Leal, and Martinez, voting "Aye ", Marez and Scott were absent. * * * * * * * * * * * * * Mayor Adame announced the executive sessions, which were listed on the agenda es follows: 12. Executive Session under Texas Government Code Section 551.071 regarding Friends of the Coliseum vs. City of Corpus Christi, Texas Cause No. 10- 000769, in the 250th District Court, Travis County, with possible discussion and action in open session. The Council went into executive session. The Council returned from executive session. Mayor Adame advised the public that no action was taken in executive session or will he taken it 3 open session. * * * * * * * * * * ** Mayor Adame opened discussion on Item 13 regarding the FY2010 -2011 Crime Control and Prevention District Budget. Police Administration Manager Pat Eldridge reported that the Crime Control and Prevention District budget was presented at the last meeting. Ms. Eldridge was available to respond to questions. —5— Minutes — Regular Council Meeting June 15, 2010 — Page 6 The were no comments from the audience. City Secretary Chapa polled the Council for their votes as follows: 13. RESOLUTION NO 028641 Resolution approving the FY 2010 -2011 budget for the Corpus Christi Crime Control and Prevention District. The foregoing resolution was passed and approved with the following vote: Adame, Adler, Kieschnick, Leal, and Martinez, voting "Aye "; Chesney, Elizondo, Marez, and Scott, voting "Aye ". Mayor Adame opened discussion on Item 14 regarding an agreement to lease 209 DataLux Mobile Data computers. Director of Municipal Information Systems (MIS) Michael Armstrong explained that this item is for the lease of 209 mobile data computers to replace the current system for the Police and Fire Departments. There were no comments from the audience. City Secretary Chapa polled the Council for their votes as follows: 14. MOTION NO. 2010 -135 Motion authoring the City Manager or his designee to execute all documents necessary to lease 209 DataLux Mobile Data Computers from Austin Ribbon and Computer of Austin, Texas for four years for a cost not to exceed $ 1,665,874.04 over the four year term, of which $37,723.14 is required in FY 2009 -2010. Austin Ribbon and Computer is a State of Texas vendor number 174 - 233 -9797 -900. The foregoing motion was passed and approved with the following vote: Adame, Adler, Chesney, Kieschnick, Leal, and Martinez, voting "Aye "; Elizondo, Marez, and Scott, voting "Aye„ Mayor Adame opened discussion on Item 15 regarding an amendment to the lease agreement with TRT Hotel Company LLC (Omni Hotels Management Corporation). Interim Director of Parks and Recreation Stacie Talbert provided a brief overview of the amendments to the lease agreement including changes to the hours of operation and the restroom facilities; and rental payment considerations. The following topics pertaining to this item were discussed: monitoring of the hours of restroom operation; the entity responsible for the maintenance of the restrooms; the barricades blocking the jetty walk; and the credits to the Omni Hotel. Mayor Adame called for comments from the audience. Abel Alonzo, 1701 Thames, asked whether the restroom were ADA compliant. Ms. Talbert responded in the affirmative. City Secretary Chapa polled the Council for their votes as follows: 15. ORDINANCE NO. 028642 Ordinance authorizing the City Manager to execute an amendment to the lease agreement with TRT Hotel Company LLC (now Omni Hotels Management Corporation) for use of McGee Beach Concession building to provide for schedule for concession operation, and provide for operation of restroom outside hours of concession operation in exchange for $10 per hour credit toward monthly rental payment; approving assignment of lease agreement to Omni Hotels Management Corporatiof S- Minutes — Regular Council Meeting June 15, 201 0 — Page 7 An ewerge. cvwas declared, 2'd :he fcreggoin :-.1 casseC ..vorc'vev with the fcllow:rg 'rote: r,: ame, Adier. Chesney. Elizondc, �cs .h: •:lok. Leal cr: N. rn ez c tl ny "Aye", Marez and Scott were acsent. * * ** * * * * * * ** * Mayor Adame referred to Item 16 regarding the proposed FY2010 -2011 Operating Budget: General Fund, Part 2. Assistant City Manager Oscar Martinez advised the Council that staff is postponing the implementation of the proposed four day work week pilot program until August 1st to allow staff to evaluate the proposal and present a plan to Council. Mr. Martinez also clarified that the budget included an appropriation of $18,000 to the Sister City Program and staff is recommending the removal of that appropriation unless directed by Council. Mr. Martinez provided a brief overview of the approach to preparing the budget document including maintaining service levels; revenue strategies; levying fees and rates; employing the effective tax rate; leveraging the fund balance; cutting $3.5 million in expenditures; the elimination of vacant positions; and future considerations based on the results from the privatization and restructuring study after the budget is adopted. Assistant Director of Management and Budget Eddie Houlihan, Interim Director of Finance Constance Sanchez and Interim Assistant City Manager Cindy O'Brien were available to respond to questions. The following topics pertaining to this item were discussed: the total saving amount of the four day work week in the Cities of El Paso and San Antonio; an analysis of having alternating four day work week schedules for employees; the value of the four day work week to city operations; changes to employee moral for a four day work week concept; an energy management system for City Hall; reduction of services; the mowing cycle for parks; the proposed revenue far the recycling program; the elimination of vacant positions; recovering charges for cost of service; the cost of recycle bins and the charge to citizens; the useful life of the recycle bin; concerns with beginning the recycling program now and the saving that will be realized; once aweek garbage collection; and the Request for Proposal (RPF) process for the single stream collection process. Mr. Martinez referred to a powerpoint presentation including the sales tax update; the FY2011 budget preparation; and the proposed expenditures, continued and/or changed level of service for the Municipal Court, Fire, and_ Police. The following topics pertaining to these items were discussed: the timeline for receipt of the sales tax; opportunities to amend the budget after the budget is approved; the advantages of transferring the Detention Center from Municipal Court to the Police Department; the delay of the Fire Academy; the benefit of maintaining the fire hydrants; the number of eligible retirees for the Fire Department; whether the pumper truck for the Fire Department is a replacement truck; the space occupied by the Police Department at the Nueces County Appraisal District and options for additional office space; eliminating the weight room at the Police Department and consider engaging in a partnership with the YMCA to incorporation a wellness program; and an alternative hiring program for the Police Department. Council Member Adler requested additional information on the proposed saving for the four day work week. Council Member Chesney requested an analysis of an alternating four day work week schedule. Council Member Leal requested a fist of the vacant positions being eliminated from the budget. Mayor Adame announced that since the Destination Bayfront presentation was posted for 2:00 p.m., the Council would consider this ite rir€ext, and then return to the budget discussions. Minutes — Regular Council Meeting June 15, 201 0 — Page 8 * * * * * * * * * * * - * Mayor Adame referred to Item 13 regarding an update on :he Destination Bayfront Project. Director of intergovernmental Affairs Rudy Garza explained that this item is an update on the Destination Bayfront's on -going process and development over the last five months. The presentation team included Phillip Ramirez, Joe Hilliard, J.J. Hart, and Trey McCampbell. The team referred to a powerpoint presentation including an overview of Destination Bayfront; the organizing group members; the purpose of the presentation; the features of a great public space; examples of other great public spaces; the economic benefits of a public space; larger and smaller cities than Corpus Christi with great urban spaces; examples of the economic benefits of Discovery Green in Houston, Texas, Campus Martius in Detroit, Michigan, and Tennessee RiverPark in Chattanooga, Tennessee; the process preparation; the three phases; the timeline for phase 1; and the request of Council. Council Member Elizondo congratulated the committee for their efforts and stated that he is convinced that this project can be a successful driver in the community. Council Member Chesney stated that this project is a true community effort and appreciated the inclusiveness of the group to receive community input. Mr. Chesney added that he hopes that the project is an economic driven public use space that has some green space and that the funding mechanism is important to the success of the project. Council Member Marez said that the project can be appropriately fitted for Corpus Christi and recommended engaging the public. Mr. Marez added that he hoped that project would have an economic benefit to the City. Council Member Adler spoke regarding the fundraising efforts and planning phases and thanked the committee for their work. Council Member Martinez thanked the group for their efforts and the initiatives that result from volunteerism. Ms. Martinez stated that this project will have a huge economic impact for the community and the downtown area. Council Member Leal thanked the committee for bringing forward a new project for the citizens to experience in Corpus Christi. Ms. Leal expressed concern regarding the plan for the space and spoke regarding the restrictions on the property. * * * * * * * * * * * * Mayor Adame returned to Item 16 regarding the proposed FY2010 -2011 Operating Budget: General Fund, Part 2. Assistant City Manager Oscar Martinez referred to a powerpoint presentation including expenditures and expected level of service for the Police, Health, Engineering Services, Streets: and Solid Waste Operations; funding sources of the Street Department used by other cities; current funding options methodologies fcr consideration for Streets; the RecycleBank program; and the budoet calendar. The following topics pertaining to this item were discussed: Solid Waste revenues for unpaved streets only; street maintenance program recommendations; concerns for the bond rating for increasing funding through general obligation bonds and tax notes; the off street parking fee option; options for charging fines for residential parking during designated hours; redirecting the 4A sales tax to a street maintenance sales tax; re- evaluation of the organizational structure; conversations with the Regional Transportation Authority; whether a 2012 Bond Election could be held; the increased participation from ether cities on the RecycleBank; the reduction in force policy for the eliminated positions; the cost savings for re- aligning outside consultant work to in -house services; and discussions to work together with Nueces County to help impact the City and County budgets. * * * * * * ** * * ** Mayor Adame called for petitions from the audience. Carolyn Moon, 4902 Calvin, spoke in opposition to Destination Bayfront. Abel Aloes 1701 Thames, spoke in support of keeping an Minutes — Regular Council Meeting June 15, 2010 — Page 9 open mind regarding Destination Bayfront and the possible impact to the economy. Mike Staff, President of the Corpus Christi Police Officers Association, thanked the Council for their support for all of the Police Department issues and invited the Council to attend the Jackson Woods Park renaming ceremony to Matthew Thebeau Park on Saturday. June 19ti at 9:30 a.m. * * * * * * * * * * * * * Mayor Adame referred to Item 18 regarding a presentation on the Storm Brush Removal Plan. Assistant City Manager Oscar Martinez referred to a powerpoint presentation including the response from the Solid Waste Department; estimated brush and debris; brush collection options; and staffs recommendation to support Option 2B for brush collections. The following topics pertaining to this item were discussed: informing the public of the schedule for brush collection removal; waiving of commercial hauler fees at the landfill for the disposal of dean brush until staff completes removal of storm brush; and whether residents would be charged for dumping clean brush. * * * * * * * * * * * * * There being no further business to come before the Council, Mayor Adame adjourned the Council meeting at 4:16 p.m. on June 15, 2010. * * * * * * * * * * * ** 2 Requested Council Action 6/22/10 Alternate Date 6/29/10 COUNCIL MEMORANDUM RECOMMENDATION: Motion approving the lease purchase of one (1) turf sprayer, one (1) top dresser and one (1) turf mower from Professional Turf Products, Euless, Texas for a total amount of $63,451.78 of which an estimated $1,859.27 is required for the remainder of FY 2009 -2010. The award is based on the Cooperative Purchasing Agreement with the Texas Local Government Cooperative (TLGPC). Financing for the grounds maintenance equipment will be provided through the City's lease - purchase financing program. All units are additions to the fleet. ****************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** Purpose: This equipment will be used by the Park Operations and Athletic Programs at city maintained athletic fields and also designated parks and facilities. Basis of Award: Funding: The grounds maintenance equipment will be purchased through the cooperative purchasing agreement with TLGPC. The TLGPC acts as a purchasing agent for participating members through the Inter -local Cooperation Act and abides by all Texas statutes regarding competitive bidding requirements. Professional Turf Products, L.P., San Antonio, Texas will be the delivering and service dealer for this equipment. Lease Purchase - Turf Sprayer, Top Dresser and Turf Mower The turf sprayer, top dresser and turf mower will be funded for a thirty -six month period with an estimated interest rate of 3.5 %. The actual interest rate will be determined after the acceptance of the equipment. The estimated annual payment is $22,311.24. Total estimated cost over the three year period, including principal of $63,451.78 and interest of $3A81.94 is $66,933.72. Turf Sprayer, Top Dresser and Turf Mower Park Operations 1020 - 12910 - 530190 (1 month) 1020- 13041- 530190 (1 month) Capital Outlay Item Nos. A -20b, A -20c & A -20d FY 2009 -2010 $1,068.12 791.15 $1,859.27 Funding for this award will be made partially from the current fiscal year. The funds shown above represent one month (1/36) of the total estimated cost of $66,933.72. The remaining funds required for this award will be requested to be funded from the FY 2010/2011 proposed budget. M' v: el Barrera Assistant Director of Financial Services (361) 826 -3169 mikeb @cctexas.com CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GABRIEL MALDONADO COUNCIL DATE: JUNE 15, 2010 ITEM DESCRIPTION QTY. UNIT 1. Toro Multi Pro 1250 with turf sprayer 1 Each Brown 0.50 gpm nozzle @ 40 PSI 2. Toro ProPass 200 Base with Propass Tow- 1 Each Type Chassis, ProPass 11 HP Hydraulic Power Pack and ProPass Fender Kit 3. Toro Groundsmaster 3505 -D with Rollers 1 Each Scraper Kit PRICE SHEET BI- 00161 -10 Professional Turf Products Euless, Texas Unit Extended Price Price $23,711.16 $23,711.16 $12,740.69 $12,740.69 $26,999.93 $26,999.93 Award Total $63,451.78 3 Requested Council Action 6/15/10 Alternate Date 6/22/10 COUNCIL MEMORANDUM RECOMMENDATION: Motion approving the purchase of police vehicle ancillary equipment from Fleet Safety Equipment, inc., Houston, Texas for a total amount of $52,827.41. The award is based on the Cooperative Purchasing Agreement with the Texas Local Government Cooperative (TLGPC). Funds have been budgeted by Maintenance Services in FY 2009 -2010. ****************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** Purpose: Basis of Award: Funding: The equipment consist of bumpers, cages, lightbars, emergency lights, gun racks, panels, seats, and window bars which will be installed on fifteen (15) new police pursuit vehicles, one (1) prisoner transport van, one (1) crime scene van and two (2) police patrol Tahoes. The equipment will be purchased through the cooperative purchasing agreement with TLGPC. The TLGPC acts as a purchasing agent for participating members through the Inter -local Cooperation Act and abides by all Texas statutes regarding competitive bidding requirements. Maintenance Services 5110- 40120- 550020 Gael Barrera Assistant Director of Financial Services (361) 826-3169 mikeb(a cctexas.com $52,827.41 Total Amount: $52,827.41 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GABRIEL MALDONADO COUNCIL DATE: JUNE 15, 2010 ITEM DESCRIPTION QTY. UNIT PRICE SHEET Police Vehicle Equipment Fleet Safety Equipment, Inc. Houston, Texas Unit Extended Price Price 1. Prisoner Partition - Half wire half Poly CV 2. Recessed Panel / Doghouse insert 3. Rear plastic seat ABS Grey 4. Window Bars, No Holes with door 5. Bucket seat protector, CV, Polycarb 6. Double vertical mount for RP 2 7. Ultra lens replacement kit #3 8. "LFL" Lens retrofit kit #3 48" 9. 2010 Tahoe airbag compatible 112 10. Rear barrier with wire screen 11. Lower kick plate for Tahoe 12. Recessed panel for Tahoe 13. Package: Liberty Lightbar 14. 2010 Tahoe and Suburban mirror 15. Window bars for Tahoe 16. Door panel, kit, Tahoe 2010 17. TIR 3, 8 Head LED Traffic Advisor 18. M4 LED Flasher Blue 1 Red 19. M4 Series Flange Black 20. LING LED Horiz SYNC Red 1 Blue 21. Strip LED Comp Light Level 3 22. LIN3 Amber 23. PAR36 Fog Lamp LED RED 24. PAR36 Fog Lamp LED BLUE 25. Ultra lens retorfit kit #3 26. HORIZ MT Rear License Plate BRLT 27. LINZ6 Inner -Edge 8LT Tahoe / Sub 28. 6 -Head Dual Color Extreme 29. Dominator Angle Mount Bracket 30. Vertex Hideaway LED (Clear) 31. Vertex Hideaway LED Split Red /Blue 32. Plug and Play Head Light Flasher 33. Go -RHINO Push Bumper (Chevy) 34. Go -RHINO Push Bumper (Crown Victroia) 35. Shipping and Handling 15 Each $363.75 $5,456.25 15 Each 55.50 832.50 30 Each 259.50 7,785.00 15 Each 216.00 3,240.00 15 Each 34.50 517.50 10 Each 256.50 2,565.00 50 Each 148.20 7,410.00 30 Each 148.20 4,446.00 2 Each 585.00 1,170.00 2 Each 266.25 532.50 2 Each 48.75 97.50 2 Each 63.00 126.00 3 Each 1,845.00 5.535.00 2 Sets 305.20 610.40 2 Each 151.50 303.00 2 Each 153.00 306.00 2 Each 343.28 686.56 12 Each 117.04 1,404.48 12 Each 4.76 57.12 16 Each 80.64 1,290.24 8 Each 1 56.80 1,254.40 10 Each 53.76 537.60 2 Each 133.84 267.68 2 Each 133.84 267.68 5 Each 148.20 741.00 6 Each 10.64 63.84 1 Each 659.68 659.68 2 Each 459.38 918.76 2 Each 11.76 23.52 4 Each 67.20 268.80 4 Each 70.00 280.00 2 Each 53.20 106.40 3 Each 221.00 663.00 15 Each 146.00 2,190 00 1 Each 214.00 214.00 Total Amount: $52.827.41 4 Requested Council Action: 6/15/10 Alternate Date: 6/22/10 COUNCIL MEMORANDUM RECOMMENDATION: Motion authorizing the purchase of specialized equipment for a total amount of $126,235.96 utilizing funds from the 2008 Homeland Security Grant awarded to the City of Corpus Christi and budgeted in the Fire Grant Fund 1062. ****************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** Background: On December 16, 2008 the City Council approved to accept a grant in the amount of $1,500,730.00 from the Division of Emergency Management, Office of the Governor, to carry out designated homeland security activities as part of the 2008 Homeland Security Grant Program. The funds are provided for projects to enable communities to better prepare for and respond to terrorist incidents. A need analysis has been conducted and specialized equipment has been identified. A bid has been secured for the specialized equipment totaling $126,235.96. The purchase of this specialized equipment requires Council approval due to the associated dollar amount. Required Council Action: In order that the City comply with the State Purchasing Act and City ordinances relating to purchases, adoption of the motion is necessary in order to move forward with the proposed purchase. Funding: Fire Grant Fund 550040 - 1062 - 00000- 820848 MI r el Barrera As stant Director of Financial Services 826 -3169 mikeb @ectexas.com $126,235.96 Total: $126,235.96 5 AGENDA MEMORANDUM City Council Action Date: June 22, 2010 AGENDA ITEM: ITEM A: RESOLUTION RATIFYING THE EXECUTION OF A GRANTAMENDMENT BY THE CITY MANAGER RECEIVED FROM THE TEXAS DEPARTMENT OF STATE HEALTH SERVICES FOR THE WOMEN, INFANTS, AND CHILDREN PROGRAM TO INCREASE THE REIMBURSEMENT RATE TO $12.08 PER PARTICIPANT SERVED, RESULTING IN AN ADDITIONAL $6,750 IN PROGRAM INCOME. ITEM 8: ORDINANCE APPROPRIATING A GRANT AMENDMENT IN THE AMOUNT OF $6,750 FROM THE TEXAS DEPARTMENT OF STATE HEALTH SERVICES IN THE NO. 1066 HEALTH GRANTS FUND FOR THE WOMEN, INFANTS, AND CHILDREN PROGRAM RESULTING FROM AN INCREASE IN THE REIMBURSEMENT RATE PER PARTICIPANT SERVED; AND DECLARING AN EMERGENCY. ISSUE: The Bureau of Clinical and Nutrition Services, Department of State Health Services (DSHS), provides funding for supplemental food vouchers, and nutrition education at no cost to low income pregnant and postpartum women, infants, and children (WIC). Services are performed in accordance with the terms and specifications of the DSHS and the United States Department of Agriculture (USDA). This is based on a revised reimbursement rate, of $11.81 to $12.08 for each participant from May 1, 2010 through September 30, 2010. REQUIRED COUNCIL ACTION: Acceptance of the grant and appropriation of funds. PREVIOUS COUNCIL ACTION: Council approved funding FY09 -10. FUNDING: There is no match funding required. CONCLUSION AND RECOMMENDATION: Staff recommends approval of the resolution and ordinance as presented. it i L Annette Rodriguez, M.P.H. Director of Public Health annetter a(cctexas.com 361-826-7205 BACKGROUND INFORMATION The special supplemental nutrition program for women, infants, and children (WIC) is a health and nutrition program that is successful in improving the diets of infants, children, and pregnant, postpartum, and breastfeeding women who are eligible for the program through low income and nutrition - related risks. This item continues the current contract with the Department of State Health Services (DSHS) to provide services to low income women, infants, and children with additional funding. The contract is from 05/01/10 through 09/30/10. The main goal of the WIC program is to educate mothers about proper nutrition for their babies and young children. The WIC division serves an average of 5,000 WIC clients per month. The contract amendment increases the per capita reimbursement rate from $11.81 to $12.08, resulting in an additional $67,750 in program income. DEPARTMENT OF STATE HEALTH SERVICES Amendment To The Department of State Health Services (DSHS) and CORPUS CHRISTI - NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) (Contractor) agree to amend the Program Attachment # 001 (Program Attachment) to Contract # 2010 - 033567 (Contract) in accordance with this Amendment No. 001A: NSS -WIC LOCAL AGENCY- NOIMM effective 5/1/2010 . The purpose of this Amendment is to increase contract amount due to FYI0 participant rate increase. Therefore, DSHS and Contractor agree as follows: Change Program Attachment No. as follows: PROGRAM ATTACHMENT NO. 004 OOIA SECTION VII. BUDGET, is revised as follows: SOURCE OF FUNDS: CFDA # 10.557 All categories of costs billed to DSHS WIC Program, and allocation of such costs, shall be in accordance with the "Plan to Allocate Direct Costs" (PADC) submitted by Contractor and approved by the DSHS WIC Program. This document is incorporated herein by reference and made a part of this Program Attachment. Total reimbursements will not exceed S84500300 5920,487.00 SECTION VIII. SPECIAL, PROVISIONS, General Provisions, Payment Methods and Restrictions Article, Section 4.01, Payment Methods, PARTICIPANTS SERVED PER MONTE MAXIMUM REIMBURSIT paragraph, is revised as follows: During the term of the Program Attachment, Contractor shall earn administrative funds at the rate of 8 for each participant served as defined above. Page - 1 oft —27— All other terms and conditions not hereby amended are to remain in full force and effect. In the event of a conflict between the terms of this contract and the terms of this Amendment, this Amendment shall control. Department of State Health Services Signature of Authorized Official Date: Bob Burnette, C.P.M., CTPM Director, Client Services Contracting Unit 1100 WEST 49TH STREET AUSTIN, TEXAS 78756 (512) 458-7470 Bob.Burnette@dshs.state.tx.us Contractor r Sig u of Authorized Official Date: (p •( t . 1 O r Name: Y1 �@. ' . G 5G6 bar Title: { :1 4.1/ ! ' l art. Set✓ Address: j t Q ( L'o lr' pa.' s5 Cor es aris4i -rx . 7 yor Phone: (36;1} 411'Z(f 3 2 Email: t it cr— 4-4,Ka5 . C n., "pe • Ju. C -t--f A RESOLUTION RATIFYING THE EXECUTION OF A GRANT AMENDMENT BY THE CITY MANAGER RECEIVED FROM THE TEXAS DEPARTMENT OF STATE HEALTH SERVICES FOR THE WOMEN, INFANTS, AND CHILDREN PROGRAM TO INCREASE THE REIMBURSEMENT RATE TO $12.08 PER PARTICIPANT SERVED, RESULTING IN AN ADDITIONAL $6,750 IN PROGRAM INCOME. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Council ratifies the execution of a grant amendment by the City Manager received from the Texas Department of State Health Services for the Women, Infants, and Children Program to increase the reimbursement rate to $12.08 per participant served, resulting in an additional $6,750 in program income.. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary APPROVED: June 16, 2010 L Elixab' h R. Hundley 1 Assi ant City Attorney for the City Attorney EHres268 -29- Joe Adame Mayor rpus Christi, Texas l day of , 2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott EHres268 -30- AN ORDINANCE APPROPRIATING A GRANT AMENDMENT IN THE AMOUNT OF $6,750 FROM THE TEXAS DEPARTMENT OF STATE HEALTH SERVICES IN THE NO. 1066 HEALTH GRANTS FUND FOR THE WOMEN, INFANTS, AND CHILDREN PROGRAM RESULTING FROM AN INCREASE IN THE REIMBURSEMENT RATE PER PARTICIPANT SERVED; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. A grant amendment in the amount of $6,750 from the Texas Department of State Health Services is appropriated in the No. 1066 Health Grants Fund for the Women, Infants, and Children Program, which resulted from an increase in the reimbursement rate per participant served. SECTION 2. Upon the written request of the Mayor or five Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs, and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the day of , 2010. ATTEST: Armando Chapa City Secretary APPROVED: June 14, 2010 oLie 2Ellzaji; h R. Hundley Assi ant City Attorney for the City Attorney EHord303 -31- CITY OF CORPUS CHRISTI Joe Adame Mayor Corpus Christi, Texas day of , 2010 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members Joe Adame Mayor The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Lea! John E. Marez Nelda Martinez Mark Scott EHord3D3 -32- 6 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 06122/2010 AGENDA ITEM: A. Resolution authorizing the City Manager, or designee, to execute an interlace' agreement between the City of Corpus Christi and Nueces County to establish terms for the sharing of the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2010 Local Solicitation. B. Resolution authorizing the City Manager, or designee, to submit a grant application in the amount of $247,696 to the U.S. Department of Justice, Bureau of Justice Assistance for funding eligible under the Edward Byme Memorial Justice Assistance Grant (JAG) Program FY 2010 Local Solicitation; 50% of the funds to be distributed to Nueces County under the established interlocal agreement. Grant funds will be used for the enhancement of law enforcement efforts by the Police Department and Nueces County. ISSUE: The Department of Justice provides funding opportunities each year in an effort to reduce crime and improve public safety through various methods, including the procuring of equipment, technology, and other material directly related to basic law enforcement functions. REQUIRED COUNCIL ACTION: Approval of the interlace! agreement and approval to submit the grant application. FUNDING: There is no match required of the grant. Funds are available for a 4-year period beginning 10/01/2010 (the first fiscal year of the appropriation). CONCLUSION AND RECOMMENDATION: Staff recommends submission of the grant application and approval of the interlace agreement. D. Troy Riggs Chief of Police 886 -2603 Attachments: interlace' Agreement BACKGROUND INFORMATION A. Under the Justice Assistance Grant (JAG) (previously Local Law Enforcement Block Grant LEBG), we have been declared a disparate jurisdiction and have agreed to split the funds 50/50 with Nueces County. A disparate allocation occurs when a constituent unit of local government is scheduled to receive one and one half times more (four times more for multiple units of local government) than another constituent unit(s), while the other unit of local government bears more than 50% of the costs of prosecution or incarceration that arise for Part 1 violent crimes reported by the geographically constituent unit(s). Jurisdictions certified as disparate must submit a joint application for the aggregate of funds allocated to them, specifying the amount of the funds that are to be distributed to each of the units of local government and the purposes for which the funds will be used. When beginning the JAG application process, a Memorandum of Understanding (MOU) must be completed, signed, and faxed to OJP, indicating who will serve as the applicant/fiscal agent for the joint funds. The City and County staff met and agreed that the City will serve as the lead agency, and the Nueces County Commissioners Court approved the interlocal agreement as well as proposed expenditures on May 26, 2010. B. JAG funds can be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice for any one or more of the following purpose areas: • Law enforcement programs • Prosecution and court programs • Prevention and education programs • Drug treatment programs • Corrections and community corrections programs • Planning, evaluation, and technology improvement programs With this award, the program has provided a total of $4,847,934 in grant funds to the City since the program began in 1996. The funds have been used to purchase backbone equipment for the Mobil Data/Automated Vehicle Location project, 27 police package vehicles, 69 unmarked police units, a property van, SWAT equipment, a bomb suit, digitized radios, radios for the Communications van, digital cameras, radars, video cameras, personal computer hardware and software, an upgrade to the computer system and the radio microwave system, a mobile police substation, polygraph instrument, air packs, SWAT rescue vehicle, radios for Project 25 compliance, and other police equipment. The Police Department proposes to purchase law enforcement equipment within the Attorney General Priority areas of gang enforcement/prevention, cybercrime, and intelligence analysis. Nueces County will use their funds for a Drug Prosecutor in the District Attorney's office and replacement of laptops to touch screen computers, software updates, and installation in the vehicles. GMS APPLICATION NUMBER THE STATE OF TEXAS COUNTY OF NUECES KNOW ALL BY THESE PRESENT INTERLOCAL AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND THE COUNTY OF NUECES, TEXAS EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT (JAG} PROGRAM FY 2010 LOCAL SOLICITATION AWARD This agreement is made and entered into this 26th day of May , 2010, by and between the CITY of CORPUS CHRISTI, acting by and through its governing body, the City Council, hereinafter referred to as CITY, and the COUNTY of NUECES, acting by and through its governing body, the Commissioners Court, hereinafter referred to as COUNTY, bath of Nueces County, State of Texas, witnesseth: WHEREAS, this Agreement is made under the authority of Section 791.011(a), Government Code: and WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party: and WHEREAS, each governing body finds that the performance of this Agreement is in the best interests of both parties, that the undertaking will benefit the public, and that the division of costs fairly compensates the performing party for the services or functions under this agreement: WHEREAS, the CITY agrees to provide the COUNTY fifty percent (50 %) of the eligible individual allocation of funds received for CITY and COUNTY from the JAG award, currently estimated to be $123,848: WHEREAS, the CITY and COUNTY believe it to be in their best interests to reallocate the JAG funds. GMS APPLICATION NUMBER NOW THEREFORE, the COUNTY and CITY agree as follows: Section 1. CITY agrees to pay COUNTY a total of fifty percent (50 %), or a current estimate of $123,848, of the JAG funds received from this award. Section 2. COUNTY agrees to use the fifty percent (50 %), or a current estimate of $123,848, of JAG funds received from CITY under this agreement for the enhancement of law enforcement between October 1, 2010 to September 30, 2014. Section 3. Nothing in the performance of this Agreement shall impose any liability for claims against COUNTY other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 4. Nothing in the performance of this Agreement shall impose any liability for claims against CITY other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 5. Each party to this Agreement will be responsible for its own actions in providing services under this Agreement and shall not be liable for any civil liability that may arise from the furnishing of the services by the other party. Section 6. The parties to this Agreement do not intend for any third party to obtain a right by virtue of this Agreement. Section 7. By entering into this Agreement, the parties do not intend to create any obligations, express or implied, other than those set out herein. Further, this Agreement shall not create any rights in any party not a signatory hereto. GMS APPLICATION NUMBER CITY OF CORPUS CHRISTI `Angel R. Escobar City Manager Date ATTEST: Armando Chapa City Secretary COUNTY OF NUECES amuel L. eal, Jr. County Judge May 26, 2010 Date County Clerk Date Date APPROVED AS FORM: T. Trisha Dang Assistant City Attorney i1 t. Date 14 1 o L �) Laura Garza Ji County Attorney RESOLUTION AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND NUECES COUNTY TO ESTABLISH TERMS FOR THE SHARING OF THE EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT (JAG) PROGRAM FY 2010 LOCAL SOLICITATION. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager, or designee, is authorized to execute an interlocal agreement between the City of Corpus Christi and Nueces County to establish terms for the sharing of the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2010 Local Solicitation. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary APPROVED AS TO FORM: June 16, 2010 T. Trisha Dang Assistant City Attorney For City Attorney Resol- IntAg- ByrneAwd 2 doc -40- Joe Adame Mayor Corpus Christi, Texas of , 2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr, Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez Mark Scott RESOLUTION AUTHORIZING THE CITY MANAGER, OR D ESIGNEE, TO SUBMIT A GRANT APPLICATION IN THE AMOUNT OF $247,696 TO THE U.S. DEPARTMENT OF JUSTICE, BUREAU OF JUSTICE ASSISTANCE FOR FUNDING ELIGIBLE UNDER THE EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT (JAG) PROGRAM FY 2010 LOCAL SOLICITATION; 50% OF THE FUNDS TO BE DISTRIBUTED TO NUECES COUNTY UNDER THE ESTABLISHED INTERLOCAL AGREEMENT. GRANT FUNDS WILL BE USED FOR THE ENHANCEMENT OF LAW ENFORCEMENT EFFORTS BY THE POLICE DEPARTMENT AND NUECES COUNTY. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager, or designee, is authorized to submit a grant application in the amount of $247,696 to the U.S. Department of Justice, Bureau of Justice Assistance for funding eligible under the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2010 Local Solicitation; 50% of the funds to be distributed to Nueces County under the established interlocal agreement. Grant funds will be used for the enhancement of law enforcement efforts by the Police Department and Nueces County. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary APPROVED AS TO FORM: June 16, 2010 T. Tri ha Dang Assistant City Attc rn ey For City Attorney Resof- IntAg- ByrneAwd 3.do• -42- Joe Adame Mayor Corpus Christi, Texas of , 2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez Mark Scott 7 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: June 22, 2010 AGENDA ITEM: Resolution authorizing the City Manager or designee to submit a grant application to serve as the Fiscal Agent for the Texas Department of Family and Protective Services (DFPS) FY201 0 -201 1 78415 Community Youth Development (CYD) Program, with $503,500 DFPS Funding. ISSUE: DFPS anticipates continued funding for the CYD Program in 15 targeted zip codes throughout the state. The City of Corpus Christi will apply fora fifteenth year of funding for an amount of $503,500 for Fiscal Year 2010 -2011 to be used for programs in the 78415 ZIP code area. The City serves as the Fiscal Agent and not the Grant Administrator as in other program areas. In order to be considered for funding in Fiscal Year 2010 -2011, a renewal packet must be delivered to DFPS by Thursday, July 1, 2010. As an option for FY2011, DFPS is allowing the Fiscal Agent to negotiate direct, non- competitive contracts with local CYD contractors for the same program services provided under their competitively procured FY10 contracts. A new competitive process will be completed for FY12 by June 1, 2011. The 78415 CYD Collaborative Committee is reviewing options that have been given and will make their recommendation at their June 17, 2010 regular meeting. REQUIRED COUNCIL ACTION: Authorization to submit an application to serve as the Fiscal Agent for DFPS FY2010 -11 CYD Program in the approximate amount of $503,500. PREVIOUS COUNCIL ACTION: January 5, 2010 - Council approved to execute a subcontract with Communities In Schools of Corpus Christi in the amount of $75,000 and with SERCO of Texas in the amount of $100,000 to provide services to the youth of 78415. September 22, 2009 - Council approved a motion to execute a contract with the Texas Department of Family and Protective Services, and approved an ordinance to appropriate the grant funds. June 1, 2009 - Council approved a resolution for the City Manager or his designee to submit a grant application in the amount of $503,500. CONCLUSION AND RECOMMENDATION: Staff recommends approval of the resolution. Attachments: Background —47— Stacie A. Talbert, Interim Director Parks and Recreation Department StacieT ac cctexas.corn 361- 826 -3464 BACKGROUND INFORMATION In 1995, DPRS developed a program to fund local grass roots efforts in the highest juvenile crime areas of the state by ZIP Code. The City of Corpus Christi is in it's 14th year as Fiscal Agent. Currently, there are fifteen zip codes in 14 cities are designated as CYD service areas. The program sought to create activities that were not currently available within the local 78415 Zip Code area. These activities were made available to youth ages 5 -17. Eligible activities must fall within the following categories: mentoring, activities, employment, education, and/or youth leadership. In order to meet DPRS (now called Texas Department of Family and Protective Services — DFPS) guidelines, a mentoring, youth leadership development and a youth advisory committee components must be part of the overall 78415 CYD Program's Plan of Operation. There is no specified grant match. On May 27, 1997, the City Council approved a transfer agreement with the Workforce Development Corporation pertaining to the 78415 Community Youth Development (CYD) Contract with the Texas Department of Protective and Regulatory Services (DPRS) for the CYD Program, and executed a contract with DPRS. The City Council also passed a resolution ( #022938) establishing the CYD Steering Committee. Since then, the City has served as the Fiscal Agent for the program and entered into subcontracts with many community agencies for CYD service. Since its inception, the CYD Program has served the 78415 Zip Code through a number of service providers. These providers would include Boys & Girls Club, Communities In Schools, Corpus Christi Housing Authority, Corpus Christi Independent School District, Corpus Christi Public Library, Corpus Christi Teen Court, Paisano Girl Scout Council, Planned Parenthood, Park & Recreation Department, SERCO of Texas, Youth Odyssey. YMCA, and YWCA. For grant year 2010. the CYD Collaborative Committee approved funding for nine programs. The two largest awards were SERCO of Texas and Communities In Schools which require Council approval. The other seven awards included: Boys & Girls Club ($50,000), Corpus Christi All -Star Gym ($50,000), Corpus Christi Housing Authority ($10,000), Corpus Christi Parks & Recreation Dept. ($20,000), YMCA of the Coastal Bend ($30,000), Youth Odyssey ($30,000), and YWCA of Corpus Christi ($35,000). Page 1 of 2 A RESOLUTION AUTHORIZING THE CITY MANAGER OR DESIGNEE TO SUBMIT A GRANT APPLICATION TO SERVE AS THE FISCAL AGENT FOR THE TEXAS DEPARTMENT OF FAMILY AND PROTECTIVE SERVICES (DFPS) FY 2010 -2011 78415 COMMUNITY YOUTH DEVELOPMENT (CYD) PROGRAM, WITH $503,500 DFPS FUNDING BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager or City Manager's designee is authorized to submit a grant application to serve as the Fiscal Agent for the Texas Department of Family and Protective Services (DFPS) FY 2410 -2011 78415 Community Youth Development (CYD) Program, with $503,500 DFPS Funding. SECTION 2. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa, City Secretary Joe Adame, Mayor APPROVED: -•- I t , 2010 Lisa Aguila) Assistant City Attorney For City Attorney H:ILEG -DI R\.Fean nielLisalordinances- Resolutions\ RES- authSubmitGrantDFPS- CYD.doc -49- Page 2 of 2 Corpus Christi, Texas Day of , 2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott H 1LEG- D1?,Jean lie'. ". salordinances- Resol utionsl RES- authSubmilGrantDFPS- CYD.doc —50— S CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: June 222010 AGENDA ITEM: A. Motion authorizing the City Manager or designee to execute documents necessary to purchase sculpture created by artist Sandi Stein during Festival of the Arts 2010 and authorize disbursement of $7,569.00 from the Permanent Art Trust Fund for such purchase. B. Motion authorizing the City Manager or designee to execute documents necessary to purchase painting created by artist Jill Pankey during Festival of the Arts 2010 and authorize disbursement of $2,000.00 from the Permanent Art Trust Fund for such purchase. ISSUE: Funds are held in an account in order to create permanent art for the public. This year the Arts and Cultural Commission voted to commission two pieces to be created during the 2010 Festival of the Arts. The pieces will then be on permanent display at the city -owned Art Center of Corpus Christi. REQUIRED COUNCIL ACTION: Allocation of the funds for the permanent art must be approved by the City Council. PREVIOUS COUNCIL ACTION: None. BOARDICOMMISSION ACTION: The Arts and Cultural Commission approved the creation of the two art pieces during the 2010 Festival of the Arts; $7,569 for Sandi Stein and $2,000 for Jill Pankey. FUNDING: The total recommended allocation is $9,569.00. CONCLUSION AND RECOMMENDATION: tt is recommended that the ordinance be approved for the allocation of $9,569.00. Stacie A. Talbert, Interim Director Parks and Recreation Department StacieT©cctexas. co m 361 -826 -3464 Attachments: Background Picture of Jill Pankey and her art piece Picture of Sandi Stein and her art piece —53— BACKGROUND INFORMATION A Request for Proposal (RFP) was initiated by the Visual Arts Committee (a subcommittee of the Arts and Cultural Commission) for a sculptured piece and a verbal proposal for painted artwork. Recommendations were brought to a Festival of the Arts meeting early summer of 2009 by Ms. Lynda Jones. Art piece proposals by Ms. Sandi Stein, artist for the sculptured bench and Ms. Jill Pankey (painted artwork) were accepted. The pieces were completed and presented during the Festival of the Arts, March 27 -28, 2010. The two commissioned pieces will be temporarily displayed at the Art Center of Corpus Christi until a permanent location has been determined. The Corpus Christi Festival of the Arts is staged annually as a means of showcasing Corpus' art scene. The festival features a variety of art displays and demonstrations, as well as performances from ballet, folklorico, theatre, dance, and other performing arts groups. The Festival of the Arts also houses a'KidZone,' where kids can utilize interactive art stations. From Section 2.108 Permanent Art Fund: "Disbursements from the fund for the acquisition of permanent works of art shall be recommended by the municipal arts commission to the city council for approval by motion. "Permanent works of art" shall be defined as paintings, mural decorations, statues, sculpture, monuments, fountains or other structures or items of a permanent nature to be located within the public right -of -way or on public property." (Ord. No. 17289, § 1, 10 -6 -1982; Ord. No. 17724, § 1, 7 -20 -1983) Permanent Art Fund - Proposed June 22, 2010 City Council Agenda 1 -55- 9 AGENDA MEMORANDUM DATE: June 22, 2010 SUBJECT: J. C. Elliott Landfill /Cefe Valenzuela Landfills — Groundwater Monitoring & Sampling (Project #5206) AGENDA ITEM: a. Motion authorizing the City Manager, or his designee, to execute a geotechnical services agreement with Kleinfelder, Inc. of Corpus Christi, Texas in an estimated amount not to exceed $120,000.00 for the J. C. Elliott Landfill Groundwater Monitoring and Sampling Agreement - 2011. b. Motion authorizing the City Manager, or his designee, to execute a geotechnical services agreement with Kleinfelder, Inc. of Corpus Christi, Texas in an estimated amount not to exceed $143,000.00 for the Cefe Valenzuela Landfill Groundwater Monitoring and Sampling Agreement - 2011. ISSUE: The Texas Commission of Environmental Quality (TCEQ) requires groundwater sampling and monitoring to be undertaken in accordance with the approved Groundwater Sampling and Analysis Plan (GWSAP). RECOMMENDATION: Approval of the motion as presented. Lawrence Mikolajczyk Director of Solid Waste Services 361 - 826 -1972 lawmCc .cctexas.com Attachments: a. Additional Information b. Contract Summary c. Site Map Pete Anaya, P.E. Director of Engineering Services 361 - 826 -3781 petean @cctexas.com H:1HDME1KEVINS GEN LANDFILL1GVVSAP 120111LabAWDMemo.doc ADDITIONAL INFORMATION BACKGROUND: TCEQ requires the installation and monitoring of groundwater monitoring wells around solid waste landfills. TCEQ regulations require groundwater monitoring continue in accordance with the Groundwater Monitoring and Sampling Plan approved TCEQ Landfill Permit for Cefe Valenzuela Landfill. Monitoring is required for the operational life of the landfill and for a period of thirty (30) after final closure. The monitoring is to ensure there is no migration of leachate off the landfill site. Landfill cells are designed to prevent the flow of groundwater into and out of disposal cells. Modern disposal cells are constructed with liners and leachate collection system to allow any water to be collected for treatment. J. C. ELLIOTT MONITORING CONTRACT There are thirty -one (31) groundwater monitoring wells that will be used during FY2010- 2011 located at J. C. Elliot Landfill. The Groundwater Sampling and Analysis Plan (revised March 5, 2002) sets for the sampling requirements and procedures sampling and analysis. The GWSAP requires semi - annual detection monitoring of the groundwater wells. Quarterly background monitoring of unfiltered metals for all wells will also be conducted. The sampling and background detection schedule are based on the TECQ approved Groundwater Plan. Table 1 Planned Samralin Schedule Wells October 2010 January 2011 April 2011 July 2011 Existing MW 1 — 17 Detection, Background — 8 wells Detection — 16 wells Background — 8 wells Background — 8 wells Detection 16 wells Background — 8 wells New MW 18 - 32 Background —15 wells Background —15 wells Background - 15 wells Background —15 wells Total Sampled* 23 wells 31 wells 23 wells 31 wells The number and which wells are sampled is based on the TECQ approved Ground Water Sampling and Analysis Plan. Continuation of detection monitoring during the performance period will include two monitoring events in January 2010 and July 2010 for previously existing wells, MW -01 to MW -09, and MW -11 to MW -18. Eight of those wells will be monitored for background detection in October 2010 and April 2011. The fifteen (15) newer monitoring wells (MW f 3 - MW32) will be sampled for background measurements each of the quarterly monitoring visits. Sampling of the well system is based on the current constituent list ( GWSAP Revisic71 6, October 21, 20D5). This activity will be in accordance with established sampling procedures and will comply with the new GVVSAP (except for the constituents) and the TCEQ position paper. During the detection monitoring events, background sampling will —O- !- 1: 1- 101VE1KEVINS1GEn'_ANDFLL∎Gt�i Ek.? 20 1' tLabAWDBKG.E::,A.doc E;i -l'EET "A." r----'age 1 of 3 be conducted for constituents in new wells and wells that will be retained in the future monitoring network. The new permit specifies sampling TCEQ - required constituents (fifteen metals plus volatile organics). Background monitoring for these constituents in new and existing wells is required, and will commence after well and pump installation is complete. The projected sampling dates during the performance period are October 2010, and January, April, July 2011. Kleinfelder will conduct the January and July 2010 quarterly background sampling events concurrent with detection monitoring, and the associated costs are included with the above detection monitoring scope. The wells will be sampled only for the constituents listed in the 2010 -2011 GWSAP. Kleinfelder will prepare an Annual Report as required by TCEQ. The report will be transmitted to the City and TCEQ. The contract summary for J. C. Elliott Monitoring is attached. See Exhibit B -1. CEFE VALENZUELA MONITORING CONTRACT: There are thirty one (31) groundwater monitoring wells located at Cefe Valenzuela Landfill. Table 2 Planned SamDIino Schedule Wells August 2010 November 2010 February 2011 May 2011 Existing Detection, Background — 18 wells Background — 18 wells Detection, Background — 18 wells Background — 18 wells New Background — 5 wells Background — 13 wells Background - 13 wells Background --13 wells Total Sampled* 23 wells 31 wells 31 wells 31 wells *The number of wells sampled is based on the TECQ approved Ground Water Sampling and Analysis Plan. Four sampling events for landfill monitor wells will be conducted on quarterly intervals. These events will include combinations of detection monitoring for currently approved constituents, and background monitoring for new constituents required by TCEQ (a total of fifteen metals plus volatile organics). Both new and existing wells will be sampled for these new constituents. Kleinfelder will continue quarterly methane monitoring. The Groundwater Sampling and Analysis Plan sets for the background and detection monitoring requirements and procedures for sampling and analysis. Background and monitoring events will occur concurrently to reduce field charges that will be incurred by the City. The Groundwater Plan requires semi - annual detection monitoring of the groundwater wells. Quarterly background monitoring of unfiltered metals and methane for all wells will also be conducted. Reports of the monitoring events will be prepared for the City with copies for TCEQ. The contract summary is attached. See Exhibit B -2. —61- H:IHOMEIKEV I NSIGENILANDFILLIGW SAP120111LabAWDBKG. EXA.doc EXHIBIT "A" Page 2 of 3 PRIOR COUNCIL ACTION: July 14, 2009 — a. Motion authorizing the City Manager, or his designee, to execute a geotechnical services agreement with Kleinfelder, Inc. of Corpus Christi, Texas in an estimated amount not to exceed $182,500.00 for the J. C. Elliott Landfill Groundwater Monitoring and Sampling Agreement — 2010 (M2009 -188). b. Motion authorizing the City Manager, or his designee, to execute a geotechnical services agreement with Kleinfelder, Inc. of Corpus Christi, Texas in an estimated amount not to exceed $291,900.00 for the Cefe Valenzuela Landfill Groundwater Monitoring and Sampling Agreement — 2010 (M2009 -189). CONSULTANT SELECTION: Kleinfelder, Inc. is extremely familiar with the J. C. Elliot Landfill. This firm has provided geotechnical and laboratory services at J. C. Elliott Landfill for several years. Sampling collection will be done by the local Kleinfelder office. Their Waco office will perform the specific laboratory tests required and compile the required analysis reports for TCEQ. Kleinfelder has been active in the construction of disposal cells and the installation of the monitoring wells. They are thoroughly familiar with TCEQ landfill regulations. FUNDING: Funding is subject to adoption of the FY2010 -11 Budget. Funding is available from the proposed FY2010 -11 Solid Waste Operating Budget. _fit_ !- islHO ME1KEVIN51GEN 1LANDFILL1GWSA °'+20 i11LabAWDB G.EXA.doc EXI,IB[T "A" Page 3 of 3 AGREEMENT for Groundwater Monitoring and Services This AGREEMENT is between the City of Corpus Christi, Texas, a Texas home -rule municipal corporation, "CITY ", acting through its duly authorized City Manager or designee ( "City Engineer "), and Kleinfelder, a Texas corporation or partnership, "LAB ", acting through its duly authorized representative who is _ (Name) (Title), which agree as follows: 1. DECLARATIONS "CITY" desires to engage "LAB" to provide services in connection with City's project, described as follows: J. C. Elliott Landfill — 2011 Groundwater Monitoring and Services (Project 6256) "PROJECT ". 2. SCOPE OF WORK "LAB" shall provide services to the PROJECT in accordance with the accompanying Scope of Services and Fee Schedule attached as "Exhibit A" and the Terms and Conditions to AGREEMENT attached as "Exhibit B" and Indemnification and Hold Harmless attached as "Exhibit C ". 3. FEE The "CITY" agrees to pay the "LAB" for services provided in accordance with Exhibit "A ", Scope of Services and Fee Schedule under this AGREEMENT, a total not to exceed fee of $120,000.04 (in figures), (One Hundred Twenty Thousand and no /xx dollars (in words). 4. CITY'S DISCLOSURE OF HAZARDOUS & TOXIC MATERIALS AND CONDITIONS AT THE PROJECT SITE. Based upon currently available information, the only hazardous or toxic materials, as defined by the laws and regulations of the Federal government, the state, and city which exist at the PROJECT SITE are as follows: None. CITY OF CORPUS CHRISTI LAB: By: Johnny Pereles, P.E. (Date) Assistant City Manager ATTEST: Armando Chapa, City Secretary (Date) RECOMMENDED: Pete Anaya, P.E. Director -- Engineering Services APPROVED AS TO FORM: (Date) Legal Department (Date) Funding Source: 530000 -1020 -12530 Encumbrance: By: (SIGNATURE) (Date) 326 Industrial Drive (Address) Waco. TX 76710 (City /State /Zip) 254- 754 -0369 Fax: 254 -754 -0478 (Phone /Fax No.) Page 1 of 1 Exhibit B -1 Page 1 of 5 KLE /NFELOER Bright People. Right solution'. June 4, 2010 Mr. Lawrence Mikolajczyk Director, Solid Waste Operations City of Corpus Christi 2525 Hygeia — P.O. Box 9277 Corpus Christi, TX 78469- 9277 SUBJECT: Proposal 2010 -2011 Groundwater monitoring and related services J. C. Elliott Landfill Corpus Christi, Texas Dear Mr. Mikolajczyk: We are pleased to submit the following proposal for professional environmental services. This proposal presents the scope of work for expanded groundwater monitoring. This proposal was developed on the basis of our discussions and review of our scope of worktcost during the last two years of groundwater monitoring at the J. C. Elliott Landfill. If a portion of this proposal does not meet your project needs, or if those needs have changed, Kleinfelder is prepared to consider appropriate modifications, subject to the standards of care to which we adhere as professionals. Modifications, such as changes in scope, methodology, scheduling, and contract terms may result in changes to the quality of the assessments, as well as adjustment to our fees. SCOPE OF BASIC SERVICES Performance Period The services proposed herein will be performed from August 1, 2010 to July 31, 2011. Project Summary Kleinfelder will conduct four sampling events for landfill monitor wells on quarterly intervals. These events will include combinations of detection monitoring for currently approved constituents, and background monitoring for new constituents required by TCEQ. Both new and existing wells will be sampled for these new constituents. C S10P059 Copyright 2010 Kleinfelder Al! Rights Reserved 326 N. industrial Drive, Waco TX 76710 p 1 254.754,0359 f 1 254.754.0478 June 4, 2010 Exhibit B -1 Page 2 of 5 Proposal for Environmental Services City of Corpus Christi, J. C. Elliott Landfill KLaINP''4DER r,�...•r,,,A.. Detection Monitoring Detection monitoring during the performance period will include two monitoring events planned for January 2011 and July 2011. Kleinfelder will sample the 16 detection monitoring wells (MW- 01-09, MW- 11 -17) for the dissolved hazardous metals (arsenic, barium, cadmium, chromium, lead, and selenium) and volatile organic compounds specified in the Groundwater Sampling And Analysis Plan ( GWSAP), Revision 6, dated October 21, 2005. Background sampling for total concentrations of metals listed in the current GWSAP dated December 26, 2007 will be conducted concurrently in 23 wells. The planned sampling schedule is presented in Tablet. Following each detection monitoring event, Kleinfelder will compare the semiannual detection monitoring results with background values for MW-01 through MW -17, and if exceedances occur, Kleinfelder will prepare notification reports to send to TCEQ. The estimated cost of this activity is $41,000. Table 1 Planned 2010-11 Sampling Schedule Wells October 2010 January 2011 April 2011 July 2011 Existing MWs 1 -17 Background, 8 wells Detection, 16 wells Background, 8 wells Background, 8 wells Detection, 18 wells Background, 8 wells New MWs18 -32 Background, 15 wells Background, 15 wells Background, 15 wells Background, 15 wells Total 23 wells 31 wells 23 wells 31 wells Backtrround Monitorjnq Background monitoring during the performance period will include two monitoring events planned for October 2010 and April 2011. Background samples will be analyzed for total concentrations of 15 metals listed in the current GWSAP dated December 26, 2007 in 23 older and recently Installed wells. The planned sampling schedule is presented in Table 1. The estimated cost for the background -only sampling events is $30,000. 2010 -11 Reoortin Kleinfelder will submit data quarterly to the TCEQ, and will prepare the 2010 annual groundwater monitoring report the in accordance with TCEQ requirements in the regulations and the Groundwater Sampling and Analysis Plan. This report is due 90 days after the last sampling event and is presently estimated for submittal in January, 2011. Kleinfelder will transmit one paper copy and one electronic copy of the report to the City of Corpus Christi and 3 paper copies to the TCEQ. The estimated cost of this activity is $27.000. 0T510P059 Copyright 2010 Kieinfalder Page 2 June 4, 2019 Exhibit 6 -1 Page 3 of 5 Proposal for Environmental Services City of Corpus Christi, J. C, Elliott Landfill 1 Kt. shvreLDER Verification Re- sampling After each detection monitoring event, Kleinfelder will evaluate data to determine if statistically significant changes (SSC) have occurred. In the event that such changes have occurred, Kleinfelder will notify the TCEQ in accordance with the requirements as described above. Kleinfelder will conduct verification sampling of the well(s) in which SSCs occurred. The proposed verification re- sampling budget allows for up to 1 day of sampling per re- sampling event (up to two annually) and an analytical budget of up to $500 per event. The estimated cost for this activity is $13,000. Consulting Services Consulting Services includes activities not specifically related to the collection, analysis, and reporting of data, such as permit modifications, alternate source demonstrations, and responding to TCEQ inquiries, notices of deficiency, or notices of violation. In addition, Kleinfelder may lend its expertise in others matters related to groundwater, as requested by the City of Corpus Christi. The estimated cost for these services is $ 9,000. Assumptions and Exclusions 1. TCEQ is expected to release new guidelines for Practical Quantltation Limits of laboratory analyses. The new requirements and their potential impact to the sampling program is not known at this time, and have not been factored into cost estimates. 2. Sampling labor estimates are based on sampling 4 wells per day. During the performance period, we anticipate changes in methods in addition to the initial sampling of new wells whose yield and stabilization characteristics are unknown. The assumed sampling rate may or may not be realized. 3. The extent of Consulting Services required during the project year cannot be fully anticipated. The budget should be understood to mean that Kleinfelder will provide these services up to the budget amount at our rates existing at the time of the service. ADDITIONAL SERVICES The following services are not included in the Basic Services and will be considered as Additional Services, if required or requested: • Nfeetingsfnterviews other than those described in the Basic Services. • The services of specialty subconsultants or other special outside services other than those described in Basic Services, • Any other services not specifically included in Basic Services. DELIVERABLES One signed, bound copy and one electronic copy of the annual report will be prepared and transmitted to the City of Corpus Christi. In addition, we will submit three hard copies of the annual report to the TCEQ. CTSIOP059 Copyriah12010 Kieinfelder Pauli 3 June 4, 2018 Exhibit 13-1 Pa•e4of5 Proposal for Environmental Services City of Corpus Christi, J. C. Elliott Landfill KLEINF-CLOER COMPENSATION Kleinfelder proposes to perform the Basic Services on a Time and Materials basis for $920,000. This amount will not be exceeded without prior approval. The Client and Kleinfelder may subsequently agree in writing to provide for additional services to be rendered under this agreement for additional, negotiated compensation. LIMITATIONS Our work will be performed in a manner consistent with that level of care and skill ordinarily exercised by other members of Kleinfelder's profession practicing in the same locality, under similar conditions and at the date the services are provided. Our conclusions, opinions and recommendations will be based on a limited number of observations and data. It is possible that conditions could vary between or beyond the data evaluated. Kleinfelder makes no guarantee or warranty, express or implied, regarding the services, communication (oral or written), report, opinion, or instrument of service provided. This proposal was prepared specifically for the client and Its designated representatives and may not be provided to others without Kleinfelder's express permission, AUTHORIZATION Your standard service agreement can be used to authorize these services. We appreciate the opportunity to submit this proposal and look forward to working with you on this project. If you have any questions or need additional Information, please do not hesitate to call. We are Committed to assist the City to ensure the success of this project. Sincerely, KLEINFELOER CENTRAL, INC. Texas Registered Engineering Firm - F5592 Henry L. Fleisohhauer, P.G. Field Project Manager (254) 754 -0369 CT51 QP059 Page 4 Copyright 2010 Kleinfelder Winfield L. McAtee, P.G. Project Manager June 4, 2O1 Exhibit B -1 Page5of5 AGREEMENT for Groundwater Monitoring and Services This AGREEMENT is between the City of Corpus Christi, Texas, a Texas home -rule municipal corporation, "CITY ", acting through its duly authorized City Manager or designee ( "City Engineer"), and Kleinfelder, a Texas corporation or partnership, "LAB ", acting through its duly authorized representative who is (Name) (Title), which agree as follows: 1. DECLARATIONS "CITY" desires to engage "LAB to provide services in connection with City's project, described as follows: Cefe Valenzula Landfill -- 2011 Groundwater Monitoring and Services (Project 5262) "PROJECT'. 2. SCOPE OF WORK "LAB" shall provide services to the PROJECT in accordance with the accompanying Scope of Services and Fee Schedule attached as "Exhibit A" and the Terms and Conditions to AGREEMENT attached as "Exhibit B" and indemnification and Hold Harmless attached as "Exhibit C ". 3. FEE The "CITY" agrees to pay the "LAB" for services provided in accordance with Exhibit "A ", Scope of Services and Fee Schedule under this AGREEMENT, a total not to exceed fee of $143,000.00 (in figures), (One Hundred Forty Three Thousand and nolxx dollars (in words). 4. CITY'S DISCLOSURE OF HAZARDOUS & TOXIC MATERIALS AND CONDITIONS AT THE PROJECT SITE. Based upon currently available information, the only hazardous or toxic materials, as defined by the laws and regulations of the Federal government, the state, and city which exist at the PROJECT SITE are as follows: None. CITY OF CORPUS CHRISTI LAB: By: Johnny Perales, P.E. (Date) Assistant City Manager ATTEST: Armando Chapa, City Secretary (Date) RECOMMENDED: Pete Anaya, P.E. (Date) Director — Engineering Services APPROVED AS TO FORM: Legal Department (Date) Funding Source: 530000 -1020 -12506 Encumbrance: By: (SIGNATURE) (Date) 326 Industrial Drive (Address) Waco, TX 76710 (City /State /Zip) 254- 754 -0369 Fax: 254 - 754 -0478 (Phone /Fax No.) Page of 1 ' Exhibit 13.2 Pape 1 of 5 KLE /NFELOER Bright People, Right Solutions, June 3, 2010 Mr. Lawrence Mikolajczyk Director, Solid Waste Operations City of Corpus Christi 2525 Hygeia — P.O. Box 9277 Corpus Christi, TX 78469- 9277 SUBJECT: Proposal 2010 -2011 Groundwater monitoring and related services Cefe Valenzuela Landfill Corpus Christi, Texas Dear Mr. Mikolajczyk: We are pleased to submit the following proposal for professional environmental services. This proposal presents the scope of work for expanded groundwater monitoring. This proposal was developed on the basis of our discussions and review of our scope of work/cost during the last two years of groundwater monitoring at the Cefe Valenzuela Landfill. If a portion of this proposal does not meet your project needs, or if those needs have changed, Kleinfelder is prepared to consider appropriate modifications, subject to the standards of care to which we adhere as professionals. Modifications, such as changes in scope, methodology, scheduling, and contract terms may result in changes to the quality of the assessments, as well as adjustment to our fees. SCOPE OF BASIC SERVICES Performance Period The services proposed herein will be performed from August 1, 2010 to July 31, 2011, Project Summary Kleinfelder will conduct four sampling events for landfill monitor wells on quarterly intervals. These events will include combinations of detection monitoring for currently approved constituents, and background monitoring for new constituents required by TCE4. Both new and existing wells will be sampled for these new constituents. Kleinfelder will continue quarterly methane monitoring. CTS10P060 Copyright 2010 Kieinfelr#er Alt Rights Reserved 326 N. Industrial Drive, Waco TX 76710 p 1254.754.0369 f 254.754.0478 June 3, 2010 Exhibit B -2 Page 2 of 5 Proposal for Environmental Services City of Corpus Christi, Cefe V a1enxuela Landfill KLEYNFE'4 OCR Waimea, Detection Monitoring Detection monitoring during the performance period will include two monitoring events planned For August 2010 and February 2011. Kleinfelder will sample the existing 18 -well system for the dissolved hazardous metals (arsenic, cadmium, chromium, copper, lead, nickel, selenium, silver, and zinc) and volatile organic compounds specified in the Groundwater Sampling And Analysis Plan ( GWSAP), Revision 1, dated February 5, 2007. Background sampling for total metals listed in the current GWSAP (August 26, 2009) in existing and newly installed wells will be conducted concurrently. The planned sampling schedule is presented in Table 1. Following each detection monitoring event, Kleinfelder will compare the semiannual detection monitoring results with background values for MW -01 through MW -14, and if exceedances occur, Kleinfelder will prepare notification reports to send to TCEQ. The estimated cost of this activity is $45,000. Table 1 Planned 2010 -11 Sampling Schedule Wells August 2010 November 2094 2091 May 2411 Existing Detection, Background -- 18 wells Background -18 wells _February Detection, Background -- 18 wells Background -18 wells New Background -- 5 wells Background -13 wells Background • 13 wells Background - 13 wells Total 23 wells 31 wells 31 walls 31 wells Background Monitoring Background monitoring during the performance period will include two monitoring events planned for November 2010 and May 2011. Background samples will be analyzed for total concentrations of 15 metals listed in the current GWSAP dated August 26, 2009 in existing and newly installed wells. The planned sampling schedule is presented in Table 1. The estimated cost for the background -only sampling events is $34,000. Methane Monitoring Kleinfelder will conduct quarterly methane monitoring at the Cefe Valenzuela Landfill. Data will be transmitted via letter report to the City, The estimated cost for this activity is $8,000. 2010 -11 Reporting Kleinfelder will submit data quarterly to the TCE^. and Will prepare the 2010 annuai groundwater monitoring report the in accordance with TCEQ requirements in the regulations CTSIOPO50 Page 2 June 3, 201& Copyright 2010 Klalnielder Exhibit B -2 Pace 3 of Proposal for Environmental Services City of.Corpus Christi, Cefe V alenzuefa Landfill KL EJNFFL DE'R M....,.,W,e.% and the Groundwater Sampling and Analysis Plan. This report is due 90 days after the last sampling event and is presently estimated for submittal in February, 2011. Kleinfelder will transmit one paper copy and one electronic copy of the report to the City of Corpus Christi and 3 paper copies to the TCEQ. The estimated cost of this activity is $28,000. Verification Re- sampling After each detection monitoring event, Kleinfelder will evaluate data to determine if statistically significant changes (SSC) have occurred. In the event that such changes have occurred, Kleinfelder will notify the TCEQ in accordance with the requirements as described above. Kleinfelder will conduct verification sampling of the well(s) In which SSCs occurred. The proposed verification re- sampling budget allows for up to 1 day of sampling per re- sampling event (up to two annually) and an analytical budget of up to $500 per event. The estimated cost for this activity is $13,000. Consulting Services Consulting Services includes activities not specifically related to the collection, analysis, and reporting of data, such as permit modifications, alternate source demonstrations, and responding to TCEQ inquiries, notices of deficiency, or notices of violation. In addition, Kleinfelder may lend its expertise in others matters related to groundwater, as requested by the City of Corpus Christi. The estimated cost for these services is $ 15,000. Assumptions and Exclusions 1. TCEQ is expected to release new guidelines for Practical Quantitation Limits of laboratory analyses. The new requirements and their potential impact to the sampling program is not known at this time, and have not been factored into cost estimates. 2. Sampling labor estimates are based on sampling 4 wells per day. During the performance period, we anticipate changes in methods in addition to the initial sampling of new wells whose yield and stabilization characteristics are unknown. The assumed sampling rate may or may not be realized. 3. The extent of Consulting Services required during the project year cannot be fully anticipated. The budget should be understood to mean that Kleinfelder will provide these services up to the budget amount at our rates existing at the time of the service. ADDITIONAL. SERVICES The following services are not included in the Basic Services and will be considered as Additional Services, if required or requested: Meetings /interviews other than those described in the Basic Services. CTSl0Po6o Page 3 Copyright 2010 Kleinreider June 3, 2019 Exhibit B -2 Page 4 of 5 Proposal for Environmental Services City of Corpus Christi, Cefe V alenzuela Landfill ISLE/NreLocR • The services of specialty subconsultants or other special outside services other than those described in Basic Services. • Any other services not specifically included in Basic Services. DELIVERABLES One signed, bound copy and one electronic copy of the annual report will be prepared and transmitted to the City of Corpus Christi. In addition, we will submit three hard copies of the annual report to the TCEQ. COMPENSATION Kleinfelder proposes to perform the Basic Services on a Time and Materials basis for $143,000. This amount will not be exceeded without prior approval. The Client and Kleinfelder may subsequently agree in writing to provide for additional services to be rendered under this agreement for additional, negotiated compensation. LIMITATIONS Our work will be performed in a manner consistent with that level of care and skill ordinarily exercised by other members of Kleinfelder's profession practicing in the same locality, under similar conditions and at the date the services are provided. Our conclusions, opinions and recommendations will be based on a limited number of observations and data. it is possible that conditions could vary between or beyond the data evaluated. Kleinfelder makes no guarantee or warranty, express or implied, regarding the services, communication (oral or written), report, opinion, or instrument of service provided. This proposal was prepared specifically for the client and its designated representatives and may not be provided to others without Ki(einfelder's express permission. AUTHORIZATION Your standard service agreement can be used to authorize these services. We appreciate the opportunity to submit this proposal and look forward to working with you on this project. If you have any questions or need additional information, please do not hesitate to call. We are committed to assist the City to ensure the success of this project. Sincerely, KLEINFELDER CENTRAL, INC, Texas Registered Engineering Firm — F5592 Henry L. Fleischhauer, P.G. Field Project Manager (254) 754 -0369 CTS10P060 Copyright 2010 Kleinreider Page 4 Winfi Id L. McAtee, P.G. Project Manager June 3, 2018 Exhibit 13-2 Fa•e5af5 File: \Mproject councilexhibiis \ exh5206. dwg NUECES COUNTY CEFE VALENZUELA LANDFILL LOCATION MAP HOT 7p SCALE EXHIBIT "Crc J.C. ELLIOTT LANDFILL I CEFE VALENZUELA LANDFILL- GROUNDWATER MONITORING & SAMPLING 73 C!TY COUNCIL EXHIBIT CITY OF CARPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1of1 DATE: 07 -14 -2010 10 AGENDA MEMORANDUM Council Action Date: June 22 2010 AGENDA ITEM: Motion authorizing the City Manager or designee to execute a Right -of- Way Easement instrument with D & E Development Corporation in the total amount of $88,582, for the acquisition of Parcel 9 containing 24,228 square feet of commercial land, located at the southeast corner of Saratoga Boulevard and Airline Road, necessary for the Airline Road Street Improvement Project, Saratoga Boulevard to Rodd Field Road, Project #6465, Bond 2008 and for other municipal purposes. ISSUE: The Airline Road Street Improvement Project, Saratoga Boulevard to Rodd Field Road, was approved by Bond Issue 2008, Proposition No. 1, Street Improvements, on November 4, 2008. The project includes the reconstruction of a two -lane rural roadway to a four -lane collector with a center left -turn lane. The project includes new curb and gutter, sidewalks, driveways, lighting, and utility reconstruction. The acquisition of right -of -way for the project is progressing along the project limits shown on the attached project location map marked Exhibit B. City staff has completed negotiations for Parcel 9 with the landowner, DBE Development Corporation. A signed Right -of -Way Easement has been obtained by City staff in the total amount of $88,582. Expenditures for land acquisition exceeding $50,000 require City Council approval. FUNDING: Bond 2008 Fund - 550701- 3546 - 00000 - 170322 Amount Requested: $88,582.00 RECOMMENDATION: Approval of the motion as presented. Attachments: Exhibit A. Exhibit B. Exhibit C. Background Information Project Location Map Parcel Location Map Pedro Anaya, P. E. Director of Engineering Services petean @cctexas.com 361- 826 -3081 N:1 HDME1EUSEBI0GIGENAgenda ItemslAirline Road St. Imps. 6565. D &E Dev Agenda Memorandum.doc BACKGROUND INFORMATION SUBJECT: Airline Road Street Improvements, Saratoga to Rodd Field (BOND 2008) Acquisition of Parcel 9, D &E Development Corporation PROJECT BACKGROUND: On Tuesday, November 4, 2008, the City of Corpus Christi held a voter election to consider a number of ballot propositions under Bond Issue 2008 to fund major capital improvements for the community. The Bond 2008 package included $153 million in projects targeting the City's most immediate needs to improve existing physical facilities, provide for growth, and protect the City's investment in its infrastructure. Proposition No. 1 included 31 individual street improvement projects, one of which was Airline Road from Saratoga Boulevard to Rodd Field Road. The Airline Road Project is designed for the full reconstruction of Airline Road from Saratoga Boulevard to Rodd Field Road as shown on the attached Exhibit B. The scope of work includes the reconstruction and widening of the existing unimproved two lane roadway to a five lane roadway with four travel lanes and a continuous left turn lane. Other improvements include curb and gutter, sidewalks, ADA curb ramps, lane striping and pavement markings, and street lighting. Associated utility systems will be relocated, rehabilitated or replaced as appropriate within the project limits. PARCEL DESCRIPTION: Parcel 9 is located at the intersection of Airline Road and Saratoga Boulevard as shown on the attached Exhibit C. This parcel contains 24,228 square feet of land of variable width extending southward 1 ,223 feet from Saratoga Boulevard to the City's Brighton Drainage Channel. The subject property, on which the easement is located, contains 40.733 acres and is multi -zoned "B-4" General Business District, "AB" Professional Office District, "A -2 ", Apartment House District, and "R2 ", Multiple Dwelling District. The subject Right -of -Way Easement extends across two of the zones, namely B-4, commercial business and AB, professional office. An easement value was determined based according to the two zones. The just compensation to the owner in the amount of $88,582 is based on $5.50 per square foot for the northernmost 7,536 square feet of Saratoga /Airline frontage, $2.75 per square foot for the rear 15,592 square feet of Airline frontage, and $1,231 for relocation of the existing livestock fence. An appraisal was obtained from American Appraisers, Inc, and supplemented with a City staff appraisal review. PARCEL NEGOTIATIONS:. The City has negotiated in good faith with the landowner and has acquired an executed Right -of -Way Easement for the 24,228 square feet parcel in the amount of $88,582. The easement allows full rights to the City for construction of its improvements and surface use of the land. Since this is an easement acquisition, no title company is required for closing. =XF -fF3ET A Page I of 2 —78— PRIOR COUNCIL ACTION: 1. November 13, 2008 — Ordinance canvassing retums and declaring results of the Special Election held on November 4, 2008 in the City of Corpus Christi for the adoption of seven bond propositions and approval of a proposition to restrict vehicular access to and on the portion of the Gulf of Mexico Beach seaward of the concrete portion of the Padre island Seawall. (Ordinance No. 027939) 2. November 18, 2008 - Resolution expressing official intent to reimburse costs of the 2008 Bond Capital Improvements Projects in an amount not to exceed $152,645,000 for improvements to Streets, Fire Department Facilities, Police Department Facilities, Libraries, Museums, Parks and Recreation Facilities, and Bayfront Development. (Resolution No. 027950) 3. December 16, 2008 - Ordinance approving the FY 2009 Capital Budget and Capital Improvement Planning Guide in the amount of $163,391,300. (Ordinance No. 028006) 4. March 31, 2009 - Motion authorizing the City Manager, or his designee, to execute a Contract For Professional Services with HDR Engineering, Inc. from Corpus Christi, Texas in the amount of $1,127,716, for Airline Road from Saratoga Boulevard to Rodd Field Road for design, bid, and construction phase services (BOND ISSUE 2008). (Motion No. 2009 -076) PRIOR ADMINISTRATIVE ACTION: 1. September 19, 2008 - Distribution of Request for Qualifications (RFQ) No. 2008 -05 Bond Issue 2008 and Other Projects to 206 engineering firms (86 local and 120 non- local). 2. October 14, 2008 — Addendum No. 1 to the Request for Qualifications (RFQ) No. 2008- 05 Bond Issue 2008 and Other Projects to 206 engineering firms (86 local and 120 non - local). 3. October 20, 2008 — Addendum No. 2 to the Request for Qualifications (RFQ) No. 2008- 05 Bond Issue 2008 and Other Projects to 206 engineering firms (86 local and 120 non - local). FUTURE COUNCIL ACTION: 1. Authorize the acquisition of parcels whose cost exceeds $50,000 and, 2. Authorize the resolution for Eminent Domain proceedings, if needed, 3. Authorize the payment of any Special Commissioners Award for the condemnation of any parcels. EXHIBIT A Page 2 of 2 —79— CORPUS CHRISTI BAY LOCATION MAP NOT ro SCALE PROJECT Noe EXHIBIT B AIRLINE ROAD FROM SARA TOQA BOULEVARD TO ROOD FIELD ROAD 3010 ISSUE 2008 - n— CITY COUNCIL EXHls1F CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 7 DATE: 10/27/2009 +� CORPUS CliRTS r B.1y PROJECT LOCATION LOCATION MAP NOT To SONS VICINITY MAP NOT TO SCALE EXHIBIT C AIRLINE ROAD - SARA TOGA TO RODD FIELD -81- CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1' off DATE: 5 -28 -2010 MOW C 11 AGENDA MEMORANDUM City Council Action Date: June 22, 2010 AGENDA ITEM: ITEM A: A Motion to amend, prior to second reading, the proposed ordinance amending Chapter 6, Animal Care and Control, Section 6 -105, entitled "Dead animal pickup service fee," to clarify that the service fees will be assessed and collected on a per visit basis. ITEM B: An ordinance amending the following provisions of Chapter 6 of the Code of Ordinances: Section 6 -2T, entitled "Fees," to establish fees for the issuance of a three -year registration; Section 6 -28, entitled "Term," to revise the section to Include a new three -year registration; Section 6 -29, entitled "issuance and wearing of tag," to revise the fee for a replacement registration tag and establish a new fee for a replacement rabies tag; Section 6- 54, entitled "Fees," to revise permit fees; and Section 6 -126, entitled "Rabies vaccination," to allow for a three -year rabies vaccine; creating new Section 6-104 to establish fees for small animal traps and new Section 6.105 to establish a dead animal pick -up service fee; providing for an effective date; providing for penalties; providing for severance; and providing for publication ISSUE: The Health Department is proposing to set new and increased fees for the spay /neuter clinic. The Health Department would collect these fees for the spay /neuter program. Additionally the Health Department is proposing to amend Chapter to establish new fees and increase existing fees for Animal Care Services. The Health Department will continue to collect these fees. REQUIRED COUNCIL ACTION: Approval of the resolution and ordinance. PREVIOUS COUNCIL ACTION: Clinical fees established in 2007 and not since revised. Last Chapter 6 ordinance revision 12 -14 -2004, with the exception of circus permit fees, did not include an increase in fees. FUNDING: There is no funding or match funding required. CONCLUSION AND RECOMMENDATION: Staff recommends approval of the ordinance as presented. C. 'R 1.. Annette od guez, M.P.H. Director of Public Health a n n ette rCa7 ccte xa s. co m 361- 826 -720 —85— BACKGROUND INFORMATION Upon presentation of this agenda item at the city council meeting of June 8, 2010, Council members requested an analysis of the cost associated with the dead animal pick up. Based upon that analysis it has been determined that the original fee presented failed to sufficiently recover the cost of the service. Therefore this agenda item has been amended and is being resubmitted. Permits, Sec. 6 -54, sets out fees for certain animal related permits the City requires. Upon a review of these fees, it was found that an increase is appropriate. Rabies, Sec. 6 -126, requires the owners of dogs and cats within the City to vaccinate their dogs and cats on an annual basis. The State now permits a three -year rabies vaccine to be used on dogs and cats and for those animals to be recognized as currently vaccinated. Animal Care Services is seeking to allow this practice of vaccinating every 3 years. Additionally, Animal Care Services provides traps to citizen. Currently citizens are required to leave only a refundable deposit. The deposit addresses if a trap is abused, broken or stolen. However, it does not address normal wear and tear. Therefore, in order to be able to replace such traps, Animal Care Services is requesting to charge a fee for the use of the traps in conjunction with the refundable deposit. Finally, Animal Care Services has been providing to the local businesses, including veterinarians the service of dead animal pick up. While most veterinarians charge a fee to their customers for the service of euthanasia and disposal, Animal Care Services has been providing the dead animal pick up without charge. This ordinance will correct this oversight, and will result in cost recovery. AN ORDINANCE AMENDING THE FOLLOWING PROVISIONS OF CHAPTER 6 OF THE CODE OF ORDINANCES: SECTION 6 -27, ENTITLED "FEES," TO ESTABLISH FEES FOR THE ISSUANCE OF A THREE -YEAR REGISTRATION; SECTION 6 -28, ENTITLED "TERM," TO REVISE THE SECTION TO INCLUDE A NEW THREE -YEAR REGISTRATION; SECTION 6 -29, ENTITLED "ISSUANCE AND WEARING OF TAG," TO REVISE THE FEE FOR A REPLACEMENT REGISTRATION TAG AND ESTABLISH A NEW FEE FOR A REPLACEMENT RABIES TAG; SECTION 6 -54, ENTITLED "FEES," TO REVISE PERMIT FEES; AND SECTION 6 -126, ENTITLED "RABIES VACCINATION," TO ALLOW FOR A THREE -YEAR RABIES VACCINE; CREATING NEW SECTION 6 -104 TO ESTABLISH FEES FOR SMALL ANIMAL TRAPS AND NEW SECTION 6 -105 TO ESTABLISH A DEAD ANIMAL PICK -UP SERVICE FEE; PROVIDING FOR AN EFFECTIVE DATE; PROVIDING FOR PENALTIES; PROVIDING FOR SEVERANCE; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Section 6 -27, Chapter 6, of the Code of Ordinances, entitled "Fees," is amended to read as follows: "Sec. 6-27. Fees. "(a) Fee. The annual registration fee -is fee for a dog or cat that has been currently vaccinated with a manufactured one -year or three -year interval rabies vaccination is as follows: "(1) Each spayed or neutered dog or cat 4.00 "(2) Each dog or cat not spayed or neutered ... X00 12.00 "(b) The fee for a three -year registration for a dog or cat that has been currently vaccinated with a manufactured three -year interval rabies vaccination is as follows: "(1) Each spayed or neutered dog or cat ... $ 10.00 "(2) Each dog or cat not spayed or neutered ... 35.00 "( No fee may be charged for a registration issued for any dog actually used by a person with disabilities who utilizes the dog as a service animal to aid the person in going from place to place within the city. " No fee may be charged for a registration issued for any dog that is owned and used by any law enforcement agency for drug awareness, drug or bomb detection, or any other law enforcement purpose. "(4) (e) Participating veterinarians will be rebated one dollar ($1.00) for each registration they issue if duplicate copies of the registration and vaccination certificates are submitted to the Animal Care Services division within ten (10) days of issuance of the registration." SECTION 2. Section 6 -28, Chapter 6, of the Code of Ordinances, entitled "Term," is amended to read as follows: "Sec. 6 -28. Term. "(a) If not revoked under the provisions of this chapter, an annual registration is effective for a period of one (1) year from the date of the rabies vaccination, if the registration is issued to an animal vaccinated with a one -year rabies vaccine or a three -year rabies vaccine and is issued on the date of original vaccination. "(b) If not revoked under the provisions of this chapter, a three -year registration is effective for a period of three (3) years from the date of vaccination if the registration is issued on the date of original vaccination." "(c) In the event that a registration is, or has been, purchased on a date other than the rabies vaccination date, the registration issued is effective for a period of one (1) year from the date of issuance or the expiration date of the rabies vaccination, whichever occurs earlier. In no instance may any registration exceed the date of expiration of the rabies vaccination that was administered." SECTION 3. Section 6 -29, Chapter 6, Code of Ordinances, entitled "Issuance and wearing of a tag," is amended to read as follows: "Sec. 6 -29. Issuance and wearing of tag. "(a) * ** "(c) Replacement of tag. A duplicate registration tag may be obtained from the Animal Care Services division upon payment of a two dollar ($2.00) five - dollar ($5.00) replacement fee and proof of presentation of the original registration receipt. For animals administered a rabies vaccination through the Animal Care Services division for which the vaccine remains effective, a duplicate rabies vaccination tag may be obtained from the division upon payment of a five - dollar (S5.00) replacement fee. ..c SECTION 4. Section 6 -54, Chapter 6, Code of Ordinances, entitled "Fees," is amended to read as follows: E -o e4. r r €vcz _gg_ gage 2 of 6 "Sec. 6-54. Fees. "(a) Fees for commercial permits are as follows: "Auctions ... $ 100.00 "Circuses ... 200.00 "Department Stores Vich, rodents, birds 25:$0 50.00 "Grooming Shops ... 50.00 25.00 "Guard Dogs: "Single dog/single site ... 2-540 50.00 "Multiple dogs /single site ... 50.00 75.00 "Multiple sites with one (1) dog ... 400.00 125.00 "Kennels: "Authorized less than ten (10) animals ... 2-5,00 50.00 "Authorized between ten (10) and fifty (50) animals ... 50.00 75.00 "Authorized fifty -one (51) or more animals ... X0070125.00 "Performing Animal Exhibit ... 25.00 "Performing Animal Exhibition ... 200.00 "Pet Stores ... 50.00 "Petting Zoos (temporary; less than ten (10) days) ... 50.00 "Rodeos ... 200.00 "Stables: "Authorized less than ten (10) horses ... 25..00 50.00 "Authorized between ten (10) and twenty -five (25) horses ... 50,90 75.00 "Authorized twenty -six (26) or more horses . , . 400,00 125.00 ii(b) * * * 17 SECTION 5. Section 6 -126, Chapter 6, of the Code of Ordinances, is amended to read as follows: "Sec. 6 -126. Rabies vaccination. EHord297 revd2 _89— Page 3 of 6 "(a) No person may own, keep, harbor or have custody or control of a dog or cat over four (4) months of age within the city, unless the dog or cat has been immunized against rabies veter;narian an a., anR, aI crass in accordance with this chapter and State law. In the event of a conflict of laws, the more stringent provision shall prevail. "(b) * * * „ SECTION 6. A new section, Section 6 -104, is created in Chapter 6 of the Code of Ordinances to establish fees relating to rentals of small animal traps, to read as follows: "Sec. 6-104-6-1-2-8,-Reserved. Small animal traps. "Small animal traps will be rented by the Animal Care Services division to a citizen for a charge of $10.00. This rental fee provides for the use of a trap for seven (7) calendar days. There is a required refundable deposit of $50.00 prior to the rental of a trap. The following are exempt from the rental fee and deposit: low income citizens below the poverty level as established by the U. S. Department of Health and Human Services: provided, however, in order to obtain such an exemption on the fee and deposit, the exempted citizen shall be required to state in a written agreement that he/she is entitled to the exemption. There is a $50,00 replacement charge for all small animal traps that are lost, stolen, or otherwise damaged rendering the trap unusable by the Animal Care Services division regardless of exemption status for rental fees and deposit." SECTION 7. A new section, Section 6 -105, is created in Chapter 6 of the Code of Ordinances to establish a dead animal pick -up service fee, to read as follows: "Sec. 6 -105. Dead animal pick -up service fee. "From participating local commercial businesses, a service fee per visit of $5.00 for the first three dead animals, then $5.00 for each dead animal thereafter will be collected for each dead dog, cat, or small animal upon pick up of the animal by the City. The maximum weight of any animal picked up under this section may not exceed 100 pounds. The disposal of any dead animal weighing over 100 pounds will be handled in accordance with the provisions of Chapter 21 of the Code." "Sec. 6-106-6-125. Reserved." SECTION 8. The provisions of this ordinance are effective on and after July 1, 2010. SECTION 9. A violation of any provision of this ordinance or requirements implemented under this ordinance constitutes an offense punishable as provided in this ordinance and in Sections 1 -6 and 1 -6.1 of the Code of Ordinances of the City of Corpus Christi. SECTION 10. lf, for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it will not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite EHQrd297 revd2 -- 9 0 — Page 4 o' 6 intent of the City Council that every section, paragraph, subdivision, phrase, word, and provision of this ordinance be given full force and effect for its purpose. SECTION 11. Publication of this ordinance is to be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi, Texas. EHord297 revd2 —91— Page 5 of 6 The foregoing ordinance was read for the the /13 day of pn4 Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick first time and passed to its second reading on , 2010, by the following votes: Priscilla G. Leal John E. Marez �r�Y Nelda Martinez Mark Scott The foregoing ordinance was read for the second time and passed on its final reading on the day of , 2010, by the following votes: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick PASSED AND APPROVED this the ATTEST: Armando Chapa City Secretary APPROVED as to form: June 15, 2010 _4/' ' Eliza ■ = h R. Hundley ` ' Assis nt City Attorney for the City Attorney EFiard297 revd2 -92- Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott day of , 2010. Joe Adame Mayor Pace 6of6 12 NO ATTACHMENT FOR THIS ITEM 13 NO ATTACHMENT FOR THIS ITEM 14 NO ATTACHMENT FOR THIS ITEM 15 NO ATTACHMENT FOR THIS ITEM 16 NO ATTACHMENT FOR THIS ITEM 17 NO ATTACHMENT FOR THIS ITEM AGENDA MEMORANDUM AGENDA ITEM: PUBLIC HEARING — ZONING (City Council Action Date: June 22, 2010) Case No. 0510 -02 N.M. Edificios. - A change of zoning from the "1 -2" Light Industrial District to the "1 -3" Heavy Industrial District resulting in a change of land use from light industrial to heavy industrial use on the property described below: The property to be rezoned is a 0.0172 acre (750.00 Sq Ft) tract of land of a 32.41 acre tract of State Survey No. 402, James W. Ward, Original Grantee, Abstract No. 1031 and State Survey No. 316, J.R. Ward, Original Grantee, Abstract No 1055, approximately 1,300 ft. east of the intersection of State Highway 44 (Agnes Road) and Clarkwood Road. PLANNING COMMISSION AND STAFF RECOMMENDATION (May 12, 2010): Planning Commission and Staff recommended denial of the "1-3" Heavy Industrial District and in lieu thereof a Special Permit with the following conditions: 1. Uses: All uses allowed in the "1 -2" Light Industrial District plus two UL2085 above ground fuel tanks not to exceed 7,000 gallons per tank. 2. Fire Department Approval: The above ground fuel tank shall meet all Fire Department requirements. 3. Zoning Board of Adjustments Approval: The above ground fuel tank will not be allowed without Zoning Board of Adjustment approval. 4. Time Limit: Such Special Permit shall be deemed to have expired within 1 year of the date of this ordinance, unless the property is being used outlined in Condition #1 and in compliance with all other conditions. REQUIRED COUNCIL ACTION: Approval of Planning Commission and Staffs Recommendation. STAFF SUMMARY: Request: The applicant is requesting a change in zoning from "1 -2" Light industrial District to "1 -3' Heavy Industrial District on a 750 square foot portion of a 32.41 acre land parcel to allow for two 7,000 gallon, EJL 2085, "above ground" fuel storage tanks. Existing Land Uses: The subject property is vacant land. To the north east. south, and west is also vacant land. —1 1 9 — Agenda Memo Case No. 0510 -02 N.M. Edificios Page 2 Existing Zoning: The purpose of the "1 -2" Light Industrial District is to provide for light manufacturing, fabrication, warehousing, and wholesale distributing in high or low buildings with access to an arterial street, freeway, or raifroad in central or outlying areas of the city. Residential uses are not allowed. The "I -2" District requires a minimum 20 -foot front yard setback and no side or rear yard setbacks are required unless the property abuts a residential district; in which case a 10 -foot side and rear set back would be required. The °1-2" District does not have a minimum lot size, lot frontage, height limitation, open space requirement, or floor area intensity factor requirement. Proposed Zoning: The "I -3" Heavy Industrial District provides for industrial operations of all types except that certain potentially hazardous industries, such as above - ground fuel tanks, are permitted through the Special Permit approval process, reviewed and approved through the City's Zoning Board of Adjustment, to assure protection of the public interest and surrounding property and persons. Juan ales, Jr., P.E. Assist- - City Manager, Departments of ngineering and Development Services Email: johnnyp a�?cctexas.com Phone: 361- 826 -3828 Attachments: 1. Zoning Report 2. Planning Commission Minutes 3. Ordinance (and site plan if appropriate) -120 -- ZONING REPORT Case No.: 0510 -02 Planning Commission Hearing Date: May 12, 2010 Applicant & Legal Description Applicant: N.M. Edificios, LLC Owner: N.M. Edificios, LLC Representative: LNV, Inc. Address: 8802 State Highway 44 Legal Description/Location: A 0.0172 acre (750.00 Sq Ft) tract of land of a 32.41 acre tract of State Survey No. 402, James W. Ward, Original Grantee, Abstract No. 1031 and State Survey No. 316, J.R. Ward, Original Grantee, Abstract No 1055; approximately 1,300 ft. east of the intersection of State Highway 44 (Agnes Road) and Clarkwood Road. Zoning Request From: "I -2" Light Industrial District To: "I -3" Heavy Industrial District Area: 750 sq ft. area out of a 32.41 acre tract of land. Purpose of Request: The applicant is requesting a change in zoning from "I -2" Light Industrial District to "I -3" Heavy Industrial District on a 750 square foot portion of a 32.41 acre land parcel to allow for two 7,000 gallon, UL 2085, "above ground" fuel storage tanks. Zoning -Land Use Analysis Zoning Existinj Land Use Future Land Use Site "1 -2" Light Industrial District Vacant Light Industrial North "F -R" Farm -Rural District Vacant Light industrial East "F -R" Farm -Rural District Vacant Public/Semi-Publi c South "F -R" Farm -Rural District Vacant Light Industrial West "R-1B" One - Family Dwelling Dist. Vacant Light Industrial ADP, Map & Violations Area Development Plan: This tract of land is located in the PortIAirportlViolet Area Development Plan and is planned for light industrial uses. The proposed change in zoning is not consistent with the adopted Future Land Use Plan which designates the area for light industrial uses. Map No.: 057,042 Zoning Violations: None Zoning Report Page 2 STAFF SUMMARY Applicant: N.M. Edificios, LLC Case t ; 0510 -02 Request: The applicant is requesting a change in zoning from "I -2" Light Industrial District to "1-3" Heavy Industrial District on a 750 square foot portion of a 32.41 acre land parcel to allow for two 7,000 gallon, UL 2085, "above ground" fuel storage tanks. Existing Land Uses: The subject property is vacant land. To the north, east, south, and west is also vacant land. Existing Zoning: The purpose of the "1 -2" Light Industrial District is to provide for light manufacturing, fabrication, warehousing, and wholesale distributing in high or low buildings with access to an arterial street, freeway, or railroad in central or outlying areas of the city. Residential uses are not allowed. The "I -2" District requires a minimum 20 -foot front yard setback and no side or rear yard setbacks are required unless the property abuts a residential district; in which case a 10 -foot side and rear set back would be required. The "I -2" District does not have a minimum lot size, lot frontage, height limitation, open space requirement, or floor area intensity factor requirement. Proposed Zoning: The "I -3" Heavy Industrial District provides for industrial operations of all types except that certain potentially hazardous industries, such as above - ground fuel tanks, are permitted through the Special Permit approval process, reviewed and approved through the City's Zoning Board of Adjustment, to assure protection of the public interest and surrounding property and persons. Transportation & Circulation: The subject property has access to State Highway 44. Currently, State Highway 44 is an F -1, four -lane divided Freeway. The freeway's primary function is to serve high -speed regional and cross -town traffic. These roadways are characterized by access control and are usually multi -lane divided roads with few, if any, intersections at grade. Traffic speed is high and on -street bicycle traffic is prohibited on the main lanes. Each 2 -lane paved surface of State Highway 44 is 40 feet in width, and two, 2 -lane frontage roads parallel both sides of the freeway, each consisting of 35 foot paved surfaces. Urban Street Transportation Plan Type State Hwy. 44 F`1, 4 -lane Freeway 1 Existing ROW and Paved Section 400740' paved each side of Brass median Planned ROW t i raffle Volume - and Paved - Section 15,788 E 12.589 W • State Ew 44 Infrastructure Demand: Water: No water lines exist to service the subject property. A inch a: :v water line runs parallel along Clarkwood South Road to the west cf. ne subject property, and a 2 -inch and 3 -inch line runs parallel -,Yith Soh Bockhclt Road to the east of the subject property. The a pplicF.,; v,-111 required to extend water service to the proposed project site. _122_ Zoning Report Page 3 Applicant: N.M. Edificios. LLC Case #: 0510 -02 * +• Wastewater: No wastewater lines exist to service the subject property. A 10 -inch and fl- inch wastewater line runs parallel along Clarkwood South Road. approximately 1,400 feet west of the subject property. • Stormwater: A stormwater drainage ditch/easement lies along the western boundary of the subject property. • Gas: Gas service is not available to the subject property. Public Safety: •+• Police: The subject site is located within the A20 Directed Patrol District. This district experienced 274 crimes in 1993, with an increase of 38 crimes for a total of 312 reported crimes in 2005. •+• Fire & Rescue: Fire Station #12 located at 2120 Rand Morgan Road and is the closest fire and rescue center to the subject property, located approximately 3.5 miles from the subject property. The closest fire hydrant is located approximately 1,680 feet to the west of the subject property on Clarkwood South Road. Environmental Constraints: *:• FEMA Flood Zone: Flood Zone "X ", areas outside the 1- percent annual flooding chance. • Wetlands: No wetlands exist on or near the subject property. RELATIONSHIP TO SMART GROWTH PRINCIPLES (See Attachment 7): The project was rated against Smart Growth Principles and received 2 stars out of a possible 5 stars, with a total of 27 points. COMPREHENSIVE PLAN CONSISTENCY: The adopted Future Land Use Plan designates the subject property for Light Industrial use; therefore, the proposed "1 -3" Heave Industrial Zoning District is not consistent with the City's Comprehensive Plan. In addition, policies from the Corpus Christi Policy Statements and the Area Development Plans are provided below. Policies — Industrial: A large amount of vacant land is currently zoned for industrial use in the city, with a significant amount located along I.H. 37 between Violet Road and Padre Island Drive. These areas are important, as they help provide sufficient industrially zoned land for existing and future industries. A primary land use concern is the location of industrial sites and the impact they have on abutting non - industrial uses. If industrial uses are introduced into non - industrial —1 23— Zoning Report Page 4 Applicant: N.M. Ediiicios, LLC Case #: 0510 -62 areas of the city, they must be designed with sufficient open space and other buffers to protect the safety, aesthetic, and monetary value of adjacent properties. b. AN ACTIVE PROGRAM SHOULD BE DEVELOPED TO RETAIN AND EXPAND EXISTING INDUSTRY. One of the principal components of industrial growth comes from the expansion of existing industry rather than from the development of new industry. Programs that will promote competitively- priced industrially -zoned land for expansion should be supported. Staff Comment: The subject property and properties located to the north, south, and west of the subject property are designated for light industrial use under the adopted Future Land Use Map. INCOMPATIBLE INDUSTRIAL AND COMMERCIAL LAND USES SHOULD NOT ABUT RESIDENTIAL AREAS. Many of the activities allowed in the industrial and commercial districts are incompatible with residential areas. Whenever possible, such uses should be separated from residential areas. When these uses must abut residential areas, steps shall be taken to minimize conflicts, i.e., provision of open space, landscaping, screening fences, etc. Staff Comment: Generally, issues of noise, odor, bright lights, and hours of operation can individually or in combination negatively impact a residential neighborhood. However, the "R-1B" One - Family Zoning District located to the west of the subject property is currently vacant. PORT /AIRPORT/VIOLET AREA DEVELOPMENT PLAN CONSISTENCY: The specific goal of the Port/Airport/Violet Area Development Plan is to promote redevelopment of under -used land and proper development of abundant vacant land in the area. Staff Comment: The area development plan encourages new commercial and industrial uses on vacant lands. However, the proposed heavy industrial use of the property is not consistent with the Area Development Plan. PLAT STATUS: The 750 square foot portion of the subject property is not platted. DEPARTMENT COMMENTS: ❖ The Fire Marshall has reviewed the application and has no objections to the rezoning request. Zoning Report Page 5 Applicant: N.M. Edificios, LLC Case #: 0510 -02 PLANNING COMMISSION AND STAFF RECOMMENDATION: Denial of an "I -3" Heavy Industrial District in lieu of approval of an "I -2" Light - Industrial District with a Special Permit for two (2) UL2085 above ground fuel storage tank not to exceed 7,000 gallons per tank and subject to a site plan with the following conditions: 1. Uses: All uses allowed in the "I -2" Light Industrial District plus two UL2085 above ground fuel tanks not to exceed 7,000 gallons per tank. 2. Fire Department Approval: The above ground fuel tank shall meet all Fire Department requirements. 3. Zoning Board of Adjustments Approval: The above ground fuel tank will not be allowed without Zoning Board of Adjustment approval. 4. Time Limit: Such Special Permit shall be deemed to have expired within 1 year of the date of this ordinance, unless the property is being used as outlined in Condition #1 and in compliance with all other conditions. Mailed Notices: 1 within 200 foot notification area; 1 outside the 200 foot radius Favor — 0 (inside notification area); 0 (outside notification area) Opposition — 0 (inside notification area); 0 (outside notification area) As of May d, 2010 Attachments: I. Site 2009 Aerial 2a. Neighborhood Existing Land lise 2b. Site Existing Land Use 3. Site Future Land Use 4. Site Existing Zoning, Notice area. Ownership 5. Comments received from Public Notices mailed 6. Notice Mailing List 7. Smart Growth Chart 8. Site Plan • CASE: 05f0-02 Subj?ci: • / prop& Pt, !tie use. • !SP e www. caexa c SLS,EC ! pRoporn,' .400 Z.'.0 r7,5AR ■4 1 Estate Residential - ER Law Derrsity Res.- LOR AM! Med Density Re-s.- MDR Mir High 0 eh sity Res . - WEIR Mobile Horne FAT' Vacant • VAC 171:11. Proressiorr Fd Office - PO Coramerciai - COM .F.I7 Licht ladusfriai • Li 4rn Heavy hdfrL - I Public Serrri-Pub - PSF • Fgrk Orahr ace Corridor - DC CohservichiFreservartich - CP ET Water Mrsis Scale: 1:1°,000 LOCAT1ON MAP ?.1•1. qc! CASE: 0510-02 2.b. SfTE- EXISTING LAND USE Estate Residential • ER Ligat industrial -Lt LDR Low Demetly Res. - LEW Hemy inclastrial HI Dewey Res . MDR Artrik Semi•Publk • PSP figk Dettsty Rec. tiOR MiE Pad; Mob& f-konte • flei Meg5.,2) Drainage Camelot • Df.: Vacant -VAC a. Consetvetion1Preoervatioic • CP Professional Mice • PO EJ Atter ow Commercial • COM Map Sc. 1.2,400 CASE: 0510-02 3. STE- FUTURE LAND U$ E -77F Agrictikirailkiie;- AR I= Toilrist • TOR 1f1 Rosidemdai • ER ME Researeirithaiites-s Part -RBP LDP. Low LblePky Res, -LCR -{ lioltt Indixtriai :WW1 fifkil Dewily Re*. • IVDR -q..M9 !leery kedastriai 1-ft LPftcrly Res, FOR INF Public Semi-Peibik P =)NiE Abbile Horne -NH Nat '• VAC Vacant -VAC X=es:.• Diaiffitoe Conidor -DC ProfeaSiOrie Cffice. • PC DroOM Piacetawr - romatercie • CON; Miter ConservationlAweevatior • CP Tramportadon Raw 4 E =7-31,2 5 EXPMCWii5C LLJL. beteriaig Ookctom- . Prrir,vay Raiinxid .3/ = lefep Sce.. 1:2,400 L OC ATtON Ett P -133- OUT 4.ARF'1 OOD AGFI CASE: 0510 -02 4. SITE - EUSTU'1G ZONING. NOTICE AREA & OWNERSHIP °•I - F..alnenl H:ac< DI: k I:I =•i- - {aFMenl Dace GL-k L'V pal laeni MaL'< D1 :II: V Pr * ::Iz1>.y •iTF,Z DI: 11:1 =T '1•arin <nFT-,CII:[ DI: 11 6•I MN y11b•m:9.1 64.111# :: GI: LI:I E•1= kelole,:t11xd 6[1711`_: 01:11:! F •. •4Y c111 600e:: DI :4I: I 631111 L1 ' 161C 11r- DE:11:1 6u:k :: DI: 11:1 4. -: Gnxm[ 6si : : : I 6•: PIII.. , 6ccllr. :4 4] :11:1 6S PIII•i.yy 6u71x _: c!e DI:14 :1 6 4 •:u I•ac •:1•14. 1 6ea:Is De :Ion DE:L. 4.4 Fsln P6Fal 0I:44:1 4-' HE Itf: -:e1 R1z' Larlllls1 PI Y. a I:v1:41 F1 Ito IDJ Mlle liy04 :4I:1 F: DOH 4Y141: 014 00 11 :I ▪ : Hey- ;, tAkr 41.; 01:11.1 P414 P la1rb46 Pre De•m1- 4er•en1 4 - -- re Fsali DIel4': PI: It:1 F -14. -ane 1.y }; D.6•1144 GI: 11:1 P • I•: !•lx F s1•4; D s*II 4 DI: 44:I P • i Lill 4e O weikq DI: 41 :1 . - •il• Fsa1, exeli ,1 PI: 41 :4 • denial E: Lae. 01: 11:1 P .7Y 1 e .4:.3 a 1414111111 11211:1 : 4 C,l•e0� 4ellnll T -1 -. 'FT =el12 Ie1 P.]I4. 1,1! :l T -16 61•Pe 0:,:t HJfrt PYF 01: 41:1 T -I•. 4.4 .iA:RFF•[ Ha..< 11••I07'Ix1 oE:kl:l COMMENTS RECEIVED FROM PUBLIC NOTICES MAILED Case No: 0510 -02 Name: N.M. Edif cios, LLC I. Notices returned from WITHIN the 200 -foot notification area: (Note: The number(s) next to name corresponds to the attached map.) Total number mailed: 4 Returned undeliverable: 0 Favor: 0 Opposition: 0 IL Responses received from OUTSIDE the 200 -foot notification area: Total number mailed: 1 Returned undeliverable: 0 Favor: 0 Opposition: 0 Iii. Responses received from owners /applicants of subject area: Favor: 0 Opposition: 0 IV. Unsolicited responses received concerning subject area: Total number mailed: 0 Returned undeliverable: 0 Favor: 0 Opposition: 0 H:1PLN- DIRLSHAR£D11. Planning Commission PC2009 Public Comments 11209- O4.doc -137- 6OCKI IO1 T PART {FORMER! Y 263-143-2M % 0 0 f0 SMART GROWTH COMPARISON: ATTACHMENT 7 Polices listed below are taken from 'Getting to Smart Growth 11: 100 More Policies for Implementation ", provided by the Smart Growth Network. These policies are intended to offer an alternative approach to development and should not be viewed as development mandates. Although encouraged based on their ability to improve the city's function and livability, these policies are in no way meant to serve 85 additional development requirements or regulations. Smart Growth policies for Corpus Christi merely offer viable development options capable of effectively supporting economic development and jobs; creating strong neighborhoods with a range of housing, commercial, and traffic calming options for increasing populations and growth; and achieving healthy communities that provide families with a clean environment. Zoning Case:0510 -02 From: "1 -2" Light Industrial District To "1 -3" Heavy Industrial District Will the request promote development that fosters the following? Answer Pts. Weight Score _ 1. Mix land uses. 3 Project provides a new type of development to an existing neighborhood such as 3 uses added 3 employment, housing, retail, civic, educational, cultural, recreation, neighborhood- 2 uses added 2 serving retail /service? 1 use added 1 x 3 3 Reuses closed, decommissioned, or obsolete institutional uses? Yes 1 No 0 x 2 0 Project is mixed use (any combination of housing, retail, office; commercial, public 4 s uses 3 0 buildings, etc.) 3 + uses 2 x2 2+uses 1 2. Takes advantage of compact building_ design. Utilizes reduced setbacks and/or compact development that supports more stores ¥e5 1 and restaurants within a neighborhood boundary, or creates opportunities to pursue 0 x 3 a range of activities in a small area? No 0 Manages and effectively provides a transition between higher and lower- density Yes 1 neighborhoods? No 0 x 2 0 3. Creates a range of housing opportunities and choices. Implements a range of housing options with a variety of types and unit sizes within Yes 1 the community? (condos, townhomes, single - family, apartments) No 0 x 3 0 Utilizes private and public property tax exemption programs or local, state, or federal funding incentives for mixed - income developments and/or low - income homeowners and individuals to reduce building costs and uses available resources more effectively? Yes No 1 0 x 3 0 The project promotes development (residential, commercial, office) with a wide Yes 1 range in pricing available for varying income levels for sale or lease? No 0 x 3 0 4. Creates walkable neighborhoods. Promotes development close to schools. corner stores. dry cleaners, restaurants, and 1 Yes other services that promotes walkable communities and reduces long- distance commutes? N° 0 x 3 Will incorporate sidewalks or a bike or pedestrian path into the final development or connects to existing sidewalks? Promotes development so children are close enough to walk to school? Yes No Yes No 1 0 1 0 x3 0 x2 0 5. Fosters distinctive, attractive communities with a strong sense of place. The building is an existing building that is historic in any way. or provides focus on Yes I 1 I ., a historical, cultural, or natural attributes? x2 Utilizes established standards for building size. density, and architectural standards and locates development in areas that reflect the "vision" of the Area Development Plan. the Future Land Use Map, andior Comprehensive Plan? Promotes shopping and makes retail centers distinctive and attractive destinations and gathering places where residents frequent on the weekends? Revitalizes the waterfront, beach, or bay areas? Yes No Yes No Yes No tiw 0 0 0 x3 0 X3 0 Does the project remove blight from its neighborhood? Yes No x 3 0 0 —139— 6. Preserves open st}ace, farmland, natural beauty environmental areas. 3 Preserves critical areas for water- quality protection including wetlands, riparian corridors, floodplains, and retains or creates buffer zones surrounding these areas; utilizes and management techniques, to decrease the amount of pollution entering Yes 1 No 0 x 4 the water system and preserve wildlife habitats? 0 Does the project implement green building techniques or standards for reducing Yes 1 environmental impacts? No 0 0 Supports tree preservation onsite andior provides adequate tree landscaping (at a Yes 1 minimum) to replace trees being removed? No 0 x 3 Provides community green open space or includes useable green space for outdoor recreation and preserves views of scenic, historic or cultural areas? Yes No 1 0 x 3 0 Does it avoid the acquisition and change in use of operating farms or Yes 1 prime farmland? No 0 x 2 0 7. Strengthens and directs development toward existing communities. ! 10 Is the project located adjacent to existing infrastructure; roads, water, sewer? Existing 3 Service is; Less than '/a mile 2 x 4 ' /sto'hmile 1 '/2 T miles 0 4 Is the availability of existing public services, such as police, fire, schools and Yes 1 health, sufficient to serve the project? x 3 No 0 0 Is the project a redevelopment of an existing building or brownfieId area that would Yes 1 make the property a productive piece of land? x 3 No 0 3 Will the project encourage commercial and retail investment in underserved Yes 1 communities? No 0 x 3 3 Does the project enhance the use of existing public outdoor recreation facilities or Yes 1 areas, such as parks, fishing piers, boat storage areas, or rental equipment? No 0 x 2 0 Is the project in an area with declining school enrolment that threatens its neighborhood schools with closure or support residential use in areas with Yes 1 x 2 historically declining school enrollment? No 0 0 8. Provides a variety of transportation choices. The proposed project is accessible by multiple modes of transportation (auto, bus, 3 modes rail, biking, walking)? 2 modes 2 1 x 3 3 The project within walking distance to public transit? (Within 1,000 ft) Yes 1 No 0 x' 0 9. Makes development decisions predictable, fair and cost effective, 13 The aroiect is consistent with the Future Land Use Map and Comprehensive Plan? The project is consistent with the Area Development Plan? Yes No Yes No 1 0 x2 x2 Is the proposed project located along transportation corridors where traffic is funneled to right -of wars capable of handling the increased traffic without significantly decreasing the transportation levels of service for surroundi_na areas? Will the project design incorporate systems for reducing storm water runoff or provide onsite retention? Yes _No 0 x3 '7 es n } 0 x3 3 Does project con,iibute to the economic viraliry and diversit.' of the corni:::iniry c.r provose eornmercia.= or industrial development in areas with high unerna ?o rent or ; chronic poverr ? x3 Point Grading SyRtert: TTI rt Growth Rating Total. Points n 0 -20 pts = ' 2i -39 pts,= .. . E jj 40 -59 pts = * * *z- i?60- i9pts=* * p-ts =* *** -140- f L&F D is r b tors, Ltd Corpwl ¢f r+sti, TX F�L F�L!v FJ`L MANASEMEVr 5"5M ' —1 F1Fk ISLA1a - GIVIL PAS.,. 710...Z14 'h 7444JCK O 0 O 0 R°IS7 F✓=L FoR Dr'FLAADIH$ OF F11a ° O �6 IIPP rod E' DMA_ SC' e 0 g 4G;▪ 1w die rR ltl e' -0* C A11; LFI.K FE1:: -E - SE= GNr_ 7r�E 6' pjA, 9O' R, IIPLLACD CTYP% GRAM LIIOC - O 9! GIVLL DHSS. 0 0 0 J (Th =u =L 15L.ANi) PLAN .•+41 °s VW. I•p• L,1• -142- MINUTES REGULAR PLANNING COMMISSION MEETING Council Chambers- City Hall Wednesday, May 12, 2010 5:30 P.M. COMMISSIONERS: Rudy Garza, Chairman A. Javier Huerta, Vice- Chairman James Skrobarczyk John C. Tamez Johnny R. Martinez Evon J. Kelly John Taylor Mark Adame Govind Nadkarni * Not present I. CALL TO ORDER STAFF: Johnny Perales, P.E., Assistant City Manager, Engineering and Development Services Robert Payne, AICP, Senior City Planner Miguel S. Saldana, AICP, Senior City Planner Andrew Dimas, City Planner Deborah Brown, Legal Counsel Elena Juarez Buentello A quorum was declared and the meeting was called to order at 5:33 p.m. B. ZONING 1. New Zoning a. Case No. 0510 -02 N.M. Edifcios, LLC. - A change of zoning from an "I -2" Light Industrial District to an "I -3" Heavy Industrial District resulting in a change of land use from a Light Industrial land use to a Heavy Industrial land use. A 0.0172 acre (750.00 sq ft.) tract of land of a 32.41 acre tract of State Survey No. 402, James W. Ward, Original Grantee. Abstract No. ] 031 and State Survey No. 316. J.R. Ward, Original Grantee, Abstract No 1055; approximately 1,300 ft. east of the intersection of State Highway 44 (Agnes Road) and Clarkwood Road. Andrew Dimas, Development Services, presented New Zoning item "a ", Case No. 0510 -02, stating the applicant is requesting a change of zoning from the "I -2" Light Industrial District to the "1 -3" Heavy Industrial District. Mr. Dimas stated staff recommends denial of the "I -3" Heavy Industrial District in lieu of approval of an "I -2" Light Industrial district with a Special Permit for two (2) UL2085 above ground fuel storage tanks not to exceed 7.000 gallons per tank and subject to a site plan with the following conditions: 1. Uses: All uses allowed in the "1 -2" Light industrial District plus nvo 1JL2085 above ground fuel tanks not to exceed 7,000 gallons. 2. Fire Department Approval: The above ground fuel tank shall meet all Fire Department requirements. 3. Zoning Board of Adjustment Approval: The above ground fuel tank will not be allowed without Zoning Board of Adjustment approval. —1 4 3— Pianninz Commission Minutes May I2, 2010 Page 2 4. Time Limit: Such Special Permit shall be deemed to have expired within 3 year of the date of this ordinance, unless the property is being used as outlined in Condition 41 and in compliance with all other conditions. In response to Commissioner Skrobarczyk, Farvce Goode- Macon, Development Services, stated the above ground fuel tank has become very common due to stringent regulations regarding underground fuel storage tanks. In response to Commissioner Skrobarczyk, Mr. Perales stated fleet services can more readily access above ground fuel storage tank versus underground fuel storage tanks. Motion to approve staffs commendation for New Zoning item "a" was made by Commissioner Skrobarczyk and seconded by Commissioner Kelly. Motion passed unanimously with Commissioner Nadkarni not being present for the vote. —144— Page 1 of 4 ORDINANCE AMENDING THE ZONING ORDINANCE, UPON APPLICATION BY N. M. EDIFICIOS, LLC, BY CHANGING THE ZONING MAP IN REFERENCE TO 0.0172 ACRES (750.00 SQ FT) TRACT OF LAND OF A 32.41 ACRE TRACT OF STATE SURVEY NO, 402, JAMES W. WARD ORIGINAL GRANTEE, ABSTRACT NO. 1031 AND STATE SURVEY NO. 316, J.R. WARD, ORIGINAL GRANTEE, ABSTRACT NO. 1055, FROM "I -2" LIGHT INDUSTRIAL DISTRICT TO "I -2/SP" LIGHT INDUSTRIAL DISTRICT WITH A SPECIAL PERMIT TO ALLOW FOR TWO (2) UL 2085 ABOVE GROUND FUEL STORAGE TANKS NOT TO EXCEED 7,000 GALLONS, SUBJECT TO A SITE PLAN AND FOUR (4) CONDITIONS; AMENDING THE COMPREHENSIVE PLAN TO ACCOUNT FOR ANY DEVIATIONS FROM THE EXISTING COMPREHENSIVE PLAN; PROVIDING A REPEALER CLAUSE; PROVIDING A PENALTY; PROVIDING FOR PUBLICATION; AND DECLARING AN EMERGENCY. WHEREAS, the Planning Commission has forwarded to the City Council its reports and recommendations concerning the application of N.M. Edificios, LLC, for amendment to the City of Corpus Christi Zoning Ordinance and Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, May 12, 2010, during a meeting of the Planning Commission, and on Tuesday, June 22, 2010, during a meeting of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve public health, necessity, and convenience and the general welfare of the City of Corpus Christi and its citizens. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the Zoning Ordinance of the City of Corpus Christi, Texas, is amended by changing the zoning on 0.0172 acres (750.00 sal ft) tract of land of a 32.41 acre tract of State Survey No. 402, James W. Ward, Original Grantee, Abstract No. 1031 and State Survey No. 316, J.R. Ward, Original Grantee, Abstract No. 1055, located approximately 1,300 ft. east of the intersection of State Highway 44 (Agnes Road) and Clarkwood Road, from "I -2" Light Industrial District to "1-2/SP" Light Industrial District with a Special Permit to allow for two (2) UL 2085 above ground fuel storage tanks, not to exceed 7,000 gallons, subject to a site plan, attached as Exhibit A. and four (4) conditions. (Zoning Map 057042) (Exhibit B) SECTION 2. That the Special Permit granted in Section 1 of this ordinance is subject to 'the following four (4) conditions: 1-1:1 LEG- DIR1SharedlLEGAL- DEV,SVCS12010 Agenda16- 22- 141CAsE NO. 0510 -02 N.M. EDIFICIOS. LLC1051O- 02.N.M.Edif cios.LLC.Zoning I- 2.Change.1- 2.Sp.Doc —145— Page 2 of 4 1. Uses: Ali uses allowed in the "l -2" Light Industrial District plus two (2) U L2085 above ground fuel tanks not to exceed 7,000 gallons per tank. 2. Fire Department Approval: The above ground fuel tank shall meet all Fire Department requirements. 3. Zoning Board of Adjustments Approval: The above ground fuel tank will not be allowed without Zoning Board of Adjustment approval. 4. Time Limit: Such Special Permit shall be deemed to have expired within one (1) year of the date of this ordinance, unless the property is being used outlined in Condition #1 and in compliance with all other conditions. SECTION 3. That the official Zoning Map of the City of Corpus Christi, Texas, is amended to reflect the amendment to the Zoning Ordinance made by Section 1 ;,f this ordinance. SECTION 4. That the Zoning Ordinance and Zoning Map of the City of Corpus Christi, Texas, approved on the 27th day of August, 1937, as amended from time to time, except as changed by this ordinance and any other ordinances adopted on this date, remain in full force and effect. SECTION 5. That to the extent that this amendment to the Zoning Ordinance represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the Zoning Ordinance, as amended by this ordinance. SECTION 6. That all ordinances or parts of ordinances in conflict with this ordinance are hereby expressly repealed. SECTION 7. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable under Section 35 -3 of the Zoning Ordinance of the City of Corpus Christi. SECTION B. That publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION .9. That upon written request of the Mayor or five Council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and suspends the Charter rule as to consideration and voting upon ordinances at two Hi:! LEG• DIR'.SheredV_EGAL- DEV.SVCS12010 Agenda15- 22- 101CASE NO. 0510 -02 N.M. EDIFICIOS, LLC10510- "_:2.N.M.Edf i:.ids.LLC.ZDn+ng :•- 2.Change.1- 2.Sp.Doc —146— Page 3 of 4 regular meetings so that this ordinance is passed upon first reading as an emergency measure on this day of , 2010. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Joe Adame City Secretary Mayor, City of Corpus Christi APPROVED: 6 / , 2010 borah Walther Br Assistant City Attorn For City Attorney R:1 LEG -DIR \Shared\ LEGAL- DEV.SVCS12010 Agenda16- 22- 101CASE NO. 0510 -02 N.M. ED1FICIOS, LLC10510- 02.N.M.Edifcios.LLC.Zoning l- 2.Change.1- 2.Sp.Doc —147— Page 4 of 4 Corpus Christi, Texas day of , 2010 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings. Uwe, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor, City of Corpus Christi Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. I arsz Nelda i\ tartinez Mark Scott r 1L E„- DIR1Shared LEG. g- I- DEV.SVCSi2010Agenda16- 22- 10CASE NO. 0510-02 N.M. ED1FICIOS, LLC10510- C2.N.V.Edttlzics.LLC.Zonin• 1- 2.whang6.l- 2.Sp.Doc —148— €i•� /F tEi�� fry • • E 3a i 1 I i iT Ag \ \\ L &F Distributors, Ltd. Corpus Christi, TX -14 EXHIBIT A \ 111EL I51... - sat Gry11. VASS. -- TROG.< lor r1R-1.0K. LL L. 1 REMOTE r1 ------ 01,PL0Aturge. O Fl..-LL 0 B; b' ink. SO' 1-7;1 j .; 1 0.111 1..W- raw. - S 04mVP- (7\ FUEL 15LANP • F.A•:5,./7a re uw,' • _.•__• _ _ _ _ —150— GiAIN t.I0 r,S,4e C5/e_ 121-05. V071 II 110101111111j l_c AGENDA MEMORANDUM AGENDA ITEM: June 8, 2010 PUBLIC HEARING — ZONING (City Council Action Date: June 22, 2010) Case No. 0510 -04 Carl and Sherry Badalich. - A change of zoning from the "AT" Apartment Tourist District to the "AT" Apartment Tourist District/ "PLED -2" Planned Unit Development for the purpose of .creating a 23 unit single — family townhouse development resulting in a change of land use from apartment houses to apartment house and planned unit development use on the property described below: The property to be rezoned is Sunrise Shores, Block 1, Lots 1A and 3 located at 7349 State Highway 361 approximately 1.75 miles north of Fire Station #16. PLANNING COMMISSION AND STAFF RECOMMENDATION (May 12, 2010): Planning Commission and Staff recommends approval of the Applicant's rezoning request for the "AT" Apartment Tourist Districtf'PUD -2" Planned Unit Development. REQUIRED COUNCIL ACTION: Approval of Planning Commission and Staff's Recommendation. STAFF SUMMARY: Request: The applicant is requesting a change in zoning from the "AT" Apartment Tourist District to the "AT" Apartment Tourist District/"PUD -2" Planned Unit Development for the purpose of creating a 23 unit single — family townhouse development. Existing Land Uses: The subject property is currently vacant. /Vacant uses surround the property; except for two single - family houses to the east of the subject property. Existing Zoning: The subject property is zoned AT Apartment Tourist District. The "AT" Apartment Tourist District allows for Multi- family and single family residential uses. assisted living facilities, hotels /motels, cottage home developments, bed and breakfasts, and restaurants. Development in this district requires a 20 foot building setback from the street right -of -way lines, as well as. 5 foot side and rear yards. Proposed Zoning: The purpose of "AT" Apartment Tourist Districtr'PUD -2" Planned Unit Development is to provide for the ability to modify existing zoning or subdivision requirements to create a functional and well planned development. The 23 unit single- family townhome development is described below in the attached renderings. -155- Agenda Memo Case No. 0510 -04 Carl and Sherry Sadalich Page 2 4b r., '- U Assistant CI anager, Departments of Engineering and Development Services uan Perale Email: johnnyo(c cctexas.com Phone: 361- 826 -3828 Attachments: 1. Zoning Report 2. Planning Commission Minutes 3. Ordinance (and site plan if appropriate) —156— CITY COUNCIL ZONING REPORT Case No.: 0510 -04 Planning Commission Hearing Date: May 26, 2010 Applicant & Legal Description Applicant: CarI and Sherry Badalich Owner: Carl and Sherry Badalich Representative: Naismith Engineering Address: 7349 SH 361 Legal Description/Location: Sunrise Shores. Block I, Lots I A and 3 located at 7349 State Highway 361 approximately 1.75 miles north of Fire Station #16. Zoning Request From: "AT" Apartment Tourist District To: "AT" Apartment Tourist District) "PUD -2" Planned Unit Development Area: 3.72 Acres Purpose of Request: The applicant is requesting a change in zoning from the "AT" Apartment Tourist District to the "AT" Apartment Tourist District/ "PUD -2" Planned Unit Development for the purpose of creating a 23 unit single — family townhouse development. Zoning Existing Land Use Future Land Use Site "AT" Apartment Tourist District Low Density Residential Tourist North "AT" Apartment Tourist District Vacant Tourist South "AT" Apartment Tourist District Vacant Tourist East Gulf of Mexico Water Water West "F -R" Farm Rural District Vacant Commercial & Low Density Residential ADP, Map & Violations Area Development Plan: This tract of land is located in the Mustang -Padre Island Area Development Plan and is planned for tourist uses. The proposed change in zoning is consistent with the adopted Future Land Use Plan which designates the area for tourist uses. Map No.: 022,037 Zoning Violations: None —157— Zoning Report Case #:0510 -04, Carl and Sherry Badalich, Ltd. Page 2 Staffs Summon.: • Request: The applicant is requesting a change in zoning from the "AT" Apartment Tourist District to the AT Apartment Tourist District! "PUD -2" Planned Unit Development for the purpose of creating a 23 unit single —family townhouse development. • Existing Land Uses: The subject property is currently vacant. Vacant uses surround the property, except for two single - family houses to the east of the subject property. • Existing Zoning: The subject property is zoned "AT" ApaiTnient Tourist District. The "AT" Apartment Tourist District allows for Multi - family and single family residential uses, assisted living facilities, hotels /motels, cottage home developments, bed and breakfasts, and restaurants. Development in this district requires a 20 foot building setback from the street right -of -way lines, as well as, 5 foot side and rear yards. • Proposed Zoning: The purpose of "AT" Apartment Tourist District! "PUD -2" Planned Unit Development is to provide for the ability to modify existing zoning or subdivision requirements to create a functional and well planned development. The 23 unit single - family townhome development is described below in the attached renderings. • Transportation and Circulation: The subject property has access to State Highway 361 (51-1 36]). The Urban Transportation Plans designates S.P.I.D. as an RA3 Primary Rural Arterial Divided. Street R.D.W. Street Existing ROW f Planned ROW Urban Transportation Designation Traffic Volume 2008 SH 361 250 7 76' paved, ? o Change 4 -lanes RA3 Primary Rural Arterial Divided NIA • Infrastructure Demand: Water: A 12 -inch water line runs along SH 361. • Public Safety: P lice: The subject property is served by the Corpus Christi Police Department and is in the Directed Patrol District B40. Cri:ne statistics up to 2005 show a increase from 99 crimes committed in 2001 to 182 in 2005. The last year for which statistics are available is 2005. Eire: he ciosst Tire Station is nf�xr:ber 16_ located at ;7959 SH 361. 7f ..lies from the s:.:bject proper' Y Tn' ` i arirrients_1 Constraints: -158- Zoning Report Case #:0510 -04, Carl and Sherry Badalich, Ltd. Page 3 o FEMA Flood Zone: Zone V14 (EL 14): Areas of 100 -year coastal flood with velocity (wave action); base flood elevations and flood hazard factors determined. o Soil Type: 63.3% (Cs) "Coastal Dunes" • Slope: 0 to 5 percent • Drainage class: Somewhat excessively drained • Depth to water table: More than 80 inches • Frequency of flooding.: Rare • Frequency of ponding: None • Available water capacity: Low (about 16 inches) o Soil Type: 34.5% (Mu) "Mustang Fine Sand" • Slope: 0 to 1 percent • Drainage class: Poorly Drained • Depth to water table: 0 to 6 inches • Frequency of flooding.: Occasional • Frequency of ponding: None • Available water capacity: Very low (about 2.0 inches) o Wetlands: Yes o Flight Zone: None • ReIationship to Smart Growth (See Attachment 8, Principles of Smart Growth): Staff has rated the relationship of the rezoning request to Smart Growth Principles by rating the rezoning a 58 on a scale of 100 points. • Comprehensive Plan Consistency: The adopted Future Land Use Plan designates the subject property for tourist use; therefore. the proposed "AT" Apartment Tourist District) "PUD" Planned Unit Development is consistent with the City's Comprehensive Plan. In addition to the Future Land Use Plan, policies from the Corpus Christi Policy Statements and the Area Development Plans are provided below. o CORPUS CHRISTI POLICY STATEMENTS: • III. LAND USE: POLICIES - GENERAL: ZONING IN A_N AREA SHOULD BE CONSISTENT WITH THE ADOPTED AREA DEVELOPMENT PLAN. The Cite Council adopted area development plans shall be used as a guideline for zone changes and subdivision development decisions. In addition. the area development plans will provide a legal foundation upon which the City Council and the Planning Commission should base their land development decisions. However, area development plans should be flexible and are subject to revisions if conditions have changed since approval of an area development plan and/or if the proposed changes are consistent with the adopted Comprehensive Policy Statements. -159 -- Zoning Report Case =":051 00 -04, Carl and Sherry Badalich, Ltd. Page 4 Staff Comment: The property is within the area of the Mustang -Padre Island Area Development Plan (SADP) which calls for the placement of mixed residential areas on the gulf side of State Highway 361. k. PLANNED UNIT DEVELOPMENTS AND OTHER CREATIVE LAND PLANNING TECHNIQUES SHOULD BE ENCOURAGED. Traditional and use regulations can sometimes discourage development on difficult sites or prevent innovative new designs. Cluster housing designs and planned unit developments allow flexibility for attractive, efficient design and can often reduce infrastructure installation and maintenance costs to the city. All ordinances governing planned unit developments should be reviewed periodically to insure that valid innovations in land planning are encouraged. o MUSTANG-PADRE ISLAND AREA DEVELOPMENT PLAN POLICY STATEMENT B.28 North of the State Park on the Gulf side of State Highway 361 high - density tourist oriented development will be encouraged. A number of condominiums have already established a development trend in this area which should be encouraged to continue. Plat Status: The subject property is platted. Department Comments: Minimum Her Yard Minimum Side Yard Floor Area Ratio ' Maximum Humber of units per Acre : Yaro Open Spate -- Townhorne Lot Yard Open Space — Common Area Lot Minimum Lot Area --- Townhome Lot : minimum Lot Area M Common Area Lot Minimum Lot Width — Taunhorne Lot Minimum Lot Width — Cornmc Are Lot i.Ui — Living Units @ 300 stt i 34 r. -.- , :5 rr :T L € — Max. Flour Ares to TotaiArea =patio Open :race to Hoot. , !EE ;.4 , ! ; r-: LUI — Ratio Livaui-'ity Space to : Icor Ar a 0.5C F -? 5ft 5 f 1.0 LS% 10 ft 0 ft (Zero Lot Line) .6 12 -?1 55c 1,350 s 501 s'? — R tic Rez cation.. s ?2Ce Floor 0:13 ' . —160— Zoning Report Case :0510 -04. Carl and Sherry Badalich, Ltd. Page 5 105N33.I.VAWei 1171VV NCV VJD7 LOT EASEMENTS, SU ACKS, AND BUILDABLE AREA SUNRISE SHORES LOT GUIDELINES Townhorne Lots: A. Lot Size: Minimum — 1,350 sft Maximum — 2,000 s€t C. Front Yard Requirement: 0. Rear Yard Requirement: E. Side Yard Requirernent: F. Open Space Requirement: 6. fvlaintenance. H. Building Spacing: L Building Height: J. Parking Requirements: K. Floor Area Ratio: J. usage: L Improvements: Zoning Report Case 4:0510 -04, Carl and Sherry Badalich, Ltd. Page 6 8 feet minimum 10 feet minimum Not Required — Zero Lot Line 35% Lot owner andjnr Herne Owners Assocladon (HUM Not Required — Trf -Flex Townhome Units Maximum — 3 Stories including Garage 2 per lot (2 within garage), 2 visitor 1.3 :1— Typical flaw area = 9A7sft r 2 buildable Single- Family Residential Unit Townhome structure, decks, porches, etc., shall not protrude Line. Easement Line, or Property Line whichever is applicable. Garages shall be located an the ground floor, have 2 parking space=_, and he enclosed In accordance with local, state, and federal regulations (including FEW), Garages are not permitted to be enclosed to be used as a dwet ng or a living space. B. Lot Width: Minimum — 28 feet Maximum — SD feel beyond the Building Common Area lots: A. Lot Sire: h linimum— 450 sft Maximum — 15,004 sft C. Front Yard Requirement: 8 feet minimum D. Rear Yard Requirement. 10 feet minimum E. Side Yard Requirement: Not Applicable F. Open Space Requirement: 30.0% G. Maintenance: H. Building Spacing.: I. Building Height: Parking Requirements: K. Floor Area Ratio: I. Usage: L. improvements! Frrvate Road: A. Lot Size: B. Lot Width: Minimum — 10 feet Maximum — 22230 feet Horne Owners Association (HOA) 10 feet except for common wall canstrution Maximum — 1Stories Not Applicable Varies 0.64:1 to 11.78:1 Structures supporting the community (parking, recreation. maintenance, pergolas, gazebos, signs, etc.) Structures shall not protrude beyond the Building Lin;:. Lasarn.nt Line; or PropeittF Line whichever is applicable. Parking areas can protrude into easements. hot Applicable 3. Lot Width: €dot Applicable C. Coen Spac: Requirement: 90.0% D. Maintenance: Horne Owners Association (1i0A) E. Parking Requirements: Parking is not al:owed within F . :.)sage: Fa. Improvements: Structures supporting the community (vet icy tar ar.cess drives, ?eaestrian a_ --__ Walkways, etc.) Structures shall be cons:[ u_ted to aU}ow for accessiuili:y via vehic: ;:ar and pedestrian. -162 -- Zoning Report Case 4:0510 -04. Carl and Sherry Badalich, Ltd. Page 7 front n View IGoncEnteaJ Zoning Report Case �:0f 10-04, Carl and Sherry Badalich, Ltd. Page 8 Planning Commission and Staff Recommendation; Approval of the request to rezone the subject property to the "AT" Apartment Tourist District) "PUD -2" Planned Unit Development subject to approved plat and twelve (1 2) conditions. Number of Notices Mailed Total — 8 within 200 foot notification area; 0 outside notification area As of May 2I, 2010 Favor Opposition — 0 (inside notification area); 0 (outside notification area) — 0 (inside notification area); 0 (outside notification area) Attachments: 1. Neighborhood 2009 Aerial 2. Neighborhood — Existing Land Use 3. Neighborhood — Future Land Use 4. Site — 2009 Aerial 9. PUD Site Plan —164— 5. Existing Zoning, Notice area, Ownership 6. Comments from Public Notices 7. Notice Mailing List 8. Smart Growth Principles 0510-0 SfTE. 200P 'f Prover.., 41.[-y4 l',...; ' '-",--., 7.c.,-) /. _ / 12.a. NEIGHBORHOOD - E MSTdi G LAND USE aA$E 0510 -04 - • -': r xra E4,; -SPZ • I ER 1 k� Estate Residential -ER 1 fow DensAy Fes. - LEAR I -j — ilOct Dens . • MDR NE 14 0 Density Res. - If€1R VAC Vacant - VAC? 77 Prafessrone Office - PC l—! p Corarn ercral - COM Lrakt lardaastrial - LI Teary krda!strial - fit Paibfic Senw. bbNN -PSP Piart Drainage Corridor • ❑: Conservatranrei reservation • CP I'tt MepScale: 1:10,OOO [LO(ATfON fv1AP CET of —10 — O10-Q4 lb. SITE- EXiSTING LAND USE Estate Resident& -ER fig Industrial -Li Low Dew ika. • LOR tieery Indust:41i • I-E Dearity Res. - RIR 1.1 Pan& Semi-kVA': • PSP figh Density Res. • HDR Pot tionte • itec Wi Drainage Corridor • LY.; Vacant -VAC Cons etvation~mraiax 1 To E Professional Offte . PO Catettnercial • COM •,,:i-...z..i.-"..,' ---i . .. • .P.'4..:_v....,;z.' 5).".: ,:::-.7.: '...4ri . . cASE: C)10-04 3. SITE FUTURE LAND USE itgneraterrallRaral - AR =I Toireet - rm. awe Res/demo& .ER Research, /Easiness Pays: -REF. Low Density Res. - LOR .iLt lige Industrie Orvai Mid &wit! Res. AMR 1-Ltil /*my kJ dyptile!' 1.11 f-ign Densrly R. - IIDR Mt Pernik Serru;•Palli-z Afbbie Home ..n& IM Pad; Vacant -vAc Drainag Corrioot Professional Cfnbe • PO !MW. EkedIX Plivernm. • .2-." law Commercial -COM 77 Abler ..CP: COnservationtIPpecoeveziov • Transportation plan Expressway: Lt_alut - Arterials - Colrlectote Parkway Railroad ER lir- 1 CP1=3.1. .V4p 1:2.40.9 —i I 1 — AT 7. CAS 0510-04 4. SITE- FOSING ZONWG. NOTICE AREA & OWNER.SP 91-21-k-11,111-AlEi F 1 Ein1K41 h1111 tr.mi 11, 11 d 41.4 iIie LIL 1-4h111-1.1u-.Alal DI: 117.1 Ewer.: K r Di it hew, talL1r.-11Z. Dtdold h 7k.::tcro OF: 1L WV/ .1.01u.onl-To..11:1 a 11:i fr-1. -:Fre 4uIK. Dmildi DIE 11E'. - Ji-:.1 613:14r !t P •r•rurfr F.mal; 0?..i114 DI: E 14e.b.l.ti■all:c.1 :t -1 -:re. D-AKI1d: DI: E.: El F.-d..1 I Dtalre;: Cr: :11:i -:••• t11UIk Freilw DR: 11 1 641-1t1 1 :1!:1 F- •Ikre. F Ddett2E. 01: 1•0: D!: Id :1 E F-e:E1en11-] Ez 134e DK 11 FE.E.E1-K.E; E.II V T;1-111.:ttle- t.2411.4to 1 PPI Salm:: DI ;14.1:1 f .4J e .1d• Ellw.d; EALIne:: -; de DI: El :1 T- 11.1-x4 1141N Pat DE: 11: •; ziitr •:11t- Dedd1 Dr Elm 'f-ED ..t rj1. D t 111 F-D E P1 D11:1 T-1; t.1.3dntr:14ed 1l.t .t.6.1ti!laN L-21111 4F Elt:11.:11 !.*1-0111 Pr- B ..k.i51.:=1,::::■x?'-• ;C.1.5 11)C. ?(khl hAiA I COMMENTS RECEIVED FROM PUBLIC NOTICES MAILED Case No: 0510 -04 Name: Carl and Sherry Badalich I. Notices returned from WITHIN the 200 -foot notification area: (Note: The number(s) next to name corresponds to the attached map.) Total number mailed: 8 Returned undeliverable: 0 Favor: 0 Opposition: 0 11. Responses received from OUTSIDE the 200 -foot notification area: Total number mailed: 3 Returned undeliverable: 0 Favor: 0 Opposition: 0 III. Responses received from owners /applicants of subject area: Favor: 0 Opposition: 0 IV. Unsolicited responses received concerning subject area: Total number mailed: 0 Returned undeliverable: 0 Favor: 0 Opposition: 0 H:1PL1:- DIR1SHARED1. Planning Commission'\2010 P02010 Public Comments 10510 -05 Williams Airline Partner. Ltd.doc -175- CO CO CM \\\ 000 > > 1 2 � 2 \§ \§§ 2 A OSTR"C XO9 0 d IJ $I H H D Sf1d LtO7 AJ.H3d0Lfd 1[7310AS co ail f0I31dnS-71W 0T90C9T06916 7 926901670605 MIC - SuPERIOR LLC %SL$L X09 0 d L 318 i t1 5311OiiS 351l1NriS BLVSC L x9 Z 11 5311OF15 351MM 0L08L 1 M9 L 1.1 53H0/ IS 3SI31Nf1S 08t'2 LSld1 h.C!V3B i1f19 0900T0006I-S8 9 §§2 k\) 0 k( Attn: IRENE COCHRAN, TRLIS P 0 BOX 400 004 X09 0 d VTOZIH7V1VdV AA 94 RMH 9ZZ9Z 71,V1S3 iif Nllfi9 S M 0STSL x09 0 d § LA 4 VI 01 01 V la V CO CO CO 2222:» §;2§!§ S.]V 666.61 'L91. S1 96S 1If1S M F atf18}131.VM WATERBLJRYJ W Sl1R 5961.5 167, 64.061 ACS t'0 -01[50 9I 01 1.0-0f.S0 27'E V0-OTSO 09'L1 \ c SMART GROWTH COMPARISON: ATTACHMENT 8 Polices listed below are taken from "Getting to Smart Growth 11: 100 More Policies for Implementation ", provided by the Smart Growth Network. These policies are intended to offer an alternative approach to development and should not be viewed as development mandates. Although encouraged based on their ability to improve the city's function and livability, these policies are in no way meant to serve as additional development requirements or regulations. Smart Growth policies for Corpus Christi merely offer viable development options capable of effectively supporting economic development and jobs; creating strong neighborhoods with a range of housing, commercial, and traffic calming options for II rl.f drr,y pupuIeuvrrs ono growin: and acnreving nearrny communities mat provide tamilies wrtn a ofean environment. Zoning Case:0510 -04 From: AT Apartment - Tourist District To AT Apartment- Tourist District Will the request promote development that fosters the following? Answer Pts. Weight Score 1. Mix land uses. 3 Project provides a new type of development to an existing neighborhood such as employment, housing, retail; civic, educational, cultural, recreation, neighborhood- serving retail/service? 3 uses added 2 uses added I use added 3 2 I x 3 3 Reuses closed, decommissioned, or obsolete institutional uses? Yes No 1 0 x2 0 Project is mixed use (any combination of housing; retail, office, commercial, public buildings, etc.) 4 + uses 3 + uses 2 + uses 3 2 1 x2 0 2. Takes advantage of compact building design. 0 Utilizes reduced setbacks and/or compact development that supports more stores and restaurants within a neighborhood boundary, or creates opportunities to pursue a range of activities in a small area? YeS No I 0 x 3 0 Manages and effectively provides a transition between higher and lower - density neighborhoods? Yes No 1 0 x 2 0 3. Creates a range of housing opportunities and choices. 0 Implements a range of housing options with a variety of types and unit sizes within the community? (condos, townhomes, single- family, apartments) Yes No 1 0 x 3 0 Utilizes private and public property tax exemption programs or local, state, or federal funding incentives for mixed - income developments and/or low- income homeowners and individuals to reduce building costs and uses available resources more effectively? Yes No 1 0 x 3 0 The project promotes development (residential, conunercial, office) with a wide range in pricing available for varying income levels for sale or lease? Yes No I 0 x 3 0 4. Creates walkable neighborhoods. 0 Promotes development close to schools, corner stores, dry cleaners, restaurants, and yes other services that promotes walkable communities and reduces long- distance commutes? No t 0 x 3 0 Will incorporate sidewalks or a bike or pedestrian path into the final development Yes nr •nnna•tc to nvietinr. cirin.x»il.e7 MTn 1 i f} 1 x 3 R Promotes development so children are close enough to walk to school? Yes No 0 x2 5. Fosters distinctive, attractive communities with a strong sense of place. The building is an existing building that is historic in any way, or provides focus on Yes historical, cultural. or natural attributes? No 1 r, x2 Utilizes established standards for building size, density•, anti architectural standards and locates development in areas that reflect the "vision" of the Area Development Plan, the Future Land Use Map. and/or Comprehensive Plan? Promotes shopping and makes retail centers distinctive and attractive destinations and gathering places where residents frequent on the weekends? Yes No 0 x2 Revitalizes the waterfront, beach, or bay areas? Yes No Yes No 0 0 x3 0 X 3 Does the project remove blight from its neighborhood? Yes 1 x 3 No 0 0 —177— 6. Preserves open space, farmland, natural beauty, and critical environmental areas. 3 Preserves critical areas for water- quality protection including wetlands, riparian corridors, floodplains, and retains or creates buffer zones surrounding these areas; utilizes land management techniques, to decrease the amount of pollution entering the water system and preserve wildlife habitats? Yes No 1 0 x 4 0 Does the project implement green building techniques or standards for reducing Yes 1 environmental impacts? No 0 x 3 0 Supports tree preservation onsite andor provides adequate tree landscaping (at a Yes 1 minimum) to replace trees being removed? No 0 x 3 0 Provides community green open space or includes useable green space for outdoor Yes 1 recreation andpreserves views of scenic, historic or cultural areas? No 0 x 3 3 Does it avoid the acquisition and change in use of operating farms or prime Yes I farmland? No 0 x 2 0 7. Strengthens and directs development toward existing communities. 15 Is the project located adjacent to existing infrastructure; roads, water, sewer? Existing 3 Service is; Less than'/ mile 2 x 4 1/4 to 'V2 mile 1 '/2 _ miles 0 12 Is the availability of existing public services, such as police, fire, schools and Yes 1 health, sufficient to serve the project? No 0 x 3 3 Is the project a redevelopment of an existing building or brownfield area that would Yes 1 make the property a productive piece of land? No 0 x 3 0 Will the project encourage commercial and retail investment in underser ed Yes 1 communities? No 0 x 3 0 Does the project enhance the use of existing public outdoor recreation facilities or Yes 1 areas, such as parks, fishing piers, boat storage areas, or rental equipment? No 0 x 2 0 is the project in an area with declining school enrolment that threatens its neighborhood schools with closure or support residential use in areas with Yes 1 x 2 historically declining school enrollment? No 0 0 g. Provides a variety of transportation choices. 3 The proposed project is accessible by multiple modes of transportation (auto, bus. 3 modes 2 rail, biking. walking)? 2 modes 1 a' 3 The project within walking distance to public Transit? (Within 1,000 ft) Yes 1 No 0 x3 0 9. Makes development decisiot:s predictable, fair and cost effective. 7 The project is consistent with the Future Land Use Map and Comprehensive P'_an? Yes No 1 0 x 2 2 The project is consistent with the Area Development Plan? Yes 1 No 0 k 2 is the proposed project located alone rartspornation corridors where tra;-ic is Yes 1 funneled to right -of -ways capable of handling the increased traffic without No 0 significantly decreasing the rransporm:ion leveis of service for surrounding_ areas" x 3 ! 3 «'ill the project design incorporate systems for reducing storm water runoff or provide onsite retention? Y es No 1 x3 0 Does project contribute to the economic i :w: . are di.ersit.' of :he co nmuninv or propose commercial or industrial :leveionmeii ir, areas with high unemployment or chronic pove7A.? Yes No 1 11 0 x3 0 Point Grading System: Smart Growth Rating Total Prints 58 O.2Q pis = ! .- 9 rats. ** ' 4@ -59 pts = d rw_ Ls = goR , o. pts = * * * * * -178- H 17i vt'eVAY 35' 2 Jol S.11 r". v. r v rj •-•.! G`. SNN7lJ.7IS 55[711;) 1,01 sl sa.fOffS asp tors 72- V. V3 V. CCCCC 2 2 a - SUNRISE SHORES SUIVilv1ARY L L .1%2 Nel I'IrI{1lf.H1 III[r11F; iq>- i1.R1S; _ . . . , • . . ., i..,P.:.,.— 7 ' : -- - _ _ ..---•7. .„.. -- L ,- __ :-!: :-.EiE • ".•••L 41.r rE'.? Ft. e k • - ce,te7 C z • • • 7: C 6 : c [ t 413 h n 1 sacPM sah)1I ASIA! c>!ua1.twnoximj •c7 Lk- c. 1ery1 Rlllno;) s C M watiiipor a :Jut, 7 :r I s.�cr r 1V:rkLU 10-1 tS3O )V 1,6 — ,=;giTitz: - - -s. ffr r E 7 - 2 : - - , ix 0 = IL- I ; ! • 7 i f F yo .11r1i 5C pauFlipe :11� €i ;1. PueS gz b1: - pun1U .ianpic _ 7 c 2 -- 7 • 2!! 22222222 ; 5 E r -71 Er k•-• 111lri S:il!ti PI �cliPNrl', rti ) y.1V1.i(MI9Nli! •••..:- ,..-- ----;/":7-:-..-,--■-_,-----rc:..-7-..1 - . . ■ - . . . . , . . - . • - . - . . _... :W. .V.1. i 1 "r.•-•-• ';', I .! , EV"111-Cc.,_2_,....aVt . -_---------5-7:*".■, • •;;.4..ti.=.: ,H.,j::,•..:_:.': .a.., ..- , . - t ; E, j----. ',1.: 4 '-'.. ---,__:_-.-- .7 -'1. i : i.: : f '----,"') .-%. •-"-/I! Oi Ail' 4/ r" 1-7-- .,A,..-c_r,z.--...Z.:-;. E.E .---, ''! if: • r, ---- , „1 1 -, i.:i ;"---i • .d-:•,•• 4:-."..Y.L.:-..7...).:.!•;.: ' 2 i -....:k --<,L....., r:2-',,----- i ,....• -F-..- -_,. -r - — .-.., _..-.?".;t•--..:..-:.----j:.1.:(--7. =____ . •,- r, • • 4,--.1-.V2. ,£ E 1 ...E1,:L-)E=1D .? E,-5,.2 :.E6E5A..5• . A Sa,..,..-, ryz -,..-e.. , •ic;E..,,,,;. ._ : . • : , ,,-, - T 4 -! tte.'• i :,•.-. ' ! .,7A11,,_ : , •,..:,' ' - Qrv.• ,----, '.r-'"1"-. '7^. —••.‹,..\---,& ZZ .IL ._;_._. .--t Et.' •-.1 '--1.--4 T7... ,Z=•,;`; 1 .■'...• ,•": ,-_ e,.:..F-',•'''' --1,t :,:. • • : ,••=• : 1 i • : ! _E.,•-. I, r1, ! ]. 1-.R ••.-- .'.... i:.!:7211.- i! i 1".!'':, • .0-. ! . ...- , •'-.-'....n , . . 1.. ■ r:I'r. 1 '..'ll :': '.■Li6.2 ,S, ,. 1 .::. . i ..: .. n., .,1p•-=-_.. ...: .....„, ,,. - • 1 v,ii j:---- '-. .. ......,:,..,:.2.-: ,..,I.,.. . - r''' - • .. , --- • 'r. •[ 7 " -..1 --"' ••""...' 1 - • - ----- .. . ! ...--...-r, - - •••7 - . .---.:"."-'------- 7. •-": • - --;-------- tj i !-•,; • ;•• h. : • - p . . _, n H. ' .-6-•:-. • ; ,_...,_Elo—r..,-T-----'-— -.....- ..,•• ■ 17.1. , IF:, , -,P s.T,- • . ' A -.•.,• ir,E.` :...,t... • - k --"-: q; -,-L.-_,:, ., .= - ., .• 'E. ..r: ''')1!. E j7..' 1 i- 7-: .?•,• ' . ' 'F', •....:.■ .Y• -7 ,F-- r• ' -- `....;.-',.;. ` ,_.----- REP LAT OF LOT IA AND 3, &LOCK 1 SUNR[SE SHORES , / ..-.. _._ i...-.....,. 1 ,. . •-• ......---•••• I - T.': ki.• : . .....--, ..,--, ......._-_,-_. __ _ , .i---",'—'-' :" -•-::-. i -...-1 _..- ., :,...,-----,-----..:•.-,-- •...:. '.1 NaistnithEngineering,In: , - : --- ...:•.• ..,•,... -::-.1•;•- A.,...= [ MINUTES REGULAR PLANNING COMMISSION MEETING Council Chambers - City Hall May 26, 2010 5:30 P.M. COMMISSIONERS: STAFF: Rudy Garza, Chairman Johnny Perales, P.E., Assistant City Manager, A. Javier Huerta, Vice - Chairman Engineering and Development Services James Skrobarczyk Robert Payne, AICP, Senior City Planner John C. Tamez Andrew Dimas, City Planner Johnny R. Martinez Miguel S. Saldana, AICP, Senior City Planner Eldon J. Kelly Deborah Brown, Assistant City Attorney Govind Nadkarni Elena Juarez Buentello, Recording Secretary Mark Adame Ashley Satterfield John Taylor Si usted quiere dirigirse a la comision y su ingles es limitado, habra un interprete de espanol a ingles en la junta para ayudarle CALL TO ORDER A quorum was declared and the meeting was called to order at 5:31 p.m. B. ZONING I. New Zoning c. Case No. 0510 -04 Carl and Sherry Badalich — A change of zoning from the "AT" Apartment House District to the "AT" Apartment House District:"`PUD -2" Planned Unit Development The property to be rezoned is Sunrise Shores, Block 1, Lots IA and 3 located at 7349 State Highway 361, approximately I.75 miles north of Fire Station #16. Andrew Dimas, Development Services. presented New Zoning item "c ". Case No. 0510 -04 via Apple Keynote, stating the applicant is requesting a chance of zoning from the "AT" Apartment Tourist District to the "AT" Apartment Tourist District "PUD -2" Planned Unit Development. Mr. Dimas stated the staff is recommending approval of the "AT" Apartment Tourist Distric l "PUD -2" Planned Unit Development with 12 conditions. In response to Commissioner Skrobarczyk, Mr. Dimas stated the "PUD" Planned Unit Development ordinances are a binding contract. The deviation from these approved plans is not allowed. In response to Commission Huerta, the "PUD" Planned Unit Development will not dissolve due to the zero lot line and building code issues. Robert Payne, Development Services, stated the City's building codes would still apply and that a fire rated wall would be necessary between buildings. —201— Planning Commission Minutes :via ° 26, 2010 Page 2 In response to Commission Nadkarni, Mr. Castillo stated the dimensions would not pose a problem. The structure has a floor area of 900 square feet per floor. Craig Thompson, P.E., engineer from Naismith Engineers, stated the dimensions would not pose a problem. The utility easement in the front of each lot was overlapping with the right -of -way, Public hearing was opened. No one came forward in favor or opposition. Public hearing was closed. Motion to approve staff's commendation for New Zoning item "c" was made by Commissioner Skrobarczyk and seconded by Commissioner Tamez. Motion passed unanimously. -202- Page 1 of 3 ORDINANCE AMENDING THE ZONING ORDINANCE, UPON APPLICATION BY CARL AND SHERRY BADALICH, BY CHANGING THE ZONING MAP IN REFERENCE TO SUNRISE SHORES, BLOCK 1, LOTS 1A AND 3, FROM "AT" APARTMENT TOURIST DISTRICT TO "AT "1 "PUD- 2" APARTMENT TOURIST DISTRICT WITH A PLANNED UNIT DEVELOPMENT FOR THE PURPOSE OF CREATING A 23 UNIT SINGLE - FAMILY TOWNHOUSE DEVELOPMENT; AMENDING THE COMPREHENSIVE PLAN TO ACCOUNT FOR ANY DEVIATIONS FROM THE EXISTING COMPREHENSIVE PLAN; PROVIDING A REPEALER CLAUSE; PROVIDING A PENALTY; PROVIDING FOR PUBLICATION; AND DECLARING AN EMERGENCY. WHEREAS, the Planning Commission has forwarded to the City Council its reports and recommendations concerning the application of Carl and Sherry Badalich, for amendment to the City of Corpus Christi Zoning Ordinance and Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, May 26, 2010, during a meeting of the Planning Commission, and on Tuesday, June 22, 2010, during a meeting of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve public health, necessity, and convenience and the general welfare of the City of Corpus Christi and its citizens. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the Zoning Ordinance of the City of Corpus Christi, Texas, is amended by changing the zoning, from "AT" Apartment Tourist District to "AT "! "PUD -2" Apartment Tourist District with a planned unit development for the purpose of creating a 23 unit single - family townhouse development on property described as Sunrise Shores Block, 1, Lots 1A and 3, located at 7349 State Highway 361 approximately 1.75 miles north of Fire Station #16. (Zoning Map 022037) (Exhibit A) SECTION 2. That the official Zoning Map of the City of Corpus Christi, Texas, is amended to reflect the amendment to the Zoning Ordinance made by Section 1 of this ordinance. SECTION 3. That the Zoning Ordinance and Zoning Map of the City of Corpus Christi. Texas, approved on the 27th day of August. 1937, as amended from time to time, except as changed by this ordinance and any other ordinances adopted on this date, remain in full force and effect. H: ILEG- D1R1Shared1LEGAL- DEV.SVCS12010 Agenda15- 22- 101CASE NO. 0510.04 CARL AND SHERRY BADALICH10510 -04 Zonino AT change AT-PUD-2.doc —203— Page 2 of 3 SECTION 4. That to the extent that this amendment to the Zoning Ordinance represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the Zoning Ordinance, as amended by this ordinance. SECTION 6. That all ordinances or parts of ordinances in conflict with this ordinance are hereby expressly repealed. SECTION 6. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable under Section 35 -3 of the Zoning Ordinance of the City of Corpus Christi. SECTION 7. That publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 8. That upon written request of the Mayor or five Council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and suspends the Charter rule as to consideration and voting upon ordinances at two regular meetings so that this ordinance is passed upon first reading as an emergency measure on this day of , 2010. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Joe Adame City Secretary Mayor, City of Corpus Christi APPROVED: , 2010 /Deborah Walther ,Brow Assistant City A OF For City Attorney H:1 LEG• DIR\SharediLEGAL- DEV.S\'CS12010 Aaenda16- 22- 101CASE NO. 0510 -04 CARL AND SHERRY 6ADA L iCK\c i 0 -24 Zoning AT change AT- FL1D -2.doc Page 3 of 3 Corpus Christi, Texas day of , 2010 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings. I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor, City of Corpus Christi Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott H: ILEG- ❑iR\Shared1LEGAL- DEV.SVCS12010 Agenda \6- 22- 101CASE NO. 0510 -04 CARL ANC SHERRY BADAL €CH10510 -04 Zoning AT change AT- PUD -2.doc —205— 20 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 6/22/2010 AGENDA ITEM: RESOLUTION ENDORSING THE DESTINATION BAYFRONT INITIATIVE TO ENGAGE THE PUBLIC IN A PROCESS TO DEVELOP A CITIZEN DRIVEN MASTER PLAN FOR THE PUBLIC SPACE IN THE AREA FROM MCCAUGHAN PARK TO SHERRILL PARK, INCLUDING THE CITY - OWNED ADJACENT PROPERTY ISSUE AND BACKGROUND: Destination Bayfront is a grassroots coalition of community advocates that have emerged to propose a process by which to engage the public in a master planning process that mirrors that of other communities that have been successful in developing public spaces, such as Discover Green in Houston, Texas. This group has undergone a series of informational meetings throughout the community to explain their vision for an inclusive process of determining the best use of the public space from McCaughan Park to Sherrill Park that includes the Memorial Coliseum and adjacent property. On 6-15-10, City Council entertained a presentation from Destination Bayfront organizers regarding their efforts thus far in educating the public and discussed the opportunities that the Destination Bayfront process could bring to our community. Based on those discussions, this agenda item will formalize City Council's support for the Destination Bayfront process and a commitment to work with this grassroots organization in the development of a master plan for the subject area in downtown Corpus Christi. PREVIOUS COUNCIL ACTION: Presentation made by Destination Bayfront Organizers before Council on 6115/2010. No action taken on the draft resolution. REQUIRED COUNCIL ACTION: Approval of the attached Resolution FUNDING: While the appropriate City Staff will participate in the process as necessary (Engineering, Economic Development, Development Services, etc.), there is no direct appropriation of funds required related to this Resolution of Support. CONCLUSION AND RECOMMENDATION: Staff recommends approval of the Resolution. / Rudy D. Ga a / / -7 f intergovern entaI Relations Director rudyga @cct s.com r' 361-826-3082 Attachment – Resolution RESOLUTION ENDORSING THE DESTINATION BAYFRONT INITIATIVE TO ENGAGE THE PUBLIC IN A PROCESS TO DEVELOP A CITIZEN DRIVEN MASTER PLAN FOR THE PUBLIC SPACE IN THE AREA FROM MCCAUGHAN PARK TO SHERRILL PARK, INCLUDING THE CITY - OWNED ADJACENT PROPERTY WHEREAS, community efforts have been ongoing since the closing of Memorial Coliseum in 2004 to develop a suitable use for the bayfront property that encompasses the memorial coliseum property and associated public parking areas, McCaughan Park, City Hall Park, and Sherrill Park; WHEREAS, the 2008 Bayfront Master Plan package approved by the citizens of Corpus Christi provides for the relocation of the northbound lanes of Shoreline Boulevard to provide a large pedestrian area strongly connected to the water, McGee Beach, and the Coopers Alley L -Head; WHEREAS, the City of Corpus Christi is committed to developing an appropriate memorial dedicated to the veterans of Corpus Christi to replace the Memorial Coliseum, which was dedicated as a memorial to our Veterans of World War 11 in the 1950's and currently undergoing demolition, and that this future memorial will be a component of the overall redevelopment of said property; WHEREAS, the City of Corpus Christi is committed to a public process that will engage the citizens of Corpus Christi in seeking input in determining a master plan for said property that will provide opportunities for new activity in the downtown area and spur new economic development opportunities for our community; WHEREAS, a grass roots affiliation of citizens known as Destination Bayfront has emerged through these discussions focused on developing a process for inclusion of ideas and engagement of the community for the sole purpose of a citizen driven effort to help move our community forward; WHEREAS, through the research efforts of Destination Bayfront, a vision has emerged that has shown that the destination public space processes created by communities such as Houston. Detroit. Chattanooga and others have creaked truly remarkable public spaces, such as Discover Green, Campus Mantua, and Ta ~,r essee River =Park; WHEREAS, possibilities for the development of public spacs; si. rii ar to other communities' efforts could include restaurant pad sites, s at =.s •tcr put is conce; �s. outdoor film and fitness classes, interactive water lounia Ins a.,ri ctr!er bodies of water, festival space, interactive games, dog parks, and enhances :!ay arsas for c`dlOren as well as enhancements to the existing park space within the 5t.::-.):ect area: WHEREAS, among the goaIs of the Destination Bayfror:: p7o:ess is :o c 7 vote a. signature area for our community that provides a world class clestina.'.oil for both .oL:r fs s :,.-id residents of Corpus Cnristi alike. Era_,:fot F-22-20111: —210— NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City endorses a public process that will seek input from all interested citizens in the development of a public space that would include the area from McCaughan Park to Sherrill Park including the Memorial Coliseum site and adjacent property. Section 2. The City supports the efforts of Destination Bayfront to engage the public in this destination public space driven process and commits to work with this grassroots effort to develop a master plan that can move our community forward in the development of downtown Corpus Christi. ATTEST: Armando Chapa City Secretary APPROVED: 17th day of June. 2010 Carlos Valdez City Attorney destination Bayfront Resolution 6- 22- 2O10a.00c —211— THE CITY OF CORPUS CHRISTI Joe Adame Mayor 2 Corpus Christi, Texas of , 2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry R. Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez Mark Scott Dastinatian 8ayfront Res:JutiL)- —212— 3 21 AGENDA MEMORANDUM City Council Action Date: June 22, 2010 SUBJECT: Laguna Shores Road Rehabilitation Offsite Wetlands Mitigation (BOND ISSUE 2004) (Project No. E10067) AGENDA ITEM: Motion authorizing the City Manager, or his designee, to execute a construction contract with Garrett Construction Co., Inc. of Corpus Christi, Texas in the amount of $322,094.35 for Laguna Shores Road Rehabilitation Offsite Wetlands Mitigation for the Total Base Bid. (BOND ISSUE 2004) ISSUE: This mitigation project provides for the wetland creation, enhancement and preservation on the Laguna Madre Wastewater Treatment Plant (WWTP) property as part of the wetland impacts from the Laguna Shores Road Street Improvement project (Bond 2004). The widening and elevating of the Laguna Shores Road impacted the adjacent wetlands and required a U.S. Army Corps of Engineers Individual Permit. This site and project was selected after numerous other sites and design alternatives were considered. The site was coordinated with the current and future requirements on the Laguna Madre WWTP property. On May 19, 2010, the City received proposals from two (2) bidders (see Exhibit "C" Tabulation of Bids). The bids range from $322,094.35 to $569,846.27 for the Total Base Bid. The estimated cost of construction is $265,388.00 for the Total Base Bid. The unique nature and complexity of the work requires specialized construction methods that limits the number of qualified contractors and the ability to more accurately estimate the unit cost to complete the project. The City's consultant, RVE, Inc. and City staff recommend a contract be awarded to Garrett Construction Co., Inc. in the amount of $322,094.35 for Laguna Shores Road Rehabilitation Offsite Wetlands Mitigation for the Total Base Bid. FUNDING: Funding was programmed in the Bond 2004 Laguna Shores Road project and is available for the wetland mitigation. RECOMMEI ATION: Staff recommends approval of the motion as presented. Pete Anaya, P.E. Director of Engineering Services 361 - 826 -3781 oetear cctexas.com Additional Suosort Material: Exhibit "A" Background Information Exhibit "B" Prior Actions Exhibit "C" Bid Tabulation Exhibit "D" Project Budget Exhibit "E" Location Map Exhibit "F" Presentation H-H OM£IKelky01GE!ASTREE7$1£1D067- Laguna Shorn Road Rehabsiaatian Ofisiic 1Vc[ rc tion1Coratru:[ion',2 AGENDA MEMO • iem•.dw AGENDA BACKGROUND INFORMATION SUBJECT: Laguna Shores Road Rehabilitation Offsite Wetlands Mitigation (BOND ISSUE 2004) (Project No. E10067) PROJECT DESCRIPTION: The project consists of the removal of approximately 560 linear feet of 60" reinforced concrete pipe (RCP) storm sewer main and associated headwall, installation of 10 linear feet of new 60" RCP, a concrete outlet structure (approximately 64 cubic yards), 28 cubic yards of rock rip rap and 38 cubic yards of 12" thick, compacted, crushed concrete for maintenance area, 4.5 acres of land clearing and stripping, 8,400 cubic yards of excavation and 750 cubic yards of embankment (fill), 1,916 linear feet of bollard -and -cable fence with 2 anchor blocks and eradication of Brazilian Pepper Tree vegetation. The Erosion and Sedimentation Control Plan includes 660 linear feet of turbidity curtain, or similar device, 385 linear feet of silt fence, and a stabilized construction entrance. CONTRACT TERMS: The project is estimated to require 90 calendar days, with completion anticipated in October 2010. PROJECT BACKGROUND: The Laguna Shores Road Street Improvement Bond 2004 Project included widening and elevating the roadway. This work impacts the wetlands on both sides of Laguna Shores Road and required a U.S. Army Corps of Engineer (USACE) Individual Permit which was finally approved September 2009. As part of the permit process several design alternatives were considered as well as several site locations. This site was ultimately selected after numerous meetings with the key agencies (USACE, Texas Parks & Wildlife, National Marine Fisheries, Texas Commission for Environmental Quality, Coastal Bend Bays and Estuaries, Government Land Office and others). The total impact to the wetlands was approximately 2.8 acres which was mitigated by the creation, enhancement of 4.26 acres on and preservation of 12 acres which includes the new and existing wetlands /coastal prairie uplands on the Laguna Madre WWTP site. RVE, Inc. provided the plans and specifications for the Offsite Mitigation Plan, permit preparation, including site studies, design alternatives, final permit application and approvals and Basic Services for construction documents. This work was completed by RVE, Inc. under Amendment Nos. 1, 3, 4, 5 and 6 to the Contract for Professional Services for the Laguna Shores Road -- Graham to Hustlin' Hornet Project. This project is part of the Bond Issue 2004 projects, which were approved by voters on November 2, 2004. The City of Corpus Christi held an eiection to consider a number of ballot propositions to fund major capital improvements for the community. The Bond Issue 203: package included $95 million in projects :o be Lunde: from ad valorem property taxes ( a General Obligation Bond issue) in Street, Public Health and Safety, Public Facilities, Parks and Recreation, and Bayfront Master Plan projects. ins projects targeted the City's most immediate needs to improve existing physical facilities, ;provide for growth, and protect the City's. investment in its infrastructure. EXK Pape 1of1 11 H.\BONIE K Ii :.O'.CE?' STLE :"i S.E]Ga57. UL -.111Z. Shoe: Ro V-' t.2f 3:i5nr^r:,l'c: si.vc:iar 3 AGENDA i?-:C:::sROT.T:qD} irry..ea: PRIOR PROJECT ACTIONS SUBJECT: Laguna Shores Road Rehabilitation Offsite Wetlands Mitigation (BOND ISSUE 2004) (Project No. E10067) PRIOR COUNCIL ACTION: 1, November 2, 2004 — Resolution expressing official intent to reimburse costs of the 2004 Bond Capital Improvement Projects (Resolution No. 026015). 2. November 9, 2004 — Ordinance canvassing returns and declaring the results of the Special Election held on November 2, 2004, in the City of Corpus Christi for the adoption of five bond propositions; adoption of a permanent as valorem tax freeze on residents homesteads of persons 65 years of age or older of disabled persons and eligible spouses; and adoption of seven amendments to the Charter of the City of Corpus Christi (Ordinance No. 026022). 3. Mav 31, 2005 — Ordinance appropriating $423,980 from the unappropriated miscellaneous revenues from Water CIP Fund 4080; and appropriating and approving the transfer of $423,980 from Water CIP Fund 4080 into Street CIP Fund 3530 for the Laguna Shores Street Improvements Project; amending capital budget adopted by Ordinance No. 026188 by increasing appropriations by $847,960. (Ordinance 026285) 4. Mav 31, 2005 — Motion authorizing the City Manager, or his designee, to execute a Contract for Professional Services with RVE, Inc. in the amount of $423,980 for the Laguna Shores Road Street Improvements from Graham to `Hustlin Hornet. (BOND ISSUE 2004) ( Motion No. 2005 -175) 5. October 21, 2008 — Motion authorizing the City Manager or his designee to execute a construction contract with H &G Contractors of Corpus Christi, Texas, in the amount of $2,919,681.16 for the Laguna Shores Road Rehabilitation — Graham Road to Hustlin' Hornet Drive for the Total Base Bid and Additive Alternate No. 1. (Motion No. 2008 -275) 6. December 18, 2007 — Ordinance approving the FY 2008 Capital Budget and Capital Improvement Planning Guide in the amount of $127,275,900. (Ordinance No. 027546) 7. June 23, 2009 -- Motion authorizing the City Manager, or his designee. to execute Change Order No. 1 to the construction contract with H &G Contractors of Corpus Christi, Texas, in the amount of $117,064.40 fora restated amount of $3,036,745.56 for the Laguna Shores Road Rehabilitation from Graham Road to Hustlin' Hornet Drive. (BOND ISSUE 2004) (Motion No. 2009 -177) PRIOR ADMINISTRATIVE AC T IOW: t. August 26. 2004 — Distribution of Request for Qualifications (RFQ) No. 2004 -33 Bond Issue 2004 Projects to 175 engineering firms (70 local and 105 non - local). 2. March 25. 2005 — Addendum No. 1 to the Request for Qualifications (RFQ; No. 2004- 03 Bond issue 2004 Projects to 175 engineering firms (70 iocai and 105 non- €ocai). 3. April 13. 2005 — Addendum No. 2 to the Request for Qualifications (RFQ) No. 2004 -03 Bond Issue 2004 Projects to 175 engineering firms (70 local and 105 non- local). 4. August 2. 2005 — Administrative approval of a geotechnical testing agreement with Rock Engineering and Testing Laboratory, Inc. in the amount of $16,630 for Lacuna Shores Road -- Graham to Hustlin' Hornet. 5. May 1. 2007 -- Administrative approval of Amendment No. 1 to the Contract for Professional Services with RVE. Inc. in the amount of $24,770 for a total restated fee of H: ikOMESKe!lyOLGEN4STREETST1006T- Laguna Shofes Road Rehabilitation �HSile Wetland M tigatiofl\ onslrupionl4 PRIOR ACTIONS.do: EXKIBET "E" i Pace i of 2 $448,750 for Laguna Shores Road — Graham Road to Hustiin' Hornet to prepare a Draft Mitigation Plan. 6. February 5, 2008 — Administrative approval of Amendment No. 2, a no -cost amendment, to the Contract for Professional Services with RVE, Inc. for Laguna Shores Road — Graham Road to Hustlin' Hornet to revise project schedule. 7. July 23, 2008 — Administrative approval of Amendment No. 3 to the Contract for Professional Services with RVE, Inc. in the amount of $43,380 fora total restated fee of $492,130 for Laguna Shores Road — Graham Road to Hustlin' Hornet to prepare Mitigation Plans and respond to agency comments. 8. July 24, 2008 — Administrative approval of a construction testing agreement with Rock Engineering and Testing Laboratory, Inc. in the amount of $5,430 for Laguna Shores Road — Graham to Hustlin' Hornet. 9. April 3, 2009 — Administrative approval of Amendment No. 4 to the Contract for Professional Services with RVE, Inc. in the amount of $28,957.50 for a total restated fee of $521,087.50 for Laguna Shores Road — Graham Road to Hustlin' Hornet to add additional services. 10. June 16, 2009 — Administrative approval of Change Order No. 2 to the construction contract with H &G Contractors of Corpus Christi, Texas, in the amount of $7,747.50 for a restated amount of $3,044,493.06 for the Laguna Shores Road Rehabilitation from Graham Road to Hustlin' Hornet Drive. 11. July 23, 2009 — Administrative approval of Amendment No. 5 to the Contract for Professional Services with RVE, Inc. in the amount of $13,570 for a total restated fee of $534,657.50 for Laguna Shores Road — Graham Road to Hustlin' Hornet to prepare Mitigation Construction Plans. 12. April 21, 2010 — Administrative approval of Amendment No. 6, a no -cost amendment, to the Contract for Professional Services with RVE, Inc. for Laguna Shores Road — Graham Road to Hustlin' Hornet to revise Construction Phase Services "(4 -mo.)" to "(4- wks.)" and add Construction Phase Services for Mitigation Site. " a" I. i H :IHO SEl.K lyD13EMSTRES.Ei0GB7- Leg. me Shores Read Rehebifiialion;11 ke:lend Hifi?aiiCfIiConstrutha .1i4 Pni)R a 0 a 0 1C7 CO CV 4,9 Garrett Construction Co. DMB Construction P.O. Box 1028 P.O. Box 71118 Ingleside, TX 78362 Corpus Christi, TX 78467 AMOUNT UNIT PRICE AMOUNT Q 2 Lf) Q Q O VI m If) 6 0 O O o ti7 COO N co CD $15,855.001 0 I) r t� Cr) C) o a> 0 0 Tr 64 G to C) 0 ER 0 CO 11) q t• GR $3,265.08] CND a El3 CD OS M r- 6+i 0 N r• y el r 69. u7 N. 0 a, CO 63 $13,120.001 a co a r N ER qCO CO COO N N ER N r7 N EA $21.420.881 q CD LC) r- 6R q 0 co r• N C.R 0 0 0 0 0 Cr) C~y CG 1. CG 0 La 0 $35,838.00 0 O d 0. ifs 64 CO C? co r 65 $15,855.00 0 0 ti) N- Ch 0) 0 0 C ) a N 0 t07 005 ,_ 64 0 CO it 69. r 0 000p r 6R 0) VI racooEA C# M VI vi , 63 e0 ) 6 $25.33 1- CO r ��NEA Co C Co 0 to Co N 64 C CY] CO r r d3 $378.00 re) a N ./ 0 0 co 0 0) EA. 0 a 0 O>_ 67 c 0 o 0 0 cr) C'V 6R 0 O CO c~o r En. 0 O 0 000 M ER 0 O d CC N Ct p 0 tfi ti C) fR 0 a d N r CC 6R a 0 tci N. 0 69eiMOCV 0 O 4 r 44 a to d [O 10 6R a0 0 N .- 0 Ei3 0 d o co r 64 p 0 u-i N r 01C)aa 0 d o N nE9rr 5R h O cri t) t-- r� 60 0 a CO 10 FI? 0 0. a) 0 0 _d en [ $1,240.00 a 0 O 0 t� cc 0 a 0a r- c6 0 C'7 it 01 a 0 N VI IA UNIT PRICE 0 o ui r-. 0) 6) 64 0 o d 0 r) N 0 CO d N ER 0 0 d 0 CO r) 0 0 0 0 0 N 64 0 0 to ti 0) ER 0 0 CV CO 6R 10 Li/ ti Cr) 44 000 0 Co it r 69. c CO EA 0 SO N N N $15.75 0 9 47 63 010 1IR iA $1.75 $1.575.00 $17.551 0 CV 0 64 0 G d N CO ER 11) e 69 0 0 C 0) r cy LAGUNA SHORES ROAD REHABILITATION OFFSITE WETLAND MITIGATION Project No. E10067 r Z cn J fn .J U. J u) J CO J < w w J w}?-U7- J U U Q U 7- O wtLQw J J W ..J w J < W 7- (/) co J 1TOTAL BASE SID (Item-, 1 through 21) CS r r 560 r r r Q lC) O 0 t<07 f• CO r C'7 co C0 T.. N 0 Q 0 Co r DESCRIPTION ._ O a C O m E CY D Stormwater Pollution Prevention Plan (Erosion controls listed separately below) Remove and I1auI Off Existing 60" RCP Remove and Haul Off Existing Headwall for 60" RCP Concrete Outlet Structure (Including approx. 64 CY of concrete and 25 LF of handrail) Trench Safety for Outlet Structure 60" RCP (Including 45° bend connection to existing pipe and connection to new concrete outlet structure !Trench Safely for Pipe 8" to 12" Rock RipRp 112" Thick, Compacted, Crushed Concrete 'Clearing and Stripping Excavation to Line and Grade per Plans [Embankment (Fill) to Line and Grade per Plans Orange Plastic Construction Fence Silt Fence Stabilize Construction Entrance [Turbidity Curtain, or Similar Device Bollard -and -Cable Fence (per TXDOT Detail PCF 05 in plans) [Concrete Anchor Block Hydromulch Seeding (Disturbances Outside Jurisdictional Areas) Brazilian Pepper Tree Eradication (Within 12 -Acre Area Bounded by the Bollard -and- Cable Fence and Waters Edge in Accordance with Procedures in the Appendix of the Contract Documents) 2 CO W N r] �h Co t• C3 d7 O r r N r C r r 0 Co r r ti r CO r 1 Cr) r 0 N CL' -219- EXHIBIT "Cii Pa e PROJECT BUDGET LAGUNA SHORES ROAD REHABILITATION OFF SITE WETLAND MITIGATION Project No. E10067 June 22, 2010 FUNDS AVAILABLE: Bond Issue 2004 (Note 1) $740,000.00 FUNDS REQUIRED: Construction, Garrett Construction Co., Inc $322,094.35 Contingencies (10 %) 32,209.44 Consultant Fees: Consultant, RVE Inc. (Basic Services for Construction Documents) (Amd. No. 5) $13,570.00 Consultant, RVE Inc. (Permit Preparation; Note 2) (Amd. Nos. 1, 3, 4, 6) $97,107.50 Reimbursements: Contract Administration (Contract Preparation /Award /Ad min ) . $8,857.59 Engineering Services (Project MgtiConstr Mgt/Traffic Mgt) 11,273.30 Finance Issuance 4,026.18 Misc. (Printing, Advertising, etc.) 1,610.47 TOTAL $490,748.83 FUNDS REMAINING $249,251.17 Note 1: Bond Issue 2004 Laguna Shores Road Street improvement Project identified $740,000 specifically for wetland mitigation impacts associated with the elevating and widening of the roadway. Note 2: Permit Preparation including site studies, design alternatives, and final permit application and approvals. EXHIBIT k'Dse s Pagelof`I —220— \Mproject\councilexhibits\exhE 7 0067.dwg NUTCES a y CORPUS CHRISTI & y LAGUNA ; r FM 2:L44 ePr E,CAP LOCATION MAP NOT TO SCALE PROJECT* Ef OO 7 LAGUNA SHORES ROAD REHABIUTATION OFFSPTE WETLANDS MITIGATION 21 GULF OF JvOEYJCO EXHIBIT °El' CITY' COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERWCES PAGE: '1 or DATE: 6/W/2010 yoromeow > eL •Q) 4--) O L i. O0_ w4, v) �� Qw (/)ozi O -a m L HI cp > ca = Q� O co fp �O •- c U O J ca U -a ca U a_+ Q) c c1- -0a-, J •O = ra l 11 CD 0vi FE= L Q) () CD Q) Q L t c (0 C - L > N E c Q) 2 -- 2 OO L L > 4- O 002 Oa Qom, CO 0- �= '0 U' N c U v) L Q) Q) CO � • U Q) � �•' 4- O �.. Q) � c.) ca (n w V Q W 1-i c U U Q) O'QU .a• -u o -U- (1) > c Cll F-D0- F-F4-+ D oC-ac,!) •. acres of wetia -I-; co 0 cn U CD 4-' a) O O fp to 5 a--' a) 0) o = � -0 C s� = _c fD (J) crs ' c c 'X >, .>7 cD ` a) O a) N-1-' -• a a) fD c V 0 0 N fl_c U V U N a) Q fp L U (D — H O ) O 2 4-) � " L u cu 2_ a) a o .� -a co Q c N O p 0 73 4_ Q 0 CD a) o 0) E 'N 0 Is—, a) • N N O ft) .4' E cu '>7 -ac -a m (0 > = a) (D E O L O O a) -I-; (D O O a-+ i s_ a-+ N 4— L C O I teQ i D V • O eL 4-' a-+ a- > N O V 3 U 17) w z rairie upland 1 P4.4] ll FY 2010 -2011 FY 2009 -2010 W co a = z= O I- I= z U 0 1- d. u) z 0 0 0 m DESIGN PHASE co N — 0 co PROJECT a) cri on onstruction Cost C a--+ fa Q) E N i O L • 0 a_ V N ate'' C C no r3 -=+ U a (1) (1) C C L C C U U O D U eimbursements: Contract Administrati (r) i V_ > V Q (!) fC C O V a C cn c V C w II f RI 22 AGENDA MEMORANDUM City Council Action Date: June 22, 2010 SUBJECT: Greenwood Wastewater Treatment Plant Lift Station improvements (Project No. E09005) AGENDA ITEM: Motion authorizing the City Manager, or his designee, to execute a construction contract with Austin Engineering Company of Austin, Texas, in the amount of $1,076,170 for the Base Bid and Additive Alternate Nos. 1, 2, 3, and 4 for the Greenwood Wastewater Treatment Plant Lift Station Improvements Project. ISSUE: This project provides for critical improvements to the pumps, piping and sluice gate vault at the Greenwood Wastewater Treatment Plant Lift Station. The existing lift station pumps and piping were installed in 1990 and are beyond their useful life cycle. Some of the existing piping is no longer serviceable and forces the City to rent self contained pumping systems to meet the demands of the Lift Station. The sluice gate in the adjacent gate vault is also inoperable preventing proper isolation of the lift station for cleaning and servicing. On May 19, 2010, the City received proposals from six (6) bidders (see Exhibit "C" Tabulation of Bids) with two bids determined non - responsive for failure to fully execute the documents. The bids range as follows: Base Bid Additive Alternate No. 1 Additive Alternate No. 2 Additive Alternate No. 3 Additive Alternate No. 4 from $770,768.85 to from $40,000.00 to from $156,000.00 to from $80,600.00 to from $9,600.00 to $1,160,014.00 $92,400.00 $180,000.00 $98,381.46 $21,000.00 The estimated cost of construction for the Base Bid is $746,780. The City's consultant, Urban Engineering and City staff recommend a contract be awarded to Austin Engineering Company in the amount of $1,076,170 for the Base Bid and Additive Alternate Nos. 1. 2, 3, and 4 for the Greenwood Wastewater Treatment Plant Lift Station improvements. FUNDING: Funding is available from the Wastewater Capital Improvement Budget FY 2010 and Wastewater Operating Funds. RECOMMENDATION: Staff recommends approval of the motion as presented. F stE Grope/ ffjyirector of '1,A, astewater Services 361-857-1801 fo ster{�cctexa s. co rn fig i1�:� Additional Support Material: Exhibit "A" Background Information Exhibit "B" Prior Actions Exhibit "C" Tabulation of Bids Exhibit "D" Project Budget Exhibit "E" Location Map Pete Anaya, P.E. Director of Engineerinc Services 1361 - 828 -37 {{81 ,.J �+ ete a n l/! ccte xa. s. co f l i R:1H0}AEFVeImzP'.G ENlWASTEWATERFEa°F0.5 (7445) GREENWOOD WN'TP LIFT S IUD ^v IMPS\CONSTRUCT1GN2 AGENDA J 1EMO.doz AGENDA BACKGROUND INFORMATION SUBJECT: Greenwood Wastewater Treatment Plant Lift Station Improvements (Project No. E09005) PROJECT DESCRIPTION: The Greenwood Wastewater Treatment Plant Lift Station was constructed in 1990. The existing lift station pumps and piping have reached the end of their effective life cycle. Some of the existing piping has already failed and others are at a point where further deterioration will jeopardize operations and service. The City is presently renting self contained pumping systems to account for the pumps /piping that are out of service now. Rehabilitation of the existing lift station is necessary due to the extent of corrosion and condition of the existing pumps and piping. The sluice gate in the adjacent gate vault is also inoperable. It was also installed in 1990 and, due to the extremely corrosive sewer gasses in the vault, has reached end of its life cycle. Replacement of the sluice gate will allow isolation of the lift station for cleaning and servicing. The improvements will allow the lift station to continue to pump collected wastewater into the plant for treatment. This project consists of the rehabilitation of the wastewater treatment plant lift station which requires bypass pumping, the replacement of pump bases, submersible pumps, piping, fittings, pump guide rails, plug valves, check valves, the replacement of sluice gate with new electric actuator, the application of concrete coating and miscellaneous items of work required to complete project in accordance with plans, specifications, and contract documents. BID INFORMATION: On May 19, 2010, the City received proposals from six (6) bidders with two bids determined non- responsive for failure to fully execute the documents. The bids range as follows: Base Bid Additive Alternate No. 1 Additive Alternate No. 2 Additive Alternate No. 3 Additive Alternate No. 4 From $770,768.85 to From $40.000.00 to From $156,000.00 to From $80,600.00 to From $9,600.00 to $1,160,014.00 592,400.00 8180,000.00 898,381.46 821.000.00 Additive Alternate No. 1 consists of the removal of the existing sluice gate, and provides to,r a new sluice gate with electric actuator. Additive Alternate No. 2 provides for sx (6) new wet pit sJF..i e7s::i'oie Additive After :ate No. 3 provides for six (S) new 14-" cl leck VG!VC=E uc- .J1:.. ls.!vesj. =tee! o fcr tour (4) new 12" check Valves and 12" plug valves. A'.temste No. 4 provides for ten (10) new access doJ7 grs r:g ` E7 iB1T "A" . r� 1a�x�atescae�rr v,•.t: "'G' 417-- oN The estimated cost of construction for the Base Bid is $746,780. The City's consultant, Urban Engineering and City staff recommend a contract be awarded to Austin Engineering Company in the amount of $1,076,170 for the Base Bid and Additive Alternate Nos. 1, 2, 3, and 4 for the Greenwood Wastewater Treatment Plant Lift Station Improvements. CONTRACT TERMS: The project is estimated to require 160 calendar days, with completion anticipated in January 2011. PROJECT BACKGROUND: This project is part of the Wastewater Capital Improvement Plan to strategically address critical systems as the systems and equipment reach the end of their useful service life. The Greenwood Wastewater Treatment Plant (WWTP) Lift Station was constructed in 1989. These systems and equipment are now beyond their effective service life and beginning to experience failures. Urban Engineering was previously contracted under a small engineering contract to investigate the lift station and provide prioritized recommendations to address the conditions with planned improvements. Based on the engineering letter report, staff is requesting to proceed with replacing and upgrading the piping, pumps, pump bases, sluice gate with new automatic controls. During construction a complete by -pass of the lift station will be required to continue critical operations for the Greenwood WWTP service area. 4 H: 11-1OME1Ve ;maP\GENOWASTEWATERiE09O05 (7445} GREENWOOD W' TP LIFTS ATION IMPSICONSTRUCTION'a AGENDA BACKGROUND -doo PRIOR PROJECT ACTIONS SUBJECT: Greenwood Wastewater Treatment Plant Lift Station Improvements (Project No. E09005) PRIOR COUNCIL ACTION: 1. March 23, 2010 — Motion authorizing the City Manager, or his designee, to execute Amendment No. 1 to the Engineering Services Contract with Urban Engineering in the amount of $72,730, for a total re- stated fee of $102,030, for the Greenwood Wastewater Treatment Plant Lift Station Improvements. (Motion No. M2010 -057) 2. December 15, 2009 — Ordinance approving the FY 2010 Capital budget and Capital Improvement Planning Guide in the amount of $202,877,800 (Ordinance No. 028449). PRIOR ADMINISTRATIVE ACTION: 1. August 10, 2009 — Administrative approval of Small ATE Agreement for Architect! Engineer Consultant Services with Urban Engineering in the amount of $29,300 for the Greenwood Wastewater Treatment Plant Lift Station Improvements. t� EXHIBIT `°B" laae1of1 HAHO EME :rraP',3EAititi:STEV :ATEn•.GL' n5 {'e: {; u7c= EN,N30.7. : Ur: RF' „w 5iC f:$TF.:}�- lal:.� ?r.:^ ?�C:eCT Ac T IDNs.aez 0 0> W CO 2l- id - Q ❑ c/) ❑ w E rX w w z z w H co 0 N 0. CC 0 0 U LL 7- f N LL O - Z ❑ w E • N -J Z CO Of F- • w _z Z w LL o z - e_ I- • 0 mi• l, w • C w P O c� ▪ ca ❑ ca W fl = U t3 C Z C.)D a) w • w -J CO n- CI -J CO ▪ w F J. 5_ Haren 123456 Corpus Christi, TX 784 TOTAL PRICE I 0 6 o o 6 to 69 0 o o 'v* te0 r 69 0 6 0 0 N 69 $100,000 -001 $18,000.00 0 0 0 0 6 69 a 6 0 0 E9 0 6 O 0 NI 69 0 0 0 o r 69 a 6 0 C 0 69 0 6 0 0 N 69 a 6 0 0 60 0 0 0 0 o 69 100 ooa'Z$ 0 0 0 L'+ r E; UNIT PRICE 0 0 6 0 a o 6c) 0 0 6 0 co 6tr9 ) 0 0 6 0 0 6 In 00'00001•$ 0 0 6 0 0 cei 69 0 0 6 0 LC) ni 69 0 0 6 0 o n 69 0 0 6 0 0 (9 69 0 0 `a 0 ri 69 0 0 a Lt) ni 65, 0 0 6 0 Q cr 69 0 0 6 0 cf7 r•7 69 a 0 0 0 0 69 0 0 6 0 O n 69 oo•o0o, F$ Austin Engineering Company P. 0. Box 342349 Austin, TX 78734 TOTAL PRICE 00 6 0 6 N 69 0 a 0 6 M 69 0 o 0 0 V C7 69 00 6 0 0 co CO 69 0 6 0 (C (3) 69 S 6 0 CO 4 69 0 6 N co to 69 00 6 0 cy •s 69 00 6 0 0 ni t# 0 6 0 W 0 fH 0 6 0 0) ai (D 69 0 6 0 N 6i 64 $21.200.00 a 6 0 0 E N3 00 6 0 o re 69 UNIT PRICE 0 0 6 0 o 0 N 69 0 0 6 0 a O t7 65 00 "000'9Z$ 0 0 6 0 co co 6s $1,600.0(;1 0 0 6 0 N. OFF 0 CC 0 co n 6i 69 0 6 6 0 c co 64 0 0 6 � CV r,9 0 0 0 r` v_ E9 0 0 6 to rp 6.9 0 0 6 0 co 0i E? 0 0 6 0 co 6 69 o 0 6 0 0 u> 64 0 LC 6 0 0 r5 69 H & 5 Constructors, Inc. P. 0. Box 9014 Corpus Christi, TX 78469 TOTAL PRICE a 6 a '3' M 69 (to Cj Fig c) (0 N N 69 $52,558A0 r7 C co 69 " 1N 0 C7 69 $56,525.52 0) 4 Vt. co M 64 N N N 6 (fT $8,483.72 N N 0) (37 cr 69 $18,143.38 $25.413 -58 N- Cn G- r- 69 � 6 (0 G: 6. UNIT PRICE 0 0 6 0 C7 49 n CD O 'cr. — y9 co >0 (D 0 p CV 69 $5,255.84 $1,395.53 0 M Q) 1- 64 N 67 O cr) 69 $8,358.74 N 46 n N 69 C'7 07 6 N N 69 r N 6 rr•i o] 69 0 C6 0 [0A ❑) 65 0) n 6 on N r 69 R) n 6 — 1' 69 CA n 6 a 6° GREENWOOD WASTEWATER TREATMENT PLANT LIST STATION IMPROVEMENTS (PROJECT NO. E09005) DESCRIPTION F3oncis and Insurance, complete In place per lump sum Move -in -Move out, complete in place per lump sum New Wet Pit Submersible Pumps, complete in place per each Remove and Replace Pump Bases, complete in place per each Core Drill for 14" D.I.P., complete in place per each Cote brill for '12" D.I.P., cornplele in place per each Remove Exist. 12" Wet Well Piping and Replace with 14" PVC, complete in place per each Remove Exist. 12" Wet Well Piping and Replace with 12" PVC, complete in place per each Remove Exist. Valves and Piping and Construct New 1 Io ider frnm 12" 90" Fiend, complete in place per eacli Q) u] Q < LLJ < W < li_€ < Li.E < w < W < L' E C < 1 W 0 J c; — 1° a (BASE BID 1 e- — (0 7 CD C (5 CD [1 c. Y- — LLL — N c• C Lh (� 1� [o C — i — f — -247- EXHIBIT `C" Page i of€ 0 0 Q p r. 67 • ¢ Iii 2 ❑ w [�] (n CC w w z w Lr 0 0 I_ D 0 el 0 cn m U• 0J lL ? z� D w ¢� < w z z w u_ 0 0) z - E w R7 ▪ c Q ❑ ▪ 5 Iii ro 0 0 N 0) ❑ ip c •h cC 0 7 (0 0 a_ ❑0 w 2 tf CO X c N L_ ca w z u7 " U - 0 0. rj _w 0 Ce Cl. 0 O 6 0 d 00 0 O 0 0 6' I p 6 0 49 O 6 CO N 0 6 0 o 44 0 Cp E 0o w 0 00 0 ci 49 g 0 0 em N tV 0 I]� IZ — Z p 0 6 °0 L.6 `�' 0 6 0 ct, 0 6 0 0 6 °° Ni it, 0 d cc) 0 Q 0 o 4, 0 6 0 6 . 0 6 0. rn 6 0 6 0 C M E O 6) i31 N i.6 C et ti (7 I- o x m C •_ ❑ N W • 3 a C N a W 0 D. J H 0 o o 0 0 69 I °a 0 0 _0 59 a° a O 1) 69 ' 0 0 0 0 49 0 d co it] 69 0 0 0 0 6t o 2 0 0 N 0 ro CI M . 4, v dd g 0 o 0 (0 69 ` c gyp' kJ U re n. 2 O 0 0 Li I r 0 .0 0 6 0 O_ 4, 0 0 0 o O r? 69 0 0 0 a 177 44 0 0 0 6 N 0 0 0 0 VI- 0 0 0 co CNI co oF o G's . ` x :. D IA N in 'i 0 ❑ O n is ca 2 Cs IX 0 i- 0 M 0 � a9 ry 49 eft, f 0 0 0 o La 0 irr bs (w,] I- z M Lr7 (0 ° - 69 N- ti 0 ri ° 69 xi to 0 v4 CO co 49 0 o 0 n 4`' 0. m V R3 Q C o nr Q 0 O 0 0' = n 0 C C6 0' E N N N c r` IM .,. —4 CO cr) — sv r. r. -248- I.�s i E P.'i'7F 7 ns 8 o 7 a a• � 69 >+ � tI5 Lii ✓ � < 1- ❑ G7 Lu Li- LLl z_ (9 N Ec 0 U cn Q 0 4L r 1- ❑ . mN w 0 zcc O w ¢ � z - cc Li} r w z w Lt oID z LU.� ro �u R Q j • n E L6 c 7+(Q Q 2 c) 0 d • w 2 0 CIJ ❑ F L J O F- J. S. Haren 123456 Corpus Christi, TX 784 `TOTAL PRICE • a a 0 o a QS ) el 6 0 0 o 0 .t EA o a 0 a 0 O EA $12,000.00 o o 0 o 0 0 414 co 0 0 o 0 ca N3 0 o a o 0 CO W 0 o 0 a 0 r- 44 0 a 0 a 0 Cf W a 0 6 0 o o 44 o a 0 0 0 N 4.4 a o 0 a o eq UJ Q' a F z [00'000`9$ I_ 0 a o r9 0 O a a L') 4i 0 a M eA 0 0 W 44 Austin Engineering Company P. O. Box 342349 Austin, TX 78734 TOTAL PRICE to o 0 0 a a 0 0 a 0 0 CO a 0 0 0 100.009`00$ a a 0 0 L 0 0 0 g le o 0 a on d4 0 0 s as 0 0 0 0 IC co w 0 0 a 1°a 0 a a o °a >n UNIT PRICE 1 a 0 0 a rD a 0 0 It •7 a 0 0 rn •7 0 a 0 a c1f 0 0 a R 11 & S Constructors, Inc. P. O. Box 9014 Corpus Christi, TX 78469 TOTAL PRICE 0 Q Lrl co - M ds 0 cc co N �' 44 $18,744.32 _ M a t 6: 0 44 ' r 0 [7 Ch 02 4, ua7 N 1� If) . -- Es Y7 PI !- r w eq ID 1► ] ti 1 - O 0 r in F- '� l r o o f = 44 01572450 UNIT PRICE �n 1.6 44 $4,649.32 m 0 a $3,522.58 $1,572.451 GREENWOOD WASTEWATER TREATMENT PI-ANT LIST STATION IMPROVEMENTS (PROJECT NO. E09005) DESCRIPTION [ADDITIVE ALTERNATE TIO. 3 NEW CHECK VALVES AND PLUG VALVES New 14" Check Valve, complete in place per Each New 14" Plug Valve, complete in place per Each New 12" Plug Valve, complete in place per Each TIVE ALTERNATE I1O. 3 (BID ITEMS AA3 -1 to AA3-4) ERNATE ?1O. 4 ACCESS DOOR GRATING PANEL 90 EA 1New Access Door Grating Panel, complete in place per Each TOTAL ADDITIVE ALTERNATE NO. 4 (BID ITEM AA4 -1 ) I TOTAL F3ASE 1310 (13ir1 Items I fhni 22) ADDITIVE ALTERNATE MO.4 Mkt Item AA4 -1 } = E w L''' < LL E w 1- O BASE BID L7 f\ C7 Q M M E M r 4 < -249— EX1-11137 "C" Page 3of8 2 0 C7 d; S 0 C/7 0 U 0 1- cn(7) 5 N L. 0 _U a z �E <w z w Q F-- u w 2 Z LL! -250- 123456 [TOTAL PRICE a a a 0 a ;r co a 0 o O a R 0 0 o a 0 a IR. a cc a $1.172,000.001 o a v 0 0 C C+ r UNIT PRICE P. 0. Box 342349 TOTAL PRICE 1 O 0 rn ri co r- w 0 0 rn el' N ca w} $980,570.00 $1,061,170.00 $1,076,170.001 W U fY 0. F_ Z 0 P. O. Box 9014 [TOTAL PRICE ''Ti co a oi Ti' co Ip c O r N c 44 $1,016,374.09 Isa-osv`ocl `I.$ 1 IUNIT PRICE J Cw z t. LLI 4 e L. L. 0 Z In 0 = ca L7 Cr 41 ❑ C- p. z Q 0. = cry R C i- r- < - ti ra z 7' a C. 'TOTAL BASE BID 4 ADD ALTI ADD ALT2 + ADD ALT3 + ADD ALTO j The area with bold borders indicates an error in the extension/addition. The totals reflected here are the Unit Price times the Quantity. Section B -2 -7 states, "The Unit Price shall govern over the amount." Z ' r ! 0 .I ' T ' = -250- o 0 Q � co c tt ea 7+ [i3 cji 21- Q o0 m w w z w H Cn r 0 0_ 0 0 LL 0 } CO 0 L!. w 0- Z 0 uJ Z < EZ LLJ LU z z w i o 8 L L) • E LL z C U w°' 0 •g, Lu c - 0 G W 0 m -• L' [t3 Cv C E Z O 0 w m E • L) ▪ U JI i- Holloman Corporation 13730 tH 10 East Converse, TX 78109 LTOTAL PRICE O O O cv 69 d 0 d a (o 69 0 0 o 0 cr) ER $261,000.00 0 0 c f+ 663 0 0 CV cc 69 0 o a o Co CR 69 a O o ry ER a 0 0 4 ER a a a o 664- $168,600.00 o 0 d o L') Ee a O O o L) ER 0 0 d O 69 $21,900.001 UNIT PRICE o oo 0 69 o oo i'7 co 0 ao ) 64 0 00 EA $453.00 $453.00 0 00 6 $5,100.00 0 oa 0 °o r_ rfi $28,100.00 o 00 co ER 0 ao o) ER 0 dd d a Jhabores Construction 123456 Corpus Christi, TX 784 TOTAL PRICE d 0 o o o o CV 69 1-00.000.05$ o O O a d r9 CV 69 o O D d a 0� N- 69 a O o 0 T o O 6 r- ko a ER o 0 d o co 47 ER 0 0 Q o cf ai CV 69 0 0 d d o ri 69 0 0 o o as Co EI3 00'000'69$ o 0 a 0 co ti d d 6 0 cl 0 cv 63 d 0 Q 0 � CO ER $36,100.00, UNIT PRICE k a 0 6 o 00'000'09$ 0 0 o p � O O d 0 o 0 O o, E , $2,144.001 0 0 0 0 00'00C'L$ 0 0 0 � cri EFy 0 O 0 ° ci 69 Q 0 o d mo. d Cr O co m Eft 0 O 0 o o 59 d Q O o o 64 d 0 O d cp V, R. 5_ Black Civil Contractors P. O. Box 6218 Corpus Christi, TX 78466 TOTAL PRICE 0 Q o 0 o C'7 61 0 0 0 0 to 69 $114,000.001 0 0 6 a d tt ER 0 0 0 a m 69 o 0 0 d co 65 O d o 0 o [C) E9 0 0 0 a 0 M 6i 0 a a 0 (n 69 d 0 o Q v 0 0 0 o O cv to E9 0 0 a O o LC) 69 0 0 6 O 0 _ E9 00'000'9$ 1 I$17,800.00 UNIT PRICE O o 6 o O ri 0 0 o O '4) (0 e9. 0 0 6 o to o CV 63 0 O 6 0 CV Q fig o o o 0 0' 00'OOL$ d Q 6 0 0 C)) 69 O 0 0 0 O a7 ER 0 0 O O Cp 69 0 0 6 0 r 69 0 O 0 0 f-- OD ER 0 O 0 0 l0 f: 69 O 0 d 0 O co' 69 d 0 0 o 0 cfl 69- O 0 d d co f- - GREENWOOD WASTEWATER TREATMENT PLANT LIST STATION IMPROVEMENTS (PROJECT NO. E09005) DESCRIPTION F 5 a t O 0 CL '3) c,) c) a: `c. c c 0 0 0 0 c ce 0 II Move -in -Move (wt, complete in place per Iimp sum Core l)r'sll for 14" 0.1.P., complete iii place per each Rernove Exist. 12" Wet Welt Piping and Replace with 12" PVC, complete in place per each Install New 14"D I. Long Radius 90° Bends, complete in plane per each Remove Exist. Wives and Piping rand Construct New I1 nder frnrn 12" 90' Beard, complete in place per each F Z to - cn - < W < Ili < LJ < LLJ < LJ < w < LJ t < u < < < w w LJ v: .' ' G BASF 187 m :� en ,- r Z LSJ r cv Lr) [4 ti a c i r r _ - 2 51- EXHIBIT "C" Page 5 of a 1- U a_ 0 U Li. 0 J- O U Q E O U z o w 17 co Z Q L l l UJ Ong Z 7 J? c 4• X11LW BY, :orporatiun 110East TX 78109 TOTAL PRICE o o 0 6s C $17,000.001 a o o L7 b9 a - $29,184 -00 $1 15,800.00 a o o 0 H Q C ,- r il► 0 rt 4o °o C W $157,200.001 0 o r a 0 0 $17.000.00 a a 0 n �' a 0 rev a a L E4 o m t.? 00'000'0 a a a- rn 69 a cv C5 69 is onstruction 456 risti, TX 784 TOTAL PRICE 0 o 0 $12,500.00 a o a o $180,000.00 0 0 0 q CR V) 0 g 1 0 a 4 0 o 0 o 0 0 a 1X oo 0 0 E 6s 0 a N 0 0 a a a M a 69 $45.00 0 o CO O Ft3 0 a a 69 o Es °a a 0 CV 69- a a o cr ff} a oo •r a a r- c7 Es a 0 0 cam°? 64 $13,824.00 a oo a W t7 64 0 46 ° a N a 0 ni W Y► 00'000'01$ 0 ° g Id- 64 a a 0 n E9 0 0 q in r a R. S. Black Gil P. 0. B. Corpus Chri UNIT PRICE a O 6b s 0 a a- a te $274.0U a `.''Vs a5 $27.00 I'Ttiin[ioiu 0 0 0 a Ll co te be, 0 r- tor 0 a cd- us. ni Piping, complete in place per lump sum Utility Allowance (Mandatory Allowance), complete in place per lump sum TOTAL BASE BID (ITEMS 1 - 22) (ADDITIVE ALTERNATE 110. 1 REMOVE EXISTING AND PROVIDE NEW SLUI TOTAL ADDITIVE ALTERNATE NO. 1 (BID ITEM AA1 -1) ADDITIVE ALTERNATE NO. 2 ADDITIONAL PUMP REPLACEMENT New Wet Pit Submersible Pumps, complete in place per Each TOTAL ADDITIVE ALTERNATE Na_ 2 (BID ITEM AA2 -1j U7 J `s W [i] :NI N :- < --252- EX1-1 BIT Pans 6 of S o O r � N CO 7• 9 Lij [6 Li..l < L') Q � mk w w z C7 z 0 O w ❑ 7 ❑ 0 U 2 :orporation 10 East TX 78109 TOTAL PRICE O o 6 c 69 O 0 e ti9 o 0 $8,000.00 $81,200.00 o 0 6 69 0 0 Vi 0 0 4 D r r Nil 4 er 69 $157,200.00 $81,200.00 0 0 r FR W [] a 1- E m o O °a O 69 o o 0 69 o 0 oi EA 0 CD 0 69 O O7 0 64 Jhabores Construction 123456 Corpus Christi, TX 784 TOTAL PRICE 0 0 o 0 0 M 64 $21.000.00 0 0 6 0 0 64 0 0 O 0 0 6 6R 0 0 a 0 O a W 0 0 6 0 a N EA 0 O O 0 0 N K 0 00000 to r 4 r Vs 0 0 0 a t.- iR 0 0 0 O {O rr 0 0 0 4 CO 41 0 0 0 O N Vi UNIT PRICE o o a 6 69 o O u7 c•7 ER o O 0 4 69 O 0 u7 N 69 0 oo 0 N 69 R. S. Black Civil Contractors P. O. Box 6218 Corpus Christi, TX 78466 LTOTAL PRICE I 0 o 6 °o N 64 0 0 6 0 sf bag 0 O 0 o ( 1:5 0 0 CO . 6 i�3 0 a t r i 0 0 6 c°v, n) 0 a 4 e�, O1 0 0 N 0 N w 44 0 0 o 0 0 H~! 0 4 a 0 ID sR 0 4 °a Wt r EER 0 0 a w 61 6�P UNIT PRICE 0 6 O n ER 0 0 6 0 c 64 0 69 0 0 of EA. 0 0 EA GREENWOOD WASTEWATER TREATMENT PLANT LIST STATION IMPROVEMENTS (PROJECT NO. E09005) DESCRIPTION E NO. 3 NEW CI IECK VALVES AND PLUG VALVES 1 New It" Check Valve, complete in place per Each New 14" I'li.ig Valve, complete in place per Each 0 u 111 w la 0 1.0 < l r Q ry re) E C r¢ —253— EXHIBIT "C1 Page7of8 TABULATION OF SIDS b 6 T- C:7 f- N d] co Lij • F-- w Q F` Q ❑ CO CO wP w w z z w F- 0 ❑ a 0 U 0 0 yr w w (9 z w u z z w w O L 1— U UJ • 07 CI) a ❑ 5 C O❑ • -0 • 1 Lei LT Q Z O uJ }- a JCL n 0 0 D Q I Holloman Corporation 13730 1H 10 East Converse, TX 78109 TOTAL_ PRICE Q o C� s^ 0 oe�o b4 $1.252,414.001 $1,409,614.00 d 0 'S a- 00 a r u4 4 G . '- CO o d3 UNIT PRICE Jhabores Construction 123456 Corpus Christi, TX 784 TOTAL PRICE 0 US 0 N r Ok 44 o liS o N CO 0) o W o O L() t- r 4R 0 CO p P7 N] N r 69 Q eo o er u'3 N k- kq UNIT PRICE R. S. Black Civil Contractors P. 0. Box 6218 Corpus Christi, TX 78466 TOTAL PRICE o Ti o to co 0 vi. o co 0 ei N oo o 4.4 0 CO ti - 64 Q Tr N co 1 VC UNIT PRICE )OD WASTEWATER TREATMENT PLANT _1ST S TAT ION IMPROVEMENTS (PROJECT 110. E09005) TOTAL BASE HID TOTAL SASE BID •r ADP ALT1 TOl Al_ BASE 1310 •3• ADO ALT1 •1• ADD ALT2 1TOTAL BASE BID + ADD ALT1 + ADD ALT2 + ADD ALT3 1TOTAL BASE 1310 I ADE) ALT1 r ADD ALT2 + ADD ALT3 + ADD ALT4 rl i io area with bold boi ders indicates an error in the exlensionladdilion. The totals reflected here are the Unit Price tirnes the Quantity- Section B -2 -7 states, the Unit Price sh-i1l govern over the amount." -254- PROJECT BUDGET GREENWOOD WASTEWATER TREATMENT PLANT LIFT STATION IMPROVEMENTS (Project No. E09005) June 22, 2010 FUNDS AVAILABLE: Wastewater CIP $1,401,800.00 Wastewater Operational 29,300.00 Total.. $1,431,100.00 FUNDS REQUIRED: Construction (Austin Engineering Co.) (Base Bid +AA1+AA2+AA3 +AA4) $1,076,170.00 Contingencies 107,617.00 Consultant Fees: Consultant - (Urban Engineering)... 102,030.00 Testing - (Geotechnical & Material Testing) 21,523.00 Reimbursements: Contract Administration (Contract PreparationlAwardfAdmin) 29,595.00 Engineering Services (Project MgtiConstr Mgt/Traffic Mgt) 37,666.00 Construction Observation Services (not included in Consultant Services) 37,666.00 Finance Issuance... ... 13,452.00 Misc. (Printing, Advertising, etc.) 5,381.00 Total $1 ,431,100.00 :LHU;,IE •Vfll.Tt�?.GEWNAST MATE M<09095 (7445) GREEN/W:1OG 1'IWTF LIFT STATION IMPS'CONSTRL 1ONti6 PROJECT BLDG —255— EXHIBIT "D" Pa 1 of File : \M project \councilexhibits\exhED9005b.dwg PROJECT # EOM c. : GREENWOOD WASTEWA TER. 11 Cf of COW= £IE(T �E ME � k' c � of CORPUS Di c -ERiNG + Hurts ❑E'ri rJEf OF "�rGll: tRina SERVICES ii 1 LIFT STA Team IMPRaVE Eh 7 t; � . 1 I Dz., w: Co66- 22 -20' 0 SITE WWCA raw NOT TO SOLE EX HIEIT r . 23 AGENDA MEMORANDUM COUNCIL ACTION DATE: June 22, 2010, AGENDA ITEM: Motion authorizing the City Manager or designee to execute a Real Estate Sales Contract with Michael P. Devaney and wife Edna M. Devaney, in the amount of $675,000, plus additional expenditures not to exceed $3,000 for related closing costs, for the purchase of a warehouse property for the Fire Department located at 1501 Holly Road in connection with the Public Safety Warehouse for Police and Fire Departments, Project No. 5244, Bond Fund 2008. ISSUE: In November 2008, voters approved the Bond 2008 election containing four propositions. Proposition Two, containing Public Health & Safety improvements, included a Public Safety Warehouse for both Fire and Police Departments. City staff evaluated the options of building a warehouse on City owned land, purchasing an existing warehouse facility or purchasing land to build a new facility, In March 2010, a Request for Proposal (RFP) was mailed to various commercial real estate brokers in Corpus Christi indicating the City's need for a warehouse facility. The request was also publicized in the Legal Notices section of the Caller Times. Six responses were received. Two of the responses were for properties with existing warehouses that met the City's specifications. Both warehouse properties were evaluated and it has been determined that both are adequate for use by the Police and Fire Departments. City staff has negotiated a sales price for the purchase of one of the properties which is located at 1501 Holly Road and has also obtained a signed contract from the owners. Land acquisition expenditures exceeding $50,000 require City Council approval. FUNDING: Bond Fund 2008, Public Health & Safety, 550701 - 3191 - 00000- 140252 Sales Contract $675,000 k $3,000 closing costs = $678,000 RECOMMENDATION: Staff recommends approval of the motion as presented. Pedro Anaya, P. E. Director of Engineering Services peteancctexas.com (361) 826 -3081 Attachments: Exhibit A. Exhibit B. Exhibit C. Background Information Property Location Map Contract Summary BACKGROUND INFORMATION SUBJECT: Public Safety Warehouse for Fire & Police Departments, Bond 2008 Acquisition of 1501 Holly Road, Corpus Christi, Texas PROJECT BACKGROUND: On November 4, 2008, the City of Corpus Christi held a Bond election to consider a number of ballot propositions to fund major capital improvements for the community. Proposition Two, containing Public Health & Safety improvements, included a Public Safety Warehouse for both Fire and Police Departments. The intended purpose of the warehouse is for storage of public safety equipment and vehicles that are currently stored outdoors. A warehouse facility consisting of one or more buildings is needed to adequately store the equipment and supplies as well as contain additional capacity for future needs. The Fire Department currently has a lease on Mestina Street for 7,800 square feet of warehouse storage that will be expiring in January 2011. The departments intend to consolidate their storage needs into one or two centrally designated warehouse facilities. City Engineering staff evaluated three options consisting of 1) building a warehouse facility on City owned land, 2) purchasing an existing warehouse facility or , 3) purchasing industrial zoned land to build a new facility. In March 2010, a Request for Proposal (RFP) was mailed to various commercial real estate brokers in Corpus Christi indicating the City's need for an existing warehouse facility or suitable land to construct one . The request was also publicized twice in the Legal Notices section of the Corpus Christi Caller Times. Six responses were received, three of which were for vacant industrial land. The other three were for properties with existing warehouses. Only two of these met the City's RFP specifications. The two conforming warehouse properties have been evaluated by the Fire and Police Departments. It has been determined that each is adequate for their use. City staff has negotiated a purchase price of $675,000 for one of the properties which is located at 1501 Holly Road. A signed contract has been obtained from the owners. The second property is under negotiation and is proposed to be acquired as well. Acquisition of existing warehouse facilities has been deemed to be more economically feasible as compared to new construction. The purchase of both properties, together with any additional improvements to the buildings, can be accomplished below the $1.75 million dollar allocation for the project. City Council approval is needed for any expenditure in excess of $50,000 for acquisition of real property. PROPERTY INFORMATrON: The property is located on Holly Road, approximately 200 feet west of Greenwood Drive, as shown on the attached Exhibit B. The Iepal description of the property is stated as Los Encinos industrial Sites. Mock 1, Lot 2. The warehouse facility, containing approximately 16.000 square feet. is situated on 3.55 acres which is zoned 1-2, Light Industrial District. The building consists of a climate controlled, steel framed metal warehouse with three overhead doors at the rear of the property. Two of the overhead rollup doors are at -grade with drive - through capability. The third door has a separate sump -type, back -in loading dock. The Seller, at the City's cost, will install three more overhead doors along the west side of the building and one more on the south side to EXf- rT L& Page 1 o1' 2 -261- enable large Fire department vehicles to adequately access the building. The building also contains approximately 3,000 square feet of climate controlled office space. The City and owners have negotiated a sales price of $675,000 for the building which amounts to $42.19 per square foot. An appraisal for the property has been obtained from Sidney H, Smith, Ill, MAI in the amount of $725,000. An executed Real Estate Sales Contract has been received from the landowners which requires signature by the City Manager or designee. A summary of the contract is attached as Exhibit C. At the request of the landowner, this sales contract will be closed at San Jacinto Title Company. PRIOR COUNCIL ACTION: 1. November 13, 2008 — Ordinance canvassing returns and declaring results of the Special Election held on November 4, 2008 in the City of Corpus Christi for the adoption of seven bond propositions and approval of a proposition to restrict vehicular access to and on the portion of the Gulf of Mexico Beach seaward of the concrete portion of the Padre Island Seawall. (Ordinance No. 027939) 2. November 18, 2008 - Resolution expressing official intent to reimburse costs of the 2008 Bond Capital Improvements Projects in an amount not to exceed $152,645,000 for improvements to Streets, Fire Department Facilities, Police Department Facilities, Libraries, Museums, Parks and Recreation Facilities, and Bayfront Development. (Resolution No. 027950) PRIOR ADMINISTRATIVE ACTION: None H:IHOMEIEUSEBiOG1GENWgenda itemsTubiic Safety Warehouse 5244\1501 Holiy\Background.doc EKE-Mr k Page 2 of 2 —263— File \ Mpraject \councilexh\exh52441and2.dwa VICINITY MAP NOT TO SCALE 1750 HOLLY L D pcjSLPC SAFETY WAREHOUSE; 24 SOND 2008 ctrY COUNCIL 0511EIT CITY OF CORPUS CHRIST!, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: GP DATE: 5 -2 -2010 REAL ESTATE CONTRACT SUMMARY Project No. 5244: Public Safety Warehouse for Fire & Police Departments 1501 Holly Road, Corpus Christi, Texas This Real Estate Sales Contract is entered into by Michale P. Devaney and wife, Edna M. Devaney ( "SELLER ") and the City of Corpus Christi ( "BUYER ") subject to the following terms and conditions: 1. Real Property and Improvements: Lot Two (2), Block One (1), Los Encinos Industrial Sties, a Subdivision of the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof, recorded in Volume 38, Page 200, Map Records, Nueces County, Texas with street address of 1501 Holly Road, together with all existing improvements. (Premises) 2. Purchase Price - $675,000.00 in cash at closing. 3. Title Insurance: Seller to provide title insurance at Seller's expense. A title commitment for title insurance must be delivered to Buyer within 30 days after receipt of the Contract by San Jacinto Title Company, with the title insurance policy to be timely issued after Closing. 4. Warranty Deed and Closing Costs: After securing the title insurance commitment, Seller must execute a General Warranty Deed, drafted in accordance with the provisions of this Contract, that conveys indefeasible title to the Property to Buyer, and Buyer must make the cash payment. Seller will be responsible for payment of its closing costs consisting of: one -half the Escrow fee, Tax Certificate fee, Warranty Deed cost or attorney fee, Deed fling fee, Title Insurance premium, repair costs, applicable Sales Commission fees, and title curative fees. Buyer will be responsible for payment of its closing costs consisting of: one -half the Escrow fee, property Survey fee, inspection fees, and other miscellaneous fees not to exceed $500. 5. Property Taxes: All taxes, if any, are to be paid by Seller, up to and including the year 2009. Taxes for 2010, if any, will be prorated between Buyer and Seller. 6. Earnest Money: Buyer agrees to deposit $5,000 Earnest Money at San Jacinto Title Company, which Seller may keep as liquidated damages should Buyer fail to consummate contract as specified, or Seller may seek to enforce specific performance of contract. 7 Restrictions on Title: Buyer accepts title subject to all outstanding restrictive covenants, use restrictions and zoning and regulatory ordinances. EXKUB[T 1 OF 3 —267— 8. Time for Performance: This contract is to be closed on or before 90 days from the effective date of the contract. Seller acknowledges that Seller has read the agreement, and it is not binding until approved by the City Council of the City of Corpus Christi and signed by the City Manager within 30 days from the effective date of this contract. Seller's execution of this Contract means that Seller has read and understands that this Contract is not binding on Buyer until approved and accepted by (1) the City of Corpus Christi City Council and executed by the City Manager of the City of Corpus Christi, Texas, or designee and (2) City of Corpus Christi Bond Counsel. Buyer must execute this Contract within 21 days from the date of Seller's execution of this Contract or this Contract is void. 9. Survives Closing: The contract will survive the closing of the sale and delivery of the General Warranty Deed and other conveyance documents. 10. 60 -Day Inspection Period: Buyer shall have sixty days from the date of the contract to perform its due diligence studies on the property. Buyer can void the contract at its discretion if Buyer finds the property unacceptable in any form. 11. Broker's Commission: All Rea! Estate Commissions, if applicable, will be paid by Seller. 12. Possession: At closing, the property will be conveyed free of any rights of possession of any third parties, except for valid easements of record. Any possession prior to closing will necessitate a separate written lease agreement between the parties. 13. Seller's Representations and Warranties: Seller represents that it has absolute and unrestricted right, power, and authority to execute and deliver this contract along with the documents to be executed and delivered by Seller in connection with this contract. Seller has no knowledge of any pending litigation, condemnation, or assessment affecting the property. Seiler has no knowledge that the property contains hazardous materials, underground tanks, or is not in full compliance with all Environmental laws. To the best of Seller's knowledge Seller has full and complete fee simple title to the property. No person, corporation or other entity has any right or option to the property. Seller has not received any notice from any governmental agency regarding the property's non - compliance with applicable laws, ordinances, regulations. statutes, rules and restrictions relating tc the property. 14. Mineral Reservation: The sale of the property is without oil, gas. or mineral rights. 15. Essential: Time is of the essence in closing this transaction. EXHIBET C 2 OF 3 -269- 16. Effective Date: The effective date of this contract is the date in Which the contract is signed by Buyer. 17. Counterparts: Multiple original copies of the contract may be executed and the original copies assembled together shall constitute one agreement H:IHOMEIEUSEBiOG\GEN1Agenda Items\Pubtic Safety Warehouse 52441Exhibit C. Contract Summary. Item A.doc EXH[ FT C 3 OF 3 —271— 24 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: June 22, 2010_ AGENDA ITEM: A. Motion authorizing the appointment of SAMCO Capital Markets, Inc. as Sole Underwriter for the City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificate of Obligation, Taxable Series 2010. B. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificate of Obligation, Taxable Series 2010" in an amount not to exceed $5,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Airport System; providing for the payment of said Certificates by the levy of an Ad Valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Airport 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; authorizing the execution of a Paying Agent/Registrar Agreement and a Purchase Contract; complying with the requirements of the Letter of Representations with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staffto execute certain documents relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this Ordinance; and providing and effective date. ISSUE: The City of Corpus Christi is planning on issuing up to $5,500,000 in City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation. Taxable Series 2010 in June 2010 to fund costs associated with making permanent public improvements to the City's Airport facilities, including the Quick Turnaround Facility. Since the proceeds of the Certificates of Obligation will be used to provide for rental car facilities outside the terminal that indirectly benefit private rental car companies, they must be issued on a taxable basis. Prior to the issuance of the Certificates of Obligation, the City is required to publish notice of its intention in a newspaper of general circulation in the City. The Notice of Intention was published in the Corpus Christi Caller - Times on Sunday, May 2, 2010 and on Sunday. May 9, 2010. If approved, this Ordinance would delegate to the Mayor, City Manager. and Interim Assistant City Manager for Administrative Services the authority to affect the sale of the Certificates of Obligation when market conditions so warrant subject to satisfying specific parameters. Additionally consideration was initially given to privately placing these Certificates of Obligation with a financial institution. However, the rates received were not favorable, and as a result. City - staff is recommending that this issue be publically sold. Therefore, an underwriter MUST be selected. o Cir staff is recommending SAMCO Capital Markets, Inc. as the sole underwriter. —275— PREVIOUS COUNCIL ACTION: • April 20, 2010 - Ordinance amending the Code of Ordinances related to the imposition, collection, and expenditure of a "Car Rental Customer Facility Charge ". • April 20, 2010 - Ordinance appropriating S 140,000 in anticipated revenue from Customer Facility Charges to fund the design of a consolidated "Quick Turnaround" maintenance facility for rental car operations at the Corpus Christi International Airport. • April 27, 2010 - Resolution by the City Council of the City of Corpus Christi, Texas directing publication of notice of intention to issue City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Taxable Series 2010 in an amount up to S5,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Airport facilities, including the Quick Turnaround Facility complying with the requirements contained in Securities and Exchange Commission Rule 15c2 -12; and providing an effective date. • April 27, 2010 - Motion authorizing the appointment of M. E. Allison & Co, Inc. as financial advisor for the City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Taxable Series 2010. CONCLUSION AND RECOMMENDATION: Staff recommends that the City Council approve the motion and ordinance as presented. Constance P. Sanchez Interim Director of Financial Services e-mail: constancepCcctexas.eom phone: (361) 826-3227 Attachment: Background Information BACKGROUND INFORMATION The City of Corpus Christi is planning on issuing up to $5,500,000 in City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Taxable Series 2010 in June 2010 to fund costs associated with making permanent public improvements to the City's Airport facilities, including the Quick Turnaround Facility. Since the proceeds of the Certificates of Obligation will be used to provide for rental car facilities outside the terminal that indirectly benefit private rental car companies, they must be issued on a taxable basis. Initially, consideration was given to privately placing these Certificates of Obligation with a financial institution. However since the rates received were not favorable, City staffis recommending that this issue be publically sold. Therefore, an underwriter must be selected, and City staffis recommending SAMCO Capital Markets, Inc. as the sole underwriter. SAMCO Capital Markets, Inc, has communicated financing options to the City over the past year and has a strong taxable and tax - exempt underwriting desk. They are on our Iist o f authorized underwriting firms, and City staff feels that they would serve the City well on this type of transaction. Prior to the issuance of the Certificates of Obligation, the City is required to publish notice of its intentions in a newspaper of general circulation in the City. The City approved a resolution concerning this, authorizing the City to publish the Notice of Intent in the Corpus Christi Caller - Times on May 2, 2010 and May 9, 2010. Additionally, the Certificates of Obligation Act provides that certificates of obligation can be sold for cash only in certain circumstances, such as to address a public emergency or if the certificates of obligation are benefitted by a revenue pledge. As a result, municipalities who do not fall under these emergency categories are required to pledge as additional security for their certificates of obligation, some source of revenue stream that is authorized to be pledged under Texas law. This pledge oftentimes takes the form of a limited amount ($1,000) that the Texas Attorney General accepts as satisfying this revenue pledge requirement. The alternative (since the contemplated public improvements are not related to an emergency) to not pledging a revenue source and selling the certificates of obligation for cash would be to exchange the Certificates of Obligation directly with the provider of the goods or services — which would be prohibitively cumbersome. Because of this requirement in the Certificates of Obligation Act and under advisement of bond counsel and the City's financial advisor, the City is proposing to pledge 51.000 of surplus Airport revenue to these certificates of obligation. By doing so. the legal requirements of the Certificates of Obligation Act will be satisfied. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the Mayor. City Manager, and Interim Assistant City Manager for Administrative Services (the "Delegated Officials") the authority to effect the sale of the Certificates of Obligation subject to the following parameters: (1) the principal amount of th Certificates of Obligation may not exceed 55,500,000; (2) none of the Certificates o= Obligation shsl` bear interest at a rate greater than 7% per year, and (3) the Certificates of Obligation must have a rating issued by a nationally recognized municipal securities ratings organization in one of the four highest rating categories. The City's bond counsel has confirmed that the City can delegate the sale of the certificates of obligation to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. DRAFT 6/15/2010 ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND SURPLUS AIRPORT REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2010" IN AN AMOUNT NOT TO EXCEED $5,500,000 FOR THE PURPOSE OF FINANCING COSTS ASSOCIATED WITH MAKING PERMANENT PUBLIC IMPROVEMENTS TO THE CITY'S AIRPORT SYSTEM; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE AIRPORT 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; AUTHORIZING THE EXECUTION OF A PAYING AGENTIREGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF REPRESENTATIONS WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; 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 of S5,000,000 for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's airport facilities, including the Quick Turnaround Facility; (2) purchasing materials, supplies, equipment, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements; and (3) the payment of professional services related to the construction, design, 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 it uublication of such notice being not less than thirty (30) days prior to the tentative sate stated therein for the passage of the ordinance authorizing the issuance of such certiL_cates oT obligation; and WHEREAS, no petition protesting the issuance ef the certificates of obligation desc ' —278— 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 $ 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 I. A. 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 AND NO /100 DOLLARS ($ ), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND SURPLUS AIRPORT REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2010" (the Certificates), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's airport facilities, including the Quick Turnaround Facility; (2) purchasing materials, supplies, equipment, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements; and (3) the payment of professional services related to the construction, design, 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 271.065 and the City's Home Rule Charter. B. Delegation of Authority to Authorized Representatives. As authorized by Chapter 1371, as amended. Texas Government Code (Chapter 1371) the Mayor of the City, the City Manager of the City, and the Interim Assistant City Manager for Administrative Services (each of the foregoing, individually. an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Certificates authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Certificates, the redemption provisions therefor, and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached herein as Schedule I. The Certificates shall be issued in the principal amount not to exceed S5,500.000: the maximum maturity of the Certif�cates will be and the net effective pu: annun; interest rate shall not exceed a rate greater than per annum. calculated in a manner consistent with the provisions of Chapter 1204, as amended. Texas Governtnerit Code. Lastly, each Authorized Representative is authorized to select the bond insurer. if any, vt ith respect to the Certificates. The execution of the Approval Certificate shall evidence the sale date of the Certificates by the City to the Purchasers (hereinafter defined) in accordance with the provisions of Chapter 1371. It is further provided, however, that notwithstanding the foregoing provisions, the Certificates shall not be delivered unless prior to their initial delivery, the Certificates have 90085914.1 2- —27 9 been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2. Fullv Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated 2010 (the Certificate Date) and shall be in denominations of $5,000 or any integral multiple thereof, and the Certificates shall become due and payable on in each of the years and in principal amount (the Stated Maturities) and bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 202I 2022 2023 2024 7075 026 2027 2023 2079 2030 SECTIL'' 3. Payment cf Certificates - Payinci Agent'Re2istrar. The principal of, .r interest i eC 1 ti x �- = :znY�n��_ any. arid ir:�.,, �_ � on the Certificates, due and payable by reason of Stated Maturity, Te:fie�-;_otion, or otherwise, shall be payable in any coin or currency of the United States of �e ca which at he time of E. �1e t is legal tender for the payment of public and private debts, - -- -280= and such payment of principal of and interest on the Certificates shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Certificates. The Certificates shall bear interest at the per annum rates shown above in Section Z computed on the basis of a 360 -day year of twelve 30 -day months, and interest thereon shall be payable semiannually on March 1 and September 1 of each year (the Interest Payment Date) commencing March 1, 2011, while the Certificates are Outstanding. The selection and appointment of Wells Fargo Bank, National Association, Austin, Texas, to serve as the initial 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 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 be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent /Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first -class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both 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) (i) on the Record Date (hereinafter defined) for purposes of payment of interest thereon, and (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. 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 AgentlRegistrar, or any agent of either. shall be affected by notice to the contrary. . only Principal of and premium. if any, cn the Certificates shall be pa a o to nly woo _ 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 Tareceding a� Interest Payment Date for the Certificates (the Record Date) and shall be paid (i) by check sent 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. 90085914.1 -2811- If the date for the payment cf 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 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 Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Optional Redemption. The Certificates having Stated Maturities on and after March 1, 2020 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 2019, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. B. Exercise of Redemption Option. At Least forty -five (45) days prior to a date set for the redemption of 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 governing body of the City. C. Selection of Certificates for 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 --:.cep ration a- rcpresentiF a the number of Certificates Outstanding which is obtained by a_, id_T_�7 _ princira- amount of such Certificate by 55,000. D. Notice of Redernvti3__. t feSS than thirty ( C) clays r]_:cr to a redemption date for the Certificates, a notice of red en ,_ion sr al? be sent by ::nited. States mail. first -class postage prepaid, in the name of the City and at tree C_ y-'S eX.peYise. by the Paying r.2entRegistrar to each older cf a Certificate to be redeemed, --_ L. he_e or in Starr, at the address of the Holder appearing on the Security Register at the dose cf l ::si._ess on the business day next preceding the date of mailing such notice, and any '_icte. e nr `e er;'r, :tor± °d trailed shad be conclusively presumed to have been duly given irrespective of received by the Holder. _2 All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the 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. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Additionally, this notice may also be sent by the City to any registered securities depository and to any national information service that disseminates redemption notices. 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 said 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. E. Transfer /Exchange of Certificates. Neither the City nor the Paying AgentlRegistrar shall be required (1) 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. SECTION 5. Execution - Rezistra.tion. The Certificates shall be executed on behalf of the City by its Mayor under its seal reproduced or impressed thereon and attested by its 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 suc 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 Chanter 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 80. 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 8D, executed by the 90085914.3 -283 -- 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. 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 AgentiRegistrar. 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 of authorized denomination 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 AgentiRegistrar. Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying Agent /Registrar shall register and deliver, the Certificates 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 Paving Agent /Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to nay, and entitled to the same benefits under this Ordinance. as the Certificates surrendered upon such transfer or ex change. 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 provide::, and exce t that the Paying Agent/Registrar shall require payment by the Holder requesting such t_ nsfe_ or exchar ze of any tax or other governmental charges required to be paid with reset .o , c.? transfer or exchange. Certificates canceled by reason of an exchange or transfer pir n` :he hereof are hereby defined to be Predecessor CeiT.ificates, evidencing all or = •- cr_. as _he case may be, of the same debt evidenced '.:•v the new Certificate or vtirt! "c to E-r= delivered in the exchange or transfer therefor. Additionally, the term Pre ereJ-:L Ler-_ficate shall include any Certificate registered and delivered pursuant to Sec ?.3o _ e-. mutilated, :ost. destroyed, or stolen Certificate which shall be deemed to -n-: the s21-m 9n85914.1 2 8 - obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7. Initial Certificates. The Certificates herein authorized shall be issued initially either (i) as a single fully registered Certificate in the total principal amount of 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 and denomination and to be numbered consecutively from T -1 and upward (collectively, the Initial Certificates) and, in either case, the Initial Certificates shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificates 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 Certificates, the Paying Agent/Registrar shall cancel the Initial Certificates delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates 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 Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of 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 aiy 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(s) submitted to the Attorney General of Texas may be typewritten or photocopied otherwise reproduced. reproduced. 90085914.1 —285'— Form of Definitive Certificate. REGISTERED NO. REGISTERED PRINCIPAL AMOUNT United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI. TEXAS COMBINATION TAX AND SURPLUS AIRPORT REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2010 Certificate Date: , 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP No. The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nuecces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Certificate Date, or from the most recent interest payment date 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 an March 1 and September 1 of each year, commencing March 1, 2011. Principal 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 Holder 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 curer o: 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 ser: on or :-ior to the appropriate date of payment by United States mail, first -class postage prepaid, to the r nlder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying AgentlRegistrar, requested by the Holder hereofat the 10 der's risk and expense. 9O0€ =914 -9- -286— This Certificate is. one of the series specified in its title issued in the aggregate principal amount of $ (the Cert f cafes) pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes. to -wit: (1) constructing, acquiring, purchasing, renovating, equipping, enlarging, and improving the City's airport facilities, including the Quick Turnaround Facility; (2) purchasing materials, supplies, equipment, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements; and (3) the payment of professional services related to the construction, design, and financing of the aforementioned projects, under 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 and the City's Home Rule Charter. The Certificates stated to mature on and after March I, 2020 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 2019, or on any date thereafter, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par 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 AgentiRegistrar 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 be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be parable 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 par`. the Cite or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Certificate within forty-five (45) dat°s of the date fixed for redemption; provided. however, such limitation of transfer shall not be applicable to an e, change by the Holder of the unredeemed balance hereof it the event of 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 airport system (the System), such lien on and pledge of the Limited amount 900859 4.1 —2$— of Net Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of the current }y outstanding Prior Lien Obligations and any Additional Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Additional Prior Lien Obligations, Junior Lien Obligations and Additional Subordinate Lien 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 Additional Prior Lien Obligations, Junior Lien Obligations, and Additional Subordinate Lien 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 fully 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 ail other purposes, and neither the City nor the Paying AgentTRegistrar, 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 Dare - which shall be fifteen (15) days after the Special Record Date) shall be sent at lust f' e (5) business days prior to the Special Record Date by United States mail, first -class pos`mge 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. -11- —283— 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 law, 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 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. IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. ATTEST: City Secretary (CITY SEAL) 90085914.1 CITY OF CORPUS CHRISTI, TEXAS By Mayor /The remainder of this page intentionally lei. blank] 2 - - C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificates Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § REGISTER NO. 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 Certificate of Paying Agent/Registrar to Appear on Definitive Certificates Oniv. REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR This Certificate has been duly issued under the provisions of the within- mentioned O: iir-ance; the Certificate or Certif sates of the above- entitled and designated series originally Delivered having been approved by the Attorney General of the State of Texas and registered by -.ne C ernp.treiier of Public Accounts. as shown by the records of the Paying Agent/Registrar. '.gistoredl this irate.: 1 -- WELLS FARGO BANK, NATIONAL ASSOCIATION, Austin, Texas, as Paying Agent/Registrar By: _ E TO PR .' _ ._, F_: .?-Lilt min De7iniIive Cercif- lceaeis. -13- —290— Authorized Signature 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: 90085914.1 -29T- F. The Initial Certificates sha'.I be in the form set forth in paragraph B of this Section. exce.t that the form of a sin •le fall r registered Initial Certificate shall be modified as follows: Heading and first two paragraphs shall be amended to read as follows: REGISTERED NO. T -1 REGISTERED PRINCIPAL AMOUNT United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricia CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND SURPLUS AIRPORT REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2010 Certificate Date: July 1, 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: As Shown Below Stated Maturity: As Shown Below CUSIP No. The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kieberg, and San Patricia, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above 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 Arnounts (S) Rates ( %) (Information ati.on to be inserted from schedule in Section 2 hereof) (or so much thereof as shall not have been paid upon ;prior {•ederoption) and to pay interest on the unpaid Principal Amounts hereof rc.L_s e- ifica_-e Date. or from the most recent interest payment date to which interest has b;.-..en G: do : r "a� i ed for, to e earlier of redemption or Stated Mat:ur =ty, while Outstanding. at ._. uc_- a: - t:r_ rates of interest specified above, computed on the basis of a 360 -day year of = e:v -o t :c'. =ere :_ b� " ":�� -gar `` on ivlarch and September 1 of each year, cc' znal_.,___ '∎- a :Ch", , 2011. ?rincipal of this Cert_f cave r? _ b ab e - - to the Re.- isto rWd Gvoe- hereof the e Hover ), uncnn its presentation and surrender, Lt- the oo- -�i'rate t-wst office of Wells al go Bank, National Associa` or . Austin, Tex as (the Interest shall be oa " - °, a.:.1e to the Holder —2�2" 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 Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificates shall bear an appropriate legend as provided by the insurer. SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 27 and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 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 t•tui Additional Prior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable wholly or in part from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System, 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 first and prior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. B. The term Additional Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable wholly or in part from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues of the System, 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 piedge of the Net Revenues of the System as determined by the City Council in accordance with anv applicable law. C. The term _4utieor iced Officials s gall ::lean the Mayor. City Manager. Interi,_., Assistant City ]V4anager for Administrative Services, and/or the City Secretary. D. The term Certificates shall mean the S "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND SURPLUS AIRPORT REVENUE CERTIFICATES OF' OBLIGATION, TAXABLE SERIES 2010" authorized by this Ordinance. 90085914,1 - 293-- F The tern Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. F. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg. and San Patricia Counties, Texas and, where appropriate, the City Council of the City. G. The term Closing Date shall mean the date of physical delivery of the Initial Certificates in exchange for the payment of the agreed purchase price for the Certificates. H. 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. I. The term Debt Service Requirement 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. J. The term Depository shall mean an official depository bank of the City. K. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on July 31 st 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. L. 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 r. proceedings authorizing the issuance of refunding bonds, are rated as to investment quality b a nationally recognized investment rating firm not less than AAA or its equivalent; or (iii) noncallable obligations of a state or an agency or a county, municipality, or other t oit:ca subdivision of a state that have been refunded and that, on the date the governing body of _� e Issuer adopts or approves the proceedings authorizing the issuance of refit ii fL z }; ns. aye gate as to investment quality by a nationally recoaized investment rating - ' ` i1 - its equivalent. Iv;- The term Gross Revenues for any period shay mean all -..1 received by the CIty by virtue of :t.s owner -ship and operation of the System. liinite3 to, its rentals, fees. and other revenues resulting from the owner_ . including renta _ e.._ivea from leasing all or part of the System. Ho;:. -'. 1- -294— recognized that any such lease must comply with the requirements of the Code and existing regulations, published rulings, and court decisions. N. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. O. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2011, while any of the Certificates remain Outstanding. P. 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 wholly or in part from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues of the System, 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. Q. The terin 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 term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. T. 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 laying A gentiRegistrar or delivered to the Paving Agent/Registrar for cancellation: (2) those Certificates for which payment has been duly brevided by the Ci.:; 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. 90085914.1 — 2951S- U. The terra Pledged Revenues shall mean, while the Certificates remain Outstanding, an amount of Net Revenues not in excess of S1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section I 0 of this Ordinance. V. The term Pledged Revenue Amount shall mean the total amount, not to exceed S1,000 while the Certificates are Outstanding, of Net Revenues that maybe 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 S1,000) to the Certificate Fund. W. The term Prior Lien Obligations shall mean (i) the currently outstanding obligations designated as: (1) "City of Corpus Christi, Texas General Airport Revenue Bonds (Exempt Facility Bonds) (AMT) Series 2000A ", dated August 15, 2000, originally issued in the aggregate principal amount of S13,010,000; (2) "City of Corpus Christi, Texas General Airport Revenue Bonds (Non - AMT) Series 2000E ", dated August 15, 2000, originally issued in the aggregate principal amount of S9,640,000; and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a first and prior lien on 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 Stated Maturity shall mean the annual principal payments of the Certificates payable on 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 wholly or in part from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues of the System, 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. s A. The term System shall mean the Airport (and the term municipal airport shall be synonymous with Airport), and shall mean all properties, real, personal or mixed which constitute a part of the existing municipal airport of the City of Corpus Christi_. Texas, and any and all other property hereafter acquired or operated by :'_e Ci v for airport purposes. together with any and all additions or improvements thereon or chances therein made or authorized by the City. The term shall include, without limitation, all lancing areas, runways, taxiwa_ s. ramps and apron areas, improvements, all buildings located on a:= c_t pizper ties, fixtures, appurtenances, 9GUj59]4.] T 9- -296— services, air navigation facilities, utility systems, and other facilities located on land heretofore or hereafter acquired for airport purposes. 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, SERIES 2010 (CONVENTION CENTER), 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 Officials of the City are hereby authorized and directed to make withdrawals from said fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable 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 mariner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last 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 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 credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences cf indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Lend Banks, Federal Intermediate Credit Banks, Banks for Cooperatives. Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association. or Federal Housing Association: provided that all such deposits and investments shall be made in such a manner that the money recuired 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 shaii be credited to, and any losses debited to, such nand. All such investments shall be sold promptl • when necessary to prevent any default in connection with the Certificates. SECTION 11. 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 90085914.1 -20- -297— for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shalt 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 yea: 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. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said 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. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be 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: (1) 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 be levied and (b) adding thereto the amount of the Pledged Revenues, if any, 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, 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 i 2. Pledge of Revenues. The City hereby covenants and a ees that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment and security of the currently outstanding Prior Lien Obligations and any Additional Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, the Pledged Revenues are here-by it-revocably pledged to the payment of the principal of and interest on the Certificates on party with h the lien thereon and pledge thereof securing any Additional Subordinate Lien Obli2at2=s hereaf er issued and the pledge of Pledged Revenues herein made for the payment of t'ne -291- Certificates shalt constitute a lien on the Pledged Revenues in accordance with the ten-ns 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 be deposited as collected into the "CITY OF CORPUS CHRISTI, TEXAS AIRPORT 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 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 the currently outstanding Prior Lien Obligations or any Additional 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; and • 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 the Certificates and any Additional Subordinate Lien 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 rr-ncipa: and interest patrnent 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 currently outstanding Prior Lien Obligations and anv Additional Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal Year. 90085914.3 Accrued interest 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 be 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 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 are paid out in making good the loss or damage in respect of which such proceeds are 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 en.pend 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 airport services afforded by the System will he esab fished 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 c e.a_icn of the System, including. but not limited to Maintenance and Operating Expenses: 3. to produce Net Revenues sufficient, together with any other lawfully available niay (i ) the interest on and r Encipal of the currently outstanding Prior Lien Obligations aid any Additional Prior Lien Obiiaot_ons hereafter issued by the City as the same becomes due and tea;: ab: e a _d t=ie amounts required to be deposited in any special fund created and established for ''e r?a :Pier , security, and benefit thereof: (ii) the interest on and principal of any Junior Lien Brea =er isst:ed by the City as the same becomes due and payable and the amounts reuirec tti be deposited in a;;v special land created and established for the payment, security, and benej±t thereof; (iffi' the in to -est on land principal of the Certificates and any Additional ubi;atios - ne.•eaite_ 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; 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 and correct entries shall be made of all transactions relating thereto, as provided by applicable law. The Holders of the Certificates or any duly authorized agent or agents 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 Additional Prior Lien Obligations - Junior Lien Obligations - Additional Subordinate Lien 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. Cr otherwise: A. Additional Prior Lien Obligations payable from and equally' and ratably secure 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 of the System that is junior and inferior to the lien on and pledge thereof securing the payment of the currently outstanding Prior Lien Obligations and any 90085914.1 —3Or Additional Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues of the System securing the payment of the Certificates and any Additional Subordinate Lien Obligations hereafter issued by the City; and C. Additional Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System that is subordinate and inferior to the lien on and pledge thereof securing the payment of the currently outstanding Prior Lien Obligations and any Additional Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City. D. Additional Prior Lien Obligations, Junior Lien Obligations, and Additional Subordinate Lien Obligations if issued, may be payable, in whole or in part, from Net Revenues of the System (without impairment of the obligation of contract with the holders of the Certificates) upon such terms and conditions as the City Council may detennine. 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 the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.065 and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Prior Lien Obligations and the Certificates, 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 Additional Prior Lien Obligations, Junior Lien Obligations. or Additional Subordinate Lien Obligations hereafter issued by the City, and to the extent of any irreconcilable conflict het .. een the provisions contained herein and in the ordinances authorizing the issuance of and Additional Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate __ion Oi!igariens hereafter issued, the provisions. agreerents and covenants contained tile; i n ,Jhali prevail to the extent of such conflict and be applicable to this Ordinance, especially t e uriority of r.gtits and benefits conferred thereby to the holders of the currently outstanci r _ -_ -- -_e -, Obl :4a'ior;r and any Add';tiona.: Prior Lien Obligations, Junior Lien Obligations. (,-;r - -- ditic nal Subordinate Lien Obligations hereafter issued. It is expressly recognized that n :.c --°:e iss r -3e 3f any Prior Len Obligations, Junior F ien Obligations. or Additional Subv__ .__ -._e in Obligations, the City niusi coir.r,ly with each of the conditions precedent contained _, .': = a ra °ices a :utho zing the issuance of the currently outstanding Prior Lien Obligations Es..nci ..v :ice cafes, as appropriate. r.P 2— 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 Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying AgentlRegistrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any 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 (1) 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 AgentlRegistrar that such Certificate has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent /Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate. a new Certificate of the same Stated Maturity and interest rate and of like tenor and princinal 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, nay• such Certificate. Upon the issuance of any Certificate or navment in lieu thereof: under this Sec :ic_ -_. the City arta.y require payment by the Holder of a sum sufficient to cover any tax or ether governmental charge imposed in relation thereto and any other expenses (including artornev'S fees and the fees and expenses of the Paying Agent'Registrar) connected therewith. E�- ery 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 90085914.] -3 enforceable by anyone, and shall be entitled to ail 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 are hereby sold by the City to , , Texas (the Purchasers, having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract, dated , 2010, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Certificates shall be registered in the name of the . 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 fords, 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 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, confines, 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 , 2010, 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 fore 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 t . Cff cia.1 Statement authorized for distribution and use by the Purchasers. Proceeds from the sale of the Certificates shall be applied as follows: (?) Accrued interest (in the amount of S Purchasers shall be deposited into the Certificate Fund. The City receive a net: from the sale of the Certificates of S which is hereby allecac the C: - in the following manner: ( ?) S to nay_ compe=nsatio: _. (2) S to pay the costs o _ iss t.:': a-- w 1 r (3) .i shall be debosited in the special construction account. 90N5914.: (2) The balance of the proceeds 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 be 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. 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 be 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 be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the 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, the Mayor, Mayor Pro Tem, City Manager, City Secretary, or City Attorney, either or all, are hereby authorized and directed to famish 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 and their registration by the Comptroller of Public Accounts 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 Certificates 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 taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, ag-eements, and other obligations of the City to the Holders shall thereupon cease. terminate, and be discharged and satisfied. Certificates. or any principal amount(s) thereof, shall be deemed_ to have been paid with__ the meaning and with the effect expressed above in this Section when (i) money sufficient to pa,: 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. er (ii) Government Securities shall have been irrevocably deposited in trust with the Paving AgentiRegistrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm_ to mature as to principal and interest in such 90085914A -30= 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 amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. 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, pursuant 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: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the defeased 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 Fulbright & Jaworski L.L.P., as Bond Counsel, approving certain legal matters as to the Certificates, said opinion to be dated and delivered as of the date of initial delivery and payment for such Certificates. Printing of a true and correct copy of said opinion on the reverse side of each of said 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 cf numbers on the definitive Certificates shall be of no significance or effect as regards the iegali_v thereof, and neither the Citv nor bond counsel are to be held responsible for CUSP 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. 90U59 j 4. ; --300-- 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 defect or 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 that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) 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. SECTION 37. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinanc,: 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 Tereus. If appropriate in the context o.f this Ordinance. words of the singular number shall be considered to include the plural. words of •.he number shall be considered to include the singular. and words of the masculine, fe-n; .ine 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 are hereby made a pa: c cf this 900g5914.1 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 Paving Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the 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 permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 43. No Recourse Against City Officials. No recourse shall be 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 Information. Definitions. As used in this Section_ the following terms have the meanings ascribed to such terms be:ow: Elif1 4 means the MSRB's Electronic Municipal Market Access system, accessible by t ^e general public. without charge. on the interne through the uniform resource locator (URL) hit :/. yvw.enuna.rsrb.org. :i,./SP,B means the Municipal Securities Rulexnaking Board. ,wae n±ea�-?s SEC Rule 15c7 1? as amended from time to time. SEC means the United States Secu sties and Exchange Commission. -31- B. Annual Reports. The City shall file annually with the MSRB, within six months after the end of each fiscal year ending in or after 2010, financial information and operating data with respect to the City 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 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 be (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 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 provide unaudited financial statements within such period and audited for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Clerk within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the 1vISRB 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. Material Event Notices. The City shall file with the 1vISRB, in a timely manner, notice of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults; (3) Unscheduled draws on debt service reserves refEecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties: (..71 Substitution of credit or liquidity provides, or their •ailfure to perform: (6) r.dverse tax opinions or events affecting the tax - exempt status of the Certificates; (7) 40085914.1 Modifications to rights c f holders of the Certificates; — 33V?- (8) Certificate calls; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates: and (11) Rating changes. The City shall file with the MSRB, in a timely manner, notice of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers. and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section with respect to the City and the Certificates while, but only while, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will provide the notice required by subsection C hereof of any Certificate calls and defeasance that cause the City to be no longer such an "obligated person ". 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 financial results, condition, or prospects of the City 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 EENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT CT OR TORT; FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHET ER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS FART, OF' ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCC• N . OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR ‘'� _ - a_T S OR SFECrF'C PERFORMA \ CE. :\Te 'de.fa It the C n,' in of se ,i::C or performing its obligations under this Section shall breach of c r D dinance for purposes of any other provision. of this Section is L_.tended cr shall act to disclaim, waive, or otherwise limit the City �n e e;de -a1 and s`:a_c seccur`ies laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting 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 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, it shall include with any amended financial information or operating data net provided in accordance with subsection B of 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 MSR.B, continuing disclosure documents submitted to ElvIMA 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 bonds to which such continuing disclosure documents relate must be identified by CUSP 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 asi document (including an official statement or other offering document) available to the public through EMMA or filed with the united States Securities and Exchange Commission. SECTION 45. Book - Entry Only Svsten-,.. It is intended that the Certificates initially be registered so as to participate in a securities depository system (the Di C 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 Certificates 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 4008;914.; —31f 2j 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 shall 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 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 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 ti=ne through DTC of bond certificates, and the Certificates shall no longer be rest icted to bei ng registered in the name of Cede & Co.. as nominee of DTC. At that time, the City may detemine that the Certificates shall be registered in the name of and deposited with a successor depository opera= ng a securities depository systeir.L, as may be acceptable to the City, or such depositems 's agent or designee, and if the City and the Paying Agent'Reiistrar do not select such alte_ ate securities depository system then the Certificates may be registered in whatever names the Holders of Certificates transferring or exchanging the Certificates sha :l desi ci cor: anee with the provisions hereof: ,:f otwithstanding any other Tiro vir. _ 71 C - .72rdi arce Co the co-:`. C_. v . so :on g as any Certificate is registered in the name of f efle L Co., as nominee of D rnentq with respect to principal of, prerniurn, if any, Certificate and all novices with respect to such Certificate shall be Trade .d �i e �..esnective :y. ; the manner -3rovided in the Representation Letter. •oor_s 14 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 necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the sane as if such officer had remained in office until such delivery. SECTION 47. 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. 90085914.1 [The remainder of this page intentionally left blank.] PASSED AND ADOPTED on the 22nd day of June, 2010. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS DAY OF , 2010: Carlos Valdez, City Attorney (CITY SEAL) Schedule I — Approval Certificate EXHIBIT A - Paying A_gentiRegistrar Agreement EXHIBIT B — Purchase Contract EXHIBIT C - Description of Annual Financial Information EXHIBIT D - DTC Letter of Representations S -1 -314— 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 22nd day of June, 2010, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010 (Convention Center), 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 Iii ' HAND AND SEAL of said City, this the 22nd day of June, 2010. 900g5914. 1 City Secretary (CITY SEAL) -315- 9!i!]4 1 SCHEDULE I APPROVAL CERTIFICATE SEE TAB NC. -31 6- 90005914.1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. -317- EXHIBIT B PURCHASE CONTRACT SEE TAB NO. B -i -318- 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 C, 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 Appendix A to the Official Statement under the headings "DEBT PAYABLE FROM TAXES ", "GENERAL REVENUES'', "GENERAL EXPENSES ", "AD VALOREM TAXES "; "FIVE YEAR OPERATING STATEMENT FOR AIRPORT ", "MUNICIPAL HOTEL OCCUPANCY TAXES ", and "THE TAX INCREMENT FINANCING ACT''. 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. 9OO5 914.1 C -1 —319 -- EXHIBIT D ITC LETTER OF REPRESENTATIONS SEE TAB NO. -323- 25 AGENDA MEMORANDUM City Council Action Date: June 22 2010 AGENDA ITEM: A. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010 (Convention Center)" in an amount not to exceed 53,000,000 for the purpose of financing costs associated with making permanent public improvements to the City's Convention Center and the Selena Auditorium; providing for the payment of said Certificates by the levy of an Ad Valorem Tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledges 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; authorizing the execution of a Paying Agent/Registrar Agreement and a Purchase Contract; complying with the requirements ofthe Letter of Representations with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the Certificates' enacting other provisions incident and related to the subject and purpose of this Ordinance; and providing an effective date. B. Resolution authorizing the deposit of $2,000 in revenues from the City's Solid Waste System into the Interest and Sinking Fund for each series of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation additionally secured by a limited pledge of certain of the City's Solid Waste System revenues, the purpose of such deposits being the extinguishment ofthe lien on such revenues additionally securing the identified debt obligations; enacting other provisions incident and related to the subject and purpose of this resolution; and providing an effective date. ISSUE: The City of Corpus Christi intends to issue Combination Tax and Limited Pledge Certificates of Obligation in an amount not to exceed $3,000,000 for improvements to the Convention Center and Selena Auditorium. Prior to the issuance of the certificates of obligation, the City is required to publish notice of its intention in a newspaper of general circulation in the City. The Notice of Intention was published in the Corpus Christi Caller -Times on Sunday, May 16.2010 and on Sunday. May 23, 2010. If approved, this ordinance would delegate to the Mayor. City Manager, and interim Assistant City Manager for Administrative Services the authority to effect the sale ofthe certificate.-- of 1 market warrants. subject specific r^ eL rs. obligation when the ii'�un� of the :carp �L -QI "31�, S? j.,... ':C SN�..1s., �a_Grn..` -e= PREVIOUS COUNCIL '_CT SON: May. 11. 2010 - _A_%pro oval of a Resolution reiatFna to establishing. the City's intention tc _ei:nb :rse itselvN n to exceed i` . 00`�n E00D "or the o.. '�`'- `�v:���� '�� _ f �. a__ wn`r7''.::li not ... �[.0 ... ..LV..� V _ _ _ ern _ iG -F1' 1 . �.- _ �.._ U funds rrom the proceeds of obligations t0 be issued ^.y the City for a thorize purposes relating to the renovation of cne Convention Center and Selena Auditorium; authorizing matters incident and related thereto; and tiro \•idina an effective date. —323— May 11, 2010 — Approval of a Resolution by the City Council of the City of Corpus Christi, Texas directing publication of notice of intention to issue City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010 in an amount up to 53,000.000 for the purpose of financing costs associated with making permanent public improvements to the City's Convention Center facilities; complying with the requirements contained in Securities and Exchange Commission Rule 15c2 -12; and providing an effective date. May 11; 2010 - Approval of a motion authorizing the appointment of M. E. Allison as Financial Advisor for the City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010. May 18, 2010 - Approval of a motion authorizing the appointment of Morgan Keegan & Company. Inc. as Senior Manager and Loop Capital Markets, L.L.C. as Co- Manager for the City of Corpus Christi, Texas Combination Tax and Limited Pledge Certificates of Obligation, Series 2010, and the City of Corpus Christi, Texas General Improvement Bonds, Series 2010. CONCLUSION AND RECOMMENDATION: City Staff recommends that the City Council approve the ordinance and resolution as recommended. Constance P. Sanchez Interim Director of Financial Services P 826 -3227 e mail: constancep @cetexas.com Attachments: Background Information BACI': R y "NF, -_ __ AIC The City of Corpus Christi is planning or issuing ' 'en to S= CC0,000 in City e Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation in June 2010 to fund ccs is associated with permanent improvements to the City's Convention Center facilities (including the Selena Auditorium). Prior to the issuance of the Certificates of Obligation, the City is required to publish notice of its intentions in a newspaper of general circulation in the City. The Notice of Intention was published in the Corpus Christi Caller -Times on Sunday, May 16, 2010 and on Sunday, May 23, 2010. The Certificates of Obligation Act provides that certificates of obligation can be sold for cash only in certain circumstances, such as to address a public emergency or if the certificates of obligation are benefitted by a revenue pledge. As a result, municipalities who do not fall under these emergency categories are required to pledge as additional security for their certificates of obligation, some source of revenue stream that is authorized to be pledged under Texas law. This pledge oftentimes takes the form of a limited amount (51,000) that the Texas Attorney General accepts as satisfying this revenue pledge requirement. The alternative (since the contemplated public improvements are not emergencies) to not pledging a revenue source and selling the certificates of obligation for cash would be to exchange the certificates of obligation directly with the provider of the goods or services — which would be prohibitively cumbersome. Because of this requirement in the Certificates of Obligation Act and under advisement of bond counsel and the City's financial advisor, the City is proposing to pledge $1,000 of Solid Waste System revenue to these certificates of obligation. By doing so, the legal requirements of the Certificates of Obligation Act will be satisfied - with a nominal effect to the Solid Waste System. The second part of the agenda item is an action to extinguish this limited lien on the Solid Waste System revenue by authorizing the deposit of the pledged revenues into the Debt Service Fund (interest and Sinking Fund). Since the City of Corpus Christi previously pledged $1,000 cf Solid Waste System revenue with the issuance of the Ciry of Corpus Christi, Texas, Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2009 ", this resolution extinguishes this S1,000 lien plus the $1,1700 lien for this current issue — For a total or $2,000. This accounting- entry will occur at the time that the Cite receives the bond proceeds. �eCc:5° of the luc,o ati ng conditions in the 1 n iCinal bchd market, our financial advisor `as r? e _?v �deo that the Ci Y Council delegate to : re Mayor, C i ty Manager, and interim Assistant City vianager for Adminis native Services (the "Delegated Officials ") the authority to effect the sale of the Certificates of Ob1 �6ation subtect to the fo!lo virg €.araTeter... (1) the principal amount of the Certificates of Obligation may not exceed 53,000,000; (2) none of he Cerificates of Obligation shall bear interest at a rate greater than 7% per year; and (3) the Certificates of Obligation m=ust have a rating issued by a nationally recognized municipal securities ratings organization in one of the four highest rating categories. The City's bond counsel has confirmed that the City can delegate the salt of the Certificates of Obligation to the Delegated Officials in the manner outlined above UL__siiar: ilc the authority contained in Chapter 1371, as amended, Texas Government Code. —325— ORDINANCE NO. DRAFT 6/7,1010 AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRIST:, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2010 (CONVENTION CENTER)" IN AN AMOUNT NOT TO EXCEED S3,000,000 FOR THE PURPOSE OF' FINANCING COSTS ASSOCIATED WITH MAKING PERMANENT PUBLIC IMPROVEMENTS TO THE CITY'S CONVENTION CENTER AND THE SELENA AUDITORIUM; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE 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; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF REPRESENTATIONS WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; 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 of 53.000,000 for the purpose of paying contractual obligations of the Cite to be incurred for malting permanent public improvements and for other public purposes, to-wit: (1) constructing improvements to the City's Convention Center and the Selena Auditorium: (2) purchasing materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements, and (3) the payment of professional services related to the construction, design, 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 r r t publication of such notice being not less than thirty (30) days prior to the tenta_=v e date stated. therein for the passage of the ordinance authorizing t::e issua°loe of such certificates e?- obligation; and 5.: 596 r.3 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 $ 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. A. 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 AND NO /I00 DOLLARS (S ), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2010 (CONVENTION CENTER)" (the Certfcates), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing improvements to the City's Convention Center and the Selena Auditorium; (2) purchasing materials, supplies, equipment, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements, and (3) the payment of professional services related to the construction, design, 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 271.065, Section 363.135, as amended, Texas Health and Safety Code, and the City's Home Rule Charter. B. Delegation of Authority to Authorized Representatives. As authorized by Chapter 1371, as amended, Texas Government Code (Chapter 73:1) the Mayor of the City, the City Manager of the City, and the Interim Assistant City Manager for Administrative Services (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed. and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Certificates authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the. Certificates, the redemption provisions therefor. and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Representative. acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule I. The Certificates shall be issued in the principal amount not to exceed w3.000.000; the maximum maturity of the Certificates will be March 1, 2035 and the net effective p an LT, rn interest rate shall not exceed a rate greater than '7% per annum calculated in a MarilleY consistent with the provisions of Chapter 1204. as amended, Texas Government Code. Lastly. each Authorized Representative is authorized to select the bond insurer, if any, with respect to the Certificates. The execution of the Approval Certificate shall evidence the sale date of the Certificates by the City to the Purchasers (hereinafter defined) in accordance with the provisions of Chapter 1371. h is further provided, however, that notwithstanding. the foregoing provisions. 85625965.3 - -32 7? the Certificates shall not be delivered unless prior to their initial delivery, the Certificates have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated June 15, 2010 (the Certificate Date) and shall be in denominations of 55,000 or any integral multiple thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amount (the Stated Maturities) and bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts (5) Rates (% 2011 2012 .2013 2014 2015 2016 2017 2018 2019 2020 �0 �1 2022 2023 2024 2025 2076 2027 2025 2029 2030 SECTION IO:• 3. Payment of Certificates - Paving Aaent!Re -istrar. The principal o=, ,rerni,2rn, if any. and interest on the Certificates, due and payable by reason of Stated Iviaturity. r e e m :ion, or otherwise, shall be imyab!e in any coin or currency of the United States of —328 -- America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Certificates shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Certificates. The Certificates shall bear interest at the per annum rates shown above in Section 2, computed on the basis of a 360 -day year of twelve 30 -day months, and interest thereon shall be payable semiannually on March 1 and September 1 of each year (the Interest Payment Date) commencing March 1, 2011, while the Certificates are Outstanding. The selection and appointment of Wells Fargo Bank, National Association, Austin, Texas, to serve as the initial Paying AgentlRegistrar 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 AgentlRegistrar 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 AgentlRegistrar and City may prescribe. The City covenants to maintain and provide a Paying AgentlRegistrar at all times while the Certificates are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying AgentlRegistrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying AgentlRegistrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent /Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first -class postage prepaid, which notice shall also give the address of the new Paying AgentlRegistrar. Both 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) (i) on the Record Date (hereinafter defined) for purposes of payment of interest thereon. and (ii) on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upcn redemption of the Certificates or at the Certificates' Stated Maturity. 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 Cite nor the Paying AgentlRegistrar, or any agent of either, shall be affected by notice to the contrary. PrincinaI of and premium, if anv. on the Certificates shall be payable only up= Presentation and surrender of the Certificates to the Paying Agent/Registrar at its cornorare office. interest on the Certificates shall be paid to the Holder whose narrie appears in the Security Register at the close of business on the fifteenth day of the month next preceding ar Inte rest Payment Date for the Certificates (the Record Date) and shall be paid (i) by check sent by United States mail, first -class postage prepaid, by the Paying AgentlRegistrar, to the address 8565968.? %- -3294: 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 Paying Agent'Registrai- 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 pay-rnent 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 Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Optional Redemption. The Certificates having Stated Maturities on and after March 1, 2020 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 2019, or on any date thereafter, as a whole or in part, in principal amounts of 55,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. B. Exercise of Redemption Option. At least forty -five (45) days prior to a date set for the redei option of Certificates (unless a shorter notification period shall be satisfactory to the Paying AgentlRegistrar), 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 governing body of the City, C . Se'ec :icon �.f Certificates fur Redemption. If less than all Outstanding Certificates of he same S` meted Iviaturity are to be redeemed cn a redemption date, the Paying Agent/Registrar shall se; ect ar :-zndoin and by lot the C:erti =Cates to be redeemed. provided that if less than the entire i r = ci ai a: noun.: of a Certificate is to he redeemed, the Paying Agent/Registrar shall treat such C en: '31 the_r_ abject :o : ederr- _ion as representing the number of Certificates Opts :a di z . hi,.`: c _tai_ :e d b divid_ c. the principal amount of such Certificate by 55,000. c. e -f Rede7rntion. Not less than thirty (30) days prior to a redemption date for the Ce =_71oates. a ;_,site of redemption shall be sett by United States mail, first -class postage prepaid, in _ =,e _._me of the City and at the City's expense, by the Paying Agent/Registrar to each to be redeemed, in whole or . pa_rt, at the address of the Holder appearing —330 -- on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the 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. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Additionally, this notice may also be sent by the City to any registered securities depository and to any national information service that disseminates redemption notices. 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 AgentlRegistrar, then on the redemption date designated in such notice, interest on said 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. E. Transfer /Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) 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. SECTION 5. Execution - Registration. The Certificates shall be executed on behalf of the City by its Mayor under its seal reproduced or impressed thereon and attested by its City Secretary. The signature of either of said officers on the Certificates rna" be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time o' the Certificate Date, the proper officers of the City shall bird the City, notwithstanding that suc 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. 0562=965.3 -d- -331— 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 Comntroller 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 8D, 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. 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 AgentlRegistrar. Upon surrender for transfer of any Certificate at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paving Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denomination and having the sarne 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 Paving Agent/Registrar shall register and deliver, the Certificates 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 registered mail to the Holder at his request, risk, and expense, and upon the Qelivery thereof, the same shall be the valid and binding obligations of the City=, evidencing the sane obligation to pay, and entitled to the same benefits under this Ordinance, as the Ce �ific: tes suit endered upon such transfer or exchange. All transfers or exchanges of Certificate: t; .` __ . a 1. . --_is Section shall be :na ie without e ease or ser\•ice charge to the Holder, excecpt as of , -. ti :se he--eir! -roviderl, and ::,cep: that the Paying Agent/Registrar shall reeuire nayrme t y _=fe ;::ricer recuesz y such transfer or e.`•., hhnge of any tax or other governmental charges ref, .__ erl to be rJaid with ^:1 transfer Y I, g' Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a 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 teen 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 Certificates. The Certificates herein authorized shall be issued initially either (i) as a single fully registered Certificate in the total principal amount of S 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 and denomination and to be numbered consecutively from T -1 and upward (collectively, the Initial Certificates) and, in either case, the Initia€ Certificates shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificates 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 Certificates, the Paying Agent/Registrar shall cancel the Initial Certificates delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates 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 an 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 Stated Maturities thereof are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of 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 Certi,eate. The definitive Certificates shall be printed. ii`hographed. or engraved, produced. by ant; combination of these methods, or produced in any other similar manner. all a` determined by the officers executing the Certificates as evidenced by their execution thereoff, but the Initial Certificate(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 85525968.3 -333- B. Form of Defl niti\ e Cenificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. S United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricia CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2010 (CONVENTION CENTER) Certificate Date: June 15, 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP No. The City of Corpus Christi, Texas (the City ), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricia, 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 Certificate Date, or from the most recent interest payment date 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 ar 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, 2011. Principal of this Certificate shall be payable to the Registered Owner hereof (the fe=- upon presentation and surrender, at the corporate trust office of the Paying Age t Reg_stra_ executing the registration certificate appearing hereon or a successor thereof. Interes shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates, as deli: ;e2 the Ordinance hereinafter referenced) v,those name appears on the Security Register rnairtained by the Paying Agent :Registrar at the close of business on the Record Date, which is the f; day of the month next preceding each interest payment date. All payments of psi nc nal a :. interest on this Certificate shall be ._k an coin or Guy: encv of the United States of Arrien: _. at the time of payment is legal tender for the payment of public and private debts. be paid by the Paying .L gent..'Regis :rar by check sent on or prior to the apn: opi-i :_„ payment by United. States mail, first - class postage Ireoaid, to the Holder hereof at a appearing in the Security Register or by such other method, accentacile to the Agent /Registrar, requested by the Holder hereof at the Holder's risk and expense. L._ This Certificate is one of the series specified in its title issued in the aggregate principal amount of S (the Certificates) pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) constructing improvements to the City's Convention Center and the Selena Auditorium; (2) purchasing materials, supplies, equipment, land, and rights -of -way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements, and (3) the payment of professional services related to the construction, design, and financing of the aforementioned projects, under 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 and after March 1, 2020 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 2019, or on any date thereafter, in whole or in part, in principal amounts of 55.000 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; 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 55,000, portions of the principal sum hereof in installments of 55,000 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 be redeemed to the date of redemption is held for the purpose of such payment by the Paving 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!Registra; shall not be required to issue, transfer, or exchange this Certificate within forty-five (4f ) date of the date fixed for redemption; provided. however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of _‘_s .edei,iption in part. The Certificates of this series are Dayable from the proceeds of an a • valorem ta): 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 556254583 -335_ 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 Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations, Junior Lien Obligations, Additional 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, Additional 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 fully 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 AgentlRegistrar, 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 raying Agent'Registrar, if and when funds for the payment of such interest have been received from t ;e City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least -ive (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 suchnc ti e. 8 5_SySL.= -1:- --336- 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 law, 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 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. INT WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. ATTEST: City Secretary (CITY SEAL) 5,625965.3 CITY OF CORPUS CHRISTI, TEXAS By Mayor [The remainder of this page intentionally left blank.] -12- --337— C. *Form of Rezistration Certificate of Comptroller of Public Accounts to Appear on Initial Certificates Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS § REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this 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. (SEAL) WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas *NOTE TO PRINTER: Not to appear on printed Certificates. D. Forlri of Certificate of Paving A ent /Reiistrar 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 Con1Pt_-ciler of Public Accounts, as shown by the records of the Paying AgentiRegistrar. Rey-? stereo this date: WELLS FARGO BANK, NATIONAL ASSOCIATION, Austin, Texas, as Paying AventlReii stray By: Authorized Signature _^ .TER: Pint on Definitive Certificates. - II 3- r� `o - 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: 8562596&3 -339- F. The Initial Certificates shall be in the form set forth in paragraph B of this Section. except that the form of a single fuliv registered Initial Certificate shall be modified as follows: Heading and first two paragraphs shall be amended to read as follows: REGISTERED NO. T -1 REGISTERED PRINCIPAL AMOUNT S 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, SERIES 2010 (CONVENTION CENTER) Certificate Date: June 15. 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: As Shown Below Stated Maturity: As Shown Below CUSIP No. The City of Corpus Christi. Texas (the City), a body corporate and municipal corporation in the Counties of Nueces. Aransas, Kleberg, and San Patricia, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above. or the registered assigns thereof, the Principal Amount specified above 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 Staten lwizturitv Amounts (S) Rates ( %' (Information to be inserted from sched;:', e in Section 2 hereof) (or so much tL:e-• n= as shall not have been naid upon prior redemption) and to pay interest on the unpaid Princ: p:_, = .z F1:2-e rs hereof from the Cerii ;care Date, or from the most recent interest raj' e :: late :_ ..'.ch interest 1a been �ai3 Cr:" . _._Z provided far, to the earlier of rederiiption or Stated _;' at ; :: , ,, " : e Ciastanding. at the per annum rates of interest specified above computed on the basi_ cf r _ -i year of Twelve Ci -d v such interest being payable on March 1 arid Sep'..t:_..b... , ycr - i ^•LL= ie_]C_ 2 Certificate shall be pa: a _ to the Registered Owner hereof (tile Holder), upon .._ °FF:er'.tats_ o °! and surren i r, at the co o7f " _. trust office of Wells Fargo Bank. National Assoo. ati c'n _ _ .'....Y _ r..�'...5 iTl l.'J !Jt!''ik rc er_r Re - .f l . a:-) 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 Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificates shall bear an appropriate legend as provided by the insurer. SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 27 and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 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 issued to refund the foregoing as determined by the City Council in accordance with any applicable law. S. The terra Additional Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or other evidences of indebtedness hereafter issued by the City payable wholly or in part from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues of the System, 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 deiermined by the City Council in accordance with any applicable law. C. The term .4uthori.red Officials shall mean the Mayor. City Manager, Interi-rr Assistant City Manager for Administrative Services. and /or the City Secretary. D. The term Certificates shall mean the S "CITY OF CORPUS CHRISTI, TEXAS COMBINATION T =K AND LIMITED PLEDGE REVENUE CERTIFIC TES Cyr OBLIGATION. SERIES 2010 (CONVENTION CENTER)" authorized by this Ordinance. 8555968.3 -16- -341— E. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. F. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg, and San Patricio Counties, Texas and, where appropriate, the City Council of the City. G. The term Closing Date shall mean the date of physical delivery of the Initial Certificates in exchange for the payment of the agreed purchase price for the Certificates. H. 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. I. The term Debt Service Requirement 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. J. The term Depository shall mean an official depository bank of the City, K. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on July 3lst 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. L. The term Government Securities. as used he rein, shall mean (i) direct noncal'_abie 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 uncondi.ionally 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; or (iii) C- noncallable obligations of a state or an agency or a county. municipality, or other political subdivision of a state that have been refa d.ed arid ti-iat, cn the date. `?:e govemizg bod _ _ the issuer adopts or approves the proceedings authorizing the . s ua`_ oe _ re .ending bonds. i e rated as to investment quality bv a nationally reco _i-ze d' firm not less than ._A._ _ or its egwva!erit. The term Gross Revenues for an : _ ,d. s rr an all inc.-Lome and ra r-ue reoeived by the City by virtue of its owners-hip and N r the System, i C. iG' .W. but not irrLi c rentals. " �° s, and other revenues rG�. -._�_ _.. 711 o_ncrs .i � c the �- _ stem. ?c_uclin6 rentals received from leasing a 0_ Gi :n-a S. -..e'=_. LT,„-A'e•er, -_ is e r s_sv _242._ recognized that any such lease must comply with the requirements of the Code and existing regulations, published rulings, and court decisions. it. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. 0. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2011, while any of the Certificates remain Outstanding. P. 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 wholly or in part from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues of the System, 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. Q. The term Limited Pledge Obligations shall mean (i) the currently outstanding obligations designated as: (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2009 ", dated July 15, 2009, originally issued in the aggregate principal amount of $8,450,000; (2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation. Series 2010 (Convention Center) ", dated July 15, 2009, originally issued in the aggregate principal amount of 5 ; and (ii) obligations hereafter issued to refund anv of the foregoing that are payable from and equally and ratably secured by a limited amount of the Net Revenues as determined by the City Council in accordance with any applicable law. R. 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 onfv such repairs and extensions as in the judo-bent of the City Council, reasonably and fairly exercised, are necessar<- to keep the System in operation and render adequate service to the City and the inhabitants thereof or such as might be necessar y to meet sonle cal action or condition_ is . ll od 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, arid operation of the System shall be deducted in determining Net Revenues. S. The term 'Vei Revenues for my period shall mean the Gross `tier ertues System less the Maintenance and Operating Expenses of the System. T. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. 85525968.3 -1 8- -343-- U. 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 Paving 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. V. The term Pledged Revenues shall mean, while the Certificates remain Outstanding, an amount of Net Revenues not in excess of 51,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. W. The term Pledged Revenue Amount shall mean the total amount, not to exceed S1,000 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 S1,000) to the Certificate Fund. X. The term Prior Lien Obligations shall mean (i) any bonds, notes, warran,s. 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 issued to refund the foregoing that are payable from and 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. y. The term Purchasers shall mean the initial purchaser or purchase =-s ef the Certificates named in Section 26 of this Ordinance. Z. The term Stated Maturity shall mean the annual principal payments rnents Certificates payable on March 1 of each year the Certificates are Outstanding as set Section 2 of this Ordinance. AA. The term Subordinate Lien Obligations shall mean (i) the outstanding a n -;_ obligations of the City that are payable. in part. from and secured by a subordinate lien on and pledge of the Net Revenues ues o f the System and designated as follows: (1) "City of {_.c; p s Christi. Texas as Cor_'ibinatiC n Tai and Rever: P of Obligation. Series 2000'°, dated September 1, 2000. in he original princi7 1 S1 3.870.000: 5562596? S44— (2) "City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation. Series 2004," dated July 1, 2004, in the original principal amount of $6,845,000; (3) "City of Corpus Christi, Texas Revenue Certificates of Obligation, Series 2005 (Landfill Project) ", dated June 1, 2005, in the original principal amount of 514,520,000; (4) "City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2006 ", dated May 1, 2006, in the original principal amount of $18,605,000; (5) "City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2008 ", dated December 15, 2008, in the original principal amount of $12,000,000; and 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. BB. The term Svster 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. CC. The terra Taxable Certificates means the "City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Taxable Series 2010 ". dated June 15, 2010, originally issued in the aggregate principal amount of S SECTION 10. Certificate Fund - Investments. For the purpose ofpa5ring 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, SERIES 2010 (CONVENTION CENTER), INTEREST AND SNKING FEND" (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 and shall be maintained as provided in Section 27. Authorized Officials of the City are hereb3.° authorized and directed to :rake withdrawals from said sufficient to pay the principal of and interest on the Certificates as the same become due and payable and shall cause to be transferred to the. Paying Agent• Registrar from irkonez on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and /or interest sta =ted mature on the Certificates, such transfer of funds to the Paying Agerit!Regist:ar- to be made in such manner as will cause immediately available funds to be deposited with the .Paying AgentIRegistrar on or before the last business day next preceding each interest and p_inc ,a' 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 85625968.3 _20_ —345- 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 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 credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, 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 11. 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, fill 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. The City Council hereby declares its purpose and intent to provide and levy a tax legally and Bally sufficient to pay the said 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. The amount of taxes to be provided annually for the _payment cf the a_-inoipal of' and interest on the Certificates shall be determined and accomplished in the fo_?ow_ng manner: A. Prior to the date the City Council establishes the annual tai, rate and gasses r: crcinance levying ad valorem taxes each year, the City Co =ar_c t shall dete_.__.ne: -346- (1) 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 be levied and (b) adding thereto the amount of the Pledged Revenues, if any, 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, 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 Revenues. The City hereby covenants and agrees that, subject to any prior lien on and pledge of the Net Revenues of the System to the payment and security of the currently outstanding Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates on parity with the lien thereon and pledge thereof securing any Outstanding Limited Pledge Obligations or Additional Limited Pledge Obligations hereafter issued 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 farther 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 be deposited as collected into the '`CITY OF CORPUS CHRISTI. TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE E FUND" (the Revenue Fund). All money deposited in the Revenue Fund shall be pledged appropriated to the extent required for the following purposes and in the order of priority show;;: 85625958.3 First: to the payment of the reasonable and proper Mai_ntenance and O~?eratin Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first char?e on and claim against `_ -_e giros 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 _77_ —347= 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; and • 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 the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional 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 Certificates, the other Limited Pledge Obligations, 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. Denosits 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 currently outstanding Subordinate Lien Obligations and anv Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City. any amounts budgeted to be paid therefrom in such Fiscal Year. .denied interest 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. hi addition, any surplus proceeds, including investmenI income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in use Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 5. Security of Funds. 26,11 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 rroviced herein) shall be secured in the manner and to the fullest extent required by the laws of Texas f r th security of public funds, and money on deposit in such funds shall be used only for t=.e M::Y: sus perir::tted by this Ordinance. —348— 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 are paid out in making good the loss or damage in respect of which such proceeds are 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 lvlaintenance 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 the currently outstanding Subordinate Lien Obligations and any Additional Subordinate 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;. and (iv) the amounts that may be deposited in the special funds established for the payment of the Certificates or any Additional Limited Pledge Obligations hereafter issue^ by the City: and C. to pay other legally incurred indebtedness rzyable frorii the Net Revenues System and or secured by a lien on the Syster_: or the Net Revenues thereof. SECTION 18. Records and Accounts - ri uai Audit. The City further covenants anr. agrees that so long as any of the Certificates remain Outstanding it will keen and maintain separate and complete records and accounts pertaining to the operations of the System in which complete 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 85625965.3 _;E_ —349L of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the sane. 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 - Additional 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 or. and pledge cf t_a;. ;yet Revenues that is junior and inferior to the lien on and pledge thereof securing tie �a■•_.ent of any Pno: Lien Obligations hereafter issued by the City, but prior and superior to the lien c:: and ;wedge of the Net Reve::es securing the payment of the currently outstanding f.ubo--c.in to F ien Obligations and the Certificates and any Additional Subordinate Lien Obligations L=_nded ?ledge Obligations hereafter issued by the City: and at r 'en Obligations pr.}'able from and equally and ratably secured by a hen an pia r.) ..edge of the Net Revenues that is subordinate and inferior tot the lien Obligations and pledge. :ere: _ secwrin the = w_7�,n_ent of pry- ?rier Lien Obligations or Junior Lien Obligatio s _nee e a�..e: _ s ed by the City. . VZ?t nr ^r and superior to the lien on and pledge of the Net Revenus the of t:_e Cerii-ificatc..s and any Additional Limited Pledge Obligation er .fie- -ss :c 1y' Citty -, and -25C.- 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 Additional 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 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), shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance to be budgeted and appropriated for the payment of the Certificates. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional 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 271.065, and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Subordinate Lien Obligations and the Certificates. 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 Am.-cements of the Subordinate Lien Obligations. Prior Lien Obligations. or Junior 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 it the ordinances authorizing the issuance of any Prior Lien Obligations. Junior Lien Obligation:. or Additional 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 Lien Obligations; Junior Lien Obligations. or Additional 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 t he priority of rights and benefits conferred thereby to the holders of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations. Junior Lien Obligations. or Additional Subordinate Lien Obligations hereafter issued. h is expressly recognized that prior tc the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obiigations. the City must comply with each of the conditions precedent contained in the 5762596&.3 -26- -351— ordinances authorizing the issuance of the currently outstanding_ Subordinate Lien Obligations, 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 Unite States mail, first -class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent /Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent /Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any 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 Paving Agent/Registrar shall be destroyed as directed by the City. SECTION 25, Mutilated. Destroved. Lost. and Stolen Certificates. If (1) any mutilated Certificate is surrendered to the Paying Agent/Recistrar, or the City and the Paying AgentlRegistrar 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 fide purchaser, the City shall execute and, upon its request, the Paving AgentReOstrar shall register and deliver, in exchange for or in lieu of any such muti a ed. destroyed, lost, or stolen Certificate. a new Certificate of the same Stated Maturity and intei.est rate eaad of line tenor and ,r-inciaa: amount. bearing a nuir ber not contemporaneously outstanding. in case any such mutilated, destroyed. Ios_. or s.oien CeniEcate has become or is about to become due and payable. the City in its discretion may. c= issuing a new C.enificate, wa artif, such C..[ viii c¢tv. Upcn the issuance of any new Certificat: `J- :�ie7e' . ..<ndel- this Le City fray require navnientyby the Holder of a cover a: tay, Qo ve;nimental charge imposed in relation thereto c_= -senses (in lu -ice ar fe °s and the ,ens and ex �en . e s ef t A Paying t � g er.. . r- •t ._ ) -- t —35% 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 are hereby sold by the City to Morgan Keegan & Company, Inc., Houston, Texas (the Purchasers, having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract, dated , 2010, attached hereto as Exhibit i3 and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Certificates shall be registered in the name of the Morgan Keegan & Company, Inc. 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 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 . 2010. 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 saib officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. 56fi? i46S. Proceeds from the sale of the Certificates shall be ann!teo as follows: (1 ) Accrued interest (in the amount of a received from the Purchasers shall be deposited into the Certificate Fund. The City received a net premium from the sale of the Certificates of a which is hereby allocated b 4 the Cit.,- in the following mariner: (1) 5 to pay the Purchasers' -28- --353— compensation, (2) S to pay the costs of issuance, and (3) 5 shall be deposited in the special construction account. (2) The balance of the proceeds 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 be 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. 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 be expended in accordance with Section 14 of this Ordinance. SECTION 27. Covenants to Maintain Tax- Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: "Bonds" means the S "CITY OF CORPUS CHRISTI. TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2010 ", dated July 1, 2010, issued on the Closing Date. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1.148 -1(b) oft the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Certificates. "Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations. ' onpurpose Investment" means any investment property, as defined _ section 148(b) of the Code; in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the ge "ernmental purposes of the Certificates. "Rebate imcuni has set iCJl in Section _ . i 4 C'- Regulations. "Regulations " means an +proposed. temporary. or finial Income Tax r__ issued pursuant to Sections 103 and 141 throuzb. 150 c f the Code. and 103 of t he - _ -_ - -- Revenue Code of 19 -4, �, t.ic1z are apn1icabie to the Certificates. Any referer,ce _c• specific Regulation s l .._so ._. is as a,3p- -opriate, ad-_y proresed, tenitor ,) -2- 54 -. Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and (2) the Certificates means the combined yield on the Certificates and the Bonds, treating them as a single issue and as calculated pursuant to Section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate. the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Certificates to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment any person or entity who is treated as using Gross Proceeds of the Certificates or a:: property the acquisition, construction or improvement of which is to be finance. refinanced directly or indirectly- with such. Gross Proceeds, other than taxes of cterlerai application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes, D. No Private Loan. Except as would not cause the Certificates w become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and r wlings thereunder. the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing 5562 5968.3 -30- -355— covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if- (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Certificates to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of materially exceeds the Yield of the Certificates. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 1 49(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(0 of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts. expenditures and investments thereof) on its books of account separately and apart front all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting. for at least six year after the day on which the Last Outstanding Certificate is discharged. However, to the extent permitted by law. the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date. the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such c ct' ations with its official transcript of proceedings relating to the issuance of the Certificates .:Hill si wears after the final Computation Date. (3) As additional consideration for the purchase of the ce7:ifico.tes 1c Purchasers and the loan of the money represented there5y and in order ' :o induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tar nTu:-poses, the Cit ., shall pay te the United States out of the Certificate Fund or its general und., as ner:r itte ; v —556-- applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Certificates equals in the case of a Final Computation Date as defined in Section I. 1483(e)(2) of the Regulations. one hundred percent (100%) of the Rebate Amount on such date: and in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. .1. Certificates Not Hedge Bonds. (I) The City reasonably expects to spend at least 85% of the spendable proceeds of the Certificates within three years after such Certificates are issued. (2) Not more than 50% of the proceeds of the Certificates will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections, The City hereby directs and authorizes the Mayor. Mavor Pro Tel::. City Manager, City Secretary, or City Attorney, individually or any combination of them; to Make elections permitted or required pursuant to the _provisions of the Code or the Regaia.tior_,. as they deem necessary or appropriate in connection with the Certificates, in the Cenificate as to Tax Exemption or similar or other annrobriate certificate_ form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 28. Control and Custodv of Certificates. The Mayor of the. City shall be and is hereby authorized- to take and have charge of all necessary orders and records pendinc 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 55625968.3 -32- -357— thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, the Mayor, Mayor Pro Tem, City Manager, City Secretary, or City Attorney, either or all, are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General and their registration by the Comptroller of Public Accounts 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 Certificates 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 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 Holders 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 AgentlRegistrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest an such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangerents therefor acceptable to the Paying A gentiRegistrar have been made) the redemption date thereof. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 27 he7ec,f). Any n cney so deposited with the Paying Agent/Registrar, and all income from Go veriiriier.t Securities held in trust by the Paying Agent'Reg stray, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or my nr ncipal airc•ur.t(s) thereof, or interest thereon with respect to which such money has been so deposited sr :? be remitted to the City or oeL)osited as directed by the City. Furthermore, any :ncr:ey heir h the Pa;.' r_g Agent/Registrar for the payment of the principal of and interest c:a the C.ertificatcs and _.e _airing unclaimed for a period of three (3) years after the Stated Maturity of Certi Tcates. or applicable redemption date. such money was deposited and is held in trust to pay shall r c:. _le - equest of the City be remitted to the City against a written receipt therefor; sa �i ecr *o t_, ; _ it _ed _,roperty laws of the State of Texas. —35— 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: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the defeased 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 Fulbright & Jaworski L.L.P.. as Bond Counsel, approving certain legal matters as to the Certificates, said opinion to be dated and delivered as of the date of initial delivery and payment for such Certificates. Printing of a true and correct copy of said opinion on the reverse side of each of said 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 - Outstandinz 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 he 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, front time to time and at an time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency. or formal defect or omission herein. in addition. the City mad, the written consent of t-ioid.ers holdinz a majority in aggregate princinal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind ariv of the provisions of this Ordinance; provided that. 1vithou': tye consent of all Holders of Outstanding Certificates, no such amendment, addition, or resciss..ion shall (1) 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 a-ny other v,'av no ify "! 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. 85625960 -34- -359- 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. SECTION 37. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 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 are hereby made a part of this Ordinance for all r nnnoses and are adopted as a part of the judgment and findings of the City Council of the City. SECTION 40. Authorization of Paving Agent/Registrar Agreement. The City Council of the City hereby finds and deters -mines that it is in the best interest of the City to authorize the execution of a Paying .gent/Registrar Agreement concerning the payment, exchange, and transferability of the Certi icates. A copy of the Paying Agent/Registrar Agreement is attached hereto, in subs ant_a __al tarn, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 41. i rnlir M+oetin It is officially found. determined, and declared that the meeting at whioll phis Cr rtance is a:lop `ed was open to the public and public notice of the time, place_ and suai£c 7. _ the Tn '__ic ..usiness o be considered at such meeting, including this Ordinance., -: as ,:,nnnen, all by Chapter 551. as amended, Texas Government Code. SECT :1)N r-;,l icat if, because of the temporary _�.o�i. i�, eir!para._y or • permanent El.Z _: r, y __e s. apes, jarwina1. cr other publication, or; for any reason, publication of _7iaad e:meeting any r ea t:-v -:ent, herein established, any notice reo ired to be c:'_'s'_; W. 1 =y he pl- crvisions of this Ordinance shall be given in such other manner and at suer_ e es _ _ the . uY- ent of ',lie City the P ay in g Agent/Registrar shad —350— 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 be 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 Inforination, A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "EMMA" means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (CTRL) http: //w ww.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. within six months after the end of each fiscal year ending in or after 2010. financial information and operating data with respect to the City 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 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 be (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 statements and the audit is completed v, ithin the period during which they must be provided. If the audit of such financial statements is no, complete within such period, then the City shall provide unaudited financial statement, such period and audited for the applicable fiscal year to the MSRB, when and if the audit repor on such statements becomes available. Under current Texas law. including, but not limited 1o, Chapter 103. as amended, Texas Local Government Code, the City trust have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The mnual Iinancial statement, including the auditor's opinion on the statement. shall be fled in the office of the City Clerk within 180 days after the last day of the City's fiscal yea". Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended. Texas Government Code, Chapter 552. 85625965.3 —3 61— 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. Material Event Notices. The City shall file with the MSRB, in a timely mariner, notice of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: and (1) Principal and interest payment delinquencies; (2) Non - payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions or events affecting the tax - exempt status of the Certificates; (7) Modifications to rights of holders of the Certificates; (8) Certificate calls; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates: (11) Rating changes. The City shall file with the MSRB. in a time'v manner, notice of any failure by the City to provide financial information or operating data in acce: dance with this Section b;y the '±_ e required by this Section. D. Limitations. Disclaimers. and Ainendrlen_. The City shall be obligated to observe and pe-fo_ the ccrfenaiits specified in this Section with respect to the City and the Certificates while but ii . the City an .'e` -c >:1 person" with respect to the Certificates within the mean_ °.g of the R le, except that the C any event will provide the :notice reouired by subsection C :!exec. f of any Certificate calls defeasannce that cause the City to be no longer such an ' o'Ll =. 4r or: The provisions of this Section are for the scL _ enefit F :_fie o .ii. any av'nets of the Certificates, and noIh.ing in this Section, _= -::7ress or it iw "ied, 'hati give any cr any iegai or eo'uitabie right, remedy, or claim. _1Rreu_td .r to any other person. The - iC1e_;afi:.;J tO only the financial infer anon. -- 3 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 financial results, condition, or prospects of the City 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 BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing 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 resulting 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 that such prGVision5 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 preventec an underwriter from lawf rlly purchasing or setting Certificates in the priimar 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 'nrovisions cf this Section. _` shall include.. with any amended financial infoiniation or operating data next trovided in accordance with - subsection B of 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. 55625965.? —363— E. Information Format: ?ncornoration b■• Reference. The City information required under this Section shall be filed with the MSRB threueh 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 bonds to which such continuing disclosure documents relate must be 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 United States Securities and Exchange Commission. SECTION 45. Book - Entry Only System. It is intended that the Certificates 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 Certificates 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 shall 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 Partic:.pant). 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 ti.: Certificates, (ii) the delivery to any Depository Participant or any other person, other than 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 a`L Depository Participant or any indirect l a_ icipant or any other Person, other than a Heide: c Certificate, of any amount with respect to principal of fir emium. if any. or interest on Certificates. While in the DTC Stvsten,, no person other than Cede & Co.. or any success: -' thereto, as nominee for DTC., shall rec;.ii-e a Certificate e e\ridencing. the obligation of the City make payments of principal. pre_niw_ , if any, and interest pursuant to this Ordinance. U _- delivery by DTC to the Paying AllentiRezistrar cf v,w:-itten ?notice to the effect that DTC determined to substitute a new ;::'_a __ of Cede : Co., and subject to the N cn rovisi - -- L .a —354— 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. I_n 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 necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement. (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain. the approval of the Certificates by the Teas Attorney General's office. In case any officer of the City 'hose signature shall appear on a_nv certificate shall cease to be such officer before the delivery of such certificate, such signature seal) nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delis er:. SECTION 47. Effective Dare. Pursuant tc the provisions or Sectioi, 11C-1.07,P. as amended. Texas Goverrnment Code. this Ordinance shall be effeb.tive =r-ivnediate -n' rbor adoption, notwithstanding my provision in the City's Horne Rule alarier - =he contran' concerning, a multiple reading requirement for the adosndori of ordinances. g562596E. "s -40- -365— [The remainder of this page intentionally left blank.' -4:- - -3E6-- PASSED AND ADOPTED on the 22nd day of rune. 2010. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS DAY OF , 2010: Carlos Valdez, City Attorney (CITY SEAL) Schedule I — Approval Certificate EXHIBIT A. - Paying Agent'Registrar Sgreernent EXHIBIT B — Purchase Contract EXHIBIT C - Description of Annual Financial information EXHIBIT 7- D T C Letter of Representations 8562596g3 S -1 —367 — THE STATE OF TEX.A S }( 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 22nd day of June, 2010, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation. Series 2010 (Convention Center), 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 22nd day of June. 2010. City Secretary (CITY SEAL) --368— 85625968.3 SCHEDULE I APPROVAL CERTIFICATE SEE TAB NO. Schedule I -369- EXHIBIT A F:YrNG AGENT/REGISTRAR AGREEMENT SEE TAB NO. -370- g5625962.3 EXHIBIT B PURCHASE CONTRACT SEE TAB NO. B -1 -371- 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: (I) 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 C, 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 Appendix A to the Official Statement under the headings "DEBT PAYABLE FROM TAXES ". "GENERAL REVENUES ". "GENERAL EXPENSES ", "AD VALOREM TAXES ". "FIVE YEAR OPERATING STATEMENT FOR SOLID WASTE ". "MUNICIPAL HOTEL OCCUPANCY TAXES ", and "THE TAX INCREMENT FINANCING ACT'. 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. C -1 —372— 55625458.3 EXHIBIT D: DTC LETTER OF REPRESENTATIONS SEE TAB NO. D-1 -373- RESOLUTION NO. AUTHORIZING THE DEPOSIT OF $2,000 IN REVENUES FROM THE CITY'S SOLID WASTE SYSTEM INTO THE INTEREST AND SENK.ING FUND FOR EACH SERIES OF THE CITY'S COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION ADDITIONALLY SECURED BY A LIMITED PLEDGE OF CERTAIN OF THE CITY'S SOLID WASTE SYSTEM REVENUES, THE PURPOSE OF SUCH DEPOSITS BENG THE EXTINGUISHMENT OF THE LIEN ON SUCH REVENUES ADDITIONALLY SECURING THE IDENTIFIED DEBT OBLIGATIONS; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Corpus Christi, Texas (the City) is a hon-ie rale municipality and a political subdivision of and is duly organized and existing pursuant to the Constitution and laws of, the State of Texas (the State); and WHEREAS, pursuant to State law, the City Council (the City Council) of the City has heretofore issued, and there are currently outstanding, combination tax and limited pledge revenue certificates of obligation designated as "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2009 ", dated July 15, 2009, and "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation; Series 2010 (Convention Center) ", dated July 15, 2010 (together, the Limited Pledge Certificates); and WHEREAS, for the purpose of complying with Subchapter C of Chapter 271, as amended, Texas Local Government Code, permitting the Limited Pledge Certificates to be sold for cash, the Limited Pledge Obligations are secured, in addition to the pledge of the City's limited ad valorem tax (being the primary source of security therefor), by a limited pledge of the City revenues derived from its ownership and operation of its solid waste system in the amount of $1,000 per series of Limited Pledge Obligations; and WHEREAS, for the purpose of easing administrative burden, the. City new desires to extinguish such limited lien on and pledge of the solid waste system revenues by depositing the amount of S1,000 into the interest and sinking fund for each series of in ked ; twig Obligations; and WHEREAS, the City Council hereby finds and deterni:rie5. that tele Y _.= Resolution is in the best interests of the citizens of the City; ., O IT RESOLVED E'Y T _ CITY CO NCI`. OF _ 5 CITY SEC-:.T01'; 1. A- itilo:`za.io:.' of DeJosit. City staff is n . d dTnos t to -w terc c c d s 'T i,: g � fni for each series of Limited Pledge r.,1 __ ..c r .s a . f t c i the L i "_ }C e r _ ey_.ingu shing the 1 =-i:it ed lien on and pledge r __?.: Sv <<' ? 5't� -- - the re�B.yrient c f t e Limited Pledge =V- _37 4 SECTION 2. Appropriation of Necessary Amounts. An amount of money necessary to make the deposits specified in Section 1 hereof is hereby appropriated and made available for such purpose from lawfully available solid waste system revenues. SECTION 3: Inconsistent Provisions. All ordinances and resolutions, or parts thereof; which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters ordained herein. SECTION 4: Governing Law. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 5: Severability. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 6: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals and other statements therein are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council, SECTION 7: Public Meeting. It is officially found, determined, and declared that the meeting at which this Resolution 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 Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 8: Delegation of Duties., Further Proceedings. The City Council hereby delegates to the Mayor of the City. the City Manager of the City, and the Interim Assistant City Manager for Administrative Services. individually, the authority to take any and all other actions consistent with the provisions of this Resolution, which includes the making any deposits necessary to accomplish the extinguishment of the lien, as described herein. In addition, 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 naive and under the corporate seal and on behalf of the City all such instruments, vdiefher or not herein mentioned_ as may be neeessar' or desirable in order to carry out the terms and provisions of this Resolution. in case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate. such si nnat'ure shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery SECTION 9. Incorporation of Preamble. Reoitais. The recitals- containe :f = 4 preamble hereof are hereby found to be true. and such recitals are hereby ?Made a 77,an c- this Resolution for all purposes and are adopted as a pars of the iudgn3ent and findings of the City Council of the City. 651549,1 -7- —375— SECTION 10. Effective Date. The effective date of this Resolution shall be governed by the provisions of the Home Rule Charter of the City. Si6f -I9.I [The remainder of this page intentionally left blank,] —376— PASSED AND ADOPTED on the 22nd day of.lune, 2010. ATTEST: City Secretary APPROVED THIS DAY OF , 2010: Carlos Valdez, City Attorney (CITY SEAL) bsh6�s4cJ 5-1 —377— CITY OF CORPUS CHRISTI, TEXAS Mayor THE STATE OF TEXAS )( COLTNTY 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 22nd day of June, 2010, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010 (Convention Center), 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 22nd day of June, 2010. City Secretary (CITY SEAL) S-12 —378— 2 AGENDA MEMORANDUM City Council Action Date: June 22 . 2010 AGENDA ITEM: A. Motion authorizing the appointment of M. E. Allison as Financial Advisor for the City of Corpus Christi, Texas City of Corpus Christi, Texas General Improvement Bonds, Series 2010. B. Ordinance authorizing the issuance of the "City of Corpus Christi, Texas General Improvement Bonds, Series 2010" in an amount not to exceed $ 13,700,000, and levying an annual Ad Valorem Tax, within the limitations prescribed by law, for the payment of the Bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a Paying Agent/Registrar Agreement and a Purchase Contract; complying with the requirements imposed by the Letter of Representations previously executed with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the Bonds; and providing for an effective date. ISSUE: The voters of Corpus Christi approved on November 8, 2008, 51 53,000,000 of capital projects. In May 2009, $90,000,000 (plus cost of issuance) was issued as the first tranche ofbonds. The City of Corpus Christi intends to issue General Improvement Bonds in an amount not to exceed $ 13,700,000 to complete funding for the Park and Recreation projects. The authorization and purpose of the projects approved is as follows: Amount Authorized S104,610,000 6.250.000 3.340.000 1.150.000 3.050.000 21.600.000 1 3.000.000 S1.53.000.000 Pwpose Street Improvements Fire Station Improvements Police Department Improvements Public Health Rehabilitation Public Facilities Improvements Park and Recreation 1 murovemen s Bavnont Development Amount Previously Offered S55,310,000 6.250,000 3.340.000 1.1 50.000 050.000 7.900.000 15.000.000 590.000.000 Pius issuance cos::, .Amount Now Offered S13.700 000 Amount Remaining S49.300.000 513.720.000 C49.302.000 PREVIOUS COUNCIL ACTION: I\iav 18, 2010 - Approval of a motion authorizing the appointment of Morgan Keegan L. Con-many, Inc. as Senior Manager, and Loop Capital Markets.. E.L.C. as Co- Manager for the City of Corpus Christi, Texas Coinnbinatiori Tan and Limited Pledge Ceftificates of Obligation. Series 2010, end the City of Corpus Christi, Texas General Improvement Bonds, Series 2010. -381- March 31, 2009 — Authorization for the issuance of "City of Corpus Christi, Texas General Improvement Bonds. Series 2009 ", levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent /registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City star to execute certain documents relating to the sale of the bonds; and providing for an effective date. CONCLUSION AND RECOMMENDATION: City Staff recommends that the City Council approve the morion and ordinance as recommended. Constance P. Sanchez Interim Director of Financial Services phone: 826 -3227 e -mail: constancepra cctexas.com Attachments: Background Information Financial Advisor Fee Schedule BACKGROUND INFORMATION To comprise the financing team, City staff is recommending M. E. Allison & Co. as financial advisor on May 11, 2010. Fulbright & Jaworski L.L.P. will serve as bond counsel on the financing team since they are currently under contract with the City to serve as the City of Corpus Christi's bond counsel. The third and final part ofthe financing team (the underwriters) was previously approved on May 18, 2010. Morgan Keegan & Company, Inc was approved as Senior Manager and Loop Capital Markets, L.L.C. as Co- Manager. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the Mayor, City Manager, and Interim Assistant City Manager for Administrative Services (the "Delegated Officials ") the authority to effect the sale ofthe General Improvement Bonds subject to the following parameters: (1) the principal amount of the General Improvement Bonds may not exceed S13,700,000; (2) none of the General Improvement Bonds shall bear interest at a rate greater than 7% per year; and (3) the General Improvement Bonds must have a rating issued by a nationally recognized municipal securities ratings organization in one of the four highest rating categories. The City's bond counsel has confirmed that the City can delegate the sale ofthe General Improvement Bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. e r Jr. INVESTMENT' BANKERS FINANCIAL ADVISORY FEE SCHEDULE vtriERAL OBLIGATION NOTES And Not err_ t,p Mmto aim 250,000 $7,500 plus $20.00 per 51,000 for all over $Ii0000 250,000 350,000 $4,504 plus $10.00 per $1.000 fbr ail over $250,000 350,000 500,000 ;10;500 plus $R.00 par $1,000 Or all over $350,000 500,00D 700000 $11,700 plus $7.00 per $1,000 for all over S500,000 700,000 1,000,000 $13,100 plus $6.00 per $1,000 fbr .11 over $700,000 1,000,000 ii,500000h0 $14.400 plus S5.0y10 par SIAM for ail over $I,000,000 1,500,E 7,000y0.000 $17,400 ph w $3.00 per $1,000 all over $1 ,500,00000 5,000,000 10,003,000 SZ7,� glue $1.65 pot$1,000 fur oll.ov 5,000,000 10,000,000 201,000,000 26,150 plus $1.00 per $11 for all over $I0000,®$i0 ^Ct,[on ;onn €qT T.:itpat 4,46:150ph}r.$0,tt$ pno £arsflIvor $20.000,000 ]u tlsa event the DOME tel b5 : eve:ruae Smack o* c4Mbit tatiC . Tar, art Revenue c ific1 s .of Ohl ion, Mama* of Lowe r , the f fig mtttvtnt =Wute from the above aohe9 ula plug 25%, FULSRJGHT & JAWORSK1 I.�L (San Antonio) Fee Schedule* Principal Amount of Obligations Obligations* (per $1,000 denomination) SO - $ 1 0,000,000 $12500 $1 0,000,001 425,000,000 $1.1 250 S25,000,001 - $50,000,000 $0.8750 $ 50,000,001 - $ 1 00,000,000 50.7500 00 nOn,00 t _ $2nO,Onn,ono $0.6250 Over $200,000,000 $0.5000 This scale will be increased by 35% for the issuance of any refunding obligations and provides for a minimum fee of $15,000 for the issuance of any Obligations. *In addition, the City will authorize an amount not to exceed $5,000 to our Firm for additional federal income tax expertise relating to the Obligations, based upon our Firms hourly billing rates. *To the extent that our Firm is responsible for preparing the offering documents relating to the issuance of any Obligations, an additional fee of $7,500 will be charged. *This fee scale is not applicable if the Obligations are issued in a variable rate mode, are farther secured with a liquidity facility, and/or involve the utilization of any derivative products, y r or are issued 1 �'1 connection ion .itil i s scc�tier� �te; ^.,. n"sF's.- '^;5'�7TSf r'rSiii[1TRYtRi3 created [:y the City, � `� economic development financing, including a TIT-1 or other similar financing. Thi fee ; q following types of Obligations: genera` l' This LAG �bl��+LS 4i1� .�- .�^- .�.Y�s:i`.C.�1d to the Ci �Y iisZ. types Obligations: certificates of obligation, tax notes, revenue bonds, and other sirniiar indebtedness. DRAFT 6/7/10 ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2010" IN AN AMOUNT NOT TO EXCEED $13,700,000, LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) hereby finds and determines that general improvement bonds of the City in the total principal amount of S should be issued and sold at this time (being the principal amount of S and a portion of the premium of $ ), being the second installment of general improvement bonds approved and authorized to be issued at an election held on November 4, 2008, the respective authorized purposes and amounts authorized to be issued therefor, amounts previously issued, amounts being issued pursuant to this ordinance. and amounts remaining to be issued from such voted authorizations subsequent to the date hereof being as follows: Date Voted purnQ5e Amount Authorized Previously issued Bonds Bonds issued Herein Premium Allocated to Voted Authorization Amount Unissued i 1 -4 -O8 Street improvements 5104.610.000 555,310,000 A 50 50 S49. 2,00.000 11 -4 -08 Fire Station Improvements 56 250.000 56,250,000 50 SO 5o 1 i-- -08 Pace Depa r. ene improvements S= .3=0,0@ 53.340.00:,~ 50 50 Sr_; 50 i 57------1 11 -4 -00 Publicrieahh Rehabilitation 51.150.000 51,150,000 50 1 1 -4 -08 Public Facilities Improvements 53,050,000 53,050,000 ' 50 Sr, _., :i 11-4 -05 Park and Recreation Improvements 521 ,600.030 S7.900.000 5 -` 8552715.33 -386- 11-4-08 Ba }•front Development (Park and Recreation) S13,000.000 $ 13.000.000 $0 80 SO WHEREAS, the City Council intends to issue an aggregate principal of S in general improvement bonds the proceeds of which will be utilized to provide for the (i) purpose of making permanent public improvements and for public purposes described above and (ii) payment of the costs of issuance of the general improvement bonds; WHEREAS, the City Council hereby finds and determines that the issuance of the general improvement bonds is in the best interests of the citizens of the City, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1: Authorization - Designation - Principal Amount - Purpose. General improvement bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO /100 DOLLARS (S ), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2010" (the Bonds), for the purpose of providing funds: (i) to make permanent public improvements within the City, including improvements to parks and recreation facilities and (ii) to pay the costs related to the issuance of the Bonds, all in conformity with the laws of the State of Texas, particularly Chapters 1 251 and 1331, as amended. Texas Government Code, and Chapter 331, as amended, Texas Local Government Code, an election held in the City on November 4, 2008, an ordinance adopted by the City Council on June 22, 2010, and the City's Home Rule Charter. As authorized by Chapter 1371, the Mayor of the City. the City Manager of the City, and the Interim Assistant City Manager for Administrative Services (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and cai i ying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, and the rate of interest to be borne on the principal amount of each such maturity. Bach Authorized Representative. acting for and on behalf of the Cit y, is authorized to execute the Approval Cei-tificate.attached hereto as Schedule I. The i e Bonds sisal; be issued in the principal amount not to exceed 513.700,000; the maximum maturity of the Bonds will be March 1, 2035; and the net effective per annum interest rate shall nor e xceed a rate greater than 7.0% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended. Texas Government Code. Lastly, each Authorized Represenratij' e ic authorized to select the bond insurer, if any. with respect to the Bonds. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the City to the P,J,Erciaasers ._. accordance with the provisions of Chapter i 371. It is further provided, hov,, ev er, that notwithstanding the foregoing provisions, the Bonds snail not be delivered unless i7r or to their initial delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long tern obligations. as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. Sibs -153.3 —387— SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds shall be issued as fully registered obligations, without coupons, shall be dated June 15, 2010 (the Dated Date) and shall be in denominations of S5,O00 or any integral multiple thereof, shall be lettered "R" and numbered consecutively from One (1) upward, and principal shall become due and payable on March 1 in each of the years and in amounts (the Stated Maturities) and bear interest at the rates per annum accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts (S) Rates ( %) 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 202S 2029 2030 The Bonds shall bear interest on the unpaid principal amounts from the Dated Date. or fl-orn the r'ost re .ent Into est pa "`?lent Date to which interest has been paid or duly provided for. Stated. IViaturity or prior : edemption, while Outstanding, at the rates per annum shown in the above schedule (caic::iated on the basis of a 360 -day year of twelve 30 -day months). interest on ° 3onds shall be Dava'?; e on March 1 and September 1 in each bear, comilnencing March 1. 20- ? (the Interest .??zer Dote). while the Bonds are Outstanding. —388— SECTION 3: Payment of Bonds - Paving Agent /Registrar. The principal of premium; if any, and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds. The selection and appointment of Wells Fargo Bank, National Association, Austin, Texas, to serve as the initial Paying AgentlRegistrar (the Paying Agent /Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying AgentlRegistrar books and records (the Security Register) for the registration, payrnent, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent /Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying AgentlRegistrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent /Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent'Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying AgentlRegistrar. The City reserves the right to appoint a successor Paying AgentlRegistrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first -class postage prepaid, which notice shall also give the address of the new Paying AgentlRegistrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying AgentlRegistrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon redemption of the Bonds, and (iii) on any 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 3ond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paving AgentlRegistrar, or any agent of either. shall be affected by notice to the contrary. Principal of and Premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at he close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States mail, first -class postage prepaid, by the Paving Agennt'Registrar, to the 15627153.3 -389- address of the Holder appea ng 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 Bands shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent!Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder of a Bond appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Optional Rede-_intion. The Bonds having Stated Maturities on and after March 1, 2020 shall be subject to redemption prior to Stated Maturity at the option of the City, on March 1, 2019, or on any date thereafter, as a whole or in part, in principal amounts of S5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent /Registrar), at the redemption price of par plus accrued interest to the date of redemption. B. Exercise of _3edemntion Option. At least forty-five (45) days prior to a date set for the redemption of Bon .s (unless a shorter notification period shall be satisfactory to the Paying Agent'Registrar. the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds. the principal amount of each Stated Maturity to be redeemed. and the date set for i.e:-.7arri.xion thereof. The decision cf the City to exercise the right to redeem Bonds shall be er^te- e,d in the minutes of the governin_g body of the City. C. Selection c-` Bonds for Bede= - tipt- on. if less than ail Outstanding Bonds of the same Stated Maturity are to be redeet-heri on a redemption care. the Paying Agent!Registrar shall select at random and ' :- is : :Le Bonds to be redeemed. ,:ovi led that if less than the entire principal amount of a _ea errs t:he Paying e�� Reggi_ s tray shall tr eat such Bond the -n subject to rede_r 1 c' _., _ re e: nurw er cf Outstanding which is obtained by di idinQ the = inci_ ,-.1 D. 't J- ce c_ n Not ie -. t _ n t, _� _ .�.: L.ys prior to a :� (- prior redemption date for the Bonds, _ of _ r__ ti :. shall be sent 117nit5di States Mail, first-class ;7ostage prepaid, in the name o.; 1.7 e _ ; _ , ss ;pe -r =se. t' 7a- ing Agent/Registrar to each ._3c0_ Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent /Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice. interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Additionally, this notice may also be sent by the City to any registered securities depository and to any national information service that disseminates redemption notices. E. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond during a period beginning forty -five (45) days prior to the date fixed for redemption of the Bonds or to transfer or exchange any Bond selected for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the City by its Iviavor under the seal of the City reproduced or impressed thereof; and attested City Secretary. The signature of any of said officers on the Bonds may be manual or facsimile. t f es' ;le c=am t er o i' id* lr �. we-e. r1;= ±= - (751-11- Ponds bearir± the _�tani~a: c.. _w -m -__ � a_.zr _ ind. :za�_ who _.._ _ e Dated. Date. the proper officers of the City shall bind he City. notwithstanding did: such individuals or either of them snail cease to ii.oid such offices prior to the deliver v of the Bonds to the Purchasers. all as authorized and provided in Chapter 120l. as amended. Texas Govern-rent Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a cerd ficate of registration e:S5271:3_._ -6- -391— 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 man':ial signature, or a certificate of registration substantially in the form provided in Section FD, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the tenns hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent /Registrar, the City shall execute and the Paying Agent /Registrar shall register and deliver. in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent /Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paving Agent /Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, arid entitled to the same benefits under this Ordinance, as the Bonds surrendered upon suer aris`r or exchange. All transfers or exchanges of Bonds pursuant to this r e.c.on Lhall be made. without expense or service charge to the Holder, except as otherwise herein '`ro ided. and except that rile Paving Agent Registrar shall require pavrnent by the Holder re:,u.es_ nw such transfer or exchange of any fee, tax or other governmental charges required to be p :iti v,- resuec: to such transfer or exchange. Bonds canceled by reason of an exchange or tra_ns`e 'Jt :s an to t_2e f are hereby defined to be Predecessor Bonds, eviae- cink- ail or a e :7:i:- _ -• as wse rriay be.. of same debt evidence= b-. the new Bond or Bonds registere _- : ea -_, tie am transfer therefor. Addido nally. :'e tern Predecessor Bonds E'.1 �•vi ?' '� Si re and c e i er d pwrsua'7t to Section 17 7n iieu of a m =utilated os`; -- -.-. : i A ;-i ,-- sha.. be zeti to evidence the same obligation as the lost; stolen SECTION 7: Initial Bonds. The Bonds herein authorized shall be initially issued as a single fully registered Bond in the aggregate principal amount of S with principal installments to become due and payable as provided in Section 2 hereof and numbered T -1 (the Initial Bonds), and the Initial Bonds shall be registered in the name of the Purchasers or the designee thereof, The Initial Bonds shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Bonds to the Purchasers, the Paying Agent /Registrar, pursuant to written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bonds delivered hereunder and exchange therefor definitive Bonds of like kind and of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor: all pursuant to and in accordance with such written instructions from the Purchasers; or the designee thereof. and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying AgentlRegistrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof. but the initial Bond( s; submitted to the Attorney General of Texas may be typewritten or photocopied or ozherwis4 reproduced. 8Sfi'-..3.. 0 -393- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. 5 United States of Amei i ca State of Texas Counties ofNueces. Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BOND, SERIES 2010 Dated Date: July 1.2010 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP NO: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date or from the most recent interest payment date to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made o r 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, 2011. Principal and premium, if any; on this Bond shall be payable to the Registered Owner hereof (the Holder). upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof Interest shall be payable to the Holder cf this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Renistrar at the close of business on the Record Date, which is the fifteenth day of the month next precedin each irtereat payment date. Ali pa . 1en`s of principal of and interest on this Bond shall be in ar,y coin or currency of the United States of America which at the time of payment is legal tender _cr the nayrnent of public and private debts. Interest shall be • ' the Pa 'in; Age ht Reg rar ry one sent on r!i-i0F _o the a T ". JC�.al'1 � �J �. !� `�C'• , 4 or �• p�r�1. C}.'i�.0. :F payment V t i fl ^l r prP n the er hereof at the date of �G�'iri �L,. by United States is.�_ :. �. :5. - :, aS� postage _ ']ciu, �� t.re i i.�iCi _ h e address a .pearing in the Security Register cr cy such o xe; me.hod. acceptable to the Paying iaefZ: Rem 5tr3r; requested. by the Heider t7er�of c:.":i.: ?Dsd°i S risk and L ?J :,i'Se. r. — 3 g This Bond is one of the series specified in its title issued in the aggregate principal amount of S (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the Ordinance), for the purpose of providing funds: (i) to make permanent public improvements within the City, including improvements to parks and recreation facilities and (ii) to pay the costs related to the issuance of the Bonds, all in conformity with the laws of the State of Texas, particularly Chapters 1251 and 1331, as amended, Texas Government Code. and Chapter 331, as amended, Texas Local Government Code, an election held in the City on November 4, 2008, the Ordinance, and the City's Home Rule Charter. The Bonds stated to mature on and after March 1, 2020 may be redeemed prior to their Stated Maturities at the option of the City, on March 1, 2019, or on any date thereafter, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent /Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States Mail, first -class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent /Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due arid payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent'Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part. the City or the Paying Agent /Registrar shall not be required to issue, transfer, or exchange this Bond within forty -five (45) days of the date fixed for redemption; provided. however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in pan. The Bonds of this series are payable from the proceeds of an annual ad valorem ta;: levied upon all taxable property within the City within the limitations prescribed by law. Reference is hereby made to the Ordinance, a copy of which is on file the coro rate trust office of the Paring Agent`Re_gia,, a_ and to all of zne provisions o w1_1oh the Ho d.e. :1Y- hi_ acceptance hereof hereby assents, for definitions of terms. the description of and the nature an:1 entent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights. duties, and obligations of the City and the Paying AgentlRegistrar: the terms and provisions upon which this Bond may be discharged at or prior to the Stated Maturity thereof. and deemed to be no longer Outstanding 856' -10- -395— thereunder; and for the other terms and provisions specified in the Ordinance. C apita; :Ted terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying AgentlRegistrar. duly endorsed by. or accompanied by a written instrument of transfer in form satisfactory to the Paying AgentlRegistrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent /Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary, In the event of a non - payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying AgentlRegistrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted; and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired the:eby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance i h aid shall be governed by the laws of the State of Texas. The remainder of this page intentionally left blank. ) 'l- - t —396— IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official seal. ATTEST: City Secretary (CITY SEAL) 8552 "15_._ CITY OF CORPUS CHRISTI, TEXAS Mayor [The remainder of this page intentionally left blank.] _��_ —397— C. `Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bonds On1v. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS § REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) Note to Printer: Not to appear on printed Bonds D. Form of Certificate of Paving Agent/Registrar to Appear on Definitive Bonds REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued and registered under the provisions of the v.ithin- mentioned Ordinance; the Bond or Bonds of the above- entitled and designated series orgina:iy delivered having been approved by the Attorney General of the State of Texas and : egistered by the Co; ntro:ler of Public Accounts. as shown by the records of the Paying er.� Red stray. lam -ris e -e.a this care: WET .S FARGO BANK, NATIONAL ASSOCIATION. Austin. Texas. as Paying Agent Re strar By Authorized Signature E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: F. The Initial Bonds shall be in the respective forms set forth in paragraph B of this Section. except that the form of a single fuliv registered Initial Bond shall be modified as follows: (i) (ii) Registered Owner: Principal_ Amount: immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturitv" shall both be completed "as shown below ": the first two paragraphs shall read as follows: The City of Corpus Christi, Te,;.as (the CT, i. a body corporate and municipal corporazior_ in the Counties of Nueces. Aransas. Kleberg. and San Patricia. State of Texas. for value recei ec. aclunowledges itself indebted to and here1: promises to pay . to order Re istared Owner named above, or the registered assigns thereof, the Principal Amoua._ specified d above. on the first day of illiarcti in each of the meal's and in ;3rmcizal amounts and uea-±14 intere at per annum rates in accorua_nce with the following schedule: 85627153.3. - 14 - -399- Years of Principal Interest Stated Maturity Amounts LSI 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 Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing March 1, 2011. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the corporate trust office of Wells Fargo Bank, National Association, Austin, Texas (the Paying Agen:/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying AgentlRegistrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest stall 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 AgentiRegistrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Lenend. If bond insurance is obtained by the City or the Purchasers for the Bonds, the Definitive Bonds and the Initial Bonds shall bear an appropriate legend as provided by the insurer. SECTION 9: Definton.s. for ail purposes of This Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the teens defined in this Section have the inea:: _ rgs assizned to them in this Section, and certain terms used in Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the ;;Surat as well as the singular; (ii) all references in this Ordinance to designated "Sections" a:e to 'i-:e oesi2 ated Sections and other subdivisions of this Or diva- c .._ _.._ iv adopted: and (Hi) the words "herein" "hereof', arid "hereunder" and other words • ,ii r .n o :L refer to this C.:Tdirionee as a whole and not to any particular Section or other su_ A. The term _zean the Mayor, City 1l anager. Inte r, Assistant City Manage:- -tee. _c:es, and' . the City Secretary. B. The 7.ea -- :he s sec G = d created and established by the L''r3\- isicr?s of Section '_ C. The -_ = Eves CENEP 2,.I_ OF CORPUS CHRIS i I. z..-.::::ha,rized h\ this Ordinia�,Ce. D. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. E. The term City shall mean City of Corpus Christi, located in the Counties of Nueces, Aransas, Kleberg, and San Patricia, Texas and, where appropriate, the City Council of the City. F. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. G. The term Depository shall mean an official depository bank of the City. H. The term Government Securities; as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by. the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not Tess than AAA or its equivalent. 1. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. J. The term Interest Fayrnent Date shall mean the date interest is payable on the Bonds, being March 1 and September 1 of each year. cormtencing March 1. 2011, bile any the Bonds remain Outstanding. K. The to --in Or•diriance shall mean this ordinance adopted by the City Council of the Ci c' on June 2010. L. The te7rt OuE anajig when used in this Ordinance rem cct _..:ends mean, as of the date of deters inat on. all Bonds issued and delivered _: d Ordinance. except: (1) those Bonds canceled by the Paying Agent /Registrar or deli,'ered. to the Paving Agent/Registrar for cancellation; Es6:7]5 .3 - €6- -401- (2) those Bonds for which payment has been dutv, provided by the City in accordance with the provisions of Section 21 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 17 of this Ordinance. M. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 18 of this Ordinance. N. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year, as set forth in Section 2 of this Ordinance. SECTION 10: Bond Fund — Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Bonds, there shall be and is hereby created a special Fund to be designated "GENERAL IMPROVEMENT BONDS, SERIES 2010 INTEREST AND SINKING FUND" (the Bond Fund), which Fund shall be kept and maintained at the Depository, and money deposited in such Fund shall be used for no other purpose and shall be maintained as provided in Section 19. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Bonds as the same become due and payable and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar. money in any Fund created and established by this Ordinance, at the option of the City, may be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chanter 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 lay,-, including investments held in book -entry forrn. in securities inciudi_ g, 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 fall faith and credit or represent its general obli?a•tions, 3r invested indirect in _ obligations of the United States of America. including, but not i" •'fe_ to. .evidences indebtedness issued, insured or guaranteed by such gavemner_ta: enci s as the _ edera1 L, ;d Bardis, Federal ',rite--mediate Credit Banks, antis for C ooperr.ti v es e:... -o_ue- Gavenirricnt '\ Gticnc.± i\ artzrage A_Esoc atic:r. : =e,:5 Loan MC_ cage Association. Small a. si:!ess Administration, provided ._:at all such den,^..si s and investments shall e made L-1 y required to be ex ie ;ic.ed wr`.'r: such Fund will be ava':ar1e .F_ h,- r[7! "' t= sr ?- r es Merest and - .�.cr r «i,�Pj r a=-- Te ositC n est 5�-:�_ ' `. • - - -- t C� '�i �+ and I. � �i_?ient5 --402— any losses debited to, such Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11: Tax Levy. To provide for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shalt be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the City. SECTION 12: Deposits to Bond Fund — Surplus Bond Proceeds. The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest received from the Purchasers shall be deposited to the Bond Fund. In addition, any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes. SECTION 13: Security of Funds. All money on deposit in the Funds for which This Ordinance makes provision (except any poi pion thereof as may be at any time properi, invested as provided herein) shall be secured in the manner and to The fullest extent required by the laws of the State of Texas for the security of public funds. and money on deposit in such Funds shall be used only for the purposes pe_-miued by this Ordina ee. SECTION 14: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that i the event the City (a) defaults in the 'Payments to be made tc the Bond Fund o =' 03) default_ observance or performance. of any other of the : ve -n i s. conditions. or obligations set forth this Ordinance. the Holders of any of the Bonds shall be entitled to seek a writ of _panda _lus issued by a court of proper jurisdiction compelling and —_ du=ring the governing boa..- of the O and other officers of the City to observe and perform any covenant; condition. Cr obligation prescribed in this Ordinance. 85627153.3 -18- --403- No delay or ornission to exercise any :right cr nower accruing upon anv default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 15: Notices to Holders — Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first -class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 16: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying AgentlRegistrar and, if not already canceled; shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 17: Mutilated_ Destroyed. Lost. and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent /Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent; Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the raying AgentlRegistrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request. the Paying AgentiRegis ran shall register and deliver, in exchange for or in lieu of any such mutilated. destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously outstanding. in case any such mutilated, destroyed, host, cr stolen Bond has beoorne or is about to become due and 'aayable. the City in its discretion y nstead c f issuing a new Bend, pay such Bond. 8562'153,= Upon the issuance of any new Bond or payment in lieu thereof, under this Section. the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone. and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed. lost, or stolen Bonds. SECTION 18: Sale of Bonds- Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to the Morgan Keegan & Company, Inc., Houston, Texas, as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated , 2010 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of the Keegan & Company, Inc. 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 by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore. the Issuer hereby ratifies, confirms, and approves in all respects (i) the Issuer's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. 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 Offcial Statement, dated 2010, in the reotfering, sale and de'_ver' of the Bonds to the public. The ' s o,. and/or City Secretary are farther at:tiiorizea and directed. to i aivaily execute and deliver ' :'or and on behalf of the issuer copies of the Official Statement in final form as may be recu_red v tiae Purchasers. and such final Official Statement in the form and content tranuaiiv executed by said officials shall be deemed to be approved by the C ty Council and ..,c_-,ns.itute :he Off ciai Statement authorized for distribution and use by the Purchasers. Proceeds from the sale of the Bonds shall be applied as folio ,,s: 85f.:27152.3 -20- -405— (1) Accrued interest (in the amount of S ). received i :n the Purchasers shall be deposited into the Bond Fund. (2) The balance of the proceeds (including a portion of the premium in the amount of S and principal in the amount of S totalling S ) derived from the sale of the Bonds (after paving costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Bonds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 12 of this Ordinance. SECTION 19: Covenants to Maintain Tax - Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: "Certificates" means the S "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2010 (CONVENTION CENTER) ", dated July 1, 2010, issued on the Closing Date. Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148 -1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Bonds. 1nvestinent has the meaning set forth in Section 1.148 -1(b) of the Regulations. _vonpurpose Investment means any investment nropert -, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the .governmental purposes of the Bonds. Rebate Amount has the meaning set f o g r in Section I . _ 4 - Relations. Reguations deans any proposed, temporary, or final Inc me i a °_ Re t<_c::io 's issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 o f ;,, Revenue enue Code of 194, which are applicable to the Bonds. Any reference to a -21- -406— Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and (2) the Bonds means the combined yield on the Bonds and the Certificates, treating them as a single issue and as calculated pursuant to Section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable, The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition. construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in anv activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public: and (2) not directly or indirectly impose or accept any charge or other nay.rent any person or entity who is treated as using Gross Proceeds of the Bonds 0: ar.: the acquisition, construction or improvement of "„'hick is to be fu anced cr refinanced directly or indirectly with such Gross Proceeds. other than taw of _generaa anniica inn within the City or interest earner on investments acquired with such Oros; Nr` }eca cic vending application for their intended Jt:r..)oses. D. No Private Loan. Except to the extent that it will not cause he Bands to become- "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local goverment. For purposes cf the foregoing _'32_ -407- covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: ti) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a tale -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts. expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged.. Hov,Jever, to the extent permitted by law, the City may commingle Gress Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the cb`igations accuired :_"'_crew: ith. (2) Not lei's _ -equently than each Computation Date, the City shall calculate the 7 b to ,n ;,... o .� Code =�e�a�� .4::�o:._:t __ accordance with pules set forth in section 148(0 of the �odc a nd the Reau a t.c ins and ruf i n as thereunder. The City shall maintain such calculations with its tra_nscr i. of i -o ;eel -tnEs relating to the issuance or the Bonds until six years after _l final .cln _._ta l'_ . n wt�. _ s a _ _.... _ -.al consideration ation or the purchase of the Bonds b :he _ i chase. 5 and the _ o _ -. f of the money represented Lhe ebb' and in order to induce such ._c -,arse by meas es des _ed to Insure the excludability of the interest thereon from the s i cor_'_e c f :_..e ;.5;,-2 : >rs thereof for federal income tax purposes, the City shall pay to - - -408 -- the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90 %) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 -3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at leas: 85% of the spendable proceeds of such bonds within three years after such bonds were issued. (2) Not _.acre than 50% of the proceeds of he original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The City hereby directs and authorizes the Mayo_. Cizv lnterirn Assistant City Manager for A.dmini.st ative Services. City Secretary. or C iry » tori =e; either or any combination of the foregoing, to make such elections in the Certificate as to Tax Exemption or similar or other G p 1ro]riate certificate, forrn, cr document e i`_ed . - �.. Pursuant to the provisions or the Code or the Reui"o. io s. as they deem necessary or prop:ia. . in connection with the. Bonds. Such ejections shall be deemed to be made on the Closing Date. SECTION 20: Control and Custody of Bonds. The Mayor shall be and is nereb.v authorized. to take and have charge of all necessary orders and records pending i estigation by the Attorney General of the State of Texas and shall take and have charge and control of the S5627117,3.3 -24- -409— Bonds pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Bonds to the Purchasers. Furthermore, the Mayor, Mayor Pro Tem, City Manager, Interim Assistant City Manager for Administrative Services, City Secretary. or City Attorney, either or all, are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the. Bonds, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's financial advisors, Bond Counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bonds to the Purchasers and, when requested in writing by the Purchasers, the initial exchange thereof for definitive Bonds. SECTION 21: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the tunes and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient :money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereoff, at the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage boy! s within the meaning of section I48 of the Code (as defined in Section 19 hereof). Any money so deposit 0. 'iiig Agent Re_gist :a:.r. and all income from Government Securities held in Paying, .gerit:R °2istrar, or an authorized escro ,- agent, pursuant to this Section i ' ' __i nc' r eellired for the payment of the Bonds, or any principal amount(s) thereof. or in e est thereon v.. -itri respect o which such money has been so deposited shall be remitted to ,= e o: deposited as directed by the City. Furthermore, any money held by the Paying_ r ; « =�_ - . he payment of tc!3° -_. :)alsof and nterreslt� on the Bonds and lemainin; LL 4_a L___ .. _1% i.G' 1 } thre1 /5 f tea. the Statery. F iaturit,, J_ a:,plicable redemption dais of i._. oh _`v":'' ' +vas dei :led end is held in trust to nay, shall upon the request of _ __�L �_- _�� :_.. .. -T_CL a written receipt therefor, subject to the unclaimed r rc }e: ! - _ 1 '__ie Sate. :as. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (I) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Fulbright & Jaworski L.L,P., as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of the Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 24: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 25: Ordinance a Contract — Amendments - Outstanding Bonds. The Cite acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time. shall be bindii g on the City and its successors and assigns, and shall not be amended a- repealed by the City so long as any Bond remains Outstanding e° ceo:_ 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. the anv ei gui y, inco s_sre?ct. or formal oe_e_. -_ omission herein. n addition. the City May. ;_, _.1} it :e.n consent of _ clde_•s C majority in ag2reaate principal amount of the .Bonds then Outstanding aiLeczea thereby, arnenG. add to or rescind anv of the provisions sioi s o r this Ordinance: provided: HOW ever. that. v, it out he consent of all Holders tof Cutstandiinz Bonds. }no such amendment, addition. o_ _ °sGissia :; s a:- (t} extend the dine or hies of payment of the rineiiJal r ^ _r...i.ce y ^ . of and ?ntd.est en the Bonds. -- r -.. principal arnount thereof. or the rare of interest therec.m. G_' in any other way ino4 she e =ns payment of the prn'cit t 0 he _'eoeflintio_i price therefor. or iinterest on the: Bonds. C,1-;, a: a_ preference to any Bond over any other Bond, or (3) reduce the aggregate Nrircipai amount. ^- Bonds required for consent to any such amendment, addition, or rescission. 856271:3. _26_ —411 -- SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, anv right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, the Paying Agent /Registrar, and the Holders. SECTION 27: Inconsistent Provisions. All ordinances and resolutions, or parts thereof which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 28: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 29: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 30: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a pan of the ;udgnent and findings of the City Council. SECTION 32: Authorization of ?ayinE A2ent'Reaistrar 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 Paring Agent= Registrar Agreement concerning the pa. •m ent, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form. as Exhibit A and is incorporated by refe :ence Provision, of this Ordinance. SECTION 33: Public ?Mr {eetinc-. It is officially cund, dete_1__4ied. meeting at which this Ordinance is ado-nted was onen to the and -'Ao;_c_ of the time. place, and s b:.ect natter of the lIbiiC bu'iness to be cons_= ereEl Ord nance. was given, all as recA -uired by Chapter 551, as amended, , txa C C: yii�ii� Cc de. Q17 ION 3r: L ?= ac���i ab =t` of .& t_hori.zed Publica_icn. E. permanent E.::1SpellSien Of newspaper, :;i journal, or other pu . Y ati.. _« yy.. publication of no. ce cannot be _nr.Ge n.fieet -fig any requiremer.s 1e� ,rl L.L .:Y �e•ii nrfLice required to ':be"' l by the provisions ofthis Ordinance s Sul d es is _.. i � , t of the City W rg _ �-�. c• ,n J,-f � t r rty or o; 't Y` �'" —4 1 2 — most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 35: No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 36: Continuing Disclosure of Information. A. Definitions. As used in this Section; the following terms have the meanings ascribed to such terrns below: "EMMA" means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.ernma.msth.org. "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2 12, as amended from time to tune. "SEC" means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, within six months after the end of each fiscal year ending in or after 2010, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 18 of this Ordinance being the information described in Exhibit D hereto and 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 be (i) prepared in accordance with the accounting principles described in Exhibit ID hereto, or such other accounting principles as the City may be required to employ from time to nine Pursuant to state law or regulation. and (11) audited, if the City commissions an audit of such statements and the audit is complete el 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 provide unaudited financial statements within such period and audited for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. Under cur-ent T eras law. including, but not limited to. Chapter 103, as amended. Tends Local Government Code. the City must lid, e its .e3C- 2.. accounts audited annually and shall na. e an aiwuai financial statement nrenare^ based ? the. audit. The annual =inancia] statemen t. including the auditor's opinion on the statement. shall be filed in the office of the City Clerk within 180 days after the last date of the Citv's -_=isca :year. Additionally. upon the r " "i]ing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act. as amended. Texas Government Code. Chapter 552. -2°a- --413— 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. Material Event Notices. The City shall file with the MSRB, in a timely manner, notice of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (1) Principal and interest payment delinquencies; (2) Non- payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties: (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions or events affecting the tax- exempt status of the Bonds; (7) Modifications to rights of holders of the Bonds; (8) Bond calls; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds; and (l 1) Rating changes. The City shall file with the MSRB. in a timely manner, notice of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations. Disclaimers, and Amendments. The City shall be obligated to observe and nerform the covenants specified in this Section with respect to the City and the Bonds while. hvt only while. the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule. except that the City in any event will provide the notice required by subsection 0 hereof of any Bond calls and defea.sariee that cause the City to be no longer such an "obligated nerscn' . The provisions of this Section are for the se bent of the Holders and. beriefici,l owners of the Bonds, and nothing in this Section, expres.s or implied, sha :l give any benefit or any legal or equitable right, remedy, or claim hereunder any other verso The C a undertakes to provide only the financial .._formation, operating data, financial std er_lents. and notices which it has expressly agreed to :7-o-•-ide n..ir.=.ua_ t "o f'__s Section and does not hereby F56271:7 3J undertake to provide any other information that may be relevant or material to a complete presentation of the financial results, condition, or prospects of the City or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing 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 resulting from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by anv other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgmen that such provisions of the Rule are invalid. and the City also inav 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 c.,.f this sentence v. ouid not have prevented an underwriter .Front lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a such provisions as se amended and !b) any amendments or interpretations cf the Rule. If ti CitV se amends the 'provisions of this Section, it shall include. with any a nena.ef. financial infonration or operating (data next nrov aed in accordancee with subsection 3 cf. this •Secs nn an explanation. in narrative form, of the reasons for the amendment and o f the. impact of cLT2y c_7?t'ee in the type of financial info rmation or operating data so provided. 5627 5 =._ Information Format: Incorporation by Reference. -30- -415— 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 EM?vMA 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 bonds to which such continuing disclosure documents relate must be 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 United States Securities and Exchange Commission. SECTION 37: Book -Entry Only System. It is intended that the Bonds will be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bonds described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent./Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit C (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent /Registrar shall have no responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence. the City and the Paying Agent/Registrar shall -have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, ether than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with rest ec.t to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of the City to make payments of principal, premIun -, if any, and interest pursuant to this Ordinance. I ,on delivery by DTC to the Paying A4en t!Registr ar 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 drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to -:4.x: nominee c D TTC. E55 L7'2 - —41q 6— In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter. (b) the Representation Letter shall be terminated for any reason. or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent /Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co.. as nominee of DTC. At that time. the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 38: Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Paying Agent /Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, City Manager. the City Secretary, or the Interim Assistant City Manager for Administrative Services and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any arnbiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement. (ii) obtain a rating from any of the national bond rating agencies. or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the Cite v hose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate. such signature shall nevertheless be valid and sufficient for all purposes the same as if such orf_tier had remained in office until such delivery. SECTION ION 9: Effective Date. i 'irs unit 10 the provisions of Seoiior 1201.ti5,. as amended. Texas Government Code. this Ordinance shall • T E effective i� LItECia'ie: j' adoption. notwit :standing an "ro \' :gior the City's Horne Rule r tarter the conceri ing a multiple reading reduiremen_ for the adoption oford'_nances. 85627153.= [The remainder of this ;gage intentionally ief blank.] -3L- -417— PASSED, APPROVED AND ADOPTED on the 77nd day o June, 2010. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS DAY OF , 2010: Car1osValdez, City Attorney Schedule 1— Approval Certificate Exhibit A - Paying Agent'Registrar Agreement hibit B — Purchase Contract C — D T C Letter of Representations =.Khi it D - Description of Arh u l FinEncial information S -i —418— 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 22nd day of June, 2010, authorizing the issuance of the City's General Improvement Bonds, Series 2010, 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 22nd day of June, 2010. 5562 7 143.3 City Secretary (CITY SEAL) S -2 —419 -- SCHEDULE I APPROVAL CERTIFICATE SEE TAB NO. S56271533 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. A -1 -421 - EXHIBIT B PURCHASE CONTRACT SEE TAB NC. -422-- 85627153.3 EXHIBIT C DTC LETTER OF REPRESENTATIONS SEE TAB NO. -i -423- EXHIBIT la DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operathig Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section for each Year ending in and after 2010 are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: All quantitative financial information and operating data with respect to the City of the general type included in Appendix A to the Official Statement under the headings "DEBT PAYABLE FROM TAXES ", "GENERAL REVENUES ", "GENERAL EXPENSES ", "AD VALOREM TAXES ", "FIVE YEAR OPERATING STATEMENT FOR SOLID WASTE ", "MUNICIPAL HOTEL OCCUPANCY TAXES ", and "THE TAX INCREMENT FINANCING ACT ", and in Appendix C. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. —424— 27 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: June 22. 2010 AGENDA ITEM: A. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy – Build America Bonds)" in a maximum amount not to exceed $75,000,000; making provisions for the payment and security thereof on a parity with certain currently outstanding obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions; and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a Paying AgentlRegistrar Agreement and a Purchase Contract; complying with the requirements imposed by the Letter ofRepresentations previously executed with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the Bonds; and providing an effective date. B. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A" in an amount not to exceed 575,000,000; making provisions for the payment and security thereof on a parity with certain currently outstanding obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a Paying Agent/Registrar Agreement and a Purchase Contract; complying with the requirements imposed by the Letter of Representations previously executed with the Depository Test Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the Bonds; and providing an effective date. C. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2010" in an amount not to exceed S12,500.000; ma ing provision for the payment and security thereof on a parity with certain currently outstanding of F}g atio ns: stipulating the terms and conditions for the issuance of additional reveriue bonds en a :.a t`• therewith: prescribing the fort . terms. conditions, and resolving other matters 4i and related to the ssualle -e. sale. and delivery 'ofthe Bond. including the abnrova_ and dris.— o t,_._ or an Official Statement pertaining thereto; auth ,rung the execution of Agent /Registrar Ag: eernent, and Escrow Deposit Letter. and a Purchase Contract: co_- niy na with the recuir imp y ernents ose" v e. Letter ~R eL`resen atinns pre ieu, , Depository Tridst Cornpani'; delegating 'Jae authority to the 1\4iayor and certain _ tem 3-._- w rt :lw City saie �.!l i Mall t0 execute C:! c_Lii documents retat� :4 to t__ sr"�.i. G 1 the _..:s.;;; effective date. -427- ISSUE: The City of Corpus Christi intends on selling 'pproxinmately 575,000.000 of Utility System Revenue Improvement Bonds. In analyzing the transaction, City staff is recommending issuing Build America Bonds for this transaction. Authorized under the American Recovery and Reinvestment Act of2009, this Act enablesxnunicipalities to issue taxable debt and receive a federal subsidy equal to 35% of their interest expense for Build America Bonds issued prior to January 1, 2011. The first 5 to 6 years of this issue will be traditional tax - exempt serial bonds, and the remaining 24 to 25 years of debt will ?,e taxable, term Build America Bonds. The City would then file a request with the federal government for its 35% subsidy approximately 45 days before each debt payment is made. Based on the current bond market, the City is estimating to net approximately $6,500,000 in net present value savings from issuing Build America Bonds. This equates to a savings of between $500,000 and $600;000 in annual debt payments savings over the life of the bonds. Please note that two ordinances are being presented for the issuance of up to $75,000;000 of Utility System Revenue Improvement Bonds. The first ordinance in Part A relates to the issuance ofBABs, and the second ordinance in Part B relates to the issuance oftraditional tax- exempt bonds. Approval of both ordinances is needed to give us the maximum flexibility at the time of pricing to issue all of cne, all of the other; or a combination of the two. The sum, however, cannot 575,000,000. The City also intends on refinancing S l 2,500,000 of Utility System Revenue Refunding Bonds in July 2010 in the form of its existing 1999, 1999A, and 2000A Utility System Revenue Improvement Bonds. The net present value savings equates to approximately 5.49% or approximately $600,000. These Refunding Bonds will be sold as traditional tax - exempt bonds since Build America Bonds cannot be used to refinance existing debt. PREVIOUS COUNCIL, ACTION: Mzy 13, 2010 - Motion authorizing the appointment of M. E. Allison & Co., Inc. as Financial Advisor; Frost Bank as Senior Manager; and Coastal Securities, Inc., Hutchinson, Shockey, Erlev : Company, Sterne Agee, and Stifel Nicolaus & Co.. Inc. as Co- Managers for the City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A CGN C F_ USIONT AND. RECOIVT FENDATTION: -! Staf co; 'Friends that the City Council approves the recommended ordinances for the sale of ..LL 2.97:ds. Consta_nce P. Sanchez interim Director of Financial Services �1z.me £ 26 22' e -mail; colsiarictri ..^..tei.as.co ! _ BACKGROUND INFORMATION ATIO N The City of Corpus Christi is planning on issuing up to S75,000,000 in City of Corpus Christi; Texas Utility System Revenue Improvement Bonds in March 2010. The City utilizes a $75,000.000 Commercial Paper Program as an interim financing tool for approved utility system capital projects. Utilizing commercial paper allows the City to begin projects in a timely manner at lower short -term interest rates without having to issue revenue bonds before the projects commence. Although the City currently has no commercial paper notes outstanding, the spending authority which is represented by encumbering this commercial paper capacity, thereby allowing the City to let construction contracts for utility system projects, is nearly exhausted. The issuance of these revenue bonds will replenish this spending authority to $75,000,000. In analyzing the transaction; City staff is recommending issuing Build America Bonds for this transaction. Authorized under the American Recovery and Reinvestment Act of 2009, this Act enables municipalities to issue taxable debt and receive a federal subsidy equal to 35% of their interest expense for Build America Bonds issued prior to January 1, 2011. The first 5 to 6 years ofthis issue will be traditional tax - exempt serial bonds, and the remaining 24 to 25 years of debt will be taxable, term Build America Bonds. The City would then file a request with the federal government for its 35% subsidy approximately 45 days before each debt payment is made. Based on the current bond market, the City is estimating to net approximately $6,500;000 in net present value savings from issuing Build America Bonds. This equates to a savings of between $500,000 and $600,000 in annual debt payments savings over the life of the bonds. Please note that two ordinances are being presented for the issuance of up to $75.000,000 of Utility System Revenue Improvement Bonds. The first ordinance in Part A relates to the issuance ofBABs, and the second ordinance in Part B relates to the issuance of traditional tax - exempt bonds. Approval of both ordinances is needed to give us the maximum flexibility at the time of pricing to issue all of one; all of the other, or a combination of the two. The sum, however, cannot S75,000,000. Additionally- the City also intends on refinancing S12,500,000 of Utility System Revenue Refunding Bonds in July 2010 in the form of its 1999; 1999A, and 2000A Utility System Revenue tmprcvement Bonds. The net present value savings equates to approximately 5.49% or apnroxijnateiv w60Q.000. These Refunding Bonds will be sold as traditional tax-vie-rant bonds since Build _kmerica Bonds cannot be used to rennance e7;isting debt. Because of the fluctuating conditions in the municipal bond _^bri=e:. _3ancia `. `=• l_ Vic= recommended that the City Council delegate to the Mayer. Cit? i"Ianaoer ?•� into ,., si:ta -t ry;,_ 14anager for Administrative Services h legated Cr is ._' the at t rro t•: '_ ef- e� :._ e salt c•'c- - Bonds subject to the f 1 r r '•Mete _• y _ } . series Bonds r ; subject o�ic�;-i -n� �a_a_�_���r:.. k'11 t��� � r��cxpw G.m� ::.xt of �..._ . �;- _ c• -� exceed 5:75,000.000 cl 0j0 �} 0 re Yy �+ ^, Bonds n• ;l and --11 V.'`��1�1 'Sl'M1+L i._!•V_ `_11cV_!L•.. -��. ]_.�___. __• _rte- C- .i✓:C greater than 1%•'o'Der year, and (3') .lie Bonds I_tuS. have a .aL..ra issued i "' nocionally Iiurilcipal securities ratings organization in one o f e r n e fo J.: ighesst '"c: ping catego�ri respect to �. e5. '.`i' ILLI respect t the Refunding rOnd5, the re T ICinn must produce a net present value 5"i � :Zs �C, thCt. Ci : Of at least 3 %. The City's bond counsel has confirmed that the City can delegate the sale of the Bonds and Refunding Bonds to the Delegated Officials in the manner outlined above pure _ant to the authority contained in Chapter 1371. . as amended, Texas Government Code. —429— 111 i .............. ORD H A CE NO. DRAFT 6/7/2010 AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM REVENUE IMPROVEMENT BONDS, TAXABLE SERIES 2010 (DIRECT SUBSIDY - BUILD AMERICA BONDS)" IN A MAXIMUM AMOUNT NOT TO EXCEED S75,000,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF ON A PARITY WITH CERTALN CURRENTLY OUTSTANDING OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; (INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION . OF A PAYING AGENT /REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO TEE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Corpus Christi, Texas (the "City" or the "issuer "). a "home - rule' city onerat_ng under a hoine -role charter adopted pursuant to Section 5 of Article X1 of the Texas C -cnrti u ion. with a population aceerd ng to the latest federal decennial census of in excess of 50.030, his heretofore issued its "City of Corpus Christi, Texas Utility System Revenue Reis; :ai:_v Bends. Series '.990" (the `'Series 1.990 Bonds "); its "City of Corpus Christi, Texas Syste;? Revenue Bonds, Sei:ieE' 1994" (the "Series 1994 » " of � (t��e Se�_es 199- Bonds"); its "City or Corpus Texas Utility System Reven'ae Bonds. Series 1994 -A" (the "Series 1994-A Bonds "); its -City cf C cTuS CI' :sti. Texas Utility System Revenue Bonds, Series 1995" (the "Series 1995 E'd1 :e.s" ): -ts 'Ci rr Cc puts Texas Utility System Revenue Bonds, Series 1995 -A" (the Bcr_us"`' its "City of C e!tou.s C hristi. Texas Utility System Revenue.. Refunding ;1_ij'rdvement Bonds, Series 1939- the "Series 1999 Bonds "); its "City of Corpus Christi, Even R �'e le r_E.�n -ig and improvement Bonds, TSv111eries 1999 -A" (the "Series .,^ '. �__..� ,} -_s ,L.,r• � C31771,.'z ._ CLU!S~• R^..xas �'tilit �� - ystern levenlie Reim ding Bond: "Series 20010 3ond " ; "City of Corpus Christi, Texas Utility System arncs Se. es 2001) -=_ (tie "Series 2000 -A Bonds"), its "City of Corpus _ ._.la LeLnd nr and Improvement Bonds; Sexes 2002" (the Bar d,s." its "City Cci _rs Christi, Texas utility System Revenue Refunding 103" (the "Se 1':. 2003 B3nis '); its "City of Corpus Christi, Texas Utility Systein Series 2004" (the "Series 2004 Bonds"); "City -4 n of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005" (the "Series 2005 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005A" (the "Series 2005A Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2006" (the "Series 2006 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009" (the "Series 2009 Bonds "); and its "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds; Series 2010" (the "Series 2010 Bonds "); and WHEREAS, the Series 1990 Bonds, the Series 1994 Bonds, the Series 1994 -A Bonds, the Series 1995 Bonds, the Series 1995 -A Bonds, and the Series 2000 Bonds are no longer Outstanding (as hereinafter defined); and WHEREAS, the Series 1999 Bonds, the Series 1999 -A Bonds, the Series 2000 -A Bonds, the Series 2002 Bonds, the Series 2003 Bonds, the Series 2004 Bonds, the Series 2005 Bonds, the Series 2005A Bonds, the Series 2006 Bonds, the Series 2009 Bonds, and the Series 2010 Bonds are sometimes collectively referred to herein as the "Previously Issued Priority Bonds "; and WHEREAS, the City has established an interim financing program pursuant to which the City has authorized the issuance of commercial paper notes designated "City of Corpus Christi, Texas Utility System Commercial Paper Notes, Series B ", to be issued from time to time in an aggregate principal amount not to exceed 575.000,000 at any one time Outstanding (the "Series B Commercial Paper Notes "), under which there currently exists no Outstanding obligations; and WHEREAS, the City Council hereby irrevocably designates the Bonds as "build America bonds" within the definition of section 54AA(g)(2) of the Code (hereinafter defined) and as authorized by section 1531 of the Code, hereby finds and determines that the Tax Credit (as defined in the Paying Agent /Registrar Agreement) is not considered a revenue of the System and is, therefore, not part of the Gross Revenues of the System, nor would the Tax Credit be treated as Gross Revenues of the System, but shall be treated as a reduction in interest expense, and the City Council hereby delegates to any Authorized Representative (defined herein) the authority to take any and all actions, on behalf of the City as its authorized representative with respect to the Tax Credit as set forth in this Ordinance, the Paying Agent/Registrar Agreement, and the BAB Agreement (defined in Section 31 of this Ordinance); and WHEREAS. the City deems it appropriate and in its best interest to issue the hereinafter authorized revenue bonds for the primary purpose of acquiring_ purchasing. constru.cti"r . improving, repairing, extending. eouippi g, and renovating the Citv's combined waterv,-D_-i__=. system, including storm sev,'er and drainage (which is a part of a larger utility system that also includes the City's wastewater disposal system and its gas system and is hereinafter described aria defined more thoroi ghiy we the "System "): and VY 1{EREA S, in the ordinance authorizing the issr.arice of the. Series _ P9C ,ands «? ase Ordinance"), the Ci it• reserved the right to issue revenue bonds on a ,arit r 1990 Bonds; and 900S3261.4 WHEREAS, the revenue bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State cf T u, :as including specifically Chapter 1502, Texas Goveii-1Ynent Code, as amended (the Act "), and the terns of the Base Ordinance and this Ordinance (as hereinafter defined), for the purposes set forth in this Ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRIST?, TEXAS: SECTION 1: Bonds Authorized. In order to provide funds for the purposes of (i) acquiring, purchasing, constructing, improving, repairing, extending, equipping, and renovating the System as described in the preamble hereof and (ii) paying the costs of issuance relating thereto, the City Council (the "Governing Body ") of the City, acting pursuant to the laws of the State of Texas, particularly the Act, has determined that there shall be issued and there is hereby ordered to be issued a series of revenue bonds to be designated "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy - Build America Bonds) ", in the principal sum of AND NO /100 DOLLARS (5 ) (the "Bonds"). As authorized by Chapter 1371, as amended, Texas Government Code, the Mayor of the City, the City Manager of the City, and the Interim Assistant City Manager for Administrative Services (each of the foregoing, individually, an "Authorized Representative ") are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule L The Bonds shall be issued i n :he principal amount, when combined with the principal amount of the Series 2010A Bonds (defined herein), not to exceed S , the maximum maturity of the Bonds will be July 15, 2045; and the net effective per annum interest rate shall not exceed a rate greater than 7.0% -?er annum calculated in a manner consistent with the provisions of Chapter 1204, as amended. Te,eas Government Code. Lastly. each Authorized Representative is authorized to selec= the i•:;,_ insurer and/or debt service resere fund surety provider, if any, with respect to the Bonds. _ Authorized Representative chooses to purchase a debt service reserve surety noiic\ or s- -;_i'a- re .it facility reiattna to the Bonds. then the :5! utho -'ze:i Representative shall be ,,:L _ : ?' :F e'. ': o e °s :e_ute.�rt insurance or similar reimbursement agreement in substantially the foi r .A attache:: L . �i b t A (N ' G form is hereby approved) in connection with such ° rche_ e. T __ _ _ _ec. L.ic'n of the Applo va l Ce tifcate evidence the sale date of the Bonds -l: - "`- _ .. .,'1 �,•s ; d :f re. nerein� in :c as _: .:.r:- aL..arda -nce he provisions of Chapter 71. foregoing prod "_2tons the Bonds shall Bonds have i een rated oy a nationally - c of the four highest rating categc_ies Upon sec : for of the Approval O- dinanee .o reflect such final ter -___. r Z. ever, that izotIvithstanding the ._ _e__ ?_nisi detrvery the or so iti s '_'_1 one L v Chapter 1371. ter. -F �•- �:.` :.. "�Ci'.� d to i :Crl =7lete this SECTION 2: Dated Date. Denomination. and Stated Maturities: Redemption Option. The Bonds shall be issued as fully registered obligations, without coupons, totaling S in aggregate principal amount and be dated July 1, 2010. A. Denominations. and Stated Maturities. The Bonds shall be issued in denominations of Five Thousand Dollars (55,000) or any integral multiple (within a stated maturity) thereof (each, an "Authorized Denomination "), shall be lettered "R" and numbered consecutively from One (1) upward, The Bonds herein authorized to be issued shall bear interest on the unpaid principal amounts from the Closing Date or from the most recent interest payment date to which interest has been duly paid or provided and principal shall become due and payable on July 15 in each of the years and in amounts in accordance with the following schedule. Said interest shall be payable to the registered owner of any such Bond in the manner provided and on the dates stated in the FORM OF BOND attached to this Ordinance as Exhibit B. Stated Maturities 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2025 2036 2037 2038 2039 2040 Redernntion Provisions. 90JE326 i.4 Principal Amounts (S) Interest Rates ( %) -4- - 4 41— (1) Optional Redemption. The Bonds shall be subject to redemption prior to Stated Maturity, at the option of the City, on any date from the Closing Date through July 14, 20_, as a whole or in part, in principal amounts of S5,000 or any integral multiple thereof, at the Make -Whole Redemption Price. in addition, the City reserves the right to redeem the Bonds stated to mature on and after July 15, 20 whole or in part and in inverse order of Stated Maturity, on July 15, 20_, or on any date thereafter, in such order of stated maturity as the City shall determine and by lot or other customary method within a stated maturity at the redemption price of par plus accrued interest to the date of redemption. (2) Extraordinary Optional Redemption. The Bonds shah be subject to redemption prior to Stated Maturity, at the option of the City and upon the occurrence of an Extraordinary Event, on any date from the Closing Date through July 14, 20 , as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof, at the Extraordinary Redemption Price. (3) Notice of Redemption. At least thirty (30) days prior to the date any such Bonds are to be redeemed, a notice of redemption, authorized by appropriate resolution passed by the Governing Body, shall be given in the manner set forth below. A written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books (as hereinafter defined) kept by the Paying AgentlRegistrar. By the date fixed for any such redemption, due provision shall be made by the City with the Paying AgentiRegistrar for the payment of the required redemption price for the Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for such payment is made, all as provided above, the ponds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, shall not bear interest after the da_e fixed for their redemption, and shall not be regarded as being Outstanding except f.r the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent'Registrar out of the funds provided for s:ae-A payment. The Paying s gent!Registrar shall record in the Registration Boos ail such redemptions of principal of the Bonds or any portion thereof. If a portion of :-,._ -�� shall be redeemed, a substitute Bond or Bonds having the same stated date, bearing interest at the same interest rate, in any denomination or de-%G='_"inaTions aii7. integral multiple of 55,000, at the written request of the registered e w n:: a_:c aggregate principal amount eQuai to the unredeemed portion therei ° egistered owner •:.ion the sun-ender thereof for cancellation, at the e... - a_' as provided in this C'rdinance. SECTION ': Interest. The Bohr !s s1 -ci1 year interest en the ur.'=a' thereof at the per ar ---- rai::s shown above in Sec: ion L. computed on the b= year of twelve ".30-d.,•-.v -- ;c._..s and interest the -e:ln S al be payable semic_;ri'. and July l 5 of each year ai: -Interest Pc".i'Mcl -tt Date }, co en: fig while the Jells r== 'interest ..I Bond Issued and delivered are L �_ �:��. _:�� rest n ea.. po �., a 9'900 ='_r i.4 ti accrue from the latest Interest Payment Date that interest on such Bond (or the Bond which it substitutes) has been paid that precedes the registration date appearing on such Bond in the "Registration Certificate of Paying Agent /Registrar" (Section C of Exhibit B hereto), unless the registration date appearing thereon is an Interest Payment Date for which interest is being paid; in which case interest on such Bond shall accrue from the registration date appearing thereon and provided further that with respect to the initial payment of interest on a Bond, such interest shall accrue from the Dated Date. SECTION 4: Characteristics of the Bonds. A. Registration. Transfer. Conversion and Exchange: Authentication: Initial Bond. The City shall keep or cause to be kept at the designated trust office in Austin. Texas (the "Designated Trust Office ") of Wells Fargo Bank, National Association (the "Paying Agent /Registrar ") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books "), and the City hereby appoints the Paying Agent /Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and the Paying Agent /Registrar may prescribe; and the Paying AgentlRegistrar shall make such registrations, transfers, conversions and exchanges as herein provided. The execution of a "Paying Agent /Registrar Agreement ", in substantially the form attached to this Ordinance as Exhibit 0, is hereby authorized. The Direct Subsidy Account (as established and defined in the Paying Agent/Registrar Agreement) and the deposit, investment, accounting, and transfer of the Tax Credit shall be administered by the Paying AgentlRegistrar as set forth in the Paying Agent /Registrar Agreement. The Paying Agent /Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying AgentlRegistrar, but otherwise the Paying AgentlRegistrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assigiun.ents, transfers. conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORD! OF BOND. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Each Bond may be exchanged for fully registered bonds in the manner : er forth herein. Each Bond issued and delivered pursuant to this Ordinance. to the extent of the unredeemed principal amount thereof. may. upon surrender thereof at the Designated Tres_ Office of the F'ayina AgentlRegistrar. together : ';th a written r ez,uest therefor duiv execute:: the registered owner or the assignee or assignees there: f. or its or their duiv author zed attorneys or representatives with guarantee of signatures satisfactory tc the Pa-•,ing Gent /ifec-is.....__. w. the option of the registered l o ih n er or such assiggnee cr assignees. ap ti eprn t e, e WH n ze f0,7 fall} registered bonds, without interest co'..1poris. in the form presci-bed in the FOP7 r O. 4OND. in any Authorized Denomination (subject to the requirement hereinafter stateo that each substitute bond shall have a single stated maturity date), as reouested in writing by such registered owner or such assignee or assignees. in an aggregate principal amount equal to the siat3261.4 -6- -443— unredeemed principal amount of any Bond or ;ponds so sunTendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. if a portion of any Bond shall be redeemed prior to its scheduled maturity as provided herein., a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denomination at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender of such partially redeemed Bond for cancellation. If any Bond or portion thereof is assigned and transferred, each Bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall exchange or replace Bonds as provided herein, and each fully registered substitute Bond or Bonds delivered in exchange for or replacement of any Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Bond delivered in exchange for or replacement of another Bond prior to the first scheduled Interest Payment Date on the Bonds shall be dated the same date as such Bond, but each substitute Bond so delivered on or after such first scheduled Interest Payment Date shall be dated as of the Interest Payment Date preceding the date on which such substitute Bond is delivered, unless such substitute Bond is delivered on an Interest Payment Date; in which case it shall be dated as of such date of delivery; provided further, however, that if at the time of delivery of any substitute Bond the interest on the Bond for which it is being exchanged has not been paid, then such substitute Bond shall be dated as of the date to which such interest has been paid in full. On each substitute Bond issued in exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form set forth in the FORD/ OF BOND (the "Authentication Certificate "). An authorized representative of the Paying Agent /Registrar shall, before the delivery of any such Bond, date and manually sign the Authentication Certificate, and no such Bond shall be deemed to be issued or Outstanding unless the Authentication Certificate is so ex- ecuted. The Paying Agent /Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the Governing Body or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof: and the Paying Agent'Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, as amended, Texas Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar.. and, upon the execution of the .A.uthentication Certificate, the converted and exchanged Boni: shall be valid. incontestable, and enforce.able in the same :haver and •,-,-itl-, the same effect as the Bar: s which initially were issued and delivered pursuant to this Ordinnnce. approved by the v:o ?nev General (as hereinafter der_ned' and registered by b.r r`irip- oiler of Is .. _ - hereinafter defined). The Bonds shall be issued initial iv either (1.) Gs _ , eg_sterea Bond ia the aggregate principal amount of S with Pi` n_i1 ns,all ;pests to become due and payable as provided in Subsection 2.A. and numbered T -' i) as er_e (`) f�:':y register °d —444-- Bond 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 Bonds ") and in either ease, the Initial Bonds shall be registered in the name of the Purchaser or its designee. The Initial Bonds shall be the Bonds submitted to the Attorney General for approval and certified and registered by the Comptroller of Public Accounts. At any time after the delivery of the Initial Bonds to the Purchaser, the Paying Agent/Registrar, upon written instructions from the Purchaser, or its designee, shall cancel the Initial Bonds and exchange therefor definitive Bonds of authorized denominations, stated maturities; principal amounts, and bearing applicable interest rates for transfer and delivery to the registered owners named and at the addresses identified therefor, all in accordance with and pursuant to such written instructions from the Purchaser. or its designee, and such other inforn-iation and documentation as the Paying Agent/Registrar may reasonably require. B. Payment of Bonds and Interest. The City hereby further appoints the Paying Agent /Registrar to act as the paying agent for paying the principal of, premium, if any, and interest on the Bonds, all as provided in this Ordinance. The Paying Agent /Registrar shall keep proper records of all payments made by the City and the Paying Agent /Registrar with respect to the Bonds. C. In General. The Bonds (i) shall be issued in fully registered form, without interest coupons; with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on which shall be payable, and (viii) shall be administered and the Paying AgentlRegistrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND. The Initial Bonds are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paving Agent/Registrar shall execute the Authentication Certificate. D. Substitute Paving Agent1Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid, and any successor Paving Agent /Registrar shall be a bank, trust company, financial institution, or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent /Registrar. Lion any change (which shall be at the sole discretion of the Cite) in the Paying Agent/Registrar for the Bonds. the Cite agrees to promptly cause a writien notice thereof to be sent to each registered owner of the Bonds by United States mail, first. class nostace prepaid. which notice shall also �iT e the wdC=eS5 «� the new Paying Agent ezi 3ar[r . In a.:Ii ti ;:. he nreyious i' a ying . gent'Registrar i3rontptiv snail transfer and. deliver the egtrat :!r_ S ooi: for a copy thereof), along with all other pertinent books and records relating .L..o the 13:- Qom . t° the new Paving A. gentaegistrar designated and appointed by the City. By accenting the position , cl nerfot-ming as such, each Paying Agent'Registrar shall be deemed to have agreed to the provisions of this Ordinance. and a certified copy of this Ordinance shall be delivered To each P aying Agent/ Registrar. 90:lt326 i.4 -8- -445— E. Book Entry Only System. The Bonds issued in exchange for the Initial Bonds shall be initially issued in the form of a separate single fully registered Bond for each Stated Maturity of the Bonds. Upon initial issuance. the ownership of each such Bond shah be registered in the naive of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( "DTC "), and except as provided in Subsection F hereof, all of the Outstanding Bonds shall be reryisterer in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ( "DTC Participant ") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer 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 DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the issuer and the Paying Agent /Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of premium, if any, and interest on the Bonds only to or upon the order of the registered owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the is er's obligations with respect to payment of principal of, premium, if any, and interest on the Bends to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer 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 being mailed to the registered owner at the close of business on the Record Date (as defined in the FORM OF BOND), the words "Cede & Co." in this Ordinance shall refer to such new nominee. of DTC. F. Successor Securities Depository. In the event that the Issuer determines that DTC is a.pabie of discharging its responsibilities described herein and in the representation letter of Issuer to DTC in the fern attached hereto as Exhibit C and made a part hereof for a:_ :_oases (the "Representation Letter") or that it is in the best interest of the beneficial owners of ?e %e 6.s that they be able to obtain certificated Bonds, the issuer shall (i) "r'o of sf' c`_s.s Y.. a�, i_�,. a .�C_ . n.aanrities depository, qualified to aet as such under Section 17(a) of the Securities and Exchange ..act cf 1934. as amended., notify DTC and DTC Participants of the appointment of sue': is e:: cr securities depository and transfer one or more separate Bonds to such success ^_ c eposioryr or (ii) notify DTC and DTC Participants of the availability through DTC .o: rralnsfex one or :nc.:e separate Bonds to DTC Participants having Bends credited their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co.. as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transfen-ing or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. G. DTC Letter of Representations. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co.. as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 5: Form of Bonds. The form of all Bonds, including the form of the Authentication Certificate, the foma of Assignl-nent, and the fonn of the Comptroller's Registration Certificate (to be attached only to the Initial Bonds) shall be, respectively, substantially in the form attached hereto as Exhibit B, with such appropriate variations, omissions. or insertions as are permitted or required by this Ordinance. SECTION 6: Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise require, the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Section 30 of this Ordinance have the meanings assigned to them in such Section. A. The term "Account" shall mean any account created, established and maintained under the terms of any ordinance authorizing the issuance of Priority Bonds. B. The term "Accountant" shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. C. The tern "Additional Priority Bonds" shall inean the additional revenue bonds which the City reserves the right to issue in the future on a parity with the Previously Issued Priority Bonds and the Bonds. as provided in the Base Ordinance and this Ordinance. D. The term "Attorney General" shat! mean the Office of the Attorney Genera! of the State or Texas. E. The term "Authorized Denomination" shall have the meaning given such tel: Section 2 of this Ordinance. y ~ F The teen 'Average Ann ai Princir..al and interest Requirements" shall mean. That amount eQ'aat to the average annual principal and. interest requirements (unciLLGiii2 Installments) of Li Priority Outstancunt With respect o .Additional Ecnes t ."i bear interest at a rate which is not established at the time of :_S.Fuanc , at a _i:aie :ate. for each maturity of such series. Average n ! Principal and Interest �e i i •a n rr:-s sh calculated by (i) assuming that the interest rate for every 12 -month period on such bonds is eoual to 9.20% or (ii) using the highest numerical rc.te Lorne over the precedi E 24• month - no[ by such bonds. whichever is greater; provided. however, that if such bonds have not borne interest at a variable rate for such 24 month period. such rate shall be assumed to be "3.20% until such 9t32 c 1 -4 -10- -447— time as ho' :acs have been Outstanding for a 24. month period. In making such determinations, it shall be assumed. that the principal of such bonds is amortized •such that annual debt service is substantially level over the remaining stated life of such bonds. 0. The tern `Base Ordinance" shall Olean the ordinance authorizing the issuance of the Series 1994 Bonds, H. The tern "Bonds" shall have the meaning given such term in Section 1 of this Ordinance. L The term "Capital Additions" shall mean a reservoir or other water storage facilities, a wastewater treatment plant or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become. a part of the System. T. The term "Capital Improvements" shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. K. The term "Capitalized Interest Account" shall mean the Account by that name which may be created within the Debt Smice Fund. L. The terms "City" and "Issuer' shall have the meaning given such terms in the preamble. of this Ordinance. ?\4. The term "Closing Date" shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchaser. N. The term "Comptroller of Public Accounts" shall mean the Office of the Comptroller of Public Accounts of the State of Texas. 0. The term "Credit Facility" shall meann a policy of municipal bond insurance, a debt service i-eserve fund policy or surety bond or a letter or line of credit issued by a Credit Facility Provider in support of any Priority Bonds or Subordinated Obligations. r. The tern `Credit Facility Provider.' shall mean (i) with respect to any Credit Facility consistin. of a poi =cy of municipal bond : nsurance or a surety bond, an issuer of policies of insu_-a ee i=-_sni__g the ti -rely Davment cf debt service on governmental obligations such as the Fricrinv _..is, provided that a Rating _ gt.lcy =saving an outstanding rating on the Priority :3nne,s rate the Price :v Bonds filly insured by a standard policy issued by the issuer in its .i ghesi 4 ere is rating category for sue obligations; and (ii) with respect to any Credit Facility rs a ie e_ c- line of ° -..z.ncial institution, provided that a Rating Agency, _-at_i,g on the Bonds would rate the Priority Bonds in its two e . --a- . a :i- w:ego:i for st_., obl_it atin-is if the letter or line of credit nionosed to be _r!st antic__ se .-..T_'ed the timely navment of the entire principal amount of jre _er es' ~ :`cis and `_-e :_.e:eon. G_ i , "Debt ca ry ice shall have the meaning given sacra term. in Section 9 of R. The term "DTC" shall have the meaning given such term in Section 4 to this Ordinance. S. The term "Eligible Investments" shall mean those investments in which the City is authorized by law, including, but not limited to, the Public Funds Investment Act of 1987 (Chapter 2256, as amended. Texas Government Code), to purchase, sell and invest its funds and funds under its control, and with respect to the investment of proceeds of any Priority Bonds; guaranteed investment contracts fully collateralized by Government Obligations. T. The term "Engineer of Record" shall mean the independent engineer or firm at the time employed by the City to perform and cant' out the duties imposed on such engineer or firm by this Ordinance and having a favorable reputation nationally for skill and experience in the engineering of water, sanitary sewer and/or gas systems of comparable size and character as those forming parts of the System. U. The term "Extraordinary Event" shall mean the occurrence of a change to Sections 54AA or 6431 of the Code (as such Sections were added by Section 1531 of the Stimulus Act, pertaining to build America bonds) or any other law, administrative proceeding or regulation, pursuant to which the Tax Credit (as defined in the Paying Agent/Registrar Agreement) is reduced or eliminated. V. The term "Extraordinary Redemption Price" shall mean an amount equal to the greater of: (1) the issue price of the Bonds set forth in this Ordinance (but not less than 100% of the principal amount of the Bonds to be redeemed) or (2) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which the Bonds are to be redeemed, discounted to the date on which the Bonds are to be redeemed on a semi- annual basis, assuming a 360 -day year consisting of twelve 30 -day months, at the Treasury Rate, plus basis points, plus, in each case, accrued and unpaid interest on the Bonds to be redeerned to the redemption date. W. The tern "Fund" shall mean any fund created, established and maintained under the teletis of anv ordinance authorizing the issuance of Priority Bonds. X. The term "Government Obligatio ns" shall mean (i) with respect to anv Pre— i.o.usly issued Priority Bonds except the Series 2009 Bonds and the Series 2010 Bonds. obligations of the United States of America. including obligations the orincioal o'r an interest c which are unconditionally guarantee) . v the United States of America and (ii) with resne Series 2009 Bonds. the Series 2010 Bonds, tile Bonds. the. Series 2010.1-., 3on s. a'i'd Additional Priority Bonds hereafter issued by the City. (1) direct noncallabte obligations of the United SLateC inCiLLdi- gGb1_ C'L1 GA _.-at o naiti ona l L- rC nto v._by, the _ e liv:i :G tt.. America. or (2) nonca lable obligations of an agency or instr nnentaiity of the United States. including obligations that are unconditionally guarantee:1 or insure:_ by :lie age nom: :nst_ sir; entaiity and that, or the date the governing. body of the issuer adopts- proceedings authorizing the issuance of refunding bonds, are rated as to investment q alley,' by a nationally reco ized investment rating flnn not less than "AAJ" or its ecuiF'a1ent. or (3) noncallacle obligations of a state or an agency or a Count`,'. municipality, or othe_''O!itieal 46083281.= -1L- -449— subdivision of a state that have been refundea 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; provided, however; that in the event the term "Government Obligations' shall be used in such a manner other than with respect to the defeasance of Priority Bonds pursuant to Section 17 of this Ordinance, its meaning shall be erisistent with that specified in clause (i) above until such time as there are no longer Outstanding any Previously issued Priority Bonds (except the Series 2009 Bonds and the Series 2010 Bonds), which are excluded from the definition of Previously Issued Priority Bonds for purposes of this clause) and, thereafter, it shall have the meaning ascribed thereto in clause (ii). Y. The term "Gross Revenues" shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System, including the interest income from the investment or deposit of money in any Fund created or confirmed by this Ordinance or maintained by the City in cant- -ction with the System, other than those amounts subject to payment to the United States of America as rebate pursuant to section 148 of the Internal Revenue Code of 1986, as amended. Z. The term "Make -Whole Redemption Price" means an amount equal to the greater of (i) the issue price of the Bonds set forth in this Ordinance (but not less than 100% of the principal amount of the Bonds to be redeemed) or (ii) the sum of the present value of the remaining scheduled payments of principal and interest on the Bonds to be redeemed to the maturity date of such Bonds, not including any portion of those payments of interest accrued and unpaid as of the date on which the Bonds are to be redeemed, discounted to the date on which the Bonds are to be redeemed on a semi - annual basis, assuming a 360 -day year containing twelve 30 -day months, at the Treasury Rate plus ( ) basis points, plus accrued interest on the Bonds to be redeemed to the redemption date. AA. The terms `het Revenues of the System" and "Net Revenues" shall mean all Gross Revenues less Operating Expenses. BB. The term "Operating Expenses" shall mean the expenses of operation and inaintenarrce of the System, including a;i sal i s; _ agar, ma.terials, repairs, and extensions necessary to render efficient service; provided. however, tha: only such repairs and extensions, as in the judgment of the City, reasonably aria : airy exercised by the passage of appropriate ordinance.•, are necessary to render adecuLe •.ich as might be necessary to meet Borne physical accident or condition Ivhicb vcould ciherwis..e any Priority Sends. Operating Expenses shall include the purchase of and gas services as receives from other entities and the expenses related thereto extent permitted by law, Operating Expenses may include payments niade on or in "es_ ect 'r y and inainta?riin2 a„`, Credit _Facility Depreciation, and payments from the C `. -:..nd s established :is Ord_na ?ice, shall never be oonridered as expenses o_ e..:.. -__- CC. The to - i "Outstandir- Goncis theretofore issued and deiiverei (1) those Priority Bonds theretofore canceled by the respective paying agents for such Priority Bonds or delivered to such paying agents for cancellation; (2) those Priority Bonds for which payment has been duly provided by the City by the irrevocable deposit with the respective paying agents for such Priority Bonds of money in the amount necessary to fully pay principal of, premium, if any, and interest thereon to maturity or redemption, if any, as the case may be, provided that, if such Priority Bonds are to be redeemed, notice of redemption thereof shall have been duly given pursuant to the ordinance authorizing the issuance of such Priority Bonds, irrevocably provided to be given to the satisfaction of such paying agents, or waived; (3) those Priority Bonds that have been mutilated, destroyed, lost, or stolen and for which replacement bonds have been registered and delivered in lieu thereof; and (4) those Priority Bonds for which the payment of principal thereof; premium, if any; and interest thereon to Stated Maturity or redemption has been duly provided for by the City by the deposit in trust of money or Government Obligations, or both. DD. The term "Paying Agent /Registrar" shall mean the financial institution specified in Section 4.A of this Ordinance; or its herein - permitted successors and assigns. EE.The term "Pledged Revenues" shall mean (1) the Net Revenues, plus (2) any additional revenues. income, receipts, or other resources, including, without limitation, any grants, donations; or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged to the payment of the Priority Bonds. FF. The term "Previously Issued Priority Bonds" shall have the ?meaning given said term in the preamble to this Ordinance. GO. The term '`Priority Bonds" shall mean the Previously Issued Priority Bonds. the Bonds. the Series 2010A Bonds, and ai_Y Additional Priority Bonds. HH. The tern-! "Prudent utility Practice" shall mean any of the practices, methods and acts, in the exercise of reasonable judgment. in the light of the =acts. including but not limited. tc the practices, methods and acts engaged in or approveo by a sigrlincant portion of me riai is ii; ustry prior thereto, 1nc- at the time the decision , as made. _ � u - �:e _ expected- to accomplish the desired result at the lowest reasonable cost consistent with re==e_ safety and expedition. It is recto sized that Prudent Utility Practice is not inencied .c be to the optimum practice, method or aet at the exclusion of l others. ,u` rather Q <rui possible practices, methods or acts which could. have been expected to accorn fish the desi e i result at the lowest reasonable cost consistent with reliability. safety and expedrition, in the case of any facility included h the System which is owned in common with one or more other 9O 3261.4 - 14 — 4 5 1 — entities, the term "Prudent Utility I ractrce , as applied to such facility, shall have die meaning set for .h in the agreement governing the operation of such facility. II. The term "Purchaser" shall have the meaning given such terra in Section 25 of this Ordinance. JJ. The terns "Rating Agency' shall mean any nationally recognized securities rating agency which has assigned a rating to the Priority Bonds. KK. The term "Required Amount" shall have the meaning given such term in Section 10 of this Ordinance. LL.The term "Reserve Fund" shall have the meaning given such term in Section 13 of this Ordinance. MM. The term "Reserve Fund Obligations" shall mean cash, Eligible investments, any Credit Facility, or any combination of the foregoing. NN. The term "Series 1990 Bonds" shall mean the 564,560,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 1990, authorized by the ordinance adopted by the City on November 15, 1990; the term "Series 1999 Bonds" shall rrtcan the 547.740,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds Series 1999, authorized by the ordinance adopted by the City on May 11, 1999; the term "Series 1999 -A Bonds" shall mean the 515.750,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999 -A, authorized by the ordinance adopted by the City on April 20, 1999; the terra "Series 2000 Bonds" shall mean the S34,740,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000, authorized by the ordinance adopted by the City on May 11, 1999 (as amended by ordinance adopted on June 15, 1999); the term "Series 2000 -A Bonds" shall mean the 542.520.000 City of Corpus Christi, Texas Utility System Revenue Refunding Bends. Series 2000 -A, authorized by the ordinance adopted by the City on September 19, 2000; the tern `Series 2002 Bonds" shall mean the 592,330,000 City of Corpus Christi, Texas Utility System Revenue Ref aridng and improvement Bonds, Series 2002, authorized by the ordinance adopted by the Ciy on August 20. 2002: the term "Series 2003 Bonds" shall :dean the 528.870.000 City of Co_ es Texas Utility System Revenue Refunding Bonds, Series 2003, authorized by the .,rdir and..: adopted by the City on March 25. 2003: the term "Series 2004 Bonds" s` all ___ear the 550.000,000 City of Corpus Christi, Texas Utility System Revenue Refi riding anc 17- nro--•e_ne;_: Bonds, Series 2004 authorized by the ordinance adopted by the Cite on Jtt'__ 3. 213.4: tile t_- -x_- "Series 2005 Bonds" shall rnean the 570,390,000 City of Co bias Christi. :'e,.aE- Revenue Refunding Bonds, Series 2005, authorized by the ordinance adopte? t':= December 21 2034: the t - :-3 Series 2005A Bonds' s ai mea=l the S68,325,000 Christi, Texas Utility S: ste :"n Revenue Refunding Bonds, Series 2005A, ordinarce adopted h • the City en Au_rust 33. 2005• _,e to -_z "Series 2006 Sands" S84,415,000 City cF Cc_ a ` Syste._ n 1e µ1dn ti �_� p s 2 06 z the zdor :e. the City S ems•- -.}, Bonds. rte- �0.. ��tror�.� .L G << t - -� ordinance �ti� t__e _tt� on .�... }z� :_ __ -- -. _... - - -c. tern Series 2009 C1C;s the C:96,43'0,003 City of CG_ -puc s Syste_1 Revenue Se. -es 2009, autho :-ized by the oral_ a :ice _... _.— —4 5 2 -- City on February 24, 2009, the tear. "Series 2010 Bonds" shall mean the 58.000.000 Cite of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010, authorized by the ordinance adopted by the City on March 9, 2010, and the term "Series 2010A Bonds" shall mean the S City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A, authorized by the ordinance adopted by the City concurrently with its adoption of this Ordinance on June 22, 2010. 00. The term "Subordinated Obligations" shall mean any bonds, notes, or other obligations issued pursuant to law payable in whole or in part from the Pledged Revenues but subordinate to the Priority Bonds, which includes the Series B Commercial Paper Notes. PP. The term "System" shall mean and include, for so long as the Previously Issued Priority Bonds (except for the Series 2010 Bonds, which are excluded from such definition for this purpose) remain Outstanding or until consents from the Holders thereof permitting an amendment to the applicable authorizing ordinances providing for an earlier date of effectiveness are secured, the City's existing combined waterworks system, wastewater disposal system and gas system; together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law, storm sewer and drainage within the waterworks system, and all replacements thereof; thereafter, the tern "System" shall mean and include the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law (and to be added at the sole discretion of the City), solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise services, and all replacements, additions, and improvements to any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the terra System shall not include any waterworks, wastewater or gas facilities which are declared by the City not to be a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of "Special Facilities Bonds ", w=hich are hereby defined as being special revenue obligations of the City which are not secured by or payable from the Pledged Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System. unless and to the extent otherwise provided in ordinance or ordinances authorizing the issuance of such '`Special Facilities Bonds", QQ. The term "System Fund" shall have the meaning given such term in S ct this Ordinance. RR. The ter_T! "Treasury Rat -" s aI mean. witlz respect o 21='' 2.71 particular Bond. the yield to maw-city as cf suob redemption date of :Liter S_ate_. "eas securities with a constant maturity (as compiled and ivubi'shed Reserve Statistical Release H.15 (4;19) that has become nu. li t`:' available EI ! °mac.; !WC. "0,„c",.ne5,, days prior to the redemption date ;excluding. ___t-la-Lion indexed securities) (or. if such S st"s ioai Release is no longer published. any publicly available source of similar iriariset data:: most nea :v equal to the period from the redemption date to the maturity date of the Bond to be :edeeme'a: provided. however. that if the period from the redernptioo date to such, maturity dale is less _hat 90U5?25i= _3F_ -453 -� one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. SS. The term "Value of investment Securities" and words of like import shall mean the amortized value thereof; provided, however, that all United States of America, United States Treasury Obligations- -State and Local Covemmcnt Series shall be valued at par and those obligations which are redeemable at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations made under this paragraph shall include accrued interest on the investment securities paid as a part of the purchase price thereof and not collected. For the purposes of this definition, "amortized value ", when used with respect to a security purchased at par, means the purchase price of such security. TT.The term "Year" shall mean the regular fiscal year used by the City in connection with the operation of the System; which may be any twelve consecutive months period established by the City, currently being the period of time beginning on August 1 and ending on July 31. SECTION 7: Pledge. A. Pledged Revenues. The Priority Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues including such revenues within the System Fund and the Funds hereinafter created in this Ordinance; and the Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service Fund and the Reserve Fund as hereinafter provided. The Priority Bonds are and will be secured by and payable only from the Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties, whether real, personal, or mixed, constituting the System. B. Security Interest. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of the Pledged Revenues granted by the City under Subsection A of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are Outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, as amended, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Co_ _nerve Code and enable a filing to perfect the security interest in said pledge to cccla. SECTION 8: Svste.n Fund. There has heretofore been created and established arid there shall be maintained on the books of the City, and accounted for separate and apart from all other funds of the City, a special fund entitled the 'City o;_ Co us Christi L'`;;,`y System -und (`_'_e "System Fund "). All Gross Revenues shall be credited to the System Fund in-mediat&v u:. cn receipt. All Operating Expenses shall be paid =ro_n such Cress F,evenues credited to the s ern Fund as a first charge against same. 54— SECTION 9: Debt Service Fund. A. Debt Service Fund Established. For the sole purpose of paying the principal amount of premium, if any, Amortization Installments, if any, and interest on all Priority Bonds, there has heretofore been created and established and there shall be maintained on the books of the City a separate fund entitled the "City of Corpus Christi Utility System Revenue Bonds Debt Service Fund" (the "Debt Service Fund "). Money in the Debt Service Fund shall be deposited and maintained in an official depository bank of the City. B. Capitalized Interest Account. Within the Debt Service Fund there may hereafter be established a Capitalized Interest Account. The proceeds of Priority Bonds representing capitalized interest may be deposited into the Capitalized Interest Account. On or before the day next preceding any interest payment date of Priority Bonds or other obligations for which any interest has been capitalized, the City shall use the money in the Capitalized Interest Account to pay such interest on such Priority Bonds or other obligations to the extent of the amounts therein representing such capitalized interest. C. Surplus Proceeds. Effective at such time as the Previously Issued Priority Bonds are no longer Outstanding, the City may transfer excess amounts held in the Debt Service Fund to any fund or funds established for the payment of or security for the Priority Bonds (including any escrow established for the final payment of any such obligations pursuant to Chapter 1207, as amended, Texas Government Code) or use such excess amount for any lawful purpose now or hereafter provided by law; provided, however, to the extent that such excess amount represents bond proceeds, then such amount must remain in the Debt Service Fund. SECTION 10: Reserve Fund. A. Reserve Fund Established. There has heretofore been created and established and there shall be maintained on the books of the City a separate fund entitled the "City of Corpus Christi Utility System Revenue Bonds Reserve Fund" (the "Reserve Fund"). There shall be deposited into the Reserve Fund any Reserve Fund Obligations so designated by the Cite. Reserve Fund Obligations in the Reserve Fund shall be deposited and maintained in an official depository bank of he City. Reserve Fund Obligations in the Reserve Fund shall be used solely for the purpose of retiring the last of any Priority Bonds as they become due or paying pincipa: of and interest on any Priority Bonds when and to the extent the amounts in the Debt Service Fund are insufficient for such purpose. The Reserve Fund shall be maintained in an amount equal to the Average Annual Principal and interest Requirements of the Ou :standing Bonds after giving consideration as an offset to debt service the receipt or anticipated r A Tax Credit or similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax credit bonds (the "Recuir ed =t mount fl. The City rnav . at its o ption, transfer to the System Fund, c.. si`ni:� in the. reC E : ` ;id over the :K,t_ire: f 1''ithurr B. Credit Faci transferred to the System Fund; provided, however, that the face amount of any Credit Faci maybe reduced at the option of the City in lieu of such transfer. C. Withdrawals. If the City is required to make a withdrawal from the Reserve Fund for any cf the purposes described in this Section; the City shall promptly notify any applicable Credit Facility Provider of the necessity for a withdrawal from the Reserve Fund for any swh purposes, and shall make such withdrawal FIRST from available money or Eligible Investments then on deposit in the Reserve Fund, and NEXT from a drawing under any Credit Facility to the extent of such deficiency. D. Deficiencies. In the event of a deficiency in the Reserve Fund, or in the event that on the date of termination or expiration of any Credit Facility there is not on deposit in the Reserve Fund sufficient Reserve Fund Obligations, all in an aggregate amount at least equal to the !?- equired Amount, then the City shall satisfy the Required Amount by depositing Reserve Fund Obligations into the Reserve Fund in monthly installments of not less than 1/60 of the Required Amount made on or before the 10th day of each month following such termination or expiration. E. Redemption: Defeasance. In the event of the redemption or defeasance of any Priority Bonds, any Reserve Fund Obligations on deposit in the Reserve Fund in excess of the Required Amount may be withdrawn and transferred, at the option of the City, to the System Fund, as a result of (i) the redemption of any Priority Bonds, or (ii} funds for the payment of any Priority Bonds having been deposited irrevocably with the paying agent or place of payment therefor in the manner described in any ordinance authorizing the issuance of Priority Bonds, the result of such deposit being that such Priority Bonds no longer are deemed to be Outstanding under the terms of any such ordinance. F. Reimbursement of Credit Facility Provider. In the event there is a draw upon a Credit Facility, the City shall reimburse the Credit Facility Provider for such draw, in accordance with the terns of any agreement pursuant to which the Credit Facility is issued, from Pledged Revenues; provided, however, such reimbursement from Pledge. Revenues shall be subordinate and junior in right of payment to the payment of principal of and premium, if any, and interest on he Priority Bonds. C. Additional Priority Bonds. Upon the issuance of Additional Priority Bonds the money in the Reserve Fund shall be increased to the newly- established Required Amount in accerdsar'e with the provisions of Section 18 of this Ordinance. S COTTON Subordinated Obligations Funds and Accounts. The City hereafter rriov . u _ � _� 11: Suba. dirate�. establish and maintain on the books of the City separate funds and accounts from: : 0 7y oEri be withdrawn to pay the p:in.cipal of and interest on Subordinated Obligations whici= be issued. E C T ION 12: inves.tnaents. Monev any Fund established pursuant to this O d''=a__: e t.ne. Option of the City. be r.iaced or invested in Eligible investments. Money n_ Fund shall not be invested in securities wi=ll an average aggregate weighted rnaturits, than n sere: years. If money in a Fund herein established are permitted to be invested, t: e iu : - such Fund shall be established by adding the money therein to the value : _ Investment Securities. The value of each such Fund shall be established annually during the last month of each Year, and in addition thereto and with respect to the Reserve Fund, value shall be established within thirty days prior to the issuance of Priority Bonds and at the time or times withdrawals are made therefrom. Such investments shall be sold promptly when necessary to prevent any default in connection with the Priority Bonds. Earnings derived from the investment of money on deposit in the various Funds and Accounts created hereunder shall be credited to the Fund or Account from which money used to acquire such investment shall have come. SECTION 13: Funds Secured. Money in the System Fund and all Funds created by this Ordinance, to the extent not invested, shall be secured in the manner prescribed by law for securing funds of the City. SECTION 14: Flow of Funds. Ail money in the System Fund not required for paying Operating Expenses during each month shall be applied by the City, on or before the 10th day of the following month, commencing during the months and in the order of priority with respect to the Funds and Accounts that such applications are hereinafter set forth in this Section. A. Debt Service Fund. To the credit of the Debt Service Fund, in the following order of priority, to -wit: (1) such amounts, deposited in approximately equal monthly installments, commencing during the month in which the Priority Bonds are delivered, or the month thereafter if delivery is made after the 10th day thereof, as will be sufficient, together with other amounts, if any, in the Debt Service Fund available for such purpose (including specifically money on deposit in the Capitalized Interest Account, if any, and the Direct Subsidy Account (defined in the Paying Agent/Registrar Agreement) dedicated thereto), to pay the interest scheduled to come due on Priority Bonds on the next succeeding interest payment date; (2) such amounts, deposited in approximately equal monthly installments, commencing during the month which shall be the later to occur of (I) the twelfth month before the first maturity date of Priority Bonds or (ii) the month in which Priority Bonds are delivered, or the month thereafter if delivery is made after the 10th day thereof. as will be suf ficient, toaerner with othe • amounts. if any, in the Debt Service Fund a , ailable for such purpose, to pay the principal scheduled to mature on Priority Bonds or the ii es succeeding principal payment date; and (3) Amortization Installments, Tents, iin such arnourns and on such dates as s':: fon.. In a''y ordinance authorizing a series of Priority Bonds which contain Terra Bones such series, to pay scheduled principal amounts of Priority Bonds which constitute T .., -- Boinds to: be redeemed in acccirdan.r 4; it_ the. ten's:s of said ordinance. �` esery Fund. T l 'e re±t the : n e:. such arnoun'ts. d.en �. _ _ -e. _ � the L_ , t _ _ �__e Reserve ,,� _ _ an ro Ii aiely !°!onthi \' 'nstalirnents. cOi'1_ -r e -1cL_' d r1-?r• the 'TO'_1t"i in which the Bonds are delivered, or the month thereafter if delivers' is made after the 0%h day :hereof.e uai to not less than 1;60 of the Required Amount, until such tirne as such amounts together -6,ith other amounts, if any, in the Reserve Fund. equal the Required. A_nount. When and so long as 900S3261.4 —457— the Reserve F =und Obligations in the Reserve Fund are not less than the Required Amount, no deposits need be made to the credit of the Reserve Fund. When and if the Reserve Fund at any time contains less than the Required Amount due to any cause or condition other than the issuance of Additional Priority Bonds then, subject and subordinate to making the required deposits to the credit of the Debt Service Fund, commencing with the month during which such deficiency occurs, such deficiency shall be made up from the next available Pledged Revenues or from any other sources available for such purpose. Reimbursements to a Credit Facility Provider made in accordance with the terms of Subsection 1O.F of this Ordinance shall constitute the making up of a deficiency to the extent that such reimbursements result in the reinstatement, in whole or in part, as the case may be, of the amount of the Credit Facility. If the Reserve Fund contains less than the Required Amount due to the issuance of Additional Priority Bonds, deposits shall be made to the Reserve Fund commencing during the month and in the amounts required by Subsection 18 of this Ordinance, unless a Credit Facility is deposited in the Reserve Fund in an amount necessary to cause the sum cf money and the value of Investment Securities and any ether Credit Facilities in the Reserve Fund to equal the Required Amount. C. Surplus. The balance of any money remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, including, but not limited to, Subordinated Obligations, and for any other lawful purpose; provided, however, that transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Year. SECTION 15: Deficiencies. if on any occasion there shall not be sufficient Pledged Revenues to make the deposits and other applications of money required by Section 14 with respect to the various Funds as provided therein, any such deficiencies shall be made up (in the order that each such Fund is provided for in Section 14) as soon as possible from the next available Fledged Revenues, or from any other sources available for such purpose. The foregoing notwithstanding, however, if any deficiency in the Reserve Fund occurs as a result of vvithd -a v .'als therefrom or decreases in the market value of Eligible Investments on deposit therein, such deficiency- will be grade up from the next available Pledged Revenues within twelve months from the date of such deficiency is determined, with such deposits to the Reserve Fund to be -Wade in not more than twelve substantially equal monthly payments. 16: Pa•. ;pent of Bonds. C :n or before the first scheduled Interest Payment Date. and en or he cre each interest paynnent date and principal payment date thereafier while an c f .. _e _ . _ r...v Y ••on; s are Ou Brandin_ and unpaid, the City shall make available to the paying agent t Le . out of the Det„t Service Fund (arid the other Funds, if necessary, n the order of r,`r- its' C " ? heIein) money s if=icient n.ay such interest on and such principal a nount of the as shall b ro '_? e due and mature on such dates, respectively, at maturity or by ceder _- _. •at -, The Fayina '_• gent.'Registrar. or the bond registrar for eacl" _ � for each series sna :_ a_.! paid P dolts onds. as annlicable, and furnish the City with an o: C r -ti.- . -t Cr ez-um r Cb! nations. be deemed to be raid, retired and no longer when payment of the n a 7o "Fit of. redemption premium, if any, on such Priority Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made in accordance with the terms thereof or (ii) shall have been provided for by irrevocably depositing with. or making available to, a paying agent (or escrow agent) therefor, in trust and irrevocably set aside exclusively for such payment, in accordance with the terms and conditions of an agreement between the City and said paying agent (or escrow agent), (1) money sufficient to make such payment or (2) Government Obligations, certified by an independent public accounting firm of national reputation, to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of such paying agent pertaining to the Priority Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for (and irrevocable instructions shall have been given by the City to the paying agent of such bonds to give notice of such redemption in the manner required by the ordinance or ordinances authorizing the issuance of such bonds) to the satisfaction of such paying agent. Such paying agent shall give notice to each registered owner of any Priority Bond that such deposit as described above has been made, in the same manner as described in Section 2.B of this Ordinance. In addition; in connection with a defeasance, such paying agent shall give notice of redemption, if necessary; to the registered owners of any Priority Bonds in the manner described in such Priority Bonds and as directed in the redemption instructions delivered by the City to such paying agent. At such time as a Priority Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or a lien on and pledge of the Pledged Revenues, and shall be entitled to payment solely from such money or Government Obligations. If for any reason, at any time, the cash balances on deposit or scheduled to be on deposit with the Paying Agent /Registrar or authorized escrow agent for the purpose or purposes described above shall be insufficient to accomplish the purpose or purposes for which such deposit was made, then the City shall timely deposit with the Paying AgentlRegistrar or authorized escrow agent (as applicable), from lawfully available funds of the City, additional funds in the amount of such insufficiency; provided, however, that this continuing obligation of the City shall not affect the termination, discharge, and satisfaction of the lien on and pledge of the Pledged Revenues and all other covenants, agreements, and obligations of the City to the Holders occurring upon the deposit of money and'or Government Obligations, in the amounts specified in the preceding paragaph, with the Paying Agent/Registrar or authorized escrow agent to accomplish the economic defeasance of the subject Bonds. Notwithstanding ant other provision of ±is Ordinance tc the contrary. nro \'loeo that any determination not to redeem defeaser Bonds that is trade in f-cr4unction. the payment a -T augemerits specified i,_ subsection (i) nr r t y above y h-11 "-;e T-o+ o g 1 f iy the c !i ZY ti r such ea Banc e the C_tY ri' -ess � tide -hat: ,) n � pra e inns L_c��i i.ia for s defeasance, the T the right to call :he deieasec.. B rdc b reaernptlo : gives notice of the nt to the .,v•iieTS of the defeased Ec dr x me aatel ' folloiv_ing the. defeasa_ oe: notice of the reservation b included e: - any _ e,dei'nption novices that it atitalcd-ize,.: time of he redemption, sat'S e.- the Co•r:Cations of or :: above v,'i h _esb �c. s-,.101-, .��feas•e debt as though it was being defeased h I of the exercise o f the v o e at the time ❑ r �. � 4 �J�ti�__ rc..� defeased Bonds, alter taking the redemption into account i-^ dete.rmini !g the sufficiency of thr provisions made for the payment of the defeased Bonds. 900g3261.4 -2?- -459— B. Governrr,ent Obligations. Any money so deposited with a paying agent (or escrow agent) may, at the direction of the City, also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from all Government Obligations in the hands of the paying agent (or escrow agent) pursuant to this Section which is not required for the payment of the principal of such Pricrity Bonds; the redemption premium, if any, therefor; and interest thereon, with respect to which such money has been so deposited, shall be remitted to the City for deposit into the System Fund. C. Payment of Priority Bonds. Except as provided in Subsection B of this Section, all money or Govermnent Obligations set aside and held in trust pursuant to the provisions of this Section for the payment of the principal of such Priority Bonds, the redemption premium, if any, therefor, and interest thereon, shall be applied solely to and used solely for the payment of such Priority Bonds, such redemption premium, if any, and interest thereon. SECTION 1 8: Issuance of Additional Priority Bonds. A. Reservation of Right to Issue Additional Priority Bonds. Subject to the provisions hereinafter appearing as conditions precedent which must first be satisfied, the City reserves the right to issue, from time to time as needed. Additional Priority Bonds for any lawful purpose relating to the System. Such Additional Priority Bonds may be issued in such form and manner as now or hereafter authorized by the laws of the State of Texas for the issuance of evidences of indebtedness or other instruments, and should new methods or financing techniques be developed that differ from those now available and in normal use, the City reserves the right to employ the same in its financing arrangements provided only that the same conditions precedent herein required for the authorization and issuance of Additional Priority Bonds are satisfied. B. Debt Service Fund and Reserve Fund: Funding Reserve Fund. The Debt Service Fund and the Reserve Fund confirmed by this Ordinance shall secure and be used to pay all Additional Priority Bonds hereafter issued. Upon the issuance and delivery of Additional Priority Bonds, the additional amount required to be deposited in the Reserve Fund shall be so accumulated by the deposit in the Reserve Fund c all or any part of said required additional amount in cash immediately after the delivery of such Additional Priority Bonds. or, at the option of the City. (i) by the deposit of said eau :ed additional amount (or any balance of said required additional amount not deposited i r ca_li as aer:-n itted above) in a prc dinate1v enuaI monthly installments, made on or before the I 1i:: day cf each month follov-ing the delivery of such Additional Priority Bonds, of not less __'_an _' ' J0th of said required additional amount ( r 1/60th of the balance of said required add o-r a! a-- -toy 2 -nt not deposited ;r cash _ above) or or iii) by the si di t:: r= ...,. i combination deposit_ I _ t.le de rJ t of a Credit tae -- __ -•'i, _ -- i_: Cr _ _. GJm�]i`.,. -iC�il � .. -. ��,�_�� :described in clause (i) above, is sufficient '. S?:_ le ec er additional unhurt '.o be Oil deposit in the Reserve Fund. C. Calculations. All calc._._-_ °c: dire% i en.s .lace p rsu Oat to his . en:Li ._ Additional . riori,.v Bonds then Nr ncsed L al LI:crest n as cf and _°....-1 ._r - __l� :.-,7F,CTiCiN i ?: Further Peen ir': _e _. _ :. _ ...- A. Conditions Precedent for Issuance of Additional Priority Bonds - General, As a condition precedent to the issuance of any Additional Priority Bonds, the City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Pledged Revenues and (ii) that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Pledged Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Priority Bonds, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Priority Bonds. B. Conditions Precedent for Issuance of Additional Priority Bonds - Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Priority Bonds will not be issued for the purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection C. D or E of this Section) unless and until the conditions precedent in Subsection A above have been satisfied and, in addition thereto, the City has secured a certificate or opinion of the Accountant to the effect that, according to the books and records of the City, the Net Earnings (as hereinafter defined) for the preceding Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Priority Bonds is adopted are at ]east equal to 1.25 times the Average Annual Principal and Interest Requirements for all Outstanding Priority Bonds after giving effect to the Additional Priority Bonds then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Priority Bonds may not be issued for the purpose of financing Capital Improvements when other Outstanding Priority Bonds which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Priority Bonds has been provided for at least the twelve months subsequent to the date of issuance of the Additional Priority Bonds then Proposed to be issued. unless the conditions precedent in Subsection A above have been satisfied and. in addition thereto. the City has either (1) complied with the relevant conditions in this Subsection as set forth above. or (2) if the relevant conditions of this Subsection B as set forth above car mot be satisfied. the City has satisfied the conditions precedent in Subsection C(i) and (i=) of zhi, Section (but, for purposes of such clauses. the teem Capita: Improvements shall be substituted '=o_' the term Capital Additions where the terra Capital Additions atmears therein 'o the e`•_te_': necessary to give recognition_ to the fact that Capital improvements. rather tar Ca7-ta1 Additions. are then to tae f'ranced) and has secured a oe_tiflcate er ^riniyn o the the effect that. according to the books and __Lords of the C_ty, the Net E.a-n_ p-s for the F_ Year o for i2 consecutive months can ` !he 15 ci_ s � reced'lG rlje _ -- �� -' "-- -- -" ordinance auThorizinfi the Additional ? i V.' .` Bonds is Gdc .r `ed are a` leas eoLV QI - the A erag,e Aitiva1 r i gal c .. T -- . R Q L ire eat j - t t4 _di Frio v (other than any Pro: -ir : Bonds issued 'b Ca ital zdditicris , ._ 1 OLTitalizaci interest been provided for at least the twelve months subsequent to the date of issuance of the �.dditionai Priority Bonds proposed to be issued) afte givir g effect to the Priority Bonds then Lrcposed, 9 OS3261 —461 C. Conditions Precedent for Issuance of Additional Priority Bonds - CanitLI Additions: Initial Issue, The City cove::arts and agrees that Additional Priority Bonds will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection A above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection B above are satisfied or, in the alternative, the City shall have obtained: (i) from the Engineer of Record a comprehensive Engineering Report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Years after the date the Capital Addition becomes commercially operative, and (B) conclude that (1) the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of the Engineer of Record to the effect that, based on the Engineering Report prepared for each Capital Addition, the projected Net Earnings for each of the five Years subsequent to the date the Capital Addition becomes commercially operative (as estii-nated in the Engineering Report) will be equal to at least 1.25 times the Average Annual Principal and Interest Requirements for Priority Bonds then Outstanding or incurred and all Priority Bonds estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the fin ;;t series of obligations for the Capital Additions is to be delivered through the fifth Year subseauert to the date the Capital Addition is estimated to become commercially operative. D. Completion Issues. Once a Capital Addition has been initiated by meeeing the conditions precedent specified in Subsection CO) and (ii) above and the initial Priority Bonds issued therefor are delivered, the City reserves the right to issue Additional Priority Bands ti finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection C(i) and (ii) or Subsectio =_1 B cf this Section but subject to satisfaction of the following conditions precedent: (i) the City nia:a-,s a forecast (the "Forecast ") of the operations of the System demonstrating the System's pay all obligations, payable from the Pledged Revenues of tile System to be Outstaici ng issuance of the Additional Priority Bonds then being issued for the period (the "Forecast of each ensuing Year ti- n-ough. the fifth Year subsequent to tile latest estimated elate fir : 1apitire Addition is expected to be commercially operative: and (ii) the engineer of Record Forecast and executes a per ?ioa° to the e fe _ that (A su.ch Forecast is reasor ab e. :• i thereon (and such other _acicrs deemed to he relevant), the Pledged Revenues of ti=p be adequate to pair ail ._. . _ tr ic:i �dt'a ' f-ora the Pledged Revenues _ tf1= Outstanding after the issuance L f the Additional priority Bonds then being issue Per!od and (3) the ','rcoee s -cm the sale of sure_; A Do=t ;anal Pi iority Bonds are sufficient to cori-ml to [_m: 's tin E. Refunding Issues. The City reserves the right to issue refunding bonds to refund all or any part of the Outstanding Priority Bonds (pursuant to any law then available), upon such terms and conditions as the governing body of the City may deem to be in the best interest of the City and its inhabitants, and if less than all such Outstanding Priority Bonds are refunded. the conditions precedent prescribed in Subsection A and B of this Section shall be satisfied and the Accountant's certificate or opinion required by Subsection B shall give effect to the issuance of the proposed refunding bonds (and shall not give effect to the Priority Bonds being refunded following their cancellation or provision being made for their payment). In addition, the City reserves the right to refund all or any part of any other obligations of the System, upon such terms and conditions as the Governing Body of the City may deem to be in the best interest of the City and its inhabitants, provided that the conditions prescribed in Subsection A and B of this Section shall be satisfied. No Accountant's certificate otherwise required by Subsection B will be required for refunding bonds, after giving effect to such proposed refunding, if there is no increase in debt service for any Year in which there will be debt service on Priority Bonds Outstanding both before and after such refunding. F. Computations: Reports. With reference to Priority Bonds anticipated and estimated to be issued or incurred, the Average Annual Principal and Interest Requirements therefor shall be those reasonably estimated and computed by the City's Director of Financial Services (or other officer of the City then having the primary responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a Tax Credit or similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly - scheduled debt service of the series of Priority Bonds to which it relates. In the preparation of the Engineering Report required in Subsection C(i) above, the Engineer of Record may rely on other experts or professionals, including those in the employment of the City, provided such Engineering Report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Priority Bonds for Capital Additions, the certificate of the City's Director of Financial Services and Engineer of Record, together with the Engineering Report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. G. Combination Issues. Priority Bonds for Capital Additions may be combined in single issue with Priority Bonds for Capital Improvements or for any lawful purpose provides the conditions precedent set forth in Subsection B through E are complied with as the same relate to the appropriate purpose. H. Subordinated Obligations. The Ciry may, at any time and from tine to time.. lawful purpose. issue Subordinated Gbhgations. the principal of arid redemption premium, i. and interest on which is pevar~le from and sec'./red k a -,ledge c f an'a '_ien or the P1er' c Revenues junior and subordinate to the lien and pledge create` hereby for the security Priority Bonds and the payments required to be made hereunder into the D Se'm'i oe Tuna the Reserve Fund; provided, however, that any such pledge and lien seci. rg the Subercir;ata�, Obligations shall be, and shah be expressed to be, subordinate i_n all respects to the niedge of and lien on the Pledgee Revenues as security for the Priority Bonds; and provided -Further that any default with respect to the issuance of Subordinated Obligations will not be deemec a default with respect to the Priority Bonds. -u6- -463— I. Definition of Net Ear:ninus. As used in this Section., the term "Net Earnings" shall mean the Gross Revenues of the System aver deducting the Operating Expenses of the System, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. J. Determination of Net Earnings. In Leaking a determination of Net Earnings for any of the purposes described in this Section, the Accountant may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net .Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by the Accountant's certification or opinion based on such change in rates and charges being in effect for the entire period covered by the Accountant's certificate or opinion. SECTION 20: General Covenants. The City further covenants and agrees that in accordance with and to the extent required or perrnitted by law: A. Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations; and provisions contained in this Ordinance, and each ordinance authorizing the issuance of Additional Priority Bonds; it will promptly pay or cause to be paid the principal amount of and interest on every Priority Bond, on the dates and in the places and manner prescribed in such ordinances and such Priority Bonds; and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Priority Bond may require the City, its officials and employees to carry out, respect or enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the issuance of Priority Bonds, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction. against the City, its officials and employees. B. City's Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds: that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. Cit Ccnstructicn: tr i -",: 0 oration Maintenance. (1 i. 7. ' use _ best C. Acaui�_ ion and �.c�_s.�t.ctic._ a -- and ,,. ; it shall �._ _�s u,._t efforts in accordance with. Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed. any Capital Additions cr Capital imp:o,-ennents. iri accordance with the plans and specifications therefor, as modified from time to tine, with date diligence and in a sound and economical manner; and (2) it shall at all times use its best efforts to operate or cause to be operated the Systems properly and in an efficient rriannei', consistent v'ith P r-:id'ert Practice, and snail use its best efforts to maintain, preserve. rec )r:su uct an lgee? the sam - cr c uuse the same to be so maintained, preserved, reoonstncte3 and ker3 the. rrnt:itenances and every part and parcel thereof, in good repair, workuig or :cr and condition, arid sha-i time to :fine make, or use its best efforts to cause to be ma(,-, _ -1 _.ec-e:sar\ and i)roya er repairs, --454— replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the owners of the Priority Bonds, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged Revenues to the payment of the Priority Bonds in the manner prescribed herein, and has lawfully exercised such rights. E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System: it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid :night by law become a lien or charge thereon, the lien of which v'oiild be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, firm, corporation or other entity, other than the City. No part of the salary of any official or employee of the City or his replacement shall bepaid from Pledged Revenues unless and only to the extent the duties and performances of such official or employee or his replacement appertain directly to the System. To the extent the City receives the services of the System, such services shall be accounted for according to the established rate schedule. G. Further Encumbrance. h will not additionally encumber the Pledged Revenues in any manner, except as pertnitted in this Ordinance in connection with Priority Bonds, unless said encumbrance is made junior and subordinate in ail respects to the liens. pledges, .covenants and agreements of this Ordinance; but the right of the City to issue Subordinates- Obligations payable in v,-hole or in part from a subordinate lien on the Pledged Revenues is specifically r ecc :: and retained. - . Sale. Lease or Disposal o' Properly, No pan of the System snali be motgaged, demolished, removed or otherwise disposed of. except as follows: . %• t e. e ;e:i.L L�erlli -t Lec L':'• iC.- • c Uie f -: Sell oi. kit and froi' trifle to tirne any property or facilities: constituting part of the SysteTT is j 3 determine n s r" p. - ,`s.• or facilities E f are not useful ° n C - £ • e-- it shall � -- __i :�e �t.- n -ope_ or _�c. fries Gr =�... �:s__�, x = the ope_a.��.:�_ _ _ . ��� ,..__. or (B) the proceeds of such sale are 2S0.O0Q or less, or it shall have reeeive7 ceµ_fea.e executed by the Engineer of Record and the City 1vianager stating, in their opinion. that the fair -narl et value of the property or facilities exchanged is 5250.000 07 ^r `C) if i 9008 ?c161.4 -28- —465— such } oceeds or fair market value exceeds 5250,000 it shall have received a certificate eecuted by the Engineer of Record and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Priority Bonds, or (ii) otherwise be used to provide for the payment of Priority Bonds. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Priority Bonds, or with the proceeds of cbiigations which were refunded in whole or in part with the proceeds of Priority Bonds, then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of, or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement; easement or right (A) does not impede the operation by the City of the System and (B) does not in any manner impair or adversely affect the rights or security of the owners of the Priority Bonds under this Ordinance; and provided, farther, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of 5500,000, the City shall have received a certificate executed by the Engineer of Record and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, contract, license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. i. Books. Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries s :ail be made of all transactions relating, to the System and the City shall cause said books and accounts to be audited annually as of the close of each Year by the Accountant. _ ranee. (1) Except as otherwise permitted in clause (2) below, it shall cause to be 'ns.u: d such parts of the System as would usually be insured by corporations operating opei ties. v4ritn a responsible insurance company or ccninanies, against or casualties against which and to the extent insurance is usually carried by rations ot)erating like properties_ including, to the extent reasonably obtainable. _nd coverage insurance, insurance against damage by floods, and use and c.cculziancy insurance. public l habili :y and troperty darn.age insurance shall also be ed. niess the City Attorney gives a written opinion to the effect that the City is not for claims which would be arotected by such insurance. At any time while any — x;-65 -- contractor engaged in construction work shall be fully responsible therefor. the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. (2) In lieu of obtaining policies for insurance as provided above, the City may self - insure against risks, accidents, claims or casualties described in clause (1) above. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. K. Rate Covenant. It will fix, establish, maintain and collect such rates, charges and fees for the use and availability of the System at all times as are necessary to produce Gross Revenues and other Fledged Revenues equal to the greater of amounts determined in accordance with clauses (1) or (2) below, to -wit, amounts sufficient: (1) (A) to pay all current Operating Expenses of the System, and (B) to produce Net Revenues for each Year at least equal to 1.25 times the Average Annual Principal and Interest Requirements of all then Outstanding Priority Bonds; or (2) to pay the sum of (A) all current Operating Expenses, (B) the Average Annual Principal and Interest Requirements on the then Outstanding Priority Bonds, (C) deposits to the Reserve Fund required for the Priority Bonds, and (D) amounts required to pay all other obligations of the System reasonably anticipated to be paid from Gross Revenues during the current Year. The calculation of Average Annual Principal and Interest Requirements on all Outstanding Priority Bonds shall be net of (1) capitalized interest for such Priority Bonds only if the money in a Capitalized Interest Account received from proceeds of such Priority Bonds held in cash or are invested in Government Obligations, (2) amounts in the Debt Subsidy Account; and (3) the receipt or anticipated receipt of a Tax Credit or similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly- scheduled debt service of the series of Priority Bonds to which it relates. The foregoing notwithstanding, such rates, charges and fees shall be fixed, established. maintained and collected at a level sufficient to enable the City to pay debt service on Priority i�ri Bonds du the current Year. L. Audits. After the close of each Year while any Priority Bonds are Outstand" ": o. a: audit will be made of the books and accounts relating to the System md the ?ledges Re\ e n es by the Accountant. As soon as practicable after the close of each such Yeas and when sal �-- has been completed and made available to the City. a Copy of such audit for the preoedinc °nr shall be Such to any holder of the then Outstanding Priority Bonds who shall so ��r annual riti ng Such audit repor s shall be open to life inspection U� registered L V. r. Lz - Priority Bonds and their agents and represenratives at all reasonable times. lvI. Gcve-nn erital _ enci -es. C.," i c the terzi s and " L :o.i C.:' _ �_i.. L.�1_• CL_� .,ail; 'iC:n: and all franchises, permits and authorizations applicable to or tiecessar::, •, iirl res5)e0t the System, and which have been obtained from any governrnental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization arms other 900E2:261.4 -0- -467— requirements app iczble to or necessary kith respect to the acquisition, construction, equipment, operation and maintenance of the Svstekn. N. No Competition. To the extent it legally may, it will not grant any franchise or peririt for the acquisition, construction or operation of any competing facilities which rnight be used as a substitute for the System's facilities, and, to the extent that it legally may, the City will prohibit any ,:uch competing facilities. 0. Rights of Inspection. The Engineer of Record or any registered owner of S100,000 in aggregate principal amount of the Priority Bonds then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to the Engineer of Record or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as the Engineer of Record or such registered owner may from time to time reasonably request. SECTION 21: Taxable Obligations. A. The interest on the Bonds is not excludable from the gross income of the holders thereof for federal income tax purposes. B. The City hereby irrevocably elects to apply (i) section 54AA of the Code to each of the Bonds as a "build America bond" and (ii) subsection 54AA(g) of the Code to each of the Bonds as a "qualified bond." C. The City hereby directs and authorizes any Authorized Representative. for and on behalf of the City, and to the extent not otherwise provided for in Section 4 hereof, to (i) make such elections pennitted or required pursuant to the provisions of the Code, or Regulations as they deem necessary or appropriate in connection with the Bonds, (ii) to enter into such agreements, provide such certificates and take such other action as counsel to the City may require to enable such counsel to provide such federal income tax opinions to the City as they deem necessary or proper, (iii) to authorize and direct to whom and which account any credit or subsidy nayab'e by the United States with respect to the Bonds under section 6431 of the Code, or any successor, similar or related provision. (iv) apply for credits under section 6431 of the Code Da' able n:-.} the City or to the Daily or parties determined by. the City, (v) apply for credits under section 6431 of the Code payable to the City or to the party or parties determined by the City. ei iF i' to take any related act or action as they deem necessary or advisable. Such notions shall b - .__timed to be made on the Closing Date. S.ICTIC." .2: T at:able End Tax- F.,,:er_-?nt Obligations. The City re3erL'es the ability to 1onGS in a -manlier such that such ob iaations are or are not obligatic'i'_s Ltescr .? : _ -- _. 1C3(a) oI the Code C'i are obligations v. inch constitute "private activity of section 1 41 -,17th- Code. rtes stered ❑G •nc a. The registered owners of a majority _n aggregate ::C' . -. ":C•... i ifrie 7. ; .fir. t Bonds then u.. ' ,g _ shall have the ri�g. ht from to time to —458— approve any amendment to this Ordinance which may be deemed necessary or desirable by the City; provided, however, that without the consent of the registered owners of all of the Priority Bonds at the time Outstanding, nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Ordinance or in the Priority Bonds so as to: (1) (2) (3) Bonds; make any change in the maturity of any of the Outstanding Priority Bonds: reduce the rate of interest borne by any of the Outstanding Priority Bonds; reduce the amount of the principal payable on the Outstanding Priority (4) modify the terms of payment of principal of, premium, if any, or interest on the Outstanding Priority Bonds or impose any conditions with respect to such payment; (5) affect the rights of the registered owners of less than all of the Priority Bonds then Outstanding; (6) amend this Subsection A of this Section; or (7) change the minimum percentage of the principal amount of Priority Bonds necessary for consent to any amendment; unless such amendment or amendments be approved by the registered owners of all of the Priority Bonds then Outstanding. B. Notice. If at any time the City shall desire to amend the Ordinance under this Section. the City shall cause notice of the proposed amendment to be published in a fnancia newspaper or journal published in The City of New York, New York, and a newspaper of general circulation in the City, once during each calendar week for at least two successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Paying Agent'Registrar for inspection by all holders of Priority Bonds. Such publication is not required, however, if notice in writing is given to each registered owner o f Priority Bonds. C. Consent Obtained. l+r ier! ever• at anv time not less than 30 days, and within from time dale of the first publication of said notice or other service of written notice_ J.-is shall receive an instrument or instruments executed by the registered owners G El leas: maiority aggregate -principal amount of the Priority Bonds then Outstanding. which i si?_u :nee —, or instruments shall t ei to th e proposed m e n a. n men t desrriber in s a_ ' notice G_:. - ._..� -- s7ecifica1i .' consent to and approve s7. Ci7. arnendnent in substantially the forts: of the cc'n 1.bei.e_ Oil file with the Paring Agen IReg-istrar. the Goveniin2 Body _..ia.. „ass the a rienoa c.r: in substantiall = -the saire form. D. Amendatory Ordinance. Upon the passage of any amendatory o::oiriel'iC °_ :)ursuar;t the provisions of this Section. this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance. and the respective rights, duties and obligations under this 40Ot326 i.= -J2- -469 -- Ordinance of the City and all the registered own a 1]-.en Outstanding Priority Bonds and all future Priority Bonds shall thereafter be determii ?ec, exc :. i_ ed and enforced hereunder, subject in all respects to such amendments. E. Consent Irrevocable for Six Months. Any c: riser given by the registered owner of a Priority Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the noti �e provided for in this Section, and shall be conclusive and binding upon all future registered ov.-ners of the sane Priority Bond during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the registered owner who gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent/r e�.istrar and the City, but such revocation shall not be effective if the registered owners of at ]east a majority in aggregate principal amount of the then Outstanding Priority Bonds as in this Section defined have, prior to the attempted revocation, consented to and approved the amendment. F. Amendments without Consent. The foreg3ing provisions of this Section notwithstanding, the City, by action of the Governing Body may amend this Ordinance for any one or more of the following purposes: (1) to add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed, grant additional rights or remedies to the registered owners of the Priority Bonds or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City: (2) to make such provisions for the purpose of curing any ambiguity, o; curing, correcting or supplementing any defective ;n_ovision contained in this Ordinance, or in regard to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and not contrary to or i nom. nsistent with this Ordinance and which shall not adversely affect the interests of the registered owners of the Priority Bonds then Outstanding; r V (3) to modify any of the :Jro'i isr^___ this Ordinance in any other whatever, provided that (i) such modifIcati D_t and be expressed to be, eff:.ciive only after all Bonds and each series of .'_d .. a. r W rri'v Bonds Outstanding the dat of the adoption of such modification ShErLi .. a V.itstaniin'= and wc:l modification shall be specifically referred ....- .:i a_'_ ?:-ority Bonds iss:.e_` af:er the date of the adoption cf such mcai c:,'cr ( ) L'c make such char ec MG? nr des_rable in order to alloy: the themselves of a book -entr • s ysten, title riOri1 =y B'o :.ltills Lvrtm changes, 1 : :i r_ ad -l'er 7I o isiot_s O'_ .. . __lam int ere r i c 1 e Corr Hers of the ?riot_ r '.-c• _ aI :e c-uch chance _ nor... ar_'_e_.d-'-_e._,.; as _ Sen oni 30 of this Ordinance.; E. (6) to make such changes, modifications or amendments as may be necessary or desirable in order to obtain or maintain the granting of a rating on the Priority Bonds by a Rating Agency or to obtain or maintain a Credit Facility, or to obtain the approval of the Bonds from the Attorney General of the State of Texas; (7) to make such changes, modifications or amendments as may be necessary or desirable, which shall not adversely affect the interests of the owners of the Priority Bonds, in order, to the extent permitted by law, to facilitate the economic and practical utilization of interest rate swap agreements, foreign currency exchange agreements, or similar type of agreements with respect to the Priority Bonds; and (8) as necessary to insure that the Bonds continue to qualify as "build America bonds" as such terms are described in Section 21 hereof, pursuant to the provisions of this Ordinance and the BAB Agreement. Notice of any such amendment may be published by the City in the manner described in Subsection B of this Section; provided, however, that the publication of such notice shall not constitute a condition precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall not adversely affect the implementation of such amendment as adopted pursuant to such amendatory ordinance. SECTION 24: Damaged. Mutilated, Lest. Stolen. or Destroyed Bonds. A. Substitute Bonds. In the event any Outstanding Bond is damaged, mutilated, lost; stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged. mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. B. Application for Replacement. Application for replacement of damaged. mutilated. lost, stolen, or destroyed Eends shall be made to the Paying AgenuRegistrar. In every case `_ loss, theft, or destruction of a Bond; the applicant for a replacement bond shall famish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each o- there harmless from any loss or damage v,'ith respect thereto. Also. i_. every case =f 10rs theft, or destruction of a Bond, the applicant shall furnish to the City arid to the. Agent/Registrar evidence to their satisfaction of the loss, thef. or destruction of such Bond. as. the case may be. In every case of darna2e or mutilation cf a Bond, the applicant shall to the ayi_n ent'Re i ran ll . the dap-. . ? P c g �-st for ca_nce i��r t- Bond sc� ��� -,�. ,, C. Payment. upon Maturity. Notwithstanding_ the foregoing provisions of :leis Sec "fP event any such it Cigar nave matures ne default has O _ 4 e,.� a =. LI Bond :c._. 12 .. - __o.�_ ,�, and C 2.L - -., :.c__ I__wd ii ling ti-Le. TZ C'a'r- r principal e rem mpt ,Dri tr.erni ir-�. Z- o ,n.`e,..er L.�]i.L �.l -_._ -__ G � !C'�_ � C'_ t :2� _ e._... -i Ji_ .. 1u _' -- = � _ _� _.,�.. .._ Bond, the City may authorize the payment of the. same (without surrender .__ereof case of a ca._,azeo or mutilated Bond instead of issuing a reniace'_Yie'_lt Bond, or infer nitti is r'urnished as above provided in this Section. D. Cost of Replacement Bonds. Prior to he issuance of any replacement Bond. the Pc� :'irg A. gent' Registrar shell charge the owner of such Bond with all legal, } ti other 900 8326:.4 -34- — 4 71-- expenses in connection therewith. Every replacement Bond issued pursuant to the provis :i :s of this Section by virtue of the fact that anv Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall u� found at any time, or be enforceable by anyone, and shall be entitled to all the benefits cf fTis Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. E. Authority for Replacement Bonds. Itn accordance with Chapter 1206, as amended. Texas Government Code; this Section of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the Governi ~gig Body or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent /Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Subsection 4.A of this Ordinance for Bonds issued in exchange for other Bonds. SECTION 25: Sale of Bonds- Official Statement Approval — Approval of :Durchzse Contract. The Bonds authorized by this Ordinance are hereby sold by the City to the The F rest National Bank, San Antonio, Texas, as the authorized representative of a group of underwriters (the "Purchasers ", and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated , 2010 (the "Purchase Contract ") attached hereto as Exhibit D and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bonds shall be registered in the name of The Frost National Bank, Any Authorized Representative is hereby authorized and directed to execute the Purchase Contract far 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 declares that the representations, warranties, and agreements of the City contained in t =: Purchase Contract are true and correct in all material respects and shall be honored by the Ci _y. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption cf this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the Issuer hereby ratifies, confirms. and approves in all respects (i) _ Issuer's prior determination that the Preliminary Official Statement was, as of its date. '`dee=r final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of 1.117W Preliminary Official Statement by the Purchasers in connection with the public of e'1_.a an? sale of the Bonds. The final Official Statement. being a modification and ame_icment Preliminary Official Statement to reflect the terms of sale (together with such changes by an Authorized Representative), shall be and is hereby in ail respects approve6 Purchasers are hereby authorized to use and distribute the final Official Statement. , 2010, in the reoffer- ng, sale and deliver y of the Sends to the public. The and/or City Secretary are further a'wt icr ze'l and. directec to manually execute and eel= on behalf of the issuer c�.pics or the :;raC'erneIit l7 'aria. i form as may be Purchasers, and such final Official 4* :�:ren: I7E Cc :lterii l`lci_u^.,' officials shalt be deemed to be clnnrove!-1 iv the City Council and constl:u_e ,-_. C : Statement authorized for distribution and use by i tE Proceeds froill t_ e sa :e of the _ _ __ s sh :.li be. ar L ied as follows': The proceeds derived from the sale of the Bonds (after paying costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Bonds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 12 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited; and expended as permitted by the provisions of Chapter 1201. as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. SECTION 26: Approval and Registration of Bonds. The City Manager of the City is hereby authorized to have control of the Bonds and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination and approval by the Attorney General, and their registration by the Comptroller of Public Accounts. upon registration of the Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act therefor) shall manually sign the Comptroller's Registration Certificate accompanying the Bonds, and the seal of said Comptroller shall be iinpressed, or placed in facsimile, on each such certificate. SECTION 27: Default And Remedies. A. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an "Event of Default ": (1) the failure to make payment of the principal of, premium, if and', or interest on any of the Bonds when the same becomes due and payable: or (2) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially. adversely affects the rights of the registered owners of the Bonds, including, but not limited to. their prospect or ability to be repaid in accordance with this Ordinance, and the continuation • thereof for a period of 60 days after - notice of such default is given by any registered. owner to the City. B. Remedies for Default. (1) L ikon the happening. of ant' F" Tent r'i Default. then and in cast. registeredd. owner Or an G:Lh Gr'GeV'; x e er.f. trustee or Ls.ees -,. t e ef�1_ ___ YJ u. : -rte rr.' c r employee of the City in their official capacity. for the purpose of prctec= :n4 and e_ -c,_. the rights of the registered cv:i-_er= under arc- ina,we. nanearn o.- other _i_ 4j ,• special proceeding n e. �' Cr a- ;,-, any s action o_ r�..cia.: ,_.,,.�, in :'u� Y G! _ _., . __ c.}�?_ _ of for any relief permitted by Lai: L:"1C C3neei is >>e! orna_nce of any rc__y_,ah,V aYreennenL ccraainee herein. or there6 :0 enj -oin a^t ac: be T,111 a';'_w: in violation of any right of the registered owners hereunder or any combination of such remedies. 90.0532 .1 -jn- -473— (2) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all registered owners of Bonds then Outstanding. C. Remedies Not Exclusive. (1) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (2) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (3) By accepting the delivery of a Bond authorized under this Ordinance, such registered owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the Governing Body. (4) None of the members of the Governing Body, nor any other official or officer, agent, or employee of the City, shall be charged personally by the registered owners with any liability, or be held personally liable to the registered owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. SECTION 28: Further Proceedings. The Mayor, the City Manager, any Assistant City Manager. the City Secretary, and the Director of Financial Services, and all other officers, employees and agents of the City, and each of them, shall be and they are hereby express]v authorized, empowered and directed from time to time and at any time to do and perfcrin 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 herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance and the Bonds. including; but not limited to, conforming documents to receive the approval of the Attorney General and to receive a rating from any Rating Agency, the printing of a stare ner_t rela'.ing to the insuring of the Bonds by a municipal bond insurance company, and r`-e ? en--eseritaticn Letter. SECTION 29: Bond Insurance and Debt Service Reserve Fund In €uranc° Poiic; Authorized Representative Representative is authorized, in connection with effecting the sal of :ate obtain from a municipal bond insurance company so designated in the A,)nrova'_ Certificate a municipal bond insurance policy (as hereinafter defined and described as the c cy") and a debt service reserve fund (or surety) policy (the "Surety Policy ") in support of the Fonds. 1c that end, should an Authorized Representative exercise such authority and corr.it ±e City to obtain either a Policy or a Surety Policy; or both, for so long as either or ..,7.- = T o;i.,_ ,_ are _.. effect, the r.ee sir _ :e. :t of e o� ide s� _ .iaf ' to ; . issu. nc = _ incorporated by reference into this Ordinance and made a part hereof for all purposes (and this Ordinance may be modified so that such provisions shall be included herein), notwithstanding any other provision of this Ordinance to the contrary. For purposes of this Ordinance, the Required Amount shall include the debt service on the Bonds as well as the Outstanding Previously Issued Priority Bonds. An Authorized Representative shall have the authority to execute any documents to effect the issuance of said policies by the provider(s) thereof, including, without limitation, any agreement to be delivered in connection with either or both of the Policy and/or the Surety Policy in substantially the form previously approved by the City Council in connection with Previously Issued Priority Bonds, or with respect to a Policy relating to the Bonds, an agreement in substantially the form attached hereto as Exhibit A. SECTION 30: Continuing Disclosure lindertakinQ. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "EMMA" means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.o.rg. "MSRB" means the Municipal Securities Rulemaking City. "Rule" means SEC Rule 15c2 12, as amended from tirne to time. "SEC" means the United States Securities and Exchange Commission. B. .Annual Reports. The City shall file annually with the MSP.B, within six months after the end of each fiscal year ending. in or after 2010, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 25 of this Ordinance being the information described in Exhibit D hereto and if not provided as pat of such financial information and operating data, au.dite'd financial statements of t e City, iw her_ and if available. ,'any financial statements so to be provided shall be (i) prepared in accordance wilh the accounting principles described in Exhibit D hereto or such other accounting principles as the City may be reouired to employ from time to time pursuant to state law or regulation. and (ii) audited, if the City coimnissions an audit of such statements and the audit is completer within the period during which they must be provided. if the audit of such financial ncia statements is not complete within such period. then the it shall provide iG: unaudited in a7cic.: statements such peri and audited _ applicable _sic., ear to the _ t `` �. when anc:. if he aa: i= rend_: period fiscal L_ 1'� ris on such statements becomes 2` ?i .:C IE. Under current Texas including. but o f limited, _ 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 f` the S L � 80 dais after the last day l year. in t e orfice of the City ecrer�:r� G� it.�tn •l �� of the City's fiscal } ..c_-. °00532bi.. —475— Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended. Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice 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. Material Event Notices. The City shall file with the MSRB, in a timely manner, notice of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (1) Principal and interest payment delinquencies; (2) Non- payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perfofm; (6) Adverse tax opinions or events affecting the treatment of the interest payable on the Bonds; and (7) Modifications to rights of holders of the Bonds; (8) Bond calls; (9) Defeasances; (I 0) Release. substitution. or sale of property securing repayment of the Bonds: (11) Rating changes. The City shall file with the MSRB, in a timely manner, notice of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations. Disclaimers_ and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section with respect to the City and the Bonds while, but only while. the City remains an "obligated person" with respect to the Bonds within the rneaning of the ;xcept that the City in any- _u__251.4 -476— event will provide the notice required by subsection C hereof of any Bond calls and defeasance that cause the City to be no longer such an "obligated person ". The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the financial results, condition, or prospects of the City or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR 1N PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR Ili E\ DA -LIS 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 rriav be amended by the City coin time to time to adapt to changed circumstances resulting 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 under-v'_'iter to 'purchase c• sell Bonds in the primary offering of the Bonds in compliance wit-r the Rule, taking into account amendments or interpretations of the Rule to the Gate. of such annhencime:lt. as such changed circumstances. and (2) either (a) the Homers of r pia oiity in a gegate __; cir, _ amount (or any greater arnoum reouire: `• anv other provision of this Ordinance that authorizeF such an amendment) of the Outstanding Bonds conselr to such amendment o;" {,h': a oerson thai is unaffiliated with the City (.such as nationally recomliaed bond. counsel) determines that such amendment will not materially __n.pa_1- the interests. c _ and beneficial -_1e, s _y Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters iudgmen 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 uriderwriter fry lawfully it y purchasing or seni--Fcr Bends ins' the primary offering of. the Bonds. giviriz effect to (a) --47 7— such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection B of 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 bonds to which such continuing disclosure documents relate must be 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 United States Securities and Exchange Commission. SECTION 31: Tax Covenant and Representation Agreement. The City hereby authorizes any Authorized Representative to review, approve, and execute the Tax Covenant and Representation Agreement (the "BAB Agreement ") in the form prepared by Bond Counsel for the purposes of complying with the applicable provisions of the Code, as necessary to maintain the validity of the elections made in Section 21.B hereof. SECTION 32: Miscellaneous Provisions. A. Preamble. The preamble to this Ordinance shall be considered an integral part of this Ordinance, and is herein incorporated as part of the body of this Ordinance for all purposes. B. Immediate Effect. This Ordinance shall be effective immediately from and after its passage in accordance with the provisions of Section 1201.028, as amended, Texas Government Code. C. Open Meeting. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, as amended, Texas Government Code. D. Rules of Construction. 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. Except where the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named person means that party and its successors and assigns. References to constitutional. statutory or regulatory provision means such provision as it exists on tliw L Cr dinan e is adopted L " _ City and any future amendments thereto successor o �r su..ce_ ar —478 -- thereof. Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as may be described herein. References to any officer of the City (e.g., City Manager) means the person currently serving in such capacity on a temporary, interim or permanent basis. Any reference to FORM OF BOND shall refer to the form attached to this Ordinance as Exhibit A. E. Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein. [The remainder of this page intentionally left blank] -42- -479— SIGNED AND SEALED THIS 22nd DAY OF JUNE, 2010. ATTEST: City Secretary (SEAL) APPROVED THIS 22nd DAY OF JUNE, 2010: Carlos Valdez, City Attorney SCHEDULE EXHIBIT A EXHIBIT 3 - EXHIB IT C - EXHIBIT D EXHIBIT E - EXHI3IT F - I — Approval Certificate — Form of Reimbursement A reement Form of Bond y Forrn of Paying Agent /Registrar Agreement — Form of Purchase Contract DTC Letter of Representations Description of Annual Financial Information CITY OF CORPUS CHRISTI, TEXAS Mayor 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 22nd day of June, 2010, authorizing the issuance of the City's Combination Tax and Limited Fledge Revenue Certificates of Obligation, Series 2010 (Convention Center), 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 22nd day of June, 2010, City Secretary (CITY SEAL) 5 -2 —481— .4 SCHEDULE 1 APPROVAL CERTIFICATE SEE TAB NO. 4005 +25 IA EXHIBIT A REIMBURSEMENT AGREEMENT SEE TAB NO. A -1 -483- EXHIBIT B A. FORM OF DEFINITIVE BOND. REGISTERED NO. REGISTERED PRINCIPAL AMOUNT s United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM REVENUE IMPROVEMENT BOND TAXABLE SERIES 2010 (DIRECT SUBSIDY - BUILD AMERICA BONDS) Bond Date: July 1, 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP No.: The City of Corpus Christi, Texas (the "City "), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on or about July 22, 2010) or from the most recent interest payment date to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, 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 January 15 and July 15 of each year commencing January 15, 2011. The principal of and interest on this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the designated trust office in Austin, Texas (the "Designated Trust Office") of Wells Fargo Bank, National Association, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment n Ent da:e by check or draft, dated as of such interest payment date, drawn by the Paving AgenL: Registrar on. and payable solely from, funds of the Issuer required by the ordinance authorizng the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Age -`J F _ trar =or s eb puroose as herei'ir.f er provided: ided: Arid S:lcr! check or draft shall be srer,t 9COSS2 .1.4 Agent/Registrar by United States mail, first -class postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the last business day of the month next preceding each such date (the "Record Date ") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Trust Office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent /Registrar, from the "Debt Service Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and interest on the Bonds shall be made by federal funds wire transfer. at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. If the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Designated Trust Office of the Paying Agent /Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United States Postal Service is not open for business; and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a series of bonds of like tenor and effect except as to number, principal amount, interest rate, maturity, and right of prior redemption, dated as of the Bond Date specified above, aggregating $ (herein sometimes called the "Bonds "), issued for the purposes of (i) acquiring, purchasing, constructing, improving, repairing, extending, equipping, and renovating the City's combined waterwork system, wastewater disposal system and gas system (collectively, the "System ") and (ii) to pay the costs of issuing the Bonds. On any date from the Closing Date through July 14, , the Outstanding Bonds may be redeemed prior to Stated Maturity, at the option of the City, as a whole or in part, in principal amounts of 55,000 or any integral multiple thereof, at the Make- Whole Redemption Price or, upon the occurrence of an Extraordinary Event, the Extraordinary Redemption Price. In addition, the Outstanding Bonds maturing on and after July 15, may be redeemed prior to their scheduled maturities, at the option of the Issuer and in inverse order of maturity, in whole or in part, on July 15, , or on any date thereafter, at the redemption price of par plus accrued interest thereon to the date fixed for redemption. The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other customary random method selected by the Paying Agent/Registrar (provided that a portion of a Bond may be redeemed only in an integral multiple of S5,000): provided, further, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed. the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements berween the City and the securities depository. 9pNS 261 . B-2 —485— At least thirty (30) days prior to the date any such Bonds are to be redeemed, a notice of redemption, authorized by appropriate resolution passed by the Governing Body, shall be given in the manner set forth below. A written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books kept by the Paying Agent/Registrar. By the date fixed for any such redemption due provision shall be made by the City with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for such payment is made, all as provided above, the Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, shall not bear interest after the date fixed for their redemption, and shall not be regarded as being Outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent /Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a portion of any Bonds shall be redeemed, a substitute Bond or Bonds having the same stated maturity date, bearing interest at the same interest rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. All Bonds of this series are issuable solely as fully registered bonds, without interest coupons, in an Authorized Denomination. As provided in the Bond Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate amount of fully registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having any Authorized Denomination or Denominations as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any authorized denomination to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The one requesting such conversion and exchange shall pay the Paying AgentlRegistrar's reasonable standard or customary fees and charges for converting and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall: b•e ?aid by the one requesting such assignment, transfer, conversion or exchange, as a condition ,_ recec ent to the exercise o " F Zb privilege. The foregoing notwithstanding. in °h e cEse cf c ^r. version and e;, Yr �_, 7e .F.: i ?DOt.2.26 —486— assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The Paying Agent/Registrar shall not be required (i) to make any such transfer, conversion or exchange during the period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption and ending at the close of business on the day of such mailing, or (ii) to transfer, convert or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of an unredeemed balance of a Bond called for redemption in part. Whenever the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. In the event any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. By becoming the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer. The Bands are special obligations of the Issuer payable solely from and equally secured, together with the currently Outstanding Previously Issued Priority Bonds and the Series 2010A Bonds, by a first lien on and pledge of the Pledged Revenues of the System. The Issuer has reserved the right, subject to the restrictions stated, and adopted by reference, in the Bond Ordinance, to issue Additional Priority Bonds which also may be made payable from, and secured by a first lien on and pledge of the aforesaid Pledged Revenues, as well as Subordinated Obligations payable from a junior and inferior lien on and pledge of the Pledged Revenues. For a more complete description and identification of the revenues and funds pledged to the payment of the Bonds. and other obligations of the Issuer secured by and payable from the same source or sources as the Bonds, reference is hereby made to the Bond Ordinance. The Issuer has reserved the right. subject to the restrictions stated, and adopted by reference, in the Bond Ordinance, to amend the Bond Ordinance; and under some (but not all) circumstances amendments must be approved by the owners of a majority in aggregate principal amount of the Outstanding Priority Bonds. The Registered Owner hereof shall never have the right to demand payment of this Bond out of any funds raised or to be raised by taxation. 9008326 .4 —487 -- It is hereby certified and covenanted that this Bond has been duly and validly authorized. issued and delivered; and that all acts, conditions and things required or proper to be performed. exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law. Capitalized terms used in this Bond without definition shall have the respective means ascribed to them in the Bond Ordinance. IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of said Issuer, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of said Issuer has been duly affixed to, printed, lithographed or impressed on this Bond. ATTEST: City Secretary (SEAL) CITY OF CORPUS CHRISTI, TEXAS Mayor [The remainder of this page intentionally left blank.] B -5 —488— B. FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE TO APPEAR ON INITIAL BONDS ONLY. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) C. FORM OF REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR. REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR This Bond has been duly issued and registered under the provisions of the within- mentioned Bond Ordinance: the Bond or Bonds of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts. as shown by the records of the Paying Agent /Registrar. Registered this date: WELLS F A RGO BANK. NATIONAL ASSOCIATION, Austin. Texas, as Paying Agent/Rezistrar By: Authorized Signature B -6 —489— D. FORM OF ASSIGNMENT. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: [The remainder of this page intentionally left blank] E. FORM OF INITIAL BOND(S). The Initial Bond(s) shall be in the form set forth in paragraph (a) of this Section, except that the form of the single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the Bond, the headings "Interest Rate " and "Stated Maturity " shall both be completed "as shown below "; and (ii) the first paragraph shall read as follows: The City of Corpus Christi, Texas (the "City "), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patrick), State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July 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 (5) 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 Amount hereof from the Closing Date (anticipated to occur on or about July 22, 2010), or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on January 15 and July 15 of each year, commencing January 15, 2011. F. INSURANCE LEGEND. If bond insurance is obtained by the City for any Bond, the appropriate definitive Bonds and the Initial Bonds shall bear an appropriate legend as provided by the insurer. [The remainder of his page intentionally left blank.] D -U —491— EXHIBIT C PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 900F3261.4 EXHIBIT D PURCHASE CONTRACT SEE TAB ND. D-1 -493- 9(E.326 L4 EXHIBIT E DTC LETTER OF REPRESENTATIONS SEE TAB NO. -494- EXHIBIT F DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 30 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section for each Year ending in and after 2010 are as specified (and included in the Appendix of the Application referred to below): The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded fiscal year. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 9OOS3261.4 F -t —495— ORDINANCE NO. KRAFT 6 -15 -2010 AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM REVENUE IMPROVEMENT BONDS, SERIES 2010A" IN AN AMOUNT NOT TO EXCEED $75,000,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Corpus Christi, Texas (the "City" or the "Issuer "), a "home -rule" city operating under a home -rule charter adopted pursuant to Section 5 of Article XI of the Texas Constitution, with a population according to the latest federal decennial census of in excess of 5Q000, has heretofore issued its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 1990" (the "Series 1990 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1994" (the "Series 1994 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1994 -A" (the "Series 1994 -A Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1995" (the "Series 1995 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1995 -A" (the "Series 1995 -A Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999" (the "Series 1999 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999 -A" (the "Series 1999 -A Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000" (the "Series 2000 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000 -A" (the "Series 2000 -A Bonds "), its "City of Corpus Christi, Texas Utility System Revenue Refunding. and Improvement Bends, Series 2002" (the "Series 2002 Bonds "); its "City of Corpus Christi, Texas Uti r_y System Revenue Ref nd?Kg Bonds, Series 2003" (the "Series 2003 Bonds "); its "City of CoTs Ch''isti, Texas U:=lity System Revenue Refunding and Improvement Bonds, Series 2004" (the "Series 2004 Bonds"); its "City of Corpus Christi, Texas Utility System Revenue Refunding fond Se_�es 2005" (`_he "Series LaG52;48.4 -496 -- 2005 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005A" (the "Series 2005A Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2006" (the "Series 2006 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009" (the "Series 2009 Bonds "); and it's "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010" (the "Series 2010 Bonds "); and WHEREAS, the Series 1990 Bonds, the Series 1994 Bonds, the Series 1994 -A Bonds, the Series 1995 Bonds, the Series 1995 -A Bonds, and the Series 2000 Bonds are no longer Outstanding (as hereinafter defined); and WHEREAS, the Series 1999 Bonds, the Series 1999 -A Bonds, the Series 2000 -A Bonds, the Series 2002 Bonds, the Series 2003 Bonds, the Series 2004 Bonds, the Series 2005 Bonds, the Series 2005A Bonds, the Series 2006 Bonds, the Series 2009 Bonds, and the Series 2010 Bonds are sometimes collectively referred to herein as the "Previously Issued Priority Bonds "; and WHEREAS, the City has established an interim financing program pursuant to which the City has authorized the issuance of commercial paper notes designated "City of Corpus Christi, Texas Utility System Commercial Paper Notes, Series B ", to be issued from time to time in an aggregate principal amount not to exceed $75,000,000 at any one time Outstanding (the "Series B Commercial Paper Notes "), under which there currently exists no Outstanding obligations; and WHEREAS, the City deems it appropriate and in its best interest to issue the hereinafter authorized revenue bonds for the primary purpose of acquiring, purchasing, constructing, improving, repairing, extending, equipping, and renovating the City's combined waterworks system, including storm sewer and drainage (which is a part of a larger utility system that also includes the City's wastewater disposal system and its gas system and is hereinafter described and defined more thoroughly as the "System "); and WHEREAS, in the ordinance authorizing the issuance of the Series 1990 Bonds (the "Base Ordinance "), the City reserved the right to issue revenue bonds on a parity with the Series 1990 Bonds; and WHEREAS, the revenue bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter 1502, Texas Government Code, as amended (the "Act"), and the terms of the Base Ordinance and this Ordinance (as hereinafter defined), for the purposes set forth in this Ordinance: now, therefore. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1: Bonds Authorized. In order to provide funds for the purposes of (i) acquiring, purchasing, constructing. improving, repairing, extending, equipping, and renovating the System as described in the preamble hereof and (ii) paying the costs of issuance relating thereto. the City Council the "Governing Body ") of the City, acting pursuant to the laws of the State of Texas, particularly the Act, has determined that there shall be issued and there is hereby ordered to be issued a series of revenue bonds to be designated "City of Corpus Christi, 90x2548.4 -2- -497— Texas Utility System Revenue Improvement Bonds, Series 2010A ", in the principal sum of AND NO/100 DOLLARS (5 ) (the "Bonds "). As authorized by Chapter 1371, as amended, Texas Government Code, the Mayor of the City, the City Manager of the City, and the Interim Assistant City Manager for Administrative Services (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule I. The Bonds shall be issued in the principal amount, when combined with the principal amount of the Series 2010 Taxable Bonds (defined herein) not to exceed $75,000,000; the maximum maturity of the Bonds will be July 15, 2045; and the net effective per annum interest rate shall not exceed a rate greater than 7.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. Lastly, each Authorized Representative is authorized to select the bond insurer and/or debt service reserve fund surety provider, if any, with respect to the Bonds. If the Authorized Representative chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Authorized Representative shall be permitted to execute an insurance or similar reimbursement agreement in substantially the form attached hereto as Exhibit F (which form is hereby approved) in connection with such purchase. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the City to the Purchasers in accordance with the provisions of Chapter 1371. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to their initial delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2: Dated Date, Denomination, and Stated Maturities: Redemption Option. The Bonds shall be issued as fully registered obligations. without coupons, totaling $ in aggregate principal amount and be dated July 1, 2010. A. Denominations. and Stated Maturities. The Bonds shall be issued in denominations of Five Thousand Dollars (55,000) or any integral multiple (within a stated maturity) thereof (each. an "Authorized Denomination "), shall be lettered "R" and numbered consecutively from One (1) upward. The Bonds herein authorized to be issued shall bear interest on the unpaid � nci� al amounts from the Closing Date or from the most recent interest payment date to which interest has been duly paid or provided and principal shall become due and payable on July 15 ill eayh of the tears and in amounts in accordance with the following schedule. Said interest shall e payable to the registered owner of any such Bond in the ma_nner provided and on the dates s =tatec i_"i the FORM OF BOND attached to this Ordinance as Exhibit A. Stated Maturities Principal Amounts (S' Interest Rates (% -3- --498— Stated Maturities 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 B. Redemption Provisions. Principal Amounts (S) Interest Rates (% (1) Optional Redemption. The City reserves the right to redeem the Bonds stated to mature on and after July 15; , in whole or in part and in inverse order of Stated Maturity, on July 15, , or on any date thereafter, in such order of stated maturity as the City shall determine and by lot or other customary method within a stated maturity at the redemption price of par plus accrued interest to the date of redemption. (2) Notice of Redemption. At least thirty (30) days prior to the date any such Bonds are to be redeemed, a notice of redemption, author zed by appropriate resolution passed by the Governing Body. shall be _given in the manner set forth below. A written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books (as hereinafter defined) kept by the Paying 900132548.4 -A- -499— Agent/Registrar. By the date fixed for any such redemption, due provision shall be made by the City with the Paying Agent /Registrar for the payment of the required redemption price for the Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for such payment is made, all as provided above, the Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, shall not bear interest after the date fixed for their redemption, and shall not be regarded as being Outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a portion of any Bonds shall be redeemed, a substitute Bond or Bonds having the same stated maturity date, bearing interest at the same interest rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this Ordinance. SECTION 3: Interest. The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above in Section 2, computed on the basis of a 360 -day year of twelve 30 -day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (each an "Interest Payment Date "), commencing January 15, 2011, while the Bonds are Outstanding. Interest on each Bond issued and delivered to a Holder shall accrue from the latest Interest Payment Date that interest on such Bond (or the Bond which it substitutes) has been paid that precedes the registration date appearing on such Bond in the "Registration Certificate of Paying Agent /Registrar" (Section C of Exhibit A hereto), unless the registration date appearing thereon is an Interest Payment Date for which interest is being paid, in which case interest on such Bond shall accrue from the registration date appearing thereon and provided further that with respect to the initial payment of interest on a Bond, such interest shall accrue from the Dated Date. SECTION 4: Characteristics of the Bonds. A. Registration. Transfer, Conversion and Exchange: Authentication: Initial Bond. The City shall keep or cause to be kept at the designated trust office in Austin, Texas (the "Designated Trust Office ") of Wells Fargo Bank, National Association (the "Paying Agent /Registrar ") books or records for the registration of the transfer, conversion and exchange of the Bonr.s (the "Registration Books "), and the City hereby appoints the Paying Agent'RAzi trar as its registrar and transfer agent to keep such books or records and make such registroticns of transfers.. conversions and exchanges under such reasonable regulations as the Cite and the Paying Aaent!Registrar inav rescribe; and the Paying AgentlRegistrar shall make such reg- st :at_o:.s, transfers, conversions and exCi]anges as herein provided. The execution of a laying .L. e_.t. Registrar Az-cement", in substantially the form attached to this Ordinance as is hereby authoriz i The Paving Agent /Registrar shall obtain and record in the Registrat=i 3ooirs the address of the f egiste3 ed owner of each Bond to which payments with ies ,::;:t s :a.'.l be rnaile::.. herein 'provided; but it shall be the duty of each — J _.J registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent /Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Each Bond may be exchanged for fully registered bonds in the manner set forth herein. Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount thereof, may, upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND, in any Authorized Denomination (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. If a portion of any Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denomination at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender of such partially redeemed Bond for cancellation. If any Bond or portion thereof is assigned and transferred, each Bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall exchange or replace Bonds as provided herein, and each fully registered substitute Bond or Bonds delivered in exchange for or replacement of any Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided. however, that any Bond delivered in exchange for or replacement of another Bond prior to the first scheduled Interest Payment Date on the Bonds shall be dated the same date as such Bond. but each substitute Bond so delivered on or after such first scheduled Interest Payment Date shmll be dated as cf the interest Payment Date preceding the date on which such substitute Bone is delivered. unless such substitute Bond is delivered or: and interest Payment Date. in which case it shall be dated as of such date Cif delivery; provided further, however. that if at the time of delivery of any substitute Bond the interest on the = Onr� for which it is being exchanged has not been paid. then such substitute Bond shall be dated as of the date to which such interest has been raid in full. 900g2541.4 g.4 -S- -501— On each substitute Bond issued in exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form set forth in the FORM OF BOND (the "Authentication Certificate "). An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Authentication Certificate, and no such Bond shall be deemed to be issued or Outstanding unless the Authentication Certificate is so ex- ecuted. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the Governing Body or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, as amended, Texas Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General (as hereinafter defined), and registered by the Comptroller of Public Accounts (as hereinafter defined). The Bonds shall be issued initially either (i) as a fully registered Bond in the total aggregate principal amount of $ with principal installments to become due and payable as provided in Subsection 2.A, and numbered T -1, or (ii) as one (1) fully registered Bond 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 Bonds ") and, in either case, the Initial Bonds shall be registered in the name of the Purchaser or its designee. The Initial Bonds shall be the Bonds submitted to the Attorney General for approval and certified and registered by the Comptroller of Public Accounts. At any time after the delivery of the Initial Bonds to the Purchaser, the Paying Agent/Registrar, upon written instructions from the Purchaser, or its designee, shall cancel the Initial Bonds and exchange therefor definitive Bonds of authorized denominations, stated maturities, principal amounts, and bearing applicable interest rates for transfer and delivery to the registered owners named and at the addresses identified therefor, all in accordance with and pursuant to such written instructions from the Purchaser, or its designee, and such other information and documentation as the Paying Agent /Registrar may reasonably require. B. Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for payng the principal of premium, if any, and interest on the Bonds, all as provided in this C=r::=::an: e. The Paying Agent Registr a-2 shall keep proper records of all payments made by the Clt -r _d the P yir_7 Agent/Registrar with respect to the Bonds. C. In General. The Bonds (i) shalt be :'egi .te'; d i0i'_T, ou-,.t interest c:,apons. with the principal of and interest cn sItHern bonds to be payable only the registered owners thereof, (ii) may be redeemed r r is io __!'.: i :c .ed l: l r at_:rities, iii) May :; a.ns er ed and assic"ied, (iv) may be converted aiid for other Bonds, (E.) __ '_l hr -,ve the characterissFicS (vi.) shall be sired, sealed:, cf._ r ::. =` aid. a". :• :he_lt}.eated. (vii' the ,- i`ai of and nterest on which shall be payal:le L_.w ii fna - e adt .inis erect ^nc _ .. r'ayiuy 4__l= ay in Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND. The Initial Bonds are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the Authentication Certificate. D. Substitute Paying Agent/Registrar. The City covenants to maintain and provide a Paying Agent /Registrar at all times until the Bonds are paid, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution, or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar. Upon any change (which shall be at the sole discretion of the City) in the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Bonds by United States mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. In addition, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the City. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. E. Book Entry Only System. The Bonds issued in exchange for the Initial Bonds shall be initially issued in the form of a separate single fully registered Bond for each Stated Maturity of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( "DTC "), and except as provided in Subsection F hereof, all of the Outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying AgentlRegistrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ( "DTC Participant ") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer 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 DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of Bonds; as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as shown in the Registration Book of Ell y amount with respect to principal of. or interest on the Bonds. Notwithstanding any other nrovision of this Ordinance to the contrary, the Issuer and the Paying Agent /Registrar- shall be entitled. to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of nrincipal, premium, if any, and. interest with _respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent /Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the registered owners, as shown in the 90082548.4 -503— Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer 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 being mailed to the registered owner at the close of business on the Record Date (as defined in the FORM OF BOND), the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. F. Successor Securities Depository. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Issuer to DTC in the form attached hereto as Exhibit E and made a part hereof for all purposes (the "Representation Letter") or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. G. DTC Letter of Representations. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, alI payments with respect to principal of premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 5: Form of Bonds. The form of all Bonds, including the form of the Authentication Certificate, the form of Assignment, and the form of the Comptroller's Registration Certificate (to be attached only to the initial Bonds) shall be, respectively, substantially in the form attached hereto as Exhibit A, with such appropriate varia'io :s. omissions, or insertions as are permitted or required by this Ordinance. SECTION 6: Definitions. For all purposes of this Ordinance, exce :t expressly provided or unless the context otherwise require, the terms defined in this the meanings assigued to them i_-i this Section, and certain terms used in Sections this Ordinance have the :!meanings assigned to them in such respective Sections. "A a I mean y rp r ' A. The term cc�;u. :t" s_��__ a`n account created, establisla�: under the terms of any ordinance authorizing the issuance of Priority Bonds. 9G0r_54S-i -9- -5504— B. The term "Accountant" shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. C. The term "Additional Priority Bonds" shall mean the additional revenue bonds which the City reserves the right to issue in the future on a parity with the Previously Issued Priority Bonds and the Bonds, as provided in the Base Ordinance and this Ordinance. D. The term "Attorney General" shall mean the Office of the Attorney General of the State of Texas. E. The term "Authorized Denomination" shall have the meaning given such term in Section 2 of this Ordinance. F. The term "Average Annual Principal and Interest Requirements" shall mean that amount equal to the average annual principal and interest requirements (including Amortization Installments) of all Priority Bonds Outstanding. With respect to Additional Priority Bonds that bear interest at a rate which is not established at the time of issuance at a single numerical rate for each maturity of such series, Average Annual Principal and Interest Requirements shall be calculated by (i) assuming that the interest rate for every 12 -month period on such bonds is equal to 9.20% or (ii) using the highest numerical rate borne over the preceding 24 month period by such bonds, whichever is greater; provided, however, that if such bonds have not borne interest at a variable rate for such 24 month period, such rate shall be assumed to be 9.20% until such time as bonds have been Outstanding for a 24 month period. In making such determinations, it shall be assumed that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds. G. The term "Base Ordinance" shall mean the ordinance authorizing the issuance of the Series 1990 Bonds. H. The term "Bonds" shall have the meaning given such term in Section 1 of this Ordinance. I. The term "Capital Additions" shall mean a reservoir or other water storage facilities, a wastewater treatment plant or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. 3. The term "Capital Improvements' shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. K. The terry. "Capitalized. Interest _'_ccount" shall mean the Account by that i ar ne which may be created within the Debt Service Tuna. L. The terms "Cite" and "Issuer" shall have the given such terms in preamble of this Ordinance. e M. The term "Closing Date" shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchaser. 90082548.4 -10- -505- N. The term "Comptroller of Public Accounts" shall mean the Office of the Comptroller of Public Accounts of the State of Texas. D. The term "Credit Facility" shall mean a policy of municipal bond insurance, a debt service reserve fund policy or surety bond or a letter or line of credit issued by a Credit Facility Provider in support of any Priority Bonds or Subordinated Obligations. P. The term "Credit Facility Provider" shall mean (i) with respect to any Credit Facility consisting of a policy of municipal bond insurance or a surety bond, an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations such as the Priority Bonds, provided that a Rating Agency having an outstanding rating on the Priority Bonds would rate the Priority Bonds fully insured by a standard policy issued by the issuer in its highest generic rating category for such obligations; and (ii) with respect to any Credit Facility consisting of a letter or line of credit, any financial institution, provided that a Rating Agency having an outstanding rating on the Priority Bonds would rate the Priority Bonds in its two highest generic rating categories for such obligations if the letter or line of credit proposed to be issued by such financial institution secured the timely payment of the entire principal amount of the series of Priority Bonds and the interest thereon. Q. The term "Debt Service Fund" shall have the meaning given such term in Section 9 of this Ordinance. R. The term "DTC" shall have the meaning given such term in Section 4 to this Ordinance. S. The term "Eligible Investments" shall mean those investments in which the City is authorized by law, including, but not limited to, the Public Funds Investment Act of 1987 (Chapter 2256, as amended, Texas Government Code), to purchase, sell and invest its funds and funds under its control, and with respect to the investment of proceeds of any Priority Bonds, guaranteed investment contracts fully collateralized by Government Obligations. T. The term "Engineer of Record" shall mean the independent engineer or firm at the time employed by the City to perform and carry out the duties imposed on such engineer or firm by this Ordinance and having a favorable reputation nationally for skill and experience in the engineering of water, sanitary sewer and/or gas systems of comparable size and character as those forming parts of the System. U. The term "Fund" shall mean any fund created. established and maintained under the terms of any ordinance authorizing the issuance of Priority Bonds. V. The terra. "Government Obligations" shall mean (i) with respect to an Previously Issued Priority Bonds except the Series 2009 Bonds and the Series 2010 Bonds, direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of A erica and (ii) with respect tc the Series 2009 Bonds and the Series 2010 Bonds. the Bonds, the Series 2C10 Taxable Bonds and any Additional Priority Bonds hereafter issued by the City, (1) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America, or (2) noncallable obligations of an agency or inst ur entaiity of the United States. 90053254E.4 -11- _506 -- 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, or (3) noncallable obligations of a state or an agency or a county, municipality, or other politic& subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; provided, however, that in the event the term "Government Obligations" shall be used in such a manner other than with respect to the defeasance of Priority Bonds pursuant to Section 17 of this Ordinance, its meaning shall be consistent with that specified in clause (i) above until such time as there are no longer Outstanding any Previously Issued Priority Bonds (except the Series 2009 Bonds and the Series 2010 Bonds, which are excluded from the definition of Previously Issued Priority Bonds for purposes of this clause) and, thereafter, it shall have the meaning ascribed thereto in clause (ii). W. The term "Gross Revenues" shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System, including the interest income from the investment or deposit of money in any Fund created or confirmed by this Ordinance or maintained by the City in connection with the System, other than those amounts subject to payment to the United States of America as rebate pursuant to section 148 of the Code. X. The terms "Net Revenues of the System" and "Net Revenues" shall mean all Gross Revenues less Operating Expenses. Y. The term "Operating Expenses" shall mean the expenses of operation and maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and fairly exercised by the passage of appropriate ordinances, are necessary to render adequate service, or such as might be necessary to meet some physical accident or condition which would otherwise impair any Priority Bonds. Operating Expenses shall include the purchase of water, sewer and gas services as received from other entities and the expenses related thereto, and, to the extent permitted by law, Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. Depreciation, and payments from the System Fund to other funds established in this Ordinance, shall never be considered as expenses of operation and maintenance. Z. The term "Outstanding' shall rrean, as of the date of determination. all Priority. Bonds theretofore issued and delivered except: those Priority Bonds Ltheretofore Car: °le.d by the respective paying agents fer such riori v' Bonds. 07 delivered to such _Jayinc agents for cancellation' those Friel-in' Bonds for which payment has been duly provided by the City by the irrevocable deposit with the respective paving agents for such Priority Bonds of money in the amount necessary to filly pay principal of premium, if any, and interest thereon to maturity or redemption, if any, as the case may be, provided that, if such 9008254.4 -12- -507— Priority Bonds are to be redeemed, notice of redemption thereof shall have been duly given pursuant to the ordinance authorizing the issuance of such Priority Bonds, irrevocably provided to be given to the satisfaction of such paying agents, or waived; (3) those Priority Bonds that have been mutilated, destmycd, lost, or stolen and for which replacement bonds have been registered and delivered in lieu thereof; and (4) those Priority Bonds for which the payment of principal thereof, premium, if any, and interest thereon to Stated Maturity re redemption has been duly provided for by the City by the deposit in trust of money or Government Obligations, or both. AA. The term "Paying Agent/Registrar" shall mean the financial institution specified in Section 4.A of this Ordinance, or its herein- permitted successors and assigns. BB. The term "Pledged Revenues" shall mean (1) the Net Revenues, plus (2) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged to the payment of the Priority Bonds. CC. The term "Previously Issued Priority Bonds" shall have the meaning given said term in the preamble to this Ordinance. DD. The term "Priority Bonds" shall mean the Previously Issued Priority Bonds, the Bonds, the Series 2010 Taxable Bonds, and any Additional Priority Bonds. EE. The term "Prudent Utility Practice" shall mean any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case Ot ary facility included in the System which is owned in common with one or more other entities_ the :-ern "Prudent Utility Practice ", as applied to such facility, shall have the meaning set fc rl: in the agreement governing the operation of such facility. FF. The terrn "Purchaser" shall have the meaning given such term in Section :5 of this GC. The terra "Rating Agency" shall mean any nationally recognized securities rating agency which has assigned a rating to the Priority Bonds. -13- -508— HH. The term "Required Amount" shall have the meaning given such term in Section 10 of this Ordinance. II. The term "Reserve Fund" shall have the meaning given such term in Section 10 of this Ordinance. JJ. The term "Reserve Fund Obligations" shall mean cash, Eligible Investments. any Credit Facility, or any combination of the foregoing. KK. The term "Series 1990 Bonds" shall mean the $64,660,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 1990, authorized by the ordinance adopted by the City on November 15, 1990; the term "Series 1999 Bonds" shall mean the $47,740,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds Series 1999, authorized by the ordinance adopted by the City on May 11, 1999; the term "Series 1 999 -A Bonds" shall mean the $15,750,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999 -A, authorized by the ordinance adopted by the City on April 20, 1999; the term "Series 2000 Bonds" shall mean the $34,740,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000, authorized by the ordinance adopted by the City on May 11, 1999 (as amended by ordinance adopted on June 15, 1999); the term "Series 2000 -A Bonds" shall mean the $42,520,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000 -A, authorized by the ordinance adopted by the City on September 19, 2000; the term "Series 2002 Bonds" shall mean the $92,330,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2002, authorized by the ordinance adopted by the City on August 20, 2002; the term "Series 2003 Bonds" shall mean the $28,870,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2003, authorized by the ordinance adopted by the City on March 25, 2003; the term "Series 2004 Bonds" shall mean the 550,000,000 City of Corpus Christi; Texas Utility System Revenue Refunding and Improvement Bonds, Series 2004, authorized by the ordinance adopted by the City an July 13, 2004; the term "Series 2005 Bonds" shall mean the 570,390,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005, authorized by the ordinance adopted by the City on December 21, 2004; the term "Series 2005A Bonds" shall mean the $68,325,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds. Series 2005A, authorized by the ordinance adopted by the City on August 30, 2005; the term "Series 2006 Bonds" shall mean the 584.415,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2006, authorized by the ordinance adopted by the City on September 26, 2006; the term "Series 2009 Bonds" shall mean the 596,490,000 City of Corpus Christ, Texas Utility System Revenue Improvement Bonds, Series 2009. authorized by the ordinance adopted by the City on Februar v 24, 2009. the term "Series 201 0 Bonds' shall mean the 58,000,000 City of Corpus Christi. Texas utility System Revenue Improvement Bonds. Series 2010. authorized by .he ordinance aaopced by the City on Marche 20I0, and the term "Series 2010 Taxable Bonds" shall mean the S City of Corpus Christi, Texas Utility System Revenue irnnrovernent Bonds. Taxable Series 2010 (Direct Subsidy —Build America Bonds), authorized by the ordinance adopted by the City concurrently with the adoption of this Ordinance on June 22. 2010. 9008254g.4 -14- -509— LL.The Term "Subordinated Obligations" shall mean any bonds, notes, or other obligations issued pursuant to law payable in whole or in part from the Pledged Revenues but subordinate to the Priority Bonds, which includes the Series B Commercial Paper Notes. MM. The term "System" shall mean and include, for so long as the Previously Issued Priority Bonds (except for the Series 2010 bonds, which are excluded from such definition for this purpose) remain Outstanding or until consents from the Holders thereof permitting an amendment to the applicable authorizing ordinances providing for an earlier date of effectiveness are secured, the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law, storm sewer and drainage within the waterworks system, and all replacements thereof; thereafter, the term "System" shall mean and include the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law (and to be added at the sole discretion of the City), solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise services, and all replacements, additions, and improvements to any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City not to be a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of "Special Facilities Bonds ", which are hereby defined as being special revenue obligations of the City which are not secured by or payable from the Pledged Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such "Special Facilities Bonds ". NN. The term "System Fund" shall have the meaning given such term in Section 8 of this Ordinance. 00. The term "Value of Investment Securities" and words of like import shall mean the amortized value thereof, provided, however, that all United States of America, United States Treasury Obligations- -State and Local Gov ernrnent Series shall be valued at par and those obligations which are redeemable at the option of the holder shall be valued at the price at which such ob1iutio =_s are then redeemable. The commutations made under this paragraph shall include accrued it to est on the investment securities paid as a part of the purchase price thereof and not collected. 17,21- the purposes of this definition, "amortized value", when used with respect to a sect;' p +1_ .._ :ase at gan means the nu chase p] ice of such security. . The ie= Yearn shall -mean the re ular fiscal year used by the City in connection with :ire : ").7.--ut_e_1 of the Sister:, which -nay be any twelve consecutive months period establishes. :__F City, cur: c nt by =ric, the ° io of time beginning on August I and ending on July 3l. --51 0— SECTION 7: Pledge. A. Pledged Revenues. The Priority Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues including such revenues within the System Fund and the Funds hereinafter created in this Ordinance; and the Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service Fund and the Reserve Fund as hereinafter provided. The Priority Bonds are and will be secured by and payable only from the Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties, whether real, personal, or mixed, constituting the System. B. Security Interest. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of the Pledged Revenues granted by the City under Subsection A of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are Outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, as amended, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. SECTION 8: System Fund. There has heretofore been created and established and there shall be maintained on the books of the City, and accounted for separate and apart from all other funds of the City, a special fund entitled the "City of Corpus Christi Utility System Fund" (the "System Fund "). All Gross Revenues shall be credited to the System Fund immediately upon receipt. All Operating Expenses shall be paid from such Gross Revenues credited to the System Fund as a first charge against same. SECTION 9: Debt Service Fund. A. Debt Service Fund Established. For the sole purpose of paying the principal amount of, premium, if any. Amortization Installments, if any, and interest on all Priority Bonds, there has heretofore been created and established and there shall be maintained on the books of the City a separate fund entitled the "City of Corpus Christi Utility System Revenue Bonds Debt Service Fund" (the "Debt Service Fund "), Money in the Debt Service Fund shall be deposited and maintained in an official depository bank of the City. B. Capitalized Interest A.ccount. Within the Debt Se?"L'ice Fund there 'nay hereafter be established a Capitalized Interest Account. The proceeds of Prictity Bonds representing capitalized interest may' be deposited into the Capitalized Interest Account. Oii or before the day next preceding any interest pavement date Prio"n" Bones or '.leer ob'i�'ations for which acne interest has beer capitalized. the City shall u_se the money in the Capitalized interest recount to pay such interest on such Priority Bonds he obligations to the extent of the amounts therein representing such capitalized interest. C. Surplus Proceeds. Effective at such time as the Previously Issued Priority Bonds are no longer Outstanding, the City may transfer excess amounts held in the Debt Service Fund to 90082548.4 -16- -511— any fund or funds established for the payment of or security for the Priority Bonds (including any escrow established for the final payment of any such obligations pursuant to Chapter 1207, as amended, Texas Government Code) or use such excess amount for any lawful purpose now or hereafter provided by law; provided, however, to the extent that such excess amount represents bond proceeds, then such amount must remain in the Debt Service Fund. SECTION 10: Reserve Fund. A. Reserve Fund Established. There has heretofore been created and established and there shall be maintained on the books of the City a separate fund entitled the "City of Corpus Christi Utility System Revenue Bonds Reserve Fund" (the "Reserve Fund "). There shall be deposited into the Reserve Fund any Reserve Fund Obligations so designated by the City. Reserve Fund Obligations in the Reserve Fund shall be deposited and maintained in an official depository bank of the City. Reserve Fund Obligations in the Reserve Fund shall be used solely for the purpose of retiring the last of any Priority Bonds as they become due or paying principal of and interest on any Priority Bonds when and to the extent the amounts in the Debt Service Fund are insufficient for such purpose. The Reserve Fund shall be maintained in an amount equal to the Average Annual Principal and Interest Requirements of the Outstanding Priority Bonds after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax credit bonds (the "Required Amount "). The City may, at its option, withdraw and transfer to the System Fund, all surplus in the Reserve Fund over the Required Amount. B. Credit Facility. The City may replace or substitute a Credit Facility for cash or Eligible Investments on deposit in the Reserve Fund or in substitution for or replacement of any existing Credit Facility. Upon such replacement or substitution, cash or Eligible Investments on deposit in the Reserve Fund which, taken together with the face amount of any existing Credit Facilities, are in excess of the Required Amount may be withdrawn by the City, at its option, and transferred to the System Fund; provided, however, that the face amount of any Credit Facility may be reduced at the option of the City in lieu of such transfer. C. Withdrawals. If the City is required to make a withdrawal from the Reserve Fund for any of the purposes described in this Section, the City shall promptly notify any applicable Credit Facility Provider of the necessity for a withdrawal from the Reserve Fund for any such purposes. and shall make such withdrawal FIRST from available money or Eligible Investments then on deposit in the Reserve Fund, and NEXT from a drawing under any Credit Facility to the extent of such deficiency. D. Deficiencies. In the event of a deficiency in the Reserve Fund. or in the event that on the date of termination or ex. iratior _ r CTredi. _Fre there is not or deposit in the Rese;r Fund suf ieient Reserve Fund igau u all in - agree t. o i f e/'x cc l on the - nc rJU� Cb:L'�__.�. ail __ C.:. .. `J `-GL6� amount C.: least L.rS_tef�.'_� to the Required Amount; then the City shall satisfy the Re q'ui -red Amount by depositing Rese: Ye Fund Obligations into the Reserve Fund in monthly installments of not less than ! 1!50 of the Required Amount made on or before the 10th day of each month following such termination or expiration. 90082548..4 -17- -513— E. Redemption; Defeasance. In the event of the redemption or defeasance cr any Priority Bonds, any Reserve Fund Obligations on deposit in the Reserve Fund in excess of the Required Amount may be withdrawn and transferred, at the option of the City, to the System Fund, as a result of (i) the redemption of any Priority Bonds, or (ii) funds for the payment of any Priority Bonds having been deposited irrevocably with the paying agent or place of payment therefor in the manner described in any ordinance authorizing the issuance of Priority Bonds, the result of such deposit being that such Priority Bonds no longer are deemed to be Outstanding under the terms of any such ordinance. F. Reimbursement of Credit Facility Provider. In the event there is a draw upon a Credit Facility, the City shall reimburse the Credit Facility Provider for such draw, in accordance with the terms of any agreement pursuant to which the Credit Facility is issued, from Pledged Revenues; provided, however, such reimbursement from Pledged Revenues shall be subordinate and junior in right of payment to the payment of principal of and premium, if any, and interest on the Priority Bonds. G. Additional Priority Bonds. Upon the issuance of Additional Priority Bonds the money in the Reserve Fund shall be increased to the newly - established Required Amount in accordance with the provisions of Section 18.B of this Ordinance. SECTION 11: Subordinated Obligations Funds and Accounts. The City hereafter may create, establish and maintain on the books of the City separate funds and accounts from which money can be withdrawn to pay the principal of and interest on Subordinated Obligations which hereafter may be issued. SECTION 12: Investments. Money in any Fund established pursuant to this Ordinance may, at the option of the City, be placed or invested in Eligible Investments. Money in the Reserve Fund shall not be invested in securities with an average aggregate weighted maturity of greater than seven years. If money in a Fund herein established are permitted to be invested. the value of any such Fund shall be established by adding the money therein to the Value of Investment Securities. The value of each such Fund shall be established annually during the at month of each Year, and in addition thereto and with respect to the Reserve Fund, value shall be established within thirty days prior to the issuance of Priority Bonds and at the time or times withdrawals are made therefrom. Such investments shall be sold promptly when necessary to prevent any default in connection with the Priority Bonds. Earnings derived from the investment of money on deposit in the various Funds and Accounts created hereunder shall be credite�? to t :_e Fund or Account from which money used to acn wire such investment shall have cor_ae.. SECTION 13: Funds Secured. Money in the System Fund and all Funds cret Ordinance, to the extent not invested, shall be secured in the manner prescribe. securing funds of the City. SECTION 14: Flow of Funds. All mo nev in the System Fund not ref.l i°e . Operating Expenses during each month shall be applied by the City, on or before the the following month, conunencLng during the months and in the order of priority the Funds and Accounts that such anpii a ions are he einafcer set forth in this Sec ion. 900F2 4g.4 —514— A. Debt Service Fund. To the credit of the Debt Service Fund, in the following order of priority, to -wit: (1) such amounts, deposited in approximately equal monthly installments, commencing during the month in which the Priority Bonds are delivered, or the month thereafter if delivery is made after the IOth day thereof, as will be sufficient, together with other amounts, if any, in the Debt Service Fund available for such purpose (including specifically money on deposit in the Capitalized Interest Account, if any, dedicated thereto), to pay the interest scheduled to come due on Priority Bonds on the next succeeding interest payment date; (2) such amounts, deposited in approximately equal monthly installments, commencing during the month which shall be the later to occur of (1) the twelfth month before the first maturity date of Priority Bonds or (ii) the month in which Priority Bonds are delivered, or the month thereafter if delivery is made after the 10th day thereof, as will be sufficient, together with other amounts, if any, in the Debt Service Fund available for such purpose, to pay the principal scheduled to mature on Priority Bonds on the next succeeding principal payment date; and (3) Amortization Installments, in such amounts and on such dates as set forth in any ordinance authorizing a series of Priority Bonds which contain Term Bonds within such series, to pay scheduled principal amounts of Priority Bonds which constitute Term Bonds to be redeemed in accordance with the terms of said ordinance. B. Reserve Fund. To the credit of the Reserve Fund, such amounts, deposited in approximately equal monthly installments, commencing during the month in which the Priority Bonds are delivered, or the month thereafter if delivery is made after the 10th day thereof, equal to not less than 1/60 of the Required Amount, until such time as such amounts together with other amounts, if any, in the Reserve Fund, equal the Required Amount, When and so long as the Reserve Fund Obligations in the Reserve Fund are not less than the Required Amount, no deposits need be made to the credit of the Reserve Fund. When and if the Reserve Fund at any time contains less than the Required Amount due to any cause or condition other than the issuance of Additional Priority Bonds then, subject and subordinate to making the required deposits to the credit of the Debt Service Fund, commencing with the month during which such deficiency occurs; such deficiency shall be made up from the next available Pledged Revenues or from any other sources available for such purpose. Reimbursements to a Credit Facility Provider made in accordance with the terms of Subsection 10.F of this Ordinance shall constitute the malting up of a deficiency to the extent that such reimbursements result in the reinstatement, in whole or in part, as the case may be, of the amount of the Credit i aeilir<<. If the Reserve Fund contains Less than the Required Amount due to the issuance of Additional Priority Bonds. deposits shall be made to the Reserve Fund comrner_cing during the month and in the amounts required by Subsection 18.B of this Ordinance, unless a Credit Facility is deposited in the Reserve Fund in an amount necessary to cause the sum of money and the value of investment Securities and any other Credit Facilities in the Reserve Fund to equal the Required Amount. C. Surplus. The balance of any money remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, including, but 9 0082 5 4 8 4- -19- -515— not limited to, Subordinated Obligations; and for any other lawful purpose; provided, however, that transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Year. SECTION 15: Deficiencies. If on any occasion there shall not be sufficient Pledged Revenues to make the deposits and other applications of money required by Section 14 with respect to the various Funds as provided therein, any such deficiencies shall be made up (in the order that each such Fund is provided for in Section 14) as soon as possible from the next available Pledged Revenues, or from any other sources available for such purpose. The foregoing notwithstanding, however, if any deficiency in the Reserve Fund occurs as a result of withdrawals therefrom or decreases in the market value of Eligible Investments on deposit therein, such deficiency will be made up from the next available Pledged Revenues within twelve months from the date of such deficiency is determined, with such deposits to the Reserve Fund to be made in not more than twelve substantially equal monthly payments. SECTION 16: Payment of Bonds. On or before the first scheduled interest Payment Date, and on or before each interest payment date and principal payment date thereafter while any of the Priority Bonds are Outstanding and unpaid, the City shall make available to the paying agent therefor, out of the Debt Service Fund (and the other Funds, if necessary, in the order of priority set forth herein) money sufficient to pay such interest on and such principal amount of the Priority Bonds, as shall become due and mature on such dates, respectively, at maturity or by redemption prior to maturity. The Paying Agent/Registrar, or the bond registrar for each series of Priority Bonds shall destroy all paid Priority Bonds, as applicable, and furnish the City with an appropriate certificate of cancellation or destruction. SECTION 17: Final Deposits; Government Obligations. A. Defeasance. Any Priority Bond shall be deemed to be paid, retired and no longer Outstanding within the meaning of this Ordinance when payment of the principal amount of, redemption premium, if any, on such Priority Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made in accordance with the terms thereof or (ii) shall have been provided for by irrevocably depositing with, or making available to, a paying agent (or escrow agent) therefor, in trust and irrevocably set aside exclusively for such payment, in accordance with the terms and conditions of an agreement between the City and said paying agent (or escrow agent), (1) money sufficient to make such payment or (2) Government Obligations, certified by an independent public accounting firm of national reputation, to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of such paying agent pertaining to the Priority Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for (and irrevocable instructions shall have . been given by the City to the paying agent of such bonds to give notice of such redemption in the manner required by the ordinance or ordinances authorizing the issuance of such bonds) tc the satisfaction of such paying agent. Such paying agent shall give notice to each registered owner of any Priority Bond that such deposit as described above has been made, in the same manner as described in Section 2.B of this Ordinance. In addition, in cor1nection . itli a defeasance, such paying agent shall give notice of redemption, if necessary, to the revistered owners of any SCivS:.48.4 -20- -515-- Priority Bonds in the manner described in such Priority Bonds and as directed in the redemption instructions delivered by the City to such paying agent. At such time as a Priority Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or a lien on and pledge of the Pledged Revenues, and shall be entitled to payment solely from such money or Government Obligations. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. B. Government Obligations. Any money so deposited with a paying agent (or escrow agent) may, at the direction of the City, also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from all Government Obligations in the hands of the paying agent (or escrow agent) pursuant to this Section which is not required for the payment of the principal of such Priority Bonds, the redemption premium, if any, therefor, and interest thereon, with respect to which such money has been so deposited, shall be remitted to the City for deposit into the System Fund. C. Payment of Priority Bonds. Except as provided in Subsection B of this Section, all money or Government Obligations set aside and held in trust pursuant to the provisions of this Section for the payment of the principal of such Priority Bonds, the redemption premium, if any, therefor, and interest thereon, shall be applied solely to and used solely for the payment of such Priority Bonds, such redemption premium, if any, and interest thereon. SECTION 18: Issuance of Additional Priority Bonds. A. Reservation of Rizht to Issue Additional Priority Bonds. Subject to the provisions hereinafter appearing as conditions precedent which must first be satisfied, the City reserves the right to issue. from time to time as needed. Additional Priority Bonds for any lawful purpose relating to the System. Such Additional Priority Bonds may be issued in such form and manner as now or hereafter authorized by the laws of the State of texas for the issuance of evidences c indebtedness or other instruments, and should new methods or financing techniques be developed that differ from those now - available and fir: normal use. the City reserves the right to employ the same in its financing arrangements provided only that the same conditions nreceo.en. herein required for the authorization and issuance of Additional Priority Bonds are satisfied. B. Debt Service Fund and Reserve Fund: Funding Reserve Fund. The Debt Service Fund and the Reserve Fund confirmed by this Ordinance shall secure and be used to pay all Additional Priority Bonds hereafter issued. Upon the issuance and delivery of Additional Priority 90082548.4 -21- -5 1 7-- Bonds, the additional amount required to be deposited in the Reserve Fund shall be so accumulated by the deposit in the Reserve Fund of all or any part of said required additional amount in cash immediately after the delivery of such Additional Priority Bonds, or, at the option of the City, (i) by the deposit of said required additional amount (or any balance of said required additional amount not deposited in cash as permitted above) in approximately equal monthly installments, made on or before the 10th day of each month following the delivery of such Additional Priority Bonds, of not less than 1 /64th of said required additional amount (or 1/60th of the balance of said required additional amount not deposited in cash as permitted above) or (ii) by the deposit of a Credit Facility which, in whole or in combination with deposits described in clause (i) above, is sufficient to satisfy the required additional amount to be on deposit in the Reserve Fund. C. Calculations. All calculations of Average Annual Principal and Interest Requirements made pursuant to this Section shall be made as of and from the date of the Additional Priority Bonds then proposed to be issued. SECTION 19: Further Requirements for Additional Priority Bonds. A. Conditions Precedent for Issuance of Additional Priority Bonds - General. As a condition precedent to the issuance of any Additional Priority Bonds, the City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Pledged Revenues and (ii) that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Pledged Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Priority Bonds, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Priority Bonds. B. Conditions Precedent for Issuance of Additional Priority Bonds - Capital itnnrovements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Priority Bonds will not be issued for the purpose of financing Capital Improvements; or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection C. D or E of this Section) unless and until the conditions precedent in Subsection A above have been satisfied and. in addition thereto, the City has secured a certificate or opinion of the Accountant to the elect that, according to the books and records of the City, the Net Earnings (as hereinafter defined) for the preceding Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Priority Bonds is adopted are at least equal to 1.25 times the Average Annual Principal and Interest Requirements for all Outstanding Priority Bonds after giving effect to the Additional Priority Bonds then proposed. The forezoing notwithstanding, the City covenants and agrees that Additional Priority Bonds ma.v not be issued for the purpose of financing Capital Improvements when other Outstanding Priority Solids which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Priority Bonds has been provided for at least the twelve -22- -518�- months subsequent to the date of issuance of the Additional Priority Bonds then proposed to be issued, unless the conditions precedent in Subsection A above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2) if the relevant conditions of this Subsection B as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection C(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certificate or opinion of the Accountant to the effect that, according to the books and records of the City, the Net Earnings for the preceding Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Priority Bonds is adopted are at least equal to 1.25 times the Average Annual Principal and Interest Requirements for all Outstanding Priority Bonds (other than any Priority Bonds issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Priority Bonds proposed to be issued) after giving effect to the Priority Bonds then proposed. C. Conditions Precedent for Issuance of Additional Priority Bonds - Capital Additions: Initial Issue. The City covenants and agrees that Additional Priority Bonds will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection A above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection B above are satisfied or, in the alternative, the City shall have obtained: (i) from the Engineer of Record a comprehensive Engineering Report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Years after the date the Capital Addition becomes commercially operative, and (8) conclude that (1) the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of the Engineer of Record to the effect that, based on the Engineering Report prepared for each Capital Addition, the projected Net Earnings for each of the five Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the Engineering Report) will be equal to at least 1.25 times the !average Annual Principal and interest Requirements for Priority Bonds then Outstanding or incurred and all Priority Bonds estimated to be issued, if and-, for all Capital Improvements anC for a'1 Capita _kdditiois then in progress or then beim, initiated, c uri is the period from the date the first series of obligations for the Capital Additions is to be delivered througlh the fifth Year su bseauent tc the date the Capital Addition is estirnatec to become commercially operative. D. Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection C(i) and (ii) above and the initial Priority Bonds issued therefor are delivered, the City reserves the right to issue Additional Priority Bonds to 400825484 - 23- -- 519 -- finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection C(i) and (ii) or Subsection B of this Section but subject to satisfaction of the following conditions precedent: (i) the City makes a forecast (the "Forecast ") of the operations of the System demonstrating the System's ability to pay all obligations, payable from the Pledged Revenues of the System to be Outstanding after the issuance of the Additional Priority Bonds then being issued for the period (the "Forecast Period ") of each ensuing Year through the fifth Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) the Engineer of Record reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Pledged Revenues of the System will be adequate to pay all the obligations, payable from the Pledged Revenues of the System to be Outstanding after the issuance of the Additional Priority Bonds then being issued for the Forecast Period and (B) the proceeds from the sale of such Additional Priority Bonds are estimated to be sufficient to complete such acquisition and construction, E. Refunding Issues. The City reserves the right to issue refunding bonds to refund all or any part of the Outstanding Priority Bonds (pursuant to any law then available), upon such terms and conditions as the governing body of the City may deem to be in the best interest of the City and its inhabitants, and if less than all such Outstanding Priority Bonds are refunded, the conditions precedent prescribed in Subsection A and B of this Section shall be satisfied and the Accountant's certificate or opinion required by Subsection B shall give effect to the issuance of the proposed refunding bonds (and shall not give effect to the Priority Bonds being refunded following their cancellation or provision being made for their payment). In addition, the City reserves the right to refund all or any part of any other obligations of the System, upon such terms and conditions as the Governing Body of the City may deem to be in the best interest of the City and its inhabitants, provided that the conditions prescribed in Subsection A and B of this Section shall be satisfied. No Accountant's certificate otherwise required by Subsection B will be required for refunding bonds, after giving effect to such proposed refunding, if there is no increase in debt service for any Year in which there will be debt service on Priority Bonds Outstanding both before and after such refunding. F. Computations: Reports. With reference to Priority Bonds anticipated and estimated to be issuer or inc iTed, the Average Annual Principal and Interest Requirements therefor shall be those reasonably estimated and computed by the City's Director of Financial Services (or other officer of ':rte City then having the primary responsibility for the financial affairs of the City) of per effect to the receipt or ar_Iicipated receipt of a refundable tax credit or similar payment re atiry to a series of Priority Bonds irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of P io4 :v ponds to which it relates. In the preparation of the Engineering Report required in Subsection � C', i �-e. , j the Engineer of Record may rely on other experts or professionals, above, including -Nose tie el-,-.-11::ioyrnent of the Ci.y, provided such Engineering Report discloses the extent of suc.', rear ee and ooncl�.oes it is reasonable so to rely. In connection with the issuance of Priority �= onc: s for C ao tall Additions, the c:.=rti-?cate cf the City-'s Director of Financial Services and F gineC_ of Record. t ogether with the Engineering Report for the initial issue and the Forecast for a sllbsequerit issue, shall be conclusive evidence and the only evidence required to show CoE".'7::a_1ce ;M1 i b the rrei•isions and reeuirements and this clause of this Section. 940525=.' _523._ G. Combination Issues. Priority Bonds for Capital Additions may be combined in a single issue with Priority Bonds for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection B through E are complied with as the same relate to the appropriate purpose. H. Subordinated Obligations. The City may, at any time and from time to time, for any lawful purpose, issue Subordinated Obligations, the principal of and redemption premium, if any, and interest on which is payable from and secured by a pledge of and lien on the Pledged Revenues junior and subordinate to the hen and pledge created hereby for the security of the Priority Bonds and the payments required to be made hereunder into the Debt Service Fund and the Reserve Fund; provided, however, that any such pledge and lien securing the Subordinated Obligations shall be, and shall be expressed to be, subordinate in all respects to the pledge of and lien on the Pledged Revenues as security for the Priority Bonds; and provided further that any default with respect to the issuance of Subordinated Obligations will not be deemed a default with respect to the Priority Bonds. I. Definition of Net Earnings. As used in this Section, the term "Net Earnings" shall mean the Gross Revenues of the System after deducting the Operating Expenses of the System. but not expenditures which, under standard accounting practice, should be charged to capital expenditures. J. Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the Accountant may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by the Accountant's certification or opinion based on such change in rates and charges being in effect for the entire period covered by the Accountant's certificate or opinion. SECTION 20: General Covenants. The City further covenants and agrees that in accordance with and to the extent required or permitted by law: A. Performance. It will faithfully perform at all times any and all covenants. undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance authorizing, the issuance of Additional Priority Bonds; it will promptly pay or cause to be paid the principal amount of and interest on every Priority Bond, an the dates and in the places and manner prescribed in such ordinances and such Priority Bonds: and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into ;:he System Fund and the Funds herein created; and any registered owner of any Priority Bons may eauire the City, its officials and employees to cam out. :esneet or enforce the covenants and obligations of this Ordnance, or any ordinance authorizing the issuance of Priority Bonds, by all legal and equitable means, including specifically, but without limitation, the use and filing e mandamus proceedings, in any court of competent jurisdiction. against the City, its officials and employees. 96082548.4 - 25- - 521— B. City's Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds: that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Acquisition and Construction; Operation and Maintenance. (1) It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements, in accordance with the plans and specifications therefor, as modified from time to time, with due diligence and in a sound and economical manner; and (2) it shall at all times use its best efforts to operate or cause to be operated the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain, preserve, reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its best efforts to cause to be made, all necessary and proper repairs, replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands; buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands; buildings, structures and facilities, and every part thereof, for the benefit of the owners of the Priority Bonds, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged Revenues to the payment of the Priority Bonds in the manner prescribed herein, and has lawfully exercised such rights. E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lieri or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, rnateriaiman's or ether lien or charge which might or could be prior to the liens hereof; or do or suffer any r. att ar or thing whereby the liens hereof might or could be impaired; provided however, that nc such tax, assessment or charge, and that no such claims which might be used as the basis of a ___ec antic's, laborer's, materialm.an's or other lien or charge, shall be required to be paid so long as the valid.qty of the same shall be contested in good faith by the City. F. No Free Service. No free service or s �r- ice ct_ler vise --'-m in accordance whh the established rate schedule shall be furnished, directly the Systern verso_= firm, corporation or other entity. other than the City. _ r, "?L ::f ti'_e salary of a any c iI :IaI employee oldie City or his replacement shall be a: t, -, ie.,, -2d Revenues unless any1 only to the extent the duties and performances of such of is :.wi o:- or his redacernent w'7 oriabi directly to the System. To the extent the CIF • reoe: . -e se='Vice_ of the 'yst ;?- s..rvices shall be accounted for according to the estabiishcry . ate ,c:- i e•o.:5, L...4 -2b- G. Further Encumbrance. It will not additionally encumber the Pledged Revenues in any manner, except as permitted in this Ordinance in connection with Priority Bonds, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance; but the right of the City to issue Subordinated Obligations payable in whole or in part from a subordinate lien on the Pledged Revenues is specifically recognized and retained. H. Sale. Lease or Disposal of Property. No part of the System shall be sold, leased, mortgaged, demolished, removed or otherwise disposed of, except as follows: (1) To the extent permitted by law, the City may sell or exchange at any time and from time to time any property or facilities constituting part of the System only if (A) it shall determine such property or facilities are not useful in the operation of the System, or (B) the proceeds of such sale are S250,000 or less, or it shall have received a certificate executed by the Engineer of Record and the City Manager stating, in their opinion, that the fair market value of the property or facilities exchanged is 5250,000 or less, or (C) if such proceeds or fair market value exceeds 5250,000 it shall have received a certificate executed by the Engineer of Record and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Priority Bonds, or (ii) otherwise be used to provide for the payment of Priority Bonds. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Priority Bonds, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Priority Bonds, then the City may utilize the proceeds of such sale or exchange for any lawful purpose: and (2) To the extent permitted by law. the Cite may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right (A) does not impede the operation by the City of the System and (t3) does not in any manner impair or adversely affect the rights or security of the owners of the Friority Bonds under this Ordinance: and provided, further. that if the depreciated cost of the property to be covered by any such lease, contract. license, anangernent, easement or other right is in excess of 5500,000. the City shall have received a certificate executed by the Engineer of Record and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, contract, license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. 40082548.4 -27- -523— I. Books. Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. (2) In lieu of obtaining policies for insurance as provided above, the City may self- insure against risks, accidents; claims or casualties described in clause (1) above. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. K. Rate Covenant. h will fix, establish, maintain and collect such rates, charizes and fees for the use and availability of the System at all times as are necessary to produce Gross Revenues and other Pledged Revenues equal to the greater of amounts determined in accordance with clauses (1) or (2) below, to -wit, amounts sufficient: (1) (A) to pay all current Operating Exnenses of the System, and (B) to produce Net Revenues for each Year at least equal to 1.25 times t ,e Average Annual Principal and interest Requirements of all then Outstanding Priority Bonds: caz (2) to pay the sum of (A) all current Operating Expenses, (B) the Average Annual Principal and Interest Requirements on the then Outstanding Priority Bonds, (C) deposits to the Reserve F ne required for the Priority Bonds, and (D) amounts required to pay all other obligation of the System reasonably anticipated to be paid from Gross Revenues during the current Year. calculation of Average Annual Principal and Interest Requirements on all Outstandii_2 Pric.r --- Bonds shall be net of (1) ca.pitaiized interest for such Priority Bonds only if the ir ores• : a Capitalized interest Account received f-cm proceeds of such Priority Bonds held in cw ii cr invested in Government Obligations and (2) the receipt or anticipated receipt of a refanizbir..aT• credit or similar payment :eating to a series of Priority Bonds irrevocably desiz,a led refundable tax credit bonds, which payment shall be treated as one offset to regularly debt service of the series of ':ior :tv Bonds to which it relates.. The foregoing notwiths`andi:_ , 9005 :54 "o.4 —524— such rates, charges and fees shall be fixed, established, maintained and collected at a level sufficient to enable the City to pay debt service on Priority Bonds during the current Year. L. Audits. After the close of each Year while any Priority Bonds are Outstanding, an audit will be made of the books and accounts relating to the System and the Pledged Revenues by the Accountant. As soon as practicable after the close of each such Year, and when said audit has been completed and made available to the City, a copy of such audit for the preceding year shall be mailed to any holder of the then Outstanding Priority Bonds who shall so request in writing. Such annual audit reports shall be open to the inspection of the registered owners of the Priority Bonds and their agents and representatives at all reasonable times. M. Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any govenunental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. N. No Competition. To the extent it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System's facilities, and, to the extent that it legally may, the City will prohibit any such competing facilities. D. Rights of Inspection. The Engineer of Record or any registered owner of S100,000 in aggregate principal amount of the Priority Bonds then Outstanding shall have the right at all reasonable times to inspect the System and all records; accounts and data of the City relating thereto, and upon request the City shall furnish to the Engineer of Record or such registered owner, as the case may be. such financial statements. reports and other infonnation relating to the City and the System as the Engineer of Record or such registered owner may from time to time reasonably request. SECTION 21: Covenants Regarding Tax-Exemption. A. Definitions. When used in this Section. the following terns have the following m eanin gs: ` `Code' means the Internal Revenue Code of 1986. as amended by ali legislation. if ar. . effective on or before the Closing Date. :`Computation Date' has the meaning set forth in section 1.148 -1(b) of the Reauiations. Gross Proceeds means any proceeds c f n ' , 4 8 - a.. defined in section :: z -1 t ",h ��r Regulations. and any replacement proceeds as defined in section .1488 -1(c) of the Regulations. of the Bonds. "Investment" has the meaning set forth in section 1.148 -I(b) of the Regulations. 40052548.4 -29- -525— "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. "Rebate Amount" has the meaning set forth in section 1.148 -1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced, "Yield" of 1) any Investment has the meaning set forth in section 1.148 -5 of the Regulations; and 2) the Bonds has the meaning set forth in section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the "gross income ", as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last stated maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements such as take, take or pay, certain requirements and other similar output contracts or arrangements with terms different than those applicable to the general public; or any property acquired, cons:: u:ted or improve i with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any p rc°. e rty the acquisition, construction or improvement of which is to be financed or _'efITILr_cec _30- --525 -- directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (3) not allow any "nonqualified amount" (as defined in section 141(b)(8) of the Code) of the Bonds to exceed the excess of (i) S15,000,000 over (ii) the aggregate nonqualified amounts with respect to all prior tax - exempt bonds, five percent or more of the proceeds of which are or will be used with respect to any facility financed by the Bonds (or any other facility which is part of the same project as a facility financed by the), all within the meaning of section 141(b)(4) of the Code; and (4) not allow more than the lesser of (i) $5,000,000 or (ii) five percent of the proceeds of the Bonds to acquire nongovernmental output property, as defined in section 141(d)(2) of the Code, except if 95 percent or more of the output from such facility will be consumed in a "qualified service area" (as defined in section 141(d)(3 of the Code) of the City or in a "qualified annexed area" (as defined in section 141(d)(3) of the Code) of the City. D. No Private Loan. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 14I of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds to become "arbitrage bonds" within the rneaning of section 148 of the Code and the Regulations and rulings thereunder; the City shall not at any time prior to the final stated maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of; materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 1 49(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit tc; take an action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Rea-Illations. and rulings thereunder. 0. Information Report. The City shall timely. 11E the e ii;formatmoii reouired by section 149(e) ofthe Code with the Secretary of the Treasury on Form 8035 -G or such other form and in such place as the Secretary may prescribe. 90082548 .4 -31- -527— H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(0 of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at ]east six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(0 of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchaser and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Debt Service Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, any Rebate Amount in the manner and on or before the dates specified in section 148(0 of the Code and the Regulation and rulings thereunder. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(0 of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(0 of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, irerest thereon, and any penalty imposed under section 1.148 3(h) of the Regulations. 1. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the. Regulations and rulings thereunder, the City shall not. at any time prior to the earlier of the stated maturity or final payment cf the Bonds, enter into any transaction that reauces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if die transaction had been at arm's length and had the Yield of the Bonds not been relevant to oar~,. J. ord Not Hedge Bonds. 9:`.A254{.4. -528 -- (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after the issue of such Bonds. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Temporary Periods. The City will or will not waive temporary periods with respect to the Bonds as provided in the City's Tax Exemption Certificate. L. Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City Manager, Interim Assistant Manager for Administrative Services, any Assistant City Manager, and the City's Interim Director of Financial Services, either or any combination of the foregoing, to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code, or Regulations as they deem necessary or appropriate in connection with the Bonds, and other transactions related to any Priority Bonds. Such elections shall be deemed to be made on the Closing Date. SECTION 22: Taxable Obligations. The provisions of Section 21 of this Ordinance notwithstanding, the City reserves the ability to issue Additional Priority Bonds in a manner such that such obligations are not obligations described in section 103(a) of the Code or are obligations which constitute "private activity bonds" within the meaning of section 141 of the Code. SECTION 23: Amendment of Ordinance. A. Approval by Registered Owners. The registered owners of a majority in aggregate principal amount of the Priority Bonds then Outstanding shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the City; provided, however, that without the consent of the registered owners of all of the Priority Bonds at the time Outstanding, nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Ordinance or in the Priority Bonds so as to: (1) make any change in the maturity of any of the Outstanding Priority Bonds: (2) reduce the rate of interest borne by any of the Outstanding Priority Bonds: (3) reduce the amount of the Principal payable on the Outstanding Priority Bonds: modify the terms of payment of principal of, premium; if any. or interest on the Outstanding Priority Bonds or impose any conditions with respect to such payment: (5) affect the rights of the registered owners of less than all of the Priority Bonds then Outstanding; 90052548.4 -33- -529— (6) amend this Subsection A of this Section; or (7) change the minimum percentage of the principal amount of Priority Bonds necessary for consent to any amendment: unless such amendment or amendments be approved by the registered owners of all of the Priority Bonds then Outstanding. B. Notice. If at any time the City shall desire to amend the Ordinance under this Section, the City shall cause notice of the proposed amendment to be published in a financial newspaper or journal published in The City of New York, New York, and a newspaper of general circulation in the City, once during each calendar week for at least two successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all holders of Priority Bonds. Such publication is not required, however, if notice in writing is given to each registered owner of Priority Bonds. C. Consent Obtained. Whenever at any time not less than 30 days, and within one year, from the date of the first publication of said notice or other service of written notice, the City shall receive an instrument or instruments executed by the registered owners of at least a majority in aggregate principal amount of the Priority Bonds then Outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Agent /Registrar, the Governing Body may pass the amendatory ordinance in substantially the same form. D. Amendatory Ordinance. Upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all the registered owners of then Outstanding Priority Bonds and all future P- iority Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such amendments. B. Consent Irrevocable for Six Months. Any consent given by the registered owner of a Priority Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the dale of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future registered owners of the same Priority Bond during such period. Such ecnse__t niav be revoked at any time after six months from the date of the first publication of such notice by the registered owner who nave such consent, or by a successor in title, by flirt no.ic.? thei-eof with the Payina Agent/Re istrar and the City, but such revocation shall not be e-=iec-iv_ if the registered owners of at ieast a majority in aggregate principal amount of the then Priority S ond: as in this Section defined h ave , prior to the attempted revocation. L.Jnsc ei.. to and C:n'.}.o''ed the amendment. ! merr :r'en''c Consent. The _z:eWoing provisions of this Section notwithstandir_c. t i Cry, G:ction of the Cc t c=in. 3oc.y may amend this Ordinance for any one or mel.o:"e }i:. Dseu' 9OCS254S.4 ..r 530 — J (1) to add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed, grant additional rights or remedies to the registered owners of the Priority Bonds or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (2) to make such provisions for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained in this Ordinance, or in regard to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the registered owners of the Priority Bonds then Outstanding; (3) to modify any of the provisions of this Ordinance in any other respect whatever, provided that (i) such modification shall be, and be expressed to be, effective only after all Bonds and each series of Additional Priority Bonds Outstanding at the date of the adoption of such modification shall cease to be Outstanding, and (ii) such modification shall be specifically referred to in the text of all Priority Bonds issued after the date of the adoption of such modification; (4) to make such amendments to this Ordinance as may be required, in the opinion of nationally recognized bond counsel acceptable to the City, to ensure compliance with sections 103 and 141 through 150 of the Code and the regulations promulgated thereunder and applicable thereto; (5) to make such changes, modifications or amendments as may be necessary or desirable in order to allow the owners of the Priority Bonds to thereafter avail themselves of a book -entry system for payments, transfers and other matters relating to the Priority Bonds, which changes, modifications or amendments are not contrary to or inconsistent with other provisions of this Ordinance and which shall not adversely affeci the interests of the owners of the Priority Bonds: (6) to make such changes, modifications or amendments as are permitted by Section 30.D of this Ordinance; (7) to make such changes, modifications or amendments as may be necessary or desirable in order to obtain or maintain the granting of a rating on file Priority Bonds by a Rating Agency or to obtain or maintain a Credit Facility, or to obtain the approval of the Bonds from the Attorney General of the State of Texas: and (8) to make such changes, modifications or amendments as may be necessary or desirable. which shalt not adversely affect the interests of the owners of the Priority- Bonds, in order, to the extent permitted by law, to facilitate the economic and practical utilization of interest rate swap agi eements. foreign currency exchange areements. 07 similar type of agreements with respect to the Priority Bonds. Notice of any such amendment may be published by the City in the manner described in Subsection 13 of this Section; provided, however, that the publication of such notice shall not constitute a condition precedent to the adoption of such amendatory ordinance and the failure to 90082548,4 -35- -531— publish such notice shall not adversely affect the implementation of such amendment as adopted pursuant to such amendatory ordinance. SECTION 24: Damaged. Mutilated, Lost. Stolen. or Destroyed Bonds. A. Substitute Bonds. In the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. B. Application for Replacement. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the applicant shall famish to the City and to the Paying Agent /Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the applicant shall surrender to the Paying Agent /Registrar for cancellation the Bond so damaged or mutilated. C. PaSmzent upon Maturity. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. D. Cost of Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the loss. stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued =de.: this Ordinance. E. Authority for Replacement Bonds. In acc_ rdmce with Chanter 1205, as amended. Texas this this Ordinance shall nsr tuS authority so° the ..,.as Government Code. tn_s Section of t_.s Ora:n�. � � a.__ o......��e loo? . � ._ _ -- issuance of any such replacement Bond without necessity of further acticr by the C=; ver ing Body or any other body or person, and the duty of J..e r• acernent of such bor.ds __ e;:eb•y authorized and imposed upon the Paving Agent/Registrar, and tr.e Faying Agen'cReg s:-Er sita.1 authenticate and deliver such bonds in the forra a nd ;;..r Liv_ and with the effect, as ,iri vif:ed. Subsection 4.A of this Ordinance for Bonds issued in ,.t_wr_ .w' f r other Bonds. SECTION 25: Sale of Bonds- Official Stat.._.e- -. _ . rova s_ — � - 1 ase nn-c.� �. c =r -- Contract. The Bonds authorized by this Ordinance _.re sod by he City to _,. Frost _;r6_ --532 National Bank, San Antonio. Texas, as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated , 2010 (the Purchase Contract) attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bonds shall be registered in the name of The Frost National Bank. 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 by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the Issuer hereby ratifies, confirms, and approves in all respects (i) the Issuer's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. 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 , 2010, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the Issuer 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. Proceeds from the sale of the Bonds after paying costs of issuance, shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Bonds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 12 of this Ordinance. interest earned on the proceeds of the Bonds pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited. and expended as permitted by the provisions of Chapter 1 201. as amended. Texas Government Code. or as required by any other applicable law. Thereafter. such amounts shall be expended in accordance with Section 14 of this Ordinance. SECTION 26: Approval and Registration of Bonds. The City Manager of the City is hereby authorized to have control of the Bonds and all necessary records and proceedings pe: raining t.c the Bonds pending their delivery and heir investigation, examination and approval by, the Attorney General, and their registration_ by the Comptroller of Public Accounts. Upon registration of the Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act therefor) shall manually sign the Comptroller's Registration Certificate accompanying the Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. 900E2548.4 -37- -533— SECTION 27: Default And Remedies. A. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an "Event of Default ": (1) the failure to make payment of the principal of, premium, if any, or interest on any of the Bonds when the same becomes due and payable; or (2) default in the performance or observance of any other covenant. agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the registered owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any registered owner to the City. B. Remedies for Default. (1) Upon the happening of any Event of Default, then and in every case, any registered owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing. the rights of the registered owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the registered owners hereunder or any combination of such remedies. (2) It is provided that all such proceedings shall be instituted and rnaintaine for the equal benefit of all registered owners of Bonds then Outstanding. C. Remedies Not Exclusive. (1) No remedy herein conferred or reserved is intended to be exclusive of arid- other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds c: now or hereafter existing at law or in equity; provided, however, that notwithstanding ar_,: other provision of this Ordinance, the right to accelerate the debt evidenced by -l-,e Bond= shall not be available as a remedy under this Ordinance. (2) The exercise of anv remedy herein conferred or reserved sha' :i no` deemed a waiver of any other available remedy. (3) By accepting the delivery of a Bond authorized under this Ordinanc, wr_ registered owner agrees that the certifications required. to effect ate any covenant- representations contained in this Ordinance do rot and shall never constitute or . ivz to a personal or pecuniary liability or charge against the officers, employees or `rust the City or the Govenzing .),J5.32._t5.4 -534— (4) None of the members of the Governing Body, nor any other official or officer, agent, or employee of the City, shall be charged personally by the registered owners with any liability, or he held personally liable to the registered owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. SECTION 28: Further Proceedings. The Mayor, the City Manager, any Assistant City Manager, the City Secretary, and the Director of Financial Services, and all other officers, employees and agents of the City, and each of them, shall be and they are hereby expressly 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 herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance and the Bonds, including, but not limited to, conforming documents to receive the approval of the Attorney General and to receive a rating from any Rating Agency, the printing of a statement relating to the insuring of the Bonds by a municipal bond insurance company, and the Representation Letter. SECTION 29: Bond Insurance and Debt Service Reserve Fund Insurance Policies. An Authorized Representative is authorized, in connection with effecting the sale of the Bonds, to obtain from a municipal bond insurance company so designated in the Approval Certificate a municipal bond insurance policy (as hereinafter defined and described as the "Policy ") and a debt service reserve fund (or surety) policy (the "Surety Policy ") in support of the Bonds. To that end, should an Authorized Representative exercise such authority and commit the City to obtain either a Policy or a Surety Policy, or both, for so long as either or both policies are in effect, the requirements of the provider(s) relating to the issuance of said policies are incorporated by reference into this Ordinance and made a part hereof for all purposes (and this Ordinance may be modified so that such provisions shall be included herein), notwithstanding any other provision of this Ordinance to the contrary. For purposes of this Ordinance, the Required Amount shall include the debt service on the Bonds as well as the Outstanding Previously Issued Priority Bonds. An Authorized Representative shall have the authority to execute any documents to effect the issuance of said policies by the provider(s) thereof. including; without limitation, any agreement to be delivered in connection with either or both of the Policy and; or the Surety Policy in substantially the form previously approved by the Cite Council in connection with Previously Issued Priority Bonds, or with respect to a Policy relating to the Bonds. an agreement in substantially the form attached hereto as Exhibit F. SECTION 30: Continuing Disclosure U nde. raking. A. Definitions. As used in this Section, the following terns have the meanings ascribed :C such terms oeiow: "EMMiA" means the MSRB's Electronic iviunicinai Market Access system, accessible by the general public. without charge, on the internet through the uniform resource locator CURL) http: /iwww.ernma.msrb.org. 90082548.4 -39- -535— "MSRB" means the Municipal Securities Ruleinalking City. "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, within six months after the end of each fiscal year ending in or after 201 0, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 25 of this Ordinance being the information described in Exhibit D hereto and 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 be (i) prepared in accordance with the accounting principles described in Exhibit D hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements within such period and audited for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice 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. Material Event Notices. The City shall file with the MSRB, in a timely manner, notice of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (l) Principal and interest payment delinquencies; (2) Non - payment related defaults: (3) Unscheduled draws on debt service reserves re.lecti_ 2 financial difficulties: (4) Unscheduled draws on credit enhancements : ertectln =n ancial difficulties; -40- -536— Bonds; and (5) Substitution of credit or liquidity providers, or their failure to perform: (6) Adverse tax opinions or events affecting the tax - exempt status of the (7) Modifications to rights of holders of the Bonds; (8) Bond calls; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds; (11) Rating changes. The City shall file with the MSRB, in a timely manner, notice of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations. Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section with respect to the City and the Bonds while, but only while, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will provide the notice required by subsection C hereof of any Bond calls and defeasance that cause the City to be no longer such an "obligated person ". The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right; remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the financial results, condition, or prospects of the City or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF A_NY BOND OR _4N \- OTT -TER ?ERSOI \. 1:l\ CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE, OLE. O R IN PART FROM ANY BREACH BY THE. CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT T FAULT ON ITS PART, OF. ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, I' CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. 9Q08254g.4 -41- -537- 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 resulting from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection B of 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 Cis:' 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 bonds to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full n one or more documents or may be included by specific reference to any aocumerit (Tnc udi z an official statement or other offering document) available to the public through or filed with the United States Securities and Exchange Commission. SECT i Cl 11: Allocation of. and Limi tation on. Expenditures for the Project. The City eovena. t.s to account for on its books and records the expenditure of proceeds from the sale of 70.iF _ti 8. . -42- -538- the Bonds and any investment earnings thereon to be used for the project or projects financed with Bond proceeds by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on such project or projects is made or (b) each such project or projects are completed. The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Bonds or (b) the date the Bonds are retired, unless the City obtains an opinion of nationally- recognized bond counsel substantially to the effect that such expenditure will not adversely affect the tax - exempt status of the Bonds. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally- recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. SECTION 32: Miscellaneous Provisions. A. Preamble. The preamble to this Ordinance shall be considered an integral part of this Ordinance, and is herein incorporated as part of the body of this Ordinance for all purposes. B. Immediate Effect. This Ordinance shall be effective immediately from and after its passage in accordance with the provisions of Section 1201.028, as amended, Texas Government Code. C. Open Meeting. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, as amended, Texas Government Code. D. Rules of Construction. 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. Except where the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named person means that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof. Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as may be described herein. References to any officer of the City (e.g., City Manager) means the person currently searing in such capacity on a temporary, interim or permanent basis. Any reference to FORM OF BOND shall refer to the form attached to this Ordinance. as Exhibit A. E. Inconsistent Provisions. All crders and resolutions, or pal=ls thereof. which are in �onrtict or inconsistent with any provision of this Ordinance are hereby rer eaiew and oeclar'eo :c be inapplicable. and the ,rovisions o f this Ordinance shall he and remain controlling as to the matters prescribed herein. -43- -539— SIGNED AND SEALED THIS 22nd DAY OF JUNE, 2010. ATTEST: CITY OF CORPUS CHRISTI, TEXAS Mayor City Secretary (SEAL) APPROVED THIS 22nd DAY OF JUNE, 2010: R. Jay Reining First Assistant City Attorney For City Attorney SCHEDULE EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F - I — Approval Certificate - Form of Bond - Paying Age ?t!Reg- istrar Agreernent — Purchas r2 Contract - Description ofc m ua: Financial Ir_ o= ation — DTC ietw_ of Representations Agreement 90O8254F.4 S -1 —r4r__ THE STATE OF TEXAS )( COUNTY OF NUECES )( 1, 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 22nd day of June, 2010, authorizing the issuance of the City's Combination Tax and Limited Fledge Revenue Certificates of Obligation, Series 2010 (Convention Center), 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 Goverrunent Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 22nd day of June, 2010. 9D682548.4 City Secretary (CITY SEAL) —5 41 — EXHIBIT A A. FORM OF DEFINITIVE BOND. REGISTERED NO. Bond Date: July 1, 2010 REGISTERED PRINCIPAL AMOUNT s United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricia CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM REVENUE IMPROVEMENT BOND SERIES 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP Na.: The City of Carpus Christi, Texas (the City), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricia, 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 (anticipated to occur on or about July 22, 2010) or from the most recent interest payment date to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such i nterert being payable on January 15 and July 15 of each year commencing January 15, 201 l . The principal of and interest on this Bond are payable in lawful money of the United States- of America, without exchange or collection charges. The vr;nc pal of this Bond shall be paid to the registered owner hereof upon presentation and surrend -er of this Bond at maturity or upon the date fixed for its redemption prior to maturity, a: the de ignated trust office in Te.,:as (the "Designated Trust Office ") of Wells Fargo "r'_i_l a :_or2 1 A.ssociattion. .hich is the "Paving Agent /Registrar" for this Bond. The payment •= :.: _ter:.st on , r,is Bond shall be made by the Paying AgentiRegistrar to the registered owner hareo,f on each interest payment date by check or draft:. dated as of such interest payment date. the Paying Agent/Piegistrar on, and payable solely fi"om, funds of the issuer r.gi ireC _ '`;! r n `Try_ }ce au i•ior ri;' g the c: ucn ^e of this Bond (the "Bond Ordinance") to be on deposit with ':be Ag.ntaez_strar for such purpose as hereinafter provided; and such check ,_ate shall be sent by the ?aging R w i ti Kegistr ai by United States mail, first-class po sta e , c-,n each rw L- . I nt ereo_ r ?tIT: e_t A -1 —542— date, to the registered owner hereof, at its address as it appeared on the last business day of the month next preceding each such date (the "Record Date ") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Trust Office of the Paying Agent /Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent /Registrar, from the "Debt Service Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and interest on the Bonds shall be made by federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. If the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United States Postal Service is not open for business; and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a series of bonds of like tenor and effect except as to number, principal amount, interest rate, maturity, and right of prior redemption, dated as of the Bond Date specified above. aggregating $ (herein sometimes called the "Bonds "), issued for the purposes of (i) acquiring, purchasing, constructing, improving, repairing, extending, equipping, and renovating the City's combined waterwork system, wastewater disposal system and gas system (collectively. the "System'') and (ii) to pay the costs of issuing the Bonds. The Outstanding Bonds maturing on and after July 15, may be redeemed prior to their scheduled maturities, at the option of the Issuer and in inverse order of maturity, in whole or in part, on July 15, , or on any date thereafter, at the redemption price of par plus accrued interest thereon to the date fixed for redemption. The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other customary random method selected by the Paying Agent/Registrar (provided that a portion of a Bond may be redeemed only in an integr-a multiple of 55,000); provided, further, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed. the .articular Bonds of such maturity and bearing such interest _-at e shall be selected in accordance. arrangements between the City and the securities depository. At least thirty (30) days prior to the date any such Bonds are to be redeemed. a notice of redemption, authorized by appropriate resolution passed by the Governing Body, shall be given in the manner set forth below. A written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing 400E2548.4 A -2 —543— such notice in the United States mail. first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books kept by the Paying Agent /Registrar. By the date fixed for any such redemption due provision shall be made by the City with the Paying AgentlRegistrar for the payment of the required redemption price for the Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such tv ritten notice of redemption is given, and if due provision for such payment is made, all as provided above, the Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, shall not bear interest after the date fixed for their redemption, and shall not be regarded as being Outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a portion of any Bonds shall be redeemed, a substitute Bond or Bonds having the same stated maturity date, bearing interest at the same interest rate, in any denomination or denominations in any integral multiple of 55,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. All Bonds of this series are issuable solely as fully registered bonds, without interest coupons, in an Authorized Denomination, As provided in the Bond Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate amount of fully registered Bonds. without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having any Authorized Denomination or Denominations as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying AgentlRegistrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying AgentlRegistrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying AgentlRegistrar, evidencing assignment of this Bond or any portion or portions hereof in any authorized denomination to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and othe:- instruments of assignment satisfactory to the Paying AgentlRegistrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The one requesting such conversion and exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for converting :Ind exchanging any Bond or portion thereof. In any cjrcurnsta nee, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one • requesting sc� assignment, transfer, conversion or exchange, as a condition precedent to the exercise c privilege. The foregoing notwithstanding, in the case of the conversion and exchange c f assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and char- of the Paying Agent /Registrar will be maid by the Issuer. The Paying Agent/Registrar shall ~!c be required (i) to make any such transfer, conversion or exchange during the period beginning the opening of business 30 days be :ire ti-P.7 62y of the first mailing of a notice of redemption a r a 90os_s4r.4 —544— ending at the close of business on the day of such mailing, or (ii) to transfer, convert or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of an unredeemed balance of a Bond called for redemption in part. Whenever the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. In the event any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent /Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. By becoming the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer. The Bonds are special obligations of the Issuer payable solely from and equally secured, together with the currently Outstanding Previously Issued Priority Bonds and the Series 2010 Taxable Bonds, by a first lien on and pledge of the Pledged Revenues of the System.. The Issuer has reserved the right, subject to the restrictions stated, and adopted by reference, in the Bond Ordinance, to issue Additional Priority Bonds which also may be made payable from, and secured by a first lien on and pledge of, the aforesaid Pledged Revenues, as well as Subordinated Obligations payable from a junior and inferior lien on and pledge of the Pledged Revenues. For a more complete description and identification of the revenues and funds pledged to the payment of the Bonds, and other obligations of the Issuer secured by and payable from the same source or sources as the Bonds, reference is hereby made to the Bond Ordinance. The Issuer has reserved the right, subject to the restrictions stated, and adopted by reference, in the Bond Ordinance, to amend the Bond Ordinance: and under some (but not al;) circumstances amendments trust be approved by the owners of a majority in au :reuse. se principal. amount of the Outstanding Priority Bonds. The Registered Owner- hereof shall never have the right to demand payment or this Bond out of any funds raised or to be raised by taxation. It is hereby certified and covenanted that this Bond has been duly and validly authorized, issued and delivered; and that all acts, conditions and things required or proper to be performed. exist and be done precedent to or in the authorization, issuance and delivery of this Bond have 'OO8254s.4 A -4 —545— been performed, existed and been done in accordance with law. Capitalized terms used in this Bond without definition shall have the respective means ascribed to them in the Bond Ordinance. IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of said Issuer, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of said Issuer has been (Illy affixed to; printed, lithographed or impressed.on this Bond. ATTEST: City Secretary (SEAL) 9008254 - € -4 CITY OF CORPUS CHRISTI, TEXAS Mayor [The remainder of this page intentionally left` blank) A -5 546-- B. FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE TO APPEAR ON INITIAL BONDS ONLY. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § REGISTER NO. I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seat of office this Comptroller of Public Accounts of the State of Texas (SEAL) C. FORM OF REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued and registered under the provisions of the within - mentioned Bond Ordinance: the Bond or Bonds of the above entitled and desi4nated 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 Paving Agent /Registrar. Registered this date: 90os254s.4 WELLS FARGO BANK. NATIONAL ASSOCIATION. Austin. Texas. as Paving A COistar By Authorized Signature A -6 —547— D. FORM OF ASSIGNMENT. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: 5=4.4 [The remainder of this page intentionally left blank] A -7 —548-- E. FORM OF INITIAL BOND(S). The Initial Bond(s) shall be in the form set forth in paragraph (a) of this Section, except that the form of the single fully registered Initial Bond shalt be modified as follows: (i) immediately under the name of the Bond, the headings "Interest Rate " and "Stated Maturity " shall both be completed "as shown below "; and (ii) the first paragraph shall read as follows: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July 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 (S) 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 Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on January 15 and July 15 of each year. commencing January 15. 2011. F. INSURANCE LEGEND. If bond insurance is obtained by the City for any Bond, the appropriate definitive Bonds and the Initial Bonds shall bear an appropriate legend as provided by the insurer. 900825454 [The r-erraafnaer of-this page intentionally l €fi f)lan/z A -8 —549— 900F.2548.4 EXHIBIT B PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. -550- gOO 254s 4 EXHIBIT C PURCHASE CONTRACT SEE TAB NO. C -1 -551- EXHIBIT D DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 30 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section for each Year ending in and after 2010 are as specified (and included in the Appendix of the Application referred to below): The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded fiscal year. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. D- I —552— 90082548.4 EXHIBIT E DTC LETTER OF REPRESENTATIONS SEE TAB NO. E -1 -553- 90082548.4 EXH[BIT F REIMBURSEMENT AGREEMENT SEE TAB NO. - -554- ORDINANCE NO. DRAFT 6/15/2010 AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM REVENUE REFUNDING BONDS, SERIES 2010B" IN AN AMOUNT NOT TO EXCEED $12,500,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW DEPOSIT LETTER, AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Corpus Christi, Texas (the "City" or the "Issuer "), a "home -rale" city operating under a home -rule charter adopted pursuant to Section 5 of Article XI of the Texas Constitution, with a population according_ to the latest federal decennial census of in excess of 50,000, has heretofore issued its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 1990" (the "Series 1990 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1994" (the "Series 1994 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1 994 -A" (the "Series 1994 -A Bonds "): its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1995" (the "Series 1995 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1995-A" (the "Series 1995 -A Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1 999" (the "Series 1 999 Bonds "); its "City of Corpus Christi. Texas Utility System Revenue Refunding and improvement Bonds. Series 1999-A" (the `Series 1999 -A. Bonds"): its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds. Series 2000" (the "Series 2000 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000-A" (the "Series 2000 -A Bonds "). its "City of Cows Christi, Texas Utility System Revenue Refunding and improvement Bonds. Series 2002" (the "Series 2002 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2003" (the "Series 2003 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2004" (the "Series 2004 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005" (the "Series 9009244!.1 —555-- 2005 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005A" (the "Series 2005A Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2006" (the "Series 2006 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009" (the "Series 2009 Bonds "); and it's "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010" (the "Series 2010 Bonds "); and WHEREAS, the Series 1990 Bonds, the Series 1994 Bonds, the Series 1994 -A Bonds, the Series 1995 Bonds, the Series 1995 -A Bonds, and the Series 2000 Bonds are no longer Outstanding (as hereinafter defined); and WHEREAS, the Series 1999 Bonds, the Series 1999 -A Bonds, the Series 2000 -A Bonds, the Series 2002 Bonds, the Series 2003 Bonds, the Series 2004 Bonds, the Series 2005 Bonds, the Series 2005A Bonds, the Series 2006 Bonds, the Series 2009 Bonds. and the Series 2010 Bonds are sometimes collectively referred to herein as the "Previously Issued Priority Bonds "; and WHEREAS, the City has established an interim financing program pursuant to which the City has authorized the issuance of commercial paper notes designated "City of Corpus Christi, Texas Utility System Commercial Paper Notes, Series B ", to be issued from time to time in an aggregate principal amount not to exceed $ at any one time Outstanding (the "Series B Commercial Paper Notes "), under which there currently exists no Outstanding obligations; and WHEREAS, the City has heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate principal amount of at least $ , being the obligations set forth on Schedule 1 hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, pursuant to the provisions of Chapter 1207 and Chapter 1371. as amended, Texas Government Code, as amended (the Acts), the City Council is authorized to issue revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Acts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the Acts require that the deposit of the proceeds from the sale of the revenue refunding bonds be deposited directly with any designated escrow agent for the Refunded Obligations that is not the depository bank of the City; and WHEREAS. Wells Fargo Bank, National Association, Austin, Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Age .tRegisrar (hereinafter defined) and Escrow Aaent (hereinafter defined) for the revenue refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations is scheduled to mature or is subject to being red. eemed, not more than twenty (2:0 years from the date of the revenue refunding bonds herein authorized and being issued to restructure the City's debt service requirements in the coming years with •esnyect to the S ,,-stet.. 900924 (hereinafter defined), and such refunding and the System's cash contribution to the refunding of the commercial paper notes will convert currently outstanding commercial paper notes into long term fixed rate revenue refunding bonds and thereby increase the capacity of the System's Commercial Paper program and as permitted by the provisions of Section 1207.008, as amended, Texas Government Code, it is not practicable to calculate the savings from this conversion from variable rate to fixed rate debt: and WHEREAS, the revenue bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including specifically Chapter 1502, Texas Government Code, as amended (the "Act "), and the terms of the Base Ordinance and this Ordinance (as hereinafter defined), for the purposes set forth in this Ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1: Bonds Authorized. In order to provide funds for the purposes of (i) for the discharge and final payment of the Refunded Obligations and (ii) paying the costs of issuance relating thereto, the City Council (the "Governing Body ") of the City, acting pursuant to the laws of the State of Texas, particularly the Act, has determined that there shall be issued and there is hereby ordered to be issued a series of revenue bonds to be designated "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds. Series 2010B ", in the principal sum of AND NO /100 DOLLARS (5 ) (the "Bonds "). As authorized by Chapter 1207, as amended, Texas Government Code, the Mayor of the City, the City Manager of the City. and the Interim Assistant City Manager for Administrative Services (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor. and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule r. The Bonds shall be issued in the pr incipal amount. when combined with the principal amount of the Series 2010 Taxable Bonds (defined herein) and the Series 2010A Bonds (defined herein) not to exceed 512,500.000; the maximum maturity of the Bonds will be July 1 2021, the refunding will result in a net present value savings of at least 3.00 %. and the net effective per annum interest rate shall not exceed a rate greater than 7.00% per annum calculated in a manner consistent with the provisions of Chapter 1204. as amended. Texas Government Code. Lastly. each Authorized Representative is authorized to select the bond insurer and+or debt service reserve -trod surety provider, if any, with . espect to the Bonds. If the Authorized Representative chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds. then the Authorized Representative shall be permitted to execute an insurance or similar reimbursement aareeirient in substantially the form attached hereto as Exhibit H (which form is hereby approved) in connection with such purchase. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. 90092441.1 -3- -557— SECTION 2: Dated Date. Denomination. and Stated Maturities: Redemption Option. The Bonds shall be issued as fully registered obligations, without coupons, totaling S in aggregate principal amount and be dated July 1, 2010. A. Denominations, and Stated Maturities. The Bonds shall be issued in denominations of Five Thousand Dollars (S5,000) or any integral multiple (within a stated maturity) thereof (each, an "Authorized Denomination "), shall be lettered "R" and numbered consecutively from One (1) upward. The Bonds herein authorized to be issued shall bear interest on the unpaid principal amounts from the Closing Date or from the most recent interest payment date to which interest has been duly paid or provided and principal shall become due and payable on July 15 in each of the years and in amounts in accordance with the following schedule. Said interest shall be payable to the registered owner of any such Bond in the manner provided and on the dates stated in the FORM OF BOND attached to this Ordinance as Exhibit A. Stated Maturities 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 203 n -,1 2033 2034 2035 by J_ 6 23 . 203 8 2039 20l?.0 sions. Principal Amounts (5) Interest Rates (940 _4- -558— (1) Optional Redemption. The stated to mature on and after July 15, Stated Maturity, on July 15, , or on maturity as the City shall determine and by maturity at the redemption price of par plus City reserves the right to redeem the Bonds , in whole or in part and in inverse order of any date thereafter, in such order of stated lot or other customary method within a stated accrued interest to the date of redemption. (2) Notice of Redemption. At least thirty (30) days prior to the date any such Bonds are to be redeemed, a notice of redemption, authorized by appropriate resolution passed by the Governing Body, shall be given in the manner set forth below. A written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books (as hereinafter defined) kept by the Paying Agent/Registrar. By the date fixed for any such redemption, due provision shall be made by the City with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for such payment is made, all as provided above, the Bonds. or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, shall not bear interest after the date fixed for their redemption, and shall not be regarded as being Outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent /Registrar shall record in the Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a portion of any Bonds shall be redeemed, a substitute Bond or Bonds having the same stated maturity date, bearing interest at the same interest rate, in any denomination or denominations in any integral multiple of S5,000. at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City. all as provided in this Ordinance. SECTION 3: Interest. The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above in Section 2, computed on the basis of a 360 -day year of twelve 30 -day months, and interest thereon shall be payable semiannuaily on January 15 and July 15 of each year (each an "Interest Payment Date), commencing January 15. 2011, while the Bonds are Outstanding. Interest on each Bond issued and delivered to a Holder shall accrue from the latest Interest Payment Date that interest on such Bond (or the Bond which it substitutes) has been paid that precedes the registration date appearing on such Bond in the "Registration Certificate of Paying Agent/Registrar" (Section C of Exhibit A hereto), unless the registration date appearing thereon is an interest Payment Date for which interest is being paid, in which case interest on such Bond shall accrue from the registration date appearing thereon and provided further that with respect to the initial payment of interest on a Bond, such interest shall accrue from the Dated Date. 4009244!, —559— SECTION 4: Characteristics of the Bonds. A. Registration. Transfer. Conversion and Exchanee: Authentication: Initial Bond. The City shall keep or cause to be kept at the designated trust office in Austin, Texas (the "Designated Trust Office") of Wells Fargo Bank, National Association (the "Paying AgentlRegistrar ") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books "), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and the Paying Agent/Registrar may prescribe; and the Paying AgentlRegistrar shall make such registrations, transfers, conversions and exchanges as herein provided. The execution of a "Paying Agent/Registrar Agreement ", in substantially the form attached to this Ordinance as Exhibit B, is hereby authorized. The Paying AgentlRegistrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND. Each substitute Bond shall bear a ietter and/or number to distinguish it from each other Bond. Each Bond may be exchanged for fully registered bonds in the manner set forth herein. Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount thereoff, may, upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying AgentlRegistrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND, in any Authorized Denomination (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amoii_n. of any Bond or Bonds so surrendered, and payable to the appropriate registered awnel, ass =¢rue, or assignees, as the case may be. If a portion of any Bond shall be redeemed p± r tc its scheduled ma wri:y as provided herein, a substitute bond or bonds having the saiz -_.__r-. tv date, bearing interest at the same rate, in any Authorized Denomination at .,he e . ?.Sr of the registered owner, and in an aggregate principal amount equal to the unredeemed nori,;n ".ergo`. he issued :o the reY stereo owner upon surrender of such partially redeemed Bc7. d cancellation. l f any 3enc cr portion thereof is assigned and transferred, each Bon fnerefo shall _._ be same principal maturity date and bear interest at i_ _: - a G _` e Solid for v,,hi ern it is hll ng exchanged. Each substitute Bond shall bear a ictt:,- r.-In-.6:,r :i_ ,in2uish it Vic. :n each other Bond. -5- -560— The Paying Agent'Registrar shall exchange or replace Bonds as provided herein, and each fully registered substitute Bond or Bonds delivered in exchange for or replacement of any Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Bond delivered in exchange for or replacement of another Bond prior to the first scheduled Interest Payment Date on the Bonds shall be dated the same date as such Bond, but each substitute Bond so delivered on or after such first scheduled Interest Payment Date shall be dated as of the Interest Payment Date preceding the date on which such substitute Bond is delivered, unless such substitute Bond is delivered on an Interest Payment Date, in which case it shall be dated as of such date of delivery; provided further, however, that if at the time of delivery of any substitute Bond the interest on the Bond for which it is being exchanged has not been paid, then such substitute Bond shall be dated as of the date to which such interest has been paid in full. On each substitute Bond issued in exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form set forth in the FORM OF BOND (the "Authentication Certificate "). An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Authentication Certificate, and no such Bond shall be deemed to be issued or Outstanding unless the Authentication Certificate is so ex- ecuted. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders. or resolutions need be passed or adopted by the Governing Body or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying AgentfRegistrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, as amended; Texas Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent /Registrar, and, upon the execution of the Authentication Certificate, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance. approved by the Attorney General (as hereinafter defined), and registered by the Comptroller of Public Accounts (as hereinafter defined). The Bonds shall be issued initially either (i) as a fully registered Bond in the total aggregate principal amount of S with principal installments to become due and payable as provided in Subsection 2.A. and numbered T -l. or (ii) as one (1) fully registered Bond 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 Bonds' and. in either case, the Initial Bonds shall be registered in the name of the Purchaser or its designee. The Initial_ Bonds shall be the Bonds submitted to the Attorney General for approval_ and oerti±ie: and registered by the Comptroller of Public Accounts. AI_ any time after the delivery of the Initial Bonds to the Purchaser. the Paying Agent'Registrar. anon written instructions :Zorn the Purchaser, or its designee, shall cancel the initial Bonds and exchange therefor definitive Bonds of authorized denominations, stated maturities_ principal amounts, and bearing applicable interest rates for transfer and delivery to the registered owners named and at the addresses identified therefor, all in accordance with and pursuant to such written instructions from the Purchaser. or 9009244 L i its designee, and such ether information and documentation as the Paying AgentRegistrar may reasonably require. B. Payment of Bonds and Interest. The City hereby Further appoints the Paying Agent /Registrar to act as the paying agent for paying the principal of, premium, if any, and interest on the Bonds, all as provided in this Ordinance. The Paying Agent /Reg-istrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds. C. In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on which shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FOR M OF BOND. The Initial Bonds are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the Authentication Certificate. D. Substitute Paying Agent /Registrar. The City covenants to maintain and provide a Paying Agent /Registrar at all tires until the Bonds are paid, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution, or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent /Registrar. Upon any change (which shall be at the sole discretion of the City) in the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Bonds by United States mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. In addition, the previous Paying AgentiRegistrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Reaistrar designated and appointed by the City. By accepting the position and perforrning as such, each Paying Agent'Registrar shall b de:.ined to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent /Registrar. E. Book Entry Oniv System. The Bonds issued in exchange the Initial Bonds be initially issued in the form of a separate single full_ _egis.t,-red Bond for each Stated of the Bonds. Upon initial issuance, the ownership of each such cnd shall be registered in ._Ae name of Cede 8.z. Co., as nominee of The Depository T r-u3t Co,npany. New York. New ( "LTC "), and except as provided in Subsection F hereon all =.° Outstanding Bonds snail be =ezistered in the name of Cede & Co., as nominee of D T C. ,Y : :, _-expect o Bends : egistered n �_. Re: the name of Cede �:. Co., as nominee of 7TC, the Issuer �Tt� t::,, "4 i' = =if; ti �'t �ST��_ _,,.... have no res; ?onsibiliry or obligation to any securities broko s 2_'_ °c..er , banks, t: ust com an e . Cl° rig cor .Dor ations and certain other organizations on ,; :r : ` Lpr_half _a T created (D T C Pa---Jicipatt-..") to hold to facilitate the clearanc., -8- -562— among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer 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 DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent /Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the registered owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer 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 being mailed to the registered owner at the close of business on the Record Date (as defined in the FORM OF BOND), the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. F. Successor Securities Depository. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Issuer to DTC in the form attached hereto as Exhibit G and made a part hereof for all purposes (the "Representation Letter ") or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or snore separate Bonds to such successor securities depositor) or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered the Registration Books in the name of Cede & Co.. as nominee of DTC, but may be registered in the :tame of the successor securities depositor-.::- its nominee, or in whatever name names registered owners transferring or exchanging Bonds shah designate. in accordance with the provisions of this Ordinance. G. DTC Letter of Representations. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co.. as nominee of DTC, all payments with respect to principal of, premium, daily, and interest on such 90092441.1 -9- -563- Bond and all notices with respect to such Bond shall be made and g-i\ en, respectively, in the manner provided in the Representation Letter. SECTION 5: Form of Bonds. The form of all Bonds, including the fonn of the Authentication Certificate, the form of Assignment, and the form of the Comptroller's Registration Certificate (to be attached only to the Initial Bonds) shall be, respectively, substantially in the form attached hereto as Exhibit A, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. SECTION 6: Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise require, the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 21 and 30 of this Ordinance have the meanings assigned to there in such respective Sections. A. The term "Account" shall mean any account created, established and maintained under the terms of any ordinance authorizing the issuance of Priority Bonds. B. The term "Accountant" shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. C. The term "Additional Priority Bonds" shall mean the additional revenue bonds which the City reserves the right to issue in the future on a parity with the Previously Issued Priority Bonds and the Bonds, as provided in the Base Ordinance and this Ordinance. D. The term "Attorney General" shall mean the Office of the Attorney General of the State of Texas. E. The term "Authorized Denomination" shall have the meaning given such tern in Section 2 of this Ordinance. F. The term "Average Annual Principal and Interest Requirements" shall mean that amount equal to the average annual principal and interest requirements (including Amortization Installments) of all Priority Bonds Outstanding. With respect to Additional Priority Bonds that bear interest at a rate which is not established at the time of issuance at a single numerical rate for each maturity of such series, Average Annual Principal and Interest Requirements shall be calculated by (i) assuming that the interest rate for every 12 -month period on such bonds is equal to 9.20% or (ii) using the highest numerical rate borne over the preceding 24 month period by such bonds, whichever is greater; provided. however-, that if such bonds have not borne interest at a variable rate for such 24 month period, such rate shall be assumed to be 9.20% until such time as bonds have been Outstanding for a 24 month period. In making such determinations, shall be assumed that the principal of strc-r bonds is amortized such that annual debt service substantially level over the remaining stated life or such bonds. G. The term "Base Ordinance" shall mean the o_d inance authorizing the issuance oft {° Series 1990 Bonds. H. The term "Bonds" shall have Jae meaning, g given such tern in Section 1 of this Ordinance. 93 2 !.. I. The term "Capital Additions" shall mean a reservoir or other water storage facilities, a wastewater treatment plant or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. J. The term "Capital Improvements" shall mean any capital extensions, improvements and betterments to the System other than Capital Additions, K. The term "Capitalized Interest Account" shall mean the Account by that name which may be created within the Debt Service Fund. L. The terms "City" and "Issuer" shall have the meaning given such terms in the preamble of this Ordinance. M. The term "Closing Date" shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchaser. N. The term "Comptroller of Public Accounts" shall mean the Office of the Comptroller of Public Accounts of the State of Texas. O. The term "Credit Facility" shall mean a policy of municipal bond insurance, a debt service reserve fund policy or surety bond or a letter or line of credit issued by a Credit Facility Provider in support of any Priority Bonds or Subordinated Obligations. P. The term "Credit Facility Provider" shall mean (i) with respect to any Credit Facility consisting of a policy of municipal bond insurance or a surety bond, an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations such as the Priority Bonds, provided that a Rating Agency having an outstanding rating on the Priority Bonds would rate the Priority Bonds fully insured by a standard policy issued by the issuer in its highest generic rating category for such obligations; and (ii) with respect to any Credit Facility consisting of a letter or line of credit, any financial institution, provided that a Rating Agency having an outstanding rating on the Priority Bonds would rate the Priority Bonds in its two highest generic rating categories for such obligations if the letter or line of credit proposed to be issued by such financial institution secured the timely payment of the entire principal amount of the series of Priority Bonds and the interest thereon. Q. The term "Debt Service Fund" shall have the meaning given such term in Section 9 of this Ordinance, R. The term "DTC" shall have the meaning given such term in Section 4 to this Ordinance. S. The term "Eligible investments" shall mean those investments in 'hick the Cit i authorized by law, including, but not limited to. the Public Funds Investment Act of 198" (Chapter 2256, as amended. Texas Government Code). to purchase, sell and invest its funds and funds under its control, and with respect to the investment of proceeds of any Priority Bonds, guaranteed investment contracts fully collateralized by Government Obligations. 90092441. I -1l- -565— T. The term "Engineer of Record" shall mean the independent engineer or firm at the time employed by the City to perform and cams out the duties imposed on such engineer or frill by this Ordinance and having a favorable reputation nationally for skill and experience in the engineering of water, sanitary sewer and/or gas systems of comparable size and character as those forming parts of the System. U. The term "Fund" shall mean any fund created, established and maintained under the terms of any ordinance authorizing the issuance of Priority Bonds. V. The term "Government Obligations" shall mean (i) with respect to any Previously Issued Priority Bonds except the Series 2009 Bonds and the Series 2010 Bonds, direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America and (ii) with respect to the Series 2009 Bonds and the Series 2010 Bonds; the Bonds, the Series 2010 Taxable Bonds and any Additional Priority Bonds hereafter issued by the City, (1) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America, or (2) 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, or (3) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; provided, however, that in the event the term "Government Obligations" shall be used in such a manner other than with respect to the defeasance of Priority Bonds pursuant to Section 17 of this Ordinance, its meaning shall be consistent with that specified in clause (i) above until such time as there are no longer Outstanding any Previously Issued Priority Bonds (except the Series 2009 Bonds and the Series 2010 Bonds, which are excluded from the definition of Previously Issued Priority Bonds for purposes of this clause) and, thereafter, it shall have the meaning ascribed thereto in clause (ii). W. The term "Gross Revenues" shall mean all revenues, income, and receipts derived c; received by the City from the operation and ownership of the System, including the interest income from the investment or deposit of money in any Fund created or confirmed by this Ordinance or maintained by the City in connection with the System, other than those amounts subject to payment to the United States of America as rebate pursuant to section 148 oftlhe Code. X. The terms "Net Revenues of the System" and "Net Revenues" shall mean ail Gross Revenues less Operating Expenses. Y. The terra. "Operating Expenses" shall mean the expenses of or)e :Fion a nd maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service: provided, however. that only such repairs and exte nsion.s.. as in the judgment of the City, reasonably and fairly exercised by the passace a pro_nria :te ordinances, are necessary to render adequate service, or such as might be neceF,sa, -, meet sore 90r244 ].1 -12- -566— physical accident or condition which would otherwise impair any Priority Bonds. Operating Expenses shall include the purchase of water, sewer and gas services as received from other entities and the expenses related thereto, and, to the extent permitted by law, Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. Depreciation, and payments from the System Fund to other funds established in this Ordinance, shall never be considered as expenses of operation and maintenance. Z. The term "Outstanding" shall mean, as of the date of determination, all Priority Bonds theretofore issued and delivered except: (1) those Priority Bonds theretofore canceled by the respective paying agents for such Priority Bonds or delivered to such paying agents for cancellation; (2) those Priority Bonds for which payment has been duly provided by the City by the irrevocable deposit with the respective paying agents for such Priority Bonds of money in the amount necessary to fully pay principal of, premium, if any, and interest thereon to maturity or redemption, if any, as the case may be, provided that, if such Priority Bonds are to be redeemed, notice of redemption thereof shall have been duly given pursuant to the ordinance authorizing the issuance of such Priority Bonds, irrevocably provided to be given to the satisfaction of such paying agents, or waived; (3) those Priority Bonds that have been mutilated, destroyed, lost, or stolen and for which replacement bonds have been registered and delivered in lieu thereof; and (4) those Priority Bonds for which the payment of principal thereof, premium, if any, and interest thereon to Stated Maturity re redemption has been duly provided for by the City by the deposit in trust of money or Government Obligations, or both. AA. The term "Paying Agent/Registrar" shall mean the financial institution specified in Section 4.A of this Ordinance, or its herein - permitted successors and assigns. BB. The term "Pledged Revenues" shall mean (1) the Net Revenues, plus - (2) any additional revenues, income, receipts, or other resources, including. without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged to the payment of the Priority Bonds. CC. The term "Previously issued Priority Bonds" shall have the meaning given said term in the preamble to this Ordinance. DD. The term "Priority Bonds" shall mean the Previously Issued Priority. Bonds, the Bonds, the Series 2010 Taxable Bonds, and any Additional Priority Bonds. 90(92441 -1 -13- -557— EE.The terra "Frodent Utility Practice" shall mean any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is owned in common with one or more other entities, the term "Prudent Utility Practice ", as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. FF. The term "Purchaser" shall have the meaning given such term in Section 25 of this Ordinance. GG. The teen "Rating Agency" shall mean any nationally recognized securities rating agency which has assigned a rating to the Priority Bonds. HH. The term "Required Amount" shall have the meaning given such term in Section 10 of this Ordinance. H. The term "Reserve Fund" shall have the meaning given such term in Section 10 of this Ordinance. LI. The term "Reserve Fund Obligations" shall mean cash, Eligible Investrnents, any Credit Facility, or any combination of the foregoing. K.K. The term "Series 1990 Bonds" shall mean the S64,660,000 City of Corpus Christi, Texas utility System Revenue Refunding Bonds, Series 1990, authorized by the ordinance adopted by the City on November 15, 1990; the term "Series 1999 Bonds" shall mean the 547,740,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds Series 1999; authorized by the ordinance adopted by the City on May 11, 1999; the term "Series 1999 -A Bonds" shall mean the 515,750.000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999 -A, authorized by the ordinance adopted by the City on April 20, 1999; the term "Series 2000 Bonds" shall mean the 534.740;000 City of Corpus Christi. Texas Utility System Revenue Refunding Bonds, Series 2000, authorized by the ordinance adopted by the City on May II, 1999 (as amended by ordinance adopted on June ] 5, 1999); the Lerri "Series 2000 -A Bonds" shall mean the 542.520.000 City of Corpus Christi., Texas Utility System Revenue Refunding Bonds, Series 2000 -A, authorized by the orc.L.ancP acionter2. by the City on September 19 2000: the term "Series 2002 Bonds" shall mean t?w 592.330.000 City of Corpus Christi. Texas Utility System Revenue Refunding and Se_-ies 2002, authorized by the ordinance adopted by the City on Ai-m us G, :0:22; _h.e _e_n e ies 2003 Bonds" shall mean the 528.870.000 City of Corpus Christi. e gas U:i:«.' S •s-_en_ R venue Refunding Bonds, Series 2003, authorized by the ordinance adcmed hy the City on March 25, 2003; the tern "Series 2004 Bonds" shall mean the 53.J00,000 City of ro -,:as Christi, Texas Utility System Revenue Refunding and Improvement _'5 68— Bonds, Series 2004, authorized by the ordinance adopted by the City on July 13, 2004; the term "Series 2005 Bonds" shall mean the 570,390,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005, authorized by the ordinance adopted by the City on December 21, 2004; the terns "Series 2005A Bonds" shall mean the $68,325,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005A, authorized by the ordinance adopted by the City on August 30, 2005; the term "Series 2006 Bonds" shall mean the 584,415,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2006, authorized by the ordinance adopted by the City on September 26, 2006; the term "Series 2009 Bonds" shall mean the 596,490,000 City of Corpus Christ, Texas Utility System Revenue Improvement Bonds, Series 2009, authorized by the ordinance adopted by the City on February 24, 2009, the term "Series 2010 Bonds" shall mean the 58,000,000 City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 20] 0, authorized by the ordinance adopted by the City on March 9, 2010, ,and the terra "Series 2010A Bonds" shall mean the $ City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A authorized by the ordinance adopted by the City concurrently with the adoption of this Ordinance on June 22, 2010. LL.The term "Subordinated Obligations" shall mean any bonds, notes, or other obligations issued pursuant to law payable in whole or in part from the Pledged Revenues but subordinate to the Priority Bonds, which includes the Series B Commercial Paper Notes. MM. The term "System" shall mean and include, for so long as the Previously Issued Priority Bonds (except for the Series 2010 bonds, which are excluded from such definition for this purpose) remain Outstanding or until consents from the Holders thereof permitting an amendment to the applicable authorizing ordinances providing for an earlier date of effectiveness are secured, the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law, storm sewer and drainage within the waterworks system, and all replacements thereof; thereafter, the term "System" shall mean and include the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements; enlargements, and additions thereto, including, to the extent permitted by law (and to be added at the sole discretion of the City), solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise services, and all replacements, additions, and improvements to any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City not to be a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of "Special Facilities Bonds". which are hereby defined as being special revenue obligations of the City which are not secured by or payable from the Pledged Revenues. but which are secured by and payable solely from special contract revenues. or payments received from the City or any other legal entity. or any combination thereof. in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System. unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such "Special Facilities Bonds ". 9004244 ? .1 -15- -569— NN. The tend "S_;-Stein Fund" shall have the meaning given such tern in Section 8 of this Ordinance. y 4 00. The term "Value of Investment Securities" and words of like import shall mean the amortized value thereof: provided, however, that all United States of America, United States Treasury Obligations- -State and Local Government Series shall be valued at par and those obligations which are redeemable at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations made under this paragraph shall include accrued interest on the investment securities paid as a part of the purchase price thereof and not collected. For the purposes of this definition. "amortized value ", when used with respect to a security purchased at par, means the purchase price of such security. PP. The term "Year" shall mean the regular fiscal year used by the City in connection with the operation of the System, which may be any twelve consecutive months period established by the City, currently being the period of time beginning on August 1 and ending on July 31. SECTION ?: Pledge. A. Pledged Revenues. The Priority Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues including such revenues within the System Fund and the Funds hereinafter created in this Ordinance; and the Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service Fund and the Reserve Fund as hereinafter provided. The Priority Bonds are and will be secured by and payable only from the Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties, whether real, personal. or mixed, constituting the System. B. Security Interest. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of the Pledged Revenues granted by the City under Subsection A of this Section, and such pledge is therefore valid, effective, and perfected. If Texas Ian- is amended at any time while the Bonds are Outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, as amended. Tee. =s Business & Commerce Code, then in order to preserve to the registered owners of the Fonds the perfection of the security interest in said pledge, the City agrees to take such Treasures as it determines are reasonable and necessary under Texas lay =, to comply with the appiical^ e _ rcvisions of Chanter 9, as amended, Texas Business & Commerce Code and enable a filin6 to perfect the security interest in said :ledge to occur. SECTION 8: Eys.tc- r Fund. There has heretofore been created and established and there shall be maintained c;: t _r h ^ks of the C. ty. and acoo anted f2r separate and apart from all other funds of the CiTV, Z. __ _ --_a e ', -a ed the t_v of Corpus Christi Utility System Fund" (the "System Fund "). Ail ih .-. Reve ::yes shy_l be credited i_1 :he System Fund immediately upon receipt. All Operas_,,, _ __ �� sha i be maid -T.. ___ s .:__ Eress Revenues credited to the System Fund as a irst charge 44... -:6- -- 5 . f 0 -- SECTION 9: Debt Service Fund. A. Debt Service Fund Established. For the sole purpose of paying the principal amount of, prernium, if any, Amortization Installments, if any, and interest on all Priority Bonds, there has heretofore been created and established and there shall be maintained on the books of the City a separate fund entitled the "City of Corpus Christi Utility System Revenue Bonds Debt Service Fund" (the "Debt Service Fund "). Money in the Debt Service Fund shall be deposited and maintained in an official depository bank of the City. B. Capitalized Interest Account. Within the Debt Service Fund there may hereafter be established a Capitalized Interest Account. The proceeds of Priority Bonds representing capitalized interest may be deposited into the Capitalized Interest Account. On or before the day next preceding any interest payment date of Priority Bonds or other obligations for which any interest has been capitalized, the City shall use the money in the Capitalized Interest Account to pay such interest on such Priority Bonds or other obligations to the extent of the amounts therein representing such capitalized interest. C. Surplus Proceeds. Effective at such time as the Previously Issued Priority Bonds are no longer Outstanding, the City may transfer excess amounts held in the Debt Service Fund to any fund or funds established for the payment of or security for the Priority Bonds (including any escrow established for the final payment of any such obligations pursuant to Chapter 1207, as amended, Texas Government Code) or use such excess amount for any lawful purpose now or hereafter provided by law; provided, however, to the extent that such excess amount represents bond proceeds, then such amount must remain in the Debt Service Fund. SECTION 10: Reserve Fund. A. Reserve Fund Established. There has heretofore been created and established and there shall be maintained on the books of the City a separate fund entitled the "City of Corpus Christi Utility System Revenue Bonds Reserve Fund" (the "Reserve Fund "). There shall be deposited into the Reserve Fund any Reserve Fund Obligations so designated by the City. Reserve Fund Obligations in the Reserve Fund shall be deposited and maintained in an official depository bank of the City. Reserve Fund Obligations in the Reserve Fund shall be used solely for the purpose of retiring the last of anv Priority Bonds as they become due or paving principal of and interest on any Priority Bonds when and to the extent the amounts in the Debt Service Fund are insufficient for such purpose. The Reserve Fund shall be maintained in an amount equal to the Average Annual Principal and Interest Requirements of the Outstanding Priority. Bonds after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax credit bonds (the "Required Amount "). The City may. at its option. withdraw and transfer to the System Fund. all surplus in the Resen-e Fund over the Required Amount. B. Credit Facility. The City may replace or substitute a Credit Facility for cash or Eligible investments on deposit in the Reserve Fund or in substitution for or replacement of any existing Credit Facility. Upon such replacement or substitution, cash or Eligible Investments on deposit in the Reserve Fund which, taken together with the face amount of any existing Credit 90092441,1 -17- -571— Facilities, are in excess of the Recuiredi Amount may be withdrawn by the City, at its option, and transferred to the System Fund; provided, however, that the face amount of any Credit Facility may be reduced at the option of the City in lieu of such transfer. C. Withdrawals. If the City is required to make a withdrawal from the Reserve Fund for any of the purposes described in this Section. the City shall promptly notify any applicable Credit Facility Provider of the necessity for a withdrawal from the Reserve Fund for any such purposes, and shall make such withdrawal FIRST from available money or Eligible Investments then on deposit in the Reserve Fund, and NEXT from a drawing under any Credit Facility to the extent of such deficiency. D. Deficiencies. In the event of a deficiency in the Reserve Fund, or in the event that on the date of termination or expiration of any Credit Facility there is not on deposit in the Reserve Fund sufficient Reserve Fund Obligations, all in an aggregate amount at least equal to the Required Amount, then the City shall satisfy the Required Amount by depositing Reserve Fund Obligations into the Reserve Fund in monthly installments of not Less than 1/60 of the Required Amount made on or before the 10th day of each month following such termination or expiration. E. Redemption; Defeasance. In the event of the redemption or defeasance of any Priority Bonds, any Reserve Fund Obligations on deposit in the Reserve Fund in excess of the Required Amount may be withdrawn and transferred, at the option of the City, to the System Fund, as a result of (i) the redemption of any Priority Bonds, or (ii) funds for the payment of any Priority Bonds having been deposited irrevocably with the paying agent or place of payment therefor in the manner described in any ordinance authorizing the issuance of Priority Bonds, the result of such deposit being that such Priority Bonds no longer are deemed to be Outstanding under the tenns of any such ordinance. F. Reimbursement of Credit Facility Provider. In the event there is a draw upon a Credit Facility, the City shall reimburse the Credit Facility Provider for such draw, in accordance with the terms of any agreement pursuant to which the Credit Facility is issued. from Pledged Revenues; provided, however, such reimbursement from Pledged Revenues shall be subordinate and junior in right of payment to the payment of principal of and premium, if any, and interest on the Priority Bonds. G. Additional Prioritv Bonds. Upon the issuance cif Additional Frio: its- Bonds the money in the Reserve Fund shall be increased to the newly- established Requtl :ed Amount it accordance with the provisions of Section 1 8.B of this Ordinance. SECTION 11: Subordinated Obligations Funds and .= :cc ^ ?,M}4. °= '-`:..t; hereafter r_.ay create, establish and maintain on the books of the City separate :vends and acco1.mts from \71n-ich _honey can be withdrawn to pay the principal of and interest Iereafre_- ..Lay be issued. SECTION 12: investments. Money in any Fund e :i.. .. .. 'L: .. 7 may, at the option of the City, be placed or invested i5? iii _�v -tt e_ s ";e :Lev r�ese_ e =gin sriail not be invested In Secu.rltles with an avera" e za erase _pat. r of rare-..: r , c._ei t _ci] seven years. If _�7Di7 °_,° in a Fund herein estaL'zse� ..:.e :.�:_il'.'.e� •;C be _i" � ::5w`', 'i::e 8- -r -512— value of any such Fund shall be established by adding the money therein to the value of Investment Securities. The value of each such Fund shall be established annually during the last month of each Year, and in addition thereto and with respect to the Reserve Fund, value shall be established within thirty days prior to the issuance of Priority Bonds and at the time or times withdrawals are made therefrom. Such investments shall be sold promptly when necessary to prevent any default in connection with the Priority Bonds. Earnings derived from the investment of money on deposit in the various Funds and Accounts created hereunder shall be credited to the Fund or Account from which money used to acquire such investment shall have come. SECTION 13: Funds Secured. Money in the System Fund and all Funds created by this Ordinance, to the extent not invested, shall be secured in the manner prescribed by law for securing funds of the City. SECTION 14: Flow of Funds. All money in the System Fund not required for paying Operating Expenses during each month shall be applied by the City, on or before the 10th day of the following month, commencing during the months and in the order of priority with respect to the Funds and Accounts that such applications are hereinafter set forth in this Section. A. Debt Service Fund. To the credit of the Debt Service Fund, in the following order of priority, to -wit: (1) such amounts, deposited in approximately equal monthly installments, commencing during the month in which the Priority Bonds are delivered, or the month thereafter if delivery is made after the 10th day thereof, as will be sufficient, together with other amounts; if any, in the Debt Service Fund available for such purpose (including specifically money on deposit in the Capitalized Interest Account, if any, dedicated thereto), to pay the interest scheduled to come due on Priority Bonds on the next succeeding interest payment date; (2) such amounts, deposited in approximately equal monthly installments, commencing during the month which shall be the later to occur of (i) the twelfth month before the first maturity date of Priority Bonds or (ii) the month in which Priority Bonds are delivered, or the month thereafter if delivery is made after the 1 0th day thereoff, as will be sufficient, together with other amounts, if any, in the Debt Service Fund available for such purpose. to pay the principal scheduled to mature on Priority Bonds on the next succeeding principal payment date; and (3) Amortization Installments, in such amounts and on such dates as set forth in any ordinance authorizing a series ofPriority Bonds which contain Term Bonds v,-ithin such series, to pay scheduled principal amounts of Priority Bonds which constitute Tern: Bonds to be redeemed in accordance with the terms cif said ordinance. B. Reserve Fund. To the credit of the Reserve Fund, such amounts. deJ o5 "`G6 ;. approximately euual m.onthlv installments. nornmenc ng duri= g the month in which, the Priority Bonds are delivered, or the month thereafter if delivery is made after the 10th day thereof, equal to not less than 1/60 of the Required Amount, until such time as such amounts together with other amounts, if any, in the Reserve Fund, equal the Required Amount. When and so long as 9009244 i.1 -19- _573— the Reserve Fund Obligations in the Reserve Fund are not less than the Required Amount, no deposits need be made to the credit of the Reserve Fund. When and if the Reserve Fund at any time contains less than the Required Amount due to any cause or condition other than the issuance of Additional Priority Bonds then, subject and subordinate to making the required deposits to the credit of the Debt Service Fund, commencing with the month during which such deficiency occurs, such deficiency shall be made up from the next available Pledged Revenues or from any other sources available for such purpose. Reimbursements to a Credit Facility Provider made in accordance with the terms of Subsection 10.F of this Ordinance shall constitute the making up of a deficiency to the extent that such reimbursements result in the reinstatement, in whole or in part, as the case may be; of the amount of the Credit Facility. If the Reserve Fund contains less than the Required Amount due to the issuance of Additional Priority Bonds, deposits shall be made to the Reserve Fund commencing during the month and in the amounts required by Subsection 18.B of this Ordinance, unless a Credit Facility is deposited in the Reserve Fund in an amount necessary to cause the sum of money and the value of Investment Securities and any other Credit Facilities in the Reserve Fund to equal the Required Amount. C. Surplus. The balance of any money remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, including, but not limited to, Subordinated Obligations, and for any other lawful purpose; provided, however, that transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Year. SECTION 15: Deficiencies. If on any occasion there shall not be sufficient Pledged Revenues to make the deposits and other applications of money required by Section 14 with respect to the various Funds as provided therein, any such deficiencies shall be made up (in the order that each such Fund is provided for in Section 14) as soon as possible from the next available Pledged Revenues, or from any other sources available for such purpose. The foregoing notwithstanding, however, if any deficiency in the Reserve Fund occurs as a result of withdrawals therefrom or decreases in the market value of Eligible Investments on deposit therein, such deficiency will be made up from the next available Pledged Revenues within twelve months from the date of such deficiency is determined, with such deposits to the Reserve Fund to be made in not more than twelve substantially equal monthly payments. SECTION 16: Payment of Bonds. On or before the first scheduled Interest Payment Date, and on or before each interest payment date and principal payment date thereafter while any of the Priority Bonds are Outstanding and unpaid, the City shall make avaiiable to the paying agent therefor, out of the Debt Service Fund (and the other Funds, if necessary, in the order of priority set forth herein) money sufficient to pay such interest on and such principal amount of the Priority Bonds, as shall become due and manure on such dates, respectively, at maturity or by redemption prior to maturity. The Paving AEent`Registrar, or the bond registrar for each series of Priority Bonds snail destroy all paid Pricrity Bonds, as applicable, and .fur ish the City ;zTi y auL appropriate certificate of cancellation or des': ac' :'ion. SECTION 17: Final Deposits: Oove_rm ?en: O liza:ions. A. Defeasance. Any Priority Fond shrill be deemed to be paid, retired and no longer Outstanding within the meaning of this p'ayrrient of the _n-;ncipal amount of. 9005244'.. E �: redemption premium, if any, on such Priority Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made in accordance with the terms thereof or (ii) shall have been provided for by irrevocably depositing with, or making available to, a paying agent (or escrow agent) therefor, in trust and irrevocably set aside exclusively for such payment, in accordance with the ternis and conditions of an agreement between the City and said paying agent (or escrow agent), (1) money sufficient to make such payment or (2) Government Obligations, certified by an independent public accounting firm of national reputation, to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of such paying agent pertaining to the Priority Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for (and irrevocable instructions shall have been given by the City to the paying agent of such bonds to give notice of such redemption in the manner required by the ordinance or ordinances authorizing the issuance of such bonds) to the satisfaction of such paying agent. Such paying agent shall give notice to each registered owner of any Priority Bond that such deposit as described above has been made, in the same manner as described in Section 2.B of this Ordinance. In addition, in connection with a defeasance, such paying agent shall give notice of redemption, if necessary, to the registered owners of any Priority Bonds in the manner described in such Priority Bonds and as directed in the redemption instructions delivered by the City to such paying agent. At such time as a Priority Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or a lien on and pledge of the Pledged Revenues, and shall be entitled to payment solely from such money or Government Obligations. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. B. Government Obligations. Any money so deposited with a paying agent (or escrow agent) may, at the direction of the City, also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from all Government Obligations in the hands of the paying agent (or escrow agent) pursuant to this Section which is not required for the payment of the principal of such Priority Bonds, the redemption premium, if any. therefor, and interest thereon, with respect to which such money has been so deposited, shall be remitted to the City for deposit into the System Fund. C. Payment of Priority Bonds. Except as provided in Subsection B of this Section, all money or Government Obligations set aside and held in trust pursuant to the provisions of this Section for the payment of the principal of such Priority Bonds, the redemption premium, if any. 40092441.1 -21- _575_ therefor; and interest thereon, shall be applied solely to and used solely for the payment of such Priority Bonds, such redemption premium, if any, and interest thereon. SECTION 18: Issuance of Additional Priority Bonds. A. Reservation of Right to Issue Additional Priority Bonds. Subject to the provisions hereinafter appearing as conditions precedent which must first be satisfied, the City reserves the right to issue, from time to time as needed, Additional Priority Bonds for any lawful purpose relating to the System. Such Additional Priority Bonds may be issued in such form and manner as now or hereafter authorized by the laws of the State of Texas for the issuance of evidences of indebtedness or other instruments, and should new methods or financing techniques be developed that differ from those now available and in normal use, the City reserves the right to employ the same in its financing arrangements provided only that the same conditions precedent herein required for the authorization and issuance of Additional Priority Bonds are satisfied. B. Debt Service Fund and Reserve Fund; Funding Reserve Fund. The Debt Service Fund and the Reserve Fund confirmed by this Ordinance shall secure and be used to pay all Additional Priority Bonds hereafter issued. Upon the issuance and delivery of Additional Priority Bonds, the additional amount required to be deposited in the Reserve Fund shall be so accumulated by the deposit in the Reserve Fund of all or any part of said required additional amount in cash immediately after the delivery of such Additional Priority Bonds, or, at the option of the City, (i) by the deposit of said required additional amount (or any balance of said required additional amount not deposited in cash as permitted above) in approximately equal monthly installments, made on or before the 10th day of each month following the delivery of such Additional Priority Bonds, of not less than 1 /60th of said required additional amount (or 1160th of the balance of said required additional amount not deposited in cash as permitted above) or (ii) by the deposit of a Credit Facility which, in whole or in combination with deposits described in clause (i) above, is sufficient to satisfy the required additional atnount to be on deposit in the Reserve Fund. C. Calculations. All calculations of Average Annual Principal and Interest Requirements made pursuant to this Section shall be made as of and from the date of the Additional Priority Bonds then proposed to be issued. SECTION 19: Further Reauiretnents for Additional Priority Bonds. A. Conditions Precedent for Issuance of Additional Priority Bonds - General. As a condition precedent to the issuance of any Additional Priority Bonds. the City Manager (or athe_- officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding =elating to any obligations of the City payable from and secured by a lien on and pledge of the Pledged Revenues and (ii) that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on chid. :7 edge of t_ie Pledged Revenues are the amounts then required to be deposited therein. Such c- rtiflcate shalt be dated on or before the date of delivery of such Additional Priority Bonds, but su:;1-1 certificate -22- -576— shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Priority Bonds. B. Conditions Precedent for Issuance of Additional Priority Bonds - Capital Im rovements and for an y other Lawful Pu ose exce t for Ca ital Additions or for Refundin The City covenants and agrees that Additional Priority Bonds will not be issued for the purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection C, D or E of this Section) unless and until the conditions precedent in Subsection A above have been satisfied and, in addition thereto, the City has secured a certificate or opinion of the Accountant to the effect that, according to the books and records of the City, the Net Earnings (as hereinafter defined) for the preceding Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Priority Bonds is adopted are at least equal to 1.25 times the Average Annual Principal and Interest Requirements for all Outstanding Priority Bonds after giving effect to the Additional Priority Bonds then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Priority Bonds may not be issued for the purpose of financing Capital Improvements when other Outstanding Priority Bonds which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Priority Bonds has been provided for at least the twelve months subsequent to the date of issuance of the Additional Priority Bonds then proposed to be issued, unless the conditions precedent in Subsection A above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2) if the relevant conditions of this Subsection B as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection C(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certificate or opinion of the Accountant to the effect that, according to the books and records of the City, the Net Earnings for the preceding Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Priority Bonds is adopted are at least equal to 1.25 times the Average Annual Principal and Interest Requirements for all Outstanding Priority Bonds (other than any Priority Bonds issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Priority Bonds proposed to be issued) after giving. effect to the Priority Bonds then proposed. C. Conditions Precedent for Issuance of Additional Priority Bonds - Capital Additions: initial Issue. The City covenants and agrees that Additional Priority Bonds will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection A above have been satisfied and. in addition thereto. either the relevant conditions precedent specified in Subsection B above are satisfied or. in the alternative. the City shall have obtained: (i) from the Engineer of Record a comprehensive Engineering Report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition. (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative. and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the 90052441.1 -23- -577-- constriction thereof and for at least five Years after the date the Capital Addition becomes commercially operative, and (3) conclude that (1) the Capital Addition is necessary and will substantially increase thc capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of the Engineer of Record to the effect that, based on the Engineering Report prepared for each Capital Addition, the projected Net Earnings for each of the five Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the Engineering Report) will be equal to at least 1.25 times the Average Annual Principal and Interest Requirements for Priority Bonds then Outstanding or incurred and all Priority Bonds estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the first series of obligations for the Capital Additions is to be delivered through the fifth Year subsequent to the date the Capital Addition is estimated to become commercially operative. D. Completion issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection C(i) and (ii) above and the initial Priority Bonds issued therefor are delivered, the City reserves the right to issue Additional Priority Bonds to finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection C(i) and (ii) or Subsection B of this Section but subject to satisfaction of the following conditions precedent: (i) the City makes a forecast (the "Forecast ") of the operations of the System demonstrating the System's ability to pay all obligations, payable from the Pledged Revenues of the System to be Outstanding after the issuance of the Additional Priority Bonds then being issued for the period (the "Forecast Period ") of each ensuing Year through the fifth Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) the Engineer of Record reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Pledged Revenues of the System will be adequate to pay all the obligations, payable from the Pledged Revenues of the System to be Outstanding after the issuance of the Additional Priority Bonds then being issued for the Forecast Period and (B) the proceeds from the sale of such Additional Priority Bonds are estimated to be sufficient to complete such acquisition and construction. Ref+.indinq �_ssties. The City reserves the right to issue refunding bonds to refund all or any part of he Outstanding Priority Bonds (pursuant to any law then available), upon such terms and conditions as the governing body of the City may deem to be in the best interest of the City and its inhabitants. and if less than all such Outstanding Priority Bonds are refunded, the conditions precedent presc gibed in Subsection A and 13 of this Section shall be satisfied and the _�.ecou xta! it' s rdf cafe or opinion required by Subsection 13 shall give effect to the issuance of -he pry :2osed rein ding bonds and shall not give effect to the Priority Bonds being refunded )oio•s,vi g their cancellation or provision being made for their payment). In addition. the City reserves and right to refund refund all or any part t of any other obligations of theme System, upon such tr is and conditions as the Governing Body or the City deem to be in the ^ - 5 � best interest or the Ci -v and its Inn .Litants, provided that the conditions prescribed in Subsection A and 3 of this Se ;t..)11 s a be sa`Sfi`6. No Acc,..ountaint's certificate oche- wise required by Subsection B v,i?l be —578— required for refunding bonds, after giving effect to such proposed refunding, if there is no increase in debt service for any Year in which there will be debt service on Priority Bonds Outstanding both before and after such refunding. F. Computations: Reports. With reference to Priority Bonds anticipated and estimated to be issued or incurred, the Average Annual Principal and Interest Requirements therefor shall be those reasonably estimated and computed by the City's Director of Financial Services (or other officer of the City then having the primary responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Priority Bonds to which it relates. In the preparation of the Engineering Report required in Subsection C(i) above, the Engineer of Record may rely on other experts or professionals, including those in the employment of the City, provided such Engineering Report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Priority Bonds for Capital Additions, the certificate of the City's Director of Financial Services and Engineer of Record, together with the Engineering Report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. G. Combination Issues. Priority Bonds for Capital Additions may be combined in a single issue with Priority Bonds for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection B through E are complied with as the same relate to the appropriate purpose. H. Subordinated Obligations. The City may, at any time and from time to time, for any lawful purpose, issue Subordinated Obligations, the principal of and redemption premium, if any, and interest on which is payable from and secured by a pledge of and lien on the Pledged Revenues junior and subordinate to the lien and pledge created hereby for the security of the Priority Bonds and the payments required to be made hereunder into the Debt Service Fund and the Reserve Fund; provided, however, that any such pledge and lien securing the Subordinated Obligations shall be, and shall be expressed to be, subordinate in all respects to the pledge of and lien on the Pledged Revenues as security for the Priority Bonds; and provided further that any default with respect to the issuance of Subordinated Obligations will not be deemed a default with respect to the Priority Bonds. I. Definition of Net Earnings. As used in this Section, the term "Net Earnings" shalt mean the Gross Revenues of the System after deducting the Operating Expenses of the System, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. J. Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the Accountant may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by the 9009244 IA -25- -579— Accountant's certification or cpinion based on such charge in rates and charges being in effect for the entire period covered by the Accountant's certificate or opinion. SECTION 20: General Covenants. The City farther covenants and agrees that in accordance with and to the extent required or permitted by law: A. Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance authorizing the issuance of Additional Priority Bonds; it will promptly pay or cause to be paid the principal amount of and interest on every Priority Bond, on the dates and in the places and manner prescribed in such ordinances and such Priority Bonds: and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Priority Bond may require the City, its officials and employees to carry out, respect or enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the issuance of Priority Bonds, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the City, its officials and employees. B. City's Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Ac uisition and Construction: Operation and Maintenance. (1) It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements, in accordance with the plans and specifications therefor, as modified from time to tune, with due diligence and in a sound and economical manner; and (2) it shall at all tunes us° its best efforts to operate or cause to be operated the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain, preserve, reconstruct and keep the same or cause the same to be so maimained, preserved, reconstructed and kept, with the appurtenances and every part and parcel t ecf, in wod repair, working order and condition, and shall from time to time make, or use i :s lo st of c.ns to cause to be made, all necessary and proper repairs. replacement and renewals so '_�:c -*_ all tines the cueratio_ of the System may be properly and advantageously conducted. D. Title. It has or whether such title is in fee or lesser interest. to the lands, buildings, strt:.ct�- rsc '.._es o• nstitu i i2. the ` ystein. that it warrants that it will defend the title to all .__�. a��s buildings. st_ao:v-re- any i^,.l�ti e s, and every pai-i thereof, for the benefit of 1, _ o' s c f the li=•Tor.i7y Bonds, against die claims and demands of all persons v homsoeve_. that it is : i, =,'G_1 3uali_id to :)ledge the Pledged Revenues to the payment of the Priority Bonds in : -- ___ prose - oed herein, and :_as :a-,:• fully exercised such rights. E. Liens. It v,:11 time aria before the same become delinquent pay and discharge all taxes. assessn-,cits azcc l o fi:_,S _entai cha. :g°s, any, wthicii shall be lawful!,: c. DO2 1 —583 -- imposed upon it, or the System: it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's. materialman's or other hen or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, firm, corporation or other entity, other than the City. No part of the salary of any official or employee of the City or his replacement shall be paid from Pledged Revenues unless and only to the extent the duties and performances of such official or employee or his replacement appertain directly to the System. To the extent the City receives the services of the System, such services shall be accounted for according to the established rate schedule. G. Further Encumbrance. It will not additionally encumber the Pledged Revenues in any manner, except as permitted in this Ordinance in connection with Priority Bonds, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance; but the right of the City to issue Subordinated Obligations payable in whole or in part from a subordinate lien on the Pledged Revenues is specifically recognized and retained. H. Sale, Lease or Disposal of Property. No part of the System shall be sold, leased, mortgaged, demolished, removed or otherwise disposed of, except as follows: (1) To the extent permitted by law, the City may sell or exchange at any time and from time to time any property or facilities constituting part of the System only if ( A) it shall determine such property or facilities are not useful in the operation of the System, or (B) the proceeds of such sale are 5250,000 or less, or it shall have received a certificate executed by the Engineer of Record and the City 'Manager stating, in their opinion, that the fair market value of the property or facilities exchanged is 5250,000 or less. or (C) if such proceeds or fair market value exceeds 5250,000 it shall have received a certificate executed by the Engineer of Record and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or exchange of such property or facilities will not imp air the ability of the City to comply during the current or any future Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Priority Bonds, or (ii) otherwise be used to provide for the payment of Priority Bonds. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the 90092441.1 -27- -581— City in any manner with the p: oceeds of Priority Bonds, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Priority Bonds, then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements tor the use of or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right (A) does not impede the operation by the City of the System and (B) does not in any manner impair or adversely affect the rights or security of the owners of the Priority Bonds under this Ordinance; and provided, further, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of 5500,000, the City shall have received a certificate executed by the Engineer of Record and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, contract, license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. I. Books. Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the City is no liable for claims which would be protected by such insurance. At any tine \ hiie any contractor engaged in construction work shall be fully responsible therefor. the City shell not be required to carry insurance on the work being co-:strtic'_ed if the contractor required to cam appropriate insurance. All such polici:s ;-gall be 7)7i:en to the inspection of the bonuhoider s and their representatives at all reas'unai niF >. (2) in lieu of obtaining policies for insurance as 'r�J` ,� .._ i' _.. -. _ ` i , ,G'• self - insure against :ist:s. accidents. claims or casualties cesc�be; (3) the annual audit hereinafter .equire'd s1 a_i ��Mt- �•.... 4 �.. . -�_- �.J - -..-- .. -.• on whether or not the City has complied with the -e-o- i._-.._ie: -Its respec. to the me.interimce of insurance. and listing `h ^n v- --582— City is self- insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. K. Rate Covenant. It will fix, establish, maintain and collect such rates, charges and fees for the use and availability of the System at all times as are necessary to produce Gross Revenues and other Pledged Revenues equal to the greater of amounts determined in accordance with clauses (1) or (2) below, to -wit, amounts sufficient: (1) (A) to pay all current Operating Expenses of the System, and (B) to produce Net Revenues for each Year at least equal to 1.25 times the Average Annual Principal and Interest Requirements of all then Outstanding Priority Bonds; or (2) to pay the sum of (A) all current Operating Expenses, (B) the Average Annual Principal and Interest Requirements on the then Outstanding Priority Bonds, (C) deposits to the Reserve Fund required for the Priority Bonds, and (D) amounts required to pay all other obligations of the System reasonably anticipated to be paid from Gross Revenues during the current Year. The calculation of Average Annual Principal and Interest Requirements on all Outstanding Priority Bonds shall be net of (1) capitalized interest for such Priority Bonds only if the money in a Capitalized Interest Account received from proceeds of such Priority Bonds held in cash or are invested in Government Obligations and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Priority Bonds to which it relates.. The foregoing notwithstanding. such rates, charges and fees shall be fixed, established, maintained and collected at a level sufficient to enable the City to pay debt service on Priority Bonds during the current Year. L. Audits. After the close of each Year while any Priority Bonds are Outstanding, an audit will be made of the books and accounts relating to the System and the Pledged Revenues by the Accountant. As soon as practicable after the close of each such Year, and when said audit has been completed and made available to the City, a copy of such audit for the preceding year shall be mailed to any holder of the then Outstanding Priority Bonds who shall so request in writing. Such annual audit reports shall be open to the inspection of the registered owners of the Priority Bonds and their agents and representatives at all reasonable times. M. Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition. construction. equipment, operation and maintenance of the System. N. No Competition. To the extent Tt legally may. is will not grant any ,.s nchise or pe rmit for the acquisition. construction or operation of any competing. facilities which might be used as a substitute for the System', facilities. and; to the extent that it legal:' nay, the pro lib z any such competing facilities. O. Rights of Jn.spectior_. The Engineer of Record or any registered owner of S100,000 _- aggregate principal amount of the Priority Bonds then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to the Engineer of Record or such registered 90092441.1 -2R- -5$3- owner, as the case may be, such financial statements, reports and other information relating to the City and the System as the Engineer of Record or such registered owner inay from time to time reasonably request. SECTION 21: Covenants Regarding Tax - Exemption. A. Definitions. When used in this Section, the following terms have the following meanings: "Series 2010A Bonds" means the S "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM REVENUE IMPROVEMENT BONDS, SERIES 2010A ", dated July 1, 2010, issued on the Closing Date. "Code" means the Internal Revenue Code of 1986. as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in section 1.148 -1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in section 1.148 -1(c) of the Regulations, of the Bonds. "Investment" has the meaning set forth in section 1.148 -1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. "Rebate Amount" has the meaning set forth in section 1.148 -1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code. and 103 of the Internal Revenue Code of 1954; which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced.. "Yield" of 1) any investment has the -.meaning set forth in section 1.148-5 of the Regulations; and 2) the Bonds means tIle ;field c•n the Bonds and the cries ..)01."V_ Bonds, treating then as a single _ss t)e, and as calf plated scant to Section 1.148.44 cf the Regulations. B. Not to Cause Interest to Become Ia:a._e. The shall root i.:se, permit the use o:. or omit to use Gross Proceeds or any other a: _cu nts (o_ any property the acquisition. construction or improvement of which is to be -iinaiice directly _: iiidi ec `y with Gross Proceeds) in F. 84_ manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the "gross income ", as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond Iaw to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private lise or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds' within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last stated maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements such as take, take or pay, certain requirements and other similar output contracts or arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (3) not allow any "nonqualified amount' (as defined in section 141(b)(8.) of the Code) of the Bonds to exceed the excess of (i) S15,000,000 over (ii) the aggregate nonqualified amounts with respect to all prior tax- exempt bonds, five percent or more of the proceeds of which are or will be used with respect to any facility financed by the Bonds (or any other facility which is part of the sarne project as a facility financed 3w the). all within the meaning of section 141(b)(4) of the Code; and (4) not allow more than the lesser of (i) S5.00C.000 or (ii) five aercent of the proceeds of the Bonds to acquire nongovernmental output properly, as defined in section 141(d)[( ♦2) of the Coder., •exccept if 95 percent or more of the output /from C such the facility will be consumed _�i "qualified service area" (as defined in section 1 41 (d)(� . the Cod the City or f a "cualifie'd annexed area' (as defined :n section 141(d)(3) ❑F the Code) of the Ci zy. D. No Private Loan. Except to the extent that it will not cause the Bonds to becor-:e "private activity bonds" within the meaning of section 141 of the Code and the Reguiations and rulings thereunder. the City shall not use Gross Proceeds of the Bonds to make or finance loans 90092441.1 -31- -585— to any person or entity other than a state or local government. For purposes of ¢he foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final stated maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section i49(b) of the Code and the Regulations and rulings thereunder. the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six nears after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in sections 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculation \viiih its official transcript of proceedings relating to the issuance of the Bonds until s x a - s ater the final Computation Date. (3) As additional censideo- aticn for th.e. . urw -'ase 'c L she Bony by the i ...t ci_aser and the loan of the :Honey represented thereby and in order to induce such ru: chase by measures desired to insure the excludability of the interest thc_eon from 7te 7ess income of the owners thereof for federal income. e. tax 2u:=7coses, the City si:a'1 nay to the 90(J...92441.1 - - 5 8 6 — United States out of the Debt Service Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, any Rebate Amount in the manner and on or before the dates specified in section 148(0 of the Code and the Regulation and rulings thereunder. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(0 of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(0 of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148 3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the stated maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after the issue of such Bonds. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Temporary Periods. The Cite will or will not waive temporary periods with respect to the Bonds as provided in the City's Tax Exemption Certi ficate, L. Current Refunding of Certain of the Refunded Obligations. The Bonds are issued exclusively to refund the Refunded Obligations, and the Bonds will be issued. and the proceeds thereof used. within 90 days after the. Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(4) 4} of the Code, apart from savings attributable to lower interest rates. The City has : oomplied with the covenants, representations, and 'warranties contained in the documents executed in ccnnertion with the issuance of the Refunded Obligations. M. Elections. The City hereby directs and authorizes the Mayor. Mayor Pro Tem, City Manager, Interim Assistant Manager for Administrative Services, any Assistant City Manager, and the City's Interim Director of Financial Services, either or any combination of the foregoing. 90092441.3 -33- -587- to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code, or Regulations as they deem necessary or appropriate in connection with the Bonds, and other transactions related to any Priority Bonds. Such elections shall be deemed to be made on the Closing Date. SECTION 22: Taxable ObliEations. The provisions of Section 21 of this Ordinance notwithstanding, the City reserves the ability to issue Additional Priority Bonds in a manner such that such obligations are not obligations described in section 103(a) of the Code or are obligations which constitute "private activity bonds" within the meaning of section 141 of the Code. SECTION 23: Amendment of Ordinance. A. Approval by Registered Owners. The registered owners of a majority in aggregate principal amount of the Priority Bonds then Outstanding shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the City; provided, however, that without the consent of the registered owners of all of the Priority Bonds at the time Outstanding, nothing herein contained shall permit or be construed to perrnit the amendment of the terms and conditions in this Ordinance or in the Priority Bonds so as to: (1) make any change in the maturity of any of the Outstanding Priority Bonds; (2) reduce the rate of interest borne by any of the Outstanding Priority Bonds; (3) reduce the amount of the principal payable on the Outstanding Priority Bonds; (4) modify the terms of payment of principal of, premium, if any, or interest on the Outstanding Priority Bonds or impose any conditions with respect to such payment; (5) affect the rights of the registered owners of less than all of the Priority Bonds then Outstanding: (6) amend this Subsection A of this Section; or (7) ininimum percentage of the principal amount of Priority Bonds necessary for consent to any amendment; J t?naess uch amendment or amendments be approved by the registered owners of all of the O u t t E t EL:- time tho City shall desire to amend the Ordinance under _he Ci v si ai! .uu __: i ' :. T the. proposed amendment to be published in a f na c?al 'a71. AFC ?' ;o'.?: Oral Ci y of New York, New York. and a news17aner of c_ cuff :ioii in t e _ :,nee curing each calendar week for at least two successive w?eks. Such notice _ha+ trie iy set forth the natu c of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all holders of Priority Bonds. Such publication is not required, however, if notice in writing is given to each registered owner of Priority Bonds. C. Consent Obtained. Whenever at any time not less than 30 days, and within one year, from the date of the first publication of said notice or other service of written notice, the City shall receive an instrument or instruments executed by the registered owners of at least a majority in aggregate principal amount of the Priority Bonds then Outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Agent /Registrar, the Governing Body may pass the amendatory ordinance in substantially the same form. D. Amendatory Ordinance. Upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all the registered owners of then Outstanding Priority Bonds and all future Priority Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such amendments. E. Consent Irrevocable for Six Months. Any consent given by the registered owner of a Priority Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future registered owners of the same Priority Bond during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the registered owner who gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent/Registrar and the City, but such revocation shall not be effective if the registered owners of at least a majority in aggregate principal amount of the then Outstanding Priority Bonds as in this Section defined have, prior to the atternpted revocation, consented to and approved the amendment. F. Amendments without Consent. The foregoing provisions of this Section notwithstanding, the City, by action of the Governing Body may amend this Ordinance for any one or more of the following puraoses: (1) to add to the covenants and agreements of the City in this Ordinance contained, other covenants and agree vents thereafter to be obsered, grant additional rights or remedies to the registered owners of one Priority Bonds or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City-; (2) to maize such nrevisio s for the nurnose of curing any arribiguit'•, or curing. correcting or supplementing any defective provision contained in this Ordinance. or in regard to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the registered owners of the Priority Bonds then Outstanding; 900924411 -35- -589- (3) to modify any of the provisions of this Ordinance in any other respect whatever, provided that (i) such modification shall be, and be expressed to be, effective only after all Bonds and each series of Additional Priority Bonds Outstanding at the date of the adoption of such modification shall cease to be Outstanding, and (ii) such :modification shall be specifically referred to in the text of all Priority Bonds issued after the date of the adoption of such modification; (4) to make such amendments to this Ordinance as may be required, in the opinion of nationally recognized bond counsel acceptable to the City, to ensure compliance with sections 103 and 141 through 150 of the Code and the regulations promulgated thereunder and applicable thereto; (5) to make such changes, modifications or amendments as may be necessary or desirable in order to allow the owners of the Priority Bonds to thereafter avail themselves of a book -entry system for payments, transfers and other smatters relating to the Priority Bonds, which changes, modifications or amendments are not contrary to or inconsistent with other provisions of this Ordinance and which shall not adversely affect the interests of the owners of the Priority Bonds; (6) to make such changes, modifications or amendments as are permitted by Section 30.D of this Ordinance; (7) to make such changes, modifications or amendments as may be necessary or desirable in order to obtain or maintain the granting of a rating on the Priority Bonds by a Rating Agency or to obtain or maintain a Credit Facility, or to obtain the approval of the Bonds from the Attorney General of the State of Texas; and (8) to make such changes, modifications or amendments as may be necessary or desirable, which shall not adversely affect the interests of the owners of the Priority Bonds. in order, to the extent permitted by law, to facilitate the economic and practical utilization of interest rate swap a -cements, foreign currency exchange agreements, or similar type of agreements with respect to the Priority Bonds. Notice of any such amendment r _av be published by the City in the manner described in Subsection B of this Section; prcvi: e . however, that the nublic __ion of such notice shall not constitute a condition precedent to - e a :onion of such amendatory ordinance and the failure to publish such notice shall not adve -`tiv c. �i c.t t_ e irrprementatior± of such amendment as adopted pursuant to such amendatory ordi=.13. SECTION ?4: Da.rr?.Ce, ±. Substitute Bonds. L-1 stolen, or destroyed. the del:v; red a new bond of the y= : =tilated. lost, stolen, cr c es _c hereinafter 'provided. S '-g r i_s'rE -. G -1 UGC' -s �o Yj.�'.. -•n tec e,: ^ it ed. and l�- - .V _.a_ as the Cava ed. in the mariner B. Application for Replacement. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the applicant for a replacement bond shall furnish to the City and to the Paying Agent /Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. C. Payment upon Maturity. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. D. Cost of Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. E. Authority for Replacement Bonds. In accordance with Chapter 1206, as amended, Texas Government Code. this Section of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the Governing Body or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Subsection 4.A of this Ordinance for Bonds issued in exchange for other Bonds. SECTION 25: Sale of Bonds- Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to The Frost National Bank, San Antonio, Texas, as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated 2010 (the Purchase Contract) attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bonds shall be registered in the name of The Frost National Bank. _ 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 avr.•-: declares that the representations, warranties, and ageernents of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored by the City. 4004244;.1 -37- —5 9 1 — Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the Issuer hereby ratifies, confirms, and approves in all respects (i) the Issuer's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. 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 , 2010, in the reoffering, sate and delivery of the Bonds to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the Issuer 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. Proceeds from the sale of the Bonds shall, promptly upon receipt by the City, be applied as follows: A. Accrued interest, if any, shall be deposited into the Bond Fund, B. The remaining proceeds from the sale of the Bonds shall be applied, together with other legally available funds of the City, to establish an Escrow Fund to refund the Refunded Obligations, as more fully provided in the Escrow Agreement. Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into the Bond Fund. SECTION 26: Escrow Agreement Approval and Execution. The Escrow Deposit Letter dated as of the date of this Ordinance (the Escrow Agreement) by and between the City and Wells Fargo Bank, Nationa'_ Association, Austin, Texas (the Escrauv Agent), attached hereto as Exhibit D and incnrpo:ated- herein by reference as a. part of this Ordinance for all purposes, is hereby approved as zo rorn1 and content, and such Escrow Agreement in substantially the fault and substance attached hereto, together with such c?•:anges or revisions as may be necessary to accomplish the re^2nding or benefit the City, is hereby authorized to be executed by the Mayor and City Clerk and on behalf of the City and as the act and deed of the City Council; and the Escrow Agreement ar executed by said officials shall be deemed approved by the City Council and constitute the :se o ; U a-recinent herein approved, l the_"'_ ere. :_"' e Mayor. amity Clerk. or C -ty onager, any one or more of said officials, and the FS UFO Agent are hereby authorized and directed to slake the necessary arrangements for the purchase of ':he Federal Securities referenced in the Escrow Agreement and the delivery thereof to the Esc:c,w _-gent on the Closing Date for deposit to the credit of the Escrow Fund established in execution of subscription forms for the purchase _ _ :,:._.. r' e 4 -piled S',:ate_ ; - State and Local Cove_rn;nent Series" for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Acts, this Ordinance, and the Escrow Agreement. SECTION 27: Redemption of Refunded Obligations. The Refunded Obligations described in the preamble hereof will be redeemed or are or will mature on various dates at the price of par, premium, if any, and accrued interest to the redemption date or maturity date. The Mayor shall give written notice to the Escrow Agent that these Refunded Obligations shall be paid at maturity or redemption date, and the City Council ordains that such obligations are to be defeased, and such order to defease the Refunded Obligations on the dates herein specified shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption, if any, pertaining to these Refunded Obligations is attached to this Ordinance as Exhibit F and is incorporated herein by reference for all purposes. SECTION 28: Approval and Registration of Bonds. The City Manager of the City is hereby authorized to have control of the Bonds and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination and approval by the Attorney General, and their registration by the Comptroller of Public Accounts. Upon registration of the Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act therefor) shall manually sign the Comptroller's Registration Certificate accompanying the Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. SECTION 29: Default And Remedies. A. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an "Event of Default ": (1) the failure to make payment of the principal of premium, if any, or interest on any of the Bonds when the same becomes due and payable; or (2) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the registered owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any registered owner to the City. B. Remedies for Default. (1) Upon the happening of any Event of Default_ then and in every case, any registered owner or an authorized representative to eoi inciudin] . bi.ii riOZ IC, a trustee or trustees therefor, may proceed against the City, or any official, office: employee of the City in their official capacity, for the purpose of protecting and enfc ro;n, r the rights of the registered owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction. for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or 90092441.1 -39- -593— in violation of any right of the registered owners hereunder or any combination of such remedies. (2) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all registered owners of Bonds then Outstanding. C. Remedies Not Exclusive. (1) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (2) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (3) By accepting the delivery of a Bond authorized under this Ordinance, such registered owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the Governing Body. (4) None of the members of the Governing Body, nor any other official or officer, agent, or employee of the City, shall be charged personally by the registered owners with any liability, or be held personally liable to the registered owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. SECTION 30: Further Proceedings. The Mayor. the City Manager, any Assistant City Manager, the City Secretary, and the Director of Financial Services, and all other officers, employees and agents of the City, and each of them, shall be and they are hereby expressly 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 herein mentioned, as may be necessary or desirable in order to carry out the terns and provisions of t'i:s Ordinance and the Bonds, including, but not limited to, conforming documents to receive the approval of the Attorney General and to receive a rating from any Rating Agency, the minting of a statement relating to the insuring of the Bonds by a municipal bond insurance company, and the Representation Letter. SECTION 31: Bond insurance and Debt Sevice Reserve Fund insurance Pe icies. A uthorized Representative is authorized, in connection with effecting the sale of the Bonds, to obtain from a municipal bond insurance company so designated in the Approval Certificate a _municipal bond insurance policy (as hereinafter defined an Describe as the "Policy`) al-ill a debt service reserve fund (or surety) policy (the "Surety Fc- ...'') s l }Dort of the Bend -. e d hou1c1 an ?utilcrze� Rem-esentativ° obtain either a Policy or a Surety Policy, or both, for so long as either or both policies are in effect, the requirements of the provider(s) relating to the issuance of said policies are incorporated by reference into this Ordinance and made a part hereof for all purposes (and this Ordinance may be modified so that such provisions shall be included herein), notwithstanding any other provision of this Ordinance to the contrary. For purposes of this Ordinance, the Required Amount shall include the debt service on the Bonds as well as the Outstanding Previously Issued Priority Bonds. An Authorized Representative shall have the authority to execute any documents to effect the issuance of said policies by the providers) thereoff, including, without limitation, any agreement to be delivered in connection with either or both of the Policy and/or the Surety Policy in substantially the form previously approved by the City Council in connection with Previously Issued Priority Bonds, or with respect to a Policy relating to the Bonds, an agreement in substantially the form attached hereto as Exhibit F. SECTION 32: Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following teams have the meanings ascribed to such terms below: "EMMA" means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma_msrb.org. "MSRB" means the Municipal Securities Rulemaking City. "Rule" means SEC Rule 15c2 12, as amended from time to time. "SEC" means the United States Securities and Exchange Com =mission. B. Annual Reports. The City shall file annually with the MSRB, within six months after the end of each fiscal year ending in or after 2010, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 25 of this Ordinance being the information described in Exhibit E hereto and i f not provided as pan of such financial inforn-iation and operating data, audited fnancial statements of the City, \hen and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit E 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'F audited, if the City commissions an audit of such statements and the audi is meted the period during which they must be provided. If the audit of such financial statements is not complete v+i hip such period. then tl?e City shaii provide '.)..naudited financial statements within such period and audited for the applicable fiscal year to the MSRB. when and if the audit report on such statements becomes available. Under current Texas law, including, but not limited to. Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be 40092441.1 -41- -595— filed in the office of the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice 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. Material Event Notices. The City shall file with the MSRB, in a timely manner, notice of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (1) Principal and interest payment delinquencies; (2) Non - payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions or events affecting the tax - exempt status of the Bonds; and (7) Modifications to rights of holders of the Bonds; (8) Bond calls; (9) Defeasances: (10) Release, substitution. or sale of property securing repayment of the Bonds: (11) Rating changes. The City shall file with the MSRB, in a timely manner, notice of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations. Disclaimers. and Amendments. The City shall be obligated to observe and perform the covenants specified in this Secti.: With respect to the City and the Bords �.,rt�51e, Jut orjy while. the City remains an "oh= ,ra'_r person" with respect to the Boras ws_thizi the ;near_ing of - he Rule. e.>icept that the Cit., } event will provide the notice required by subsection C hereof of any Bond calls and defeasance that cause the City to be no longer such an "obligated person ". The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the financial results, condition, or prospects of the City or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing 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 resulting from a change in legal requirements, a change in law, or a change in the identity. nature; status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment. as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) deteiiiiines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any coun of final jurisdiction enters judgment that such provisions of the Rule are invalid. and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance. but in either case only if and to the extent that the provisions of this sentence «rould not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) 90092441.1 -43- -597— such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection B of 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 bonds to which such continuing disclosure documents relate must be 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 United States Securities and Exchange Commission. SECTION 33: Allocation of. and Limitation on. Expenditures for the Project. The City covenants to account for on its books and records the expenditure of proceeds from the sale of the Bonds and any investment earnings thereon to be used for the project or projects financed with Bond proceeds by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on such project or projects is made or (b) each such project or projects are completed. The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Bonds or (b) the date the Bonds are retired, unless the City obtains an opinion of nationally- recognized bond counsel substantially to the effect that such expenditure will not adversely affect the tax - exempt status of the Bonds. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally- recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. SECTION 34: Miscellaneous Provisions. A. Preamble. The preamble to this Ordinance shall be considered an integral part of this Ordinance, and is herein incorporated as part of the body of this Ordinance for all purposes. B. Irmnediate Effect. This Ordinance shall be effective immediately from and after its passage in accordance with the provisions of Section 1201.028, as amended, Texas Government Code. C. Open Meeting. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 55!, as mended, Texas Government Code. 9:,0?.=4! .. —598— D. Rules of Construction. 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. Except where the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named person means that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as may be described herein. References to any officer of the City (e.g., City Manager) means the person currently serving in such capacity on a temporary, interim or permanent basis. Any reference to FORM OF BOND shall refer to the form attached to this Ordinance as Exhibit A. E. Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein. 90092441.1 -45- -599— SIGNED AND SEALED THIS 22nd DAY OF JUNE, 2010. ATTEST: City Secretary (SEAL) APPROVED THIS 22nd DAY OF JUNE, 2010: Carlos Valdez, City Attorney SCHEDULE SCHEDULE EXHIBIT A EXHIBIT B - EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F - EXHIBIT G EXHIBIT H I - Table of Refunded Obligations II -- Approval Certificate - Form of Bond Paying Agent/Registrar Agreement — Purchase Contract — Form of Escrow Agreement — Form of Notice of Redemption Description of Annual Financial Information — DTC Letter of Representations - Reimbursement Agreement CITY OF CORPUS CHRISTI, TEXAS Mayor S_1 —600— THE STATE OF TEXAS )( COUNTY OF NUECES )( 1, 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 22nd day of June, 2010, authorizing the issuance of the City's Utility System Revenue Refunding Bonds, Series 2010B 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 22nd day of June, 2010. 4009244 ? . City Secretary (CITY SEAL) S -2 —601— SCHEDULE 1 Refunded Obligations 1. City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999, dated May 1, 1999, in the original principal amount of 547,740,000, and stated to mature on July 15 in each of the years 2010 through 2012, in the aggregate principal amount of S4,995,000. The redemption date for the Refunded Obligations is , 2010. 2. City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999 -A, dated April 15, 1999, in the original principal amount of 515,750,000, and stated to mature on July 15 in each of the years 2010 through 2019, in the aggregate principal amount of S9,345,000. The redemption date for the Refunded Obligations is , 2010. 3. City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000, dated April 15, 2000, in the original principal amount of 534,740,000, and stated to mature on July 15, 201 0 in the aggregate principal amount of 56,045,000. The redemption date for the Refunded Obligations is , 2010. — 2— 90092441.1 SCHEDULE II Approval Certificate See Tab No. IT-1 -603- EXHIBIT A A. FORM OF DEFINITIVE BOND. REGISTERED NO. Bond Date: July 1, 2010 REGISTERED PRINCIPAL AMOUNT S United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM REVENUE REFUNDING BOND SERIES 2010E REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP No.: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on or about July 22, 2010) or from the most recent interest payment date to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, 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 January 15 and July 15 of each year commencing January 15, 2011. The principal of and interest on this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the designated trust office in Austin, Texas (the "Designated Trust Office ") of Wells Fargo Bank, National Association, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or draft, dated as of such interest payment date. drawn Paving A?ent!Registrar en. and payable solely from, funds of the issuer required by the. 076:J1-lance authorizing the issuance of this Bond (the "Bond Ordinance') to be on deposit with Paying Ag:.nt,`Registrar for such _y rpose as hereinafter provided; and such check o: dra.f. shall ?a sent by the P0.: r gent'ReEfstrar by United States mail, first -class DC'stag cn each such interest pay?_i t —604— date, to the registered owner hereof, at its address as it appeared on the last business day of the month next preceding each such date (the "Record Date ") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Trust Office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Debt Service Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and interest on the Bonds shall be made by federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. If the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United States Postal Service is not open for business; and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a series of bonds of like tenor and effect except as to number, principal amount, interest rate, maturity, and right of prior redemption, dated as of the Bond Date specified above, aggregating $ (herein sometimes called the "Bonds "), issued for the purposes of (i) the discharge and final payment of the Refunded Obligations and (ii) to pay the costs of issuing the Bonds. The Outstanding Bonds maturing on and after July 15, may be redeemed prior to their scheduled maturities, at the option of the Issuer and in inverse order of maturity, in whole or in part, on July 15, , or on any date thereafter, at the redemption price of par plus accrued interest thereon to the date fixed for redemption. The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other customary random method selected by the Paying Agent/Registrar (provided that a portion of a Bond may be redeemed only in an integral multiple of 55,000); provided, further, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. At least thirty (30) days prior to the date any such Bonds are to be redeemed, a notice of redemption, authorized by appropriate resolution passed by the Governing Body, shall be given in the manner set forth below. A written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such 90092441.1 A-2 -605- registered owner at his address shown on the Registration Books kept by the Paying Agent/Registrar. By the date fixed for any such redemption due provision shall be made by the City with the Paying Agent /Registrar for the payment of the required redemption price for the Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for such payment is made, all as provided above, the Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, shall not bear interest after the date fixed for their redemption, and shall not be regarded as being Outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment, The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a portion of any Bonds shall be redeemed, a substitute Bond or Bonds having the same stated maturity date, bearing interest at the same interest rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. All Bonds of this series are issuable solely as fully registered bonds, without interest coupons, in an Authorized Denomination. As provided in the Bond Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate amount of fully registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having any Authorized Denomination or Denominations as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any authorized denomination to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The one requesting such conversion and exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for converting and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The foregoing notwithstanding, in the case of the conversion and exchange o7 assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and char es of the Paying Agent/Registrar will be paid by the Issuer. The Paying AgentiRegistrar shall not. be required (i) to make any such transfer. conversion or exchange during the period beginnir?V a. the opening of business 30 days before the ay of the 'first mailing of a notice of redemption ane ending at the close of business on the day- o such mailing, or (ii) to transfer. ccnvert or e -cna., n 9(244I! any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of an unredeemed balance of a Bond called for redemption in part. Whenever the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. In the event any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent /Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. By becoming the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer. The Bonds are special obligations of the Issuer payable solely from and equally secured, together with the currently Outstanding Previously Issued Priority Bonds and the Series 2010 Taxable Bonds, by a first lien on and pledge of the Pledged Revenues of the System. The Issuer has reserved the right, subject to the restrictions stated, and adopted by reference, in the Bond Ordinance, to issue Additional Priority Bonds which also may be made payable from, and secured by a first lien on and pledge of, the aforesaid Pledged Revenues, as well as Subordinated Obligations payable from a junior and inferior lien on and pledge of the Pledged Revenues. For a more complete description and identification of the revenues and funds pledged to the payment of the Bonds, and other obligations of the Issuer secured by and payable from the same source or sources as the Bonds, reference is hereby made to the Bond Ordinance. The Issuer has reserved the right. subject to the restrictions stated. and adopted by reference, in the Bond Ordinance, to amend the Bond Ordinance; and under some (but not all) circumstances amendments must be approved by the owners of a majority in aggregate principal amount of the Outstanding Priority Bonds. The Registered Owner hereof shall never have the right to demand payment of this Bond out of any funds raised or to be raised by taxation. It is hereby certified and covenanted that this Bond has been duly and validly authorized, issued and delivered; and that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization. issuance and delivery of this Bond have 90092441.1 A -4 —607— been performed, existed and been done in accordance with law. Capitalized terms used in this Bond without definition shall have the respective means ascribed to them in the Bond Ordinance. IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of said Issuer, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of said Issuer has been duly affixed to, printed, lithographed or impressed on this Bond. ATTEST: City Secretary (SEAL) 900924 ..1 CITY OF CORPUS CHRISTI, TEXAS Mayor [The remainder of this page intentionally left blank.] A-5 -608- B. FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE TO APPEAR ON INITIAL BONDS ONLY. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) C. FORM OF REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued and registered under the provisions of the within - mentioned Bond Ordinance: the Bond or Bonds of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts. as shown by the records of the Paying Agent/Registrar. Registered this date: 90092441.1 WELLS FARGO BANK. NATIONAL ASSOCIATION, Austin. Texas, as Paying Agent/Registrar By: Authorized Signature A -6 —609— D. FORM OF ASSIGNMENT. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: [The remainder of this page intentionally left blank] A -7 --616— E. FORM OF INITIAL BOND(S). The Initial Bond(s) shall be in the form set forth in paragraph (a) of this Section, except that the form of the single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the Bond, the headings "Interest Rate " and "Stated Maturity " shalI both be completed "as shown below "; and (ii) the first paragraph shall read as follows: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricia, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July 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 (5) 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 Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on January 15 and July 15 of each year, commencing January 15, 2011. F. INSURANCE LEGEND. If bond insurance is obtained by the City for any Bond, the appropriate definitive Bonds and the Initial Bonds shall bear an appropriate legend as provided by the insurer. 90092441.1 [The remainder of this page intentionally left blank] A -8 —611— 9009244:A EXHIBIT 13 PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. -61 2- 4082441.1 EXHIBIT C PURCHASE CONTRACT SEE TAB NO. C -1 -613- EXHIBIT D ESCROW AGREEMENT SEE TAB NO. D -I -61 4 - 96092441.1 EXHIBIT E NOTICE OF REDEMPTION SEE TAB NO. E -1 -615- EXHIBIT F DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 32 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section for each Year ending in and after 2010 are as specified (and included in the Appendix of the Application referred to below): The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded fiscal year. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 9009244 [ 1 —616— 90092441.1 EXHIBIT G DTC LETTER OF REPRESENTATIONS SEE TAB NO. G -1 -617- 9009244 I. I EXHIBIT II REIMBURSEMENT AGREEMENT SEE TAB NO. H-1 - 61 8- 2 CITY COUNCIL AGENDA MEMORANDUM PRESENTATION AGENDA ITEM: Presentation of FY 2010-11 Enterprise Funds STAFF PRESENTER(S): Name 2. Oscar Martinez 1. Cindy O'Brien 4. Eddie Houlihan 3. Constance Sanchez TitlelPosition Department Assistant City Manager - Public Works Interim ACM - Administrative Services Assistant Director of Management & Budget Interim Director of Financial Services REQUIRED COUNCIL ACTION: No formal action is required at this time. First and second readings on budget Adoption are scheduled for July 13th and July 20th respectively. 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Pio un s s T to/ 07 City of Corpus Christi, Texas FY 2011 Proposed Budget - Enterprise Funds Presentation -June 22, 2010 20 =11M N r's1 z nds Presentation C City of Corpus Christi, Texas =11M N r's1 z nds Presentation C City of Corpus Christi, Texas C =11M N r's1 z nds Presentation City of Corpus Christi, Texas Revenue, Debt Service Presentation Public Hearing N 5 M O CNA C = = = = 2c (;!T Y COUNCIL. AGENT A N E M O R D U M FRESENTA7:ON AGENDA ITEM: Hurricane Preparedness Briefing STAFF PRESENTER(S): Name Title /Position 1. Richard Hooks Fire Chief 2. Lawrence Mikolajczyk Director 3. Troy Riggs Police Chief OUTSIDE PRESENTER(S): Name 1. Ken Griffen 2. 3. Department Fire Solid Waste Operations Police Title /Position Organisation AEP BACKGROUND: REQUIRED COUNCIL ACTION: None 17?4.40-td Richard Hooks Chief 36':./826-3932 PowerPoint Supplemental Information Responsibilities outlined in Chapter 418 Texas Government Code. Request assistance from State through Disaster • resources are V O District Committee Chair if 2,0 m 4 -0 i •_ • • • 0 rn a) co co0 i) a) 0 a)0 2O w a) a CO Q U 0 0 Cities and Counties: co U U N 0 a) a � '1 a) � ,, (o C '', = = 0 • N Q �yca o iv a) a) o o c ca CO rn o N .( c N Cr) Texas Emergency Management System (Chapter 418 Local Govt. Code) • Federal Response Plan • 2 National Incident Management System o ' cii • L o o 0 cn a) 0 a) (/) cc, 'al a) (/) u) W c 0 to E L (.) .0 d a-CD -r 0 2 'El 0 0 -0 a) 0 A., co 0 a ^L LL co O E N cn .L 15 a) 0 a--r U CD 0 a) U 0 a--r U CD 0 a) U 0 • Resources a) E 0- cn w 0 A ui c c N O Ti cow O U (6 co W Q co }, U D U E co o a) L N j 2 (6 U) 0 TI) .� TZ o > 0 W N O m ..-+ O CD CO � CU 17)1 I 0 J Was O To X It C) U CO 17 17 0_ 0 17 0 (0 LU � Encourage multiple routes. � IH 37 hurricane lane, Contraflow � All evacuation and preparations should be complete several hours prior to onset of tropical storm force winds. Evacuation clearance times range from 15 -38 hours depending on size and speed of storm. 0 ca 0 as W --o N .1-ii co (n Q Special Needs / Transportation Dependent A routes to evacuation hubs. Natatorium for Corpus Christi, Robstown for County. L O O 0 c ca vJ 0 L 0 0_ cn c ca O cn _CD 0 a) CD a) 2 .> to O a) ril 0 0_ O o U c. . • Standing request from State of Texas: 90 coach buses. 6 N c ca E ca O O N 30 paramedic buses. .E ca Commercia -t 0 of) cl) 'Co' co J O cD cm cD Rescue Damage Assessment N N c 2: cn U Lai N E U O L U = O O nco N N OV)_� co 0 i Ca = N CD 0 CT � �� W D W is • • • • CI) 0 . = 0